Stock Code: Huafa Industrial Co.Ltd.Zhuhai(600325) stock abbreviation: Huafa Industrial Co.Ltd.Zhuhai(600325) Announcement No.: 2022017 Huafa Industrial Co.Ltd.Zhuhai(600325)
Announcement on Amending the financial services agreement and related party transactions
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
1、 Overview of related party transactions
After the deliberation and approval of the fourth extraordinary general meeting of shareholders in 2020, the company signed the financial service agreement (hereinafter referred to as the “original agreement”) with Zhuhai HUAFA Group Finance Co., Ltd. (hereinafter referred to as the “finance company”). Now, through friendly negotiation, both parties intend to amend the terms of the original agreement and re sign the financial services agreement. The specific amendments are as follows:
(I) Article 4 trading limit
Original agreement:
“In consideration of financial control and transaction rationality, Party A and Party B shall make corresponding restrictions on the amount of deposit service transactions between Party A and its subsidiaries and Party B. during the term of this agreement, Party A and its subsidiaries shall deposit the maximum deposit balance (including accrued interest) to Party B It shall not exceed RMB 15 billion for three consecutive working days. The deposit limit shall be monitored by Party A. if necessary, Party B shall provide data to Party A to assist in monitoring. If Party A’s deposit in Party B exceeds the maximum deposit limit due to settlement and other reasons, Party B shall notify Party A to transfer the amount exceeding the deposit limit to the bank account of Party A and its subsidiaries within 3 working days.
……”
Amend to read:
“In consideration of financial control and transaction rationality, Party A and Party B shall make corresponding restrictions on the amount of deposit service transactions between Party A and its subsidiaries and Party B. during the term of this agreement, the maximum daily deposit balance deposited by Party A and its subsidiaries to Party B shall not exceed RMB 25 billion, and the deposit limit shall be monitored by Party A. if necessary, Party B shall provide data to Party A to assist in monitoring. In case of settlement If Party A’s deposit in Party B exceeds the maximum deposit limit due to settlement and other reasons, Party B shall notify Party A within 3 working days to transfer the amount exceeding the deposit limit to the bank account of Party A and its subsidiaries.
……”
(II) Article 6 Party B’s commitment paragraph 1
Original agreement:
“1. According to the supervision and information disclosure requirements of Party A, provide various legal documents, agreements, government approvals, financial materials and other materials required, and ensure the integrity, accuracy and authenticity of all materials and information provided.”
Amend to read:
“1. According to the supervision and information disclosure requirements of Party A, provide various legal documents, agreements, government approvals, financial materials and other materials required by Party A, and ensure the integrity, accuracy and authenticity of all materials and information provided by Party A for Party A to disclose the related party transactions, risk assessment reports, risk disposal plans and other contents involving the financial company in the semi annual report and annual report according to relevant regulations.”
The 14th meeting of the 10th board of directors of the company was held on April 8, 2022. The proposal on Amending the financial services agreement and related party transactions was deliberated and adopted by 8 votes in favor, 0 votes against and 0 abstentions. Related directors Li Guangning, Guo Lingyong, Xie Wei, Guo Jin, Xu Jili and Zhang Yan avoided voting on the above proposals.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Introduction to related parties and related relationships
1. Company name: Zhuhai HUAFA Group Finance Co., Ltd
2. Unified social credit Code: 914404 Xinxing Ductile Iron Pipes Co.Ltd(000778) 8756xy
3. Legal representative: Xu Jili
4. Date of establishment: September 2013
5. Registered capital: RMB 2 billion
6. Address: Zone A, building 18, Hengqin financial industry service base, Zhuhai
7. 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; Underwriting corporate bonds of member units; Securities investment; Other financial businesses approved by Bank Of China Limited(601988) Industry Regulatory Commission. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
8. Main financial data of the latest year (audited): as of December 31, 2021, the total assets of the finance company (audited) were 58 Beijing Kingee Culture Development Co.Ltd(002721) 600 yuan and the net assets were Beijing Aerospace Changfeng Co.Ltd(600855) 9400 yuan; In 2021, the operating revenue was 21632734 million yuan and the net profit was 8934172 million yuan.
HUAFA group is the controlling shareholder of the company, and the finance company is the holding subsidiary of HUAFA group. Ms. Xu Jili, a director of the company, served as the chairman of the finance company. This transaction constitutes a connected transaction.
3、 The purpose of related party transactions and the impact of this related party transaction on Listed Companies
The above connected transactions are conducive to improving capital income and capital operation ability, and have no significant impact on the normal business activities and financial status of the company; The pricing of related party transactions is open, fair and just, and the price is fair, without damaging the rights and interests of the company and minority shareholders.
4、 Opinions of independent directors
According to the relevant provisions of the CSRC, the independent directors of the company, Zhang Xuebing, Wang Yuetang, Ding Huang, Gao Zicheng and Xie Gang, approved the above-mentioned connected transactions in advance and issued independent opinions as follows:
This related party transaction is to revise the financial service agreement previously signed by both parties in combination with the actual operation of the company and the provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 5 – transactions and related party transactions, which is conducive to improving capital income and capital operation ability. The matter is open, fair and fair, the pricing is fair, and there is no behavior damaging the interests of the company and minority shareholders.
The decision-making procedure of this connected transaction complies with the requirements of relevant laws and regulations, the provisions of the articles of association and the company’s connected transaction management system. All connected directors avoid voting, and the voting procedure complies with the provisions of the company law, the securities law and other relevant laws, regulations and the articles of association.
Accordingly, we agree to submit the above related party transactions to the general meeting of shareholders of the company for deliberation.
6、 Directory of documents for future reference
1. Resolutions of the 14th meeting of the 10th board of directors;
2. Prior approval opinions and independent opinions of independent directors on matters related to the 14th meeting of the 10th board of directors.
It is hereby announced.
Board of directors
April 9, 2002
