Securities code: Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) securities abbreviation: Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) Announcement No.: 2022029 Zhejiang Provincial New Energy Investment Group Co.Ltd(600032)
Announcement on signing financial service agreement and related party transactions with finance companies
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.
Important content tips:
Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) (hereinafter referred to as the "company") intends to sign the financial service agreement with Zhejiang Energy Group Finance Co., Ltd. (hereinafter referred to as the "finance company") to agree on the service scope, service limit, pricing principle and other matters.
The finance company is an enterprise controlled by Zhejiang Energy Group Co., Ltd. (hereinafter referred to as "zheneng group"), the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, the finance company is an affiliated legal person of the company, and this transaction constitutes a connected transaction.
The related party transaction has been deliberated and approved at the 34th meeting of the first board of directors of the company, the related directors avoided voting, and the independent directors of the company approved in advance and expressed their agreed independent opinions. This connected transaction needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Overview of related party transactions
On April 19, 2022, the company held the 34th meeting of the first board of directors, deliberated and approved the proposal on signing the financial service agreement and related party transactions with the finance company, agreed on the service scope, service limit, pricing principle and other matters, and ensured that the transaction met the requirements of relevant laws, regulations and normative documents. The finance company is an enterprise controlled by zheneng group, the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, the finance company is an affiliated legal person of the company, and this transaction constitutes a connected transaction. The company's affiliated directors Chen Dongbo, Luo Hongsheng and Zhou Yongsheng avoided voting, and the independent directors of the company recognized in advance and expressed their agreed independent opinions.
This connected transaction needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Introduction to related parties
Company name: Zhejiang Energy Group Finance Co., Ltd
Legal representative: Shi Yunfeng
Date of establishment: August 25, 2006
Registered capital: 28209596066 yuan
Financial license institution code: l0046h23 Shanghai Hajime Advanced Material Technology Co.Ltd(301000) 1
Unified social credit Code: 91330 Sgis Songshan Co.Ltd(000717) 866688j
Registered address: Floor 9, building 1, Huazhe Plaza, Huancheng North Road, Hangzhou
Company type: limited liability company (state-owned holding)
Business scope: operating the following domestic and foreign currency businesses: handling financial and financing consulting, credit assurance and related consulting and agency businesses 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; Other businesses stipulated by laws and regulations or approved by the banking and insurance regulatory authority.
As of December 31, 2021, the total assets of the finance company were 33.651 billion yuan and the net assets were 4.937 billion yuan; In 2021, the operating revenue was 845 million yuan and the net profit was 469 million yuan. (the above data has not been audited) III. basic information of the subject matter of related party transactions
Grant Thornton Certified Public Accountants (special general partnership) issued the special instructions on Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) deposits, loans and other financial businesses involving related party transactions of the financial company (Grant Thornton special Zi (2022) No. 332a006986). As of December 31, 2021, the company's deposit balance in the financial company was 3.42 billion yuan; The total amount of credit granted to the finance company was 7.335 billion yuan, and the balance of loans was 3.702 billion yuan. In addition, the company entrusted loans of 1.544 billion yuan to its subsidiaries through the finance company.
4、 Main contents of financial services agreement
Party A: Zhejiang Energy Group Finance Co., Ltd
Party B: Zhejiang Provincial New Energy Investment Group Co.Ltd(600032)
(I) contents of financial services
1. Deposit business
(1) Deposit business includes: demand deposit, time deposit, company agreement deposit, company notice deposit, etc.
(2) The maximum daily balance of deposits is 8 billion yuan.
2. Loan business
The credit line (including loan, bank acceptance bill, discount and other kinds of credit) that Party A intends to provide to Party B and its holding subsidiaries during the validity of this agreement is arranged as follows:
The total credit line from January 1, 2022 to December 31, 2022 shall not exceed 15 billion yuan;
The total credit line from January 1, 2023 to December 31, 2023 shall not exceed 15 billion yuan;
The total credit line from January 1, 2024 to December 31, 2024 shall not exceed 15 billion yuan.
3. Bill business
(1) Party A shall provide Party B with e-bank acceptance bill discount service within 12 months within the credit line provided by Party A.
(2) No deposit is required for issuing acceptance bills.
4. Guarantee business
Within the credit line provided by Party A and to the extent permitted by law, guarantee the transaction of Party B according to the terms and conditions of the guarantee agreement signed by both parties.
5. Settlement services
6. Financial advisory services
Party A promises to rely on its rich financing experience and the advantages of professional and technical talents to assist Party B in strengthening debt risk management according to Party B's requirements, provide services in project financing, syndicated loan arrangement and other aspects, and charge fees at preferential rates.
7. Other financial services
Party B shall provide other insurance services within the business scope approved by Party A's financial management committee.
(II) pricing principle
1. The deposit interest rate shall refer to the highest listed interest rate of the same kind published by the four major state-owned banks ( Industrial And Commercial Bank Of China Limited(601398) , China Construction Bank Corporation, Bank Of China Limited(601988) , Agricultural Bank Of China Limited(601288) ), and shall not be lower than the deposit interest rate of similar deposit business of other customers of Party A. 2. The loan interest rate of the project shall be based on the loan market quotation interest rate (hereinafter referred to as LPR, also known as the basic interest rate of the loan market) regularly published by the national interbank lending center, which shall not be higher than the maximum loan interest rate of the same period and the same file issued by other financial institutions to Party B, and the preferential conditions for loans provided to Party B and its holding subsidiaries shall not be lower than those given to Party B and its holding subsidiaries by other financial institutions, At the same time, it shall not be lower than the preferential conditions that Party A can give other customers with the same credit level as Party B and its subsidiaries.
3. The discount rate shall not be higher than the highest discount rate of other financial institutions in the same period and the same file. The discount conditions provided to Party B shall not be lower than the preferential conditions that Party A can give to other customers with the same credit level as Party B and its holding subsidiaries, and shall not be lower than the preferential conditions that other financial institutions can give to Party B and its holding subsidiaries.
Where the people's Bank of China or Bank Of China Limited(601988) Insurance Regulatory Commission has regulations on charging standards, it shall comply with relevant regulations; In addition to the foregoing, the handling fee charged by Party A for providing financial services to Party B shall be determined by both parties through fair negotiation in accordance with the principle of marketization and with reference to the quotation of independent third-party financial institutions, and shall not be higher than the standard of similar service fees provided by the four major state-owned banks.
(III) liability for breach of contract
Unless otherwise agreed in this agreement, if either party fails to comply with the provisions of this Agreement and causes losses to the other party, it shall be liable for compensation to the other party. However, if one party's failure to comply with the provisions of this agreement is caused by the other party's failure to comply with the provisions of the relevant contract, that party shall be exempted from the liability for compensation under this agreement.
(IV) dispute resolution
Any dispute arising from this Agreement shall be settled by both parties through friendly negotiation. If negotiation fails, either party may submit the dispute to the people's court where the defendant is located for litigation.
(V) others
This Agreement shall be signed and sealed by the legal representatives or authorized representatives of both parties at the same time; It shall come into force upon the approval of Party B's general meeting of shareholders.
5、 Transaction purpose and impact on the company
The purpose of this connected transaction is to make full use of the internal financial service platform provided by the finance company, broaden the company's financing channels, reduce settlement costs, improve capital efficiency, control loan costs, and obtain convenient and high-quality services, which is conducive to the long-term development of the company and in line with the interests of the company and shareholders.
6、 Review procedures of related party transactions
(I) voting of the board of directors and withdrawal of related directors
On April 19, 2022, the 34th meeting of the first board of directors of the company deliberated and adopted the proposal on signing the financial service agreement and related party transactions with the finance company with 6 votes in favor, 0 against and 0 abstention. The related directors Chen Dongbo, Luo Hongsheng and Zhou Yongsheng avoided voting.
(II) prior approval and independent opinions of independent directors
The independent directors of the company made the following prior approval opinions on this matter: as the independent directors of the company, we reviewed the contents of the financial services agreement and believed that the financial services agreement signed by the company and the finance company complied with the provisions of relevant laws and regulations and the articles of association, the contents were legal and effective, and there was no situation damaging the interests of the company and other shareholders, especially small and medium-sized shareholders. The financial services agreement is conducted on the basis of equality and mutual benefit and in accordance with the principle of market transactions. It does not damage the company's financial status and operating results, nor does it affect the company's independence. Therefore, we agree to submit the matter to the board of directors of the company for deliberation.
The independent directors of the company express their independent opinions on this matter as follows: the financial service agreement signed by the company and the finance company complies with the provisions of relevant laws and regulations and the articles of association, the content is legal and effective, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders. The financial services agreement is conducted on the basis of equality and mutual benefit and in accordance with the principle of market transactions. It does not damage the company's financial status and operating results, nor does it affect the company's independence.
We agree with the voting results of the 34th meeting of the first board of directors of the company and agree to submit them to the general meeting of shareholders for deliberation.
(III) voting of the board of supervisors
The company held the 31st meeting of the first board of supervisors on April 19, 2022, and deliberated and adopted the proposal on signing financial service agreement and related party transaction with finance company with 3 votes in favor, 0 against and 0 abstention.
It is hereby announced.
Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) board of directors April 19, 2022
