NORTHEAST ELECTRIC DEVELOPMENT COMPANY LIMITED The Hong Kong Exchanges and Clearing Limited and the Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
（A joint stock limited company incorporated in the People's Republic of China with limited liability）
（Stock Code:0042）
Estimation of Continuing Connected Transactions in 2021
Continuing Connected Transactions
According to the customer service cooperation agreements signed by Hainan Garden Lane Flight Hotel, a subsidiary of the Company, and its several Partners On 24 January 2019 (duration of the agreements was from 1 February 2019 to 31 January 2022), the maximum amount of capital occupying due to receivables from the partners generated by consignment settlement prior to settlement day shall not exceed RMB 4,000,000.
The Board of Directors of the Company (the "Board") hereinafter estimates that the total amount of the above continuing connected transactions would reach RMB 5,858,900 in 2021.
Implications under Listing Rules
As the Partners are controlled by the common de facto controller of the Company, namely Hainan Province Cihang Foundation, they are the connected persons of the Company. Transactions conducted between the Company and the Partners due to day-to-day operation constitute Continuing Connected Transactions of the Company, which shall be guided by Listing Rules of the Hong Kong Stock Exchange and Listing Rules of Shenzhen Stock Exchange.
With regard to the Continuing Connected Transactions, according to Rule 14A.76(2) of the Listing Rules，such Continuing Connected Transactions are exempted from complying with the provisions on circular (including independent financial opinion) and shareholder approval when its percentage rate under the transaction size test is lower than 5%, but shall comply with the provisions on announcement and annual report.
The 20th meeting of the 9th session of the Board held on 29 March 2021, during which the connected directors under listing rules, namely Mr. Zhu Jie, Mr. Wang Yongfan and Mr. Bao
Zongbao have abstained from voting, has approved the estimated ceiling of those continuing connected transactions of the Company in 2021. The Directors have confirmed that terms of the agreements regarding the continuing connected transactions are fair and reasonable, and such continuing connected transitions were formed along with the Company's day-to-day business subject to regular commercial clause, which are in line with the overall interests of the Company and the shareholders.
INTRODUCTION
According to the customer service cooperation agreements signed by Hainan Garden Lane Flight
Hotel, a subsidiary of the Company, and its several Partners On 24 January 2019 (duration of the agreements was from 1 February 2019 to 31 January 2022), the maximum amount of capital occupying due to receivables from partners generated by consignment settlement prior to settlement day shall not exceed RMB 4,000,000.
The Board of Directors of the Company (the "Board") hereinafter estimates that the total amount of the above Continuing Connected Transactions would reach RMB 5,858,900 in 2021.
CONTINUING CONNECTED TRANSACTIONS IN 2021
Main terms are summarized below:
Agreement | Parties | Term | Agreement content |
Customer Service Cooperation Agreement | Hainan Garden Lane Flight Hotel and the Partners | 1 February 2019 to 31 January 2022 | Cooperate and jointly develop customer resources； The maximum amount of capital occupying due to receivables of Hainan Garden Lane Flight Hotel from partners generated by |
consignment settlement prior to settlement day shall not exceed RMB 4,000,000. | |||
Hotel Management service Agreement | Hainan Garden Lane Flight Hotel and Asia-Pacific International | 1 January 2019 to 31 December 2021 | Hotel Management service provided by the Hainan Garden Lane Flight Hotel to Asia-Pacific International. |
Historical Amount of Continuing Connected Transactions and Estimated Cap for Proposed Transactions In 2021
The historical transaction amounts of the Continuing Connected Transactions for the years ended 31 December 2020 and the estimated cap for the proposed Continuing Connected Transactions in 2021 are set out in the following table.
Amount：RMB
Item | Year ended 31 December | |
2021 | 2020 | |
Receivables from partners (Funds occupied) | 4,000,000 | 2,053,000 |
Office premises lease provided by the Hainan Yingzhi to the Company | 52,400 | 0 |
Office premises lease provided by the Hainan Fushun to the Company | 906,300 | 0 |
Property management service provided by the HNA Trans Service for the office of the Company | 200,200 | 0 |
Hotel Management service provided by the Hainan Garden Lane Flight Hotel to Asia-Pacific International | 700,000 | 637,800 |
Total | 5,858,900 | 2,690,800 |
Factors taken into account when estimating the cap for the proposed continuing connected transactions in 2021 include: (i) historical transaction amount; (ii) market price of local similar andcomparable transaction of the same type; (iii) estimated demand of daily business development in 2021.
Reasons and benefits for continuing connected transactions
These transactions will further meet the daily operation needs of the Company, and are good for the Company to achieve business growth, save costs and improve profitability in daily operation.
The Board (including the independent non-executive directors) believes that the Continuing Connected Transactions are concluded in the usual and normal course of business of the Company and on normal commercial terms, and the estimated annual caps under the proposal are fair and reasonable and meet the interests of the Company and the shareholders as a whole.
The connected directors acknowledged that they had abstained from voting at the Board meeting.
INFORMATION ON THE COMPANY
The Group mainly engages in the R&D, design, manufacturing and sales of the products related to electric transmission and transformation equipment.
Hainan Garden Lane Flight Hotel is a subsidiary of the Company, mainly engaging in accommodation, catering, conference reception and other relevant services.
INFORMATION ON THE PARTNERS, HAINAN YINGZHI, HNA TRANS SERVICE, HAINAN FUSHUN AND ASIA-PACIFIC INTERNATIONAL
Dongguan Yujingwan Hotel (東莞禦景灣酒店) mainly engages in providing accommodation, catering and entertainment services.
Yunnan Lucky Air Co., Ltd.（雲南祥鹏航空有限责任公司）the principal business of which is domestic (including Hong Kong, Macao and Taiwan) and international air transportation of passengers and cargoes.
Jilin Province Tourism Group Co., Ltd. (吉林省旅遊集團有限責任公司) mainly engages in providing accommodation, catering and tourism consulting services and ticket agent services.
Hainan Yingzhi Construction Development Co. Ltd. (海南英智建設開發有限公司) mainly engages in real estate project planning, real estate project intermediary services and tourism project development and management.
HNA Trans Service Management Co., Ltd. (海南海航物業管理股份有限公司) mainly engages in providing property management services to office buildings, governmental offices, schools and high-end residential communities.
Hainan Fushun Investment Development limited (海南福順投資開發有限公司) mainly engages in real estate project planning, real estate project intermediary services and tourism project development and management.
Asia-Pacific International Conference Center Co., Ltd. (亞太國際會議中心有限公司) mainly engages in real estate development and providing accommodation, catering and entertainment services.
INFORMATION ON HAINAN PROVINCE CIHANG FOUNDATION
Hainan Province Cihang Foundation (海南省慈航公益基金會), which is the de facto controller of the Partners, Hainan Yingzhi, HNA Trans Service, Hainan Fushun and Asia-Pacific International are a non-profit organization mainly engaging in medical assistance, disaster relief, education assistance, environmental protection and other charitable activities.
IMPLICATIONS UNDER LISTING RULES
As the Partners, Hainan Yingzhi, HNA Trans Service, HNA Business, Hainan Fushun and
Asia-Pacific International are controlled by the common de facto controller of the Company, namely Hainan Province Cihang Foundation, they are the connected persons of the Company.
Transactions conducted between the Company and the Partners due to day-to-day operationconstitute Continuing Connected Transactions of the Company, which shall be guided by Listing Rules of the Hong Kong Stock Exchange and Listing Rules of Shenzhen Stock Exchange.
With regard to the Continuing Connected Transactions, according to Rule 14A.76(2) of the Listing Rules, such Continuing Connected Transactions are exempted from complying with the provisions on circular (including independent financial opinion) and shareholder approval when its percentage rate under the transaction size test is lower than 5%., but shall comply with the provisions on announcement and annual report.
The estimated ceiling for the Continuing Connected Transactions in 2021 were approved at the 20th meeting of the 9th session of the Board held on 29 March 2021. The connected directors as defined in the Listing Rules, namely Mr. Zhu Jie, Mr. Wang Yongfan and Mr. Bao Zongbao, abstained from voting at the Board meeting. The Directors have confirmed that terms of the agreements regarding the Continuing Connected Transactions are fair and reasonable, and such Continuing Connected
Transitions were formed along with the Company's day-to-day business subject to regular commercial clause, which are in line with the overall interests of the Company and the shareholders.
DEFINITIONS
In this announcement, the following expressions, unless the context otherwise requires, shall have the following meanings:
" Asia-Pacific International "
Asia-Pacific International Conference Center Co., Ltd. （亞太國際會議中心有限公司）, a limited liability company established under the laws of the PRC on 11 January 1996 and a connected party of the Company
"Board"
The Board of Directors
"Company"
Northeast Electric Development Co., Ltd.（東北電氣發 展股份有限公司）, a joint stock limited company incorporated in the PRC with limited liability, whose A
Shares and H Shares are listed on the Shenzhen StockExchange and main board of the Stock Exchange, respectively
"Customer Service Cooperation Agreement"
The cooperation agreement entered into between Hainan Garden Lane Flight Hotel（海南逸唐飛行酒店 管理有限公司）and the Partners on 24 January 2019, pursuant to which, the parties thereto will cooperate and jointly develop customer resources and mutually recommend customers, with a term of three years commencing from 1 February 2019 to 31 January 2022
"Directors"
The directors of the Company
"Group"
The Company and its subsidiaries
"Hainan Garden Lane Flight Hotel "
"Hainan Yingzhi"
Hainan Garden Lane Flight Hotel Management Co., Ltd. (海南逸唐飛行酒店管理有限公司 ，formerly
known as Hainan Tangyuan Technology Co., Ltd（. 海南 唐苑科技有限公司）, and changed name to Hainan
Garden Lane Flight Hotel Management Co., Ltd. on 23
August 2019), a limited liability company established under the laws of the PRC on 29 April 2016 and a subsidiary of the Company
Hainan Yingzhi Construction Development Co., Ltd.(海 南英智建設開發有限公司), a limited liability company established under the laws of the PRC on 11 October 2016 and a connected party of the Company
" Hainan Fushun "
Hainan Fushun Investment development limited (海南 福顺投资开发有限公司), a limited liability company established under the laws of the PRC on 11 March 2011 and a connected party of the Company
" HNA Service"
HNA Trans Service Management Co., Ltd.(海南海航物
業管理股份有限公司), a limited liability company | |
established under the laws of the PRC on 31 April 2000 | |
and a connected party of the Company | |
"Listing Rules" | The Rules Governing the Listing of Securities on The |
Stock Exchange of Hong Kong Limited | |
"Listing Rules of | Rules Governing the Listing of Stocks on the Shenzhen |
Shenzhen Stock Exchange" | Stock Exchange |
"Northeast Electric" | Northeast Electric Development Co., Ltd. |
"Partners" | The partner hotels, namely Dongguan Yujingwan Hotel |
（東莞禦景灣酒店）, Yunnan Lucky Air Co., Ltd.（雲 | |
南祥鹏航空有限责任公司）, Jilin Province Tourism | |
Group Co., Ltd.（吉林省旅遊集團有限公司）, which | |
entered into the Customer Service Cooperation | |
Agreement with Hainan Garden Lane Flight Hotel (海 | |
南逸唐飛行酒店管理有限公司) and are connected | |
parties of the Company | |
"RMB" | Renminbi, the lawful currency of the PRC |
"Shareholder(s)" | The holder(s) of the Shares of the Company |
"Shenzhen Stock Exchange" | Shenzhen Stock Exchange |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
Chairman |
By order of the Board
Zhu Jie
Haikou, Hainan Province, the PRC 29 March 2021
As at the date of this Announcement, the Board comprises of six executive Directors, namely Mr.
Zhu Jie, Mr. Wang Yongfan, Mr. Bao Zongbao, Mr. Su Weiguo, Mr. Guo Qianli and Mr. Li Guoqing; and three independent non-executive Directors, namely Mr. Li Ming, Mr. Fang Guangrong and Mr.
Wang Hongyu.
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Disclaimer
NEE - Northeast Electric Development Co. Ltd. published this content on 29 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2021 14:53:07 UTC.
