Securities code: 000591 securities abbreviation: Cecep Solar Energy Co.Ltd(000591) Announcement No.: 2022 - 16
Bond Code: 112876 bond abbreviation: 19 sun G1
Cecep Solar Energy Co.Ltd(000591)
Announcement on signing the supplementary agreement of the conditional effective share subscription agreement and related party transactions with the issuing object
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.
The ninth meeting of the 10th board of directors and the sixth meeting of the 10th board of supervisors held by Cecep Solar Energy Co.Ltd(000591) (hereinafter referred to as the company) on February 16, 2022 considered and adopted the proposal on signing the supplementary agreement on the conditional effective share subscription agreement for non-public offering of shares and related party transactions between the company and the issuing object. The relevant information is announced as follows:
1、 Overview of related party transactions
(I) transaction overview
On September 29, 2021, the company signed the share subscription agreement between China energy conservation and Environmental Protection Group Co., Ltd., China energy conservation Capital Holding Co., Ltd. and Cecep Solar Energy Co.Ltd(000591) on the conditional effectiveness of non-public offering of shares with China energy conservation and Environmental Protection Group Co., Ltd. (hereinafter referred to as China Energy conservation) and its controlled related party, China energy conservation Capital Holding Co., Ltd. (hereinafter referred to as China energy conservation capital) 。 Relevant proposals have been deliberated and adopted at the third meeting of the 10th board of directors, the third meeting of the 10th board of supervisors and the third extraordinary general meeting of 2021 held on October 18, 2021. The affiliated directors of the company avoided voting according to law, and the independent directors of the company expressed their explicit prior approval opinions and independent opinions on the above proposal. For details, see Cecep Solar Energy Co.Ltd(000591) announcement on signing conditional share subscription agreement with specific objects and this non-public Development Bank's related party transaction (Announcement No.: 2021-70) disclosed by the company.
In accordance with relevant laws and regulations and in combination with the actual situation, the company adjusted the range of the number of shares to be subscribed by China energy conservation and China energy conservation capital, the object of this non-public offering Cecep capital signed the supplementary agreement on the conditional effective share subscription agreement between China energy conservation and Environmental Protection Group Co., Ltd., cecep Capital Holding Co., Ltd. and Cecep Solar Energy Co.Ltd(000591) on non-public shares on February 16, 2022 (hereinafter referred to as the supplementary agreement).
(II) relationship
Cecep is the controlling shareholder of the company. Among cecep and its controlled related parties, cecep capital forms a related relationship with the company.
(III) approval procedure
The signing of the above supplementary agreement has been deliberated and adopted at the 9th meeting of the 10th board of directors held on February 16, 2022. The related directors involved have performed the corresponding withdrawal voting procedures, and the relevant proposals have been voted by the non related directors. The independent directors of the company have expressed their prior approval opinions and independent opinions on the related party transactions involved in this issuance. The above matters belong to the scope of authorization of the general meeting of shareholders to the board of directors approved by the third extraordinary general meeting of shareholders of the company in 2021, and need not be submitted to the general meeting of shareholders of the company for deliberation.
This connected transaction does not constitute a major asset reorganization or a reorganization listing as stipulated in the measures for the administration of major asset reorganization of listed companies. This non-public offering plan can only be implemented after being approved by the China Securities Regulatory Commission.
2、 Basic information of related parties
(I) basic information of China energy conservation and China energy conservation capital
1. China energy conservation
Company name: China energy conservation and Environmental Protection Group Co., Ltd
Date of establishment: June 22, 1989
Registered capital: 770000 yuan
Legal representative: Song Xin
Address: building 25, yard 1, Hongye East Road, Daxing District, Beijing
Business scope: investment, development, operation, management and comprehensive utilization of energy-saving, material saving, environmental protection, new energy and alternative energy projects, and sales of materials, equipment and products related to the above business (the state has special franchise regulations)
(unless otherwise specified); Production and leasing of power-saving equipment; Construction project supervision, review and consultation; Real estate development and operation; Import and export business; Purchase and sale of materials and equipment required by the company's investment projects on a commission basis (unless otherwise specified by the state). (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
2. China energy conservation capital
Company name: cecep Capital Holding Co., Ltd
Date of establishment: May 21, 2015
The registered capital is 500 million yuan
Legal representative: Guo Zili
Address: 15 / F, building 26, pinganli West Street, Xicheng District, Beijing
Project investment; Investment management; Asset management; Investment consulting; Financial consultation (it is not allowed to carry out audit, capital verification, audit, evaluation, accounting consultation, agency bookkeeping and other businesses that need special approval, and it is not allowed to issue corresponding audit reports, capital verification reports, audit reports, evaluation reports and other written materials within the business scope); business management. (enterprises shall independently choose business items and carry out business activities according to law; for projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by industrial policies of this city.)
(II) equity structure of China energy conservation and China energy conservation capital (note): as of the announcement date, the shareholder of China energy conservation, the state owned assets supervision and Administration Commission of the State Council, has increased its capital by 400 million yuan in currency, and the paid in capital of China energy conservation has increased to 8100 million yuan; The state owned assets supervision and Administration Commission of the State Council has transferred 770 million yuan of China's registered capital of energy conservation (corresponding to 9.51% of China's equity of energy conservation) to the National Council of social security funds.
As of the announcement date, the industrial and commercial change registration of the above matters has not been completed.
The issuing object is the controlling shareholder of cecep, and cecep is also the controlling shareholder of cecep capital.
(III) main business of cecep and cecep capital and financial data of the latest year
China energy conservation is a central enterprise approved by the State Council and jointly restructured and established by China Energy Conservation Investment Corporation and China new era holding (Group) Company in 2010. At present, China's energy conservation has formed a "3 + 3 + 1" industrial pattern - focusing on the three main industries of energy conservation and clean energy supply, ecological environmental protection and life health, accelerating the development of green buildings, green new materials and green engineering services, and building strong strategic support capacity. It is a flagship enterprise in the field of energy conservation and environmental protection in China with large scale, complete specialty, wide business coverage and strong comprehensive strength.
The main financial data of China energy conservation in recent years are as follows:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 26532483.32 22134106.46
Total owner's equity 8187326.62 7279551.61
Project from January to September 2021 to 2020
Total operating income 3716968.17 4439435.51
Net profit 2980002.88 236340.05
Note: the data of 2020 has been audited, and the data of the first three quarters of 2021 has not been audited.
Cecep capital is a wholly-owned subsidiary of cecep. The business scope covers project investment, investment management, asset management, investment consulting, etc. As the industrial financial development platform, capital investment and capital operation platform and financial investment platform of the group company (including M & A investment, non main business investment, alternative investment, etc.), cecep capital is characterized by green finance, focuses on financial services in the field of energy conservation and environmental protection, and makes every effort to build a financial ecosystem of energy conservation and environmental protection industry.
The main financial data of cecep capital in the latest year and period are as follows:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 1856234.13 1747045.63
Total owner's equity 1681919.59 1626133.16
Project from January to September 2021 to 2020
Total operating income 9237.22 12030.23
September 30, 2021 December 31, 2020
Net profit 38925.28 30176.23
Note: the data of 2020 has been audited, and the data of the first three quarters of 2021 has not been audited.
Cecep and cecep capital are not dishonest Executees.
3、 Subject matter of related party transactions
The number of shares in this non-public offering shall not exceed 902129409 shares (including this number), and shall not exceed 30% of the total share capital of the company before this offering. The final number of shares issued shall be subject to the number of shares approved by the CSRC. If the company's shares have ex dividend matters such as cash dividends and dividends from the pricing base date to the issuance date, or ex dividend matters such as share distribution, share allotment and conversion of capital reserve into share capital, the issuance quantity of this non-public offering will be adjusted accordingly. The total number of shares to be subscribed by cecep and cecep capital shall not be less than 34.70% of the actual number of shares issued in this non-public offering, and shall not be higher than 45% of the actual number of shares issued in this non-public offering. Among them, the number of shares to be subscribed by cecep shall not be less than 31.27% of the actual number of shares issued in this non-public offering, not more than 40.55% of the actual number of shares issued in this non-public offering, and the number of shares to be subscribed by cecep capital shall not be less than 3.43% of the actual number of shares issued in this non-public offering, not more than 4.45% of the actual number of shares issued in this non-public offering. The final number of shares subscribed by cecep and cecep capital shall be determined by the supplementary agreement signed between cecep and cecep capital and the company after the issuance price is determined. Cecep and cecep capital will not participate in the market bidding process, but promise to accept the market bidding results and subscribe for the non-public offering of A-Shares at the same price as other specific investors. If the issuance price is not generated through bidding, cecep and cecep capital will continue to participate in the subscription, and the total subscription amount shall not be less than 34.70% of the upper limit of the issuance amount approved by the CSRC and 45% of the upper limit of the issuance amount approved by the CSRC; Among them, the subscription amount of cecep shall not be lower than 31.27% of the maximum number of issues approved by the CSRC, not higher than 40.55% of the maximum number of issues approved by the CSRC, and the subscription amount of cecep capital shall not be lower than 3.43% of the maximum number of issues approved by the CSRC and not higher than 4.45% of the maximum number of issues approved by the CSRC.
4、 Pricing principles of related party transactions
The pricing benchmark date of this non-public offering is the first day of the issuance period. The issuance price of this non-public offering shall not be lower than 80% of the average trading price of the company's shares 20 trading days before the pricing base date (excluding the pricing base date, the same below) and the higher of the company's latest audited net asset value per share before the issuance (i.e. "issuance base price"). Company shares 20 trading days before the pricing benchmark date
