Stock Code: Hbis Company Limited(000709) stock abbreviation: Hbis Company Limited(000709) Announcement No.: 2022023 Hbis Company Limited(000709)
Regarding the announcement on the renewal of the financial service agreement with the finance company of Hebei Iron and Steel Group, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for the false records, misleading statements or major omissions in the announcement.
1、 Overview of related party transactions
In order to improve the efficiency and efficiency of the company’s use of funds and reduce the cost of funds, the company has opened an account in Hegang Group Finance Co., Ltd. (hereinafter referred to as “finance company”) since June 2013 to handle the deposit, loan, bill discount and other financial services of the company and its holding subsidiaries. Since the original financial service agreement is about to expire, both parties intend to continue to carry out financial business and renew the financial service agreement through friendly negotiation.
The finance company is jointly invested and established by the company’s indirect controlling shareholder Hegang Group Co., Ltd. (hereinafter referred to as “Hegang group”) and the company. It is a subsidiary of Hegang group. Therefore, the financial business handled by the company in the finance company constitutes a related party transaction.
The company’s proposal on renewing the financial service agreement with the finance company of Hegang group has been deliberated and adopted at the 25th meeting of the fourth session of the board of directors held on April 20, 2022. The related directors Wang Lanyu, Xie Haishen, Deng Jianjun and Geng Litang avoided the vote. The voting results were: 7 in favor, 0 against and 0 abstention. The independent directors of the company approved the above-mentioned related party transactions in advance and expressed their agreed independent opinions.
The above related party transactions must be submitted to the general meeting of shareholders for approval. The related shareholders Handan Iron and Steel Group Co., Ltd., Tangshan Iron and Steel Group Co., Ltd., Chengde Iron and Steel Group Co., Ltd., Hebei Iron and Steel Group Mining Co., Ltd. and Chengde Changda operation and Development Co., Ltd. will abstain from voting on the proposal at the general meeting of shareholders.
The above-mentioned related party transactions do not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and do not need to be approved by relevant departments.
2、 Basic information of related parties
The finance company was established on August 31, 2012, with a registered capital of 6.66 billion yuan and a unified social credit code of 9113 Shenzhen Fountain Corporation(000005) 269231xw. The company’s registered place: floor 10, No. 385, TIYU South Street, Shijiazhuang; Legal representative: Zhao Ye; Business scope: 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; Provide guarantee to member units; Handle entrusted loans 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; Handle entrusted investment between member units; Business qualification for issuing financial corporate bonds upon approval; Securities investment other than stock investment; Underwriting corporate bonds of member units; Buyer’s credit and financial leasing of products of member units.
As of December 31, 2021, the total assets of the finance company are 31259490900 yuan, the deposits with other banks are 28488263 million yuan, the deposits with the central bank are 1354741 million yuan, and the deposits absorbed are 226349202 million yuan. In 2021, the operating income was 1 Shanghai Mechanical & Electrical Industry Co.Ltd(600835) 100 yuan, the total profit was 843475600 yuan, and the net profit was 632786800 yuan.
The finance company is the holding subsidiary of Hegang group, the indirect controlling shareholder of the company, and is an affiliated legal person specified in article 6.3.3 (II) of the Listing Rules of Shenzhen Stock Exchange.
The financial company is not the person who is dishonest.
3、 Main contents of financial services agreement
Party A: Hbis Company Limited(000709)
Party B: Hegang Group Finance Co., Ltd
(I) principle of cooperation
1. Party A and Party B agree to cooperate, and Party B shall provide relevant financial services to Party A in accordance with the agreement.
2. Party A and Party B shall cooperate and perform this agreement in accordance with the principles of equality, voluntariness, mutual benefit, honesty and trustworthiness and common development, so as to maximize the interests of both parties.
3. The cooperation between Party A and Party B is non exclusive. Party A has the right to independently choose the services provided by financial institutions, but under the same conditions, Party A shall give priority to the financial services provided by Party B.
(II) service content and pricing
1. Deposit service
The deposit interest rate of Party A in Party B shall rise with reference to the benchmark interest rate of RMB deposit issued by the people’s Bank of China, and the actual implementation interest rate shall not be lower than the deposit interest rate of the same grade in the same period provided to Party A by other financial institutions in China, nor lower than the deposit interest rate of other member units of the group in Party B.
2. Loan services
The loan interest rate of Party A in Party B shall be determined by both parties through negotiation in accordance with the current loan market quotation interest rate and capital market conditions issued by the people’s Bank of China, and the loan interest rate shall not be higher than the loan interest rate of the same grade in the same period provided by other financial institutions in China to Party A. Party B will give priority to meeting the financing needs of Party A within its own financial capacity. 3. Settlement services
Party B shall provide fund settlement services and auxiliary businesses related to settlement according to the instructions of Party A. Party B shall ensure the safe operation of fund settlement network, ensure fund security and meet the settlement needs of Party A.
The charging standard for Party B to provide settlement services for Party A shall not be higher than that of Chinese financial institutions to provide the same business to Party A.
4. Other financial services
Provide Party A with guarantee, entrusted loan, bill discount, insurance brokerage, finance and financing consulting and other financial services within the business scope approved by Bank Of China Limited(601988) Insurance Regulatory Commission.
The charging standard of other financial services provided by Party B to Party A shall not be higher than that of the same business provided by Chinese financial institutions to Party A.
(III) trading limit
1. In line with the principle of free access, the maximum daily deposit limit of Party A in Party B (excluding derivative deposit generated by loan issuance) shall not exceed RMB 12 billion.
2. During the term of this agreement, Party B shall provide Party A with a loan line of no less than RMB 10 billion per year.
3. During the term of this agreement, Party B shall provide Party A with a comprehensive credit line of no less than RMB 10 billion per year.
(IV) rights and obligations of both parties
1. Party A has the right to require Party B to appoint business personnel with financial service experience and sense of responsibility to complete the financial service work agreed in this agreement with diligence and prudence;
2. Party A has the right to require Party B to assist in providing relevant materials required by Party A’s information disclosure;
3. Party A has the right to inspect its deposits with Party B from time to time to understand the security and liquidity of relevant deposits, and carry out risk assessment. In case of matters that may cause Party A’s capital risk, Party A has the right to suspend or terminate the service to Party B.
4. Party A shall actively cooperate with Party B in carrying out the work, provide various legal documents, agreements, government approvals, financial materials and other materials necessary for Party B to complete the financial services described in this agreement, and ensure that the information provided by Party B is complete, accurate and true.
5. Party B has the right to require Party A to provide relevant materials and documents as agreed;
6. Party B has the right to require Party A to provide necessary work convenience for Party B to perform this agreement.
7. Party B shall provide various legal documents, agreements, relevant deposit and loan information and other relevant materials required by Party A according to the supervision and information disclosure requirements of Party A, and ensure that the information provided is complete, accurate and true.
8. Party B is obliged to keep confidential the information obtained in the process of financial services that has not been disclosed by Party A.
9. Party B shall standardize the management process of deposit account and fund transfer, ensure the safety and compliance of Party A’s fund deposit and transfer, and provide online banking for Party A’s deposit and settlement.
10. Party B shall strictly prevent information technology risks, strengthen the security management of online banking system, conduct regular and irregular inspection, and provide a safe and stable financial service system for Party A.
11. Party B shall cooperate with Party A to check the liquidity and security of its relevant deposits with Party B.
12. The asset liability ratio of Party B shall comply with the provisions of Article 34 of the measures for the administration of financial companies of enterprise groups and the requirements of Bank Of China Limited(601988) Insurance Regulatory Commission. In case of an emergency of payment difficulties, its controlling shareholder Hegang Group Co., Ltd. shall be notified in time to increase the capital for settlement.
13. During the duration of the agreement, if Party B has any situation specified in the risk emergency response plan, it shall timely inform Party A and assist Party A in timely performing the obligation of information disclosure.
(V) liability for breach of contract
Either party shall be liable for breach of contract, and the breaching party shall bear all losses caused to the other party and reasonable expenses incurred for claiming rights.
(VI) term of agreement
This agreement is valid for three years from the effective date. If either party fails to request the other party to terminate the agreement within 30 days before the expiration of the validity period, the agreement will be automatically extended for three years, and the above extension is not limited by the number of times.
(VII) effectiveness of the agreement
This Agreement shall come into force after being signed and sealed by both parties and completing the necessary approval procedures.
4、 Purpose of transaction and impact on the company
The company handles the deposit, loan, bill discount and other financial businesses of the company and its holding subsidiaries in the finance company, which is conducive to improving the use efficiency and efficiency of the company’s funds, broadening financing channels, reducing financing costs, and providing long-term and stable financial support for the development of the company.
5、 Risk assessment
The board of directors of the company has evaluated the business qualification, business and risk status of the financial company, and the conclusions are as follows: the financial company has a legal and effective financial license and business license for enterprise legal person, has established a complete and reasonable internal control system, and can better control risks. It is not found that there are major defects in the risk control system related to the preparation of financial statements; In 2021, the finance company operated in strict accordance with the provisions of the measures for the administration of financial companies of enterprise groups issued by the CBRC. All regulatory indicators met the requirements of Article 34 of the measures, and there was no violation of the provisions.
6、 Risk prevention measures
In order to effectively prevent, timely control and resolve the fund risks of the company’s deposits and loans in the finance company, and ensure the safety and liquidity of funds, the company has formulated the risk emergency response plan for handling deposit and loan business in Hegang Group Finance Co., Ltd. Up to now, the deposit security and liquidity of the company in the finance company are good, and there is no delay in payment due to insufficient cash position of the finance company.
7、 Accumulated various related party transactions with the related party from the beginning of the year to the disclosure date
As of March 31, 2022, the company’s deposit balance in the finance company was 11005160400 yuan, the loan balance was 0 yuan, the interest income from January to March 2022 was 281217 million yuan, and the interest expense was 0 yuan.
8、 Prior approval and independent opinions of independent directors
The independent directors of the company approved the renewal of the financial services agreement with the finance company in advance and expressed independent opinions. For details, see the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ） Hbis Company Limited(000709) independent directors’ prior approval opinions on matters related to the 25th session of the 4th board of directors and independent opinions on matters related to the 25th session of the 4th board of directors.
9、 Documents for future reference
1. Resolutions of the 25th session of the 4th board of directors;
2. Financial service agreement signed between the company and the finance company.
Hbis Company Limited(000709) board of directors April 22, 2022
