Securities code: Harbin Dongan Auto Engine Co.Ltd(600178) securities abbreviation: Harbin Dongan Auto Engine Co.Ltd(600178) Announcement No.: pro 2022023 Harbin Dongan Auto Engine Co.Ltd(600178)
Announcement on the signing of financial service agreement and estimation of related party transactions with Ordnance Equipment Group Finance Co., Ltd
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:
1. Whether it needs to be submitted to the general meeting of shareholders for deliberation: Yes
2. Impact on Listed Companies: the financial services provided by Ordnance Equipment Group Finance Co., Ltd. are normal non bank financial institutions. The purpose is to save transaction costs and expenses, further improve the efficiency of capital use, and reduce financing costs and risks. The service price shall follow the principle of fairness and reasonableness, and the price of financial services shall be determined according to the standard that is not higher than the market fair price or the national standard. The related party transaction will not damage the interests of the company and non related shareholders.
1、 Overview of related party transactions
In March 2019, the company signed the financial service agreement with Ordnance Equipment Group Finance Co., Ltd. (hereinafter referred to as “finance company”), which is valid for 3 years and has expired. According to the requirements of the stock listing rules of Shanghai Stock Exchange, the company needs to re sign the financial service agreement with the finance company.
In March 2022, both parties signed the financial services agreement, and the finance company provided relevant financial services to the company and its holding subsidiaries within its business scope, including but not limited to loan services, deposit services, settlement services and other businesses that the finance company can engage in approved by Bank Of China Limited(601988) Insurance Regulatory Commission. Among them, the comprehensive credit line does not exceed 120 million yuan, the maximum daily deposit balance does not exceed 260 million yuan and other financial services, and the agreement is valid for three years.
According to the stock listing rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction between the company and the connected legal person controlled by the same ultimate holding company, China Ordnance Equipment Group Co., Ltd., and this transaction constitutes a connected transaction. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, does not constitute a reorganization and listing, and does not need to be approved by relevant departments.
2、 Basic information of related parties
1. Enterprise Name: Ordnance Equipment Group Finance Co., Ltd;
2. Registered address: 5 / F, No. 3 scientific research office building, No. 10 Institute, Lane ditch, Haidian District, Beijing; 3. Enterprise type: other limited liability companies;
4. Legal representative: Cui Yunjiang;
5. Registered capital: 3033 million yuan;
6. Tax registration certificate No.: 91110 Berry Genomics Co.Ltd(000710) 9336571;
7. Main business: 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; Loans between members and entrusted investment 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.
8. Major shareholder: China Ordnance Equipment Group Co., Ltd. contributed RMB 694.56 million, accounting for 22.90% of the registered capital; Nanfang Industrial Asset Management Co., Ltd. contributed 685.46 million yuan, accounting for 22.60% of the registered capital; China Chongqing Changan Automobile Company Limited(000625) Group Co., Ltd. contributed 402.49 million yuan, accounting for 13.27% of the registered capital.
9. Financial overview of the latest year: as of December 31, 2021, the total consolidated assets of the unaudited financial company were 78232942700 yuan, the deposit and customer deposit were 66329154200 yuan, and the net assets were 8501816000 yuan; In 2021, the total consolidated profit of the finance company was 9787168 million yuan and the net profit was 7895492 million yuan.
10. Related relationship with listed companies: the financial company is the holding subsidiary of China Ordnance Equipment Group Co., Ltd., the actual controller of the company, and forms a related party relationship controlled by the same actual controller with the company.
11. After inquiry, the finance company is not the person who is executed for breach of faith.
3、 Basic information of related party transactions
The finance company provides the company with settlement services, deposit services with a maximum daily deposit balance of no more than 2600 million yuan, credit and related credit services with a maximum total comprehensive credit of 120 million yuan and other financial services, which are valid for three years from the date of approval by the general meeting of shareholders. 4、 Pricing policy and basis of related party transactions
The service price shall follow the principle of fairness and reasonableness, and the price of financial services shall be determined in accordance with the standards superior to the fair price in the market or stipulated by the state.
5、 Main contents of related party transaction agreement
(I) settlement services
1. The finance company provides payment services, collection services and other auxiliary services related to settlement business for the company according to the company’s instructions;
2. The finance company provides the above settlement services for the company free of charge;
3. The finance company shall ensure the safe operation of the capital settlement network, ensure the capital security and meet the payment needs of the company.
(II) deposit service
1. The company shall open a deposit account in the military finance company, and deposit the funds into the deposit account opened in the finance company in the principle of free access. The deposit forms can be current deposit, time deposit, notice deposit, agreement deposit, etc;
2. The deposit interest rate of the financial company providing deposit services for the company will be determined according to the deposit interest rate of similar deposits in the same period uniformly issued by the people’s Bank of China, and will not be lower than the deposit interest rate of the same grade obtained by the company in other Chinese financial institutions in the same period;
3. During the validity of this agreement, the maximum daily deposit balance of the company in the finance company shall not be higher than RMB 2600 million in principle;
4. Ordnance finance ensures the capital security of the company’s deposits and cashes them in full and in time when the company puts forward capital needs.
(III) credit extension and related credit services
1. Within the scope permitted by national laws, regulations and policies, the finance company will fully support the demand for RMB funds in the company’s business development, design scientific and reasonable financing schemes for the company, and provide comprehensive credit, bill discount and other credit services in accordance with the requirements of Bank Of China Limited(601988) insurance Regulatory Commission and in combination with its own business principles and credit policies, The company can use the comprehensive credit line provided by the finance company to handle loans, bill acceptance and other types of financial services. Ordnance finance will give priority to meeting the needs of the company within its own capital capacity;
2. During the term of this agreement, the maximum total comprehensive credit granted by the finance company to the company is RMB 120 million;
3. The finance company promises to provide preferential credit interest rates and rates for loans, bill discounting, bill acceptance and other credit businesses provided by the company, which shall not be higher than the same grade credit interest rates and rates obtained by the company in other Chinese financial institutions in the same period;
4. Specific matters related to credit granting and related credit services shall be separately agreed by both parties.
(IV) other financial services
1. In addition to the above-mentioned financial services, the finance company will also provide the company with entrusted businesses such as entrusted loans and entrusted investment, consulting and agency businesses such as financial and financing consultants, as well as a package of financial services such as factoring, letter of guarantee, bond underwriting, financial leasing, provision of guarantee and insurance agency within the business scope permitted by laws, regulations and business license; At the same time, the finance company will jointly explore new service products and new service fields with the company, and actively carry out financial innovation to provide personalized and better services for the company;
2. Before the finance company provides other financial services to the company, both parties need to negotiate and enter into an independent agreement;
3. For other financial services provided by the finance company to the company, the price of financial services shall be determined in accordance with the principle of fairness and reasonableness and in accordance with the standards superior to the market fair price or national regulations.
The above transactions shall take effect after being approved by the general meeting of shareholders of the company.
6、 Purpose and impact of related party transactions
The financial services provided by the finance company for the company are normal non bank financial institution services. The purpose is to save transaction costs and expenses, further improve the use efficiency of funds and reduce financing costs and financing risks. The service price shall follow the principle of fairness and reasonableness, and the price of financial services shall be determined according to the standard that is not higher than the market fair price or the national standard. The related party transaction will not damage the interests of the company and non related shareholders.
7、 Accumulated various connected transactions with the connected person
As of December 31, 2021, the company’s deposit balance in the finance company was 2461348 million yuan, and the loan balance was 340.22 million yuan.
8、 Opinions of independent directors and the board of supervisors
(I) opinions of independent directors
The independent directors reviewed the relevant materials in advance and agreed to submit them to the board of directors for deliberation. At the meeting, the independent directors expressed the following opinions: the company signed the financial service agreement with the finance company, which met the regulatory requirements; Daily deposit, loan, issuing bank acceptance bill and bill discount through the financial service platform of the finance company can improve the management level and use efficiency of the company’s funds and meet the needs of the company’s normal production and operation. The service price follows the principle of fairness and reasonableness, and the price of financial services is set according to the standard superior to the market fair price or the standard specified by the state, which does not damage the rights and interests of the company and non affiliated shareholders, and is fair to all shareholders.
(II) opinions of the board of supervisors
The board of supervisors believes that the financial services provided by the finance company to the company are normal services of non bank financial institutions. The purpose is to save transaction costs and expenses, further improve the use efficiency of funds and reduce financing costs and financing risks. The service price shall follow the principle of fairness and reasonableness, and the price of financial services shall be determined according to the standard that is not higher than the market fair price or the national standard. The related party transaction will not damage the interests of the company and non related shareholders.
9、 Documents for future reference
1. Resolutions of the 5th meeting of the 8th board of directors of the company
2. Resolutions of the 4th meeting of the 8th board of supervisors of the company
3. Prior approval opinions of independent directors
4. Independent opinions of independent directors
It is hereby announced.
Harbin Dongan Auto Engine Co.Ltd(600178) board of directors March 15, 2022
