Eastcompeace Technology Co.Ltd(002017)
Securities code: 002017 securities abbreviation: Eastcompeace Technology Co.Ltd(002017) Announcement No.: 2022-04 Eastcompeace Technology Co.Ltd(002017)
Announcement on the signing of financial service agreement and related party transactions with China Electronic Technology Finance Co., Ltd. the company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. Eastcompeace Technology Co.Ltd(002017) (hereinafter referred to as “the company”) intends to sign a financial service agreement with China Electronics Technology Finance Co., Ltd. (hereinafter referred to as “the finance company”) to provide the company (including its holding subsidiaries) with financial services such as deposit, loan, settlement and guarantee.
2. The actual controllers of the company and the finance company are China Electronics Technology Group Co., Ltd. (hereinafter referred to as “CETC”), and this transaction constitutes a connected transaction in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange. 3. This connected transaction has been deliberated and adopted at the 10th meeting of the 7th board of directors and the 8th meeting of the 7th board of supervisors held on January 11, 2022. Related directors Mr. Lou Shuiyong and Mr. Li Zhen abstained from voting, and all non related directors agreed. The independent directors expressed their prior approval opinions and independent opinions on the related party transactions. This transaction must be approved by the general meeting of shareholders of the company, and the related persons interested in the related transaction will give up their voting rights on the proposal at the general meeting of shareholders.
4. This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies. 2、 Basic information of related parties
1. Basic information
Enterprise name: China Electronic Technology Finance Co., Ltd
Registered address: 16 / F, tower a, Guohai Plaza, No. 17, Fuxing Road, Haidian District, Beijing
Legal representative: Dong Xuesi
Registered capital: 5800 million yuan
Unified social credit Code: 91110000717834993r
Financial license institution code: l0167h211000001
Eastcompeace Technology Co.Ltd(002017)
Major shareholder and actual controller: CETC is the major shareholder and actual controller of the finance company.
The business scope includes: operating the following domestic and foreign currency businesses: handling financial and financing consulting, credit assurance and related consulting and agency businesses for member units; Assist member units to realize the receipt and payment of transaction funds; Provide guarantee to member units; Handle entrusted loans and entrusted investment between member units; Handle bill acceptance and discount for member companies; Handle the internal transfer settlement between member companies 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; Underwriting corporate bonds of member units; Equity investment in financial institutions; Securities investment; Consumer credit, buyer’s credit and financial leasing business of member units’ products.
Main financial indicators: as of December 31, 2020, the total assets of the finance company were 90.483 billion yuan, liabilities 79.932 billion yuan and owner’s equity 10.551 billion yuan; In 2020, the operating revenue was 2.052 billion yuan and the net profit was 1.118 billion yuan.
2. Relationship with the company
The finance company is an enterprise controlled by CETC, the actual controller of the company. According to paragraph (II) of article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the finance company is a related party of the company.
3. Whether the related party is dishonest: No.
3、 Basic information of related party transactions
Subject matter of transaction: deposit, loan, settlement and other financial services that can be provided by the finance company and approved by the CBRC.
4、 Pricing policy and basis of related party transactions
1. Deposit service: the price of corporate deposits absorbed by financial companies shall not be lower than the listing interest rate of the same term and type of deposit business of major commercial banks in China in the same period.
2. Loan service: the interest rate of loans granted by the finance company to the company shall be implemented in accordance with the relevant provisions of the people’s Bank of China and the relevant management measures of the finance company. When signing each loan contract, both parties shall negotiate according to the prevailing market conditions and make appropriate adjustments to the loan execution interest rate, which shall not be higher than the loan interest rate of the same grade obtained by the company in major commercial banks in China in the same period.
3. Settlement service: all settlement expenses shall be borne by the finance company, and the company shall not bear relevant settlement expenses.
4. Other services: the fees charged by the finance company for providing other services for the company shall follow the principle of fairness and reasonableness, and shall be charged according to the standards not higher than the market fair price or national regulations.
Eastcompeace Technology Co.Ltd(002017)
5、 Main contents of related party transaction agreement
1. According to the business scope approved by Bank Of China Limited(601988) Insurance Regulatory Commission, the finance company provides the following main financial services to the company and its holding subsidiaries: (1) deposit services; (2) Settlement services; (3) Comprehensive credit services; (4) Other financial services.
2. See “IV. pricing policy and basis of related party transactions” for the pricing of various services by the finance company.
3. In consideration of financial control and transaction rationality, both parties shall make corresponding restrictions on the amount of deposit service transactions between both parties. The finance company shall assist the company in monitoring and implementing the restrictions. Within the validity period of the agreement, The maximum daily deposit balance (including accrued interest) deposited by the company to the finance company on each day shall not be higher than 70% (including) of the total assets in the company’s consolidated statements of the previous year.
4. During the validity period of the agreement, both parties agree that the recyclable comprehensive credit line is RMB 800 million, including but not limited to loans, bill acceptance, bill discount, letter of guarantee, letter of credit, factoring, financial leasing and other businesses.
5. Effective conditions and time: after the company has obtained the approval of the board of directors, the general meeting of shareholders and other competent authorities in accordance with the provisions of the articles of association, the listing rules and other relevant laws, regulations and rules and in accordance with legal procedures, the legal representatives or authorized representatives of the company and the finance company shall sign and affix their official seals.
6. This financial services agreement is valid for three years.
6、 Purpose of this connected transaction and its impact on the company
The cooperation between the company and the finance company shall follow the principles of equality, voluntariness and mutual benefit. The deposit and loan interest rate provided by the finance company to the company is equal to or better than the deposit and loan interest rate provided by commercial banks, and the charges for various services provided are not higher than the same level of business expenses of other financial institutions in China, which is conducive to reducing the financing cost of the company.
Within the term of the credit line, the company can borrow and repay at any time, which is convenient and fast, and improves the financing efficiency of the company. The establishment of a long-term and stable cooperative relationship between the company and the financial company is conducive to promoting the business development of the company.
7、 Accumulated various connected transactions with the related party from the beginning of this year to the disclosure date
From the beginning of this year to the disclosure date, the company has no related party transactions with this related party (including other related parties controlled by the same subject or controlled by each other).
8、 Opinions of independent directors
1. Prior approval of independent directors
After carefully reviewing the financial service agreement and other relevant materials submitted by the company, we believe that the signing of the financial service agreement between the company and China Electronics Technology Finance Co., Ltd. is conducive to the company to develop financing channels, increase financing methods and reduce financing costs. This connected transaction follows the principles of equality, voluntariness and mutual benefit, and the pricing of connected transactions is fair, It does not harm the interests of the company and all shareholders of the company. We agree to submit the proposal to the board of directors for deliberation, and the affiliated directors of the company shall withdraw from voting.
Eastcompeace Technology Co.Ltd(002017)
2. Independent opinions of independent directors
We believe that the signing of the financial service agreement between the company and China Electronics Technology Finance Co., Ltd. is conducive to the company to develop financing channels, increase financing methods and reduce financing costs. This connected transaction follows the principles of equality, voluntariness and mutual benefit. The pricing of connected transactions is fair and will not affect the independence of the company. During the deliberation of the related party transaction proposal, the related directors avoided voting. The deliberation procedures comply with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the rights and interests of the company and minority shareholders. We agree to the proposal.
9、 Documents for future reference
1. Resolutions of the 10th meeting of the 7th board of directors of the company;
2. Resolutions of the 8th meeting of the 7th board of supervisors of the company;
3. Prior approval opinions of independent directors on relevant matters of the 10th meeting of the seventh board of directors;
4. Independent directors’ independent opinions on matters related to the 10th meeting of the seventh board of directors;
5. The financial service agreement to be signed between the company and the finance company.
It is hereby announced.
Eastcompeace Technology Co.Ltd(002017)
Board of directors
January 12, 2002
