Securities code: Tibet Gaozheng Explosive Co.Ltd(002827) securities abbreviation: Tibet Gaozheng Explosive Co.Ltd(002827) Announcement No.: 2022028 Tibet Gaozheng Explosive Co.Ltd(002827)
Announcement on related party transactions between the company and subsidiaries of controlling shareholders
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、 Related party transactions
(I) overview of related party transactions
Tibet Gaozheng Explosive Co.Ltd(002827) (hereinafter referred to as “the company”) in order to thoroughly implement the decision-making and deployment of the Party committee of the Tibet Autonomous Region and fully highlight the responsibility of state-owned enterprises, in accordance with the overall arrangement and deployment of the land greening action of the Tibet Autonomous Region and the greening project construction of the North and South Mountains of Lhasa and the spirit of the notice on Issuing the task of contracting afforestation of the north and South Mountains of Lhasa by Tibet Construction Engineering Building Materials Group Co., Ltd. (hereinafter referred to as “Tibet Construction Group”), The Department of economy and information technology of the fourth Baobao group of North South Mountain greening in Lhasa assigned 2326.5 mu (Deyang north area 2-1) afforestation task to the company. In view of the company’s lack of afforestation related experience and technology, in order to complete the greening task with guaranteed quality and quantity on time and ensure the survival rate of seedling planting, the company finally selected Tibet Tibet Construction wusheng greening Co., Ltd. (hereinafter referred to as “Tibet Construction wusheng”), a subsidiary of the company’s controlling shareholder Tibet Construction Group, to undertake the project through invitation for bids. The price is based on the market pricing principle, and the total amount of related party transactions is expected to be no more than 25 million yuan.
(II) approval by the board of directors
The above related party transactions were deliberated and approved at the 7th Meeting of the third board of directors held on May 23, 2022. The related director duojiluobu was the chairman of Tibet Construction Group and Bai Yongsheng was the vice chairman and general manager of Tibet Construction Group, avoiding voting. Independent directors recognized and expressed independent opinions in advance. This connected transaction needs to be submitted to the first general meeting of shareholders in 2022 for deliberation, and the connected shareholders will avoid voting.
(III) this related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. Since the controlling shareholders of the company and Tibet construction materials are Tibet Construction Group, this transaction constitutes a related party transaction.
2、 Related person introduction and relationship
1. Tibet Tibet jianwusheng greening Co., Ltd
Legal representative: Mima
Nature of enterprise: other limited liability companies
Registered capital: 20 million yuan
Unified social credit Code: 91540195mabljb1f95
Controlling shareholder: Tibet Construction Engineering Building Materials Group Co., Ltd; Actual controller: state owned assets supervision and Administration Commission of the people’s Government of Tibet Autonomous Region
Domicile / main office location: No. 2, Guihua Road, Liuwu New District, Lhasa, Tibet Autonomous Region
Date of establishment: April 18, 2022
Financial status of Tibetan building materials in the latest year: Tibetan building materials was incorporated on April 18, 2022. Before its establishment, it did not carry out production and operation activities, and there was no relevant financial data.
Business scope: general items: tree planting and management; Artificial afforestation; Collection of forest products; Sales of forestry products; Planting of Chinese herbal medicine; Urban greening management; Purchase and sale of Chinese herbal medicine (excluding Chinese herbal pieces) in the real estate; Planting of horticultural products; Landscape engineering construction; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Forestry specialty and auxiliary activities; Grass planting; Edible fungus planting; Flower planting (carry out business activities not prohibited or restricted by laws and regulations except for projects subject to approval according to law)
Affiliated relationship with the company: Tibet jianwusheng is the holding subsidiary of Tibet Construction Group. The affiliated person meets the affiliated relationship specified in Item (II), paragraph 2, article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange. The transaction between the company and Tibet jianwusheng constitutes a connected transaction.
Performance capability analysis: the Tibetan construction enterprise does not belong to the dishonest executee. The Tibetan construction enterprise is in normal operation and has the ability to perform the contract.
3、 Basic information of related party transactions
(I) regional location
The north south mountain of Lhasa (area 2-1 of Deyang North) is located in Deyang village, Liuwu New District, Lhasa city. Its geographical location is between 91 ° 03 ′ 49.74 “E and 29 ° 33 ′ 43.42 ” n.
(II) construction content and scale
The scale of the project is 2326.5 mu (subject to the approved afforestation operation design document). The content of the project is to construct according to the afforestation operation design document and technical standards, complete afforestation and greening on schedule, and carry out management and protection, tending, pest control, forest fire air defense, etc. as agreed. The company pays fees to it.
4、 Pricing policy and basis of related party transactions
According to the provisions of the company’s internal control and decision-making system for related party transactions, the company follows the principles of open, fair and just market transactions, determines the property service price according to the Lhasa market price and through equal negotiation between the transaction parties, and plans to sign relevant related party transaction agreements.
5、 Main contents of related party transaction contract
1. Contract content
Construct according to the design documents and technical standards of afforestation operation, complete afforestation and greening on schedule, and carry out management and protection, tending, pest control, forest fire air defense and other work as agreed.
2. Contract term
(1) Afforestation construction period
The afforestation construction period is five years from the date of signing this agreement
(2) Nursing period
The term of care is five years from the date of signing this agreement.
3. Contract amount
The total contract price of the project is expected to be no more than 25 million yuan.
4. Payment method
(1) After the signing of this contract, the entrusting party shall pay 40% of the total contract price to the entrusted party.
(2) The final payment of the contract shall be paid in batches and proportions according to the actual progress of the project.
The related party transaction was reviewed and approved by the first extraordinary general meeting of shareholders in 2022, and relevant agreements were signed. 6、 This connected transaction does not involve other arrangements
7、 Purpose of related party transactions and its impact on Listed Companies
Related party transactions between the company and related parties shall follow the principles of openness, fairness and impartiality, and perform relevant examination and approval procedures in strict accordance with the articles of association and other provisions. The pricing between the company and related parties is determined according to the market principle and the bidding invitation method of the company, which fully reflects the commercial interests of all parties, fully conforms to the market-oriented pricing principle, the pricing is fair, there is no behavior that damages the company and other shareholders, and will not have a significant impact on the company’s sustainable production and operation ability. It is the embodiment of the company’s active performance of social responsibility
The above related party transactions are necessary, but will not affect the independence of the company. It is expected that such related party transactions will continue.
8、 Total amount of various related party transactions with Tibet Construction Group and its related parties from the beginning of the year to the disclosure date
The related party transactions between the company and Tibet Construction Group and its related parties from the beginning of 2022 to the disclosure date are as follows:
Unit: Yuan
Related party transaction category related party transaction content actual amount as of May 20, 2022
Accept construction services construction services of Tibet Construction Investment Engineering Construction Co., Ltd. 193778983
Rental service vehicle rental 0 of Tibet Rishen Leasing Co., Ltd
Lease office from related parties Tibet Gaozheng Investment Co., Ltd. lease office 40134395
room
Accept property management services property services of Tibet Gaozheng Property Management Co., Ltd. 51254429
28554 people from Changdu Blasting Construction Co., Ltd
Construction service company
Fund lending service Tibet Construction Engineering Building Materials Group Co., Ltd. fund lending 0
Accept outsourcing services Tibet Tibetan building material and greening Co., Ltd. outsourcing services 0
company
9、 Prior approval opinions and independent opinions of independent directors
(I) prior approval
The independent directors of the company believe that the price of the related party transaction between the company and the related party Tibet Tibetan building materials and greening Co., Ltd. follows the principles of openness, fairness, impartiality and market-oriented pricing, and does not infringe the interests of all shareholders of the company, especially small and medium-sized investors. This related party transaction is reasonable.
It is agreed to submit the proposal on related party transactions between the company and subsidiaries of controlling shareholders to the seventh meeting of the third board of directors for deliberation. At the same time, the affiliated directors shall avoid voting.
(II) independent opinions
The transaction price between the company and the related party Tibet Tibetan building materials and greening Co., Ltd. follows the principles of openness, fairness, impartiality and market-oriented pricing. When voting on the proposal, the related directors avoided voting and implemented the relevant avoidance voting system. The trading and decision-making procedures comply with the relevant provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, comply with the interests of the listed company and all shareholders, and do not damage the interests of the company and other shareholders, especially small and medium-sized shareholders and non associated shareholders. We agree to this proposal and agree to submit it to the first extraordinary general meeting of shareholders in 2022 for deliberation, and the related shareholders shall withdraw from voting.. 10、 Documents for future reference
1. Resolutions of the 7th Meeting of the 3rd board of directors;
2. Resolutions of the 7th Meeting of the 3rd board of supervisors;
3. Prior approval opinions of independent directors;
4. Independent opinions of independent directors.
It is hereby announced.
Tibet Gaozheng Explosive Co.Ltd(002827) board of directors may 24, 2022
