Stock Code: 000828 stock abbreviation: Dongguan Development (Holdings) Co.Ltd(000828) Announcement No.: 2022-007 Dongguan Development (Holdings) Co.Ltd(000828)
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete
There are no false records, misleading statements or major omissions.
1、 Overview of related party transactions
(I) basic contents of related party transactions
In order to improve the daily maintenance and repair quality of Dongguan Development (Holdings) Co.Ltd(000828) (hereinafter referred to as the company and the company), and ensure the normal traffic and stable operation of the expressway, the company has outsourced its expressway maintenance and small and medium-sized maintenance projects to professional maintenance companies since 2006, which has effectively improved the maintenance efficiency of the expressway and achieved good economic benefits.
In view of the expiration of the previous phase of daily maintenance contract, the company continues to follow the idea of Expressway daily maintenance project outsourcing, and through the implementation of public bidding procedures, determines that the bid winner of the new phase of Expressway daily maintenance project outsourcing is Dongguan Jingwei Highway Engineering Co., Ltd. (hereinafter referred to as Jingwei Company), On January 17, 2022, it signed the contract agreement for daily maintenance project of Dongguan Shenzhen Expressway Company Limited(600548) highway phase I and II, Dongcheng section and Longlin expressway.
(II) description of relationship
Dongguan Communications Investment Group Co., Ltd. (hereinafter referred to as Dongguan communications investment) is the controlling shareholder of the company; Dongguan Jiaotou holds 100% equity of Jingwei Company through its wholly-owned subsidiary, Dongguan Road and Bridge Investment and Construction Co., Ltd. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, Jingwei Company is a related party of the company, and this transaction constitutes a related party transaction.
(III) approval of related party transactions
The estimated transaction amount of this related party transaction is 164835125 yuan, accounting for 2.12% of the audited net assets of the company at the end of the latest period; The counterparty is determined through public bidding, with legal and compliant procedures and fair and reasonable price. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Counterparty introduction
(I) basic information
Company name: Dongguan Jingwei Highway Engineering Co., Ltd
Registered address: No. 3, Taisheng West Road, Dongcheng Street, Dongguan City, Guangdong Province
Date of establishment: December 20, 1994
Legal representative: Xiao Jihui
Registered capital: 40 million yuan
Company type: limited liability company
Social Credit Code: 91441900281880461r
Dishonest executee: no
(II) shareholders
Dongguan Luqiao investment and Construction Co., Ltd., a wholly-owned subsidiary of Dongguan communications investment, holds 100% equity of Jingwei Company, and the actual controller is Dongguan SASAC.
(III) main business and operation
Jingwei Company is mainly engaged in pavement and Bridge contracting construction, highway maintenance and repair of large-scale highway and municipal engineering, and has the qualification of grade II general contracting of highway engineering construction and grade III General Contracting of municipal public engineering construction.
By the end of 2020, Jingwei Company had total assets of 186 million yuan and net assets of 160 million yuan. In 2020, it achieved operating revenue of 172.62 million yuan and net profit of 16.3728 million yuan. two thousand and twenty-one
At the end of September, Jingwei Company had total assets of 188 million yuan and net assets of 167 million yuan; From January to September 2021, Jingwei Company realized an operating revenue of 100.1631 million yuan and a net profit of 6.3496 million yuan. 3、 Main contents of related party transaction contract
(I) contract subject
Party A (employer): the company
Party B (Contractor): Jingwei Company
(II) main contents of the contract
1. Daily maintenance contents
Main lines, ramps (including service area entrance and exit ramps), subgrade, pavement, bridges, tunnels, culverts, traffic works of toll stations within the chainage range of Dongguan Shenzhen Expressway Company Limited(600548) highway phase I and phase II and Dongcheng section, Longlin expressway Greening and daily maintenance of facilities along the line (including environmental protection facilities, toll Island, toll booth and toll canopy of each toll station and toll plaza) (including daily cleaning, maintenance, medium repair and the following sporadic special projects).
2. Contract term
The maintenance period of the contract is 5 years, from October 21, 2021 to October 20, 2026.
3. Project cost classification, measurement and payment
The contract cost consists of three types of costs, namely daily cleaning works (Class A), maintenance works (class B) and sporadic special works (Class C). According to the maintenance in the past five years, the total price in the next five years is expected to be 164835125 yuan.
(1) Daily cleaning works (Class A) refer to routine maintenance works such as regular patrol, cleaning, cleaning, cleaning, dredging, greening management and protection, clearing obstacles and disposal of Expressway and its ancillary facilities. Class a project cost: 62975425 yuan in total for five years, 12595085 yuan per year. Settlement of class a project: 85% of the total expenses shall be paid in the form of monthly lump sum fixed expenses, and the remaining 15% shall be paid in the form of “performance price” linked to the monthly evaluation results.
(2) Maintenance Engineering (class B) refers to the disposal engineering of various small-scale diseases of Expressway and its ancillary facilities, mainly including minor repair and maintenance of minor diseases, as well as restorative, replacement or preventive maintenance and disposal engineering of general diseases, defects, obstacles and other phenomena. Class B works shall be paid according to the bid winning unit price and the actual amount (the bid winning unit price is the maximum price, and each unit price shall be obtained after floating down by 3% of the bid winning rate). The 5-year estimated amount of class B project is 30467700 yuan, which shall be subject to the actual occurrence.
(3) Sporadic special projects (category C) refer to projects with large scale, short construction period, relatively independent and strong professional and technical requirements, including medium maintenance projects, local reconstruction projects, construction of auxiliary areas, purchase of equipment (equipment) and other projects other than category ab. Class C projects shall be measured and paid according to the budget approved by the owner for each independent project, half of the average downward floating rate of similar projects in the previous year published by Dongguan Public Resources Trading Center, and then 3% downward floating rate of bid winning and the actual completion of the contractor. The 5-year estimated amount of class C project is 71392000 yuan, which shall be subject to the actual occurrence.
(III) pricing basis
The basis for determining the transaction price is the winning bid price determined by public bidding.
4、 Purpose and impact of related party transactions
In recent years, the company has been outsourcing the daily maintenance of the expressway to professional maintenance companies, which has effectively improved the maintenance efficiency of the expressway and achieved good economic benefits. This time, the company continues to outsource the daily maintenance of the company’s Expressway to a professional maintenance company, which can make full use of the resources and advantages of the professional maintenance company to realize the separation of management and maintenance of the expressway, which is conducive to the company’s reasonable control and reduction of maintenance costs, and focus on highway management and control and the development of other businesses.
5、 The total amount of all kinds of related party transactions that have occurred with the related person in recent 12 months. In 2021, the total amount of all kinds of related party transactions that have occurred between the company and Dongguan stock exchange and its subordinate units was 155 million yuan (Unaudited).
6、 Documents for future reference
1. Notification of award;
2. Contract agreement for daily maintenance project of Dongguan Shenzhen Expressway Company Limited(600548) highway phase I and II, Dongcheng section and Longlin expressway.
It is hereby announced
Dongguan Development (Holdings) Co.Ltd(000828) board of directors
January 20, 2022
