Securities code: 601633 securities abbreviation: Great Wall Motor Company Limited(601633) Announcement No.: 2021-184 convertible bond Code: 113049 convertible bond abbreviation: Changqi convertible bond
Great Wall Motor Company Limited(601633)
About deposit in Tianjin Great Wall binyin Auto Finance Co., Ltd
And other daily related party transactions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
This connected transaction needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation
This related party transaction has no significant impact on the listed company (the company will not rely on related parties) I. Basic information of related party transactions
(i) Review procedures for performance of related party transactions
Great Wall Motor Company Limited(601633) (hereinafter referred to as “the company” or “the company”) held the 30th meeting of the seventh board of directors on December 31, 2021, deliberated and adopted the proposal on deposits and other daily connected transactions in Tianjin Great Wall binyin Auto Finance Co., Ltd. 7 members of the board of directors of the company attended the meeting. During the deliberation of the proposal, Ms. Wang Fengying, a related director, avoided voting, and the non related directors unanimously agreed to the above proposal. The deliberation procedures of the board of directors comply with the provisions of relevant laws and regulations and the articles of association. This connected transaction needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
With the prior approval of the independent directors of the company, the independent directors issued the following prior approval opinions:
The group’s deposits and daily connected transactions in Tianjin Great Wall binyin Auto Finance Co., Ltd. (hereinafter referred to as “Great Wall binyin”) are the normal business needs of the company and comply with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange, the guidelines for the governance of listed companies and other laws, The deposit interest shall be calculated and paid according to the benchmark deposit interest rate of Chinese financial institutions published by the people’s Bank of China plus the floating range (the floating range shall be determined by both parties through negotiation). The pricing of related party transactions is reasonable, and the related party transactions involved are fair, impartial and open, which will not affect the independence of the company, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders.
During the deliberation of the proposal on deposits and other daily connected transactions in Tianjin Great Wall binyin Auto Finance Co., Ltd. at the 30th meeting of the seventh board of directors of the company, the independent directors expressed the following independent opinions:
The group’s deposits in Great Wall binyin and daily related party transactions are the normal operation needs of the company, which can promote the terminal sales of the company’s products, increase the company’s interest income and improve the overall profitability of the company. It conforms to the overall interests of the company and its shareholders, will not affect the independence of the company, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders.
When the board of directors deliberated the proposal on deposits and other daily connected transactions in Tianjin Great Wall binyin Auto Finance Co., Ltd., the connected directors have avoided voting, and the deliberation procedures of the board of directors comply with the provisions of relevant laws and regulations and the articles of association.
Agree to the group’s deposits and daily related party transactions with great wall binyin.
The audit committee of the board of directors of the company has carefully and comprehensively reviewed the related party transactions submitted by the company. The audit committee of the board of directors of the company believes that:
The group’s deposits and daily connected transactions with great wall binyin comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations, the stock listing rules of Shanghai Stock Exchange and the governance standards of listed companies. The connected transactions involved are fair, fair and open and will not affect the independence of the company, There is no situation that damages the interests of the company and its shareholders, especially minority shareholders.
It is agreed to submit the proposal on deposits and other daily connected transactions in Tianjin Great Wall binyin Auto Finance Co., Ltd. to the 30th meeting of the seventh board of directors of the company for deliberation.
（2） Related party transactions
1. The group deposits in Great Wall binyin
From 2019 to 2021, the related party transactions between the group and great wall binyin are as follows:
Currency: RMB unit: 10000 yuan
Category 2019 2020 2021
Actual single day expected single day actual single day expected single day January November actual expected single day deposit balance deposit balance inter day deposit balance upper limit maximum value upper limit maximum value upper limit balance maximum value
Deposit 829000870000 1170000 1170000010214001270000
From 2022 to 2024, the estimated related party transactions of the group’s deposits in Great Wall binyin are as follows:
Currency: RMB unit: 10000 yuan
Category: expected single day deposit in 2022 expected single day deposit in 2023 expected single day deposit in 2024
Balance cap balance cap balance cap
Deposit 12700000127000001270000
2. Daily related party transactions between the group and great wall binyin from 2019 to 2021, the related party transactions between the group and great wall binyin are as follows:
Currency: RMB unit: 10000 yuan
Category 2019 2020 2021
Actual amount expected amount actual amount expected amount from January to November actual amount
amount of money
Provide lease — 44.83100.0045.46120.00
Sales products — 1.5711.003.4412.10
Procurement services 22.4025.00 20903.29 75000.00 42086.21150000.00
Provision of services 2769.6117304974.717000.003422.987796.00
Total 2792.011755 25924.40 82111.00 45558.09157928.10
From 2022 to 2024, the estimated related party transactions between the group and great wall binyin are as follows:
Currency: RMB unit: 10000 yuan
Category expected amount in 2022 expected amount in 2023 expected amount in 2024
Provide lease 68.0068.0068.00
Sales products 3426.00169.00169.00
Procurement services 129549.00224745.00304552.00
Provision of services 6412.006796.007214.00
Total 139455.00231778.00312003.00
2、 Related parties and relationships
1. Basic information of related parties
Company name: Tianjin Great Wall binyin Auto Finance Co., Ltd
Date of establishment: May 30, 2014
Legal representative: Li Fengzhen
Nature of enterprise: limited liability company (invested by foreign-invested enterprises)
Registered capital: RMB 6.6 billion
Registered address: 09 / F, building C3, msd-c District, No. 79, first street, Tianjin Economic and Technological Development Zone
Business scope: accepting fixed deposits from domestic shareholders for more than 3 months (inclusive); Accept the loan deposit for the purchase of vehicles by auto dealers and the deposit for the lease of vehicles by the lessee; Issue financial bonds upon approval; Engage in interbank lending; Borrowing from financial institutions; Provide car purchase loan services; Provide loans for auto dealers to purchase vehicles and operating equipment, including loans for exhibition hall construction, parts and maintenance equipment; Provide auto financial leasing business (excluding after-sale and leaseback business); Selling or repurchasing auto loan receivables and auto finance lease receivables to financial institutions; Handle the residual value sale and disposal of leased cars; Engage in consulting and handling business related to car purchase financing activities; Approved to engage in equity investment business of financial institutions related to auto finance business; Other businesses approved by the CBRC. (for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments)
Shareholders: the company holds 98.18% and Tianjin Binhai Rural Commercial Bank Co., Ltd. holds 1.82%. Related relationship: the company and Binhai Rural Commercial Bank jointly control the Great Wall Binhai bank through the amendment of the articles of association. Ms. Wang Fengying, vice chairman and general manager of the company, has served as a director of great wall binyin in the past 12 months, which is in line with the related relationship stipulated in article 10.1.3 (3) of the Listing Rules of Shanghai Stock Exchange. Therefore, Great Wall binyin is a related party of the company, and the deposit business handled by the company and its subsidiaries at great wall binyin constitutes a related party transaction.
2. Performance capacity
The related party transactions of the group’s deposits in Great Wall binyin are required for normal production and operation. Great Wall binyin is in good operating and financial condition and has the ability to perform the contract.
3、 Main contents and pricing principles of related party transactions
(i) The group deposits in Great Wall binyin
1. Description of transaction content
In May 2015, the company signed a shareholder deposit agreement with great wall binyin. According to the shareholder deposit agreement, the company can carry out deposit business in Great Wall binyin. On December 31, 2021, the company signed a deposit supplementary agreement with great wall binyin. According to the supplementary agreement, The group can carry out deposit business at great wall binyin and determine the maximum daily deposit balance of the group at great wall binyin from 2022 to 2024 of RMB 12700000000.
2. Deposit interest
The range of interest calculated and paid by the people’s Bank of China plus the benchmark deposit interest rate published by the people’s Bank of China shall be determined by both parties through negotiation.
（2） Other daily related party transactions between the group and great wall binyin
1. Description of transaction content
On December 31, 2021, the Group signed a framework agreement with great wall binyin. According to the framework agreement, the transactions between the group and great wall binyin in daily operation mainly include sales of products (mainly for the group to sell high-quality and maintenance products to great wall binyin), procurement services (mainly for the group to purchase from Great Wall binyin, including financial services) Provision of services (mainly for the group to provide labor services, expansion training services, consulting services, vehicle maintenance services, etc.) and leasing (mainly for the group to provide housing, equipment and vehicle leasing to great wall binyin).
2. Pricing policy
The company has signed a framework agreement on daily connected transactions with great wall binyin, which is valid from the effective date of the framework agreement to December 31, 2024. According to the framework agreement, the pricing principles of the sales of products, procurement services, provision of services, leasing and other transactions between the group and great wall binyin shall comply with the requirements of relevant laws, regulations and listing rules, and refer to the current market price charged by the company for purchasing or providing similar products and services to independent third parties on normal commercial terms in the daily business process, Determined in accordance with the principles of fairness and reasonableness and general commercial terms:
Transaction category (pricing principle of the company to great wall)
(holding)
If the product has the pricing or guidance price published by the government department, the sales price will adopt the price. If there is no government pricing or guidance price for the product, the company will determine and negotiate according to the general commercial terms in line with the interests of the company after referring to the current fair market price of comparable products. The price of the product sold by the company will not be lower than that of the product sold
In the above fair market
