Shenzhen Properties & Resources Development (Group) Ltd(000011) securities code: 000011 200011 stock abbreviation: Shenzhen property a Shenzhen property B No.: 2021-50 announcement on the progress of wholly-owned subsidiary’s acquisition of 100% equity and related party transactions of Shenzhen 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 Property Management Co., Ltd. (hereinafter referred to as “Shenzhen property”) held by Shenzhen Special Economic Zone Real Estate (Group) Co., Ltd. (hereinafter referred to as “shenfang”) and Shenzhen Shenfang Investment Co., Ltd. (hereinafter referred to as “shenfang investment”) in cash.
Shenzhen Investment Holding Co., Ltd. (hereinafter referred to as “Shenzhen Investment Control”) is the controlling shareholder of the company and Shenzhen real estate. Shenzhen real estate is the controlling shareholder of Shenzhen real estate investment. According to the stock listing rules of Shenzhen Stock Exchange, Shenzhen real estate and Shenzhen real estate investment are related parties of the company. 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 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 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) Shenzhen Special Economic Zone Real Estate (Group) Co., Ltd
1. Basic registration information
(1) Name of related party: Shenzhen Special Economic Zone Real Estate (Group) Co., Ltd. (2) domicile: 45-48 / F, shenfang Plaza, Renmin South Road, Shenzhen
(3) Nature of enterprise: joint stock limited company (listed)
(4) Registered address: 45-48 / F, shenfang Plaza, Renmin South Road, Shenzhen
(5) Main office location: 47th floor, shenfang Plaza, Renmin South Road, Shenzhen
(6) Unified social credit Code: 91440300192179585n
(7) Legal representative: Liu Zhengyu
(8) Registered capital: 101.166 million yuan
(9) Main business: residential real estate development, etc
(10) Major shareholder and actual controller: Shenzhen Investment Holding Co., Ltd. (shareholding ratio: 57.19%), and the actual controller is the state owned assets supervision and Administration Commission of Shenzhen Municipal People’s government.
2. Historical evolution, main business and financial data of related parties
Shenshen real estate is a state-owned listed company in Shenzhen. Founded on July 19, 1986, Shenshen real estate is one of the earliest real estate development enterprises in Shenzhen. After the joint-stock transformation of Shenshen real estate, there has been no merger, acquisition, spin off and other matters. In January 1998, Shenzhen investment management company, the controlling shareholder of Shenshen real estate, will hold 743.82 million state-owned shares (accounting for 73.52% of the total share capital) was transferred to Shenzhen construction investment holding company by agreement. On October 13, 2004, according to the decision of Shenzhen municipal government, Shenzhen construction investment holding company and other three asset management companies merged to establish Shenzhen Investment Holding Co., Ltd., and the state-owned legal person shares of Shenzhen real estate were transferred to it, which became the controlling shareholder of Shenzhen real estate.
The main financial data of shenfang 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 466589.15490966.95493691.67618189.02
Net assets attributable to parent company 333225.96366687.46379751.25387307.22
Operating income 217518.72254874.03161500.9796666.38
Net profit attributable to parent company: 50349.8855245.2329022.9816353.98
3. Description of association relationship
Shenzhen investment control is the controlling shareholder of the company and Shenzhen real estate. According to the stock listing rules of Shenzhen Stock Exchange, Shenzhen real estate is the related party of the company. This transaction constitutes a related party transaction.
4. Whether the related party is a dishonest executee
After inquiry on the website of “national enterprise credit information publicity system”, shenfang is not the subject responsible for breach of credit.
（2） Shenzhen Shenfang Investment Co., Ltd
1. Basic registration information
(1) Name of related party: Shenzhen Shenfang Investment Co., Ltd
(2) Address: 46 / F, shenfang Plaza, Renmin South Road, Luohu District, Shenzhen
(3) Nature of enterprise: limited liability company
(4) Registered address: 46F, shenfang Plaza, Renmin South Road, Luohu District, Shenzhen
(5) Main office location: 46 / F, shenfang Plaza, Renmin South Road, Luohu District, Shenzhen
(6) Unified social credit Code: 91440300279381305q
(7) Legal representative: Tang Xiaoping
(8) Registered capital: RMB 10 million
(9) Business scope: investment and establishment of industries (specific projects will be reported separately); China’s commerce and material supply and marketing industry (excluding franchised, specially controlled and franchised commodities).
(10) Major shareholders and actual controllers: Shenshen real estate directly holds 90% of its equity and indirectly holds 100% of its equity; Shenzhen Haiyan Hotel Co., Ltd. holds 10% of its equity, and the actual controller is the state owned assets supervision and Administration Commission of Shenzhen Municipal People’s government.
2. Historical evolution, main business and financial data of related parties
Shenfang investment was established on September 19, 1997 with a registered capital of 10 million yuan and a registered address of 46 / F, shenfang Plaza, Renmin South Road, Luohu District, Shenzhen City, Guangdong Province. The company was established to straighten out the shareholding platform established by the internal restructuring of shenfang enterprises. The company has not carried out other entity businesses daily, and the company has not invested in other company businesses in recent three years.
The main financial data of Shenzhen real estate investment in recent three years and the latest period are as follows:
Financial indicators 2018 2019 2020 2021 first three quarters
Total assets 196913341334
Net assets attributable to parent 196913341334
Operating income 0000
Net profit attributable to parent 0248200
3. Description of association relationship
Shenzhen investment holding is the controlling shareholder of the company and Shenzhen real estate, and Shenzhen real estate is the controlling shareholder of Shenzhen real estate investment. According to the stock listing rules of Shenzhen Stock Exchange, Shenzhen real estate investment is the related party of the company, and this transaction constitutes a related party transaction.
4. Whether the related party is a dishonest executee
After inquiring the website of “national enterprise credit information publicity system”, shenfang investment 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 Property Management 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:
Shenzhen Property Management Co., Ltd., formerly known as Shenzhen property management company, is a state-owned enterprise invested by Shenzhen real estate. Founded in 1986, it is also the first property management enterprise in China.
On March 10, 1981, the Shenzhen Municipal preparation committee approved and issued the reply on the report on the establishment of Shenzhen property management company (Shenbian Zi [1981] No. 6), and agreed to establish Shenzhen property management company, which is a section level enterprise unit of the Bureau and led by the Real Estate Administration Bureau.
On December 5, 1986, Shenzhen property management company completed the establishment registration formalities at Shenzhen Administration for Industry and Commerce and received the business license (Shenxin Qizi No. 03048). The economic nature of the company is “the whole people”, and the total registered capital is 2.4 million yuan.
In July 1989, the registered capital was changed to 7.25 million yuan.
On March 23, 1998, according to the company law of the people’s Republic of China and the relevant provisions of the State Council, shenfang decided to standardize the reorganization of Shenzhen property management company. At the same time, shenfang transferred 5% equity of Shenzhen property management company to the new shareholder shenfang investment, and the company name changed to “Shenzhen Property Management Co., Ltd.”. After the transfer, the capital contribution of shenfang is 95% (6.8875 million yuan) and the capital contribution of shenfang investment is 5% (362500 yuan).
As of June 30, 2021, the registered capital of Shenzhen property is 7.25 million yuan. Shenzhen real estate holds 95% equity of Shenzhen property and Shenzhen real estate investment holds 5% equity of Shenzhen property.
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:
Shenzhen property management is normal.
6. Main business model and profit model:
Shenzhen property mainly serves the property management projects of Shenshen real estate and its subsidiaries. At present, there are 32 property service projects (26 community management offices in Shenzhen, 6 foreign projects in Guangzhou, Shantou, Jingmen and Yingtan), including Shenzhen Shenwu Elevator Co., Ltd. (hereinafter referred to as “Shenwu elevator”) and Shenzhen shenfang property cleaning Co., Ltd. (hereinafter referred to as “cleaning company”) ）, elevator maintenance center of Shenzhen Property Management Co., Ltd., electromechanical maintenance center of Shenzhen Property Management Co., Ltd., electronic maintenance center of Shenzhen Property Management Co., Ltd. and other professional and technical service units. Branches such as Guangzhou, Shantou, Jingmen and Yingtan have been established outside Shenzhen. Shenzhen property management covers a total area of 3.11 million square meters, involving multi-storey commercial and residential buildings, villas, high-rise residential buildings, high-rise and super high-rise office buildings, government office buildings and other types of properties. The main business income includes property management income, parking lot income, public part income, property rental income, etc.
7. Existing related party transactions and measures to reduce related party transactions:
There are related party transactions between Shenzhen property and related parties to receive and provide labor 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 Property Management Co., Ltd
2. Nature of enterprise: limited liability company
3. Registered address: Mudan village, Yijing garden, Yijing Road, Luohu District, Shenzhen
4. Legal representative: Chen Jiafa
5. Registered capital: RMB 7.25 million
6. Main business: mainly property management services, with national first-class property management qualification 7 Major shareholders and shareholding ratio:
No. name of shareholder contribution amount (10000 yuan) contribution proportion
1 shenfang group 688.7595%
2. Shenzhen real estate investment 36.255%
Total 725.00100%
8. Main financial data:
