Shenzhen Properties & Resources Development (Group) Ltd(000011) securities code: 000011 200011 stock abbreviation: Shenzhen property a Shenzhen property B No.: 2021-51 announcement on the progress of wholly-owned subsidiary’s acquisition of 100% equity and related party transactions of Shenzhen Foreign Trade Property Management Co., Ltd. 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. This equity acquisition constitutes a connected transaction. This transaction can only be implemented after being submitted to the general meeting of shareholders for deliberation. The result is uncertain. Please pay attention to the investment risk. 2. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
3. At present, the equity acquisition has been approved by the superior property right unit, the filing procedures of the superior property right unit have been completed for the evaluation report related to the equity acquisition, and the net asset evaluation value confirmed by the superior property right unit has no difference from the preliminary evaluation. Investors are invited to consult the relevant evaluation report.
1、 Overview of related party transactions
In order to effectively enhance the overall market competitiveness of the property management sector, create a benchmark property management platform in Shenzhen, further expand and strengthen the company’s property management business and enhance the development potential of listed companies, Shenzhen Guomao Property Management Co., Ltd. (hereinafter referred to as “Guomao property”), a wholly-owned subsidiary of the company, intends to acquire 100% equity of Shenzhen Foreign Trade Property Management Co., Ltd. (hereinafter referred to as “foreign trade property”) held by China Shenzhen Foreign Trade (Group) Co., Ltd. (hereinafter referred to as “foreign trade group”) in cash.
Shenzhen Investment Holding Co., Ltd. (hereinafter referred to as “Shenzhen investment holding”) is the controlling shareholder of the company and foreign trade group. According to the stock listing rules of Shenzhen Stock Exchange, foreign trade group is the related party of the company, and this transaction constitutes a related party transaction.
On December 13, 2021, the company held the 5th meeting of the 10th board of directors, deliberated and adopted the proposal on the acquisition of 100% equity and related party transactions of Shenzhen Foreign Trade Property Management Co., Ltd. by a wholly-owned subsidiary. The related directors fulfilled their avoidance obligations and did not participate in the voting. The independent directors of the company have previously recognized and expressed independent opinions on this connected transaction. For details, see the announcement on the resolution of the 5th meeting of the 10th board of directors and the announcement on the acquisition of 100% equity and related party transactions of Shenzhen Foreign Trade Property Management Co., Ltd. by a wholly-owned subsidiary published on cninfo.com on December 14, 2021. This transaction is subject to the approval of the general meeting of shareholders, and the related parties interested in this related party transaction will withdraw from voting.
This related party transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. The acquisition has been approved by the superior property right unit, and the relevant evaluation report on equity acquisition has also completed the filing procedures of the superior property right unit. The majority of investors are invited to consult the relevant evaluation report.
2、 Basic information of related parties
(i) Basic registration information
1. Name of related party: China Shenzhen Foreign Trade (Group) Co., Ltd
2. Address: floor 7-8, foreign trade group building, No. 239, Zhongxing Road, Luohu District, Shenzhen
3. Nature of enterprise: limited liability company (sole proprietorship of legal person)
4. Registered address: 5 / F, 7-8, foreign trade group building, 239 Zhongxing Road, Luohu District, Shenzhen Main office location: floor 7-8, foreign trade group building, 239 Zhongxing Road, Luohu District, Shenzhen
6. Unified social credit Code: 914403001922061416
7. Legal representative: Liu Shengxiang
8. Registered capital: RMB 894.59 million
9. Main business: operating the import and export business stipulated by the Ministry of foreign trade (92) foreign trade and economic cooperation Guan Ti Shen Zheng Zi No. 43014; Carry out compensation trade business; Operating counter trade business; Operating entrepot trade; Project investment; Consulting services, exhibitions and technical exchanges; Operation and management of self owned property. The road freight, warehousing, bonded warehouse and customs declaration related to the main project shall be developed and operated within the scope of Shenfu ban Fu [1991] No. 233 document.
10. Major shareholder and actual controller: Shenzhen Investment Holding Co., Ltd. (shareholding ratio: 100%), and the actual controller is the state owned assets supervision and Administration Commission of Shenzhen Municipal People’s government. (II) historical evolution, main business and financial data of related parties
The foreign trade group, formerly known as Shenzhen Foreign Trade Bureau and Shenzhen Foreign Trade Corporation, was renamed “China Shenzhen Special Economic Zone Foreign Trade (Group) Company” in 1984 and “China Shenzhen Foreign Trade (Group) Company” in 1992. It was under the management of the original Municipal Commerce and trade investment holding company in 1996.
In 1991, the municipal Party committee and the municipal government decided to merge with the import and export group. In 1998, the municipal government decided to suspend the merger, and the import and export group applied for bankruptcy.
In March 2003, with the approval of the State Economic and Trade Commission, it implemented debt to equity restructuring and reorganization and was changed to “China Shenzhen Foreign Trade (Group) Co., Ltd.” with a registered capital of 890 million yuan. China Oriental Asset Management Co., Ltd. (hereinafter referred to as “Oriental assets”) held 70.09% and the original trading investment control company held 29.91%.
In September 2004, Shenzhen Investment Holding Co., Ltd. was established. According to the relevant documents of the municipal government, it exercised the shareholder rights of 29.91% equity of foreign trade group according to law.
In December 2019, Shenzhen Investment Control and Dongfang assets officially signed an equity transfer agreement. Shenzhen Investment Control transferred 70.09% equity of the foreign trade group held by Dongfang assets by agreement. So far, Shenzhen investment control holds 100% equity of the foreign trade group.
The main financial data of foreign trade group in recent three years (audited) and the latest period are as follows:
Unit: 10000 yuan
Financial indicators 2018 2019 2020 2021 first three quarters
Total assets 184442.82193743.91298735.65241894.50
Net assets attributable to parent company: 106048.76126487.32180697.06177383.86
Operating income 30644.0626475.231436.5236320.02
Net profit attributable to parent company 1461.69972555917.1913347.92
（3） Association description
Shenzhen investment holding is the controlling shareholder of the company and foreign trade group. According to the stock listing rules of Shenzhen Stock Exchange, foreign trade group is the related party of the company, and this transaction constitutes a related party transaction.
（4） Is the related party a dishonest executee
After inquiring the website of “national enterprise credit information publicity system”, foreign trade group is not the subject responsible for dishonesty.
3、 Information about the target company of related party transactions
(i) Subject matter of transaction
1. Name and category of transaction:
Acquire 100% equity of Shenzhen Foreign Trade Property Management Co., Ltd.
2. Description of ownership status:
In January 2003, the foreign trade property obtained the property right of building A6 of Nantou Tongle by means of transfer, and handled the real estate certificate. The parcel number of the land where the property is located is t503-0034, and the real estate certificate number is sfdz No. 4000091856. It is located in Tongle Road, Nanshan District, Shenzhen. The land area is 3060 square meters, which is used for industrial storage, and the service life is 30 years, From November 10, 1984 to November 10, 2014. At present, the land use right of the property has expired, but the renewal has not been approved by the relevant competent authorities because the land is currently planned to be a reserved land and ecological control line for isolated green belts and roads. The real estate is to be stripped off to the foreign trade group and is not included in the scope of this transaction.
In addition to the above, the equity of the subject company is clear, there is no mortgage, pledge and other third-party rights, no major disputes, litigation or arbitration matters related to assets or judicial measures such as seizure and freezing, and no other circumstances that hinder the transfer of ownership.
3. Historical evolution of the transaction object and its core assets:
Shenzhen Foreign Trade Property Management Co., Ltd. is a wholly-owned enterprise of property management legal person subordinate to China Shenzhen Foreign Trade (Group) Co., Ltd. with a registered capital of 5 million yuan. It was originally Shenzhen foreign trade property management company. It was established in October 1992. At the beginning of its establishment, the enterprise type was an enterprise owned by the whole people.
August 19, 2021, According to the decision on Approving the restructuring of Shenzhen foreign trade property management company (Shenzhen Foreign Trade [2021] No. 134 document), China Shenzhen Foreign Trade (Group) Co., Ltd. agreed to restructure Shenzhen foreign trade property management company from an enterprise owned by the whole people to a limited company, and agreed to change the name of the restructured company from “Shenzhen foreign trade property management company” to “Shenzhen foreign trade property management company” “Shenzhen Foreign Trade Property Management Co., Ltd”; After the restructuring, the registered capital of the company is 5 million yuan, which remains unchanged from the original registered capital and is subscribed by the shareholder China Shenzhen Foreign Trade (Group) Co., Ltd.; it is agreed to remove He Yi from the position of legal representative of the original company and appoint Ren Zhenming as the Executive director and legal representative of Shenzhen Foreign Trade Property Management Co., Ltd.
On August 26, 2021, the enterprise type was changed to limited liability company (sole proprietorship of legal person), the legal person was changed to Ren Zhenming, and the company name was changed to “Shenzhen Foreign Trade Property Management Co., Ltd.” 4. Equity changes and evaluation of another period in recent three years:
Foreign trade property has no equity change in another period in recent three years.
Dongfang assets entrusted Shenzhen Zhongqi Huaping Assets Appraisal Co., Ltd. to appraise the assets of the foreign trade group and issued the asset appraisal report on the value of all equity items of shareholders of China Shenzhen Foreign Trade (Group) Co., Ltd. involved in the planned disposal of equity by China Dongfang Assets Management Co., Ltd. (szqhpbz (2019) No. 16), The appraisal report shows that as of March 31, 2019, the appraisal value of the net assets of Shenzhen foreign trade property management company with 100% equity held by foreign trade group is 184985000 yuan (including the appraisal value of building A6 of Nantou Tongle not included in the scope of this acquisition is 156876200 yuan).
5. Description of asset operation:
The operation of foreign trade property is normal.
6. Main business model and profit model:
Foreign trade property mainly serves the property management projects of foreign trade group and its subsidiaries. As of June 30, 2021, the foreign trade property has 10 property management offices and about 14 property service projects. Except that the charging mode of Fenghuang new village is commission system, the charging mode of other property projects is lump sum system; The total area of the managed property is about 426100 square meters (excluding Fenghuang New Village), involving comprehensive commercial office buildings, factories, industrial areas, residential and other types of properties. The main business income includes property management income, parking lot income, public part income, self owned property rental income, etc.
7. Existing related party transactions and measures to reduce related party transactions:
During the reporting period, there were connected transactions between foreign trade properties and related parties providing property management services to related parties. For related party transactions that have occurred, the company will consider whether to continue in combination with specific related party business conditions; If it does not continue, the relevant contractual relationship shall be terminated or terminated.
（2） Overview of underlying assets
1. Company Name: Shenzhen Foreign Trade Property Management Co., Ltd
2. Nature of enterprise: limited liability company (sole proprietorship of legal person)
3. Registered address: second floor, foreign trade building, No. 235, Zhongxing Road, Luohu District, Shenzhen
4. Legal representative: Ren Zhenming
5. Registered capital: RMB 5 million
6. Date of establishment: October 5, 1992
7. Main business: property management services
8. Major shareholders and shareholding ratio:
No. shareholder name contribution amount (10000 yuan) shareholding ratio
1 China Shenzhen Foreign Trade (Group) Co., Ltd. 500.00100.00%
Total 500.00100.00 00%
9. Main financial data:
Balance sheet
Monetary unit: 10000 yuan
Project Name: December 2018 312019.12. 312020.12. 312021.6. thirty
Current assets 6310.906578.895843.545818.27
Non current assets 548.35528 64496.20172. ninety-five
Including: long-term equity investment 0.000 000.000. 00
Investment real estate 508.69483 88459.07136. 02
Fixed assets 1
