Securities code: 002561 securities abbreviation: Shanghai Xujiahui Commercial Co.Ltd(002561) Announcement No.: 2022-002 Shanghai Xujiahui Commercial Co.Ltd(002561)
Announcement on the signing of sales contracts between the company and related parties
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 related party transactions
1. Basic information of transaction
Due to the actual business needs, the wholly-owned subsidiary of the company, Shanghai Huijin 600 Supermarket Co., Ltd. (hereinafter referred to as “Huijin supermarket”) and Shanghai Shanghai Xujiahui Commercial Co.Ltd(002561) Mall (Group) Co., Ltd. (hereinafter referred to as “mall group”) signed the procurement contract for elderly condolences on January 14, 2022, The contract amount shall not exceed RMB 19.5 million (including tax).
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, since mall group is the controlling shareholder and actual controller of the company, this transaction constitutes a connected transaction.
2. Review procedure
According to the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association, the company held the 13th meeting of the 7th board of directors on January 14, 2022 to consider the proposal on signing sales contracts between the company and related parties. The related directors, Mr. Hua Xin and Ms. Xi Yan, avoided voting, and the remaining 7 non related directors agreed with 7 votes, 0 against It was adopted with 0 abstentions. All independent directors of the company recognized the related party transaction in advance and expressed independent opinions.
3. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, nor does it constitute a reorganization listing.
2、 Basic information of related parties
1. Company name: Shanghai Shanghai Xujiahui Commercial Co.Ltd(002561) Mall (Group) Co., Ltd
2. Nature of enterprise: limited liability company (solely state-owned)
3. Unified social credit Code: 9131000013223516×0
4. Legal representative: Hua Xin
5. Registered capital: RMB 174.32 million
6. Registered address: a-10f, No. 1000, Zhaojiabang Road, Xuhui District, Shanghai
7. Business scope: industrial investment, China’s trade, material supply and marketing, etc
8. Actual controller: Shanghai Xuhui District State owned Assets Management Committee
9. As of December 31, 2020, the total assets of the mall group were 5968.12 million yuan, the net assets were 4245.16 million yuan, the operating income in 2020 was 782.78 million yuan, and the net profit was 141.04 million yuan (the above data have been audited).
As of September 30, 2021, the total assets of the mall group were 5964.18 million yuan and the net assets were 439664 million yuan. From January to September 2021, the mall group realized an operating revenue of 652.34 million yuan and a net profit of 286.82 million yuan (the above data were not audited).
10. As mall group is the controlling shareholder and actual controller of the company, this transaction constitutes a related party transaction.
11. Upon inquiry, the mall group is not a dishonest executee.
3、 Pricing policy and basis of related party transactions
This connected transaction follows the principles of fairness, impartiality and openness, and the transaction price is determined according to the market price of similar products in the same period and general business practices, which is not substantially different from the pricing principle of non connected transactions; The business relationship is determined in the form of contract. The settlement method and payment arrangement are not different from other non related party transactions, and there is no damage to the interests of the company and shareholders.
4、 Main contents of related party transaction contract
In accordance with the civil code of the people’s Republic of China and other relevant laws and regulations, the following agreement is reached on the purchase of goods:
Party A: Shanghai Shanghai Xujiahui Commercial Co.Ltd(002561) Mall (Group) Co., Ltd
Party B: Shanghai Huijin 600 Supermarket Co., Ltd
1. Transaction amount: the contract amount shall not exceed RMB 19.5 million (including tax), and the final transaction amount shall be subject to the reconciliation and settlement amount as of January 31, 2023.
2. Payment method: bank to company transfer.
3. Payment: after signing the contract, Party A shall pay 50% of the contract amount to Party B, and then settle monthly according to the actual delivery, and complete the reconciliation and balance settlement before January 31, 2023.
4. Effective conditions: the contract shall come into force on the date when the legal representatives or authorized representatives of both parties sign and seal. 5、 Transaction purpose and impact on Listed Companies
This connected transaction is conducted according to the actual needs of the production and operation of both parties to the transaction. It is a normal business transaction. There is no situation that damages the interests of the company and minority shareholders, and will not have a significant impact on the company’s financial status and operating results, nor will it affect the company’s independence.
6、 Accumulated various related party transactions with the related party
From the beginning of 2022 to the disclosure date, the total amount of various related party transactions between the company and mall group is 0 yuan.
7、 Prior approval and independent opinions of independent directors
1. After prior review of the related party transaction, the independent directors of the company believe that the related party transaction meets the needs of the company’s operation and development, will not have an adverse impact on the company’s financial and operating conditions, will not damage the interests of the company and all shareholders, especially minority shareholders, and will not affect the independence of the company, It is agreed to submit this related party transaction to the 13th meeting of the 7th board of directors of the company for deliberation.
2. Independent opinions of the company’s independent directors on this connected transaction: This connected transaction of the company follows the principles of openness, fairness and rationality, the relevant decision-making procedures comply with the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, Agree to implement this related party transaction.
8、 Documents for future reference
1. Resolution of the 13th meeting of the 7th board of directors of the company;
2. The independent director of the company’s opinion on prior approval of the company’s signing of sales contracts with related parties and the independent director’s opinion on the signing of sales contracts between the company and related parties.
It is hereby announced.
Shanghai Xujiahui Commercial Co.Ltd(002561) board of directors January 15, 2002
