Securities code: Zhuhai Huajin Capital Co.Ltd(000532) securities abbreviation: Zhuhai Huajin Capital Co.Ltd(000532) Announcement No.: 2022008
Zhuhai Huajin Capital Co.Ltd(000532)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. On October 19, 2021, the 8th meeting of the board of directors on the entrusted transaction of Zhiwan was held, It is agreed that the subordinate subsidiary Zhuhai Huajin Zhihui Bay Venture Capital Co., Ltd. (hereinafter referred to as "Zhihui Bay Company" or "party a") and Zhuhai HUAFA Industrial Park Operation Management Co., Ltd. (hereinafter referred to as "Industrial Park Company" or "Party B") sign the entrusted operation management contract (hereinafter referred to as "contract") to entrust it to carry out a series of pre investment promotion and operation management affairs for the project, and quickly gather popularity with the help of professional teams, To promote the smooth opening and orderly and efficient operation of the park. The total entrusted amount does not exceed 5783210 yuan, and the entrusted period is from October 12, 2021 to December 31, 2021. In 2021, after settlement by both parties, the actual contract amount between zhihuiwan company and Industrial Park Company was 411670385 yuan.
In view of the expiration of the previous entrustment, according to the operation needs of the project and through friendly negotiation, it is proposed to continue to sign the entrusted operation and management contract with the Industrial Park Company. The proposed contract is three years from the date when the contract is signed and takes effect to December 31, 2024, with a total amount of no more than 49695345 yuan.
2. Zhihuiwan company is a wholly-owned subsidiary of the company, the controlling shareholder of the company is Zhuhai HUAFA Real Estate Investment Holding Co., Ltd. (hereinafter referred to as "Huashi holding"), and the Industrial Park Company is a wholly-owned subsidiary of Huashi holding. Huashi holdings is a wholly-owned subsidiary of Zhuhai HUAFA Group Co., Ltd. (hereinafter referred to as "HUAFA group"). Ms. Guo Jin, the chairman of the company, is also the chairman of Huashi holdings, Mr. Xie Hao, the vice chairman and President of the company, is also the director of Huashi holdings, Mr. Li Guangning, the director of the company, is also the general manager of HUAFA group, and Mr. Zou Chaoyong, the director of the company, is also the director of HUAFA group. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction, and the connected directors Guo Jin, Xie Hao, Li Guangning and Zou Chaoyong avoided voting.
3. On March 22, 2022, the 11th meeting of the 10th board of directors held by the company considered and voted on the proposal on renewing the entrusted operation contract and related party transactions of Zhihui Bay Innovation Center project. The voting results: 7 votes in favor, 0 votes against and 0 abstentions. The proposal was considered and passed. This connected transaction needs to be deliberated and approved by the general meeting of shareholders of the company. It does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by other relevant departments.
2、 Basic information of related parties
Company name: Zhuhai HUAFA Industrial Park Operation Management Co., Ltd
Unified credit Code: 91440400ma53nm987g
Registered capital: 10 million yuan
Nature of enterprise: limited liability company
Registered address: 2-12, second floor, building 9, financial industry development base, Hengqin new area, Zhuhai
Legal representative: Shi Xiaoxing
Date of establishment: August 29, 2019
Business scope: operation and management of industrial parks and incubators, operation and management of science and technology platforms, incubation and service of high-tech enterprises; Investment consulting, enterprise management consulting and business consulting (legal and intellectual property); Investment promotion operation of industrial projects, planning and organization of industrial research, investment promotion planning, investment promotion training and investment promotion activities; Property rental and sale, enterprise marketing planning, enterprise affairs agency; Scientific and technological exchanges and services, conference services, exhibition services; Organization and planning of public relations activities, cultural and artistic exchange planning, enterprise training, media agency and cultural media.
Shareholder information and shareholding ratio: Zhuhai HUAFA Real Estate Investment Holding Co., Ltd. 100%
Main financial data: as of December 31, 2021, the total assets were 30.68 million yuan and the net assets were 6.05 million yuan; In 2021, the operating income was 21.17 million yuan and the net profit was 3 million yuan.
As of September 30, 2021, the total assets are 3.43 million yuan and the net assets are - 4 million yuan; From January to September 2021, the operating income was 47000 yuan and the net profit was -7.05 million yuan.
After inquiry, the counterparty Industrial Park Company is not a dishonest executee.
3、 Pricing policy of transaction
The entrusted service price of this transaction adopts the market-oriented pricing principle, and the price is determined on the basis of equality, voluntariness and consensus. According to the annual budget, the operation and management fee includes the relevant expenses incurred by Party B in carrying out the following professional services, including but not limited to the relevant expenses incurred by customer expansion, industrial service organization and investment promotion channel expansion, industrial investment promotion, property management consulting, smart Park platform operation, incubation acceleration service, industrial value-added service, purchase of other third-party professional services Daily operating expenses of the project and service remuneration of Party B. The above pricing is fair and reasonable, and there is no damage to the interests of the company and other non related shareholders, especially minority shareholders.
4、 Main contents of the agreement
1. Responsibilities and contents of entrusted management
Party B shall operate and manage the subject assets within the scope of entrustment, be responsible for daily operation and maintenance, investment promotion, publicity and promotion, property rental and sale, smart Park operation, industrial value-added services, give full play to Party B's professional advantages, ensure the safe operation of the subject assets, maintain and increase the value of the subject assets, complete relevant tasks and indicators in accordance with the annual business plan, and assist Party A in fulfilling the project investment agreement signed with the government All responsibilities and obligations in the project supervision agreement to safeguard the legitimate rights and interests of Party A to the greatest extent.
2. Term of entrustment: from the date when the contract is signed and takes effect to December 31, 2024.
3. Rights and obligations of Party A
During the term of entrustment, Party A has the right to supervise the subject assets of Party B's operation and management, and has the right to put forward opinions and suggestions on the operation and management behaviors implemented by Party B; Party A has the right to require Party B to report the operation and management of the subject assets to party a regularly or irregularly, and Party B shall cooperate; Party A shall pay the entrusted operation expenses to Party B on time and in full, and directly pay the water and electricity expenses of the project; Party A shall provide Party B with office space, facilities and equipment free of charge according to the needs of Party B, so as to meet the conditions of bag entry; Party a fully supports Party B's investment promotion and operation, and assists in the improvement of transportation and industrial supporting facilities, qualification application, policy support, platform introduction, event holding, etc; Party A shall provide necessary assistance for Party B's operation and management of the subject assets; Party A shall give a reply within 5 working days after receiving the written opinions, requests for instructions, fund and seal application put forward by Party B on the project construction, engineering equipment transformation, environmental improvement, customer service, fee payment and other matters during the entrusted management period. In order to ensure rapid response to the settled needs and service demands of the settled enterprises, improve customer satisfaction and avoid customer loss, If Party A fails to reply within the time limit, it shall be deemed that Party A agrees with Party B's suggestions, requirements, applications, etc; Party A shall ensure to timely provide Party B with planning and design schemes, construction drawings, decoration schemes, surveying and mapping reports, property rights certificates and other materials related to the investment promotion and operation of the project, and provide Party B with legal documents and government approvals and other relevant documents necessary for the operation and management of the property of the project.
4. Rights and obligations of Party B
(1) Party B shall dispatch a capable project operation management service team to serve Party A, and Party B shall be equipped with a professional investment promotion team and operation team.
(2) Party B shall be responsible for the asset management and daily maintenance of the project, and independently, efficiently and orderly carry out the project operation and management according to the agreed scope of authorization and approved authority, including but not limited to the following contents: industrial planning, park investment promotion, industrial operation services, publicity and promotion, brand construction, park property consulting and other work related to the project operation. Without the approval of Party A, Party B has no right to implement; Party B only has the right to operate and manage the project Park within the scope agreed in this contract, without any right of disposal, including but not limited to: mortgage, transfer, gift and other acts that may lead to changes in the subject of rights or restrictions on the exercise of rights.
(3) Party B shall unconditionally cooperate to provide Party A with relevant materials and data of the project park on a regular basis; Party A shall submit the information of the project Park of the previous month to Party A before the 7th working day of each month, including but not limited to sales, leasing, payment collection, recent major business plans, major business events, extrabudgetary fund use plans and problems. If necessary, information shall also be provided: 1) details of the newly signed lease and sale contract (including the name of the contract, parties, subject matter, amount, payment proportion, payment in the current month, cumulative payment, term, signing date, matters and performance progress); 2) Standing book of economic letters such as investment invitation and its change, economic visa and project negotiation.
(4) In order to ensure that Party A performs its regulatory responsibilities, Party B shall provide Party A with a follow-up fund use plan every time it applies to Party A for operating expenses, including operating expenses, sales expenses, management expenses, tax payment and other payment matters and quota payment arrangements.
(5) Party B must complete Party B's internal review process and provide a copy of Party B's internal approval form before initiating the application for the use of seal for the sales contract, lease contract, insurance contract, property management contract, decoration, transformation and maintenance project construction contract of the project park.
(6) When the project Park encounters major potential risks in the process of operation and management, which have or may affect the legitimate rights and interests of Party A, Party B shall timely report to Party A and take necessary measures to prevent the expansion of adverse effects.
(7) During the entrustment period, Party B shall not carry out any act that damages the project park. If the main structure of the project park is changed without Party A's written consent or beyond the scope of Party A's written consent, the project Park shall be restored to its original state within the time specified by Party A and compensate for the losses caused to Party A.
(8) After the termination of this contract, Party B shall hand over to Party A all documents and materials related to the project Park obtained by Party B within the entrustment period, including but not limited to lease contract, sales contract, property management contract, decoration, transformation and maintenance project construction contract, insurance contract and other documents, certificates and auxiliary materials affecting the rights and interests of the project park. (9) Be responsible for preparing the annual work plan (including work objectives, business plan and budget), which is the basis for performing the contract and obtaining operating expenses. The work objective, business plan and budget shall be implemented after being determined by Party A.
(10) According to the scope of authorization obtained and the approved authority, be responsible for independently selecting investment promotion objects, formulating and organizing relevant departments of Party B to review relevant legal documents such as sales contract and lease agreement, urging the payment of rent and performance bond, recovering liquidated damages of the buyer and lessee, and handling special matters of sales, including but not limited to the procedures of house return, house change, name change, addition and subtraction, change of payment method and settlement of rent return, And pay the rent and related expenses to the account designated by Party A.
(11) Select third-party service institutions and suppliers, sign and execute relevant contracts; Be responsible for the safety production and fire management of the project Park, accept the supervision and inspection of Party A and relevant departments, and rectify the requirements put forward by Party A.
5. Operation and management income and its payment
(1) All income generated by the project park during the entrustment period shall be owned by Party A.
(2) In order to ensure the legal compliance of the entrusted operation, improve the operation service efficiency and ensure the customer experience satisfaction, during the entrustment period, the income generated from the leasing and sales related to the assets shall be paid by the customer to the account of Party A in accordance with the agreement of Party A and Party B.
6. Fee agreement and payment method
(1) The service fee of Party B under this agreement is the operation and management fee (including tax). The total amount of this contract shall not exceed 49695345 yuan, including 15616364 yuan in 2022, 19599838 yuan in 2023 and 14479143 yuan in 2024. The specific amount shall be subject to the annual settlement.
Different expense categories in the operation and management fee shall be paid in the following ways:
For the "start-up fee" in 2022, Party A shall pay it within 1 month from the date of effectiveness of the contract.
For the "operation service fee" from 2022 to 2024: at the end of June of that year, Party A shall pay relevant fees to Party B according to "1.5 yuan / ㎡ / month project capacity area number of actual operation months", and the rest shall be paid within 15 working days after Party B submits the annual final account report of the previous year to Party A and is confirmed by Party A.
For the "operating cost" from 2022 to 2024: at the end of June of that year, Party A shall pay 30% of the cost to Party B, and the remaining part shall be paid according to the facts within 15 working days after Party B submits the annual final account report of the previous year to Party A and is confirmed by Party A.
For the "subcontractor service fee" in 2023: Party A shall pay 50% of the fee to Party B at the end of June of that year, and the remaining part shall be paid by Party A within 15 working days after Party B submits the annual final account report of the previous year to Party A and is confirmed by Party A.
For the "property fee to be subsidized by the owner" from 2022 to 2024: in the first three quarters of the year, at the end of the last month of each quarter, Party B shall submit the details of property fee income and cost expenditure and property management results report of this quarter to Party A, and Party A shall pay the fee to be subsidized according to the difference within 15 working days after confirming the above documents; The expenses in the fourth quarter shall be paid by Party A according to the facts within 15 working days after Party B submits the annual final account report of the previous year and is confirmed by Party A.
Before applying to Party A in writing for the payment of the above agreed expenses, Party B shall also provide Party A with the invoice of the corresponding amount payable in the current period.
5、 Purpose of related party transactions and its impact on the company
The renewal of the contract with the Industrial Park Company will help the company promote the smooth operation of Zhihui Bay project with the help of the professional team of the Industrial Park Company, and attract more powerful industries to land and gather innovation under the background of the combination of industry and finance
