Securities code: Shanghai Geoharbour Construction Group Co.Ltd(605598) securities abbreviation: Shanghai Geoharbour Construction Group Co.Ltd(605598) Announcement No.: 2022020 Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd
Announcement on the expected daily connected transaction limit in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The expected matters of this daily connected transaction do not need to be submitted to the general meeting of shareholders for deliberation.
The company’s daily connected transactions are expected to be a market-oriented choice to improve the company’s operating efficiency based on the company’s business development and office needs. The price of daily connected transactions is determined based on market price and other factors, and there is no behavior damaging the interests of the company and all shareholders. The above-mentioned connected transactions account for a relatively small proportion of the company’s similar businesses. The company’s main business, income and profit sources do not rely on the above-mentioned daily connected transactions, and the above-mentioned daily connected transactions have no adverse impact on the company’s independence.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
The company held the 10th meeting of the second board of directors on April 29, 2022, deliberated and passed the proposal on the estimated daily connected transaction quota in 2022, agreed to the estimation of the daily connected transaction quota in 2022 and the daily connected transaction matters in 2022, and the connected director Xu Shilong avoided voting. The expected matters of this daily connected transaction do not need to be submitted to the general meeting of shareholders for deliberation.
After reviewing the above proposal in advance, the independent directors agreed to submit the proposal to the board of directors for deliberation, and issued the following approval opinions in advance: the daily related party transactions with related parties expected by the company this time are normal business and business needs, and the prices of related party transactions are implemented in accordance with the fair pricing method, without damaging the interests of the company and all shareholders, and will not affect the independence of the company. Therefore, we agree to submit the related party transaction to the board of directors of the company for deliberation.
The independent directors reviewed the proposal and expressed independent opinions as follows: the daily connected transactions between the company and related parties are market-oriented choices made to improve the operating efficiency of the company based on the business development and office needs of the company. The price of daily connected transactions is determined based on market price and other factors, and there is no behavior damaging the interests of the company and all shareholders. The deliberation and voting procedures of this connected transaction comply with the relevant provisions of the company law, the securities law, the Listing Rules of Shanghai Stock Exchange and the articles of association, and the connected directors withdraw from the voting process according to law. Therefore, we agree to the proposal of the company to estimate the amount of daily connected transactions in 2022. (II) prediction and implementation of related party transactions in 2021
Unit: 10000 yuan
Actual estimated amount and actual amount of related parties in 2021
Reasons for large amount differences between the estimated amounts of easy to trade categories
To associate Xu Shilong and Zhao
Renter ruoqun, Xu 170.00 159.34/
Office site Wang, Xu ye and parking space
During the period of applying to the Affiliated Shanghai Longwan company for listing, the company purchased the office convenience of hotel management 80.00 69.21 for the intermediary provider, and arranged the hotel accommodation built by the company Tongjian hotel services Co., Ltd. for the intermediary after the listing of the company in 2021, the intermediary left the site and no longer used hotel services.
To Shanghai Longwan
The company will rent the office to Shanghai Longwan Hotel Office Management Co., Ltd. for office use
lease
(III) estimated amount and category of daily connected transactions in 2022
According to the daily business needs of the company, the main types of daily transactions with related parties in 2022 are expected to be renting office space and parking space from related parties, purchasing hotel services from related parties, and providing office leasing to related parties. The details are as follows:
Unit: 10000 yuan
In the first quarter of 2022, the reason for the large difference in the proportion of inter transaction amount (%) between the estimated amount of this related party payment and the accumulated amount of related persons in the same kind of business in the previous year and the amount of related persons in the previous year
To associate Xu Shilong
Renter Zhao ruoqun, 180.00 1.42 159.34 18.85%/
Office: Xu Wang, Xu Ji and parking lot Ye
To Shanghai Longwan
Purchasing hotel management 80.00 21.28 69.21 8.19%/
Shanghai Longwan Hotel Service Co., Ltd
Hotel management provided by 7.20 4.00 0.47%/
Office Leasing Co., Ltd
2、 Basic information of related parties
(I) basic information and relationship of related parties
1. Shanghai Longwan Hotel Management Co., Ltd
Legal representative: Huang Weikang
Registered capital: 200000 yuan
Shareholder: Shanghai Longwan Investment Holding Co., Ltd
Main business: hotel management, accommodation services, etc.
Related relationship: Shanghai Longwan Hotel Management Co., Ltd. is an enterprise directly controlled by the controlling shareholder Shanghai Longwan Investment Holding Co., Ltd.
Main financial data: as of December 31, 2021, the total assets of Shanghai Longwan Hotel Management Co., Ltd. were 126782 million yuan, the net assets were -578600 yuan, the main business income in 2021 was 7.418 million yuan and the net profit was -123700 yuan.
2. Xu Shilong, Zhao ruoqun, Xu Wang and Xu ye are all affiliated natural persons of the company. Xu Shilong is the director and actual controller of the company, Xu Wang is the general manager and actual controller of the company, and Zhao ruoqun and Xu ye are close family members of Xu Shilong and Xu Wang.
(II) performance capacity of related parties
The above-mentioned affiliated legal persons exist according to law and operate normally, have sufficient performance capacity and can strictly abide by the contract.
3、 Main contents and pricing policies of related party transactions
The company will continue to purchase hotel accommodation services from Shanghai Longwan Hotel Management Co., Ltd. in 2022. The quotation provided to the company is basically consistent with that provided to non affiliated third parties, and the price is fair.
In 2022, the company will continue to lease office space and attached parking spaces to Xu Shilong, Zhao ruoqun, Xu Wang and Xu Ye. The rent price is basically the same as that provided to non affiliated third parties, and the price is fair.
The company will continue to rent offices from Shanghai Longwan Hotel Management Co., Ltd. in 2022. The rent is basically consistent with the market quotation and the price is fair.
4、 Purpose of related party transactions and its impact on Listed Companies
The daily related party transactions between the company and related parties are market-oriented choices made to improve the company’s operating efficiency based on the company’s business development and office needs. The price of daily connected transactions is determined based on market price and other factors, and there is no behavior damaging the interests of the company and all shareholders. The above-mentioned connected transactions account for a relatively small proportion of the company’s similar businesses. The company’s main business, income and profit sources do not rely on the above-mentioned daily connected transactions, and the above-mentioned daily connected transactions have no adverse impact on the company’s independence.
It is hereby announced.
Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. board of directors April 30, 2022
