Stock abbreviation: Jiangsu Expressway Company Limited(600377) Stock Code: Jiangsu Expressway Company Limited(600377) No.: pro 2022020
Jiangsu Expressway Company Limited(600377)
About cooperation with Jiangsu communications Holding Group Finance Co., Ltd
Announcement on related party transactions of renewing the financial services agreement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or
And shall be individually and jointly liable for the authenticity, accuracy and completeness of its contents. Important content tips:
The main content of this connected transaction is the financial service agreement signed by the company and the group finance company for a period of three years from April 1, 2022. The maximum daily deposit balance (including accrued interest) shall not exceed RMB 600 million and shall be less than 5% of the company’s audited operating income, total assets or market value; At the same time, the group finance company gives the company a comprehensive credit line of no less than RMB 5 billion, and promises that the loan interest rate provided to the company will not be higher than the benchmark loan interest rate for the same period stipulated by the people’s Bank of China, and under the same conditions, it will not be higher than the interest rate given to the company by large state-owned commercial banks and national joint-stock commercial banks, and there is no need for the company to provide any mortgage or guarantee.
In the past 12 months, the average daily agreed deposit balance of the company in the group finance company was 2700594 million yuan, and the working capital loan was 4820274 million yuan; There are no transactions related to transaction categories with different related parties.
The maximum daily deposit balance of the company in the group finance company and the comprehensive credit line provided by the group finance company to the company cover all companies within the scope of the company’s consolidated statements. 1、 Overview of related party transactions
Jiangsu Expressway Company Limited(600377) held the 8th meeting of the 10th board of directors on March 25 to review and approve the signing of the financial service agreement with Jiangsu communications Holding Group Finance Co., Ltd. (hereinafter referred to as “group finance company”) for a period of three years from April 1, 2022. Considering the possibility of changes in external financial policies and financing environment, in order to broaden financing channels, enhance the company’s capital allocation ability and ensure the demand for operating funds, the company and the group finance company continue to sign the financial service agreement.
The maximum daily deposit balance (including accrued interest) of the company in the group finance company shall not exceed RMB 600 million and shall be less than 5% of Party A’s audited operating income, total assets or market value; At the same time, the group finance company granted the company a comprehensive credit line of no less than RMB 5 billion, and promised that the loan interest rate provided to the company would not be higher than the benchmark loan interest rate for the same period stipulated by the people’s Bank of China, and would not be higher than the interest rate given to the company by large state-owned commercial banks and national joint-stock commercial banks under the same conditions, without any mortgage or guarantee from the company.
Related directors Mr. Chen Yanli and Mr. Wang Yingjian avoided voting on this proposal, and all other directors, including five independent directors, voted in favour of this transaction.
Five independent directors of the company conducted pre audit on the above related party transactions and issued audit opinions on related party transactions in accordance with the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as “Shanghai listing rules”). The audit committee of the company reviewed the related party transaction and agreed to submit the matter to the board of directors for deliberation. The group finance company and the company are both controlled by Jiangsu communications Holding Co., Ltd. (hereinafter referred to as “Jiangsu communications holding”), and the above matters constitute related party transactions in accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange.
This connected transaction does not need to be submitted to the general meeting of shareholders for approval.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
As of this related party transaction, the daily average agreed deposit balance of the company in the group finance company in the past 12 months was 2700594 million yuan, and the working capital loan was 4820274 million yuan; There are no transactions related to transaction categories with different related parties. 2、 Introduction to related parties
(I) introduction to related party relationship
The group finance company and the company are both controlled by Jiangsu traffic control, which constitutes the affiliated legal person specified in the stock listing rules of Shanghai Stock Exchange.
(II) basic information of related parties
1. Basic information of group finance company
Nature of enterprise: limited liability company; Registered address: floors 1, 2, 33 and 34, building A2, Zijin financial center, No. 399, middle Jiangdong Road, Jianye District, Nanjing; Legal representative: Yang Shuiming; Registered capital: RMB 2 million; Date of establishment: December 2011; Business scope: handle financial and financing consulting, credit assurance and related consulting and agency business for member units; Assist member units to realize the receipt and payment of transaction funds; 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; Handle entrusted investment between member units; Underwriting corporate bonds of member units; Investment in marketable securities (excluding investment in the secondary stock market); Equity investment in financial institutions.
2. Ownership structure (as of December 31, 2021)
Name of shareholder contribution amount (10000 yuan) equity ratio (%)
Jiangsu communications Holding Co., Ltd. 13750068.75
Jiangsu Expressway Company Limited(600377) 50,000 25.00
Jiangsu Jinghu Expressway Co., Ltd. 125006.25
Total 2 Ping An Bank Co.Ltd(000001) 00.00
3. Development of main businesses of related parties in recent three years
As a non bank financial institution established with the approval of the Bank Of China Limited(601988) industry supervision and Administration Commission, the group finance company has various qualifications to provide financial services for group member units, and all indicators meet the provisions of the measures for the administration of enterprise group finance companies issued by the Bank Of China Limited(601988) industry supervision and Administration Commission. It has excellent business performance and strong enterprise strength.
4. There is no other relationship between related parties and listed companies in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
5. Main financial indicators
The main financial indicators of the group finance company in recent two years are as follows:
Unit: RMB 10000
December 31, 2020
Total assets 186852951225373032
Net assets 2663232525769124
20212020
Operating income 39695213822806
Net profit 13632011461984
3、 Main contents of the financial services agreement
(I) service content
1. Deposit service
The deposit interest rate provided by the group finance company to the company will not be lower than the interest rate given to the company by large state-owned commercial banks and national joint-stock commercial banks, nor lower than the average interest rate of the group finance company absorbing similar deposits from any third party in the same period.
The maximum daily deposit balance (including interest) of the company in the group finance company shall not exceed RMB 600 million, and (1) shall be less than 5% of Party A’s audited operating income, total assets or market value; (2) In principle, it shall not exceed all kinds of financing balances withdrawn and existing by Party A under Party B’s comprehensive credit. The above excess part shall be transferred back to the account designated by Party A by Party B within 3 working days. The finance company of the group shall ensure the safety of the funds deposited by the company. If the group finance company fails to pay the deposit or interest to the company on time and in full, the company has the right to terminate this Agreement and offset the deposit that the group finance company should pay to the company and the company’s loan in the group finance company in accordance with the law. If the company suffers economic losses due to other breach of contract by the group finance company, the group finance company shall make full compensation, and the company has the right to terminate this agreement.
2. Settlement service
The group finance company provides the company with collection, payment and toll split allocation services, as well as other auxiliary services related to settlement business in accordance with the company’s instructions or agreements.
3. Financing services
On the premise of complying with relevant national laws and regulations, the group finance company provides financing consultation or financing scheme for the company according to the operation and development needs of the company, and actively helps the company implement internal and external financing matters.
On the premise of complying with relevant national laws and regulations, the group finance company provides comprehensive credit services for the company according to the operation and development needs of the company. Within the validity of this agreement, the group finance company will give the company a comprehensive credit line of no less than RMB 5 billion. The company can use the comprehensive credit line provided by the group finance company to handle financing services such as loans, bill acceptance, bill discount and guarantee. The group finance company will give priority to meeting the needs of the company within its own capital capacity.
The loan interest rate provided by the group finance company to the company shall be determined by both parties through negotiation according to the interest rate promulgated by the people’s Bank of China and the market conditions. It shall not be higher than the benchmark loan interest rate for the same period stipulated by the people’s Bank of China, and under the same conditions, it shall not be higher than the interest rate level given to the company by large state-owned commercial banks and national joint-stock commercial banks. There is no need for the company to provide any mortgage or guarantee.
4. Electronic commercial bill service
Acceptance service: sign and promise on the e-commerce bill issued by the company, and pay the determined amount to the payee or holder designated by the group finance company on the due date of the bill.
Discount service: due to the need of funds, the company will endorse and transfer its bill rights to the group finance company before the maturity date of e-commerce bill, and the group finance company will pay the balance to Party A after deducting the discount interest.
5. Other financial services
The group finance company will provide entrusted loans and other financial services within its business scope to the company in accordance with the instructions and requirements of the company. Before the group finance company provides other financial services to the company, both parties need to negotiate and enter into an independent agreement.
The fees charged by the group finance company for providing other financial services will not be higher than the reasonable range of fees charged by major financial institutions in China for similar services.
(II) validity period of financial services agreement
The financial services agreement shall come into force after being reviewed and approved by the board of directors, and the term of validity shall be three years from the date of entry into force of the agreement.
(III) liability for breach of contract
If either party breaches the contract, it shall bear the liability for breach of contract, and the breaching party shall bear all losses caused to the other party and expenses incurred due to claiming rights. 4、 Risk prevention
The company has formulated the risk disposal plan for carrying out deposit and loan financial business in the group finance company, which can effectively prevent, timely control and resolve the capital risk in the group finance company and maintain the capital safety. 5、 Purpose of related party transactions and its impact on the company
Considering the possibility of changes in external financial policies and financing environment, in order to broaden financing channels, enhance the company’s capital allocation ability and ensure the demand for operating funds, the company signed the financial service agreement with the group finance company.
As a non bank financial institution established with the approval of the Bank Of China Limited(601988) industry supervision and Administration Commission, the group finance company has various qualifications to provide financial services for group member units, and all indicators meet the provisions of the measures for the administration of enterprise group finance companies issued by the Bank Of China Limited(601988) industry supervision and Administration Commission. When the group finance company handles deposits, loans, settlement and other financial services for the company, both parties follow the principles of equality and voluntariness, complementary advantages, mutual benefit and win-win cooperation, which will not affect the operation and allocation of the company’s funds. The company can make full use of the internal financial service platform provided by the group finance company to reduce financing costs, improve capital use efficiency, accelerate capital turnover and maximize capital benefits. 6、 Review procedures to be performed for this connected transaction
The related party transaction has been deliberated and approved at the 8th meeting of the 10th board of directors of the company, and the related directors Mr. Chen Yanli and Mr. Wang Yingjian avoided voting; There is no need to submit it to the general meeting of shareholders for deliberation.
The five independent directors of the company agreed to submit the related party transaction proposal to the 8th meeting of the 10th board of directors for deliberation and express their independent opinions as follows: the related party transaction is conducive to strengthening the company’s fund management, improving the risk control ability, reducing the capital operation cost, improving the capital utilization efficiency, broadening the financing channels, and meeting the needs of the company’s operation and development; The transaction is conducted in accordance with normal business terms or better terms than normal business terms. The agreement, transaction and transaction ceiling are fair and reasonable, which is in line with the overall interests of the company and its shareholders, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders. The risk disposal plan for handling deposit and loan business in the finance company formulated by the company can prevent, control and resolve the risk of deposit and loan in the finance company and effectively ensure the safety of funds. The deliberation and voting procedures of the meeting comply with laws, regulations, listing supervision provisions and the provisions of the articles of association.
The establishment of a non member company within the scope of business of the financial supervision committee of the group is approved by the financial supervision committee in accordance with the following laws and regulations. The financial services agreement signed by both parties follows the principle of equality and voluntariness, and the pricing principle is fair. There is no situation that damages the interests of the company or shareholders, especially the interests of non affiliated shareholders and minority shareholders. Both parties confirm by agreement
