Securities code: 001914 securities abbreviation: China Merchants Property Operation & Service Co.Ltd(001914) Announcement No.: 2022-03
China Merchants Property Operation & Service Co.Ltd(001914)
Announcement on related party transactions concerning the transfer of equity of subordinate enterprises
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records
Misleading statements or material omissions.
1、 Transaction overview
(I) overview of equity transfer transactions
In order to further focus on the main business, optimize the asset structure and accelerate the implementation of the strategy, China Merchants has accumulated surplus industries
Business Services Co., Ltd. (hereinafter referred to as "the company") intends to directly and indirectly hold 100% of the three subordinate enterprises
Equity transfer to the controlling shareholder China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) (hereinafter referred to as "investment promotion")
The total transfer price of subordinate enterprises in Shekou is 777.586 million yuan, as shown in the table below:
The proportion of equity transferred by the name of the target company and the transfer price of the transferee (10000 yuan)
100% equity held by Shenzhen AVIC City Investment Co., Ltd. Shenzhen merchants Real Estate Co., Ltd. 407.36 (hereinafter referred to as "AVIC city investment") (hereinafter referred to as "Shenzhen merchants real estate")
Directly and indirectly held by the company
Kunshan AVIC Real Estate Co., Ltd. has 100% equity (the company directly holds 33550.36% of China Merchants real estate (Suzhou) Co., Ltd. (hereinafter referred to as "Kunshan AVIC") and 97.7273% through AVIC urban investment (hereinafter referred to as "Suzhou merchants real estate")
Indirect shareholding (2.2727%)
100% equity held by Ganzhou AVIC Jiufang Commercial Co., Ltd. Zhuhai Evian Real Estate Co., Ltd. 43800.88 (hereinafter referred to as "Ganzhou Jiufang") (hereinafter referred to as "Zhuhai Evian real estate")
Total 77758.6
(II) relationship
AVIC city investment, Kunshan AVIC and Ganzhou Jiufang are wholly-owned subsidiaries of the company, and Shenzhen merchants real estate
Suzhou merchants real estate and Zhuhai Evian real estate are wholly-owned subsidiaries of the company's controlling shareholder China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) , and are deeply
Shenzhen merchants real estate holds 3.71% equity of the company, so this equity transfer constitutes a related party transaction of the company.
(III) review procedure
On January 26, 2022, the 27th meeting of the ninth board of directors of the company deliberated and adopted the notice on transfer
Proposal on equity of subordinate enterprises (5 in favor, 0 against and 0 abstention). Affiliated directors Nie Liming and Liu
Ning, Chen Haizhao, Wong car wha (yuan Jiahua), Xie Shuiqing and Wang suwang avoided voting on the proposal, which was voted by non affiliated directors Zhang Songxin, Hua Xiaoning, Chen Yingge, Xu Zunwu and Lin Hong. Independent director of the company
The company reviewed the related party transactions in advance and issued independent opinions.
The related party transaction has obtained the written reply from the relevant state-owned assets management department and needs to be submitted to the general meeting of shareholders of the company for deliberation. The related shareholders China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and Shenzhen merchants real estate will avoid voting, but it does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the counterparty
(I) Shenzhen merchants Real Estate Co., Ltd
1. Basic information
Shenzhen merchants real estate was established on May 5, 1984, with a registered capital of 300 million yuan, a unified social credit code of 91440300192441811t, a legal representative of Liu Cheng, and a registered address of 29 / F, New Times Square, No. 1 Taizi Road, merchants street, Nanshan District, Shenzhen. The enterprise type is a limited liability company (sole proprietorship of legal person), The business scope includes: general business items are: centralized decoration and maintenance, leasing furniture and household appliances, and handling the custody, purchase and sale of foreign customers in China. Maintain elevators and air conditioning equipment in the industrial zone; Housing agency; Setting up industry (specific projects will be reported separately); House leasing; Provide technical and business consulting and technical and information services related to the above business; Corporate image planning; Planning of cultural activities; Etiquette planning; Conference planning; Marketing planning; Organization and planning of exhibition; Ticket agent; Educational consultation; Sales of clothing, textiles, knitwear, daily necessities, cultural goods, sporting goods, electronic products, jewelry, handicrafts (except ivory products), porcelain, clocks, musical instruments, jewelry, lamps, fabrics, household accessories, cultural goods and works of art; Information consultation (excluding restricted items); Engage in advertising business; Art training; Lease of own premises; Provide catering management services for enterprises; Planning of cultural and artistic exchange activities; Corporate image design and planning; Culture and art information consultation; Conference services; Training in musical instruments, dance, music and drama; Vegetable planting; Fruit planting; Flower planting; Forest breeding; Property service evaluation; Parking service. (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license). The permitted business items are: retail of books, newspapers and periodicals; Retail of audio-visual products; Real estate development and commercial housing sales; Production and sale of Chinese and Western cakes; Pre packaged food sales; Production and sale of snacks, drinks and hot food; Provide management services for performance venues; Film screening; Housing construction engineering design services; Construction engineering decoration, decoration, engineering design and construction; Installation service of building air conditioning equipment and ventilation system. estate management; Residential interior decoration. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments).
2. Main financial indicators of Shenzhen merchants real estate in recent years
As of December 31, 2020, the audited total assets of Shenzhen merchants real estate were 33375.96 million yuan, the net assets were 15567.97 million yuan, the operating income was 334.37 million yuan and the net profit was 804.61 million yuan in 2020.
As of September 30, 2021, the total unaudited assets of Shenzhen merchants real estate were 36119.15 million yuan, and the net assets were 15406.36 million yuan. From January to September, 2021, the operating income was 85.43 million yuan and the net profit was - 161.61 million yuan.
3. Ownership structure: China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) holds 100% shares.
4. Related relationship: Shenzhen merchants real estate is a wholly-owned subsidiary of the controlling shareholder China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) of the company and holds 3.71% of the shares of the company. It is a related party of the company.
(II) China Merchants real estate (Suzhou) Co., Ltd
1. Basic information
Suzhou merchants real estate was established on November 5, 2004, with a registered capital of 30 million yuan, a unified social credit code of 9132050776735260xy, and a legal representative of Zhu Mingyu. Its registered address is No. 98, Yangchenghu East Road, Yuanhe Town, Xiangcheng District, Suzhou. The enterprise type is a limited liability company, and its business scope includes: real estate development and operation; House sales and leasing; estate management; business management; Real estate project consulting management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Main financial indicators of Suzhou merchants real estate in recent years
As of December 31, 2020, the audited total assets of Suzhou merchants real estate were 14470.14 million yuan, the net assets were 1602.69 million yuan, the operating income was 95.41 million yuan and the net profit was 366.64 million yuan in 2020.
As of September 30, 2021, the total unaudited assets of Suzhou merchants real estate were 16191.01 million yuan and the net assets were 1909.01 million yuan. From January to September, 2021, the operating revenue was 41.48 million yuan and the net profit was 306.33 million yuan. 3. Equity structure: China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) holds 95% of the shares, and Shenzhen merchants real estate, a wholly-owned subsidiary of China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) holds 5% of the shares.
4. Affiliated relationship: Suzhou merchants real estate is a wholly-owned subsidiary of the controlling shareholder China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) of the company and an affiliated party of the company.
(III) Zhuhai Evian Real Estate Co., Ltd
1. Basic information
Founded on April 14, 2014, Zhuhai Evian real estate has a registered capital of RMB 1330 million, a unified social credit code of 914404000975243602, a legal representative of Zhang Bin, and a registered address of room 209, floor 2, YONGYING business center, Hongqiao 4th Road, Baijiao Science and Technology Park, Doumen District, Zhuhai (centralized office area), The type of enterprise is limited liability company (sole proprietorship of legal person invested or controlled by natural person), and its business scope includes: licensed projects: real estate development and operation; Parking service; Residential interior decoration; Construction engineering design; Demolition of buildings (except blasting). (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: investment activities with self owned funds; estate management; Non residential real estate leasing; Park management services; hotel management; Real estate consulting; Landscape engineering construction; Advertising production. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
2. Main financial indicators of Zhuhai Evian real estate in recent years
As of December 31, 2020, the audited total assets of Zhuhai Evian real estate were 7167.38 million yuan, and the net assets were 382.9 million yuan. In 2020, the operating income was 1017.46 million yuan and the net profit was - 841.49 million yuan.
As of September 30, 2021, the total unaudited assets of Zhuhai Evian real estate were 8126.86 million yuan, and the net assets were 377.26 million yuan. From January to September, 2021, the operating income was 42.53 million yuan and the net profit was - 5.49 million yuan.
3. Ownership structure: Shenzhen merchants real estate, a wholly-owned subsidiary of China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) the controlling shareholder of the company, holds 100% shares. 4. Affiliated relationship: Zhuhai Evian real estate is a wholly-owned subsidiary of the controlling shareholder China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) of the company and an affiliated party of the company.
(IV) according to the company's inquiry, Shenzhen merchants real estate, Suzhou merchants real estate and Zhuhai Evian real estate are not the subject responsible for breach of trust.
3、 Basic information of related party transactions
The transaction object of this equity transfer is the 100% equity of AVIC city investment, Kunshan AVIC and Ganzhou Jiufang directly and indirectly held by the company.
(I) Shenzhen AVIC City Investment Co., Ltd
1. Basic information
AVIC city investment was established on May 19, 1997, with a registered capital of 736 million yuan, a unified social credit code of 914403002793408453, and a legal representative of Wang quansong. Its registered address is 503, the main building of Fiyta Precision Technology Co.Ltd(000026) No. 163 Zhenhua Road, Huaqiangbei street, Futian District, Shenzhen. The enterprise type is a limited liability company (sole proprietorship of legal person), The business scope includes: general business items: investment and establishment of industries (specific items will be reported separately); The operation and development of real estate within the scope of legally obtained land use right; Property management, sales of professional equipment and real estate leasing. The licensed business items are: labor dispatch.
2. Main financial data of AVIC city investment in the latest year and period
As of December 31, 2020, the audited total assets of AVIC city investment are 438.63 million yuan, the total accounts receivable are 0 million yuan, the total liabilities are 1023.33 million yuan, the net assets are - 584.7 million yuan, the operating income in 2020 is 1.59 million yuan, the operating profit is - 13.07 million yuan, the net profit is - 9.99 million yuan, and the net cash flow from operating activities is 92.74 million yuan.
As of August 31, 2021, the audited total assets of AVIC city investment are 430.68 million yuan, the total accounts receivable are 0 million yuan, the total liabilities are 430.45 million yuan, and the net assets are 230000 yuan. From January to August 2021, the operating income is 430000 yuan, the operating profit is - 280000 yuan, the net profit is - 1.07 million yuan, and the net cash flow from operating activities is - 582.7 million yuan.
3. Ownership structure
The company holds 100% of its equity.
4. Investment situation
AVIC city investment has two joint-stock subsidiaries. The details are as follows (unit: RMB 10000)
Enterprise name date of establishment registered capital shareholding ratio No
1 Kunshan AVIC Real Estate Co., Ltd. November 14, 2006 22000.00 2.2727%
2 Shenzhen Nanguang Property Management Co., Ltd. October 21, 1992 1000.00 5%
5. Main assets
The main assets of AVIC city investment include inventory and investment real estate:
(1) Stock
As of August 31, 2021, the original book value of inventory is 137175418.12 yuan, which is mainly divided into product development and development cost. The developed products are mainly parking spaces, with a book value of 33212077.92 yuan; The development cost is the customized project of "dingshanghuating" hotel under construction, with a book value of 103963340.20 yuan, a bad debt provision of 1005481.06 yuan for inventory and a net book value of 136169937.06 yuan. The project is located in Longgang District, Shenzhen, with a land area of 19846.6 square meters. The land is used for hotel industry. At present, the project is still in the early stage. (2) Investment real estate
As of August 31, 2021, the book value of investment real estate is 270130000.00 yuan, mainly located in Shenzhen
