Securities code: 000089 securities abbreviation: Shenzhen Airport Co.Ltd(000089) Announcement No.: 2022-005 Shenzhen Airport Co.Ltd(000089)
Announcement on adjusting Shenzhen Airport Co.Ltd(000089) logistics service agreement and related party transactions
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
(I) related party transactions
In March 2019, in order to better promote the strategy of Shenzhen Airport Co.Ltd(000089) “developing both passenger and cargo”, integrate and develop the integrated modern logistics industry, accelerate the transformation and development of aviation logistics industry, and improve Shenzhen Airport Co.Ltd(000089) cargo support capacity and comprehensive competitiveness of aviation logistics, The company employs the controlling shareholder Shenzhen Airport (Group) Co., Ltd. (hereinafter referred to as “airport group”) to provide the company with consulting services such as logistics planning, development strategy, customer expansion, introduction of major projects, industrial transformation and upgrading and logistics business operation. Both parties have signed a five-year logistics service agreement (the agreement period is from March 2019 to February 2024). The company pays service fees to the airport group in accordance with the principle of cost recovery, and gives excess rewards according to the completion of business volume (see the company’s announcement on related party transactions on signing < Shenzhen Airport Co.Ltd(000089) logistics service agreement on 2019-017 for details).
In December 2021, airport group established Shenzhen Airport Co.Ltd(000089) Logistics Development Co., Ltd. (hereinafter referred to as “logistics development company”), and the subject providing logistics services in the existing logistics service agreement will be changed from airport group to logistics development company. In order to make full use of the professional management ability of the logistics development company and promote the rapid development of logistics business, the company plans to terminate the existing logistics service agreement with the airport group and sign a new logistics service agreement with the logistics development company. After the adjustment, the service content is basically consistent with the existing logistics service agreement, and the value creation oriented market-oriented operation incentive mechanism and risk sharing mechanism are introduced to adjust the service fee calculation and collection method.
(II) relationship
The parties to this transaction are the company and the logistics development company, a wholly-owned subsidiary of the company’s controlling shareholder airport group. In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association of the company, it constitutes a connected transaction.
(III) review procedure
The transaction was voted at the third extraordinary meeting of the eighth board of directors in accordance with the related party transaction review procedures; Affiliated directors Lin Xiaolong and Zhang Yan avoided voting; The non affiliated directors Chen Huaming, Liu Feng, Xu Yan and Zhang Shixin, and the independent directors he Yun, Shen Weitao and Zhao Bo voted on the related party transaction, which was unanimously adopted with 7 votes in favor, 0 against and 0 abstention.
According to the related party transaction supervision policies, the articles of association and the related party transaction decision-making system of the company, the related party transaction does not need to be submitted to the general meeting of shareholders for deliberation and approval.
He Yun, Shen Weitao and Zhao Bo, the independent directors, approved the related party transactions in advance and gave special opinions on the related party transactions.
(IV) this related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of related parties
(I) name of related party: Shenzhen Airport Logistics Development Co., Ltd
(II) nature of enterprise: solely state-owned
(III) registered address: No. 1011 Airport Road, Fuyong street, Bao’an District, Shenzhen
(IV) legal representative: Ying Xuemin
(V) date of establishment: December 30, 2021
(VI) registered capital: 100 million yuan
(VII) unified social credit Code: 91440300ma5h68da0q
(VIII) main business scope: enterprise headquarters management; Park management services; Information consulting services (excluding licensed information consulting services); Engaging in investment activities with its own funds; Enterprise management consulting; Carry out business activities with the authorization of the head office. (except for the projects subject to approval according to law, the company shall independently carry out business activities according to law with its business license).
(IX) equity structure: airport logistics company is a state-owned enterprise 100% controlled by Shenzhen Airport (Group) Co., Ltd.
(x) historical evolution: as a wholly-owned subsidiary of the group company, the logistics development company is the implementation subject of Shenzhen Airport Co.Ltd(000089) building a world-class cross-border express mail collection and distribution center and the group’s “cargo” strategy. It is a development platform for building an airport type national logistics hub and an international aviation logistics hub, mainly coordinating the development of the logistics industry and improving the value creation ability and market competitive advantage of the logistics sector, Serve urban logistics industry chain and supply chain and promote regional economic development. The company has obtained the business license of enterprise legal person with Registration No. 440300215739617 from Shenzhen Administration for Industry and commerce, with a registered capital of RMB 100 million and an operation period of 50 years from December 30, 2021 to December 31, 2071.
（11） Financial data: the logistics development company was established on December 30, 2021. As of December 30, 2021, the operating revenue was zero.
（12） The logistics development company does not belong to the dishonest executee.
3、 Basic information of related party transactions
The object of this related party transaction is that the logistics development company provides the company with consulting services such as aviation logistics planning, development strategy, customer expansion, introduction of major projects, industrial transformation and upgrading and logistics business operation.
4、 Pricing policy and basis of transaction
The service fee is priced based on the principle of cost recovery, comprehensively considering the labor cost, management cost, office space cost, business development cost and relevant taxes and fees incurred by the logistics development company for the project, and setting up an incentive mechanism. The pricing policy conforms to the principle of fairness and can reasonably maximize the value of logistics resources.
5、 Main contents of related party transaction agreement
In order to give full play to the professional management ability of the logistics development company and promote the rapid development of logistics business, the company will terminate the existing logistics service agreement with the airport group and sign a new logistics service agreement with the logistics development company. After the adjustment, the new agreement will introduce the market-oriented operation incentive mechanism and risk sharing mechanism guided by value creation, and adjust the original incentive for business volume to the incentive for profit indicators, which is more conducive to maximizing the value of logistics resources.
(I) both parties
Party A: the company; Party B: logistics development company.
(II) service period
The service period is three years, from January 1, 2022 to December 31, 2024.
(III) service content
The service content is basically consistent with the existing logistics service agreement, mainly including Shenzhen Airport China Cargo Terminal Co., Ltd. (hereinafter referred to as “China cargo terminal”), Shenzhen Airport Co.Ltd(000089) Modern Logistics Co., Ltd. (hereinafter referred to as “modern logistics company”), Shenzhen Airport Co.Ltd(000089) International Cargo Terminal Co., Ltd. (hereinafter referred to as “international cargo terminal”) Shenzhen Airport International Express customs supervision center Co., Ltd. (hereinafter referred to as “Express Center”) assists in the management of all enterprise management matters of the four logistics business units, entrusts to develop new business, and provides consulting services such as logistics planning, development strategy, customer expansion, introduction of major projects, industrial transformation and upgrading and logistics business operation.
(IV) service fee
The service fee includes basic service fee and excess service fee, and the sum of the two is capped at 21 million yuan; And set up a negative incentive mechanism.
1. Basic service fee
The benchmark value of basic service fee in 2022 is 13 million yuan. From 2023, the benchmark value of basic service fee will increase by 5% from the previous year.
2. Excess service charge
The minimum profit index m is set, which is determined according to the actual value of the profits of the four logistics business units in the previous year (referring to the net profits of China cargo terminal and modern logistics company and the investment income of the joint-stock company in Express Center and international cargo terminal) and the total franchise income (hereinafter referred to as “profit index”) floating by 5 million yuan. Among them, the completion value of annual profit index is set as s, and the excess service fee is set as a:
(1) When s ＜ m, a = 0;
(2) When m ≤ s ≤ m + 500, a = 50;
(3) When s > m + 500, a = 200 + (s-m-500) * 25%;
(4) The sum of basic service fee and excess service fee shall not exceed the set ceiling value.
3. Negative excitation
If the annual profit index completion value s is lower than that of the previous year, it shall be paid according to 95% of the benchmark value of the basic service fee of the current year.
6、 Transaction purpose and impact on Listed Companies
(I) necessity of transaction
The subject providing logistics services in the existing logistics service agreement will be changed from airport group to logistics development company. This change is mainly due to the internal business adjustment of the airport group. Except for the change of the contract signing subject, the main contents of the contract are basically consistent with those deliberated and approved at the ninth interim meeting of the seventh board of directors. The further optimization of the calculation and collection method of commission fee will help to encourage the logistics development company to give full play to its professional management ability, Promote the effective realization of the value of logistics resources.
(II) this transaction does not constitute a major asset restructuring, and the service expenses involved are the company’s daily operating costs. The company employs the logistics development company to provide the company with consulting services such as logistics planning, development strategy, customer expansion, introduction of major projects, industrial transformation and upgrading and logistics business operation, which will contribute to the effective realization of the value of logistics resources and will not have a significant impact on the company’s current and future financial status and operating results.
(III) the above related party transactions between the company and the logistics development company are interdependent to some extent, but they do not form a state controlled by them.
7、 Accumulated various related party transactions with the related party
Since the logistics development company was established on December 30, 2021, the total amount of related party transactions between the company and the logistics development company from January 1, 2022 to the disclosure date is RMB 10000.
8、 Prior approval and independent opinions of independent directors
He Yun, Shen Weitao and Zhao Bo, the independent directors of the company, have reviewed and approved the related party transactions in advance and issued independent opinions as follows:
(I) the deliberation procedures, the convening procedures of the board of directors and the voting procedures of this connected transaction comply with the legal procedures of relevant laws and regulations, the stock listing rules of Shenzhen Stock Exchange and the articles of association, and the connected directors avoided voting on this connected transaction.
(II) the company has fully demonstrated the related party transactions and provided reliable and sufficient decision-making basis for the board of directors.
(III) we have made a comprehensive and objective understanding of the related party transactions in advance. We believe that:
In the early stage, the company hired the airport group to provide consulting services such as logistics planning and development strategy. The company’s logistics business continues to be rich and its business scale continues to grow. Now, due to the internal business adjustment of the airport group, a logistics development company has been established, and the main body providing logistics services will be changed to a logistics development company. After the adjustment, the service content is basically consistent with the original logistics service agreement, and the value creation oriented market-oriented operation incentive mechanism and risk sharing mechanism are introduced to adjust the original incentive for business volume to the incentive for profit indicators, which is more conducive to maximizing the value of logistics resources.
The service fees paid by the company to the logistics development company are priced according to the cost recovery principle, comprehensively considering the labor costs, management costs, office space costs, business development costs and relevant taxes and fees incurred by the logistics development company for the project, and setting an incentive mechanism. The pricing policy is in line with the principle of fairness.
(IV) this connected transaction does not harm the interests of the company, shareholders, especially minority shareholders, and is in line with the overall interests of the company.
(V) the above related party transactions and the logistics development company are interdependent to some extent, but they do not form a state controlled by them, and there is no horizontal competition.
(VI) we agree that this related party transaction does not need to be submitted to the general meeting of shareholders for deliberation in accordance with the articles of association and the related party transaction decision-making system.
9、 Documents for future reference
(I) resolution of the third extraordinary meeting of the eighth board of directors of the company
(II) opinions of independent directors
(III) resolutions of the second extraordinary meeting of the eighth board of supervisors of the company
It is hereby announced.
Shenzhen Airport Co.Ltd(000089) board of directors January 19, 2002
