Securities code: 688151 securities abbreviation: Huaqiang technology Announcement No.: 2022019 Hubei Huaqiang Technology Co., Ltd
Announcement on re signing the financial service agreement and related party transactions with Ordnance Equipment Group Finance Co., Ltd
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
In order to further improve the company's financing channels, optimize the financial management of Hubei Huaqiang Technology Co., Ltd. (hereinafter referred to as the "company") and improve the efficiency of fund use, the company plans to re sign the financial service agreement with Ordnance Equipment Group Finance Co., Ltd. (hereinafter referred to as the "ordnance finance company"), and the original financial service agreement shall be terminated from the effective date of the new financial service agreement. Ordnance finance company is an enterprise controlled by 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 company is an affiliated legal person of the company, and this transaction constitutes a connected transaction.
Agreement amount: during the agreement period, according to the relevant provisions of the financial services agreement and on the basis of compliance with relevant provisions, the maximum daily deposit balance of the company in the military finance company 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); The military finance company will provide the company with a comprehensive credit of no more than 500 million yuan. The specific implementation will be agreed in a separate agreement according to the situation of the company on the premise of complying with the relevant provisions of the financial service agreement.
This connected transaction is fair and reasonable, will not damage the interests of the company and all shareholders, and will not rely on connected persons.
This related party transaction still needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Overview of related party transactions
On June 15, 2020, the company signed the financial service agreement with the ordnance finance company, stipulating 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 not exceed RMB 400 million, and the deposit amount shall not be higher than the loan amount. The military 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 company, and the original financial service agreement will be terminated from the effective date of the new financial service agreement.
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 company 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 company is an affiliated legal person of the company, and this transaction constitutes a connected transaction. Related directors Mr. Wei Xifu, Mr. Shi Lei, Ms. Gao yingmiao and Mr. Xu Bin abstained from voting, while non related directors considered and adopted the above proposal with 5 affirmative votes, 0 negative votes and 0 abstention votes. The audit and Risk Management Committee of the board of directors of the company agreed to the above matters, and the independent directors expressed their prior approval opinions and agreed independent opinions on the above matters. According to the articles of association and other relevant provisions, this matter needs to be submitted to the general meeting of shareholders for deliberation, and the related shareholders will withdraw from voting
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 ordnance finance company are 78.233 billion yuan, and the net assets are 8.502 billion yuan. In 2021, the company realized an operating revenue of 2.096 billion yuan and a net profit of 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 company is an enterprise controlled by China Ordnance Equipment Group Co., Ltd. According to the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, ordnance finance company is an affiliated legal person of the company.
(IV) others
After inquiry, the ordnance finance company 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 in the ordnance finance company, and deposits the funds into the deposit account opened in the ordnance finance company in the principle of free access. The deposit forms can be current deposit, time deposit, notice deposit, agreement deposit, etc; The funds raised by the company shall not be deposited in the military finance company.
(III) during the term of validity of this agreement, the maximum daily deposit balance of the company in the ordnance finance company 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 company to the company is RMB 500 million. The ordnance finance company designs scientific and reasonable financing schemes for the company and provides comprehensive credit, bill discount and other credit services.
(V) the ordnance finance company ensures the safety of the company's deposits and cashes them in full and in time when the company puts forward capital needs.
(VI) the ordnance finance company promises to abide by the following principles while providing the above financial services for the company and its subsidiaries:
1. The deposit interest rate of military finance company providing deposit services 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 military finance company 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 grade credit interest rates and rates obtained by the company in other Chinese financial institutions in the same period.
3. If the price set by the financial company is higher than the fair price set by the state or other financial standards, it shall not provide financial services to the financial market in accordance with the fair price set by the financial company.
4. The ordnance finance company 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 circumstances, the ordnance finance company shall timely notify the company and take or cooperate with the company to take corresponding measures:
(I) the ordnance finance company violates Article 31, 32 or 33 of the measures for the administration of enterprise group finance companies;
(II) any financial index of the ordnance finance company does not meet the requirements specified in Article 34 of the measures for the administration of enterprise group finance 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 and criminal cases involving directors or senior managers in the military finance company;
(IV) major institutional changes, equity transactions or business risks that may affect the normal operation of the ordnance finance company;
(V) the liabilities of the shareholders of the ordnance finance company to the finance company are overdue for more than one year;
(VI) the ordnance finance company has a serious payment crisis;
(VII) the loss of the ordnance finance company in the current year exceeds 30% of the registered capital, or the loss for three consecutive years exceeds 10% of the registered capital;
(VIII) the ordnance finance company 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 company 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、 Necessity of related party transactions and its impact on Listed Companies
(I) the Company re signed the financial service agreement with the ordnance finance company 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 company 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, ordnance finance company 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 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、 Accumulated various connected transactions with the connected person
The company signed the financial service agreement (valid for three years) with the ordnance finance company on June 15, 2020. Up to now, the related party transactions between the company and its subsidiaries and the ordnance finance company have been carried out in accordance with the relevant provisions of the agreement. As of February 28, 2022, the balance of the company's and its subsidiaries' margin deposits in the ordnance finance company was 2.0918 million yuan, and the balance of acceptance bill business was 209185 million yuan.
7、 Review procedures of related party transactions
(I) review
On March 25, 2022, the company held the 15th meeting of the first board of directors and considered the proposal on re signing the financial service agreement and related party transactions with Ordnance Equipment Group Finance Co., Ltd. the related directors Mr. Wei Xifu, Mr. Shi Lei, Gao Ying Miao nvshi and Mr. Xu Bin avoided voting, and the non related directors considered and adopted the above proposal with 5 votes in favor, 0 votes against and 0 abstentions; On the same day, the company held the 7th Meeting of the first board of supervisors to review the proposal on re signing the financial service agreement and related party transactions with Ordnance Equipment Group Finance Co., Ltd., and considered and adopted the above proposal with 3 votes in favor, 0 votes against and 0 abstentions. The proposal still 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 audit and risk management committee
The audit and Risk Management Committee believes that 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 to make full use of the financial service platform provided by the finance company, expand financing channels, optimize the company's financial management and improve 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, we agree 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 of the company for deliberation, and the related directors should avoid voting.
(III) prior approval opinions of independent directors
The independent directors believe that the Ordnance Equipment Group Finance Co., Ltd. has the relevant qualifications to carry out financial service business with the company, and its operation is in good condition, its business operation is legal and compliant, its management system is sound, its risk management is effective and its performance ability is good. 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 agree 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
