Bohai Automotive Systems Co.Ltd(600960)
Announcement on signing financial service agreement and related party transactions
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Bohai Automotive Systems Co.Ltd(600960) (hereinafter referred to as “the company”) intends to sign the financial service agreement (hereinafter referred to as “the agreement”) with BAIC Motor Group Finance Co., Ltd. (hereinafter referred to as “the finance company”).
Finance company is the holding subsidiary of BAIC Motor Corporation Limited, the indirect controlling shareholder of the company. According to article 6.3.3 of the stock listing rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction.
Impact of related party transactions: this related party transaction follows the principles of fairness, impartiality and openness, the transaction price is fair, there is no damage to the interests of shareholders, especially small and medium-sized shareholders, and will not have an adverse impact on the continuous operation of the company. The income and profit of the listed company do not depend on this related party transaction. Therefore, this connected transaction will not have any impact on the independence of the listed company.
In the past 12 months, the company has not conducted other transactions with the finance company other than daily connected transactions, nor has it conducted other connected transactions related to transaction categories with other connected persons.
This connected transaction needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Overview of related party transactions
The company plans to sign the financial service agreement with the finance company. The agreement stipulates that the company accepts the financial services provided by the finance company and carries out deposits (the daily deposit balance of the company in the finance company does not exceed 500 million yuan), credit (the comprehensive credit line does not exceed 500 million yuan), financial leasing, settlement and other financial businesses in accordance with the agreement.
According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
As of December 31, 2021, the company’s loan balance in the finance company was 50 million yuan and the deposit balance was 518674 million yuan. The company’s deposit in the finance company was safe and liquid, and there was no delay in payment due to insufficient cash position.
2、 Review procedures for the performance of related party transactions
On April 22, 2022, the 10th meeting of the 8th board of directors of the company deliberated and adopted the proposal on signing the financial service agreement. The related directors of the company avoided voting, and three independent directors gave their prior approval opinions on the proposal, agreed to submit the proposal to the board of directors for deliberation, and expressed their independent opinions on the proposal. The audit committee of the board of directors of the company carefully reviewed the proposal and expressed its consent.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 Introduction to related parties
（1） Introduction to related party relationship
The finance company is the holding subsidiary of BAIC Motor Corporation Limited, the indirect controlling shareholder of the company. According to article 6.3.3 of the stock listing rules, this transaction constitutes a connected transaction.
（2） Basic information of related parties
Company name: BAIC Group Finance Co., Ltd.
Enterprise type: limited liability company (state-owned holding).
Legal representative: Zhu Zhenghua.
Registered capital: 5 billion yuan.
Date of establishment: November 9, 2011
Equity structure: BAIC Motor Corporation Limited holds 56% equity, BAIC motor Investment Co., Ltd. holds 20%, Beiqi Foton Motor Co.Ltd(600166) holds 14%, and Beijing Hainachuan Auto Parts Co., Ltd. holds 10%.
Main business: (I) handle financial and financing consulting, credit assurance and related consulting and agency business for member units; (II) assist member units to realize the receipt and payment of transaction funds; (III) approved insurance agency business; (IV) providing guarantee to member units; (V) handling entrusted loans between member units; (VI) handle bill acceptance and discount for member units; (VII) handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; (VIII) absorbing deposits from member units; (IX) handle loans and financial leases for member units; (x) engaging in interbank lending; （11） Underwriting corporate bonds of member units; （12） Consumer credit, buyer’s credit and financial leasing of products of member units; （13） Securities investment (except stocks and trust investment).
Main financial data for 2021: total assets of 48388444800 yuan, net assets of 6373910400 yuan, operating income of 155058100 yuan, total profit of 630656500 yuan and net profit of 481528200 yuan. (the above data has not been audited).
The company and the finance company maintain independence in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc. 4、 Main contents of the financial services agreement
(I) both parties
Party A: Bohai Automotive Systems Co.Ltd(600960)
Party B: BAIC Group Finance Co., Ltd
(II) contents of financial services
1. Deposit service
1.1 Party B shall provide deposit services for Party A and implement the principle of free access in strict accordance with the relevant provisions of the people’s Bank of China;
1.2 the deposit products provided by Party B to Party A in accordance with the provisions of the people’s Bank of China include: demand deposit, time deposit, call deposit, agreement deposit, etc;
1.3 Party B promises that the deposit interest rate of Party A in Party B shall be determined with reference to the RMB deposit benchmark interest rate issued by the people’s Bank of China, and shall not be lower than the interest rate applicable to the same grade of deposit services provided by Chinese commercial banks in the same period; 1.4 Party A agrees to open a deposit account with Party B and choose different deposit products and terms independently; 1.5 Party A agrees that the maximum daily deposit balance in Party B shall not exceed 500 million yuan;
1.6 Party B shall ensure the safety of the funds deposited by Party A, and timely and fully honor the funds when Party A puts forward the fund demand.
2. Loan services and financial leasing services
2.1 according to the needs of Party A’s operation and development, Party B will provide comprehensive credit business for Party A on the premise of complying with relevant national laws and regulations, including but not limited to loans, discounts, guarantees and other forms of financing.
2.2 during the term of this agreement, Party A intends to apply to Party B for a comprehensive credit line up to RMB 500 million; The specific implementation will be based on Party A’s situation and comprehensive credit rating, and both parties will sign a separate agreement.
2.3 Party B promises that the loan interest rate provided to Party A will be determined by both parties through negotiation in accordance with the interest rate issued by the people’s Bank of China from time to time and the current market conditions, and the loan interest rate will not be higher than the loan interest rate of the same grade of Chinese financial institutions in the same period; Party B can provide Party A with a discount of up to 10% of the benchmark loan interest rate.
3. Settlement services
3.1 Party B shall provide Party A with payment or collection settlement services and auxiliary businesses related to settlement services according to the instructions of Party A;
3.2 Party B shall provide the above settlement services for Party A, and the settlement fee shall be implemented according to the charging standard agreed by both parties, and the fee charged shall not be higher than the similar service fee standard provided by Chinese financial institutions. Party B promises to give preferential treatment to Party A’s settlement expenses.
4. other financial business
4.1 Party B shall provide other financial services to Party A within the business scope approved by Bank Of China Limited(601988) industry supervision and Administration Commission;
4.2 for other financial services except deposits and loans, Party B promises that the charging standard shall not be higher than the same level of business expenses of other financial institutions in China.
5. Party B shall ensure the safe operation of the fund management network, ensure the safety of funds, control the risk of assets and liabilities and meet the payment needs of Party A.
6. On the premise of complying with this agreement, Party A and Party B shall further sign specific contracts / agreements on the provision of relevant specific financial services to agree on specific transaction terms. Such specific contracts / agreements must comply with the principles, terms and relevant legal provisions of this agreement.
(III) effectiveness, alteration and cancellation of the agreement
1. The agreement shall come into force after both parties have performed the necessary approval procedures and authorized signature, and shall be valid for three years. 2. The agreement can be changed and terminated after both parties reach a written agreement through consultation. The agreement remains in force until a written agreement is reached. Neither party shall unilaterally change, modify or terminate the agreement without authorization. 3. If some provisions of this Agreement are invalid or unenforceable, the validity of other provisions shall not be affected.
4. Before the expiration of this agreement, unless one or both parties explicitly propose in writing not to renew it, this agreement will automatically continue for three years, and so on.
5、 Impact of related party transactions on Listed Companies
The financial service agreement signed between the company and the finance company further meets the company’s needs for capital, settlement and management in the process of production, operation and daily management. The related party transaction follows the principles of fairness, impartiality and openness, the transaction price is fair, there is no damage to the interests of the company’s shareholders, especially the minority shareholders, and will not have an adverse impact on the company’s continuous operation. The income and profits of the listed company do not depend on this connected transaction, and this connected transaction will not have any impact on the independence of the listed company.
6、 Opinions of independent directors
Three independent directors of the company gave their prior approval opinions and independent opinions:
(1) Prior approval opinions of independent directors: the deposit, credit, settlement and other financial services between the company and BAIC Group Finance Co., Ltd. are the objective needs of the company’s normal business activities, follow the principles of fairness and fairness, the transaction price is fair, and there is no damage to the interests of the company and minority shareholders. We recognize this related party transaction, Agree to submit the proposal on signing the financial services agreement to the board of directors for deliberation, and the related directors should avoid voting.
(2) Independent opinions of independent directors: BAIC Group Finance Co., Ltd. is a non bank financial institution approved by the CBRC. The provision of deposit, credit, settlement and other financial services by the finance company within its business scope complies with the provisions of relevant national laws and regulations. This connected transaction is the objective need of the company’s normal business activities, follows the principles of fairness and fairness, the transaction price is fair, and there is no damage to the interests of the company and minority shareholders. When the board of directors of the company deliberated the proposal, the related directors avoided voting, and the deliberation and decision-making procedures complied with the relevant provisions of laws, regulations and the articles of association. We agree to the motion on signing a financial services agreement.
7、 Historical related party transactions (excluding daily related party transactions)
In the past 12 months, the company has not conducted other transactions with the same connected person other than daily connected transactions, nor other connected transactions related to transaction categories with different connected persons.
8、 Online announcement attachment
(I) resolutions of the 10th meeting of the 8th board of directors of the company;
(II) prior approval opinions and independent opinions signed and confirmed by independent directors.
It is hereby announced.
Bohai Automotive Systems Co.Ltd(600960) board of directors April 23, 2022
