Securities code: 688555 securities abbreviation: Essence Information Technology Co.Ltd(688555) Announcement No.: 2022-002 Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd
Reply announcement on the inquiry letter on entrusted financial management of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. of Shanghai Stock Exchange
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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. (hereinafter referred to as ” Essence Information Technology Co.Ltd(688555) ” or “the company”) received the inquiry letter on entrusted financial management of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. (szkch [2021] No. 0132) (hereinafter referred to as “the inquiry letter”) issued by the management department of science and Innovation Board of Shanghai Stock Exchange on December 27, 2021, After receiving the inquiry letter, the company attached great importance to it and actively organized all parties to carefully check and implement the problems involved in the inquiry letter one by one. The specific questions of the inquiry letter are as follows:
1. The specific time, signatories, main terms, agreement on liability for breach of contract, respective amounts of Xintong No. 1 and Xinfu No. 3 contracts, and the information disclosure of the performance of the above transactions.
Company reply:
The company, its subsidiary Zhejiang Jinchun Information Technology Co., Ltd. (hereinafter referred to as “Zhejiang Jinchun” or “subsidiary”) and Xinyuan Asset Management Co., Ltd. (hereinafter referred to as “manager”) signed a 5 billion yuan entrusted financial management contract (hereinafter referred to as “asset management contract”). The relevant information is as follows:
① Specific time:
All asset management contracts are signed on December 1, 2020.
② Signed by:
Essence Information Technology Co.Ltd(688555) / legal representative (or authorized agent) of Zhejiang Jinchun: Lin Ying
Legal representative (or authorized agent) of Xinyuan assets: Zhang lesai
Bank Of Shanghai Co.Ltd(601229) legal representative (or authorized agent): Jiang Yi
③ Main terms:
(I) name of asset management plan 1: Xinyuan asset Xintong No. 1 single asset management plan (hereinafter referred to as “Xintong No. 1”);
Name of asset management plan 2: Xinyuan asset Xinfu No. 3 single asset management plan (hereinafter referred to as “Xinfu No. 3”).
(II) category of asset management plan: fixed income single asset management plan.
(III) operation mode of asset management plan: closed
(IV) investment objective of the asset management plan: the asset management plan will invest according to the investment scope and investment strategy agreed in the contract to create investment income for investors.
(V) main investment direction of the asset management plan: the asset management plan invests in financial instruments or products with good liquidity recognized by the CSRC and the people’s Bank of China, including but not limited to bank deposits and money market funds; Treasury bonds, policy financial bonds, local government bonds, central bank bills, etc.
(VI) investment proportion of asset management plan: the asset management plan belongs to fixed income products, and the proportion of investment in creditor’s rights assets shall not be less than 80%.
(VII) product risk level of asset management plan: R2
(VIII) duration of asset management plan: 5 years
(IX) minimum initial scale of asset management plan: 10 million.
(x) transfer of entrusted property of asset management plan: the entrusted property of this contract shall be delivered in cash or other property approved by the regulatory authority, and the initial entrusted property or value shall not be less than RMB 10 million. The amount actually delivered by the investor shall prevail.
（11） Installment payment of entrusted property (closed products)
The investor chooses to pay the entrusted assets according to the second method below:
1. The total entrusted property is yuan, which is not paid in installments;
2. The total entrusted property is RMB 5000000000, which shall be fully paid within 3 years;
The paid assets shall not be less than 20% of the total entrusted property within one year from the date of establishment of the asset management plan;
The paid assets shall not be less than 40% of the total entrusted property within 2 years from the date of establishment of the asset management plan;
The paid assets shall not be less than 100% of the total entrusted property within 3 years from the date of establishment of the asset management plan; The specific payment time and amount shall be subject to the phase I notice of arrival of entrusted property issued by the custodian. “
④ Liability for breach of contract: (the original contract is quoted below)
“XX. Liability for breach of contract
(I) in the process of performing their respective duties, the manager and custodian shall be liable for compensation for the direct losses caused to the entrusted property or investors in violation of laws and regulations or the provisions of this contract. However, if the following circumstances occur, the party concerned shall be exempted from liability:
1. Force majeure;
2. Losses caused by the actions or omissions of the manager and / or custodian in accordance with effective laws and regulations or the provisions of the CSRC;
3. Losses caused by the manager’s exercise or failure to exercise its investment right in accordance with the investment principles agreed in the contract;
4. Losses caused by the manager and / or custodian’s defects in the authenticity, accuracy and completeness of the information provided by the quoted securities brokers and other intermediaries;
5. Losses caused by the manager’s investment in accordance with the investment principles agreed in the contract without fraud or negligence;
6. Losses caused by the custodian’s execution in accordance with the effective instructions of the manager without fraud or negligence;
7. If the investor fails to clearly inform the manager of its affiliated securities or other prohibited securities in advance, resulting in illegal investment of the entrusted property, the investor shall be liable for the losses suffered by the manager and the custodian.
(II) any “loss” mentioned in this contract only refers to “direct loss”, and any “compensation” mentioned in this contract only refers to compensation for direct loss.
(III) if a party to the contract violates the contract, it shall be liable for breach of contract; For direct losses caused to other parties, they shall be liable for compensation. In case of breach of contract by one or more parties, if the contract can continue to be performed, it shall continue to be performed.
(IV) after one party of the contract breaches the contract, the other parties shall take appropriate measures to prevent the expansion of losses; If the failure to take appropriate measures causes the loss to expand, no compensation shall be claimed for the expanded loss. The reasonable expenses incurred by the observant party to prevent the expansion of losses shall be borne by the breaching party. “
⑤ Respective amounts of Xintong No. 1 and Xinfu No. 3 contracts:
The actual amount of entrusted property of Xintong No. 1: 80 million yuan, and the agreed cyclic cumulative investment of the entrusted property is 500 million yuan.
The actual amount of entrusted property of Xinfu No. 3: 40 million yuan, and the agreed cyclic cumulative investment of the entrusted property is 500 million yuan.
⑥ Information disclosure on the performance of the above transactions
The company was listed on the science and Innovation Board of Shanghai Stock Exchange on June 23, 2020. Before listing, the company has deliberated and approved the proposal on investment and wealth management with idle funds at the 10th meeting of the second board of directors held on March 19, 2020 and the 2019 annual general meeting held on April 7, 2020, authorizing RMB to invest and wealth management in a single transaction with a cumulative amount of no more than 300 million yuan. Within this limit, the funds can be used in a rolling manner, Valid for one year from the date of deliberation and approval by the general meeting of shareholders on April 7, 2020. After listing, the company disclosed the entrusted financial management amount of Xintong No. 1 and Xinfu No. 3 paid to Xinyuan assets with its own funds in “section V, important matters 14, major contracts and their performance (III) entrusted others for cash asset management” in the 2020 annual report disclosed on the website of Shanghai Stock Exchange on April 21, 2021, The total amount is 120 million yuan. In order to further clarify the amount of the entrusted property and avoid the potential risk of ambiguity in the understanding of the contract, on December 22, 2021, the company and its subsidiaries applied to Xinyuan assets to adjust the total scale of installment payment of Xintong No. 1 and Xinfu No. 3 entrusted property to 80 million yuan and 40 million yuan. On the same day, Xinyuan asset issued the receipt for confirmation and submitted the filing application to the fund industry association. The company disclosed the progress of entrusted financial management on December 28, 2021. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The progress announcement of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. on entrusted financial management (Announcement No.: 2021-039) made it clear that the total scale of entrusted property of Xintong No. 1 and Xinfu No. 3 was reduced to 80 million yuan and 40 million yuan. As of the disclosure date of this announcement, the asset management products have been recorded in the reduction of the total scale of the fund industry association, Respectively adjust the total scale of the entrusted property cycle investment of Xintong No. 1 to 80 million yuan, and the total scale of the entrusted property cycle investment of Xinfu No. 3 to 40 million yuan.
The continuous steering body Dongxing Securities Corporation Limited(601198) believes that:
1. Signing of asset management contract between the company and its subsidiary Zhejiang Jinchun and Xinyuan assets
After verification, the company has disclosed the signing time, signatories and main terms of Xinyuan asset Xintong No. 1 single asset management plan asset management contract and Xinyuan asset Xinfu No. 3 single asset management plan asset management contract.
2. Agreement on liability for breach of contract in asset management contract
As of the date of issuance of this verification opinion, the company and its subsidiary Zhejiang Jinchun have not found any breach of contract, and the company and its subsidiary Zhejiang Jinchun have not been investigated for liability for breach of contract due to violation of the agreement of the asset management contract.
3. Respective amounts of Xintong No. 1 and Xinfu No. 3 contracts
According to the asset management contract, the entrusted property of Xintong No. 1 and Xinfu No. 3 is 5000000000 yuan in total. The above 5000000000 yuan is the total amount of circular cumulative investment. After verification, the entrusted property amount of the company and its subsidiaries is subject to the actual delivery amount, the entrusted property amount invested by the company is 80 million yuan, and the entrusted property amount invested by its subsidiary Zhejiang Jinchun is 40 million yuan, totaling 120 million yuan.
4. Information disclosure of the above transactions
After verification, the 10th meeting of the second board of directors held on March 19, 2020 and the 2019 annual general meeting held on April 7, 2020 passed the proposal on using idle funds for investment and financial management. As the company was not listed at that time, the resolutions of the board of directors and the general meeting of shareholders were not disclosed. After verification, the company disclosed the 2020 annual report of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. on April 21, 2021, and disclosed the amount of Xintong No. 1 and Xinfu No. 3 purchased and held with its own funds in the overall situation of entrusted financial management as of December 31, 2020.
After verification, the company disclosed the progress announcement of Essence Information Technology Co.Ltd(688555) (Tianjin) Technology Co., Ltd. on entrusted financial management on December 28, 2021, adjusting the total scale of installment payment of entrusted property of Xintong No. 1 and Xinfu No. 3 to 80 million yuan and 40 million yuan.
Guantao law firm believes that:
1. Signing of asset management contract between the company and its subsidiary Zhejiang Jinchun and Xinyuan assets
Essence Information Technology Co.Ltd(688555) has disclosed the signing time, signatories and main terms of Xintong No. 1 asset management contract and Xinfu No. 3 asset management contract.
2. Agreement on liability for breach of contract in asset management contract
Essence Information Technology Co.Ltd(688555) the contents of the provisions on liability for breach of contract in Xintong No. 1 asset management contract and Xinfu No. 3 asset management contract have been disclosed.
According to the reply on entrusted financial management issued by the manager Xinyuan assets and the interview with our lawyers, Essence Information Technology Co.Ltd(688555) and Zhejiang Jinchun’s failure to pay 5 billion yuan of entrusted property do not violate the provisions of the contract, and there is no need to compensate other parties to the contract. As of the date of receipt of the contract claim No. 8555 and the legal opinion of Zhejiang Xinfu Asset Management Co., Ltd. on the breach of Contract No. 683 {No. 683} issued by the contract.
3. Respective amounts of Xintong No. 1 asset management contract and Xinfu No. 3 asset management contract
(1) According to the agreement in “(IV) installment delivery of entrusted property (closed products)” of “VII. Property of asset management plan” in Xintong No. 1 asset management contract and Xinfu No. 3 asset management contract, “the entrusted property is 5 billion yuan in total, which shall be paid in three years”
According to the written confirmation of the manager Xinyuan assets, the above 5 billion yuan refers to the total amount of circular cumulative investment. (2) According to the agreement of “VII. Property of asset management plan” (III) transfer of entrusted property “in Xintong No. 1 asset management contract and Xinfu No. 3 asset management contract,” the specific amount shall be subject to the amount actually delivered by the investor. “
According to the relevant payment vouchers provided by the company and the notice of arrival of entrusted property issued by the custodian Bank Of Shanghai Co.Ltd(601229) , the entrusted property actually delivered by Essence Information Technology Co.Ltd(688555) is 80 million yuan, and the entrusted property actually delivered by Zhejiang Jinchun is 40 million yuan.
(3) On December 22, 2021, Essence Information Technology Co.Ltd(688555) and Zhejiang Jinchun submitted to the manager the application for reducing the total scale of installment payment of entrusted property of “Xinyuan asset Xintong No. 1 single asset management plan” and the application for reducing the total scale of installment payment of entrusted property of “Xinyuan asset Xinfu No. 3 single asset management plan”, Xinyuan assets issued the receipt to confirm that the total scale of the entrusted property of “Xintong No. 1” was adjusted to 80 million yuan and the total scale of the entrusted property of “Xinfu No. 3” was adjusted to 40 million yuan, and the subsequent payment will not be continued.
4. Information disclosure of the above transactions
