Securities code: Shantui Construction Machinery Co.Ltd(000680) securities abbreviation: Shantui Construction Machinery Co.Ltd(000680) Announcement No.: 2022019 Shantui Construction Machinery Co.Ltd(000680)
Announcement on carrying out financial leasing business with Shanzhong Financial Leasing Co., Ltd
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 financial leasing business
In order to better promote the company’s product sales and market development, and comprehensively establish and develop cooperative relations, the company and Shanzhong Financial Leasing Co., Ltd. (hereinafter referred to as “Shanzhong leasing”) carry out financial leasing business on the principle of complementary advantages, equality and mutual benefit.
Shanzhong leasing is the holding subsidiary of Shandong Heavy Industry Group Co., Ltd. (hereinafter referred to as “Shandong heavy industry group”), the controlling shareholder of the company. According to the provisions of the Listing Rules of Shenzhen Stock Exchange, Shanzhong leasing forms an affiliated relationship with the company. Shanzhong leasing carries out financial leasing business cooperation with the company and its holding subsidiaries, forming a related party transaction.
This connected transaction was deliberated and adopted at the 15th meeting of the 10th board of directors of the company on March 28, 2022. Liu Huisheng, Jiang Kui and Zhang Min, the related directors, avoided voting, and the independent directors reviewed the transaction and expressed independent opinions. This transaction is subject to the approval of the general meeting of shareholders, and the controlling shareholder of the company, Shandong heavy industry group and other related persons who have an interest in the connected transaction will withdraw from voting.
This related party transaction does not constitute a major asset reorganization or listing as stipulated in the administrative measures for major asset reorganization of listed companies, and does not require the approval of relevant departments.
2、 Basic information of related parties
1. Basic information
Related party: Shanzhong Finance Leasing Co., Ltd
Enterprise type: limited liability company (foreign-invested enterprise and domestic joint venture)
Registered address: 13 / F, block D, global financial information center, No. a 1, xuanwumenwai street, Xicheng District, Beijing
Legal representative: Shen Chuandong
Registered capital: 2 million yuan
Unified social credit Code: 9111 Shenzhen Huakong Seg Co.Ltd(000068) 690250×4
Business scope: licensed business items: none
General business items: financial leasing; Mechanical equipment leasing business; Purchase of leased property from outside China; Disposal and maintenance of the residual value of the leased property; Technical services; Economic information consultation; Sales of general equipment, special equipment, transportation equipment and building materials; Project investment; Import and export of goods; Technology import and export. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Major shareholders: Shandong Heavy Industry Group Co., Ltd. holds 32.50% equity, China Heavy Truck Group Co., Ltd. holds 567391% equity and Weichai Heavy Machinery Co.Ltd(000880) holds 107609% equity.
2. Financial situation
As of December 31, 2021, the total unaudited assets of Shanzhong lease were 10655945000 yuan, the net assets were 2446713200 yuan, the operating income was 732193200 yuan, and the net profit was 100153400 yuan.
3. Association relationship
The company and Shanzhong leasing are controlled by the same controlling shareholder Shandong Heavy Industry Group Co., Ltd. according to the provisions of the stock listing rules of Shenzhen Stock Exchange, Shanzhong leasing forms an associated relationship with the company. Shanzhong leasing carries out financial leasing business cooperation with the company and its holding subsidiaries, forming a related party transaction.
4. Credit status
Shanzhong leasing is not a dishonest executee.
3、 Main contents of related party transactions
The main contents of the company’s business with Shanzhong leasing are as follows:
(I) financial leasing business
1. Lease subject matter: the construction machinery products and accessories produced and operated by the company and its holding subsidiaries include but are not limited to bulldozers, road machinery, loaders, concrete machinery and so on.
2. Financial leasing: direct selling cooperation and agent cooperation.
3. Credit line: the company and its holding subsidiaries are authorized to carry out financial leasing business with Shanzhong leasing in 2022, with a balance of no more than 1.3 billion yuan, of which the balance of product distribution cooperation of the holding subsidiaries is no more than 150 million yuan, with a term of one year.
(II) financial leasing service fee business
In order to expand sales, reduce installment, reduce the scale of accounts receivable, speed up capital turnover, and further reduce the cost of financial leasing for end customers, Shantui Construction Machinery Co.Ltd(000680) and Shanzhong leasing jointly promote the financial leasing interest rate of end customers, Shantui Construction Machinery Co.Ltd(000680) undertakes the corresponding promotion policies and the interest difference of financial leasing projects from lease. The budget amount of interest difference in 2022 is 16.5 million yuan.
Within the above credit line, eligible users can handle financial leasing business in accordance with relevant regulations, and the company shall bear the repurchase guarantee liability arising from users handling financial leasing business under this agreement. At the expiration of the credit period, the company still has the repurchase guarantee responsibility for the business that has occurred during the credit period until the balance of the guaranteed comprehensive credit business is paid off.
4、 Pricing principle and transaction price
The end customer of the company and the company or the company’s distributor shall determine the product transaction price according to the market price, the service fee shall be floating calculated according to the actual situation of the project, and the financial leasing contract shall be signed with Shanzhong leasing.
5、 Purpose of related party transactions and its impact on the company
This financial leasing sales cooperation can better promote the company’s product sales and market development, comprehensively establish and develop cooperative relations, meet the needs of customers to purchase construction machinery equipment and its accessories through financial leasing, and promote the sales of the company’s construction machinery equipment and its accessories.
6、 Opinions of independent directors
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, based on the position of independent judgment, after reviewing the proposal and relevant materials of this meeting, it is agreed to submit the proposal on carrying out financial leasing business with Shanzhong Financial Leasing Co., Ltd. to the 15th meeting of the 10th board of directors for deliberation, and express independent opinions: the deliberation and decision-making procedures of related party transactions comply with relevant laws The regulations and the articles of association comply with the commercial terms of financial leasing business, which is conducive to the company’s product sales and market development. There is no harm to the interests of the company and other shareholders. The company is agreed to carry out financial leasing business with it.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the related party transaction has been reviewed and approved by the board of directors of the company, the related directors have avoided voting, the independent directors have expressed clear consent, and have fulfilled the necessary approval procedures. The decision-making procedures comply with the provisions of relevant laws and regulations such as the listing rules of Shenzhen Stock Exchange, normative documents and the articles of association, and there is no situation that damages the interests of the shareholders of the company. The sponsor has no objection to the above financial leasing business proposed by the company with Shanzhong Financial Leasing Co., Ltd.
8、 Directory of documents for future reference
1. Resolutions of the 15th meeting of the 10th board of directors of the company;
2. Resolutions of the 15th meeting of the 10th board of supervisors of the company;
3. Independent opinions of independent directors on relevant matters of the company;
4. Verification opinions of the recommendation institution;
5. Business cooperation agreement.
It is hereby announced.
Shantui Construction Machinery Co.Ltd(000680) board of directors
March 28, 2002
