Shenzhen Properties & Resources Development (Group) Ltd(000011) securities code: 000011 200011 stock abbreviation: Shenzhen property a Shenzhen property B No.: 2021-52 announcement on the progress of wholly-owned subsidiary’s acquisition of 100% equity and related party transactions of three enterprises affiliated to Shenzhen shenfubao (Group) 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 Shenzhen shenfubao Property Development Co., Ltd. (hereinafter referred to as “shenfubao property”) and Shenzhen shenfubao hydropower Municipal Service Co., Ltd. (hereinafter referred to as “hydropower company”) held by Shenzhen shenfubao (Group) Co., Ltd. (hereinafter referred to as “shenfubao group”) in cash ）Shenzhen Free Trade Zone Security Service Co., Ltd. (hereinafter referred to as “security company”) holds 100% equity. Shenzhen Investment Holding Co., Ltd. (hereinafter referred to as “Shenzhen investment holding”) is the controlling shareholder of the company and Shenzhen Fubao group. According to the stock listing rules of Shenzhen Stock Exchange, Shenzhen Fubao 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 passed the proposal on the acquisition of 100% equity and related party transactions of three enterprises affiliated to Shenzhen shenfubao (Group) 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 three enterprises affiliated to Shenzhen shenfubao (Group) 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: Shenzhen shenfubao (Group) Co., Ltd
2. Address: 22-24 / F, shenfubao building, 128 Ronghua Road, Futian Free Trade Zone, Futian District, Shenzhen
3. Nature of enterprise: limited liability company (solely state-owned)
4. Registered address: 11 / F 4, Wancheng comprehensive warehouse, No. 6, HongMian Road, Fubao community, Fubao street, Futian District, Shenzhen#
5. Main office location: 22-24 / F, shenfubao building, 128 Ronghua Road, Futian Free Trade Zone, Futian District, Shenzhen
6. Unified social credit Code: 91440300279384581m
7. Legal representative: Xie Tao
8. Registered capital: 200 million yuan
9. Main business: establishment of industries (specific projects will be reported separately); China’s commercial and material supply and marketing industry (excluding franchised, specially controlled and franchised commodities); real estate development (single real estate development of land plots with land use rights in Futian Free Trade Zone); property services; import and export business (except for projects prohibited by laws, administrative regulations and decisions of the State Council, restricted projects can be operated only after obtaining permission).
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
In 1997, Shenzhen shenfubao (Group) Co., Ltd. was established by Shenzhen Futian Free Trade Zone Administration with a registered capital of 200 million yuan. In 2006, Shenzhen Fubao group transferred to Shenzhen Investment Holding Co., Ltd. As of the disclosure date, the equity situation has not changed.
The main financial data of Shenzhen Fubao 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 333238.09378844.92390630.76437991.69
Net assets attributable to parent company 149817.35225655.22217739.05228316.64
Operating income 60229.9867835.9255863.4825718.38
Net profit attributable to parent company 1275.9577616.254762.3912008.76
（3） Association description
Shenzhen investment holding is the controlling shareholder of the company and Shenzhen Fubao group. According to the stock listing rules of Shenzhen Stock Exchange, Shenzhen Fubao 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”, Shenzhen Fubao group is not the subject responsible for breach of credit.
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 shenfubao Property Development Co., Ltd., Shenzhen shenfubao hydropower Municipal Service Co., Ltd. and Shenzhen Free Trade Zone Security Service Co., Ltd.
2. Description of ownership status:
There are no restrictions on the equity of the subject company, including but not limited to seizure, seizure, pledge, freezing, holding on behalf or other restrictions on rights, and there are no legal obstacles to the transfer of the subject equity. 3. Historical evolution of the transaction object and its core assets:
(1) Shenzhen shenfubao Property Development Co., Ltd
Shenfubao property is a limited liability company jointly invested and established by Shenzhen Futian Free Trade Zone property management company and Shenzhen Futian Free Trade Zone Administration Bureau on June 22, 1995. The company name is Shenzhen fubaosheng Property Management Co., Ltd. with a registered capital of 5 million yuan. Among them, Shenzhen Futian Free Trade Zone property management company accounts for 80% and Shenzhen Futian Free Trade Zone Administration Bureau accounts for 20%.
On May 8, 1997, the name of the company was changed from Shenzhen fubaosheng Property Management Co., Ltd. to Shenzhen fubaosheng Property Development Co., Ltd. and the equity transfer and capital increase were completed to 15 million yuan. After the equity transfer and capital increase, Shenzhen fangzhengzhi Industrial Development Co., Ltd. held 66.6666% equity, Shenzhen Futian Free Trade Zone property management company holds 6.6666% equity and Shenzhen Futian Free Trade Zone materials company holds 26.6666% equity. On June 19, 1998, Shenzhen Fubao property completed the equity transfer. After the equity transfer, Shenzhen shenfubao Investment Co., Ltd. (now renamed Shenzhen shenfubao (Group) Co., Ltd.) holds 73.3333% equity, and Shenzhen shenfubao electromechanical materials Co., Ltd (now renamed Shenzhen shenfubao International Trade Co., Ltd.) holds 26.6666% equity. On April 24, 2001, the company’s name was changed from Shenzhen fubaosheng Property Development Co., Ltd. to Shenzhen Futian Free Trade Zone Property Development Co., Ltd.
On July 15, 2002, the name of the company was changed from Shenzhen Futian Free Trade Zone Property Development Co., Ltd. to Shenzhen shenfubao Property Development Co., Ltd.
On July 8, 2009, Shenzhen shenfubao International Trade Co., Ltd. transferred its 26.6666% equity of shenfubao property to shenfubao group. After the transfer, shenfubao group holds 100% equity of shenfubao property.
(2) Shenzhen shenfubao hydropower Municipal Service Co., Ltd
On August 29, 1997, Shenzhen fubaosheng Property Development Co., Ltd. and Shenzhen shenfubao Investment Industry Co., Ltd. jointly invested to establish Shenzhen shenfubao hydropower Municipal Service Co., Ltd. the original company name was Shenzhen Futian Free Trade Zone hydropower Service Co., Ltd. with a registered capital of RMB 600000, of which Shenzhen fubaosheng Property Development Co., Ltd. accounted for 16.67% of the shares, Shenzhen shenfubao Investment Industry Co., Ltd. accounted for 83.33% of the shares.
On 19 June 1998, Shenzhen fubaosheng Property Development Co., Ltd. transferred its 16.67% equity of hydropower company to Shenzhen shenfubao electromechanical materials Co., Ltd. (now renamed Shenzhen shenfubao International Trade Co., Ltd.), and Shenzhen shenfubao Investment Industry Co., Ltd. transferred its 83.33% equity of hydropower company to Shenzhen shenfubao Investment Co., Ltd (now renamed Shenzhen shenfubao (Group) Co., Ltd.).
On September 2, 2002, the company’s name was changed from Shenzhen Futian Free Trade Zone hydropower Service Co., Ltd. to Shenzhen shenfubao hydropower Municipal Service Co., Ltd.
On March 3, 2005, the registered capital of the hydropower company increased to 5.6 million yuan. After the capital increase, shenfubao group holds 83.33% of the equity of the hydropower company, and Shenzhen shenfubao International Trade Co., Ltd. holds 16.67% of the equity of the hydropower company.
On July 21, 2009, Shenzhen shenfubao International Trade Co., Ltd. transferred its 16.67% equity of hydropower company to shenfubao group. After the transfer, shenfubao group held 100% equity of hydropower company.
On July 15, 2015, the hydropower company converted 4.4 million yuan of capital reserve into capital, and the registered capital after conversion was 10 million yuan. After the capital increase, Shenzhen Fubao group still holds 100% equity of hydropower company.
(3) Shenzhen Free Trade Zone Security Service Co., Ltd
On May 5, 1994, the security company was invested and established by Shenzhen Futian Free Trade Zone Management Committee, with a registered capital of 2 million yuan. The original company name was Shenzhen Futian Free Trade Zone security company.
On March 20, 1998, the name of the company was changed from Shenzhen Futian Free Trade Zone security company to Shenzhen Futian Free Trade Zone Security Service Co., Ltd. at the same time, standardized registration and equity transfer were completed, and the nature of the company was changed to a limited liability company, The shareholding structure is changed as follows: Shenzhen shenfubao Investment Co., Ltd. (now renamed Shenzhen shenfubao (Group) Co., Ltd.) holds 90% of the equity of security company, and Shenzhen shenfubao electromechanical materials Co., Ltd. (now renamed Shenzhen shenfubao International Trade Co., Ltd.) holds 10% of the equity of security company.
On June 13, 2002, the company’s name was changed from Shenzhen Futian Free Trade Zone Security Service Co., Ltd. to Shenzhen Free Trade Zone Security Service Co., Ltd.
On July 7, 2009, Shenzhen shenfubao International Trade Co., Ltd. transferred its 10.00% equity of security company to Shenzhen shenfubao (Group) Co., Ltd. after the transfer, Shenzhen shenfubao (Group) Co., Ltd. held 100.00%.
4. Equity changes and evaluation of another period in recent three years:
There is no equity change and related evaluation of the subject matter of the transaction in the last three years.
5. Description of asset operation:
The business condition of the transaction object is normal.
6. Main business model and profit model:
The core business of Shenzhen Fubao property is comprehensive property management services, At present, the company manages 33 projects (according to the contract caliber), with a contract management area of more than 2.1 million square meters. The managed properties are distributed in Futian Free Trade Zone, Pingshan District, Tianjin Binhai New Area, Xiqing District, and Ganzhou, Jiangxi, including government office properties, commercial office buildings, factories and warehouses, commercial residential communities, hotel apartments, single apartments and other types.
Hydropower company is an enterprise integrating the operation and management of municipal public facilities in large industrial parks, technical prevention monitoring system, landscaping, water supply and drainage maintenance, power supply facilities and other engineering construction, maintenance and public environmental sanitation, cleaning and killing services. It has obtained grade III General Contracting for municipal public works construction, grade III General Contracting for construction engineering construction, grade III qualification certificate for design, construction and maintenance of safety technology prevention system A series of relevant qualifications, such as the license for installation (repair and test) of power facilities (Level 4 for installation and repair and level 5 for test), the qualification level of sanitation operation and cleaning service (Level B), the service capacity certificate of Shenzhen vector biological control service agency, and the service capacity certificate of Shenzhen termite control service agency, are positive.
The service area of the security company is distributed in Futian, Bao’an, Pingshan and other districts of Shenzhen, and its business is divided into two parts: property security and enterprise internal security. In 2018, it successfully passed the annual review of ISO international management certification system and 3a qualification certification.
7. Existing related party transactions and measures to reduce related party transactions:
There are related party transactions between the subject company and related parties that accept and provide labor services to related parties. For the related party transactions that have occurred, the company will consider whether they need to be settled in combination with the specific related party business conditions
