天风证券股份有限公司关于与公司控股股东湖北宏泰集团有限公司签订《次级债务借入合同补充协议》暨关联交易的公告

Core Viewpoint - Tianfeng Securities has signed a supplementary agreement with its controlling shareholder, Hubei Hongtai Group, to extend a subordinated debt of RMB 4 billion for one year and adjust the interest rate from 5% to 4% [2][3][4]. Summary by Sections 1. Overview of Related Transactions - Tianfeng Securities borrows a total of RMB 4 billion in subordinated debt from Hubei Hongtai Group with an initial term of 5 years and an annual interest rate of 5%, payable quarterly, with principal repayment at maturity [2][3]. - The company plans to extend the debt term by one year and adjust the interest rate to 4% due to operational and liquidity management needs [2][3][4]. 2. Details of the Related Party - Hubei Hongtai Group holds 28.33% of Tianfeng Securities' shares, and together with its concerted action partner, Wuhan State-owned Capital Investment Operation Group, holds a total of 35.89% [6]. - As of December 31, 2024, Hubei Hongtai Group had total assets of RMB 2,312.44 billion and net assets of RMB 892.29 billion, with a revenue of RMB 131.06 billion and a net profit of RMB 0.78 billion for the year [6]. 3. Main Content of the Related Transactions - The debt term is modified to 6 years, with the borrowing start date set for December 12, 2023, and the maturity date for December 11, 2029 [9]. - The interest rate will be segmented, with the initial period at 5% and the subsequent period at 4% starting from December 21, 2025 [9]. 4. Pricing of Related Transactions - The interest rate adjustment is based on recent market financing cost changes and is deemed fair and reasonable, ensuring no harm to the interests of the company and minority shareholders [10]. 5. Impact on the Company - The debt extension and repricing are proactive financial management measures that enhance the stability of the company's capital strength, optimize the debt structure, and reduce financing costs, positively impacting the company's financial status and operational results [11]. 6. Review Procedures for Related Transactions - The related transaction has been approved by the independent directors and the board of directors, with no need for shareholder meeting approval as it does not exceed 5% of the company's latest audited net assets [12]. 7. Historical Related Transactions - No other significant related transactions have occurred between Tianfeng Securities and Hubei Hongtai Group in the past 12 months, aside from those already disclosed [13].