Securities code: Jihua Group Corporation Limited(601718) securities abbreviation: Jihua Group Corporation Limited(601718) Announcement No.: pro 2022010 Jihua Group Corporation Limited(601718)
Announcement on signing financial service agreement and related party transactions with Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd
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:
Jihua Group Corporation Limited(601718) (hereinafter referred to as “the company” or “the company”) intends to sign the financial service agreement with Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd. (hereinafter referred to as “the finance company”) to provide the company and its subsidiaries with financial services such as deposit, settlement and comprehensive credit.
This connected transaction has been deliberated and approved at the 11th meeting of the 5th board of directors of the company, and needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
1、 Overview of related party transactions
In order to further expand the scope of cooperative financial institutions, improve the use level and efficiency of funds and meet the needs of the company’s business development, the company plans to sign the financial service agreement with the finance company, which will provide the company and its subsidiaries with financial services such as deposit, settlement and comprehensive credit. The agreement is valid for three years.
The finance company is a wholly-owned subsidiary of Xinxing Jihua Group Corporation Limited(601718) Co., Ltd. (hereinafter referred to as “Xinxing Jihua Group Corporation Limited(601718) “), the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, the finance company is the affiliated legal person of the company, and this transaction constitutes a connected transaction.
In the past 12 months, the company and the finance company have related party transactions in deposit and loan businesses. As of December 31, 2021, the deposit balance of the company and its subsidiaries in the finance company was 2708655 million yuan, and the loan balance was 300 million yuan.
This connected transaction has been deliberated and approved at the 11th meeting of the 5th board of directors of the company, and needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Introduction to related parties
(I) introduction to related party relationship
The finance company is a wholly-owned subsidiary of Xinxing Jihua Group Corporation Limited(601718) which is the controlling shareholder of the company, and complies with the affiliated relationship stipulated in the stock listing rules of Shanghai Stock Exchange.
(II) basic information of related parties
Enterprise name: Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd
Legal representative: Zuo Yatao
Registered capital: 1 million yuan
Enterprise type: limited liability company (sole proprietorship of legal person)
Address: 2 / F, building 1, yard 28, Xiangjun Beili, Chaoyang District, Beijing
Unified social credit Code: 91110105ma02075p47
Financial license institution code: l0282h211 Ping An Bank Co.Ltd(000001)
Date of establishment: January 29, 2021
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; Approved insurance agency business; 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. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Equity structure: Xinxing Jihua Group Corporation Limited(601718) holds 100% equity of finance company
Financial data: as of December 31, 2021, the total assets of the finance company were 108783696 million yuan, the net assets were 10015124 million yuan, the operating income was 568269 million yuan and the net profit was 1.5124 million yuan.
3、 Main contents of financial services agreement
(I) agreement subject
Party A: 6018
Party B: Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd
(II) main service contents
1. Service type
(1) Deposit service
(1.1) Party A shall open a deposit account with Party B and deposit the funds into the deposit account opened with Party B based on the principle of free access. The deposit forms can be current deposit, time deposit, notice deposit, agreement deposit, etc. (1.2) the deposit interest rate of Party B’s deposit service for Party A will not be lower than the deposit interest rate of similar deposits in the same period uniformly issued by the people’s Bank of China, not lower than the deposit interest rate of similar deposits in Chinese commercial banks in the same period, and not lower than the deposit interest rate of similar deposits in Party B by Xinxing Jihua Group Corporation Limited(601718) other member units in the same period.
(1.3) specific matters related to deposit service shall be separately agreed by both parties.
(2) Credit service
(2.1) on the premise of complying with relevant national laws and regulations and the provisions of the China Securities Regulatory Commission and the stock exchange, Party B provides comprehensive credit services for Party A according to the business and development needs of Party A. Party A can use the comprehensive credit line provided by Party B to handle loans, bill acceptance and discount, guarantee and other forms of capital financing. Party B will give priority to meeting the needs of Party A within its own financial capacity. The specific credit line shall be determined according to the actual business needs of Party A and the relevant credit management system of Party B.
The above credit line granted by Party B to Party A does not constitute Party B’s obligation to issue in full according to the above credit line. Party A needs to apply for the credit line one by one and issue it after Party B completes its own business approval process.
(2.2) Party B promises to provide Party A with preferential loan interest rate, which is not higher than the loan interest rate of the same grade obtained by Party A in other Chinese commercial banks in the same period, and the average interest rate of the loan of the same grade provided by Party B to other member units of Xinxing Jihua Group Corporation Limited(601718) with the same credit level in the same period.
(2.3) specific matters related to credit services shall be separately agreed by both parties.
(3) Settlement service
(3.1) Party B shall provide Party A with payment services, collection services and other auxiliary services related to settlement business according to Party A’s instructions.
(3.2) Party B shall provide the above settlement services for party a free of charge.
(3.3) Party B shall ensure the safe operation of the fund settlement network, ensure the safety of funds, control the risk of assets and liabilities and meet the payment needs of Party A.
(3.4) specific matters related to settlement services shall be separately agreed by both parties.
(4) Consulting services
(4.1) under the circumstances permitted by laws, regulations and normative documents, according to the needs of Party A, Party B shall provide Party A with financial consulting services including information consulting, operation and management consulting, investment and financing consulting, investment banking consulting, etc.
The charging standard of various consulting services must comply with the standards stipulated by the state and will not be higher than the market fair price or the same business cost level of major commercial banks in China.
(5) Other financial services
(5.1) Party B will provide other financial services within the scope of business to Party A according to the instructions and requirements of Party A. before Party B provides other financial services to Party A, both parties need to negotiate and enter into an independent agreement.
(5.2) the fees charged by Party B for providing other financial services must comply with the charging standards for such services stipulated by the people’s Bank of China or Bank Of China Limited(601988) Insurance Regulatory Commission, and will not be higher than the fees charged by major financial institutions in China for similar services and the average fees charged by Party B for providing services to parties other than Party A for similar businesses.
(5.3) 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 the specific rights and obligations of both parties.
2. Trading limit
(1) In consideration of financial risk control and transaction rationality, Party A and Party B make the following restrictions on the financial service transaction between Party A and Party B, and Party B shall assist Party A in monitoring and implementing the following restrictions:
(1.1) during the term of this agreement, the maximum daily deposit balance (including accrued interest) deposited by Party A (including the subsidiary controlled by Party A) to Party B on each day shall not exceed RMB 8 billion. If Party A’s deposit in Party B exceeds the maximum deposit limit due to settlement and other reasons, Party B shall transfer the amount resulting in the excess deposit to the bank account of Party A and its controlled subsidiaries within 3 working days.
(1.2) during the term of this agreement, the total balance of comprehensive credit provided by Party B to Party A (including the subsidiaries controlled by Party A) shall not exceed RMB 10 billion, which is used for loans, bill acceptance and discount, guarantee and other forms of capital financing business. When Party B handles loans, bill acceptance and discount, guarantee and other forms of financing business to Party A’s subsidiaries, Party A shall ensure that Party A’s subsidiaries have been authorized by Party A.
(III) effectiveness and change of the agreement
1. In accordance with the articles of association and relevant laws, regulations and rules on the governance and disclosure of listed companies, Party A’s agreement shall enter into force after being approved by the board of directors, the general meeting of shareholders and other competent authorities in accordance with legal procedures and signed and sealed by the legal representatives or authorized representatives of both parties.
2. This agreement is valid for three years from the effective date of this agreement to the expiration of three years. Upon expiration, both parties may renew the agreement through negotiation.
4、 Impact of this transaction on the company
The finance company is a non bank financial institution funded and established by Xinxing Jihua Group Corporation Limited(601718) and approved by Bank Of China Limited(601988) Insurance Regulatory Commission. It is subject to the supervision of Bank Of China Limited(601988) Insurance Regulatory Commission and legally holds the financial license and remains valid. When the finance company handles deposit, credit, settlement and other financial services for the company, both parties shall follow the principles of equality and voluntariness, complementary advantages, mutual benefit and win-win cooperation, which will not affect the operation and allocation of the company’s funds; The company can make full use of the financial service platform provided by the finance company to broaden financing channels, reduce financing costs, ensure the demand for operating funds, enhance the ability of capital allocation and maximize capital benefits.
This connected transaction will not damage the interests of the company and shareholders, especially minority shareholders, and will not affect the independence of the company.
5、 Review procedures for the performance of this connected transaction
(I) deliberations of the board of directors
The 11th meeting of the 5th board of directors of the company deliberated and adopted the proposal of signing financial service agreement with the finance company with 4 affirmative votes, 0 negative votes, 0 abstention votes and 4 withdrawal votes. The affiliated directors Wu Tongxing, Chen Xiangdong, Yang Dajun and Shi Junlong avoided voting at the meeting of the board of directors.
The independent directors of the company recognized the related party transactions in advance and expressed their independent opinions as follows: the signing of the financial service agreement by the company is conducive to broadening the scope of cooperative financial institutions and meeting the needs of the company’s business development. The transaction follows the principles of fairness and reasonableness and fair pricing, and there is no situation that damages the interests of the company and non affiliated shareholders. During the deliberation of this proposal, affiliated directors Wu Tongxing, Chen Xiangdong, Yang Dajun and Shi Junlong avoided voting. The approval procedures for related party transactions comply with the provisions of relevant laws, regulations and the articles of association, and we agree to the proposal.
The audit and Risk Management Committee of the board of directors of the company reviewed the connected transaction and issued the following opinions: the financial service agreement signed between the company and Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd. is conducive to broadening the scope of the company’s financial cooperation institutions and meeting the needs of the development of the company’s production and operation business. The transaction follows the principles of fairness and reasonableness and fair pricing, and there is no situation that damages the interests of the company and non affiliated shareholders. The meeting agreed to submit the proposal on signing financial service agreement with finance company to the 11th meeting of the 5th board of directors of the company for deliberation.
(II) deliberation of the board of supervisors
This connected transaction has been deliberated at the 5th meeting of the 5th board of supervisors of the company. The board of supervisors believes that the signing of the financial service agreement meets the needs of the company’s operation and development, the transaction follows the principles of fair and reasonable pricing, the decision-making procedures comply with relevant laws and regulations and the provisions of the company’s charter, and there is no situation damaging the interests of the company and non connected shareholders.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the related shareholder Xinxing Jihua Group Corporation Limited(601718) and its persons acting in concert will abstain from voting on the proposal.
6、 Online announcement attachment
(I) risk assessment report on financial business between Jihua Group Corporation Limited(601718) and Xinxing Jihua Finance Co., Ltd
(II) risk disposal plan for financial business between Jihua Group Corporation Limited(601718) and Xinxing Jihua Finance Co., Ltd
(III) prior approval opinions of independent directors
(IV) opinions of independent directors
It is hereby announced.
Jihua Group Corporation Limited(601718) board of directors
April 27, 2002
