Securities code: 600839 securities abbreviation: Sichuan Changhong Electric Co.Ltd(600839) Announcement No.: Lin 2021-064 Sichuan Changhong Electric Co.Ltd(600839)
About Sichuan Changhong Electric Co.Ltd(600839) Group Finance Co., Ltd
Announcement on related party transactions signed financial service agreement
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.
1、 Overview of related party transactions
In order to improve the overall fund management and utilization efficiency of Sichuan Changhong Electric Co.Ltd(600839) (hereinafter referred to as "the company", or " Sichuan Changhong Electric Co.Ltd(600839) ") and reduce the financing cost, the proposal of signing a financial service agreement between the company and Sichuan Changhong Electric Co.Ltd(600839) Group Finance Co., Ltd. (hereinafter referred to as "the finance company") was reviewed and approved at the 10th meeting of the 11th board of directors of the company on January 28, 2021. See Announcement No. 2021-003, 004 and 005 disclosed by the company on January 30, 2021 for details of the above matters. Now that the agreement is about to expire, the company plans to continue to sign a financial service agreement with the finance company.
The controlling shareholder of the finance company Sichuan Changhong Electric Co.Ltd(600839) electronic Holding Group Co., Ltd. holds 23.22% of the shares of the company and is the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, the company plans to renew the financial service agreement with the finance company, which constitutes the related party transaction of the company. The amount of this connected transaction has been deliberated and approved by the 26th meeting of the 11th board of directors and the first extraordinary general meeting of the company in 2021 on December 2, 2021 and December 20, 2021 respectively. For the above matters, please refer to Announcement No. 2021-052, No. 053, No. 057 and No. 059 disclosed by the company on December 4, 2021 and December 21, 2021. The signing of the financial services agreement does not need to be submitted to the general meeting of shareholders for deliberation.
On December 31, 2021, the proposal on signing financial service agreement between Sichuan Changhong Electric Co.Ltd(600839) and Sichuan Changhong Electric Co.Ltd(600839) Group Finance Co., Ltd. was deliberated and adopted at the 27th meeting of the 11th board of directors of the company. The independent directors of the company reviewed the proposal in advance and expressed independent opinions. The related directors Mr. Zhao Yong, Mr. Li Wei, Ms. Hu Jia, Mr. Yang Jun Mr. Pan Xiaoyong avoided voting on this proposal.
2、 Introduction to related parties
The finance company is a non bank financial institution established with the approval of YJF [2013] No. 423 document of Bank Of China Limited(601988) Industry Regulatory Commission. The financial license was obtained on August 22, 2013 (financial license institution code: l0156h251070001), and the business license of enterprise legal person (Unified Social Credit Code: 91510700076120682k) was obtained on August 23, 2013. The registered capital of the finance company is 2693938365.84 yuan, and the company contributes 943970875.51 yuan, holding 35.04% equity; Sichuan Changhong Electric Co.Ltd(600839) electronic Holding Group Co., Ltd. invested 943970875.51 yuan and held 35.04% equity; The subsidiary Changhong Meiling Co.Ltd(000521) of the company contributed 402998307.41 yuan and held 14.96% equity; The subsidiary Changhong Huayi Compressor Co.Ltd(000404) of the company contributed 402998307.41 yuan and held 14.96% equity.
3、 Basic information of related party transactions
According to the requirements of the company and its subsidiaries, the finance company provides a series of financial services to the company and its subsidiaries, including but not limited to deposit services, settlement services, loan services, bill discount services, guarantee, buyer's credit, extended industrial chain finance and other businesses that the finance company approved by the CBRC can engage in. 4、 Main contents and pricing policies of related party transactions
After equal communication, both parties reached an agreement on the contents of the agreement. The main contents of the agreement to be signed are as follows: 1. Both parties
Party A: refers to Sichuan Changhong Electric Co.Ltd(600839) and its subsidiaries, excluding: Changhong Meiling Co.Ltd(000521) and its subsidiaries, Changhong Huayi Compressor Co.Ltd(000404) and its subsidiaries, Changhong Jiahua Information Products Co., Ltd. and its subsidiaries, Sichuan Changhong Electric Co.Ltd(600839) Minsheng Logistics Co., Ltd. and its subsidiaries.
Party B: Sichuan Changhong Electric Co.Ltd(600839) Group Finance Co., Ltd
2. Service principle
(1) Both parties agree to cooperate and the finance company shall provide relevant financial services to Party A in accordance with this agreement.
(2) Both sides regard each other as important partners, give full play to their advantages in their respective fields, achieve common development through business cooperation and maximize the interests of both sides.
(3) The two sides agreed to establish a regular high-level meeting system and an effective communication mechanism to exchange business information and cooperation in a timely manner.
(4) Party A has the right to independently select the financial institutions that provide deposits and loans and related financial services according to its own business needs, and independently determine the amount of deposits and loans and the time of withdrawal of deposits.
(5) Both parties shall cooperate and perform this agreement in accordance with the principles of equality, voluntariness, complementary advantages, mutual benefit, common development and win-win.
3. Service content
The finance company provides a series of financial services to Party A, including but not limited to deposit services, settlement services, loan services, bill discount services, guarantee, buyer's credit, extended industrial chain finance and other businesses that the finance company approved by the cbcirc can engage in. The specific businesses are as follows:
(1) Handle financial and financing consulting, credit visa and related consulting and agency business;
(2) Assist Party A to realize the receipt and payment of transaction funds;
(3) Approved insurance agency business;
(4) Provide guarantee to Party A;
(5) Handle bill acceptance and discount for Party A;
(6) Accept Party A's entrustment to handle Party A's bill pool related business;
(7) Handle Party A's internal transfer settlement and corresponding settlement and clearing scheme design;
(8) Absorb the deposit of Party A;
(9) Loans and financial leases to Party A;
(10) Handle entrusted loans and entrusted investments of Party A;
(11) Handle buyer's credit and consumer credit for Party A's products;
(12) Provide immediate settlement and sale of foreign exchange services to Party A;
(13) Other businesses approved by the Insurance Regulatory Commission.
4. Trading limit
In consideration of financial control and transaction rationality, both parties shall make corresponding restrictions on the amount of deposit, loan and financial service transactions between Party A and the finance company, and Party A shall assist the finance company in monitoring and implementing such restrictions. The corresponding restrictions are as follows:
(1) From the effective date of this agreement to December 31, 2022, the maximum daily deposit balance (including accrued interest and handling charges) deposited by Party A to the finance company shall not exceed RMB 8 billion per day;
(2) From the effective date of this agreement to December 31, 2022, the maximum outstanding loan principal and interest of Party A in the finance company shall not exceed RMB 10.3 billion per day.
5. Term of agreement
The agreement is valid from the effective date of the agreement to December 31, 2022.
6. Pricing principle
The pricing of the financial services provided by the finance company to Party A shall follow the principle of fairness and rationality and shall not be inferior to the market fair price or the standard specified by the people's Bank of China. Specifically:
(1) With regard to deposit service: the interest rate at which the finance company absorbs Party A's deposits shall not be lower than the lower limit of interest rate specified by the people's Bank of China for such kind of deposits at that time, and shall not be lower than the interest rate determined by China's major independent commercial banks to provide Party A with the same kind of deposit service in principle.
(2) With regard to loan services: the interest rate of the loan granted by the finance company to Party A shall not be higher than the upper limit of the interest rate specified by the people's Bank of China for this type of loan at that time, and in principle shall not be higher than the interest rate determined by the main independent commercial banks in China to provide the same kind of loan services to Party A.
(3) Regarding settlement services: in principle, the fees charged by the finance company for providing various settlement services for Party A shall not be higher than the fees charged by the third party for similar services at that time.
(4) As for other services: the fees charged by the finance company for providing other services to Party A shall not be higher than the upper limit of fees (if applicable) specified by the people's Bank of China for this type of services, and in principle shall not be higher than the fees charged by a third party for providing the same type of services to Party A.
7. Effectiveness, alteration and termination of the agreement
(1) This Agreement shall come into force after being signed by both parties and through relevant legal procedures, and shall be valid from the effective date of this agreement to December 31, 2022.
(2) This agreement can be changed and terminated by both parties through negotiation and reaching a written agreement. The terms of this Agreement shall remain valid until a written agreement is reached.
(3) The invalidity or unenforceability of some provisions of this Agreement shall not affect the effectiveness of other provisions.
8. Dispute resolution
(1) All disputes, disputes or claims arising from the signing and performance of this agreement or related to this Agreement shall be settled by both parties through negotiation.
(2) If no settlement can be reached through negotiation, either party may submit the dispute to Mianyang Arbitration Commission for arbitration in accordance with the then effective arbitration rules of Mianyang Arbitration Commission. The arbitration result is final and binding on both parties.
5、 Purpose of this connected transaction and its impact on the company
The financial company provides financial services for Sichuan Changhong Electric Co.Ltd(600839) and its subsidiaries, which is conducive to Sichuan Changhong Electric Co.Ltd(600839) and its subsidiaries to expand financing channels and reduce financing costs; It is conducive to improving Sichuan Changhong Electric Co.Ltd(600839) and its subsidiaries' capital use efficiency, financial management level and capital operation ability through safe and efficient financial management services. The non bank financial business engaged by the finance company is part of the national financial system and is subject to continuous and strict supervision by the national regulatory authorities. At the same time, the risk control and risk early warning mechanism is clearly formulated in the financial service agreement to ensure the safety of funds.
The services provided by the finance company to Sichuan Changhong Electric Co.Ltd(600839) and its subsidiaries are determined according to the actual business needs and future business plans of Sichuan Changhong Electric Co.Ltd(600839) and its subsidiaries. According to the agreement, the pricing of various financial services provided by the finance company to Sichuan Changhong Electric Co.Ltd(600839) and its subsidiaries follows the principle of fairness and reasonableness, which is no less than the market fair price or the standard specified by the people's Bank of China. Meanwhile, the daily maximum deposit balance deposited by Sichuan Changhong Electric Co.Ltd(600839) and its subsidiaries to the finance company and the daily maximum outstanding loan balance granted by the finance company to Sichuan Changhong Electric Co.Ltd(600839) and its subsidiaries are also determined according to the historical data of deposit and loan business between Sichuan Changhong Electric Co.Ltd(600839) and its subsidiaries and commercial banks and the needs of business development. Meanwhile, the finance company guarantees the independence of Sichuan Changhong Electric Co.Ltd(600839) and its subsidiaries' funds in the finance company in the agreement, and the funds deposited by Sichuan Changhong Electric Co.Ltd(600839) and its subsidiaries in the finance company can be withdrawn freely.
6、 Review procedure
On December 31, 2021, the company held the 27th meeting of the 11th board of directors. There were 9 directors at the meeting and 9 actually. The meeting considered and adopted the proposal on signing financial service agreement between Sichuan Changhong Electric Co.Ltd(600839) and Sichuan Changhong Electric Co.Ltd(600839) Group Finance Co., Ltd. with 4 votes in favor, 5 votes in avoidance, 0 votes against and 0 abstentions. The transaction is a related party transaction, and the related directors Mr. Zhao Yong, Mr. Li Wei, Ms. Hu Jia, Mr. Yang Jun and Mr. Pan Xiaoyong avoided voting on this proposal. The amount of this connected transaction has been deliberated and approved by the 26th meeting of the 11th board of directors and the first extraordinary general meeting of the company in 2021 on December 2, 2021 and December 20, 2021 respectively. For the above matters, please refer to Announcement No. 2021-052, No. 053, No. 057 and No. 059 disclosed by the company on December 4, 2021 and December 21, 2021. The signing of the financial services agreement does not need to be submitted to the general meeting of shareholders for deliberation.
The independent directors of the company carefully reviewed the relevant materials provided by the board of directors in advance, agreed to submit the related party transaction to the board of directors for deliberation, and expressed independent opinions on the related party transaction: the deliberation procedures for related party transactions in the financial service agreement signed between the company and Sichuan Changhong Electric Co.Ltd(600839) Group Finance Co., Ltd. are legal and effective, and comply with relevant laws Regulations and the articles of association. The related party transaction is conducive to the normal development of the company's production and operation activities, broaden the company's financing channels, reduce financing costs and financing risks, optimize the company's financial management, improve the use efficiency of funds, and will not damage the interests of the company and minority shareholders. It is agreed that the company will sign the financial service agreement with Sichuan Changhong Electric Co.Ltd(600839) Group Finance Co., Ltd.
7、 Documents for future reference
1. Sichuan Changhong Electric Co.Ltd(600839) resolution of the 27th meeting of the 11th board of directors;
2. Sichuan Changhong Electric Co.Ltd(600839) resolution of the 27th meeting of the 10th board of supervisors;
3. Prior approval opinions on related party transactions signed and confirmed by independent directors;
4. Independent opinions on connected transactions signed and confirmed by independent directors;
5. The financial services agreement to be signed between the company and the finance company.
It is hereby announced.
Sichuan Changhong Electric Co.Ltd(600839) board of directors January 4, 2022
