Securities code: 000089 securities abbreviation: Shenzhen Airport Co.Ltd(000089) Announcement No.: 2022-006 Shenzhen Airport Co.Ltd(000089)
Announcement on ratification of excess connected transactions in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records and misleading
Material statements or material omissions.
In 2021, the amount of daily connected transactions between the company and some connected persons exceeded the expected range at the beginning of 2021 and met the requirements disclosed in the stock listing rules of Shenzhen Stock Exchange. The company plans to ratify the excess part of daily connected transactions. On January 19, 2022, the company held the third interim meeting of the eighth board of directors and voted on the matter 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. The specific contents are announced as follows:
1、 Main contents of related party transactions
In 2021, the amount of related party transactions of the company exceeded the estimate at the beginning of 2021, as follows:
Unit: 10000 yuan
Related party related party transactions related party transactions actual amount exceeding category expected amount in 2021
Shenzhen Airport Co.Ltd(000089) yasevi media has provided labor services to related party advertising operation fee 37509 41102 3593 Co., Ltd
Shenzhen Airport International Express provides labor services to related party resource use fee 901 1498 597 Customs Supervision Center Co., Ltd. Shenzhen Airport (Group) has accepted the entrusted operation and management of related information resources
Fees 7566 7913 347 labor services provided by the Company Limited
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.
According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, the amount of daily connected transactions in 2021 exceeding the expected range does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Main reasons for the amount exceeding the expected amount
(I) in 2021, the company charged Shenzhen Airport Co.Ltd(000089) yasevi Media Co., Ltd. an advertising operating fee exceeding the estimated 35.93 million yuan at the beginning of the year, which was mainly due to the increase of Shenzhen Airport Co.Ltd(000089) yasevi Media Co., Ltd.'s painting rate, the adjustment of publication price and the increase of advertising operating fee charged by the company.
(II) in 2021, the company charged a resource use fee of 5.97 million yuan from Shenzhen Airport International Express customs supervision center Co., Ltd., which exceeded the estimate at the beginning of the year, mainly due to the increase in the volume of epidemic materials by air due to the epidemic situation, and the corresponding increase in the resource use fee charged by the company according to the proportion of cargo volume. (III) in 2021, the company paid the entrusted operation and management fee of information resources to Shenzhen Airport (Group) Co., Ltd., which exceeded the estimated 3.47 million yuan at the beginning of the year, mainly due to the increase in the entrusted maintenance projects of digitization and other information related to the epidemic and the increase in the entrusted operation and management fee of information resources paid by the company.
3、 Related person introduction and related relationship
(I) basic information of related parties
1. Shenzhen Airport Co.Ltd(000089) yashiwei Media Co., Ltd
Legal representative: Li Jie
Registered capital: 30 million yuan
Business scope: engaging in advertising publishing and acting as an agent for advertising business outside China (if advertising business approval is required by laws, regulations and the State Council, it can be operated only after obtaining a license).
Address: No. 308, building a, China freight Village (phase II), airport logistics park, terminal 4 road, Bao'an District, Shenzhen
Main financial data: as of December 31, 2021, the total assets of airport yasevi company were 205.22 million yuan and the net assets were 91.79 million yuan; In 2021, the operating revenue was 526.65 million yuan and the net profit was 35.56 million yuan (Unaudited).
2. Shenzhen Airport International Express customs supervision center Co., Ltd
Legal representative: Tao Jinrui
Registered capital: 60 million yuan
Business scope: providing equipment and services under customs supervision; Setting up industry (specific projects will be reported separately); Information services (excluding restricted items).
Address: room 304a, air cargo station, Huangtian International Airport, Bao'an District, Shenzhen
Main financial data: as of December 31, 2021, Shenzhen Airport International Express customs supervision center Co., Ltd. had total assets of 33.115 million yuan and net assets of 134.89 million yuan; In 2021, the operating revenue was 120.35 million yuan and the net profit was 28.08 million yuan (Unaudited).
3. Shenzhen Airport (Group) Co., Ltd
Legal representative: Chen Jinzu
Registered capital: RMB 120 million
Business scope: passenger and cargo air transportation, storage and transportation, aviation oil supply and oil supply facilities; Tourism (only guest rooms, no catering) (operated by branches); Motor vehicle parking service; Communication and communication navigation equipment; Comprehensive services and tourism business of ticketing building and airport hotels, restaurants and shopping malls (with separate licenses); Aviation maintenance base and aviation equipment; Operate the real estate business in the designated area (subject to the approval of the Construction Bureau); Airport construction materials and aviation equipment, bonded warehousing business; China's commercial and material supply and marketing industry (excluding franchised, specially controlled and franchised commodities); Education and training, small piece storage, typing and copying services; Import and export business; Engage in advertising business (if the laws and administrative regulations require the approval and registration of advertising business, it can be operated only after the approval and registration are handled separately); Non profit medical business; Investment in airports and related main businesses (specific projects will be reported separately); Water supply, power supply and cooling services (those requiring approval according to law can be operated only after obtaining relevant approval documents); Cooling operation and maintenance services; Airport hydropower operation and maintenance services; Professional contracting of mechanical and electrical equipment installation engineering (it can be operated only after obtaining the qualification certificate issued by the competent construction administrative department); Passenger station operation; Passenger terminal operation and intermodal transport services; Yacht berth leasing and sales, yacht membership card and VIP card sales; Yacht wharf design; Yacht design, technology development, leasing and sales; hotel management; Development and operation of industrial parks; Business incubator management services; Industrial and commercial project planning and relevant information consultation, design and relevant layout planning; Information technology consulting and technical services; Conference and exhibition services; Planning of cultural activities (excluding the operation of karaoke and song and dance halls); Aviation product maintenance and modification business.
(except for projects prohibited by laws, administrative regulations and decisions of the State Council, restricted projects can be operated only after obtaining permission).
Address: No. 1011, Airport Road, Fuyong street, Bao'an District, Shenzhen
Main financial data: as of December 31, 2021, the total assets of Shenzhen Airport (Group) Co., Ltd. were 60240.27 million yuan and the net assets were 40397.62 million yuan; In 2021, the operating revenue was 630.114 million yuan, with a net profit of
(II) relationship with the company
Shenzhen Airport Co.Ltd(000089) yasevi Media Co., Ltd. and Shenzhen Airport International Express customs supervision center Co., Ltd. are joint ventures and associates of the company. The details are as follows:
The name of the investee and the shareholding ratio (%) of the enterprise comply with the association relationship in the stock listing rules
Shenzhen Airport Co.Ltd(000089) yashiwei Media Co., Ltd. 51
Affiliated relationship Co., Ltd. specified in article 10.1.3 (V) of Shenzhen Airport International Express customs supervision center 50
Shenzhen Airport (Group) Co., Ltd. is the controlling shareholder of the company. The details are as follows:
The relationship between the name of the investee and the company conforms to the association relationship in the stock listing rules
The related relationship specified in article 10.1.3 (I) of the controlling shareholder of Shenzhen Airport (Group) Co., Ltd
4、 Price, pricing principle and basis of related party transactions
The price of labor services provided and received by the company to related parties is determined by both parties through negotiation on the basis of market price.
5、 Performance capability analysis
The above affiliates are legal entities that exist and continue to operate according to law, with good financial condition and good performance ability.
6、 Other arrangements involving connected transactions
There is no horizontal competition between the company and the above related parties due to the above transactions.
7、 Signing of related party transaction agreement
The daily related party transactions between the company and related parties are signed when they actually occur according to the needs of daily operation. The transaction price of the company's related party transactions is determined by both parties through negotiation on the basis of market price.
8、 Purpose of related party transactions and its impact on Listed Companies
The above-mentioned related party transactions between the company and related parties are the needs of the company's normal business activities. Entrusting Shenzhen Airport Co.Ltd(000089) yasevi Media Co., Ltd. to operate the terminal and GTC advertising media resources and charging advertising operation fees is conducive to giving full play to the respective advantages of the company and related parties, realizing win-win cooperation and increasing the company's business income; Collecting resource use fees from Shenzhen Airport International Express customs supervision center Co., Ltd. can generate certain income without damaging the interests of the company; Shenzhen Airport (Group) Co., Ltd. is entrusted to carry out the whole chain integrated management of informatization related businesses such as informatization project construction management, information system and equipment operation and maintenance management, information and communication resources operation and management, which is conducive to strengthening the overall coordination of informatization project construction and daily management.
The related party transactions of the company follow the principles of openness, fairness and impartiality of the market. The transaction price is based on the fair market price and does not harm the interests of the company and shareholders. The transaction price is fair and reasonable, which is conducive to the economies of scale of the assets of both parties and the development of the company's business.
9、 Total amount of various related party transactions with related parties from the beginning of the year to the disclosure date
As of the disclosure date, the company has accumulated various connected transactions with the above-mentioned connected persons in 2022, totaling 50.48 million yuan.
10、 Opinions of independent directors
After understanding and verifying the reasons why the actual amount of related party transactions exceeded the expected amount, the independent directors of the company issued the following independent opinions:
(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) we have made a comprehensive and objective understanding of the related party transactions in advance. We believe that:
The company informed us in advance of the excess related party transactions in 2021, provided relevant materials and fully communicated with us, obtained our approval, and agreed to submit the above proposal to the board of directors for deliberation.
During the actual operation of the company, due to the increase of business of Shenzhen Airport Co.Ltd(000089) yasevi Media Co., Ltd., the advertising operation fee charged by the company increased, resulting in the actual transaction amount exceeding the expected amount; Due to the increase in the cargo volume of epidemic materials transported by air by Shenzhen Airport International Express customs supervision center Co., Ltd., the resource use fee charged by the company according to the proportion of cargo volume increases accordingly, resulting in the actual transaction amount exceeding the expected amount; Due to the increase of digital and other information maintenance entrusted projects related to the epidemic situation of the company, the entrusted operation and management fee of information resources paid by the company to the airport group increased, resulting in the actual transaction amount exceeding the expected amount.
(III) the pricing of daily related party transactions in this year is reasonable, reflects the principles of fairness, impartiality and openness, meets the needs of the company's development planning and operation management, is conducive to the stable development of the company, does not damage the interests of other shareholders of the company, and is in the interests of all shareholders.
(IV) 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.
11、 Opinions of the board of supervisors
The board of supervisors believes that the actual amount of daily connected transactions in 2021 exceeds the expected amount, which is a necessary transaction in the process of production and operation of the company and meets the needs of business development of the company. The company's connected transactions are legal and compliant, and the price of connected transactions is fair and reasonable, in line with the fair pricing principle, and will not damage the interests of the company and minority shareholders. 12、 Documents for future reference
(I) resolution of the third extraordinary meeting of the eighth board of directors of the company
(II) special opinions of independent directors on related party transactions
(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
