Securities code: 000852 securities abbreviation: Sinopec Oilfield Equipment Corporation(000852) Announcement No.: 2022-004 Sinopec Oilfield Equipment Corporation(000852)
Announcement on the prediction of related party transactions of deposits and loans of the company in related financial companies in 2022
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
Petrochina Company Limited(601857) Chemical Group Co., Ltd. (hereinafter referred to as "Sinopec Group"), the controlling shareholder of Sinopec Oilfield Equipment Corporation(000852) (hereinafter referred to as "the company"), has established China Petroleum & Chemical Corporation(600028) Finance Co., Ltd. and Wuhan Branch (hereinafter referred to as "Petrochemical finance company") in China, and Sinopec Group holds 51% equity of petrochemical finance company; Set up China Petroleum & Chemical Corporation(600028) Shengjun International Investment Co., Ltd. (hereinafter referred to as "Shengjun company") in Hong Kong. Sinopec Group holds 100% equity of Shengjun company. Petrochemical finance company and Shengjun company are related parties of the company.
In 2022, it is estimated that the cumulative deposit balance of the company and its holding subsidiaries and branches in the above two related financial companies will not exceed 650 million yuan per day. It is estimated that the interest rate range of US dollar deposit and RMB deposit in 2022 will be 0.01% and 0.25% to 0.35%.
In 2022, the company is expected to provide loans within the credit line of RMB 3 billion. The average loan amount of the company in 2022 is expected to be RMB 2.6 billion, and the loan interest rate is expected to range from 3.3% to 4%. According to the comprehensive loan interest rate of petrochemical finance company and Shengjun company of 3.6%, the cumulative accrued interest of the company's loans to related financial companies in 2022 is expected to be no more than RMB 95 million.
The company held the fourth meeting of the eighth board of directors on January 26, 2022, and deliberated and adopted the proposal on the prediction of related party transactions of the company's deposits and loans in related financial companies in 2022 with 5 affirmative votes, 0 negative votes and 0 abstention. Director he Zhiliang and director Zhang Jinhong, as related parties, avoided voting on this proposal. The independent directors of the company approved the related party transactions in advance and issued independent opinions. The full text of the prior approval opinions and independent opinions were disclosed on cninfo.com on the same day as this announcement.
According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, the related party transaction still needs to be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will avoid voting at the general meeting of shareholders. With the approval of the general meeting of shareholders of the company, the management of the company will allocate the deposit and loan business in petrochemical finance company and Shengjun company within the above limit according to the actual business needs of the company.
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of related parties
1. Name of affiliated company: China Petroleum & Chemical Corporation(600028) Finance Co., Ltd. Wuhan Branch
Unified social credit Code: 914201006667972471
Address: room 2809, 28th floor, Jianyin building, No. 709, Jianshe Avenue, Jianghan District, Wuhan
Person in charge: Liu Yaping
Business scope: absorbing deposits from member units; Handle loans and financial leases for member units; Handle internal transfer settlement between member companies; Handle bill acceptance and discount for member companies; Handle entrusted loans and entrusted investment between member units; Assist member units to realize the receipt and payment of transaction funds; Handle financial and financing consulting, credit assurance and related consulting and agency business for member units; Approved insurance agency business; Other businesses within the business scope of the finance company approved by the company (the business term and business scope are consistent with the term and scope approved by the license).
2. Name of affiliated company: China Petroleum & Chemical Corporation(600028) Finance Co., Ltd
Unified social credit Code: 91110000101692907c
Address: 7th floor, China Petroleum & Chemical Corporation(600028) building, No. 22, Chaoyangmen North Street, Chaoyang District, Beijing
Legal representative: Jiang Yongfu
Registered capital: 1800000000 yuan
Date of establishment: July 8, 1988
Company type: limited liability company
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; Provide guarantee to member units; Handle entrusted loans and entrusted investment 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; Issue financial corporate bonds upon approval; Underwriting corporate bonds of member units; Equity investment in financial institutions; Securities investment; Consumer credit, buyer's credit and financial leasing of products of member units; Approved insurance agency business. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.) As of December 31, 2021, China Petroleum & Chemical Corporation(600028) Finance Co., Ltd. had 7 billion yuan in cash and deposits with the central bank and 18.8 billion yuan in interbank deposits; In 2021, it will realize interest income of 3.6 billion yuan, total profit of 2.7 billion yuan and net profit after tax of 2.2 billion yuan. The company is operating well and developing steadily.
3. China Petroleum & Chemical Corporation(600028) Shengjun International Investment Co., Ltd
Shengjun International Investment Co., Ltd. was incorporated in Hong Kong in March 1995 and holds a business registration certificate and a money lender license issued by the government of the Hong Kong Special Administrative Region.
The current business scope of Shengjun company: it is engaged in the operation and management of China Petroleum & Chemical Corporation(600028) group's overseas funds, the settlement, financing, foreign exchange and other business needs of the group's overseas enterprises, and uniformly handle the business of account opening, deposit, collection and payment, loan, letter of credit, letter of guarantee, trade financing, foreign exchange trading, cash management and so on.
Shengjun has wholly-owned subsidiaries in Dubai, Singapore, London and New York, responsible for relevant capital and financial business in the Middle East, Southeast Asia, Europe and America.
Shengjun company has business registration certificate No. 18879764-000-11-21-9, director Changshou Donghua, registered capital of US $1.63 billion, and its registered address is room 2403, office building, convention and Exhibition Plaza, 1 Harbour Road, Wanchai, Hong Kong.
As of December 31, 2021, the monetary capital balance of Shengjun company was 59.832 billion yuan; In 2021, the total operating income will be 8.537 billion yuan, the total profit will be 1.34 billion yuan and the net profit after tax will be 820 million yuan. 3、 Pricing policy and basis of transaction
1. The deposit interest rate of the company in petrochemical finance company will not be lower than that of similar deposits of major commercial banks in China in the same period, and the deposit interest rate in Shengjun company will not be lower than that of similar deposits in Hong Kong.
2. The loan interest rate of the company in the petrochemical finance company shall not be higher than the LPR interest rate announced by the people's Bank of China for similar loans in the same period. The loan interest rate of Shengjun company is not higher than that of similar loans in Hong Kong.
The above pricing basis is conducive to reducing the company's financing costs and financing risks, providing financial support and smooth financing channels for the company's development, and does not harm the interests of listed companies and minority shareholders.
4、 Transaction purpose and impact on Listed Companies
When the company handles deposit and loan business in petrochemical finance company and Shengjun company, both parties follow the principles of equality, voluntariness and mutual benefit, which is conducive to optimizing the company's financial management, reducing financing costs and financing risks, and providing financial support and smooth financing channels for the company's long-term development. It will not damage the interests of the company and minority shareholders. The above connected transactions do not affect the independence of the company.
5、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From January 1, 2022 to the disclosure date, the company's accumulated loans with petrochemical finance company and Shengjun Company amounted to 280 million yuan, the total loan balance was 1.974 billion yuan, and the interest paid by the company to petrochemical finance company and Shengjun Company amounted to 10000 yuan. The company's total deposit balance in the settlement accounts of petrochemical finance company and Shengjun company is 217 million yuan.
6、 Prior approval and independent opinions of independent directors
The independent directors reviewed in advance the related party transactions of the company's deposits and loans in related financial companies in 2022, agreed to submit the matter to the general meeting of shareholders for deliberation, and issued the following prior approval and independent opinions:
1. The company's deposit interest rate in China Petroleum & Chemical Corporation(600028) Finance Co., Ltd. will not be lower than that of similar deposits in major commercial banks in China in the same period, and the deposit interest rate in China Petroleum & Chemical Corporation(600028) Shengjun International Investment Co., Ltd. will not be lower than that of similar deposits in Hong Kong. The company's loan interest rate in China Petroleum & Chemical Corporation(600028) Finance Co., Ltd. is not higher than the LPR interest rate published by the people's Bank of China for similar loans in the same period, and the loan interest rate in China Petroleum & Chemical Corporation(600028) Shengjun International Investment Co., Ltd. is not higher than that of similar loans in Hong Kong. The deposit and loan business between the company and its related financial companies is fair and reasonable, which is conducive to improving the efficiency of fund use and saving financial expenses. It is agreed to submit the above matters to the board of directors of the company for deliberation.
2. The board of directors of the company shall comply with the provisions of relevant laws, regulations and the articles of association in convening and convening the meeting to review the proposal. At the meeting of the board of directors, the related directors avoided voting, and the other directors passed the proposal after deliberation. The above related deposits and loans are conducive to the company's business development and saving financial expenses, and will not damage the interests of the company and minority shareholders. It is agreed to submit the above matters to the general meeting of shareholders of the company for deliberation.
7、 Documents for future reference
1. Resolutions of the fourth session of the 8th board of directors of the company;
2. Prior approval and independent opinions of independent directors;
3. Business license and financial license of enterprise legal person of China Petroleum & Chemical Corporation(600028) Finance Co., Ltd;
4. Business license and financial license of Wuhan Branch of China Petroleum & Chemical Corporation(600028) Finance Co., Ltd;
5. China Petroleum & Chemical Corporation(600028) Shengjun International Investment Co., Ltd. money lender license;
6. China Petroleum & Chemical Corporation(600028) business registration certificate of Shengjun International Investment Co., Ltd;
7. Financial service agreement with China Petroleum & Chemical Corporation(600028) Finance Co., Ltd. Wuhan Branch;
8. Financial services agreement with China Petroleum & Chemical Corporation(600028) Shengjun International Investment Co., Ltd.
It is hereby announced.
Sinopec Oilfield Equipment Corporation(000852)
Board of directors
January 28, 2022
