Securities code: Tcl Technology Group Corporation(000100) securities abbreviation: TCL technology Announcement No.: 2022038 TCL Technology Group Co., Ltd
Announcement on related party transactions in which TCL Technology Group Finance Co., Ltd. continues to provide financial services to related parties and renews the financial service agreement
TCL Technology Group Co., Ltd. and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Overview of related party transactions
In order to give full play to the resource advantages of various high-quality customers, actively and steadily expand the company’s financial service business, and further improve the level and efficiency of fund use, on the premise of complying with the measures for the administration of enterprise group financial companies, Tcl Technology Group Corporation(000100) Group Finance Co., Ltd. (hereinafter referred to as “finance company”), a subsidiary of TCL Technology Group Co., Ltd. (hereinafter referred to as “the company”) intends to continue to provide financial services to some subsidiaries of TCL Industrial Holdings Co., Ltd. (hereinafter referred to as “TCL industry”) within the service scope in accordance with the measures for the administration of enterprise group finance companies and relevant regulatory provisions in 2022, Carry out financial service cooperation, specifically providing financial services such as deposit, credit extension (including loan, bill acceptance, discount, etc.) and settlement, finance and financing consulting (hereinafter referred to as “the transaction”).
According to this transaction, it is estimated that in 2022, the total deposit balance of TCL industrial subsidiaries in the financial company on any day will not exceed RMB 6 billion, and the total credit balance provided by the financial company to TCL industrial subsidiaries on any day will not exceed RMB 6 billion. The deposit and loan interest rate range refers to the benchmark (base) interest rate of deposits published by the central bank and the national interbank lending center The quotation interest rate level of the loan market and the deposit and loan level of market-oriented financial institutions. At the same time, it is estimated that in 2022, the interest income charged by the finance company for providing financial services to affiliated companies will not exceed 150 million yuan, the interest expenditure paid will not exceed 100 million yuan, and the total income generated from providing financial services such as settlement, finance and financing consulting will not exceed 100 million yuan.
Due to the fact that Mr. Li Dongsheng is the chairman of both the company and TCL industry, TCL industry and its subsidiaries are affiliated legal persons of the company in accordance with item (IV), paragraph 2, article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange. Therefore, this transaction constitutes a connected transaction.
At the 18th meeting of the 7th board of directors held on April 27, 2022, the company considered and adopted the proposal on connected transactions of TCL Technology Group Finance Co., Ltd. to continue to provide financial services to related parties and renew the financial service agreement. The connected directors Mr. Li Dongsheng, Ms. Du Juan and Mr. Liao Qian avoided voting. Independent directors have made prior recognition and expressed independent opinions. This matter needs to be submitted to the general meeting of shareholders for deliberation. When the general meeting of shareholders deliberates this proposal, the related shareholders need to avoid voting.
2、 Introduction to related parties
(I) basic information
1. Company name: TCL Industrial Holding Co., Ltd
Registered address and main office location: 22F, TCL science and technology building, No. 17, Huifeng Third Road, Zhongkai high tech Zone, Huizhou
Date of establishment: September 17, 2018
Legal representative: Du Juan
Registered capital: 3225 million yuan
Business scope: equity investment, real estate leasing, conference services, software development, R & D, production and sales: communication equipment, audio and video products, electronic products, household appliances, providing market promotion services, import and export of goods and technologies, computer information technology services, enterprise management consulting, business information consulting, Internet information services, Internet access and related services, Internet cultural activities services, Value added telecommunications services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholders: panmao (Shanghai) Investment Center (limited partnership) holds 186047%, Beijing xinrunheng equity investment partnership (limited partnership) holds 4.6512%, Huizhou state owned Assets Management Co., Ltd. holds 9.3023%, and Shenzhen Qifu Guolong equity investment fund partnership (limited partnership) holds 1.5504%, The shareholding ratio of Ningbo Lida Zhihui enterprise management partnership (limited partnership) is 333330%, that of Xiaomi Technology Co., Ltd. is 9.3023%, and that of Ningbo Lida Zhiheng enterprise management partnership (limited partnership) is 232561%.
Main financial data and operation:
TCL industry is developing steadily and operating well. In 2021, the main business income was 104.19 billion yuan, the net profit attributable to the shareholders of the parent company was 1.952 billion yuan, and the total assets was 96.376 billion yuan.
(II) relationship with the company
Due to the fact that Mr. Li Dongsheng is the chairman of both the company and TCL industry, TCL industry and its subsidiaries are affiliated legal persons of the company in accordance with item (IV), paragraph 2, article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange. Therefore, the transactions between the company and TCL industry and its subsidiaries constitute related party transactions.
(III) performance capability analysis
The financial service business that occurs or may occur in some subsidiaries of the company and TCL industry within the service scope in accordance with the measures for the administration of financial companies of enterprise groups and relevant regulatory provisions is required for normal operation. The company believes that the financial status and credit status of these related parties are good, they are companies that exist and operate normally according to law, and will not bring transaction risk or form bad debt loss to the company.
The company will conduct strict risk assessment on the credit granted by related parties and set up a credit line. Through rigorous credit risk assessment, determine the maximum risk tolerance of related parties in financial services, and ensure that the credit balance of related parties is controlled within the credit line.
3、 Main contents of related party transactions and main terms of the agreement
The company plans to renew the financial services agreement with TCL industry. The main contents of the agreement are as follows:
(I) signatory
TCL Technology Group Finance Co., Ltd. and TCL Industrial Holding Co., Ltd
(II) transaction content and amount
1. Deposit and credit business: the finance company and some subsidiaries of TCL industry plan to carry out deposit and credit business (including loan, bill acceptance, discount, etc.). For the above business, it is estimated that the total deposit balance of related parties in the finance company on any day in 2022 will not exceed RMB 6 billion, and the total credit balance provided by the finance company to related parties on any day will not exceed RMB 6 billion. The interest income charged by the finance department for providing financial services shall not exceed 150 million yuan, and the interest expense paid shall not exceed 100 million yuan.
2. Other financial services business: the finance company and some subsidiaries of TCL industry plan to carry out other financial services such as settlement, finance and financing consulting. For the above businesses, the total revenue of the finance company in 2022 is expected to be no more than 100 million yuan.
(III) pricing principle and basis
The transactions between the company and related parties follow the principle of market-oriented pricing, and carry out related party transactions on conditions not superior to similar transactions with non related parties. There is no interest transmission and price manipulation, which does not damage the interests of the company and shareholders. It meets the fairness principle of related party transaction management requirements, does not affect the independence of the company, and will not have an adverse impact on the company’s sustainable operation ability, profit and loss and asset status.
(IV) effectiveness and term of the agreement
This agreement is established after being signed and sealed by the legal representatives or authorized representatives of the finance company and TCL industry. The validity period is one year from the date of deliberation and approval of the general meeting of shareholders of the company or until the date of deliberation and approval of similar proposals at the next general meeting of shareholders of the company.
4、 Impact of related party transactions on the company and risk prevention measures
(I) impact on the company
The daily operation of the finance company needs to actively and steadily expand the corporate financial service business, improve the level and efficiency of capital use, and select some subsidiaries of TCL industry as the related parties of daily transactions. On the one hand, the business scope and financial service objects of the finance company are limited, mainly focusing on member enterprises and their upstream and downstream customers (within the scope of regulatory approval), and some subsidiaries of TCL industry meet the business scope of the finance company; On the other hand, some subsidiaries of TCL industry are joint-stock companies. The company has a relative understanding of its operation and management, credit status and performance ability. The company’s financial service business with it is conducive to reducing costs, controlling risks and increasing income. The related party transaction conditions of the company’s financial services to TCL industry are fair and reasonable, which is conducive to reducing the company’s transaction costs, and there is no situation that damages the interests of the company and minority shareholders.
(II) risk prevention measures
1. The finance company provides financial services to eligible member enterprises. In accordance with the requirements of the measures for the administration of financial companies of enterprise groups and relevant regulatory provisions, all its business activities are supervised by Bank Of China Limited(601988) Insurance Regulatory Commission to ensure that relevant businesses are carried out in accordance with laws and regulations.
2. The financial company provides financial services to affiliated companies, and the transaction pricing conforms to the fair and reasonable market price and the actual needs of the company. There is no situation that damages the interests of the company, and the interests of the company can be reasonably guaranteed. The above daily connected transactions have no impact on the independence of the company.
3. The company will closely monitor the development of relevant businesses, strengthen internal control management and prevent various risks. 5、 Authorization matters
Submit to the general meeting of shareholders to authorize the chairman of the finance company or his authorized representative to handle matters related to this connected transaction, including but not limited to determining and signing the legal documents involved in this transaction, and handling the approval and registration procedures required by this transaction.
6、 As of December 31, 2021, the balance of various related party transactions between the finance company and the related person
As of December 31, 2021, the financial services provided by the finance company to TCL industrial related companies are as follows:
Total amount of business types of related parties (10000 yuan) closing balance (10000 yuan)
The deposit balance of TCL Industrial Holdings Co., Ltd. on any day is not
The deposits of the company’s subsidiaries and affiliated legal persons exceed RMB 6 billion and RMB 212779
Comprehensive credit balance of subsidiaries of TCL Industrial Holding Co., Ltd. with a loan of 0.00 from affiliated legal person on any day
Credit granted by affiliated legal person of TCL Industrial Holdings Co., Ltd. (the bill amount does not exceed 6 billion yuan, and the discount of the subsidiary of 8333422 company) is RMB
Credit granted by affiliated legal person of TCL Industrial Holdings Co., Ltd. (bill 3155721 accepted by the subsidiary of the company)
7、 Prior approval and independent opinions of independent directors
The independent directors of the company have previously recognized the related party transactions signed the financial service agreement between the finance company and TCL industry, and believe that the continuation of financial service cooperation between the finance company and some subsidiaries of TCL industry and the renewal of the financial service agreement with TCL industry are due to the need of daily production and operation of the finance company to cooperate with all parties, It is agreed to submit the proposal to the 18th meeting of the seventh board of directors for deliberation. The independent directors believe that when the board of directors considered the above related party transactions, the related directors avoided voting, the review procedures comply with the company law, the articles of association and other relevant provisions, the financial company has the business qualification to provide financial services, the basic financial indicators of the financial company comply with the regulatory provisions, such related party transactions are necessary for the operation of the financial company, and the transaction pricing principle is fair and reasonable, There is no situation that damages the interests of listed companies and minority shareholders. Agree to submit the proposal to the general meeting of shareholders for deliberation.
8、 Accumulated various connected transactions with the connected person
From January to March 2022, the total amount of various daily related party transactions between the company and TCL industry and its subsidiaries is about 2.9 billion yuan.
9、 Documents for future reference
1. Announcement of resolutions of the 18th meeting of the seventh board of directors;
2. The prior approval letter of the 18th meeting of the seventh board of directors;
3. Independent opinions on relevant matters considered at the 18th meeting of the seventh board of directors.
It is hereby announced.
Board of directors of TCL Technology Group Co., Ltd. April 27, 2022
