Securities code: Foshan Nationstar Optoelectronics Co.Ltd(002449) securities abbreviation: Foshan Nationstar Optoelectronics Co.Ltd(002449) Announcement No.: 2022017 Foshan Nationstar Optoelectronics Co.Ltd(002449)
About Guangdong Guangsheng Finance Co., Ltd
Announcement on renewal of financial services agreement
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. In order to meet the business development needs of Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as "the company") and improve the income of fund management, the company plans to renew the financial service agreement with Guangdong Guangsheng Finance Co., Ltd. (hereinafter referred to as "Guangsheng finance company"). The main contents of the agreement are as follows: Guangsheng finance company shall provide the company with deposits, settlement, credit and other financial services approved by Bank Of China Limited(601988) Industry Regulatory Commission within the validity of the agreement. During the validity of the agreement, the maximum daily deposit balance of the company in Guangsheng finance company shall not exceed RMB 900 million; The annual comprehensive credit line provided by Guangsheng finance company for the company shall not exceed RMB 1 billion. 2. The company held the 17th meeting of the 5th board of directors on March 22, 2022, and adopted the proposal on renewing the financial service agreement with Guangdong Guangsheng Finance Co., Ltd. with 6 affirmative votes, 0 negative votes and 0 abstention. The related directors Mr. Li Jinkun, Mr. Cheng Ke and Mr. Chen Zhao avoided voting, and the independent directors expressed their prior approval opinions and independent opinions on the related party transaction. The 14th meeting of the 5th board of supervisors was held on March 22, 2022. The proposal on renewing the financial service agreement with Guangdong Guangsheng Finance Co., Ltd. was considered and adopted by 3 votes in favor, 0 votes against and 0 abstentions.
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments, but it needs to be submitted to the general meeting of shareholders of the company for deliberation. The related shareholders will avoid voting on the proposal at the general meeting of shareholders. After being deliberated and approved by the general meeting of shareholders, the board of directors of the company authorizes the chairman of the board of directors to handle matters related to the above matters, including but not limited to signing relevant legal documents.
2、 Related person introduction and relationship
1. Basic information of related parties
Name: Guangdong Guangsheng Finance Co., Ltd
Type: other limited liability companies
Address: 52 / F, Guangsheng international building, No. 17, Zhujiang West Road, Tianhe District, Guangzhou, Guangdong
Legal representative: he Shaobing
Major shareholders: Guangdong Guangsheng Holding Group Co., Ltd. Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) , Foshan Nationstar Optoelectronics Co.Ltd(002449)
Actual controller: Guangdong Guangsheng Holding Group Co., Ltd
Registered capital: 109922 million yuan
Date of establishment: June 17, 2015
Financial license institution code: l0216h244010001
Unified social credit Code: 9144 Digital China Group Co.Ltd(000034) 5448548l
Business scope: handle financial and financing consulting, credit assurance and related consulting and agency business for member units; Assist and member units to realize the receipt and payment of transaction funds; Approved insurance agency business; Provide guarantee to member units; Handle entrusted loans between member units; Handle bill acceptance and discount for member companies; Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; Absorbing deposits from member units; Handle loans and financial leases for member units; Engage in interbank lending Bank Of China Limited(601988) other businesses approved by the Industry Regulatory Commission.
2. Financial amount: 10000 yuan
December 31, 2020 (audited) December 31, 2021 (Unaudited)
Total assets 8490675978137809
Total liabilities 7277511564146313
Net assets 1213164413991496
2020 (audited) 2021 (Unaudited)
Operating income 16058671862695
Total profit 312038747491
Net profit 232387559852
3. Relationship with listed companies: Guangsheng Finance Co., Ltd. is the holding subsidiary of Guangdong Guangsheng Holding Group Co., Ltd. (hereinafter referred to as "Guangsheng group"), the actual controller of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the signing and performance of this Agreement constitutes a connected transaction.
4. Analysis of performance capability: the above related parties continue to operate according to law, have good production and operation conditions and financial conditions, and the related transactions are expected to perform normally.
5. Whether it is a dishonest executee: after inquiry, Guangsheng finance company is not a dishonest executee.
3、 Subject matter of related party transactions
According to the agreement, within the term of validity of the agreement, Guangsheng finance company provides the company with deposits, settlement, credit and other financial services approved by Bank Of China Limited(601988) Insurance Regulatory Commission. During the validity of the agreement, the maximum daily deposit balance of the company in Guangsheng finance company shall not exceed RMB 900 million; Guangsheng finance company provides the company with an annual comprehensive credit line of no more than RMB 1 billion.
4、 Pricing policy and basis of related party transactions
Deposit service: the deposit interest rate of the deposit service provided by Guangsheng finance company for the company shall be priced with reference to the RMB deposit interest rate and combined with the market situation, and shall not be less than the deposit income of similar deposits of major commercial banks in China in the same period available to the company.
Settlement services: Guangsheng finance company provides settlement services for the company, and the settlement fees charged according to regulations shall not be higher than the standard of similar services provided by Chinese financial institutions available to the company.
Credit service: Guangsheng finance company promises to provide preferential loan interest rates and rates for loans, bill acceptance, bill discount and other credit businesses provided by the company, which shall not be higher than the loan interest rates and rates of the same grade obtained by the company in other financial institutions in China in the same period.
Other financial services: the fees charged by Guangsheng finance company 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.
5、 Main contents of the agreement
Party A: Foshan Nationstar Optoelectronics Co.Ltd(002449)
Party B: Guangdong Guangsheng Finance Co., Ltd
（1） Cooperative principle
1. Party A and Party B regard each other as important partners, and both parties agree to carry out financial business cooperation. Party B provides relevant financial services to Party A within the business scope approved according to law and in accordance with this agreement.
2. The cooperation between Party A and Party B is non exclusive. Party A has the right to choose the financial services provided by other financial institutions. Under the same conditions, Party A may give priority to the financial services provided by Party B.
3. Party A and Party B shall cooperate and perform this agreement in accordance with the principles of legal compliance, equality, voluntariness, mutual benefit, common development and win-win.
(II) service content
Party B shall provide the following financial services to Party A according to law within the business scope approved by Bank Of China Limited(601988) Insurance Regulatory Commission:
1. 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 the deposit service provided by Party B for Party A shall not be lower than the deposit interest rate of similar deposits of major commercial banks in China available to Party A in the same period;
(3) Party B shall ensure the safety of Party A's deposit. When Party A withdraws the deposit, it shall operate in accordance with the requirements of Party B's procedures.
2. Settlement service
(1) Party B provides Party A with payment services, collection services and other auxiliary services related to settlement business;
(2) The settlement fee charged by Party B for providing the above settlement services to Party A shall not be higher than the standard of similar services provided by Chinese financial institutions available to Party A.
3. Credit services
(1) On the premise of complying with relevant national laws and regulations, 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, bill discount, guarantee and other forms of financial communication business;
(2) Party B promises to provide preferential loan interest rates and rates for loans, bill acceptance, bill discount and other credit businesses provided by Party A, which shall not be higher than the loan interest rates and rates of the same grade obtained by Party A in other financial institutions in China in the same period;
(3) Specific matters related to credit services shall be separately agreed by both parties.
4. Other financial services
(1) Party B will provide other financial services within its business scope to Party A according to the instructions and requirements of Party A. before Party B provides other financial services to Party A, both parties need to negotiate and enter into an independent agreement if necessary; (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.
Transaction limit in consideration of financial risk control and transaction rationality, Party A shall make the following restrictions on the financial service transactions between Party A and Party B, and Party A shall assist Party B in monitoring and implementing the following restrictions:
① Deposit service: during the term of this agreement, the maximum daily deposit balance of Party A with Party B shall not exceed RMB 900 million;
② Settlement service: during the term of this agreement, Party B shall charge Party A for the settlement service provided by Party B according to relevant regulations;
③ Credit service: during the term of this agreement, Party A intends to apply to Party B for an annual comprehensive credit line of no more than RMB 1 billion.
(III) effective conditions, effective time and term of the agreement
This Agreement shall come into force after relevant legal procedures and signed by both parties, and shall be valid for 1 year.
6、 Purpose of the transaction and its impact on the company
1. Since the signing of the contract, the company has generally cooperated well with Guangsheng finance company, and the idle funds have obtained more favorable income than the same products of other financial institutions, which also provides a better way for the company to continuously improve the income of idle funds.
2. The non bank financial business of Guangsheng finance company belongs to a part of the national financial system and is strictly supervised by the national financial regulatory department. The financial service agreement signed between the company and Guangsheng finance company stipulates that the pricing of various financial services provided by Guangsheng finance company to the company shall follow: where the people's Bank of China or Bank Of China Limited(601988) Insurance Regulatory Commission has similar financial service charging standards, it shall comply with relevant regulations, and under the same conditions, it shall not be higher than the fees charged by major commercial banks in China for similar financial services in the same period.
3. When Guangsheng finance company handles deposit, settlement, financing and other financial services for the company, both parties follow the principles of equality and voluntariness, complementary advantages, mutual benefit and win-win cooperation. The implementation of this connected transaction is conducive to meeting the needs of the company's business development, optimizing the company's financial management, improving the income of fund management, broadening the scope of financial cooperation institutions, and providing financial support for the sustainable and sound development of the company. It will not damage the interests of the company and minority shareholders, and will not affect the independence of the company.
7、 The total amount of various related party transactions with related parties from the beginning of this year to the disclosure date
From the beginning of this year to the disclosure date, according to the limit agreed in the financial service agreement originally signed between the company and Guangsheng finance company, the company carried out deposit business in Guangsheng finance company. As of March 23, 2022, the company's deposit balance in Guangsheng finance company was 3858798 million yuan (current deposit of 758798 million yuan and time deposit of 310 million yuan).
8、 Relevant review comments
(I) opinions of independent directors
1. Prior approval opinion
The company and Guangsheng Finance Co., Ltd. renew the financial service agreement and carry out financial service business, which complies with the provisions of the company law and other laws and regulations and the articles of association, follows the principles of fairness, impartiality and openness, and will not adversely affect the independence of the company. We agree to submit the proposal on renewing the financial service agreement with Guangdong Guangsheng Finance Co., Ltd. to the 17th meeting of the Fifth Board of directors for deliberation, Related directors need to avoid voting on this proposal.
2. Independent opinion
This connected transaction is conducive to optimizing the company's financial management, improving the efficiency of the company's capital use, and reducing financing costs and financing risks. The related party transactions between the company and related parties are legal and effective, follow the principle of equality and voluntariness, ensure fair pricing, do not harm the interests of the company and shareholders, and will not affect the independence of the company.
This related party transaction has been approved by us in advance before being submitted to the board of directors for deliberation. When voting on this proposal, the related directors avoided voting. The deliberation procedures comply with the provisions of relevant laws and regulations and the articles of association of the company, and there is no damage to the rights and interests of the company and minority shareholders. We agree that the company and Guangdong Guangsheng Finance Co., Ltd. renew the financial service agreement, And submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) opinions of the board of supervisors
After review, the board of supervisors believes that the company has renewed the financial service agreement with Guangdong Guangsheng Finance Co., Ltd. and carried out financial service business, following the principle of equality and voluntariness. The pricing of this agreement is fair, which helps to improve the company's fund management income and further expand the company's financing channels
