Securities code: 000727 securities abbreviation: Tpv Technology Co.Ltd(000727) Announcement No.: 2022-004
Announcement on signing the comprehensive financial cooperation agreement and related party transactions with China Electronic 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 and misleading statements
Or material omission.
1、 Overview of related party transactions
1. On January 9, 2019, the second interim meeting of the ninth board of directors of the company considered and approved the agreement on cooperation with related parties
China Electronics Finance Co., Ltd. (hereinafter referred to as “CLP finance”) signed the financial service agreement and obtained
The first extraordinary general meeting of shareholders of the company in 2019 held on January 28, 2019 reviewed and approved the agreement, which is valid for three years, including deposit balance of no more than RMB 2.2 billion, comprehensive credit line of no more than RMB 2.4 billion, loans and notes
The amount of financial services such as discount, foreign exchange settlement and sales and various financial management shall not exceed RMB 12.5 billion (see Announcement No. 2019-006 for details).
Since the company’s major asset restructuring project involves the transfer of equity of relevant subsidiaries such as piezoelectric crystal, touch display and magnetic material industry, as well as the public listing and sale of flat panel display business and cash purchase of 51% shares of Tpv Technology Co.Ltd(000727) Co., Ltd., it has been completed. In order to smoothly connect the original deposit and loan amount in CLP finance, and comprehensively consider the financial status, cash flow status and future business development needs of the new company after integration, the company plans to re sign the comprehensive financial cooperation agreement after negotiation with CLP finance to adjust the deposit balance on the capital settlement date to no more than RMB 500 million, The comprehensive credit line shall not exceed RMB 500 million. The new agreement shall take effect from the date of approval by the general meeting of shareholders of the company and shall be valid for three years.
2. Since the actual controllers of the company and CLP finance are China Electronics Information Industry Group Co., Ltd. (hereinafter referred to as “China Electronics”), according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction, but does not constitute a major asset reorganization.
3. The above matters have been deliberated and adopted at the fourth extraordinary meeting of the 10th board of directors of the company on January 18, 2022,
There were 9 votes, including 5 affirmative votes, 0 negative votes, 0 abstention votes, 4 avoidance votes, and Xu Guofei, a related director, took the lead
Mr. Sheng, Mr. Li Jun, Mr. Sun Jie and Mr. Xu Guozhong withdrew from voting. The independent directors of the company are responsible for the related party transactions
4. The related party transaction must be approved by the general meeting of shareholders of the company. The related shareholders interested in the related party transaction, Nanjing Zhongdian panda Information Industry Group Co., Ltd. and Nanjing Huadong Electronics Group Co., Ltd., will withdraw from voting at the general meeting of shareholders.
2、 Introduction to related parties
(I) basic information
1. Name of related party: China Electronic Finance Co., Ltd
2. Nature of enterprise: limited liability company
3. Registered address: 20th and 21st floors, building a 1, No. 66 Beijing Centergate Technologies (Holding) Co.Ltd(000931) East Road, Haidian District, Beijing
4. Legal representative: Zheng Bo
5. Registered capital: 1750943000 yuan
6. Date of establishment: April 21, 1988
7. 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; 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; Issue financial corporate bonds upon approval; Underwriting corporate bonds of member units; Portfolio investment.
8. Actual controller: China Electronic Information Industry Group Co., Ltd
9. Major shareholders: China Electronics Information Industry Group Co., Ltd. holds 61.3835%, Nanjing CLP panda Information Industry Group Co., Ltd. holds 25.1293%, Wuhan Zhongyuan Electronics Group Co., Ltd. holds 5.7112%, China Electronics Import and Export Co., Ltd. holds 4.9606%, and CLP Smart Card Co., Ltd. holds 2.1451%, China CLP International Information Service Co., Ltd. holds 0.6703%.
10. Capital adequacy ratio: as of September 30, 2021, the capital adequacy ratio is 12.28%, which is in line with the provisions of the measures for the administration of financial companies of enterprise groups that shall not be less than 10%.
11. Situation of dishonest Executees: according to the company’s query on the directory of dishonest Executees on the website of the Supreme People’s court, CLP finance is not a dishonest executee.
(II) historical evolution
CLP finance, formerly known as China Information Trust and Investment Corporation, was approved by the people’s Bank of China on March 15, 1988. It is an enterprise directly under the Ministry of industry. Its business is led, managed, supervised, coordinated and audited by the people’s Bank of China and the State Administration of foreign exchange. On November 6, 2000, with the approval of the people’s Bank of China, it was reorganized into an enterprise group finance company and renamed China Electronic Finance Co., Ltd. It began formal operation in 2001 and obtained the financial institution legal person license. (III) financial status (unit: RMB 10000)
December 31, 2020 September 30, 2021
/2020 (audited) / January September 2021 (Unaudited)
Total assets 6696701.43 6031159.84
Total liabilities 6363185.68 5689738.13
Net assets 333515.75 341421.71
Operating income 61271.33 43064.95
Operating profit 46691.33 37917.78
Net profit 35763.98 27189.82
Net cash flow from operating activities -328175.40 -788010.36
(IV) relationship with the company
Controlled by the same actual controller.
3、 Main contents of comprehensive financial cooperation agreement
(I) service content
1. CLP finance handles capital settlement business for the company (the “company” mentioned in the agreement includes the company and its controlled subsidiaries) and assists the company in realizing the smooth collection and payment of transaction funds, including but not limited to the following settlement business types: collection and payment of transaction funds, foreign exchange settlement and sales, taking deposits and handling time deposits, call deposits Agreement deposit, etc.
2. CLP finance provides credit financing to the company in accordance with the credit rules to promote the stable development of the company’s production and operation. The scope of use of the credit line under this agreement includes but is not limited to the following types of credit financing: local and foreign currency loans, external guarantees, financial leasing, acceptance and discount of commercial acceptance bills, factoring of accounts receivable, letter of guarantee, etc.
3. CLP finance provides the company with other financial services such as fund management, discount of bank acceptance bills, entrusted agency, issuance of fund certificates, loan commitments, general planning consulting and special financial consulting.
(II) contract amount
After comprehensive consideration of the company’s financial status, cash flow status, business development needs and other actual conditions of relevant enterprises, CLP finance plans to give the company the following comprehensive credit line in the next three years. Within the term of the line, the line can be recycled, but the total balance of various credit varieties within the line shall not exceed the amount of the comprehensive credit line. The specific credit line and the upper limit of capital settlement balance are as follows:
Upper limit (RMB)
1. The balance of capital settlement is 500 million yuan
2. The comprehensive credit line is 500 million yuan
(III) pricing policy and basis
1. For the company’s balance funds in CLP finance, CLP finance guarantees to pay in full and in time in accordance with the company’s instructions, and calculate and pay deposit interest at a deposit interest rate not lower than that of domestic commercial banks in the same period.
2. For the financing obtained by the company from CLP finance, CLP finance calculates and collects loan interest at a loan interest rate not higher than that of the same type of domestic commercial banks in the same period.
3. If the company needs CLP finance to provide guarantee due to its application for credit financing from a third party, the guarantee fee standard charged by CLP finance shall not be higher than that charged by domestic commercial banks for external guarantee in the same period.
4. CLP finance provides the company with fund management, principal-agent, letter of guarantee, capital certificate, loan commitment and other financial services, and the fee standard charged is not higher than that charged by domestic commercial banks in the same period.
5. CLP finance is exempted from the fund transfer fee for the company’s fund settlement in CLP finance, the fee for the confirmation letter issued by CLP finance for the company, and the fee for general planning and consulting services provided by CLP finance for the company, except for special financial consulting projects.
6. CLP finance makes full use of the advantages of financial resources and financial expertise to provide financial consulting and organize underwriting special services for the company’s successful issuance of corporate bonds and medium-term notes. The fee standard charged by CLP finance for such special financial consulting services is not higher than that charged by domestic financial institutions in the same period.
7. Before using CLP financial services, the company has the right to confirm whether the cooperation terms provided by CLP financial are superior or not inferior to the financial services provided by independent third parties by understanding the market conditions. If the cooperation terms provided by CLP finance are not superior or inferior to the financial services provided by an independent third party, the company has the right to choose the financial services provided by a third party without using the cooperation terms provided by CLP finance under any circumstances, and does not need to compensate any loss of CLP finance.
(IV) effective conditions of the contract
1. Approved by the general meeting of shareholders of the company.
2. Signed by legal representatives or legally authorized representatives of both parties to the transaction.
(V) term of validity: three years.
(VI) risk control measures
1. CLP financial guarantees to operate in strict accordance with the risk monitoring indicators of financial companies issued by the China Banking and Insurance Regulatory Commission, and the main regulatory indicators such as asset liability ratio and liquidity ratio shall comply with the provisions of Article 34 of the measures for the administration of financial companies of enterprise groups and the requirements of the China Banking and Insurance Regulatory Commission; In case of major institutional changes, equity transactions or business risks that may affect the normal operation of CLP finance, the company shall be notified in time, and the company has the right to suspend and terminate the service of CLP finance. When CLP finance withdraws deposits, fails to pay due debts, overdue large loans or guaranteed advances, serious failure of computer system, robbery or fraud, directors or senior managers are involved in serious disciplinary violations, criminal cases and other major matters, it shall immediately notify the company and take emergency measures.
2. Article 20 of the articles of association of CLP finance stipulates that China Electronics Information Industry Group Co., Ltd., the major shareholder of CLP finance, promises to increase the corresponding capital according to the actual needs of solving the payment difficulties in case of an emergency of CLP finance.
4、 Transaction purpose and impact on the company
As a non bank financial institution approved by Bank Of China Limited(601988) Industry Regulatory Commission, CLP finance has various qualifications to provide financial services for enterprise group member units, and all indicators meet the provisions of the measures for the administration of enterprise group financial companies. When CLP finance handles deposit, credit, settlement and other financial services for the company, both parties 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 internal financial service platform provided by CLP finance, Ensure long-term access to preferential deposit interest rates and stable and reliable sources of funds, improve comprehensive economic benefits, and provide stable and reliable financial support and smooth financing channels for the long-term development of the company.
5、 Risk control of the company
(I) risk assessment
In order to reduce the risk of this connected transaction, the company entrusted Lixin certified public accountants to conduct a risk assessment on CLP finance, which issued the risk assessment report on China Electronic Finance Co., Ltd. (xksb Zi [2021] No. zg214820): China Electronic Finance Co., Ltd. operates in strict accordance with the measures for financial management of enterprise groups issued by the CBRC, Good business performance. According to our understanding and evaluation of risk management, we have not found any major defects in the risk control system of capital, credit, intermediary business, investment, audit and information management related to the financial statements of China Electronic Finance Co., Ltd. as of September 30, 2021.
(II) measures to ensure fund security and flexible dispatching
In order to effectively prevent, timely control and resolve the capital risk of the company’s deposit in CLP finance and ensure the safety and liquidity of funds, the company has formulated the emergency response plan for the risk of deposit business between the company and China Electronic Finance Co., Ltd. By establishing a leading group for deposit risk prevention and disposal, establishing a deposit risk reporting system, timely obtaining the regular financial report of CLP finance, analyzing and Issuing the deposit risk assessment report, and timely reporting to the board of directors. In case of heavy
