Securities code: 002939 securities abbreviation: China Greatwall Securities Co.Ltd(002939) Announcement No.: 2022-010 China Greatwall Securities Co.Ltd(002939)
With regard to the termination of the conditional effective share subscription agreement with specific objects
And related party transactions
The company and all members of the board of directors of the company guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. Related party transactions
China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as the company) reviewed and approved the proposals related to the company’s non-public offering of A-Shares at the seventh meeting of the second board of directors, the fourth meeting of the second board of supervisors and the first extraordinary general meeting of shareholders in 2021, and cooperated with Huaneng capital services Co., Ltd., Shenzhen Energy Group Co.Ltd(000027) (hereinafter referred to as Shenzhen Energy Group Co.Ltd(000027) ) Shenzhen New Jiangnan Investment Co., Ltd. (hereinafter referred to as Shenzhen New Jiangnan) signed the conditional effective share subscription agreement.
Comprehensively considering the capital market policy, the actual situation of the company and other factors, after careful analysis and repeated communication with relevant parties, on February 18, 2022, the company held the 13th meeting of the second board of directors and the 7th Meeting of the second board of supervisors, deliberated and adopted the proposal on terminating the conditional effective share subscription agreement between the company and specific objects and other proposals, The company agrees to terminate the conditional share subscription agreement with Shenzhen Energy Group Co.Ltd(000027) and Shenzhen xinjiangnan respectively and handle relevant matters of termination, including but not limited to signing the termination agreement of conditional share subscription agreement (hereinafter referred to as the termination agreement).
2. Related relationship
Shenzhen Energy Group Co.Ltd(000027) and Shenzhen xinjiangnan are shareholders holding more than 5% of the shares of the company. According to the stock listing rules of Shenzhen Stock Exchange and other relevant regulations, Shenzhen Energy Group Co.Ltd(000027) and Shenzhen xinjiangnan are related parties of the company.
3. Deliberations of the board of directors
The company held the 13th meeting of the second board of directors on February 18, 2022, deliberated and passed the proposal on terminating the conditional effective share subscription agreement between the company and specific objects and other proposals. Related directors have abstained from voting on relevant proposals, which have been voted by non related directors. See the announcement on resolutions of the 13th meeting of the second board of directors disclosed by the company on the same day for the specific voting of each proposal. The independent directors of the company recognized the related party transactions in advance and expressed their independent opinions. Since the general meeting of shareholders of the company has authorized the board of directors to handle matters related to the non-public offering of shares, the above matters need not be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
(I) Shenzhen Energy Group Co.Ltd(000027) basic information
1. Basic information
Company name: Shenzhen Energy Group Co.Ltd(000027)
English Name: Shenzhen Energy Group Co., Ltd
Legal representative: Wang Pingyang
Registered address: 9 / F, 29-31 / F, 34-41 / F, North Tower, energy building, No. 2026, Jintian Road, Futian street, Futian District, Shenzhen
Office address: 9 / F, 29-31 / F, 34-41 / F, North Tower, energy building, No. 2026, Jintian Road, Futian street, Futian District, Shenzhen
Date of establishment: August 21, 1993
Registered capital: 4757389916 yuan
Unified social credit Code: 91440300192241158p
(I) the scope of production and marketing of various conventional energy sources; (II) invest in and operate the development and transportation of energy related raw materials, ports, docks and warehousing industries; (III) invest in and operate real estate, real estate and leasing industries matching with energy; (IV) invest in and operate high-tech industries that can improve energy efficiency; (V) operate, import and export complete sets of equipment, supporting equipment, machines and tools and means of transportation required by the company’s energy projects; (VI) design, construction, management and operation of various energy engineering projects, as well as personnel training, consulting and other related services related to energy engineering; (VII) development, transfer and service of environmental protection technology; (VIII) property management and self owned property leasing; (IX) engaging in the development and operation of single real estate on the legally acquired land; (x) information technology services for information system operation and maintenance, system integration, software development, sales and leasing of computer software and hardware, electronic products, consumables and office equipment; （11） Other businesses that can improve social and economic benefits.
2. Equity control relationship
As of September 30, 2021, Shenzhen Energy Group Co.Ltd(000027) has the following equity structure:
3. Main business
Shenzhen Energy Group Co.Ltd(000027) is mainly engaged in the development, production, purchase and sale of various conventional and new energy sources, as well as urban solid waste treatment, wastewater treatment and urban gas supply.
4. Development status and operating results of main businesses in recent three years
Shenzhen Energy Group Co.Ltd(000027) the strategic development plan of the 13th five year plan clearly takes “innovation, coordination, green, openness and sharing” as the development concept, and establishes a strategic positioning, that is, to become a leader in low-carbon clean energy and urban environmental governance with innovation and competitiveness; Realize “two transformations”, that is, from a single power generation enterprise to a comprehensive energy enterprise, and from a regional enterprise to a regional, national and even multinational enterprise; Build an industrial system of “three wheels and two wings”, that is, on the basis of effective growth, gradually build an industrial system of coordinated development with energy power, energy environmental protection and energy gas as the core business and energy capital and energy land as the supporting business. In recent years, Shenzhen Energy Group Co.Ltd(000027) has actively promoted structural optimization, accelerated industrial and regional layout, and developed rapidly in renewable energy, environmental protection and gas sectors. By the end of 2018, 2019 and 2020, the total assets of Shenzhen Energy Group Co.Ltd(000027) were 85.074 billion yuan, 96.112 billion yuan and 114.062 billion yuan respectively; The net assets were 27.484 billion yuan, 33.585 billion yuan and 41.854 billion yuan respectively. In 2018, 2019 and 2020, Shenzhen Energy Group Co.Ltd(000027) achieved total operating revenue of 18.527 billion yuan, 20.817 billion yuan and 20.455 billion yuan respectively; The net profit was 716 million yuan, 1.829 billion yuan and 4.267 billion yuan respectively.
5. Main financial data of the latest year
(1) Main data of consolidated balance sheet
Unit: 10000 yuan
December 31, 2020
Total assets 11406226.42
Total liabilities 7220865.47
Owner’s equity 4185360.95
Owner’s equity attributable to the parent company 3796302.86
Note: the financial data of 2020 have been audited by Ernst & Young Huaming Certified Public Accountants (special general partnership).
(2) Main data of consolidated income statement
Unit: 10000 yuan
Project 2020
Total operating income 2045450.61
Operating profit 260006.48
Total profit 456173.41
Net profit 426747.16
Net profit attributable to owners of the parent company 398405.94
Note: the financial data of 2020 have been audited by Ernst & Young Huaming Certified Public Accountants (special general partnership).
(3) Main data of consolidated cash flow statement
Unit: 10000 yuan
Project 2020
Net cash flow from operating activities 619243.92
Net cash flow from investment activities -1515416.74
Net cash flow from financing activities 1031431.48
Net increase in cash and cash equivalents 133050.88
Balance of cash and cash equivalents at the end of the period 903838.29
Note: the financial data of 2020 have been audited by Ernst & Young Huaming Certified Public Accountants (special general partnership).
6. Other instructions
Upon inquiry, Shenzhen Energy Group Co.Ltd(000027) does not belong to the dishonest executee.
(II) basic information of Shenzhen xinjiangnan
1. Basic information
Company name: Shenzhen xinjiangnan Investment Co., Ltd
Legal representative: Xu Xin
Registered address: 33b, China Merchants Plaza, No. 1166, Wanghai Road, Shekou, Shuiwan community, China Merchants street, Nanshan District, Shenzhen
Date of establishment: November 30, 1994
Registered capital: USD 23 million
Unified social credit Code: 91440300618829961p
Business scope: investment in industry and other industries (specific projects will be reported separately), investment information consultation, corporate image design, business agency, enterprise business planning and financial consultation.
2. Equity control relationship
As of the disclosure date of this announcement, the equity structure of Shenzhen xinjiangnan is as follows:
3. Main business
The main business of Shenzhen xinjiangnan is investment in industry and other industries, investment information consulting, etc. 4. Development status and operating results of main businesses in recent three years
By the end of 2018, 2019 and 2020, the total assets of Shenzhen xinjiangnan were 3.188 billion yuan, 4.720 billion yuan and 4.600 billion yuan respectively; The net assets were 2.005 billion yuan, 3.230 billion yuan and 3.151 billion yuan respectively. In 2018, 2019 and 2020, the total operating revenue of Shenzhen xinjiangnan was RMB 100 million, RMB 00 million and RMB 23 million respectively; The net profit was 361 million yuan, 1226 million yuan and -79 million yuan respectively.
5. Main financial data of the latest year
(1) Main data of consolidated balance sheet
Unit: 10000 yuan
December 31, 2020
Total assets 460037.25
Total liabilities 144948.64
Owner’s equity 315088.61
Owner’s equity attributable to the parent company 315088.61
Note: the financial data of 2020 have been audited by Deloitte Touche Tohmatsu (special general partnership) Shenzhen Branch. (2) Main data of consolidated income statement
Unit: 10000 yuan
Project 2020
Total operating income 2314.23
Operating profit -11995.70
Total profit -11995.70
Net profit -7945.53
Net profit attributable to owners of parent company
