Haitong Securities Company Limited(600837) about Xiamen Xindeco Ltd(000701) and Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd
Signed the guarantee fee agreement for the year 2002
Verification opinions on related party transactions
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) as a sponsor of Xiamen Xindeco Ltd(000701) (hereinafter referred to as “company” and ” Xiamen Xindeco Ltd(000701) “) non-public offering of shares, in accordance with the measures for the administration of securities issuance and listing sponsor business, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant provisions, Prudential verification was conducted on the guarantee fee agreement signed by Xiamen Xindeco Ltd(000701) in 2001 and related party transactions. The specific verification conditions and verification opinions are as follows: 1. Overview of related party transactions
Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. (hereinafter referred to as “ITC holding”) provided joint and several liability guarantee for some financing matters of the company in 2021, which provided strong support for the smooth operation of the company’s operating funds. The company will sign the guarantee fee agreement with ITC holdings. The board of directors authorizes the management to determine the guarantee fee payable by the company to ITC holdings in 2001 and sign relevant agreements. The total guarantee fee shall not exceed RMB 16 million.
ITC holdings holds 45.00% equity of the company and is the controlling shareholder of the company. According to article 6.3.3, paragraph 2 (I) of the Listing Rules of Shenzhen Stock Exchange, the company and ITC holdings form a connected relationship, and this transaction constitutes a connected transaction.
After the prior approval of the independent directors, the matter was submitted to the third meeting of the 11th board of directors of the company held on January 26, 2022 for deliberation. The meeting deliberated and adopted the proposal on signing the guarantee fee agreement and related party transactions with Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. in 2001. Four members of the board of directors participated in the voting and passed the above proposal with 4 affirmative votes, 0 negative votes and 0 abstention votes. Mr. Li Zhihuang, the chairman, Mr. Wang Mingcheng, the vice chairman, and Mr. Guo Congming, Mr. Zeng Tingyi, and Mr. Chen Chun, the directors, as affiliated directors, avoided voting on this proposal. The independent directors of the company issued pre audit opinions and independent opinions on the related party transaction.
According to the requirements of the articles of association and other relevant provisions, this connected transaction is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation. The related party transaction does not constitute a major asset reorganization 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
Company name: Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd
Unified social credit Code: 91350200260147498n
Registered capital: 1659.9 million yuan
Date of establishment: August 31, 1995
Registered address: unit 2901, building a, international trade center, No. 4688 Xianyue Road, Huli District, Xiamen
Legal representative: Xu Xiaoxi
Company type: limited liability company (solely state-owned)
Business scope: 1. Operate and manage state-owned assets within the scope of authorization; 2. For projects not prohibited by other laws and regulations or requiring examination and approval, choose business projects and carry out business activities independently.
History: Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. is a limited company solely established by Xiamen state-owned assets management organization with the approval of Xiamen Municipal People’s government. It was established in August 1995. Formerly known as Xiamen commerce and trade state-owned assets investment Co., Ltd., it has been renamed Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. according to the notice of state owned assets supervision and Administration Commission of Xiamen Municipal People’s Government (XGZ [2006] No. 90 and XGZ [2016] No. 452).
Main business development in recent three years: ITC Holdings has been in good operation in recent three years. In 2018, the operating revenue was 274096 million yuan, and in 2019, the operating revenue was 295.613 billion yuan. As of December 31, 2020 (audited), the total assets of ITC holdings were 153.556 billion yuan and the net assets were 50.324 billion yuan; From January to December 2020, the operating revenue of ITC holdings was 402.126 billion yuan and the net profit was 5.442 billion yuan. As of September 30, 2021 (Unaudited), the total assets of ITC holdings were 258.847 billion yuan and the net assets were 65.645 billion yuan; From January to September 2021, the operating revenue of ITC holdings was 453.759 billion yuan and the net profit was 4.166 billion yuan.
Equity structure: the state owned assets supervision and Administration Commission of Xiamen Municipal People’s government holds 100% of its equity.
ITC holdings is not a dishonest executee.
Related relationship: ITC holdings holds 45.00% of the equity of the company and is the controlling shareholder of the company. According to article 6.3.3, paragraph 2 (I) of the Listing Rules of Shenzhen Stock Exchange, the company and ITC holdings form a connected relationship, and this transaction constitutes a connected transaction.
3、 Basic information of the subject matter of related party transactions
ITC holdings provided joint and several liability guarantee for some financing matters of the company in 2021, and calculated and charged guarantee fees.
4、 Pricing policy and basis of transaction
The charging standard of guarantee fee for the year of 2002 shall be determined by both parties through consultation with reference to the market price, and the price is fair and reasonable.
5、 Main contents of the transaction agreement
In order to meet the needs of the company’s business development funds, the charging standard of the guarantee fee will be determined by both parties through negotiation according to the market fair price of the business type. The transaction is fair and does not harm the interests of the company and minority shareholders. 6、 Purpose and impact of related party transactions on the company
In order to support the development of the company, ITC holdings provided joint and several liability guarantee for some financing matters of the company, enhanced the company’s external financing ability and ensured the smooth operation of the company’s funds. Therefore, it is reasonable for the company to pay the corresponding guarantee fee. The guarantee fee payable by the company to ITC holdings in 2021 is expected to be no more than RMB 16 million, which is included in the company’s financial expenses in 2021.
7、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of the year to the disclosure date, the total amount of various related party transactions between the company and ITC holdings and its subsidiaries was 100.35006 million yuan.
8、 Prior approval and independent opinions of independent directors
The proposal shall be submitted to the board of directors for deliberation after being approved by the independent directors in advance.
Prior approval opinion of independent directors: ITC holdings supports the operation and development of the company, provides guarantees for some financing matters of the company, and charges corresponding guarantee fees. The charging standard of guarantee fee refers to the market price and is determined by both parties through negotiation. It is fair and reasonable and does not damage the interests of the company and the majority of minority shareholders.
Independent opinions of independent directors: when the board of directors of the company deliberates this related party transaction proposal, the relevant related directors avoid voting, and the voting procedures of related party transactions are legal and effective, in line with the company law, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and the articles of association.
9、 Opinion of the board of Auditors
ITC holdings provides guarantees for some financing matters of the company to ensure the smooth operation of the company’s operating funds. It is reasonable for the company to pay guarantee fees. The charging standard of guarantee fees shall be determined by both parties through consultation with reference to market practices, which is fair and objective. The signing of the guarantee fee agreement complies with the provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and the articles of association, and does not harm the interests of the company and the majority of minority shareholders. Agree to the proposal on signing the guarantee fee agreement and related party transactions with Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. in 2001.
10、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
This connected transaction has been deliberated and approved by the board of directors of the company, and the connected directors have avoided voting at the board of directors. The independent directors have approved the above matters in advance and expressed their independent opinions with explicit consent. The relevant procedures are legal and compliant, and comply with the Listing Rules of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws and regulations and the provisions of the articles of association.
In conclusion, the recommendation institution has no objection to the guarantee fee agreement and related party transactions signed by the company and Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. in 2001.
(there is no text on this page, which is the signature page of Haitong Securities Company Limited(600837) opinions on the verification of Xiamen Xindeco Ltd(000701) and Xiamen Itg Group Corp.Ltd(600755) Holding Group Co., Ltd. signing the guarantee fee agreement and related party transactions in 2001)
Signature of sponsor representative:
Li Huadong, Wu Kaicheng
Haitong Securities Company Limited(600837) January 26, 2022
