Stock abbreviation: Foshan Electrical And Lighting Co.Ltd(000541) (A shares) Guangdong lighting B (B shares)
Stock Code: Foshan Electrical And Lighting Co.Ltd(000541) (A shares) 200541 (B shares)
Announcement No.: 2022021
Foshan Electrical And Lighting Co.Ltd(000541)
With regard to the announcement on adjusting some contents of the financial services agreement with Guangsheng finance company, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. Signed financial services agreement
On September 28, 2021, the company held the 17th meeting of the ninth board of directors, deliberated and approved the proposal on signing the financial service agreement with Guangdong Guangsheng Finance Co., Ltd. in order to improve the company’s fund management income and meet the needs of the company’s business development, the company agreed to sign the financial service agreement with Guangdong Guangsheng Finance Co., Ltd. within the validity period of the agreement, The maximum daily deposit balance of the company deposited in Guangsheng finance company is no more than 300 million yuan. Nanning Liaowang, the holding subsidiary of the company, applies to Guangsheng finance company for a comprehensive credit line of no more than 400 million yuan. The agreement is valid for two years. The company signed the above financial service agreement with Guangsheng finance company in October 2021.
2. Proposed adjustment this time
The company plans to adjust some contents of the financial service agreement signed with Guangsheng finance company. The main contents of the adjustment are: during the validity of the agreement, the maximum daily deposit balance of the company and its holding subsidiaries (including Foshan Nationstar Optoelectronics Co.Ltd(002449) , the same below) deposited in Guangsheng finance company shall not exceed 1.2 billion yuan, and the comprehensive credit line provided by Guangsheng finance company for the company and its holding subsidiaries shall not exceed 2 billion yuan; The agreement is valid for one year. According to the above adjustments, the company plans to sign a new financial service agreement with Guangsheng finance company.
3. The board of directors of the company deliberated and adopted the proposal on adjusting some contents of the financial service agreement with Guangsheng finance company with 7 affirmative votes, 0 negative votes and 0 abstention, and the related directors’ prior approval opinions and independent opinions.
4. According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, this transaction constitutes a connected transaction. This transaction still needs to be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will avoid voting. After being deliberated and approved by the general meeting of shareholders, the board of directors of the company authorizes the chairman to handle matters related to the above matters, including but not limited to signing relevant legal documents.
5. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
1. Company name: Guangdong Guangsheng Finance Co., Ltd
2. Company type: other limited liability companies
3. Address: 52 / F, Guangsheng international building, No. 17, Zhujiang West Road, Tianhe District, Guangzhou
4. Legal representative: he Shaobing
5. Registered capital: RMB 109922 million
6. Date of establishment: June 17, 2015
7. Financial license institution code: l0216h244010001
8. Business License Registration No.: 9144 Digital China Group Co.Ltd(000034) 5448548l
9. 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.
10. Main financial data:
Unit: 10000 yuan
Project 202112.31 (Unaudited) 202012.31 (audited)
Total assets 7813780984906759
Total liabilities 6414631372775116
Net assets 1399149612131644
Project year 2021 (Unaudited) year 2020 (audited)
Operating income 18626951605867
Total profit 747491312038
Net profit 559852232387
11. Description of the relationship with the company: Guangsheng finance company is a wholly-owned subsidiary of Guangdong Guangsheng Holding Group Co., Ltd., the actual controller of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Guangsheng finance company is the related party of the company.
12. Whether it is a dishonest executee: after inquiry, Guangsheng finance company is not a dishonest executee.
3、 Basic information of transaction object
According to the agreement, within the term of validity of the agreement, Guangsheng finance company will provide the company with deposit, settlement, loan services and other financial services within its business scope. During the validity of the agreement, the maximum daily deposit balance of the company and its holding subsidiaries in Guangsheng finance company shall not exceed 1.2 billion yuan, and the comprehensive credit line provided by Guangsheng finance company for the company and its holding subsidiaries shall not exceed 2 billion yuan.
4、 The transaction agreement is the main content of the financial services agreement
Party A: Foshan Electrical And Lighting Co.Ltd(000541)
Party B: Guangdong Guangsheng Finance Co., Ltd. whereas:
1. Party A is a legally existing joint stock limited company established according to law and listed on Shenzhen Stock Exchange.
2. Party B is a non bank financial institution established with the approval of Bank Of China Limited(601988) industry supervision and Administration Commission, and legally holds the financial license and remains valid.
Party B has the right to provide financial services for Guangdong Guangsheng Group Co., Ltd. and its member units in accordance with the laws and regulations on the financial company of the enterprise group.
3. Both Party A and Party B are subsidiaries controlled by Guangdong Guangsheng Group Co., Ltd.
Party A agrees to select Party B as one of the financial institutions providing various financial services. Through friendly negotiation, Party A and Party B have reached the following agreement on the provision of financial services by Party B to Party A based on the principle of equality and mutual benefit.
(I) principle of cooperation
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 shall 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 results.
(II) service content
Within the business scope approved by Bank Of China Limited(601988) Insurance Regulatory Commission, Party B shall provide the following financial services to Party A and the companies and branches actually controlled by Party A (including but not limited to subsidiaries and branches):
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 Party B’s deposit service for Party A will not be lower than that of similar deposits of major commercial banks in China 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.
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 credit 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 same grade credit interest rates and rates 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;
(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.
On the premise of abiding by this agreement, Party A and Party B shall further sign specific contracts or agreements on the provision of relevant specific financial services to agree on the specific rights and obligations of both parties. (III) trading limit
In consideration of financial risk control and transaction rationality, Party A shall make the following restrictions on the financial service transaction 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 in Party B shall not exceed 1.2 billion yuan;
3. Credit service: during the term of this agreement, Party A intends to apply to Party B for a comprehensive credit line up to RMB 2 billion.
3. 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;
(IV) validity of the agreement
This Agreement shall come into force after being signed by both parties and relevant legal procedures, and shall be valid for one year. 5、 Transaction purpose and impact on the company
With the development of the company, the number of subsidiaries included in the scope of the company’s consolidated statements has increased, and the company’s asset scale has increased accordingly. At the same time, since the signing of the contract, the company has generally cooperated well with Guangsheng finance company, which provides a better way for the company to continuously improve the income of idle funds, and with the further expansion of the company’s business, the company has a strong demand for planned funds in the future. Therefore, The company plans to adjust some contents of the financial services agreement signed by both parties.
As a legally established and existing non bank financial institution, Guangsheng finance company’s non bank financial business is subject to continuous and strict supervision by the national regulatory authorities, has various qualifications to provide financial services for member units, and all indicators meet the provisions of the measures for the administration of enterprise group financial companies. 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, improving the income of capital management and broadening the scope of financial cooperation institutions. The terms of the financial services agreement are fair and reasonable, and will not affect the independence of the company, nor will it damage the interests of the company and all shareholders.
6、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
As of the disclosure date of this announcement, the deposit balance of the company and its holding subsidiaries (including Foshan Nationstar Optoelectronics Co.Ltd(002449) ) in Guangsheng finance company is 49465600 yuan, of which the deposit balance of the company (including sigma) is 1087762 million yuan, Foshan Nationstar Optoelectronics Co.Ltd(002449) deposit balance is 385879800 yuan, and the loan balance of the company and its holding subsidiaries (including Foshan Nationstar Optoelectronics Co.Ltd(002449) ) in Guangsheng finance company is 0 yuan.
7、 Prior approval opinions and independent opinions of independent directors
The independent directors of the company agreed to submit the matter to the board of directors of the company for deliberation and express the following independent opinions after the related party transaction complied with the provisions of relevant laws and regulations and the articles of association and did not adversely affect the interests and independence of the company:
1. As a normative non bank financial institution approved by Bank Of China Limited(601988) Insurance Regulatory Commission, Guangsheng finance company provides financial services for the company within its business scope, which complies with the provisions of relevant national laws and regulations.
2. This time, we adjusted some contents of the financial service agreement with Guangsheng finance company and signed a new financial service agreement, following the principle of equality and voluntariness, and the pricing principle is fair, without damaging the interests of the company and minority shareholders; It is beneficial to improve the company’s capital use efficiency, increase the company’s income and broaden the company’s financing channels.
3. The risk assessment report of Guangdong Guangsheng Finance Co., Ltd. fully reflects the operation qualification, internal control, operation management and risk management of Guangsheng Finance Co., Ltd., and no major defects in the risk management of Guangsheng Finance Co., Ltd.
To sum up
