Securities code: 300368 securities abbreviation: Hebei Huijin Group Co.Ltd(300368) Announcement No.: 2021-005 Hebei Huijin Group Co.Ltd(300368)
Announcement on the termination of entrusted operation and management of Shenzhen Huarong construction investment commercial factoring 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) “) held 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 Shenzhen Huarong construction investment commercial factoring 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: I. overview of related party transactions
1. On June 24, 2019, Hebei Huijin Group Co.Ltd(300368) held the 34th meeting of the third board of directors and the 30th meeting of the third board of supervisors, deliberated and adopted the proposal on the entrusted operation and management of Shenzhen Huarong construction investment commercial factoring Co., Ltd. and related party transactions by 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 Huarong Asia Financial Holding Co., Ltd. (hereinafter referred to as “the entrusting party”) shareholders of Shenzhen Huarong construction investment commercial factoring Co., Ltd. (hereinafter referred to as “Huarong construction investment”), Shijiazhuang Huijin Supply Chain Management Co., Ltd. is entrusted to exercise all shareholders’ rights of Huarong construction investment (Handan Zhaotong Supply Chain Management Co., Ltd. holds 60% equity of Huarong construction investment and Huarong Asia Financial Holding Co., Ltd. holds 40% equity of Huarong construction investment), and is fully responsible for the business, operation and management of Huarong construction investment.
For details, please refer to the announcement on the entrusted operation and management of Shenzhen Huarong construction investment commercial factoring Co., Ltd. and related party transactions of the holding subsidiary Shijiazhuang Huijin Supply Chain Management Co., Ltd. published on cninfo.com on June 25, 2019. (Announcement No.: 2019-099).
2. After negotiation between the company and relevant shareholders of Huarong construction investment, each party intends to sign the agreement on termination of entrusted operation and management to remove the entrusted operation and management of Huarong construction investment.
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.
）
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: Shenzhen Huarong construction investment commercial factoring Co., Ltd
2. Date of establishment: October 10, 2017
3. Registered address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen
4. Registered capital: USD 20 million
5. Legal representative: Xing Haiping
6. Nature of enterprise: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China)
7. Business scope: general business items include: trade financing, sales ledger management, customer credit investigation and evaluation, accounts receivable management and collection, and credit risk guarantee services; Business information consultation and financial information consultation (the above items do not include restricted items); Supply chain management and related supporting services; Wholesale and retail of electronic products (not involving special administrative measures for foreign investment access), import and export related supporting businesses (commodities involving state-owned trade, quotas, licenses and special management regulations shall be operated after application in accordance with relevant national regulations). 8. Ownership structure:
Name of shareholder subscribed capital contribution shareholding ratio
Handan Zhaotong Supply Chain Management Co., Ltd. $12 million 60.00%
company
Huarong Asia Financial Holding Co., Ltd. $8 million 40.00%
Total USD 20 million 100.00%
9. Introduction to the operation of Huarong construction investment
Shenzhen Huarong construction investment commercial factoring Co., Ltd. is an upstream and downstream industrial chain based on high-quality core enterprises such as the government and its subordinate units (including schools and hospitals), central enterprises, the world’s top 500, industry leading enterprises in subdivided industries, and high-quality listed companies. It provides industrial factoring services for the above-mentioned high-quality enterprises, mainly including trade financing, accounts receivable management, credit investigation Bad debt guarantee, etc.
As of December 31, 2020, the total assets of Huarong Construction Investment Co., Ltd. were 825778300 yuan, the total liabilities were 740528200 yuan, and the net assets were 85.25001 million yuan. In 2020, the operating revenue was 57.4649 million yuan and the net profit was 942200 yuan.
As of September 30, 2021, the total assets of Huarong construction investment were 933.7313 million yuan, the total liabilities were 848.254 million yuan, and the net assets were 85.4773 million yuan. From January to September 2021, the operating revenue was 85.9287 million yuan and the net profit was 227300 yuan.
4、 Main contents of entrusted management agreement
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: Huarong Asia Financial Holding Co., Ltd
Address: room 1503, 15 / F, Baoheng commercial center, 50 Wenxian East Street, Sheung Wan, 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., Huarong Asia Financial Holding 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 Shenzhen Huarong factoring Co., Ltd. held by Party A to Party B for operation and management. Since Party B officially takes over the entrusted enterprise, the custody 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 Huarong factoring company.
Article 2 from July 1, 2019 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
Any dispute arising from or in connection with this Agreement shall be settled by both parties through friendly negotiation. If the negotiation fails, a lawsuit shall be brought to the people’s court with jurisdiction in the place where Party A 1 is located. The breaching party shall bear all losses caused by the non breaching party’s handling of disputes under this agreement, such as arbitration fees, lawyer fees, travel expenses and so on.
Article 8 other agreements
This Agreement shall come into force from the date of signature and seal by both parties. This agreement is made in sextuplicate, with each party holding three copies, all of which have the same legal effect.
5、 Reasons for termination of entrusted operation and its impact on Listed Companies
According to the negotiation and communication between Handan Zhaotong Supply Chain Management Co., Ltd., Huarong Asia Financial Holding Co., Ltd. and Shijiazhuang Huijin Supply Chain Management Co., Ltd., the holding subsidiary of the company, it plans to take Huarong construction investment back for self-management and no longer entrust Shijiazhuang Huijin Supply Chain Management Co., Ltd. for operation and management.
The termination of entrusted operation will not affect the scope of the company’s consolidated statements and will not affect the company’s
