Securities code: 000721 securities abbreviation: Xi'An Catering Co.Ltd(000721) Announcement No.: 2022-003 Xi'An Catering Co.Ltd(000721)
On the signing of house and equipment lease contracts by Xi'an Restaurant
Announcement of related party transactions
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. The company's branch Xi'an restaurant (hereinafter referred to as Xi'an restaurant and Party B) signed a house and equipment lease contract with Xi'an Bell Tower Hotel Co., Ltd. (hereinafter referred to as Bell Tower Hotel and Party A). Xi'an restaurant renewed the business site, facilities and equipment of Bell Tower Hotel in the catering area of Bell Tower Hotel on South Street of Xi'an for catering services.
2. The counterparty of this transaction is Bell Tower Hotel, which is a subsidiary of Xi'an Xilu Huiqun Trading Co., Ltd. (hereinafter referred to as Huiqun trading). Huiqun trading is a wholly-owned subsidiary of Xi'An Tourism Co.Ltd(000610) Group Co., Ltd. (hereinafter referred to as west travel group), which holds 49% equity of Bell Tower Hotel. Huiqun commerce and trade belong to the same east west travel group as the company. This transaction constitutes a related party transaction of the company.
3. The object of this transaction is the business site (5390 m2 in total) and facilities and equipment of the catering area in the courtyard of Bell Tower Hotel.
4. This connected transaction was deliberated and approved at the fifth extraordinary meeting of the ninth board of directors on January 19, 2022. In this vote, Mr. Zhang Bo and Mr. Wang Bin, the company's connected directors, abstained from voting, and the other 7 Directors voted. Independent directors Mr. Li Bingxiang, Mr. Wang Zhouhu and Mr. Li Cheng expressed independent opinions on this connected transaction.
5. The transaction need not be submitted to the general meeting of shareholders for deliberation.
6. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Introduction to related parties
1. Basic information of related parties
(1) Company name: Xi'an Bell Tower Hotel Co., Ltd
Address: No. 110, South Street, Beilin District, Xi'an
Legal representative: Zhang Rongsen
Registered capital: 105 million yuan
Type: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China)
Unified social credit Code: 91610103623900152k
Business scope: guest room, bar, laundry, gym; Large restaurants (production and sale of Chinese food; production and sale of Western food; including cold dishes, framed cakes and raw seafood); Conference services; Small shopping malls (excluding commodities requiring special approval); Retail of prepackaged food; Parking lot and related supporting services (not allowed to engage in projects restricted and prohibited by the catalogue for the guidance of foreign-invested industries); Self owned house leasing, self owned equipment leasing, property management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Major shareholder: Hong Kong Dongxiang Co., Ltd. invested 53.55 million yuan and held 51% equity of Bell Tower Hotel; Huiqun commerce and trade invested 51.45 million yuan and held 49% equity of Bell Tower Hotel.
The bell tower hotel is not a dishonest person.
(2) Company name: Xi'an Xilu Huiqun Trading Co., Ltd
Address: 16th floor, Dongsheng building, 188 Wenyi North Road, Beilin District, Xi'an
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Ma correction
Registered capital: 150 million yuan
Unified social credit Code: 91610103220607445p
Business scope: general items: China trade agency; Information system integration service; Information technology consulting services; estate management; Sales of agricultural and sideline products; Sales of agricultural machinery; Sales of mechanical equipment; Sales of special equipment for oil drilling and production; Supply chain management services; Sales of labor protection articles; Sales of sanitary supplies and disposable medical supplies; General cargo warehousing services (excluding hazardous chemicals and other items requiring license and approval); Sales of chemical products (excluding licensed chemical products); Engaging in investment activities with its own funds; Health consulting services (excluding diagnosis and treatment services); Sales of daily necessities; Cosmetics retail; Retail of computer software, hardware and auxiliary equipment; Software development; Food business (only pre packaged food is sold); Internet of things technical services; Internet of things application services. (except for the items subject to approval according to law, carry out business activities independently according to law with the business license) licensed items: import and export agency. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business projects shall be subject to the approval results)
Major shareholder: west travel group holds 100% equity of Huiqun commerce and trade.
Huiqun commerce and trade is not a dishonest executee.
2. Relevant financial data
(1) The audited total assets of the bell tower hotel on December 31, 2020 were 192.9611 million yuan and the net assets were 146.2832 million yuan; In 2020, the audited operating income was 35.7393 million yuan and the net profit was -1.8754 million yuan. As of September 30, 2021, the total assets were 183.3474 million yuan and the net assets were 142.1803 million yuan; From January to September 2021, the operating revenue was 28.8267 million yuan and the net profit was -4.1029 million yuan.
(2) The audited total assets of Huiqun commerce and trade on December 31, 2020 were 364.732 million yuan and the net assets were 160.5483 million yuan; In 2020, the audited operating income was 107.2677 million yuan and the net profit was -9.0346 million yuan. As of September 30, 2021, the total assets were 394133800 yuan and the net assets were 152768200 yuan; From January to September 2021, the operating revenue was 357.795 million yuan and the net profit was -7.7801 million yuan.
3. Description of related relationship: Bell Tower Hotel is a subsidiary of Huiqun commerce and trade, which holds 49% equity of Bell Tower Hotel. Huiqun commerce and trade belong to the same east west travel group as the company. This transaction constitutes a related party transaction of the company.
3、 Basic information of related party transactions
The object of this transaction is the business site (5390 m2 in total) of the catering area in the courtyard of the Bell Tower Hotel (1285 M2 bell tower impression, 910 M2 fenghexuan, 374 M2 western restaurant, 903 M2 banquet hall, 171 M2 west of the conference room, 95 M2 east of the conference room, 456 M2 Chinese kitchen, 256 M2 fenghexuan kitchen, 240 M2 western kitchen and 700 M2 West Wing of the seventh floor of the hotel), as well as fixed assets Furniture, environmental decoration, decoration and two special elevators and other facilities and equipment.
4、 Pricing policy and basis of related party transactions
The price of this transaction is based on the market price of similar transactions and the principle of fairness and impartiality. The annual site rental fee is RMB 2.15 million and the annual equipment rental fee is RMB 1.65 million.
5、 Main contents of this connected transaction
1. Party A voluntarily owns the business site of the catering area (1285 ㎡ bell tower impression, 910 ㎡ fenghexuan, 374 ㎡ western restaurant, 903 ㎡ banquet hall, 171 ㎡ west of the conference room, 95 ㎡ east of the conference room, 456 ㎡ Chinese kitchen, 256 ㎡ fenghexuan kitchen, 240 ㎡ western kitchen and 700 ㎡ West Wing of the seventh floor of the hotel), as well as fixed assets, furniture, environmental decoration Decoration and two special elevators and other facilities and equipment are leased to Xi'an restaurant for catering services.
The total area of the above leased business site is 5390 m2.
Lease purpose: Party B can independently operate catering as required. Without the written consent of Party A, Party B shall not change the purpose of the leased house, sublease, transfer, lend, exchange and use the leased house with others, allow others to use the leased house under this contract in the name of Party B, or contract, subcontract, associate, acquire shares, mortgage, lease the leased house and the business projects based on the leased house to a third party Or transfer it to a third party in any other way.
2. The lease term is three years, from April 1, 2021 to March 31, 2024. Upon the expiration of the lease, the lease contract shall be automatically terminated. At that time, Party A has the right to take back the house, and Party B has the obligation to return the leased house intact, not to dismantle the existing decoration (except movable equipment and brand logo), and return all the leased equipment originally delivered by Party A. During the lease term, if the equipment and articles are damaged, Party B shall be responsible for replacement. If the equipment is scrapped, Party B shall notify Party A in advance for consent, handle relevant return procedures and return it to Party A.
Upon the expiration of this contract, if both parties need to renew the contract, they shall notify the other party three months in advance for further discussion. Under the same conditions, Party B has the priority to renew the lease.
3. Rent and its payment agreement
(1) House rent: during the lease term, the annual site lease fee is RMB 2.15 million. (2) Equipment rental and use fee: the annual use fee is RMB 1.65 million.
(3) Before payment, Party A shall issue formal value-added tax invoices to Party B respectively. The value-added tax rate of house lease is 5% and the value-added tax rate of equipment use fee is 13%.
(4) On the date of signing this contract, Party B shall deliver a performance bond of RMB 500000 to Party A as the guarantee for Party B's performance of this contract (the deposit of the original lease contract shall be automatically converted into the performance bond of this contract). If Party B terminates this contract for no reason or Party A terminates this contract due to Party B's breach of contract, the performance security shall be owned by Party A; In addition, when the contract is terminated or terminated in advance, Party A shall deduct the rent, equipment use fee and other additional expenses borne by Party B, as well as the liquidated damages and compensation borne by Party B. after both parties sign the confirmation document for the return and handover of the leased house, Party A shall return the balance of the performance bond to Party B without interest.
During the lease term, if Party B violates or fails to perform this contract, Party A has the right to directly deduct the performance security paid by Party B to it according to the contract. Party A shall notify Party B in writing within 3 working days after the deduction. Party B shall make up the performance bond deducted by Party A within 3 working days after the written deduction notice is delivered. If Party A's loss exceeds the remaining performance bond, party a still has the right to recourse.
4. Settlement method
The payment method of house rent and equipment use fee is one-time payment in the first year of the contract period, prepayment in the second and third years of the contract period, and Party B shall prepay the expenses for the next quarter to Party A before 25 days at the end of each quarter. Namely:
Before February 25, 2022, Party B shall pay Party A the house rent of RMB 2.15 million from April 1, 2021 to March 31, 2022 and the equipment use fee of RMB 1.65 million from April 1, 2021 to March 31, 2022.
Before March 25, 2022, June 25, 2022, September 25, 2022 and December 25, 2022, Party B shall prepay party a quarterly house rent of RMB 537500 and prepaid equipment use fee of RMB 412500.
Before March 25, 2023, June 25, 2023, September 25, 2023 and December 25, 2023, Party B shall prepay party a quarterly house rent of RMB 537500 and prepaid equipment use fee of RMB 412500.
Before payment, Party A shall issue a special VAT invoice for house lease and equipment use fee to Party B (in case of public holidays and holidays, it shall be paid in advance).
5. In addition to the house rent and equipment use fee agreed by both parties, Party B shall also pay the following additional fees to Party A: water fee, electricity fee, air conditioning fee, telephone fee, parking fee, elevator fee (annual inspection, maintenance and repair), natural gas use fee, waste disposal fee, insurance fee, etc.
6. Effective conditions of this contract
After the company performs the approval procedures specified in the articles of association, it shall come into force with the signatures and seals of Party A and Party B.
6、 Purpose of this connected transaction and its impact on the company
Xi'an restaurant renews the business site of the bell tower hotel and opens business outlets, which can consolidate its market share, thus enhancing the brand value of the company's time-honored Chinese brands and enhancing the economic benefits of the company.
7、 Accumulated various related party transactions with the related party
From January 1, 2022 to the disclosure date, the amount of related party transactions between the company and the bell tower hotel was 0 yuan.
8、 Prior approval and independent opinions of independent directors
The price of this related party transaction is determined by referring to the prices of similar surrounding transactions and based on the principles of fairness and impartiality. The transaction price is fair. This transaction is conducted in accordance with the commercial principle of fair trading, and there is no insider trading and damage to the interests of the company and shareholders. 9、 Documents for future reference
1. Resolution of the board of directors
2. Independent opinions issued by independent directors
3. Relevant materials and documents of the counterparty
4. Lease contract
It is hereby announced
Xi'An Catering Co.Ltd(000721) board of directors
January 19, 2022
