Announcement on providing financial assistance and related party transactions
Securities code: 002458 securities abbreviation: Shandong Yisheng Livestock & Poultry Breeding Co.Ltd(002458) Announcement No.: 2022-005 Shandong Yisheng Livestock & Poultry Breeding Co.Ltd(002458) announcement on financial assistance and related party transactions provided by controlling shareholders free of charge
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
In order to support the business development of Shandong Yisheng Livestock & Poultry Breeding Co.Ltd(002458) (hereinafter referred to as “the company”), the company signed the loan agreement with the controlling shareholder Mr. Cao Jisheng on January 19, 2022, and Mr. Cao Jisheng provided the company with an interest free loan of RMB 50 million. Mr. Cao Jisheng is the controlling shareholder, director and President of the company. According to the Listing Rules of Shenzhen Stock Exchange and other relevant regulations, Mr. Cao Jisheng is an affiliated natural person of the company. This financial assistance constitutes a connected transaction.
On January 19, 2022, the 24th Meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors deliberated and adopted the proposal on financial assistance and related party transactions provided by controlling shareholders free of charge. Mr. Cao Jisheng, a related director, withdrew from voting when considering the proposal. The independent directors of the company approved the related party transaction in advance and expressed their independent opinions on the matter.
According to the Shenzhen Stock Exchange Stock Listing Rules, the articles of association and the company’s related party transaction management system, the above related party transactions do not constitute a major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies, and do not need to be submitted to the shareholders’ meeting of the company for deliberation.
2、 Basic information of related parties
Up to now, Mr. Cao Jisheng holds 41.14% of the shares of the company, is the controlling shareholder of the company, serves as the director and President of the company, and is an associated natural person of the company according to the stock listing rules of Shenzhen Stock Exchange and other relevant regulations. The controlling shareholder provides financial assistance to the company
Announcement on providing financial assistance and related party transactions
Items constitute related party transactions.
Upon inquiry, Mr. Cao Jisheng does not belong to the person subject to execution for dishonesty.
3、 Main contents of related party transactions
1. Transaction amount: 50 million yuan.
2. Purpose of loan: to meet the needs of the company’s production and operation and daily working capital.
3. Loan term: no more than 1 year.
4. Loan interest rate: interest free (0%).
5. Other information: there is no other additional cost for this financial assistance, and the company does not need to provide any form of guarantee such as guarantee, mortgage, pledge and so on.
4、 Purpose of the transaction and its impact on the company
The financial assistance provided by the controlling shareholders free of charge is conducive to supplement the working capital required for the daily operation of the company, improve the financing efficiency and reduce the financial expenses. It is the active support of the controlling shareholders for the operation of the company, and there is no behavior damaging the interests of the company and minority shareholders.
This related party transaction will not have a significant adverse impact on the company’s financial status, operating results and independence, and the company’s main business will not rely on related parties due to this related party transaction.
5、 Total amount of various related party transactions accumulated with the related party
After the loan is provided, the company has accumulated a total amount of related party transactions with the controlling shareholder of RMB 150 million for 12 consecutive months.
6、 Opinions of independent directors
1. Prior approval opinion
The financial assistance provided by the controlling shareholder to the company for free reflects its support for the company’s development. The financial assistance funds are mainly used to supplement the company’s working capital, ensure the demand for working capital in the company’s daily business activities and meet the company’s business needs; This connected transaction does not harm the interests of the company and minority shareholders, will not affect the independence of the company, and is in line with the overall interests of the company.
In conclusion, we agree that the controlling shareholder shall provide financial assistance and related party transactions for the company free of charge, and agree to submit the proposal to the board of directors for deliberation.
2. Independent opinion
This related party transaction reflects the controlling shareholder’s support for the company’s development, is conducive to expanding the company’s financing channels, and ensures the company’s demand for working capital in its daily business activities, which is in line with the company’s requirements
Announcement on providing financial assistance and related party transactions
Business needs of the company; The controlling shareholder provides financial assistance to the company free of charge, without any other expenses borne by the company, nor does the company provide any form of guarantee and financial commitment to it; This connected transaction does not harm the interests of the company, shareholders, especially minority shareholders; The voting procedure of the board of directors on this related party transaction was legal and compliant, and the related directors avoided voting, which was in line with the provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations and the articles of association.
In conclusion, we agree that the controlling shareholder of the company provides financial assistance and related party transactions for the company free of charge.
7、 Documents for future reference
1. Resolution of the 24th Meeting of the 5th board of directors.
2. Resolution of the 19th meeting of the 5th board of supervisors.
3. Prior approval opinions and independent opinions of independent directors on matters related to the 24th Meeting of the Fifth Board of directors.
It is hereby announced.
Shandong Yisheng Livestock & Poultry Breeding Co.Ltd(002458)
Board of directors
January 20, 2022
