Securities code: Guangdong Chaohua Technology Co.Ltd(002288) securities abbreviation: Guangdong Chaohua Technology Co.Ltd(002288) Announcement No.: 2022018 Guangdong Chaohua Technology Co.Ltd(002288)
Announcement on related party transactions of deposit, settlement and comprehensive credit business in Meizhou Merchants Bank Co., Ltd
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
Guangdong Chaohua Technology Co.Ltd(002288) (hereinafter referred to as “the company”) deliberated and adopted the proposal on related party transactions of deposit, settlement and comprehensive credit business in Meizhou Merchants Bank Co., Ltd. at the 10th meeting of the 6th board of directors and the 9th meeting of the 6th board of supervisors held on March 29, 2022, The company (including subsidiaries within the scope of consolidated statements, the same below) plans to handle deposits, daily settlement (including but not limited to employee salary, bonus, external payment and collection business) and apply for comprehensive credit business (mainly used for working capital loan, bank acceptance bill, letter of guarantee, letter of credit and other businesses) in Meizhou Merchants Bank Co., Ltd. (hereinafter referred to as “Meizhou Merchants Bank“), And according to the requirements of financial institutions, handle the mortgage, pledge and other procedures of relevant assets for credit business. In the above businesses, the upper limit of the daily balance of the deposit form formed by the storage and settlement business shall not exceed 1 billion yuan, and the limit of the application for comprehensive credit business shall not exceed 300 million yuan. The specific amount will be determined according to the actual needs of the company and the relevant provisions of the articles of association of Meizhou Merchants Bank Co., Ltd. The application period of the above quota is from the approval of the 2021 annual general meeting of shareholders to the approval of the new quota by the 2022 annual general meeting of shareholders. The deposit and loan interest rate, settlement rate and service fee shall be determined by both parties through negotiation according to the market price based on the national regulations. The deposit interest rate shall not be lower than the benchmark interest rate stipulated by the people’s Bank of China in the same period, nor lower than the interest rate of the same kind of deposit and loan services provided by other similar local financial institutions in the same period; The cost of settlement and other services shall not be higher than the charging standard of similar services provided by other similar local financial institutions; The loan interest rate refers to the interest rate stipulated by the people’s Bank of China and is determined by the company through consultation with Meizhou Merchants Bank.
The company holds 17.6% of the equity of Meizhou Merchants Bank, and Mr. Liang Hong, vice chairman and President of the company, serves as the director of Meizhou Merchants Bank. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Meizhou Merchants Bank is recognized as the company’s affiliated legal person, and the company’s deposit and settlement business in Meizhou Merchants Bank constitutes a connected transaction. Mr. Liang Hong has a father son relationship with Mr. Liang Jianfeng, the chairman, the controlling shareholder and one of the actual controllers of the company, Mr. Liang Wei, the director and vice president of the company, and Mr. Liang Junfeng, another controlling shareholder and actual controller of the company. Mr. Liang Hong, Mr. Liang Jianfeng and Mr. Liang Wei are acting in concert. The directors Mr. Liang Jianfeng, Mr. Liang Hong and Mr. Liang Wei are affiliated directors.
The matter has been deliberated and adopted at the 10th meeting of the 6th board of directors of the company with 6 affirmative votes, 0 negative votes and 0 abstention. Related directors Mr. Liang Jianfeng, Mr. Liang Hong and Mr. Liang Wei abstained from voting. The independent directors expressed their prior approval opinions and independent opinions on the matter. The matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval, and the related parties interested in the related party transaction will give up the right to vote on the proposal at the general meeting of shareholders.
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of related parties
(I) basic information
1. Name: Meizhou Merchants Bank Co., Ltd
2. Unified social credit Code: 91441400ma4wqatr8c
3. Address: first and second floors, merchants bank building, Oct, Meixian District, Meizhou City, Guangdong Province
4. Nature of enterprise: other joint stock limited companies (unlisted)
5. Legal representative: Liu Yuanqing
6. Registered capital: 2 million yuan
7. Main business: absorbing public deposits; Issuing short-term, medium-term and long-term loans; Handle settlement outside China; Handle bill acceptance and discount; Issuing financial bonds; Acting as an agent for issuing, cashing and underwriting government bonds; Buying and selling government bonds and financial bonds; Engage in interbank lending; Buying and selling foreign exchange; Engage in bank card business; Provide letter of credit service and guarantee; Acting for collection and payment of funds and insurance business; Provide safe deposit box service; Other businesses approved by the banking regulatory authority under the State Council.
Serial number shareholder name number of shares (100 million shares) shareholding ratio
1 Guangdong Baolihua New Energy Stock Co.Ltd(000690) 6.00 30.00%
2 Guangdong Tapai Group Co.Ltd(002233) 4.00 20.00%
3 Guangdong Xizhilang Group Co., Ltd. 3.98 19.90%
4 Guangdong Chaohua Technology Co.Ltd(002288) 3.52 17.60%
5 Wens Foodstuff Group Co.Ltd(300498) 2.50 12.50%
Total 20.00 100.00%
(II) Meizhou Merchants Bank obtained the financial license and business license on June 22, 2017. As of 2021, the total assets of merchants bank were 24868201600 yuan and the net assets were 2232516000 yuan. (III) the company holds 17.6% of the equity of Meizhou Merchants Bank, and Mr. Liang Hong, vice chairman and President of the company, serves as the director of Meizhou Merchants Bank. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Meizhou Merchants Bank is recognized as the affiliated legal person of the company.
3、 Main contents and pricing basis of related party transactions
1. Business scope: the company plans to handle deposit, daily settlement (including but not limited to employee salary, bonus, external payment and collection business, etc.) and apply for comprehensive credit business (mainly used for working capital loan, bank acceptance bill, letter of guarantee, letter of credit and other businesses) in Meizhou Merchants Bank.
2. Business limit: the maximum daily balance of deposit form formed by the storage and settlement business shall not exceed 1 billion yuan, and the limit for applying for comprehensive credit business shall not exceed 300 million yuan. The specific amount will be determined according to the actual needs of the company and the relevant provisions of the articles of Association of Meizhou Merchants Bank Co., Ltd.
The application period of the above quota is from the approval of the 2021 annual general meeting of shareholders to the approval of the new quota by the 2022 annual general meeting of shareholders.
3. Pricing basis: the deposit and loan interest rate, settlement rate and service fee are based on national regulations and determined by both parties through negotiation according to the market price. The deposit interest rate is not lower than the benchmark interest rate stipulated by the people’s Bank of China in the same period, nor lower than the interest rate of other similar local financial institutions providing deposit services of the same period and type; The cost of settlement and other services shall not be higher than the charging standard of similar services provided by other similar local financial institutions; The loan interest rate refers to the interest rate stipulated by the people’s Bank of China and is determined by the company through consultation with Meizhou Merchants Bank.
1. Meizhou Merchants Bank is a financial institution based on the financial development of Meizhou approved by the CBRC. The company handles deposit, settlement and comprehensive credit business in Meizhou Merchants Bank, which meets the needs of the company’s daily operation and management activities.
2. The pricing of related transactions follows the principle of fairness and voluntariness. The pricing is fair, and the related transactions do not affect the independence of the company.
3. The company will strengthen the monitoring and management of the company’s business in Meizhou Merchants Bank in accordance with the internal control management standards to ensure the safety of the company’s funds.
5、 Various related party transactions between the company and the related party
After the deliberation and approval of the fourth meeting of the sixth board of directors held on February 25, 2021 and the 2020 annual general meeting of shareholders held on March 22, 2021, the company (including subsidiaries within the scope of consolidated statements) plans to handle deposits in Meizhou Merchants Bank Daily settlement (including but not limited to employee salary, bonus, external payment and collection business, etc.) and application for comprehensive credit business (mainly used for working capital loan, bank acceptance bill, letter of guarantee, letter of credit and other businesses), in which the maximum daily balance of deposit formed by storage and settlement business shall not exceed 1 billion yuan, and the limit of application for comprehensive credit business shall not exceed 300 million yuan. As of the date of this announcement, the balance of bank deposits, daily settlement and comprehensive credit business of the company (including subsidiaries within the scope of consolidated statements) in Meizhou merchants has not exceeded the scope of the above deliberation limit.
6、 Prior approval opinions and independent opinions of independent directors
The independent directors of the company gave their prior approval opinions and independent opinions on the related party transactions of the company’s deposit, settlement and comprehensive credit business in Meizhou Merchants Bank, as follows:
Prior approval opinion: the company’s handling of deposit, settlement and comprehensive credit business in Meizhou Merchants Bank Co., Ltd. can meet the daily business needs of the company, and the transaction pricing follows the principle of fairness and reasonableness, the pricing is fair, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. We agree to submit the matter to the board of directors of the company for deliberation.
Independent opinion: the company handles deposit, settlement and comprehensive credit business in Meizhou Merchants Bank Co., Ltd. the transaction pricing follows the principle of fairness and rationality, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. The company’s procedures for reviewing the related party transactions are legal and effective, and comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree that the company handle deposit, settlement and comprehensive credit business in Meizhou Merchants Bank Co., Ltd.
7、 Documents for future reference
1. The resolution of the 10th meeting of the 6th board of directors signed and sealed by the participating directors;
2. Resolution of the 9th meeting of the 6th board of supervisors signed and sealed by the supervisors attending the meeting;
3. Prior approval opinions of independent directors on matters related to the 10th meeting of the 6th board of directors signed by independent directors;
4. Independent opinions of independent directors on matters related to the 10th meeting of the 6th board of directors signed by independent directors.
It is hereby announced.
Guangdong Chaohua Technology Co.Ltd(002288) board of directors March 30, 2002
