Securities code: Beibu Gulf Port Co.Ltd(000582) securities abbreviation: Beibu Gulf Port Co.Ltd(000582) Announcement No.: 2022030 bond Code: 127039 bond abbreviation: Beigang convertible bond
Beibu Gulf Port Co.Ltd(000582)
Announcement on related party transactions involved in the signing of dredging project construction contract with Fangchenggang Zhonggang Construction Engineering Co., Ltd
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 signing a dredging project construction contract with Fangchenggang Zhonggang Construction Engineering Co., Ltd. involving related transactions. The relevant matters are hereby announced 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) review procedure
On April 11, 2022, the company held the 13th meeting of the 9th board of directors, and deliberated and adopted the proposal on related party transactions involved in signing dredging project construction contract with Fangchenggang Zhonggang Construction Engineering Co., Ltd. with 7 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance 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.
After the occurrence of this connected transaction, the transaction amount between the company and Beibu Gulf Port Co.Ltd(000582) group within 12 consecutive months will exceed 30 million yuan, accounting for more than 5% of the absolute value of the latest audited net assets of the listed company. According to the relevant provisions of the stock listing rules of Shenzhen Stock exchange, the guidelines for self discipline supervision of listed companies No. 7 - transactions and connected transactions and the articles of association, This connected transaction applies to the principle of cumulative calculation for 12 consecutive months, which must be approved by the general meeting of shareholders. Connected persons interested in the connected transaction will avoid voting.
(IV) 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 counterparty
(I) overview 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 limited to branches); Mechanical equipment leasing; Concrete production technology consulting services; 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
(II) 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 the construction business of construction projects, and its business situation has not changed significantly.
(III) financial data of the most recent fiscal year and the end of the most recent fiscal year. The main financial data of the most recent fiscal year (audited) and the end of the most recent fiscal year (Unaudited) of China Harbour Construction Company are as follows:
Monetary unit: RMB 10000
Project September 30, 2021 (Unaudited) December 31, 2020 (audited)
Total assets 51167283326327
Total liabilities 34839601821823
Net assets 16327681504504
Project January September 2021 (Unaudited) year 2020 (audited)
Operating income 31101413511917
Net profit 133974 219.11
(IV) description of the specific relationship formed
The counterparty of this transaction, China Hong Kong Construction Engineering Corporation, is a wholly-owned subsidiary indirectly controlled by the company's controlling shareholder Beibu Gulf Port Co.Ltd(000582) group, which complies with the related relationship stipulated in 6.3.3 (II) of the stock listing rules of Shenzhen Stock Exchange.
(V) the Secretary for construction of Hong Kong and China is not the person subject to execution for breach of faith.
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's finance
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, China harbour construction company obtains the contract income according to the contract, which will form its current profit, and the transaction will not have an adverse impact on China harbour construction company. 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 approved the undisclosed related party 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, with a cumulative amount of 291758 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 transaction amount number type method
And the construction of Fangcheng Port
1 in March 2022, Fangchenggang Zhonggang Construction Engineering Co., Ltd. accepted the bidding and investment of labor Engineering Co., Ltd. 388565. The schedule Co., Ltd. must sign the project construction contract
Related party transactions involved (Note 1)
On March 9, 2022, Guangxi Beibu Gulf International Port applied to Beibu Gulf Port Co.Ltd(000582) Group Co., Ltd. - 4000000 for special government bond capital
Gold and related party transactions (Note 2)
Guangxi Beibu Gulf International Port October 28, 2021
3 in 2022, Sanwu Group Co., Ltd. and -- small enterprises approved by the general manager of its subordinate enterprise division on March 9, 2022 - 376443
Amount of sporadic related party transactions
In March 2022, Fangcheng Port Zhonggang construction workers accepted 404, 405 bidding and investment in LaoTieShan port area
April 10 schedule Co., Ltd. business yard extension section hardening bid 280167 project construction
5 in March 2022, Guangxi Bagui Engineering Supervisor accepted the quality comparison of the impact assessment of labor and navigation conditions. 19.20 on March 14, the price comparison of the preparation of the business report of the Consulting Co., Ltd
6 March 2022 Guangxi Bagui Engineering Supervisor accepted labor safety production conditions and design quality comparison. Price comparison of comprehensive analysis report of business construction of Consulting Co., Ltd
7 March 2022 Guangxi
