Securities code: 000798 securities abbreviation: Cnfc Overseas Fisheries Co.Ltd(000798) Announcement No.: 2022-003 Cnfc Overseas Fisheries Co.Ltd(000798)
On renewing the capital loan agreement with the controlling shareholder
Announcement of related party transactions
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
1. Up to now, Cnfc Overseas Fisheries Co.Ltd(000798) (hereinafter referred to as “the company”) has borrowed 162 million yuan from the controlling shareholder China Agricultural Development Group Co., Ltd. (hereinafter referred to as “China Agricultural Development Group”) to meet the needs of the company to combat the epidemic and stabilize its operation. As China Agricultural Development Group adjusted the loan interest rate of its affiliated enterprises from 4.60% to 3.85%. On January 11, 2022, the company renewed the loan agreement with China Agricultural Development Group, with a loan term of 12 months and a loan maturity date of November 30, 2022. The originally signed loan agreement shall be annulled at the same time.
2. According to the recognition criteria for related parties in the Listing Rules of Shenzhen Stock Exchange, China Agricultural Development Group Co., Ltd. holds 25.36% of the total share capital of the company and is the controlling shareholder of the company. Therefore, this constitutes a related party transaction and complies with the provisions of paragraph 1 of article 10.1.3 of the Listing Rules of Shenzhen Stock Exchange.
3. The above transaction has been deliberated and adopted at the fourth meeting of the eighth board of directors of the company (related directors abstained from voting), and the independent directors have expressed their prior approval opinions and independent opinions. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction still needs to be approved by the general meeting of shareholders, and the related parties will avoid voting.
4. The above related party transactions do not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies, and do not require the approval of relevant departments.
2、 Basic information of related parties
Company name: China Agricultural Development Group Co., Ltd
Legal representative: Cao Jianglin
Registered capital: 41914882586 yuan
Company type: limited liability company (solely state-owned)
Address: No. 31, Minfeng Hutong, Xidan, Xicheng District, Beijing
Unified social credit Code: 91110000100003057a
Business scope: dispatch labor personnel required for overseas projects commensurate with their strength, scale and performance. Contracting overseas fishery projects and domestic fishery international bidding projects; International fishery cooperation in marine fishing, aquaculture and processing; Undertake China’s foreign economic assistance projects in this industry; Providing consultation, survey and design related to fisheries; Using foreign resources, funds and technology to carry out labor cooperation in China; Import and export business; Undertake processing with supplied materials; External consulting services for aquatic industry; Sales of fishing boats, fishing machines and materials needed for fishing. (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Main financial data of China Agricultural Development Group Co., Ltd. in the latest year:
Unit: RMB 10000
Subject: December 31, 2020 September 30, 2021
Total assets 3476431.80 4037299
Total owner’s equity 1574068.10 1675486
Operating income 3496060.20 2693569 net profit 56323.60 57036
Upon inquiry, China Agricultural Development Group Co., Ltd. is not a dishonest executee.
3、 Main contents of related party transactions
On January 11, 2022, the company and China Agricultural Development Group signed the intra system financing agreement – renewal, with a short-term loan of 162 million yuan to supplement the company’s working capital. The loan interest rate is 3.85%, and the loan term is 12 months (from November 21, 2021 to November 20, 2022), with interest calculated from the value date agreed in the contract. The original signed loan agreement shall be annulled at the same time.
4、 Pricing policy and basis of related party transactions
The interest rate of this loan fluctuates within the legal range according to the capital market conditions and the benchmark interest rate of similar loans in the same period uniformly promulgated by the people’s Bank of China, which is set at 3.85%. Both parties to the transaction follow the principles of fairness and voluntariness, and there is no behavior damaging the interests of the company and its shareholders. 5、 Purpose of related party transactions and its impact on Listed Companies
1. This transaction meets the company’s business development needs, adjusts the company’s capital structure, effectively replenishes working capital, ensures the sustainable development of the company and conforms to the interests of all shareholders.
2. This transaction will not have a significant impact on the company’s financial status, operating results and independence. The company’s main business will not rely on related parties due to this connected transaction, and there is no interest transmission and transaction risk.
3. The related party transactions between the company and the controlling shareholders do not occupy the company’s funds, and will not damage the legitimate rights and interests of the company and its shareholders, especially the minority shareholders. The transaction decisions are made in strict accordance with the relevant systems of the company.
6、 Accumulated various connected transactions with the related party from the beginning of the year to the disclosure date
From the beginning of the year to the disclosure date, the company had no related party transactions with the related person.
7、 Review procedures for the performance of this transaction
1. Review procedures for the performance of this transaction
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the working rules of audit and risk control committee and the articles of association, the independent directors of the company have expressed their prior approval opinions on this connected transaction, The audit and risk control committee of the board of directors of the company issued a written review opinion on the connected transaction and agreed to submit the proposal to the board of directors of the company for deliberation.
The fourth meeting of the 8th board of directors held on January 11, 2022 considered and approved the proposal on renewing the capital loan agreement with the controlling shareholder (see Announcement No. 2022-002 for details), and the related directors Mr. Dong Enhe and Mr. Zhou Ziyu avoided voting. The voting result was 6 in favor, 0 against and 0 abstention.
2. Prior approval opinions and independent opinions of independent directors
In accordance with the Listing Rules of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations and the relevant provisions of the articles of association, we, as independent directors of Cnfc Overseas Fisheries Co.Ltd(000798) (hereinafter referred to as “the company”), with a serious and responsible attitude, Express the following independent opinions on the related loan proposal at the fourth meeting of the eighth board of directors of the company:
Before the fourth meeting of the 8th board of directors, the company provided relevant information on this related party transaction, explained the necessity, and obtained our prior approval; When the board of directors considered relevant proposals, the related directors avoided voting, and the deliberation and decision-making procedures of the board of directors were in line with relevant laws and regulations and the articles of association.
The related party transaction between the company and the controlling shareholder is a normal commercial transaction. The content of the agreement is legal. The transaction pricing principle is to price according to the market price, fair and reasonable, which is in line with the fundamental interests of the company, does not damage the interests of non related shareholders, and complies with the provisions of relevant laws, regulations, articles of association and systems.
This transaction is to meet the needs of the company to fight the epidemic and stabilize its operation, which is conducive to the sustainable development of the company. This transaction will not damage the legitimate rights and interests of the company and shareholders, especially minority shareholders. Therefore, we agree to the company’s related borrowings. This matter needs to be deliberated and approved by the general meeting of shareholders of the company.
8、 Documents for future reference
1. Resolutions of the 4th meeting of the 8th board of directors;
2. Prior approval opinions and independent opinions of independent directors.
It is hereby announced.
Cnfc Overseas Fisheries Co.Ltd(000798) board of directors January 12, 2022
