Securities code: Juneyao Grand Healthy Drinks Co.Ltd(605388) securities abbreviation: Juneyao Grand Healthy Drinks Co.Ltd(605388) Announcement No.: 2022025 Juneyao Grand Healthy Drinks Co.Ltd(605388)
About using part of its own funds to carry out financial service business
And related party transactions
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 content tips:
● the matter needs to be submitted to the general meeting of shareholders for deliberation.
● impact of related party transactions on Listed Companies: Juneyao Grand Healthy Drinks Co.Ltd(605388) (hereinafter referred to as "the company") and its holding subsidiaries carry out continuous deposit and loan and other financial services business with Shanghai Huarui Bank Co., Ltd. (hereinafter referred to as "Huarui bank"), which is normal financial business, and the transaction pricing conforms to the fair and reasonable market price, meets the actual needs of the company and its holding subsidiaries, and there is no situation that damages the interests of the company and its holding subsidiaries, The interests of the company and its holding subsidiaries can be reasonably guaranteed. This connected transaction has no impact on the independence of the company, and the company and its holding subsidiaries will not rely on Huarui bank.
● as of the date of this announcement, in the past 12 months, in addition to the daily related party transactions, the related party transactions between the company and Junyao group and its subsidiaries are: the authorized company and its holding subsidiaries have a transaction limit of 600 million yuan for entrusted financial management and financial services with Shanghai Aijian Trust Co., Ltd. (hereinafter referred to as "Aijian Trust") and Huarui bank, which are subsidiaries of Junyao group. In addition, there have been no other related party transactions with them; Nor has it had similar related party transactions with other related parties.
1、 Review procedures for the performance of related party transactions
According to the current situation of the bank's holding company's cash flow not exceeding RMB 1.2 billion and the maximum operating amount of the bank's holding company's cash flow not exceeding RMB 1.2 billion within 3 months after the shareholders' meeting. After this authorization takes effect, the previous authorization will be overwritten. As the controlling shareholder of the company, Shanghai Junyao (Group) Co., Ltd. (hereinafter referred to as "Junyao group") holds 30% equity of Huarui bank and is the largest shareholder of Huarui bank, this transaction constitutes a connected transaction in accordance with the stock listing rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 - transactions and connected transactions.
As of the date of this announcement, in the past 12 months, in addition to the daily related party transactions, the related party transactions between the company and Junyao group and its subsidiaries are: the authorized company and its holding subsidiaries have a transaction limit of 600 million yuan for entrusted financial management and financial services with Aijian Trust and Huarui bank, the subsidiaries of Junyao group, and there have been no other related party transactions with them; Nor has it had similar related party transactions with other related parties.
At the 17th meeting of the 4th board of directors held on April 19, 2022, the company deliberated and adopted the proposal on using part of its own funds to carry out financial service business and related party transactions, and the related directors Wang Junhao, Jiang Hailong, you Yongshi and Zhu Xiaoming avoided voting. The matter was adopted with 5 affirmative votes, 0 negative votes and 0 abstention votes. Independent directors Shi Zhanzhong, Xu Zongyu and Wang Zhong recognized the connected transaction in advance and expressed their independent opinions with explicit consent. This transaction must be approved by the general meeting of shareholders, and the related shareholders will avoid voting on this matter at the general meeting of shareholders.
2、 Introduction to related parties
Company name: Shanghai Huarui Bank Co., Ltd
Legal representative: Hou Funing
Registered capital: 300 million yuan
Registered address: units 01 and 02, 1st floor, No. 1239, Century Avenue, China (Shanghai) pilot Free Trade Zone
Business scope: 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. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Affiliation: Junyao group, the controlling shareholder of the company, holds 30% equity of Huarui bank and is the largest shareholder of Huarui bank. At the same time, Mr. Jiang Hailong, the director of the company, serves as the director of Huarui bank. According to the provisions of article 6.3.3, paragraph 1 (II) and (III) of the Listing Rules of Shanghai Stock Exchange, Huarui bank constitutes an affiliated party of the company.
Main financial data of the latest period: as of September 30, 2021, Huarui bank had total assets of 46.274 billion yuan, net assets of 4.315 billion yuan, operating revenue of 1.142 billion yuan and net profit of 180 million yuan. The above data have not been audited.
There is no relationship between the above related parties and the company and its holding subsidiaries in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
3、 Estimated content of related party transactions
The company and its holding subsidiaries intend to carry out continuous deposit and loan and other financial services with Huarui bank with a maximum amount of no more than 300 million yuan, that is, within the authorization period, the maximum balance of daily deposit and loan of the company and its holding subsidiaries in Huarui bank shall not exceed 300 million yuan.
4、 Analysis of related party's performance capability
Huarui bank is a commercial bank approved by the Bank Of China Limited(601988) Industry Regulatory Commission (hereinafter referred to as the "CBRC"), which is supervised by the CBRC and the people's Bank of China. It is qualified to engage in relevant businesses and can provide deposit, loan and financial services for the company and its holding subsidiaries. The risks of deposit and loan and other financial businesses between the company and its holding subsidiaries and Huarui bank are mainly reflected in security and liquidity. The company will pay close attention to the operation of Huarui bank, timely grasp its main financial indicators and strengthen risk monitoring.
5、 Pricing policy of related party transactions
The deposits and other financial services involved in this related party transaction will follow the principles of openness, fairness and impartiality, and conduct transactions with related parties according to the principles of voluntariness, equality and mutual benefit, which will not damage the legitimate rights and interests of the company, holding subsidiaries and minority shareholders.
6、 Impact of related party transactions on the company
The daily production and operation of the company and its holding subsidiaries need to carry out continuous financial service cooperation with relevant banks. Huarui bank is selected as one of the corporate financial service cooperative banks, mainly based on its comprehensive considerations such as asset strength, localized financial service quality and social image. The deposit and loan and other financial service businesses carried out by the company and its holding subsidiaries and Huarui bank are normal financial businesses, and the transaction pricing conforms to the fair and reasonable market price and meets the actual needs of the company and its holding subsidiaries. There is no damage to the interests of the company and its holding subsidiaries, and the interests of the company and its holding subsidiaries can be reasonably guaranteed.
This connected transaction has no impact on the independence of the company, and the company and its holding subsidiaries will not rely on Huarui bank. The company will closely monitor the development of relevant businesses, strengthen internal control management and prevent various risks.
7、 Special comments
The audit committee of the board of directors of the company believes that this related party transaction is to protect and support the daily production and operation of the company and its holding subsidiaries. The related party transaction is carried out on the basis of openness, fairness and mutual benefit. The price of the related party transaction is to be determined according to the market-oriented principle, which is in line with the maximum interests of the company, its holding subsidiaries and all shareholders, and does not harm the company The interests of holding subsidiaries and other shareholders will not affect the independence of listed companies, and will not have a significant impact on the current and future financial status and operation of the company and holding subsidiaries. Therefore, the audit committee agreed to the proposal on using part of its own funds to carry out financial service business and related party transactions.
Prior approval opinions of the independent directors of the company: the company and its holding subsidiaries used some idle self owned funds to carry out continuous deposit and loan and other financial services with related party Huarui bank this time. The transaction price and pricing method comply with the market pricing principle, and no damage to the interests of listed companies and minority shareholders was found; The company and its holding subsidiaries have fully demonstrated this connected transaction, and the counterparty Huarui bank has good financial condition, standardized operation and good performance ability; We agree to submit the proposal to the board of directors for deliberation.
Independent opinions of the independent directors of the company: the company and its holding subsidiaries use part of their own funds to carry out continuous deposit and loan and other financial services with related party Huarui bank, which is conducive to improving the use efficiency of their own funds and obtaining certain investment income. The reasons for the transaction between the two parties of the related party transaction are reasonable and sufficient, the pricing principles and methods of the related party transaction are appropriate and reasonable, and the related matters of the related party transaction have fulfilled the necessary internal decision-making procedures of the related party transaction, and there is no behavior that damages the interests of the company, its holding subsidiaries and their shareholders, especially the small and medium-sized shareholders. Therefore, it is agreed that the company and its holding subsidiaries use their own funds of no more than RMB 300 million to carry out continuous deposit and loan and other financial services with related party Huarui bank, and agree to submit the matter to the general meeting of shareholders of the company for deliberation. The board of supervisors of the company believes that: on the premise of ensuring the daily operation and capital safety, the company and its holding subsidiaries use some of their own funds to carry out continuous deposit and loan and other financial services with the related party Huarui bank, which will not affect the normal needs of the daily capital turnover of the company and its holding subsidiaries, the normal development of the main business of the company and its holding subsidiaries, and will not damage the company, its holding subsidiaries and all shareholders, Especially for the interests of minority shareholders, the relevant approval procedures comply with the provisions of laws and regulations and the articles of association.
It is hereby announced.
Juneyao Grand Healthy Drinks Co.Ltd(605388) board of directors April 20, 2022
