Securities code: 002200 securities abbreviation: Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) Announcement No.: 2021-092
Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200)
Announcement on signing construction 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.
1、 Overview of related party transactions
1., in order to quickly implement the New Coronavirus border detection and control work on the national border line, we should step up the prevention and control of outbreaks. In 2020, Yunnan Provincial Health Commission launched the “major infectious disease treatment capacity and the core competence enhancement project of CDC” (hereinafter referred to as “double upgrading project”). ）。 The company actively connected and participated in the implementation of part of the double lifting project. Due to the high requirements on the project progress, in order to speed up the project construction progress, the company signed the construction agreement with Yunnan Yuntou Construction Co., Ltd. in May 2020 and August 2020, and participated in the construction of secondary Laboratory for Disease Control and biosafety in Mangshi, Jinghong, Gongshan, Fugong and Lushui counties and the construction of Ruili hospital and Tengchong hospital. The two related party transactions have been deliberated and agreed at the 46th and 51st meetings of the sixth board of directors of the company, and have been deliberated and adopted at the first extraordinary general meeting of shareholders in 2020 and the third extraordinary general meeting of shareholders in 2020. For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com.. CN.) on May 15 and August 28, 2020 respectively Relevant announcements disclosed on (announcement numbers are 2020-030 and 2020-048 respectively).
2. At present, the company has completed the construction of secondary Laboratory for Disease Control and biosafety in Mangshi, Jinghong, Gongshan, Fugong and Lushui counties and the construction of Ruili hospital and Tengchong hospital, It is proposed to sign the EPC contract (FePc) with Yunnan Social Development Co., Ltd. (hereinafter referred to as “social development company”), the employer of the “double upgrading project” Among them, the contract price corresponding to the construction project of disease control biosafety secondary laboratory in Mangshi, Jinghong, Gongshan, Fugong and Lushui counties and the construction project of Ruili hospital and Tengchong hospital implemented by the company is 21.376 million yuan.
The main body has changed. The social development company is the controlling shareholder of the company, the holding subsidiary of Yunnan Investment Holding Group Co., Ltd. and the related party of the company. According to the stock listing rules of Shenzhen Stock Exchange and the articles of association, this transaction constitutes a related party transaction. The company submitted this matter to the board of directors for deliberation, and the related party transaction amount was 21.376 million yuan. This connected transaction does not need to be submitted to the general meeting of shareholders for deliberation, and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
Name of related party: Yunnan Social Undertakings Development Co., Ltd;
Date of establishment: February 18, 2020;
Registered capital: 5678 million yuan;
Address: 11th floor, Yuntou center business building, No. 285 Renmin West Road, Xishan District, Kunming, Yunnan Province.
Business scope: investment, development, construction and management of social undertakings such as education and health; Property management services; Trade; Investment advisory services; Other approved businesses, etc. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The proportion of equity held by cloud investment group in social development company is 79.25%, and social development company is the holding subsidiary of cloud investment group.
3、 Main contents of transaction contract
(i) Project name
The “double promotion project” in Yunnan Province includes the reconstruction of 5 non-national secondary biosafety laboratories of CDC, the reconstruction of 7 designated admission hospitals, 2 shelter hospitals and 2 emergency mobile hospitals.
（2） Scope of work
It includes the transformation of 5 non-national level II biosafety laboratories of CDC, the transformation of designated admission hospitals in 7 high-risk counties and cities, the construction of 2 shelter hospitals, the procurement of 2 emergency mobile hospitals and the procurement of supporting medical equipment for the above projects, and the procurement of health emergency equipment. Among them, the implementation part of the company includes the transformation of five non-national biosafety secondary laboratories of CDC, the transformation of two municipal designated admission hospitals and the construction of one shelter hospital.
（3） Contract price
5 non-national CDC biosafety level II laboratory reconstruction projects, RMB 2.6335 million; 8.188 million yuan for the reconstruction project of two designated hospitals; One shelter hospital construction project is 10.5545 million yuan, totaling 21.376 million yuan.
（4） Project payment settlement method
After the construction drawings pass the review, the Contractor shall prepare and submit the construction drawing budget for review, and the cost consulting unit shall review and issue the construction drawing budget review report. The reviewed construction drawing budget shall be used as the basis for progress payment in the construction process, but not as the basis for settlement. 80% of the budget price of the approved construction drawings shall be paid after the completion of the project. 97% of the settlement price shall be paid after the completion acceptance of the project, data archiving and settlement, and the remaining 3% shall be used as the quality assurance deposit. The quality warranty fund shall be returned by the employer without interest after the expiration of the liability defect period.
（5） Liability for breach of contract
1. Breach of contract by the employer
Unless otherwise agreed in the special conditions of contract, the following circumstances during the performance of the contract belong to the employer’s breach of contract:
(1) The commencement date is delayed due to the employer;
(2) Failure to pay the contract price as agreed in the contract due to the employer;
(3) The employer carries out the cancelled work or transfers it to others;
(4) The project is suspended due to the employer’s violation of the contract;
(5) The engineer fails to issue the resumption instruction within the agreed time limit without justified reasons, resulting in the Contractor’s inability to resume work;
(6) The employer clearly indicates or indicates by its behavior that it does not perform its main obligations under the contract;
(7) The employer fails to perform other obligations in accordance with the contract.
The employer shall bear the increased expenses and / or delayed construction period to the contractor due to its breach of contract, and pay the contractor reasonable profits. In addition, the parties to the contract may separately agree on the bearing method and calculation method of the employer’s liability for breach of contract in the special conditions of contract.
2. Breach of contract by the contractor
The Contractor shall be in breach of contract under any of the following circumstances during the performance of the contract:
(1) The Contractor’s design, the Contractor’s documents, the project implemented and completed do not comply with the law and the contract;
(2) The contractor subcontracts or illegally subcontracts in violation of the contract;
(3) The contractor purchases and uses unqualified materials or engineering equipment in violation of the agreement;
(4) The project quality does not meet the requirements of the contract due to the contractor;
(5) The contractor withdraws the construction equipment, temporary facilities or materials that have entered the construction site according to the contract from the construction site without the approval of the engineer;
(6) The Contractor fails to complete the work agreed in the contract in time according to the project schedule, resulting in construction delay; (7) fails to pass the completion test or post completion test due to the contractor;
(8) The Contractor fails to repair the project defects within a reasonable period within the defect liability period and warranty period, or refuses to repair according to the instructions of the employer;
(9) The contractor expressly indicates or indicates by its behavior that it does not perform its main obligations under the contract.
Contractor’s liability for breach of contract:
1. Due to the breach of the agreement of replacing the project manager, design director and construction director: if it is replaced without the consent of the employer, the Contractor shall pay 200000 yuan / person to the employer Liquidated damages for the second time.
2. Liability for breach of contract of the contractor for replacing main construction management personnel: if the contractor replaces without the consent of the employer, the Contractor shall pay the employer a penalty of 30000 yuan / person time.
3. If the employer or the supervision unit finds that the personnel dispatched by the contractor to the site cannot meet the project implementation requirements, it has the right to require the contractor to replace or add relevant personnel. The Contractor shall unconditionally and immediately implement it in accordance with 15.1.1 1 and 15.1 2. Pay liquidated damages according to the liability for breach of contract in clause.
4. Approval requirements for main construction management personnel of the contractor to leave the construction site: no more than once (including) for 2 days, it shall be reported to the supervisor for approval; for more than 2 days at a time, it shall be notified to the supervisor and reported to the employer for approval. 5. If the project manager and construction leader leave the site without approval, if they leave the site for more than 3 days at a time, the liquidated damages shall be calculated as 2000 yuan / day. The liability for breach of contract for the main construction management personnel of the contractor to leave the construction site without authorization: if they leave the construction site for more than 3 days at a time , the liquidated damages shall be calculated at 1000 yuan / day per person.
6. The project manager, construction director, safety officer, quality officer and other personnel must stay on the site for at least 22 days a month during the project construction. If this requirement is not met, the Contractor shall bear liquidated damages of 2000 yuan per person per day. The above personnel must attend the site regular meeting and special regular meeting, otherwise, the Contractor shall bear 1000 yuan / person Liquidated damages (unless otherwise agreed by the supervisor).
7. If the total construction period is delayed due to the contractor, the liquidated damages shall be paid at 20000 yuan / day for each day of delay, which shall not exceed 20% of the contract price.
8. In case of major safety accidents (including project quality accidents) caused by the contractor due to its own reasons, the Contractor shall also bear corresponding liabilities for breach of contract in addition to being punished and compensated by the competent administrative department according to national regulations.
9. If the employer is punished by government departments or other claims due to the contractor, the Contractor shall bear the corresponding expenses.
4、 Pricing basis of related party transactions
The final settlement amount of FePc contract shall be based on the completion settlement data confirmed by the employer and the code for valuation of bill of quantities of construction projects (gb50500-2013) and 2013 consumption quota of Yunnan Province, combined with relevant national laws and regulations, relevant policy documents of Yunnan Province, relevant pricing documents of Yunnan Province and price information of Yunnan Province, the price of materials involved shall be determined according to the price information issued by the local construction competent department in May 2020, and there is no reference price information locally The price information of the state and city where the project is located shall prevail. If there is no reference price information in the state and city, the price information of Yunnan Province shall prevail. The unit price of materials not in the price information of Yunnan Province shall be inquired in the common market of the cost consulting unit, the supervision unit and the contractor, and finally confirmed by the employer. The market price fluctuation during the implementation of the contract shall not be adjusted.
5、 Other arrangements involving connected transactions
This connected transaction does not involve personnel resettlement, land lease and other arrangements.
6、 Transaction purpose and impact on Listed Companies
The total amount of the company’s implementation part of the contract is 21.376 million yuan. Since the company has completed the construction of the project and confirmed the project output value and income in the early stage, signing the EPC contract will not increase the company’s operating revenue and net profit.
7、 Accumulated various related party transactions with the related party
From the beginning of the year to the disclosure date of this announcement, the total amount of connected transactions between the company and the social development company was 1690.00 yuan.
8、 Prior approval opinions and independent opinions of independent directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association of the company issued by the CSRC, the independent directors of the company conducted a pre examination of the proposal on signing construction contracts and related party transactions deliberated at the 13th meeting of the seventh board of directors, The independent directors of the company believe that this connected transaction follows the principles of fairness, impartiality and fairness, and there is no situation that damages the interests of the company and minority shareholders. And express the following independent opinions: sign the general contracting (FePc) contract It is the normal needs of the company’s business and production and operation. The transaction pricing policy and pricing basis comply with the market principles of objectivity, fairness, equality, voluntariness and mutual benefit. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Since the company has completed the construction of the project and confirmed the project output value and income in the early stage, Signing the FePc contract will not increase the company’s operating revenue and net profit. The above transactions have no impact on the independence of the listed company. The decision-making procedures of the related party transactions comply with the company law, the stock listing rules of Shenzhen Stock Exchange and the company’s charter When the board of directors of the company considered this related party transaction, the related directors Wang Dong, Zhang Xinhui, Shen Yi and Zou Jihu avoided voting, the voting procedures were in line with the provisions of relevant laws and regulations, and agreed that the company signed the EPC contract (FePc) with Yunnan Social Undertakings Development Co., Ltd.
9、 Documents for future reference
1. Resolutions of the 13th meeting of the 7th board of directors;
2. FePc contract;
3. Prior approval opinions of independent directors on matters related to the 13th meeting of the seventh board of directors;
4. Independent opinions of independent directors on matters related to the 13th meeting of the seventh board of directors.
It is hereby announced.
Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) board of directors
December 24, 2001
