Securities code: Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) securities abbreviation: Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) No.: Lin 2022007 Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) commercial (Group) Co., Ltd
With regard to the announcement that the controlling shareholder of the company, Beijing state owned capital operation and Management Co., Ltd., provides financial support and related party transactions to the wholly-owned subsidiary of the company, the board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important tips
Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) Commercial Group Co., Ltd. (hereinafter referred to as “the company” or ” Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) “), a wholly-owned subsidiary of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) commercial (Group) Co., Ltd. (hereinafter referred to as “urban and rural Co., Ltd.”), intends to obtain financial support within the limit of RMB 100 million (including RMB 100 million) from Beijing state owned capital operation and Management Co., Ltd. (hereinafter referred to as “Beijing state owned management”).
The related party transaction was deliberated and approved at the 23rd Meeting of the ninth board of directors, and the related directors avoided voting.
1、 Transaction overview
In order to meet the needs of the company’s major asset restructuring and broaden the company’s fund source channels, the company’s wholly-owned subsidiary “urban and rural Co., Ltd.” plans to obtain financial support within the amount of 100 million yuan (including 100 million yuan) of “Beijing state management” through consultation with “Beijing state management”. The term of financial support is two years from the date of actual receipt of funds, and the interest rate is implemented according to the latest published one-year loan market quotation interest rate (LPR).
On March 17, 2022, the company held the 23rd Meeting of the 9th board of directors, which deliberated and adopted the proposal on the financial support and related party transactions provided by the controlling shareholder Beijing state owned Capital Operation Management Co., Ltd. to the wholly-owned subsidiary of the company. Ms. Jiao Ruifang, the related director, has avoided voting. The independent directors reviewed the related party transactions in advance and gave independent opinions.
2、 Basic information of related parties
Ms. Jiao Ruifang, a director of the company, serves as the general manager of the capital operation Department of Beijing state owned Capital Operation Management Co., Ltd. According to the Listing Rules of Shanghai Stock Exchange and other relevant provisions, this transaction constitutes a connected transaction.
3、 Main contents of transaction
1. Transaction object and quantity
Beijing Guoguan plans to provide financial support within the limit of 100 million yuan (including 100 million yuan) to “urban and rural Co., Ltd. 2. Pricing principle
The interest rate is implemented according to the latest published one-year loan market quotation interest rate (LPR).
3. Term of financial support
The above-mentioned financial support period is two years from the date of actual receipt of funds.
4、 The purpose of the transaction and its impact on the listed company
“Beijing Guoguan” provided financial support for the company, broadened the source of funds of the company and met the needs of the company’s major asset restructuring. The interest rate is in line with the market situation, and there is no situation that damages the interests of listed companies and minority shareholders.
5、 Prior approval and independent opinions of independent directors
The related party transaction was reviewed in advance by the independent directors of the company and agreed to submit the proposal of the related party transaction to the board of directors for deliberation.
The independent directors expressed the following independent opinions on this connected transaction:
The controlling shareholder of the company, Beijing state owned Capital Operation Management Co., Ltd., provided financial support and related party transactions to Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) Commercial Group Co., Ltd., a wholly-owned subsidiary of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) commercial (Group) Co., Ltd., which was necessary for the company’s major asset restructuring, complied with relevant laws, regulations and the provisions of the articles of association, and did not damage the rights and interests of listed companies and minority shareholders.
When the board of directors of the company considered the related party transaction, the related directors have avoided voting, and the voting procedures and results of the meeting are legal and effective.
6、 Documents for future reference
1. Announcement of resolutions of the 23rd Meeting of the ninth board of directors of the company;
2. The independent directors’ prior approval opinions on the financial support and related party transactions provided by the company’s controlling shareholder Beijing state owned Capital Operation Management Co., Ltd. to the company’s wholly-owned subsidiaries;
3. Independent opinions of independent directors on relevant matters in 2021.
It is hereby announced.
Board of directors of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) commercial (Group) Co., Ltd
March 19, 2022
