Securities code: Hainan Haiyao Co.Ltd(000566) securities abbreviation: Hainan Haiyao Co.Ltd(000566) Announcement No.: 2022013 Hainan Haiyao Co.Ltd(000566)
Announcement on signing financial service agreement with Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd
The board of directors and all directors of the company guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
Hainan Haiyao Co.Ltd(000566) (hereinafter referred to as “the company” or ” Hainan Haiyao Co.Ltd(000566) “) the proposal on signing the financial service agreement between the company and Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd. was deliberated and adopted at the 11th meeting of the 10th board of directors held on March 29, 2021 and the third extraordinary general meeting of shareholders held on April 15, 2021, with a validity of one year. In order to further broaden the company’s financing channels, reduce financing costs, reduce financial expenses and improve the use efficiency of funds, the company plans to renew the financial service agreement with Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd. (hereinafter referred to as “Xinxing international finance company”), which includes deposit business, settlement business, credit and foreign exchange settlement and sales business, and the agreement is valid for one year. During the term of the agreement, the maximum daily deposit balance (including accrued interest) of the company and its holding subsidiaries in Xinxing Jihua finance company shall not exceed RMB 1 billion; The total balance of comprehensive credit provided by Xinxing Jihua finance company to Hainan Haiyao Co.Ltd(000566) (including Hainan Haiyao Co.Ltd(000566) holding subsidiaries) shall not exceed RMB 1 billion.
The company held the 22nd Meeting of the 10th board of directors on March 21, 2022, and adopted the proposal on signing the financial service agreement between the company and Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd. with 6 affirmative votes, 0 negative votes and 0 abstention. Mr. Pan Dazhong, the chairman of the company, served as the executive director and general manager of Hainan Huatong Industrial Co., Ltd., the controlling shareholder, and as the chairman of Xinxing Jihua pharmaceutical Holding Co., Ltd. (hereinafter referred to as “pharmaceutical holding”). Mr. Cai Haojie, the director of the company, served as the executive director of Tianjin Huajin Pharmaceutical Co., Ltd., which is controlled by Xinxing Jihua Group Corporation Limited(601718) Co., Ltd., the controlling shareholder of pharmaceutical holding. Mr. Zhao Yuexiang, the director of the company, served in pharmaceutical holding, In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, which constitute a related relationship, Mr. Pan Dazhong, Mr. Cai Haojie and Mr. Zhao Yuexiang have avoided voting on this proposal.
According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, the related party transaction must be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will avoid voting on this proposal. 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
(I) basic information of related parties
Enterprise name: Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd
Legal representative: Zuo Yatao
Registered capital: 1 billion yuan
Address: Room 201, floor 2, building 1, yard 28, xiangjunbeili, Chaoyang District, Beijing
Unified social credit Code: 91110105ma02075p47
Financial license institution code: l0282h211 Ping An Bank Co.Ltd(000001)
Date of establishment: January 29, 2021
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) handling entrusted loans between member units; (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) engage in interbank lending. (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.)
Equity structure: Xinxing Jihua Group Corporation Limited(601718) Co., Ltd. holds 100% equity of Xinxing Jihua finance company
Financial data: as of December 31, 2021 (Unaudited), Xinxing Jihua finance company had total assets of 108837064 million yuan, total liabilities of 98768422 million yuan, owner’s equity of 10068642 million yuan, operating income of 960324 million yuan and net profit of 6.8642 million yuan in 2021.
(II) description of association relationship
SASAC of the State Council
100%
Xinxing Jihua Group Corporation Limited(601718) Co., Ltd
100% 100%
Xinxing Jihua pharmaceutical Holding Co., Ltd. Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd. 100%
Hainan Huatong Industrial Co., Ltd
22.89% shares (30.88% voting rights)
Hainan Haiyao Co.Ltd(000566)
The association relationship is shown in the figure above. Both Hainan Haiyao Co.Ltd(000566) and Xinxing Jihua finance company are enterprises controlled by Xinxing Jihua Group Corporation Limited(601718) Co., Ltd.
(III) performance capability analysis
After verification, Xinxing Jihua Finance Co., Ltd. is not a dishonest executee. Its business and financial conditions are good, and it can perform its responsibilities and obligations in accordance with the contract, and there is no risk of failure to perform normally.
3、 Pricing principles and basis of related party transactions
The deposit interest rate of Xinxing Jihua finance company providing deposit services for Hainan Haiyao Co.Ltd(000566) (including Hainan Haiyao Co.Ltd(000566) holding subsidiaries) will not be lower than the deposit interest rate of similar deposits in the same period uniformly issued by the people’s Bank of China, the deposit interest rate of similar deposits in major commercial banks in China in the same period, and the interest rate determined by Xinxing Jihua finance company to absorb the same kind of deposits from any third party in the same period.
The total comprehensive credit balance provided by Xinxing Jihua finance company to Hainan Haiyao Co.Ltd(000566) (including Hainan Haiyao Co.Ltd(000566) holding subsidiaries) shall not exceed RMB 1 billion, and the loan interest rate shall not be higher than the loan interest rate of the same grade obtained by Hainan Haiyao Co.Ltd(000566) in other Chinese financial institutions in the same period, as well as the average interest rate of loans of the same grade provided by Xinxing Jihua finance company to third parties with the same credit level except Hainan Haiyao Co.Ltd(000566) .
The pricing of financial services of Xinxing Jihua finance company follows the principle of fairness and rationality and complies with the relevant systems and requirements of the people’s Bank of China. The related party transactions between the company and Xinxing Jihua finance company are carried out under the principle of fairness, voluntariness and equality. The cooperation between the two sides is non exclusive. The company has the right to choose the financial services provided by other financial institutions. Any party to the related party transaction does not use the related party transaction to damage the interests of the other party.
4、 Main contents of financial services agreement
Party A: Hainan Haiyao Co.Ltd(000566)
Party B: Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd
(I) principle of cooperation
The cooperation between Party A and Party B is non exclusive. Party A has the right to decide whether to need and accept the services provided by Party B in combination with its own interests, and also has the right to choose the services provided by other financial institutions. However, under the same conditions, Party A can give priority to the financial services provided by Party B.
(II) deposit service
1. Party A shall open a deposit account with Party B and deposit the funds into the deposit account opened with Party B based on 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 Party B’s deposit service for Party A will not be lower than the deposit interest rate of similar deposits in the same period uniformly issued by the people’s Bank of China, not lower than the deposit interest rate of similar deposits in major commercial banks in China in the same period, and not lower than the interest rate determined by Party B’s absorption of similar deposits from any third party in the same period.
3. Specific matters related to deposit services shall be separately agreed by both parties.
(III) credit service
1. On the premise of complying with relevant national laws and regulations and the provisions of China Securities Regulatory Commission and stock exchange, Party B provides comprehensive credit services for Party A according to the business and development needs of Party A. Party A can use the comprehensive credit line provided by Party B to handle loans, bill acceptance and discount, guarantee and other forms of capital financing. Party B will give priority to meeting the needs of Party A within its own financial capacity. The specific credit line shall be determined according to the actual business needs of Party A and the relevant credit management system of Party B.
The above credit line granted by Party B to Party A does not constitute Party B’s obligation to issue in full according to the above credit line. Party A needs to apply for the credit line one by one and issue it after Party B completes its own business approval process.
2. Party B promises to provide Party A with preferential loan interest rate, which is not higher than the loan interest rate of the same grade obtained by Party A in other Chinese financial institutions in the same period, and the average interest rate of Party B providing loans of the same grade in the same period to third parties with the same credit level other than Party A.
3. Specific matters related to credit services shall be separately agreed by both parties.
(IV) other financial services
1. Party B will provide other financial services within Party B’s business scope to Party A according to Party A’s instructions and requirements. Before Party B provides other financial services to Party A, both parties need to negotiate and enter into an independent agreement.
2. The fees charged by Party B for providing other financial services must comply with the charging standards for such services stipulated by the people’s Bank of China or Bank Of China Limited(601988) Insurance Regulatory Commission, and will not be higher than the fees charged by major financial institutions in China for similar services and the average fees charged by Party B for providing services to other parties except Party A for similar businesses.
3. On the premise of abiding by this agreement, Party A and Party B shall further sign specific contracts / agreements on the provision of relevant specific financial services to agree on the specific rights and obligations of both parties.
(V) trading limit
In consideration of financial risk control and transaction rationality, Party A and Party B make the following restrictions on the financial service transaction between Party A and Party B, and Party B shall assist Party A in monitoring and implementing the following restrictions:
1. During the term of this agreement, the maximum daily deposit balance (including accrued interest) deposited by Party A (including the subsidiary controlled by Party A) to Party B on each day shall not exceed RMB [one billion] billion. If Party A’s deposit in Party B exceeds the maximum deposit limit due to settlement and other reasons, Party B shall transfer the amount resulting in the excess deposit to the bank account designated by Party A and its controlled subsidiaries within 3 working days.
2. During the term of this agreement, the total balance of comprehensive credit provided by Party B to Party A (including the subsidiaries controlled by Party A) shall not exceed RMB [one billion] billion, which is used for loans, bill acceptance and discount, guarantee and other forms of capital financing business. When Party B handles loans, bill acceptance and discount, guarantee and other forms of financing business to Party A’s subsidiaries, Party A shall ensure that Party A’s subsidiaries have been authorized by Party A. (VI) rights of Party A
1. Party A has the right to choose the service mode and service content provided by Party B.
2. Party A has the right to inspect and supervise Party B’s services.
3. If Party A suffers economic losses due to Party B’s fault or due to Party B’s reasons, Party A has the right to require Party B to compensate all economic losses according to law, and has the right to terminate the service or the service and terminate the agreement signed with Party B.
(VII) obligations of Party A
1. Party A shall actively cooperate with Party B in the investigation and review of credit business, and provide Party B with documents, information, data and materials related to the service content, and ensure their authenticity, accuracy and integrity. However, the provision of such information shall not violate the relevant requirements of information disclosure of listed companies.
2. Party A is obliged to pay the product price and service fee provided by Party B according to the supplementary agreement.
(VIII) rights of Party B
1. Party B has the right to require Party A to provide documents, information, data and materials related to the service content, but Party B’s requirements shall not violate the relevant requirements of information disclosure of listed companies.
2. Party B has the right to charge the product price and service fee according to the supplementary agreement.
(IX) obligations of Party B
1. Party B is obliged to provide Party A with high-quality and efficient financial services according to the service mode and service content selected by Party A, and design personalized service scheme for Party A according to the actual needs of Party A.
2. The services provided by Party B under this Agreement shall have been approved or licensed by relevant national and local industry authorities, and Party B’s business operation shall comply with national policies, relevant laws, regulations, regulatory provisions, internal rules and regulations and the provisions of the agreement reached with Party A. Party B promises to formulate Party B’s business rules and procedures and establish and improve Party B’s internal control system in accordance with the principle of prudent operation.
3. Party B has the obligation to cooperate with Party A’s inspection and supervision.
4. If Party A suffers economic losses due to Party B’s fault, Party B shall be liable for compensation according to law.
5. In case of any of the following circumstances, Party B shall timely notify Party A, assist Party A to perform the corresponding information disclosure obligations in accordance with the regulatory requirements, cooperate with Party A to implement the risk disposal plan formulated for such circumstances, and take measures to avoid the occurrence or expansion of losses:
(1) Party B violates Article 31, 32 or 33 of the measures for the administration of enterprise group financial companies;
(2) Any financial index of Party B does not meet the requirements specified in Article 34 of the measures for the administration of financial companies of enterprise groups;
(3) Party B 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;
(4) Major institutional changes, equity transactions or business risks that may affect the normal operation of Party B;
(5) The balance of Party A’s deposit with Party B accounts for more than 50% of the balance of deposit absorbed by Party B;
(6) The liabilities of Party B’s shareholders to Party B are overdue for 1 year
