Huatai United Securities Co., Ltd
About Hc Semitek Corporation(300323)
Request the general meeting of shareholders to extend the validity period of the financial service agreement and related party transactions signed with Zhuhai HUAFA Group Finance Co., Ltd. Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor”) as the sponsor of Hc Semitek Corporation(300323) (hereinafter referred to as ” Hc Semitek Corporation(300323) ” or “company”) issuing shares to specific objects, In accordance with the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, and the measures for the administration of securities issuance and listing recommendation business, Prudential due diligence was conducted on the matters that Hc Semitek Corporation(300323) requested the general meeting of shareholders to extend the validity period of the financial services agreement and related party transactions signed between the company and Zhuhai HUAFA Group Finance Co., Ltd. the specific verification results are as follows:
1、 Overview of related party transactions
The company held the second meeting of the Fifth Board of directors and the second meeting of the Fifth Board of supervisors on July 6, 2021 and the second extraordinary general meeting of shareholders in 2021 on July 22, 2021, deliberated and adopted the proposal on signing the financial service agreement and related party transactions between the company and Zhuhai HUAFA Group Finance Co., Ltd, It is agreed that the company and Zhuhai HUAFA Group Finance Co., Ltd. (hereinafter referred to as “finance company”) sign the financial service agreement, and the finance company will provide the company and its subsidiaries with deposit services, loan services, settlement services, Bill services, foreign exchange services, guarantee services and other financial services approved by Bank Of China Limited(601988) Industry Regulatory Commission. The term of the agreement is three years, And authorize the management of the company to decide and handle specific matters related to credit within the credit line. The validity period of the above authorization matters is from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2021 to the date of holding the annual general meeting of shareholders in 2021.
In view of the expiration of the validity of the above related authorization matters, in order to ensure the continuity and effectiveness of the deposit, loan and credit matters between the company and the finance company and ensure the smooth progress of the above transactions, the company held the 12th meeting of the Fifth Board of directors on April 11, 2022 The 8th meeting of the 5th board of supervisors deliberated and approved the proposal on requesting the general meeting of shareholders to extend the validity period of the authorization related to the signing of the financial service agreement and related transactions between the company and Zhuhai HUAFA Group Finance Co., Ltd. the related directors have avoided voting, and the board of directors of the company requested the general meeting of shareholders to extend the validity period of the above authorization from the expiration date to be consistent with the validity period of the financial service agreement. In addition to extending the validity of relevant authorization matters, the original scheme on the above related party transactions remains unchanged. The independent directors of the company express their prior approval opinions and clearly agreed independent opinions on this matter. This matter needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the related shareholders will avoid voting on the proposal at the general meeting of shareholders.
2、 Basic information of related parties
(I) introduction to related parties
Company name: Zhuhai HUAFA Group Finance Co., Ltd
Date of establishment: September 2013
Legal representative: Xu Jili
Unified social credit Code: 914404 Xinxing Ductile Iron Pipes Co.Ltd(000778) 8756xy
Registered address: 26th floor, Hengqin international financial center building, cross gate Central Business District, Hengqin new area, Zhuhai
Registered capital: 2 million yuan
Company type: other limited liability companies
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).
(II) equity structure
The actual controller of the financial company is the state owned assets supervision and Administration Commission of Zhuhai Municipal People’s government, and the financial company is not the person who is dishonest.
No. name of shareholder and proportion of capital contribution
1 Zhuhai HUAFA Group Co., Ltd. 30%
2 Zhuhai Huachuang Investment Management Co., Ltd. 20%
3 Zhuhai HUAFA trading Holding Co., Ltd. 20%
4 Zhuhai cross gate CBD Construction Holding Co., Ltd. 10%
5 Huafa Industrial Co.Ltd.Zhuhai(600325) 10%
6 Zhuhai HUAFA Investment Holding Group Co., Ltd. 10%
Total 100%
(III) financial status
According to the audit report ztsz (2022) No. 442c003073 issued by the finance company by the Grant Thornton certified public accountants firm (special general partnership) qualified to perform securities and futures related businesses, as of December 31, 2021, the cash and deposits in the Central Bank of the finance company were 278230127440 yuan, and the deposits in banks and other financial institutions were 984371327028 yuan; The total assets are 58 Beijing Kingee Culture Development Co.Ltd(002721) 59851 yuan and the net assets are Beijing Aerospace Changfeng Co.Ltd(600855) 940667 yuan; In 2021, the operating income was 216327335409 yuan and the net profit was 89341721136 yuan.
3、 Pricing policy and basis of transaction
For details of the pricing principles of related party transactions or related party services in this agreement, please refer to “IV. pricing principles of related party transactions in this Agreement / (II) pricing principles of related party services in this market”.
4、 Main contents of the financial services agreement
Party A: Hc Semitek Corporation(300323)
Party B: Zhuhai HUAFA Group Finance Co., Ltd
(I) cooperation content of both parties
Within its business scope, Party B will provide financial services for Party A and its wholly-owned and holding subsidiaries (hereinafter referred to as “subsidiaries”) according to the requirements of Party A.
1. Deposit service
Party B provides deposit services for Party A and formulates the best deposit portfolio. The deposit forms include demand deposit, time deposit, call deposit, agreement deposit, etc; Deposit currencies include RMB and foreign currencies.
2. Loan services
(1) On the premise of complying with relevant national laws and regulations, Party B will provide comprehensive credit services for Party A according to the business and development needs of Party A, and Party B will give priority to meeting the needs of Party A within its own financial capacity.
(2) Party B provides loan services to Party A and its subsidiaries in accordance with the general commercial terms. For business applications that meet the conditions of Party B’s credit loan, Party A and its subsidiaries need not provide any asset mortgage, right pledge or other guarantee.
(3) When Party A’s holding subsidiary uses the credit line, Party B shall conduct credit review separately.
3. Settlement service
The settlement business refers to the transaction settlement between Party A and its subsidiaries, and the transaction settlement between Party A and its subsidiaries and the member units of Zhuhai HUAFA Group Co., Ltd. or other third parties.
4. Bill service
According to the application of Party A, Party B can provide bill financial services for Party A and its subsidiaries, including but not limited to bank acceptance bill, commercial acceptance bill and other related businesses.
5. Foreign exchange services
After obtaining the qualification of foreign exchange settlement and sales business approved by relevant regulatory authorities, Party B can provide foreign exchange settlement and sales services for Party A and its subsidiaries according to the application of Party A.
6. Guarantee services
At the request of Party A and its subsidiaries, Party B shall provide Party A and its subsidiaries with written credit guarantee for financing, financial leasing, bidding, performance and other matters, which shall be handled in accordance with the relevant measures of Party B’s guarantee business.
7. Other financial services that Party B can provide and approved by the CBRC
When Party B provides the above financial services to Party A and its subsidiaries, it can negotiate with Party A and its subsidiaries and sign relevant specific agreements separately according to the contents specified in the agreement. The charging standard of relevant agreements shall be consistent with the pricing principle specified in the agreement.
(II) determination principle of service price
1. Deposit service: the interest rate of Party B’s current and time deposits from Party A and its subsidiaries shall be determined by Party A and Party B through fair negotiation with reference to the interest rate provided by general commercial banks for similar deposits, but shall not be lower than the benchmark interest rate for the same period specified by the people’s Bank of China for such deposits. In addition to the above, Party B’s interest rate of current and time deposits from Party A and its subsidiaries, It shall also not be lower than the interest rate determined by Party B to absorb the same kind of deposits from any third party in the same period.
2. Loan service: the interest rate of Party B’s loan to Party A and its subsidiaries shall be determined by both parties through negotiation, but shall not be higher than the loan interest rate implemented by commercial banks at the same level in the same period.
3. Settlement services: the fees charged by Party B for providing various settlement services for Party A and its subsidiaries shall not be higher than the fees charged by Party B to any third party with the same credit level for similar services in the same period.
4. Bill business: the relevant rate will not be higher than that of similar products of other financial institutions in China. 5. Other services: the fees charged by Party B for providing other services for Party A and its subsidiaries shall not be higher than the upper limit of fees charged by the people’s Bank of China for this type of services (if applicable), nor higher than the fees charged by any third party for providing the same kind of services to Party A and its subsidiaries; In addition to the foregoing, the fees charged by Party B for providing such services to Party A and its subsidiaries shall not be higher than those charged by Party B for providing the same kind of services to any third party with the same credit level.
(III) trading limit
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 validity of the agreement, the maximum deposit balance (including accrued interest) deposited by Party A and its subsidiaries to Party B shall not exceed RMB 300 million for three consecutive working days, and 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. Within the validity period of the agreement, the total comprehensive credit line applied by Party A and its subsidiaries to Party B shall not exceed 600 million yuan, and the above comprehensive credit line shall be approved by the finance company. The purpose of loan and comprehensive credit can include fixed asset loan, project revolving loan, working capital loan, bill acceptance and discount, letter of guarantee and accounts receivable factoring. Party A and its holding subsidiaries can use the credit line for loans. When Party B handles loans, bill acceptance and discount, letter of guarantee, accounts receivable factoring and other businesses to Party A’s subsidiaries, it shall ensure that Party A’s subsidiaries have been authorized by Party A.
(IV) effective conditions and validity period of the agreement
The agreement shall come into force after all the following conditions are met and shall be valid for three years:
1. The legal representatives or authorized representatives of Party A and Party B sign and affix official seals;
2. Party A shall obtain the approval of the board of directors, the general meeting of shareholders and other competent authorities in accordance with the provisions of its articles of association, the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws, regulations and rules.
5、 The purpose of related party transactions and the impact of this related party transaction on Listed Companies
This related party transaction is mainly based on the daily operation needs of the company and its subsidiaries to further optimize the company’s financial management, reduce capital costs, improve capital income and improve capital operation ability. The pricing of related party transactions is open, fair and just, and the price is fair, which does not affect the company’s sustainable operation ability and does not damage the rights and interests of shareholders, especially minority shareholders.
The company checked the certificate data of the finance company, reviewed the capital verification report of the finance company, assessed its business qualification, business and risk status, and issued the risk continuous assessment report on the related deposit and loan and other financial businesses of the company and Zhuhai HUAFA Group Finance Co., Ltd. The financial management system of the company has been established in strict accordance with the provisions of the financial supervision measures of the CBRC, and the company has a relatively complete and effective financial management system, which meets the requirements of the financial supervision measures of the company. The risk between the company’s credit granting business and the company’s financial management, and the risk between the company’s credit granting business and the company’s financial management are not found.
In order to standardize the related party transactions between the company and the finance company, the company has formulated the risk disposal plan for the company to carry out related deposit and loan and other financial businesses with Zhuhai HUAFA Group Finance Co., Ltd., so as to effectively ensure the safety and liquidity of the company’s deposits in the finance company.
6、 Total amount of deposits and loans accumulated with the related party since the beginning of the year
From January 1, 2022 to April 11, 2022, according to the limit agreed in the financial service agreement originally signed between the company and the finance company, the company carried out deposit and loan business in the finance company. The maximum amount of single day loan of the company and its subsidiaries in the related party finance company was 200 million yuan and the maximum amount of single day deposit was 1123750 yuan. As of the date of issuance of this verification opinion, the loan balance was 100 million yuan and the deposit balance was 332.12 yuan.
7、 Decision making procedures for the performance of this connected transaction
(I) review procedure
The 12th general meeting of the board of directors of Zhuhai HUAFA Financial Services Co., Ltd. and the 5th General Meeting of the board of directors of Zhuhai HUAFA Financial Services Co., Ltd. were held on April 2024, and the agreement on the extension of financial services was submitted to the 12th general meeting of the board of directors of Zhuhai HUAFA Financial Services Co., Ltd
