Citic Securities Company Limited(600030)
About Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552)
Verification opinions on related party transactions
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) as the sponsor of Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) (hereinafter referred to as ” Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) ” or “the company”), in accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, The company has carefully verified the matters related to the construction related party transactions of Jingtai coal industry project, the acquisition of shares of Nongsheng chemical industry and related party transactions of its holding subsidiary, which were considered at the fifth meeting of the 10th board of directors. Based on the principle of independent judgment, the verification opinions are as follows:
1、 Overview of related party transactions
(I) related party transactions of Jingtai coal engineering construction
1. The baiyanzi mine and coal washing plant project of Jingtai Coal Industry Co., Ltd. (hereinafter referred to as “Jingtai coal industry”), the holding subsidiary of the company, is currently in the construction stage. According to the needs of the project construction, Gansu Huaneng Engineering Construction Co., Ltd. (hereinafter referred to as “Huaneng company”) won the bid and is responsible for the first horizontal shaft bottom yard, auxiliary transportation crosscut The installation of conveyor crosscut, auxiliary inclined shaft, lifting machine room and lifting equipment, the construction of level-1 main substation, drainage pump house, level-1 section shaft and roadway project, bathroom lamp room joint building and earthwork of industrial site, etc. Gansu coal First Engineering Co., Ltd. (hereinafter referred to as “coal first company”) won the bid and was responsible for the construction of ground explosive warehouse project of mine and coal preparation plant. The total price of the project is 685115 million yuan, including 659515 million yuan signed by Huaneng company and 2.56 million yuan signed by No. 1 coal company.
2. Jingtai Coal Industry Co., Ltd. is a holding subsidiary of the company, and the counterparties Huaneng company and coal No. 1 company are wholly-owned subsidiaries of Jingyuan Coal Industry Group Co., Ltd. (hereinafter referred to as “Jingtai coal group”), the controlling shareholder of the company. According to the stock listing rules of Shenzhen Stock Exchange and other relevant regulations, this project construction constitutes a related party transaction, It does not constitute a major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies.
3. In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant provisions, this connected transaction shall be submitted to the board of directors of the company for deliberation, and it is not necessary to submit it to the general meeting of shareholders for deliberation.
(II) acquisition of shares of Nongsheng chemical and related party transactions
1. Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) (hereinafter referred to as “the company”) has a relationship with Gansu Liuhua (Group)
Limited liability company (hereinafter referred to as “Liuhua group”) plans to sign the equity transfer agreement, and the company plans to acquire Liuhua
The group holds 100% equity of Baiyin Nongsheng Chemical Co., Ltd. (hereinafter referred to as “Nongsheng chemical”) and undertakes
In connection with the rights and obligations of shareholders, after this equity acquisition, the company holds 100% equity of Nongsheng chemical
Chemical will become a wholly-owned subsidiary of the company. Based on Shenzhen Pengxin assets appraisal Land Real Estate Appraisal Co., Ltd
On the basis of the asset appraisal report provided by the company, the purchase price is determined to be 2256997 million through consultation
Yuan.
2. Liuhua group is the controlling shareholder of the company Jingyuan Coal Industry Group Co., Ltd. (hereinafter referred to as “Jingmei”)
Nongsheng chemical is a wholly-owned subsidiary of Liuhua group, and this transaction constitutes a related party transaction
It is easy and does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
3. According to the stock listing rules of Shenzhen Stock Exchange and the self discipline supervision of listed companies of Shenzhen Stock Exchange
Regulatory guidelines No. 1 – standardized operation of listed companies on the main board, articles of association and other relevant provisions
The transaction matters need to be submitted to the board of directors of the company for deliberation and need not be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
(I) Gansu Huaneng Engineering Construction Co., Ltd
Company name: Gansu Huaneng Engineering Construction Co., Ltd
Unified social credit code 91620400745881324q
Legal representative: Jiang Xusheng
Enterprise type Co., Ltd
Date of establishment: March 31, 2003
Registered capital: 50 million yuan
Registered address: No. 21 Daqiao Road, Pingchuan District, Baiyin City, Gansu Province
Intelligent building construction; Coal mining; Mining of mineral resources (non coal mines); Geological exploration of metallic and non-metallic mineral resources; Installation, transformation and repair of special equipment; Installation, maintenance and test of power transmission, power supply and receiving facilities; Geological disaster control engineering construction; General contracting of housing construction and municipal infrastructure projects; Electrical installation services; Residential interior decoration; Construction professional operation; Business scope: construction labor subcontracting; Construction of fire fighting facilities; Demolition of buildings (except blasting); Food sales; Retail of tobacco products; Drug retail; Road cargo transportation (excluding dangerous goods); Accommodation services; Food and Beverages; Mineral resources exploration; Construction engineering survey; Geological disaster control engineering exploration; Life beauty services; Construction project construction. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Huaneng company is a wholly-owned subsidiary of Jingmei group and an affiliated legal person of the company. Huaneng company is a national first-class general contracting enterprise for mining engineering construction and housing construction engineering construction and a second-class mechanical and electrical installation enterprise approved by the Ministry of construction. It has four mining construction engineering branches, four construction engineering branches and one mechanical and electrical installation engineering branch. It also has machine repair, prefabricated component production and diversified operation companies and national second-class qualified material laboratory, 1560 sets of various construction equipment, with an annual workload of more than 300 million yuan, with long-term performance capacity.
As of December 31, 2021, Huaneng had total assets of 5338279 million yuan and net assets of 48.054 million yuan. In 2021, it realized operating income of 3822467 million yuan and net profit of 114600 yuan (Unaudited).
Huaneng company is not a dishonest person.
(II) Gansu coal First Engineering Co., Ltd
Company name: Gansu coal First Engineering Co., Ltd
Unified social credit Code: 91620400924764270u
Legal representative: Dang Qingye
Enterprise type limited liability company
Date of establishment: February 23, 1999
The registered capital is 519926 million yuan
Registered address: No. 1003, Changzheng East Road, Pingchuan District, Baiyin City, Gansu Province
Intelligent building construction; Construction project construction; General contracting of housing construction and municipal infrastructure projects; Construction engineering design; Building intelligent system design; Construction professional operation; Blasting operation; Demolition of buildings (except blasting); Construction of fire fighting facilities; Geological disaster control engineering construction; Coal mining; Mining of mineral resources (non coal mines); Installation, transformation and repair of special equipment; Business scope: residential interior decoration; Installation, maintenance and test of power transmission, power supply and receiving facilities; Construction labor subcontracting; Road cargo transportation (excluding dangerous goods); Electrical installation services; Construction engineering survey; Geological disaster control engineering exploration; Mineral resources exploration; Geological exploration of metallic and non-metallic mineral resources. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Coal No. 1 company is a wholly-owned subsidiary of Jingmei group and is an affiliated legal person of the company. Coal No. 1 company is an enterprise with grade I qualification for general contracting of mining engineering and housing construction engineering and grade II qualification for general contracting of mechanical and electrical installation engineering approved by the Ministry of construction. It passed the ISO9001 quality management system certification in 2000 and the “four standards in one” certification of quality, environment, occupational health and safety management system and quality management of engineering construction enterprises in 2007, Strong construction ability in mine, construction, electromechanical installation and other projects.
As of December 31, 2021, the total assets of coal No. 1 company are 5599753 million yuan, and the net assets are 790616 million yuan. In 2021, the operating income is 5879565 million yuan and the net profit is 172 thousand yuan (Unaudited).
The first coal company is not the person who has broken his promise.
Gansu Liuhua (III) Group Co., Ltd
Company name: Gansu Liuhua (Group) Co., Ltd
Unified social credit code 916200 Shenzhen Leaguer Co.Ltd(002243) 72022c
Legal representative: Liu Feng
Enterprise type one person limited liability company
Date of establishment: July 15, 1997
The registered capital is Anhui Wanyi Science And Technology Co.Ltd(688600) 0 yuan
Registered address: No. 38, Liujiaxia Chemical Road, Yongjing County, Linxia Prefecture, Gansu Province
Chemical fertilizer, chemical raw materials and products “(including liquid ammonia, ammonia, urea, methanol, oxygen, carbon dioxide, nitrogen and argon)” (the validity period of work safety license is up to July 7, 2020). Production, processing, wholesale and retail of plastic woven bags, stainless steel pipes and building materials, wholesale and retail of daily necessities, chemical machinery and equipment and accessories; Production, processing, wholesale and retail of melamine and catalyst products (excluding hazardous chemicals), liquid fertilizer and cinder (ash); Trial production and sales of concentrated nitric acid, dilute nitric acid and nitro compound fertilizer (excluding hazardous chemicals, which are only operated by branches); House leasing; Restaurant; get accommodation; Bathing; Heating supply and delivery, commuting of employees and their families, garage management fees, greening and sanitation, property fees. (projects subject to approval according to law can only be operated after being approved by relevant departments)
Liuhua group is a wholly-owned subsidiary of Jingmei group, the controlling shareholder of Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) and its equity relationship with Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) is as follows:
Liuhua group is the backbone enterprise of chemical fertilizer production in Gansu Province. It has an annual production capacity of 400000 tons of synthetic ammonia, 700000 tons of urea and 100000 tons of methanol. It has a world-leading 200000 tons of natural gas to purification device and China’s most advanced 300000 tons of urea energy-saving technology transformation project. At the same time, it is also engaged in oxygen, nitrogen, liquid ammonia, liquid carbon dioxide, phosphate fertilizer, catalyst, compound fertilizer More than 50 kinds of products such as woven bags.
As of December 31, 2021, Liuhua group had total assets of 1793878 million yuan and net assets of 2559382 million yuan. In 2021, it realized operating income of 12210727 million yuan and net profit of – 1995182 million yuan (audited).
Liu Hua group is not a person who has broken his promise.
3、 Basic information of related party transactions
(I) related party transactions of Jingtai coal engineering construction
The objects of this related party transaction are the installation of a horizontal shaft bottom yard, auxiliary transportation crosscut, conveyor crosscut, auxiliary inclined shaft lifting machine room and lifting equipment, a horizontal main substation and drainage pump room, a horizontal section 1 shaft and roadway project, the joint construction of bathroom lamp room, industrial site earthwork, ground explosives warehouse and other related projects in baiyanzi coal mine of Jingtai coal industry. The main contents are as follows:
1. All contents within the design scope of construction drawings of a horizontal shaft bottom yard, a horizontal auxiliary transportation crosscut, a horizontal belt conveyor crosscut and auxiliary shaft and roadway works, with a construction period of 356 days.
2. Auxiliary inclined shaft lifting machine room project, with a construction period of 150 days.
3. Installation of auxiliary inclined shaft hoisting equipment, with a construction period of 50 days.
4. All contents within the design scope of the construction drawings of the first horizontal main substation, the first horizontal main drainage pump house, the first horizontal main drainage pipeline, the first horizontal sump and channel mine construction project, with a construction period of 178 days.
5. The construction period of shaft and roadway works in level 1 section of phase II of mine construction is 225 days.
6. The civil engineering and installation works in the construction drawing of the combined building of bathroom and lamp room, with a construction period of 330 days.
7. Earthworks of industrial site, with a construction period of 30 days.
8. The construction period of civil engineering and installation works in the construction drawing of ground explosive warehouse is 90 days.
(II) acquisition of shares of Nongsheng chemical and related party transactions
1. Subject matter of transaction
Company name: Baiyin Nongsheng Chemical Co., Ltd
Unified social credit code 91620400ma73jk0e5h
