Securities code: Tcl Technology Group Corporation(000100) securities abbreviation: TCL technology Announcement No.: 2022036 TCL Technology Group Co., Ltd
Announcement on carrying out accounts receivable factoring business and related party transactions
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
1. In order to accelerate the capital turnover, reduce the balance of accounts receivable, reduce the management cost of accounts receivable, improve the asset liability structure and operating cash flow, the company and its holding subsidiaries plan to carry out non recourse (sell-off) accounts receivable factoring financing business with the subsidiary carrying out factoring business under TCL industrial holding Co., Ltd. (hereinafter referred to as "factoring company"), The company plans to incorporate the above transactions into the management of related party transactions.
2. The upstream suppliers of the company and its holding subsidiaries (including other enterprises that obtain the accounts receivable creditor's rights of the company and its holding subsidiaries) plan to carry out accounts receivable factoring financing business with the factoring company based on their own capital needs and the principle of marketization. The above suppliers will transfer the rights and interests related to the accounts receivable creditor's rights of the company and its holding subsidiaries to the factoring company and obtain funds. Based on the above transaction mode, the factoring company will indirectly obtain the rights and interests related to the accounts receivable creditor's rights of the company and its holding subsidiaries. According to the principle of substance over form, the company plans to incorporate the above qualified transactions into the management of related party transactions.
From the date when the shareholders' meeting considers the need to develop the factoring business between the subsidiary company and the subsidiary company (including the date when the factoring demand exceeds RMB 3.5 billion) to the next year when the factoring needs to be developed by the subsidiary company and the factoring company is not approved, including the date when the factoring demand exceeds RMB 3.5 billion, The quota can be recycled within the authorization period, and the amount and service life of a single factoring business shall be subject to the relevant contract after being negotiated by the relevant parties according to the actual situation.
Due to the fact that Mr. Li Dongsheng is the chairman of the company and TCL industry, TCL industry and its subordinate factoring company are affiliated legal persons of the company according to item (IV) of 6.3.3 of the stock listing rules of Shenzhen Stock Exchange.
This transaction has been deliberated and approved at the 18th meeting of the seventh board of directors of the company, and the related directors Mr. Li Dongsheng, Ms. Du Juan and Mr. Liao Qian avoided voting. Independent directors have made prior recognition and expressed independent opinions. This connected transaction shall be submitted to the general meeting of shareholders of the company for deliberation. When the general meeting of shareholders deliberates this proposal, the connected shareholders shall avoid voting.
2、 Basic information of related parties
The company, its holding subsidiaries and suppliers intend to carry out accounts receivable factoring and financing business with the following related party enterprises. The basic information of related parties is as follows:
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.
Association with the company: due to the fact that Mr. Li Dongsheng is the chairman of 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.
Whether it is a dishonest executee: TCL industrial is in good financial condition and operation, and can comply with the contract
Registered address: 2102e, main tower of shipping center, No. 59, Linhai Avenue, Nanshan street, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen
Date of establishment: May 18, 2015
Legal representative: Xiao Lihua
Registered capital: RMB 500 million
Business scope: general business items are: guaranteed payment agency (non bank financing); Consulting services related to commercial factoring; Entrusted asset management (excluding finance, insurance, securities, futures and other restricted items); Investment in industry (specific projects will be reported separately); Investment management and investment consulting (if it needs to be approved according to laws, administrative regulations, decisions of the State Council and other regulations, it can be operated only after obtaining relevant approval documents according to law); Equity investment; Enterprise management consulting; Economic information consultation, supply chain management; China's trade and import and export business (excluding franchised, specially controlled and franchised commodities). (except for the above items prohibited by laws, administrative regulations and decisions of the State Council, the restricted items can be operated only after obtaining permission)
Main financial data and operation: TCL factoring is in good condition. In 2021, the company achieved operating income of 145 million yuan, net profit of 04 million yuan and total assets of 2.514 billion yuan at the end of the period.
Major shareholders: TCL financial leasing (Zhuhai) Co., Ltd. holds 100% of the shares.
Association with the company: as of the disclosure date of this announcement, TCL financial leasing (Zhuhai) Co., Ltd. is a domestic holding subsidiary of TCL industry. Due to Mr. Li Dongsheng serving as the chairman of the company and TCL industry, TCL factoring is an associated legal person of the company in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange.
As of the disclosure date of this announcement, TCL factoring is not a dishonest executee.
3. Company name: TCL Finance (Hong Kong) Co. Limited
Registered address: room f, 23rd floor, phase 2, Jingrui Plaza, 1 on Qun street, Shatin, New Territories, Hong Kong
Date of establishment: October 26, 2016
Legal representative: None
Registered capital: USD 73 million
Main financial data and operation: TCL Finance (Hong Kong) Co. Limited is in good operation.
In 2021, the net profit was HK $15 million and the total assets at the end of the period was HK $2333 million.. Major shareholders: TCL Industries Holdings (H.K.) limted holds 80% and tcltechnology investments limited holds 20%.
As the chairman of the board of directors and other reasons, tclfinance (Hong Kong) Co. Limited is the affiliated legal person of the company according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange.
As of the disclosure date of this announcement, TCL Finance (Hong Kong) Co. Limited is not a dishonest executee.
4. Company name: Jianhui information technology (Guangzhou) Co., Ltd. (hereinafter referred to as "Jianhui") registered address: room 048, self-made on the first floor, No. 2429, Xingang East Road, Haizhu District, Guangzhou
Date of establishment: June 15, 2017
Legal representative: Tong zeheng
Registered capital: RMB 330 million
Main financial data and operation: simple exchange is in good operation. In 2021, the net profit was RMB 02 million and the total assets at the end of the period was RMB 284 million.
Major shareholders: TCL Financial Services Holdings (Guangzhou) Group Co., Ltd. holds 75% and Ningbo lingzhuo Lianhe equity investment management partnership (limited partnership) holds 25%.
As of the date of disclosure, Mr. Li Dongsheng, a subsidiary of TCL group, and other related companies of TCL group were listed in the Shenzhen stock exchange because of the shareholding relationship between TCL group and TCL group.
As of the disclosure date of this announcement, simple exchange is not a dishonest person.
3、 Basic information of related party transactions
(I) subject matter of factoring business: part of the accounts receivable of the company and its holding subsidiaries in daily business activities, and part of the accounts payable to suppliers of the company and its holding subsidiaries in daily business activities.
(II) business term: the term of validity of the factoring financing business line is one year from the date when this item is deliberated and approved by the general meeting of shareholders or until the date when similar factoring business is deliberated and approved by the next general meeting of shareholders of the company. The specific term of each factoring business shall be subject to the term agreed in the single factoring contract.
(III) factoring financing limit: the total factoring financing limit (recyclable limit) shall not exceed RMB 3.5 billion, and the limit can be recycled.
(IV) factoring method: the factoring method of accounts receivable creditor's rights without recourse and the factoring method of accounts receivable creditor's rights with recourse shall be subject to the factoring business contract and other relevant legal documents.
(V) factoring financing interest: determined by both parties through negotiation according to the market rate level, which is not higher than the market average level.
4、 Pricing policy and basis of related party transactions
The pricing of related party transactions shall follow the principles of fairness, impartiality and openness. Specifically, according to the contract signed between the company and the corresponding company, the interest rate and handling rate shall be determined through consultation with reference to the average market price level.
5、 Purpose of related party transactions and its impact on Listed Companies
The accounts receivable factoring business directly carried out by the company and its holding subsidiaries is conducive to expanding the company's financing channels and effectively revitalizing the company's assets.
The supplier's factoring financing business to TCL industries and other companies based on the creditor's rights of accounts receivable of the company and its holding subsidiaries is based on the supplier's own needs and independent decision-making, and carries out business in strict accordance with the market-oriented competition mechanism. This business is conducive to solving the fund gap of suppliers and ensuring the production and delivery of the company and its holding subsidiaries, which will not have a significant impact on the daily operation of the company and the independence of the company's business, and its risk is controllable.
6、 Main responsibilities and description
The company directly carries out non recourse factoring of accounts receivable. If the accounts receivable cannot be paid or cannot be paid in full due to the credit problems of the accounts receivable debtor, the transferee of accounts receivable creditor's rights has no right to recourse to the company and its holding subsidiaries.
If the supplier carries out factoring financing business to TCL industry and other companies based on the creditor's rights of accounts receivable of the company and its holding subsidiaries, after receiving the creditor's rights of accounts receivable of the supplier to the company and its holding subsidiaries, the company and its holding subsidiaries directly perform the factoring business to the transferee without performing to the supplier.
7、 Authorization matters
In order to improve the decision-making efficiency of the company, the general meeting of shareholders is proposed to authorize the CEO or CFO of the company or other authorized signatories to organize the implementation within the total factoring financing limit, including but not limited to signing relevant contracts, agreements and other documents.
8、 Prior approval and independent opinions of independent directors
The independent directors of the company have previously recognized the company's development of accounts receivable factoring business and related party transactions, and expressed independent opinions on the company's development of accounts receivable factoring business and related party transactions: the purpose of the company's timely development of accounts receivable factoring business is to shorten the return time of accounts receivable, accelerate capital turnover, improve capital use efficiency and reduce the management cost of accounts receivable, Improve the asset liability structure and operating cash flow, and there is no situation that damages the interests of the company or minority shareholders. Agree to submit the proposal to the general meeting of shareholders for deliberation.
9、 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.
10、 Documents for future reference 1. Announcement of the resolution 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
