Stock abbreviation: Foshan Electrical And Lighting Co.Ltd(000541) (A shares) Guangdong lighting B (B shares)
Stock Code: Foshan Electrical And Lighting Co.Ltd(000541) (A shares) 200541 (B shares)
Announcement No.: 2022016
Foshan Electrical And Lighting Co.Ltd(000541)
Announcement on related party transactions due to public bidding
The board of directors does not guarantee that the contents of the announcement are false, complete or misleading. 1、 Overview of related party transactions (I) basic information of related party transactions
Fozhao (Hainan) Technology Co., Ltd. (hereinafter referred to as “Hainan Company”), a wholly-owned subsidiary of the company, passed the national public resources trading platform (Hainan Province) on January 21, 2022（ http://zw.hainan.gov.cn./ggzy ）And other bidding websites published the announcement on the General Contracting Bidding for the design and construction of plant and supporting facilities in Hainan mei’an high tech Zone of fozhao (Hainan) Technology Co., Ltd., and conducted public bidding for the general contracting project for the design and construction of plant and supporting facilities in Hainan mei’an high tech Zone of fozhao (Hainan) Technology Co., Ltd. After performing the corresponding procedures of bid opening, review and publicity, it is determined that the bid winner is a bidding consortium composed of Guangdong Jiangsu Zhongnan Construction Group Co.Ltd(000961) Co., Ltd. (main) and Guangdong Architectural Design and Research Institute Co., Ltd. (Cheng), with a total bid winning amount of 179051600 yuan. (II) description of association relationship
Guangdong Jiangsu Zhongnan Construction Group Co.Ltd(000961) Co., Ltd. (hereinafter referred to as ” Jiangsu Zhongnan Construction Group Co.Ltd(000961) “) in the above bidding consortium is a secondary wholly-owned subsidiary of Guangdong Guangsheng Holding Group Co., Ltd. (hereinafter referred to as “Guangsheng group”), the controlling shareholder of the company. In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, The above bidding consortium participated by Jiangsu Zhongnan Construction Group Co.Ltd(000961) won the bid for the project of “general contracting of plant and supporting facilities construction design and construction of Hainan mei’an high tech Zone of fozhao (Hainan) Technology Co., Ltd., forming a related party transaction.
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. 2、 Basic information of the winning bidder (I) Guangdong Architectural Design and Research Institute Co., Ltd
Nature of enterprise: limited liability company
Registered address: No. 97, Liuhua Road, Liwan District, Guangzhou
Legal representative: Zeng Xianchuan
Registered capital: 68 million yuan
Date of establishment: April 15, 1994
Unified social credit Code: 9144 Shenzhen Textile (Holdings) Co.Ltd(000045) 58576332
Business scope: construction engineering design; Engineering design of municipal industry; Preparation of urban and rural planning; Comprehensive engineering survey services; Whole process engineering consulting services; General contracting of the project; General contracting of construction; Landscape engineering design; Environmental engineering design; Civil air defense engineering design; Indoor and outdoor decoration engineering design; Geotechnical investigation and design; Lighting engineering design and Penstock Design; mapping; Inspection and detection; Engineering consulting services; Project planning and evaluation; Electromechanical consultant; Project management; Project agent construction management services; Project cost consultation; Procurement and sales of equipment and materials; Building inspection and appraisal; Government procurement agency services; Project investment and management, investment consultation; Building information model technology service; Software development; Computer technology services; Development and manufacturing of construction products; Sales: building materials, general machinery; Graphic production services; Undertake the survey, consultation, design and supervision services of foreign and Chinese foreign-funded projects, as well as the export services of equipment, materials and spare parts required for the above projects. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Main financial data:
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 1408977130603747
Net assets 642184617948307
2020 January September 2021
Operating income 1914901110830564
Net profit 13653951004149
As of the disclosure date of this announcement, Guangdong HENGJIAN Investment Holding Co., Ltd. holds 55.16% equity of Guangdong Architectural Design and Research Institute Co., Ltd. according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Guangdong Architectural Design and Research Institute Co., Ltd. is not an affiliated party of the company. Whether it is a dishonest executee: after inquiry of relevant information, Guangdong Architectural Design and Research Institute Co., Ltd. is not a dishonest executee.
(II) Guangdong Jiangsu Zhongnan Construction Group Co.Ltd(000961) Co., Ltd. (related party)
Nature of enterprise: limited liability company (sole proprietorship of legal person)
Registered address: first floor, No. 81 and 83, Gangyuan street, shiliugang Road, Haizhu District, Guangzhou
Legal representative: Zhuang Zhimin
Registered capital: 85 million yuan
Date of establishment: December 28, 1991
Unified social credit Code: 91440101190466492t
Business scope: Housing construction engineering construction; Construction of municipal public works; Professional contracting of fire-fighting facilities engineering; Building gas system installation services; Installation services of building air conditioning equipment and ventilation system; Mechanical and electrical equipment installation services; Hoisting equipment installation service; Decoration, decoration and cleaning in the later stage of construction project; Earthwork engineering services; Engineering drainage construction services; Foundation pit support services; Installation service of building heating system; Building drainage system installation services; Building water system installation services; Landscaping engineering services; Construction of landscape and green space facilities; Interior decoration and decoration; Interior decoration design services; House leasing; Site leasing (excluding warehousing); Parking lot operation; estate management.
History: Jiangsu Zhongnan Construction Group Co.Ltd(000961) was founded in 1951, formerly known as “engineering construction brigade of Logistics Department of Guangzhou Military Region”. It has been rated as “contract abiding and trustworthy enterprise” and “key enterprise of Haizhu District of Guangzhou” by Guangdong Province / Guangzhou Administration for Industry and Commerce for many years. The company has complete qualifications and supporting facilities. In 1993, it was rated as a first-class construction enterprise by the Ministry of construction of the people’s Republic of China. Now it has first-class national general contracting of construction engineering, first-class professional contracting of building electromechanical installation engineering, first-class professional contracting of foundation engineering, first-class professional contracting of hoisting equipment installation engineering, first-class professional contracting of Building Decoration Engineering Grade III general contracting qualification for municipal public works construction and grade II professional contracting qualification for fire-fighting facilities engineering.
He has rich construction experience and has won the titles of “first prize of high-quality project of General Logistics Department”, “Luban Prize of national residential community”, provincial and municipal “excellent model project” and “excellent model site of safe production and civilized construction”.
Main financial data:
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 15958118698408
Net assets 2690424857534
2020 January September 2021
Operating income 1010571526566
Net profit 14821358.24
As of the disclosure date of this announcement, Guangdong Guangsheng Holding Group Co., Ltd. holds 100% equity of Guangdong Huajian Enterprise Group Co., Ltd. and Guangdong Huajian Enterprise Group Co., Ltd. holds 100% equity of Guangdong Jiangsu Zhongnan Construction Group Co.Ltd(000961) Co., Ltd. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the bidding project of the winning company of the above bidding consortium participated by Jiangsu Zhongnan Construction Group Co.Ltd(000961) forms a related party transaction.
Whether it is a dishonest executee: upon inquiry of relevant information, Jiangsu Zhongnan Construction Group Co.Ltd(000961) is not a dishonest executee. 3、 Basic information of related party transactions
The subject matter of this related party transaction is the general contract for the design and construction of plant and supporting facilities in Hainan mei’an high tech Zone of fozhao (Hainan) Technology Co., Ltd. The contents of the project include: (1) design part: according to the design work within the scope described in the project bidding document, including civil engineering, installation, decoration (excluding process decoration), fire protection, electromechanical, roads, landscaping, pipe network within the red line, fence gatehouse and other supporting facilities, scheme design, construction drawing design, change design, cooperation in completing construction drawing review Design the contents required for the implementation of subsequent cooperation services and other projects. (2) Construction part: general contracting of construction as agreed in the bidding documents and contracts. The specific construction contents shall be subject to the construction drawings and bill of quantities confirmed by the tenderee. Including but not limited to: Civil Engineering, installation, decoration (excluding process decoration), fire protection, electromechanical, roads, landscaping, external power and water, pipe network within the red line, fence gatehouse and other supporting facilities; Construction, test, appraisal, inspection and acceptance of building energy conservation, as built drawings and other related contents. The details shall be subject to the construction drawings and bill of quantities of the final contract. For details, please log in to the national public resources trading platform (Hainan Province)（ http://zw.hainan.gov.cn./ggzy ）And other websites. 4、 Pricing policy and basis of related party transactions
Hainan company organized public bidding for the general contracting of design and construction of plant and supporting facilities in Hainan mei’an high tech Zone. The general contracting price of design and construction is the quotation of the bid winner. The amount of this related party transaction is 179051600 yuan. 5、 Main contents of related party transaction agreement
The tenderee Hainan Company and the bidding agency Guangdong electromechanical equipment bidding Center Co., Ltd. have recently sent the letter of acceptance to the bid winner. Up to now, Hainan Company has not signed an agreement with the bid winner of the project. Hainan Company will organize the signing of contracts in accordance with relevant regulations as soon as possible to speed up the project construction. 6、 Purpose and impact of related party transactions
The above-mentioned related party transactions between Hainan Company and its related party Jiangsu Zhongnan Construction Group Co.Ltd(000961) in the general contracting project of plant and supporting facilities construction in Hainan mei’an high tech Zone are necessary for the company’s normal project investment. The pricing of this related party transaction is determined through public bidding, following the principles of openness, fairness, impartiality, mutual benefit, voluntariness and equality, and the price is fair, There is no situation that damages the interests of the company and the majority of shareholders, especially the minority shareholders, and will not have an adverse impact on the company. 7、 All kinds of related party transactions that have occurred between the company and the related person
From the beginning of 2022 to the disclosure date, the amount of related party transactions between the company and Jiangsu Zhongnan Construction Group Co.Ltd(000961) was 0900 yuan (excluding this transaction). 8、 Opinions of independent directors
This connected transaction was caused by public bidding. The transaction pricing method is fair, fair and open, and the transaction price is fair and reasonable, which complies with the relevant provisions of the CSRC, Shenzhen Stock Exchange and the articles of association, and there is no situation that damages the interests of the company and other non connected shareholders, especially small and medium-sized shareholders, We agree to the related party transactions of the company caused by public bidding. 9、 Documents for future reference
1. Notification of award;
2. Independent opinions of independent directors on related party transactions formed due to public bidding.
It is hereby announced.
Foshan Electrical And Lighting Co.Ltd(000541)
Board of directors
March 11, 2022
