Securities code: Bank Of Shanghai Co.Ltd(601229) securities abbreviation: Bank Of Shanghai Co.Ltd(601229) Announcement No.: pro 2022020 preferred stock code: 360029 preferred stock abbreviation: shangyinyou 1
Convertible bond Code: 113042 convertible bond abbreviation: Shanghai Bank convertible bond
Bank Of Shanghai Co.Ltd(601229)
Announcement on related party transactions
Bank Of Shanghai Co.Ltd(601229) (hereinafter referred to as “the company”) the board of directors and all directors 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:
Transaction content:
After deliberation and approval of the 13th meeting of the 6th board of directors of the company, it is agreed to grant a credit line equivalent to RMB 4.16 billion to Santander Bank of Spain Co., Ltd. (hereinafter referred to as “Santander bank”), which is valid for 2 years. The subsidiaries Santander UK PLC and Santander Consumer Bank AG can occupy the credit line of Santander bank in full.
Withdrawal from voting:
Mr. Kong Xuhong, a related director, avoided voting on the related credit granted to Santander bank.
The above related party transactions belong to the normal credit business in the daily business operation of the company and do not have an important impact on the normal business activities and financial status of the company.
1、 Overview of related party transactions
After deliberation and approval at the 13th meeting of the 6th board of directors of the company, it is agreed to give Santander bank a credit line equivalent to RMB 4.16 billion, which is mainly used for interbank lending, bills, letter of guarantee, standby letter of credit, trade financing, foreign exchange trading, financial derivatives and other businesses. The validity period of the line is 2 years. The subsidiaries Santander UK PLC and Santander Consumer Bank AG can fully occupy the credit line of Santander bank.
Santander bank is the main shareholder holding more than 5% of the shares of the company. Therefore, Santander bank belongs to the related party of the company’s bancassurance rules and securities regulatory rules. This transaction constitutes a related party transaction.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to related parties
(I) introduction to relationship
Santander bank is the main shareholder holding more than 5% of the shares of the company, so it belongs to the related party of the company’s bank insurance regulatory rules and securities regulatory rules; Santander UK PLC and Santander Consumer Bank AG are subsidiaries of Santander bank, so they are related parties of the company’s bancassurance rules.
(II) basic information of related parties
1. Santander bank
Santander bank was founded in March 1857 and ranked first in Spain and China by total assets. Fitch, Moody’s and S & P gave the bank long-term credit ratings of a -, A2 and a + respectively. Its business scope includes consumer credit, mortgage loan, lease financing, factoring, mutual fund, pension fund, insurance, commercial credit, investment banking services, structured financing and M & a consulting business. The bank’s global network is widely distributed, mainly covering Europe, Latin America and the United States. The advantageous business countries mainly include Spain, the United Kingdom, Portugal, Brazil, Chile and Mexico. Santander bank’s branches in China include Hong Kong Branch, Shanghai branch and Beijing Branch.
By the end of 2021, Santander bank had total assets of 1595835 billion euros and net assets of 97.053 billion euros. From 2019 to 2021, the operating revenue was 49.126 billion euros, 46.717 billion euros and 48.414 billion euros respectively, and the net profit was 8.116 billion euros, – 7.708 billion euros and 9.653 billion euros respectively.
2、Santander UK Plc
Santander UK PLC is a subsidiary of Santander bank in the UK. Santander bank indirectly holds 100% of the bank’s shares through Santander UK group holdings PLC. Fitch, Moody’s and S & P gave the bank long-term credit ratings of a +, A1 and a respectively.
By the end of 2021, the bank had total assets of £ 287.1 billion and net assets of £ 16 billion; From 2019 to 2021, the operating revenue was £ 4173 million, £ 3975 million and £ 4499 million respectively, and the net profit was £ 733 million, £ 471 million and £ 1384 million respectively.
3、Santander Consumer Bank AG
Santander Consumer Bank AG is a subsidiary of Santander bank in Germany. Santander bank indirectly holds 100% of the bank’s shares through Santander consumer holding GmbH. Fitch, Moody’s and S & P gave the bank long-term credit ratings of a -, A2 and a respectively.
By the end of 2021, the bank had total assets of 55.623 billion euros and net assets of 3.318 billion euros;
From 2019 to 2021, the operating revenue was 1.321 billion euros, 1.298 billion euros and 1.446 billion euros respectively, and the net profit was 454 million euros, 394 million euros and 533 million euros respectively.
3、 Pricing policy of related party transactions
The pricing of related party transactions between the company and Santander bank is based on market principles, and the credit conditions are not better than other comparable non related companies of the company’s existing credit. The credit granted by the company to Santander bank is subject to general commercial terms.
4、 Purpose of related party transactions and its impact on Listed Companies
This connected transaction is the normal credit business of the company and has no significant impact on the normal business activities and financial status of the company.
5、 Review procedures to be performed for the above connected transactions
The amount of related party transactions between the company and Santander bank and its subsidiaries Santander UK PLC and Santander Consumer Bank AG accounted for more than 1% of the company’s net capital at the end of last quarter and the latest audited net assets. After this transaction, the total amount of related party transactions between the company and Santander group accounted for more than 1% of the net capital at the end of last quarter; The transaction amount that should fulfill the related party transaction decision with Santander and its same related person within 12 months accounts for more than 1% of the latest audited net assets, less than 5% of the latest audited net assets of the company.
According to the regulatory requirements of the China Banking and Insurance Regulatory Commission, the stock listing rules of Shanghai Stock Exchange and the measures for the administration of Bank Of Shanghai Co.Ltd(601229) connected transactions, it shall be reviewed by the connected transaction control committee of the board of directors, submitted to the board of directors for approval and disclosed in accordance with the provisions.
This connected transaction does not need to be submitted to the general meeting of shareholders for deliberation. This transaction complies with the relevant regulatory requirements on the concentration of related party transactions.
This related party transaction has been deliberated and adopted at the 13th meeting of the 6th board of directors of the company.
This connected transaction has been approved by independent directors in advance before being submitted to the board of directors for deliberation. In addition, the independent directors of the company expressed the following independent opinions:
(1) the transaction of RMB 600 million to the shareholders of Santander bank and related companies will not affect the interests of all shareholders of Santander bank, and the transaction of RMB 600 million will not affect the normal interests of Santander bank and related companies. The connected transaction complies with the requirements of Bank Of China Limited(601988) Insurance Regulatory Commission, China Securities Regulatory Commission and other regulatory authorities, and complies with the measures for the administration of Bank Of Shanghai Co.Ltd(601229) connected transactions and other relevant provisions.
(II) the related party transactions granted by the company to Santander bank and related enterprises with a credit line equivalent to RMB 4.16 billion have been deliberated and approved by the board of directors of the company, and the necessary internal approval procedures have been performed for this related party transaction in accordance with the law.
6、 Online announcement attachment
(I) Bank Of Shanghai Co.Ltd(601229) independent directors’ prior approval statement on related party transactions
(II) Bank Of Shanghai Co.Ltd(601229) independent directors’ independent opinions on connected transactions
It is hereby announced.
Bank Of Shanghai Co.Ltd(601229) board of directors April 22, 2022
