Stock abbreviation: Wanxiang Qianchao Co.Ltd(000559) Stock Code: Wanxiang Qianchao Co.Ltd(000559) No.: 2022010
Wanxiang Qianchao Co.Ltd(000559)
About signing with Wanxiang Finance Co., Ltd
Announcement on related party transactions of the financial services framework agreement
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、 Overview of related party transactions
1. In 2022, the company plans to continue to sign the financial services framework agreement with Wanxiang Finance Co., Ltd. (hereinafter referred to as “Wanxiang finance”), which will provide the company and its holding subsidiaries with deposit, settlement, credit and other financial services approved by Bank Of China Limited(601988) Industry Regulatory Commission.
2. Wanxiang finance is the holding subsidiary of Wanxiang Group, the controlling shareholder of the company. According to the provisions of the stock listing rules of Shenzhen Stock Exchange, the company and Wanxiang finance form a related party relationship, so this transaction constitutes a related party transaction.
3. The ninth meeting of the ninth board of directors held on March 29, 2022 voted and passed the proposal on signing the financial service framework agreement with Wanxiang Finance Co., Ltd., and the related directors Guan Dayuan, Ni pin, Xu Xiaojian, Shen Zhijun and Wei Junyong avoided voting.
The related party transaction still needs to be approved by the general meeting of shareholders, and the related shareholders interested in the related party transaction will give up their voting rights on the proposal at the general meeting of shareholders.
4. Wanxiang finance is a non bank financial institution approved by the head office of the people’s Bank of China. Its function is to provide financial services for member enterprises in the group. Wanxiang finance is a member enterprise of Wanxiang Group together with the company. The company is the second largest shareholder of Wanxiang Finance (accounting for 17.83%) and one of the main backbone member enterprises of Wanxiang Group. In order to make full use of the advantages of financial resources of Wanxiang finance, reduce the company’s financial operation cost, ensure the financing and use of funds, improve the enterprise efficiency, ensure the unified dispatching and supervision of funds of subordinate subsidiaries and improve the efficiency of centralized use of funds, Therefore, the company signed the financial service framework agreement with Wanxiang finance company to make use of its financial resource platform. 5. In order to effectively prevent, timely control and resolve the risks of the company’s and its subsidiaries’ deposits in Wanxiang Finance Co., Ltd., the company has formulated the emergency response plan for the risks of deposits in Wanxiang Finance Co., Ltd., so as to maintain the safety of the company’s and its subsidiaries’ deposits and ensure the liquidity and profitability of funds.
6. 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
1. Wanxiang finance, established on August 22, 2002, is a non bank financial institution approved by the people’s Bank of China and supervised by the Bank Of China Limited(601988) Industry Regulatory Commission. Wanxiang Group Co., Ltd. Wanxiang Qianchao Co.Ltd(000559) , Wanxiang Sannong Group Co., Ltd. Wanxiang Doneed Co.Ltd(600371) jointly invested and established, with a registered capital of 1.2 billion yuan. Among them, Wanxiang Group holds 66.08% of the equity of the company, and the company holds 17.83% of the equity of the company.
2. Universal financial unified social credit Code: 913 Hanwei Electronics Group Corporation(300007) 42903006p; Financial license code: l0045h23 Shanghai Hajime Advanced Material Technology Co.Ltd(301000) 1; Legal representative of the company: Liu Yilin; Business scope: financial business approved by Bank Of China Limited(601988) Insurance Regulatory Commission.
3. Financial data of Wanxiang finance in 2021: as of December 31, 2021, the total assets of Wanxiang finance are 2 Shenzhen Liande Automatic Equipment Co.Ltd(300545) 2700 yuan and the net assets are 3055762100 yuan. In 2021, Wanxiang finance realized an operating revenue of 317555 million yuan and a net profit of 5004638 million yuan.
3、 Subject matter of related party transactions
1. The company and its holding subsidiaries open accounts in Wanxiang finance, which provides deposit, settlement, credit and other financial services approved by Bank Of China Limited(601988) Insurance Regulatory Commission.
2. In 2022, the daily deposit balance of the company and its holding subsidiaries in Wanxiang financial account shall not exceed 7 billion yuan (including bill deposit).
3. In 2022, Wanxiang finance provided a comprehensive credit line of 7 billion yuan to its subsidiaries (including 6.65 billion yuan of comprehensive credit line and 350 million yuan of comprehensive credit line requiring guarantee), which can be recycled within the scope of the credit line. The pricing principle is that the charge of the above comprehensive credit line is not higher than that of similar products or services in the market.
4、 Main contents and pricing basis of related party transactions
1. Service content: according to the needs of the company, Wanxiang finance provides deposit, settlement, credit and other financial services approved by Bank Of China Limited(601988) Insurance Regulatory Commission for the company and its subsidiaries.
2. Contract amount: (1) in 2022, the daily deposit balance of the company and its holding subsidiaries in Wanxiang financial account shall not exceed 7 billion yuan (including bill deposit). (2) In 2022, Wanxiang finance provided a comprehensive credit line of 7 billion yuan to its subsidiaries. 3. Pricing principle: the pricing of financial services shall be carried out in accordance with relevant national financial regulations. Within this scope, both parties shall strictly abide by the market fair price, which shall not be higher than the price or charging standard of an independent third party in the market in principle. The price determination of relevant transactions and other main terms must be fair and reasonable to all parties. Neither party shall use this agreement to damage the interests of the other party. 4. Term of agreement: the term of validity of the agreement shall come into force from the adoption of the general meeting of shareholders of the company to December 31, 2022. Before the agreement comes into force, that is, from January 1, 2022 to the day before the effective date of this agreement, the related party transactions related to financial services shall comply with the provisions of this framework agreement.
5. Risk control: Wanxiang finance shall ensure the safe operation of capital settlement network, ensure capital security and control capital risks; In case of any event that may cause major potential safety hazards to the company’s deposit funds, timely notify the company in writing and take measures to avoid losses.
5、 Risk assessment
In order to ensure the safety of the company’s funds in Wanxiang finance, the company hired Tianjian accounting firm to evaluate the business qualification, business and risk status of Wanxiang finance. Tianjian Certified Public Accountants issued the risk assessment report and believed that the risk assessment statement prepared by Wanxiang financial management truthfully reflected the business qualification, business and risk status of Wanxiang finance as of December 31, 2021.
6、 Transaction purpose and impact on the company
In view of the needs of the company’s daily business activities, and in order to make full use of the resources of the company’s controlling shareholders, reduce the company’s operating costs, optimize the company’s financial management, improve the efficiency of capital use, reduce financing costs and financing risks, and provide capital guarantee and smooth financing channels for the long-term and steady development of the company.
7、 Opinions of independent directors
Prior approval opinion of independent directors: This connected transaction is a business required for the company’s daily business activities. Wanxiang Finance Co., Ltd. provides relevant financial services to the company within the business scope approved by the CBRC. The financial service framework agreement is reasonable and the pricing principle is fair, which is conducive to reducing the company’s operating costs. We agree that the related party transaction shall be submitted to the 9th meeting of the 9th board of directors of the company for deliberation.
Opinions of independent directors: the framework agreement on financial services signed between the company and Wanxiang Finance Co., Ltd. follows the principle of equality and voluntariness, and the pricing principle is fair, without damaging the interests of the company and minority shareholders. This connected transaction is conducive to optimizing the company’s financial management, improving the efficiency of capital use, and reducing financing costs and risks. We agree to the related party transaction. It is hereby announced.
Wanxiang Qianchao Co.Ltd(000559)
Board of directors
March 30, 2002
