China Securities Co.Ltd(601066)
Verification opinions on Beijing-Shanghai High Speed Railway Co.Ltd(601816) signing the entrusted transportation management contract of Beijing Shanghai high speed railway, the entrusted operation contract of commercial assets of Beijing Shanghai high speed railway passenger station and related party transactions
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “sponsor”) as a sponsor of Beijing-Shanghai High Speed Railway Co.Ltd(601816) (hereinafter referred to as “the company”) in the continuous supervision stage of initial public offering and listing of shares, in accordance with the administrative measures for securities issuance and listing sponsor business and the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as “Stock Listing Rules”) The guidelines for the continuous supervision of listed companies on the Shanghai Stock Exchange and the guidelines for the implementation of related party transactions of listed companies on the Shanghai Stock Exchange are applicable to Beijing-Shanghai High Speed Railway Co.Ltd(601816) company and China Railway Beijing Bureau Group Co., Ltd. (hereinafter referred to as “Beijing Bureau Group Company”) 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”) signed the entrusted transportation management contract of Beijing Shanghai high speed railway, the entrusted operation contract of commercial assets of Beijing Shanghai high speed railway passenger station and related party transactions (hereinafter referred to as “this related party transaction”) Careful verification has been carried out. The specific verification conditions are as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
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 the company with Beijing Bureau Group Company, Jinan Bureau Group Company and Shanghai Bureau Group Company have expired on December 31, 2021. In order to continuously standardize the above related transactions, according to the relevant provisions of the stock listing rules, 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 entrusted party).
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 signed the entrusted transportation management contract of Beijing Shanghai high speed railway and the entrusted transportation management contract of Beijing Shanghai high speed railway
Written review opinions have been issued on the entrusted operation contract of commercial assets of high-speed railway passenger station: the company and Beijing Bureau
Group Co., Ltd., Jinan Bureau Group Co., Ltd. and Shanghai Bureau Group Co., Ltd. signed the Beijing Shanghai high speed railway
The entrusted transportation management contract and the entrusted operation contract of commercial assets of Beijing Shanghai high speed railway passenger station constitute related party transactions.
Based on the characteristics of the railway industry, it is necessary and reasonable to sign the above related agreement; Agreement and agreed
The pricing principle or method is fair and reasonable, will not affect the independence of the company, and will not damage the company and shareholders
Especially the interests of minority shareholders.
The independent directors of the company have approved the above related party transactions in advance and expressed independent opinions: Based on the railway bank
It is necessary and reasonable to sign related party contracts due to the characteristics of the company and the normal operation needs of the company; Contracts and covenants
The fixed pricing principle or method is fair and reasonable; It will not affect the independence of the company and will not damage the company and others
The interests of non related party shareholders, especially minority shareholders. When the board of directors deliberates this proposal, the related directors withdraw
Voting and voting procedures are legal and comply with the provisions of the articles of association and relevant laws and regulations. Agree to this proposal
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
The entrusted transportation management contract of Beijing Shanghai high speed railway and the commercial assets of Beijing Shanghai high speed railway passenger station were signed this time
The entrusted operation contract still needs to be approved by the general meeting of shareholders, and the affiliated shareholder China Railway Investment Co., Ltd. shall withdraw
vote.
(II) prediction and implementation of the previous daily connected transactions
Prediction and execution of the company’s previous entrusted transportation management contract and entrusted operation contract of passenger station commercial assets
The row is shown in the following table:
Unit: RMB 10000
The reason for the large difference between the actual amount of related party transactions in 2019 and the actual amount of category related parties
Beijing Transportation Bureau Group Co., Ltd., Jinan Railway Administration Bureau Group Co., Ltd. and Shanghai 490000.00 353247.08 are entrusted to take charge of the actual workload of trains
Bureau Group Company
Update the project schedule of Beijing Bureau Group Co., Ltd. and Shanghai 119000.00 71580.47 Group Co., Ltd. according to the priorities
Bureau Group Company
Total 609000.00 424827.55
Commercial assets Beijing Bureau Group Co., Ltd
Royalties received from Nanju group, Shanghai 22500.00 19393.22
Joining group company
Total 22500.00 19393.22
Unit: RMB 10000
Reasons for the large difference between the estimated 2020 actual 2020 amount of related party transactions and the actual amount of related parties
Entrusted Beijing Transportation Bureau Group Co., Ltd., Jinan Railway Bureau Group Co., Ltd. to manage the actual workload of trains, and Shanghai 424000.00 355227.56 less than expected
Bureau Group Company
Update the schedule of the whole project of Beijing Bureau Group Co., Ltd., Jinan Bureau Group Co., Ltd. and Shanghai 87000.00 29402.89
Bureau Group Company
Total 511000.00 384630.45
Commercial assets Beijing Bureau Group Co., Ltd
Royalties received from Nanju Group Co., Ltd. and Shanghai 22500.00 20908.63
Joining group company
Total 22500.00 20908.63
Unit: RMB 10000
Reasons for the large difference between the estimated amount of related party transactions in 2021 and the actual amount of related parties in 2021
The actual impact time of the entrusted transportation Beijing Bureau Group Company and the economic epidemic situation exceeded the expectation of the South Bureau Group Company and Shanghai 722204.00 383031.85, and the actual work volume of the group company of the Railway Bureau was less than the expectation
Update the schedule of Beijing Bureau Group Co., Ltd. and Shanghai Bureau Group Co., Ltd. and Shanghai 162000.00 47893.67 project according to priorities
Bureau Group Company
Total 884204.00 430925.52
Commercial assets Beijing Bureau Group Co., Ltd
Royalties received from Nanju group, Shanghai 28430.00 21996.27
Joining group company
Total 28430.00 21996.27
Note: the income from royalties of commercial assets is presented according to the actual amount excluding tax.
(III) estimated amount and category of daily connected transactions
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
Update Beijing Bureau Group Company
Transform 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 includes tax according to the contract of entrusted operation contract of commercial assets of Beijing Shanghai high speed railway passenger station
Amount 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 (state-owned)
