Securities code: Shanghai Pharmaceuticals Holding Co.Ltd(601607) securities abbreviation: Shanghai Pharmaceuticals Holding Co.Ltd(601607) No.: pro 2022027
Shanghai Pharmaceuticals Holding Co.Ltd(601607)
Announcement on renewing the financial service agreement and related / connected transactions with Shanghai Shangshi 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important tips
● transaction overview: Shanghai Pharmaceuticals Holding Co.Ltd(601607) (hereinafter referred to as ” Shanghai Pharmaceuticals Holding Co.Ltd(601607) ” or “the company”) intends to renew the financial service agreement (“financial service agreement”) with Shanghai Shangshi Group Finance Co., Ltd. (hereinafter referred to as “the finance company”), and the finance company will provide deposits for the company and its holding subsidiaries (hereinafter referred to as ” Shanghai Pharmaceuticals Holding Co.Ltd(601607) group member companies”) Loans and other financial services approved by Bank Of China Limited(601988) Insurance Regulatory Commission (hereinafter referred to as “this transaction”). The agreement is valid from the date of the annual general meeting of shareholders of the company in 2021 to December 31, 2024.
● this connected / connected transaction needs to be approved by the general meeting of shareholders of the company.
● impact of this connected / connected transaction on the company: This connected / connected transaction is conducive to optimizing the company’s financial management, improving the efficiency of the company’s use of funds, and reducing financing costs and risks. This transaction is concluded in accordance with the general commercial terms, which is fair and reasonable, and is conducted in the general and daily business process, which will not damage the interests of the company and minority shareholders, nor affect the independence of the company.
1、 Overview of related party / connected transactions
On June 27, 2019, after the deliberation and approval of the company’s 2018 annual general meeting, the company and the finance company renewed the financial service agreement (“existing financial service agreement”), which is valid from June 27, 2019 to the date of the company’s 2021 annual general meeting. As the existing financial service agreement is about to expire, the company plans to renew the financial service agreement with the finance company, which will provide deposits, loans and other financial services approved by the China Banking and Insurance Regulatory Commission for the member companies of Shanghai Pharmaceuticals Holding Co.Ltd(601607) group. The validity period is from the date of the annual general meeting of shareholders of Shanghai Pharmaceuticals Holding Co.Ltd(601607) 2021 to December 31, 2024,
Among them: from the date of the 2021 annual general meeting of shareholders to December 31, 2022, the maximum daily deposit balance of the member companies of Shanghai Pharmaceuticals Holding Co.Ltd(601607) group in the finance company shall not be more than RMB 4 billion; From January 1, 2023 to December 31, 2023, the maximum daily deposit balance of member companies of Shanghai Pharmaceuticals Holding Co.Ltd(601607) group in financial companies shall not be higher than RMB 4.5 billion; From January 1, 2024 to December 31, 2024, the maximum daily deposit balance of member companies of Shanghai Pharmaceuticals Holding Co.Ltd(601607) group in financial companies shall not be higher than RMB 5 billion.
From the date of the annual general meeting of shareholders of Shanghai Pharmaceuticals Holding Co.Ltd(601607) 2021 to December 31, 2024, the comprehensive credit balance obtained by the member companies of Shanghai Pharmaceuticals Holding Co.Ltd(601607) group in the finance company shall not exceed RMB 6 billion. 2、 Introduction to the counterparty
1. Introduction to related party / related party relationship
The controlling shareholders of the company and the finance company are Shanghai Shangshi (Group) Co., Ltd. (hereinafter referred to as “Shanghai Shangshi”), so the company and the finance company form a related / connected relationship.
2. Basic information of related / connected persons
(1) basic information of finance company
Full name of the company: Shanghai Shangshi Group Finance Co., Ltd
Date of establishment: September 1, 2014
Address: 30 / F, No. 98, Huaihai Middle Road, Huangpu District, Shanghai
Registered address: 30 / F, No. 98, Huaihai Middle Road, Huangpu District, Shanghai
Legal representative: Xu Bo
Nature of the company: the finance company is a non bank financial institution with financial license, which is subject to the industry supervision of the China Banking and Insurance Regulatory Commission and the people’s Bank of China.
Registered capital and major shareholders: RMB 1 billion, including 400 million (40%) contributed by Shanghai Shangshi, 300 million (30%) contributed by the company, 200 million (20%) contributed by Shanghai Shangshi Asset Management Co., Ltd. and 100 million (10%) contributed by Shanghai Industrial Dongtan investment and development (group) Co., Ltd.
Business scope: operating the following domestic and foreign currency businesses: handling financial and financing consulting, credit assurance and related consulting and agency businesses 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 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; Securities investment (except stock investment); Underwriting corporate bonds of member units. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Main financial indicators of the latest year: as of December 31, 2021, the total assets of the finance company were RMB 10445652 million, the owner’s equity was RMB 13457856 million, the operating income of the finance company was RMB 1086935 million and the net profit was RMB 628571 million. The above figures are audited data.
3、 Historical transaction data
For the three years ended December 31, 2019, 2020 and 2021, the historical amount of the group’s daily maximum deposit balance in the finance company is about RMB 2219 million, RMB 2938 million and RMB 2899 million respectively; Moreover, the balance of comprehensive credit granted by the group to the finance company is about RMB 2.401 billion, RMB 2.066 billion and RMB 2.314 billion respectively. The above transactions do not exceed the maximum daily deposit balance of Shanghai Pharmaceuticals Holding Co.Ltd(601607) group member companies in the finance company approved by the general meeting of shareholders, which is no more than RMB 3 billion, and the comprehensive credit balance obtained by Shanghai Pharmaceuticals Holding Co.Ltd(601607) group member companies in the finance company is no more than RMB 4 billion.
4、 Main contents of the financial services agreement
1. Basic information
The finance company provides deposits, loans, settlement and other financial services approved by the Bank Of China Limited(601988) Insurance Regulatory Commission for the member companies of Shanghai Pharmaceuticals Holding Co.Ltd(601607) group. Within the validity period, the maximum daily deposit balance of the member companies of Shanghai Pharmaceuticals Holding Co.Ltd(601607) group in the finance company is shown in the following table:
Time: 2021 annual general meeting of shareholders to January 1, 2023 to January 1, 2024 to December 31, 2022 December 31, 2023 December 31, 2024
The maximum daily deposit is 4 billion yuan, 4.5 billion yuan and 5 billion yuan
forehead
From the date of the annual general meeting of shareholders of Shanghai Pharmaceuticals Holding Co.Ltd(601607) 2021 to December 31, 2024, the comprehensive credit balance obtained by the member companies of Shanghai Pharmaceuticals Holding Co.Ltd(601607) group in the finance company shall not exceed RMB 6 billion.
The determination of the maximum daily deposit balance limit is mainly based on the following considerations:
(1) For the three years ended December 31, 2019, 2020 and 2021, the historical amount of the group’s maximum daily deposit balance in the finance company accounted for 74.0%, 97.9% and 96.6% of the upper limit utilization rate of previous years respectively;
(2) For the three years ended December 31, 2019, 2020 and 2021, (a) the total amount of cash and cash equivalents of the group was RMB 15.716 billion, RMB 19.576 billion and RMB 20.138 billion respectively; And (b) accounts receivable and other receivables 1 were RMB 49.543 billion, RMB 54.755 billion and RMB 60.527 billion respectively, indicating the group’s potential strong demand for deposit services;
(3) Financial information of the group for the year ended December 31, 2021; and
(4) As a member of Shanghai Shangshi group, the finance company can have a deeper understanding of the group’s business development and capital needs at a lower cost and in a more timely manner, and can customize financial service solutions for the group based on the group’s possible increased business development capital needs in the future.
The determination of the upper limit of comprehensive credit balance is mainly based on the following considerations:
(1) historical business conditions of Shanghai Pharmaceuticals Holding Co.Ltd(601607) group member companies and finance companies;
(2) According to the current collection of the group’s own funds and the possible increase in the use of funds caused by the future business development.
2. Pricing principle
(1) Deposit service: the interest rate that the finance company promises to absorb deposits from member companies of Shanghai Pharmaceuticals Holding Co.Ltd(601607) group shall be set with reference to the market and given preferential treatment, which shall not be lower than the deposit interest rate of the same kind of deposits uniformly announced by the people’s Bank of China at that time, nor lower than the deposit interest rate of the same kind of deposits of other major commercial banks in China in the same period, and not lower than the deposit interest rate of the same kind of deposits absorbed by the finance company from a third party.
(2) Loan services (including but not limited to loans, bill acceptance and discount, letter of guarantee and factoring of accounts receivable): the interest rate of loans promised by the finance company to the member companies of Shanghai Pharmaceuticals Holding Co.Ltd(601607) group shall be set with reference to the market and given preferential treatment, which shall not be higher than the loan interest rate of the same kind of loans uniformly announced by the people’s Bank of China at that time, nor higher than the loan interest rate of the same kind of loans of other major commercial banks in China in the same period, And not higher than the loan interest rate of the same kind of loans issued by the finance company to the third party.
(3) Other financial services: in addition to deposit and loan services, the finance company promises to provide other financial services to the member companies of Shanghai Pharmaceuticals Holding Co.Ltd(601607) group. The pricing and preferential treatment shall be no higher than the charging standard (if any) specified by the relevant competent authorities of the government for such services at that time, and no higher than the fees charged by the finance company for the same kind of services provided to third parties with the same credit level.
3. Other
The board of directors of Shanghai Shangshi has made a written commitment to increase the corresponding capital according to the actual needs of solving the payment difficulties in case of emergency of the financial company, which is stated in the articles of association of the financial company. Note: accounts receivable and other receivables are calculated by the sum of accounts receivable (net), other receivables (net) and accounts receivable from related parties (net).
4. Effective and post effective arrangements
(1) After being signed and sealed by the legal representative or authorized representative of Shanghai Pharmaceuticals Holding Co.Ltd(601607) and the finance company, this Agreement shall come into force from the date of deliberation and approval of Shanghai Pharmaceuticals Holding Co.Ltd(601607) 2021 annual general meeting of shareholders, and shall end on December 31, 2024, with a term of no more than three years.
(2) If both parties agree and obtain the approval or exemption of Shanghai Stock Exchange or Hong Kong stock exchange, and / or the approval of the general meeting of shareholders of the company (if applicable) and / or comply with other relevant provisions of the stock listing rules of Shanghai Stock Exchange and the Securities Listing Rules of the stock exchange of Hong Kong Limited, this agreement can be renewed and extended, and the validity period of each extension shall not exceed three years.
5、 Review procedures for the performance of related party / connected transactions
This connected / connected transaction has been deliberated and approved by the 29th session of the 7th board of directors. The connected / connected directors Zhou Jun and Ge Dawei have avoided voting, and all the non connected / connected directors have voted. This connected / connected transaction has also been deliberated and approved by the 18th Audit Committee of the seventh board of directors of the company. The independent directors approved the transaction in advance and expressed independent opinions, believing that this connected / connected transaction is conducive to optimizing the company’s financial management, improving the efficiency of the company’s use of funds, reducing financing costs and financing risks; This connected / connected transaction is concluded in accordance with the general commercial terms, which is fair and reasonable, and is conducted in the general and daily business process. There is no situation that damages the interests of the company and its shareholders, especially the medium and small shareholders.
According to the stock listing rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 – transactions and connected transactions, this transaction constitutes connected / connected transactions, but does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies (revised in 2020). The amount of the above related / connected transactions has reached 30 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net assets. This related / connected transaction needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 Purpose of related party / connected transaction and its impact on Listed Companies
1. Purpose of related party / connected transaction
Further expand the company’s financing channels through business cooperation with the finance company; The financial company gives the company preferential interest rates on deposits and loans, which helps to improve the company’s deposit income and reduce financing costs; The financing and other businesses provided by the finance company to the company have more efficient procedures, making the company’s arrangement of financing period more economical; Further improve the bargaining power between the company and external banks through business cooperation with finance companies. In conclusion, the business cooperation with the finance company will not only increase the economic benefits of the company, but also provide financial support for the further development of the company.
2. Impact on Listed Companies
The finance company is supervised by the China Banking and Insurance Regulatory Commission and the people’s Bank of China and provides services according to its operation requirements within the approved scope; Customers are limited to member units. Therefore, the risk of financial companies is relatively controllable. When the finance company provides deposit, credit, settlement and other financial services to the group, the standard of collection and payment fees is equal to or better than the same kind of financial services provided by Chinese commercial banks to the group, and is not inferior to the similar services provided by the finance company to other member units. This transaction is conducive to optimizing the group’s financial management, improving the efficiency of the group’s use of funds, and reducing financing costs and financing risks. This transaction is concluded in accordance with the general commercial terms, which is fair and reasonable, and is conducted in the general and daily business process, which will not damage the interests of the company and minority shareholders, nor affect the independence of the company.
It is hereby announced.
