Securities code: 000961 securities abbreviation: Jiangsu Zhongnan Construction Group Co.Ltd(000961) Announcement No.: 2021-221 Jiangsu Zhongnan Construction Group Co.Ltd(000961)
Announcement on related party transactions of directors, supervisors and senior managers purchasing the company’s housing products
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、 Basic information on related party transactions of directors, supervisors and senior managers purchasing the company’s housing products
(i) Overview
1. Related natural person Ms. Hu Lingli’s house purchase
The resolution of the board of directors agrees that the company’s directors Vice President Hu Hongwei, the daughter of Ms. Hu Lingli (ID number: 320684XXXXXXXXXXX5) purchased a commercial house with a floor area of 132.5 yuan in Nantong Haimen langyuan project, which was purchased by Nantong Ding Jia Real Estate Co., Ltd, which is a subsidiary of the company’s 50% shareholding. The housing price is determined according to the market price and the purchase terms are the same as those of the ordinary buyers. The purchase price is 2 million 730 thousand yuan.
2. Authorization of directors, supervisors and senior managers to purchase the company’s housing products
The resolution of the board of directors is submitted to the general meeting of shareholders for deliberation. The directors, supervisors and senior managers of the company, Chen Jinshi, Chen Yuhan, Xin Qi, Tang Xiaodong, Hu Hongwei, Cao Yongzhong, Shi Jinhua, Qian Jun, Zhao Guixiang, Zhang Jianbing, Liang Jie and their immediate family members will purchase the housing products developed by the company within a total amount of 95 million yuan in 2022, and the purchase price will be determined according to the market price, The purchase conditions will be consistent with ordinary buyers. The company shall timely report the implementation of relevant transactions to the board of directors and the general meeting of shareholders.
The aforementioned 2.73 million yuan for Ms. Hu Lingli to purchase the real estate of Nantong Haimen langyuan project will not be included in the amount of 95 million yuan.
The above matters do not constitute the major asset reorganization and listing stipulated in the measures for the administration of major asset reorganization of listed companies, and do not need to be approved by relevant departments.
3. Review procedures of related party transactions
The 22nd Meeting of the 8th board of directors of the company deliberated and adopted related party transactions 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 authorization of directors, supervisors and senior managers to purchase the company’s housing products submitted to the general meeting of shareholders for deliberation has been approved by all independent directors in advance before being submitted to the board of directors for deliberation.
The independent directors of the company unanimously agreed on the above matters 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 the authorization of directors, supervisors and senior managers to purchase the company’s housing products. When relevant matters are considered at the general meeting of shareholders, the affiliated shareholders shall withdraw from voting.
（2） Application limit for authorization of related party transactions to purchase the company’s housing products
1. Related party transaction type: Sales of products to related parties.
2. Related persons: directors, supervisors and senior managers of the company, Chen Jinshi, Chen Yuhan, Xin Qi, Tang Xiaodong, Hu Hongwei, Cao Yongzhong, Shi Jinhua, Qian Jun, Zhao Guixiang, Zhang Jianbing, Liang Jie and their immediate family members.
3. Content of related party transactions: Sales of housing products.
4. Pricing principle of related party transactions: determined according to the market price, the purchase conditions will be consistent with those of ordinary buyers.
5. Transaction limit: 95 million yuan.
6. Amount incurred in 2021: in the past 12 months, supervisor Zhao Guixiang purchased two parking spaces in Nantong Haimen Huguang yingyue developed by Nantong Jinlv Real Estate Co., Ltd., a wholly-owned subsidiary of the company, at the market price, with a transaction amount of RMB 132000.
7. No related party transactions of the same type occurred in 2020.
2、 Introduction to related persons and related relationships
1, Hu Lingli, female, ID number: 320684XXXXXXXXXXX5, the director of the company, deputy general manager Mr. Hu Hongwei’s daughter.
2, Chen Jinshi, male, ID number: 320625XXXXXXXXXXX6, department chairman.
3, Chen Yu contains, female, ID number: 320684XXXXXXXXXXX6, director of the company, general manager. 4, Xin Qi, male, ID number: 410622XXXXXXXXXXX9, director of the company, deputy general manager, chief financial officer.
5, Tang Xiaodong, male, ID number: 320626XXXXXXXXXXX3, director of the company.
6, Hu Hongwei, male, ID number: 320625XXXXXXXXXXX1, director of the company, deputy general manager. 7, Cao Yongzhong, male, ID number: 320625XXXXXXXXXXX8, director of the company.
8, Shi Jinhua, male, ID number: 320625XXXXXXXXXXX1, director of the company.
9, Qian Jun, male, ID number: 320625XXXXXXXXXXX6, chairman of the board of supervisors.
10, Zhao Guixiang, female, ID number: 320625XXXXXXXXXXX1, department supervisor.
11, Zhang Jianbing, male, ID number: 320625XXXXXXXXXXX8, department supervisor.
12, Liang Jie, male, ID number: 110108XXXXXXXXXXXX, Department board secretary.
None of the above persons is a person subject to execution in breach of faith.
3、 Pricing and agreement of related party transactions
1. Pricing principle
This connected transaction will be determined according to the market price, and the purchase conditions will be consistent with those of ordinary buyers.
2. Agreement signing
When the business actually occurs, the company will sign legal and compliant commercial housing sales contracts with the above related parties in accordance with the requirements of relevant laws and regulations and the company’s management system.
4、 Purpose and impact of related party transactions
The related party transactions involved in this time are the normal sales behavior of the company, the transaction price is fair and reasonable, and there is no behavior damaging the interests of the company and all shareholders.
Related party transactions do not affect the independence of the company, and the company’s main business will not rely on related parties because of the above related party transactions. It has no significant impact on the company’s financial status and operating results.
5、 The total amount of various related party transactions accumulated with the related party from the beginning of the year to the disclosure date
From the beginning of the year to the disclosure date, the cumulative amount of related party transactions between the company and supervisor Zhao Guixiang was RMB 132000. The amount of connected transactions with the above-mentioned other connected natural persons is RMB 10000.
6、 Prior approval and independent opinions of independent directors
1. Prior approval opinion
After careful understanding of the related party transaction authorization matters, it is considered that the related party transaction authorization matters of the company’s directors, supervisors and senior managers to purchase the company’s housing products in 2022 belong to normal purchase behavior, the transaction will be priced according to the market, and the transaction conditions will be consistent with those of ordinary buyers. It is hoped that the company will strictly implement various regulations when considering relevant matters, ensure that the transaction is open and fair, and prevent the use of the special relationship of related parties to damage the interests of the company’s shareholders. We agree to submit relevant matters to the board of directors for deliberation.
2. Independent opinion
We believe that the purchase of the company’s real estate by Ms. Hu Lingli, a related natural person, and the purchase of the company’s housing products by the company’s directors, supervisors and senior managers in 2022 belong to normal purchase behavior. The transaction is priced according to the market, the transaction conditions are consistent with those of ordinary buyers, and the transaction is open and fair. There is no case of using the relationship of related parties to damage the interests of the listed company or the interests of the company’s shareholders, especially the minority shareholders. Necessary procedures have been performed for the review of relevant matters, and the opinions of independent directors have been consulted before being submitted to the board of directors for review. When the board of directors considered relevant matters, the related directors avoided voting, and the decision-making process was legal and compliant. 7、 Documents for future reference
1. Resolutions of the 22nd Meeting of the 8th board of directors;
2. Prior approval opinions and independent opinions of independent directors;
3. Overview of related party transactions.
It is hereby announced.
Jiangsu Zhongnan Construction Group Co.Ltd(000961) board of directors
December 15, 2001
