Securities code: Tianjin Songjiang Co.Ltd(600225) securities abbreviation: Tianjin Songjiang Co.Ltd(600225) Announcement No.: pro 2022033
Tianjin Songjiang Co.Ltd(600225)
Announcement on related party transactions of borrowing from related parties in 2022
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.
1、 Overview of related party transactions
According to the business development needs of Tianjin Songjiang Co.Ltd(600225) (hereinafter referred to as “the company”), it is proposed to authorize the company and its holding subsidiaries to apply for loans from related parties in 2022. For loans with a total amount of no more than 1 billion yuan, a capital cost of no more than 12% and a loan term of no more than 3 years, the management of the company is authorized to handle specific matters according to the actual financing needs within the amount approved by the general meeting of shareholders, This authorization is valid from the effective date of this proposal to the day before the 2022 annual general meeting of shareholders.
The 29th meeting of the 10th board of directors of the company deliberated and adopted the proposal on Authorizing the company and its holding subsidiaries to apply for loans from related parties in 2022. The related directors Yan Peng, Liu Xinlin, Li Rong, Zhou Lan and Zhang Kunyu avoided voting, and the non related directors unanimously agreed and voted. The related party transaction proposal still needs to be approved by the 2021 annual general meeting of shareholders of the company, and the related parties interested in the related party transaction need to give up the right to vote on the related party transaction proposal at the general meeting of shareholders.
2、 Introduction and relationship of related parties
Related parties of the company include but are not limited to Tianjin Jincheng Jinshi Capital Management Co., Ltd., Tianjin Jincheng state owned capital investment and Operation Co., Ltd., Mr. Zhang Kunyu, etc.
Related parties providing funds to the company include but are not limited to Tianjin Jincheng Jinshi Capital Management Co., Ltd., Tianjin Jincheng state owned capital investment and Operation Co., Ltd. and Mr. Zhang Kunyu. The details are as follows:
Related party 1:
Company name: Tianjin Jincheng Jinshi Capital Management Co., Ltd
Registered address: 184079, 18th floor, Baofeng building, No. 3678 Xinhua Road, Tianjin pilot free trade zone (central business district), legal representative: Wang Zhigang
Registered capital: 1 billion yuan
Company type: limited liability company (sole proprietorship of legal person)
Business scope: Asset Management (excluding financial assets); Investment management; Investment consultation (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Related relationship: Tianjin Jincheng Jinshi Capital Management Co., Ltd. is the controlling shareholder of the company and constitutes the related party of the company. Related party 2:
Company name: Tianjin Jincheng state owned capital investment and Operation Co., Ltd
Registered address: a602-6, No. 30, Binjiang Road, Heping District, Tianjin
Legal representative: Jin Baoxin
Registered capital: RMB 12 billion
Company type: limited liability company (solely state-owned)
Business scope: various capital operation businesses, including investment in industries permitted by national laws and regulations with its own funds; Investment management; Investment consulting; business management; Business information consultation; Financial information consultation. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Related relationship: Tianjin Jincheng state owned capital investment and Operation Co., Ltd. holds 5.49% of the company’s equity and is the indirect controlling shareholder of the company, constituting the related party of the company.
Related party 3:
Mr. Zhang Kunyu is a director and deputy general manager of the company and constitutes a related party of the company.
3、 Main contents of related party transactions
According to the business development needs of the company, it is proposed to authorize the company and its holding subsidiaries to apply for loans from related parties in 2022. For loans with a total amount of no more than 1 billion yuan, a capital cost of no more than 12% and a loan term of no more than 3 years, the management of the company is authorized to handle specific matters according to the actual financing needs within the limit approved by the general meeting of shareholders, This authorization is valid from the effective date of this proposal to the day before the 2022 annual general meeting of shareholders. The company will disclose to the public in a timely manner after the occurrence of related party transactions.
4、 Necessity of related party transactions and its impact on the company
Due to the needs of business development, the capital demand of the company is increasing. The related parties provide working capital to the company and its holding subsidiaries, which has no adverse impact on the company.
5、 Review procedures of related party transactions
1. Prior approval of independent directors
The independent directors of the 10th board of directors of the company approved the related party transaction in advance.
2. Voting of the board of directors and withdrawal of related directors
The above related party transactions have been submitted to the 29th meeting of the 10th board of directors of the company for deliberation. The related directors avoided voting, and the non related directors unanimously agreed and voted.
3. Independent opinions expressed by independent directors
The independent directors believe that the pricing of related party transactions of the loan follows the principles of openness, fairness, impartiality and marketization, and the transaction price refers to the market interest rate level; During the voting of the proposal, the related directors avoided voting and implemented the relevant avoidance voting system. The trading and decision-making procedures comply with the relevant provisions of the company law, the securities law, the stock listing rules of Shanghai Stock Exchange and the articles of association. They are equal to all shareholders of the company and do not harm the interests of the company and other shareholders, especially small and medium-sized shareholders and non related shareholders. We agree to the proposal on Authorizing the company and its holding subsidiaries to apply for loans from related parties in 2022.
4. This proposal needs to be approved by the general meeting of shareholders of the company, and shareholders related to this connected transaction need to avoid voting. It is hereby announced.
Tianjin Songjiang Co.Ltd(600225) board of directors
April 27, 2022
