Guotai Junan Securities Co.Ltd(601211)
Special verification opinions on Bank Of Shanghai Co.Ltd(601229) related party transactions
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as the “recommendation institution”) as the recommendation institution under the continuous supervision of Bank Of Shanghai Co.Ltd(601229) (hereinafter referred to as the “company”), according to the measures for the administration of recommendation business for securities issuance and listing (hereinafter referred to as the “measures for the Administration of recommendation business”) and the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) In accordance with the requirements of laws, regulations and normative documents such as the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange (hereinafter referred to as the “guidelines for the continuous supervision”) and other laws, regulations and normative documents, the related party transactions of the company have been carefully and prudently verified. The verification results are as follows: 1. Overview of related party transactions
Approved by the 13th meeting of the 6th board of directors of the company, Santander Bank of Spain Co., Ltd. (hereinafter referred to as “Santander bank”) was granted 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, and the validity period of the line is 2 years, Subsidiaries Santander UK PLC and Santander Consumer Bank AG can fully occupy the Santander bank line.
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
The long-term credit ratings given to the bank by Yu, Moody’s and S & P are 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 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 BankAG
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 this connected transaction
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 company’s latest audited net assets. According to the regulatory requirements of the China Banking and Insurance Regulatory Commission, the stock listing rules, the measures for the administration of Bank Of Shanghai Co.Ltd(601229) connected transactions and other relevant provisions, 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、 Verification opinions of the recommendation institution
The recommendation institution checked the related party transactions by asking the relevant personnel of the company, consulting the information disclosure documents of the related party transactions and other related party transactions, the opinions of independent directors and relevant business and management rules and regulations.
After verification, the sponsor believes that the related party transactions with the credit line equivalent to RMB 4.16 billion granted by the company to Santander bank and related enterprises belong to the normal credit business of the company, the pricing is based on the market principle, and the credit conditions are not better than other comparable non related companies with the existing credit line of the company. This connected transaction complies with relevant laws and regulations and the relevant provisions of the company’s internal system, as well as the needs of the company’s normal business activities and business development. It will not have a significant impact on the company’s normal business activities and financial status, and there is no transfer of interests through connected transactions, which will not damage the interests of the company and shareholders, especially small and medium-sized shareholders, nor affect the independence of the company. This connected transaction has performed the necessary internal examination and approval procedures according to law. The company’s review procedures and information disclosure of this connected transaction comply with the requirements of the company law of the people’s Republic of China, the measures for the administration of recommendation business, the stock listing rules, the guidelines for continuous supervision and other laws, regulations and normative documents, the Bank Of Shanghai Co.Ltd(601229) articles of Association, the measures for the administration of Bank Of Shanghai Co.Ltd(601229) connected transactions and other connected transaction management systems. The recommendation institution has no objection to this connected transaction.
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(there is no text on this page, which is the signature and seal page of Guotai Junan Securities Co.Ltd(601211) special verification opinions on Bank Of Shanghai Co.Ltd(601229) related party transactions) sponsor representative:
Liu Dengzhou, Jin Licheng
Guotai Junan Securities Co.Ltd(601211) mm / DD / yyyy
