Securities code: Gansu Engineering Consulting Group Co.Ltd(000779) securities abbreviation: Gansu Engineering Consulting Group Co.Ltd(000779) Announcement No.: 2022025 Gansu Engineering Consulting Group Co.Ltd(000779)
About signing Gansu Longwan Products Co., Ltd
Announcement of custody agreement 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.
Important content tips:
Gansu Engineering Consulting Group Co.Ltd(000779) (hereinafter referred to as “the company”) is entrusted by the controlling shareholder of the company, Gansu state owned Assets Investment Group Co., Ltd. (hereinafter referred to as “Gansu state investment”), to operate and manage Gansu Longwan Products Co., Ltd. (hereinafter referred to as “Longwan company”).
This transaction constitutes a connected transaction, but it does not belong to major asset restructuring.
This transaction belongs to entrusted operation and management and will not lead to changes in the scope of the company’s consolidated statements. 1、 Overview of related party transactions
1. On December 29, 2021, the SASAC of the provincial government transferred the 100% equity of Gansu Longwan Property Co., Ltd. to Gansu state owned Assets Investment Group Co., Ltd. in accordance with the notice of the SASAC of the provincial government on transferring the 100% equity of Gansu Longwan Property Co., Ltd. to Gansu state owned Assets Investment Group Co., Ltd. (GaN Guo Zi FA Quan Quan [2021] No. 280). In January 2022, Gansu state owned investment completed the equity change registration of Gansu Longwan company. 2. In order to further straighten out the asset management and use relationship of Longwan company, standardize the business behavior of the enterprise, realize the coordinated integration of resources and promote mutually beneficial development as soon as possible, Gansu SDIC signed the entrusted management agreement with effective conditions with the company to entrust Longwan company with the operation and management of the company, and the entrusted management fee is 30% of the annual dividend of Longwan company, Gansu SDIC shall make a one-time payment to the company within 10 working days from the date of receiving the dividend from Longwan company.
3. On April 19, 2022, the 30th meeting of the 7th board of directors and the 24th Meeting of the 7th board of supervisors of the company deliberated and approved the proposal on signing the custody agreement and related party transactions of Gansu Longwan Products Co., Ltd., the related directors Mr. Fu Lei and Mr. Zhang Hong avoided voting, and the independent directors of the company approved the related party transactions in advance and expressed their independent opinions on the matter.
4. According to the Listing Rules of Shenzhen Stock Exchange, this entrusted operation and management transaction constitutes a connected transaction. The entrusted operation and management company only provides operation and management services, and all shareholders’ rights of Longwan company are still reserved by the entrusting party. There is no transfer of asset ownership, which will not have a significant impact on the company’s financial status and operating results. Longwan company is not included in the scope of the company’s consolidated statement. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
5. According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and the related party transaction management system of the company, the management fee of Longwan company entrusted by the company is 30% of the annual dividend of Longwan company. It is expected that the transaction amount will not exceed the decision-making authority of the board of directors of the company. This trusteeship matter does not need to be submitted to the general meeting of shareholders of the company for deliberation or approved by relevant departments. 2、 Basic information of related parties
1. Name: Gansu state owned Assets Investment Group Co., Ltd
2. Address: No. 4800, Guazhou Road, Qilihe district, Lanzhou City, Gansu Province
3. Legal representative: Feng Wenge
4. Registered capital: 1231309988100 yuan
5. Date of establishment: November 23, 2007
6. Unified social code: 9162 China Greatwall Technology Group Co.Ltd(000066) 54372581
7. Business scope: carry out financing business, investment business, state-owned equity operation and management, state-owned capital operation and entrusted management business; Merger and reorganization of enterprises; Fund investment and venture capital business; Business consulting and financial consultant; Non ferrous metal materials and mineral products, ferrous metals and mineral products, chemical raw materials and chemical products (excluding hazardous chemicals), electromechanical products, precious metals and other trade, import and export business; House leasing; Other businesses authorized by the SASAC of the provincial government.
8. Main financial data: as of December 31, 2020, the total assets were 279453 billion yuan and the owner’s equity attributable to the parent was 66.399 billion yuan. In 2020, the operating revenue will be 281.11 billion yuan, and the net profit attributable to the owner of the parent company will be 1.484 billion yuan. Upon inquiry, Gansu SDIC is not a dishonest executee and has the ability to perform the contract.
3、 Basic information of the target company of related party transactions
1. Name: Gansu Longwan Products Co., Ltd
2. Address: 22 / F, No. 4800, Guazhou Road, Qilihe district, Lanzhou City, Gansu Province
3. Legal representative: Yang Linjun
4. Registered capital: 10 million yuan
5. Date of establishment: May 8, 2018
6. Unified social code: 91620000ma72yxq613
7. Business scope: Wholesale and retail of building materials, hardware and electrical equipment, engineering machinery equipment and accessories, water pumps and accessories; Rental of houses and sites; Warehousing services.
8. Main financial data: as of December 31, 2021, the total assets were 1724911 million yuan, and the parent owner’s equity was 1643526 million yuan. In 2021, the operating income was 1.498 million yuan, and the net profit attributable to the owner of the parent company was -108953 million yuan. After inquiry, Longwan company is not the person to be executed for breach of faith.
9. Relationship with listed companies: Gansu SDIC is the controlling shareholder of the company, and Longwan company is a wholly-owned subsidiary of Gansu SDIC. According to the stock listing rules of Shenzhen Stock Exchange, Longwan company is the related party of the company.
4、 Pricing policy and basis of related party transactions
The entrusted management agreement signed between the company and Gansu SDIC follows the principle of equality and mutual benefit and is linked with the operating conditions of the target company. The transaction pricing is fair and reasonable, and there is no situation that damages the interests of the company and all shareholders.
5、 Main contents of entrusted management agreement
Party A (entrusting party): Gansu state owned Assets Investment Group Co., Ltd
Party B (trustee): Gansu Engineering Consulting Group Co.Ltd(000779)
(I) handover of custody matters
1. Within 10 working days from the effective date of this agreement, Party A shall deliver the business license, official seal and other seals, bank account number, management documents, financial account books, asset certificates and other business management archives of Longwan company according to the handover list determined by both parties.
2. Within 60 working days before the end of custody, Party A and Party B shall jointly entrust a professional institution to audit Longwan company, and both parties shall formulate a handover plan according to the audit report of the professional institution.
3. After the trusteeship is completed, Party B shall remove the management personnel appointed to Longwan company, and other personnel appointed or employed shall be transferred or dismissed if Party A does not employ them.
(II) custody fee
Party A shall take 30% of the dividend of Longwan company as the custody fee of Party B, and Party A shall pay it to Party B in a lump sum within 10 working days from the date of receiving the dividend of Longwan company.
(III) custody scope
1. Party A entrusts 100% of the equity of Longwan company held by Party A to Party B for management. During the custody period, Party B shall independently exercise the right of operation and management in accordance with the provisions of the company law and the articles of association of Longwan company. 2. After Party A agrees to exercise the following matters within the term of the trusteeship agreement:
(1) Decide to increase or reduce the registered capital of Longwan company.
(2) Review and approve the profit distribution plan and loss recovery plan of Longwan company.
(3) Decide to issue Longwan corporate bonds or other securities with the nature of bonds.
(4) To decide on the merger, division, change of corporate form, dissolution and liquidation of Longwan company. (5) Decide to appoint or dismiss the annual accounting and audit intermediaries of Longwan company, and decide to audit the important economic activities and major financial matters of the company when necessary.
(6) To decide on the disposal of assets of Longwan company.
(IV) rights and obligations of both parties
1. Rights and obligations of Party A
(1) Enjoy legal person property rights over the assets of Longwan company according to law.
(2) Have the right to supervise and inspect Party B’s custody business activities and put forward written rectification opinions.
(3) Have the right to know the operation status of Longwan company and put forward suggestions at any time, but shall not use the identity of shareholder to interfere with Party B’s management of Longwan company in any form.
(4) Party A has the right to consolidate the statements of Longwan company and arrange an accounting firm to audit Longwan company. Party B shall not consolidate the statements of Longwan company.
(5) During the custody period, the results of preserving and increasing the value of state-owned assets of Longwan company shall be reported to Party A for confirmation. (6) During the trusteeship period, if Party A or Party B transfers the equity of Longwan company or sets a pledge or other third-party rights and interests with the equity of Longwan company or the assets of Longwan company as the subject, it must communicate with the other party in advance and obtain the consent of the other party.
2. Rights and obligations of Party B
(1) Have the right to manage Longwan company in accordance with the agreement, and organize and implement various production, operation and management activities in accordance with the law.
(2) Be responsible for the party building, clean government construction and personnel appointment and removal of Longwan company, and be responsible for labor and personnel work related to personnel recruitment, contract signing, salary and treatment, etc.
(3) Solve the problems left over by the history of Longwan company, including but not limited to: be responsible for handling the property right certificate of the limited assets of Longwan company, and guide Longwan company to operate and exercise the shareholders’ rights of its subsidiaries such as blue construction technology and Dayu investment according to law.
(4) Party A has the right to revitalize the assets of Longwan company by means of asset leasing (if Party B uses the assets of Longwan company, it is necessary to sign the lease agreement), but shall not transfer the assets or cause the loss of state-owned assets without authorization.
(5) Submit financial and business statements and other materials as required by Party A, accept the audit, supervision, inspection and inquiry of the accounting firm arranged by Party A, and rectify as required.
(6) Responsible for Longwan company’s production and operation, safety and environmental protection, emergency management, letters and visits to maintain stability and trade union group management.
(7) Perform the trusteeship and operation duties in accordance with the agreement, and shall not entrust part or all of Longwan company to others for trusteeship and operation.
(8) Party B shall be responsible for urging Longwan company to repay the loan from Party A for daily operation. (V) custody matters handover and custody period
1. Within 10 working days from the effective date of this agreement, Party A shall deliver the business license, official seal and other seals, bank account number, management documents, financial account books, asset certificates and other business management archives of Longwan company according to the handover list determined by both parties.
2. Within 10 working days from the effective date of this agreement, Party B shall appoint relevant personnel to Longwan company and handle industrial and commercial registration, and Party A shall actively cooperate.
3. Within 60 working days before the end of custody, Party A and Party B shall jointly entrust a professional institution to audit Longwan company, and both parties shall formulate a handover plan according to the audit report of the professional institution.
4. After the trusteeship is completed, Party B shall remove the management personnel appointed to Longwan company, and other personnel appointed or employed shall be transferred or dismissed if Party A does not employ them.
5. After solving the problems left over by the history of Longwan company (such as obtaining the property right certificate of unlicensed real estate, completing the withdrawal or liquidation of foreign investment, etc.), Party B has the right to purchase the assets under the name of Longwan company, and both parties shall perform the state-owned assets transaction procedures such as audit and evaluation and sign the transaction agreement.
(VI) liability for breach of contract
Party A and Party B shall perform their obligations in strict accordance with the provisions of the contract. If any party to the contract violates the provisions of the contract and relevant laws and regulations, resulting in the non performance or non full performance of the contract, the breaching party shall bear all the responsibilities arising therefrom, and shall also compensate the losses suffered by the observant party, and the observant party has the right to terminate or terminate the agreement in advance.
(VII) dispute resolution
Any dispute arising from the performance of this Agreement shall be settled by both parties through negotiation. If the negotiation fails, either party may bring a lawsuit to the people’s court with jurisdiction in the place where the contract is signed according to law.
(VIII) signature and effectiveness
This Agreement shall come into force after both parties have performed their necessary approval procedures and signed and sealed by their legal representatives (or authorized representatives).
6、 Purpose of related party transactions and its impact on Listed Companies
Longwan company has high-quality assets. Based on the good expectations and development prospects of Longwan company after entrusted operation, the company charges 30% of the entrusted management fee according to the dividend of Longwan company, and does not bear the operation risk. Through entrusted management, it is conducive to promoting the early realization of resource coordination and mutually beneficial development between the company and Longwan company, which is in line with the long-term interests of the company; The entrusted operation and management company only provides operation and management services to Longwan company this time. During the entrusted management period, the property right subordination relationship, the right subject of assets, creditor’s rights and debts and the independent legal person subject of Longwan company remain unchanged and are not included in the scope of the company’s consolidated statements, which has no impact on the independent operation and financial status of the company, is conducive to safeguarding the legitimate rights and interests of the company and all shareholders, and there is no damage to the interests of minority shareholders.
7、 From the beginning of the year to the disclosure date, the company has accumulated various related party transactions with the related party. From January 2022 to the announcement disclosure date, the company and Gansu SDIC have had daily related party transactions of 677200 yuan. Due to the entrusted management of Longwan company, the balance of related transactions payable by the company and its subsidiaries to Longwan company was 13.82 million yuan.
8、 Prior approval and independent opinions of independent directors
(I) prior approval opinions of independent directors
We believe that this connected transaction follows the principles of fairness, impartiality and openness, complies with the provisions of relevant laws, regulations and the articles of association, and does not harm the interests of the company and all shareholders. Therefore, we agree to submit the proposal to the board of directors for deliberation.
(II) opinions of independent directors
The signing of the entrusted management agreement between the company and Gansu SDIC can further straighten out the asset management and use relationship of Longwan company, which is conducive to realizing resource coordination and promoting mutually beneficial development; The signed entrusted management agreement complies with the provisions of relevant laws and regulations; The trusteeship of Longwan company and the collection of management fee will not have an adverse impact on the company’s operation, financial status and operating results; The convening procedures and voting procedures of the board of directors of the company for reviewing the proposal comply with relevant laws and regulations, the articles of association and other relevant provisions. During the deliberation of the proposal, the related directors avoid voting. No damage to the company
