Securities code: 300368 securities abbreviation: Hebei Huijin Group Co.Ltd(300368) Announcement No.: 2022-006 Hebei Huijin Group Co.Ltd(300368)
Announcement on the termination of entrusted operation and management of Zhenghong Financial Leasing Co., Ltd. and related party transactions by Shijiazhuang Huijin Supply Chain Management Co., Ltd., a holding subsidiary
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.
Hebei Huijin Group Co.Ltd(300368) (hereinafter referred to as “the company” or ” Hebei Huijin Group Co.Ltd(300368) “) convened the 21st Meeting of the 4th board of directors and the 19th meeting of the 4th board of supervisors on January 19, 2022, deliberated and adopted the proposal on terminating the entrusted operation and management of Zhenghong Financial Leasing Co., Ltd. and related party transactions of Shijiazhuang Huijin Supply Chain Management Co., Ltd., a holding subsidiary, The relevant matters are hereby announced as follows:
1、 Overview of related party transactions
1. On April 24, 2020, Hebei Huijin Group Co.Ltd(300368) held the 7th Meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors, deliberated and adopted the proposal on the entrusted operation and management of Zhenghong Financial Leasing Co., Ltd. and related party transactions of the holding subsidiary Shijiazhuang Huijin Supply Chain Management Co., Ltd, Shijiazhuang Huijin Supply Chain Management Co., Ltd. (hereinafter referred to as “Huijin supply chain”), a holding subsidiary of Hebei Huijin Group Co.Ltd(300368) , signed the entrusted operation and management agreement with Handan Zhaotong Supply Chain Management Co., Ltd. and Hong Kong Xinhong Trading Co., Ltd. (hereinafter referred to as “the entrusting party”) shareholders of Zhenghong Finance Leasing Co., Ltd. (hereinafter referred to as “Zhenghong finance”), Shijiazhuang Huijin Supply Chain Management Co., Ltd. is entrusted to exercise all shareholders’ rights of Zhenghong financing (Handan Zhaotong Supply Chain Management Co., Ltd. holds 75% equity of Zhenghong financing and Hong Kong Xinhong Trade Co., Ltd. holds 25% equity of Zhenghong financing), and is fully responsible for the business, operation and management of Zhenghong financing.
For details, please refer to the announcement on the entrusted operation and management of Zhenghong Financial Leasing Co., Ltd. and related party transactions of the holding subsidiary Shijiazhuang Huijin Supply Chain Management Co., Ltd. published on cninfo.com on April 24, 2020. (Announcement No.: 2020-050).
2. After negotiation between the company and relevant shareholders of Zhenghong financing, each party intends to sign the agreement on termination of entrusted operation and management to remove the company’s entrusted operation and management of Zhenghong financing.
3. According to the recognition criteria of related parties in the GEM Listing Rules of Shenzhen Stock Exchange, Handan Construction Investment Group Co., Ltd. currently holds 153881000 shares of the company, accounting for 28.93% of the total share capital of the company, and is the controlling shareholder of the company. Handan Zhaotong Supply Chain Management Co., Ltd. is a holding subsidiary of Handan Construction Investment Group Co., Ltd. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, this transaction constitutes a connected transaction.
4. The above related party transactions have been deliberated and adopted at the 21st Meeting of the Fourth Board of directors of the company. The related directors Mr. Cui Zhongmin, Mr. Yang Zhenxian and Mr. Guo Junkai avoided voting, and the independent directors expressed their prior approval opinions and independent opinions on the above related party transactions.
According to relevant regulations, this related party transaction needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation, and the related parties interested in the related party transaction will give up their voting rights on the proposal at the general meeting of shareholders. 5. This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to related parties
1. Enterprise name: Handan Zhaotong Supply Chain Management Co., Ltd
2. Company type: other limited liability companies
3. Unified social credit Code: 911304217343539y
4. Date of establishment: December 3, 2001
5. Business term: December 3, 2001 to December 2, 2031
6. Company address: Room 401, block a, Beiyang science and technology building, No. 11, Wenming Road, Handan Economic Development Zone, Hebei Province
7. Legal representative: Xing Haiping
8. Registered capital: 50 million yuan
9. Business scope: supply chain management services; Information pipe network, network construction and maintenance; Computer application system development; Economic information technology consulting services; Sales of computer and network equipment, communication equipment and accessories (excluding radio transmitting devices and satellite ground receiving equipment); Development and consultation of environmental governance technology; Environmental protection equipment, industrial and mining equipment and accessories, building materials, coal, coke, iron and steel, iron ore, mechanical equipment, electrical equipment, edible Shenzhen Agricultural Products Group Co.Ltd(000061) , metal materials (excluding rare and precious metals), chemical raw materials and products (excluding dangerous chemicals), rubber products, electronic products, hardware and electricity, iron concentrate powder, auto and motorcycle accessories, metal products, clothing, shoes and hats Sales of daily necessities, office supplies, lubricants, chemical fertilizers, textile raw materials and textiles, leather products, food (operating with food business license), feed and feed raw materials; Self owned house lease; Trade agency services; Trade advisory services; Entrepreneurship consulting services; Design, construction and installation of environmental protection engineering; Instrument and meter assembly (limited to branch operations) (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
10. Ownership structure:
Name of shareholder contribution (10000 yuan) shareholding ratio
Handan Construction Investment Group Co., Ltd. 3500 70%
department
Hebei Panlong Logistics Co., Ltd. 1500 30%
Total 5000 100%
11. Basic financial position:
Financial index (January December 2020) amount (10000 yuan)
Operating income 12069.47
Net profit -755.35
Financial index (December 31, 2020) amount (10000 yuan)
Net assets 3542.61
Financial index (January September 2021) amount (10000 yuan)
Operating income 10333.06
Net profit -3185.33
Financial index (September 30, 2021) amount (10000 yuan)
Net assets 357.27
(the above financial data of 2020 and January September 2021 have not been audited.
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12. After verification, Handan Zhaotong Supply Chain Management Co., Ltd. is not a dishonest person.
3、 Basic information of the subject matter of related party transactions
1. Company name: Zhenghong Financial Leasing Co., Ltd
2. Date of establishment: December 7, 2018
3. Registered address: room 8455 (b), 4th floor, Jianqing No. 1 office building, No. 24, Seoul Road, Qianwan bonded port area, Qingdao area, China (Shandong) pilot Free Trade Zone
4. Registered capital: 300 million yuan
5. Legal representative: Ma Zhenhua
6. Nature of enterprise: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China)
7. Unified social credit Code: 91370220ma3nqw4q00
8. Business scope: general items: mechanical equipment leasing; Medical equipment leasing; Wholesale of class I medical devices; Wholesale of class II medical devices; Retail of class I medical devices; Retail of class II medical devices; Sales of sanitary supplies and disposable medical supplies; Sales of special labor protection articles; Wholesale of protective articles for medical staff; Retail of protective articles for medical staff; Wholesale of medical masks; Retail of medical masks; Disinfectant sales; Wholesale of other chemical products; China trade agency; Import and export of goods; Technology import and export; Internet of things services; Software development; Health consulting services (excluding diagnosis and treatment services); Environmental protection consulting services; Information consulting services (excluding licensed information consulting services); Socio economic advisory services; General equipment repair; Repair of special equipment; (except for the projects subject to approval according to law, carry out business activities independently according to law with the business license) licensed projects: financial leasing business; Commercial factoring; Class III medical device business; Medical device Internet information service; Sales of class II and III radiation devices; Sales of class I radioactive sources; Sales of class I radiation devices (for items subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business items shall be subject to the approval results)
9. Ownership structure:
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio
Handan Zhaotong Supply Chain Management Co., Ltd. 22500 75.00%
company
Hong Kong Xinhong Trading Co., Ltd. 7500 25.00%
Total 30000 100.00%
10. Introduction to the operation of Zhenghong financing
Zhenghong Financial Leasing Co., Ltd. is a Sino foreign joint venture financial leasing company registered in Qingdao free trade port on December 7, 2018. Adhering to the business philosophy of “standardized business, controllable risk, innovation, pragmatism and sustainable development”, the company makes full use of the company’s information and resource advantages in production equipment, medical equipment, energy conservation and environmental protection, cultural industry and other industries, Committed to providing excellent personalized financial leasing services for equipment demanders, the industry-leading financial leasing company with its own distinctive characteristics provides all-round and whole process financial leasing services for partners and customers, so as to achieve win-win cooperation and common development.
As of December 31, 2020, the total assets of Zhenghong financing were 147595500 yuan, the total liabilities were 6647400 yuan, and the net assets were 140948100 yuan. In 2020, the operating revenue was 10.8459 million yuan and the net profit was 5.8001 million yuan.
As of September 30, 2021, the total assets of Zhenghong financing were 145.8302 million yuan, the total liabilities were 6.3228 million yuan, and the net assets were 139.5074 million yuan. From January to September 2021, the operating revenue was 5.9626 million yuan and the net profit was 3.5404 million yuan.
4、 Main contents of the agreement on termination of entrusted operation and management
Party A 1: Handan Zhaotong Supply Chain Management Co., Ltd
Address: Room 401, block a, Beiyang science and technology building, No. 11, Wenming Road, economic development zone, Handan City, Hebei Province
Party A 2: Hong Kong Xinhong Trading Co., Ltd
Address: room 1612, 16th floor, Dingfeng center, 11 Cheung Yue Street, Cheung Sha Wan, Kowloon, Hong Kong
Party B: Shijiazhuang Huijin Supply Chain Management Co., Ltd
Address: room 213, building 5, No. 209, Xiangjiang Road, high tech Zone, Shijiazhuang
(unless otherwise specified in this agreement, Party A 1 and Party A 2 above are collectively referred to as “party a”) Party A and Party B signed the entrusted operation and management agreement of Handan Zhaotong Supply Chain Management Co., Ltd., Hong Kong Xinhong Trade Co., Ltd. and Shijiazhuang Huijin Supply Chain Management Co., Ltd. (hereinafter referred to as “entrusted operation and management agreement”) or “Original agreement”), the original agreement stipulates that Party A entrusts 100% of the equity of Zhenghong Financial Leasing Co., Ltd. held by Party A to Party B for operation and management. Since Party B officially takes over the entrusted enterprise, the trusteeship period is 36 months. Now, through consultation between Party A and Party B, according to the provisions of relevant laws and regulations, Party A and Party B are based on the principles of equality, voluntariness, mutual understanding and mutual accommodation, Both parties have reached the following terms on matters related to the early termination of the agreement, which both parties shall abide by:
Article 1 the original entrusted operation and management agreement shall be terminated after deliberation by both parties through legal procedures. From the date of termination, Party B shall stop the custody operation of Zhenghong Financial Leasing Co., Ltd.
Article 2 from May 1, 2020 to the effective date of termination of custody operation, Party A shall pay the custody fee to Party B in accordance with the original entrusted operation and management agreement.
Article 3 after the signing of this agreement, both parties shall handle the handover procedures in time according to the work needs.
Article 4 both parties shall complete the payment and settlement in time according to the agreement, and Party B shall provide Party A with value-added tax invoices, and the tax expenses shall be borne by Party B.
Article 5 after the completion of payment and settlement by both parties, all creditor’s rights and debts (including but not limited to price, overdue fine, liquidated damages, compensation and other creditor’s rights and debts) arising from the duration of the original agreement and the early termination of this Agreement have been settled, and both parties shall not be liable to each other.
Article 6 liability for breach of contract
1. Party A and Party B shall jointly abide by this agreement. If either party violates the agreement, it shall bear the corresponding compensation liability according to law.
2. From the date of signing this agreement, Party B shall not bring arbitration, litigation, appeal or petition for any matter arising from the duration of the agreement and the early termination of the original agreement (including but not limited to price, overdue fine, liquidated damages, compensation and other creditor’s rights and debts).
Article 7 dispute resolution
