Central China Securities Co.Ltd(601375) verification opinions on the prediction of daily connected transactions in Palm Eco-Town Development Co.Ltd(002431) 2022
Central China Securities Co.Ltd(601375) (hereinafter referred to as " Central China Securities Co.Ltd(601375) ") as the sponsor of Palm Eco-Town Development Co.Ltd(002431) (hereinafter referred to as " Palm Eco-Town Development Co.Ltd(002431) " or "the company") for the non-public offering of shares in 2020, in accordance with the requirements of relevant regulations such as the administrative measures for securities issuance and listing sponsorship business, the stock listing rules of Shenzhen Stock Exchange, the self discipline supervision guidance No. 1 of listed companies of Shenzhen Stock Exchange - standardized operation of listed companies on the main board, Checked the daily related party transactions of Palm Eco-Town Development Co.Ltd(002431) estimated 2022, and issued the following verification opinions:
1、 Basic information of daily connected transactions in 2022
(I) overview of related party transactions
In order to standardize the company's business behavior and protect the legitimate rights and interests of the company and shareholders, according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 - transactions and related party transactions, The company has estimated the daily related party transactions with the controlling shareholder Henan Yuzi affordable housing management and Operation Co., Ltd. (hereinafter referred to as "Yuzi affordable housing") and its related parties in 2022.
(II) deliberation of the board of directors
On April 25, 2022, the company held the 42nd meeting of the 5th board of directors and unanimously deliberated and adopted the proposal on the prediction of daily connected transactions in 2022 with 7 votes in favor, 0 against and 0 abstention. The independent directors gave their prior approval and independent opinions, and the related directors Wang gengchao, Zhang Qiya, Hou Jie and Li Xu avoided the vote on the proposal.
In accordance with the provisions of the articles of association and the measures for the administration of related party transactions, this matter needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholder Henan Yuzi affordable housing management and Operation Co., Ltd. needs to avoid voting.
(III) this connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
(IV) basic information of daily connected transactions in 2022
Contract signing deadline
Category of related party transactions related party transactions related party transactions the original pricing amount or pre disclosure date of related party transactions has occurred in the previous year
The content is the accrued amount and the amount incurred
forehead
According to industry standards and
It is the related party of Henan Yuzi endowment insurance administration, housing construction and project location
The exhibition level and industry pricing of the garden project of housing management for the housing barrier funded by Henan Province shall not exceed
Management and Operation Co., Ltd. manages the charging standards for operation design and construction, combined with the local 3 China Vanke Co.Ltd(000002) 9792996
The market price of the company and its affiliated limited public works and other general contractors is 10000 yuan
Party A provides engineering, division and its outsourcing business; Equality factor, through recruitment
PPP business bidding of design service related parties or joint bidding of both parties
Reached through negotiation
Note: 1. This announcement estimates the total amount of relevant contracts to be signed with related parties in 2022.
2. The amount incurred in the previous year refers to the actual contract amount signed with related parties in 2021.
(V) actual occurrence of daily connected transactions in the previous year
Actual hair actual hair
Proportion of the actual amount of related party transactions and the estimated amount of related party transactions in the amount of related party transactions
Difference in business proportion of content amount of related parties (10000 yuan) (10000 yuan of expected disclosure date and index yuan of similar industries)
（%） （%）
To provide the related party Henan Province with the city information, see the company in 2021 in Henan Province, Henan endowment insurance, Henan endowment insurance administration, housing construction On February 1, the announcement on the operation design of the company, the construction of 29792996 Shanghai Pudong Development Bank Co.Ltd(600000) , 45.56% - 50.35% of the total contract transactions of the company's daily affiliates and its affiliated parties in 2021 disclosed on cninfo barrier housing management and transportation barrier housing management garden engineering network provided engineering Division and its outsourcing business; (Announcement No.: design service related party PPP business 2021010)
Since 2020, the company has fully relied on the resources of controlling shareholders and played an efficient role in coordination, and has undertaken more business orders in the actual situation of inland renewal transactions in Henan region; However, due to the impact of the overall economic environment and the sudden covid-19 epidemic and epidemic prevention control in Henan Province in the third and fourth quarters, the company's business development in Henan Province was affected to a certain extent in 2021. The description (if applicable) includes the slowdown of procedures such as the signing of follow-up contracts of original winning projects and the slowdown of the development progress of new projects, As a whole, the amount of new contracts and orders signed by the company in 2021 is lower than expected.
The company's estimate of the amount of daily connected transactions in the next year is mainly based on the possible prediction of the company's future business development, and the predicted amount is generally listed in the upper limit of the possible business of both parties, with certain uncertainty. In the process of the company's business development, due to the impact of the macro industrial economic environment, the continuous daily epidemic situation (or epidemic prevention and control) of covid-19 Lung company's independent directors, various procedures and procedures involved in the actual promotion of the project, the actual occurrence of related party transactions may be different from the expected amount. After verification, the daily situation of the company in 2021 is quite different from the forecast, and the total occurrence of related party transactions is different from the forecast. Mainly due to the impact of the overall economic environment and the description of three and differences (if applicable) the sudden covid-19 epidemic and epidemic prevention control in Henan Province in the fourth quarter, the business development of the company in Henan Province has been affected to a certain extent, Including the slowing down of procedures such as the signing of follow-up contracts of the original bid winning projects and the slowing down of the development progress of new projects, which led to the overall reduction of the amount of new contract orders signed by the company in 2021.
The above differences do not harm the interests of the company and minority shareholders, and have no significant impact on the operation and financial status of the company.
(I) basic industrial and commercial information
Company name: Henan Yuzi affordable housing management and Operation Co., Ltd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Business term: from January 10, 2017 to no fixed term
Unified social credit Code: 91410000ma40g80898
Registered capital: 700 million yuan
Legal representative: Wang gengchao
Address: Room 202, second floor, South Street office building, Department of finance, No. 25, jingsan Road, Jinshui District, Zhengzhou City, Henan Province. Business scope: management and operation of indemnificatory housing, house rental, property management services, elderly care and health services, management consulting services, development and utilization of new energy, and development and construction of infrastructure.
(II) equity structure
The equity structure of Yuzi affordable housing is as follows:
Henan Provincial Department of Finance
100%
Zhongyuan Yuzi Investment Holding Group Co., Ltd
Limited company
100%
Management of Henan funded affordable housing
Business Co., Ltd
Controlling shareholder and actual controller: Zhongyuan Yuzi Investment Holding Group Co., Ltd. holds 100% equity of Yuzi affordable housing and is the controlling shareholder of Yuzi affordable housing; Henan Provincial Department of finance holds 100% equity of Zhongyuan Yuzi Investment Holding Group Co., Ltd. and is the actual controller of Yuzi affordable housing.
(III) description of association relationship
Yuzi affordable housing holds 13.10% of the shares of the company, is the controlling shareholder of the company, and is the related party of the company in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange.
(IV) main financial data of the latest year and the first period
The main financial data of Yuzi affordable housing in 2020 and January September 2021 are as follows:
Unit: Yuan
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 1958953087356874
Net assets 26596913368202559849198150
January December 2020 (audited) January September 2021 (Unaudited)
Operating income 528123046258474136990730
Net profit 1963031939 -118952492
(V) performance capability analysis
Yuzi affordable housing is an enterprise legal person with legal existence, normal operation and good credit status. It is the controlling shareholder of the company. According to its financial status and the business dealings between the company and it, Yuzi affordable housing and its related parties have the ability to pay for the related party transactions.
3、 Main contents of related party transactions
(I) main contents of related party transactions
The related party transactions between the company and Yuzi affordable housing and its related parties are mainly that the company provides the related parties with municipal, housing construction, garden engineering design, construction and other general contracting services and PPP business through bidding or fair negotiation, and signs relevant contracts.
(II) signing of related party transaction agreement
Up to now, the company has not signed specific contracts or agreements with related parties on the above related party transactions, and the final amount of related party transactions shall be subject to the relevant documents finally signed by all parties.
4、 Pricing policy and basis
The contract price of the project will be determined through bidding or mutual negotiation according to the industry standard, the development level of the project location, the industry pricing and charging standard, combined with the local market price level and other factors.
All related party transactions between the company and the above-mentioned related parties are conducted in accordance with the principles of mutual benefit, fairness and fairness, and there is no case that either party uses the related party transactions to damage the interests of the other party.
5、 The purpose of transaction and the impact of transaction on Listed Companies
The related party transactions between the company and Yuzi affordable housing and its related parties are mainly the general contracting business and PPP business of municipal, housing construction, garden engineering design and construction provided by the company to the related parties. The engineering subcontracting and construction contracts of both parties are signed through bidding or fair negotiation, which mainly reflects the synergy between the company and the controlling shareholder and its related parties and is the normal business relationship between both parties, It will not adversely affect the production and operation of the company, and there is no situation damaging the interests of shareholders of the company,
