Citic Securities Company Limited(600030)
About Bank Of Qingdao Co.Ltd(002948) 2021
Verification opinions on the implementation of daily connected transactions
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “recommendation institution”) serves as the continuous supervision recommendation institution of Bank Of Qingdao Co.Ltd(002948) (hereinafter referred to as ” Bank Of Qingdao Co.Ltd(002948) ” or “company”). In accordance with the relevant provisions of the measures for the administration of securities issuance recommendation business, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, After careful verification, the verification opinions on the implementation of the company’s daily connected transactions in 2021 are as follows: I. control requirements for connected transactions
Bank Of Qingdao Co.Ltd(002948) the main control requirements for related party transactions are as follows:
1. The balance of credit granted to a related party shall not exceed 10% of the company’s net capital; The total credit balance to the group customers where an affiliated legal person or other organization is located shall not exceed 15% of the company’s net capital; The balance of credit granted to all related parties shall not exceed 50% of the company’s net capital. When calculating the credit balance, the amount of margin deposits, pledged bank certificates of deposit and treasury bonds provided by related parties during credit can be deducted.
2. Do not accept the company’s own equity as pledge to provide credit to related parties.
3. No unsecured loans shall be granted to related parties.
4. Do not provide guarantee for the financing behavior of related parties, except that related parties provide full counter guarantee with bank deposit certificates and national bonds.
5. In case of any loss in providing credit to related parties, no credit shall be provided to such related parties within two years, unless approved by the board of directors in order to reduce the loss of such credit.
6. After a related party transaction with a related party is rejected, the related party transaction with the same content shall not be considered within six months.
2、 Approval process of related party transactions
In accordance with Bank Of China Limited(601988) Insurance Regulatory Commission’s measures for the administration of connected transactions between commercial banks and insiders and shareholders and the Interim Measures for the administration of equity of commercial banks, and China Securities Regulatory Commission’s No. 26 rules for the preparation of information disclosure of companies offering securities to the public – special provisions on information disclosure of commercial banks Relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, the measures for the administration of Bank Of Qingdao Co.Ltd(002948) related party transactions and their implementation rules, Bank Of Qingdao Co.Ltd(002948) examine and approve related party transactions according to different standards. The specific standards and approval process are as follows:
(I) related party transactions within the criteria of CBRC
1. General connected transaction: refers to the transaction between the company and a related party whose single transaction amount accounts for less than 1% of the company’s net capital, and the transaction balance between the company and the related party accounts for less than 5% of the company’s net capital after the transaction. General connected transactions shall be approved in accordance with the internal authorization procedures of the company;
2. Major related party transactions: refers to transactions in which the amount of a single transaction between the company and a related party accounts for more than 1% of the company’s net capital, or the transaction balance between the company and a related party accounts for more than 5% of the company’s net capital after the transaction between the company and a related party. Major connected transactions shall be reviewed by the connected transaction control committee of the board of directors of the company and submitted to the board of directors for approval.
(II) connected transactions according to the standards of CSRC and Shenzhen Stock Exchange
1. Related party transactions that should be disclosed in time: in addition to the daily related party transactions within the expected limit, the related party transactions with legal person related parties with a transaction amount of more than 3 million yuan (inclusive) and accounting for more than 0.5% (inclusive) of the absolute value of the company’s latest audited net assets, and the related party transactions with related natural persons with a transaction amount of more than 300000 yuan (inclusive) do not meet the approval standard of higher limit, Examine and approve in accordance with the company’s internal authorization procedures and disclose them in time;
2. Related party transactions that should be submitted to the board of directors for consideration and timely disclosure: in addition to the daily related party transactions within the expected limit, related party transactions with a related legal person with a transaction amount of more than 30 million yuan (inclusive) and accounting for more than 1% (inclusive) of the absolute value of the company’s latest audited net assets. If it fails to meet the approval standard of higher quota, it shall be submitted to the board of directors for deliberation and disclosed in time;
3. Related party transactions that should be submitted to the general meeting of shareholders for deliberation and timely disclosure: in addition to the daily related party transactions within the expected limit, the related party transactions with a related party (except the company’s gift of cash assets and the provision of guarantees outside the company’s daily business scope) with an amount of more than 30 million yuan (inclusive) and accounting for more than 5% (inclusive) of the absolute value of the company’s latest audited net assets, As well as transactions that provide guarantees for related parties outside the company’s daily business scope, hire intermediaries qualified to engage in Securities and futures related businesses to evaluate or audit the subject matter of the transaction, and submit the transaction to the general meeting of shareholders for deliberation and timely disclosure. The transaction targets involved in the affiliated transactions related to the daily operation may not be audited or evaluated.
Where the company provides guarantees for related parties outside the company’s daily business scope, regardless of the amount, they shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
4. Other related party transactions: related party transactions between the company and related legal persons with a transaction amount of less than 3 million yuan (excluding), or accounting for less than 0.5% (excluding) of the absolute value of the company’s latest audited net assets, and related party transactions with a related natural person with a transaction amount of less than 300000 yuan (excluding), shall be approved in accordance with the internal authorization procedures of the company.
For a large number of daily connected transactions that occur every year, if it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation due to the need to frequently conclude new daily connected transaction agreements, the company can reasonably predict the total amount of daily connected transactions that may occur in the current year, and submit it to the board of directors or the general meeting of shareholders for deliberation and disclosure according to the estimated amount; For the daily connected transactions within the expected scope, the company does not need to repeat the approval and disclosure procedures of the board of directors and the general meeting of shareholders, but should disclose them in the annual report and semi annual report. If the amount of daily connected transactions exceeds the expected total amount in the actual implementation, the company shall resubmit it to the board of directors or the general meeting of shareholders for deliberation and disclosure according to the excess amount.
3、 Daily execution of related party transactions
In 2021, Bank Of Qingdao Co.Ltd(002948) and the related parties within the expected scope conducted daily related party transactions as follows:
No. is the content of related party related party transactions within the estimated amount at the end of last year
Within the scope of transaction balance
1. The credit business of Haier Group and its related parties is 1.508 billion yuan
Credit business of Intesa Sanpaolo Bank of Italy – yes
2. The non credit business of its related parties is RMB 119642 million
The credit business of Qingdao Guoxin development (Group) Co., Ltd. is RMB 151 million
3. The non credit business of the liability company and its related parties is 525373 million yuan
Credit business – yes
4 Qingdao Qingyin Financial Leasing Co., Ltd. non credit business 221560000 yuan is
5. The non credit business of Qingyin Financial Management Co., Ltd. is 2039327 million yuan
6. The credit business of connected natural persons is 223 million yuan
The subtotal of credit business is RMB 1.882 billion
The subtotal of non credit business is 2706498 million yuan
4、 Verification opinions of the recommendation institution
Citic Securities Company Limited(600030) checked the execution of the daily connected transactions of Bank Of Qingdao Co.Ltd(002948) 2021 by attending important meetings such as the general meeting of shareholders and the board of directors of the company as nonvoting delegates, conducting on-site inspection, consulting the data of the past connected transactions, and conducting interviews with the directors and supervisors of the company and relevant departments.
Upon verification, Citic Securities Company Limited(600030) believes that Bank Of Qingdao Co.Ltd(002948) has formulated clear related party transaction control requirements and related party transaction approval process. In 2021, Bank Of Qingdao Co.Ltd(002948) related party transactions met the control requirements of the above-mentioned related party transactions, and performed the corresponding approval procedures, in line with the relevant laws and regulations such as the measures for the administration of related party transactions between commercial banks and insiders and shareholders, the Interim Measures for the administration of equity of commercial banks, the rules for the compilation of information disclosure of companies offering securities to the public No. 26 – special provisions on information disclosure of commercial banks, the stock listing rules of Shenzhen Stock Exchange, etc The normative requirements of Bank Of Qingdao Co.Ltd(002948) articles of association, measures for the administration of Bank Of Qingdao Co.Ltd(002948) connected transactions and their implementation rules.
Citic Securities Company Limited(600030) has no objection to the implementation of related party transactions in Bank Of Qingdao Co.Ltd(002948) 2021.
(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) verification opinions on the implementation of Bank Of Qingdao Co.Ltd(002948) 2021 daily connected transactions)
Sponsor representative:
Wang Chen, song Jianhong
Citic Securities Company Limited(600030) March 23, 2022
