Securities code: 002732 securities abbreviation: Guangdong Yantang Dairy Co.Ltd(002732) Announcement No.: 2022-004 Guangdong Yantang Dairy Co.Ltd(002732)
Announcement on the proposed signing of financial service agreement and related party transactions with the related party Guangdong Agricultural Reclamation Group Finance Co., Ltd
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
Guangdong Yantang Dairy Co.Ltd(002732) (hereinafter referred to as “the company”) intends to sign a three-year financial service agreement with the related party Guangdong Nongken Group Finance Co., Ltd. (hereinafter referred to as “the finance company”) due to the needs of production and operation. According to the financial services agreement, the finance company provides a series of financial services to the company and its holding subsidiaries within its business scope, including but not limited to loan services, deposit services, settlement services and other businesses that the finance company can engage in approved by the Bank Of China Limited(601988) Insurance Regulatory Commission. Among them, the credit line shall not exceed RMB 100 million, and the loan interest rate shall be implemented in accordance with the relevant provisions of the people’s Bank of China and with reference to the loan market quotation interest rate (LPR) published by the national interbank lending center, and in principle, it shall not be higher than the loan interest rate of similar loans of other major commercial banks in China in the same period under the same conditions; The average daily deposit balance shall not exceed RMB 300 million, and the deposit interest rate shall be implemented in accordance with the deposit interest rate of the same kind in the same period uniformly issued by the people’s Bank of China, and shall not be lower than the interest rate applicable to Chinese commercial banks providing deposit services of the same grade in the same period.
On January 26, 2022, the company held the 16th meeting of the Fourth Board of directors, deliberated and passed the proposal on the proposed signing of financial service agreement and related party transactions with the related party Guangdong Agricultural Reclamation Group Finance Co., Ltd. the related directors of the company, Mr. Li Zhiping, Mr. Xie Limin and Mr. Yang Wei, avoided the deliberation and voting of the proposal, The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the proposal. The board of supervisors of the company held a meeting on the same day to consider and pass the proposal. This related party transaction still needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation. At that time, the related shareholders need to avoid the deliberation and voting of the proposal. The company holds 0.56% of the shares of the finance company, which is a joint-stock company of the company. Meanwhile, Guangdong Agricultural Reclamation Group Co., Ltd. and its subsidiaries hold 99.44% of the shares of the finance company, and Guangdong Agricultural Reclamation Group Co., Ltd. is the actual controller of the finance company. According to the provisions of section 3 of Chapter VI of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the finance company is an affiliated legal person of the company, and this event constitutes a connected transaction.
This item does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. 2、 Introduction to related parties
Company name: Guangdong Agricultural Reclamation Group Finance Co., Ltd
Unified social credit Code: 91440101ma5d1gx07u
Enterprise type: other limited liability companies
Legal representative: Cai Yinong
Registered capital: 500 million yuan
Company domicile: room 1901-1912, No. 607, yueken Road, Tianhe District, Guangzhou (office only)
Business scope: handle financial and financing consulting, credit assurance and related consulting and agency business for member units; Assist member units to realize the receipt and payment of transaction funds; Approved insurance agency business; Provide guarantee to member units; Handle entrusted loans between member units; Handle bill acceptance and discount for member companies; Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; Absorbing deposits from member units; Handle loans and financial leases for member units; Engage in interbank lending. (the specific business items shall be subject to the financial license and approval documents. This business scope is only limited to the licensed business of “Guangdong Agricultural Reclamation Group Finance Co., Ltd.”.
Major shareholders: Guangdong Agricultural Reclamation Group Co., Ltd. and its subsidiaries have a total shareholding ratio of 99.44%, and Guangdong Yantang Dairy Co.Ltd(002732) has a shareholding ratio of 0.56%.
Main financial data: as of December 31, 2020, the total assets were 1971726200 yuan, the total liabilities were 1468763500 yuan, and the net assets were 502962700 yuan. In 2020, the operating revenue was 20243300 yuan and the net profit was 2433400 yuan (the above data were audited).
As of December 31, 2021, the total assets were 2651.9278 million yuan, the total liabilities were 214.12581 million yuan, and the net assets were 510.6697 million yuan. In 2021, the operating revenue was 44.4705 million yuan and the net profit was 7.7989 million yuan. The above financial data have not been audited.
Relationship with listed companies: the company holds 0.56% of the shares of the finance company, which is a joint-stock company of the company. Meanwhile, Guangdong Agricultural Reclamation Group Co., Ltd. and its subsidiaries hold 99.44% of the shares of the finance company, and Guangdong Agricultural Reclamation Group Co., Ltd. is the actual controller of the finance company. According to the provisions of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the finance company is an affiliated legal person of the company.
Analysis of performance ability: the operation of the financial company is normal. After the company’s inquiry on the national enterprise credit information company and other websites, the financial company is not the person subject to dishonesty. Therefore, the company believes that the financial company has the performance ability.
3、 Basic information of related party transactions
Within its business scope, the finance company provides a series of financial services to the company and its holding subsidiaries, including but not limited to loan services, deposit services, settlement services and other businesses that the finance company can engage in approved by the Bank Of China Limited(601988) Insurance Regulatory Commission.
4、 Pricing policy and basis of related party transactions
1. Deposit service: the deposit interest rate of the financial company providing deposit service to the company and its holding subsidiaries shall be implemented in accordance with the deposit interest rate of the same kind in the same period uniformly issued by the people’s Bank of China, and shall not be lower than the interest rate applicable to Chinese commercial banks providing deposit service of the same grade in the same period.
2. Loan service: the loan interest rate of the finance company providing loan services to the company and its holding subsidiaries shall be implemented in accordance with the relevant provisions of the people’s Bank of China and with reference to the loan market quotation rate (LPR) published by the national interbank lending center, and in principle, it shall not be higher than the loan interest rate of similar loans of other major commercial banks in China in the same period under the same conditions.
3. Other services: financial companies provide various financial services other than deposits and loans, and the charging standard shall not be higher than the same level of business expenses of other major financial institutions in China.
5、 Main contents of related party transaction agreement
Party A: Guangdong Nongken Group Finance Co., Ltd
Party B: Guangdong Yantang Dairy Co.Ltd(002732)
(I) according to the business scope approved by Bank Of China Limited(601988) Insurance Regulatory Commission, Party A provides the following financial services to Party B and Party B’s holding subsidiaries:
1. Loan services
(1) During the term of this agreement, Party A shall provide comprehensive credit services to Party B and its holding subsidiaries, including fixed asset loans, working capital loans, bill acceptance and discount, letter of guarantee and accounts receivable factoring, guarantee services and other forms of financing.
(2) During the term of this agreement, Party A shall provide Party B and its holding subsidiaries with a total credit line of no more than RMB 100 million.
2. Deposit service
Party A has the right to choose different deposit products and terms independently, and Party A shall ensure the capital security of Party B’s deposit.
(2) During the term of this agreement, Party A shall absorb the average daily deposit balance of Party B and Party B’s holding subsidiaries of no more than 300 million yuan.
3. Settlement services. Party A provides settlement services and auxiliary businesses related to settlement services for Party B and its holding subsidiaries. The settlement fee shall be subject to the charging standard agreed by both parties.
4. Other services. Party A provides Party B and its holding subsidiaries with other financial services within the scope of Party A’s business in accordance with relevant laws and regulations.
(II) principles of financial services
Party A promises to abide by the following principles when providing the above financial services for Party B and its holding subsidiaries:
1. The deposit interest rate of the deposit service provided by Party A to Party B and Party B’s holding subsidiaries shall be implemented in accordance with the deposit interest rate of the same kind issued by the people’s Bank of China in the same period, and shall not be lower than the interest rate applicable to the deposit service of the same grade provided by Chinese commercial banks in the same period.
2. The loan interest rate of Party A’s loan services to Party B and Party B’s holding subsidiaries shall be implemented in accordance with the relevant provisions of the people’s Bank of China and with reference to the loan market quotation interest rate (LPR) published by the national interbank lending center, and in principle, it shall not be higher than the loan interest rate of similar loans of other major commercial banks in China in the same period under the same conditions.
3. Party A shall provide various financial services other than deposits and loans, and the charging standard shall not be higher than the same level of business expenses of other major financial institutions in China.
4. Party A shall ensure the safe operation of the fund management network, ensure the safety of funds, control the risk of assets and liabilities and meet the payment needs of Party B.
(III) others
1. On the premise of complying with this agreement, Party A and Party B shall sign a separate agreement on the financial services mentioned in Article 1 of this agreement to agree on the specific transaction terms.
2. This agreement is signed by Party A and Party B (sealed by Party A and Party B and signed by the person in charge or authorized representative) and takes effect on the date when it is deliberated and approved by Party B’s general meeting of shareholders. For matters not covered, both parties shall sign a supplementary agreement in due time to abide by it.
3. This agreement is made in quadruplicate, with Party A and Party B holding two copies respectively, which have the same legal effect.
4. The term of validity of this agreement is three years from the effective date of this agreement. If one party proposes to terminate this agreement, it shall be determined by both parties after negotiation.
6、 Other arrangements involving connected transactions
The company checked the certificate materials of the finance company, reviewed the capital verification report of the finance company, evaluated its business qualification, business and risk status, and issued the risk assessment report on Guangdong Agricultural Reclamation Group Finance Co., Ltd. The company has not found any major defects in the risk management of the financial company. The financial company does not violate the provisions of the measures for the administration of financial companies of enterprise groups, and all regulatory indicators meet the requirements of the measures.
In addition, in order to effectively prevent, timely control and resolve the capital risks of the company and its holding subsidiaries in the deposit and loan business of Guangdong Agricultural Reclamation Group Finance Co., Ltd. and safeguard the interests of shareholders of listed companies, the company has formulated the risk disposal plan for carrying out deposit and loan business in Guangdong Agricultural Reclamation Group Finance Co., Ltd. 7、 Impact on the company
The non bank financial business engaged in by financial companies is part of the national financial system and is subject to continuous and strict supervision by the national regulatory authorities. The financial service agreement signed between the company and the finance company stipulates that the pricing of various financial services provided by the finance company to the company and its holding subsidiaries shall follow: where the people’s Bank of China or Bank Of China Limited(601988) Industry Regulatory Commission has similar financial service charging standards, it shall comply with relevant regulations, Under the same conditions, it shall not be higher than the fees charged by China’s major commercial banks for similar financial services in the same period.
The cooperation between the company and the finance company follows the principles of equality, voluntariness and mutual benefit. The implementation of this related party transaction is conducive to further broaden the company’s financing channels, reduce financing costs, improve the use efficiency of funds, and will not damage the interests of the company and minority shareholders.
8、 The total amount of various related party transactions with related party financial companies from the beginning of the year to the disclosure date
As of January 26, 2022, the balance of deposits and loans of the company and its holding subsidiaries in the finance company was zero yuan.
9、 Opinions of independent directors and review opinions of the board of supervisors
(I) prior opinions of independent directors
The company has communicated with us in advance on the above matters about the financial service agreement to be signed with the related party financial company. After listening to the reports of relevant personnel, we believe that the financial service business agreed in the financial service agreement signed between the company and the related party financial company is a normal commercial service for the needs of daily operation, which is conducive to optimizing the financing structure, Provide financial guarantee for the development of the company. This connected transaction is in line with the company’s development strategy and overall interests, and does not damage the interests of the company and non connected shareholders. The decision-making of the transaction is carried out in strict accordance with the relevant systems of the company. Therefore, we agree to the proposal and agree to submit it to the 16th meeting of the Fourth Board of directors for deliberation.
(II) independent opinions expressed by independent directors on the board of directors
Before the meeting of the board of directors, the company has submitted this proposal to us for review, and we have expressed our explicit consent in advance. The financial service agreement signed between the company and the finance company is conducive to broadening financing channels and reducing financing costs. The terms of the agreement are reasonable, the transaction pricing is fair, in line with the principles of openness, fairness and impartiality, and there is no damage to the interests of the company or shareholders. The procedure for the board of directors to consider and vote on this related party transaction is legal, and the related directors’ withdrawal from the consideration and voting of this proposal is in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association of the company. Therefore, we agree to the proposal and agree to submit it to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) review opinions of the board of supervisors
The company plans to sign the financial service agreement with the related party financial company, which is in line with the actual situation of the company’s normal production and operation activities. The expected price of the transaction is fair, which will not adversely affect the independence of the company, transfer interests to the related parties, and will not harm the interests of the company, shareholders, especially minority shareholders. All supervisors unanimously approved the proposal.
10、 Documents for future reference
1. Resolution of the 16th meeting of the 4th board of directors of the company;
2. Resolution of the 15th meeting of the 4th board of supervisors of the company;
3. Prior approval opinions of independent directors on matters related to the 16th meeting of the Fourth Board of directors; 4. Independent opinions of independent directors on relevant proposals of the 16th meeting of the Fourth Board of directors;
5. Other documents required by Shenzhen Stock Exchange.
It is hereby announced!
Guangdong Yantang Dairy Co.Ltd(002732) board of directors January 26, 2022
