China International Capital Corporation Limited(601995)
About Cosco Shipping Development Company Limited(601866)
Verification opinions on matters related to related party transactions of the group finance company
China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " or "the independent financial consultant") as an independent financial consultant and continuous supervision organization for Cosco Shipping Development Company Limited(601866) (hereinafter referred to as " Cosco Shipping Development Company Limited(601866) ," listed company "or" the company ") to issue shares to purchase assets and raise supporting funds, In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial consulting business of mergers and acquisitions of listed companies, the stock listing rules of Shanghai Stock Exchange, and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation According to the requirements of relevant laws and regulations, such as the guidelines for self regulation and supervision of listed companies on Shanghai Stock Exchange No. 5 - transactions and related party transactions, the guidelines for self regulation and supervision of listed companies on Shanghai Stock Exchange No. 11 - continuous supervision, The related transactions between Cosco Shipping Development Company Limited(601866) and COSCO Shipping Group Finance Co., Ltd. (hereinafter referred to as "COSCO Shipping finance company" or "group finance company") subordinate to COSCO Shipping Group Co., Ltd. (hereinafter referred to as "COSCO Shipping finance company") have been checked. The details are as follows: I. Basic information of related transactions between Cosco Shipping Development Company Limited(601866) and group finance company
In order to improve the efficiency of capital use, reduce the cost of capital operation, realize complementary advantages and standardize related party transactions, Cosco Shipping Development Company Limited(601866) signed the general agreement on financial services and the supplementary agreement to the general agreement on financial services with COSCO Shipping finance company (hereinafter collectively referred to as the "financial services agreement"). According to the financial services agreement, Cosco Shipping Development Company Limited(601866) and its subsidiaries accept the deposit service, financial (foreign exchange trading) service and other financial services provided by COSCO Shipping finance company. The review procedures for the above related party transactions are as follows: on October 30, 2019, Cosco Shipping Development Company Limited(601866) held the fourth meeting of the sixth board of directors, deliberated and adopted the proposal on the daily related party transactions between the company and COSCO Shipping Group and its subsidiaries in 20202022, and agreed to accept the daily related party transactions such as deposit services and financial (foreign exchange trading) services provided by COSCO Shipping finance company. Among them, the deposit transactions and peak amount (including interest and handling charges) under the general agreement on financial services shall be submitted to the general meeting of shareholders of listed companies for deliberation. Related directors Wang Daxiong, Liu Chong, Xu Hui, Feng Boming, Huang Jian and Liang Yanfeng all avoided voting as required. The independent directors have made prior recognition and independent opinions on these related party transactions, and believe that the daily related party transactions between the company and its subsidiaries and COSCO Shipping Group and its subsidiaries in 20202022 adopt general commercial terms, have fair pricing, abide by the principles of fairness, impartiality and openness, and the proposed upper limit amount is fair and reasonable, which is in line with the overall interests of the company and shareholders; The board of directors of COSCO Group agreed to submit the proposal related to the daily transaction limit of COSCO Group in 20222020 to the board of directors of COSCO Group.
On December 23, 2019, Cosco Shipping Development Company Limited(601866) held the third extraordinary general meeting of shareholders in 2019, deliberated and approved the relevant arrangements for Cosco Shipping Development Company Limited(601866) accepting the deposit service of COSCO Shipping finance company. China Shipping Group Co., Ltd., the direct controlling shareholder of the listed company, and its related parties have implemented avoidance voting in accordance with the provisions.
On March 30, 2022, Cosco Shipping Development Company Limited(601866) held the 51st meeting of the 6th board of directors, deliberated and adopted the proposal on signing supplementary agreement of financial service agreement with COSCO Shipping finance and other relevant proposals. These matters constitute related party transactions of the listed company, and related directors Wang Daxiong, Liu Chong, Xu Hui, Huang Jian, Liang Yanfeng and ye Chengzhi all avoided voting in accordance with the provisions. The independent directors have made prior approval and independent opinions on these related party transactions, and believe that COSCO Shipping finance company has corresponding business qualifications. The supplementary agreement to the general agreement on financial services to be signed between the company and COSCO Shipping finance company supplements and defines the expected amount of various transactions and risk assessment and control measures on the basis of the original general agreement on financial services, which is reasonable, It complies with the provisions of self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 - transactions and related party transactions, and does not harm the interests of the company and other shareholders, especially small and medium-sized shareholders and non related shareholders.
Cosco Shipping Development Company Limited(601866) this supplementary agreement to the general agreement on financial services signed with COSCO Shipping Finance Co., Ltd. is to clarify the expected transaction amount and risk assessment and control measures deliberated and adopted by the company's third extraordinary general meeting in 2019 in accordance with the requirements of relevant laws and regulations. 2、 Basic information of related parties (I) introduction to related parties
Company name: COSCO Shipping Group Finance Co., Ltd
Legal representative: Sun Xiaobin
Registered capital: RMB 600 million
Unified social credit Code: 91310109698814339l
Company type: limited liability company (foreign-invested enterprise and domestic joint venture)
Date of establishment: December 30, 2009
Registered address: 8th floor, No. 5299 Binjiang Avenue, China (Shanghai) pilot Free Trade Zone
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 between member units and entrusted investment of 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; Underwriting corporate bonds of member units; Securities investment; General derivatives trading business on behalf of customers (only limited to forward foreign exchange settlement and sales, forward foreign exchange trading, and agent trading of RMB and foreign exchange swap products initiated by customers). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
COSCO Shipping Group directly holds 31.21% equity of COSCO Shipping finance company, and indirectly holds 68.79% equity of COSCO Shipping finance company through its subsidiaries. (II) description of association relationship
COSCO Shipping Group is the indirect controlling shareholder of the listed company, and COSCO Shipping finance company is the enterprise controlled by the indirect controlling shareholder of the listed company. According to the stock listing rules of Shanghai Stock Exchange, it constitutes the affiliated legal person of the listed company. 3、 Main contents and implementation of financial service agreement (I) main contents of financial service agreement
Party A: Cosco Shipping Development Company Limited(601866)
Party B: COSCO Shipping Development Group Finance Co., Ltd
1. Service content
According to the general agreement on financial services, Party B agrees to provide financial services to Party A and its subsidiaries, including: (1) deposit services; (2) Credit services (including discount, guarantee and credit services); (3) Settlement services; (4) Foreign exchange trading services; (5) Other businesses that the finance company can engage in with the approval of Bank Of China Limited(601988) Insurance Regulatory Commission.
According to the supplementary agreement to the general agreement on financial services, the deposit amount of Party A and its subsidiaries in Party B in 2022 is expected to be no more than RMB 14620 million; The amount of credit services (including loans, guarantees, bill acceptance and discount and financial leasing services) provided by Party B to Party A and its subsidiaries in 2022 is expected to be no more than RMB 140 million, and the above businesses are recycled within the credit service line; Party B's service fee for providing foreign exchange trading services for Party A and its subsidiaries in 2022 is expected to be no more than 2.1 million yuan.
In addition, according to the deliberation of the third extraordinary general meeting of shareholders of Party A in 2019, the peak value of Party A's deposit (including interest and handling fee) in Party B from 2020 to 2022 is RMB 1.33 million, RMB 1.33 million and RMB 14620 million respectively; The limit of Party A's acceptance of Party B's foreign exchange trading service expenditure from 2020 to 2022 is 2.1 million yuan, 2.1 million yuan and 2.1 million yuan respectively.
2. Pricing principle
(1) Deposit service
Party A and its subsidiaries may deposit funds into Party B from time to time. The deposit interest rate provided by Party B to Party A and its subsidiaries (I) shall not be lower than the effective deposit benchmark interest rate published by the people's Bank of China from time to time under the condition of the same type of deposit; Or (II) not lower than the interest rate set by major independent commercial banks for the same type of deposit service in the place where the deposit service is provided or in its vicinity under normal commercial transactions.
(2) Credit services
Party A and its subsidiaries may from time to time require Party B to provide credit services (including loans, guarantees, bill acceptance and discount, financial leasing services, etc.). The interest rate at which Party B provides credit services to Party A and its subsidiaries (I) shall not be higher than the effective benchmark interest rate of loans published by the people's Bank of China from time to time under the condition of the same type of credit business; And (II) not higher than the interest rate or rate set by major independent commercial banks for the same type of credit services in the place where the credit services are provided or in its vicinity under normal commercial transactions.
(3) Settlement service
The rate of settlement service provided by Party B to Party A and its subsidiaries shall: (I) not be higher than the minimum charge for similar services (if any) stipulated by the people's Bank of China; (II) not higher than the fees charged by any independent third party for similar services; Or (III) no higher than the fee charged by Party B to an independent third party with the same credit rating for similar services.
(4) Foreign exchange trading services
The rate of settlement service provided by Party B to Party A and its subsidiaries shall: (I) not be higher than the minimum charge for similar services (if any) stipulated by the people's Bank of China; (II) not higher than the fees charged by any independent third party for similar services; or (III) not higher than the fees charged by Party B to independent third parties with the same credit rating for similar services. (5) About other services
The fees charged by Party B for providing other financial services for Party A and its subsidiaries shall: (I) not be higher than the minimum charge for similar services (if any) stipulated by the people's Bank of China; (II) not higher than the fees charged by any independent third party for similar services; Or (III) no higher than the fee charged by Party B to an independent third party with the same credit rating for similar services.
3. Term of agreement
The agreement is valid from January 1, 2020 to December 31, 2022.
4. Risk assessment and control
(1) Party A has the right to know Party B's business and financial conditions, evaluate Party B's business qualification, business and risks, and timely control and deal with the possible capital risks of Party B.
(2) In case of any of the following circumstances, Party B shall timely notify Party A, and Party A has the right to choose to suspend or terminate the services provided by Party B:
1) Party B violates Article 31, 32 or 33 of the measures for the administration of enterprise group financial companies;
2) Any financial index of Party B does not meet the requirements specified in Article 34 of the measures for the administration of financial companies of enterprise groups;
3) Party B has major events such as withdrawal of deposits, failure to pay due debts, overdue large loans or guaranteed advances, serious failure of computer system, robbery or fraud, serious disciplinary violations and criminal cases involving directors or senior managers; 4) Major institutional changes, equity transactions or business risks that may affect the normal operation of Party B; 5) The deposit balance of Party A and its subsidiaries in Party B accounts for more than 30% of the deposit balance absorbed by Party B; 6) The liabilities of Party B's shareholders to Party B are overdue for more than 1 year;
7) Party B has a serious payment crisis;
8) Party B's loss in the current year exceeds 30% of the registered capital or 10% of the registered capital for three consecutive years;
9) Party B is subject to administrative punishment by Bank Of China Limited(601988) Insurance Regulatory Commission and other regulatory authorities for violation of laws and regulations;
10) Party B is ordered to make rectification by Bank Of China Limited(601988) insurance supervision and Administration Commission;
11) Other matters that may bring potential safety hazards to Party A's funds.
(II) implementation of financial service agreement
According to Cosco Shipping Development Company Limited(601866) 2021 related party transactions involving financial companies prepared by Cosco Shipping Development Company Limited(601866) Cosco Shipping Development Company Limited(601866)
Summary of Yidi's deposit, loan and other financial businesses, Cosco Shipping Development Company Limited(601866) 2021 related party transactions involving the group finance company
The financial businesses such as deposits and loans are as follows:
Unit: RMB
Project Name: the balance at the beginning of the year is increased this year, and the balance at the end of the year is reduced this year. Interest and handling charges are charged or paid
1、 Store in
Group finance company 114726995760321 Shanghai Jin Jiang International Hotels Co.Ltd(600754) 7023112147157696811612764476917983593702704 deposit II. To the group
Finance company borrows 8150990 Ping An Bank Co.Ltd(000001) 1915660 China Baoan Group Co.Ltd(000009) 59432878500104723212150037376689151
3、 Foreign exchange buying - selling at 25450000
4、 Other gold ----
