Securities code: China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) securities abbreviation: China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) Announcement No.: 2022032 China Zhonghua Geotechnical Engineering Group Co.Ltd(002542)
About the wholly-owned subsidiary as the first bid winner candidate of the project
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.
1、 Overview of related party transactions
China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) (hereinafter referred to as “the company”), a wholly-owned subsidiary of Beijing Changdao Municipal Engineering Group Co., Ltd. (hereinafter referred to as “Beijing Changdao”), participated in the construction of sanshenghe Daguan area, new passenger station area, Shiling and Damian area, and sporadic greening and supporting projects in southern New Area. The bid winning candidates were publicized on April 13, 2022, and Beijing Changdao was publicized as the first bid winning candidate. The bid inviter is Chengdu Xingcheng Investment Group Co., Ltd. (hereinafter referred to as “Chengdu Xingcheng group”), the controlling shareholder of the company and has a related relationship with the company. This transaction constitutes a related party transaction.
The above projects won through public bidding and fulfilled the public bidding procedures. According to the relevant provisions of the stock listing rules, the related party transaction between the company and related parties has reached the disclosure standard.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, nor does it constitute a reorganization and listing, and does not need to be approved by relevant departments.
2、 Basic information of both parties
(I) basic information of the tenderee
1. Name of the tenderee: Chengdu Xingcheng Investment Group Co., Ltd
2. Unified social credit Code: 915101006863154368
3. Company domicile: No. 99, Zhuojin East Road, high tech Zone, Chengdu
4. Legal representative: Ren Zhineng
5. Company type: limited liability company (solely state-owned)
6. Registered capital: 5525.4 million yuan
7. Business scope: holding company services; Land consolidation and development; Investment, financing, construction and management of urban supporting infrastructure and environmental governance; Residential housing construction, road, tunnel and bridge engineering construction, pipeline and equipment installation, engineering technology and design services, wholesale of building materials and park management; Real estate development and operation, real estate leasing operation and property management; Health consultation and elderly care services; Sports organization services, stadium services, leisure and fitness activities, conferences, exhibitions and related services; Capital operation; State owned assets management; Foreign investment (not engaging in financial activities such as illegal fund-raising and absorbing public funds); franchise; Other non administrative licensed business projects. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
8. Main financial data:
Unit: 10000 yuan
Project December 31, 2020 / September 30, 2021 in 2020 / January September 2021 (audited) (Unaudited)
Total assets 77909960389246227316
Net assets 10978343891224906316
Operating income 7299846371395862302
Net profit 3040955357211220
9. Related relationship: Beijing Changdao is a wholly-owned subsidiary of the company, and Chengdu Xingcheng group is the controlling shareholder of the company, forming a related relationship.
10. performance ability: Chengdu Xingcheng group is not the person to be executed for breach of faith, and has the ability to perform contractual obligations. （2） Basic information of bid winning candidates
1. Enterprise Name: Beijing Changdao Municipal Engineering Group Co., Ltd
2. Unified social credit Code: 91110 Shanxi Meijin Energy Co.Ltd(000723) 584900f
3. Registered address: room 509, block B, building 1, yard 13, Keyuan Road, Daxing District, Beijing
4. Legal representative: Lian Wenzhi
5. Company type: limited liability company (sole proprietorship of legal person)
6. Registered capital: 500 million yuan
7. Business scope: penstock installation (special equipment license is valid until November 9, 2022); Road freight transportation; Engineering survey; Engineering design; Surveying and mapping services; General contracting of construction; Professional contracting; Labor subcontracting; Contracting foreign engineering projects suitable for its strength, scale and performance; Dispatch labor personnel required for the implementation of the above overseas projects; Construction machinery leasing (excluding vehicles); Sales of building materials and decoration materials; Construction project management; Technology development; Technology transfer; Technical services; Technical consultation; Earthwork works; Urban landscaping construction; Landscape architecture design; Urban landscaping maintenance; Geological disaster control; Engineering technology research and test development; Urban landscaping planning services; Engineering supervision; Environmental monitoring. (market entities shall independently choose business projects and carry out business activities according to law; surveying and mapping services, road cargo transportation, engineering survey, engineering design and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
3、 Project overview and bidding quotation
1. Project name: Construction of scattered greening and supporting works in Sansheng hedaguan area, new passenger station area, Shiling and Damian area, and southern New Area.
2. Construction site: located in Sansheng and Daguan area, Jinjiang District, Chengdu City, new passenger station area, Longquanyi District, Shiling and Damian area, and New Area in the south of high tech Zone.
3. Construction contents: the construction contents include demolition of fences, demolition of illegal buildings and greening works, earthworks, greening works, water supply and drainage works, supporting construction works, landscape sketch works, road and square pavement works, lighting works, etc. 4. Scope of bidding: Construction of all works within the scope of construction design drawings of sporadic greening and supporting works in sanshenghe Daguan area, new passenger station area, Shiling and Damian area, southern New Area.
5. Bidding control price: 4999793996 yuan.
6. Bid section division: 1 bid section in total.
7. Planned construction period: 730 calendar days.
8. tender offer: undertake the engineering construction within the bidding scope of the project according to the charge proportion of 96% of the project bidding control price, about 4799802236 yuan.
4、 Pricing policy and basis of transaction
This related party transaction complies with the relevant requirements of relevant national laws, regulations and normative documents. The transaction price is determined by public bidding procedures, and the pricing is reasonable and fair. There is no behavior of using the relationship of related parties to damage the interests of the listed company, nor does it damage the legitimate interests of the company or transfer interests to related companies.
5、 Impact of related party transactions on Listed Companies
The bidding quotation amount of the above projects accounts for 0.93% of the audited operating revenue of the company in 2021. The above transactions belong to the daily business activities of Beijing Changdao and will not affect the independence of the company. If the project can be finally confirmed as winning the bid and signed a formal contract and implemented smoothly, it is expected to have a positive impact on the company’s future business performance.
6、 Accumulated various connected transactions with the connected person
From the beginning of 2022 to the disclosure date, the total amount of various related party transactions between the company and its related party Chengdu Xingcheng group (including other related parties controlled by the same subject or controlled by each other) was 201116 million yuan. 7、 Risk tips
The company has not yet obtained the formal letter of acceptance, and there is still uncertainty about whether it can finally win the bid. The company will timely disclose the final bid winning results of the project and the signing of subsequent contracts as required.
Please pay attention to investment risks.
8、 Documents for future reference
1. Publicity of bid winning candidates for sporadic greening and supporting works construction in Sansheng he Daguan area, new passenger station area, Shiling and Damian area and southern New Area;
2. Overview of related party transactions of listed companies;
3. Other documents required by CSRC and Shenzhen Stock Exchange.
It is hereby announced.
China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) board of directors
April 13, 2022
