Securities code: 000728 Securities abbreviation: Guoyuan Securities Announcement number: 2019-029
Guoyuan Securities Co., Ltd.
Announcement on the expected daily related transactions with Huishang Bank Co., Ltd.
The company and all members of the board of directors It is guaranteed that the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions.
1. Basic situation of daily related transactions
(1) Overview of daily related transactions
1, Guoyuan Securities Co., Ltd. (hereinafter referred to as the "Company"), based on the company's daily operations and business development needs, plans to add Huishang Bank Estimated daily related transactions of Co., Ltd. (hereinafter referred to as " Huishang Bank ") in the inter-bank market. The estimated amount of related-party transactions and the actual amount of similar transactions in 2018 are detailed in the table below. Other daily related transactions between the company and Huishang Bank are expected to be detailed on March 26, 2019 in "China Securities Journal", "Securities Times", " Shanghai Securities News ", "Securities Daily" and Juchao Information Network (http: //www.cninfo.com.cn) disclosed the "Announcement of Guoyuan Securities Co., Ltd. on the expected daily related transactions in 2019".
The new daily related transactions in the inter-bank market between Huishang Bank and the company include the following businesses:
(1) Both parties carry out inter-bank financing transaction business, including inter-bank pledge repurchase, inter-bank buy-out repurchase, Inter-bank lending ;
(2) Both parties carry out fixed-income product investment and transaction business, including bond lending, cash bond trading , inter-bank deposit buying and selling, derivative product transactions and other fixed-income product investments.
2. On June 4, 2019, the company held the 31st meeting of the eighth board of directors, which reviewed and approved the "Proposal on the Estimation of Daily Related Transactions between the Company and Huishang Bank Co., Ltd.". Mr. Zhu Yicun, the related director, recused himself. vote. The motion was reviewed and approved with 12 votes in favor, 0 votes against, and 0 abstentions. The independent directors have recognized this matter in advance and issued independent opinions in agreement. This proposal still needs to be submitted to the company's 2018 annual general meeting of shareholders for review. The expected validity period of this related transaction is from the date of review and approval by the shareholders' meeting to the date when the shareholders' meeting changes the current forecast plan or reviews and approves the next year's forecast plan.
(2) Estimated categories and amounts of daily related transactions
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(3) Actual occurrence of daily related transactions in the previous year: None
2. Introduction of related persons and related relationships
(1) Basic information
Company name: Huishang Bank Co., Ltd.
Residence: Tower A, Tianhui Building, No. 79 Anqing Road, Hefei City, Anhui Province
Main office location: Tower A, Tianhui Building, No. 79 Anqing Road, Hefei City, Anhui Province
Enterprise type: Other joint-stock company (Listed)
legal representative Listed by: Wu Xuemin
Registered capital: 12.1548 billion yuan
Unified social credit code: 913400001489746613
Business scope: absorbing public deposits; issuing short-term, medium-term and long-term loans; handling domestic and foreign settlements; handling bill acceptance and discounting ; Issuance of financial bonds; agency issuance, redemption, and underwriting of government bonds; buying and selling of government bonds and financial bonds; engaging in inter-bank lending; engaging in bank card business; buying and selling, agency buying and selling of foreign exchange; providing letter of credit services and guarantees; agency for collection and payment of payments and agency Insurance business; providing safe deposit box services; handling entrusted deposit and loan business; and other businesses approved by the China Banking Regulatory Authority. With the approval of the People's Bank of China, it operates foreign exchange settlement and sales businesses.
Whether the person subject to execution is untrustworthy: No
(2) The main financial data of the last year and the latest period
According to Huishang Bank 2018 annual report and the first quarter report of 2019 (sourced from Hong Kong Stock Exchange " "Easy Disclosure" website): As of the end of 2018, Huishang Bank had total assets of 1,050.506 billion yuan, total liabilities of 980.229 billion yuan, net assets of 70.277 billion yuan, net operating income in 2018 of 26.951 billion yuan, and net profit of 8.747 billion yuan (the above data audited).As of the end of March 2019, Huishang Bank had total assets of 1,046.148 billion yuan, total liabilities of 975.530 billion yuan, net assets of 70.618 billion yuan, and net profit from January to March 2019 of 2.615 billion yuan (the above data are unaudited).
(3) Related relationship with the company
The general manager of Guoyuan Financial Holding Group, the company’s largest shareholder, serves as a director of Huishang Bank , and the company director Mr. Zhu Yicun serves as a director of Huishang Bank . According to the Shenzhen Stock Exchange According to the provisions of Article 10.1.3 (3) of the Stock Listing Rules, Huishang Bank is a related party of the company.
(4) Analysis of contract performance capabilities:
related parties are registered and established in accordance with the law, exist in accordance with the law and operate normally, have good financial status and credit, and have good contract performance capabilities.
3. Main contents of related-party transactions
(1) Pricing principles and basis of related-party transactions
Both parties to the transaction shall conduct transactions fairly and reasonably based on the general commercial principles of equality, mutual benefit, equal value and compensation. The price of a single transaction is determined fairly by the specific transaction in accordance with general business principles and market practices. Payment arrangements and settlement methods are carried out in accordance with industry rules.
(2) Signing of related-party transaction agreements
Within the expected scope of daily related-party transactions, the company signs relevant agreements based on the needs of normal business development.
IV. Purpose and impact of related-party transactions
1. The related-party transactions between the company and Huishang Bank are conducive to business diversification and broaden the company's inter-bank market financing channels and the scope of counterparties in the inter-bank market;
2. Pricing of related related-party transactions There is a market price available for reference, and the company plans to implement it at a fair price, which will not harm the interests of the company and small and medium-sized shareholders;
3, related related transactions will not affect the company's independence, and the company's main business does not rely on related parties due to the above related transactions.
5. Prior recognition and independent opinions of the independent directors
On May 31, 2019, the company’s independent directors issued the "Ex-ante Statement of the Independent Directors of Guoyuan Securities Co., Ltd. on the daily related transactions expected between the company and Huishang Bank Co., Ltd." Approval Opinions", and agreed to submit the "Proposal on the Estimation of Daily Related Transactions between the Company and Huishang Bank Co., Ltd." to the 31st meeting of the company's eighth board of directors for review.
On June 4, 2019, the company's independent directors issued the "Independent Opinions of the Independent Directors of Guoyuan Securities Co., Ltd. on the Estimated Daily Related Transactions between the Company and Huishang Bank Co., Ltd.", arguing that:
1, the company and The related-party transactions conducted by Huishang Bank are conducive to business diversification, broadening the company's financing channels in the inter-bank market, and also expanding the scope of counterparties in the inter-bank market;
2. The daily related transactions between the company and Huishang Bank are priced according to the principle of fair pricing and with reference to market prices or industry practices. They will not affect the independence of the company and will not harm the interests of the company and non-related party shareholders; Relevant related-party transactions will be carried out in accordance with general market practices and general commercial terms, and there will be no transfer of interests or damage to the interests of the company and shareholders;
3, the convening procedures and voting procedures of this board meeting comply with relevant laws, regulations and the provisions of the Articles of Association. . According to the "Articles of Association" and other relevant regulations, this proposal still needs to be submitted to the company's shareholders' meeting for review;
4, the company will fulfill relevant information disclosure obligations in accordance with the "Shenzhen Stock Exchange Stock Listing Rules" and other relevant regulations.
6. Documents available for reference
(1) Resolution of the 31st meeting of the eighth board of directors of Guoyuan Securities Co., Ltd.;
(2) Prior approval and independent opinions signed by independent directors;
(3) Shenzhen Stock Exchange Other documents required.
hereby announces.
Board of Directors of Guoyuan Securities Co., Ltd.
June 5, 2019
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