Securities code: 001914 securities abbreviation: China Merchants Property Operation & Service Co.Ltd(001914) Announcement No.: 2022-05 China Merchants Property Operation & Service Co.Ltd(001914)
Announcement on daily related party transactions with China Merchants Group and its 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 major omissions.
1、 Basic information of daily connected transactions
(I) overview of related party transactions
China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) (hereinafter referred to as ” China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) “) is the controlling shareholder of the company, and China Merchants Group Co., Ltd. (hereinafter referred to as “China Merchants Group”) is the actual controller of the company. In order to strengthen the management of related party transactions and improve decision-making efficiency, according to the relevant provisions on daily related party transactions of Listed Companies in the stock listing rules of Shenzhen Stock Exchange and in combination with the actual operation of the company, the company (including its subsidiaries, the same below) increases the estimated amount of daily related party transactions of commodities purchased with China Merchants Group and its subsidiaries in 2021, It also forecasts the daily related party transactions with the above-mentioned related parties in 2022.
1. Increase the basic information of the estimated amount of commodity related party transactions purchased in 2021
The 2020 annual general meeting of shareholders held by the company on April 23, 2021 deliberated and approved the proposal on daily related party transactions between the company and China Merchants Group and its subordinate enterprises. It is estimated that the total amount of new contracts for daily related party transactions between the company and China Merchants Group and its subordinate enterprises in 2021 is 237918 million yuan, and the total amount of annual transactions is 2511.03 million yuan, Among them, it is estimated that the total amount of new contracts for commodity related transactions is 20 million yuan, and the total amount of annual transactions 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, That is, in 2021, the total amount of newly added contracts for commodity related transactions between the company and the above-mentioned related parties was 57.03 million yuan, and the total amount of annual transactions was 41.87 million yuan, 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.
2. Basic information of daily connected transactions in 2022
In 2022, the company mainly had related party transactions with China Merchants Group and its subordinate enterprises, such as renting out or renting in assets, providing or receiving labor services, purchasing or selling goods. It is estimated that the total amount of new contracts in 2022 will be 3831.81 million yuan, and the total amount of annual transactions will be 3178.02 million yuan.
(II) review procedure
On January 26, 2022, the 27th meeting of the ninth board of directors of the company deliberated and adopted the proposal on daily connected transactions between the company and China Merchants Group and its subordinate enterprises (5 votes in favor, 0 votes against and 0 abstention). Affiliated directors Nie liming, Liu Ning, Chen Haizhao, Wong car wha (yuan Jiahua), Xie Shuiqing and Wang suwang avoided voting on this proposal, and non affiliated directors Zhang Songxin, Hua Xiaoning, Chen Yingge, Xu Zunwu and Lin Hong voted on this proposal. 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 shareholder China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and Shenzhen merchants Real Estate Co., Ltd. will avoid voting.
This connected transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
(III) estimated category and amount of daily connected transactions
Unit: 10000 yuan
Related party transactions related party transactions newly increased holdings in 2022 the amount of pre payment for the previous year in 2022 from the beginning of the year to the disclosure of the content pricing principle of easy category related parties the total amount of continuous related party transactions is the same as the amount on the day
Rental investment China Merchants Group Housing rental income according to the market
Input price negotiation of production and subordinate enterprises 0 397 0
determine
China Merchants Group according to market 0 560 6
Negotiation on the rental price of leased assets and subordinate enterprises
Production China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and output determination 2122 1555 417
Affiliated enterprises
China Merchants Group according to market 7474 28701 9890
Property management and price negotiation with subordinate enterprises 4037
Providing labor China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and professional services 347839 240446 105280
Subordinate enterprises
China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and asset management services according to the market
Business price negotiation of subordinate enterprises 5038 4673 2638
determine
Other transactions of China Merchants Group according to market 500 1209 27
Accept the price negotiation of labor and subordinate enterprises
Business China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and entrusted management and determination 449 632 715
Other subordinate enterprises
China Merchants Group according to market 259 1462 206
Negotiation on the purchase price of goods by buyers and subordinate enterprises
Product China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and confirmation 5000 6401 4981
Affiliated enterprises
China Merchants Group according to market 8000 25266 4756
Price negotiation of goods sold by sellers and subordinate enterprises
Product China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and determination 6500 6500 1742
Affiliated enterprises
Total 383181 317802 130658 4037
explain:
1. The daily connected transactions between the company and China Merchants Group and its subsidiaries mainly involve China Merchants Group and its subsidiaries ( China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and its subsidiaries are excluded), China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and its subsidiaries.
“China Merchants Group and its subordinate enterprises” in the above table refers to China Merchants Group and its subordinate enterprises ( China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and its subordinate enterprises are excluded).
2. In the above table, “contract amount of new continuous related party transactions in 2022” is the total amount of continuous related party transactions expected to be signed with the above related parties during 2022. Such transactions require a certain period of contract performance, and some contracts may need to be completed for several years from 2022. There is no definite amount agreed in some contracts. The company estimates the upper limit of the amount according to the contents of the contract, and there may be differences between the actual settlement amount and the estimated amount.
3. The statistical scope of “expected amount in 2022” in the above table includes: ① the transaction amount expected to be generated in 2022 by the new continuous connected transactions in 2022 according to the specific contract terms; ② For the continuous connected transactions that have signed contracts in previous years and continue to be performed until 2022, the transaction amount will be generated in 2022 according to the specific contract terms.
4. The main contents of the company’s “property management and professional services” in the above table include basic property management, as well as specialized services such as facility management, case and field marketing, real estate brokerage, construction technology services and dry cleaning; “Asset management services” refers to the provision of operation and management services to commercial properties.
5. The main content of “purchase goods” in the above table is the parking space sales business provided by the company’s subordinate enterprises for China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) subordinate enterprises.
6. The main content of the company’s “sales of goods” in the above table is that the company’s subordinate enterprise Shenzhen merchants Jiahui Technology Co., Ltd. directly purchases goods for resale, and provides procurement services for China Merchants Group and its subordinate enterprises through the online trading platform.
(IV) actual occurrence of daily connected transactions in the previous year
The 2020 general meeting of shareholders of the company reviewed and approved the cooperation between the company and China Merchants Group and its subordinate enterprises in 2021
It is estimated that the total amount of new contracts for daily related party transactions is 2379180000 yuan, and the total amount of annual related party transactions is 2511030000 yuan
Yuan.
The total amount of newly added contracts actually incurred between the company and China Merchants Group and its subordinate enterprises in 2021 is
2247.93 million yuan, with a total annual amount of 1306.58 million yuan, which did not exceed the expected amount.
Unit: 10000 yuan
Related party transactions actual amount of related party transactions in 2021 actual amount of related party transactions in 2021 actual amount of related party transactions in 2021 actual new disclosure date and category amount of related party transactions in 2021 proportion of amount of similar business and expected amount
Contract amount of proportional difference transaction
China Merchants Group 0 25 0.00% – 100.00% 1
Leased assets and house leasing of subordinate enterprises
China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and income 0.00% – 10
Affiliated enterprises
China Merchants Group 6 143 0.22% – 95.80% 2781
Leased assets and house leasing of subordinate enterprises
China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and expenditure 417 2576 14.37% – 83.81% 336
Affiliated enterprises
China Merchants Group 9890 26760 1.01% – 63.04% 14152
And subordinate enterprise property management
Providing labor China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and business 105280 190269 10.72% – 44.67% 176781
Affiliated enterprises
China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and asset management 2638 13500 35.03% – 80.46% 2107 2021-3-23 subordinate enterprise business tide information network
Other transactions of China Merchants Group 27 1530 0.00% – 98.24% 1256
And subordinate enterprises
Receiving labor China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and entrusted management
Subordinate enterprises and others 715 300 0.13% 138.33% 20
China Merchants Group 206 18.93% 2538
Purchase of goods and goods purchased by subordinate enterprises 5187 0.00%
China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and 4981 6.94% 5165
Affiliated enterprises
China Merchants Group 4756 12000 0.04% – 60.37% 146
Sales of goods and goods sold by subordinate enterprises
