Stock Code: Jiangsu Expressway Company Limited(600377) stock abbreviation: Jiangsu Expressway Company Limited(600377) No.: pro 2022023
Jiangsu Expressway Company Limited(600377)
Daily related party transaction announcement
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: 1. The daily related party transactions need not be submitted to the general meeting of shareholders for approval. 2. The directors of the company (including independent non-executive directors) believe that the 18 transactions are carried out in the daily business of the company, belong to general commercial terms, the transaction price is fair and reasonable, the company’s income and profits are not dependent on such related party transactions, and there is no situation affecting the independence of the company as a listed company, which has no negative impact on the company and will not damage the interests of the company and non related shareholders, Especially the interests of minority shareholders. 3. Unless otherwise specified, this daily announcement of connected transactions is in RMB. 4. Other matters requiring investors’ attention: none. 1、 Basic information of daily connected transactions (I) review procedures for the performance of daily connected transactions
Jiangsu Expressway Company Limited(600377) (hereinafter referred to as “the company”) the board of directors deliberated and approved the daily related party transactions of the year on March 25, 2022, and signed relevant framework agreements on the relevant businesses of the company and its authorized holding subsidiaries:
1. The company and its holding subsidiaries Jiangsu Wufengshan Bridge Co., Ltd. (hereinafter referred to as “Wufengshan Bridge Company”), Jiangsu Guangjing Xicheng Expressway Co., Ltd. (hereinafter referred to as “Guangjing Xicheng company”) and its holding subsidiary Jiangsu Changyi Expressway Co., Ltd. (hereinafter referred to as “Changyi company”) Digital transformation of Jiangsu Yichang Expressway Co., Ltd. (hereinafter referred to as “Yichang company”)
Shangyun service signed the framework agreement on related party transactions between Jiangsu Expressway Company Limited(600377) and its subsidiaries and Nanjing Touch Technology Co., Ltd. (hereinafter referred to as “touch technology”).
2. The company signed the framework agreement on related party transactions between Jiangsu Expressway Company Limited(600377) and its subsidiaries and high-speed information company with Jiangsu Expressway Information Engineering Co., Ltd. (hereinafter referred to as “high-speed information company”) for the electromechanical system construction and maintenance services, spare parts entrusted management services, intelligent service area development and application management services of the company and its holding subsidiary Wufengshan Bridge Company.
3. The company signed the framework agreement on related party transactions between Jiangsu Expressway Company Limited(600377) company and Jiangsu traffic control Co., Ltd. (hereinafter referred to as “Jiangsu traffic control”) for the use of cloud resources and the construction services of fire rescue stations of the company.
4. The company provides network system services and road network technical services such as cloud dispatching technical services and sd-wan services of the company and its holding subsidiaries Jiangsu Zhendan Expressway Co., Ltd. (hereinafter referred to as “Zhendan company”), Wufengshan Bridge Company, Guangjing Xicheng company and its holding subsidiaries Yichang company and Changyi company The leasing of etc senseless payment system service and etc customer service outlets signed the framework agreement on related party transactions between Jiangsu Expressway Company Limited(600377) and its subsidiaries and Tongbao company with Jiangsu Tongbao Intelligent Transportation Technology Co., Ltd. (hereinafter referred to as “Tongbao company”).
5. The company provides services for highway maintenance and construction services, bridge expansion joint replacement services, greening and environmental improvement projects of the company and its holding subsidiaries Zhendan company, Wufengshan Bridge Company, Guangjing Xicheng company and its holding subsidiaries Changyi company and Yichang company The service of traffic safety facilities improvement project signed the framework agreement on related party transactions between Jiangsu Expressway Company Limited(600377) and its subsidiaries and modern road and Bridge Company with Jiangsu Modern Road and Bridge Co., Ltd. (hereinafter referred to as “modern road and Bridge Company”).
6. The company signed the framework agreement on related party transactions between Jiangsu Expressway Company Limited(600377) and its subsidiaries and Dongfang Road and Bridge Company with Jiangsu Dongfang Road and bridge construction and maintenance Co., Ltd. (hereinafter referred to as “Dongfang Road and Bridge Company”) for the winter prevention emergency maintenance services of the company and its holding subsidiaries Zhendan company and Wufengshan Bridge Company.
7. The company signed the framework agreement on related party transactions between Jiangsu Expressway Company Limited(600377) and its subsidiaries and modern testing company with Jiangsu Modern Engineering Testing Co., Ltd. (hereinafter referred to as “modern testing company”) for the road and bridge inspection and testing services of the company and its holding subsidiaries Guangjing Xicheng company and Wufengshan Bridge Company.
8. The company provides comprehensive maintenance technology services for the company and its holding subsidiaries Zhendan company, Wufengshan Bridge Company, Guangjing Xicheng company and its holding subsidiaries Changyi company and Yichang company The Council signed the framework agreement on related party transactions between Jiangsu Expressway Company Limited(600377) and its subsidiaries and maintenance technology company with Jiangsu Expressway Engineering Maintenance Technology Co., Ltd. (hereinafter referred to as “maintenance technology company”).
9. The company signed the framework agreement on related party transactions between Jiangsu Expressway Company Limited(600377) company and Huatong engineering company with Jiangsu Huatong Engineering Testing Co., Ltd. (hereinafter referred to as “Huatong engineering company”) for the company’s dynamic weighing system operation and maintenance services and bridge maintenance and reinforcement projects.
10. The company and its wholly-owned subsidiaries Jiangsu Ninghu Investment Development Co., Ltd. (hereinafter referred to as “Ninghu investment company”) and Ninghu commercial factoring (Guangzhou) Co., Ltd. (hereinafter referred to as “factoring company”) Jiangsu Yangtze River Expressway Management Co., Ltd. (hereinafter referred to as “Yangtze River management company”) and its holding subsidiary Guangjing Xicheng company signed the framework agreement on related party transactions between Jiangsu Expressway Company Limited(600377) and its subsidiaries and Jiangsu traffic control commercial operation management Co., Ltd. (hereinafter referred to as “traffic control commercial transportation company”).
11. The company and its wholly-owned subsidiaries Yangzi River management company, Ninghu investment company, factoring company, Jiangsu Ninghu Real Estate Co., Ltd. (hereinafter referred to as “Ninghu real estate company”) and its holding subsidiary Guangjing Xicheng company and its holding subsidiary Changyi company Human Resources Development Co., Ltd. (hereinafter referred to as “Human Resources Development Co., Ltd.”) signed the framework of human resources transaction with Jiangsu Jiaoyi Holding Co., Ltd.
12. The company leases 7 gas stations in 4 service areas of Li section of Ningchang town to Jiangsu Expressway
Highway Petroleum Development Co., Ltd. (hereinafter referred to as “high speed Petroleum Company”) signed the framework agreement on related party transactions between Jiangsu Expressway Company Limited(600377) company and high speed petroleum company.
13. The company signed the related party transaction framework agreement between Jiangsu Expressway Company Limited(600377) company, Wufeng Mountain Bridge Company and Jiangsu Suxi Changzhou Southern Expressway Co., Ltd. (hereinafter referred to as “Suxi Changzhou Southern Expressway Company”) with respect to the company’s leasing of gas stations in Yangzhou Guangling and Wujin Taihu Bay service areas.
14. The company signed the framework agreement on affiliated transactions between Jiangsu Expressway Company Limited(600377) and its subsidiaries and communications media Co., Ltd. (hereinafter referred to as “communications media company”) with Jiangsu Communications Culture Media Co., Ltd. (hereinafter referred to as “communications media company”) for the cooperation of the company and its wholly-owned subsidiary Ninghu investment company in publicity Commission production services and advertising operation and release.
15. The company signed the framework agreement of Jiangsu Expressway Company Limited(600377) and related transactions between subsidiaries and cuipingshan hotel with Jiangsu cuipingshan Hotel Management Co., Ltd. (hereinafter referred to as “cuipingshan Hotel”) for the purchase of goods and services of the company and its wholly-owned subsidiary Ninghu investment company and its wholly-owned subsidiary factoring company.
16. The company signed the framework agreement on related party transactions between Jiangsu Expressway Company Limited(600377) and its subsidiaries and Kuailu company with Jiangsu Kuailu automobile transportation Co., Ltd. (hereinafter referred to as “Kuailu company”) for the car rental business of the company and its wholly-owned subsidiaries, factoring company and holding subsidiaries Guangjing Xicheng company, Zhendan company and Wufengshan Bridge Company.
17. The company signed the framework agreement on related party transactions between Jiangsu Expressway Company Limited(600377) subsidiary and engineering maintenance company with Jiangsu Expressway Engineering Maintenance Co., Ltd. (hereinafter referred to as “engineering maintenance company”) for the maintenance service of Taihu Lake section of Guangjing Xicheng company, a holding subsidiary.
Mr. Chen Yanli and Mr. Wang Yingjian, the related directors of the company, avoided voting on items 1-17, and the other Directors voted in favour of the above proposals and believed that the transaction terms were fair and reasonable and in line with the overall interests of shareholders. 18. The company signed the framework agreement on related party transactions between Jiangsu Expressway Company Limited(600377) company and Changyi company with Changyi company for the entrusted operation and management of the north section of Changyi phase I project
Mr. Wu Xinhua and Ms. Li Xiaoyan, affiliated directors of the company, abstained from voting on the 18th proposal, while the other Directors voted in favour of the above proposal and believed that the transaction terms were fair and reasonable and in line with the overall interests of shareholders.
Five independent directors of the company conducted pre audit on the above daily connected transactions and
The independent Stock Exchange issued opinions on the Listing Rules of the independent stock exchange. The audit committee of the company reviewed the related party transaction and agreed to submit the matter to the board of directors for deliberation.
According to Article 8 of the guidelines for the implementation of connected transactions of Shanghai Stock Exchange: the cumulative calculation of the above 18 connected transactions meets the disclosure requirements, and the total amount of relevant expenses accounts for less than 5% of the absolute value of the company’s latest audited net assets, which does not need to be submitted to the general meeting of shareholders for approval.
This connected transaction does not need to be approved by any other department. (II) prediction and implementation of the previous daily connected transactions
Unit: 10000 yuan
Reasons for the large difference between the estimated amount and the actual amount of the related parties in 2021 (the first time in 2021 (the last time) and the actual amount)
Hyundai road and Bridge Company 2156 Shanghai Construction Group Co.Ltd(600170) 9500/
Huatong engineering company 4295 Lier Chemical Co.Ltd(002258) 41 actual workload reduction in 2021
Modern testing company 840.00 461.16 actual workload reduction in 2021
Maintenance technology company 2 Ping An Bank Co.Ltd(000001) 96552/
Dongfang Road and Bridge Corporation 123740 845.71 actual workload reduction in 2021
Transportation media company 129700 919.01/
Moving Technology Co., Ltd. 159700 832.71 actual workload in 2021 reduced the company
And the wholly-owned high-speed information company 470000130126. The actual workload in 2021 decreased, and the subsidiary accepted the closing
Lianrenti tongtongbao company 3622 Zhuzhou Tianqiao Crane Co.Ltd(002523) 36 labor supply reduced by actual workload in 2021
Jiangsu traffic control 273.00 254.88/
Jiangsu NInghang cultural tourism 20.00 0.00 was affected by the epidemic and did not organize the activities of the original development Co., Ltd
China Merchants Chongqing communications section 200.00 0.00 has not occurred yet
Research and Design Institute Co., Ltd
Traffic control human resources company 850.00 769.35/
The intercity railway along the South River in Jiangsu Province has not occurred at 85.00 0.00
Road Co., Ltd
Networking company 32 Shenzhen Cereals Holdings Co.Ltd(000019) 7317 actual workload reduction in 2021
467.00 0.00 Expressway in eastern Jiangsu has not occurred yet
Management Co., Ltd
Subtotal 46249403119954/
Hyundai road and Bridge Corporation 93 Shenzhen Agricultural Products Group Co.Ltd(000061) 0208 actual workload reduction in 2021
Huatong engineering company 110000 595.87 actual workload reduction in 2021
Modern testing company 600.00 374.64 actual workload reduction in 2021
Maintenance technology company 600.00 411.93 actual workload reduction in 2021
Moving technology company 240.00 132.79 actual workload reduction in 2021
High speed information company 950.00 191.90 actual workload reduction in 2021 Guangjing tin
Chengtongbao company 747.00 608.15/
Accepted from related parties
Labor networking company 700.00 416.96/
Affairs
