Materials of the third extraordinary general meeting of shareholders of Shenzhen Special Economic Zone Real Estate (Group) Co., Ltd. in 2021
Materials of the third extraordinary general meeting of shareholders in 2021
December 29, 2001
List of materials for the third extraordinary general meeting of shareholders of Shenzhen Special Economic Zone Real Estate (Group) Co., Ltd. in 2021
catalogue
Agenda of the third extraordinary general meeting of shareholders in 2021 3. The proposal on the transfer of 100% equity and related party transactions of Shenzhen Property Management Co., Ltd. is wrong! No bookmarks defined.
Agenda of the second extraordinary general meeting of shareholders of Shenzhen Special Economic Zone Real Estate (Group) Co., Ltd. in 2021
Shenzhen Special Economic Zone Real Estate (Group) Co., Ltd
Agenda of the third extraordinary general meeting of shareholders in 2021
Time: from 14:45 on Wednesday, December 29, 2021
Venue: conference room 48A, shenfang Plaza
Moderator: Mr. Liu Zhengyu, chairman
Serial number agenda
1. The host announces the preparations for the meeting and the attendance of shareholders at the meeting
Deliberation on proposal 2 proposal on transfer of 100% equity and related party transactions of Shenzhen Property Management Co., Ltd. 3 on-site interaction of shareholders 4 shareholders’ voting on the proposal 5 vote monitoring, vote counting and consolidation of online voting data 6 announcement of the voting results of the meeting 7 Legal Adviser’s witness to the effectiveness of the meeting 8 closing of the meeting
Proposal:
About the transfer of 100% equity of Shenzhen Property Management Co., Ltd
And related party transactions
Dear shareholders
Shenzhen Special Economic Zone Real Estate (Group) Co., Ltd. (hereinafter referred to as “the company”, “shenfang” or “shenfang group”) intends to transfer 100% equity of its wholly-owned Shenzhen Property Management Co., Ltd. (hereinafter referred to as “Shenzhen property”) to Shenzhen Guomao Property Management Co., Ltd. (hereinafter referred to as “Guomao property”), mainly as follows:
1、 Overview of related party transactions
(i) In order to further optimize and adjust the company’s industrial structure, enrich capital reserves, expand new areas of profit growth and continuously improve the company’s quality, the company plans to transfer 100% equity of wholly-owned Shenzhen property to ITC property. （2） ITC property is a wholly-owned subsidiary of Shenzhen Properties & Resources Development (Group) Ltd(000011) (hereinafter referred to as “Shenzhen property group”), and both Shenzhen property group and the company are holding subsidiaries of Shenzhen Investment Holding Co., Ltd. (hereinafter referred to as “investment holding company”). According to the stock listing rules of Shenzhen Stock Exchange and other relevant regulations, this transaction constitutes a connected transaction.
（3） On December 13, 2021, the company held the 69th meeting of the 7th board of directors, deliberated and adopted the proposal on transferring 100% equity and related party transactions of Shenzhen Property Management Co., Ltd 。 During the deliberation of the proposal by the board of directors, Mr. Liu Zhengyu, Ms. Wen Li and Mr. Sun Minghui, the related directors, have avoided voting, and 6 non related directors participated in the voting. The independent directors of the company have approved the above proposal in advance and expressed independent opinions. See the announcement on the resolution of the 69th meeting of the 7th board of directors and the announcement on the transfer of 100% equity and related party transactions of Shenzhen Property Management Co., Ltd. published by the company in China Securities Journal, securities times, Ta Kung Pao and cninfo on December 14, 2021.
（4） According to the articles of association, the transfer of equity needs to be approved by the general meeting of shareholders of the company, and the related parties interested in the related party transaction will withdraw from voting.
（5） The equity transfer does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. At present, it has been approved by the superior property right unit, and the relevant appraisal report has completed the filing procedures of the superior property right unit.
2、 Basic information of related parties
(i) Basic information
Company name: Shenzhen Guomao Property Management Co., Ltd;
Unified social credit Code: 91440300192174549t;
Enterprise type: limited liability company (sole proprietorship of legal person);
Registered capital: 20 million yuan;
Legal representative: Chen Hongji;
Address: 34 / F, international trade commercial building, No. 3005, nanhu road, Jiabei community, Nanhu street, Luohu District, Shenzhen; Main business: property management services;
Major shareholders and their respective shareholding ratio: Shenzhen property group holds 100% equity;
Actual controller: state owned assets supervision and Administration Commission of Shenzhen Municipal People’s government.
（2） Historical evolution
In 1982, Shenzhen Property Development Corporation (now the predecessor of Shenzhen property group) organized the preparation for the construction of Shenzhen International Trade Center building (hereinafter referred to as the international trade building), the international trade building was completed in 1985. In 1986, Shenzhen Property Development Corporation and Hong Kong Jingsheng Development Co., Ltd. jointly invested to establish a joint venture Shenzhen International Trade property management company. In 1987, it was solely operated by Shenzhen Property Development Corporation with a registered capital of 1 million yuan.
In 2000, Shenzhen property group decided to restructure, merge and restructure its three subordinate property management companies, Shenzhen Guomao property management company, Shenzhen property development management company and Shenzhen Guoli Industrial Company, into today’s Shenzhen Guomao Property Management Co., Ltd., with a registered capital of 20 million yuan.
In June 2020, Shenzhen property group will integrate its property sector. ITC property is positioned as a platform company, including Shenzhen Investment Control Property Management Co., Ltd., Shenzhen Huangcheng Property Management Co., Ltd., Yangzhou Slender West Lake Jingyue Property Management Co., Ltd., Shenzhen Shenshan special cooperation zone Guomao Property Development Co., Ltd., Shenzhen Tian’an International Property Management Co., Ltd The equity and business management rights of Shenzhen Dark Green Garden Co., Ltd. and Shenzhen Guomao catering Co., Ltd. were transferred to Guomao property (the equity of Shenzhen Investment Control Property Management Co., Ltd. was officially transferred to Guomao property in September 2021).
（3） Key financial data
The financial data of the third (audited) period (Unaudited) of ITC property are as follows:
Unit: 10000 yuan
2018.12. 312019.12. 312020.12. 312021.9. thirty
Total assets 46998.0950649.4151197.34129746.07
Total liabilities 38308.6539512.5537388.1486469.05
Net assets 8450.6410700.4412588.0841939.51
2018 2019 2020 2021 first three quarters
Operating income 48206.7354019.1056815.6886269.07
Net profit 2392.312249.791409.554823.15
（4） Association description
ITC property is a wholly-owned subsidiary of Shenzhen property group. Both Shenzhen property group and the company are holding subsidiaries of the investment holding company, so ITC property is a related party of the company.
（5） ITC property is not a dishonest person.
3、 Basic information of related party transactions
(i) This transaction is to transfer 100% equity of Shenzhen property. The basic information of Shenzhen property is as follows:
Company name: Shenzhen Property Management Co., Ltd;
Unified social credit Code: 91440300192176034c;
Enterprise type: limited liability company;
Registered capital: 7.25 million yuan;
Legal representative: Chen Jiafa
Address: Mudan village, Yijing garden, Yijing Road, Luohu District, Shenzhen;
Main business model and profit model: Shenzhen property mainly serves the property management projects of shenfang 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.
Major shareholders and their respective shareholding ratio: the company directly holds 95% equity of Shenzhen property, and the company’s wholly-owned subsidiary Shenzhen Shenfang Investment Co., Ltd. (hereinafter referred to as “shenfang investment”) holds 5% equity of Shenzhen property.
（2） Transfer scope and main assets:
1. Scope of transfer
Shenzhen property parent company includes 44 branches, including headquarters, Wenfeng Huating management office, shenfang cuilinyuan management office, Yingtan branch, Jingmen Branch and Wuhan Branch. It has professional technical service enterprises such as Shenwu elevator and cleaning company. The subsidiaries (existing) are as follows:
No. name of investee shareholding ratio%
1 Shenzhen Shenwu Elevator Co., Ltd. 100
2 Shenzhen shenfang property cleaning Co., Ltd. 100
2. Main assets
The transferred assets are mainly real estate assets, including 16 projects, including 3 sets of investment real estate, all distributed in Luohu District, Shenzhen, with a total construction area of 2672.97 square meters. See the following table for details:
Serial number, house name, specific location, structural use, building surface area (M2)
1 Shenfang dizi No. 5015 Shennan East Road, community 1202, Xinwei frame shear office, Guiyuan street, Luohu District, block B, jinfengcheng building, 325.584216715
2 wuxilong small building, 1-5 floors, shops on 1-2 floors of Renmin South frame, Luohu District, Shenzhen, hotel on 3-5 floors, No. 2059, 1502.00 road
3f-6f, building 845.394212619, mixed residence, No. 2003, Yijing Road, Luohu District
Total 2672.97
There are 13 sets of fixed assets houses and buildings, with a total construction area of 3872.71 square meters, distributed in Luohu District and Futian District. See the following table for details:
No. building name specific location house ownership certificate No. purpose building area (M2)
Shen Fang Di Zi No. 4217013 office building, No. 2003, Yijing Road, Luohu District, path 4, Mudan village, Yijing Garden
No. 1 1805.52
2. Residence 28.80, No. 0213214, Shenfang dizi, Shennan East Road, 14# Luohu District, block 3, Jincheng Building
There is no office at No. 1023, Buxin Road, Luohu District, dongle Garden Entertainment Center
Building 3123 480.00
4 friendship underground
