Bohai Automotive Systems Co.Ltd(600960)
Announcement on applying for credit and financing from financial institutions in 2022
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) System Co., Ltd. (hereinafter referred to as “the company” or ” Bohai Automotive Systems Co.Ltd(600960) “) plans to apply to financial institutions for a comprehensive credit line with a total amount of no more than RMB 4.24 billion in 2022;
Among the financial institutions that intend to carry out comprehensive credit and financing business, BAIC Motor Corporation Finance Co., Ltd. (hereinafter referred to as “finance company”) is the holding subsidiary of BAIC Motor Corporation Limited, the indirect controlling shareholder of the company. It is a related party of the company in accordance with the stock listing rules of Shanghai Stock Exchange. This transaction constitutes a related party transaction;
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 the transaction category 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
According to the needs of business development, the company and its subsidiaries plan to apply to financial institutions for a comprehensive credit line with a total amount of no more than RMB 42.4 in 2022.
Among the financial institutions planning to carry out comprehensive credit and financing business, the finance company is the holding subsidiary of BAIC Motor Corporation Limited, the indirect controlling shareholder of the company. According to the stock listing rules of Shanghai Stock Exchange, it is the related party of the company, and 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. This transaction needs to be submitted to the general meeting of shareholders for deliberation and approval. 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 approved the proposal on applying for credit and financing from financial institutions in 2022, and authorized the management to sign all legal documents related to credit and financing within the credit line of the proposal. The company’s affiliated directors avoided voting, and three independent directors expressed 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 agreeing to the proposal.
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、 Specific contents of related party transactions
In order to ensure the normal development of various businesses of the company and its subsidiaries, further expand financing channels and optimize financing structure, the company and its wholly-owned subsidiary Binzhou piston Co., Ltd. (hereinafter referred to as “piston Co., Ltd”) plan to apply to financial institutions for a maximum comprehensive credit line of 4.24 billion yuan in 2022, including but not limited to working capital loans, loan guarantees, purchase of principal guaranteed financial products, acceptance bills, Bill replacement Bill discount, letter of credit, letter of guarantee and other forms of trade financing. The specific matters shall be subject to the agreement signed by both parties. This credit line is not equal to the actual financing amount of the company, and the specific financing amount will be determined according to the actual demand of the company’s funds. The details are as follows:
Unit: 100 million yuan
Sequence: credit amount and years of financial institutions to which credit is granted
number
1 Industrial And Commercial Bank Of China Limited(601398) Binzhou Xincheng sub branch 2 1 year
2 Agricultural Bank Of China Limited(601288) Binzhou branch 1.3 1 year
3 China Merchants Bank Co.Ltd(600036) Binzhou branch 3 1 year
4 Bank Of Communications Co.Ltd(601328) Binzhou branch for 3 years
5 Industrial Bank Co.Ltd(601166) Binzhou branch 1.8 1 year
6. Binzhou branch of qishang Bank Co., Ltd. 0.5 1 year
7 China Minsheng Banking Corp.Ltd(600016) Co., Ltd. Jinan Branch 1.2 1 year
8. Binzhou branch of Hengfeng Bank Co., Ltd. for 1 year
9 China Citic Bank Corporation Limited(601998) Binzhou Branch 1 year
10 Bohai Automotive Systems Co.Ltd(600960) Weifang Bank Co., Ltd. Binzhou Branch 1 year
11 China Everbright Bank Company Limited Co.Ltd(601818) Binzhou Branch 1 year
12 Bank Of Beijing Co.Ltd(601169) Jinan Branch 2 1 years
13 Ping An Bank Co.Ltd(000001) Qingdao Branch 1.2 1 year
14 Bank Of Qingdao Co.Ltd(002948) Binzhou Branch 1 year
Beijing Automobile Group Finance Co., Ltd. 15 years
16 Hua Xia Bank Co.Limited(600015) Binzhou Branch 1 year
17 China Zheshang Bank Co.Ltd(601916) Jinan Branch 1 year
18 Guangfa Bank Co., Ltd. Jinan Branch 1.5 1 year
Binzhou branch of Weihai Commercial Bank Co., Ltd. for 21 years
19 Ping An International Financial Leasing Co., Ltd. 3 1 years
Subtotal 34.5-
1 Industrial And Commercial Bank Of China Limited(601398) Binzhou Xincheng sub branch 1 year
2 Agricultural Bank Of China Limited(601288) Binzhou Branch 1 year
3 China Merchants Bank Co.Ltd(600036) Binzhou branch 0.7 1 year
4 Bank Of Communications Co.Ltd(601328) Binzhou Branch 1 year
5. Binzhou branch of qishang Bank Co., Ltd. 0.4 1 year
6 China Citic Bank Corporation Limited(601998) Binzhou branch 0.7 1 year
7. Binzhou branch of Weifang Bank Co., Ltd. 0.3 1 year
8 Shanghai Pudong Development Bank Co.Ltd(600000) Jinan Branch 0.5 1 year
9 Postal Savings Bank Of China Co.Ltd(601658) Binzhou branch 0.5 1 year
Sequence: credit amount and years of financial institutions to which credit is granted
number
10 China Everbright Bank Company Limited Co.Ltd(601818) Binzhou branch 0.5 1 year
11 Bank Of China Limited(601988) Binzhou branch 0.3 1 year
12 Shandong heavy industry group finance Co., Ltd. 1 year
Subtotal 7.9
Total 42.4-
Note: 1 The above credit line is not equal to the financing amount, and the specific financing amount will be determined according to the actual capital demand of the company’s production and operation.
2. If guarantee is involved in the implementation of the above credit application and financing matters, the company will strictly perform the approval procedures and information disclosure obligations in accordance with the provisions of laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the articles of association.
3. The validity period of this credit line is from the date when this proposal is deliberated and approved by the general meeting of shareholders to the date when the general meeting of shareholders of the company deliberates the credit line of the next year. Within the above credit period and line scope, the comprehensive credit line can be recycled.
5、 Impact of related party transactions on Listed Companies
The company applied for comprehensive credit and financing from financial institutions including financial companies, which further widened the financing channels, optimized the financing structure and met the capital needs in the daily operation of the company. The related party transaction follows the principles of fairness, impartiality and openness, and the transaction price is fair. There is no damage to the interests of the company’s shareholders, especially the minority shareholders, and there will be no adverse impact on the company’s sustainable operation.
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 company’s application for comprehensive credit and financing business from BAIC Motor Group Finance Co., Ltd. is the objective need of the company’s normal business activities, follows the principles of fairness and fairness, and there is no situation that damages the interests of the company and minority shareholders. We recognize this related party transaction, It is agreed to submit the proposal on applying for credit and financing from financial institutions in 2022 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 company’s application for comprehensive credit and financing business 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, and does not damage 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 application to financial institutions in 2022
