Securities code: Palm Eco-Town Development Co.Ltd(002431) securities abbreviation: Palm Eco-Town Development Co.Ltd(002431) Announcement No.: 2022039
Palm Eco-Town Development Co.Ltd(002431)
Announcement on 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 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 its shareholders, according to the regulations, the company has estimated the daily related 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, which was agreed by 7 votes and 0 votes
No, with 0 abstention, the proposal on the prediction of daily connected transactions in 2022 was unanimously considered and adopted. 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 amount of related party transactions of related parties or amount calculated according to the pricing principle of financial transactions that have occurred in the previous year on the pre disclosure date
forehead
City based industry 029792996
Government and housing standards and items 10000 yuan
Location of the project
The development of Forestry Engineering in Henan Province
Design, leveling and industry setting for the related person Henan Yuzi Insurance Co., Ltd
The equivalent charge standard for the construction of housing management of housing barrier under the provincial capital guarantee of Henan Province shall not exceed
Management and operation is subject to the general contracting of operation, combined with 300000
The business of the company and its affiliates; Land market 10000 yuan
Price level of engineering, company and PPP industry provided by Party A
Design services, related party affairs and other factors
Bidding
Or both parties
Negotiated with
Yes.
Note: 1. This proposal is to estimate the total amount of relevant contracts to be signed with related parties in 2022.
2. The actual amount in 2021 refers to the actual contract amount signed with related parties in 2021.
(V) actual occurrence of daily connected transactions in the previous year
Actual occurrence
The proportion of the actual expected amount of related party transactions and related party transactions to the expected disclosure date and the amount of other people’s easy content (the difference between the amount of 10000 similar industries)
(10000 yuan) service proportion (%)
（%）
Henan Province
It is the related party of Henan provincial government and real estate. For details, please refer to the company’s design on the management, operation and management of CNKI information on February 1, 2021297929.com disclosed the “operation and construction of Customs Co., Ltd. 966 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 5.56% – 50.35% in 2021 and its affiliated Limited general contracting daily affiliated transaction parties to provide engineering company business; expected announcement” Design and PPP industry (Announcement No.: service related services 2021010)
square
Since 2020, the company has fully relied on the resources of controlling shareholders, played an efficient role in coordination, and successively undertaken more business orders in Henan region; However, in 2021, the board of directors of the company’s daily related party transactions were affected by the overall economic environment, the sudden covid-19 epidemic in Henan Province in the third and fourth quarters and the control of epidemic prevention and control between the actual situation and the expected situation. The business development of the company in Henan was affected by the explanation of certain significant differences (if applicable), including the slowdown of procedures such as the signing of follow-up contracts of originally won projects The expansion progress of new projects slowed down, which led to a decrease in the amount of new contracts and orders signed by the company in 2021.
The company’s independent directors’ prediction of the amount of daily connected transactions of the company in the next year is mainly based on the actual situation of the company and the prediction that the company may make in the future business development, and the predicted amount is generally listed in the upper limit amount of possible business (if applicable) with great differences between the two parties, which is uncertain. In the process of the company’s business development, due to the macro industry economic environment and new
The continuous epidemic situation of coronavirus pneumonia (or epidemic prevention control) and the actual promotion of the project involve various procedures, procedures and other factors. Therefore, there may be some differences between the actual situation and the expected amount. After verification, the total occurrence of the company’s daily related party transactions in 2021 is different from that expected, which is mainly 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, 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.
2、 Introduction and relationship of related parties
(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, infrastructure development and construction.
(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. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the controlling shareholder is the related party of the company.
(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 53045353987745668891957354
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 company’s business dealings with 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 through bidding or fair negotiation between the two parties. The company provides the related parties with general contracting services and PPP business including municipal, housing construction, landscape engineering design and construction, 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 related parties are conducted in accordance with the principles of mutual benefit, fairness and fairness
