Chn Energy Changyuan Electric Power Co.Ltd(000966)
The 25th meeting of the 9th board of directors
Opinions of independent directors
As an independent director of the company, I attended the 25th meeting of the ninth board of directors of Chn Energy Changyuan Electric Power Co.Ltd(000966) (hereinafter referred to as the company). In accordance with the provisions of relevant laws, regulations and normative documents, I carefully reviewed the proposals prepared at the meeting before the meeting, and now give independent opinions on the relevant proposals as follows:
1、 Proposal on the completion of the company’s daily related party transactions in 2021 and the expected situation in 2022
(I) main contents of the motion
In 2021, the company expects the total amount of daily related party transactions to be 9703.13 million yuan, and the actual amount is about 6790.63 million yuan, which does not exceed the expected amount.
In 2022, the total amount of related party transactions between the company and its controlling shareholder, National Energy Investment Group Co., Ltd. and its affiliated enterprises in terms of purchasing materials, purchasing fuels, selling goods and accepting labor services is expected to be 11495.7 million yuan. (II) the basis for expressing opinions and the legality and compliance of the matters involved in the motion
The above-mentioned daily related party transactions of the company comply with the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 1 – standardized operation of main board listed companies, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 7 – transactions and related party transactions, and the articles of association.
(III) impact on the rights and interests of listed companies and minority shareholders
We believe that the actual number of daily connected transactions of the company in 2021 does not exceed the expected number, which is in line with the relevant provisions of the exchange. The review and confirmation procedures of the board of directors on the actual occurrence of the company’s daily related party transactions in 2021 are legal and compliant. Its explanation of the large difference between the actual occurrence of related party transactions such as purchasing materials, purchasing fuel and receiving labor services is in line with the coal market situation and the actual situation of the company in 2021, and there are no false, misleading statements or major omissions. The daily related party transactions expected by the company in 2022 are based on the needs of the company’s normal production and operation, which is necessary and beneficial. The above related party transactions closely related to production and operation comply with the principles of fairness, openness and impartiality and do not affect the independence of the company. The transaction follows the general commercial principles and the price is fair and will not damage the interests of the company, shareholders, especially minority shareholders.
(IV) concluding observations
Agree to the proposal on the completion of the company’s daily related party transactions in 2021 and the expected situation in 2022, which needs to be submitted to the general meeting of shareholders of the company for deliberation. 2、 Proposal on the completion of deposit and loan related party transactions of the company in 2021 and the expected situation in 2022
(I) main contents of the motion
From January to December 2021, the maximum amount of deposit balance of the company and its holding subsidiaries in Guoneng finance was 1.188 billion yuan, which did not exceed the annual expected amount of 2 billion yuan. The credit granted by Guoneng finance 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.
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.
(II) the basis for expressing opinions and the legality and compliance of the matters involved in the motion
The above deposit and loan related party transactions of the company comply with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies of Shenzhen stock exchange No. 7 – transactions and related party transactions, and the articles of association.
(III) impact on the rights and interests of listed companies and minority shareholders
We 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 provisions 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.
(IV) concluding observations
We agree to the proposal on the completion of the company’s deposit and loan related party transactions in 2021 and the expected situation in 2022, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Proposal on the completion of related party transactions of the company’s leased properties in 2021 and the expected situation in 2022
(I) main contents of the motion
In 2021, Guoneng Changyuan Wuhan Industry Co., Ltd. (hereinafter referred to as Wuhan industry), a wholly-owned subsidiary of the company, received rent from related parties of about 5.7333 million yuan and property fee of about 2.4185 million yuan. The above revenue totaled 8.1518 million yuan, which did not exceed the estimated 11.1 million yuan at the beginning of the year.
In 2022, it is expected that Wuhan industry will continue to lease some properties to the units in Han under the national energy group, with a rent of no more than 9.5 million yuan, a property fee of no more than 3.5 million yuan, and a total income of no more than 13 million yuan.
(II) the basis for expressing opinions and the legality and compliance of the matters involved in the motion
The above-mentioned related party transactions of the leased property of the company comply with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, and the articles of association.
(III) impact on the rights and interests of listed companies and minority shareholders
We believe that the actual number of related party transactions of the leased property of the company in 2021 does not exceed the expected number, which is in line with the relevant provisions of the exchange. The related party transactions of the leased property in 2022 expected by the company are based on the needs of normal production and operation of Wuhan industry. The leasing of its property by Wuhan industry is necessary and beneficial to increase its operating income, and will not damage the interests of the company, shareholders, especially small and medium-sized shareholders.
(IV) concluding observations
Agree to the proposal on the completion of related party transactions of leased properties in 2021 and the expected situation in 2022, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 Proposal on write off of long-term current accounts
(I) main contents of the motion
Write off the long-term accounts receivable of Guoneng Changyuan Jingzhou Thermal Power Co., Ltd. (hereinafter referred to as Jingzhou company), a wholly-owned subsidiary of the company, with an amount of 281000 yuan. Due to the full provision for impairment, this write off will not affect the current profit and loss.
(II) the basis for expressing opinions and the legality and compliance of the matters involved in the motion
The write off of receivables of Jingzhou company, a wholly-owned subsidiary of the company, complies with the relevant provisions of the current accounting standards for business enterprises and the management measures for the recognition and write off of asset impairment of the company (revised in 2015).
(III) impact on the rights and interests of listed companies and minority shareholders
We believe that the company has performed the necessary legal proceedings and recovery procedures for the write off of receivables, and the write off procedures and accounting treatment comply with the relevant provisions of the accounting standards for business enterprises. Before the write off, the company has fully accrued the impairment provision for the above write off matters, which will not affect the current profit and loss. The purpose of this write off is to more accurately reflect the company’s financial situation and operating results, and help the company provide more authentic and reliable accounting information to the society. The working procedures for the write off of long-term accounts receivable are compliant and the accounting treatment is correct, which will not damage the interests of the company, shareholders, especially small and medium-sized shareholders.
(IV) concluding observations
Agree to the proposal on write off of long-term current accounts.
5、 Special opinions on the large deviation between the actual amount of some daily related party transactions of the company in 2021 and the estimated amount at the beginning of the year
(I) basic information
In 2021, in the company’s daily related party transactions, the actual amount of some items such as purchasing materials, purchasing fuel and receiving labor services deviated from the estimated amount at the beginning of the year by more than 20%.
(II) relevant instructions of the board of directors
The board of directors of the company believes that: in the daily related party transactions of the company, the amount of materials purchased from the distribution of national energy materials and national energy is lower than the expected amount, which is mainly due to the delayed commencement of some photovoltaic projects of the company and the failure to complete the procurement of relevant equipment components required by the project within 2021, resulting in a large amount of materials purchased from the distribution of national energy materials and national energy lower than the expected amount; The amount of fuel purchased from Guoneng is lower than expected, mainly because the company has reduced the amount of coal purchased from Guoneng according to the coal market supply situation and price changes in 2021; In the related party transaction of accepting labor services, the actual amount with Longyuan Boqi exceeded the expected amount, mainly because the actual power generation of Hanchuan power generation and Hanchuan No.1 Power Generation in 2021 was higher than the expected power generation at the beginning of the year, resulting in the payment of desulfurization and denitration electricity fees to Longyuan Boqi higher than the expected amount, but according to the caliber of the same controller, the total amount of accepting labor services did not exceed the expected amount.
(III) special opinions of independent directors
According to the relevant requirements of Shenzhen Stock Exchange, the independent directors of the company checked the actual situation of some daily connected transactions of the company in 2021, which was quite different from the expected situation. After verification, we believe that the review and confirmation procedures of the board of directors on the actual occurrence of the company’s daily related party transactions in 2021 are legal and compliant, and its interpretation of the actual occurrence of related party transactions such as purchasing materials, purchasing fuel and receiving labor services is significantly different from the expected number, which is in line with the coal market situation and the actual situation of the company in 2021, and there is no false Misleading statements or material omissions. The daily related party transactions of the company in 2021 are based on the needs of the company’s normal production and operation. The related party transactions comply with the principles of fairness, openness and impartiality, do not affect the independence of the company, and will not damage the interests of the company, shareholders, especially minority shareholders.
Independent directors: Zhou Biao, Tang Xiangxi, Wang zongjun February 11, 2022
Chn Energy Changyuan Electric Power Co.Ltd(000966)
The 25th meeting of the 9th board of directors
Signature page of opinions of independent directors
Signature of all independent directors:
Zhou Biao
Tang Xiangxi
Zong Jun Wang
