Securities code: China Jushi Co.Ltd(600176) securities abbreviation: China Jushi Co.Ltd(600176) Announcement No.: 2022020 China Jushi Co.Ltd(600176)
About the contract signed between the company and China Building Materials Group Finance Co., Ltd
Announcement of financial services agreement and 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:
China Jushi Co.Ltd(600176) (hereinafter referred to as “the company”) intends to sign a financial service agreement with China Building Materials Group Finance Co., Ltd. (hereinafter referred to as “China building materials finance company”) in order to further expand financing channels, reduce financing costs and financial expenses and improve capital use efficiency. According to the agreement, CNBM finance company provides deposits, settlement, comprehensive credit and other financial services for the company and its subsidiaries within its business scope.
The company held the 12th meeting of the 6th board of directors on March 18, 2021, deliberated and passed the proposal on signing financial service agreement and related party transactions between the company and China Building Materials Group Finance Co., Ltd., which expired on December 31, 2021. This time, the company plans to renew the agreement with China building materials Finance Co., Ltd., and the amount of related party transactions remains unchanged.
This connected transaction has been deliberated and adopted at the 21st Meeting of the sixth board of directors of the company.
1、 Overview of related party transactions
1. In order to further broaden financing channels, reduce financing risks and improve capital use efficiency, the company plans to sign the financial service agreement with China building materials finance company. According to the agreement, CNBM finance company provides deposits, settlement, comprehensive credit and other financial services for the company and its subsidiaries within its business scope.
2. Since the actual controllers of the company and China building materials finance company are China Building Materials Group Co., Ltd. (hereinafter referred to as “China Building Materials Group”), according to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction.
3. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
(I) introduction to relationship
The actual controllers of the company and China building materials finance company are China Building Materials Group. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction.
(II) basic information of related parties
Founded on April 23, 2013, China building materials Finance Co., Ltd. is a non bank financial institution approved by the former Bank Of China Limited(601988) Industry Regulatory Commission.
Registered address: Floor 9, building 2, No. 17, Fuxing Road, Haidian District, Beijing
Legal representative: Zhan Yanjing
Financial license institution code: l0174h21 Ping An Bank Co.Ltd(000001)
Unified social credit Code: 91110 Sgis Songshan Co.Ltd(000717) 83642×5
Registered capital: 500 million yuan, including 350 million yuan invested by China Building Materials Group Co., Ltd., accounting for 70%; Sinoma Cement Co., Ltd. invested 150 million yuan, accounting for 30%.
Business scope: 1. Handle financial and financing consulting, credit assurance and related consulting and agency business for member units; 2. Assist member units to realize the receipt and payment of transaction funds; 3. Approved insurance agency business; 4. Provide guarantee to member units; 5. Handle entrusted loans between member units; 6. Handle bill acceptance and discount for member companies; 7. Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; 8. Absorbing deposits from member units; 9. Handle loans and financial leases for member units; 10. Engage in interbank lending; 11. Underwriting corporate bonds of member units; 12. Securities investment (fixed income).
As of December 31, 2021, China building materials Finance Corporation has total assets of 18711290300 yuan, liabilities of 1723325600 yuan and net assets of 1478034700 yuan; In 2021, the company realized an operating income of 402004700 yuan and a net profit of 588544 million yuan. By the end of 2021, it had absorbed 171651012 million yuan of deposits and 9901646600 yuan of foreign self operated loans. (the above financial data have not been audited)
3、 Basic information of related party transactions
(I) basic information
Within its business scope, CNBM finance company provides deposit services, settlement services, comprehensive credit services (including but not limited to loans, bill acceptance, bill discount, guarantee, financial leasing and other forms of capital financing business) and other financial services (including but not limited to financial and financing consulting, credit assurance and related consulting, agency services and entrusted loans) for the company and its subsidiaries. Specifically include:
1. Deposit service
In 2022, the daily deposit balance (including accrued interest) of the company in China building materials Finance Co., Ltd. will not exceed RMB 250 million.
2. Comprehensive credit service
In 2022, the comprehensive credit balance (including accrued interest) provided by China building materials Finance Co., Ltd. to the company shall not exceed RMB 300 million.
3. Settlement service
During the validity of the agreement, China building materials Finance Co., Ltd. will not charge any fees for the settlement services provided to the company. (II) principles for determining the price of related party transactions
1. Deposit service
The deposit interest rate of the deposit service provided by China building materials finance company for the company, Under the same conditions, no less than the same period of the same period of the same period under the same conditions, no less than the same period of the same period of the same period of the same period of the same period of the same period of the same period of the same period of the same period of the same period of the same period of the same period of the same period under the same same conditions and no less than the same period of the same period of the same period of the same same period of the same period of the same same same period of the same period of the same set of China’s general commercial bank (the agreement in which the Chinese general commercial bank in the agreement in the agreement in which the Chinese general commercial bank in the agreement is mainly referring to the relevant state-owned commercial banks, including China’s Industrial And Commercial Bank Of China Limited(601398) , including China’s , including China’s 601 Industrial And Commercial Bank Of China Limited(601398) , including China, including China, including China’s 601 Industrial And Commercial Bank Of China Limited(601398) , including China’s Industrial And Commercial Bank Of China Limited(601398) , including the country, including China ” Industrial And Commercial Bank Of China Limited(601398) , including China’s Industrial And Commercial Bank Of China Limited(601398) , including the\ , Industrial Bank Co.Ltd(601166) , which has cooperation with the company) Under the same conditions, the deposit interest rate of similar deposits shall not be lower than the interest rate of similar deposits paid by China building materials finance company to other member companies of China building materials group except the company in the same period.
2. Comprehensive credit service
Under the same conditions, the loan interest rate provided by China building materials finance company to the company shall not be higher than that provided by China general commercial banks and China joint-stock commercial banks to the company in the same period, and shall not be higher than that provided by China building materials finance company to other member companies of China building materials group except the company in the same period.
3. Settlement service
China building materials finance company provides payment services, collection services and other auxiliary services related to settlement business for the company according to the instructions. China building materials finance company is exempted from agency settlement handling fees.
4. Other financial services
The fees charged by CNBM finance company for providing other financial services within its business scope (including but not limited to financial and financing consulting, credit assurance and related consulting, agency services, entrusted loans, etc.) shall comply with relevant regulations if the people’s Bank of China or Bank Of China Limited(601988) Insurance Regulatory Commission has similar financial service charging standards, Under the same conditions, it shall not be higher than the fees charged by China’s general commercial banks and China’s joint-stock commercial banks for similar financial services in the same period.
4、 Main contents and performance arrangements of related party transactions
(I) effectiveness of the agreement: the agreement is established on the date when the legal representatives or authorized representatives of the company and China building materials finance company sign and affix their respective official seals, and takes effect after the related party transactions under the agreement are approved by the board of directors of the company and the board of directors of China building materials finance company.
(II) term of agreement: the agreement is valid until December 31, 2022.
(III) main contents of the agreement:
In addition to the above, other key points of the agreement are as follows:
1. The company and CNBM Finance Co., Ltd. cooperate and perform the agreement in accordance with the principles of equality and voluntariness, complementary advantages, mutual benefit, common development and win-win results. The cooperation between the two sides is non exclusive. The company has the right to choose the financial services provided by other financial institutions, and CNBM finance company also has the right to choose to provide financial services to objects other than the company.
2. Within three days of the company’s financial expansion, the company shall take the following measures to avoid financial losses:
(1) China building materials finance company has major events such as withdrawal of deposits, failure to pay due debts, overdue large loans or guaranteed advances, serious failure of computer system, robbery or fraud, serious disciplinary violations and criminal cases involving directors or senior managers;
(2) Major institutional changes, equity transactions or business risks that may affect the normal operation of China building materials finance company;
(3) The liabilities of the shareholders of China building materials finance company to China building materials finance company are overdue for more than one year; (4) China building materials finance company has a serious payment crisis;
(5) Any asset liability ratio index of China building materials finance company does not meet the requirements specified in Article 34 of the measures for the administration of enterprise group finance companies;
(6) China building materials Finance Co., Ltd. is subject to administrative punishment by Bank Of China Limited(601988) insurance supervision and Administration Commission and other regulatory authorities for violation of laws and regulations;
(7) China building materials finance company was ordered to rectify by Bank Of China Limited(601988) insurance supervision and Administration Commission;
(8) Other matters that may bring potential safety hazards to the company’s deposited funds.
5、 The purpose of this connected transaction and its impact on the listed company
CNBM finance company is a non bank financial institution approved by the former Bank Of China Limited(601988) Industry Regulatory Commission. It will become a new financing platform and fund management platform of the company, providing deposits, settlement, comprehensive credit and other financial services approved by Bank Of China Limited(601988) Insurance Regulatory Commission for the company and its subsidiaries. The two sides follow the principles of equality and voluntariness, complementary advantages, mutual benefit and win-win cooperation, which is conducive to strengthening the company’s fund management, broadening financial management channels, improving the efficiency of fund use, reducing financing costs and financing risks, and providing financial support and smooth financing channels to meet the needs of the company’s business operation and development and long-term development. The company believes that signing the financial service agreement with China building materials Finance Co., Ltd. will not affect the independence of the company, is in line with the interests of the company and all shareholders, and does not damage the interests of minority shareholders.
6、 Review procedures for the performance of related party transactions
(I) deliberations of the board of directors
On March 18, 2022, the 21st Meeting of the sixth board of directors of the company deliberated and adopted the proposal on signing the financial service agreement and related party transactions between the company and China Building Materials Group Finance Co., Ltd. Zhang Li Chang, Cai Guobin, Pei Hongyan and Ni Jinrui, affiliated directors, have avoided voting in accordance with relevant regulations. The meeting adopted the proposal with 5 votes in favor, 0 against and 0 abstention.
(II) prior approval opinions of independent directors
As a normative non bank financial institution approved by the former Bank Of China Limited(601988) Industry Regulatory Commission, China building materials Finance Corporation provides financial services for the company within its business scope, which complies with the provisions of relevant national laws and regulations; As a non bank financial institution, its business scope, business content and process, internal risk control system and other measures are strictly supervised by Bank Of China Limited(601988) Insurance Regulatory Commission; The risk disposal plan issued by the company can effectively prevent, timely control and resolve the capital risks of the company in China building materials finance company and maintain the safety of funds. This connected transaction follows the principles of reciprocity, mutual benefit and voluntary cooperation. The pricing principle is fair, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Agree to submit the proposal to the board meeting of the company for deliberation.
(III) independent opinions of independent directors
The signing of the financial service agreement between the company and China building materials Finance Co., Ltd. is conducive to optimizing and expanding the company’s financing channels, improving the efficiency of fund use, reducing financing costs and risks, and follows the principles of equality and voluntariness, complementary advantages, mutual benefit and win-win cooperation. The pricing principle is fair and does not damage the interests of the company and shareholders, especially small and medium-sized shareholders. The approval procedures for the above related party transactions comply with the provisions of relevant laws, regulations and the articles of association, and the company agrees to this related party transaction.
(IV) opinions of the audit committee of the board of directors
As a normative non bank financial institution approved by the former Bank Of China Limited(601988) Industry Regulatory Commission, China building materials Finance Corporation provides financial services for the company and its subsidiaries within its business scope, which complies with the provisions of relevant national laws and regulations. This connected transaction is a reasonable and legal economic act, follows the principles of equality, voluntariness, honesty and credibility, and the pricing principle is fair. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company. After careful discussion by the audit committee of the board of directors, this connected transaction complies with the provisions of relevant laws, regulations and the articles of association, and the company is agreed to conduct the above connected transactions.
7、 Documents for future reference
1. Resolutions of the 21st Meeting of the 6th board of directors of the company;
2. Prior approval opinions of independent directors on the signing of financial service agreement and related party transactions between the company and China Building Materials Group Finance Co., Ltd;
3. Independent opinions of independent directors on the signing of financial service agreement and related party transactions between the company and China Building Materials Group Finance Co., Ltd;
4. Audit opinions of the audit committee of the board of directors on the signing of the financial service agreement and related party transactions between the company and China Building Materials Group Finance Co., Ltd;
5. Financial services agreement.
It is hereby announced.
China Jushi Co.Ltd(600176) board of directors March 18, 2022
