Securities code: 000635 securities abbreviation: Ningxia Younglight Chemicals Co.Ltd(000635) Announcement No.: 2022-006 Ningxia Younglight Chemicals Co.Ltd(000635)
Announcement on financial businesses such as deposits and loans associated with national energy group finance Co., Ltd. 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、 Basic information of daily connected transactions
(I) overview of daily connected transactions
Ningxia Younglight Chemicals Co.Ltd(000635) (hereinafter referred to as “the company”) held the 24th Meeting of the 8th board of directors on January 27, 2022, and deliberated and adopted the proposal on the deposit and loan and other financial business related to the National Energy Group Finance Co., Ltd. in 2022. In October 2020, the company signed the financial services agreement with national energy group finance Co., Ltd. (hereinafter referred to as “finance company”), which agreed that the finance company would provide the company with comprehensive credit, deposit, settlement, loan, financial lease, entrusted loan, Bill confirmation and discount, consultation and training and other financial services. The financial services agreement has been deliberated and adopted at the 11th meeting of the 8th board of directors and the second extraordinary general meeting of shareholders in 2020. According to the stock listing rules of Shenzhen Stock Exchange and the guidelines for self regulation and supervision of listed companies No. 7 – transactions and related party transactions, the deposit and loan and other financial businesses of the company and the financial company constitute related party transactions. It is expected that the actual maximum deposit balance of the company on the deposit principal date of the financial company will not exceed 1.5 billion yuan in 2022, Deposit interest income is expected to generate 9.1 million yuan. During the deliberation of the proposal, related directors Mr. Zhang Hua, Mr. Jiang Hanguo, Mr. Wang keting and Mr. Xie Chuanming avoided voting. According to the relevant requirements of the stock listing rules of Shenzhen Stock Exchange, the related party transaction is expected to be submitted to the general meeting of shareholders for deliberation. The first extraordinary general meeting of shareholders in 2022 will consider the proposal, and the related shareholder Guodian Ningxia Younglight Chemicals Co.Ltd(000635) energy and Chemical Group Co., Ltd. needs to avoid voting.
(II) estimated category and amount of daily connected transactions
In 2022, it is expected that the actual maximum deposit balance of the company on the deposit principal date of the financial company will not exceed 1.5 billion yuan, and the deposit interest income is expected to generate 9.1 million yuan.
2、 Introduction and relationship of related parties
(I) basic information of related parties
Enterprise name: National Energy Group Finance Co., Ltd
Legal representative: Liu Chunfeng
Legal address: 201 and 202, unit 7, floor 2, building 18, Xizhimenwai street, Xicheng District, Beijing
Registered capital: 1.25 million yuan
Date of establishment: November 27, 2000
Business scope: domestic and foreign currency 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 and entrusted investment between member units; Handle bill acceptance and discount for member companies; Handle the internal transfer settlement between member units and the design of corresponding settlement and liquidation schemes; 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. (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.)
Relationship with the company: controlled by the State Energy Investment Group Co., Ltd.
On December 31, 2021, the finance company received cash and deposits from the Central Bank of RMB 6.070 billion, interbank funds of RMB 18.498 billion and deposits from member units of RMB 119.988 billion. In 2021, the total operating income was 4.034 billion yuan, the interest income was 3.605 billion yuan, the total profit was 2.774 billion yuan, an increase of 1.456 billion yuan over the same period of last year, and the net profit after tax was 2.117 billion yuan.
(II) performance capability analysis
The financial company is in good operation, in good financial condition and has the ability to perform the contract.
3、 Pricing policy and basis
The transactions between the company and related parties follow the principle of independent subject, fairness and reasonableness, and the settlement is based on the market fair price.
4、 The purpose of transaction and the impact of transaction on Listed Companies
The above related party transactions are the needs of the company’s business development. The transactions between the company and related parties are related to daily production and operation. The transactions follow the principles of openness, fairness and impartiality. The transactions between the two parties are settled at the fair price of the market, and there is no act that damages the interests of the company and minority shareholders. The company and the above-mentioned affiliated enterprises are independent legal persons, operating independently, responsible for their own profits and losses, and independent in terms of finance, personnel and assets. The above-mentioned affiliated transactions will not have an adverse impact on the independence of the company.
5、 Opinions of independent directors
1. Prior approval opinion of independent directors: the company has signed the financial service agreement with national energy group finance Co., Ltd. (hereinafter referred to as “finance company”). As a non bank financial institution, the financial company’s business scope, business content and process, internal risk control system and other measures are strictly supervised by the regulatory authority. There is no damage to the interests of the company, shareholders, especially minority shareholders, in the related deposit and loan and other financial businesses between the company and the financial company. We agree to submit to the 24th Meeting of the 8th board of directors for deliberation the matters related to the deposit and loan and other financial businesses expected to be associated with the National Energy Group Finance Co., Ltd. in 2022.
2. Opinions of independent directors: 1 As a non bank financial institution, the business scope, business content and process, internal risk control system and other measures of National Energy Group Finance Co., Ltd. are strictly supervised by the regulatory authorities; 2. No major defects are found in the risk management of the National Energy Group Finance Co., Ltd., and no risk problems are found in the related deposit, loan and other financial services between the company and the National Energy Group Finance Co., Ltd; 3. The deposit interest rate of the company in the National Energy Group Finance Co., Ltd. is equal to the benchmark deposit interest rate of commercial banks in the same period, and there is no behavior damaging the interests of minority shareholders. We agree to the proposal on the related deposit and loan and other financial business with national energy group finance Co., Ltd. in 2022, and submit the proposal to the first extraordinary general meeting of shareholders in 2022 for deliberation.
6、 Documents for future reference
1. The resolution of the board of directors signed by the attending directors and stamped with the seal of the board of directors;
2. The independent director approves the written documents and opinions of the independent director in advance.
Ningxia Younglight Chemicals Co.Ltd(000635) board of directors January 28, 2022
