Securities code: Yunnan Tourism Co.Ltd(002059) securities abbreviation: Yunnan Tourism Co.Ltd(002059) Announcement No.: 2022011 Yunnan Tourism Co.Ltd(002059)
Announcement on daily connected transactions in 2022
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、 Basic information of daily connected transactions
Yunnan Tourism Co.Ltd(002059) (hereinafter referred to as "the company") expects that the daily related party transactions in 2022 will mainly include leasing land, houses and sites to OCT Group Co., Ltd. (hereinafter referred to as "OCT Group") and its affiliated enterprises (hereinafter referred to as "related parties"), purchasing consulting services, purchasing tickets, selling goods to related parties, providing property management services, engineering services, etc. The details are as follows:
(I) estimated category and amount of daily connected transactions
Unit: 10000 yuan
Related party transactions related party transactions in 2022 up to the disclosure of the amount that has occurred on the date of easy pricing and signing amount in the related party transactions of party transaction category in the previous year
Principle or estimated amount
Purchase hotel rooms and doors
Purchase of commercial tickets and payment of land and house rent
The price of goods, receiving money, property and greening maintenance is 5000527.00344692, and overseas Chinese receive labor services and consulting services
Chengji, etc
Group and sales of amusement equipment products
The affiliated vendors provide design planning and engineering services
Enterprise products, services, property services, housing fair market 55416771859 Hubei Guochuang Hi-Tech Material Co.Ltd(002377) 778 rental, management consultation and price of labor houses
Catering services, etc
Subtotal 60416772386 Geron Co.Ltd(002722) 470
(II) actual occurrence of daily related party transactions in the previous year:
Unit: 10000 yuan
Actual amount actual amount of related party transactions actual amount of related party transactions accounted for the proportion of similar business amount and estimated party type amount (%) amount difference (%)
Purchase of hotel rooms
Buyer tickets, land payment
Goods and accept house rent, goods 344692639008 3.44% 46.06% labor service and greening maintenance clothes
Service and consulting fees
For overseas Chinese, etc
Chengji sells amusement equipment
Group and products, provide design
Vendor planning and engineering services
Enterprise products, provision services, property services, 2377778, 23276472, 19.24%, 89.78% labor house leasing and management
Consulting and catering services
etc.
Total 272247023915480 88.62%
The daily related party transactions of the board of directors in 2021 meet the normal production and operation needs of the company, and the transaction prices of relevant daily related party transactions are determined through consultation with reference to the market price, which is reasonable and fair. The company has evaluated and calculated the related party transactions when predicting the actual situation and daily related party transactions in 2021. However, due to the influence of market changes, business adjustment compared with the expectation and other factors, there is a certain difference between the estimated situation and the actual situation of the related party transactions in 2021, which belongs to normal business behavior. The total amount of daily connected transactions does not (if applicable) exceed the approved amount, which has little impact on the daily operation and performance of the company.
The independent director of the company, the board of directors of the company reviewed the actual occurrence of the company's daily connected transactions in 2021 and confirmed the legal compliance of the daily connected transactions. Its explanation that the actual occurrence of sales, procurement and other connected transactions is more than 20% different from the expected actual occurrence is in line with the actual situation of the company. The daily connected transactions that have occurred and the transactions expected to exist are necessary for the normal operation of the company, In line with the actual situation of the company and the market, if there is a large difference, the transaction price shall be determined with reference to the market price, and the total amount of daily connected transactions shall not exceed the approved amount, which (if applicable) will not affect the independence of the company. There is no behavior that damages the interests of the company and its shareholders, especially the minority shareholders.
2、 Description of daily related party transactions expected in 2022
(I) the company expects that the daily connected transactions in 2022 are the predictions made by each business segment based on the transactions in previous years and the current business expansion.
(II) the company estimates that the daily related party transactions in 2022 are the amount of daily related party transaction contracts expected to be signed with related parties in this year. The specific amount of related party transactions in this year shall be subject to the actual development of the transaction.
(III) the company expects that the daily related party transactions in 2022 will not lead to significant dependence of the company's main business on related parties.
3、 Introduction to related parties and main contents of related relationships
(I) basic information
Company name: OCT Group Co., Ltd
Company domicile: Overseas Chinese town, Nanshan District, Shenzhen
Legal representative: Duan Xiannian
Company type: limited liability company (solely state-owned)
Registered capital: RMB 120 million
Date of establishment: December 7, 1987
Business scope: export of textiles, light industrial products and other commodities, import of self use class I commodities, machinery and equipment, light industrial products and other commodities approved by the competent department of the special zone (operating according to the [92] foreign trade and economic cooperation Guan Ti Shen Zheng Zi No. a19024 document of the Ministry of economic and trade), carry out compensation trade, and provide compensation to tourism and related cultural industries (including performing arts, entertainment and services), industry, real estate, commerce and trade, packaging, decoration Investment in printing industry.
The company's domestic sales of export commodities and domestic sales of imported commodities. Tourism, warehouse rental, culture and art, donated car bonded warehouse, conference and exhibition services (projects involving license management can be operated only after obtaining relevant licenses); Sales of cars (including cars).
Financial situation: as of September 30, 2021, OCT Group has total assets of 701.89 billion yuan and net assets of 19.579 billion yuan; From January to September 2021, the operating revenue was 6.883 billion yuan and the net profit was 5.483 billion yuan. (the above data has not been audited)
Shareholders: SASAC of the State Council directly holds 100% equity of OCT Group and is the controlling shareholder and actual controller of OCT Group.
(II) description of association relationship
OCT Group indirectly holds 51% equity of Yunnan Expo tourism Holding Group Co., Ltd. (hereinafter referred to as "Expo Group") through its wholly-owned subsidiary OCT (Yunnan) Investment Co., Ltd., which is the indirect controlling shareholder of Expo Group.
4、 Main contents of related party transactions
(I) basic information of related party transactions
The company and its wholly-owned subsidiaries and holding subsidiaries intend to purchase or sell commodities and other daily related party transactions, provide or accept labor services from the affiliated company OCT Group and its affiliated enterprises.
(II) the transaction agreement shall be signed by both parties according to the actual situation.
(III) pricing policy and basis of transaction
The above connected transactions strictly comply with the relevant requirements of relevant national laws, regulations and normative documents. The transaction price shall be determined by both parties through negotiation on the premise of following the principle of market-oriented pricing, and the fair transaction price shall be determined in accordance with the principles of fairness, fairness and openness.
5、 Purpose of related party transactions and its impact on Listed Companies
The daily related party transactions generated by the company are mainly due to the needs of the company's business. The above related party transactions are conducted on the basis of fairness and mutual benefit. The price of related party transactions is fair and reasonable, which protects the interests of both parties to the transaction and does not harm the interests of minority shareholders of the company. The daily related party transactions between the company and OCT Group will not affect the independence of the company, and the company's main business will not rely on related parties due to such transactions.
6、 Opinions of independent directors
The independent directors of the company approved the daily related party transactions of the company in 2022 in advance and agreed to submit the proposal to the board of directors of the company for deliberation. The independent directors of the company believe that:
(I) independent opinions on the company's expected daily connected transactions in 2022
The board of directors has obtained our approval before issuing the company's proposal on expected daily connected transactions in 2022. The related party transactions expected to occur in 2022 are normal production and operation activities of the company, abide by the principles of fairness and fairness, and the transaction price is fair without harming the interests of the company and other non related shareholders. When the board of directors considered this related party transaction, the related directors have avoided voting, and the voting procedures are legal and effective, in line with the provisions of relevant laws, administrative regulations, departmental rules and the articles of association. It is agreed that the board of directors of the company will submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
(II) special opinions on the company's expectation that the actual amount of daily connected transactions in 2021 is more than 20% different from the expected amount
The board of directors of the company reviewed the actual situation of the company's daily connected transactions in 2021 and confirmed that they were legal and compliant. Its explanation that the actual number of connected transactions such as the purchase and sale of goods, the provision or acceptance of labor services is more than 20% different from the expected number is in line with the actual situation of the company. The daily connected transactions that have occurred are transactions required by the company's normal business and in line with the actual situation of the company and the market, The transaction price is determined with reference to the market price. The total amount of daily connected transactions does not exceed the approved amount, which does not affect the independence of the company. There is no behavior that damages the interests of the company and its shareholders, especially the minority shareholders.
7、 Opinions of the board of supervisors
The related party transactions expected to occur in 2022 are normal production and operation activities of the company. Both parties to the transaction have followed the principles of objectivity, openness and impartiality. The transaction price follows the market pricing and does not harm the interests of the company and other non related party shareholders. When the board of directors considered the related party transaction, the related directors avoided voting, and the voting procedure was legal and effective, and in line with the provisions of relevant laws, regulations and the articles of association.
8、 Documents for future reference
1. Resolutions of the 28th meeting of the 7th board of directors;
2. Resolutions of the 22nd Meeting of the 7th board of supervisors;
3. Prior approval opinions of independent directors of the company on matters related to the 28th meeting of the seventh board of directors;
4. Independent opinions of independent directors of the company on matters related to the 28th meeting of the seventh board of directors. It is hereby announced.
Yunnan Tourism Co.Ltd(002059) board of directors March 30, 2022
