Securities code: 000555 securities abbreviation: Digital China Information Service Company Ltd(000555) Announcement No.: 2021-095 Digital China Group Co.Ltd(000034) Information Service Co., Ltd
Announcement on the expected deposit and loan business of affiliated banks 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 related party transactions
Digital China Group Co.Ltd(000034) Information Service Co., Ltd. (hereinafter referred to as "the company" or "the company") held the fourth extraordinary meeting of the eighth board of directors in 2021 on December 30, 2021, and considered and adopted the proposal on the expected deposit and loan business of affiliated banks in 2022, It is agreed that the wholly-owned and holding subsidiaries of the company will carry out daily deposit and loan business in Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) Bank Co., Ltd. (hereinafter referred to as Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank) in 2022. It is expected that the maximum balance of deposit and loan per day will not exceed RMB 250 million. Within the above limit, the funds can be recycled and used in a rolling manner, and the service life of the above limit is within 12 months from the date of deliberation and approval by the board of directors. The board of directors authorizes the management of the company to sign relevant legal documents with Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank within the above limit according to the fund use plan. At the same time, the board of directors reviewed and approved the proposal on the general election of the board of directors of the company, and agreed to elect Mr. Wang Wei as an independent director of the ninth board of directors and Mr. Wang Wei as an independent director of Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, Mr. Wang Wei will become the associated natural person of the company and Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank will become the associated legal person of the company. The final election result of Mr. Wang Wei shall be subject to the resolution of the general meeting of shareholders of the company. The existing 10 directors of the eighth board of directors of the company have no relationship with Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank, so there is no need to avoid voting. The independent directors approved the proposal in advance and expressed independent opinions.
This connected transaction does not constitute a major asset restructuring as stipulated in the measures for the administration of major asset restructuring of listed companies, and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Related person introduction and relationship
1. Basic information of related parties
Company name: Bank of Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) Co., Ltd
Registered capital: 400 million yuan
Legal representative: Guo Hong
Date of establishment: June 7, 2017
Registered address: 1st floor, East Tower commercial building, building 1 China Spacesat Co.Ltd(600118) communication building, yard 65, Zhichun Road, Haidian District, Beijing, 5th, 25th, 26th and 27th floors of office building
Business scope: absorbing public deposits; Issuing short-term, medium-term and long-term loans; Handle settlement outside China; Handle bill acceptance and discount; Issuing financial bonds; Acting as an agent for issuing, cashing and underwriting government bonds; Buying and selling government bonds and financial bonds; Engage in interbank lending; Buying and selling foreign exchange; Engage in bank card business; Provide letter of credit service and guarantee; Acting for collection and payment of funds and insurance business; Provide safe deposit box service; Other businesses approved by the banking regulatory authority. (market entities shall independently choose business items 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.)
The latest financial data: as of September 30, 2021, Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank's main financial data are as follows (Unaudited): total assets are RMB 44.751 billion and net assets are RMB 4.636 billion; The company achieved an operating revenue of 921 million yuan and a net profit of 259 million yuan.
2. Relationship with listed companies
The fourth extraordinary meeting of the eighth board of directors in 2021 deliberated and adopted the proposal on the general election of the board of directors of the company, and agreed to elect Mr. Wang Wei as the independent director of the ninth board of directors and Mr. Wang Wei as the independent director of Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, Mr. Wang Wei will become the associated natural person of the company and Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank will become the associated legal person of the company. The final election result of Mr. Wang Wei shall be subject to the resolution of the general meeting of shareholders of the company.
3. Performance capability analysis
The shareholders of Zhongguancun bank are Yonyou Network Technology Co.Ltd(600588) holding 29.80% equity, Beijing Originwater Technology Co.Ltd(300070) holding 27.00% equity, Beijing Enlight Media Co.Ltd(300251) holding 9.90% equity, Beijing Orient Landscape & Environment Co.Ltd(002310) holding 9.90% equity, Dhc Software Co.Ltd(002065) holding 5.00% equity, etc. Beijing Centergate Technologies (Holding) Co.Ltd(000931) the bank exists in accordance with the law and operates normally. It is not a dishonest executee and has good performance ability.
3、 Pricing policy and basis
This related party transaction is a reasonable transaction for the company's wholly-owned and holding subsidiaries to handle daily deposit and loan business in related party Beijing Centergate Technologies (Holding) Co.Ltd(000931) banks in order to meet the company's working capital needs. The interest rate involved or to be involved in the future performance of this transaction is planned to refer to the interest rate level of the bank in the same period, and the pricing is fair and reasonable, without damaging the interests of the company and all shareholders.
4、 Purpose of related party transactions and its impact on Listed Companies
The deposit and loan business carried out by the wholly-owned and holding companies of the company in Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank meets the needs of the company's daily fund management, helps the company improve financing efficiency and fund use efficiency, and meets the company's production and operation capital needs. Relevant transactions follow the market-oriented principle, are fair, will not affect the company's independence and will not form dependence, It will not damage the interests of the company and minority shareholders, and is in line with the overall interests of the company and its shareholders.
5、 Opinions of independent directors
The prior approval opinions of the independent directors of the company on this matter are as follows: the deposit and loan business of the company's subsidiaries in Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank is based on the needs of the company's business development and normal operation, and the transaction pricing follows the principles of objectivity, fairness and fairness, without harming the interests of the company and minority shareholders, There is no business dependence on related parties due to related party transactions. When the board of directors considered this proposal, the existing 10 directors of the eighth board of directors of the company had no relationship with Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank, so there was no need to avoid voting. It is agreed to submit the proposal on the deposit and loan business of affiliated banks in 2022 to the board of directors of the company for deliberation.
The independent opinions of the independent directors of the company on this matter are as follows: the deposit and loan business of the company's subsidiaries in Beijing Centergate Technologies (Holding) Co.Ltd(000931) bank is based on the needs of the company's business development and normal operation. It is necessary and reasonable. It will be priced and signed according to the market-oriented principle. The transaction pricing is fair and reasonable, which is in line with the long-term interests and development strategy of the company, It is conducive to the rational utilization of resources. The above related party transactions will not lead to the company's dependence on related parties and will not affect the company's independence. It is agreed that the subsidiary of the company will carry out deposit and loan business in affiliated bank Beijing Centergate Technologies (Holding) Co.Ltd(000931) in 2022.
6、 Documents for future reference
1. Resolutions of the fourth extraordinary meeting of the eighth board of directors in 2021;
2. Resolutions of the second extraordinary meeting of the eighth board of supervisors in 2021;
3. Opinions of independent directors.
It is hereby announced.
Board of directors of Digital China Group Co.Ltd(000034) Information Services Co., Ltd. December 31, 2022
