Securities code: 001914 securities abbreviation: China Merchants Property Operation & Service Co.Ltd(001914) Announcement No.: 2022-06 China Merchants Property Operation & Service Co.Ltd(001914)
Announcement on daily related party transactions with AVIC international 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 Aviation Technology International Holding Co., Ltd. (hereinafter referred to as “AVIC international”) holds 11.32% equity of the company through its wholly-owned subsidiary, China Aviation Technology Shenzhen Co., Ltd. (hereinafter referred to as “AVIC international Shenzhen”). In order to strengthen the management of related party transactions and improve the decision-making efficiency, according to the relevant provisions on the 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) has predicted the daily related party transactions with AVIC international and its subordinate enterprises in 2022.
In 2022, the company mainly had related party transactions with AVIC international 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 664.14 million yuan, and the total amount of annual transactions will be 336.93 million yuan.
(II) decision making 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 AVIC international and its subordinate enterprises (10 votes in favor, 0 votes against and 0 abstention). Zhang Songxin, a related director, avoided voting on the proposal, and the non related directors Nie liming, Liu Ning, Chen Haizhao, Wong car wha (yuan Jiahua), Xie Shuiqing, Wang suwang, Hua Xiaoning, Chen Yingge, Xu Zunwu and Lin Hong voted on the proposal. The independent directors of the company reviewed the related party transaction in advance and expressed independent opinions.
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 new holdings of related party transactions in 2022 expected to occur from the beginning of the previous year to the disclosure date related party category content pricing principle continued related party transactions amount incurred amount incurred amount contract amount
Leased asset house lease 36020 7183 6072
income
Leased asset house lease 540 774 1015
expenditure
estate management
AVIC and its specialized market 28952 24245 19428
International and price negotiation of labor services
Determination of asset management of subordinate enterprises 2281
Business 0 163 132
trade
Other transactions of receiving labor services 60 46
Purchase goods purchase goods 532 957 2710
Selling goods selling goods 310 311 1871
Total 66414 33693 31274 2281
explain:
1. 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.
2. The statistical scope of “expected amount in 2022” in the above table includes: ① the transaction amount expected to be generated in 2022 according to specific contract terms for the expected new continuous connected transactions in 2022; 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.
3. The main contents of “property management and professional services” in the above table include basic property management and engineering maintenance.
4. The main contents of “leased assets” in the above table are: leasing commercial and four hotel properties to related parties for operation.
(IV) actual occurrence of daily connected transactions in the previous year
At the 18th meeting of the 9th board of directors of the company, it was considered and agreed that the company would cooperate with AVIC international and its subordinates in 2021
It is estimated that the total amount of new contracts for daily related party transactions between enterprises is 138.34 million yuan, and the total amount of annual transactions is 29678 million yuan
Ten thousand yuan.
The total amount of new contracts actually incurred between the company and AVIC international and its subordinate enterprises in 2021 is
138.42 million yuan, exceeding the annual estimate of 80000 yuan, accounting for 20% of the company’s latest audited net assets
0.001%； The total amount incurred in the year was 312.74 million yuan, which exceeded the annual estimate of 15.96 million yuan, accounting for 20% of the company’s total amount
0.19% of the latest audited net assets of the company.
Unit: 10000 yuan
Related party transactions actual amount of related party transactions in 2021 actual amount of related party transactions in 2021 actual increase in 2021
Amount of related party category content amount of related party accounting for similar and expected amount continuous daily related party disclosure date and index business proportion difference transaction contract amount
Rental of leased assets housing 6072 10000 13.66% – 39.28% 2835
income
Rental of leased assets 1015 1200 41.34% – 15.42% 475
expenditure
Property management 19428 16138 1.98% 20.39% 9550
Provision of labor services
AVIC international asset management 132 435 1.75% – 69.66% 15 2021-3-23 and its subordinate business cninfo enterprise Hotel consumption 0 5-100.00% 0
Accept labor service
Other transactions 46 300 0.01% – 84.67% 0
Sales merchandise sales merchandise 1871 1000 7.45% 87.10% 221
Purchase commodities purchase commodities 2710 600 0.48% 351.67% 746
Total 31274 29678 – 5.38% 13842-
When the company estimates the actual occurrence of daily related party transactions, each business unit evaluates and calculates the related party transactions, and estimates the amount of possible related party transactions if there is a large difference between the situation and the prediction.
The actual amount is determined according to the market conditions and the business cooperation progress of both parties, resulting in a certain difference between the actual amount and the expected amount.
The actual situation of the company’s independent directors on the daily related party transactions is quite consistent with the actual business situation, and there is no damage to the company and other shareholders, especially small and medium-sized shareholders. Description of differences
explain:
1. Items of “actual newly added contract amount of continuous related party transactions” and “actual amount” in the above table
The statistical caliber refers to the relevant description in the prediction of related party transactions in 2022.
2. The above-mentioned related party transactions belong to the normal business scope and are carried out on the basis of equality and mutual benefit and in accordance with the market transaction principle, without harming the interests of the company and its shareholders or affecting the independence of the company.
3. All actual amounts in 2021 referred to in this announcement are preliminary financial accounting data, which have not been audited by an accounting firm. The specific data shall be subject to the data disclosed in the company’s 2021 annual report.
2、 Related person introduction and relationship
(I) China Aviation Technology International Holding Co., Ltd
Registered address: No. 18, Beichen East Road, Chaoyang District, Beijing
Legal representative: Lai Weixuan
Registered capital: RMB 9578641714
Business scope: import and export business; storage; Investment and management of industry, hotel, property and real estate; Development, sales and maintenance of new energy equipment; Exhibition; Sales of communication equipment, computers, software and auxiliary equipment; Technical services, technology development, technical consultation, technology transfer and technology promotion; Satellite communication services; Information system integration service; Software development; Dispatch labor personnel needed for overseas projects; Sales of precursor chemicals: acetone, toluene, 2-butanone; Explosive chemicals: potassium nitrate; Other chemicals: synthetic resins, paints, auxiliary materials, coatings and other products containing flammable solvents [closed cup flash point ≤ 60 ℃], 2,4,6-trinitroxylene, 2,3-xylenol, 1,4-xylene, 1,3-xylene, 1,2-xylene, xylene isomer mixture, 5-nitro-1,3-xylene, 5-tert-butyl-2,4,6-trinitrom-xylene, 4-vinyl m-xylene, 4-nitro-1,2-xylene, 4-nitro-1,3-xylene, 3-nitro-1,2-xylene, 3,5-Xylenol, 3,4-xylenol, 2-nitro-1,3-xylene, 2,6-xylenol, 2,5-xylenol, 2,4-Xylenol. (the business license for dangerous chemicals is valid until August 16, 2024); Operating telecommunication business; Internet information services. (market entities shall independently choose business items and carry out business activities according to law; operate telecommunications services, Internet information services and projects subject to approval according to law, and carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Related relationship: AVIC international Shenzhen, a wholly-owned subsidiary of AVIC international, holds 11.32% of the shares of the company.
Main financial data of AVIC international in the latest year and issue:
Unit: 10000 yuan
Has the annual total assets, net assets, operating income and net profit been audited
December 2020 23387129 7025707 16003718 240236 yes
June 2021 26378042 7074045 8709379 200590 no
(Ⅱ)
