Huatai United Securities Co., Ltd
Verification opinions on related party transactions involved in the construction contract of dredging project signed by Beibu Gulf Port Co.Ltd(000582) and Fangchenggang Zhonggang Construction Engineering Co., Ltd
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor”) as the sponsor of Beibu Gulf Port Co.Ltd(000582) (hereinafter referred to as ” Beibu Gulf Port Co.Ltd(000582) “, “company” or “listed company”) publicly issuing convertible corporate bonds, according to the stock listing rules of Shenzhen stock exchange In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the measures for the administration of securities issuance and listing recommendation business, Beibu Gulf Port Co.Ltd(000582) and Fangchenggang Zhonggang Construction Engineering Co., Ltd. have carefully and prudently verified the related party transactions involved in the silt removal project construction contract signed by Beibu Gulf Port Co.Ltd(000582) and Fangchenggang Zhonggang Construction Engineering Co., Ltd. The details of verification are as follows:
1、 Overview of related party transactions
(I) overview of basic information
In view of some shallow spots in the harbor basin and berth waters of the 300000 ton oil terminal in Beibu Gulf Port Co.Ltd(000582) Qinzhou, Guangxi, in order to maintain the water area of the terminal and achieve the goal of berthing with 300000 ton oil tanker full load, Guangxi Qinzhou Bonded Port Taigang Petrochemical Wharf Co., Ltd. (hereinafter referred to as “Qinzhou Taigang”), a wholly-owned subsidiary of the company, carried out public bidding for the dredging project of Guangxi Beibu Gulf Port Co.Ltd(000582) Qinzhou 300000 ton oil wharf on February 17, 2022. After bid evaluation, Fangchenggang Zhonggang Construction Engineering Co., Ltd. (hereinafter referred to as “Zhonggang construction company”) was determined as the bid winner. The board of directors of the company agreed that Qinzhou Taigang and China port construction company should sign the construction contract for the dredging project of Guangxi Beibu Gulf Port Co.Ltd(000582) Qinzhou 300000 ton oil terminal, and China port construction company should be responsible for providing the engineering construction services of the project, involving a related party transaction amount of 495628 million yuan.
(II) this transaction constitutes a connected transaction
The counterparty of this transaction, China Hong Kong Construction Corporation, is a wholly-owned subsidiary of Guangxi Beigang construction and Development Co., Ltd., which is a wholly-owned subsidiary of Guangxi Beibu Gulf International Port Group Co., Ltd. (hereinafter referred to as ” Beibu Gulf Port Co.Ltd(000582) group”), which complies with the connected relationship stipulated in 6.3.3 (II) of the stock listing rules of Shenzhen Stock Exchange. This transaction constitutes a connected transaction.
(III) this transaction does not constitute a major asset reorganization
This connected transaction does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies, does not constitute a reorganization listing, does not need to be approved by relevant government departments, does not need to obtain the consent of creditors, does not need to obtain the consent of other third parties, and there are no relevant legal obstacles.
2、 Basic information of related parties
Name of related party: Fangchenggang Zhonggang Construction Engineering Co., Ltd
Address: No. 48 Xinggang Avenue, Gangkou District, Fangchenggang, Guangxi
Nature of enterprise: State-owned Enterprise
Registered address: No. 48 Xinggang Avenue, Gangkou District, Fangchenggang City, Guangxi
Main office location: No. 48 Xinggang Avenue, Gangkou District, Fangchenggang City, Guangxi
Legal representative: Liang Jun
Registered capital: 100 million yuan
Unified social credit Code: 91450 Shanghai Aiko Solar Energy Co.Ltd(600732) 2347772
Main business: class I general contracting of housing construction engineering construction, class II general contracting of port and waterway engineering construction, and class II general contracting of municipal public works construction; Grade I professional contracting of foundation and foundation engineering; Class I professional contracting of earthwork and stonework; Class I professional contracting of Building Decoration Engineering; Grade III professional contracting of steel structure engineering (operated with valid qualification certificate); Purchase and sale of building materials; Production and sales of cement pipes, concrete, concrete block bricks and perforated bricks (only branches), leasing of mechanical equipment, and technical consulting services for concrete production; Desalination and sales of sea sand; Construction stone processing and sales; Business agency service.
Major shareholder: Guangxi Beigang construction and Development Co., Ltd. holds 100%
Actual controller: Guangxi Beibu Gulf International Port Group Co., Ltd
Historical evolution and development of main businesses in recent three years: since its establishment, the China Hong Kong Construction Department has been mainly engaged in construction engineering construction business, and its business situation has not changed significantly.
The main financial data of the latest accounting year (audited) and the latest accounting period end (Unaudited) of China Harbour Construction Company are as follows:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 51167283326327
Total liabilities 34839601821823
Net assets 16327681504504
Project from January to September 2021 to 2020
Operating income 31101413511917
Net profit 133974 219.11
As of the date of issuance of this verification opinion, CSCEC is a wholly-owned subsidiary indirectly controlled by the controlling shareholder Beibu Gulf Port Co.Ltd(000582) group of the company, which meets the related relationship specified in 6.3.3 (II) of the stock listing rules of Shenzhen Stock Exchange.
The Secretary for construction of Hong Kong and China is not the person to be executed for breach of trust.
3、 Main contents of related party transaction agreement
After the related party transaction was deliberated and approved by the board of directors and the general meeting of shareholders of the company, Qinzhou Taigang and China port construction company signed the construction contract for the dredging project of Guangxi Beibu Gulf Port Co.Ltd(000582) Qinzhou 300000 ton oil terminal. The main contents of the contract are as follows:
(I) contract subject
Employer: Guangxi Qinzhou Bonded Port Taigang Petrochemical Wharf Co., Ltd
Contractor: Fangchenggang Zhonggang Construction Engineering Co., Ltd
(II) project name
Guangxi Beibu Gulf Port Co.Ltd(000582) Qinzhou 300000 ton oil wharf dredging project
(III) main work contents of contract services
Construction service of dredging project of 300000 ton oil wharf in Beibu Gulf Port Co.Ltd(000582) Qinzhou, Guangxi
(IV) contract cost
Contract price: RMB (in words) forty-nine million five hundred and sixty-two thousand eight hundred and eighteen point ninety-six (￥ 4956281896, tax included), with a tax rate of 9%.
(V) effective conditions and time of the agreement
The contract shall come into force after the legal representatives or entrusted agents of both parties sign and affix the official seals of both parties, and the Employer receives the performance guarantee provided by the contractor.
(VI) contract duration
The Contractor shall start construction in accordance with the instructions of the employer, and the construction period is 60 calendar days.
4、 Pricing policy and basis of transaction
This related party transaction is determined by the company through public bidding according to law. The pricing of related party transactions is based on the bid winning price. The transaction pricing strictly follows the principles of openness, fairness, impartiality and fairness. The bidding procedures and results are open and fair, and the trading conditions are fair. The decision-making of transactions is carried out in strict accordance with the relevant systems of the company. The compliance is legal, and there is no unfair situation and the transfer of benefits generated by related transactions, There is no situation that damages the interests of the company and its minority shareholders.
5、 Purpose of related party transactions and its impact on Listed Companies
(I) purpose of this transaction
In order to achieve the goal of 300000 DWT oil tanker berthing at the wharf in Beibu Gulf Port Co.Ltd(000582) Qinzhou, Guangxi as soon as possible, ensure the safe and smooth unloading of oil tanker and realize the normal operation of the wharf, desilting works need to be carried out. In this project, China Hong Kong construction company is determined as the winning bidder by public bidding, which can ensure that the project price is fair, the construction period and quality meet the expectations, and the smooth progress of dredging engineering construction, so as to ensure that Qinzhou Taigang can safely and smoothly pick up and unload oil tankers and improve the berthing hard strength.
(II) impact of this transaction on the company
1. Financial position
This transaction will constitute a cost expenditure. The transaction is not sustainable. The transaction is short-term and will not rely on related parties. The completion of the transaction project can meet the needs of Qinzhou 300000 ton oil tanker berthing at the wharf with full load, promote the stable operation of the wharf, increase the operating income, improve the cash flow of Qinzhou Taigang and enhance the company’s future profitability.
2. Impact on operating results
The implementation of this project is the precondition for realizing the full load berthing of Qinzhou 300000 ton wharf. After the completion and operation of this transaction project, it will help to improve the operation capacity of Qinzhou Taigang port. After the wharf berths with full load, the throughput will increase significantly. The promotion of the transaction project will not damage the interests of the company and all shareholders.
3. Impact of transactions on related parties
As a project contractor, CSCEC obtains contract income according to the contract, which will form its current profit, and the transaction will not have an adverse impact on CSCEC.
6、 Accumulated related party transactions with the person
Since the beginning of the year, the total amount of various related party transactions between the company and Beibu Gulf Port Co.Ltd(000582) group and its subordinate enterprises (including related party transactions approved by the general manager of the company under the authorization of the board of directors in the early stage) is 409155000 yuan.
The total amount of approval authority granted to the general manager of the group and its affiliated companies within the last 12 months is million yuan; The total amount of related party transactions between the company and Beibu Gulf Port Co.Ltd(000582) group and its subsidiaries that have been reviewed by the board of directors but not reviewed by the general meeting of shareholders is 505676500 yuan. The details are as follows:
Unit: 10000 yuan
Order submission date counterparty transaction type transaction content pricing approval amount type method
And the construction of Fangcheng Port
In March 2022, Fangchenggang Zhonggang construction accepted the bidding and investment of labor Engineering Co., Ltd
On January 9, Engineering Co., Ltd. officially signed the project construction contract bid 388565, involving related party transactions (note)
1）
Guangxi Beibu Gulf International applied to Beibu Gulf Port Co.Ltd(000582) group
2. In March 2022, the public relations department of Port Group Co., Ltd. requested the government special bond capital – 4000000 on September 9, Si Laijin and related party transactions (note)
2）
Guangxi Beibu Gulf International, October 28, 2021
3. Port Group Co., Ltd. in March 2022 – small projects approved by the general manager of the company and its subordinate enterprises on March 9, 2022 – 376443
Amount of sporadic related party transactions
Order submission date counterparty transaction type transaction content pricing approval amount type method
In March 2022, the construction of Fangcheng port and China port accepted the bidding and investment of LaoTieShan port 404
April 10 Engineering Co., Ltd. official 405 yard extension section bid 280167 company hardening engineering construction
5 in March 2022, Guangxi Bagui Engineering Supervisor accepted the quality comparison of labor navigation condition impact assessment 19.20 14 RI Li Consulting Co., Ltd. business report preparation and price comparison
6 in March 2022, Guangxi Bagui Engineering Supervisor accepted the labor safety production conditions and design comparison. 19.30 14 price comparison of the comprehensive analysis report of business and construction of RI Consulting Co., Ltd
7 in March 2022, Guangxi Bagui Engineering Supervisor accepted the quality comparison of the impact assessment of labor navigation conditions. 19.10 14 RI Li Consulting Co., Ltd
