Securities abbreviation: Guangdong Expressway a, Guangdong Expressway B securities code: Guangdong Provincial Expressway Development Co.Ltd(000429) , 200429 Announcement No.: 2022013 Guangdong Provincial Expressway Development Co.Ltd(000429)
Announcement of 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
Guangdong Provincial Expressway Development Co.Ltd(000429) (hereinafter referred to as “the company”) the 27th meeting of the ninth board of directors deliberated and adopted the proposal on transferring 100% equity of Guangdong High Speed Technology Investment Co., Ltd., a wholly-owned subsidiary, on March 15, 2022: Agree that the company will transfer 100% equity of Guangdong High Speed Technology Investment Co., Ltd. (hereinafter referred to as “Guangdong high tech”) to Guangdong Litong Technology Investment Co., Ltd. (hereinafter referred to as “Guangdong high tech”) through non-public agreement transfer based on the recorded asset evaluation results, and the transfer price is 506239 million yuan; 2. Authorize the company’s management team to handle matters related to this equity transfer. Litong technology is a wholly-owned subsidiary of Guangdong Communications Group Co., Ltd., the controlling shareholder of the company. According to the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes the related party transaction of the company.
The 27th meeting of the 9th board of directors of the company deliberated and adopted the proposal on transferring 100% equity of the wholly-owned subsidiary Guangdong High Speed Technology Investment Co., Ltd. according to the procedure of related party transactions. The voting results: 10 votes in favor, 0 votes against and 0 abstention. The related directors Chen minxiansheng, you XiaoCong, Ren Hua and Zeng Zhijun avoided the voting. The independent directors expressed their opinions on this connected transaction.
The amount of related party transactions of the company is 506239 million yuan, accounting for 0.56% of the owner’s equity of 8982438 million yuan attributable to the shareholders of the listed company at the end of 2021. According to the stock listing rules of Shenzhen Stock Exchange, this transaction does not need to be submitted to the general meeting of shareholders for deliberation.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
Name of related party: Guangdong Litong Technology Investment Co., Ltd
Address: Room 601, No. 5, Kehui Third Street, Science City, Luogang District, Guangzhou
Nature of enterprise: limited liability company
Place of registration: Guangzhou, Guangdong Province
Main office location:
Legal representative: Ling Jian
Registered capital: 102.83 million yuan
Business scope: communication, software, electronic components, retail; Repair of communication equipment; Software development; Information technology consulting services; Data processing and storage services; Research and development of electronics, communication and automatic control technology; Research and development of network technology; Computer technology development and technical services; Manufacturing of security smart card equipment and systems; Information system integration service; Site leasing (excluding warehousing); Mechanical equipment leasing; Leasing of construction machinery and equipment; Project investment; Investment, construction, maintenance and operation of iron tower; Leasing of communication base station facilities (excluding satellite television broadcasting ground receiving equipment and transmitting facilities); Development, leasing and operation of communication pipelines. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholder: Guangdong Communications Group Co., Ltd
Actual controller: Guangdong Communications Group Co., Ltd
Financial status: in 2021, the operating income was 262155400 yuan and the net profit was 120127100 yuan; As of December 31, 2021, the total assets were 6848665 million yuan and the net assets were 511602 million yuan.
Dishonest executee: no
3、 Basic information of Guangdong hi tech
(I) overview of assets
Yuegaoke, a wholly-owned subsidiary of the company, was established on August 13, 2001 with a registered capital of 100 million yuan. It is registered in Guangzhou, Guangdong Province. Its main business is energy-saving technical services, energy-saving and emission reduction project consultation in the transportation industry, electromechanical engineering construction, electromechanical system maintenance, LED lighting system and other expressway maintenance, lighting business and expressway outdoor advertising Smart party building cloud platform, weighing equipment inspection and maintenance and highway composite traffic card, automatic card checking machine and other Internet plus traffic related business.
The company hired YONGTUO accounting firm (special general partnership) to conduct a special audit on Guangdong high tech. YONGTUO Certified Public Accountants (special general partnership) issued the special financial audit report of Guangdong High Speed Technology Investment Co., Ltd. for the year of 2021 (Yongzheng zhuanzi (2022) No. 310009) with unqualified opinions. The main financial data are as follows:
Unit: Yuan
September 30, 2021 December 31, 2020
Total assets 1123054178614440057248
Total liabilities 7450210 Shenzhen Laibao High-Tech Co.Ltd(002106) 86238134
Net assets 37803317843753819114
January September 20212020
Operating income 168113116810627617824
Operating profit -516132538554373193
Net profit 26512670459695264
Net cash flow from operating activities -25288164421428426529
(II) assessment
The company and Litong technology jointly entrusted Beijing Guorong Xinghua Asset Appraisal Co., Ltd. (hereinafter referred to as the “appraisal company”) to issue the asset appraisal report for the equity transfer. The benchmark date of the appraisal is September 30, 2021.
The appraisal company has issued the asset appraisal report on the appraisal project of the value of all shareholders’ equity of Guangdong High Speed Technology Investment Co., Ltd. involved in the equity to be transferred by Guangdong Provincial Expressway Development Co.Ltd(000429) plan (Guorong Xinghua Ping Bao (Yue) Zi [2022] No. 0002) (hereinafter referred to as the “appraisal report”).
According to the appraisal report, the asset-based method and income method are adopted. The results are as follows:
1. Asset based approach
According to the asset-based method, the book value of the total assets of Guangdong hi tech on the benchmark date is 1123054 million yuan, the appraisal value is 1199146 million yuan, the added value is 7.6092 million yuan, and the added value rate is 6.78%; The book value of total liabilities is 745021 million yuan, and the assessed value is 745021 million yuan, with no increase or impairment; The book value of owner’s equity is 378033 million yuan, the appraisal value is 454125 million yuan, the added value is 7.6092 million yuan, and the added value rate is 20.13%.
2. Results of income method
The book value of the net assets of Guangdong hi tech on the benchmark date is 378033 million yuan; The value of all shareholders’ equity assessed by the income method is 506239 million yuan, the added value is 128206 million yuan, and the added value rate is 33.91%. 3. Determination of evaluation results
After comparing the appraisal results of asset-based method and income method, the difference between the appraisal value of income method and asset-based method is 5.2114 million yuan, and the difference rate is 11.48%. The appraisal report takes the appraisal results of the income method as the value reference basis, that is, the appraisal value of all shareholders’ equity of Guangdong high tech is 506239 million yuan.
(III) other conditions
1. Guangdong hi tech and Litong technology will not be executed for dishonesty.
2. As of the date of this announcement, the company has not provided guarantee, financial assistance or entrusted financial management for Guangdong high tech; The funds of Guangdong Gaoke Expressway do not exist; After the completion of the transaction, there is no situation of providing financial assistance to others in disguised form in the form of operating capital transactions.
This transaction is based on the recorded asset appraisal results, and the transaction price is 506239 million yuan. 5、 Main contents of related party transaction agreement
(I) equity transfer price and payment method
The equity transfer price of this equity transfer is determined based on the appraisal value of the subject equity in the appraisal report on the benchmark date. The appraisal report takes September 30, 2021 as the appraisal base date, and determines that the appraisal value of the subject equity on the appraisal base date is 506239 million yuan. In this equity transfer, Litong technology shall pay the equity transfer price of 506239 million yuan to our company.
Litong technology shall pay the equity transfer price to our company within 5 working days after the effectiveness of this agreement. (II) arrangement of transition period
The period from the benchmark date of asset appraisal to the date of equity delivery is the “transition period” agreed in the agreement. During the transition period, the profits and losses generated by Guangdong hi tech shall be enjoyed and borne by Litong technology. No special audit will be conducted on the profits and losses during the transition period, and the equity transfer price will not be adjusted accordingly.
(III) arrangement of shareholders’ rights
The delivery date of the underlying equity is the date when the underlying equity is changed and registered in the name of Litong technology by the market supervision and administration department. The rights and obligations of shareholders before the delivery date shall be enjoyed and borne by Guangdong Expressway, and the rights and obligations of shareholders after the delivery date shall be enjoyed and borne by Litong technology.
6、 Purpose of transaction and impact on the company
1. This transaction is conducive to implementing the major deployment of the central government and Guangdong Province on the reform of state-owned enterprises, Solidly Promoting the implementation of the three-year action of state-owned enterprise reform, and implementing the working spirit of Guangdong SASAC on carrying out the professional integration of provincial second and third level enterprises.
2. This transaction fully considers the business development of the transferor, the transferee and the transfer target company. It is the optimization and adjustment of the company’s existing asset structure according to the actual operation needs, which is conducive to improving the company’s operation efficiency and quality, promoting the effective allocation of resources and meeting the company’s actual operation and future development needs. 3. After this transaction, the scope of the company’s consolidated financial statements will be reduced to Guangdong high tech company. This transaction is expected to increase the company’s net profit by about 23.14 million yuan (the final data shall be subject to the company’s annual audited financial report data).
7、 Accumulated various connected transactions with the connected person
From the beginning of 2022 to the disclosure date, the total amount of various related party transactions between the company and its holding subsidiaries and Litong technology is 506239 million yuan (including this related party transaction).
From the beginning of 2022 to the disclosure date, the total amount of various related party transactions that have occurred between the company and its holding subsidiaries and Guangdong Communications Group Co., Ltd. and its holding companies or companies with significant influence is RMB 119658 million (including this related party transaction), accounting for 1.33% of the owner’s equity attributable to shareholders of listed companies at the end of 2021.
8、 Prior approval and independent opinions of independent directors
The independent directors of the company expressed independent opinions on the related party transaction: 1. The related party transaction followed the principles of openness, fairness and impartiality, and the transaction pricing was fair; It does not affect the independence of the company and does not damage the legitimate rights and interests of the company and other non affiliated shareholders, especially the interests of minority shareholders. 2. The voting procedures of Guangdong Expressway in considering the above two connected transactions complied with the relevant provisions of the company law, the articles of association and the Listing Rules of Shenzhen Stock Exchange. The connected directors Mr. Chen Min, Mr. Zeng Zhijun, Mr. you XiaoCong and Mr. Ren Hua avoided voting.
8、 Opinions of intermediaries
1. YONGTUO Certified Public Accountants (special general partnership) conducted a special audit on Guangdong high tech; Issued the special financial audit report of Guangdong High Speed Technology Investment Co., Ltd. for the year of 2021 (Yongzheng zhuanzi (2022) No. 310009) with unqualified opinions.
2. Beijing Guorong Xinghua Asset Appraisal Co., Ltd. issued the asset appraisal report for this equity transfer, and the asset appraisal report of the appraisal project of the value of all shareholders’ rights and interests of Guangdong High Speed Technology Investment Co., Ltd. involved in the Guangdong Provincial Expressway Development Co.Ltd(000429) proposed equity transfer (Guorong Xinghua appraisal report (Yue) Zi [2022] No. 0002).
9、 For future reference
