Securities code: Jsti Group(300284) securities abbreviation: Jsti Group(300284) Announcement No.: 2022017 Jsti Group(300284)
Announcement on the implementation of daily connected transactions in 2021 and the forecast 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、 Basic information of daily connected transactions
(I) overview of daily connected transactions
On April 17, 2022, the fifth meeting of the 5th board of directors of Jsti Group(300284) (hereinafter referred to as “the company” or ” Jsti Group(300284) “) deliberated and approved the proposal on the implementation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022. According to the actual situation of connected transactions in 2021 and the needs of business development of the company, the total amount of daily connected transactions of the company in 2022 is expected to be 117 million yuan. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) estimated category and amount of daily connected transactions
Unit: 10000 yuan
Related party transactions related party transactions related party transactions related party transactions contract signing as of the disclosure of the amount easily priced by the related party of the previous year or the amount incurred on the expected date shall be calculated in principle
China Power Construction Road and Bridge Group Nanjing Engineering Co., Ltd. provides labor services at the market price of 500.68.66
Provide the associated Pingtan urban design and Research Institute Co., Ltd. with the market price of 100084.24 203.80 people and provide the company’s labor services
Labor Services China Power Construction (Guangdong) Zhongkai Expressway provides labor services of 105.84 highway Co., Ltd. at a market price of 5000
Guangzhou Zhujiang Industrial Group Co., Ltd. provides labor services for 4000286.25 270.10 companies and related enterprises
Related party transactions related party transactions related party transactions related party transactions contract signing as of the disclosure of the amount easily priced by the related party of the previous year or the amount incurred on the expected date shall be calculated in principle
China Power Construction Road and Bridge Group Nanjing project accepts the market price of 200
Accept the labor services of Guan survey and Design Co., Ltd
Lianrenti Pingtan urban design and Research Institute Co., Ltd. accepts the labor services provided by the labor company at the market price of 500 93.63 217.45
Guangzhou Zhujiang Industrial Group Co., Ltd. accepts the market price of 500
Labor department and its related enterprises
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Related party transaction related party transaction actual occurrence actual occurrence related party transaction category related party transaction amount estimated amount in the proportion of similar amount and estimated business amount difference
China Power Construction Road and Bridge Group Nanjing Engineering Co., Ltd. provides 68.66 400.00 0.01% 331.34 survey and Design Co., Ltd
Pingtan urban design and Research Institute Co., Ltd. provides 203.80115000 0.04% 946.20 company labor services
Baizhitian reservoir, Wudang District, Guiyang City
Project Construction Management Co., Ltd. labor 500.00
department
Guangzhou Huandong urban development and Operation Co., Ltd. has provided 63.17 150.00 0.01% 86.83 limited company labor services
Qingyuan Guangzhou back garden Co., Ltd. provides 600.00 yuan
Provide labor services to related companies
100.00 provided by Guangzhou Construction Engineering demolition Co., Ltd
Labor service company
Guangzhou Zhushi urban renewal and Development Co., Ltd
Limited company labor service
Guangzhou Zhujiang Industrial Park provides 182.16 0.04% – 182.16 Co., Ltd. [note ①] labor services
Guangzhou Pinshi Real Estate Development Co., Ltd. has provided 18.75 0.00% – 18.75 limited company [note ①] labor services
Guangzhou Chengshi Investment Co., Ltd. provides 6.02 0.00% – 6.02 [note ①] labor services
China Power Construction (Guangdong) Zhongkai Expressway provides 105.84 0.02% – 105.85 highway Co., Ltd. [note ①] labor services
Related party transaction related party transaction actual occurrence actual occurrence related party transaction category related party transaction amount estimated amount in the proportion of similar amount and estimated business amount difference
Accept 0.200.00 from Guanzhong power construction road and Bridge Group Nanjing project
Labor services of lianrenti survey and Design Co., Ltd
The labor service provided by laopingtan urban design and Research Institute Co., Ltd. is 217.45130000 0.21% 108255
Association to
We provide the services of China Power Construction Road and Bridge Group Nanjing Engineering Leasing Co., Ltd. 22.02 40.00 2% 17.98 rental service survey and Design Co., Ltd
Affairs
Note ①: according to Article 117 of the articles of association, “the board of directors has the right to decide the connected transactions between the company and its affiliated natural persons with a transaction amount of more than 300000 yuan, and between the company and its affiliated legal persons with a transaction amount of more than 3 million yuan, accounting for more than 0.5% of the absolute value of the company’s latest audited net assets, but not meeting the deliberation criteria of the general meeting of shareholders specified in Article 42 of the articles of association” Paragraph 5 of Article 119: “the chairman of the board of directors shall exercise the following functions and powers: (V) decide on transactions that fail to meet the deliberation standards of the board of directors as stipulated in Article 117 of the articles of Association (except for external guarantees)”, And Article 22 of the connected transaction system, “the board of directors authorizes the chairman to decide that the transaction amount between the company and the connected natural person is less than 300000 yuan; it decides that the transaction amount between the company and the connected legal person is less than 3 million yuan, or accounts for less than 0.5% of the absolute value of the company’s latest audited net assets.
If the chairman of the board of directors is related to the matters under consideration of the related party transaction, the related party transaction shall be considered and decided by the board of directors. In 2021, the company provided 1821600 yuan of labor services to the related parties Guangzhou Zhujiang Industrial Park Investment and Development Co., Ltd., 187500 yuan of labor services to Guangzhou Pinshi Real Estate Development Co., Ltd., 60200 yuan of labor services to Guangzhou Chengshi Investment Co., Ltd Related party transactions such as providing labor services of 1.0584 million yuan to China Power Construction (Guangdong) Zhongkai Expressway Co., Ltd. have been approved by the chairman.
2、 Related person introduction and relationship
1. Related person: China Power Construction Road and Bridge Group Nanjing Engineering Survey and Design Co., Ltd
1) Basic information of related parties
Name: China Power Construction Road and Bridge Group Nanjing Engineering Survey and Design Co., Ltd. (hereinafter referred to as “China power construction Nanjing”)
Address: No. 8, Fuchunjiang East Street, Jianye District, Nanjing
Legal representative: Li Jianyu
Registered capital: 20 million
Main business: Engineering Survey and design, engineering supervision and related technical services
Financial data of China power construction Nanjing in recent two years
Unit: 10000 yuan
Project year 2021 to 2020
Total assets 243608263948
Net assets 23 Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) 9862
Operating income 77.92 210.85
Net profit -168.52 -171.15
2) Association relationship
China power construction Nanjing was established on November 29, 2012. China Power Construction Road and Bridge Group Co., Ltd. holds 51% equity of China power construction Nanjing, and the company holds 49% equity of China power construction Nanjing. According to article 7.2.3 (V) of the GEM Listing Rules of Shenzhen Stock Exchange (revised in 2020) “other legal persons or other organizations identified by the CSRC, the exchange or the listed company according to the principle of substance over form that have a special relationship with the listed company and may cause the listed company to favor its interests”, PowerChina Nanjing is the affiliated legal person of the company, and the transaction is a connected transaction.
3) Performance capability analysis
China power construction Nanjing continues to exist in accordance with the law, its business and financial conditions are normal, and it is able to perform its contractual obligations. According to its business conditions and the types of related party transactions, there is no major uncertainty about its performance ability.
2. Related person: Pingtan urban design and Research Institute Co., Ltd
1) Basic information of related parties
Name: Pingtan urban design and Research Institute Co., Ltd. (hereinafter referred to as “Pingtan Urban Design Institute”)
Address: 16 / F, building 5, jinjingwan business operation center, Pingtan comprehensive experimental area
Legal representative: Lin Wei
Registered capital: 10 million
Main business: Construction Engineering Survey and design; Landscape and greening engineering design; Planning management; Professional design services; Engineering management services; Professional and technical services; Railway, road, tunnel and bridge engineering construction; Other road, tunnel and bridge works and buildings; Water conservancy and inland port engineering construction; Port and shipping facilities engineering construction;
