Securities code: 003013 securities abbreviation: Guangzhou Metro Design & Research Institute Co.Ltd(003013) Announcement No.: 2022-007 Guangzhou Metro Design & Research Institute Co.Ltd(003013)
Announcement on the progress of signing daily business contracts and related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. Conditions for the effectiveness of the contract: it shall come into force on the date when the legal representatives of both parties or their entrusted agents sign and affix the official seal (or special seal for contract).
2. The contract performance cycle is long, and there are risks that may affect the project progress due to uncertain factors such as force majeure, engineering change and environmental change. The company will recognize the revenue according to the progress of contract implementation.
3. The successful performance of the contract will have a positive impact on the operating performance of the company in this year and in the future.
4. The contract amount is provisional, and the final contract price will be adjusted and settled according to the actual performance of the project and the budget approved by the government department according to the billing principles agreed in the contract. There is a risk that the final settlement price is inconsistent with the contract amount.
5. The signing of this contract constitutes a connected transaction.
1、 Overview of contract signing and related party transactions
The announcement on the disclosure of related party transactions (hereinafter referred to as “announcement on the day-to-day transaction No.: 202031-202031”) and the announcement on the disclosure of related party transactions (hereinafter referred to as “announcement on the day-to-day transaction No.: 202031-202031”) were signed on August 15, 2028 respectively, The consortium formed by the company, China Railway Design Group Co., Ltd. (hereinafter referred to as “China Railway Design”) and China Railway Shanghai Design Institute Group Co., Ltd. (hereinafter referred to as “Shanghai Railway Institute”) is the winning bidder of the “Nansha Zhuhai (Zhongshan) intercity preliminary deepening research project”, with a total winning price of 27097857847 yuan; Guangzhou Metro Group Co., Ltd. has signed the contract document of Nansha Zhuhai (Zhongshan) intercity preliminary deepening research project and the Consortium Agreement with the company, China Railway Design and Shanghai Railway Institute. The total contract price is tentatively set at 2684375784700 yuan, including 25397805932 yuan for the company and 871152676 yuan for China railway design, a member of the consortium, The contract cost of Shanghai Railway Institute is 5747992390 yuan.
Recently, the company received the preliminary deepening research contract of Nansha Zhuhai (Zhongshan) intercity station complex synchronous implementation project (hereinafter referred to as “the contract”) signed between Guangzhou Metro Group Co., Ltd. and the company, China Railway Design and Shanghai Railway Institute. The total contract price is tentatively set at 2.541 million yuan, which are the contract expenses of the company. All contracts of the bid winning project “Nansha Zhuhai (Zhongshan) intercity preliminary deepening research project” have been signed. Party A of this contract, Guangzhou Metro Group Co., Ltd., is the controlling shareholder of the company. According to paragraph (I) of article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Guangzhou Metro Group Co., Ltd. is the affiliated legal person of the company, and the signing of this contract constitutes a connected transaction.
The daily related party transactions of the company in 2021 are expected to have been deliberated and approved by the board of directors and the general meeting of shareholders, in which the related directors and related shareholders avoid voting, the independent directors have issued their independent opinions approved and agreed in advance, and the sponsor has issued verification opinions. The amount of the bid winning project has been included in the expected contract amount of daily related party transactions in 2021. For details, please refer to the announcement on confirmation of related party transactions in 2020 and prediction of daily related party transactions in 2021 (Announcement No.: 2021-017), announcement on resolutions of the 19th meeting of the first board of directors (Announcement No.: 2021-014) and announcement on confirmation of related party transactions in 2020 and prediction of daily related party transactions in 2021 disclosed by the company on March 10, 2021 and April 20, 2021 respectively Announcement on resolutions of the general meeting of shareholders in 2020 (Announcement No.: 2021-024).
The signing of this contract belongs to the daily business related party transaction. This related party transaction does not constitute the major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, does not constitute the reorganization and listing, and does not need to be approved by relevant departments.
2、 Introduction to related party counterparties
(I) basic information
1. Company Name: Guangzhou Metro Group Co., Ltd
2. Unified social credit Code: 91440101190478645g
3. Registered capital: 58425396737 yuan
4. Legal representative: Ding Jianlong
Type: solely state-owned limited liability company
6. Business scope: Civil Engineering and construction industry (for specific business items, please log in to Guangzhou commercial subject information publicity platform for inquiry. For projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments)
7. Registered address and main office location: block a, Wansheng Plaza, No. 1238, Xingang East Road, Haizhu District, Guangzhou
8. Historical evolution: it was established on November 21, 1992, formerly known as Guangzhou Metro Corporation. In 2015, it was restructured into a wholly state-owned limited liability company. On June 30, 2015, its name was changed from “Guangzhou Metro Corporation” to “Guangzhou Metro Group Co., Ltd.”.
9. Development status of main businesses in recent three years: the development status of main businesses in recent three years is good.
10. Major shareholders and actual controllers: Guangzhou Municipal People’s government holds 100% equity of Guangzhou Metro Group Co., Ltd. Guangzhou SASAC performs the responsibilities of investor on behalf of Guangzhou Municipal People’s Government under the authorization of Guangzhou Municipal People’s government, and is the actual controller of Guangzhou Metro Group Co., Ltd.
(II) main financial data
As of December 31, 2020, Guangzhou Metro Group Co., Ltd. had total assets of 460677251500 yuan and net assets of 250021677000 yuan; In 2020, the operating income was 12891.2408 million yuan and the net profit was 229.9539 million yuan (the caliber of the consolidated statements has been audited).
As of September 30, 2021, the net assets of Guangzhou Metro Group Co., Ltd. were 264235862900 yuan (the consolidated statements were Unaudited).
(III) relationship
Guangzhou Metro Group Co., Ltd. directly holds 77.75% equity of the company and is the controlling shareholder of the company. According to paragraph (I) of article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange, Guangzhou Metro Group Co., Ltd. is an affiliated legal person of the company.
(IV) similar transactions
Similar transactions between the company and Guangzhou Metro Group Co., Ltd. (calculated by the merger of enterprises controlled by the same actual controller) occurred in 2018, 2019 and 2020, and the amount of revenue recognized was 590814900 yuan, 455640900 yuan and 4094105 yuan respectively, accounting for 40.00%, 27.71% and 21.89% of the total operating revenue of the company in that year.
(V) performance capability analysis
Guangzhou Metro Group Co., Ltd. is not a dishonest executee, with good credit status. The project construction funds come from financial funds, with strong payment ability and the ability to perform contractual obligations.
3、 Pricing policy and basis of related party transactions
The related party transaction project is obtained through public bidding. The company mainly provides planning consulting services such as preliminary in-depth research for the project, which belongs to the daily sales business of the company. This related party transaction complies with the relevant requirements of relevant national laws, regulations and normative documents. The bidding procedures and results are open and fair, and the transaction method is fair. The transaction price is determined by the public bidding procedure, and the pricing is reasonable and fair. There is no behavior of using the relationship of related parties to damage the interests of listed companies, There is also no situation that damages the legitimate interests of the company or transfers interests to affiliated companies.
4、 Main contents of related party transaction contract
The main contents of the preliminary deepening research contract for the synchronous implementation project of Nansha Zhuhai (Zhongshan) intercity station complex are as follows:
1. Contract subject
Party A (entrusting party): Guangzhou Metro Group Co., Ltd
Party B (trustee): (Master) Guangzhou Metro Design & Research Institute Co.Ltd(003013)
(Cheng) China Railway Design Group Co., Ltd
(Cheng) China Railway Shanghai Design Institute Group Co., Ltd
2. Project name:
Simultaneous implementation project of Nansha Zhuhai (Zhongshan) intercity station complex
3. Service scope and work content
(1) Two station complexes are set for the intercity line of Guangdong Hong Kong Macao Dawan district (Nansha Zhuhai (Zhongshan) intercity), and all the preliminary deepening research work of the project is carried out simultaneously;
(2) Coordinate and cooperate with the preliminary deepening research unit of the depot (parking lot) and other units to ensure the feasibility and economic rationality of the comprehensive development of the station complex and the upper cover;
(3) In the early stage, deepen the research on the overall EPC management, etc.
4. Division of work of the Consortium
The company undertakes all the work contents of the contract project, and the relevant contract expenses shall be settled by Party A and the consortium sponsor. Party A does not need to pay expenses to the consortium members.
5. Total working cycle
Party A’s written notice shall prevail for the service period of 2 years.
6. Contract price
The total service fee of this contract is RMB 2541000, which is the contract fee of the company.
7. Payment method
The specific expenses of the contract shall be paid in stages in proportion according to the payment principles and terms agreed in the contract.
8. Settlement method
It shall be adjusted according to the charging principle and reward and punishment agreed in the contract. The final settlement of this contract shall be subject to the amount approved by the government’s final audit department.
9. Main rights and obligations of all parties
Party A shall pay the contract price to Party B on time in accordance with the provisions of the contract;
Party B shall organize the personnel of the project team to complete the technical service according to the work outline, personnel division arrangement, schedule and the time and requirements agreed in the contract.
10. Effective conditions: it shall take effect from the date when the legal representatives of both parties or their entrusted agents sign and affix the official seal (or special seal for contract).
11. Time limit for performance
From the effective date of the contract until both parties have fulfilled their obligations under the contract.
12. Main liabilities for breach of contract
(1) If Party A fails to pay the contract price to Party B on time in accordance with the provisions of the contract, it shall be deemed as breach of contract (except for delayed payment due to Party B’s failure to provide legal and valid invoices and payment application letters of the same amount), and Party A shall pay liquidated damages at 0.02% of the unpaid contract price payable in the current period for each overdue day.
(2) If Party B fails to submit the project research results (including the first draft, process documents and final draft, etc.) to Party A without justified reasons, it shall be deemed as a breach of contract. For each overdue day, Party A has the right to require Party B to pay liquidated damages according to 0.02% of the total tax included in the contract. If it is overdue for 10 working days, Party A has the right to unilaterally terminate the contract. At this time, Party B must return the service fee collected to Party A in full, and Party A has the right to require Party B to compensate for the losses.
(3) Party A and Party B shall perform this contract in good faith and in full. In case of breach of contract, Party A and Party B shall compensate the other party for all losses caused thereby.
13. Others
The contract document has made clear and specific provisions on the specific payment method, service quality requirements, contract change, liability for breach of contract, dispute resolution and other terms, as well as the main work content and technical requirements.
5、 The purpose of related party transaction contract and its impact on Listed Companies
Guangzhou Metro Group Co., Ltd. is the main investment and construction subject of the intercity line project in Dawan District, Guangdong, Hong Kong and Macao. It is also the investment and construction subject of Guangzhou urban rail transit project. It has a large number of procurement needs such as survey, design and planning consulting. As a national enterprise engaged in survey, design, planning consulting and other businesses in the field of rail transit, the company is headquartered in Guangzhou, Undertaking rail transit business in Guangzhou and related party transactions with Guangzhou Metro Group Co., Ltd. are necessary and inevitable for normal production and operation, which is of positive significance to the development of the company and beneficial to the interests of all shareholders of the company. The business of the company is independent, with independent and complete business system and market-oriented independent operation ability. There is no related party transaction that solely depends on the controlling shareholder in terms of operating income and operating profit. The related party transaction project is obtained through public bidding and belongs to the daily production and operation business of the company. The related party transaction is necessary and reasonable. The related parties have the ability to perform and pay. The price of the related party transaction is reasonable and fair, which does not affect the operation independence of the company and does not have significant dependence on the related parties, Nor will it harm the interests of the company and minority shareholders.
According to the reply of the national development and Reform Commission on the construction planning of Intercity Railway in Guangdong Hong Kong Macao Dawan district (FGJ [2020] No. 1238) in August 2020 and the requirements of the governments of Guangdong Province, Guangzhou, Zhuhai and Zhongshan, the project aims to accelerate the integration of cities on the West Bank of the Pearl River in Guangdong Hong Kong Macao Dawan district and build a 1-hour rail life service commuter circle from Guangzhou to Zhongshan and Zhuhai, It will help promote the coordinated development of large regional economies. The winning project conforms to the strategic layout of the company’s main business, which can further consolidate the company’s competitiveness and market share in the intercity engineering consulting market in Guangdong, Hong Kong and Macao Dawan District, and is conducive to the company’s technological innovation and experience accumulation in the fields of intercity business and the development of rail transit station complex.
The total contract cost of the company is 2.541 million yuan, accounting for 0.14% of the audited operating revenue of the company in 2020. If the contract is successfully performed, it is expected to have a positive impact on the operating revenue and operating profit of the company in relevant years.
This connected transaction is conducive to promoting the development and implementation of the counterparty’s engineering construction projects.
6、 Accumulated various connected transactions with the connected person
From the beginning of 2022 to the disclosure date, in addition to the related party transaction contracts disclosed in this announcement, the total amount of newly signed related party transaction contracts between the company and Guangzhou Metro Group Co., Ltd. (including other related parties controlled by the same subject or controlled by each other) is 2.8562 million yuan.
7、 Risk tips
1. The contract performance period is long, and there are risks that may affect the project progress due to uncertain factors such as force majeure, engineering change and environmental change. The company will recognize the revenue according to the progress of contract implementation.
2. The contract amount is provisional, and the final contract price will be based on the actual performance of the project and the budget approved by the government department according to the billing principle agreed in the contract
