Securities abbreviation: Chongqing Changan Automobile Company Limited(000625) (Chang'an b) securities code: Chongqing Changan Automobile Company Limited(000625) (200625) Announcement No.: 202233 Chongqing Changan Automobile Company Limited(000625)
On the provision of financial services for the company by Ordnance Equipment Group Finance Co., Ltd
Announcement of related party transactions
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.
Chongqing Changan Automobile Company Limited(000625) (hereinafter referred to as "the company") has held the 40th meeting of the 8th board of directors on May 20, 2022, deliberated and adopted the proposal on signing the financial service agreement with Ordnance Equipment Group Finance Co., Ltd. The specific contents are hereby announced as follows:
1、 Overview of related party transactions
1. In order to save transaction costs and expenses and further improve the efficiency of capital use, the company plans to carry out relevant business cooperation with Ordnance Equipment Group Finance Co., Ltd. (hereinafter referred to as "finance company") and sign the financial service agreement. The finance company will provide the company with settlement services, deposit services with a maximum daily deposit balance of no more than 20 billion yuan, credit with a maximum total credit of 12 billion yuan and related credit services Auto financial services and other financial services with a maximum total credit of 20 billion yuan. The financial services agreement shall be valid for one year from the date of approval by the general meeting of shareholders. If both parties fail to sign a new financial service agreement upon expiration, this agreement will automatically continue for one year.
2. Description of related party relationship: according to the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a related party transaction between the company and the related legal person controlled by the same ultimate holding company China Ordnance Equipment Group Co., Ltd. (hereinafter referred to as "Ordnance Group"), and this transaction constitutes a related party transaction.
3. The company held the 40th meeting of the 8th board of directors on May 20, 2022, and deliberated and adopted the proposal on signing the financial service agreement with Ordnance Equipment Group Finance Co., Ltd. Related directors Mr. Zhu Huarong, Mr. Zhang Bo, Mr. Liu Gang, Mr. Ye Wenhua, Mr. Zhou Kaiquan and Mr. Zhang Deyong avoided voting on the proposal, and the other 9 directors attending the meeting unanimously agreed to the proposal. The independent directors approved the related party transactions in advance and expressed independent opinions.
4. This transaction is subject to the approval of the general meeting of shareholders, and the related parties interested in the related party transaction will withdraw from voting.
5. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, does not constitute a reorganization and listing, and does not need to be approved by relevant departments.
2、 Basic information of related parties
1. Enterprise name: Ordnance Equipment Group Finance Co., Ltd
2. Registered address: 5 / F, No. 3 scientific research office building, No. 10 Institute, Lane ditch, Haidian District, Beijing
3. Enterprise type: other limited liability companies
4. Legal representative: Cui Yunjiang
6. Tax registration certificate No.: 91110 Berry Genomics Co.Ltd(000710) 9336571
7. Main business: 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; Loans between members and entrusted investment 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; Issue financial corporate bonds upon approval; Underwriting corporate bonds of member units; Equity investment in financial institutions; Securities investment; Consumer credit, buyer's credit and financial leasing of products of member units.
8. Major shareholder: China Ordnance Equipment Group Co., Ltd. contributed RMB 694.56 million, accounting for 22.90% of the registered capital; Nanfang Industrial Asset Management Co., Ltd. contributed 685.46 million yuan, accounting for 22.60% of the registered capital; China Chongqing Changan Automobile Company Limited(000625) Group Co., Ltd. contributed 402.49 million yuan, accounting for 13.27% of the registered capital.
9. Actual controller: China Ordnance Equipment Group Co., Ltd
10. History: the finance company was established in October 2005. As a platform for the integration of industry and finance of the Ordnance Group, it aims to provide financial management services for the internal member units of the Ordnance Group, so as to strengthen the centralized management of funds and improve the efficiency of fund use. The finance company has successively completed three capital increases, with 30 shareholder units and a registered capital of 3.033 billion yuan.
11. Development of main businesses in recent three years: in recent three years, the financial company has continuously done large-scale and lean management, continuously improved its value creation ability, continuously improved its corporate finance, auto finance and supply chain financial service system, and has the ability to provide integrated financial services for the upstream, middle and downstream of the industrial chain.
12. Financial overview of the latest year: as of December 31, 2021, the audited financial company had total consolidated assets of 78.238 billion yuan and net assets of 8.505 billion yuan. From January to December 2021, it realized operating revenue of 1.155 billion yuan and net profit of 783 million yuan.
13. Related relationship with listed companies: the financial company is the holding subsidiary of China Ordnance Equipment Group Co., Ltd., the actual controller of the company, and forms a related party relationship controlled by the same actual controller with the company. 14. After inquiry, the financial company is not the person who is dishonest.
3、 Basic information of related party transactions
The finance company provides the company with settlement services, deposit services with a maximum daily deposit balance of no more than 20 billion yuan, credit and related credit services with a maximum total credit of 12 billion yuan, auto finance services with a maximum total credit of 20 billion yuan and other financial services. The financial services agreement shall be valid for one year from the date of approval by the general meeting of shareholders. If both parties fail to sign a new financial service agreement upon expiration, this agreement will automatically continue for one year.
4、 Pricing policy and basis of related party transactions
The service price shall follow the principle of fairness and reasonableness, and the price of financial services shall be determined according to the standard not higher than the market fair price or the standard specified by the state.
5、 Main contents of related party transaction agreement
(I) settlement services
1. Ordnance finance provides payment services, collection services and other auxiliary services related to settlement business for the company according to the instructions of the company;
2. Ordnance finance provides the above settlement services for the company free of charge;
3. Ordnance finance shall ensure the safe operation of capital settlement network, ensure capital security and meet the payment needs of the company.
(II) deposit service
1. The company opens a deposit account in the military finance department, and deposits the funds into the deposit account opened in the military finance department based on the principle of free access. The deposit forms can be current deposit, time deposit, notice deposit, agreement deposit, etc; The special funds raised by the company shall not be deposited in the armament finance department;
2. The deposit interest rate of military finance providing deposit services for the company will be determined according to the deposit interest rate of similar deposits in the same period uniformly issued by the people's Bank of China, and will not be lower than the deposit interest rate of the same grade obtained by the company in other Chinese financial institutions in the same period;
3. During the validity of this agreement, the maximum daily deposit balance of the company in military finance shall not be higher than RMB 20 billion in principle;
4. Ordnance finance ensures the safety of the company's deposits and cashes them in full and in time when the company puts forward capital needs.
(III) credit extension and related credit services
1. Within the scope permitted by national laws, regulations and policies, in accordance with the requirements of Bank Of China Limited(601988) Insurance Regulatory Commission and in combination with its own business principles and credit policies, ordnance finance will fully support the demand for RMB funds in the company's business development, design scientific and reasonable financing schemes for the company, and provide comprehensive credit, bill discount and other credit services. The company can use the comprehensive credit line provided by ordnance finance to handle loans For bill acceptance and other types of financial services, ordnance finance will give priority to meeting the needs of the company within its own capital capacity;
2. During the term of this agreement, the maximum total credit granted by ordnance finance to the company is 12 billion yuan; 3. Ordnance finance promises to provide preferential credit interest rates and rates for loans, bill discount, bill acceptance and other credit businesses provided by the company, which are not higher than the same grade credit interest rates and rates obtained by the company in other Chinese financial institutions in the same period;
4. Specific matters related to credit extension and related credit services shall be separately agreed by both parties.
(IV) auto financial services
1. In order to support the sales of the company's brand automobile products and improve the market share, ordnance finance agreed to provide financing services for the company's authorized dealers who meet the credit conditions, as well as personal consumer credit services for the company's brand automobile sales;
2. During the validity period of this agreement, the maximum total credit granted by ordnance finance to the company's brand automobile product franchised dealers is 20 billion yuan, and the dealer financing does not occupy the credit line given by ordnance finance to the company; 3. Specific matters related to auto financial services shall be separately agreed by both parties.
(V) other financial services
1. In addition to the above financial services, ordnance finance will also provide the company with foreign exchange business including foreign exchange settlement and management, entrusted business such as entrusted loan and entrusted investment, consulting and agency business such as financial and Financing Consultant, as well as a package of financial services such as factoring, letter of guarantee, bond underwriting, financial leasing, provision of guarantee and insurance agency within the business scope permitted by laws, regulations and business license; At the same time, ordnance finance will work with the company to explore new service products and new service fields, and actively carry out financial innovation to provide personalized and better services for the company; 2. Before military finance provides other financial services to the company, both parties need to negotiate and enter into an independent agreement;
3. For other financial services provided by ordnance finance to the company, the price of financial services shall be determined according to the principle of fairness and reasonableness and not higher than the market fair price or the standard specified by the state.
The above transactions shall take effect after being approved by the general meeting of shareholders of the company.
6、 Purpose and impact of related party transactions
The financial services provided by ordnance finance for the company are normal non bank financial institutions. The purpose is to save transaction costs and expenses, further improve the use efficiency of funds and reduce financing costs and financing risks. The service price shall follow the principle of fairness and reasonableness, and the price of financial services shall be determined according to the standard not higher than the market fair price or the standard specified by the state. The related party transaction will not damage the interests of the company and non related shareholders.
7、 Accumulated various connected transactions with the connected person
From the beginning of the year to the disclosure date, the company had no other related party transactions with ordnance finance.
8、 Prior approval and independent opinions of independent directors
The independent directors approved such related party transactions before the board of directors and agreed to submit them to the board of directors for discussion. Independent opinions were expressed after the meeting. The independent directors of the company believed that:
The company signed the financial service agreement with Ordnance Equipment Group Finance Co., Ltd. the finance company will provide the company with settlement services, deposit services with a maximum daily deposit balance of no more than 20 billion yuan, credit and related credit services with a maximum total credit of 12 billion yuan, auto finance services with a maximum total credit of 20 billion yuan and other financial services. The purpose of signing the above financial service agreement is to save transaction costs and expenses, further improve the use efficiency of funds and reduce financing costs and financing risks. In addition, the company regularly evaluates the risks of the financial company and formulates an emergency response plan. The related party transaction will not harm the interests of the company and minority shareholders. When the board of directors votes on the above related party transactions, the related directors withdraw and meet the requirements of relevant laws and regulations.
To sum up, we believe that the above-mentioned decision-making procedures of the company's related party transactions are legal, the transaction price is fair, and there is no harm to the interests of other shareholders. We agree to the above related party transactions and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
9、 Directory of documents for future reference
1. Resolutions of the 40th meeting of the 8th board of directors;
2. Prior approval opinions and independent opinions of independent directors;
3. Financial services agreement.
It is hereby announced
Chongqing Changan Automobile Company Limited(000625) board of directors may 21, 2022
