Securities abbreviation: Cosco Shipping Development Company Limited(601866) securities code: Cosco Shipping Development Company Limited(601866) Announcement No.: pro 2022020 Cosco Shipping Development Company Limited(601866)
With regard to the announcement of signing the supplementary agreement to the general agreement on financial services and related party transactions with COSCO Shipping 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 content tips:
1. The company signed the supplementary agreement to the general agreement on financial services with COSCO Shipping Group Finance Co., Ltd. this time, in accordance with the requirements of self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 5 – transactions and related party transactions, the estimated transaction amount and risk assessment and control measures deliberated and adopted by the company’s third extraordinary general meeting in 2019 were clarified in the agreement, and the amount of related party transactions was not added, There is no need to submit it to the general meeting of shareholders for deliberation.
2. Daily related party transactions are required for the operation and management of the company and will not form a large dependence on related parties. 1、 Overview of related party transactions
On October 30, 2019, Cosco Shipping Development Company Limited(601866) (hereinafter referred to as “the company”) and COSCO Shipping Group Finance Co., Ltd. (hereinafter referred to as “COSCO Shipping finance”) signed the general agreement on financial services, which is valid from January 1, 2020 to December 31, 2022.
On December 23, 2019, the company held the third extraordinary general meeting of shareholders in 2019, deliberated and adopted the proposal on the daily connected transactions between the company and COSCO Shipping Group Co., Ltd. and its subsidiaries in 20202022.
According to the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 – transactions and related party transactions (hereinafter referred to as “regulatory guidelines No. 5”) issued by Shanghai Stock Exchange on January 7, 2022, the financial service agreement signed between the listed company and the financial company shall specify the agreement period, transaction type, expected amount of various transactions, transaction pricing, risk assessment and control measures, and disclose them. Therefore, the company held the 51st meeting of the 6th board of directors on March 30, 2022, deliberated and passed the proposal on signing the supplementary agreement to the financial service agreement with COSCO Shipping finance, so as to clarify the expected amount of various transactions and risk assessment and control measures under the general agreement on financial services.
The company signed the supplementary agreement to the general agreement on financial services with COSCO Shipping finance this time. According to the requirements of regulatory guideline No. 5, the estimated transaction amount and risk assessment and control measures reviewed and approved by the company’s third extraordinary general meeting in 2019 are clearly defined in the agreement. There is no new amount of related party transactions, so it is not necessary to submit them to the general meeting for deliberation.
2、 Relationship of related parties and introduction of related parties
(I) introduction to related parties
Company name COSCO Shipping Group Finance Co., Ltd
Legal representative: Sun Xiaobin
The registered capital is 600 million yuan
Unified social credit code 91310109698814339l
Enterprise type: limited liability company (foreign-invested enterprise and domestic joint venture)
Registered address: 8th floor, No. 5299 Binjiang Avenue, China (Shanghai) pilot Free Trade Zone
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 settlement and clearing scheme design corresponding to the business scope; 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]
(II) relationship
COSCO Shipping Group Co., Ltd. (hereinafter referred to as “COSCO Shipping Group”) directly and indirectly holds 45.81% of the shares of the company and is the indirect controlling shareholder of the company. The controlling shareholder of COSCO Shipping finance is COSCO Shipping Group. COSCO Shipping Group directly holds 31.21% equity of COSCO Shipping Group Finance Co., Ltd. and indirectly holds 68.79% equity of COSCO Shipping Group Finance Co., Ltd. through its subordinate holding or affiliated subsidiaries. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, COSCO Shipping finance constitutes the related party of the company, and the transactions between COSCO Shipping finance and the company and its subsidiaries constitute the related party transactions of the company.
(III) financial indicators of COSCO Shipping
As of December 31, 2021, the audited financial data of COSCO Shipping finance company are as follows:
Unit: RMB 10000
Project December 31, 2021 / year 2021
Total assets 1524684120
Owner’s equity 87905213
Operating income 10192306
Net profit 3413349
3、 Main contents of the supplementary agreement to the general agreement on financial services
Party A: Cosco Shipping Development Company Limited(601866)
Party B: COSCO Shipping Group Finance Co., Ltd
(I) service content
Party A and Party B confirm that according to the general agreement on financial services and the resolution of Party A’s general meeting of shareholders, 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.
(II) 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) Overdue debts to Party B 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.
4、 Purpose of this connected transaction and its impact on the company
Cosco Shipping Development Company Limited(601866) and COSCO Shipping Finance Co., Ltd., a related party, have followed the principles of openness, fairness and impartiality, which is conducive to the daily production and operation of the listed company; It is conducive to improve the capital use efficiency of listed companies, reduce operating costs, and meet the needs of the operation and development of listed companies. Such connected transactions do not harm the interests of the listed company and minority shareholders, and do not affect the independence of the listed company.
5、 Opinions of independent directors
COSCO Shipping finance has corresponding business qualifications. The supplementary agreement to the general agreement on financial services to be signed between the company and COSCO Shipping finance 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 and in line with the provisions of the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 5 – transactions and connected transactions, There is no harm to the interests of the company and other shareholders, especially minority shareholders and non affiliated shareholders.
6、 Documents for future reference
1. Resolution of the 51st meeting of the 6th board of directors of the company
2. Prior approval and independent opinions of independent directors
3. The supplementary agreement to the general agreement on financial services is hereby announced.
Cosco Shipping Development Company Limited(601866) board of directors March 30, 2022
