Securities code: Jointo Energy Investment Co.Ltd.Hebei(000600) securities abbreviation: Jointo Energy Investment Co.Ltd.Hebei(000600) Announcement No.: 202217 securities code: 149516 securities abbreviation: 21 Jianneng 01
Securities code: 149743 securities abbreviation: 21 Jianneng 02
Jointo Energy Investment Co.Ltd.Hebei(000600)
Announcement on re signing financial service agreement with Hebei Construction Investment Group Finance Co., Ltd. and expected financial business in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
In order to broaden financing channels and improve capital use efficiency, Jointo Energy Investment Co.Ltd.Hebei(000600) (hereinafter referred to as “the company”) will continue to conduct financial business with Hebei Construction Investment Group Finance Co., Ltd. (hereinafter referred to as “the finance company”), a holding subsidiary of Hebei Construction Investment Group Co., Ltd. (hereinafter referred to as “the finance company”) in 2022. Meanwhile, with the expansion of the company’s business scale, the company plans to re sign the financial service agreement with the finance company.
The finance company is an affiliated legal person specified in Item 2 of article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, and the above transactions constitute affiliated transactions.
The above related party transactions were submitted to the sixth meeting of the ninth board of directors of the company for deliberation on April 20, 2022 after being approved in advance by the independent directors of the ninth board of directors of the company. The board of directors passed the relevant proposals with 6 affirmative votes, 0 negative votes and 0 abstention votes. The related directors Mr. Qin Gang, Mr. Xu Guilin and Mr. Li Lianping avoided the voting on the relevant proposals, and the independent directors of the company expressed independent opinions. The above related party transactions need to be submitted to the general meeting of shareholders of the company for deliberation, and the related parties interested in the related party transactions will give up the right to vote on relevant proposals at the general meeting of shareholders.
The above-mentioned related party transactions do not constitute major asset restructuring and backdoor as stipulated in the administrative measures for major asset restructuring of listed companies, and do not need to be approved by other relevant departments.
2、 Basic information of related parties
Finance company is a non bank financial institution established with the approval of Hebei regulatory bureau of Bank Of China Limited(601988) Industry Regulatory Commission. The company obtained the financial license (Institution Code: 00534688) on January 15, 2013 and registered with Hebei Administration for Industry and Commerce on January 18, 2013. The unified social credit code of enterprise legal person business license is 91130 Shenzhen Zhenye(Group)Co.Ltd(000006) 165450xj. The legal representative of the company is yuan Yanming, Registered and place of business: block a, Yuyuan Plaza, No. 9, Yuhua West Road, Shijiazhuang, with a registered capital of RMB 2 billion, of which the controlling shareholder of the company, Hebei Construction Investment Group Co., Ltd. (hereinafter referred to as “construction investment group”), contributed RMB 1.2 billion, accounting for 60% of the registered capital. The company and China Suntien Green Energy Corporation Limited(600956) , Hebei Construction Investment Transportation Investment Co., Ltd. and Hebei Construction Investment Water Investment Co., Ltd. contributed RMB 200 million respectively, Both accounted for 10%. The business scope of the finance company is to 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; Underwriting corporate bonds of member units; Securities investment; Engage in interbank lending; Other businesses approved by the CBRC.
As of December 31, 2021, the total assets of the finance company were 12833488 million yuan; The balance of deposits from member units was 10325520100 yuan; In 2021, the total profit was 217088900 yuan and the net profit was 166545000 yuan.
The finance company is a subsidiary controlled by the controlling shareholder of the company, China Construction Investment Group, and Ms. Cao Yun, the financial director of the company, is a director of the finance company. Therefore, the finance company is an affiliated legal person specified in Items 2 and 4 of article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange.
The financial company is not the person who is dishonest.
3、 Proposed re signing of the financial services agreement
In recent years, the company’s business scale has gradually expanded, and the number of subsidiaries has increased significantly. The relevant provisions of the original financial services agreement are no longer in line with the actual situation of the company. Therefore, the company plans to re sign the financial service agreement with the finance company. The main contents of the agreement are as follows:
1. Transaction content
According to the needs of the company, the finance company provides the company with deposit services, credit services, settlement business services and other financial services that can be provided to the company within its business scope.
2. Estimated transaction amount
Deposit service: it is estimated that the maximum daily deposit balance of the company in the finance company will not exceed 4.5 billion yuan (including the daily deposit balance of the company’s holding subsidiary in the finance company).
Loan service: the daily loan balance of the company in the finance company is expected to be no more than 5 billion yuan (including the daily loan balance of the company’s holding subsidiary in the finance company).
Bill discount service: it is estimated that the maximum daily bill discount balance of the company in the finance company will not exceed 1 billion yuan (including the daily discount balance of the company’s holding subsidiary in the finance company).
Guarantee, acceptance and other fee charged financial services: it is expected that the handling fee paid by the company for guarantee, acceptance and other fee charged financial services of the financial company will not be higher than RMB 5 million per year.
3. Pricing principle
(1) Deposit service: the deposit interest rate shall not be lower than the benchmark deposit interest rate of the same period issued by the people’s Bank of China, the deposit interest rate of the same kind of major commercial banks in China in the same period, and the deposit interest rate of the same kind of deposits of other member units of China Construction Investment Group in the financial company;
(2) Credit service: on the basis of meeting the relevant provisions of the people’s Bank of China on loan interest rate, it shall not be higher than the average interest rate and rate of the same kind and grade of credit obtained by the company in other Chinese financial institutions in the same period, nor higher than the interest rate and rate level of similar business carried out by the finance company to other member units of the construction investment group.
(3) Settlement service: the settlement service fee charged shall not be higher than the standard of similar service fee provided by other Chinese financial institutions, nor higher than the charging level of similar business carried out by financial companies to other member units of China Construction Investment Group.
(4) Other financial services: follow the principle of fairness and reasonableness, and charge relevant fees not higher than the market fair price or the standard specified by the state. At the same time, it is not higher than the charging level of similar businesses carried out by the financial company to other member units of the construction investment group.
4. Risk control measures
In order to ensure the safety of the company’s funds, the finance company promises to inform the company in time of major risk events that may affect the safety of the company’s deposit funds.
5. Term of agreement
The agreement is valid for one year and takes effect from the date of signing. After the expiration of the agreement, the agreement will be automatically extended for one year at a time, and the number of extensions is unlimited, unless one party raises the request to terminate the agreement or re sign the agreement and notifies the other party in writing one month in advance.
4、 Estimated financial business in 2022
According to the financial service agreement to be re signed with the finance company and in combination with the company’s annual capital plan, the financial business between the company and the finance company in 2022 is expected to be as follows:
1. It is estimated that the maximum daily deposit balance of the company in the finance company will not exceed 4.5 billion yuan (including the daily deposit balance of the company’s holding subsidiary in the finance company).
2. It is estimated that the daily loan balance of the company in the finance company will not exceed 5 billion yuan (including the daily loan balance of the company’s holding subsidiary in the finance company).
3. It is estimated that the maximum daily bill discount balance of the company in the finance company will not exceed 1 billion yuan (including the daily discount balance of the company’s holding subsidiary in the finance company).
4. It is estimated that the handling fee paid by the company for guarantee services, acceptance services and other fee charged financial services of the financial company shall not be higher than RMB 5 million per year.
5. It is expected that the finance company will provide the company (including the company’s holding subsidiaries) with a comprehensive credit line of no more than RMB 6 billion.
5、 Risk assessment of financial companies
On April 20, 2022, the sixth meeting of the ninth board of directors held by the company considered and adopted the report on continuous risk assessment of Hebei Construction Investment Group Finance Co., Ltd. (2021), It is considered that “no major defects are found in the risk control system of capital, credit, investment, audit and information management related to the financial statements of the financial company; the financial company operates normally, has sufficient funds, sound internal control, good asset quality, high capital adequacy ratio and sufficient provisions, and there will be no risk problems in the related deposit, loan and other financial businesses between the company and the financial company.” 6、 Risk prevention measures
In order to control and reduce the risk of connected transactions with the finance company, the company evaluates the operation qualification, business and risk status of the finance company every six months, and submits it to the board of directors for deliberation and disclosure. At the same time, in order to ensure the safety of the company’s funds, the company formulated the disposal plan of deposit risk in Hebei Construction Investment Group Finance Co., Ltd. after deliberation and approval at the 15th meeting of the sixth board of directors held on March 14, 2013.
7、 Purpose of transaction and impact on the company
The company and the finance company conduct deposit and loan and other financial businesses, which can optimize the company’s fund management, improve the efficiency of fund use, further broaden the financing channels, reduce the capital cost, and provide long-term and stable financial support for the development of the company. At the same time, the company can also obtain certain investment income from the development of the finance company.
8、 The total amount of various related party transactions with the related party
From the beginning of the year to the disclosure date, the company and the controlling shareholder China Construction Investment Group and its affiliates had accumulated various related party transactions of RMB 603375 million.
9、 Prior approval and independent opinions of independent directors
The above-mentioned related party transactions shall not be submitted to the board of directors for deliberation until they are approved in advance by the three independent directors of the board of directors. The independent directors expressed the following opinions on the matter:
1. Hebei Construction Investment Group Finance Co., Ltd. (hereinafter referred to as “finance company”) is a non bank financial institution established with the approval of Bank Of China Limited(601988) Industry Regulatory Commission and has legal business qualification. Its provision of financial services for the company and its holding subsidiaries complies with the provisions of relevant national laws and regulations. To this end, the company has established a risk assessment mechanism and formulated relevant risk disposal plans, which can effectively ensure the safety of the company’s funds.
2. The risk assessment report on Hebei Construction Investment Group Finance Co., Ltd. issued by the company comprehensively and objectively reflects the business qualification, business and risk status of the financial company. All regulatory indicators of the financial company comply with relevant regulatory laws and regulations, and the business risk is controllable;
3. The financial service agreement to be re signed between the company and the finance company is negotiated on the principle of equal consultation, follows the general commercial terms, the pricing principle of deposit and loan and other financial services, and is fair. There is no case that the finance company uses related party transactions to occupy the company’s funds and other damage the interests of the company; The company and the finance company carry out deposit and loan and other financial businesses, which is conducive to optimizing the company’s fund management, broadening the company’s financing channels, improving the efficiency of fund use, reducing the cost of capital, and meeting the needs of the company’s operation and development.
10、 Documents for future reference
1. Jointo Energy Investment Co.Ltd.Hebei(000600) the resolution of the sixth meeting of the ninth board of directors; 2. Written documents and independent opinions approved by independent directors in advance;
3. Continuous risk assessment report on Hebei Construction Investment Group Finance Co., Ltd. (2021);
4. Disposal plan for deposit risk in Hebei Construction Investment Group Finance Co., Ltd Jointo Energy Investment Co.Ltd.Hebei(000600)
Board of directors
April 20, 2022
