Securities code: Holsin Engineering Consulting Group Co.Ltd(603909) securities abbreviation: Holsin Engineering Consulting Group Co.Ltd(603909) Announcement No.: 2022026 Holsin Engineering Consulting Group Co.Ltd(603909)
Announcement on adjusting the estimated amount of daily connected transactions in 2022
The board of directors and all directors 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:
This proposal has been deliberated and approved by the board of directors of the company and needs to be submitted to the general meeting of shareholders of the company for deliberation. During the deliberation of the general meeting of shareholders, the related shareholders involved in this transaction will avoid voting.
The estimated amount of daily related party transactions adjusted this time is the company's normal production and operation behavior, which has no adverse impact on the company's sustainable operation ability, no damage to the interests of the company and minority shareholders, no impact on the company's independence, and the company's main business will not form a great dependence on related parties.
Related party transactions will be carried out according to the actual business development needs of the company. The estimated amount of related party transactions does not represent the newly signed contract amount in a specific year. There is uncertainty in the execution of related party transaction contracts, which may be unable to execute due to objective factors such as policy changes, or lower than the expected amount. The company strictly complies with the requirements of the accounting standards and the relevant provisions of the company's accounting policies. The estimated total amount of this daily connected transaction is not used as the basis of income forecast.
1、 Basic information of daily connected transactions
On February 28, 2022, the second meeting of the Fourth Board of directors of Holsin Engineering Consulting Group Co.Ltd(603909) (hereinafter referred to as "the company") deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. The connected directors Zhuang YueKai, Liu Jing, Lin Weiguo and Peng Yong have avoided voting on the proposal and unanimously agreed with the non connected directors to pass the proposal. This proposal was also deliberated and adopted at the second meeting of the Fourth Board of supervisors held on the same day, and Ms. Cao Xinyu, the related supervisor, withdrew from voting. For details, please refer to the announcement of Holsin Engineering Consulting Group Co.Ltd(603909) on the forecast of daily connected transactions in 2022 (Announcement No.: 2022) disclosed by the company on March 2, 2022-
The previous estimate of daily connected transactions in 2022 was mainly based on the actual situation of the company at that time and based on the existing businesses of the company, such as engineering management (supervision), survey and design, test and detection, comprehensive management and maintenance. According to the latest progress of business collaboration between the company and related parties, the cooperation scale of the above existing businesses is expected to increase. At the same time, the company plans to actively expand the construction business in 2022, and will mainly undertake the construction business of investment and construction projects such as controlling shareholders and their related parties in the initial stage of the business. In view of the change between the current actual situation and the previous estimate, in order to meet the development needs of the company's business, the company plans to adjust the estimated amount of daily related party transactions in 2022 and increase the total estimated amount of daily related party transactions in 2022 by RMB 2470 million, including an increase of RMB 2461.5 million for sellers' products and providing labor services, and an increase of RMB 8.5 million for purchasing goods and receiving labor services. After this adjustment, the estimated amount of daily connected transactions of the company in 2022 is 2.5 billion yuan.
（1） Adjust the deliberation procedures for the performance of daily connected transactions
1. Prior approval opinions and independent opinions of independent directors
(1) The prior approval opinions of the independent directors are as follows:
After reviewing the relevant materials, we believe that the adjustment of the estimated amount of daily connected transactions in 2022 according to the actual business needs of the company complies with the provisions of the company law, the securities law and other relevant laws, regulations and the articles of association. We agree to submit this proposal to the board of directors of the company for deliberation, and the related directors abstain from voting.
(2) Independent directors express independent opinions as follows:
Agree to the proposal on adjusting the estimated amount of daily cross-linking transactions in 2022. The estimated amount of daily related party transactions in 2022 is adjusted. Based on the needs of the company's normal production and operation, the transaction follows the law of market economy and the principle of market fairness, and there is no damage to the interests of the company and minority shareholders. The examination and approval procedures of the proposal comply with the provisions of relevant laws and regulations and the interests of the company and all shareholders. We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2. Voting of the board of directors and withdrawal of related directors
On April 1, 2022, the company held the fourth meeting of the Fourth Board of directors and deliberated and adopted the proposal on adjusting the estimated amount of daily connected transactions in 2022. The connected directors Zhuang YueKai, Liu Jing, Lin Weiguo and Peng Yong have avoided voting on the proposal, and the non connected directors at the meeting unanimously agreed to pass the proposal. This proposal was also deliberated and adopted at the fourth meeting of the Fourth Board of supervisors of the company held on the same day, and Ms. Cao Xinyu, a related supervisor, withdrew from voting. This transaction needs to be submitted to the general meeting of shareholders for deliberation, and the related shareholders involved in this transaction will avoid voting.
（2） Adjustment of daily related party transactions
The forecast of daily connected transactions in 2022 to be adjusted is as follows:
Unit: 10000 yuan currency: RMB
After adjustment
Related party transactions related party transactions for the pre adjustment in 2022, the content of the easy category of pre adjustment in 2022, such as daily closing, daily related party closing, daily closing reason, combined transaction amount, combined transaction
Same amount same amount
Design and engineering new construction sells testing services to guanliancheng management, China Construction and development group and construction workers, its controlled enterprises, 2850 Guangzhou Zhujiang Brewery Co.Ltd(002461) 50 Shandong Molong Petroleum Machinery Company Limited(002490) 0000 businesses, commodities, services, operation and maintenance, and the overall labor services provided by China Construction and development group Increase of other related parties' business volume, construction, etc
Purchase daily construction and development group and
Enterprises that purchase consumer goods and its control, 150.00 850.00100000 purchased goods and services, and other related parties whose labor services are increased by China Construction and Development Group
Total 30 Kingenta Ecological Engineering Group Co.Ltd(002470) Shanxi Securities Co.Ltd(002500) 00
2、 Introduction to main related parties
1. Basic information of related parties
Related party 1: Xiamen Jianfa Group Co., Ltd
Name: Xiamen Jianfa Group Co., Ltd
Nature: limited liability company (wholly state-owned)
Date of establishment: December 6, 2000
Address: 43 / F, Jianfa international building, No. 1699, Huandao East Road, Siming District, Xiamen
Legal representative: Huang Wenzhou
Registered capital: 6750 million yuan
Major shareholder: state owned assets supervision and Administration Commission of Xiamen Municipal People's Government
According to the authorization of the state-owned assets supervision and administration department, within the scope of operation and management authorization
State owned capital; Investment in primary, secondary and tertiary industries (legal
Business scope
Unless otherwise specified by laws and regulations); Real estate development and operation; Other information technology services not listed
Business (excluding projects requiring approval); Gold spot sales; Silver spot sales
Sale; Other unlisted wholesale businesses (excluding business projects requiring approval); Other retail businesses not listed (excluding projects requiring approval).
Indirect controlling shareholders of affiliated companies
By the end of 2020, the audited total assets of China Construction and development group were 436968 billion yuan and the owner's equity was 119529 billion yuan. In 2020, the construction and development group realized the main financial revenue of 442372 billion yuan and the net profit of 10.801 billion yuan.
As of September 2021, the total assets of China Construction and development group were 707716 billion yuan and the owner's equity was 155538 billion yuan. From January to September 2021, China Construction Development Group realized an operating revenue of 479873 billion yuan and a net profit of 6.810 billion yuan (Unaudited).
The actual controller of China Construction Development Group is the state owned assets supervision and Administration Commission of Xiamen Municipal People's government. Other notes
Member meeting.
Related party 2: Xiamen C&D Inc(600153)
Name Xiamen C&D Inc(600153) (hereinafter referred to as " Xiamen C&D Inc(600153) ")
Nature: joint stock limited company (listed)
Date of establishment: June 10, 1998
Address: 29th floor, Jianfa international building, No. 1699, Huandao East Road, Siming District, Xiamen
Legal representative: Zheng Yongda
The registered capital is 286342253 million yuan
Major shareholder: Xiamen Jianfa Group Co., Ltd
Operate the import and export of various commodities and technologies (without attaching the catalogue of import and export commodities), except for the commodities and technologies restricted or prohibited by the state; Real estate development and operation; Trade agency; Other trade brokers and agents; Wholesale of grains, beans and potatoes; Feed wholesale; Wholesale of cotton and hemp; Wholesale of forestry products; Wholesale of other agricultural and animal husbandry products; Wholesale of wine, beverage and tea; Wholesale of other prepackaged food; Wholesale of medical devices within the business scope of category II and III; Wholesale of textiles, knitwear and raw materials; Clothing wholesale; Wholesale of shoes and hats; Wholesale of coal and products (excluding hazardous chemicals and MCCs); Wholesale of petroleum products (excluding refined oil, hazardous chemicals and MCCs); Wholesale of metals and metal ores (excluding hazardous chemicals and MCCs); Wholesale of other chemical products (excluding hazardous chemicals and MCCs); Wholesale of other vehicles; Wholesale of auto parts; Wholesale of communication and radio and television equipment; Wholesale of other mechanical equipment and electronic products; his
He did not list the wholesale industry (excluding the business items that need to be approved by the license); Retail of class II and III medical devices; Retail of other vehicles; Retail of wine, beverage and tea; Other retail businesses not listed (excluding projects requiring approval); Other warehousing industry (excluding projects requiring approval); Information system integration service; Software development Shenzhen Agricultural Products Group Co.Ltd(000061) preliminary processing service; Other unlisted professional and technical services (excluding matters requiring license and approval); Spot trading of gold and silver.
Indirect controlling shareholders of affiliated companies
By the end of 2020, Xiamen C&D Inc(600153) audited total assets were 387157 billion yuan and owner's equity was 86.058 billion yuan. In 2020, Xiamen C&D Inc(600153) achieved operating revenue, mainly financial revenue of 432949 billion yuan and net profit of 8.182 billion yuan.
As of September 30, 2021, Xiamen C&D Inc(600153) total assets are 650821 billion yuan and owner's equity is 117245 billion yuan; From January to September 2021, Xiamen C&D Inc(600153) achieved an operating revenue of 471144 billion yuan and a net profit of 4.005 billion yuan (Unaudited).
Related party 3: Jianfa Real Estate Group Co., Ltd
Name: Jianfa Real Estate Group Co., Ltd
Nature limited liability company
Date of establishment: July 28, 1998
Address: 38 / F, Jianfa international building, No. 1699, Huandao East Road, Siming District, Xiamen
Legal representative: Zhuang YueKai
Registered capital: RMB 2 million
Major shareholder Xiamen C&D Inc(600153) , Xiamen Jianfa Group Co., Ltd
1. Real estate development, operation and management; 2. Real estate consulting; 3. Wholesale and retail of building materials, metal materials and chemical materials (excluding dangerous chemicals); 4. Business scope: decoration and decoration; 5. Operate the export business of the enterprise's own products and the needs of the enterprise
