Securities code: Tibet Gaozheng Explosive Co.Ltd(002827) securities abbreviation: Tibet Gaozheng Explosive Co.Ltd(002827) Announcement No.: 2022031 Tibet Gaozheng Explosive Co.Ltd(002827)
Announcement on inter-bank lending and related party transactions with the controlling shareholders of the company
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、 Related party transactions
(I) overview of related party transactions
In order to seize the market opportunity and solve the temporary capital needs that may be encountered in the business development of Tibet Gaozheng Explosive Co.Ltd(002827) (hereinafter referred to as “the company”), the controlling shareholder Tibet Construction Engineering Building Materials Group Co., Ltd. (hereinafter referred to as “Tibet Construction Group”) plans to provide the company with inter-bank borrowing of no more than 100 million yuan. The annual interest rate of the loan shall be subject to the actual agreement, with a term of one year, and the interest shall be calculated from the date of arrival of the loan amount.
(II) approval by the board of directors
The above related party transactions were deliberated and approved at the 7th Meeting of the third board of directors held on May 23, 2022. The related director duojiluobu was the chairman of Tibet Construction Group, and Bai Yongsheng was the vice chairman and general manager of Tibet Construction Group. Independent directors recognized and expressed independent opinions in advance. This connected transaction needs to be submitted to the first general meeting of shareholders in 2022 for deliberation, and the connected shareholders will avoid voting.
(III) this related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. Since the related party of this transaction is the controlling shareholder of the company, Tibet Construction Group, this transaction constitutes a related party transaction.
2、 Introduction to related parties
1. Tibet Construction Engineering Building Materials Group Co., Ltd
Legal representative: dojilob
Nature of enterprise: limited liability company (solely state-owned)
Registered capital: RMB 80 million
Unified social credit Code: 9154 Shenzhen Quanxinhao Co.Ltd(000007) 10959518m
Controlling shareholder and actual controller: state owned assets supervision and Administration Commission of the people’s Government of Tibet Autonomous Region
Domicile / main office location: No. 2, Guihua Road, Liuwu New District, Lhasa, Tibet (east-west direction)
Date of establishment: November 12, 2001
The financial situation of Tibet Construction Group in the latest year:
Unit: 10000 yuan
Total assets net assets operating income net profit
2021231366016105128858924139171332023
March 31, 20222160480 Cimc Vehicles (Group) Co.Ltd(301039) 0885119524268 -844754
Business scope: production and manufacturing of building materials and related supporting raw and auxiliary materials, research, development and sales of production technology and equipment; Storage (excluding hazardous chemicals); Investment in building materials and related fields, asset operation, technical consultation and information services related to the above businesses, exhibition services, processing and sales of mineral products and chemical products (excluding hazardous chemicals), real estate development and operation management; Development, operation and management of cultural industry [for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments].
Affiliated relationship with the company: Tibet Construction Group is the controlling shareholder of the company, and the affiliated person meets the affiliated relationship specified in Item (I) of paragraph (II) of article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange. The transaction between the company and Tibet Construction Group constitutes a connected transaction. Tibet Construction Engineering Building Materials Group Co., Ltd. is not a dishonest person.
3、 Pricing policy and basis of related party transactions
The pricing of related party transactions follows the principles of fairness, rationality and fairness, and there is no damage to the interests of the company and all shareholders. The annual interest rate of the loan shall not exceed 5%, and the interest shall be calculated from the actual borrowing date. If the company repays in advance, the interest shall be calculated according to the actual lending amount and lending period.
4、 Main contents of related party transaction agreement
After the above related party transactions are considered and approved by the general meeting of shareholders, the company will sign contracts or agreements on related party transactions with related parties according to the capital needs in actual operation.
5、 Transaction purpose and impact on the company
According to the company’s future business development needs, due to the successive launch of national key projects in the region, some projects may lead to the extension of the cycle of accounts receivable. In order to alleviate the company’s medium and long-term capital gap, the company plans to solve the capital demand through various financing channels. Tibet Construction Group provides inter-bank lending to the company, which can effectively solve the problem of flexible and rapid financing of the company and is conducive to the business development of the company, It reflects the support of controlling shareholders for the development of the company and is in line with the interests of the company and all shareholders.
6、 This connected transaction does not involve other arrangements
7、 Total amount of various related party transactions with Tibet Construction Group and its related parties from the beginning of the year to the disclosure date
The related party transactions between the company and Tibet Construction Group and its related parties from the beginning of the year to the disclosure date are as follows:
Unit: Yuan
Related party transaction category related party transaction content actual amount as of May 20, 2022
Accept construction services construction services of Tibet Construction Investment Engineering Construction Co., Ltd. 193778983
Rental service vehicle rental 0 of Tibet Rishen Leasing Co., Ltd
Lease office from related parties Tibet Gaozheng Investment Co., Ltd. lease office 40134395
room
Accept property management services property services of Tibet Gaozheng Property Management Co., Ltd. 51254429
Provide blasting construction 345528478 construction service company of Tibet Changdu Gaozheng building materials Co., Ltd. to related parties
Fund lending service Tibet Construction Engineering Building Materials Group Co., Ltd. fund lending 0
Accept outsourcing services Tibet Tibetan building material and greening Co., Ltd. outsourcing services 0
company
8、 Prior approval opinions and independent opinions of independent directors
(I) prior approval
The independent directors of the company believe that the company’s borrowing funds from the controlling shareholders is mainly to meet the needs of the company’s capital turnover and operation, and the setting, calculation and collection of borrowing amount and interest rate are fair and reasonable.
The relevant arrangements comply with the relevant provisions of laws, regulations and normative documents, and there is no damage to the interests of the company and all non affiliated shareholders, especially minority shareholders.
It is agreed to submit the proposal on lending funds and related party transactions with the controlling shareholders of the company to the seventh meeting of the third board of directors for deliberation. At the same time, the affiliated directors shall avoid voting.
(II) independent opinions
The company has followed the principles of fairness, impartiality and marketization in lending funds to the controlling shareholders. The setting and collection of lending amount and interest rate are fair and reasonable, there is no transfer of interests and other phenomena, and there is no damage to the interests of the company and all non affiliated shareholders, especially small and medium-sized shareholders. When the board of directors of the company deliberated on this matter, the related directors withdrew according to law, and the convening and voting procedures of the board of directors were legal and effective, in line with the relevant provisions of laws and regulations and the articles of association. We agree to this proposal and agree to submit it to the first extraordinary general meeting of shareholders in 2022 for deliberation, and the related shareholders should avoid voting.
9、 Documents for future reference
1. Resolutions of the 7th Meeting of the 3rd board of directors;
2. Resolutions of the 7th Meeting of the 3rd board of supervisors;
3. Prior approval opinions of independent directors;
4. Independent opinions of independent directors.
It is hereby announced.
Tibet Gaozheng Explosive Co.Ltd(002827) board of directors may 24, 2022
