Securities code: Shenyang Commercial City Co.Ltd(600306) securities abbreviation: ST mall Announcement No.: 2022018 Shenyang Commercial City Co.Ltd(600306)
Announcement on related party transactions applying for loan renewal from related parties
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in this announcement.
Important content tips:
● this transaction constitutes a connected transaction, and this transaction needs to be submitted to the general meeting of shareholders for deliberation
● as of the disclosure date of this announcement, Shenyang Commercial City Co.Ltd(600306) (hereinafter referred to as “the company”) applied to Shenzhen Maoye Commercial Building Co., Ltd. (hereinafter referred to as “Maoye commercial building”) for the loan principal balance of RMB 83.6 million. ● as of the disclosure date of this announcement, the company has not signed the renewal loan agreement with Maoye commercial building, and the company will complete the signing of the agreement as soon as possible according to the results of the general meeting of shareholders.
1、 Overview of related party transactions
After the deliberation of the 2020 annual general meeting of shareholders of Shenyang company, the proposal on related party transactions of the company’s proposed borrowing from Shenzhen Maoye Commercial Building Co., Ltd. was passed, and it was agreed that the company would apply for a loan limit of 140 million yuan from Maoye commercial building, which is valid from the date of the 2020 annual general meeting of shareholders to the date of the 2021 annual general meeting of shareholders, For details, see announcement on resolutions of 2020 annual general meeting of shareholders (Announcement No.: 2021028). As of December 31, 2021, the principal balance of the company’s loan to Maoye commercial building was 83.6 million yuan.
In order to ensure the development of the company’s business and alleviate the pressure of capital demand, after the expiration of the above authorization, the company plans to apply to Maoye commercial building for loan renewal, with a renewal amount of RMB 83.6 million. The term is from the date of the company’s annual general meeting in 2021 to the date of the annual general meeting in 2022, and the occupation fee of loan funds is 8%.
Maoye commercial building is a related party of the company. This transaction constitutes a related party transaction and does not constitute a major asset restructuring as stipulated by the CSRC.
Ma Xiumin, Zhang Jianyu and Cui Junping, the independent directors of the company, approved the loan in advance and expressed their opinions on agreeing to the loan.
When the board of directors considered this transaction, the related directors have avoided voting.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
2、 Introduction to related parties
Counterparty profile
Shenzhen Maoye Commercial Building Co., Ltd
English Name: Shen Zhen Maoye trade building Co.Ltd
Date of establishment: January 1996
Company type: limited liability company
Registered capital: USD 445 million
Legal representative: Zhang Jing
Registered address: Dongmen central square, Dongmen Middle Road, Luohu District, Shenzhen
General business items: engage in daily necessities, gold and silver jewelry, commission agency (excluding auction), import and export and related supporting businesses in the East Gate central square (not involving state-owned trade management commodities, but involving quota, license management and other special regulations, which shall be applied for in accordance with relevant national regulations); Operate bowling room, chess room, squash room, billiards room and equipment fitness room in the East Gate central square; Operate catering business, wine retail (limited to branches), beauty salon and fitness center on the 6th, 7th and 8th floors of phase III of Dongmen Central Plaza; Business information consulting and services; Property leasing; Organize promotional activities for goods in stores. (the above shall not involve special administrative measures for foreign investment access) (commodities involving state-owned trade, quotas, licenses and special management regulations shall be operated after application in accordance with relevant national regulations) (if the operation of an enterprise involves administrative license, it can be operated only after obtaining administrative license documents)
Licensed business items: engaged in the parking service of motor vehicles in the parking lot of Maoye commercial building and department store; Wholesale and retail of food; Catering business.
Maoye commercial building is the original indirect controlling shareholder of the commercial city, so there is a connected relationship between Maoye commercial building and the commercial city, and this transaction constitutes a connected transaction.
As of June 30, 2021, Maoye commercial building had total assets of 48.326 billion yuan, liabilities of 34.431 billion yuan and net assets of 13.895 billion yuan. From January to June, 2021, it realized operating revenue of 3.071 billion yuan and net profit of 115 million yuan (the above data are Unaudited).
Since the annual report of corporate bonds of Maoye commercial building in 2021 has not been disclosed, the relevant data of 2021 is temporarily inconvenient to be publicized. Please understand.
3、 Main contents of related party transactions
Lender: Shenzhen Maoye Commercial Building Co., Ltd. (hereinafter referred to as Party A)
Borrower: Shenyang Commercial City Co.Ltd(600306) (hereinafter referred to as Party B)
1. At the request of Party B, Party A agrees to provide Party B with a loan of RMB 83.6 million as Party B’s operating working capital. The loan amount can be recycled within the above limit, and Party A can ask Party B to repay at any time according to the capital situation.
2. Loan term: from the date of the annual general meeting of shareholders in 2021 to the date of the annual general meeting of shareholders in 2022. The fund occupation fee of the loan shall be calculated and charged at the annual interest rate of 8% and paid monthly before the 5th day (if the market equivalent fund occupation fee changes due to policies and other factors, Party A has the right to adjust the fund occupation fee of the contract).
3. Party B guarantees to repay in full on schedule (including principal and interest). If it is overdue, Party B shall pay liquidated damages of 1 ‰ of the overdue repayment amount to Party A every day.
4. Other matters shall be subject to the loan agreement signed.
4、 The purpose of the connected transaction and its impact on the listed company
The above borrowings are to ensure the company’s operating capital demand, alleviate the company’s phased capital pressure, and have no adverse impact on the company’s sustainable development ability; The determination of loan interest rate is based on the market principle and determined by both parties through coordination. The capital cost pricing is fair and will not damage the interests of the company and its shareholders.
5、 Review procedures to be performed for the connected transaction
On March 10, 2022, the company held the 9th meeting of the 8th board of directors, which deliberated and adopted the proposal on related party transactions applying for loan renewal from related parties. When the board of Directors voted on the above related transactions, four related directors of the company, Mr. Chen kuaizhu, Mr. Zhong Pengyi, Mr. Wang Bin and Ms. LV Xiaoqing, avoided voting, and the other five non related Directors voted on the above related transactions. The voting results were: 5 in favor and 0 against; There were no abstentions. Independent directors express independent opinions: after prior review, the company borrows from related parties to ensure the development of the company’s business, alleviate the pressure of phased capital demand and make the purpose of borrowing reasonable; The company’s deliberation and voting procedures for the connected transaction are legal and effective, and the borrowing conditions are fair and reasonable, without harming the interests of the company and other shareholders of the company, especially minority shareholders. In view of this, we agree to this loan.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
6、 Signing of related party transaction agreement
Maoye commercial building issued a letter of commitment on February 17, 2022, promising not to collect the principal and interest of the loan owed by the company in 2022. As of the disclosure date of this announcement, the company and Maoye commercial building have not signed the renewal loan agreement, and the company will complete the signing of the agreement as soon as possible according to the results of the general meeting of shareholders.
7、 Other instructions
At the first extraordinary general meeting of shareholders in 2021, the company deliberated and approved the proposal on related party transactions on the company’s borrowing from related parties. For details, see the announcement on the resolution of the first extraordinary general meeting of shareholders in commercial city in 2021 (Announcement No.: 2021009), and agreed to apply for a loan limit of 120 million yuan from Shenzhen Maoye (Group) Co., Ltd. (hereinafter referred to as “Maoye group”), The loan term shall be within one year from the date of approval by the general meeting of shareholders of the company. Maoye group is a company actually controlled by Mr. Huang Maoru, the former actual controller of the company. As of the disclosure date of this announcement, the principal of the above loan has been fully repaid. At the third extraordinary general meeting of shareholders in 2021, the company deliberated and approved the proposal on signing the loan agreement and related party transactions between the company and Maoye group and the proposal on signing the loan agreement and related party transactions between the company and leading semiconductors respectively. For details, see the announcement on the resolution of the third extraordinary general meeting of shareholders in commercial city in 2021 (Announcement No.: 2021055), It is agreed that the company shall borrow no more than 50 million yuan from Maoye group and no more than 30 million yuan from Shenzhen leading semiconductor industry Investment Co., Ltd. (hereinafter referred to as “leading semiconductor”). Leading semiconductor is the current controlling shareholder of the company. As of the disclosure date of this announcement, the company has fully repaid the above loans.
As of this related party transaction, in the past 12 months, except for the borrowing matters described in this announcement, there are no other related party borrowings that need to be specially explained.
8、 Announcement annex
(I) opinions approved by independent directors in advance
(II) opinions of independent directors signed and confirmed by independent directors
(III) resolutions of the 9th meeting of the 8th board of directors
It is hereby announced.
Shenyang Commercial City Co.Ltd(600306) board of directors March 12, 2022
