Securities code: Beijing Oriental Jicheng Co.Ltd(002819) securities abbreviation: Beijing Oriental Jicheng Co.Ltd(002819) Announcement No.: 2022016 Beijing Oriental Jicheng Co.Ltd(002819)
About the influence of the company and its holding subsidiaries on its holding subsidiaries
Announcement of financial assistance
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.
Important content tips:
1. The objects of this subsidy are dongke (Shanghai) commercial factoring Co., Ltd. (hereinafter referred to as "dongke factoring"), Beijing Dongfang Tianchang Technology Service Co., Ltd. (hereinafter referred to as "Dongfang Tianchang"), and Zhongke Jinzhi Digital Technology Co., Ltd. (hereinafter referred to as "Zhongke Jinzhi"), The company intends to provide financial assistance to the above holding subsidiaries with its own funds up to RMB 250 million, RMB 5 million and RMB 30 million respectively, and the total amount of financial assistance is no more than RMB 285 million. The service life of dongke factoring and Dongfang Tianchang funds is one year from the date of payment arrival, and the service life of Zhongke Jinzhi funds is three years from the date of payment arrival. If it is necessary to extend the loan after the expiration of the loan, It can be postponed if both parties reach an agreement through friendly agreement. The loan interest rate is determined by the annual interest rate of no more than 5.5%. The interest is calculated according to the loan amount and actual occupied days from the date of loan, and the interest is paid once a quarter.
2. This transaction does not constitute a connected transaction stipulated in the Listing Rules of Shenzhen Stock Exchange, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
3. This transaction has been deliberated and approved at the 8th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors of the company, and does not need to be submitted to the general meeting of shareholders for deliberation and approval.
Beijing Oriental Jicheng Co.Ltd(002819) (hereinafter referred to as "the company") disclosed the announcement on the financial assistance provided by the company and its holding subsidiaries to the holding subsidiary dongke factoring on March 20, 2019 (Announcement No.: 2019022), and agreed that the company would provide financial assistance of RMB 180 million to the holding subsidiary dongke factoring. On March 28, 2022, the company held the 8th meeting of the 5th board of directors to review and approve the proposal on the financial assistance provided by the company and its holding subsidiaries to the holding subsidiaries. In 2022, the company will re provide financial assistance to the holding subsidiaries, and the maximum amount of financial assistance to dongke factoring, Dongfang Tianchang and Zhongke Jinzhi shall not exceed RMB 250 million, RMB 5 million and RMB 30 million respectively. The total amount of subsidy funds shall not exceed RMB 285 million. The relevant matters are hereby announced as follows:
1、 Overview of financial assistance
In order to support the business development of the company's holding subsidiaries and meet the capital needs of their operation and development, without affecting the normal operation of the company, the company plans to use its own funds to provide financial assistance to the holding subsidiaries dongke factoring, Dongfang Tianchang and Zhongke Jinzhi, as follows: 1. Amount of subsidy funds: the total amount shall not exceed RMB 285 million, dongke factoring, Dongfang Tianchang The actual amount owed by Zhongke Jinzhi to the company shall be subject to the certificate issued by the opening bank of the company and transferred to its bank account.
2. Source of funds: the company's own funds.
3. Fund use cost: the interest rate of the loan is determined by the annual interest rate of no more than 5.5%. The interest is calculated according to the loan amount and actual occupied days from the date of loan, and the interest is paid quarterly.
4. Use period of funds: one year from the date of payment arrival for dongke factoring and Dongfang Tianchang, and three years from the date of payment arrival for Zhongke Jinzhi. If it is necessary to extend the loan after the expiration of the loan period, it can be extended according to the friendly agreement of both parties.
5. Fund purpose: daily working capital.
6. The board of directors of the company authorizes the chairman of the company to handle the signing of agreements related to this financial assistance, the payment of financial assistance funds and the signing of supplementary agreements on outstanding matters.
7. This financial assistance does not belong to the situation that financial assistance is not allowed under the provisions of the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board.
The above matters have been deliberated and approved by the 8th meeting of the 5th board of directors with 9 votes in favor, 0 votes against and 0 abstentions. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the above amount is within the decision-making authority of the board of directors and does not need to be submitted to the general meeting of shareholders of the company for deliberation. The financial assistance provided this time does not constitute a related party transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of financial aid recipients
(I) dongke (Shanghai) commercial factoring Co., Ltd
1. Basic information
Name: dongke (Shanghai) commercial factoring Co., Ltd
Type: other limited liability companies
Address: room 18, floor 12, No. 89, Yunling East Road, Putuo District, Shanghai
Legal representative: Zheng Peng
Registered capital: 50 million yuan
Date of establishment: April 1, 2017
Business term: April 1, 2017 to March 31, 2047
Business scope: import and export factoring, Chinese and offshore factoring, and consulting services related to commercial factoring. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments].
2. Ownership structure
Name of shareholder shareholding ratio
Beijing Oriental Jicheng Co.Ltd(002819) 60%
Yongxin yingkai enterprise management center (limited partnership) 40%
3. Audited financial position
(unit: RMB 10000)
Project as of December 31, 2021
Total assets 4710290
Total liabilities 3951845
Owner's equity attributable to the parent company 758445
Project from January to December 2021
Operating income 515245
Net profit attributable to the owner of the parent company 101229
(II) Beijing Dongfang Tianchang Technology Service Co., Ltd
1. Basic information
Name: Beijing Dongfang Tianchang Technology Service Co., Ltd
Type: other limited liability companies
Address: room 811, No. 67, Fucheng Road, Haidian District, Beijing
Legal representative: Zheng Peng
Registered capital: 20.5 million yuan
Date of establishment: June 6, 2014
Business term: June 6, 2014 to June 5, 2034
Business scope: technology promotion, technology development, technical consultation, technical service and technology transfer; Mechanical equipment leasing (excluding car leasing); Maintenance of instruments and meters; Maintenance of office equipment; Maintain the computer; Sales of electronic products, communication equipment, household appliances, daily necessities, metal products, computers, software and auxiliary equipment, special equipment, mechanical equipment and electronic products; Maintenance of household electrical appliances (limited to the business scope of home electronic and electrical appliance maintenance industry); Leasing construction machinery and construction equipment; Engineering and technical research and test development; Software development; Natural science research and experimental development; Agricultural scientific research and experimental development; Air conditioning repair service; Wholesale household appliances and indoor household appliances.
(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.)
2. Ownership structure
Name of shareholder shareholding ratio
Beijing Oriental Jicheng Co.Ltd(002819) 51%
Beijing tianshihe Technology Co., Ltd. 29%
Changfeng Xinlian Technology Co., Ltd. 20%
3. Audited financial position
(unit: RMB 10000)
Project as of December 31, 2021
Total assets 689.71
Total liabilities 172.54
Owner's equity attributable to the parent company 517.17
Project from January to December 2021
Operating income 112598
Net profit attributable to owners of parent company -17.06
(III) Zhongke Jinzhi Digital Technology Co., Ltd
1. Basic information
Name: Zhongke Jinzhi Digital Technology Co., Ltd
Type: other limited liability companies
Address: 309, floor 3, building 1, yard 15, Xinya street, Daxing District, Beijing
Legal representative: Zheng Dawei
Registered capital: 10 million yuan
Date of establishment: March 10, 2022
Business term: from March 10, 2022 to no fixed term
Business scope: general projects: network and information security software development; Development of artificial intelligence application software; Blockchain technology related software and services; Software development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Safety consulting services; Design and construction services of safety technology prevention system; Digital video surveillance system sales; business management; Industrial Internet data service; Internet sales (except sales of goods requiring license); Integrated circuit sales; Information consulting services (excluding licensed information consulting services); Enterprise management consulting; Software sales; Sales of communication equipment; Wholesale of computer software, hardware and auxiliary equipment; Information technology consulting services; Information system integration service; Sales of security equipment; Internet of things application services; Planning and design management; Professional design services. (except for the projects that need to be approved according to law, carry out business activities independently according to law with the business license) (shall not engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this city.)
2. Ownership structure
Name of shareholder shareholding ratio
Beijing Oriental Jicheng Co.Ltd(002819) 35%
Beijing Jinxiu Zhiyuan enterprise management center (limited partnership) 29.79%
Beijing Jinxiu Xingfang enterprise management center (limited partnership) 19.71%
Yang Yushuang 8%
Li Wei 7.5%
3. Audited financial position
Zhongke Jinzhi Digital Technology Co., Ltd. is a newly established company with no financial data.
The above funded objects are not dishonest Executees, and other shareholders of the funded objects are not associated with the company.
3、 Financial aid risk prevention and control measures
The financial assistance provided by the company and its holding subsidiaries to its holding subsidiaries is carried out without affecting its normal operation. The funded object is the holding subsidiaries of the company. At present, the operation is stable, the financial situation is good, and it has established a good risk control system. The company will strengthen the evaluation of the investment projects of its subsidiaries in accordance with the requirements of the company's risk control system to ensure the safety of the company's funds.
Other shareholders of dongke factoring, Dongfang Tianchang and Zhongke Jinzhi were unable to provide financial assistance, so they did not provide financial assistance in the same proportion. However, the minority shareholders of dongke factoring, Dongfang Tianchang and Zhongke Jinzhi provided corresponding guarantees with their respective equity of the borrowing company, and there was no case of damaging the interests of the company.
4、 Relevant opinions
1. Opinions of the board of directors
The financial assistance provided by the company and its holding subsidiaries to its holding subsidiaries can meet the capital needs of its operation and development, provide better services, and bring more returns and income to the company and its holding subsidiaries. The pricing of capital occupation fee is fair and in line with the overall interests of the company. The funded object is the holding subsidiary of the company. At present, it has stable operation and good financial condition, and it has established a good risk control system.
2. Opinions of independent directors
The independent directors of the company expressed the following independent opinions on the above matters: after verification, we believe that the financial assistance provided by the company and its holding subsidiaries to the holding subsidiaries this time is conducive to promoting the development of the company, so as to further improve the overall performance level of the company and make the pricing of capital utilization fees fair. In order to ensure fairness and rationality, for those who do not fully follow the actual situation
