Securities code: Wanxiang Qianchao Co.Ltd(000559) securities abbreviation: Wanxiang Qianchao Co.Ltd(000559) Announcement No.: 2022018 Wanxiang Qianchao Co.Ltd(000559)
About signing with Wanxiang Group
Announcement on related party transactions of the framework agreement on fund lending
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
In view of the business development needs of Wanxiang Qianchao Co.Ltd(000559) (hereinafter referred to as “the company”), to provide guarantee for the immediate capital demand of the company, promote the long-term and steady development of the company, and reduce financing costs and financing risks, the controlling shareholder Wanxiang Group plans to provide inter-bank funds for the company and its subsidiaries, with a total amount of no more than 1.5 billion yuan, and the annual interest rate of relevant inter-bank funds shall be implemented in accordance with relevant national financial regulations, Within this scope, both parties strictly follow the market fair price and subject to the benchmark loan interest rate of the people’s Bank of China. The agreement is valid from the effective date to December 31, 2022. Within the limit, the company and its subsidiaries can be recycled.
Wanxiang Group is the controlling shareholder of the company and holds 63.97% of the shares of the company. According to the relevant provisions of the stock listing rules (revised in 2020) and the articles of association of Shenzhen Stock Exchange, this transaction constitutes a related party transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
The transaction has been deliberated and approved at the ninth meeting of the ninth board of directors of the company. The related directors Guan Dayuan, Ni pin, Xu Xiaojian, Shen Zhijun and Wei Junyong avoided voting, and the independent directors expressed their prior approval opinions and independent opinions on the transaction. This transaction is subject to the approval of the general meeting of shareholders, and the related parties interested in the related party transaction will withdraw from voting.
2、 Basic information of related parties
(I) basic information
Company name: Wanxiang Group
Unified social credit Code: 9133 Shahe Industrial Co.Ltd(000014) 2911934w
Legal representative: Lu weiding
Registered capital: 45 million yuan
Date of establishment: December 24, 1990
Registered address: Xiaoshan Economic and Technological Development Zone, Hangzhou, Zhejiang
Business scope: contracting overseas mechanical and electrical industry projects and domestic international bidding projects; Dispatch labor personnel to carry out the above overseas projects; Engage in power business (see the power business license of the people’s Republic of China for the scope, which is valid until September 23, 2032). Industrial investment; Manufacturing and sales of mechanical equipment and parts; R & D, production and sales of lithium ion power batteries and tourism and leisure electric vehicles; R & D, production, sales and technical services of new energy commercial vehicles and their parts, R & D of electric vehicles and their parts, auto parts, batteries and Cecep Solar Energy Co.Ltd(000591) products; Technical services for electric vehicles, automobiles and parts; Technology development, technical consultation and service; China Trade (including the sales of commercial vehicles, batteries and Cecep Solar Energy Co.Ltd(000591) products, except those restricted and prohibited by laws and regulations); Operate import and export business; Real estate development; Property management, asset management, enterprise management consulting.
The main financial data (Unaudited) of Wanxiang Group in the latest period (December 31, 2021) are total assets of 99433722100 yuan, net assets of 3782709900 yuan, operating income of 137525993100 yuan and net profit of 2232326500 yuan.
(II) relationship
Wanxiang Group is the controlling shareholder of the company. According to the stock listing rules (revised in 2020) and other relevant regulations of Shenzhen Stock Exchange, Wanxiang Group is the related party of the company. (III) whether it is a dishonest person to be executed
Wanxiang Group Co., Ltd. is not listed as a dishonest executee.
3、 Basic information of related party transactions and main contents of the agreement
The company and its subsidiaries intend to apply to Wanxiang Group, a related party, for an inter-bank loan of no more than RMB 1.5 billion for the operation and development of the company and provide guarantee for the immediate capital demand of the company. The annual interest rate of relevant lending funds shall be implemented in accordance with relevant national financial regulations. Within this scope, both parties shall strictly follow the market fair price and take the benchmark loan interest rate of the people’s Bank of China as the standard. The loan term is from the date of deliberation and approval by the general meeting of shareholders to December 31, 2022.
The main contents of the fund lending framework agreement signed between the company and Wanxiang Group are as follows:
（1） Amount of inter-bank borrowing: no more than 1.5 billion yuan.
（2） Term of inter-bank lending: from the effective date to December 31, 2022.
（3） Interbank lending rate: the annual interest rate of relevant interbank lending funds shall be implemented in accordance with relevant national financial regulations. Within this range, both parties shall strictly follow the market fair price, and the benchmark loan interest rate of the people’s Bank of China shall prevail.
（4） Effectiveness of the agreement: it will take effect after being deliberated and approved by the general meeting of shareholders of the company and signed and sealed by the legal representatives or authorized signatories of both parties.
4、 Pricing policy and basis of related party transactions
The annual interest rate of relevant lending funds shall be implemented in accordance with relevant national financial regulations. Within this scope, both parties shall strictly follow the market fair price, subject to the benchmark loan interest rate of the people’s Bank of China, and the loan term is from the date of deliberation and approval by the general meeting of shareholders to December 31, 2022. The pricing of related party transactions follows the principles of fairness, rationality and fairness, and there is no situation that damages the interests of listed companies and shareholders, especially the interests of minority shareholders.
5、 Other arrangements involving connected transactions
This related party transaction has not produced horizontal competition with related parties and will not affect the normal operation of the company.
6、 Transaction purpose and impact on the company
The signing of the fund lending framework agreement between the company and Wanxiang Group is to provide guarantee for the company’s immediate capital demand, promote the company’s long-term and steady development, and reduce the company’s financing cost and financing risk. The pricing of interbank lending rate is fair and reasonable, and there is no damage to the interests of the company and other shareholders in this connected transaction. It will not have a significant impact on the company’s financial status, operating results and independence.
7、 Accumulated various connected transactions with the connected person
In addition to the related party transactions, various related party transactions have occurred between the company and Wanxiang Group in 2021. The details are as follows:;
1. Receiving services
Unit: 10000 yuan
Content and amount of related party transactions
Wanxiang Group Company receives services 630.42
2. Related lease
Unit: 10000 yuan
Related party lessee related party transaction content type of leased assets transaction amount
Wanxiang Group company Wanxiang Group Company house and land lease house and land use right 611.08
3. Related party guarantee
Unit: Yuan
The guarantee bond is the guarantee from the date of loan payment guarantee to whether the guarantee is received or not. The unit can guarantee the loan balance together with the guarantee balance. The starting date of the guarantee balance is the internal party Completion of performance
China 449500044950 Zoje Resources Investment Co.Ltd(002021) -4-2 2024-3-21 no
Bank 300 Fawer Automotive Parts Limited Company(000030) China Vanke Co.Ltd(000002) 021-2-242022-2-24 no shares 199500019950 Zoje Resources Investment Co.Ltd(002021) -2-242024-2-23 no Limited
The company paid 149500014950 Zoje Resources Investment Co.Ltd(002021) -3-2 2024-3-1 no Zhejiang Wanqian
Provincial branch loan Xiangchao 995 Gansu Huangtai Wine-Marketing Industry Co.Ltd(000995) 0 Zoje Resources Investment Co.Ltd(002021) -4-2 2024-3-31 no fund and stock collection
Group share of business department
Public transportation insurance
Banking Division
Stock company
Limited company 300 Fawer Automotive Parts Limited Company(000030) China Vanke Co.Ltd(000002) 021-9-242022-9-24 no company
Hangzhou
Xiaoshan
Sub branch
Total 14980000
meter
4. Receivables and payables from related parties
Unit: 10000 yuan
Project name book balance of related parties
Payable to Wanxiang Group Company 11.39
Other payables Wanxiang Group 346.26
8、 Prior approval opinions and independent opinions of independent directors
1. Prior approval opinions of independent directors
The related party transaction meets the needs of the company’s operation and development. Wanxiang Group is the controlling shareholder of the company. The provision of funds to the company and its subsidiaries is to provide guarantee for the company’s immediate capital demand, promote the company’s long-term and steady development, reduce the company’s financing cost and financing risk, and comply with the provisions of relevant laws, regulations and normative documents.
This connected transaction does not harm the interests of the company and other minority shareholders.
Based on the above circumstances, we agree to submit the related party transaction to the ninth meeting of the ninth board of directors of the company for deliberation.
2. Independent opinions expressed by independent directors
The fund lending framework agreement signed between the company and Wanxiang Group follows the principle of equality and voluntariness, and the pricing principle is fair. The above connected transactions meet the needs of the company’s operation and development, provide guarantee for the company’s immediate capital demand, promote the company’s long-term and steady development, and reduce the company’s financing cost and financing risk. There is no situation that damages the interests of the company and other shareholders, especially minority shareholders. The voting procedure complies with the provisions of relevant laws, regulations and the articles of association and legal procedures. We agree to the related party transaction.
9、 Directory of documents for future reference
1. Resolutions of the ninth meeting of the ninth board of directors of the company;
2. Framework agreement on fund lending;
3. Opinions of independent directors.
It is hereby announced.
Wanxiang Qianchao Co.Ltd(000559)
Board of directors
March 30, 2002
