Securities code: Tianjin Tianbao Infrastructure Co.Ltd(000965) securities abbreviation: Tianjin Tianbao Infrastructure Co.Ltd(000965) Announcement No.: 202224 Tianjin Tianbao Infrastructure Co.Ltd(000965)
Expected announcement of daily connected transactions in 2022
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.
1、 It is estimated that the basic information of daily related party transactions throughout the year
(I) overview of daily connected transactions
Tianjin Tianbao Infrastructure Co.Ltd(000965) (hereinafter referred to as “the company”), the relevant wholly-owned subsidiaries and holding subsidiaries are expected to sign relevant contracts with the related party Tianjin Tianbao thermoelectric Co., Ltd. (hereinafter referred to as “Tianbao thermoelectric”) in 2022 on receiving heating services, heating metering and heating supporting services, and provide office building leasing services and property services with Tianjin Tianbao Leasing Co., Ltd. (hereinafter referred to as “Tianbao leasing”) Tianjin Tianbao commercial factoring Co., Ltd. (hereinafter referred to as “Tianbao factoring”) and Tianjin Tianbao Financial Management Co., Ltd. (hereinafter referred to as “Tianbao financial management”) have related party transactions. The above transactions are related party transactions under the control of the same legal person. In 2022, the relevant wholly-owned subsidiaries and holding subsidiaries of the company had related party transactions with the related party Tianjin Tianbao Human Resources Co., Ltd. (hereinafter referred to as “Tianbao human”), which were related party transactions with other related parties.
The actual total amount of similar daily related party transactions of the company in 2021 is 5.3656 million yuan, and the total amount of daily related party transactions is expected to be 250808 million yuan in 2022.
On April 12, 2022, the 29th meeting of the 8th board of directors of the company deliberated and adopted the proposal on expected daily connected transactions in 2022 by 2 votes of avoidance, 5 votes of approval, 0 votes of opposition and 0 abstentions. Related directors Mr. Wang Xiaotong and Ms. Yin Qi avoided voting.
According to the provisions on the principle of cumulative calculation of connected transactions in the stock listing rules of Shenzhen Stock Exchange, the company, its subsidiaries and the same connected person (including other connected persons controlled by the same subject or having equity control relationship with the connected person) have been reviewed and disclosed by the board of directors of the company within 12 consecutive months after the daily connected transaction is expected, However, the total amount of related party transactions that have not been submitted to the general meeting of shareholders for deliberation will account for more than 5% of the absolute value of the company’s latest audited net assets. The expected matters of this daily related party transaction need to be submitted to the general meeting of shareholders for deliberation. The related shareholder Tianjin Tianbao Holding Co., Ltd. will avoid voting on the expected proposal of this daily related party transaction.
As of April 12, 2022, the related party transactions of the company, its subsidiaries and the same related person that have been reviewed and disclosed by the board of directors of the company for 12 consecutive months, but have not been submitted to the general meeting of shareholders for review include: on January 11, 2022, Tianjin Tianbao Chuangyuan Real Estate Development Co., Ltd., a wholly-owned subsidiary of the company (hereinafter referred to as “Tianbao Chuangyuan”) Tianjin Tianbao Fuyuan Real Estate Development Co., Ltd. (hereinafter referred to as “Tianbao Fuyuan”) applied to Tianjin Binhai New Area Tianbao microfinance Co., Ltd. (hereinafter referred to as “Tianbao microfinance company”) for a working capital loan with a maximum loan amount of 70 million yuan, and the company provided joint and several liability guarantee for the above loans. This matter has been deliberated and approved at the 26th meeting of the 8th board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation. Specific inside
For details, the company published on cninfo.com.cn on January 12, 2022 Announcement on resolutions of the 26th session of the 8th board of directors (Announcement No.: 202201) and announcement on the company’s provision of guarantees for loans of wholly-owned subsidiaries and related party transactions (Announcement No.: 202203); On March 11, 2022, Tianjin Baili Construction Engineering Co., Ltd. (hereinafter referred to as “Baili construction”), a wholly-owned subsidiary of the company, and Tianjin Binhai Kaiyuan Real Estate Development Co., Ltd. (hereinafter referred to as “Binhai Kaiyuan”) signed a supplementary agreement with Tianbao small loan company, which will be completed on September 14, 2021 The maturity date of all loans under the maximum loan contract signed by Binhai Kaiyuan and Tianbao microfinance company is changed to March 13, 2023, and the company continues to provide joint and several liability guarantee for the above loans. This matter has been deliberated and approved at the 27th meeting of the 8th board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation. For details, please refer to the company’s publication on cninfo (www.cn. Info. Com. CN.) on March 12, 2022 Announcement on the resolution of the 27th session of the 8th board of directors (Announcement No.: 202210) and announcement on the company’s guarantee for loans of wholly-owned subsidiaries and related party transactions (Announcement No.: 202211).
(II) estimated category and amount of daily connected transactions
Unit: 10000 yuan
As of the disclosure of the pricing principle amount or amount incurred on the expected date of the content of related party transactions of related parties of easy categories that occurred in the previous year
Accrued amount
Accept the supporting services of guantianbao thermoelectric heating, heating metering and government pricing 212019.06 135.86 joint human heating
The market price of human resources and training services provided by laotianbao is 65.00 8 29.28
Subtotal — 218500 27.06 165.14
The market price of Tianbao financial management rental house is 127.72 36.49 185.54
The market price of the leased house leased from the related Tianbao is 90.22 21.19 and 85.93 people
Asset Tianbao factoring rental housing market price 85.67 23 81.59
Subtotal — 303.61 80.68 353.06
Tianbao factoring property service market price 7.01 6.61 to related parties
The market price of Tianbao leased property services provided by the owner is 12.46 11.75
Subtotal — 19.47 18.36
Total 250808 107.74 536.56
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual occurrence
The proportion of the actual amount of related party transactions and the estimated amount of related party transactions
Disclosure date and index service proportion of content amount of related parties of easy category and amount difference of similar industries (%)
（％）
Purchaser: Tianbao thermoelectric heating service 135.86 270100% – 49.68%
Subtotal of products
-135.86 270100% – 49.68% March 23, 2021
Accept the report published by relevant human resources on cninfo renti Tianbao human services 29.28 40.00 100% – 26.80%
Subtotal of estimated business of labor and capital related party transactions for supply and demand – 29.28 40 100% – 26.80% announcement (Announcement No.:
To associate (202110)
Tianbao financial management rental house 185.54 236.36 3.03% – 21.50%
Rent out
85.93 136.76 1.40% – 37.17% of leased houses leased by asset Tianbao
Tianbao factoring rental house 81.59 50.77 1.33% 60.71%
Subtotal – 353.06 423.89 5.76% – 16.71%
Tianbao factoring property service 6.61 7.01 0.16% – 5.71%
To related parties
Labor Tianbao leasing property service 11.75 12.46 0.28% – 5.70%
Subtotal – 18.36 19.47 0.44% – 5.70%
Total 536.56 753.36 — 28.78%-
The board of directors of the company has apportioned the expenses of the daily related party transactions between the actual occurrence of the heating services provided by Tianbao thermal power for the project of yuncui road and the expected large difference. The expenses are apportioned according to the proportion of the actual heating month in the whole heating season in 2021 (if applicable), resulting in a significant decrease in the actual amount compared with the expected amount.
The actual total amount of the company’s daily related party transactions in 2021 and the estimated total amount deposited in the company’s independent directors have a large difference in the daily related party transactions, which is mainly due to the fact that the heating cost of the yuncui road project is apportioned according to the proportion of the actual situation in 2021 and the expected large heating in the whole heating season in January and may, resulting in a significant reduction in the amount of explanation (if applicable) of the actual difference compared with the estimated amount. The above differences are in line with the actual situation of the company, and the reasons for the differences are reasonable. The transaction price of related party transactions follows the principle of fair and reasonable pricing, and there is no situation that damages the interests of the company and minority shareholders.
2、 Introduction and relationship of related parties
(I) basic information
1. Tianjin Tianbao Thermal Power Co., Ltd
Registered capital: 476.86 million yuan
Registered address: No. 169, Weiqi Road, Tianjin Airport Economic Zone
Legal representative: Xing Cheng
Business scope: heat production and supply; Cooling service; Contract energy management; Energy conservation management services; Research and development of emerging energy technologies; Measurement technology services; Data processing services; Sales of industrial automatic control system devices; Sales of instruments and meters for supply; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Engineering management services; Motor vehicle charging sales; Charging pile sales; Sales of new energy vehicle power exchange facilities; Operation of electric vehicle charging infrastructure; Sales of renewable resources; Sales of special chemical products (excluding hazardous chemicals); Non residential real estate leasing
As of December 31, 2021, the total assets of Tianbao thermoelectric Co., Ltd. were 35632055 million yuan, the net assets were 4732531 million yuan, the main business income was 348.93 million yuan and the net profit was 5
