Securities code: 000707 securities abbreviation: * ST Shuanghuan Announcement No.: 2022-009 Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) about and finance company
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.
1、 Overview of related party transactions
1. Basic information
In June 2020, Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) (hereinafter referred to as "the company" or "the company" or "Party B") and Hubei Yihua Chemical Industry Co.Ltd(000422) Group Finance Co., Ltd. (hereinafter referred to as "the finance company" or "party a") signed the financial services agreement (hereinafter referred to as "the agreement"), which is valid for three years.
According to the current capital situation of the company and the needs of production and operation, in order to improve the level of capital management and the efficiency of capital use, the company plans to re sign the financial service agreement with the financial company in accordance with the relevant provisions of the stock listing rules and the self regulatory guidelines for listed companies No. 7 - transactions and related party transactions issued by Shenzhen Stock Exchange. It is proposed to adjust the daily balance of deposits of the company and its holding subsidiaries in the financial company from no more than 300 million yuan to no more than 500 million yuan, and the daily balance of loans from no more than 400 million yuan to no more than 500 million yuan. According to the measures for the administration of financial companies of enterprise groups, if the direct or indirect controlling shareholders of the company change in the future, it may affect the company's membership in the financial company, and then affect the validity period of the agreement.
2. Description of relationship
Both the company and the finance company are controlled by Hubei Yihua Chemical Industry Co.Ltd(000422) Group Co., Ltd. (hereinafter referred to as "Yihua group"). The finance company is a related party of the company, and this transaction constitutes a related party transaction.
3. Consideration of related party transactions
The seventh meeting of the 10th board of directors of the company deliberated and approved the proposal on re signing the financial service agreement with the finance company to carry out related party transactions. Voting status of the proposal: 7 in favor, 0 against and 0 abstention. Related directors Wang Wanxin and Liu Hongguang avoided voting.
The independent directors of the company approved the related party transaction in advance and expressed their independent opinions of "consent". The transaction is subject to the approval of the general meeting of shareholders. At that time, the affiliated shareholders Hubei Shuanghuan Chemical Group Co., Ltd. and Yichang chixing Chemical Trading Co., Ltd. will avoid voting.
4. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, nor does it require the approval of relevant departments.
2、 Basic information of counterparty
1. Basic information
Company name: Hubei Yihua Chemical Industry Co.Ltd(000422) Group Finance Co., Ltd
Date of establishment: October 28, 2011
Nature of enterprise: limited liability company
Registered address: No. 52, Yanjiang Avenue, Yichang City, Hubei Province
Legal representative: Liu Hongguang
Registered capital: 500 million yuan
Unified social credit Code: 91420500582496287t
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; Approved insurance agency business; Provide guarantee to member units; Handle bill acceptance and discount for member companies; Handle entrusted loans between member units; Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; Absorbing deposits from member units; Engage in inter-bank lending and loans to member units (if the business scope involves licensed projects, it shall be operated after going through the licensing procedures)++
Shareholders of the finance company: Hubei Yihua Chemical Industry Co.Ltd(000422) Group Co., Ltd. invested 40 million yuan, accounting for 80% of the registered capital; Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) invested 50 million yuan, accounting for 10% of the registered capital; Guizhou Yihua Chemical Co., Ltd. invested 50 million yuan, accounting for 10% of the registered capital. 2. Historical evolution, main business and relevant financial data
Finance company is a non banking financial institution established on September 30, 2011 with the approval of Bank Of China Limited(601988) Industry Regulatory Commission to handle the financial business of group member units. The number of financial license is 00433406 and the institution code is l0134h342050001.
With the approval of the people's Bank of China and Bank Of China Limited(601988) Industry Regulatory Commission, the finance company operates the following businesses: (1) handle financial and financing consulting, credit assurance and relevant consulting and agency businesses for member units; (2) Assist member units to realize the receipt and payment of transaction funds; (3) Approved insurance agency business; (4) Provide guarantee to member units; (5) Handle bill acceptance and discount for member companies; (6) Handle entrusted loans between member units; (7) Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; (8) Absorbing deposits from member units; (9) Engage in interbank lending; (10) Apply for loans to member units.
Audited by Lixin Certified Public Accountants (special general partnership), as of December 31, 2021, the total assets of the finance company were 3447.6543 million yuan, liabilities were 2804.7594 million yuan, net assets were 642.8949 million yuan, operating income was 16.8813 million yuan and net profit was 1.5855 million yuan.
3. Both the company and the finance company are controlled by Yihua group. According to the stock listing rules of Shenzhen Stock Exchange, the finance company is the related party of the company, and this transaction constitutes a related party transaction.
4. As of the disclosure date of this announcement, the finance company is not a dishonest executee.
3、 Subject matter of related party transactions
After negotiation between the company and the finance company, the finance company will provide the company with deposit and loan, settlement and other financial services.
4、 Pricing policy and basis of related party transactions
The finance company provides the company with deposit, loan, settlement and other financial services in accordance with the following pricing policies:
1. The deposit interest rate shall be implemented in accordance with the deposit interest rate uniformly promulgated by the people's Bank of China;
2. The loan interest rate shall not be higher than that of other financial institutions in the same period;
3. There is no charge for settlement services;
4. For other financial services other than the above, the charging standard shall not be higher than (or equal to) the same level of business expenses of other financial institutions in China.
5、 Main contents of related party transaction agreement
1. Financial services: Party A (finance company) promises to provide the following financial services for Party B (the company):
(1) The daily balance of monetary funds absorbing deposits from Party B and its holding subsidiaries shall not exceed 500 million yuan;
(2) The daily balance of Party B's and Party B's holding subsidiaries' loans to Party A shall not exceed 500 million yuan;
(3) Provide settlement services for Party B and its holding subsidiaries;
(4) The total balance of comprehensive credit provided to Party B and its holding subsidiaries shall not exceed 700 million yuan, which is used for loans, bill acceptance, discount, guarantee and other forms of capital financing business, of which the loan shall not exceed 500 million yuan.
2. Principles of financial services: Party A promises to abide by the following principles when providing the above financial services for Party B and its holding subsidiaries:
(1) The deposit interest rate shall be implemented in accordance with the deposit interest rate uniformly promulgated by the people's Bank of China;
(2) The loan interest rate shall not be higher than that of other financial institutions in the same period;
(3) There is no charge for settlement services;
(4) For other financial services other than the above, the charging standard shall not be higher than (can be equal to) the same level of business expenses of other financial institutions in China.
(5) Ensure the safe operation of the fund management network, ensure the safety of funds, control the risk of assets and liabilities, and meet the payment needs of Party B.
3. Principle of confidentiality: Party A and Party B are obliged to strictly abide by the trade secrets and customer data of both parties for the other party. Without the permission of the other party, they shall not provide any data and information about the other party's business operation or customers.
4. Cooperation guarantee: Party B shall actively support the above services provided by Party A, including but not limited to cooperating with Party A in deposit and loan management, actively cooperating with Party A in credit business investigation and review, and providing enterprise information such as financial statements.
Party A and Party B shall strengthen communication and close cooperation, timely provide the other party with various relevant information and materials, and notify the other party of various major changes. In case of any dispute in the process of cooperation, both parties shall resolve it through consultation in accordance with the principle of "mutual understanding and accommodation, honesty and pragmatism".
5. Others: all financial services mentioned in Article 1 of this Agreement shall be separately signed by Party A and the service recipient, and the rights and obligations of each party shall be subject to the final signed single financial service contract.
This agreement is made in quadruplicate, with Party A and Party B holding two copies respectively.
This Agreement shall come into force after being signed by both parties and relevant legal procedures, and shall be valid until December 31, 2024. Upon expiration, it can be renewed for three years with the necessary permission of both parties.
The agreement between Hubei Yihua Chemical Industry Co.Ltd(000422) Group Finance Co., Ltd. and Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) financial services approved and signed in 2020 shall be abolished at the same time.
6、 Purpose of related party transactions and its impact on Listed Companies
The financial business between the company and the finance company is necessary for the normal operation of the company. The business follows the principles of equality and voluntariness, complementary advantages, mutual benefit and win-win cooperation, which is conducive to optimizing the company's financial management, improving the efficiency of capital use, reducing financing costs and financing risks, and providing financial support and smooth financing channels for the long-term development of the company, And reduce the financial expenses and capital cost of the company to a certain extent.
7、 Accumulated various connected transactions with the connected person
As of December 31, 2021, the balance of deposits of the company and its holding subsidiaries in Hubei Yihua Chemical Industry Co.Ltd(000422) Group Finance Co., Ltd. was 288.3239 million yuan, the balance of loans was 100.28 million yuan (bill discount), the interest payment was 0 yuan, and the deposit interest income received in 2021 was 1.1847 million yuan. The amount of deposits and loans does not exceed the provisions of the financial services agreement.
8、 Risk control measures
1. According to the relevant regulations of Shenzhen Stock Exchange, the company will conduct risk assessment on the financial company every half year. So far, no obvious risk has been found in the financial company.
2. The company has formulated the emergency response plan of Shuanghuan technology on deposit risk in Hubei Yihua Chemical Industry Co.Ltd(000422) Group Finance Co., Ltd. (see the company announcement on March 23, 2013 on cninfo.com for details). As of the disclosure date of this announcement, there is no risk situation disclosed in the emergency response plan.
9、 Prior approval and independent opinions of independent directors
1. Prior recognition of independent directors: the finance company handles deposits, bills, settlement and other financial services for the company, which meets the requirements of relevant national laws and regulations, and is conducive to optimizing the company's financial management, improving the efficiency of capital use, reducing financing costs and financing risks. Agree to submit the proposal to the board of directors of the company for deliberation. The board of directors and relevant personnel of the company are required to implement the corresponding approval procedures in strict accordance with the requirements of relevant national laws and regulations. 2. Independent opinions of independent directors: in accordance with the requirements of the company law, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant regulations, we have expressed our "consent" to the related party transactions with the finance company as follows:
(1) This connected transaction is handled by the finance company for the company's deposits, bills, settlement and other financial services, which meets the requirements of relevant national laws and regulations.
(2) The transaction conditions of this connected transaction are fair and the pricing basis is reasonable, which has brought economic benefits to both parties of the transaction and did not damage the interests of the company and minority shareholders.
10、 Documents for future reference
1. Resolution of the 7th Meeting of the 10th board of directors of the company.
2. Prior approval, special explanation and independent opinions of independent directors on the matters considered at the 7th Meeting of the 10th board of directors of the company.
3. Financial services agreement.
4. Overview of related party transactions of listed companies.
It is hereby announced.
Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) board of directors
January 26, 2022
