Zhongtai Securities Co.Ltd(600918)
About Shantui Construction Machinery Co.Ltd(000680) holding subsidiary
Verification opinions on carrying out financial leasing business with heavy truck Finance Co., Ltd. Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” or “sponsor”) as the sponsor of Shantui Construction Machinery Co.Ltd(000680) (hereinafter referred to as ” Shantui Construction Machinery Co.Ltd(000680) ” or “company”) non-public offering of shares in 2020, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, The company has carefully verified the financial leasing business between Shantui Jianyou Machinery Co., Ltd. (hereinafter referred to as “Shantui Jianyou”) and heavy truck Finance Co., Ltd. (hereinafter referred to as “heavy truck finance”), and issued this verification opinion. The specific verification conditions are as follows:
In order to better promote the sales and market development of the company’s concrete mixer trucks and other products, and comprehensively establish and develop cooperative relations, Shantui Construction Machinery Co.Ltd(000680) (hereinafter referred to as “the company” or ” Shantui Construction Machinery Co.Ltd(000680) “) holding subsidiaries Shantui Jianyou Machinery Co., Ltd. (hereinafter referred to as “Shantui Jianyou”) and heavy truck Finance Co., Ltd. (hereinafter referred to as “heavy truck finance”) are based on the principle of complementary advantages, equality and mutual benefit, Carry out financial leasing business.
Shandong Heavy Industry Group Co., Ltd. (hereinafter referred to as “Shandong heavy industry group”) is the actual controller of heavy truck finance, and Shandong heavy industry group is the controlling shareholder of the company. According to the Listing Rules of Shenzhen Stock Exchange, sinotruk finance and the company constitute a related relationship. The financial leasing business cooperation between China heavy truck finance and the company and its holding subsidiaries constitutes 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. Related directors Liu Huisheng and Jiang Kui avoided voting, and 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: sinotruk Auto Finance Co., Ltd
Enterprise type: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China)
Address: Shandong Huaao Hi Tech Research Center, 4th floor, Huaao hi tech Development Zone
Legal representative: Sun Chenglong
Registered capital: 2600 million yuan
Unified social credit Code: 9137 China Tianying Inc(000035) 86060073
Business scope: (1) accepting time deposits of more than 3 months (inclusive) from overseas shareholders and their group’s wholly-owned subsidiaries in China and domestic shareholders; (II) accept the loan deposit for the purchase of vehicles by auto dealers and the deposit for the lease of vehicles by the lessee; (III) issue financial bonds upon approval; (IV) engaging in inter-bank lending in the same industry; (V) borrowing from financial institutions; (VI) provide car purchase loan business; (VII) provide loans for auto dealers to purchase vehicles and operating equipment, including loans for exhibition hall construction, spare parts and maintenance equipment; (VIII) provide automobile financial leasing business (except sale and leaseback business); (IX) selling or repurchasing auto loan receivables and auto finance lease receivables to financial institutions; (x) handle the residual value sale and disposal of leased vehicles; （11） Engage in consulting and agency business related to car purchase financing activities; （12） Approved to engage in equity investment business of financial institutions related to auto finance business; （13） Other businesses approved by the CBRC. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the validity period shall be subject to the license)
Major shareholders: Sinotruk Jinan Truck Co.Ltd(000951) (Hong Kong) Co., Ltd. holds 760870% equity, Sinotruk Jinan Truck Co.Ltd(000951) Group Jinan Power Co., Ltd. holds 130435%, Shandong International Trust Co., Ltd. holds 6.5217% equity and China Heavy Truck Group Co., Ltd. holds 4.3478%.
2. Financial situation
As of December 31, 2021, the unaudited total assets of SINOTRUK Auto Finance Co., Ltd. were 20979928100 yuan and the net assets were 3209222300 yuan. In 2021, the operating income was 1054808300 yuan and the net profit was 13434600 yuan.
3. Association relationship
Shandong heavy industry group, the controlling shareholder of the company, is the actual controller of heavy truck finance. According to the provisions of the stock listing rules of Shenzhen Stock Exchange, heavy truck finance forms an associated relationship with the company. The financial leasing business cooperation between sinotruk finance and the holding subsidiary of the company constitutes a related party transaction.
4. Credit status
Sinotruk finance is not the person to be executed for dishonesty.
3、 Main contents of related party transactions
The main contents of financial leasing business between Shantui Jianyou and heavy truck finance are as follows:
1. Subject matter of lease: products and accessories produced and operated by Shantui Jianyou include but are not limited to concrete mixer trucks.
2. Financial leasing: direct selling cooperation and agent cooperation.
3. Credit line: authorize Shantui Jianyou and heavy truck finance to carry out financial leasing business cooperation in 2022, with a balance of no more than RMB 60 million and a term of one year.
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 customers of the company and the company or the company’s dealers shall determine the product transaction price according to the market price, and sign the financial leasing contract with heavy truck finance.
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 and after reviewing the proposal and relevant materials of this meeting, the independent opinion is issued: the deliberation and decision-making procedure of the connected transaction complies with the provisions of relevant laws, regulations and the articles of association, complies with the commercial terms of financial leasing business, and is conducive to the product sales and market development of the company, Without prejudice to the interests of the company and other shareholders, it is agreed that the holding subsidiary of the company shall carry out financial leasing business with heavy truck Finance Co., Ltd.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: This connected transaction has been deliberated and approved at the 15th meeting of the 10th board of directors of the company, the connected directors have avoided voting, and the independent directors have expressed clear consent. As of the date of issuance of this verification opinion, the necessary approval procedures have been performed, and the decision-making procedures comply with the provisions of relevant regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange and the articles of association, There is no circumstance that damages the interests of shareholders of the company. The sponsor has no objection to the financial leasing business between the holding subsidiary of the company and heavy truck Finance Co., Ltd.
(there is no text on this page, which is the signature page of Zhongtai Securities Co.Ltd(600918) verification opinions on the financial leasing business between Shantui Construction Machinery Co.Ltd(000680) holding subsidiary and heavy truck Finance Co., Ltd.) (sponsor representative:
Yin Guangjie, Lu Wei
Zhongtai Securities Co.Ltd(600918) March 28, 2022
