Securities code: Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) securities abbreviation: Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) Announcement No.: 2022008 Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987)
About the financial leasing business of Yuexiu leasing, a holding subsidiary
And related party transactions
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.
Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) (hereinafter referred to as “the company”) held the 33rd meeting of the 9th board of directors and the 15th meeting of the 9th board of supervisors on March 23, 2022, deliberated and adopted the proposal on financial leasing business and related party transactions of Yuexiu leasing, a holding subsidiary. Due to the needs of daily business development, It is agreed that Guangzhou Yuexiu Financial Leasing Co., Ltd. (hereinafter referred to as “Yuexiu leasing”), the holding subsidiary of the company, and Guangzhou high tech Zone Modern Energy Group Co., Ltd. (hereinafter referred to as “modern energy group”) and / or its holding subsidiary of the company carry out financial leasing business and sign a business cooperation agreement. Zhu Xiaowen, the related director, evades the deliberation and voting of this proposal. The company hereby announces the relevant information as follows:
1、 Overview of related party transactions
(I) due to the needs of daily business development, Yuexiu leasing plans to carry out after-sale leaseback financial leasing business with modern energy group and / or its holding subsidiaries, with an estimated lease principal of 300 million yuan. The lease term is 5 years from the actual lease date, and prepayment is allowed. The initial annual rent interest rate is consistent with the market quotation rate of the corresponding term loan issued by the national interbank lending center on February 21, 2022, i.e. 4.6%. During the lease term, the rent is calculated using the floating annual rent interest rate, which will be adjusted in the same direction every year from the year following the actual lease date. The adjustment date is the first rent payment date of the year when the annual rent rate is adjusted. The annual rent rate shall be recalculated based on the market quotation rate of the corresponding term loan published by the national interbank lending center in the previous month of the adjustment date. The business collects rent in the form of quarterly and equal principal.
This business authorization shall be valid for one year from the date of deliberation and approval by the board of directors of the company.
(II) Hyundai energy group is the controlling shareholder and person acting in concert of the shareholder Guangzhou Hengyun Enterprises Holdings Ltd(000531) (hereinafter referred to as “Guangzhou Hengyun”) holding more than 5% of the company’s shares. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as “listing rules”), Hyundai energy group is an affiliated party of the company, and this event constitutes a connected transaction.
(III) the amount of this connected transaction exceeds 0.5% of the company’s latest audited net assets attributable to the parent company. According to the articles of association, connected transaction management system and other relevant provisions, this matter is within the decision-making authority of the board of directors of the company.
The company held the 33rd meeting of the 9th board of directors on March 23, 2022, which deliberated and passed the proposal on the holding subsidiary Yuexiu leasing to carry out financial leasing business and related party transactions. Zhu Xiaowen, a related director, avoided voting, and 10 non related Directors voted unanimously to pass the proposal. The independent directors have expressed their prior approval opinions and clearly agreed independent opinions on this matter.
The proposal was deliberated and adopted at the 15th meeting of the 9th board of supervisors held on the same day.
(IV) this connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, nor does it require the approval of relevant departments.
(V) the financial leasing business cooperation agreement will be signed in batches according to the actual business needs after all parties fulfill the approval procedures.
2、 Basic information of related parties
Company name: Guangzhou high tech Zone Modern Energy Group Co., Ltd
Registered capital: 2 million yuan
Date of establishment: November 20, 2018
Registered address: room 5m01, No. 235, Kaifa Avenue, Guangzhou Economic and Technological Development Zone ownership structure: Guangzhou Development Zone Holding Group Co., Ltd. holds 65.98%, Guangzhou high tech Zone Investment Group Co., Ltd. holds 34.02%, and the actual controller is the Management Committee of Guangzhou Economic and Technological Development Zone.
Description of related relationship: modern energy group is the controlling shareholder and person acting in concert of Guangzhou Hengyun, the shareholder holding more than 5% of the company’s shares. According to the relevant provisions of the listing rules, modern energy group is the related party of the company.
As of December 31, 2020, the audited consolidated financial data of modern energy group are as follows: total assets of 129483 million yuan and net assets of 115009 million yuan; In 2020, the total operating income will be 219.5 million yuan and the net profit will be 2.75 million yuan. As of September 30, 2021, the unaudited consolidated financial data of modern energy group are as follows: total assets of 1408.7 million yuan and net assets of 12140945 million yuan; From January to September in 2021, the operating revenue was 42.15 million yuan and the net profit was – 35.13 million yuan.
Upon inquiry, Hyundai energy group is not the person to be executed for dishonesty.
3、 Basic information of transaction object
Yuexiu leasing plans to carry out financial leasing business with modern energy group and / or its holding subsidiaries, with an estimated lease principal of 300 million yuan. The lease term is 5 years from the actual lease date, and prepayment is allowed.
The initial annual rent interest rate is consistent with the market quotation rate of the corresponding term loan issued by the national interbank lending center on February 21, 2022, i.e. 4.6%. During the lease term, the rent is calculated using the floating annual rent interest rate, which will be adjusted in the same direction every year from the year following the actual lease date. The adjustment date is the first rent payment date of the year when the annual rent rate is adjusted. The annual rent rate shall be recalculated based on the market quotation rate of the corresponding term loan published by the national interbank lending center in the previous month of the adjustment date. The business collects rent in the form of quarterly and equal principal.
4、 Pricing policy and basis of transaction
Yuexiu leasing will provide financial leasing services to modern energy group and / or its holding subsidiaries, negotiate in accordance with the general commercial terms for daily business, and determine the interest by combining the expected cost, service life, total capital and the market price of the same or similar services provided by independent third-party peer institutions in the same period. The pricing of related party transactions follows the market-oriented principle, is fair, reasonable and fair, complies with the provisions of relevant laws and regulations, does not damage the legitimate rights and interests of the company and all non related shareholders, especially small and medium-sized shareholders, and will not affect the business independence of the company.
5、 Main contents of the transaction agreement
(I) agreement subject
The lessee is Hyundai energy group and / or its holding subsidiary, and the lessor is Yuexiu leasing. (II) leased property
Assets under the lessee’s name, such as distribution network facilities and equipment, pipe trench facilities, energy storage power station facilities, etc.
(III) lease principal
It is estimated that 300 million yuan, and the actual loan amount shall not exceed the value of the lease item (the value of the lease item shall be recognized by 95% of the assessed value).
(IV) lease method
Sale and leaseback means that the lessee sells its own lease item to Yuexiu leasing for financing, then leases the lease item back for use, and regularly repays the rent and other payables to Yuexiu leasing.
(V) rent payment method and annual interest rate
The initial annual rent interest rate is consistent with the market quotation rate of the corresponding term loan issued by the national interbank lending center on February 21, 2022, i.e. 4.6%. During the lease term, the rent is calculated using the floating annual rent interest rate, which will be adjusted in the same direction every year from the year following the actual lease date. The adjustment date is the first rent payment date of the year when the annual rent rate is adjusted. The annual rent rate shall be recalculated based on the market quotation rate of the corresponding term loan published by the national interbank lending center in the previous month of the adjustment date. The business collects rent in the form of quarterly and equal principal.
(VI) lease term
The lease term is 5 years from the actual lease date, and prepayment is allowed.
The financial leasing business cooperation agreement will be signed in batches according to the actual business needs after all parties fulfill the approval procedures.
6、 Purpose, risks and impact of related party transactions on the company
This connected transaction is necessary for Yuexiu leasing to carry out its daily business. The business model is legal and compliant, and follows the principles of fairness, impartiality and marketization. The pricing is fair and reasonable, and the business risk is controllable. There is no damage to the interests of the company and all non connected shareholders, especially small and medium-sized shareholders. It is expected that this transaction will have no significant impact on the current and future financial situation of the company.
7、 Accumulated various related party transactions with Guangzhou Hengyun and its persons acting in concert
From January 1, 2022 to March 22, 2022, the company had no related party transactions with Guangzhou Hengyun and its persons acting in concert.
8、 Prior approval and independent opinions of independent directors
(I) prior approval opinions of independent directors
This connected transaction belongs to the daily business carried out by Yuexiu leasing. The setting of factors such as annual rent interest rate is fair and reasonable. The relevant arrangements comply with the relevant provisions of laws, regulations and normative documents. There is no situation that damages the interests of the company and all non connected shareholders, especially small and medium-sized shareholders. We agree to submit this related party transaction to the 33rd meeting of the ninth board of directors for deliberation, and remind the board of directors that related directors should avoid voting when deliberating this matter.
(II) independent opinions expressed by independent directors
The financial leasing business carried out by Yuexiu leasing with modern energy group and / or its holding subsidiaries follows the principles of fairness, impartiality and marketization. The setting of factors such as annual rent interest rate is fair and reasonable, and there is no damage to the interests of the company and all non affiliated shareholders, especially small and medium-sized shareholders. The company has submitted this proposal and relevant materials to us for review in advance. When the board of directors of the company deliberated this matter, the related directors avoided voting. The voting procedure is legal and effective, in line with the relevant provisions of laws and regulations and the articles of association of the company. We agree to this proposal.
9、 Documents for future reference
(I) resolutions of the 33rd meeting of the ninth board of directors of the company;
(II) resolutions of the 15th meeting of the ninth board of supervisors of the company;
(III) prior approval opinions of independent directors on relevant matters of the 33rd meeting of the ninth board of directors of the company;
(IV) independent opinions of independent directors on relevant matters of the 33rd meeting of the ninth board of directors of the company;
(V) other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) board of directors March 23, 2022
