Citic Securities Company Limited(600030)
About Beijing Originwater Technology Co.Ltd(300070) financing lease to CCCC
Verification opinions on the application of reverse factoring business and related party transactions by Co., Ltd
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) ") as the sponsor of Beijing Originwater Technology Co.Ltd(300070) (hereinafter referred to as " Beijing Originwater Technology Co.Ltd(300070) " and "the company") to issue A-share shares to specific objects, 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 Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, Citic Securities Company Limited(600030) checked the application of the company and CCCC Finance Leasing Co., Ltd. (hereinafter referred to as "CCCC leasing") for reverse factoring business. The relevant verification and opinions are as follows:
1、 Overview of related party transactions
In order to meet the needs of the company's operation and development, the company plans to apply to CCCC Finance Leasing Co., Ltd. (hereinafter referred to as "CCCC leasing") for reverse factoring, with a reverse factoring limit of RMB 1 million and a term of 1 year.
According to paragraph (II) of article 7.2.3 of Shenzhen Stock Exchange GEM Listing Rules, CCCC leasing is an affiliated legal person of the company, and the reverse factoring business applied for this time belongs to affiliated transactions. On April 7, 2022, the 23rd Meeting of the 5th board of directors held by the company considered and approved the proposal on applying for reverse factoring business and related party transactions from CCCC Financial Leasing Co., Ltd. by unanimous vote, and the related directors Huang Jianglong, Liu Xiaodan, Kong Weijian, Xu Aihua and Du Xiaoming avoided voting. The independent directors of the company issued a prior approval opinion on the matter and issued an independent opinion with explicit consent.
Since the total amount of this related party transaction does not exceed 5% of the company's latest audited net assets, according to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, this related party transaction does not need to be submitted to the general meeting of shareholders for deliberation, and does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies. 2、 Basic information of related parties
Company name: CCCC Finance Leasing Co., Ltd
Legal representative: Zhang Jianxing
Registered capital: 570 million yuan
Date of establishment: May, 2014
Company type: limited liability company (Sino foreign joint venture)
Registered address: room 318, third floor, centralized auxiliary area, A5 reservoir area, No. 530 Zhengding Road, China (Shanghai) pilot Free Trade Zone
Business scope: financial leasing business; charter business; Purchase of leased property from outside China; Disposal and maintenance of the residual value of the leased property; Leasing transaction consultation and guarantee; Engage in commercial factoring business related to the main business. Equity structure: CCCC Capital Holding Co., Ltd. holds 66% of its equity; Zhonghe Property Co., Ltd. holds 15% of its equity; CCCC International (Hong Kong) Holding Co., Ltd. holds 10% of its equity; Shanghai Shanghai Zhenhua Heavy Industries Co.Ltd(600320) (Group) Co., Ltd. holds 9% of its equity.
Affiliated relationship: China Communications Construction Group Co., Ltd. is the indirect controlling shareholder of the company, and CCCC leasing is the legal person indirectly controlled by China Communications Construction Group Co., Ltd. according to paragraph (II) of article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange, CCCC leasing is the affiliated legal person of the company.
Financial situation: as of December 31, 2020, CCCC leasing had total assets of 47306443900 yuan, total liabilities of 37371054100 yuan and net assets of 9935389800 yuan. From January to December 2020, the operating income was 27401000 yuan, the total profit was 740959500 yuan, and the net profit was 526789100 yuan. The above data have been audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership).
As of September 30, 2021, CCCC leasing had total assets of 56747953400 yuan, total liabilities of 46062425200 yuan and net assets of 10685528200 yuan. From January to September 2021, the operating revenue was 2390782800 yuan, the total profit was 785253300 yuan, and the net profit was 589440400 yuan.
From the beginning of the year to the date of issuance of this verification opinion, the total amount of various related party transactions with the related person accumulated: from the beginning of 2022 to the date of issuance of this verification opinion, the amount of various related party transactions between the company and CCCC leasing was 138377 million yuan.
Upon verification, CCCC leasing does not belong to the dishonest executee.
3、 Basic information of related party transactions
The company applies to CCCC leasing for reverse factoring business, which is based on the transaction of purchasing goods, receiving services or leasing assets by the company on credit. CCCC leasing provides the company with a revolving credit line of 1 billion yuan, which is valid for 1 year, and the financing period of a single withdrawal shall not exceed 1 year.
4、 Main contents of related party transaction agreement
Party A: CCCC Finance Leasing Co., Ltd
Party B: Beijing Originwater Technology Co.Ltd(300070)
1. Reverse factoring credit line: RMB 1 billion
2. Term of reverse factoring credit: 1 year
3. Varieties: reverse factoring with recourse and reverse factoring without recourse
5、 Purpose, pricing basis and impact on the company of related party transactions
The company's application to CCCC leasing to carry out reverse factoring business is for the needs of the company's daily operation and development, helps the company to broaden financing channels, realize financing diversification, reduce financing costs, is conducive to the overall development of the company and is in line with the interests of the company and all shareholders. The pricing of related party transactions follows the principles of fairness, rationality and fairness, and there is no damage to the interests of the listed company and all shareholders, or violation of relevant laws and regulations. This application for reverse factoring will not have a material impact on the company's financial status and operating results, nor will it affect the company's independence, which is in line with the overall development interests of the company.
6、 Review procedure
The reverse factoring business cooperation agreement signed between the company and CCCC leasing and the related party transaction have been deliberated and approved by the 23rd Meeting of the 5th board of directors held by the company, and the related directors Huang Jianglong, Liu Xiaodan, Kong Weijian, Xu Aihua and Du Xiaoming avoided voting. The independent directors of the company issued a prior approval opinion on the matter and issued an independent opinion with explicit consent.
7、 Opinions of the board of directors
The board of Directors believes that the signing of the reverse factoring business cooperation agreement between the company and CCCC leasing is based on the needs of the company's operation and development. The transaction terms are fully negotiated and determined by both parties. The reverse factoring business cooperation agreement complies with the provisions of relevant laws, regulations and the articles of association. The matters agreed in the agreement are fair and reasonable, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
8、 Independent opinions of independent directors
The independent directors of the company conducted a prior review of the above-mentioned related party transactions and issued independent opinions as follows: the reverse factoring business of the company and CCCC lease application follows the principles of fairness, impartiality and openness, and there is no transfer of interests and damage to the interests of the company and shareholders. This connected transaction will not affect the independence of the company, nor will it adversely affect the operation of the company. When the board of directors of the company considered the proposal of related party transactions, the related directors have avoided voting, and the decision-making procedures comply with the provisions of relevant laws and regulations. Therefore, we agree to the above related party transactions.
9、 Opinions of the sponsor
After verification, the recommendation institution believes that:
The reverse factoring business cooperation agreement signed between the company and CCCC leasing has been deliberated and approved by a unanimous vote at the 23rd Meeting of the Fifth Board of directors, the related directors avoided voting, the independent directors expressed their independent opinions and fulfilled the necessary approval procedures, Comply with the provisions of relevant laws, regulations, normative documents and the articles of association, such as the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies. The recommendation institution has no objection to the above matters. (no text below)
(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) verification opinions on Beijing Originwater Technology Co.Ltd(300070) applying to CCCC Finance Leasing Co., Ltd. for reverse factoring business and related party transactions)
Yang Bo Ge Xin
Citic Securities Company Limited(600030) April 8, 2022
