Securities code: Beijing Aerospace Changfeng Co.Ltd(600855) securities abbreviation: Beijing Aerospace Changfeng Co.Ltd(600855) Announcement No.: 2022017 Beijing Aerospace Changfeng Co.Ltd(600855) announcement on related party transactions signing financial cooperation agreement with aerospace science and Industry 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:
Transaction content: in order to save financial transaction costs and expenses and further improve the use level and efficiency of funds, according to the production and operation needs of the company, the company will sign the financial cooperation agreement with aerospace science and Industry Finance Co., Ltd. (hereinafter referred to as the finance company), and it is estimated that during the effective period of the agreement, the upper limit of the daily deposit balance (including corresponding interest) in the account opened by the company in the finance company will be RMB 1.5 billion, The finance company shall provide the company with a comprehensive credit line of no less than RMB 300 million.
Avoidance of related parties: related directors avoided voting when the board of directors considered the above related party transactions.
Impact of the transaction on the company: This connected transaction can help the company obtain more financial services, reduce the cost of financial services, enable the company to obtain credit support at a lower cost, improve the efficiency of the company's capital use, and do not harm the interests of the company and other shareholders.
Other matters to be brought to the attention of investors: the above connected transactions shall be submitted to the general meeting of shareholders for deliberation.
1、 Overview of related party transactions
Beijing Aerospace Changfeng Co.Ltd(600855) (hereinafter referred to as the company) plans to sign the financial cooperation agreement with the finance company, which will provide the company with deposit services, loans and other comprehensive credit services, settlement services and other businesses approved by Bank Of China Limited(601988) Insurance Regulatory Commission.
As the financial company is a member of China Aerospace Science and Industry Group Co., Ltd. (hereinafter referred to as the group company), the actual controller of the company, and has a related relationship with the company, this financial service constitutes a related party transaction.
2、 Content of related party transactions
1. The finance company provides the following financial services and other businesses to the company or its branches and subsidiaries according to the needs of the company:
(1) Deposit service;
(2) Loans and other comprehensive credit services;
(3) Settlement services;
(4) Other businesses approved by Bank Of China Limited(601988) Insurance Regulatory Commission. 2. During the effective period of the agreement, the maximum daily deposit balance (including corresponding interest) of the company in the account opened by the finance company is RMB 1.5 billion.
3. During the effective period of the agreement, the total settlement service fee paid by the company to the finance company is limited to RMB 1.5 million. (Note: the settlement expenses between the member companies of the group company through the internal account do not need to be borne by the company, and the settlement expenses incurred by the company itself (such as inter-bank remittance and remittance handling fees, etc.) shall be borne by the company itself)
4. Loans and other comprehensive credit services: the finance company provides the company with a comprehensive credit line of no less than 300 million yuan, including but not limited to loans, discounts and other forms of financing.
5. The finance company promises to abide by the principle that the deposit interest rate shall not be lower than the lower limit of the benchmark interest rate set by the people's Bank of China for this type of deposit; The loan interest rate shall not be higher than the interest rate applicable to the same kind of loan services provided by state-owned commercial banks to the company; The charging standard of other financial services except deposits and loans shall not be higher than the same level of business expenses of state-owned commercial banks; The company shall not bear the expenses related to the internal settlement services provided by the company.
6. The validity period of this financial cooperation agreement is three years, which shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company.
3、 Introduction to related parties
1. Company name: Aerospace Science and Industry Finance Co., Ltd
2. Address: 12 / F, block B, No. 116, Zizhuyuan Road, Haidian District, Beijing
3. Enterprise type: other limited liability companies
4. Legal representative: Wang Houyong
5. Registered capital: RMB 438489 million
6. Major shareholder: finance company is a non bank financial institution invested and established by China Aerospace Science and Industry Corporation and its 15 subordinate member units. It was established in October 2001.
7. The main business is: handling financial and financing consulting, credit assurance and related consulting and agency business for member units; Approved concurrent insurance agency business; Assist member units to realize the receipt and payment of transaction funds; 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; Underwriting corporate bonds of member units; Equity investment in financial institutions; Securities investment; Buyer's credit and financial leasing of products of member units.
4、 Impact of related party transactions on the company
Because the loan interest rate provided by the finance company to the company is not higher than the interest rate applicable to the same kind of loan services provided by state-owned commercial banks to the company; The charging standard of other financial services except deposits and loans shall not be higher than the same level of business expenses of state-owned commercial banks; The settlement expenses arising from the provision of internal settlement services are borne by the financial company. The company does not bear the relevant settlement expenses, which helps the company obtain more financial services, reduce the cost of financial services, enable the company to obtain credit support at a lower cost and improve the efficiency of the use of funds.
5、 Risk assessment
The finance company has legal and effective financial license and business license of enterprise legal person, and has good business performance. It is not found that it violates the provisions of the measures for the administration of financial companies of enterprise groups. During the deposit business, the company will pay close attention to the operation of the financial company, obtain various operation related information of the financial company, and evaluate the safety and liquidity of the funds deposited in the financial company.
6、 Approval procedure
1. The company held the 21st Meeting of the 11th board of directors on March 30, 2022, considered and adopted the proposal on signing financial cooperation agreement, and the related directors avoided voting. The proposal will also be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, which can be implemented only after being deliberated and approved by the general meeting of shareholders.
2. The independent directors reviewed the above related party transactions and believed that this related party transaction can save the company's financial transaction costs and expenses, and the transaction process of this related party transaction follows the principles of fairness and reasonableness and does not harm the interests of the company and other shareholders, especially medium and small shareholders and non related shareholders, and agreed to this related party transaction.
3. The audit committee of the board of Directors believes that the financial company has good service quality and operation, can meet the payment needs of the company, can ensure the safe and normal use of the company's funds, and the risk of the transaction is small; The operation process of related party transactions is carried out under the principles of fairness, openness and impartiality, and the decision-making procedures comply with the provisions of the company law, the securities law and the articles of association.
6、 Documents for future reference
1. Resolutions of the 21st Meeting of the 11th board of directors of the company;
2. Opinions of independent directors signed and confirmed by independent directors;
3. Written audit opinions signed and confirmed by members of the audit committee of the board of directors.
It is hereby announced.
Beijing Aerospace Changfeng Co.Ltd(600855)
Board of directors
April 1, 2022
