Securities code: 000701 securities abbreviation: Xiamen Xindeco Ltd(000701) Announcement No.: 2022-4 Xiamen Xindeco Ltd(000701)
About accepting financial assistance from Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd
Announcement of 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
In order to support the company’s production and operation and ensure the smooth operation of the company’s operating funds, Xiamen Xindeco Ltd(000701) (hereinafter referred to as “the company”) will negotiate with Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. (hereinafter referred to as “ITC holding”) and sign the financial assistance agreement. ITC holdings will provide funds for the company, which will be used by the company on a rolling basis. The service life shall not exceed 12 months, the interest rate shall not be higher than the company’s external financing cost in the same period, and the maximum balance on hand shall not exceed 3.6 billion yuan.
ITC holdings holds 45.00% equity of the company and is the controlling shareholder of the company. According to paragraph (I) of article 10.1.3 of the Listing Rules of Shenzhen Stock Exchange, the company forms a connected relationship with ITC holdings, and accepting its financial assistance constitutes a connected transaction.
After the prior approval of the independent directors, the matter shall be submitted to the second meeting of the 11th board of directors of the company in 2002 held on January 10, 2022 for deliberation. The meeting deliberated and adopted the proposal on accepting financial assistance and related party transactions from Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. Three members of the board of directors participated in the voting and passed the above proposal with 3 affirmative votes, 0 negative votes and 0 abstention votes. Mr. Li Zhihuang, the chairman, Mr. Wang Mingcheng, the vice chairman, and Mr. Guo Congming, Mr. Zeng Tingyi and Mr. Lin Ruijin, the directors, as affiliated directors, avoided voting on this proposal. The independent directors of the company expressed independent opinions on the related party transaction.
According to the requirements of the articles of association and other relevant provisions, this connected transaction needs to be submitted to the general meeting of shareholders for deliberation, and the connected persons interested in the connected transaction will avoid voting on the proposal at the general meeting of shareholders. This connected transaction does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies, and does not need to be approved
2、 Basic information of related parties
Company name: Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd
Unified social credit Code: 91350200260147498n
Registered capital: 1659.9 million yuan
Date of establishment: August 31, 1995
Registered address: unit 2901, building a, international trade center, No. 4688 Xianyue Road, Huli District, Xiamen
Legal representative: Xu Xiaoxi
Company type: limited liability company (solely state-owned)
Business scope: 1. Operate and manage state-owned assets within the scope of authorization; 2. For projects not prohibited by other laws and regulations or requiring examination and approval, independently select business projects and carry out business activities.
History: Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. is a limited company solely established by Xiamen state-owned assets management organization with the approval of Xiamen Municipal People’s government. It was established in August 1995. Formerly known as Xiamen commerce and trade state-owned assets investment Co., Ltd., it has been renamed Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. according to the notice of state owned assets supervision and Administration Commission of Xiamen Municipal People’s Government (XGZ [2006] No. 90 and XGZ [2016] No. 452).
Main business development in recent three years: ITC Holdings has been in good operation in recent three years. In 2018, the operating revenue was 274096 million yuan, and in 2019, the operating revenue was 295.613 billion yuan. As of December 31, 2020 (audited), the total assets of ITC holdings were 153.556 billion yuan and the net assets were 50.324 billion yuan; From January to December 2020, ITC holdings had an operating revenue of 402.126 billion yuan and a net profit of 5.442 billion yuan. As of September 30, 2021 (Unaudited), the total assets of ITC holdings were RMB 258.847 billion and the net assets were RMB 65.645 billion; From January to September 2021, ITC holdings had an operating revenue of 453.759 billion yuan and a net profit of 4.166 billion yuan.
Equity structure: the state owned assets supervision and Administration Commission of Xiamen Municipal People’s government holds 100% of its equity.
Article 10.1.3 (I) of the stock listing rules of the stock exchange stipulates that the company and ITC holdings form an affiliated relationship, and this transaction constitutes an affiliated transaction.
3、 Basic information of the subject matter of related party transactions
In order to support the company’s production and operation and ensure the capital demand for the company’s business development, ITC holdings provides funds to the company for rolling use by the company, the service life shall not exceed 12 months, the interest rate shall not be higher than the company’s external financing cost in the same period, and the maximum on hand balance shall not exceed 3.6 billion yuan.
4、 Pricing policy and basis of transaction
The charging standard of loan interest refers to the market interest rate, which is not higher than the company’s external financing cost in the same period.
5、 Main contents of transaction agreement
1. The financial support provided by ITC holdings is used to supplement the company’s working capital.
2. The term of financial assistance provided by ITC holdings to the company shall not exceed 12 months, the interest rate shall not be higher than the company’s external financing cost in the same period, and the maximum balance on hand shall not exceed 3.6 billion yuan.
6、 Purpose and impact of related party transactions on the company
This transaction is conducive to meeting the capital needs of the company’s business development. The related party transactions follow the objective, fair and fair pricing principle, and there is no situation that damages the interests of the company and all shareholders, and does not affect the independence of the company. The company will calculate the corresponding borrowing costs according to the actual borrowing situation, and the interest expenses arising from the borrowing will be included in the company’s financial expenses.
7、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of the year to the disclosure date, the total amount of various related party transactions between the company and ITC holdings and its subsidiaries was 21.9273 million yuan.
8、 Prior approval and independent opinions of independent directors
The proposal shall be submitted to the board of directors for deliberation after being approved by the independent directors in advance.
Prior approval opinion of independent directors: ITC holdings supports the company’s operation and development, provides financial assistance to the company for the company’s capital turnover, and collects corresponding borrowing costs. The charging standard of borrowing costs refers to the market situation, the interest rate is not higher than the company’s external financing cost in the same period, the expense recognition standard is fair and reasonable, and does not harm the interests of the company and the majority of minority shareholders.
Independent opinions of independent directors: when the board of directors of the company deliberates this related party transaction proposal, relevant related directors avoid voting, and the voting procedures for related party transactions are legal and effective, in line with the company law, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and the articles of association.
9、 Opinion of the board of Auditors
ITC holdings provides financial support for the company to ensure the smooth operation of the company’s operating funds. It is reasonable for the company to pay the borrowing costs. The charging standard of the borrowing cost refers to the market standard, and the interest rate is not higher than the external financing cost of the company in the same period, which is fair and reasonable. The financial assistance agreement signed by both parties complies with the provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and the articles of association, and does not damage the interests of the company and shareholders. Agree to the proposal on accepting financial assistance and related party transactions from Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd.
10、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The related party transaction has been deliberated and approved by the board of directors of the company, and the related directors have avoided voting at the board of directors. The independent directors have approved the above matters in advance and expressed clearly agreed independent opinions. The relevant procedures are legal and compliant, and comply with the Listing Rules of Shenzhen stock exchange The guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws and regulations and the articles of association. This matter shall be submitted to the general meeting of shareholders of the company for deliberation.
In conclusion, the sponsor has no objection to the company’s acceptance of financial assistance from Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. 11、 Documents for future reference
1. Xiamen Xindeco Ltd(000701) resolution of the second meeting of the 11th board of directors in 2002; 2. Xiamen Xindeco Ltd(000701) independent directors’ prior review opinions and independent directors’ opinions;
3. Haitong Securities Company Limited(600837) verification opinions on Xiamen Xindeco Ltd(000701) accepting financial assistance and related party transactions from Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd.
It is hereby announced.
Xiamen Xindeco Ltd(000701) board of directors January 11, 2002
