Securities code: Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) securities abbreviation: Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) Announcement No.: 2022007 Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987)
Announcement on the holding subsidiary Yuexiu leasing plans to invest abroad to establish a financial leasing 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 the establishment of financial leasing subsidiaries and related party transactions with the contribution of holding subsidiaries, It is proposed that Guangzhou Yuexiu Financial Leasing Co., Ltd. (hereinafter referred to as "Yuexiu leasing"), the holding subsidiary of the company, and chengtuo Co., Ltd., the related party of the company, jointly invest in the establishment of a financial leasing subsidiary, and the related directors Wang Shuhui, Yang Xiaomin, Li Feng and he Yuping avoid the deliberation and voting of this proposal. This proposal still needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation. At that time, Guangzhou Yuexiu Group Co., Ltd. (hereinafter referred to as "Yuexiu group"), Guangzhou Yuexiu Enterprise Group Co., Ltd. (hereinafter referred to as "Guangzhou Yueqi"), Wang Shuhui and other related shareholders will avoid the deliberation and voting of this proposal. The company hereby announces the relevant information as follows:
1、 Overview of foreign investment and related party transactions
(I) in recent years, the business investment scale of Yuexiu leasing has been increasing and the regional coverage is wide. At present, Yuexiu leasing has set up branches such as Shanghai subsidiary, Hangzhou branch and Beijing branch to carry out business in the fields of green leasing and Pratt & Whitney leasing. In order to promote the deep cultivation and professional upgrading of financial leasing business, enhance the momentum of business development, and improve the ability to develop green finance, serve people's livelihood projects and serve the real economy, the company plans to agree that Yuexiu leasing and chengtuo Co., Ltd. will jointly invest 800 million yuan (or equivalent Hong Kong dollars) to establish a financial leasing subsidiary in Jiangsu Province. Among them, Yuexiu leasing contributed 520 million yuan (or equivalent Hong Kong dollars), with a shareholding ratio of 65%; Chengtuo Co., Ltd. invested 280 million yuan (or equivalent Hong Kong dollars), with a shareholding ratio of 35%. Both parties make capital contributions in the form of their own cash. The newly established subsidiary is proposed to be registered as a permanent limited liability company, which is controlled and consolidated by Yuexiu leasing. (II) chengtuo Co., Ltd. is the holding subsidiary of Yuexiu group, the controlling shareholder of the company. According to the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules") and other relevant provisions, chengtuo Co., Ltd. is the related party of the company. This Yuexiu leasing plan to jointly invest and establish a financial leasing subsidiary with chengtuo Co., Ltd. to form a related party transaction.
(III) in addition to the annual authorization of daily related party transactions, joint investment with related parties, borrowing funds from related parties and other matters that have been deliberated and approved by the general meeting of shareholders of the company, the company and its holding subsidiaries have three other incidental related party transactions with Yuexiu group and its controlled related parties in the past 12 months, with a cumulative amount of 93.88 million yuan, After accumulating this connected transaction, it will exceed 5% of the company's latest audited net assets attributable to the parent company. According to the listing rules, the articles of association, the management system of connected transactions and other relevant provisions, this matter is within the decision-making authority of the company's general meeting of shareholders.
At the 33rd meeting of the 9th board of directors held on March 23, 2022, the company deliberated and adopted the proposal on the establishment of financial leasing subsidiaries and related party transactions funded by holding subsidiaries. Related directors Wang Shuhui, Yang Xiaomin, Li Feng and he Yuping avoided voting, and 7 non related Directors voted unanimously to pass the proposal. Independent directors reviewed and approved this proposal at the 15th meeting of the ninth board of supervisors.
This proposal needs to be submitted to the company's first extraordinary general meeting in 2022 for deliberation. At that time, Yuexiu group, Guangzhou Yueqi, Wang Shuhui and other related shareholders will avoid the deliberation and voting of this proposal.
(IV) this connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. The investment in a new subsidiary still needs the prior permission of the local financial supervision and administration bureau where it is proposed to be established and the approval and registration of the industrial and commercial department.
(V) the investment agreement will be signed after all parties fulfill the approval procedures.
2、 Basic information of related parties
Company name: chengtuo Co., Ltd
Registered capital: HK $ Tcl Technology Group Corporation(000100) 0
Date of establishment: May 1, 2012
Registered address: 26th floor, Yuexiu building, 160 Lockhart Road, Wanchai, Hong Kong
Ownership structure: Yuexiu group indirectly holds 100% equity of chengtuo Co., Ltd. Description of related relationship: chengtuo Co., Ltd. is the holding subsidiary of Yuexiu group, the controlling shareholder of the company. According to the listing rules and other relevant provisions, chengtuo Co., Ltd. is the related party of the company.
As of December 31, 2020, the audited main financial data of chengtuo Co., Ltd. are as follows: total assets of HK $304051 million and net assets of HK $375.31 million; In 2020, the operating revenue was HK $million and the net profit was HK $120.89 million. As of September 30, 2021, the unaudited main financial data of chengtuo Co., Ltd. are as follows: total assets of HK $386763 million and net assets of HK $527 million. From January to September 2021, the operating revenue was HK $0 million and the net profit was HK $151.68 million.
Upon inquiry, chengtuo Co., Ltd. is not a dishonest executee.
3、 Basic information of investment object
Registered capital: 800 million yuan (or equivalent in Hong Kong dollars)
Place of registration: Jiangsu Province
Organization form: limited liability company
Term of operation: permanent existence
Business scope: financial leasing business; charter business; Purchase of leased property related to financial leasing and leasing business, treatment and maintenance of residual value of leased property, consultation on leasing transactions, and acceptance of lease deposit; Transfer and transfer of finance lease or leased assets; Fixed income securities investment business, etc. (the final approval and registration of industry and Commerce shall prevail).
Shareholders and capital contributions: Yuexiu leasing has subscribed 520 million yuan (or equivalent Hong Kong dollars), with a shareholding ratio of 65%; Chengtuo Co., Ltd. subscribed RMB 280 million (or equivalent Hong Kong dollars), with a shareholding ratio of 35%.
In view of the fact that the registration of a financial leasing company and the development of financial leasing business require the prior permission of the local financial supervision and Administration Bureau, in order to ensure the investment progress, the company requests the general meeting of shareholders to authorize the management of Yuexiu leasing business to discuss and determine the name, registered capital currency, and currency of the proposed subsidiary with chengtuo Co., Ltd. on the principle of legality and compliance, without damaging the legitimate rights and interests of the company and non affiliated shareholders, and conducive to business development and synergy value Registered address and other information, and the final registration approved by the industry and Commerce shall prevail.
4、 Pricing principle of transaction
The joint foreign investment and establishment of subsidiaries with related parties is implemented on the basis of voluntariness, equality and consensus of all parties. Both parties make capital contributions in the form of their own cash, determine the proportion of equity in the newly established subsidiaries according to their respective subscribed capital contributions, perform shareholder responsibilities and exercise shareholder rights.
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 capital contribution agreement
(I) agreement subject
Yuexiu leasing, chengtuo Co., Ltd
(II) basic information of the proposed company
Registered capital: 800 million yuan (or equivalent in Hong Kong dollars)
Place of registration: Jiangsu Province
Organization form: limited liability company
Term of operation: permanent existence
Business scope: financial leasing business; charter business; Purchase of leased property related to financial leasing and leasing business, treatment and maintenance of residual value of leased property, consultation on leasing transactions, and acceptance of lease deposit; Transfer and transfer of finance lease or leased assets; Fixed income securities investment business, etc. (the final approval and registration of industry and Commerce shall prevail).
(III) shareholders and capital contributions
Yuexiu leasing subscribed 520 million yuan (or equivalent Hong Kong dollars), with a shareholding ratio of 65%; Chengtuo Co., Ltd. subscribed RMB 280 million (or equivalent Hong Kong dollars), with a shareholding ratio of 35%.
(IV) profit distribution and risk bearing
The investors shall distribute the profits of the company according to their respective proportion of capital contribution, and bear limited liability to the company to the extent of their respective capital contribution. The newly established subsidiary shall be liable to the outside with all its property.
The capital contribution agreement will be signed after each party completes its own approval procedures.
6、 Purpose, risks and impact of related party transactions on the company
The new subsidiary is an important measure to implement the company's "14th five year plan" strategic plan, in line with the medium and long-term development strategy of Yuexiu leasing, conducive to business deepening and professional upgrading, and improve the ability to develop green finance, serve people's livelihood projects and serve the real economy.
The establishment and operation of subsidiaries may face certain credit risks, market risks, policy risks and management risks, such as unsuccessful establishment or less than expected operation. The newly established financial leasing subsidiary will be connected to the company's comprehensive risk management system in management to reduce relevant risks and ensure high-quality operation.
This investment does not involve personnel resettlement, land leasing and other situations, and does not constitute horizontal competition with the controlling shareholders. The company and Yuexiu leasing do not rely on the controlling shareholders due to this investment.
7、 Accumulated various related party transactions with Yuexiu group
(I) from January 1, 2022 to February 28, 2022, the total amount of various related party transactions between the company and Yuexiu group and its controlled related parties has been 1347.6 million yuan, including 124775 million yuan of principal and interest borrowed from related parties. Relevant connected transactions have fulfilled the necessary approval procedures or information disclosure obligations.
(II) in addition to the annual authorization of daily related party transactions, joint investment with related parties, borrowing funds from related parties and other matters that have been deliberated and approved by the general meeting of shareholders of the company, the company and its holding subsidiaries have had three other occasional related party transactions with Yuexiu group and its controlled related parties in the past 12 months, with a cumulative amount of 93.88 million yuan. The details are as follows:
1. In December 2021, the company's Consolidated Fund Guangzhou Jinchan Zhixuan investment partnership (limited partnership) invested 81.57 million yuan and transferred the relevant shares of Guangzhou Yuexiu emerging industry phase II investment fund partnership (limited partnership) held by non affiliated third parties. Yuexiu group is one of the limited partners of Guangzhou Yuexiu emerging industry phase II investment fund partnership (limited partnership). This transaction constitutes a related party transaction jointly invested with related parties. 2. In February 2022, Guangzhou Yuexiu Financial Holding Group Co., Ltd., a wholly-owned subsidiary of the company, borrowed from Yuexiu enterprise (Group) Co., Ltd. (hereinafter referred to as "Hong Kong Yueqi"), a wholly-owned subsidiary of Yuexiu group, funds with a maximum amount of no more than HK $20 million or equivalent in RMB, with a borrowing period of no more than one year and an annual interest rate of 4.00%, with interest calculated according to the actual borrowing amount and borrowing period. According to the central exchange rate between Hong Kong dollar and RMB announced by the people's Bank of China on the final decision-making date of the matter, the principal and interest of this inter-bank loan is up to 16.87 million yuan.
3. In March 2022, Yuexiu financial International Holdings Co., Ltd., a wholly-owned subsidiary of the company, borrowed no more than HK $1 million from Hong Kong Vietnam enterprises, with a loan term of no more than one year and an annual interest rate of 4.00%, with interest calculated according to the actual lending amount and lending term. According to the central exchange rate between Hong Kong dollar and RMB announced by the people's Bank of China on the day of the 31st meeting of the ninth board of directors to consider the matter, the principal and interest of this inter-bank loan is up to 840.44 million yuan.
8、 Prior approval and independent opinions of independent directors
(I) prior approval opinions of independent directors
Yuexiu leasing plans to jointly invest and establish a financial leasing business subsidiary with related parties, which is an important measure to improve the professional operation and management ability, consolidate the foundation for subsequent development and improve the ability to serve the real economy. All investment arrangements follow the principles of fairness, impartiality and marketization, comply with the relevant provisions of laws, regulations and normative documents, and do not damage the interests of the company and all non affiliated 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
Yuexiu leasing plans to jointly invest with related parties to establish a subsidiary of financial leasing business, which meets the internal needs of improving operation and management level and enhancing development momentum. All investment arrangements follow the principles of fairness, impartiality and marketization, comply with the relevant provisions of laws, regulations and normative documents, and do not damage 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, and the voting procedure was 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 and agree to submit it to the first extraordinary general meeting of shareholders in 2022 for deliberation, and the related shareholders should avoid voting.
9、 Documents for future reference
(I) resolutions of the 33rd meeting of the ninth board of directors;
(II) resolutions of the 15th meeting of the ninth board of supervisors;
(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
