Securities code: Beibu Gulf Port Co.Ltd(000582) securities abbreviation: Beibu Gulf Port Co.Ltd(000582) Announcement No.: 2022029 bond Code: 127039 bond abbreviation: Beigang convertible bond
Beibu Gulf Port Co.Ltd(000582)
On the provision of special government bond funds by controlling shareholders
And related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Beibu Gulf Port Co.Ltd(000582) (hereinafter referred to as “the company”) held the 13th meeting of the 9th board of directors and the 12th meeting of the 9th board of supervisors on April 11, 2022, deliberated and adopted the proposal on the provision of government special bond funds and related party transactions by controlling shareholders. The relevant matters are hereby announced as follows:
1、 Overview of related party transactions
(I) basic information of this connected transaction
In order to meet the capital demand for the construction of key engineering projects, the company held the 20th meeting of the ninth board of directors on March 9, 2022, deliberated and approved the proposal on applying for government special bond funds and related party transactions, and agreed that the company would adopt Guangxi Beibu Gulf International Port Group Co., Ltd. (hereinafter referred to as ” Beibu Gulf Port Co.Ltd(000582) group”) as the controlling shareholder for four engineering construction projects, Apply to the people’s Government of Guangxi Zhuang Autonomous Region for special government bond funds in 2022, with a maximum of 400 million yuan. According to the letter of the Department of finance of Guangxi Zhuang Autonomous Region on adding (allocating) special bond funds for 2022 (Guangxi finance and Industry
Jiaohan (2022) No. 17), Beibu Gulf Port Co.Ltd(000582) Group signed the agreement on the use of government bond funds with the company on March 18, 2022, and transferred the 205 million yuan allocated by the Department of finance of Guangxi Zhuang Autonomous Region to our company, which was used for the automatic transformation project of containers No. 7 and No. 8 in dalanping South operation area of dalanping port area of Qinzhou port, berth 9 and 10 in dalanping South operation area of dalanping port area of Qinzhou port, For details, please refer to the relevant announcement published on cninfo.com on March 22, 2022.
Due to the large demand for construction funds of the company’s key engineering projects in 2022, in order to alleviate the capital pressure and reduce the financing cost, our company plans to apply for an increase in the declared amount of the above four special bond projects, with a maximum of 1.2 billion yuan and a cumulative amount of 1.6 billion yuan in 2022. The controlling shareholder Beibu Gulf Port Co.Ltd(000582) group submits to the people’s Government of Guangxi Zhuang Autonomous Region according to the special bond projects and bond funds declared by our company, and provides our company with special government bond funds in 2022 according to the special bond projects and bond funds actually approved. The actual interest rate and rate shall be subject to the approval of the Department of finance of Guangxi Zhuang Autonomous Region, and the service life shall not exceed 30 years. After receiving the principal and interest of the company’s special funds and other obligations, the owner shall return them to the company in time. The company does not need to provide any form of guarantee such as guarantee, mortgage and pledge. The details of the application are as follows:
Monetary unit: RMB 100 million
S / n project name: the owner applied for the amount and period of this application
1 Qinzhou Port dalanping port area dalanping South Guangxi Qinzhou free trade port Shenggang wharf 0.50 4.5030 year operation area berth 7 and 8 Reconstruction Engineering Co., Ltd
2 Qinzhou Port dalanping port area dalanping South Guangxi Qinzhou free trade port Honggang wharf 1.70 3.30 30 30 year operation area 9 and 10 berth Engineering Co., Ltd
3. Beimuzuo Beibu Gulf Port Co.Ltd(000582) Beihai wharf Co., Ltd. 1.30 3.70 South 7-10 berth project in 30-year business area of Beihai harbor Tieshangang West Port Area
4 Fangchenggang grain transportation reconstruction project Beibu Gulf Port Co.Ltd(000582) Fangchenggang wharf Co., Ltd. 0.50 0.50 30 years
(Phase V) Division
Total 4.00 12.00
(II) this transaction constitutes a connected transaction
The counterparty of this connected transaction is Beibu Gulf Port Co.Ltd(000582) group, the controlling shareholder of the company. According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, this transaction is an affiliated legal person of the company, and this transaction constitutes a connected transaction.
(III) review procedure
The company held the 13th meeting of the 9th board of directors on April 11, 2022, and adopted the proposal on the provision of government special bond funds and related party transactions by controlling shareholders with 7 affirmative votes, 0 negative votes, 0 abstention votes and 2 withdrawal votes. This transaction constitutes a related party transaction. When the board of directors considered this matter, two related directors Li Yanqiang and Huang Baoyuan avoided voting and were voted by seven non related directors (including three independent directors). Qin Jianwen, Ling bin and ye Zhifeng, the independent directors of the company, approved the related party transaction in advance, agreed to submit it to the board of directors for deliberation, and expressed their agreed independent opinions.
According to the relevant provisions of article 6.3.10 of the Listing Rules of Shenzhen Stock Exchange, this matter can be exempted from being submitted to the general meeting of shareholders of the company for deliberation.
(IV) this transaction does not constitute a major asset reorganization
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, and does not constitute a reorganization and listing. It still needs to be approved by the Department of finance of Guangxi Zhuang Autonomous Region, without the consent of other third parties, and there are no relevant legal obstacles.
2、 Basic information of related parties
Name of related party: Guangxi Beibu Gulf International Port Group Co., Ltd
Enterprise type: limited liability company (solely state-owned)
Registered address: 30-32 / F, Gangwu building, No. 33, Jinpu Road, Qingxiu District, Nanning main office address: 16-20 / F, South Building, Beibu Gulf shipping center, No. 12, Tiqiang Road, Liangqing District, Nanning
Legal representative: Li Yanqiang
Registered capital: 66972172 million yuan
Unified social credit Code: 91450 Jiugui Liquor Co.Ltd(000799) 701739w
Main business: port construction and operation management; Project investment and asset management; Equity investment and operation management; railway transportation; Road transport; House leasing; Shipping agency business; Real estate development.
Ownership structure: Beibu Gulf Port Co.Ltd(000582) group is a state-owned enterprise 100% controlled by the state owned assets supervision and Administration Commission of Guangxi Zhuang Autonomous Region.
History and development of main businesses in recent three years: Beibu Gulf Port Co.Ltd(000582) group is a large wholly state-owned enterprise directly under the people’s Government of Guangxi Zhuang Autonomous Region. It was established in February 2007 by integrating Fangcheng port, Qinzhou port and Beihai port. It is the pioneer and demonstrator of coastal port integration. Beibu Gulf Port Co.Ltd(000582) group is the implementer of major strategic tasks of the state and the autonomous region and the implementer of Guangxi’s promotion of a new land and sea channel in the West One belt, one road and one front, the Beibu Gulf international hub, the main port, the west side and the “one belt” initiative. It is the core business of “Guangxi industry and trade – port, port and logistics industry – port” and “Guangxi industry and trade – port and logistics – port”, and forms the “industrial and trade – port chain” of “Guangxi industry and trade – port, port and logistics + 0002 port”, etc. The main business has not changed significantly in the last three years.
Beibu Gulf Port Co.Ltd(000582) group’s total assets, net assets, operating income, net profit and other financial data in the latest fiscal year and at the end of the latest fiscal year are as follows:
Monetary unit: RMB 100 million
Project September 30, 2021 (Unaudited) December 31, 2020 (audited)
Total assets 143862134966
Total liabilities 105569101714
Net assets 382.93 332.52
Project January September 2021 (Unaudited) year 2020 (audited)
Operating income 784.15 903.67
Net profit 6.41 6.43
The counterparty Beibu Gulf Port Co.Ltd(000582) group is the controlling shareholder of the company and complies with the related relationship specified in 6.3.3 (I) of the Listing Rules of Shenzhen Stock Exchange.
Beibu Gulf Port Co.Ltd(000582) group is not the executee of dishonesty.
3、 Pricing policy and basis of related party transactions
The maximum principal of this connected transaction shall not exceed 1.2 billion yuan. The final total principal, interest rate and rate shall be subject to the reply of the Department of finance of Guangxi Zhuang Autonomous Region, in which the interest rate shall not be higher than the 5-year loan market quotation rate (LPR) published by the National Interbank lending center authorized by the people’s Bank of China, and the service fee for principal and interest repayment shall be no higher than the rate of 0.05 ‰ of the principal and interest repayment amount, Other expenses shall be no higher than the 5 ‰ rate of government special bond funds. The transaction pricing is fair and reasonable, and there is no situation that damages the interests of the listed company.
4、 Main contents of related party transaction agreement
Beibu Gulf Port Co.Ltd(000582) group, the controlling shareholder of the company, applied to the government of Guangxi Zhuang Autonomous Region for special bond funds with the special bond projects declared by the company, and signed the 2022 agreement on the use of special government bond funds with the company with the actually approved special bond projects and bond funds.
(I) agreement subject
Party A: Guangxi Beibu Gulf International Port Group Co., Ltd
Party B: Beibu Gulf Port Co.Ltd(000582)
(II) main contents of the agreement
1. Use amount: the total principal amount of the government special bond funds applied for use in 2022 shall not exceed RMB 1.6 billion, and the final total principal amount shall be subject to the relevant Reply of the Department of finance of Guangxi Zhuang Autonomous Region on the government special bond funds in 2022. 2. Purpose of fund: the government special bond fund under this agreement is only used for the project of government special bond fund approved by the Department of finance of Guangxi Zhuang Autonomous Region. The capital expenditure of project construction implemented by Party B shall not be used for recurrent expenditure.
3. Term of use: the maximum term of government special bond funds shall not exceed 30 years, and the final withdrawal form of each government special bond fund shall prevail.
4. Interest rate, interest and payment fees for principal and interest repayment: the interest rate is fixed, and the annual interest rate during the agreement period shall be no higher than the 5-year LPR interest rate published by the people’s Bank of China in the latest issue on the withdrawal date. In fact, it shall be subject to each withdrawal form of government special bond funds, the value date shall be subject to the issuance date, and the interest shall be paid every half a year; The service fee for repayment of principal and interest shall be implemented at a rate not higher than 0.05 ‰ of the amount of repayment of principal and interest. In fact, it shall be subject to each withdrawal form of government special bond funds, and shall be paid together with the interest every six months.
5. Other expenses: other expenses include but are not limited to project review fee, issuance fee, issuance registration service fee, etc., which shall be implemented according to the rate not higher than 5 ‰ of government special bond funds, and the actual withdrawal form of each government special bond fund shall prevail.
6. Principal repayment: Party B shall use the funds within the service life of the bonds, and Party B shall return the principal to Party A in full at one time before the end of the service life.
7. Expenditure requirements: after receiving the funds, Party B shall realize 100% expenditure within the time limit required by the reply document of the Department of finance of Guangxi Zhuang Autonomous Region.
(III) effective conditions and time of the agreement
This Agreement shall come into force after being signed (or sealed) by the legal representatives or entrusted agents of all parties and stamped with the official seal of the unit.
5、 Purpose of related party transactions and its impact on Listed Companies
(I) purpose of related party transactions
In order to accelerate the construction of the above four engineering projects, the use of special government bond funds is conducive to adjusting the company’s financing structure, improving financing efficiency, enabling the company’s port construction with special funds, helping the completion and operation of engineering projects, so as to improve the company’s port berth supporting facilities and port operation capacity.
(II) impact on Listed Companies
After the construction of the company’s projects under construction is injected with special government bond funds, it is conducive to expand the company’s production and operation funds and improve cash flow. After the completion of the special project, it can improve the overall profitability of the company in the future, will not have a significant impact on the current and future financial status and operating results of the company, will not rely on related parties, and will not damage the interests of the company and all shareholders.
The related party transaction still needs to be approved by the Department of finance of Guangxi Zhuang Autonomous Region, which is still uncertain. Please pay attention to the investment risk.
(III) impact of transactions on related parties
Beibu Gulf Port Co.Ltd(000582) group provides the company with special government bond funds. The actual interest rate and rate shall be subject to the reply of the Department of finance of Guangxi Zhuang Autonomous Region. The transaction will not have an adverse impact on Beibu Gulf Port Co.Ltd(000582) group.
6、 Accumulated related party transactions with the person
From January 1, 2022 to the disclosure date of the announcement, the total amount of various related party transactions (including related party transactions approved by the general manager of the company under the authorization of the board of directors in the early stage) between the company and Beibu Gulf Port Co.Ltd(000582) group and its subordinate enterprises is 409155000 yuan. Within 12 months in total, the general manager of the company shall examine and approve the undisclosed transactions between the company and Beibu Gulf Port Co.Ltd(000582) group and its subordinate enterprises according to the approval authority of related party transactions granted by the board of directors
