China Securities Co.Ltd(601066)
About Yunnan Aluminium Co.Ltd(000807)
Opinions on renewal of financial service agreement and related party transactions with Chinalco Finance Co., Ltd. China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “sponsor”) as a sponsor of non-public offering of shares by Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as ” Yunnan Aluminium Co.Ltd(000807) ” or “company”), In accordance with the relevant provisions of laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), the renewal of the financial service agreement and related party transactions between Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as ” Yunnan Aluminium Co.Ltd(000807) ” or “the company”) and Chinalco Finance Co., Ltd. (hereinafter referred to as “Chinalco finance”) were verified. The details are as follows:
1、 Overview of related party transactions
(I) basic information of this connected transaction
In order to further optimize the financial management of Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as ” Yunnan Aluminium Co.Ltd(000807) ” or “the company”), broaden financing channels, improve capital use efficiency, reduce financing costs and financing risks, the company plans to sign a financial service agreement with Chinalco Finance Co., Ltd. (hereinafter referred to as “Chinalco finance”) which is a related party controlled by Aluminum Corporation Of China Limited(601600) Group Co., Ltd. (hereinafter referred to as “Chinalco group”), The maximum amount of interest (including RMB 5.5 billion) of the company’s deposits and other financial services (including RMB 5.5 billion) that should be provided by the aluminum company on the actual settlement day is the maximum amount of the company’s Financial deposits (including RMB 5.5 billion) and other financial services, The agreement is valid for one year. The deposit interest rate provided by Chinalco finance for the company is within the upper limit of the deposit interest rate of similar deposits in the same period uniformly promulgated by the people’s Bank of China, which is better than that of similar deposits of major commercial banks in China in the same period; The RMB loan interest rate provided by Chinalco finance to the company refers to the loan market quotation interest rate (i.e. LPR) issued by the national interbank lending center authorized by the people’s Bank of China, and the loan interest rate shall be no higher than the interest rate of similar loans provided by other financial institutions in China to the company in the same period.
(II) relationship
Yunnan Metallurgical Group Co., Ltd., the controlling shareholder of the company, is the holding subsidiary of China Copper Industry Co., Ltd., China Copper Industry Co., Ltd. is the holding subsidiary of Chinalco group, and Chinalco finance is the holding subsidiary of Chinalco group. Therefore, Chinalco finance is the related legal person of the company, so the above transactions constitute related party transactions.
Aluminum Corporation Of China Limited(601600) Group Co., Ltd
729175%
85.24% China Copper Co., Ltd
99.99%
Chinalco Finance Co., Ltd. Yunnan Metallurgical Group Co., Ltd
32%
Yunnan Aluminium Co.Ltd(000807)
(III) deliberations of the board of directors
The company held the 13th meeting of the 8th board of directors on March 21, 2022. The meeting deliberated and adopted the plan on renewing the financial service agreement and related party transactions between the company and Chinalco Finance Co., Ltd. with 5 votes in favor, 0 votes against and 0 abstentions. As the matter belongs to related party transactions, the directors of related parties of the company, Mr. Zhang Zhengji, Mr. Lu Jianzeng, Mr. Gao Lidong and Mr. Jiao Yun, have avoided voting at the time of deliberation. The independent directors of the company, Ms. Bao Huifang, Mr. Wang Tao, Mr. Yang Jiwei and Mr. Shi Zhe, have approved the matter in advance and expressed their explicit consent to the matter during the deliberation of the board of directors. This transaction needs to be submitted to the general meeting of shareholders of the company for deliberation. During the deliberation, the shareholders of related parties and the authorized representatives of shareholders avoid voting. After the review and approval, the company and the enterprises actually controlled by the company will sign the financial service agreement with Chinalco finance respectively.
(IV) the related party transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, and does not constitute backdoor.
2、 Basic information of related parties
(I) basic information
Company name: Chinalco Finance Co., Ltd
Address: room 201204, 3 / F, 4 / F, 2 / F, 5 / F, 6 / F, 7 / F, building C, courtyard 1, Wenxing street, Xicheng District, Beijing
Nature of enterprise: limited liability company (state-owned holding)
Legal representative: Ge Xiaolei
Registered capital: 4000000000000 yuan
Tax Registration No.: 91110 Sgis Songshan Co.Ltd(000717) 829780g
Date of establishment: June 27, 2011
Equity structure: (I) Aluminum Corporation Of China Limited(601600) Group Co., Ltd., with a capital contribution of 340955000000 yuan and a capital contribution ratio of 85.24%; （2） Chinalco Capital Holding Co., Ltd., with a capital contribution of RMB 40000000000, accounting for 10%; (III) Chinalco Asset Management Co., Ltd., with a capital contribution of 19045000000 yuan, accounting for 4.76%.
Business scope: (I) handle financial and financing consulting, credit assurance and related consulting and agency business for member units; (II) assist member units to realize the receipt and payment of transaction funds; (III) approved insurance agency business; (IV) providing guarantee to member units; (V) handle entrusted loans and entrusted investments between member units (only fixed income securities investment); (VI) handle bill acceptance and discount for member units; (VII) handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; (VIII) absorbing deposits from member units; (IX) handle loans and financial leases for member units; (x) engaging in interbank lending; （11） Underwriting corporate bonds of member units; （12） Securities investment (excluding stock investment); （13） Buyer’s credit for products of member units.
(market entities shall independently choose business projects 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.)
Capital adequacy ratio: 20.12% as of December 31, 2021, no less than 10%.
(II) historical evolution and relevant financial data
Chinalco finance is a non bank financial institution established on June 27, 2011 with the approval of the Banking Regulatory Commission of the people’s Republic of China. It holds the financial license issued by Bank Of China Limited(601988) industry supervision and Administration Commission with the organization code of l0127h211 Ping An Bank Co.Ltd(000001) and the unified social credit code approved and issued by the State Administration for Industry and commerce with the registration number of 91110 Sgis Songshan Co.Ltd(000717) 829780g.
As of December 31, 2021, the total assets of Chinalco finance company were 42.611 billion yuan and the owner’s equity was 5.611 billion yuan. In 2021, the operating income was 9337176 million yuan, the total profit was 3799792 million yuan, and the net profit was 2947011 million yuan.
Chinalco finance, the counterparty of this transaction, is not a dishonest executee.
(III) description of association relationship
The actual controllers of the company and Chinalco finance are Chinalco group. According to the stock listing rules of Shenzhen Stock Exchange, Chinalco finance is the affiliated legal person of the company, so the above transactions constitute affiliated transactions.
3、 Basic information of related party transactions
According to the financial services agreement, Chinalco finance provides deposit, credit, settlement and financial services to the company and the enterprises actually controlled by the company. According to the financial services agreement, it is expected that the maximum daily deposit balance of the company and the enterprises actually controlled by the company in the Chinalco financial settlement account will not exceed 2 billion yuan (including 2 billion yuan), and the maximum daily loan balance (including accrued interest) will not exceed 5.5 billion yuan (including 5.5 billion yuan). 4、 Transaction pricing policy and pricing basis
Chinalco finance provides deposit, settlement, credit and other financial services for the company and the enterprises actually controlled by the company at a fair price.
1. Deposit business
The deposit interest rate provided by Chinalco finance for the company is within the upper limit of the deposit interest rate of similar deposits in the same period uniformly promulgated by the people’s Bank of China, which is better than that of similar deposits of major commercial banks in China in the same period.
2. Credit business
The RMB loan interest rate provided by Chinalco finance for the company refers to the loan market quotation interest rate (i.e. LPR) issued by the national interbank lending center authorized by the people’s Bank of China, and the loan interest rate shall be no higher than the interest rate of similar loans provided to it by other financial institutions in China in the same period.
5、 Main contents of the transaction agreement
Both parties intend to sign the financial services agreement, the main contents of which are as follows:
(I) service content
According to the needs of the company and the enterprises actually controlled by the company, Chinalco finance provides financial services such as deposit, credit and settlement for the company and the enterprises actually controlled by the company.
(II) estimated amount
(1) Deposit service: during the term of this agreement, the maximum daily deposit balance (including accrued interest) shall not exceed RMB 2 billion (including RMB 2 billion) within the scope allowed by the regulatory requirements of listed companies.
(2) Credit service: during the term of this agreement, the daily loan balance (including accrued interest) shall not exceed 5.5 billion yuan (including 5.5 billion yuan).
(3) Settlement services: during the term of this agreement, Chinalco finance will not charge any fees for the settlement services provided to the company.
(III) term of agreement
The agreement is valid for one year.
6、 Control measures to prevent the risk of related deposit and loan business
(I) the company entrusted ShineWing Certified Public Accountants (special general partnership) (hereinafter referred to as “ShineWing”) to review the business qualification, business and risk status of Chinalco finance. According to the risk assessment report (xyzh / 2022bjaa160141) issued by ShineWing, it is considered that Chinalco finance has a legal and effective financial license and business license for enterprise legal person, and no major defects in the risk management of the finance company are found, and Chinalco finance is not found to violate the provisions of the measures for the management of enterprise group financial companies issued by the Bank Of China Limited(601988) industry supervision and Administration Commission, All regulatory indicators meet the requirements of Article 34 of the measures.
(II) in order to ensure the safety and flexible scheduling of the company and the enterprises actually controlled by the company’s Financial deposits in Chinalco, the company has formulated Yunnan Aluminium Co.Ltd(000807) emergency response plan for the risk of deposits in Chinalco Finance Co., Ltd. Through the establishment of deposit risk prevention and disposal organization, the establishment of deposit risk reporting system, timely obtain the monthly financial report and audited annual report of Chinalco, and dynamically analyze the deposit risk. In case of major risks, immediately start the emergency disposal procedure; Hold a joint meeting with Chinalco finance to find solutions; Ensure the safety of the company’s funds by realizing Chinalco’s financial assets and other methods. The company can also transfer out all or part of the deposits in Chinalco finance from time to time to check the security and liquidity of relevant deposits.
(III) the company’s administrative measures for the use of raised funds clearly stipulates that the raised funds shall not be deposited in financial companies with related relationships.
(IV) during the deposit business, the company will pay close attention to the financial operation of Chinalco. In addition to mastering its main financial indicators in time, the company will handle the deposit and withdrawal business of different amounts from time to time to verify the safety and liquidity of relevant deposits.
(V) in case of any of the following circumstances, Chinalco finance will notify the company in writing within two working days and take measures to avoid the occurrence or expansion of losses:
(1) Chinalco finance violates Article 31, 32 or 33 of the measures for the administration of enterprise group financial companies, namely:
① Chinalco finance shall not engage in offshore business, and shall not engage in any form of cross-border capital business except assisting member units to realize the receipt and payment of transaction funds.
② After the business scope of Chinalco finance is approved by the Bank Of China Limited(601988) Industry Regulatory Commission, it shall be stated in the articles of association of the finance company. Chinalco finance shall not handle non-financial businesses such as industrial investment and trade. Chinalco finance shall report to the Bank Of China Limited(601988) industry supervision and Administration Commission for the record of subdividing business types within the approved business scope, except for intermediary business that does not involve creditor’s rights or debts.
③ The business scope of Chinalco finance branch shall be authorized by Chinalco finance in accordance with the principle of prudent operation within its business scope and reported to Bank Of China Limited(601988) industry supervision and Administration Commission for the record. Chinalco finance branch shall not handle guarantee, interbank lending, approved issuance of financial corporate bonds, underwriting of corporate bonds of member units, equity investment in financial institutions, securities investment, consumer credit and buyer’s credit of member units’ products and financial leasing.
(2) Any financial index of Chinalco finance does not meet the requirements specified in Article 34 of the measures for the administration of enterprise group financial companies, that is, Chinalco finance shall comply with the following requirements for the proportion of assets and liabilities: ① the capital adequacy ratio shall not be less than 10%;
② The balance of borrowed funds shall not be higher than the total capital;
③ The guarantee balance shall not be higher than the total capital;
④ The ratio of short-term securities investment to total capital shall not be higher than 40%;
⑤ The ratio of long-term investment to total capital shall not be higher than 30%;
⑥ The ratio of self owned fixed assets to total capital shall not be higher than 20%.
Bank Of China Limited(601988) Industry Regulatory Commission may adjust the above proportion according to the needs of Chinalco’s financial business development or prudential supervision.
(3) Chinalco finance 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
