Securities code: Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) securities abbreviation: Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Announcement No.: 2022022 Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226)
Announcement on loans from related parties and related party transactions of steel bank E-commerce
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 steel bank e-commerce to related parties. The details are 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 to the company’s controlling shareholder Shanghai Xingye Investment Development Co., Ltd. (hereinafter referred to as “Xingye Investment”) for a loan of no more than 200 million yuan (which can be recycled within this limit) Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Internet of things Co., Ltd. (hereinafter referred to as “Ganglian Internet of things”), a subsidiary of industrial investment, the controlling shareholder, applies for a loan of no more than RMB 100 million (which can be recycled within this limit) Hangzhou laiqi Information Technology Co., Ltd. (hereinafter referred to as “Hangzhou laiqi”), a subsidiary of industrial investment, borrows no more than 150 million yuan (it can be recycled within this limit. Gangyin e-commerce cooperates with Hangzhou laiqi through the third-party payment platform shangmeng Business Service Co., Ltd. gangyin e-commerce opens an account with shangmeng Business Service Co., Ltd. to pay for goods externally, Hangzhou laiqi provides relevant loans, and gangyin e-commerce and shangmeng do not involve fees or service settlement). The annual interest rate of loans is no more than 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).
Xingye Investment, the object of this connected transaction, is the controlling shareholder of the company, and SteelLink Internet of things and Hangzhou laiqi are the companies controlled by the controlling shareholder of the company. At the same time, the legal representative of the company and SteelLink Internet of things is Mr. Zhu Junhong. 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.
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, Societe Generale investment, steel union Internet of things and Hangzhou laiqi plan to provide steel bank e-commerce with a total loan of no more than RMB 45 million (recyclable within the validity period) with their own funds. The term is one year after the deliberation and approval of 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 shall not exceed 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 Xingye Investment Development Co., Ltd
Unified social credit Code: 91310230703129265t
Legal representative: Tang Jingying
Address: room 243, building 10, No. 825, Xinkaihe Road, Xinhe Town, Chongming District, Shanghai (Shanghai Xinhe Economic Development Zone)
Registered capital: 140 million yuan
Date of establishment: February 12, 2001
Company type: one person limited liability company (sole proprietorship of legal person)
Main business: Investment Management
Equity structure: Yadong Guangxin Technology Development Co., Ltd. holds 100% of its equity.
Actual controller: Guo Guangchang
Related relationship: industrial investment is the controlling shareholder of the company. The loan of steel bank e-commerce from industrial investment constitutes a related party transaction.
Main financial data: at the end of September 2021, the audited total assets were 50449511900 yuan and the net assets were 6890219500 yuan. From January to September 2021, the operating income was 47410040500 yuan and the net profit was -391455600 yuan.
Performance ability: Societe Generale investment is not a dishonest person, it exists according to law and operates normally
2. Company name: Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) Internet of things Co., Ltd
Unified social credit Code: 913101130935024205
Company type: other limited liability companies
Legal representative: Zhu Junhong
Registered capital: 500 million yuan
Date of establishment: March 27, 2014
Registered address: 8th floor, No. 68, Yuanfeng Road, Baoshan District, Shanghai
Main business: warehousing services
Ownership structure:
Serial number shareholder name registered capital shareholding ratio (10000 shares) (%)
1 Shanghai Xingye Investment Development Co., Ltd. 4000080.00%
2 Shanghai Xingshang Investment Co., Ltd. 900018.00%
3 Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) 1,000 2.00%
Total 5 Shenzhen Ecobeauty Co.Ltd(000010) 0.00%
Actual controller: Guo Guangchang
Affiliated relationship: the actual controller of the company and SteelLink Internet of things are Mr. Guo Guangchang and the legal representative is Mr. Zhu Junhong. This event constitutes a connected transaction.
Main financial data: from January to December 2021, its operating income was 3291159 million yuan, and its net profit was 250416 million yuan. As of December 31, 2021, its total assets were 470266 million yuan, and its net assets were 4106374 million yuan.
Performance capability: Ganglian Internet of things is not a dishonest executee, existing according to law and operating normally.
3. Company name: Hangzhou laiqi Information Technology Co., Ltd
Unified social credit Code: 913 Yoantion Industrial Inc.Ltd(301053) 28303152p
Legal representative: Zheng Yi
Address: room 701, building 9, Xixi bafangcheng, Wuchang Street, Yuhang District, Hangzhou, Zhejiang Province
Registered capital: 15 million yuan
Date of establishment: January 9, 2015
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Main business: network technology, e-commerce, computer software and hardware, computer network engineering, communication equipment, communication technology, monitoring technology, technical development of electronic components, technical consultation, technical services and achievement transfer; Economic information consultation; Conference services; Industrial investment (without the approval of financial and other regulatory authorities, it is not allowed to engage in financial services such as financing deposits, financing guarantees and customer financing from the public); Communication system integration; Sales and door-to-door installation of communication equipment (those involving licenses and qualification certificates shall be operated with valid licenses and qualification certificates); Generic cabling of building intelligent system.
Equity structure: Zhejiang shangmeng Technology Co., Ltd. holds 100% of its equity.
Actual controller: Guo Guangchang
Related relationship: Hangzhou laiqi is a subsidiary of Societe Generale investment, the controlling shareholder of the company. The loan from steel bank e-commerce constitutes a related party transaction.
Main financial data: at the end of 2021, the audited total assets were 25.335 million yuan and the net assets were -438497 million yuan. In 2021, the operating income was 260632 million yuan and the net profit was -143077 million yuan.
Performance capacity: Hangzhou laiqi is not a dishonest person to be executed, and exists in accordance with the law and operates normally.
5、 Pricing policy and basis of transaction
This transaction is a loan from the company’s holding subsidiary gangyin e-commerce to Xingye Investment, Ganglian Internet of things and Hangzhou laiqi, which is used to meet the needs of the daily business development of gangyin e-commerce and meet 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 conducive to the development needs of steel bank e-commerce business. They are unsecured. Compared with other financing borrowings, they have greater flexibility and convenience, help reduce financing costs and financing risks, broaden the company’s financing channels, help the development of the overall business of steel bank e-commerce, and comply 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. The affiliated directors Mr. Zhu Junhong, Mr. Zhang Houlin, Mr. Wei Junfeng and Ms. Wang Fang withdrew from voting, and other non affiliated directors unanimously agreed to the proposal. At the 9th meeting of the 5th board of supervisors held on the same day, the affiliated supervisor pan Donghui withdrew from voting.
The independent directors approved the proposal in advance: this transaction constitutes a connected transaction, the financing cost borne by the company’s holding subsidiary 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. Therefore, we agree to submit this proposal to the board of directors for deliberation.
Independent opinions of independent directors: the deliberation procedure of loan from related parties of 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 related parties accumulated from the beginning of this year to the announcement date
From the beginning of 2022 to the announcement date, the maximum amount of the company’s loan from Societe Generale investment is RMB 150 million, and the loan balance is RMB 150 million, which does not exceed the approval limit of the announcement on applying for loans and related party transactions from controlling shareholders (Announcement No.: 2015063) issued by the company on May 6, 2015. The maximum amount of loan from ICBC e-commerce to Societe Generale investment is RMB 200 million, and the loan balance is RMB million, which does not exceed the approval limit of the announcement on loan and related party transaction from controlling shareholders of ICBC e-commerce, a holding subsidiary, issued by the company on May 14, 2021 (Announcement No.: 2021055).
From the beginning of 2022 to now, the company has charged rent of RMB 0 million from the steel union Internet of things, and the amount of warehousing services purchased by the steel bank e-commerce from the steel union Internet of things is RMB 0 million, which does not exceed the announcement on confirming the daily related party transactions in 2020 and the daily related party transactions in 2021 disclosed by the company on March 30, 2021 (Announcement No.:
