Securities code: China United Network Communications Limited(600050) securities abbreviation: China United Network Communications Limited(600050) Announcement No.: 2022016 China United Network Communications Limited(600050)
Announcement on daily connected transactions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The daily connected transactions involve the indirect holding subsidiaries of China United Network Communications Limited(600050) (hereinafter referred to as "the company"), China United Network Communication Co., Ltd. (hereinafter referred to as "Unicom operation company") and China iron tower Co., Ltd. (hereinafter referred to as "China iron tower") The daily related party transactions between Unicom operation company, Shenzhen Tencent computer system Co., Ltd. (hereinafter referred to as "Tencent technology") and Alibaba cloud computing Co., Ltd. (hereinafter referred to as "Alibaba cloud") have been deliberated by the board of directors of the company.
These daily related party transactions are market-oriented choices based on the maximization of benefits and the optimization of operating efficiency, which fully embodies the cooperation principle of professional cooperation and complementary advantages. The transactions are conducted in accordance with the principles of openness, fairness and impartiality, without harming the interests of both parties, and without any adverse impact on the company's financial status and operating results.
1、 Basic information and deliberation procedures of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On March 11, 2022, the 11th meeting of the 7th board of directors and the 5th meeting of the 7th board of supervisors of the company respectively deliberated on the proposal on daily connected transactions, which were unanimously adopted. Related directors Mr. Lu Shan and Mr. Zhang Jianfeng have avoided voting on relevant matters in accordance with relevant regulations.
The audit committee of the board of directors of the company issued audit opinions and believed that the relevant materials of these related party transactions were complete and the management of the company had conducted comprehensive communication with them. Related party transactions belong to the normal economic behavior of the company and meet the needs of the company's operation and development; The transaction follows the principles of fairness, impartiality, voluntariness and good faith. The transaction pricing is fair and reasonable without damaging the interests of the company and shareholders (especially minority shareholders).
Before the board of directors, the company reported to the independent directors, who made a statement of prior approval and issued independent opinions: the related party transactions are based on the company's daily and general business transactions and signed according to the general commercial terms, the decision-making procedures are legal, the relevant terms are fair and reasonable, the transaction price conforms to the market standards, and the pricing is fair and reasonable, There is no situation that damages the interests of shareholders (especially minority shareholders). In the daily related party transactions of the company, the amount of daily related party transactions between the company's indirect holding subsidiary Unicom operation company and China Tower in 2022 is expected to not exceed RMB 23.7 billion, and the upper limit has exceeded 5% of the company's audited net assets by the end of 2021, which needs to be submitted to the general meeting of shareholders of the company for deliberation; The amount of daily related party transactions between Unicom operating company and Tencent technology in 2022 is expected to not exceed RMB 10 billion, and the upper limit has exceeded 5% of the company's audited net assets by the end of 2021, which needs to be submitted to the general meeting of shareholders of the company for deliberation; The amount of daily connected transactions between Unicom operating company and Alibaba cloud in 2022 is expected to not exceed RMB 3.5 billion, and the upper limit has exceeded 0.5% of the company's audited net assets by the end of 2021, which has been deliberated by the board of directors of the company; The amount of revenue from daily related party transactions between Unicom and Alibaba cloud in 2021 has been increased by 325 million yuan, which has been deliberated by the board of directors of the company.
(II) annual cap adjustment of daily connected transactions
In 2021, because the business development exceeded the previous forecast, the related party transactions between Unicom operating company and Alibaba cloud changed from the original forecast. According to the provisions of section 3, Chapter 6 of the Listing Rules of Shanghai Stock Exchange, the original forecast needs to be adjusted. The daily related party transactions in 2021 to be adjusted are as follows:
Name of sequence related parties originally estimated that the daily related transactions in 2021 are to be adjusted. After adjustment, the daily related transactions in 2021 are known as the upper limit of transaction amount and the upper limit of transaction amount
No more than 1.6 billion yuan, of which revenue increased by 325 million yuan and no more than 1.925 billion yuan, including 1 Alibaba cloud revenue of 1.2 billion yuan, expenditure of 400 million yuan, revenue of 1.525 billion yuan and expenditure of 400 million yuan
(III) execution of daily connected transactions
Name of related parties transaction content number and amount of past daily related party transactions
Renting communication towers and related assets and services; Provide construction, design, supervision, agent maintenance, intermediary and supply chain yuan to China's iron tower with an income of 306 million yuan in 2021, and the expenses
1. China iron tower, training services and other services; RMB 11.7 billion of new tower property and office property and services were provided to China. Housing, land and property management service fees, etc.
Including but not limited to, China Unicom's operating company provided 2.884 billion yuan of revenue to Tencent technology in 2021, 2 Tencent technology Telecom and related value-added services, Purchased Equity from Tencent technology, and spent 1.586 billion yuan. Products and cooperation to carry out one card recharge business, Tencent technology to
Unicom operation company provides wechat payment channel business, etc.
Including but not limited to the power provided by China Unicom to Alibaba cloud, the revenue in 2021 was 1.525 billion 3 Alibaba cloud information and related value-added services, the cooperation with Alibaba cloud in cloud computing, and the expenditure was 228 million yuan. Related business, etc.
According to the actual transaction amount of previous years and the needs of future business development, the daily connected transaction amount between Unicom operation company and China Tower in 2022 is expected to be no more than 23.7 billion yuan, including no more than 700 million yuan of revenue, no more than 8 billion yuan of new use right assets and no more than 15 billion yuan of expense; The amount of daily related party transactions between Unicom and Tencent technology in 2022 is expected to be no more than 10 billion yuan, of which the revenue is no more than 6 billion yuan and the expenditure is no more than 4 billion yuan; The amount of daily connected transactions between Unicom and Alibaba cloud in 2022 is expected to be no more than RMB 3.5 billion, including revenue of no more than RMB 3 billion and expenditure of no more than RMB 500 million.
2、 Introduction and relationship of related parties
(I) basic information of related parties
1. China Tower
China Tower is a large-scale communication tower infrastructure service enterprise, which is mainly engaged in the construction, maintenance and operation of communication tower and other base station supporting facilities, high-speed rail subway public network coverage and large-scale indoor distribution system. It was established on July 15, 2014 with a registered capital of RMB 17 Chongqing Wanli New Energy Co.Ltd(600847) 10200. The legal representative of China's iron tower is Zhang Zhiyong, and the registered address is 101, floors 1 to 3, building 14, North District, yard 9, dongran North Street, Haidian District, Beijing.
2. Tencent Technology
Tencent technology, founded on November 11, 1998, is an Internet based technology and culture company, mainly engaged in information transmission, software and information technology services, with a registered capital of 65 million yuan. The legal representative of Tencent technology is Ma Huateng, whose registered address is 35 / F, Tencent building, science and technology first road, Maling community, Yuehai street, Nanshan District, Shenzhen.
3. Alibaba cloud
Alibaba cloud was founded on April 8, 2008. Its business scope mainly includes: general items: Sales of Internet of things equipment; Translation services; Operating telecommunication business; Services: technical development and services of computer software and hardware, electronic products and digital products, enterprise management consulting and computer information technology consulting; Designing, producing, acting and publishing Chinese advertisements, non-cultural education and training for adults, and non certificate labor vocational skill training for adults (except for projects involving pre-approval); Wholesale and retail: computer software and hardware, electronic products (except special control), digital products; Conference services, undertaking exhibitions and exhibition design; Intelligent design consultation and transformation; Sales of class II medical devices (except for items subject to approval according to law, business activities shall be carried out independently according to law with business license). Alibaba cloud has a registered capital of 1 billion yuan and its legal representative is Zhang Jianfeng. Its registered address is No. 12, Zhuantang science and technology economic block, Xihu District, Hangzhou, Zhejiang Province.
(II) relationship with listed companies
1. China Tower
As of the date of this announcement, Mr. Mai Yanzhou, senior vice president of the company, has served as a non-executive director of China Tower. According to the relevant provisions of section 3, Chapter 6 of the Listing Rules of Shanghai Stock Exchange, China Tower constitutes the affiliated legal person of the company.
2. Tencent Technology
As of the date of this announcement, Mr. Lu Shan, the director of the company, has served as a director of Tencent technology. According to the relevant provisions of section 3, Chapter 6 of the stock listing rules of Shanghai Stock Exchange, Tencent technology constitutes the affiliated legal person of the company.
3. Alibaba cloud
As of the date of this announcement, Mr. Zhang Jianfeng, a director of the company, has served as chairman and general manager of Alibaba cloud. According to the relevant provisions of section 3, Chapter 6 of the Listing Rules of Shanghai Stock Exchange, Alibaba cloud constitutes an affiliated legal person of the company.
3、 Main contents and pricing principles of related party transactions
(I) China Tower
1. Main contents
China Unicom operating company rents China Tower, communication tower and related assets and services. Unicom operation company provides China Tower with: (1) construction, design, supervision, maintenance, intermediary, supply chain and training services and other services; (2) Real estate leasing and related property services, involving office buildings, production and operation houses, land and property management service fees, etc.
2. Pricing principle
In setting the pricing of leased communication towers and related assets, China Unicom operation company and China Tower take into account many factors, including depreciation cost, maintenance cost, cost plus rate and shared discount. The pricing benchmark and charging standard shall be determined after negotiation between Unicom operation company and China tower according to the principle of fair transaction. At the same time, considering the impact of inflation, large fluctuations in the real estate market and steel prices, or significant changes in the actual operation and forecast data of China Tower, the pricing shall be adjusted accordingly through agreement or negotiation between the two parties.
(II) Tencent Technology
1. Main contents
Including but not limited to the provision of Telecom and related value-added services by China Unicom operating company to Tencent technology, the purchase of equity products from Tencent technology and the cooperative development of one card recharge business, and Tencent technology's provision of wechat payment channel business to China Unicom operating company.
2. Pricing principle
Daily connected transactions are carried out in the daily and general business process. The transaction price is determined through negotiation on a fair basis, with reference to the market price at the time of signing the specific contract or executing the transaction, and in accordance with normal commercial terms and terms not inferior to those obtained from or provided to an independent third party.
(III) Alibaba cloud
1. Main contents
Including but not limited to China Unicom operating company providing telecom and related value-added services to Alibaba cloud, and cooperating with Alibaba cloud to carry out cloud computing related businesses.
2. Pricing principle
Daily connected transactions are carried out in the daily and general business process. The transaction price is determined through negotiation on a fair basis, with reference to the market price at the time of signing the specific contract or executing the transaction, and in accordance with normal commercial terms and terms not inferior to those obtained from or provided to an independent third party.
4、 Impact on Listed Companies
The daily related party transactions of the company are market-oriented choices based on the maximization of benefits and the optimization of operation efficiency, which fully embodies the cooperation principle of professional cooperation and complementary advantages. Daily connected transactions shall be conducted in accordance with the principles of openness, fairness and impartiality, without prejudice to the interests of both parties. Related party transactions will not have any adverse impact on the company's financial status and operating results.
5、 Documents for future reference
1. resolution of the 11th meeting of China United Network Communications Limited(600050) the 7th board of directors. 2. resolution of the 5th meeting of China United Network Communications Limited(600050) the 7th board of supervisors.
3. prior approval and independent opinions of China United Network Communications Limited(600050) independent directors on daily connected transactions.
4. China United Network Communications Limited(600050) audit opinions of the audit committee of the board of directors on daily connected transactions.
It is hereby announced.
China United Network Communications Limited(600050) March 11, 2002
