Securities code: Baoding Lucky Innovative Materials Co.Ltd(300446) securities abbreviation: ST Le Cai Announcement No.: 2022031 about the company’s intention to cooperate with Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd
Announcement on signing the financial services agreement and related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. Transaction content: in order to explore financing channels, increase financing methods, reduce financing costs and meet the needs of the company’s business development, the company plans to sign the financial service agreement with Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd. (hereinafter referred to as “aerospace finance company”), the company will open a deposit and loan account with aerospace finance company, and aerospace finance company will provide deposit, loan and other financial services to the company. The daily deposit balance of the company in the account of aerospace finance company shall not exceed 180 million yuan, and aerospace finance company provides the company with a comprehensive credit line of 250 million yuan.
2. Description of association relationship: Aerospace finance company is a company controlled by China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd. (hereinafter referred to as “aerospace group”), the actual controller of the company. According to the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), aerospace finance company has an association relationship with the company, so this financial service constitutes a connected transaction.
3. Voting: the 14th meeting of the 4th board of directors of the company deliberated and approved the proposal on the company’s intention to sign the financial service agreement and related party transactions with Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd., and the related directors Li Baomin, song Wensheng and Xie min avoided voting. The independent directors of the company approved the related party transactions in advance and expressed independent opinions. In accordance with the provisions of the articles of association and the management system of related party transactions, this proposal still needs to be submitted to the general meeting of shareholders for deliberation, and the related shareholder China Lucky Group Co., Ltd. will withdraw from voting at the general meeting of shareholders.
4. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
1. Basic information of finance company
Company name: Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd
Nature of enterprise: limited liability company
Legal representative: Shi Weiguo
Registered capital: 650 million yuan
Unified social credit Code: 91110 Berry Genomics Co.Ltd(000710) 92891p
Registered address: floors 01-03 and 07-09, No. 31, pinganli West Street, Xicheng District, Beijing. Business scope: (I) handle financial and financing consulting, credit assurance and related consulting and agency business for member units; (II) assist member units to realize the receipt and payment of transaction funds; (III) approved insurance agency business; (IV) providing guarantee to member units; (V) handling entrusted loans and entrusted investments between member units; (VI) handle bill acceptance and discount for member units; (VII) handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; (VIII) absorbing deposits from member units; (IX) handle loans and financial leases for member units; (x) engaging in interbank lending; （11） Issue financial corporate bonds upon approval; （12） Underwriting corporate bonds of member units; （13） Equity investment in financial institutions; （14） Securities investment; （15） Product buyer’s credit and financial leasing of member units.
Actual controller: China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd
2. Basic financial status of aerospace finance company:
As of December 31, 2021, the company has total assets of 174207 billion yuan, total liabilities of 160822 billion yuan, owner’s equity of 13.385 billion yuan, total operating income of 4.05 billion yuan, total profit of 2.318 billion yuan and net profit of 1.806 billion yuan.
3. The actual controller of the finance company is China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd. According to the Shenzhen Stock Exchange GEM Listing Rules, this transaction constitutes a connected transaction. 3、 Main contents of related party transactions
1. After being deliberated and approved by the general meeting of shareholders of the company, the financial service agreement shall be signed with aerospace finance company at a selected time, with a term of one year;
2. The company opens deposit and loan accounts with aerospace Finance Corporation, and aerospace Finance Corporation provides deposit, loan and financial leasing services, settlement and other financial businesses approved by Bank Of China Limited(601988) Insurance Regulatory Commission;
3. The daily deposit balance of the company in the account of aerospace finance company shall not exceed 180 million yuan (including bill deposit);
4. Aerospace Finance Corporation provides the company with a comprehensive credit line of 200 million yuan, which can be recycled within the scope of the credit line. The pricing principle is that the charge of the above comprehensive credit line is not higher than that of similar products or services in the market.
4、 Pricing policy and basis of related party transactions
The pricing of this connected transaction follows the principles of fairness, reasonableness and fairness, and there is no situation that damages the interests of the listed company and all shareholders.
1. The deposit interest rate of the company in aerospace Finance Corporation shall not be lower than the lower limit of the benchmark interest rate for the same period specified by the people’s Bank of China for deposits of the same kind, nor lower than the interest rate applicable to the major commercial banks of China to provide the same kind of deposit services to the member units of China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd., nor lower than the interest rate determined by aerospace Finance Corporation to absorb the same kind of deposits of other member units of China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd; Except for special circumstances stipulated in laws, regulations and other normative documents, the company can withdraw all deposits in aerospace finance company at any time; 2. The loan interest rate of the company in aerospace finance company shall be implemented in accordance with the relevant provisions of the people’s Bank of China and the relevant management measures of Party B; Not higher than the interest rate applicable to the same kind of loan services provided by state-owned commercial banks to the member units of aerospace group. If Aerospace finance company cannot give the interest rate level that meets the above conditions, both parties shall negotiate and solve it in accordance with the principles of legal compliance, fairness and fairness;
3. The settlement expenses incurred by aerospace finance company in providing settlement services for the company shall be borne by aerospace finance company, and the company shall not bear relevant settlement expenses;
4. If the people’s Bank of China or Bank Of China Limited(601988) Insurance Regulatory Commission has the charging standard for similar financial services, the fees charged by aerospace finance company for providing other financial services for the company shall comply with relevant regulations, and shall not be higher than the fees charged by aerospace finance company for similar business to other member units of China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd. under the same conditions;
5. According to the business needs of the company, aerospace finance company will regularly provide comprehensive credit business for the company on the premise of complying with applicable laws, including but not limited to loans, discounts, guarantees and other forms of capital financing.
6. The company has the right to decide the amount of deposit and loan and the time of withdrawal according to its own business needs.
7. The aerospace finance company shall ensure the safe operation of the fund management network, ensure the safety of the company’s funds in the aerospace finance company and meet the company’s payment needs.
5、 Purpose of related party transactions and its impact on the company
As a financial service provider within Aerospace Group, aerospace finance company has a better understanding of the company’s operation and smooth communication between the two sides, which is conducive to providing convenient and efficient financial services for the company; In addition, the deposit and loan interest rate provided by aerospace finance company to the company is equal to or better than the deposit and loan interest rate provided by commercial banks, which not only provides financial support and smooth financing channels for the company, but also reduces financing costs and financing risks.
6、 From the beginning of 2022 to the disclosure date, the total amount of various related party transactions with the related party has been accumulated
From the beginning of 2022 to March 31, the company had other related party transactions with Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd., of which the amount of deposit business was 13.348 million yuan and the amount of deposit interest was 26400 yuan; The credit line of Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd. is 5.3156 million yuan.
7、 Prior approval opinions and independent opinions of independent directors
The independent directors of the company carefully reviewed the proposal on signing the financial service agreement and related party transactions with Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd. submitted by the board of directors and believed that Aerospace Hi-Tech Holding Group Co.Ltd(000901) finance company, as a normative non bank financial institution approved by Bank Of China Limited(601988) Industry Regulatory Commission, provides financial services to the company in accordance with the principle of equality, voluntariness and fair pricing, The related party transaction can broaden the company’s financing channels, improve the company’s capital use efficiency, reduce capital use costs and financing risks, and is conducive to the company’s long-term development. We agree to submit the above matters to the board of directors of the company for deliberation.
At the same time, we express the following independent opinions: the signing of the financial service agreement between the company and aerospace finance company is conducive to the company to explore financing channels, increase financing methods and reduce financing costs, which is in line with the needs of the company’s operation and development. This connected transaction follows the principle of fairness and rationality, has no negative impact on the current and future financial status and operating results of the company, will not affect the independence of the company, and does not damage the legitimate rights and interests of the company and all shareholders, especially medium and small shareholders and non connected shareholders. During the voting process of the board of directors of the company, relevant related directors have avoided voting according to law, and the voting procedures comply with the provisions of the company law, securities law and other relevant laws and regulations and the articles of association. The independent directors unanimously agree that the company plans to sign the financial service agreement and related party transactions with Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd., and agree to submit the proposal on the company’s plan to sign the financial service agreement and related party transactions with Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd. to the general meeting of shareholders for deliberation.
After review, the board of supervisors believes that the signing of the financial service agreement between the company and the finance company is conducive to the company to develop financing channels, increase financing methods and reduce financing costs, which is in line with the needs of the company’s operation and development. This connected transaction follows the principle of fairness and rationality, has no negative impact on the current and future financial status and operating results of the company, will not affect the independence of the company, and does not damage the legitimate rights and interests of the company and all shareholders, especially medium and small shareholders and non connected shareholders. The independent directors approved the related party transaction in advance and expressed their agreed independent opinions; The recommendation institution China Securities Co.Ltd(601066) issued special verification opinions on this proposal; During the voting process of the company’s board of directors, related directors avoided voting according to law, and the decision-making procedures were compliant and legal. Therefore, the board of supervisors agreed that the company intends to sign the financial services agreement and related party transactions with Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd.
9、 Documents for future reference
1. Resolutions of the 14th meeting of the 4th board of directors of the company;
2. Resolutions of the 11th meeting of the 4th board of supervisors of the company;
3. Prior approval opinions of independent directors on relevant matters of the company;
4. Independent opinions of independent directors on relevant matters of the company;
5. Business license of Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd;
6. financial license of Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd.
It is hereby announced.
Baoding Lucky Innovative Materials Co.Ltd(300446) board of directors April 19, 2022
