Securities code: Palm Eco-Town Development Co.Ltd(002431) securities abbreviation: Palm Eco-Town Development Co.Ltd(002431) Announcement No.: 2022040 Palm Eco-Town Development Co.Ltd(002431)
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、 Overview of foreign investment and related party transactions
(I) basic information of the transaction
Whereas Palm Eco-Town Development Co.Ltd(002431) (hereinafter referred to as "the company") and Henan yuzipuhe Industrial Development Co., Ltd. (hereinafter referred to as "yuzipuhe") have won the bid of "PPP project for comprehensive improvement of ecological environment in Panhe urban section of Sheqi county" in the form of consortium, and the estimated total investment of the project is 545178500 yuan.
In order to promote the implementation of the project, the company plans to invest 594598 million yuan with its own funds (including 14.25 million yuan as the subscribed capital of the registered capital of the project company and the rest as the capital reserve of the project company) And the government representative "Sheqi County Xincai development and Construction Co., Ltd." (hereinafter referred to as "Xincai construction") jointly invested in the establishment of "Sheqi County Zongpu ecological environment Co., Ltd." (tentative name, hereinafter referred to as "Sheqi Zongpu"), and Sheqi Zongpu company will promote the project as the specific implementation subject of the project.
Yuzi Puhe is an enterprise controlled by the company's related party Zhongyuan Yuzi Investment Holding Group Co., Ltd., and Mr. Wang gengchao, the chairman of the company, serves as the legal representative and chairman of the company, and Mr. Li Xu, the director of the company, serves as the director of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Yuzi Puhe is a related party of the company, and the company forms an associated relationship with Yuzi Puhe, The company's foreign investment is a joint foreign investment with related parties.
(II) deliberation of the board of directors
On April 25, 2022, the company held the 42nd meeting of the 5th board of directors, and deliberated and adopted the proposal on joint investment and establishment of project company and related party transactions with related parties with 7 affirmative votes, 0 negative votes and 0 abstention. The independent directors issued their prior approval and independent opinions Zhang Qiya is a director appointed to the company by the related party Zhongyuan Yuzi Investment Holding Group Co., Ltd., so the related directors Wang gengchao, Hou Jie, Li Xu and Zhang Qiya evaded the voting of the proposal.
In accordance with the Listing Rules of Shenzhen Stock Exchange and the measures for the administration of related party transactions of companies,
(III) this foreign investment does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
2、 Basic information of investment partners
(I) Yu Zi Pu he
1. Basic business information
Enterprise name: Henan yuzipuhe Industrial Development Co., Ltd
Unified social credit Code: 91410000ma3xc90027
Type: other limited liability companies
Legal representative: Wang gengchao
Registered capital: 500 million yuan
Date of establishment: July 29, 2016
Address: 4th floor, Zone C, Zhengzhou animation base, No. 292, Wenhua North Road, Huiji District, Zhengzhou City, Henan Province
Business scope: urban and rural infrastructure development; Construction and development of public service facilities; Agricultural development; Land consolidation; Enterprise management consulting; Economic and trade information consultation.
Ownership structure: Henan Yuzi Puchuang Equity Investment Fund Management Co., Ltd. holds 10%; Henan Yuzi urban rural integration construction and Development Co., Ltd. holds 90% of the shares.
Actual controller: Henan Provincial Department of Finance
2. History and development of main businesses in recent three years
Henan yuzipuhe Industrial Development Co., Ltd. was established in July 2016 with a registered capital of 5 billion yuan. As the core subsidiary of Zhongyuan Yuzi investment holding group, Henan Yuzi Puhe Industrial Development Co., Ltd. aims to guide the integration of various social market resources such as investment, construction and operation, participates in the whole process of "investment, finance, management, construction and operation" and highlights the business system of key links, and carries out investment business around PPP field, medical and health care, park development and other aspects, It is the main force of Zhongyuan Yuzi investment holding group to support the development of infrastructure industry and basic supporting industries in Henan Province.
3. Association relationship
Yuzi Puhe is an enterprise controlled by Zhongyuan Yuzi Investment Holding Group Co., Ltd., a related party of the company, and Mr. Wang gengchao, the chairman of the company, serves as the legal representative and chairman of the company; Mr. Li Xu, the director of the company, holds the position of director in the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, yuzipuhe is a related party of the company, and the company forms a related relationship with yuzipuhe.
4. Main financial data of related parties
As of December 31, 2021, the total assets of Yuzi Puhe were 73526536 million yuan, and the net assets were
2110499300 yuan; In 2021, the operating revenue was 2544191 million yuan and the net profit was 105934 million yuan (the above financial data were not audited).
5. Integrity status
Through online inquiry, Henan yuzipuhe Industrial Development Co., Ltd. is in good faith and is not a dishonest person to be executed.
(II) Xincai construction
Company name: Sheqi Xincai development and Construction Co., Ltd
Unified social credit Code: 91411327ma3x4e5633
Type: other limited liability companies
Legal representative: Zhao Zhifeng
Registered capital: RMB100000
Date of establishment: October 22, 2015
Registered address: Sheqi County Finance Bureau, Hongqi West Road, Sheqi County
Business scope: raising financing funds to support the development and investment of infrastructure, cultural industry, water conservancy construction, transportation construction and municipal construction projects undertaken by the county government, shanty town reconstruction, landscaping, concrete operation, tourism project development, comprehensive agricultural development, loan guarantee of various government projects Operate and manage the projects authorized by the county government (involving licensed projects, they can be operated only after obtaining the permission of relevant departments).
Ownership structure: Nanyang Industrial Investment Group Co., Ltd. holds 51%; Sheqi county finance bureau holds 49% of the shares. Actual controller: Nanyang Finance Bureau
Responsibilities of the investor: the people's Government of Sheqi County authorizes Sheqi Xincai development and Construction Co., Ltd. to act as the government investment representative of the project company for the "comprehensive improvement PPP project of ecological environment in Panhe urban section of Sheqi county", perform the obligation of investment, enjoy the rights of shareholders of the project company and undertake the obligations of shareholders.
Association relationship: the company has no association relationship with Sheqi Xincai development and Construction Co., Ltd.
Integrity status: through online inquiry, Sheqi Xincai development and Construction Co., Ltd. is in good faith and is not a dishonest person.
3、 Basic information of investment object
1. Industrial and commercial information of the proposed project company
Company name: Sheqi Zongpu ecological environment Co., Ltd
Enterprise type: limited liability company
Registered capital: RMB 30 million
Operating period: 16 years
Business scope: land remediation services, water pollution control, landscaping project construction, urban park management; Engineering management services; estate management; Information technology consulting services; Environmental protection consulting services; Safety consulting services; Urban greening management; Municipal facilities management; Information consulting services (excluding licensed information consulting services); Water conservancy related consulting services (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
(the above information shall be subject to the final approval of the administrative department for Industry and Commerce)
2. Mode of contribution: all parties contribute in currency
3. Ownership structure
Unit: 10000 yuan
Amount of registered capital subscribed by the investor proportion of registered capital subscribed
Sheqi Xincai development and Construction Co., Ltd. 150 5%
Palm Eco-Town Development Co.Ltd(002431) 1,425 47.5%
Henan yuzipuhe Industrial Development Co., Ltd. 142547.5%
Total 3 Tcl Technology Group Corporation(000100) %
The proposed Sheqi Zongpu company, the company, Yuzi Puhe and Xincai construction are not included in the consolidated statements.
As a PPP project investment platform company, yuzipuhe does not have engineering construction and other qualifications. Yuzipuhe is mainly responsible for PPP project undertaking, negotiation, research and judgment, and project financing coordination, and does not carry out engineering construction business of the project; The company is mainly responsible for the planning, design and engineering construction of the project. Therefore, Yuzi Puhe does not form horizontal competition with the company.
4、 Main contents of foreign investment contract
Up to now, the parties have not signed the capital contribution agreement, and the specific terms of the agreement shall be subject to the officially signed relevant agreements.
5、 The purpose, risk and impact of this foreign investment on the company
Since the company, as the leader of the consortium, has won the bid for the "PPP project for comprehensive improvement of ecological environment in Panhe urban section of Sheqi county", the proposed project company "Sheqi County Zongpu ecological environment Co., Ltd." is only the implementation subject of the project to promote follow-up works, project operation, management and other matters, and the project company shall not carry out and cooperate with the project
Business unrelated to "PPP project for comprehensive improvement of ecological environment in Panhe urban section of Sheqi county"..
The foreign investment and establishment of the project company is in line with the company's strategy and business needs. All parties contribute in currency. The project capital other than the registered capital is invested in place at the same time according to the construction progress and shareholding ratio according to the PPP project contract. It does not violate the principles of openness, fairness and justice. However, the operation process of the project company is still affected by many factors such as macro-economy, industry cycle, operation and management, The company will take appropriate management measures and strengthen risk control according to the internal management system.
The establishment of the project company by this foreign investment will not have a significant impact on the company's recent financial situation and operating results.
6、 Accumulated various connected transactions with the connected person
1. As of the disclosure date of this announcement, including this joint foreign investment, the joint foreign investment amount of the company and its related party Henan yuzipuhe Industrial Development Co., Ltd. in the last 12 months was 3150918175 yuan. Including the amount of this foreign investment, the amount of joint foreign investment with the related party that has completed the deliberation procedures of the board of directors but has not yet reached the deliberation standard of the general meeting of shareholders is 1134629775 million yuan. The details are as follows:
Time of the board of directors, amount of contribution for joint foreign investment (10000 yuan) session of the shareholders' meeting
The 5th board of directors jointly invested in the establishment of a project company to promote joint development
April 25, 2022 bid project "ecological environment of Panhe urban section of Sheqi county" 594598
42nd meeting progress of "PPP project for comprehensive improvement"
The 5th board of directors jointly invested in the establishment of a project company to promote joint development
Progress of bid project "540031775 PPP project for comprehensive upgrading of urban municipal facilities in Qibin District, Hebi City" on February 16, 2022
The fourth time in 2021
On July 13, 2021, the project company was jointly invested and established to promote the joint venture
interim general meeting of stockholders
Standard project "comprehensive renovation of four lakes leisure area in Ningling county" 1043033
Progress of the 5th board of directors and supporting service facilities PPP project
June 25, 2021
Twenty eighth meeting
Jointly invest in the establishment of project companies to promote joint development
Bid project "middle branch of Shenshui River and Qingshui River in Zhengyang County"
The 5th board of directors (formerly Weijiagou) downstream ecological environment governance PPP
May 14, 2021 project "Zhongyuan Road (West 9732554), Jili District, Luoyang City
27th meeting Xiayuan East Gate - Shengli road section) and Century Avenue (stream)
Xigou Chenguang road section) PPP project
Progress of "project".
Total 3150918175
2. As of the disclosure date of this announcement, the loan balance provided by Henan yuzipuhe Industrial Development Co., Ltd. to the company was RMB 200 million.
7、 Prior approval and independent opinions of independent directors
Independent directors of the company
