Securities code: 001914 securities abbreviation: China Merchants Property Operation & Service Co.Ltd(001914) Announcement No.: 2022-02
China Merchants Property Operation & Service Co.Ltd(001914)
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 major omissions.
1、 Meetings of the board of directors
Board of directors of China Merchants Property Operation & Service Co.Ltd(001914) (hereinafter referred to as “the company”) 2022
The 27th meeting of the ninth board of directors of the company was held by e-mail and telephone on January 22, 2014
Notice of. The meeting was held by means of communication voting on January 26, 2022, and 11 people should attend the meeting
11 people attended the meeting, including Nie liming, Liu Ning, Chen Haizhao, Wong car wha (yuan Jiahua) and Xie
Shuiqing, Wang suwang, Zhang Songxin, Hua Xiaoning, Chen Yingge, Xu Zunwu, Lin Hong. Convening and convening of this meeting
The meeting complies with the relevant provisions of the company law and the articles of association, and the resolution formed by voting is legal and effective.
2、 Deliberations of the board of directors
After deliberation, the meeting made the following resolutions:
(I) the proposal on transferring the equity of subordinate enterprises (5 votes in favor, 0 votes against
(0 abstentions).
In order to further focus on the main business, optimize the asset structure and accelerate the implementation of the strategy, the board of directors agreed that the company would
100% equity of the three subordinate enterprises directly and indirectly held by the company was transferred to the controlling shareholder of the company, China Merchants Shekou industry
The total transfer price of enterprises subordinate to district Holding Co., Ltd. (hereinafter referred to as ” China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) “) is the people’s Bank of China
RMB 777586000, 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
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. When the board of directors considered the proposal, the affiliated directors Nie liming, Liu Ning, Chen Haizhao, Wong car wha (yuan Jiahua), Xie Shuiqing and Wang suwang avoided voting on the proposal, and the non affiliated directors Zhang Songxin, Hua Xiaoning, Chen Yingge, Lin Hong and Xu Zunwu voted on it. The independent directors of the company reviewed the related party transactions in advance and expressed independent opinions.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders will avoid voting.
For details, please refer to the announcement on related party transactions on the transfer of equity of subordinate enterprises (Announcement No.: 2022-03) published on cninfo.com and securities times, China Securities News, Shanghai Securities News and Securities Daily on the same day.
(II) the proposal on adding related party guarantee after the transfer of wholly-owned subsidiary was deliberated and adopted (5 votes in favor, 0 votes against and 0 abstention).
The company plans to transfer 100% equity of Ganzhou Jiufang, a wholly-owned subsidiary, to Zhuhai Evian real estate. The company provides a joint and several liability guarantee amount of 55 million yuan for Ganzhou Jiufang to China Minsheng Banking Corp.Ltd(600016) Ganzhou branch for bank loans. Ganzhou Jiufang shopping center and other assets owned by Ganzhou Jiufang are used as collateral. The loan period is until March 24, 2025. The guarantee period is two years from the expiration of Ganzhou Jiufang’s debt performance period. Ganzhou Jiufang provides counter guarantee to the company, The aforesaid guarantee matters have performed the necessary decision-making procedures in accordance with the regulatory rules, and the corresponding guarantee agreement has been signed. As of December 31, 2021, the company’s guarantee balance to Ganzhou nine parties was 207.5 million yuan.
Shenzhen merchants real estate, a wholly-owned subsidiary of the company’s controlling shareholder China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) , holds 100% equity of Zhuhai Evian real estate. When the company provides guarantee for Ganzhou Jiufang, Ganzhou Jiufang is a wholly-owned subsidiary of the company; After the completion of this equity transfer, the company will no longer hold the equity of Ganzhou Jiufang. Ganzhou Jiufang will become a wholly-owned enterprise subordinate to the company’s controlling shareholder China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and a related party of the company. The above guarantee matters will become the guarantee matters of the company to related parties.
When the board of directors considered the proposal, the affiliated directors Nie liming, Liu Ning, Chen Haizhao, Wong car wha (yuan Jiahua), Xie Shuiqing and Wang suwang avoided voting on the proposal, and the non affiliated directors Zhang Songxin, Hua Xiaoning, Chen Yingge, Lin Hong and Xu Zunwu voted on it. The independent directors of the company conducted a prior review on the guarantee provided to related parties and expressed independent opinions.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders will avoid voting.
For details, please refer to the announcement on adding related party guarantees after the transfer of wholly-owned subsidiaries (Announcement No.: 2022-04) published on cninfo.com and securities times, China Securities News, Shanghai Securities News and Securities Daily on the same day.
(III) the proposal on daily related party transactions between the company and China Merchants Group and its subordinate enterprises was deliberated and adopted (5 votes in favor, 0 votes against and 0 abstention).
The 2020 annual general meeting of shareholders of the company reviewed and agreed that the total amount of the daily related party transactions between the company and China Merchants Group Co., Ltd. (hereinafter referred to as “China Merchants Group”) and its subordinate enterprises in 2021 is expected to be 237918 million yuan, and the total amount of the annual related party transactions is 2511.03 million yuan, of which the total amount of the new related party transactions for the purchase of commodities is expected to be 20 million yuan, The total annual amount is 10 million yuan. According to the actual situation of daily related party transactions, the amount of commodity related party transactions between the company and China Merchants Group and its subordinate enterprises in 2021 exceeded the expectation. The total amount of new contracts for commodity related party transactions actually occurred was 77.03 million yuan, and the total annual amount was 51.87 million yuan. The board of directors agreed to increase the total amount of newly added contracts for commodity related transactions between the company and the above-mentioned related parties in 2021 to RMB 57.03 million, and the total amount of annual transactions to RMB 41.87 million, accounting for 0.69% and 0.50% of the company’s latest audited net assets respectively. Due to the fact that some of the expected transactions did not actually occur, the estimated amount of the total new contract amount of 237918 million yuan and the total annual amount of 2511.03 million yuan of the daily related party transactions between the company and China Merchants Group and its subordinate enterprises in 2021 remained unchanged.
The board of directors agreed that in 2022, the company will mainly lease out or lease in assets, provide or accept labor services, purchase or sell goods and other related transactions with China Merchants Group and its subordinate enterprises. It is estimated that the total amount of new contracts in 2022 will be 3831.81 million yuan, and the total amount in the year will be 3178.02 million yuan.
The board of directors confirmed that the total amount of new contracts actually incurred between the company and China Merchants Group and its subordinate enterprises in 2021 was 2247.93 million yuan, and the total annual amount was 1306.58 million yuan.
China Merchants Group is the actual controller of the company, so the transactions between the company and China Merchants Group and its subordinate enterprises constitute the related party transactions of the company.
When the board of directors considered the proposal, the affiliated directors Nie liming, Liu Ning, Chen Haizhao, Wong car wha (yuan Jiahua), Xie Shuiqing and Wang suwang avoided voting on the proposal, and the non affiliated directors Zhang Songxin, Hua Xiaoning, Chen Yingge, Lin Hong and Xu Zunwu voted on it. The independent directors of the company reviewed the related party transactions in advance and expressed independent opinions.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders will avoid voting.
For details, please refer to the announcement on daily related party transactions with China Merchants Group and its subordinate enterprises (Announcement No.: 2022-05) published on cninfo.com and securities times, China Securities News, Shanghai Securities News and Securities Daily on the same day.
(IV) the proposal on daily related party transactions between the company and AVIC international and its subordinate enterprises was deliberated and adopted (10 votes in favor, 0 votes against and 0 abstention).
The board of directors agreed that in 2022, the company and its subsidiaries mainly had related party transactions with China Aviation Technology International Holdings Co., Ltd. (hereinafter referred to as “AVIC international”) and its subsidiaries, such as asset leasing or leasing, providing or receiving labor services, purchasing or selling goods. It is estimated that the total amount of new contracts in 2022 will be 664.14 million yuan, and the total amount of annual transactions will be 336.93 million yuan.
The board of directors confirmed that the total amount of the daily related party transactions between the company and AVIC international and its subordinate enterprises in 2021 is expected to be 138.42 million yuan, and the total amount of the annual transactions is 312.74 million yuan.
AVIC international holds 11.32% of the shares of the company through its wholly-owned subsidiary, China Aviation Technology Shenzhen Co., Ltd., so the transactions between the company and AVIC international and its subordinate enterprises constitute the related party transactions of the company.
When the board of directors considered the proposal, Zhang Songxin, a related director, avoided voting on the proposal. Non affiliated directors Nie liming, Liu Ning, Chen Haizhao, Wong car wha (yuan Jiahua), Xie Shuiqing, Wang suwang, Hua Xiaoning, Chen Yingge, Lin Hong and Xu Zunwu voted. The independent directors of the company reviewed the related party transaction in advance and expressed independent opinions.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders will avoid voting.
See the announcement on daily related party transactions with AVIC international and its subordinate enterprises (Announcement No.: 2022-06) disclosed by the company on cninfo.com and securities times, China Securities News, Shanghai Securities News and Securities Daily on the same day.
(V) the proposal on formulating the authorization management system of the board of directors was considered and adopted (11 votes in favor, 0 votes against and 0 abstention).
In order to further strengthen the standardization of the construction of the board of directors, improve the scientific and standardized decision-making mechanism of the company, improve the efficiency of business decision-making, enhance the vitality of enterprise reform and development, and protect the legitimate rights and interests of shareholders, the company and creditors, the board of directors agreed to formulate the authorization management system of the board of directors in accordance with the requirements of relevant regulatory laws and regulations and in combination with the actual situation of the company.
For details, please refer to the authorization management system of the board of directors published on cninfo.com on the same day.
(VI) the proposal on convening the first extraordinary general meeting of shareholders in 2022 (11 votes in favor, 0 against and 0 abstention) was considered and adopted.
According to the actual situation of the company’s operation and management, in accordance with relevant laws, regulations and the articles of association, the board of directors agreed to hold the first extraordinary general meeting of shareholders in 2022 on February 22, 2022.
For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-07) published on cninfo.com and securities times, China Securities News, Shanghai Securities News and Securities Daily on the same day.
3、 Documents for future reference
(I) resolutions of the 27th meeting of the ninth board of directors of the company;
(II) prior approval and independent opinions of independent directors on relevant matters.
It is hereby announced
China Merchants Property Operation & Service Co.Ltd(001914) board of directors
January 27, 2002
