Securities code: Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) securities abbreviation: Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Announcement No.: 2022021 Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226)
Announcement on mutual loans and related party transactions between the company and its subsidiaries
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, which reviewed and adopted the proposal on mutual loans and related party transactions between the company and its subsidiaries. The details are as follows:
1、 Basic information of related party transactions
In order to improve the use efficiency of the company’s funds, the company and its holding subsidiaries Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Information Technology Co., Ltd. (hereinafter referred to as “Ganglian information”), Shanghai gangyin e-commerce Co., Ltd. (hereinafter referred to as “gangyin e-commerce”), Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Bao Network Technology Co., Ltd. (hereinafter referred to as “Ganglian Bao”), Beijing Zhonglian steel e-commerce Co., Ltd. (hereinafter referred to as “Zhonglian steel”) Shandong Longzhong Information Technology Co., Ltd. (hereinafter referred to as “Longzhong information”) and its wholly-owned subsidiaries Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) metal and mineral International Trading Center Co., Ltd. (hereinafter referred to as “Steel Union International”) and Beijing Steel Union Madi e-commerce Co., Ltd. (hereinafter referred to as “Beijing Steel Union”) according to their respective capital needs and business development needs, without affecting the normal operation of the company and its holding subsidiaries, It is proposed to use their own funds to borrow from each other. The balance of mutual borrowing shall not exceed 700 million yuan (which can be recycled within this limit), and the annual interest rate of borrowing is 5%. As the steel bank e-commerce is a company listed on the new third board, the steel bank e-commerce only borrows from the above-mentioned other companies and does not provide loans to the above-mentioned other companies. The above loan term is one year from the date of deliberation and approval of the 2021 annual general meeting of shareholders, and this proposal will remain valid for another year until the 2023 mutual loan plan is approved by the next annual (2022) general meeting of shareholders. Other shareholders of gangyin e-commerce Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Internet of things Co., Ltd. (hereinafter referred to as “Ganglian Internet of things”), Yadong Guangxin Technology Development Co., Ltd. and the company are the same actual controller. At the same time, except Ganglian Internet of things, other shareholders have not provided loans of the same proportion for gangyin e-commerce; Shanghai Xingshang Investment Co., Ltd., the other shareholder of Longzhong information, is the same actual controller as the company and does not provide the same proportion of loans for Longzhong information. According to the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant provisions, this event constitutes a connected transaction, and the connected persons interested in the connected transaction will waive the right to vote on the proposal at the general meeting of shareholders.
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 effectively use the company’s own funds, improve the use efficiency of funds and promote business development, the company and its subsidiaries gangyin e-commerce, Ganglian information, ganglianbao, Ganglian international, Zoomlion, Beijing Ganglian and Longzhong information plan to borrow from each other with their own funds, with a balance of no more than 700 million yuan. Because the above company’s main body, Bank of China e-commerce, is a listed company on the new third board, gangyin e-commerce only borrows from other subjects, Do not provide loans to other above-mentioned entities; The term is one year after the adoption of the general meeting of shareholders (which can be recycled within the validity period), and the proposal will continue to be valid for another year until the mutual 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 each company to improve the efficiency of capital use.
3. Loan interest rate
The annual interest rate is 5%.
4. Other
Within the above term and limit, each company 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 being deliberated and approved by the general meeting of shareholders, 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 each company
(I) basic information of steel bank E-commerce
Company name: Shanghai gangyin e-commerce Co., Ltd. (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.
Ownership structure:
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%
At present, the company holds 41.94% of the shares of gangyin e-commerce, which is a holding subsidiary within the scope of the consolidated statements of listed companies. Ganglian IOT, the shareholder of gangyin e-commerce, is the same actual controller as the company; Yadong Guangxin Technology Development Co., Ltd. and gangyin e-commerce are the same actual controller, and other shareholders have not provided the same proportion of loans for gangyin e-commerce. This loan matter needs to be submitted to the general meeting of shareholders for deliberation, and the shareholders associated with this matter shall avoid voting. Considering that gangyin e-commerce is a subsidiary within the scope of the company’s consolidated statements, its assets are good, its operating conditions are expected to be good, and its risks are controllable, which will not damage the interests of the company and shareholders.
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.
(II) basic information of Steel Union
Company name: Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Information Technology Co., Ltd
Unified social credit Code: 913101130593891373
Legal representative: Gaobo
Address: 2nd floor, building 1, No. 68, Yuanfeng Road, Baoshan District, Shanghai
Registered capital: 12.5 million yuan
Date of establishment: December 12, 2012
Main business: industrial data service business.
Equity structure: Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) holds 80% of its equity, and Shanghai nihao Information Technology Co., Ltd. holds 20% of its equity. SteelLink information is a holding subsidiary of the company, and other shareholders of SteelLink information have no relationship with the company.
Main financial data: at the end of 2021, the audited total assets were 10.318 million yuan and the net assets were 5.8618 million yuan. In 2021, the operating income was 7.0642 million yuan and the net profit was -2.2036 million yuan.
Performance capacity: SteelLink information is not a person subject to execution for breach of trust, and it exists according to law and operates normally.
(III) basic information of Longzhong information
Company name: Shandong Longzhong Information Technology Co., Ltd
Unified social credit Code: 91370303676849987w
Enterprise type: limited liability company
Legal representative: Zhu Junhong
Registered capital: 4628855 yuan
Date of establishment: July 7, 2008
Registered address: room 810, block B, advanced ceramic industry innovation park, No. 125, Liuquan Road, high tech Zone, Zibo City, Shandong Province
Business scope: industrial data services.
Ownership structure:
No. shareholder name registered capital (10000 yuan) shareholding ratio (%)
1 Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) 19,287335 41.67%
2 Shanghai Xingshang Investment Co., Ltd. 1336484128.87%
3 Shanghai Longzhi equity investment fund partnership 543243711.74% (limited partnership)
4 Panlong 38580008.33%
5 Zhu Junhong 43459379.39%
Total 46288550100.00%
Longzhong information is a holding subsidiary within the scope of the consolidated statements of listed companies. Shanghai Xingshang Investment Co., Ltd., the shareholder of Longzhong information, is the same actual controller as the company. At the same time, other shareholders have not provided the same proportion of loans for Longzhong information. This loan matter needs to be submitted to the general meeting of shareholders for deliberation, and the shareholders associated with this matter shall withdraw from voting. Since Longzhong information is a subsidiary within the scope of the company’s consolidated statements, its assets are good, its operating conditions are expected to be good, and its risks are controllable, which will not harm the interests of the company and shareholders.
Main financial data: at the end of 2021, the audited total assets were 313878400 yuan and the net assets were
2506263 million yuan. In 2021, the operating income was 996833 million yuan and the net profit was -253303 million yuan. Performance capability: Longzhong information is not a dishonest person, and it exists and operates normally according to law.
(IV) basic information of steel Lianbao
Company name: Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Bao Network Technology Co., Ltd
Unified social credit Code: 913101130879468421
Enterprise type: limited liability company
Legal representative: Zhu Junhong
Registered capital: 100 million yuan
Date of establishment: February 20, 2014
Main business: third party payment
Ownership structure:
No. shareholder name registered capital (10000 yuan) shareholding ratio
1 Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) 6,080.00 60.80%
2 Shanghai gangyin e-commerce Co., Ltd. 294000 29.40%
3 Shanghai Xingye Investment Development Co., Ltd. 980.00 9.80%
Total 1000000 100.00%
The company holds 60.80% of the equity of ganglianbao, which is the holding subsidiary within the scope of the consolidated statements of the listed company. The borrowing matter needs to be submitted to the general meeting of shareholders for deliberation, and the shareholders associated with the matter shall withdraw from voting. Considering that ganglianbao is a subsidiary within the scope of the company’s consolidated statements, with good assets and controllable risks, it will not damage the interests of the company and shareholders.
Main financial data: at the end of 2021, the audited total assets were 1021838 million yuan and the net assets were 1015942 million yuan. In 2021, the operating income was 4.8877 million yuan and the net profit was 4.0311 million yuan.
Performance capacity: ganglianbao is not a dishonest person to be executed, and it exists according to law and operates normally.
(V) basic information of Zoomlion
1. Company name: Beijing zhongliangang e-commerce Co., Ltd
Unified social credit Code: 91110108726341648w
Enterprise type: limited liability company
Legal representative: Wang Shenli
Registered capital: 29.39 million yuan
Date of establishment: May 29, 2001
Registered address: 1101, floor 11, building 1, No. 6, Middle North Third Ring Road, Xicheng District, Beijing
Main business: industrial data service.
Ownership structure:
No. shareholder name registered capital (10000 yuan) shareholding ratio
1 Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) 1,399.00 47.6%
2 others
