Securities code: Shandong Hi-Speed Road&Bridge Co.Ltd(000498) securities abbreviation: Shandong Hi-Speed Road&Bridge Co.Ltd(000498) Announcement No.: 202217 Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
Announcement on renewing a series of framework agreements on 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 January 2019, Shandong Hi-Speed Road&Bridge Co.Ltd(000498) (hereinafter referred to as “the company”) held the 27th meeting of the 8th board of directors, deliberated and adopted the proposal on renewing a series of framework agreements on connected transactions, It also renewed the framework agreement on raw material procurement, the framework agreement on engineering construction services and the framework agreement on financial services with the controlling shareholder Shandong Hi-Speed Company Limited(600350) Group Co., Ltd. (hereinafter referred to as “Expressway Group”) with effective conditions. See the announcement on signing a series of framework agreements on related party transactions for details, The above agreement came into force in March 2019 after being deliberated and approved by the company’s first extraordinary general meeting in 2019. According to the needs of production and operation, both parties intend to renew the framework agreement on raw material procurement, the framework agreement on engineering construction services and the framework agreement on financial services. The renewal period is three years. 2. As of December 31, 2021, expressway group directly held 776564176 shares of the company, and held 92497537 shares of the company through its wholly-owned subsidiary Shandong Hi-Speed Company Limited(600350) Investment Holding Co., Ltd., with a total of 869061713 shares, accounting for 55.78% of the total share capital of the company. It is the controlling shareholder of the company. In accordance with the provisions of the stock listing rules of Shenzhen Stock Exchange, This transaction constitutes a connected transaction.
3. On March 7, 2022, the company held the 32nd meeting of the 9th board of directors by means of communication, deliberated and adopted the proposal on renewing the series of framework agreements on related party transactions, and the related directors Mr. Zhou Xinbo and Mr. Ma Ning avoided voting when deliberating the above related party transactions. The independent directors approved the related party transaction in advance and expressed independent opinions.
4. The related party transaction still needs to be approved by the general meeting of shareholders, and the related shareholders will avoid voting on the proposal at the general meeting of shareholders.
5. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, nor does it constitute a reorganization and listing, and does not need to be approved by other relevant departments.
2、 Basic information of related parties
(I) description of related relationship: Expressway Group is the controlling shareholder of the company.
(II) basic information of related parties
Company name: Shandong Hi-Speed Company Limited(600350) Group Co., Ltd
Unified social credit Code: 9137 Fiyta Precision Technology Co.Ltd(000026) 71781071
Type: limited liability company (state-owned holding)
Legal representative: Zhou Yong
Registered capital: 45900 million yuan
Date of establishment: July 2, 1997
Address: No. 8, Longao North Road, Lixia District, Jinan City, Shandong Province
Business scope: construction, management, maintenance, operation, development and charging of highways, bridges, railways, ports and airports; Comprehensive development and operation of supporting resources along expressways, bridges and railways; Logistics and related supporting services; Investment and asset management in the financial industry (approved by relevant departments); Design, consultation, scientific research and construction of civil engineering and communication engineering; Sales of building materials; Electromechanical equipment leasing; Advertising business. General items: car trailer, help seeking and obstacle removal services; Bidding agency services; Land use right lease; Non residential real estate leasing; Mechanical equipment leasing; Parking service; Manufacturing of new building materials (excluding hazardous chemicals); Research and development of emerging energy technologies; Application system integration services in artificial intelligence industry (except for the projects subject to approval according to law, carry out business activities independently according to law with business license): highway management and maintenance; Construction project supervision; General aviation services; Various engineering construction activities (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results).
The controlling shareholder of Expressway Group is the state owned assets supervision and Administration Commission of Shandong Provincial People’s government. High speed group is not a dishonest person.
Financial status: by the end of 2020, the audited total assets of Expressway group were 1070747 billion yuan and the total owner’s equity was 309031 billion yuan; In 2020, the total operating revenue was 155939 billion yuan and the net profit was 2.94 billion yuan. By the end of September 2021, the unaudited total assets were 1085465 billion yuan and the total owner’s equity was 279123 billion yuan; From January to September 2021, the total operating revenue was 146331 billion yuan and the net profit was 8.379 billion yuan.
Expressway Group is the controlling shareholder of the company, and this transaction constitutes a connected transaction.
3、 Main contents of transaction agreement and pricing policy
1. Framework agreement on raw material procurement
Party A: Shandong Hi-Speed Company Limited(600350) Group Co., Ltd
Party B: Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
(1) Raw materials provided by Party A to Party B
Party A or its subordinate enterprises shall provide Party B with the quantity of raw materials from time to time as agreed by both parties. Raw materials shall be provided in a manner approved by both parties. Party B can choose Party A as its raw material supplier or a third party to provide raw materials to it. If Party B requires Party A to provide or cause Party A to provide other raw materials other than this agreement, both parties agree:
Party A shall make reasonable efforts to provide the required raw materials, and Party B shall give reasonable support. Both parties shall negotiate with each other to determine the terms and conditions for providing such additional raw materials in accordance with the market principles. Both parties shall sign specific written agreements in accordance with the provisions of this agreement, which shall not violate the pricing standards determined in this agreement.
(2) Pricing standard
The pricing of various raw materials under this Agreement shall be formulated according to the general principles and sequence of this article: if the state has a unified charging standard, the national unified charging standard shall be implemented; Where the state has no unified charging standard, but there are local regulations in Shandong province or Jinan City, the local regulations of Shandong province or Jinan city shall apply; If there is neither national unified charging standard nor local regulations of Shandong province or Jinan City, refer to the market price of Jinan City; In the absence of the above three standards, the charging standard can be determined according to the actual cost of providing raw materials; The actual amount of the whole year shall be subject to the amount confirmed by both parties at the end of each year and audited by accountants.
The amount payable for a raw material shall be determined in accordance with the pricing standard applicable to the supply specified in this agreement, which shall be calculated and estimated every year before the end of the first quarter of each fiscal year. If any matter needs to be modified, both parties can sign a supplementary agreement within the validity period of the agreement.
The government fixed or guided price of a supply refers to the price (as the case may be) specified from time to time by any applicable law, regulation, decision, order or policy issued or issued by the relevant government agency, which will be used as the mandatory or guided price for the raw materials provided or to be provided.
The market price of a raw material shall be determined after considering the following standards in the following order and conducting comprehensive review: the market price of similar raw materials in China; The price (if any) charged by one party when providing raw materials to the other party in the past; The cost of such supply plus reasonable profit price.
The cost of a certain raw material shall be the expenses incurred by Party A when supplying the raw material: if Party A has to pay for purchasing the relevant raw material from a third party, the cost shall include the above purchase price and the additional expenses incurred by the supplier due to providing the relevant raw material to the other party.
The consideration of raw materials can be paid in one time or in installments, and the payment time shall be determined by both parties in accordance with the specific implementation agreement signed separately. When the transaction between Party B and other subordinate listed companies and their subsidiaries of Party A is involved, if Party A has signed the related party transaction framework agreement with such other listed companies, such specific implementation agreement shall be regarded as the specific implementation agreement of the framework agreement signed with such other listed companies, and abide by the provisions of the framework agreement signed with such other listed companies.
(3) Term and termination
The term of validity of this agreement is three years from the effective date of this agreement. This Agreement may be renewed by consensus of both parties.
(4) Take effect
This Agreement shall come into force after the following conditions are met: this agreement is sealed by both parties and signed by the legal representative or authorized representative; This agreement has been deliberated and approved by the general meeting of shareholders of Party B.
2. Framework agreement on engineering construction services
Party A: Shandong Hi-Speed Company Limited(600350) Group Co., Ltd
Party B: Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
(1) General principles of transaction
The engineering construction services in the interpretation provided by Party B to Party A under this Agreement shall ensure that the quality meets the standards recognized by both parties. All engineering construction service transactions in the interpretation of this Agreement shall be concluded in written contracts according to law, standardize the operation, and make them comply with the provisions of relevant laws and regulations of Party B’s listing place (including but not limited to listing rules). Party A and Party B shall ensure that when implementing the project construction services under this agreement, they abide by the provisions of this Agreement and sign a specific execution contract. Party A will fully respect the respective engineering construction service management methods of Party B’s subordinate enterprises and ensure that it will not interfere with the engineering construction services of Party B’s subordinate enterprises by using its identity as the controlling shareholder of Party B.
(2) Engineering construction services
Party B shall provide the engineering construction services specified in the interpretation to Party A or its subordinate enterprises in the quantity agreed by both parties from time to time. Engineering construction services shall be provided in a manner approved by both parties. If Party A requires Party B to supply or promote the supply of other services or commodities other than this agreement, both parties agree that Party B shall make reasonable efforts to provide the required services, and Party A shall give reasonable support. Both parties shall mutually negotiate and determine the terms and conditions for providing such additional services in accordance with market principles. Both parties shall sign specific written agreements in accordance with the provisions of this agreement, which shall not violate the pricing standards determined in this agreement.
(3) Pricing standard
The pricing of various services under this Agreement shall be determined according to the general principles and order of this article: where the government has pricing or guidance price, it shall be determined with reference to the government pricing or guidance price; Where there is no government fixed price or guidance price, but there is a market price, the price shall be determined with reference to the market price; If there is no government price or market price, the price shall be determined by reference to the cost plus reasonable profit; The actual amount of the whole year shall be subject to the amount confirmed by both parties at the end of each year and audited by accountants.
The amount payable for a service shall be determined in accordance with the pricing standard applicable to the purchase specified in this agreement, which shall be calculated and estimated every year before the end of the first quarter of each fiscal year. If any matter needs to be modified, both parties can sign a supplementary agreement within the validity period of the agreement.
The government pricing or guiding price of a procurement refers to the price (as the case may be) specified from time to time by any applicable law, regulation, decision order or policy issued or issued by the relevant government agency, which will be used as the mandatory or guiding price for the services provided or to be provided.
The market price of a service shall be determined after considering the following standards in the following order and conducting comprehensive review: the market price of similar services in China (or the average price charged by these third parties when there are more than one third party providing similar services); The price charged by Party B when providing services to Party A in the past (if any); Party B’s cost of selling such goods or services plus reasonable profit price.
The cost of a service shall be the expenses incurred by Party B when providing the service: if Party B has to pay fees for purchasing relevant goods or services from a third party, the cost shall include the above purchase price and the additional expenses incurred by Party B for providing relevant services to Party A.
The consideration for the services may be paid in a lump sum or in installments, and the payment time shall be determined by both parties in accordance with the specific agreement signed separately.
(4) Term and termination
The term of validity of this agreement is three years from the effective date of this agreement. This Agreement may be renewed by consensus of both parties.
(5) Take effect
This Agreement shall come into force after the following conditions are met: this agreement is sealed by both parties and signed by the legal representative or authorized representative; This agreement has been deliberated and approved by the general meeting of shareholders of Party B.
3. Financial services framework agreement
Party A: Shandong Hi-Speed Company Limited(600350) Group Co., Ltd
Party B: Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
(1) Scope of services
The scope of services provided by Party A to Party B and its subordinate enterprises under this agreement through qualified financial institutions includes the financial services that financial institutions can provide to Party B and its subordinate enterprises based on the business approved by the industry regulatory authorities from time to time, including but not limited to deposits, loans, intra city settlement, remote remittance, entrusted collection, Bill custody Commercial bills and other financial services. Party B and its subordinate enterprises can provide the above services through qualified financial institutions, open accounts in corresponding financial institutions and engage in business in accordance with the relevant provisions of Party B and financial institutions. Party B shall take measures to ensure that its subordinate enterprises comply with the relevant provisions of this agreement when accepting financial services provided by Party A through qualified financial institutions.
(2) Pricing principle
The pricing of various financial services provided by Party A to Party B and its subordinate enterprises under this agreement through qualified financial institutions shall be charged according to the relevant standards or market price of financial services provided by similar financial institutions.
(3) Term and termination
Except for the different requirements of China Securities Regulatory Commission, Shenzhen Stock Exchange, industry regulatory authorities and their laws, regulations and rules, the term of validity of this agreement is three years from the effective date of this agreement.
(4) Take effect
This Agreement shall come into force after the following conditions are met: this agreement is sealed by both parties and signed by the legal representative or authorized representative; This agreement has been deliberated and approved by the general meeting of shareholders of Party B.
4、 Transaction purpose and impact
The above related party transactions are the needs of the company’s business development, are of positive significance to the company’s development and are conducive to the interests of all shareholders of the company. The pricing principle of this transaction is fair and objective, which is in line with the interests of the listed company and all shareholders, and there is no damage to the interests of the listed company and minority shareholders.
5、 All kinds of related party transactions have occurred with the related party
From January 1, 2022 to February 28, 2022, the company and the controlling shareholder Expressway Group and its subsidiaries have accumulated various daily related party transactions of RMB 3.993 billion (Unaudited).
