Huatai United Securities Co., Ltd
About Sinotruk Jinan Truck Co.Ltd(000951)
Adjust the forecast of daily connected transactions in 2022 and the verification opinions on the implementation of revising the financial service agreement and relevant risk control measures with Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai united”) as the sponsor of Sinotruk Jinan Truck Co.Ltd(000951) (hereinafter referred to as ” Sinotruk Jinan Truck Co.Ltd(000951) ” or “the company”) for non-public offering of shares in 2020, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, Prudential verification has been conducted on Sinotruk Jinan Truck Co.Ltd(000951) adjusting the forecast of daily related party transactions in 2022 and revising the financial service agreement with Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd., as well as the implementation of the financial service agreement in 2021 and relevant risk control measures. The specific verification is as follows:
1、 Basic information of daily connected transactions
(I) forecast of daily connected transactions in 2022
The company held the first extraordinary meeting of the eighth board of directors in 2022 on January 25, 2022, deliberated and adopted the proposal on the prediction of the company’s daily connected transactions in 2022, which was deliberated and adopted by the first extraordinary general meeting of shareholders in 2022. The maximum amount of deposit of the company (hereinafter referred to as “financial company”) is 4 billion yuan per day. For details, please refer to China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com published by the company on January 26, 2022（ http://www.cn.info.com.cn./ ）Announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 202203).
(II) overview of the adjustment of daily connected transactions and the revision of the financial services agreement
In order to further refine financial services, the company and the finance company signed the financial services agreement on March 26, 2012. The finance company provides the company with financial services including deposits, loans, bill acceptance, etc. and other businesses approved by Bank Of China Limited(601988) Industry Regulatory Commission. The 2013 annual general meeting, 2016 annual general meeting and 2019 annual general meeting considered and adopted the proposal on renewing the financial service agreement.
According to the business development needs of the company and the actual situation, the daily maximum deposit limit of the company and the finance company will be increased. The details are as follows:
Estimated financial business between the company and Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd. in 2022
The maximum daily deposit limit is expected to be 10 billion yuan
Deposit interest rate range: 0.35% – 1.61%
The estimated loan amount is 4 billion yuan
Loan interest rate range: 3.4% – 6%
Credit line: RMB 11 billion
In order to protect the legitimate rights and interests of both parties, in accordance with the principles of fairness, impartiality and rationality, on the basis of equality, mutual benefit and consensus, both parties decided to revise the relevant contents of the financial services agreement signed in 2020.
Finance company is the holding subsidiary of Sinotruk Jinan Truck Co.Ltd(000951) controlling shareholder Sinotruk Jinan Truck Co.Ltd(000951) (Hong Kong) Co., Ltd. according to the provisions of the Listing Rules of Shenzhen Stock Exchange, Sinotruk Jinan Truck Co.Ltd(000951) and finance company belong to the connected relationship controlled by the same legal person, and this transaction constitutes a connected transaction.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
(III) review procedures for implementation
On March 30, 2022, the company held the 10th meeting of the 8th board of directors, deliberated and approved the proposal on adjusting the forecast of daily connected transactions in 2022 and amending the financial service agreement, and the independent directors expressed their independent opinions. According to the provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this related matter still needs to be approved by the general meeting of shareholders, and the related shareholders shall avoid voting when considering the above proposals at the general meeting of shareholders.
2、 Introduction to related parties
Historical evolution: Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd., formerly known as China heavy truck Finance Co., Ltd. (hereinafter referred to as “heavy truck finance company”), was founded in October 1987. It is one of the earliest enterprise group finance companies approved by the people’s Bank of China. In November 2002, according to the reply of the people’s Bank of China on the debt restructuring plan of China heavy truck Finance Co., Ltd. (YF [2002] No. 323), heavy truck finance company carried out debt restructuring and completed the debt restructuring in March 2004. With the approval of the CBRC, it resumed normal business on October 28, 2004. In November 2007, the equity of heavy truck finance company held by Sinotruk Jinan Truck Co.Ltd(000951) (Hong Kong) Co., Ltd. was included in the scope of overseas red chip listing. Heavy truck finance company became a domestic financial enterprise controlled by foreign capital, and the largest controlling shareholder was Sinotruk Jinan Truck Co.Ltd(000951) (Hong Kong) Co., Ltd. By the end of December 2021, the company had 75 employees.
Financial license institution code: l0033h222010001;
Unified social credit code of enterprise legal person business license: 9137 Konka Group Co.Ltd(000016) 3051590j;
Investment approval certificate of Taiwan, Hong Kong, Macao and overseas Chinese: s.w.z.s.z. [2007] No. 0089.
Registered capital: 3050 million yuan. There are 21 shareholders in total, of which the top ten shareholders are:
No. shareholder name contribution amount (10000 yuan) shareholding ratio
1 Sinotruk Jinan Truck Co.Ltd(000951) (Hong Kong) Limited 15656564 513330%
2 Sinotruk Jinan Truck Co.Ltd(000951) Group Jinan Power Co., Ltd. 12436135 407741%
3 Sinotruk Jinan Truck Co.Ltd(000951) (Hong Kong) International Capital Co., Ltd. 1000000 3.2787%
4 China Heavy Duty Truck Group Co., Ltd. 698762 2.291%
5 Chongqing Heavy Duty Truck Group Cafu auto parts 137247 0.45%
company with limited liability
6 Shaanxi Automobile Industry Co., Ltd. 109661 0.3595%
7 Yichun Rural Commercial Bank Co., Ltd. 782.20 0.2565%
8 Shandong Luhua Energy Group Co., Ltd. 778.58 0.2553%
9 Bank of Texas 710.47 0.2329%
10 Shandong Ningjin Rural Commercial Bank Co., Ltd. 672.44 0.2205%
Legal representative: Wan Chunling
Registered address: first and second floors of Sinotruk Jinan Truck Co.Ltd(000951) science and technology building, No. 777 Hua’ao Road, high tech Industrial Development Zone, Jinan, Shandong
Postal Code: 250101
Enterprise type: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China)
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 and entrusted investment 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; Issuing financial corporate bonds with the approval of the CBRC; Underwriting corporate bonds of member units; Consumer credit, buyer’s credit and financial leasing of products of member units; Securities investment (excluding stock investment).
By the end of 2021, the total assets were 44036153700 yuan and the total owner’s equity was 5927015000 yuan. The operating income was 1716799400 yuan, the total profit was 740 million yuan, and the net profit was 542179900 yuan.
Upon inquiry, the above-mentioned related parties are not dishonest Executees.
3、 Subject matter of related party transactions
The company opens a settlement account in the finance company, which provides various high-quality financial services and support for the company. The company handles the company’s deposit, bill and other settlement business and financing business through the capital business platform of the finance company. It is estimated that the daily deposit balance of the company in the settlement account of the financial company will not exceed 10 billion yuan. 4、 Main contents, pricing policy and completeness of the financial services agreement
(I) contents of financial services agreement
The main contents of the financial services agreement to be renewed by both parties:
1. According to the needs of the company, the finance company provides the company with financial services including deposits, loans, bill acceptance, etc. and other businesses approved by Bank Of China Limited(601988) Industry Regulatory Commission.
2. Term of agreement
The term of performance of the agreement shall expire on the date of expiration of the eighth board of directors of the company.
3. Transaction amount
It is estimated that the daily deposit balance of the company in the finance company will not exceed 10 billion yuan.
4. Pricing principle
The pricing principle is that the deposit interest rate serving the deposit will not be lower than the benchmark deposit interest rate issued by the people’s Bank of China for the same period.
5. Risk control measures
The company will strengthen the prevention and disposal of the deposit business risks of the financial company in strict accordance with the requirements of the risk disposal plan. During the deposit period, the company will regularly obtain the financial reports provided by the finance company; The company appoints special institutions and personnel to evaluate and supervise the risk status of funds deposited in the financial company; The company shall not deposit the raised funds in the finance company; The finance company ensures the safe operation of the capital settlement network, ensures the capital security, controls the capital risk, and meets the safe payment needs of the company’s deposited funds; In case of any event that may bring major potential safety hazards to the company’s deposit funds, the finance company shall notify the company in writing within two working days and take measures to avoid the occurrence or expansion of losses; The finance company shall formulate relevant risk management measures and internal control systems for various financial services and products to ensure the safety of the company’s funds and interests.
(II) completeness of terms in the financial services agreement
The financial service agreement signed by the company and the finance company has clearly stipulated the terms of the agreement, transaction amount, pricing principles, risk control measures and other transaction terms, and the terms of the agreement are complete.
5、 Implementation of risk control measures and risk assessment
In strict accordance with the requirements of the risk disposal plan, the company strengthened the prevention and disposal of the deposit business risk of the financial company. The financial service agreement was well implemented and the risk prevention was effective. The company assessed the business qualification, business and risk status of the financial company through the financial license, business license of enterprise legal person and other certificates of the financial company, and reviewed the regular financial reports of the financial company, including balance sheet, income statement and cash flow statement issued by Ernst & Young Huaming Certified Public Accountants (special general partnership), See the risk assessment report of Sinotruk Jinan Truck Co.Ltd(000951) on Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd. announced by the company for details.
6、 Transaction purpose and impact on Listed Companies
When the finance company provides the company with financial services including deposits, loans, bill acceptance, etc., both parties shall follow the principles of equality and voluntariness, complementary advantages, mutual benefit and win-win cooperation, which is conducive to optimizing the company’s financial management, improving the efficiency of fund use, reducing the financing cost and will not damage the interests of the company and minority shareholders. The above related party transactions account for a small proportion in similar transactions, and will not cause the company to rely on related parties. The terms of the financial services agreement amended with the finance company are fair and reasonable, will not affect the independence of the company, and is in the interests of the company and all shareholders.
7、 Implementation of the agreement
As of December 31, 2021, the deposit balance of the company and its holding subsidiaries in the finance company was 33763161 million yuan and the loan balance was 60 million yuan (as of December 31, 2020, the deposit balance of the company and its holding subsidiaries in the finance company was 18329174 million yuan and the loan balance was 150 million yuan). In 2021, the interest income obtained by the company from the finance company was 5071815479 yuan (2020: 2885510068 yuan), and the interest paid by the company to the finance company for the loan was 7228840959 yuan (2020: 11249963329 yuan).
8、 Measures for listed companies to ensure capital security and flexible scheduling
The company has published the risk disposal plan of Sinotruk Jinan Truck Co.Ltd(000951) deposit business in Sinotruk Jinan Truck Co.Ltd(000951) Group Finance Co., Ltd. on cninfo.com, the designated information disclosure media.
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