Securities code: Shanghai Huayi Group Corporation Limited(600623) 900909 stock abbreviation: Shanghai Huayi Group Corporation Limited(600623) Huayi B share No.: 2022013 Shanghai Huayi Group Corporation Limited(600623)
About cooperation with Shanghai Huayi (Group) Co., Ltd
Announcement on signing the financial services agreement and related party transactions
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
In order to optimize financing channels and improve the use level and efficiency of funds, Shanghai Shanghai Huayi Group Corporation Limited(600623) (hereinafter referred to as “the company”) subsidiary Shanghai Huayi Group Corporation Limited(600623) Finance Co., Ltd. (hereinafter referred to as “the finance company”) plans to sign a financial service agreement with the controlling shareholder Shanghai Huayi (Group) Company (hereinafter referred to as “Shanghai Huayi”) to provide deposit services, loan services Settlement services and other businesses approved by Bank Of China Limited(601988) Insurance Regulatory Commission.
In 2021, the balance of deposit taking business between the company and Shanghai Huayi and its subsidiaries (excluding the company and its subsidiaries) was 9.406 billion yuan, and the balance of loan issuing business was 4.787 billion yuan.
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
In order to optimize financing channels and improve the use level and efficiency of funds, the company’s subsidiary Shanghai Shanghai Huayi Group Corporation Limited(600623) Finance Co., Ltd. (hereinafter referred to as “finance company”) plans to sign the financial service agreement with Shanghai Huayi (Group) Company (hereinafter referred to as “Shanghai Huayi”), and the finance company will provide deposit services, loan services Settlement services and other businesses approved by Bank Of China Limited(601988) Insurance Regulatory Commission. The agreement is valid for three years.
Shanghai Huayi is the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction.
2、 Introduction to related parties
Company name: Shanghai Huayi (Group) Co., Ltd
Date of establishment: January 23, 1997
Address: No. 560, Shanghai Xujiahui Commercial Co.Ltd(002561) Road, Huangpu District, Shanghai
Legal representative: Liu Xunfeng
Registered capital: 328108 million yuan
Business scope: general projects: operation and management of state-owned assets within the scope of authorization, industrial investment, sales of chemical products and equipment, technical services, technology development, technical consultation, technical exchange, technology transfer, technology promotion, investment in pharmaceutical products, engineering installation, maintenance and contracting services of chemical and pharmaceutical equipment, contracting overseas chemical projects and domestic international bidding projects, equipment required for the above overseas projects For the export of materials, the labor personnel required for the implementation of the above overseas projects shall be dispatched to engage in the import and export business of goods and technology. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
As of December 31, 2020, the total assets of Shanghai Huayi were 78.841 billion yuan, the owner’s equity was 36.512 billion yuan, and the total liabilities were 42.329 billion yuan; In 2020, Shanghai Huayi achieved an operating revenue of 42.402 billion yuan and a net profit of 1.654 billion yuan.
In 2021, the balance of deposit taking business between the company and Shanghai Huayi and its subsidiaries (excluding the company and its subsidiaries) was 9.406 billion yuan, and the balance of loan issuing business was 4.787 billion yuan. Lixin Certified Public Accountants issued the special instructions on deposits, loans and other financial businesses involving related party transactions of financial companies in Shanghai Huayi Group Corporation Limited(600623) 2021 (see the website of Shanghai stock exchange for details) http://www.sse.com.cn. )。
3、 Basic information of related party transactions
(I) subject matter of transaction
Deposit service, loan service, settlement service and other businesses that the finance company can engage in with the approval of Bank Of China Limited(601988) Insurance Regulatory Commission.
(II) pricing policy and basis of related party transactions
The interest rate of deposit and loan services shall be determined by referring to the corresponding market interest rate and charging standard (referring to the interest rate and charging standard determined by an independent third-party commercial bank to provide the same kind of financial services in the same service location or adjacent areas according to normal commercial terms in its daily business), in accordance with the principles of fairness and rationality, and in line with the requirements of industry self-discipline.
The service fees for settlement services and other financial services shall be determined on the principle that they shall not be lower than the handling fees for the same kind of services provided by the finance company to other member units with the same credit rating.
4、 Main contents and terms of financial service agreement
(I) service content
Party A: Shanghai Huayi (Group) Co., Ltd
Party B: Shanghai Shanghai Huayi Group Corporation Limited(600623) Finance Co., Ltd
Party B provides a series of financial services to Party A and its holding subsidiaries (in the following text, “party a” refers to “Party A and its holding subsidiaries, excluding Shanghai Huayi Group Corporation Limited(600623) and its subsidiaries”). Both parties confirm and agree that for the specific content of each business under this agreement, Party a and Party B or their contacts have the right to, Specific agreements shall be signed separately.
According to the current financial license, Party B provides deposit services, loan services, settlement services and other businesses that Party B can engage in with the approval of Bank Of China Limited(601988) Insurance Regulatory Commission.
The maximum loan balance provided by Party B to Party A and Party A’s holding subsidiaries shall not exceed RMB 10 billion; Party A’s voluntary deposit absorption and its subsidiaries shall follow the principle of equality. The above-mentioned final transaction amount shall be applied and determined by Party A to Party B within the performance period of the agreement according to its specific business needs.
(II) pricing principle
The interest rate of the deposit and loan services provided by Party B to Party A shall be determined in accordance with the principles of fairness and rationality and in line with the requirements of industry self-discipline by referring to the corresponding market interest rate and charging standard (referring to the interest rate and charging standard determined by an independent third-party commercial bank to provide the same kind of financial services in the same service location or adjacent areas according to normal commercial terms in its daily business).
The service fee for Party B to provide settlement services and other financial services for Party A shall be determined according to the principle that it shall not be lower than the handling fee for Party B to provide the same kind of services to other member units with the same credit rating.
(III) signing and term of the agreement
This Agreement shall be established after being signed and sealed by the legal representatives or authorized representatives of both parties. The term of performance of this agreement is three years.
5、 Risk assessment and control measures
The finance company carries out its business in strict accordance with the business scope approved by Bank Of China Limited(601988) insurance supervision and Administration Commission, and prohibits operations beyond the scope. The finance company has set up a risk management department as a full-time department for risk assessment and control, and set up a strict loan “three inspection” system and “separation of loan approval” system to prevent, control, supervise and correct risks in advance.
The finance company conducts a comprehensive risk assessment of the loan business in combination with the borrower’s subject qualification, business status, profitability, business prospects, loan repayment ability, credit status and credit enhancement measures, analyzes the possible risks of the credit business and puts forward risk prevention measures; In combination with the current laws and regulations, review in advance whether the operation process and contract text of each loan business involve violations of laws and regulations, so as to ensure the compliance of the loan business.
6、 Purpose of related party transactions and its impact on Listed Companies
The finance company signed the financial service agreement with Shanghai Huayi, and the finance company will provide deposit services, loan services, settlement services and other businesses approved by Bank Of China Limited(601988) Insurance Regulatory Commission for Shanghai Huayi, which is conducive to optimizing financing channels, improving the level and efficiency of capital use and meets the needs of the company’s business development. This connected transaction will not damage the interests of the company and other shareholders, especially minority shareholders, nor will it affect the independence of the company.
7、 Review procedures for the performance of this transaction
This transaction has been deliberated and approved by the 17th meeting of the 10th board of directors of the company, and the related directors Mr. Liu Xunfeng, Ms. Wang Xia and Mr. Gu Lili have avoided voting. The audit committee of the board of directors issued a written review opinion on the transaction, considered that the pricing method of the transaction was reasonable, in line with the provisions of relevant laws and regulations, and in line with the interests of the company and all shareholders, and agreed to submit the proposal to the 17th meeting of the 10th board of directors of the company for deliberation.
The independent directors of the company have expressed their prior approval opinions and independent opinions on this matter, and believe that this connected transaction is conducive to optimizing financing channels, improving the level and efficiency of capital use, meeting the needs of the company’s business development, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
This connected transaction must be submitted to the general meeting of shareholders for deliberation and approval. Related parties interested in the above related party transactions will withdraw from voting at the general meeting of shareholders.
It is hereby announced.
Shanghai Huayi Group Corporation Limited(600623) board of directors March 29, 2002
