Securities code: Bank Of Qingdao Co.Ltd(002948) securities abbreviation: Bank Of Qingdao Co.Ltd(002948) Announcement No.: 2022017
Bank Of Qingdao Co.Ltd(002948)
Expected announcement of daily connected transactions in 2022
The bank and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Special tips:
Bank Of Qingdao Co.Ltd(002948) (hereinafter referred to as “the bank”) and the credit and non credit related party transactions between the bank’s holding subsidiaries and the bank’s related parties are mainly routine businesses within the normal business scope, and the business needs of the related parties depend on their own business development. Therefore, the estimation of this related party transaction is uncertain.
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
The expected daily related party transactions refer to the transfer of resources or obligations between the bank or its holding subsidiaries and its related parties, mainly including credit businesses such as loans, interbank loans and bond investment, as well as non credit businesses such as consignment of financial products and management of financial products.
The bank held the 10th meeting of the 8th board of directors on March 23, 2022, which deliberated and adopted the proposal on the estimated amount of daily connected transactions in Bank Of Qingdao Co.Ltd(002948) 2022, including Zhou Yunjie and Tan Lixia, affiliated directors of Haier Group, Rosario strano and Marco mussita, affiliated directors of Intesa Sanpaolo, Italy, Deng Youcheng, affiliated directors of Qingdao Guoxin development (Group) Co., Ltd Liu Peng, an associate director of Qingyin Financial Management Co., Ltd., avoided voting. The estimated amount of this related party transaction meets the review standard of the general meeting of shareholders, so it needs to be submitted to the general meeting of shareholders for review. The related shareholders are Qingdao Haier Industrial Development Co., Ltd., Qingdao Haier air conditioning Electronics Co., Ltd. Haier Smart Home Co.Ltd(600690) , Qingdao Haier mould Co., Ltd., Qingdao Haier tooling development Co., Ltd., Qingdao manico Intelligent Technology Co., Ltd., Qingdao Haier air conditioner Co., Ltd., Qingdao Haier special electric freezer Co., Ltd Intesa Sanpaolo Bank of Italy, Qingdao Guoxin Industrial Co., Ltd., Haitian (Hong Kong) Holding Co., Ltd. and Qingdao Guoxin Capital Investment Co., Ltd. need to avoid voting.
No. related party related party transactions at the end of the previous year in 2022
Estimated limit transaction balance
The credit business is RMB 3.62 billion and RMB 1.508 billion
1 Haier Group and its related parties
Non credit business: 8 million yuan-
The credit business of Intesa Sanpaolo Bank of Italy is 200 million yuan-
2 and its related parties
Non credit business: 27.26 million yuan, 119642 million yuan
Credit business of Qingdao Guoxin development (Group) Co., Ltd. is RMB 2 billion and RMB 151 million
3. Liability company and its related parties
Non credit business is 60.63 million yuan and 525373 million yuan
Credit business of RMB 3.5 billion-
Qingdao Qingyin Finance Leasing Co., Ltd
Non credit business is RMB 4.7256 million and RMB 2.21 million 560000 yuan
5. Non credit business of Qingyin Financial Management Co., Ltd. is 320 million yuan and 2039327 million yuan
6. Related natural person credit business: RMB 318 million and RMB 223 million
Subtotal of credit business: 9.638 billion yuan, 1.882 billion yuan
Subtotal of non credit business: 4206156 million yuan, 2706498 million yuan
Note:
1. The above estimated line can be applied to the connected transactions between the bank or its holding subsidiaries and its related parties, but does not constitute the credit commitment of the bank or its holding subsidiaries to customers. It is expected that when the related party transactions within the limit actually occur, the business risk approval and related party transaction approval will be implemented in accordance with the bank’s authorization scheme, and the pricing of related party transactions will be carried out in accordance with commercial principles and on conditions no better than those for similar transactions of non related parties. The actual transaction scheme shall be subject to the written documents issued by the bank’s authorized approval authority.
2. If the amount of connected transactions listed in the above table is within the approval authority of the board of directors, it shall take effect from the date of approval by the board of directors; Those beyond the authority of the board of directors shall take effect from the date of deliberation and approval by the general meeting of shareholders of the current year. The limit of connected transactions listed in the above table shall be valid until the date when the new estimated limit of daily connected transactions is considered and approved by the general meeting of shareholders of the bank next year.
3. At the end of the reporting period, the balance of credit business of Haier Group and its related parties was 1.508 billion yuan, including 150 million yuan of credit business carried out by Qingdao Qingyin Financial Leasing Co., Ltd. and related parties of Haier Group.
2、 Introduction to related parties and related relationships
(I) Haier Group
1. Basic information
Zhou Yunjie, the legal representative of Haier Group, has a registered capital of 311.18 million yuan. Mainly engaged in technology development, technical consultation, technology transfer and technical services; Data processing; Engaged in digital technology, intelligent technology and software technology Siasun Robot&Automation Co.Ltd(300024) and automation equipment product R & D, sales and after-sales service; Logistics information service; Research, development and sales of smart home products and solutions system software technology; Siasun Robot&Automation Co.Ltd(300024) manufacturing of household appliances, electronic products, communication equipment, electronic computers and accessories, general machinery, kitchen utensils and industrial use; Economic and technical consultation; R & D and transfer of technical achievements.
The residence is located in Haier Road (in Haier Industrial Park) of Qingdao high tech Industrial Park, Shandong Province. By the end of 2020, the total assets were 352759 billion yuan and the net assets were 97.133 billion yuan. During the year, the income was 230272 billion yuan and the net profit was 11.47 billion yuan.
2. Relationship with the bank
Enterprises under Haier group hold more than 5% of the bank’s shares in total, are the main shareholders of the bank, and meet the connected relationship stipulated in Article 7 of the measures for the administration of connected transactions of banking and insurance institutions.
3. Performance capability analysis
The above-mentioned related parties have strong business strength, sustained growth in their main businesses and performance, and have good performance ability. The related party does not belong to the dishonest executee.
(II) Intesa Sanpaolo Bank of Italy
1. Basic information
Gianmaria gros-pietro, the legal representative of Intesa Sanpaolo Bank of Italy, has a registered capital of 10.084 billion euros. Mainly engaged in commercial banking business. Intesa Sanpaolo Bank of Italy is a listed company without controlling shareholders and actual controllers. The residence is located in Piazza San Carlo, 15610121 Torino. At the end of 2021, the total assets were 1069003 billion euros and the net assets were 63.775 billion euros. During the year, the main business income was 20.918 billion euros and the net profit was 4.185 billion euros.
2. Relationship with the bank
Intesa Sanpaolo Bank of Italy holds more than 5% of the shares of the bank and is the main shareholder of the bank, which meets the connected relationship stipulated in Article 7 of the measures for the administration of connected transactions of Bancassurance institutions.
3. Performance capability analysis
The above-mentioned related parties are large multinational banks headquartered in Italy, which have strong business strength in retail banking, corporate banking, wealth management and other fields, good main financial indicators and good performance ability. The related party does not belong to the dishonest executee.
(III) Qingdao Guoxin development (Group) Co., Ltd
1. Basic information
The legal representative of Qingdao Guoxin development (Group) Co., Ltd. is Wang Jianhui, with a registered capital of 3 billion yuan. It is mainly engaged in the investment, construction and operation of major urban and rural infrastructure projects and major government public welfare projects, as well as the operation of real estate, tourism, land development and other service industries and non bank financial services. The controlling shareholder and actual controller of Qingdao Guoxin development (Group) Co., Ltd. are the state owned assets supervision and Administration Commission of Qingdao Municipal People’s government. The domicile is located in T1 office building of Haitian center, No. 48, Hong Kong West Road, Shinan District, Qingdao, Shandong Province. At the end of September 2021, the total assets were 106369 billion yuan and the net assets were 39.517 billion yuan. In the first nine months of the year, the total operating income was 5.566 billion yuan and the net profit was 806 million yuan.
2. Relationship with the bank
Enterprises under Qingdao Guoxin development (Group) Co., Ltd. hold more than 5% of the bank’s shares in total, are the main shareholders of the bank, and comply with the related party relationship stipulated in Article 7 of the measures for the administration of connected transactions of Bancassurance institutions.
3. Performance capability analysis
The above related parties are high-quality large-scale state-owned enterprise customers engaged in state-owned capital investment and operation, with good main financial indicators, stable business operation in various fields and good performance ability. The related party does not belong to the dishonest executee.
(IV) Qingdao Qingyin Financial Leasing Co., Ltd
1. Basic information
The legal representative of Qingdao Qingyin Financial Leasing Co., Ltd. is Jiang Fuxin, with a registered capital of 1 billion yuan. It is mainly engaged in financial leasing business, transfer and transfer of financial leasing assets, fixed income securities investment business, accepting the lease deposit of the lessee, absorbing fixed-term deposits of non bank shareholders for more than 3 months, interbank borrowing, borrowing from financial institutions, overseas borrowing, sale and disposal of leased goods, economic consulting, etc. At the end of 2021, the total assets were 12.313 billion yuan and the net assets were 1.413 billion yuan. During the year, the main business income was 343 million yuan and the net profit was 144 million yuan. 2. Relationship with the bank
Qingdao Qingyin Financial Leasing Co., Ltd. was initiated and established by the bank. The bank holds 51% of its equity. It is a holding subsidiary of the bank and complies with the related party relationship stipulated in Article 7 of the measures for the administration of connected transactions of banking and insurance institutions.
3. Performance capability analysis
The above related parties have solid risk control, stable operation, continuous improvement of operating capacity and profitability, good main financial indicators and good performance ability. The related party does not belong to the dishonest executee.
(V) Qingyin Financial Management Co., Ltd
1. Basic information
Liu Peng, the legal representative of Qingyin Wealth Management Co., Ltd., with a registered capital of 1 billion yuan, mainly publicly issues wealth management products to the unspecified public and privately issues wealth management products to qualified investors, invests and manages the entrusted investor’s property, and provides wealth management consulting and consulting services. At the end of 2021, the total assets were 1.609 billion yuan and the net assets were 1.41 billion yuan. During the year, the main business income was 616 million yuan and the net profit was 408 million yuan.
2. Relationship with the bank
Qingyin Wealth Management Co., Ltd., a wholly-owned subsidiary of the bank, was initiated and established by the bank, which meets the related relationship stipulated in Article 7 of the measures for the administration of connected transactions of bank and insurance institutions.
3. Performance capability analysis
The above-mentioned related parties are the first financial management subsidiary of urban commercial banks in northern China and the sixth approved in China. Adhering to the business philosophy of “establishing a company in compliance, managing a company professionally, prospering a company through innovation and strengthening a company through science and technology”, they have been in stable operation and have good performance ability since their opening. The related party does not belong to the dishonest executee.
(VI) connected natural persons
In accordance with the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange, the measures for the administration of connected transactions of banking and insurance institutions, the Interim Measures for the administration of equity of commercial banks and other laws and regulations, as well as the management system of connected transactions of this bank, the recognition standards of connected natural persons of this bank are as follows:
1. Natural person controlling shareholders, actual controllers, persons acting in concert and ultimate beneficiaries of the bank;
2. Natural persons who hold or control more than 5% of the equity of the bank, or hold less than 5% but have a significant impact on the operation and management of the bank; And the related parties, persons acting in concert and ultimate beneficiaries of the above natural person shareholders;
3. Directors, supervisors, senior managers of the head office and important branches of the bank, as well as personnel with the approval or decision-making power of core businesses such as large-scale credit extension and asset transfer;
4. Spouses, parents, adult children, brothers and sisters of related parties listed in Items 1 to 3;
5. Directors, supervisors and senior managers of the following affiliated legal persons or unincorporated organizations: the controlling shareholder of the bank’s legal person, the actual controller, the person acting in concert and the ultimate beneficiary; Legal persons or unincorporated organizations holding or controlling more than 5% of the equity of the bank, or holding less than 5% but having a significant impact on the operation and management of the bank, and their controlling shareholders, actual controllers, persons acting in concert and ultimate beneficiaries;
6. Directors, supervisors and senior managers of legal persons or other organizations that directly or indirectly control the bank; 7. Close family members of the following related parties, including spouses, parents, children over the age of 18 and their spouses, brothers and sisters and their spouses, parents of spouses, brothers and sisters, parents of children’s spouses, and natural persons who directly or indirectly hold more than 5% of the shares of the listed company; Directors, supervisors and senior managers of listed companies;
8. According to relevant regulations, the above situation exists in the past 12 months or in the next 12 months according to relevant agreements
