Securities code: Beijing Oriental Jicheng Co.Ltd(002819) securities abbreviation: Beijing Oriental Jicheng Co.Ltd(002819) Announcement No.: 2022017 Beijing Oriental Jicheng Co.Ltd(002819)
About dongke factoring, the holding subsidiary of the company, accepting financial assistance
And related party transactions
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、 Basic information of related party transactions
1. Beijing Oriental Jicheng Co.Ltd(002819) (hereinafter referred to as “the company” or ” Beijing Oriental Jicheng Co.Ltd(002819) “) held the 8th meeting of the 5th board of directors on March 28, 2022, deliberated and adopted the proposal on the acceptance of financial assistance and related party transactions by dongke factoring, the holding subsidiary of the company. In 2022, the controlling shareholder of the company, Dongfang Keyi Holding Group Co., Ltd. (hereinafter referred to as “the controlling shareholder” or “Dongfang Keyi holding”) and its holding subsidiaries, It is proposed to provide loans to dongke (Shanghai) commercial factoring Co., Ltd. (hereinafter referred to as “dongke factoring”), the holding subsidiary of the company. It is estimated that the loan amount will not exceed RMB 400 million, the annual interest rate will not exceed 5.5%, and the term will not exceed 12 months.
2. Association relationship
The controlling shareholder of Dongfang Keyi company is 23.91%. The holding subsidiaries of Dongfang Keyi holdings are also related parties of the company. Related directors Mr. Wang Ge, Mr. Wang Jianping and Mr. Zhang Guangping avoided voting on the proposal in the board of directors. This transaction has been approved by the independent directors of the company in advance and agreed to submit it to the board of directors to perform the voting procedures of related party transactions. The independent directors of the company have issued independent opinions. The independent directors believe that the related party transaction is to meet the company’s capital turnover and alleviate the capital pressure. Both parties of the related party transaction are based on equality and mutual benefit and follow the principle of marketization. There is no situation of occupying the company’s funds and damaging the interests of the company and other shareholders, especially small and medium-sized shareholders. The voting procedure of the board of directors on the related party transaction is legal, Comply with the provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations and the articles of association. Therefore, it is agreed that the company’s holding subsidiary borrows from related parties this time.
The related party transaction needs to be submitted to the general meeting of shareholders for deliberation, and the related parties interested in the related party transaction will avoid voting.
2、 Basic information of related parties
1. Name of related party: Dongfang Keyi Holding Group Co., Ltd
(1) Legal representative: Wang Ge
(2) Registered capital: 150 million yuan
(3) Address: 14 / F, Yindu building, No. 67, Fucheng Road, Haidian District, Beijing
(4) Date of establishment: October 22, 1983
(5) Business scope: self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies limited or prohibited by the state (no import and export commodity catalogue is attached); Operation of incoming material processing and “three supplies and one compensation” business; To engage in counter trade and entrepot trade; Sell the above import and export commodities, building materials, daily necessities, office supplies, sporting goods, auto parts and automobiles (excluding passenger cars with less than nine seats); Leasing instruments and equipment; Packaging and storage of goods; Consulting services for foreign business and trade; Organize exhibitions and technical exchanges; Provide technical maintenance and technical consulting services; Sales of class II and III medical devices. (market entities shall independently choose business items and carry out business activities according to law; sales of class III medical devices and projects subject to approval 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 prohibited and restricted by national and municipal industrial policies.)
(6) Financial data
Project as of December 31, 2021
Total assets (yuan): 1947741756017
Net assets (yuan): 566712802079
Project from January to December 2021
Main business income (yuan): 93302124443
Net profit (yuan): 46669307058
The audit institution has not been audited
Note: it is the data in the consolidated financial statements of Dongfang Keyi holdings.
2. Performance capability analysis
Dongfang Keyi holdings and its holding subsidiaries are in good financial condition, with high profits and assets, and are able to perform relevant related party transaction contracts.
3、 Main contents of related party transactions
The controlling shareholder of the company and its subsidiaries provide loans to dongke factoring, the holding subsidiary of the company, for the daily operation of dongke factoring and the issuance of factoring funds.
4、 Accumulated amount of related party transactions with Dongfang Keyi holdings and its holding subsidiaries
As of December 31, 2021, the company has accumulated daily related party transactions with Dongfang Keyi holdings and its holding subsidiaries of RMB 7.5649 million; The amount of interest arising from the loan is 9.3329 million yuan.
5、 Purpose of related party transactions and its impact on Listed Companies
The company’s holding subsidiary borrows from related parties mainly for operating turnover and issuing factoring funds, which can meet the capital turnover of dongke factoring and alleviate the capital pressure, without occupying the company’s funds. The loan interest rate of this related party transaction is fair, does not affect the independence of the company, and does not damage the interests of the company and its shareholders, especially minority shareholders and non related shareholders.
6、 Prior approval and independent opinions of independent directors of the company
The independent directors of the company recognized the above related party transactions in advance and expressed their consent: the related party transactions between the company and related enterprises did not harm the interests of the company and minority shareholders; The related party transactions between the company and its affiliated enterprises are normal transactions, and the transactions are priced based on the market price. They do not violate the principles of openness, fairness and, and will not affect the independence of the company. After verification, the deliberation and decision-making procedures of the above related party transactions comply with the provisions of relevant laws and regulations and the articles of association, and we unanimously agree to this proposal. 7、 Documents for future reference
1. Resolutions of the 8th meeting of the 5th board of directors;
2. Prior approval opinions of independent directors;
3. Independent opinions of independent directors;
4. Resolution of the 7th Meeting of the 5th board of supervisors.
It is hereby announced.
Beijing Oriental Jicheng Co.Ltd(002819) board of directors March 29, 2002
