Citic Securities Company Limited(600030)
About Bank Of Qingdao Co.Ltd(002948) 2022
Verification opinions on daily related party 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 administrative measures for securities issuance and listing recommendation business, the guidelines for 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 recommendation of listed companies of Shenzhen Stock Exchange, After careful verification, the verification opinions on the daily connected transactions in 2022 are as follows:
1、 Daily related party transactions in 2022
No. related party related party transactions at the end of the previous year in 2022
Estimated limit transaction balance
The credit business of Haier Group and its related parties is 3.620 billion yuan and 1.508 billion yuan
1. Non credit business: 8 million yuan
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The credit business of Intesa Sanpaolo Bank of Italy is 200 million yuan-
2. The non credit business of its related parties is 27.26 million yuan and 119642 million yuan
Credit business of Qingdao Guoxin development (Group) Co., Ltd. is RMB 2 billion and RMB 151 million
3. The non credit business of the liability company and its related parties is 60.63 million yuan and 525373 million yuan
The credit business of Qingdao Qingyin Financial Leasing Co., Ltd. is RMB 3.500 billion-
4. Non credit business: rmb4.7256 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 limit can be applied to the related party transactions between the company or its holding subsidiaries and its related parties, but does not constitute the credit commitment of the company 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 according to the company’s authorization scheme. The actual transaction scheme shall be subject to the written documents issued by the company’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 company 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 of related persons and related relationship
(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 company
The enterprises under Haier group hold more than 5% of the company’s shares in total and are the main shareholders of the company, which meets the related 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 company
Intesa Sanpaolo Bank of Italy holds more than 5% of the shares of the company and is the main shareholder of the company, which meets 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 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 company
The enterprises under Qingdao Guoxin development (Group) Co., Ltd. hold more than 5% of the company’s shares in total. They are the main shareholders of the company and meet the related party relationship stipulated in Article 7 of the measures for the administration of related party transactions of banking and insurance 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 company
Qingdao Qingyin Financial Leasing Co., Ltd. was initiated and established by the company. The company holds 51% of its equity. It is a holding subsidiary of the company and meets the related party relationship stipulated in Article 7 of the measures for the administration of related party 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 company
Qingyin Financial Management Co., Ltd. is a wholly-owned subsidiary of the company, which is wholly-owned by the company and meets the related 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 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
According to 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 and the management system of connected transactions of the company, the recognition standards of connected natural persons of the company are as follows:
1. Natural person, controlling shareholder, actual controller, persons acting in concert and ultimate beneficiaries of the company;
2. Natural persons who hold or control more than 5% of the company’s equity, or hold less than 5% but have a significant impact on the company’s operation and management; And the related parties, persons acting in concert and ultimate beneficiaries of the above natural person shareholders;
3. Directors and supervisors of the company, senior managers of the head office and important branches, and personnel with 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 company’s legal person, the actual controller, the person acting in concert and the ultimate beneficiary; Legal person or unincorporated organization holding or controlling more than 5% of the company’s equity, or holding less than 5% but having a significant impact on the company’s operation and management, and its 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 company; 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 and parents of children’s spouses: 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, natural persons who have the above situations in the past 12 months or in the next 12 months according to relevant agreements;
9. Other natural persons identified by China Banking and Insurance Regulatory Commission, China Securities Regulatory Commission and Shenzhen Stock Exchange as having special relationship with the company according to the principle of substance over form, which may lead to the preference of the company’s interests.
3、 Main content, purpose and impact of related party transactions on the company
The expected daily related party transactions of the company are mainly credit and non credit businesses within the normal business scope of the company, and the counterparties are high-quality customers and subsidiaries of the company. Review the nature of the business, pricing and other related parties of the company in accordance with the general principles of equity and related party policies, and conduct the business in a manner that does not meet the requirements of the market, such as the nature of the business and the term of the related party transactions, which does not affect the interests of the company as a whole, The company’s main business will not rely on related parties due to such transactions.
4、 Review procedure
The company held the 10th meeting of the 8th board of directors on March 23, 2022, deliberated and approved the proposal on the estimated amount of daily connected transactions in Bank Of Qingdao Co.Ltd(002948) 2022, and the connected directors avoided voting. The estimated amount of this connected transaction meets the deliberation standard of the general meeting of shareholders, so it needs to be submitted to the general meeting of shareholders for deliberation, and the connected shareholders need to avoid voting.
5、 Verification of recommendation institutions
The relevant recommendation representatives of the recommendation institution consult the information disclosure documents related to the company’s connected transactions, the company’s daily connected transactions last year, relevant resolutions of the board of directors, opinions of independent directors and various business and management rules and regulations through conversations with the company’s directors, supervisors, senior managers, financial personnel and other personnel,
