Securities code: 000966 securities abbreviation: Chn Energy Changyuan Electric Power Co.Ltd(000966) Announcement No.: 2022-024 Chn Energy Changyuan Electric Power Co.Ltd(000966)
On the completion of related party transactions of leased properties of the company in 2021
And 2022
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.
Important content tips:
This connected transaction has been deliberated and approved at the 25th meeting of the ninth board of directors of the company, and the connected directors have avoided voting on this connected transaction. This proposal needs to be approved by the general meeting of shareholders of the company, and the related parties interested in the related party transaction will avoid voting on the proposal at the general meeting of shareholders.
1、 Overview of related party transactions
1. In order to increase revenue and revitalize fixed assets, the wholly-owned subsidiary of the company, Guoneng Changyuan Wuhan Industry Co., Ltd. (hereinafter referred to as Wuhan industry), leases part of the properties outside the company’s own use to some subordinate enterprises controlled by the controlling shareholder of the company, National Energy Investment Group Co., Ltd. (hereinafter referred to as national energy group) in accordance with the principle of marketization. In 2021, Wuhan Industrial rental house received about 5.7333 million yuan of rent from related parties, and the property fee was about 2.4185 million yuan. The total income above was 8.1518 million yuan, which did not exceed the estimated 11.1 million yuan at the beginning of the year. It is estimated that in 2022, the rent charged for rental housing will not exceed 9.5 million yuan, the property fee will not exceed 3.5 million yuan, and the total income will not exceed 13 million yuan. 2. The counterparties of the related party transaction of Wuhan Industrial rental property are the affiliated enterprises of the company’s controlling shareholder, national energy group (holding 67.5% of the company’s shares). According to the stock listing rules of Shenzhen Stock Exchange (revised in 2022), this transaction constitutes the related party transaction of the company. At the 25th meeting of the ninth board of directors held on February 18, 2022, the company deliberated and adopted the proposal on the completion of related party transactions of leased properties in 2021 and the expected situation in 2022 by 5 votes for, 0 against and 0 abstention. The four related directors participating in the meeting, Zhao Hu, Yuan Guangfu, Liu Zhiqiang and Zhu Hong, avoided voting. The independent directors of the company recognized the related party transactions in advance and expressed independent opinions.
3. The expected matters of this related party transaction still need to be approved by the general meeting of shareholders of the company. The related shareholder national energy group, which has an interest in the related party transaction, will avoid voting on the proposal at the general meeting of shareholders. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, does not constitute a reorganization and listing, and does not need to be approved by relevant departments.
2、 Basic information of related parties
The following related parties are affiliated enterprises of the national energy group:
(I) National Energy Group Materials Co., Ltd
1. Basic information
Legal representative: Han Fangyun
Registered capital: 1687.4 million yuan
Registered address: room A109, No. 10, Zhongxing Road, Science Park, Changping District, Beijing
Main business: Sales of mechanical and electronic equipment, complete sets of power equipment, complete sets of services of power equipment, facilities and engineering equipment; Development and utilization of high-tech products in power, transportation and energy.
Registered address: room A109, No. 10, Zhongxing Road, Science Park, Changping District, Beijing
Major shareholders and their shareholding ratio: 100% of National Energy Investment Group Co., Ltd
By the end of 2021, financial data (Unaudited): total assets of 7027615000 yuan, net assets of 2658811800 yuan, main business income of 7564947600 yuan and net profit of 653271900 yuan.
2. Relationship with listed companies
The National Energy Group Materials Co., Ltd. is a subordinate enterprise controlled by the national energy group, which complies with the association relationship specified in Item (II), paragraph 2, article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022).
3. Performance capability analysis
The State Energy Group Materials Co., Ltd. is in good financial condition and operation, can perform its responsibilities and obligations according to the contract, and there is no risk of failure to perform normally.
(II) Guoneng insurance brokerage (Beijing) Co., Ltd
1. Basic information
Legal representative: Yan Ruifeng
Registered capital: 100 million yuan
Main business: drawing up insurance plans for policyholders; Select the insurer and go through the insurance formalities; Assist the insured or beneficiary in making claims; Reinsurance brokerage business; Provide the client with disaster prevention, loss prevention or risk assessment and risk management consulting services; Other businesses approved by CIRC; Engaged in property brokerage business.
Registered address: Room 501, unit 7, floor 4, building 18, Xizhimenwai street, Xicheng District, Beijing
Major shareholders and their shareholding ratio: 100% of national energy group Capital Holding Co., Ltd.
Financial data by the end of 2021 (Unaudited): total assets of 240.4397 million yuan, net assets of 168.7631 million yuan, main business income of 243.7834 million yuan and net profit of 143.6153 million yuan.
2. Relationship with listed companies
Guoneng insurance brokerage (Beijing) Co., Ltd. is a subordinate enterprise controlled by the state energy group, which complies with the association relationship specified in Item (II), paragraph 2, article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange (revised in 2022). 3. Performance capability analysis
Guoneng insurance brokerage (Beijing) Co., Ltd. is in good financial condition and operation, can perform its responsibilities and obligations according to the contract, and there is no risk of failure to perform normally.
(III) Ruitai Life Insurance Co., Ltd
1. Basic information
Legal representative: Chen Jingdong
Registered capital: 1.871 billion yuan
Registered address: 33 / 35 / F, Tengda Building, 168 Xizhimenwai street, Haidian District, Beijing
Main business: operate the following businesses (except legal insurance business) within the administrative area of Beijing and the provinces, autonomous regions and municipalities directly under the central government with branches: (1) life insurance, health insurance, accident insurance and other insurance businesses; (2) Reinsurance business of the above business.
Major shareholders and their shareholding ratio: 50% of national energy group Capital Holding Co., Ltd. and 50% of Qiwei life insurance (South Africa) Co., Ltd.
Financial data by the end of 2021 (Unaudited): total assets of 6806.75 million yuan, net assets of 751.67 million yuan, main business income of 1417.72 million yuan and net profit of 6.02 million yuan.
2. Relationship with listed companies
Ruitai Life Insurance Co., Ltd. is a subordinate enterprise controlled by the state energy group, which complies with the association relationship specified in Item (II) of paragraph 2, article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022).
3. Performance capability analysis
Ruitai Life Insurance Co., Ltd. is in good financial condition and operation, can perform its responsibilities and obligations according to the contract, and there is no risk of failure to perform normally.
(IV) National Energy Group Science and Technology Research Institute Co., Ltd
1. Basic information
Legal representative: Wang Wenbiao
Registered capital: 299.36 million yuan
Main business: production of power system; Safety consultation, test, evaluation and related technical services of power system equipment and related projects; Research and development, promotion and application of new technologies and products; Research and service of relevant technical routes and standards; Design and produce printed advertisements; The Journal of electric power technology and environmental protection was published; Use the magazine of electric power technology and environmental protection to publish advertisements; Own house lease.
Registered address: No. 10, Xianjing Road, Qixia District, Nanjing
Major shareholders and their shareholding ratio: 100% of National Energy Investment Group Co., Ltd
As of the end of 2021, financial data (Unaudited): total assets of 1164932500 yuan, net assets of 1006673000 yuan, main business income of 628233600 yuan and net profit of 50738400 yuan.
2. Relationship with listed companies
National Energy Group Science and Technology Research Institute Co., Ltd. is a subordinate enterprise controlled by national energy group, which meets the association relationship specified in Item (II) of paragraph 2, article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022).
3. Performance capability analysis
The State Energy Group Research Institute of science and Technology Co., Ltd. is in good financial condition and operation, can perform its responsibilities and obligations according to the contract, and there is no risk of failure to perform normally.
(V) Guodian Wuhan Fuel Co., Ltd
1. Basic information
Legal representative: Zhou Pingji
Registered capital: 164.38 million yuan
Main business: Coal wholesale (no sale in no combustion zone); Warehousing services; Technology import and export, goods import and export, agency import and export business (excluding goods or technologies whose import and export are prohibited or restricted by the state); Development, application, promotion and related information consulting services of high-tech products of electric energy; Labor services (excluding labor dispatch).
Registered address: 23 / F, Guodian building, No. 113, Xudong street, Hongshan District, Wuhan, Hubei Province
Major shareholders and their shareholding ratio: Guodian Fuel Co., Ltd. 80%, Chn Energy Changyuan Electric Power Co.Ltd(000966) 20%.
By the end of 2021, financial data (Unaudited): total assets of RMB 127.1409 million, net assets of RMB -3030792 million, main business income of RMB 17.9103 million and net profit of RMB 2.2138 million.
2. Relationship with listed companies
Guodian Wuhan Fuel Co., Ltd. is a subordinate enterprise controlled by the state energy group, which complies with the association relationship specified in Item (II), paragraph 2, article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022).
3. Performance capability analysis
Guodian Wuhan Fuel Co., Ltd. has normal financial status and operation, can perform its responsibilities and obligations according to the contract, and the risk of failure to perform is small.
(VI) Hubei Longyuan new energy Co., Ltd
1. Basic information
Legal representative: Chang Shihong
Registered capital: 55.2 million yuan
Main business: development, investment, construction and operation of new energy power generation.
Registered address: No. 11, 1st floor, science and technology home, Longtan Village, QianChuan street, Huangpi District, Wuhan
Major shareholders and their shareholding ratio: 100% of Longyuan Power Group Co., Ltd.
As of the end of 2021, financial data (Unaudited): total assets of 654.5401 million yuan, net assets of 68.089 million yuan, main business income of 16.5445 million yuan and net profit of 2.989 million yuan.
2. Relationship with listed companies
Hubei Longyuan new energy Co., Ltd. is a subordinate enterprise controlled by the national energy group, which complies with the association relationship specified in Item (II), paragraph 2, article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022).
3. Performance capability analysis
Hubei Longyuan new energy Co., Ltd. has normal financial status and operation, can perform its responsibilities and obligations according to the contract, and the risk of failure to perform is small.
(Ⅶ) Yantai Longyuan Power Technology Co.Ltd(300105)
1. Basic information
Legal representative: Yang huailiang
Registered capital: 513216000 yuan
Main business: power facilities and equipment manufacturing; Sales of power facilities and equipment; Air pollution prevention and control services; Water pollution control; Solid waste treatment; Engineering management services; Engaging in investment activities with its own funds; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Research and development of emerging energy technologies; Sales of mechanical equipment; Sales of building materials; Sales of chemical products (excluding licensed chemical products); Software sales; Software development (except for projects subject to approval according to law, carry out business activities independently according to law with business license): various engineering construction activities; Installation, repair and test of power facilities; Construction engineering design; Import and export of goods; Technology import and export; Power generation, transmission and power supply business.
Registered address: No.2 Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) Road, Yantai Economic and Technological Development Zone, Shandong Province
Major shareholders and their shareholding ratio: Guodian Technology Environmental Protection Group Co., Ltd.: 22.83%, xiongya (virgin) Co., Ltd.: 18.41%, Yantai Development Zone Longyuan Electric Power Combustion Control Engineering Co., Ltd.: 2.79%.
As of the end of 2021, financial data (Unaudited): total assets of RMB 234.12903 million, net assets of RMB 1813.6603 million, main business income of RMB 525.8556 million and net profit of RMB 6.3272 million.
2. Relationship with listed companies
Yantai Longyuan Power Technology Co.Ltd(300105) is a subordinate enterprise controlled by the state energy group, which complies with the association relationship specified in Item (II), paragraph 2, article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022). 3. Performance capability analysis
Yantai Longyuan Power Technology Co.Ltd(300105) in good financial and operating conditions, it can perform its responsibilities and obligations according to the contract, and there is no risk of failure to perform normally.
3、 Basic information of related party transactions
The subject matter of this related party transaction is that the company expects to charge no more than 9.5 million yuan of rent and no more than 3.5 million yuan of property fee from enterprises affiliated to the national energy group in 2022, with a total of no more than 13 million yuan.
4、 Pricing policy, pricing basis and main contents of related party transactions
Wuhan industry, a wholly-owned subsidiary of the company, rents the property and collects property management fees from units affiliated to the national energy group. The charging level is determined according to the market price of the area where the property is located
