Securities code: Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) securities abbreviation: Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Announcement No.: 2022023 Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226)
Announcement on Bank of steel e-commerce’s borrowing from Longzhi fund and related party transactions
The board of directors and all directors of the company guarantee that the information contained in this announcement is true, accurate and complete without false records, misleading statements or major omissions.
Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) (hereinafter referred to as “the company”) held the 18th meeting of the 5th board of directors on April 13, 2022, deliberated and adopted the proposal on loan and related party transaction from Longzhi fund by gangyin e-commerce, as follows:
1、 Basic information of related party transactions
In order to meet the business development needs of the company’s holding subsidiary Shanghai gangyin e-commerce Co., Ltd. (hereinafter referred to as “gangyin e-commerce”), gangyin e-commerce plans to apply for a loan of no more than RMB 10 million (which can be recycled within this limit) from the company’s joint-stock company Shanghai Longzhi equity investment fund partnership (limited partnership) (hereinafter referred to as “Longzhi fund”), with an annual interest rate of 5%, The term is one year from the date of deliberation and approval by the general meeting of shareholders, and this proposal will continue to be valid for another year until the loan plan in 2023 is approved by the general meeting of shareholders of the next year (2022).
Zhu Junhong, the executive partner of Shanghai Longzhi equity investment fund partnership (limited partnership) entrusted by Shanghai Longzhi Investment Management Center (limited partnership) as the chairman of the company, constitutes a connected transaction in accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant provisions, The related person who has an interest in the related party transaction will waive the right to vote on the proposal at the general meeting of shareholders.
The independent directors of the company approved the proposal in advance and expressed independent opinions.
This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies, nor does it require the approval of relevant departments.
2、 Overview of related party transactions
1. Loan amount, source and term
In order to meet the business needs of steel bank e-commerce, Longzhi fund plans to provide steel bank e-commerce with a loan of no more than RMB 10 million (which can be recycled within this limit) with its own funds, with a term of one year from the date of deliberation and approval by the general meeting of shareholders, and this proposal will remain valid for another year until the loan plan in 2023 is approved by the general meeting of shareholders of the next year (2022).
2. Main purpose of loan
It is mainly used for the daily business needs of steel bank e-commerce.
3. Loan interest rate
The annual interest rate is 5%.
4. Other
Within the above-mentioned period and limit, steel bank e-commerce can borrow and repay according to the actual business needs, and calculate and charge interest according to the actual days and amount of money.
Meanwhile, after the review and approval of the board of directors, the management of the company will sign relevant agreements within the validity period according to the actual needs of business development. The term and method of loan shall be subject to the final contract.
3、 Basic information of subsidiaries of the company
1. Company name: Shanghai gangyin e-commerce Co., Ltd. (company listed on the new third board, code: 835092)
Unified social credit Code: 91310 Yango Group Co.Ltd(000671) 173033f
Legal representative: Huang Jian
Address: 5 / F, No. 68, Yuanfeng Road, Baoshan District, Shanghai
Registered capital: 1038408702 yuan
Date of establishment: February 15, 2008
Main business: steel spot trading business, etc.
Equity structure: the company holds 41.94% equity of steel bank e-commerce, which is a holding subsidiary within the scope of the company’s consolidated statements. The equity structure is as follows:
No. shareholder name number of shares held (10000 shares) shareholding ratio (%)
1 Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) 43,549 41.94%
2 Yadong Guangxin Technology Development Co., Ltd. 2 Shenzhen Cereals Holdings Co.Ltd(000019) .26%
3 Shanghai Yuanlian Investment Co., Ltd. 8400 8.09%
4 Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Internet of things Co., Ltd. 822230 7.92%
5 others 236695702 22.79%
Total 1038408702 100.00%
Main financial data: at the end of 2021, the audited total assets were 135904719 million yuan and the net assets were 33857869 million yuan. In 2021, the operating income was 651618523 million yuan and the net profit was 3249061 million yuan. Performance capability: Steel bank e-commerce is not a dishonest executee, existing according to law and operating normally.
4、 Basic information of related parties
1. Company name: Shanghai Longzhi equity investment fund partnership (limited partnership)
Unified social credit Code: 91310000ma1fl01m3b
Executive partner: Shanghai Longzhi Investment Management Center (limited partnership) (appointed agent)
Table: Zhu Junhong)
Address: room 901, No. 68, Yuanfeng Road, Baoshan District, Shanghai
Date of establishment: October 13, 2015
Business scope: equity investment, equity investment management, investment consulting. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Ownership structure:
Partner composition partner name committed capital contribution proportion (10000 yuan)
Shanghai Yuanlian Investment Co., Ltd. 880044.00%
Zhu Junhong 700035.00%
Limited partner 3 Jiangsu Nhwa Pharmaceutical Co.Ltd(002262) 000 10.00%
Qian Mengqing 1000 5.00%
Jia Xiaokan 1000 5.00%
General partner Shanghai Longzhi Investment Management Center (limited partnership) 200 1.00%
Total 2 Shenzhen Ecobeauty Co.Ltd(000010) 0%
Main financial data: at the end of 2021, the audited total assets of Longzhi fund were 933574 million yuan, the net assets were 933574 million yuan, the operating income in 2021 was 116900 yuan, and the net profit was 286500 yuan.
Affiliation: Zhu Junhong, the executive partner of Shanghai Longzhi equity investment fund partnership (limited partnership), the representative appointed by Shanghai Longzhi Investment Management Center (limited partnership), is also the chairman of the company. The loan from Longzhi fund by steel bank e-commerce constitutes a connected transaction.
Performance ability: Longzhi fund is not a dishonest executee, it exists according to law and operates normally.
5、 Pricing policy and basis of transaction
This transaction is a loan from Longzhi fund, a related party of the company, from gangyin e-commerce, a holding subsidiary of the company, to meet the needs of the daily business development of gangyin e-commerce and the actual needs of the operation and development of gangyin e-commerce. It is a reasonable transaction. The borrowing interest rate of the company in this transaction is determined with reference to the borrowing interest rate level of steel bank e-commerce in the same period. The financing cost borne by steel bank e-commerce meets the market interest rate standard, the interest expense is fair and reasonable, and there is no damage to the interests of the company and all shareholders.
6、 Purpose of this connected transaction and its impact on the company
The related borrowings are unsecured and have greater flexibility and convenience than other financing borrowings, which is conducive to reducing financing costs and financing risks, broadening the company’s financing channels, contributing to the development of the overall business of steel bank e-commerce and in line with the company’s development strategy.
7、 Review procedure
The company held the 18th meeting of the 5th board of directors on April 13, 2022 to consider the proposal. Zhu Junhong, an affiliated director, avoided voting, and other non affiliated directors unanimously agreed to the proposal. At the 15th meeting of the 5th board of supervisors held on the same day, all supervisors unanimously agreed to the proposal.
The independent directors approved the proposal in advance: this transaction constitutes a connected transaction. The company’s holding subsidiary gangyin e-commerce borrows from Longzhi fund, which meets the market interest rate standard, and the interest expense is fair and reasonable, without damaging the interests of the company and all shareholders. Therefore, we agree to submit this proposal to the board of directors for deliberation. Independent opinions of independent directors: the deliberation procedure of the loan from Longzhi fund by steel bank e-commerce complies with the provisions of relevant laws, regulations and the articles of association. This transaction complies with the actual requirements of steel bank e-commerce operation and is a reasonable transaction. The interest rate of this loan meets the market interest rate standard. The interest rate cost is fair and reasonable, and does not harm the interests of the company and minority shareholders. Therefore, it is agreed that ICBC e-commerce borrows from related parties.
8、 Total amount of related party transactions with Longzhi fund from the beginning of this year to the announcement date
Since the beginning of this year, the maximum amount of loan from ICBC e-commerce to Longzhi fund is RMB 3.2 million, and the loan balance is RMB 3 million. Up to now, the amount and interest are still being fulfilled on schedule without overdue, which is within the approval limit of the company’s announcement on loan and associated transaction from ICBC e-commerce to Longzhi Fund (Announcement No.: 2021032).
9、 Documents for future reference
1. Resolution of the 18th meeting of the 5th board of directors;
2. Resolution of the 15th meeting of the 5th board of supervisors;
3. Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) independent directors’ prior approval opinions and independent directors’ opinions on relevant matters.
It is hereby announced.
Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) board of directors
April 15, 2022
