Securities code: Guangdong Guanghong Holdings Co.Ltd(000529) securities abbreviation: Guangdong Guanghong Holdings Co.Ltd(000529) Announcement No.: 202215 Guangdong Guanghong Holdings Co.Ltd(000529)
Announcement on accepting financial assistance from controlling shareholders and related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. Basic information of transaction
In order to support the high-quality development of the company, provide financial guarantee for the accelerated development of the company, and realize the steady growth of social and economic benefits. Guangdong Guanghong Assets Management Co., Ltd. (hereinafter referred to as “Guanghong assets”) plans to use its policy and resource advantages to provide the company and its holding subsidiaries with financial assistance with a total amount of no more than RMB 1 billion for one year, and the annual interest rate is no higher than the one-year LPR published by the people’s Bank of China on the 20th of each month (according to the interest rate of the loan contract signed with the lending bank, which shall be subject to the relevant contract signed). This financial assistance does not require the company and its holding subsidiaries to provide guarantee, mortgage, pledge and other forms of guarantee.
2. Association relationship
As of the date of announcement, the number of shares held by the direct shareholders of the company was 318745%, accounting for the total assets of the company. According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Guanghong assets is an affiliated legal person of the company, and the financial assistance provided by Guanghong assets to the company constitutes a connected transaction.
3. Deliberations of the meeting
The company held the third interim board meeting in 2022 on March 17, 2022. The meeting deliberated and adopted the company’s proposal on accepting financial assistance from controlling shareholders with 5 affirmative votes, 0 negative votes and 0 abstention votes. Related directors Mr. Cai Biao, Mr. Gao Hongbo and Mr. Xia Bin avoided voting. The independent directors of the company approved the matter in advance, unanimously agreed to submit the matter to the third interim board meeting of the company in 2022 for deliberation, and expressed their consent to the proposal at the meeting.
According to the relevant provisions of article 6.3.10, paragraph 4, section 3, related party transactions, Chapter VI of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the company applied to the company management department of Shenzhen stock exchange for exemption from the proposal, which was submitted to the general meeting of shareholders for deliberation and has been approved.
4. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
1. Company name: Guangdong Guanghong Assets Management Co., Ltd
Address: No. 680, North Guangzhou Avenue, Tianhe District, Guangzhou
Nature of enterprise: other limited liability companies
Legal representative: Chen Yumin
Registered capital: 177030098 yuan
Date of establishment: August 22, 2000
Unified social credit Code: 91440000724778854c
Business scope: asset operation and management, investment based operation and management, asset entrusted management.
2. Affiliated relationship: Guanghong assets is the controlling shareholder of the company and forms an affiliated relationship with the company in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange; Guanghong assets is not a dishonest executee.
3. As of December 31, 2020, Guanghong’s consolidated assets statement has total assets of 679038 million yuan, net assets of 159271 million yuan, operating income of 571928 million yuan and net profit of 215.92 million yuan in 2020. As of September 30, 2021 (Unaudited), Guanghong’s consolidated statement of assets has total assets of 777018 million yuan and net assets of 169124 million yuan. From January to September 2021, Guanghong realized operating income of 405714 million yuan and net profit of 182.93 million yuan. 3、 Main contents of related party transactions
Provide financial guarantee for the accelerated development of enterprises, improve the quality of enterprise development, and realize the steady growth of social and economic benefits. Guanghong assets, the controlling shareholder, intends to use its policy advantages to provide financial assistance with a total amount of no more than RMB 1 billion to the company and its subsidiaries for a period of one year, and the annual interest rate is no higher than the one-year LPR published by the people’s Bank of China on the 20th of each month (subject to the relevant contracts signed). This financial assistance does not require the company and its holding subsidiaries to provide guarantee, mortgage, pledge and other forms of guarantee. 4、 Pricing policy and basis of transaction
Guanghong assets provides financial assistance to the company, and the annualized interest rate is no higher than the one-year LPR published by the people’s Bank of China on the 20th of each month. The price of this related party transaction is fair and reasonable, and there is no damage to the interests of the listed company.
5、 Main contents of the transaction agreement
The company signed the financial assistance agreement with Guanghong assets on March 17, 2022. The main contents are as follows:
Guanghong assets provides the company and its holding subsidiaries with financial assistance with a total amount of no more than RMB 1 billion for a period of no more than one year. The company pays financial assistance interest according to the actual use amount and use days, and the annualized interest rate is no higher than the one-year LPR published by the people’s Bank of China on the 20th of each month (the specific contract signed by both parties shall prevail). The financial aid company and its holding subsidiaries do not need to provide any form of guarantee such as guarantee, mortgage and pledge. The agreement will be implemented after both parties fulfill the approval procedures.
6、 Purpose and impact of related party transactions on the company
The company’s acceptance of financial assistance from Guanghong assets will provide financial guarantee for the accelerated development of the enterprise, and carry out production and operation at a lower capital cost, which will help to promote the improvement of operation quality and efficiency, improve the quality of enterprise development, and realize the steady growth of social and economic benefits.
Guanghong assets provides financial assistance to the company without any form of guarantee from the company and its holding subsidiaries, which is full of confidence in the future development of the company. The annualized interest rate shall be no higher than the one-year LPR published by the people’s Bank of China on the 20th of each month. This transaction will not damage the interests of the company and minority shareholders and will not affect the independence of the company.
7、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From January 1, 2022 to the disclosure date, the total amount of various related party transactions between the company and Guanghong assets is 1.003 billion yuan (including the total amount of financial assistance received by Guanghong assets this time is 1 billion yuan).
8、 Prior approval and independent opinions of independent directors
The independent directors of the company reviewed the related party transaction in advance and agreed to submit the matter as a proposal to the board of directors for deliberation. The independent directors expressed the following independent opinions on the above connected transactions:
1. Guanghong assets, the controlling shareholder, intends to provide financial assistance to the company, reflecting its support and confidence in the development of the company. The financial assistance mainly provides financial guarantee for Guangdong Guanghong Holdings Co.Ltd(000529) accelerating the development, which meets the needs of the development and operation of the company. This financial assistance does not require the company and its holding subsidiaries to provide guarantee, mortgage, pledge and other forms of guarantee. The annualized interest rate of this financial assistance is no higher than the one-year LPR published by the people’s Bank of China on the 20th of each month. The fee standard is fair and reasonable, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders, and will not affect the independence of the company.
2. During the deliberation of the above proposal, the related directors avoided voting. The voting procedures of related party transactions comply with the company law, securities law, Shenzhen Stock Exchange Stock Listing Rules and other laws and regulations, as well as the relevant provisions of the articles of association. We agree with the company’s related transactions.
9、 Documents for future reference
1. Resolutions of the third interim board meeting of the company in 2022; 2. Independent opinions of independent directors on prior approval of related party transactions; 3. Independent opinions of independent directors on related party transactions; 4. Financial assistance agreement. It is hereby announced.
Guangdong Guanghong Holdings Co.Ltd(000529) board of directors March 18, 2002
