Securities code: 601816 securities abbreviation: Beijing-Shanghai High Speed Railway Co.Ltd(601816) Announcement No.: 2022-005
Beijing-Shanghai High Speed Railway Co.Ltd(601816)
Announcement on daily connected transactions
The board of directors and all directors of the company guarantee that the announcement does not contain any false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The daily related party transactions shall be submitted to the general meeting of shareholders of the company for deliberation. Impact of this daily connected transaction on the company: this daily connected transaction does not damage the interests of the company and minority shareholders, and will not affect the independence of the company.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Whereas Beijing-Shanghai High Speed Railway Co.Ltd(601816) (hereinafter referred to as the company and the entrusting party) and China Railway Beijing Bureau Group Co., Ltd. (hereinafter referred to as the Beijing Bureau Group Company) The entrusted transportation management contract of Beijing Shanghai high speed railway and the entrusted operation contract of commercial assets of Beijing Shanghai high speed railway passenger station signed by China Railway Jinan Bureau Group Co., Ltd. (hereinafter referred to as Jinan Bureau Group) and China Railway Shanghai Bureau Group Co., Ltd. (hereinafter referred to as Shanghai Bureau Group) have expired on December 31, 2021, In order to continuously regulate the above related party transactions, according to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, the company plans to renew the entrusted transportation management contract of Beijing Shanghai high speed railway and the entrusted operation contract of commercial assets of Beijing Shanghai high speed railway passenger station with Beijing Bureau Group, Jinan Bureau Group and Shanghai Bureau Group (hereinafter referred to as the trustee).
The company held the 12th meeting of the 4th board of directors on January 29, 2022, and deliberated and adopted the proposal on signing the entrusted transportation management contract of Beijing Shanghai high speed railway and the entrusted operation contract of commercial assets of Beijing Shanghai high speed railway passenger station with 7 affirmative votes, 0 negative votes and 0 abstention votes. The affiliated directors Liu Hongrun, Shao Changhong and Huang Guizhang avoided voting.
The audit committee of the board of directors of the company issued written audit opinions on the signing of the entrusted transportation management contract of Beijing Shanghai high speed railway and the entrusted operation contract of commercial assets of Beijing Shanghai high speed railway passenger station: the company signed the entrusted transportation management contract of Beijing Shanghai high speed railway with Beijing Bureau Group Co., Ltd., Jinan Bureau Group Co., Ltd. and Shanghai Bureau Group Co., Ltd The entrusted operation contract of commercial assets of Beijing Shanghai high speed railway passenger station constitutes a connected transaction. Based on the characteristics of the railway industry, it is necessary and reasonable to sign the above related agreement; The pricing principles or methods agreed in the agreement and its agreement are fair and reasonable, will not affect the independence of the company, and will not damage the interests of the company and shareholders, especially minority shareholders.
The independent directors of the company have approved the above related party transactions in advance and expressed independent opinions: Based on the characteristics of the railway industry and the normal business needs of the company, it is necessary and reasonable to sign related party contracts; The contract and its agreed pricing principles or methods are fair and reasonable; It will not affect the independence of the company and will not damage the company and its
He is not interested in the interests of related party shareholders, especially minority shareholders. Deliberation of the board of directors
When this proposal is made, the related directors avoid voting, and the voting procedure is legal and compliant, which is in line with the company’s regulations
The articles of association of the company and relevant laws and regulations. Agree to submit this proposal to the shareholders of the company
Consideration by the general assembly.
The entrusted transportation management contract of Beijing Shanghai high speed railway and Beijing Shanghai high speed railway were signed this time
The contract for entrusted operation of commercial assets of railway passenger stations still needs to be approved by the general meeting of shareholders, and the related shareholder China Railway Investment Co., Ltd. shall withdraw from voting.
(II) prediction and implementation of the previous daily connected transactions
The company entrusted the transportation management contract and the entrusted operation of the commercial assets of the passenger station
The forecast and execution of contract transactions are shown in the table below:
Unit: RMB 10000
The reason for the large difference between the amount generated by related parties and the actual amount
Entrusted Beijing Transportation Bureau Group Co., Ltd. to take charge of the actual work of trains, Jinan Transportation Administration Bureau Group Co., Ltd., 490000.00 353247.08, less than expected
Shanghai Bureau Group Co., Ltd
Update Beijing Bureau Group Company, appropriately transform Jinan Bureau Group Company according to priorities, and adjust the project schedule of 119000.00 71580.47 Shanghai Bureau Group Company
Total 609000.00 424827.55
Beijing commercial capital Bureau Group Co., Ltd
Produced and used by Jinan Bureau Group Company, 22500.00 19393.22
Fee income Shanghai Bureau Group Co., Ltd
Total 22500.00 19393.22
Unit: RMB 10000
The reason for the large difference between the amount of related parties and the actual amount
Entrusted Beijing Transportation Bureau Group Co., Ltd. to take charge of the actual work of trains, Jinan Transportation Administration Bureau Group Co., Ltd. 424000.00 355227.56 less than expected
Shanghai Bureau Group Co., Ltd
Update Beijing Bureau Group Company, appropriately transform Jinan Bureau Group Company according to priorities, and adjust the project schedule at 87000.00 29402.89
Total 511000.00 384630.45
Beijing commercial capital Bureau Group Co., Ltd
Produced and used by Jinan Bureau Group Company, 22500.00 20908.63
Shanghai group Revenue Bureau
Total 22500.00 20908.63
Unit: RMB 10000
Estimated 2021 actual 2021 estimated 2021 amount of related party transactions the reason for the large difference between the amount of related party in easy category and the actual amount
Beijing Bureau Group Company, Jinan Bureau Group Company entrusted with the actual impact time of the epidemic, 722204.00 383031.85 exceeded the expectation, and the actual workload of Shanghai Bureau Group Company, which is responsible for train transmission management, is less than the expectation
Update Beijing Bureau Group Company, appropriately transform Jinan Bureau Group Company according to priorities, and adjust the project schedule at 162000.00 47893.67
Total 884204.00 430925.52
Beijing commercial capital Bureau Group Co., Ltd
Produced and used by Jinan Bureau Group Company, 28430.00 21996.27
Fee income Shanghai Bureau Group Co., Ltd
Total 28430.00 21996.27
Note: the income from royalties of commercial assets is presented according to the actual amount excluding tax.
Unit: RMB 10000
Category of related party transactions related party forecast 2022 forecast 2023 forecast 2024 forecast amount
Beijing Bureau Group Corporation
Entrusted transportation administration Jinan Bureau Group Company, 633146.00 672875.00 715098.00 Shanghai Bureau Group Company
Beijing Bureau Group Corporation
Renovation of Jinan Bureau Group Company, 176598.00 185427.00 194699.00 Shanghai Bureau Group Company
Total 809744.00 858302.00 909797.00
Beijing Bureau Group Corporation
The income from the use fee of commercial assets is Jinan Bureau Group Company and 24545.36 26085.58 27722.45 Shanghai Bureau Group Company
Total 24545.36 26085.58 27722.45
Note: the income from the use fee of commercial assets shall be in accordance with the entrustment of commercial assets of Beijing Shanghai high speed railway passenger station
The tax included amount of the contract in the business contract is listed.
2、 Introduction and relationship of related parties
(I) basic information of related parties
1. China Railway Beijing Bureau Group Co., Ltd
Beijing Bureau Group Co., Ltd. was established on April 22, 1993. The company type is
Limited liability company (wholly state-owned), with a registered capital of 24895969 million yuan,
The registered address is No. 6, Fuxing Road, Haidian District, Beijing. The main business is railway passenger and freight
Transportation and related services.
2. China Railway Jinan Bureau Group Co., Ltd
Jinan Bureau Group Company was established on December 20, 1993
It is a limited liability company (solely state-owned), with a registered capital of 141690590000 people
The registered address is No. 2, Zhanqian Road, Jinan City, Shandong Province. The main business is railway passenger and freight transportation and related service business.
3. China Railway Shanghai Bureau Group Co., Ltd
Shanghai Bureau Group Co., Ltd. was established on November 15, 1994. The company type is limited liability company (wholly state-owned), with a registered capital of 398834390000 yuan and a registered address of 80 Tianmu East Road, Jing’an District, Shanghai. The main business is railway passenger and freight transportation and related service business.
(II) relationship with listed companies
The company and Beijing Bureau Group Company, Jinan Bureau Group Company and Shanghai Bureau Group Company are controlled by the same actual controller (China National Railway Group Co., Ltd.), which belongs to the affiliated relationship specified in paragraph 2 of article 6.3.3 of the stock listing rules.
(III) analysis on the execution and performance ability of similar related party transactions in the early stage Beijing Bureau Group Co., Ltd., Jinan Bureau Group Co., Ltd. and Shanghai Bureau Group Co., Ltd. are wholly state-owned enterprises with large asset scale and stable business, and the daily related party transactions with the company are delayed
