Securities code: China Hainan Rubber Industry Group Co.Ltd(601118) securities abbreviation: China Hainan Rubber Industry Group Co.Ltd(601118) Announcement No.: 2022024 China Hainan Rubber Industry Group Co.Ltd(601118)
Announcement on signing the financial services agreement and related party transactions
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 China Hainan Rubber Industry Group Co.Ltd(601118) (hereinafter referred to as "the company") held the 8th meeting of the 6th board of directors on April 7, 2022, deliberated and adopted the proposal on the proposed signing of financial service agreement and related party transactions (voting results: 4 votes in favor, 0 votes against and 0 abstention; related directors AI Yilun, Jiang Hongtao, Li Xiaoping, Meng Xiaoliang and Han Xubin avoided voting). The relevant contents are hereby announced as follows:
1、 Overview of related party transactions
In order to save the company's financial transaction costs and expenses and further improve the use level and efficiency of funds, the company plans to sign the financial service agreement with the related party Hainan Nongken Group Finance Co., Ltd. (hereinafter referred to as the "finance company"), and the finance company will provide the company with financial services such as deposit, settlement and credit within the scope of business. 2、 Introduction to related parties
(I) introduction to relationship
The finance company is jointly funded by Haiken holding group and the company. Haiken holding group holds 80% and the company holds 20%. As Haiken holding group is the controlling shareholder of the company, according to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, the finance company is the affiliated legal person of the company. According to the relevant provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 5 - transactions and related party transactions, the above matters constitute related party transactions with financial companies.
(II) basic information of the financial company
1. Company name: Hainan Nongken Group Finance Co., Ltd
2. Date of establishment: December 15, 2011
3. Address: 23 / F, Haiken international financial center, No. 115 Binhai Avenue, Haikou City, Hainan Province
4. Legal representative: Deng Wenjie
5. Registered capital: 500 million yuan
6. Business scope: handle financial and financing consulting, credit visa 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; The scheme of internal transfer and settlement between members; Absorbing deposits from member units; Handle loans and financial leases for member units; Engage in interbank lending; Investment in marketable securities (excluding investment in the secondary stock market); Buyer's credit for products of member units; Underwriting corporate bonds of member units (general business projects are operated independently, and licensed business projects are operated with relevant licenses or approval documents) (III) financial status of the financial company
The main business of the finance company has developed steadily in the past three years and is in good operating condition. As of December 31, 2021, the total assets of the finance company were 1 Guangdong Bobaolon Co.Ltd(002776) 01 million yuan, the owner's equity was 8457749 million yuan, and the deposits from member units were 91526777 million yuan. In 2021, the operating income was 2318901 million yuan, the total profit was 179385000 yuan, and the after tax profit was 134530500 yuan. Except for the financial service agreement signed by both parties, there is no other relationship between the finance company and the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
3、 Main contents of financial services agreement
(I) the finance company provides the following financial services to the company and its subsidiaries:
Deposit services, loan services, bill acceptance and discount services, settlement services, entrusted loans and entrusted financial services, design of relevant financial service products and other businesses approved by Bank Of China Limited(601988) Industry Regulatory Commission. (II) when providing financial services to the branches and subsidiaries of the company, the financial company shall follow the following principles: 1. The deposit interest rate shall not be lower than the interest rate of similar deposits provided by major commercial banks in China to Party A in the same period; 2. The loan interest rate shall not be higher than the loan interest rate of the same grade obtained by Party A in China's major commercial banks in the same period; 3. Bill acceptance, discount and guarantee shall be handled by both parties through negotiation in accordance with the principles of fairness, fairness, autonomy and voluntariness. The interest rate shall follow the market according to the market price, and the rate shall be implemented in accordance with the relevant provisions of the people's Bank of China or Bank Of China Limited(601988) Insurance Regulatory Commission;
4. For other financial services other than the above businesses, the charging standards shall comply with the charging standards for such services stipulated by the people's Bank of China or Bank Of China Limited(601988) Insurance Regulatory Commission.
(III) the agreement shall be valid for one year, calculated from the effective date. If either party fails to request the other party to terminate the agreement 30 days before the expiration of the agreement, the agreement shall be automatically extended for one year, and the cumulative extension shall not exceed 3 times. The above extension is not limited by the number of times.
4、 Financial services transaction amount
The daily balance limit of the company's deposits in the financial company shall not be higher than 2 billion yuan.
5、 Capital risk control measures
(I) the company has formulated the risk prevention system for deposits in Hainan agricultural reclamation Group Finance Co., Ltd. and the risk disposal plan for deposits in Hainan agricultural reclamation Group Finance Co., Ltd., so as to effectively ensure the safety and liquidity of the company's deposits in the finance company.
(II) the finance company promises to ensure the safe operation of the fund management network and ensure the safety of the company's funds and interests.
(III) the finance company promises to provide annual audit reports to the company regularly and provide monthly accounting statements according to the needs of the company.
(IV) the finance company promises to perform the obligation of notification to the company in time in case of any situation that may endanger the safety of the company's deposits or other matters that may pose potential safety hazards to the company's deposited funds.
6、 Purpose of the transaction and its impact on the company
When the finance company handles deposits, bill acceptance and discount, settlement and other financial services for the company, both parties 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 capital use, reducing financing costs and financing risks, and providing financial support and smooth financing channels for the long-term development of the company. At the same time, the company holds 20% of the shares of the finance company. The company can obtain income from the business development of the finance company, which will not damage the interests of the company and minority shareholders, and will not affect the independence of the company, which is in line with the interests of the company and all shareholders.
7、 Prior approval and independent opinions of independent directors
This connected transaction has been approved in advance by the independent directors of the company, who have expressed their independent opinions. They believe that as a normative non bank financial institution approved by the Bank Of China Limited(601988) Industry Regulatory Commission, the financial company provides financial services for the company and its subsidiaries within its business scope in accordance with the provisions of relevant national laws and regulations; The financial services agreement to be signed by both parties follows the principle of equality and voluntariness, and the pricing principle is fair. There is no situation that damages the interests of the company and minority shareholders and does not affect the independence of the company; The risk prevention system of deposit funds in Hainan agricultural reclamation Group Finance Co., Ltd. and the risk disposal plan of deposit funds in Hainan agricultural reclamation Group Finance Co., Ltd. formulated by the company can effectively prevent, timely control and resolve the capital risks of the company in the finance company; The related party transaction is conducive to broaden the company's financing channels, reduce the company's financing costs and meet the needs of the company's operation and development. The board of directors of the company deliberated the proposal and the related directors avoided voting; The review procedure is legal and effective, and complies with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to this connected transaction.
8、 Documents for future reference
(I) resolutions of the 8th meeting of the 6th board of directors of the company;
(II) resolutions of the 5th meeting of the 6th board of supervisors of the company;
(III) prior approval opinions and independent opinions of independent directors of the company;
(IV) financial services agreement.
It is hereby announced.
China Hainan Rubber Industry Group Co.Ltd(601118) board of directors
April 11, 2022
