Securities code: 000961 securities abbreviation: Jiangsu Zhongnan Construction Group Co.Ltd(000961) Announcement No.: 2021-220 Jiangsu Zhongnan Construction Group Co.Ltd(000961)
Announcement on authorization of daily connected transactions in 2022
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.
1、 Application for authorization of daily connected transactions in 2022
(i) Basic information of authorization application
1. Overview of authorization application
After Jiangsu Zhongnan Construction Group Co.Ltd(000961) (hereinafter referred to as “the company”) was deliberated and approved at the ninth extraordinary general meeting of shareholders in 2020, the company accepted Zhongnan Holding Group Co., Ltd. (hereinafter referred to as “Zhongnan holding”) as the controlling shareholder of Zhongnan Urban Construction Investment Co., Ltd ）The authorized amount of daily related party transactions such as services and commodities provided by Zhongnan holdings and its related parties is RMB 5.019 billion, and the authorized amount of daily related party transactions such as engineering services provided to Zhongnan holdings and its related parties is RMB 1.632 billion. In addition, the amount of guarantee fee accepted by Zhongnan holding to provide guarantee for the financing of the company and its subsidiaries under the condition that the guarantee rate does not exceed 1% is 150 million yuan.
From January to October 2021, the actual amount of daily related party transactions such as services and commodities provided by Zhongnan holdings and its affiliates was 2.47 billion yuan, and the actual amount of daily related party transactions such as engineering services provided to Zhongnan holdings and its affiliates was 1.162 billion yuan, which did not exceed the authorized amount. Zhongnan holding provided guarantee for the financing of the company’s subsidiaries, and the actual guarantee fee charged is 18.27 million yuan, which is also within the scope of authorization.
Based on the needs of the company’s business development and considering the service level and service price of Zhongnan holdings and its related parties, the board of directors of the company decided to continue to request the general meeting of shareholders to authorize the daily operational related party transactions with Zhongnan holdings and its related parties in 2022.
In 2021, Zhongnan Yugou (Shanghai) supply chain Technology Co., Ltd. (hereinafter referred to as “Zhongnan Yugou”), a holding subsidiary newly established by Zhongnan holdings, purchased raw materials and equipment from relevant companies when receiving services from other companies of Zhongnan holdings, and transferred them to Zhongnan Yugou. The company directly accepted Jiangsu Jiangsu Zhongnan Construction Group Co.Ltd(000961) which is responsible for decoration business of Zhongnan holdings The service scale of decoration Co., Ltd. and Jinfeng global Decoration Engineering (Tianjin) Co., Ltd. is reduced. In 2022, the company plans to reduce the amount of daily connected transactions with relevant companies.
Due to the increase in the scale of projects delivered by the company, And Zhongnan service business Co., Ltd. (hereinafter referred to as “Zhongnan service”) which is responsible for property service business ）Promote the continuous improvement of the service capacity after the listing of the Hong Kong stock exchange. In 2022, the company plans to continue to accept Zhongnan service and its subsidiaries to provide property services for the real estate projects developed by the company and expand the provision of sales agency services for some products. Therefore, it plans to increase the daily connected transaction amount with relevant companies in 2022.
Due to the reduction of government and social capital cooperation projects participated by the company, the company expects that the service scale of Beijing urban construction Zhongnan Civil Engineering Group Co., Ltd. (hereinafter referred to as “Zhongnan civil”) and its subsidiaries, which accept Zhongnan holding to be responsible for infrastructure construction business, will decrease. In 2022, the company plans to reduce the daily amount of related party transactions with relevant companies.
Due to the increased demand of the company for purchasing relevant products and power equipment services from Nantong Zhongnan Industrial Investment Co., Ltd. and its subsidiaries, the company plans to separately list the daily connected transaction quota with relevant companies in 2022.
The above-mentioned professional subsidiaries of Zhongnan holdings will continue to purchase the raw materials and equipment purchased from independent third parties when providing services to the company. Therefore, the company plans to separately list the daily connected transaction limit with Zhongnan Yugou in 2022.
In addition, Zhongnan hi tech Industrial Group Co., Ltd. (hereinafter referred to as “Zhongnan hi tech”) is responsible for the industrial park business of Zhongnan holdings, which undertakes the construction business of the company , there are more and more industrial parks developed by the former Shanghai Zhongnan Jinshi Enterprise Management Co., Ltd.) and its subsidiaries. In 2022, the company plans to moderately increase the amount of daily related party transactions with relevant companies. At the same time, the construction scale of Suzhou Zhongnan center project invested by Suzhou Zhongnan center investment and Construction Co., Ltd., the holding related party of Zhongnan, undertaken by the company, has increased rapidly, In 2022, the company separately listed the daily connected transaction limit with the company.
With the prior consent of all independent directors, the board of directors of the company decided to apply to the general meeting of shareholders for the authorization amount of daily connected transactions such as property, engineering construction services, labor services and commodities provided by Central South holdings and its affiliates in 2022, and the authorization amount of daily connected transactions such as engineering services and labor services provided to Central South holdings and its affiliates in 2022 was 2.300 billion yuan. In addition, Zhongnan holdings will continue to accept the guarantee provided by Zhongnan holdings for the financing of the company and its subsidiaries under the condition that the guarantee rate does not exceed 1%, and the cumulative guarantee fee will not exceed 100 million yuan in 2022.
2. Procedures for consideration of authorization applications
In 2022, it plans to accept the application amount of daily connected transaction authorization of Zhongnan holdings and its related parties of RMB 4.915 billion, accounting for 17.12% of the shareholders’ equity of the company to the shareholders of the listed company in 2020; It is proposed to provide Zhongnan holdings and its related parties with daily authorization of related party transactions, with an application amount of 2.300 billion yuan, accounting for 8.01% of the shareholders’ equity of the company to the shareholders of the listed company in 2020; The authorized amount of guarantee fee provided by Zhongnan holding is RMB 100 million, accounting for 0.35% of the shareholders’ equity of the company’s audited shareholders of the listed company in 2020. In accordance with the Listing Rules of Shenzhen Stock Exchange and other relevant provisions, relevant matters need to be submitted to the general meeting of shareholders for deliberation. The board of directors has obtained the prior approval of all independent directors before considering relevant matters.
At the 22nd Meeting of the 8th board of directors, the company agreed to submit relevant matters to the general meeting of shareholders for deliberation with 4 affirmative votes, 0 negative votes and 0 abstention. Related directors Chen Jinshi, Chen Yuhan, Xin Qi, Tang Xiaodong, Hu Hongwei, Cao Yongzhong and Shi Jinhua avoided voting. The independent directors of the company unanimously agreed and expressed independent opinions. For details, please refer to the announcement on the resolution of the 22nd Meeting of the 8th board of directors disclosed in China Securities News, Shanghai Securities News, securities times, Securities Daily, Shenzhen Stock Exchange website and cninfo.com on December 15, 2021 Independent opinions of independent directors on matters related to the 22nd Meeting of the 8th board of directors.
The board of directors decided to convene the seventh extraordinary general meeting of shareholders in 2021 to consider relevant matters. When relevant matters are considered at the general meeting of shareholders, Zhongnan holdings and its related shareholders must withdraw from voting.
（2） Application limit for authorization of daily connected transactions in 2022
Related party transaction type related party transaction content pricing principle 2022 daily related party transaction quota 2021 daily related party transaction quota (10000 yuan) (10000 yuan)
Jiangsu Jiangsu Zhongnan Construction Group Co.Ltd(000961) Decoration Co., Ltd. 100000153000 Jinfeng global Decoration Engineering (Tianjin) Co., Ltd. 1000015000 Zhongnan service and its subsidiaries 9000076590 accept the property provided by Zhongnan civil engineering and its subsidiaries, 1000000194000 property and engineering construction provided by Zhongnan holding group (Shanghai) Asset Management Co., Ltd. and its subsidiaries open bidding for engineering construction services, 25002500 services, labor services and commodities, Nantong Zhongnan Business Development Co., Ltd. and its subsidiaries service, labor services and market pricing 2500020000, etc. Nantong Zhongnan Industrial Investment Co., Ltd. and its subsidiaries 34000 commodities, etc
Zhongnan Yugou 11000040800 related parties of Zhongnan holdings other than the above entities 20000
Total 491500501890
Zhongnan hi tech and its subsidiaries 15000013000 sold goods and invited public bidding to Suzhou Zhongnan center investment and Construction Co., Ltd., a related party seller, for 50000
The related parties of Zhongnan holdings other than the above-mentioned entities provide engineering services with market pricing of 33200 services, labor services, labor services, etc
Total 230000163200
three
（3） Actual occurrence of daily connected transactions from January to October 2021
Pricing principle of related party transactions related party transactions authorized in 2021 index of the difference between the amount from January to October 2021 and the business proportion (%) of the amount from January to October 2021 of the same kind and the amount of the disclosure date and type limit (RMB 10000) and the annual authorized amount (RMB 10000)
Jiangsu Jiangsu Zhongnan Construction Group Co.Ltd(000961) Decoration Co., Ltd. 15300028981.8911 73%-124,018
Jinfeng global Decoration Engineering (Tianjin) Co., Ltd. 150003582.751.45% – 11417
Zhongnan Service Commerce Co., Ltd. and its subsidiaries
