Securities code: 000966 securities abbreviation: Chn Energy Changyuan Electric Power Co.Ltd(000966) Announcement No.: 2022-023 Chn Energy Changyuan Electric Power Co.Ltd(000966)
On the completion of related party transactions of deposits and loans 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:
1. 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 avoided voting. 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.
2. The company has officially signed the financial service agreement with national energy group finance Co., Ltd., which has been disclosed on cninfo.com on October 31, 2020.
3. The 20th meeting of the ninth board of directors of the company deliberated and approved the proposal on the risk assessment report of the company's associated deposits and loans with national energy group finance Co., Ltd. and other financial businesses, which was disclosed on cninfo.com on August 18, 2021.
4. The following data of connected transactions in 2021 are preliminary statistical data, and the actual data are subject to the audit data in 2021.
1、 Overview of related party transactions
(I) actual completion of deposit and loan related party transactions of the company in 2021
From January to December 2021, the maximum amount of deposit balance of the company and its holding subsidiaries in National Energy Group Finance Co., Ltd. (hereinafter referred to as National Energy Finance) was 1.188 billion yuan, which did not exceed the annual expected amount of 2 billion yuan. The interest rate of related deposits shall be implemented in accordance with the benchmark interest rate uniformly promulgated by the people's Bank of China. The credit granted by National Energy Group Finance Co., Ltd. to the company was 2.2 billion yuan, and the ending loan balance was 177 million yuan. The cumulative amount of interest payable on related loans is 5.39 million yuan, which does not exceed the expected amount of 20 million yuan.
(II) forecast of deposit and loan related party transactions of the company in 2022
In 2022, the maximum daily deposit limit of the company and its holding subsidiaries in Guoneng finance is expected to be 2 billion yuan, and the deposit interest rate is within the floating range of deposit interest rate uniformly issued by the people's Bank of China, which is not lower than the deposit interest rate implemented by China's major commercial banks; It is estimated that the credit granted by Guoneng finance to the company in 2022 will be 2.2 billion yuan, and the actual loan line from the company to Guoneng finance will not exceed 2.2 billion yuan. In principle, the loan interest rate will not be higher than the interest rate determined by China's major commercial banks to provide the same kind of loan services to the company and its holding subsidiaries; The cumulative amount of interest payable on related loans shall not exceed 55 million yuan.
(III) 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 the company's deposit and loan related party transactions in 2020 and the expected situation in 2021 with 5 affirmative votes, 0 negative votes and 0 abstention votes. The four relevant 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.
According to the provisions of the Listing Rules of Shenzhen Stock Exchange (revised in 2022) and the articles of association, the related party transaction still needs to be approved by the general meeting of shareholders, and the related shareholder National Energy Investment Group Co., Ltd. (hereinafter referred to as national energy group) who 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
1. Basic information of related parties
Name of related party: National Energy Group Finance Co., Ltd
Date of establishment: October 4, 2000
Nature of enterprise: other limited liability companies
Unified social credit Code: 91110000710927476r
Legal representative: Liu Chunfeng
Registered capital: 12.5 billion yuan
Registered address: 201 and 202, unit 7, floor 2, building 18, Xizhimenwai street, Xicheng District, Beijing
Main office: 201 and 202, unit 7, floor 2, building 18, Xizhimenwai street, Xicheng District, Beijing
Main business scope: (1) handle financial and financing consulting, credit assurance and related consulting and agency business for member units; (2) Assist member units to realize the receipt and payment of transaction funds; (3) Approved insurance agency and other businesses; (4) Provide guarantee to member units; (5) Handle entrusted loans and entrusted investment between member units; (6) Handle bill acceptance and discount for member companies; (7) Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; (8) Absorbing deposits from member units; (9) Handle loans and financial leases for member units; (10) Engage in interbank lending; (11) Issue financial corporate bonds upon approval; (12) Underwriting corporate bonds of member units; (13) Equity investment in financial institutions; (14) Securities investment; (15) Consumer credit, buyer's credit and financial leasing of products of member units.
Major shareholders and their shareholding ratio: National Energy Investment Group Co., Ltd. 60%, China Shenhua Energy Company Limited(601088) 32.57%, Shuohuang Railway Development Co., Ltd. 2.86%, Shenhua Jungar Energy Co., Ltd. 2.86%, Shenhua Baoshen Railway Co., Ltd. 1.71%.
2. Financial position
Main financial data (Unaudited) by the end of December 2021: total assets of 143.691 billion yuan, net assets of 23.311 billion yuan, operating income of 4.034 billion yuan and net profit of 2.117 billion yuan.
3. Description of relationship
Both the company and Guoneng finance are enterprises 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).
4. Performance capability analysis
Guoneng's financial operation and financial condition are good, and it can perform its responsibilities and obligations according to the contract, without the risk of failure to perform normally.
5. Through inquiry and verification through the credit China website, the national enterprise credit information publicity system, the China implementation information disclosure network, the national court's list of dishonest Executees information publication and query website, as well as the websites of the national development and Reform Commission and the Ministry of finance, it is found that Guoneng finance is not a dishonest executee and meets the requirements of relevant regulations of the CSRC.
3、 Pricing policy and basis of related party transactions
The deposit interest rate of the company in Guoneng finance shall be implemented in accordance with the deposit interest rate issued by National Energy Group Finance Co., Ltd., which is within the floating range of deposit interest rate uniformly issued by the people's Bank of China and is not lower than the deposit interest rate implemented by major commercial banks in China.
In principle, the loan interest rate under the credit line of the financial service agreement signed between the company and Guoneng finance shall not be higher than the interest rate determined by China's major commercial banks to provide the same kind of loan services to the company and its holding subsidiaries. If the holding subsidiary of the company uses the credit line, it needs to conduct a separate credit review, and the guarantee method and loan interest rate shall be determined according to the review. For other financial services except deposits and loans, the charging standard shall not be higher than (or equal to) the same level of business expenses of other financial institutions in China.
4、 Main contents of financial services agreement
On October 30, 2020, the company officially signed the financial service agreement with Guoneng finance. In April 2021, as the company completed the asset transfer of major asset restructuring, the company signed the supplementary agreement on financial services with Guoneng finance, which The loan related party transaction limit has been re agreed (for details, see the relevant announcements disclosed by the company in China Securities Journal, securities times and cninfo online on October 31, 2020 and May 21, 2021, Announcement No. 2020-120 and 2021-058). 5、 Risk assessment
In order to reduce the risk of this connected transaction as much as possible, the company has assessed the risk of deposits and loans in Guoneng Finance on the basis of appropriate investigation and verification, It also disclosed the risk assessment report on the related deposits and loans and other financial businesses of the company and National Energy Group Finance Co., Ltd. (hereinafter referred to as the risk assessment report) (see the risk assessment report disclosed by the company on cninfo website on August 18, 2021 for details). The company believes that "National Energy Group Finance Co., Ltd. shall strictly comply with the measures for the administration of enterprise group financial companies (CBRC order [2006] No. 8) issued by the Bank Of China Limited(601988) supervision and Administration Commission According to the company's understanding and evaluation of risk management, no major defects have been found in the risk management of Guoneng finance, and there are no risk problems in the related deposit and loan and other financial businesses between the company and Guoneng finance. "
6、 Transaction purpose and impact on the company
Guoneng finance, formerly known as Shenhua Finance Co., Ltd., as a non bank financial institution established with the approval of Bank Of China Limited(601988) Insurance Regulatory Commission, has various qualifications to provide financial services for enterprise group member units, and all indicators meet the provisions of the measures for the administration of enterprise group financial companies. When handling deposit, credit, settlement and other financial services for the company, Guoneng finance follows the principles of equality and voluntariness, complementary advantages, mutual benefit and win-win cooperation, which is conducive to optimizing the company's financial management, improving the efficiency of capital use, reducing financing costs and financing risks, and providing financial support and smooth financing channels for the company's long-term development.
7、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of the year to the disclosure date, the total amount of various related party transactions with national energy group and its affiliated enterprises was about 20.77 million yuan.
Before the occurrence of this related party transaction, the related party transactions that have occurred within 12 months but fail to meet the review and disclosure standards are as follows:
Content and date of the target amount of the affiliated company's related party
(10000 yuan)
Guodian Changyuan Hanchuan No.1 Power Generation Guoneng boiler pressure vessel inspection 85 accepted labor service in February 2022
Limited Company Limited
Guodian Changyuan Hanchuan first power generation Guoneng Zhishen Control Technology Co., Ltd. 110 accepted labor service in February 2022
Limited company
Guoneng Changyuan Hanchuan Power Generation Co., Ltd. Guoneng Zhishen Control Technology Co., Ltd. 112 received labor services in February 2022
Guodian Changyuan Hanchuan No.1 Power Generation Yantai Longyuan Power Technology Co., Ltd. 1158 received labor services in February 2022
8、 Prior approval and independent opinions of independent directors
The completion of the company's deposit and loan related party transactions in 2021 and the expected situation in 2022 have been approved in advance by the independent directors of the company, who have expressed independent opinions. The independent directors of the company believe that the actual number of deposit and loan related party transactions of the company in 2021 does not exceed the expected number, which is in line with the relevant regulations of the exchange. The deposit and loan related party transactions expected by the company in 2022 meet the needs of the company's normal production and operation and are conducive to the normal development of the company's production and operation activities. The above-mentioned related party transactions follow the general commercial principles, the price is fair, and fully reflect the transaction principles of fairness, voluntariness, equivalence and compensation, which is conducive to optimizing the company's financial management, improving the efficiency of capital use, reducing financing costs and financing risks, and will not damage the interests of the company, shareholders, especially small and medium-sized shareholders.
9、 Documents for future reference
1. Resolutions of the 25th meeting of the ninth board of directors of the company;
2. Opinions of independent directors at the 25th meeting of the ninth board of directors of the company;
3. Business license of Guoneng finance;
4. National Energy Finance license;
5. Overview of related party transactions of listed companies.
It is hereby announced.
Chn Energy Changyuan Electric Power Co.Ltd(000966) board of directors February 19, 2022
