Chongqing Three Gorges A (000565): Continuing related transactions with Chongqing Chemical Medical Holding Group Finance Co., Ltd. – CFi.CN China Finance Network

Original title: Chongqing Three Gorges A: Announcement on continuing related transactions with Chongqing Chemical Holding Group Finance Co., Ltd.

Securities code: 000565 Securities abbreviation: Chongqing Three Gorges A Announcement number: 2024-014
Chongqing Sanxia Paint Co., Ltd.
About Chongqing Chemical Medicine Holding Group Finance Co., Ltd.
Announcement on continuing related transactions
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate and complete and contains no false records, misleading statements or major omissions.1. Overview of continuing related party transactions
1. After the second meeting of the company’s board of directors in 2022 (the 15th meeting of the ninth session) and the first meeting in 2022
(The 14th session of the 9th session) The Supervisory Board and the 2021 Annual General Meeting of Shareholders reviewed and approved that in 2022 the company signed a “Financial Services Agreement” with Chongqing Chemical Holding Group Finance Co., Ltd. (hereinafter referred to as the “Finance Company”). The agreement stipulates that the finance company will provide the company with deposit services, bill acceptance and discount business services, settlement services, intermediary services, design of relevant financial service products and other businesses approved by the State Financial Supervision and Administration Bureau according to the company’s needs.

It has been operating well since its implementation. As of December 31, 2023, the company’s deposit balance in the finance company was RMB 148.6031 million.During this period, no risks occurred that may affect the company’s financial security.
Misappropriation of company funds by insurance and finance companies.

According to the agreement period stipulated in the original Financial Services Agreement, the agreement is valid for one year.
30 days before the expiration of the agreement, if either party fails to request the other party to terminate the agreement,
Upon request, this agreement will be automatically extended for one year, with a maximum of two extensions.The company develops according to business
According to the needs, the company and the financial company will not re-sign the “Financial Services Agreement” in 2024.
It is planned to extend the original “Financial Services Agreement” for one year and continue to implement the relevant contents of the agreement.company
The content of the agreement signed in 2022 will not be changed in 2024. According to the above agreement, the company plans to
Starting from 2024, we will continue to handle financial services such as deposits, loans, and bill discounting at the finance company.

Handling deposit services: Estimating the company’s daily deposit balance with the financial company (including accrued profits
interest) shall not exceed 150 million yuan; handle bill acceptance and discount business services: it is expected that the company
The company’s bill acceptance and discount business (including total interest expenses) in the finance company shall not exceed
Over 50 million yuan; handling bill intermediary business services: it is expected that the company will deposit it in the financial company
The maximum daily balance of the acceptance bill shall not exceed 100 million yuan; the company entrusts a financial company to issue the acceptance bill
The total amount of bills exchanged throughout the year shall not exceed 150 million yuan.Loan processing services: It is expected that the company will be financially
The maximum daily loan balance (including accrued interest) of a service company shall not exceed RMB 150 million.same
At that time, the company expected that the maximum comprehensive credit limit applied for by the financial company would not exceed 200 million.
Yuan.

2. The finance company belongs to the company’s indirect controlling shareholder Chongqing Chemical Medical Holding (Group) Company
(hereinafter referred to as “Chemical Group”), in accordance with the Shenzhen Stock Exchange
According to the provisions of 6.3.3 of the Stock Listing Rules, the company and the financial company are controlled by the same legal person.
This transaction constitutes a related transaction.

3. On April 19, 2024, the seventh meeting of the tenth board of directors of the company voted 5 in favor and 0 against.
The voting results with 0 abstentions and 4 avoidance votes reviewed and approved the “Proposal on Continuing Related Transactions with Chongqing Chemistry Holding Group Finance Co., Ltd.” and the “Risk Assessment Report of Chongqing Chemistry Holding Group Finance Co., Ltd.”, according to the “Shenzhen Stock Exchange Article 6.3.8 of the Stock Listing Rules
According to the regulations, related directors Li Yong, Yuan Fuqiang, Xie Guohua, and Zhou Zhaogui abstained from voting. The above proposals have been reviewed and approved at a special meeting of the company’s independent directors. According to the provisions of the “Shenzhen Stock Exchange Stock Listing Rules” and the “Articles of Association”, this related transaction still needs to be approved by the shareholders’ meeting. The related party Chongqing Life Technology and New Materials Industry Group Co., Ltd. who is interested in the related transaction will Avoid voting.

4. This related transaction does not constitute a transaction that falls under the “Measures for the Administration of Major Asset Restructuring of Listed Companies”.
major asset reorganization.

2. Introduction to related parties
(1) Basic situation
1. The finance company is approved by the former China Banking Regulatory Commission (CBRC)

[2010]589) document, December 15, 2010
Obtained the “Financial License” (Institution Code: L0119H250000001). On November 2023
On March 24, we obtained the new “Financial License” renewed by the Chongqing Supervision Bureau of the State Administration of Financial Supervision and Administration.
Provable”. The finance company was established on December 22, 2010, and has completed the process of integrating three certificates into one.
Unified social credit code: 915000005656440067, registered capital 1.06 billion
Yuan; Legal representative: Zeng Zhongquan; Registration and business place: 2nd Floor, Building A1, Uranus, No. 70, Xingguang Avenue, High-tech Park, Northern New District, Chongqing.

2. When the financial company was established, the registered capital was RMB 500,000,000.
The shareholding ratio is as follows:

On January 7, 2019, Chongqing Ziguang Chemical Co., Ltd. and Chongqing Pharmaceutical (Collection)
Tuan) Co., Ltd. signed an equity transfer agreement to transfer 10% of the equity of the financial company held by Chongqing Ziguang Chemical Co., Ltd. to Chongqing Pharmaceutical (Group) Co., Ltd.; on February 28, 2019, Chongqing Chemical Pharmaceutical Holdings (Group) The company and Chongqing Pharmaceutical (Group) Co., Ltd.
Co., Ltd. signed an equity transfer agreement to transfer 10% of the equity of the financial company held by Chongqing Chemical Medicine Holding (Group) Company to Chongqing Pharmaceutical (Group) Co., Ltd.; April 2021
On the 27th, Chongqing Salt Industry (Group) Co., Ltd. and Chongqing Jianfeng Chemical Co., Ltd. signed an equity transfer agreement, and Chongqing Salt Industry (Group) Co., Ltd. held 10% of the financial company
The equity was transferred to Chongqing Jianfeng Chemical Co., Ltd.; and on October 9, 2021
The Chongqing Supervision Bureau of the China Banking and Insurance Regulatory Commission (hereinafter referred to as the “CBIRC”) agreed to complete the industrial and commercial change registration on November 2, 2021. Via China on April 6, 2023
The Chongqing Supervision Bureau of the China Banking and Insurance Regulatory Commission approved the finance company to increase capital by 56,000.00 from undistributed profits.
Ten thousand yuan; November 21, 2023 Chongqing Yuhua New Materials Co., Ltd. and Chongqing Changfeng
Chemical Industry Co., Ltd. signed an equity transfer agreement to transfer all the equity of the finance company held by Chongqing Changfeng Chemical Industry Co., Ltd. to Chongqing Yuhua New Materials Co., Ltd. The finance company completed the industrial and commercial change registration on December 6, 2023. As of December 31, 2023
The shareholding ratios of each unit on the day are as follows:

3. Business scope of financial companies: financial company services for enterprise groups. (Subject to approval by law
Only approved projects can be carried out with the approval of relevant departments. The specific business projects are as follows:
Approval documents or licenses from relevant departments shall prevail)
4. As of the date of this announcement, the finance company is not the person subject to enforcement for breach of trust.

(2) Related relationships
The company and the finance company are both controlled by the company’s indirect controlling shareholder, China Medical Group. According to
According to the provisions of 6.3.3 of the “Shenzhen Stock Exchange Stock Listing Rules”, the company and the financial company
Belong to an associated relationship controlled by the same legal person.

(3) Financial status
According to the financial company’s 2023 audit by Baker Tilly International Certified Public Accountants (Special Ordinary Accountants)
(Partner) audited and issued a professional certificate[2024]Audit report No. 21028, as of December 2023
On March 31, the total assets of the finance company were 2.852 billion yuan, the total liabilities were 1.549 billion yuan, and the net assets
1.303 billion yuan. In 2023, the company will achieve a net operating income of 69 million yuan and an operating profit.
46 million yuan, achieving a net profit after tax of 34 million yuan (the above financial data has been audited).

According to the financial company’s 2023 audit by Baker Tilly International Certified Public Accountants (Special Ordinary Accountants)
risk assessment report ([2024]No. 27161), according to the “Enterprise Group Financial Report”
According to the “Company Management Measures”, the compliance status of various regulatory indicators of financial companies is as follows:
(1) The capital adequacy ratio is not lower than the minimum regulatory requirements of the China Banking and Insurance Regulatory Commission
Capital adequacy ratio = net capital / risk-weighted assets = 49.15%, which meets regulatory requirements.

(2) The liquidity ratio shall not be less than 25%
Liquidity ratio = current assets due within one year/current liabilities due within one year
=36.31%, in line with regulatory requirements.

(3) The loan balance shall not exceed 80% of the sum of deposit balance and paid-in capital
Loan balance/(deposit balance + paid-in capital) = 75.17%, which meets regulatory requirements.

(4) The total liabilities outside the group shall not exceed the net capital
There are no liabilities outside the group and it complies with regulatory requirements.

(5) The balance of bill acceptance shall not exceed 15% of total assets
Bill acceptance balance/total assets = 13.67%, which meets regulatory requirements.

(6) The balance of bill acceptance shall not be higher than 3 times of the balance deposited with banks
Bill acceptance balance/deposit balance with banks = 48.31%, in line with regulatory requirements.

(7) The total amount of bill acceptance and rediscount shall not exceed the net capital
The total amount of bill acceptance and rediscount/net capital = 29.36%, which meets regulatory requirements.

(8) The balance of the acceptance bill margin shall not exceed 10% of the total deposit
Acceptance bill margin balance/total deposits = 0.23%, which meets regulatory requirements.

(9) The total investment shall not exceed 70% of the net capital
Total investment/net capital = 0.04%, which meets regulatory requirements.

(10) Net fixed assets shall not exceed 20% of net capital
Net fixed assets/net capital = 0.69%, which meets regulatory requirements.

3. Main contents and pricing policies of related-party transactions
Both parties handle deposits, loans and bill acceptances in accordance with the signed “Financial Services Agreement”
Discount and other business:
1. The financial company provides the company with deposit services, loan services,
Financial leasing services, entrusted loan services, bill acceptance and discount business services, settlement services
services, intermediary business, design of related financial service products and approval by the China Banking Regulatory Commission
Other businesses approved by the committee.

2. Agreement period
The agreement is valid for one year. 30 days before the expiration date, if either party fails to notify the other party
If a request is made to terminate the agreement, this agreement will be automatically extended for one year, with a maximum of two extensions.

3. Transaction amount
Handling deposit services: Estimating the company’s daily deposit balance with the financial company (including accrued profits
interest) shall not exceed 150 million yuan; handle bill acceptance and discount business services: it is expected that the company’s bill acceptance and discount business (including total interest expenses) in the finance company shall not exceed
50 million yuan; intermediary business services for handling bills: it is expected that the company will deposit the acceptance exchange in the finance
The maximum balance on the day of the bill shall not exceed 100 million yuan; the company entrusts a financial company to issue acceptance bills, and the cumulative total throughout the year shall not exceed 150 million yuan. Loan service: It is expected that the company’s daily loan balance (including accrued interest) in the finance company will not exceed 150 million yuan.

4. Pricing principles
The pricing principle is that the deposit interest rate for deposit services will not be lower than the one issued by the People’s Bank of China.
The deposit interest rate of similar deposits published by the same period is not lower than that of similar deposits of major domestic commercial banks in the same period.
The deposit interest rate of deposits shall not be lower than that of other member units of the Chemical Group in the same period in the finance company.
The deposit interest rate of similar deposits; the financial company provides the company with preferential bill discount interest rates, no
Higher than the discount interest rate of the same grade obtained by the company from various domestic commercial banks for the same period; Finance Company
The loan interest rate for providing loan services shall not be higher than that of the same type issued by the People’s Bank of China for the same period.
The loan interest rate of the loan shall not be higher than the loan interest rate of similar loans from major domestic commercial banks in the same period.
The rate is no higher than the loans of similar loans obtained by other member units of the Chemical Group from the finance company during the same period.
interest rate.The fees charged by financial companies for providing intermediary business and other financial services are not high.
The fees charged by the company’s other domestic financial institutions for similar business, or free
related services.

5. Risk control measures
During the period of deposit business, the company should regularly obtain financial resources provided by the finance company.
According to the financial report, the company assigns specialized agencies and personnel to assess and supervise the risk status of funds deposited in the financial company; the company shall not deposit raised funds in the financial company; the financial company shall ensure the safe operation of the fund settlement network, ensure the safety of funds, and control financial risks , to meet the safe payment needs of the company’s deposited funds; when an event that may cause major safety hazards to the company’s deposited funds occurs, the financial company shall notify the company in writing within two working days and take measures to avoid the occurrence or expansion of losses; the financial company shall Develop relevant risk management measures and internal control systems for various financial services and products to ensure the safety of the company’s funds and interests.

4. Risk assessment
The company entrusted Baker Tilly International Accounting Firm (Special General Partnership) to conduct an audit of the financial company.
Conducted a risk assessment and issued the “Risk Assessment Report of Chongqing Chemical Medical Holding Group Finance Co., Ltd.” (Tiangongzi[2024]No. 27161), holding that “Financial companies have legal and valid
“Financial License” and “Enterprise Legal Person Business License”, good operating performance, established a relatively complete and reasonable internal control system, able to better control risks, strict “Enterprise Group Financial Company Management Measures” (China Banking and Insurance Regulatory Commission No. 2022) No. 6) provides for operation.After the
The understanding and evaluation of risk management found no major flaws in the design and operation of the risk management system related to operating qualifications, business and preparation of financial statements. ”
5. Transaction purpose and impact on listed companies
The financial company is established in accordance with the “Company Law” and “Measures for the Administration of Financial Companies of Enterprise Groups”
Established to strengthen the centralized management of enterprise group funds and improve the efficiency of enterprise group fund use
It is a non-bank financial institution that provides financial management services to members of enterprise groups.
structure.The finance company handles deposits, loans, bill acceptance and discounting, settlement and other financial matters for the company.
When providing financial services, both parties follow the principles of equality, voluntariness, complementary advantages, mutual benefit and win-win cooperation.
It is carried out in principle, which is conducive to optimizing the company’s financial management, improving the efficiency of fund use, and reducing the cost of financing.
capital costs and financing risks, and provide financial support and smooth financing channels for the company’s long-term development.
road.At the same time, the company holds 4% of the shares of the financial company, and the company can profit from the business of the financial company.
Earn profits from the exhibition.The terms of the “Financial Services Agreement” signed between the company and the financial company are public.
It is fair and reasonable, will not affect the independence of the company, and is in the interests of the company and all shareholders.
It will not harm the interests of the company and all shareholders, especially small and medium shareholders.

6. The total amount of various related transactions that have occurred with the related party
1. The transactions between the company and the financial company in 2023 are listed as follows:
currency: RMB

2. From the beginning of this year to the date of this announcement, the transactions between the company and the financial company are listed as follows:
currency: RMB

7. Measures taken by listed companies to ensure capital security and flexible scheduling
In order to ensure the safety and flexible dispatch of the company’s funds in the financial company, the company has formulated
“Emergency response to deposit and loan business risks with Chongqing Chemical Medical Holding Group Finance Co., Ltd.
Disposal Plan”.By establishing a risk prevention and disposal leading group, regularly obtain and review financial
The company’s regular financial statements including balance sheet, profit and loss statement, cash flow statement, etc.
The financial company held a joint meeting to seek solutions; by realizing the financial assets of the financial company
and other methods to ensure the safety of company funds.

In addition, the company will pay close attention to the operating status of the financial company and promptly understand its various major issues.
To obtain financial indicators, test the financial company by withdrawing deposits from the financial company from time to time.
Financial liquidity.

8. Opinions of special meeting of independent directors
On April 19, 2024, the first special meeting of independent directors of the tenth board of directors of the company
The meeting unanimously voted to review and adopt the “Regarding the Cooperation with Chongqing Chemical Medical Holding Group Finance Co., Ltd.”
Proposal on Continuing Related Party Transactions” “Risk Assessment Report of Chongqing Chemical Holding Group Finance Co., Ltd.”
“Report”, the meeting held that:
1. As a regulated company approved by the former China Banking Regulatory Commission, the finance company
It is a non-bank financial institution that provides financial services to companies within its business scope and complies with the national standards.
the relevant laws and regulations of the country.

2. The Financial Services Agreement signed by both parties follows the principle of equality and voluntariness, and the original pricing
It is fair, does not harm the interests of the company and small and medium-sized shareholders, and does not affect the company’s independence.
sex.

3. “Chongqing Chemical Medicine” issued by Baker Tilly International Accounting Firm (Special General Partnership)
Risk Assessment Report of Holding Group Finance Co., Ltd. fully reflects the operations of the finance company
Qualifications, business and risk profile.As a non-bank financial institution, its business scope and business
Content and processes, internal risk control systems and other measures are subject to national financial supervision and management
Strict supervision by the General Administration.Under the above risk control conditions, the finance company agrees to
Provide related financial services.

4. The company’s “Deposits and Loans with Chongqing Chemical Holding Group Finance Co., Ltd.”
“Emergency Response Plan for Loan Business Risks”, which can effectively prevent, timely control and resolve public affairs
The company’s financial risks in the financial company, to maintain the safety of funds.

5. The “2023 Financial Report” issued by Lixin Accounting Firm (Special General Partnership)
“Special Description of Related Transactions of Financial Companies” fully reflects the related transactions between the company and the financial company.
We believe that the related party transactions are fair and do not exist
Situations that harm the interests of the company and small and medium-sized shareholders.

6. This related transaction is conducive to broadening the company’s financing channels and reducing the company’s financing costs.
Meet the needs of the company’s business development.When the company’s board of directors considers this proposal, related directors should
Avoid voting.

9. Documents available for inspection
1. The company’s second (seventh meeting of the tenth) board of directors resolution in 2024;
2. Resolution of the company’s second (sixth session of the tenth) Supervisory Board in 2024;
3. Resolutions of the first meeting of the independent directors’ special meeting of the 10th Board of Directors;
4. “Financial Services Agreement”;
5. “2023 Audit Report of Chongqing Chemical Medical Holding Group Finance Co., Ltd.”;
6. “Risk Assessment Report of Chongqing Chemical Medical Holding Group Finance Co., Ltd.”;
7. “Special Instructions on Related Transactions Involving Finance Companies in 2023”;
8. “Chongqing Three Gorges Paint Co., Ltd. and Chongqing Chemical Medical Holding Group Finance Co., Ltd.
Emergency response plan for the company’s deposit and loan business risks”.

Special announcement

Board of Directors of Chongqing Three Gorges Paint Co., Ltd.
April 23, 2024

China Finance Network