Securities code: Gansu Engineering Consulting Group Co.Ltd(000779) securities abbreviation: Gansu Engineering Consulting Group Co.Ltd(000779) Announcement No.: 2022023
Gansu Engineering Consulting Group Co.Ltd(000779)
Forecast 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、 Basic information of daily connected transactions
(I) overview of daily connected transactions
Gansu Engineering Consulting Group Co.Ltd(000779) (hereinafter referred to as “the company”) plans to lease houses and receive services from the related party Gansu state owned Assets Investment Group Co., Ltd. (hereinafter referred to as “Gansu state investment”) in 2022, with a total amount of no more than 3.4 million yuan. In 2021, the total amount of similar transactions with the related party companies expected to be involved in this time is 3.35 million yuan.
In 2022, the company plans to accept the property services provided by the related party Lanzhou Landian Property Management Co., Ltd. (hereinafter referred to as “Landian property”), and the total amount is expected to be no more than Shanghai Pudong Development Bank Co.Ltd(600000) yuan. In 2021, the total amount of similar transactions with the related party companies expected to be involved in this time is 534000 yuan. In 2022, the company’s subsidiary plans to lease houses from the related party Gansu Longwan Products Co., Ltd. (hereinafter referred to as “Longwan company”), with an estimated total amount of no more than 2.1 million yuan. In 2021, there was no related party transaction between the company and Longwan company.
On April 19, 2022, the company held the 30th meeting of the 7th board of directors. The board of directors deliberated and adopted the proposal of the company’s expected daily connected transactions in 2022 with 7 affirmative votes, 0 negative votes and 0 abstention. The connected directors Mr. Zhang Hong and Mr. Fu Lei avoided voting on the proposal. The proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(II) estimated category and amount of daily connected transactions
Unit: 10000 yuan
Amount incurred as of the date of disclosing the estimated amount of the pricing principle of the transaction content of related parties of the transaction category occurred in the previous year
amount of money
Gansu SDIC Housing leasing and market price may refer to 3400335
Cost of other services
Accept related market price or participation
The cost of the property service provided by the owner is 600.53.40 yuan
The market price of house rental of Longwan company may refer to 210000
on cost
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual amount actual amount
Related party transactions the proportion of the actual amount of related party transactions in the amount of similar business and expected amount of other people’s easy content on the disclosure date (%) difference (%) and index
Accept SDIC leasing 335370 100% – 14.68 “daily report of 2020 service year” provided by the associated Gansu housing tide information person
Accept the property services provided by the related party transactions of the related party landline property 53.40 110100% – 51.45 expected public service report
The board of directors of the company is responsible for the daily related party transactions
The actual situation is not applicable to the expected existence
Description of significant differences (if applicable) the company’s independent directors’ opinions on daily related party transactions
It is not applicable to the actual situation and expected existence
Description of major differences (if applicable)
2、 Related person and relationship
(I) basic information
1. Name of related party: Gansu state owned Assets Investment Group Co., Ltd
Legal representative: Feng Wenge
Registered capital: 12313099881 yuan
Address: No. 4800, Guazhou Road, Qilihe district, Lanzhou City, Gansu Province
Unified social code: 9162 China Greatwall Technology Group Co.Ltd(000066) 54372581
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.
2. Name of related party: Lanzhou Landian Property Management Co., Ltd
Legal representative: Li Baoping
Registered capital: 500000 yuan
Address: No. 66, Minle Road, Qilihe district, Lanzhou City, Gansu Province
Unified social code: 916201030606198258
Business scope: property management; Ground parking service; Retail of daily necessities; House leasing (excluding house leasing in the construction market); Telecom and mobile business agents (the above items that must be approved according to law can only be carried out after being approved by relevant departments).
3. Name of related party: Gansu Longwan Products Co., Ltd
Legal representative: Yang Linjun
Registered capital: 10 million yuan
Address: 22 / F, No. 4800, Guazhou Road, Qilihe district, Lanzhou City, Gansu Province
Unified social code: 91620000ma72yxq613
Business scope: Wholesale and retail of building materials, hardware and electricity, engineering machinery and equipment and accessories, water pumps and accessories; Rental of houses and sites; Warehousing services.
(II) related relationship between related parties and the company
1. Gansu SDIC is the controlling shareholder of the company. The connected person meets the conditions of connected legal person specified in article 10.1.3 (I) of the stock listing rules.
2. Gansu SDIC indirectly controls Lanzhou Lande Motor Co., Ltd., and Lande property is a wholly-owned subsidiary of Lanzhou Lande Motor Co., Ltd. The connected person meets the conditions of connected legal person specified in article 10.1.3 (II) of the stock listing rules.
3. Gansu SDIC holds 100% equity of Longwan company. The connected person meets the conditions of connected legal person specified in article 10.1.3 (II) of the stock listing rules.
3、 Main contents of related party transactions
The businesses involved in the above related party transactions are necessary for the normal operation of the company. The company and the above related parties sign relevant transaction contracts based on the principles of voluntariness, equality, fairness, mutual benefit and fairness. The transaction price follows the principle of fair and reasonable pricing, mainly based on the market price. The payment arrangement and settlement method of the transaction are implemented in accordance with the contract.
4、 The purpose of transaction and the impact of transaction on Listed Companies
Daily related party transactions such as the company’s acceptance of services from related parties belong to normal market behavior and are necessary for normal operation. The price of the above related party transactions is fair and there is no damage to the interests of the company. This transaction will not affect the independence of the company, and the company’s main business will not rely on or be controlled by related parties due to such transactions.
5、 Prior approval opinions and independent opinions of independent directors
(I) prior approval opinions of independent directors
The daily related party transactions expected by the company in 2022 are necessary for the normal business operation of the company. The related transactions are continuous, necessary and reasonable business transactions, and comply with the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange. The relevant transaction methods and prices comply with the market rules, follow the principles of fairness and fairness, and the transaction amount is expected to be objective and reasonable, without damaging the interests of the company and all shareholders, especially minority shareholders. We agree to the company’s expected daily connected transactions in 2022 and agree to submit the proposal on the company’s expected daily connected transactions in 2022 to the 30th meeting of the seventh board of directors for deliberation.
(II) independent opinions of independent directors
The company expects that the daily related party transactions with related parties in 2022 belong to normal market behavior, meet the needs of the company’s operation and development, follow the market-oriented principle, and price according to the market fair price. The transaction price is reasonable and fair, reflecting the principle of fairness and justice; Such transactions have no impact on the independence of the company, and the company’s main business will not rely on related parties due to such transactions; The decision-making procedures of the board of directors on the daily related party transactions comply with the relevant national laws, regulations and the articles of association. There is no damage to the rights and interests of the company and minority shareholders, which is in line with the interests of the company and all shareholders. We unanimously agree on the transactions expected to be involved in the company’s daily connected transactions in 2022.
6、 Documents for future reference
1. Resolutions of the 30th meeting of the seventh board of directors;
2. Prior approval opinions and independent opinions of independent directors;
3. Other documents required by SZSE. It is hereby announced
Gansu Engineering Consulting Group Co.Ltd(000779) board of directors April 20, 2022
