Huatai United Securities Co., Ltd
About Hubei Huaqiang Technology Co., Ltd
And Ordnance Equipment Group Finance Co., Ltd
Re signing the financial services agreement and verification opinions on related party transactions
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor”) as the sponsor of Hubei Huaqiang Technology Co., Ltd. (hereinafter referred to as “Huaqiang technology” or “company”) for initial public offering and listing on the science and innovation board, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the guidelines for the articles of association of listed companies The measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant provisions have verified the re signing of the financial service agreement and related party transactions by Huaqiang technology and Ordnance Equipment Group Finance Co., Ltd. (hereinafter referred to as “ordnance finance department”). The specific circumstances are as follows: 1 Overview of related party transactions
After the deliberation and approval of the eighth meeting of the first board of directors and the first extraordinary general meeting of shareholders in 2020, the company signed the financial service agreement with the ordnance finance department on June 15, 2020, which agreed that the deposit balance of the company and its subsidiaries in the ordnance finance company shall not exceed 50% of the company’s total self owned funds and 400 million yuan, and the deposit amount shall not be higher than the loan amount. The weapon equipment finance company provides the company with a comprehensive credit of no more than 500 million yuan, which is valid for three years.
In order to further improve the company’s financing channels, optimize the company’s financial management and improve the efficiency of fund use, the company plans to re sign the financial service agreement with the ordnance finance department, and the original financial service agreement will be terminated from the date when the new financial service agreement takes effect.
On March 25, 2022, the company held the 15th meeting of the first board of directors and the 7th Meeting of the first board of supervisors, deliberated and adopted the proposal on re signing the financial service agreement and related party transactions with Ordnance Equipment Group Finance Co., Ltd. Ordnance finance department is an enterprise controlled by China Ordnance Equipment Group Co., Ltd., the controlling shareholder of the company. According to item 15.1 (14) of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, ordnance finance department is an affiliated legal person of the company. This transaction constitutes a connected transaction, and the affiliated directors Wei Xifu, Shi Lei, Gao yingmiao and Xu Bin avoided voting. According to the articles of association and other relevant provisions,
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
(I) introduction to related parties
Enterprise name: Ordnance Equipment Group Finance Co., Ltd
Legal representative: Cui Yunjiang
Registered capital: 3033 million yuan
Company type: other limited liability companies
Date of establishment: October 21, 2005
Unified social credit Code: 91110 Berry Genomics Co.Ltd(000710) 9336571
Registered place and main production and operation place: 5 / F, No. 3 scientific research office building, No. 10 Institute, Lane ditch, Haidian District, Beijing
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 and entrusted investment 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; Issue financial corporate bonds upon approval; Underwriting corporate bonds of member units; Securities investment; Consumer credit, buyer’s credit and financial leasing of products of member units. (enterprises shall independently choose business projects according to law and carry out business activities with the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by the industrial policies of this city).
Major shareholders: China Ordnance Equipment Group Co., Ltd. holds 22.90%, Nanfang Industrial Asset Management Co., Ltd. holds 22.60%, and China Chongqing Changan Automobile Company Limited(000625) Group Co., Ltd. holds 13.27%.
(II) main financial data of related parties
As of December 31, 2021, the total assets of the ordnance finance department were 78.233 billion yuan and the net assets were 8.502 billion yuan; In 2021, the operating revenue was 2.096 billion yuan and the net profit was 832 million yuan. The capital adequacy ratio is 11.70%, the non-performing asset ratio is 0, and the asset quality is good.
(III) description of association relationship
China Ordnance Equipment Group Co., Ltd. is the controlling shareholder of the company, and ordnance finance department is an enterprise controlled by China Ordnance Equipment Group Co., Ltd. According to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board, the ordnance finance department is the affiliated legal person of the company.
(IV) others
After inquiry, the ordnance finance department is not a dishonest executee, its business is in good condition, and all businesses can be carried out in strict accordance with the internal control system and process, without major risks; The business operation is legal and compliant, the management system is sound, the risk management is effective, and the performance ability is good.
3、 Main contents of financial services agreement
(I) service content
1. Deposit service
2. Settlement service
3. Credit and related credit services
4. Other financial services approved by the China Banking and Insurance Regulatory Commission (foreign exchange business such as foreign exchange settlement and management, entrusted business such as entrusted loan and entrusted investment, consulting and agency business such as financial and financing consulting, as well as factoring, letter of guarantee, bond underwriting, financial leasing, provision of guarantee, insurance agency, etc.)
(II) the company opens a deposit account with the ordnance finance department, and deposits the funds into the deposit account opened with the ordnance finance department in the principle of free access. The deposit forms can be current deposit, time deposit, notice deposit, agreement deposit, etc; The special funds raised by the company shall not be deposited in the military finance department.
(III) during the validity of this agreement, the maximum daily deposit balance of the company in the ordnance finance department shall not be higher than RMB 2 billion in principle (this amount is the maximum amount and does not include the funds raised by the company on the market).
(IV) the maximum total credit granted by the ordnance finance department to the company is RMB 500 million. The ordnance finance department designs scientific and reasonable financing schemes for the company and provides comprehensive credit, bill discount and other credit services.
(V) the ordnance finance department ensures the capital security of the company’s deposits and cashes them in full and in time when the company puts forward capital needs.
(VI) while providing the above-mentioned financial services for the company and its subsidiaries, the ordnance finance department promises to abide by the following principles:
1. The deposit interest rate provided by the military finance department for the company will be determined according to the deposit interest rate of similar deposits in the same period uniformly issued by the people’s Bank of China, and will not be lower than the deposit interest rate of the same grade obtained by the company in other Chinese financial institutions in the same period.
2. The Department of ordnance finance provides preferential credit interest rates and rates for loans, bill discount, bill acceptance and other credit businesses provided by the company, which are not higher than the same level of credit interest rates and rates obtained by the company in other Chinese financial institutions in the same period.
3. For other financial services provided by the ordnance finance department to the company, the price of financial services shall be set according to the principle of fairness and reasonableness and not higher than the market fair price or the standard specified by the state.
4. The ordnance finance department provides the company with payment services and collection services free of charge, as well as other auxiliary services related to settlement business.
4、 Risk control measures
In case of any of the following situations, the ordnance finance department shall timely notify the company and take or cooperate with the company to take corresponding measures:
(I) the ordnance finance department violates Articles 31, 32 and 33 of the measures for the administration of enterprise group financial companies;
(II) any financial index of the ordnance finance department does not meet the requirements specified in Article 34 of the measures for the administration of enterprise group financial companies;
(III) major events such as withdrawal of deposits, failure to pay due debts, serious failure of computer system, robbery or fraud, serious violation of discipline by directors or senior managers, criminal cases and so on; (IV) major institutional changes, equity transactions or business risks that may affect the normal operation of the ordnance finance department;
(V) the liabilities of the shareholders of the ordnance finance department to the ordnance finance department are overdue for more than one year;
(VI) there is a serious payment crisis in the ordnance finance department;
(VII) the loss of the ordnance finance department in the current year exceeds 30% of the registered capital or 10% of the registered capital for three consecutive years;
(VIII) the ordnance finance department is subject to administrative punishment by Bank Of China Limited(601988) Insurance Regulatory Commission and other regulatory authorities for violation of laws and regulations;
(IX) the ordnance finance department was ordered to rectify by Bank Of China Limited(601988) Insurance Regulatory Commission;
(x) other matters that may bring potential safety hazards to the company’s deposited funds.
5、 Purpose and influence of related party transactions
(I) the Company re signed the financial service agreement with the ordnance finance department this time, which is conducive to further improving the company’s financing channels, reducing financing costs, improving the efficiency of capital use and enhancing the ability of capital allocation.
(II) the deposit interest rate provided by the ordnance finance department for the company and its subsidiaries will not be lower than the benchmark deposit interest rate of the people’s Bank of China at the same level in the same period, the loan interest rate provided will not be higher than the loan interest rate of the same type of domestic commercial banks in the same period, and the fee standard for other financial services except deposits and loans will not be higher than the similar fee standard charged by domestic commercial banks in the same period, And the fund settlement business provided does not charge fund remittance fees. This will help the company and its subsidiaries improve the income level of funds, save transaction costs and expenses, and further improve the use level and efficiency of funds.
(III) as a settlement platform, the ordnance finance department is conducive to obtaining convenient and efficient settlement services between the company and its subsidiaries and ordnance equipment group and other affiliated enterprises, reducing the transit time of funds and accelerating the capital turnover.
(IV) this connected transaction is fair and reasonable, which is conducive to broadening the company’s financing channels, optimizing the company’s financial management, improving the efficiency of capital use, providing financial support and smooth financing channels for the company’s long-term development, and has no negative impact on the company’s sustainable operation ability, profit and loss and asset status. There is no behavior that damages the interests of the company and all shareholders, especially minority shareholders. The company and related parties are independent in terms of business, personnel, finance, assets and institutions. This related party transaction will not affect the independence of the company, and the company will not rely on related parties.
6、 Review procedures and special opinions
(I) review
On March 25, 2022, the 15th meeting of the first board of directors and the 7th Meeting of the first board of supervisors deliberated and adopted the proposal on re signing the financial service agreement and related party transactions with Ordnance Equipment Group Finance Co., Ltd., and the related directors Wei Xifu, Shi Lei, Gao yingmiao and Xu bin avoided voting. According to the articles of association and other relevant provisions, this matter needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders will avoid voting.
(II) opinions of the audit committee of the board of directors
The re signing of the financial service agreement and related party transactions between the company and Ordnance Equipment Group Finance Co., Ltd. follows the principle of equality and voluntariness, which is conducive to the company making full use of the financial service platform provided by the finance company, broadening financing channels, optimizing the company’s financial management and improving the efficiency of fund use. The pricing of related party transactions involved is fair and reasonable, and the decision-making procedures comply with the requirements of relevant laws and regulations and the provisions of the articles of association. There is no situation that damages the interests of the company or shareholders, especially the interests of non affiliated shareholders and minority shareholders.
In conclusion, the audit and risk management committee agreed to submit the proposal on re signing the financial service agreement and related party transactions with Ordnance Equipment Group Finance Co., Ltd. to the 15th meeting of the first board of directors for deliberation, and the related directors should avoid voting.
(III) prior approval opinions of independent directors
The ordnance finance department has the relevant qualifications to carry out financial service business with the company. It has good business conditions, legal and compliant business operation, sound management system, effective risk management and good performance ability. This connected transaction complies with the provisions of relevant laws and regulations, is conducive to improving the company’s financing channels, optimizing the company’s financial management and improving the efficiency of fund use, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders and non connected shareholders. We unanimously agreed to submit the proposal to the 15th meeting of the first board of directors of the company for deliberation. Related directors shall avoid voting when considering the related party transaction.
(IV) opinions of independent directors
The re signing of the financial service agreement and related party transactions between the company and the ordnance finance department belongs to the needs of the company’s normal daily operation and complies with the provisions of relevant laws and regulations. All parties to the transaction follow the principles of voluntariness, fairness and impartiality. The fair transaction is conducive to improving the company’s financing channels, optimizing the company’s financial management and improving the efficiency of capital use, without damaging the company and all shareholders, Especially the interests of minority shareholders and non affiliated shareholders. When the board of directors considered the proposal, the related directors avoided voting, which was in line with the provisions of relevant laws, regulations and the articles of association.
(V) opinions of the board of supervisors
The Company re signed the financial service agreement with the ordnance finance department to further improve the company’s financing channels, optimize the company’s financial management and improve the efficiency of fund use. It is based on the market principle, the contents of the agreement are legal and compliant, the agreed terms are fair and fair, the pricing of related party transactions involved is fair and reasonable, and the decision-making procedures comply with the requirements of relevant laws and regulations and the provisions of the articles of association. This related party transaction will not affect the independence of the company, and the company will not rely on related parties. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The board of supervisors of the company also passed the proposal on re signing the financial service agreement and related party transactions with Ordnance Equipment Group Finance Co., Ltd.
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The company has performed necessary procedures for this related party transaction, which has been deliberated and approved at the 15th meeting of the first board of directors and the 7th Meeting of the first board of supervisors. The related directors have avoided voting, and the independent directors have made prior recognition and expressed explicit consent. This related party transaction still needs to be deliberated by the general meeting of shareholders. The decision-making procedures of this connected transaction comply with relevant laws, regulations and the articles of association. The fair pricing of this related party transaction is to meet the needs of the company’s operation and development, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Sponsor’s response to
