Securities code: 002186 securities abbreviation: China Quanjude(Group) Co.Ltd(002186) Announcement No.: 2022-03 China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd
Announcement on increasing the estimated amount of daily connected transactions in 2021
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The 15th meeting of the 8th board of directors of China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd. (hereinafter referred to as "the company") deliberated and adopted the proposal on the company's daily connected transactions in 2021. For details, see the announcement on the forecast of daily connected transactions in 2021 (Announcement No.: 2021-15) disclosed by the company on the designated media on April 24, 2021. The above matters have been deliberated and approved by the company's 2020 annual general meeting of shareholders. For details, see the announcement of resolutions of 2020 annual general meeting of shareholders (Announcement No.: 2021-22) disclosed by the company on the designated media on May 21, 2021.
As Beijing Capital Tourism Group Co., Ltd. (hereinafter referred to as "BTG") further gives play to the spillover effect of the global project and the synergy of various strategic units, the sales volume of products and services provided by the company to BTG and will increase in 2021. According to the business needs, a certain amount of daily related party transactions need to be added. The details are as follows:
1、 Basic information of new daily connected transactions
(I) overview of related party transactions
This new related party transaction is an increase in the products and services sold by the company to the controlling shareholder ShouLv group and its related parties. On January 11, 2022, the 19th (Interim) meeting of the eighth session of the board of directors of the company deliberated and adopted the proposal on increasing the estimated amount of daily connected transactions in 2021. The related directors of the company, Mr. Bai fan, Mr. Lu Changcai and Ms. Guo Fang, avoided voting when deliberating the proposal. The independent directors approved the proposal in advance and expressed independent opinions. The above proposals need not be submitted to the general meeting of shareholders for deliberation.
(II) category and amount of estimated daily connected transactions
According to the actual business development of the company, the new daily connected transactions are expected to be as follows:
Unit: 10000 yuan
Related party transactions and related party transactions in related party transactions in 2021, the estimated amount of related party capacity pricing principle of easy category after consideration, addition and adjustment, and the daily accumulated amount
Amount incurred
Provide sales of moon cakes and upper limit for the first travel collection
Product and service groups and their related products are set as 2924.23 million and 33 million according to the market. The allowable price of tourism groups provided by affiliated enterprises is RMB 1000
Catering services, etc. RMB 10000
2、 Related person introduction and relationship
(I) basic information
1. Beijing Capital Tourism Group Co., Ltd
Legal representative: Song Yu; Registered capital: 4425232300 yuan; Business scope: operation and management of state-owned assets entrusted by the municipal government; Project investment; Hotel management; Information consultation; Tourism resources development; Tourism services; Real estate project development; Commercial housing sales. ("1. Do not raise funds in public without the approval of relevant departments; 2. Do not publicly carry out securities products and financial derivatives trading activities; 3. Do not issue loans; 4. Do not provide guarantees to enterprises other than the invested enterprises; 5. Do not promise investors that the investment principal will not be lost or the minimum income" ； Enterprises independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the region.) Address: A001, building a, No. 5, north bank, Empress Dowager Xiao, Tongzhou District, Beijing.
2. Beijing International Resort Co., Ltd
Legal representative: Song Yu; Registered capital: 17712152000 yuan; Business scope: construction, operation and management of theme parks; Construction and operation of hotels, shopping centers and sports, entertainment and leisure facilities; Rental of commercial housing; Rental of office space; hotel management; Product design; Sales of souvenirs, clothing, toys, sporting goods, electrical appliances, electronic products, edible Shenzhen Agricultural Products Group Co.Ltd(000061) , daily necessities, daily groceries, plastic products, cosmetics, personal hygiene products, disinfection products, mother and baby products, kitchen supplies, bags, knitwear and textiles, gold products, silver products, metal products, jewelry, arts and crafts and collectibles, cultural products, clocks and watches Paper Products; Trade brokerage and agency and import and export of goods; Photographic expansion service; Designing, producing, acting and publishing advertisements; Theme park tickets and package sales and ticketing agents; Operating art performance venues; Performances in the theme park; Prepare, plan and organize performances, evening parties, large-scale celebrations, art competitions, cultural festivals, art festivals, film festivals, clothing festivals, beer festivals, exhibitions and various folk activities; Provide the following services in the resort: activities of electronic entertainment hall; Games and recreational activities in indoor entertainment facilities; Motor vehicle public parking service; Equipment leasing; Rental of cultural commodities; Reservation service and tour guide service; Operation of stadiums and gymnasiums; Sports venue management; Sports management; Washing and dyeing services; Conference services; Exhibition services; Typing, typing, proofreading, printing, typesetting, binding, copying and fax services; Bath service; Socio economic consultation; Technical consultation and technical services; Catering management; Air ticket sales agent; Wedding services; Passenger car driving; Cinema operation; estate management; get accommodation; Hairdressing, beauty and health care services; Food and Beverages; Selling food; Wholesale and retail of publications; Film screening; Performance brokerage; Operation of performance venues; Urban landscaping; Road passenger transport; Road freight transportation. (market entities shall independently choose business items and carry out business activities according to law; the operation of performance venues, performance brokerage, road passenger transportation, road cargo transportation, publication wholesale, publication retail, food sales, catering services, accommodation, hairdressing, beauty services, film broadcasting and projects subject to approval according to law shall be carried out according to the approved contents after being approved by relevant departments Activities; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.) Address: Building 3, Zone 8, yard 6, North Street, Tongzhou resort, Beijing.
(II) relationship with listed companies
1. Beijing Capital Tourism Group Co., Ltd
Is the controlling shareholder of the company. The related person meets the related relationship specified in paragraph 1 of article 6.3.3 "legal person or other organization directly or indirectly controlling the listed company" of the stock listing rules of Shenzhen Stock Exchange.
2. Beijing International Resort Co., Ltd
It is a company indirectly controlled by the controlling shareholder of the company, capital travel group. The related person meets the related relationship specified in paragraph 2 of article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, "legal persons or other organizations other than the listed company and its holding subsidiaries directly or indirectly controlled by the legal persons mentioned in the preceding paragraph".
(III) performance capability analysis
The above related parties are in normal operation and have good performance ability.
3、 Main contents of related party transactions and signing of agreements
The details of the newly added related party transactions providing products and services in 2021 are as follows: the company's holding subsidiary Beijing Deton Huanshi Catering Management Co., Ltd. provides group meal services to Beijing International Resort Co., Ltd. Pricing policy: both parties reach a transaction agreement based on the principle of "fairness, voluntariness and mutual benefit". Pricing basis: market pricing and agreement pricing. Transaction agreement: sign specific agreements with related parties in accordance with relevant laws and regulations and the provisions of the company's contract management measures.
4、 Purpose of related party transactions and its impact on Listed Companies
As a catering enterprise under the first tourism group, the company has certain relevance and complementarity in the industrial chain with the controlling shareholder and its affiliated hotels, hotels, travel agencies and other related parties whose business covers hotel services, catering services, transportation services, business services, tourism travel services and tourism real estate, and the transaction price is fair, It is conducive to the development of the company's business and will not affect the company's independence.
5、 Opinions of independent directors
(I) prior approval opinions on related party transactions
The independent directors have made necessary communication with the company's management on the above related party transactions. We believe that the daily related party transactions of the company in 2021 exceed the expectation due to normal production and operation needs. The transaction pricing is determined according to the market fair price, which is a normal commercial transaction, in line with the principles of market economy and embodies the principles of integrity, fairness and impartiality, In line with the needs of the company's operation and without any damage to the interests of the company and other shareholders, it is agreed to submit the expected matters of the company's new related party transactions in 2021 to the 19th (Interim) meeting of the eighth session of the board of directors for deliberation.
(II) opinions of independent directors
After our prior review, the related party transactions of the company to increase the expected amount belong to normal and reasonable transactions in the company's daily operation and comply with the principles of openness, fairness and impartiality. When the company deliberated the above related party transactions, the related directors avoided voting, which is in line with relevant national regulations and the articles of association. The transactions of products and labor services provided by the company to related parties belong to the continuous business in the production and operation of the company. The transactions are conducive to the normal production and operation activities of the company, and no acts damaging the interests of the company and minority shareholders are found, which is conducive to safeguarding the interests of all shareholders of the company.
6、 Opinions of the board of supervisors
Related party transactions conform to the interests of the company and all shareholders; The price of related party transactions shall be set legally and fairly, the settlement method shall be fair and reasonable, in line with the principles of openness, fairness and impartiality, and will not damage the interests of non related shareholders; The terms of the related party transaction contract are clear, and the rights and obligations of both parties are clearly agreed. Therefore, the business activities of the company will not be controlled by the related parties and will not have a negative impact on the independence of the company.
7、 Documents for future reference
1. Resolutions of the 19th (Interim) meeting of the 8th board of directors of the company;
2. Prior approval opinions of independent directors and independent opinions of independent directors;
3. Resolutions of the 16th meeting of the 8th session of the board of supervisors of the company.
It is hereby announced.
Board of directors of China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd. January 11, 2002
