Stock Code: 600860 stock abbreviation: Beijing Jingcheng Machinery Electric Company Limited(600860) No.: lin2022-007 Beijing Jingcheng electromechanical Co., Ltd
Announcement of Beijing Jingcheng Machinery Electric Company Limited (a joint stock limited company incorporated in the people’s Republic of China) on signing relevant agreements and related transactions on house leasing, decoration and property services in Yichuang Park
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● brief content of related party transactions: the company intends to lease the property of the related party Beijing Beiren Printing Equipment Co., Ltd. (hereinafter referred to as “beiren equipment”) located in Beijing Yizhuang Yichuang Park as office space (hereinafter referred to as “the property”) to meet the company’s office needs. The building area of the property is 1102 square meters and the lease term is three years. In the first year, the rent per square meter of building area per day is RMB 2.55 yuan. From the second year, the annual rent increases by 2% on the basis of the previous year; Property services are also provided by beiren equipment, and the property fee is 264480 yuan per year; It is necessary to decorate the property before entering. The company signed an agreement with beiren equipment, and beiren equipment is responsible for the decoration, so as to ensure that the decoration quality and progress are completed on time. The decoration advance payment is 1668434.64 yuan, and the final cost is subject to the actual settlement price.
● historical related party transactions: in the past 12 months, the company has conducted one related party lease with different related parties, with a cumulative amount of 494437.5 yuan.
● this connected transaction is a normal business activity, with fair trading conditions and pricing, in line with the principle of fair trading, and the approval procedures are performed in accordance with relevant regulations. There is no damage to the interests of the company and shareholders, and will not affect the company’s sustainable operation ability and independence.
● this transaction has been deliberated and approved at the 14th extraordinary meeting of the 10th board of directors and the 19th meeting of the 10th board of supervisors, and does not need to be submitted to the general meeting of shareholders for deliberation.
1、 Overview of related party transactions
The company intends to lease the property of beiren equipment, a related party, located in Beijing Yizhuang Yichuang Park as office space
Meet the company’s office needs. The building area of the property is 1102 square meters, and the lease term is three years, starting from May 2022
From April 1 to April 30, 2025, the property service is also provided by beiren equipment, which needs to be checked before entering
Necessary decoration shall be carried out on the real estate to ensure the decoration quality and progress to be completed on time. The company shall sign a contract with beiren equipment
According to the agreement, beiren equipment is responsible for the decoration. The specific amount is as follows:
(unit: yuan)
Time: year 1, year 2, year 3
Project amount: 2022.05.01-2023.04.30 2023.05.01-2024.04.30 2024.05.01-2025.04.30
Rent 1025686.56 1045797.96 1065909.48
Property service fee 264480 264480 264480
Completion date: April 30, 2022
Decoration cost 1668434.64 (the amount is the advance payment, and the final cost is subject to the actual settlement price.)
Note: 1. After the house lease contract is signed, the company shall pay the equipment fee to beiren 7 working days before entering the residence
The house lease deposit (equivalent to January rent) is 85473.88 yuan, and the lease term expires or the contract is terminated
After the lease, beiren shares will be guaranteed within 30 working days in accordance with the “lease deposit” clause of the lease contract
All certificates shall be returned to the company (without interest).
2. The company shall pay the property fee deposit (equivalent to 1 month’s property fee) within 7 working days before entering the residence
RMB 22040.00, and the property fee deposit shall be paid in the company within 10 days after the termination of the property service management agreement
If the company has no breach of contract, beiren equipment will be returned to the company (without interest).
Beijing Jingcheng electromechanical Holding Co., Ltd. (hereinafter referred to as “Jingcheng electromechanical”) holds 50.67% of the company
Is the controlling shareholder of the company. Jingcheng electromechanical holds Beijing Yichuang technology and Culture Co., Ltd. (hereinafter referred to as
“Yichuang technology”) holds 100% equity, and Yichuang technology holds 100% equity of beiren equipment, so Beijing Electromechanical is beiren
Actual controller of the equipment. According to the Listing Rules of Shanghai Stock Exchange and the stock exchange of Hong Kong Limited
According to the relevant provisions of the company’s securities listing rules, this transaction constitutes a connected transaction.
According to relevant regulations, this connected transaction does not constitute the provisions of the measures for the administration of major asset restructuring of listed companies
Major asset restructuring.
In the past 12 months, the company has conducted related party leases with different related parties once in total, with a cumulative amount of
494437.5 yuan, which does not reach the provision that the amount of lease related party transactions with the same related person or different related persons is more than 30 million yuan, and does not account for more than 5% of the absolute value of the company’s latest audited net assets, so it is not necessary to submit it to the general meeting of shareholders for deliberation and approval. 2、 Basic information of related parties
(I) relationship
Beijing Jingcheng electromechanical Holding Co., Ltd. (hereinafter referred to as “Jingcheng electromechanical”) holds 50.67% of the equity of the company and is the controlling shareholder of the company. Jingcheng electromechanical holds 100% equity of Beijing Yichuang technology and Culture Co., Ltd. (hereinafter referred to as “Yichuang technology”), and Yichuang technology holds 100% equity of beiren equipment. Therefore, Jingcheng Electromechanical is the actual controller of beiren equipment. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange and the Securities Listing Rules of the stock exchange of Hong Kong Limited, this transaction constitutes a connected transaction.
(II) basic information of related parties
Company name: Beijing Beiren Printing Equipment Co., Ltd
Registered address: room 6605, building 1, No. 6, Rongchang East Street, Beijing Economic and Technological Development Zone, Beijing
Legal representative: Guo Xuan
Registered capital: 777.271 million yuan
Company type: state owned enterprise
Operating period: February 19, 2013 to February 18, 2043
Main business scope: production of printing machinery, forging equipment, packaging machinery and spare parts of the above machinery and equipment; Food and Beverages; Selling food; Sales of mechanical equipment, hardware and electrical equipment, paper products, chemical products (excluding class I precursor chemicals and dangerous chemicals), rubber products, daily necessities and arts and crafts; Technology development, technical consultation, technology transfer, technical services and technical training; Import and export of goods, agency import and export, technology import and export; Equipment installation and maintenance (excluding items subject to administrative license); Rental of industrial plants; Undertake exhibition activities; Conference services; estate management; Catering management; Booth design services; Computer graphic design and production; Graphic Artist Designer; Environmental art design; Designing, producing, acting and publishing advertisements; Leasing of performance equipment; Stage design; Celebration planning; Engage in the operation and management services of motor vehicle parking lots; Professional contracting; Office services. As of December 31, 2021, beiren’s total equipment assets are RMB 1618599700, and its net assets are RMB 895801100 (the above financial data are Unaudited).
3、 Basic information of related party transactions
(I) subject matter of transaction
The company leases its house in Beijing Yizhuang Yichuang park from beiren equipment as office space. The building area of the house is 1102 square meters and the lease term is three years. From May 1, 2022 to April 30, 2025, the property services are also provided by beiren equipment. The house needs to be renovated before entering, To ensure that the decoration quality and progress are completed on time, the company signed an agreement with beiren equipment, and beiren equipment is responsible for the decoration.
The property right of the real estate is clear, does not involve litigation, arbitration matters or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership. The house and ancillary facilities are in a safe, usable and leasable state, which will not affect the normal office of the company.
4、 General principles and methods for price determination of related party transactions
1. House leasing and property services
The price of house rental fee and property management fee in this transaction is based on the market price of the place where the real estate is located, and shall be determined by both parties through negotiation under the principles of equality, voluntariness, fairness and good faith.
2. Entrusted decoration
The price of the entrusted decoration fee of this transaction is determined by both parties through negotiation on the principle of equality, voluntariness, fairness and good faith on the basis of comprehensive consideration of labor cost, material price, construction technology and other factors and referring to the market price of house decoration in the similar situation of the place where the house is located.
To sum up, this related party transaction is a normal business behavior, with fair transaction conditions and pricing, in line with the principle of fair transaction, and the approval procedures are performed in accordance with relevant regulations. There is no damage to the interests of the company and shareholders, and will not affect the company’s sustainable operation ability and independence.
5、 Main contents and performance arrangements of related party transactions
(I) house lease contract
1. Contract subject:
Lessor: Beijing Beiren Printing Equipment Co., Ltd
Lessee: Beijing Jingcheng Machinery Electric Company Limited(600860)
2. Subject matter of lease: located on the 5th floor of Building 1, No. 6, Rongchang East Street, Beijing Economic and Technological Development Zone, with a total construction area (including public share): 1102 square meters.
3. Lease term
The lease term is three years: from May 1, 2022 to April 30, 2025.
4. Rent, rent payment and lease deposit
(1) Rent standard
① Both parties agree that the rent per square meter of building area per day in the first year of the house lease is RMB 2.55. From the second year, the annual rent will increase by 2% on the basis of the previous year, and the leased area is 1102 square meters. The rent in the first year is 1025686.56 yuan, the rent in the second year is 1045797.96 yuan, the rent in the third year is 1065909.48 yuan, and the total rent is 3137394.00 yuan.
② If it involves the calculation of rent payable for non full moon (such as occupancy, rent free period, rent withdrawal, rent expansion, etc.), the rent for non full moon shall be calculated by multiplying the current daily rent by the actual rental days.
(2) Rent payment
① Within 7 working days after signing the contract, the lessor shall pay the Lessor the first year rent of 1025686.56 yuan as the contract advance payment. From May 1, 2022, the advance payment shall be used to offset the rent for the first year.
② Rent payment date of each period: from May 1, 2023, the rent will be paid every 6 months, and the rent and property fee will be paid 15 days before each cycle. The lessor shall issue legal and valid bills of equal amount to the lessor at the same time of receiving the rent.
(3) Lease deposit
① After signing this contract, the lessor shall pay the house lease deposit (equivalent to January rent) totaling RMB 85473.88 to the lessor 7 working days before entering the house. The lease deposit is interest free.
② During the lease term, the lessee shall not offset the rent or other expenses payable to the lessor with the lease deposit.
③ After the expiration of the lease term or the termination of the contract, the lessor shall return all the lease deposit to the lessor within 30 working days on the premise that all the following conditions are met:
The lessee shall pay off the house rent and other expenses payable, and fully perform all its other obligations under this contract;
The lessee has returned the leased house to the lessor;
The lessor confirms that the lessor has no infringement on the lessor’s rights and interests.
(4) Other terms
① Agreement on decoration: the lessee shall reasonably use and take good care of the house and its ancillary facilities. In case of damage, it shall be liable for compensation. The lessee can decorate the house without affecting the main structure and fire safety of the house due to use needs, and the expenses shall be borne by the lessee with the consent of Party A.
② All expenses incurred during the lease period, including utilities, telephone charges, property management fees, Internet access fees, parking fees, etc., shall be borne by the lessee.
③ Upon the expiration of the lease, if the lease is renewed, an application shall be submitted to the lessor in writing at least 3 months before the expiration of the lease. If both parties reach a renewal agreement, the renewal contract shall be signed at least one month or earlier before the expiration of the lease term.
④ This contract shall come into force immediately after being signed and sealed by both parties, the lessor receives the first rent and lease deposit, and the lessor meets the applicable provisions of the listing rules.
(II) property service management agreement
1. Agreement subject
Party A: Beijing Beiren Printing Equipment Co., Ltd
Party B: Beijing Jingcheng Machinery Electric Company Limited(600860)
2. Property fees and others
(1) According to the provisions of this agreement, the charging standard of property fee is RMB 20 / construction square meter / month. (2) Party B shall pay six months’ property fee in RMB within 7 working days before entering the residence
