Zhongtai Securities Co.Ltd(600918)
About Shantui Construction Machinery Co.Ltd(000680)
Verification opinions on signing financial service agreement and related party transactions with Shandong heavy industry group finance Co., Ltd
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” or “sponsor”) as a 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 stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, The financial service agreement signed between Shantui Construction Machinery Co.Ltd(000680) and Shandong heavy industry group finance Co., Ltd. has been carefully verified and this verification opinion has been issued. The specific verification conditions are as follows:
1、 Overview of related party transactions
In order to further broaden the company’s financing channels, give full play to the advantages of the group’s capital scale, optimize the company’s financial management, improve the efficiency of capital use, reduce financing costs, and provide financial support for the company’s long-term development, the company plans to renew the financial service agreement with Shandong heavy industry group finance Co., Ltd. (hereinafter referred to as “finance company”). According to the contents of the agreement, the finance company provides deposits, financing Settlement and other financial services.
The finance company is the holding subsidiary of Shandong Heavy Industry Group Co., Ltd., the controlling shareholder of the company. In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange (revised in 2022) and the articles of association, the finance company and the company constitute related parties. The financial company provides financial services for the company and its holding subsidiaries, which constitutes related party transactions.
This related party transaction was deliberated and approved at the 15th meeting of the 10th board of directors of the company on March 28, 2022, and the related directors Liu Huisheng, Jiang Kui and Wu Jianyi withdrew from voting. The independent directors reviewed the transaction and expressed independent opinions. This transaction is subject to the approval of the general meeting of shareholders. The controlling shareholder of the company, Shandong Heavy Industry Group Co., Ltd. and other related persons interested in the related party 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: Shandong heavy industry group finance Co., Ltd
Enterprise type: limited liability company (state-owned holding)
Registered address: No. 40-1, West Yanzi Road, Jinan, Shandong
Legal representative: Shen Chuandong
Registered capital: 160 million yuan
Tax registration certificate No.: 9137 North Huajin Chemical Industries Co.Ltd(000059) 7828707n
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; 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; Underwriting corporate bonds of member units; Investment in marketable securities (excluding investment in the secondary stock market); Consumer credit, buyer’s credit and financial leasing of products of member units; And other businesses approved by the China Banking and Insurance Regulatory Commission.
Major shareholders: Shandong Heavy Industry Group Co., Ltd. holds 37.5% equity, Weichai Power Co.Ltd(000338) holds 31.25% equity, Weichai Heavy Machinery Co.Ltd(000880) holds 12.5% equity, the company holds 12.5% equity of finance company, and Shaanxi fast Gear Co., Ltd. holds 6.25% equity.
2. Financial situation
According to the audit, as of December 31, 2021, the total assets were 42684604200 yuan and the net assets were 3285190500 yuan. In 2021, the operating income was 631577600 yuan and the net profit was 423834900 yuan. 3. Association relationship
The company holds 12.5% of the equity of the finance company, and the company and the finance company are controlled by the same controlling shareholder Shandong Heavy Industry Group Co., Ltd. According to the provisions of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the financial company and the company constitute an affiliated relationship. The financial company provides financial services for the company and its holding subsidiaries, forming related party transactions.
4. Credit status
The financial company is not the person who is dishonest.
3、 Amount of related party transactions
The company and its holding subsidiaries carry out deposit, financing, settlement and other financial businesses with financial companies.
1. Deposit: during the term of this agreement, the maximum daily deposit balance (including interest) of the company and its holding subsidiaries in the finance company shall not be higher than RMB 3 billion from June 30, 2022 to June 29, 2023, 3.2 billion from June 30, 2023 to June 29, 2024, and 3.5 billion from June 30, 2024 to June 29, 2025.
2. Comprehensive credit line: the comprehensive credit line provided by the finance company to the company and its holding subsidiaries shall not be higher than RMB 5.5 billion from June 30, 2022 to June 29, 2023, 6 billion from June 30, 2023 to June 29, 2024, and 6.5 billion from June 30, 2024 to June 29, 2025.
3. Cumulative interest amount of loan services: the cumulative interest amount of loan services provided by the finance company to the company and its holding subsidiaries shall not be higher than RMB 239.25 million from June 30, 2022 to June 29, 2023, 261 million from June 30, 2023 to June 29, 2024, and 282.75 million from June 30, 2024 to June 29, 2025.
4、 Main contents and pricing policies of related party transactions
Main contents of the financial services agreement:
1. The finance company provides the following financial services to the company and its holding subsidiaries
Deposit services, financing services, settlement services and other financial services approved by the CBRC.
2. Pricing principle and basis
(1) Deposit service
The company and its holding subsidiaries shall open a deposit account in the finance company and deposit the funds into the deposit account opened in the finance company in the form of demand deposit, time deposit, notice deposit, agreement deposit or agreement deposit in accordance with the principle of free access;
The deposit interest rate of the financial company providing deposit services for the company and its holding subsidiaries shall not be lower than the maximum deposit interest rate of similar deposits of major commercial banks in China in the same period on the basis of meeting the relevant provisions of the people’s Bank of China.
(2) Financing services
On the basis of meeting the relevant provisions of the people’s Bank of China on loan interest rates, the credit interest rates and rates of the finance company and its holding subsidiaries in providing loans, bill discount, bill acceptance, financial leasing and other credit businesses for the company and its holding subsidiaries shall not be higher than the lowest level allowed by the same period and grade credit interest rates and rates obtained by the company and its holding subsidiaries in other major commercial banks in China, And the company and its holding subsidiaries are not required to pledge the above credit services with their assets.
(3) Settlement service
According to the instructions of the company and its holding subsidiaries, the finance company provides payment services, collection services and other auxiliary services related to settlement business for the company and its holding subsidiaries. The settlement fee shall be implemented according to the charging standard agreed by both parties, and the charging fee shall not be higher than the minimum standard of similar service fees provided by the company and its holding subsidiaries from major commercial banks in China in the same period.
(4) Other financial services
Other financial services provided by the finance company for the company and its holding subsidiaries shall follow the principle of fairness and reasonableness and charge relevant fees at a price not higher than the market fair price or the standard stipulated by the Chinese state.
3. Term of agreement
The agreement is valid for three years.
4. Risk control measures
In order to effectively prevent, timely control and resolve the capital risks of the company and its holding subsidiaries’ deposits in the finance company and maintain the safety of funds, the company has formulated the emergency response plan for the risk of deposit business between the company and Shandong heavy industry group finance Co., Ltd. (hereinafter referred to as the “risk emergency response plan”). By establishing a leading group for deposit risk disposal, establish a deposit business risk reporting system and report to the board of directors on a regular or temporary basis. Regularly obtain and review the regular reports of the financial company, including balance sheet, income statement and cash flow statement, and evaluate the business and financial risks of the financial company. In case of major risks, immediately start emergency disposal procedures and formulate plans; Hold a joint meeting with the finance company to find solutions; Ensure the safety of the company’s funds by realizing the company’s financial assets.
At the same time, in case of any situation described in the risk emergency response plan, the finance company shall take positive measures to carry out risk self rescue and avoid risk diffusion and spread, including realizing excess money market assets, suspending or stopping the issuance of new loans, selling originally held securities, selling long-term assets and fixed assets, applying to the people’s Bank of China for the use of deposit reserves, applying for re loans, lending to other financial institutions, etc, When necessary, jointly draft documents and seek help from Shandong Heavy Industry Group Co., Ltd. to ensure that the safety and liquidity of the funds of listed companies are not affected.
5、 Review procedure
1. This related party transaction was deliberated and approved at the 15th meeting of the 10th board of directors of the company on March 28, 2022, and the related directors Liu Huisheng, Jiang Kui and Wu Jianyi withdrew from voting. According to the provisions of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the transaction shall also be submitted to the general meeting of shareholders for deliberation and approval.
2. Prior approval and independent opinions of independent directors
(1) As a non bank financial institution established with the approval of Bank Of China Limited(601988) Insurance Regulatory Commission (hereinafter referred to as “China Banking and Insurance Regulatory Commission”), the financial company provides financial services for the company and its holding subsidiaries within its business scope in accordance with the provisions of relevant national laws and regulations; In the special audit report of Daxin Certified Public Accountants (special general partnership) on the deposit and loan business of the company in Shandong heavy industry group finance Co., Ltd. in 2021, the company independently, objectively and fairly reflected the deposit and loan related to Shandong heavy industry group finance Co., Ltd. in 2021. It is considered that during the reporting period, the company and the finance company carried out related deposit and loan and other financial businesses fairly and reasonably, in line with relevant regulations, and there was no situation damaging the interests of the company.
(2) The financial service agreement signed between the company and the finance company follows the principle of equality and voluntariness, with fair pricing and no damage to the interests of the company and minority shareholders. It is agreed to submit the proposal of the company on signing a financial service agreement with Shandong heavy industry group finance Co., Ltd. to the 15th meeting of the 10th board of directors of the company for deliberation.
(3) The 2021 risk assessment report of Shandong heavy industry group finance Co., Ltd. fully reflects the business qualification, business and risk status of the finance company, and its risk is controllable. As a non bank financial institution, its business scope, business content and process and internal risk control system are strictly supervised by the China Banking and Insurance Regulatory Commission, and the preparation of the report meets the specified requirements. In addition, the company has formulated the emergency response plan for the risk of deposit business between Shantui Construction Machinery Co.Ltd(000680) and Shandong heavy industry group finance Co., Ltd., which can effectively prevent, timely control, reduce and resolve the capital risk of the company and its holding subsidiaries in the financial company, maintain the capital safety and protect the rights and interests of the company and minority shareholders. Under the condition of meeting the above risk control, the finance company is agreed to provide financial services to the company and its holding subsidiaries.
(4) The emergency response plan for the risk of deposit business between Shantui Construction Machinery Co.Ltd(000680) and Shandong heavy industry group finance Co., Ltd. formulated by the company can effectively prevent, timely control and resolve the capital risk of the company in the finance company and maintain the capital safety. The preparation of the plan meets the requirements of relevant regulations and is practical. 6、 Transaction purpose and impact
When the finance company handles deposits, financing, settlement and other financial services for the company, both parties shall follow the principles of equality and voluntariness, complementary advantages, mutual benefit and win-win cooperation. The above principles are conducive to optimizing the company’s financial management, improving the efficiency of capital use, reducing financing costs and financing risks, and providing financial support and smooth financing channels for the long-term development of the company. At the same time, the company holds 12.5% of the shares of the finance company, and the company can also obtain income from the business development of the finance company, which will not damage the interests of the company and minority shareholders, and will not affect the independence of the company, which is in line with the interests of the company and all shareholders.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the financial service agreement and related party transactions signed by Shantui Construction Machinery Co.Ltd(000680) and Shandong heavy industry group finance Co., Ltd. have been deliberated and adopted at the 15th meeting of the 10th board of directors, the related directors have complied with the avoidance system, the independent directors have issued prior approval and independent opinions, performed the necessary decision-making procedures, and comply with the provisions of relevant laws and regulations and the articles of association, The above related party transactions need to be submitted to the general meeting of shareholders of the company for deliberation. The recommendation institution has no objection to the above related party transactions.
(there is no text on this page, which is the signature page of Zhongtai Securities Co.Ltd(600918) on the verification opinions on the signing of financial service agreement and related party transactions between Shantui Construction Machinery Co.Ltd(000680) and Shandong heavy industry group finance Co., Ltd.)
Yin Guangjie, Lu Wei
Zhongtai Securities Co.Ltd(600918)
