Citic Securities Company Limited(600030)
About Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552)
2021 annual recommendation work report
Name of the sponsor: Citic Securities Company Limited(600030) abbreviation of the sponsor: Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552)
Name of sponsor representative: Li Zeyou Tel: 18611812161
Name of sponsor representative: Li Ning Tel: 13426320520
1、 Overview of sponsor work
Project work content
1. Review of the company's information disclosure
(1) Whether the company's information disclosure documents are reviewed in time
(2) The number of times that the company's information disclosure documents are not reviewed in time is none
2. Supervise the company's establishment, improvement and effective implementation of rules and regulations (1) whether to supervise the company to establish and improve rules and regulations (including but not limited to)
It is not limited to the system of preventing related parties from occupying the company's resources
Fund management system, internal control system, internal audit system and related party transaction system)
(2) Whether the company effectively implements relevant rules and regulations is
3. Supervision of raised funds
(1) Query the times of the company's special fund-raising account, and the recommendation institution shall query the fund changes of the company's special fund-raising account and the withdrawal and use of large amount of funds every month
(2) Is the progress of the company's fund-raising project consistent with the information disclosure document
Consistency of parts 4 Corporate governance supervision
(1) The number of attendance at the general meeting of shareholders of the company is 0
(2) Number of attendance at the board of directors of the company 0
(3) Number of non voting attendance at the board of supervisors of the company 0
5. On site inspection
(1) Number of on-site inspections 1
(2) Whether the on-site inspection report is submitted in accordance with the provisions of the exchange yes
(3) The main problems found in the on-site inspection and the rectification are none
6. Expression of independent opinions
Project work content
(1) Number of independent opinions 9
(2) Issues involved in issuing non consenting opinions and concluding comments none
7. Report to the Institute (except for the on-site inspection report)
(1) No number of reports to the exchange
(2) The main contents of the report are none
(3) No progress or rectification of the reported items
8. Pay attention to the performance of duties
(1) Whether there are matters needing attention none
(2) Main contents of concerns none
(3) No progress or rectification of concerns
9. Whether the records and custody of the working papers of the recommendation business are in compliance
10. Training for listed companies
(1) Training times 1
(2) Training date: December 8, 2021
Train the listed company's governance, the responsibilities of directors, supervisors and senior managers, the main content requirements of related party transactions (3) training and the use of raised funds, and communicate with the company's trainees on common problems during the continuous supervision period
11. Other sponsor work that needs to be explained is not applicable
2、 Problems found by the sponsor and measures taken
Problems and measures taken
1. Information disclosure is not applicable
2. The establishment and implementation of the company's internal system are all applicable
3. The operation of the "three sessions" is applicable
4. Changes in controlling shareholders and actual controllers are applicable
5. The deposit and use of raised funds are applicable
6. Connected transactions are not applicable
7. All external guarantees are applicable
8. Acquisition and sale of assets are applicable
9. Other business categories and important matters (including external
Investment, venture capital, entrusted financial management and financial assets are all applicable
Assistance, hedging, etc.)
10. The allocation of the issuer or the intermediary agency it employs is not applicable
Co sponsor work
Problems and measures taken
11. Others (including business environment, business development
Financial status, management status and core technology are all applicable
(major changes in surface)
3、 Performance of commitments of the company and shareholders
Whether the commitments of the company and shareholders are fulfilled, the reasons for non fulfillment of commitments and Solutions
1. Commitment to share reform Jingyuan Coal Industry Group Co., Ltd. promises to reduce the holding price: Jingyuan Coal Industry holds Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) the shares after the expiration of the commitment lock-in period, The reduction price shall not be less than 6 yuan / share (if the listed company has ex rights matters such as dividend, share distribution, conversion of capital reserve and so on from the implementation date of the non tradable share reform plan to the sale of shares, the price shall be ex rights).
If Jingyuan Coal has a sale transaction in violation of its commitment, Jingyuan Coal will transfer the sale funds to the account of the listed company
The account is owned by all shareholders. Note: the company paid a cash dividend of 0.6 yuan for every 10 shares in 2008, 0.5 yuan for every 10 shares in 2009 and every 10 shares in 2010
Cash dividend of 0.3 yuan per share. Cash dividend of 0.3 yuan for every 10 shares in 2011, 1.4 yuan for every 10 shares in 2012, and 10 shares for every 10 shares, which is not applicable in 2013
In, the cash dividend was 1 yuan for every 10 shares, 0.3 yuan for every 10 shares in 2014, 1 bonus share for every 10 shares in 2015, and 0.4 yuan in cash for every 10 shares
10 shares were converted into 9 shares. In 2016, RMB 0.2 was distributed for every 10 shares, RMB 1 was distributed for every 10 shares in 2017, and RMB 1 was distributed for every 10 shares in 2018,
In 2019, 1 yuan will be distributed for every 10 shares, 1 yuan will be distributed for every 10 shares in 2020, and 1 yuan will be distributed for every 10 shares in the half year of 2021
The minimum reduction price promised is adjusted to 0.8175 yuan. If the number of shares sold by Jingyuan Coal Industry through the listing and trading of Shenzhen Stock Exchange reaches 1% of the total shares of the company, it will timely perform the obligation of announcement within two working days from the date of this fact. 2. Commitments made in the acquisition report or equity change report Gansu energy and Chemical Investment Group Co., Ltd. on horizontal competition, related party transactions and capital occupation: 1. After the completion of this equity transfer, energy and chemical group will integrate its control with Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) exchange by means of asset injection, asset transfer, closure or suspension of relevant businesses, divestiture and so on within five years
Other enterprises engaged in the same or similar business shall eliminate horizontal competition to meet the requirements of relevant laws, regulations and the articles of association. 2. If Sinochem Group or its is not applicable
In case of horizontal competition or possible horizontal competition between the business opportunities obtained by other controlled enterprises and the business of Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) and its subsidiaries, Sinochem Group will immediately notify or urge other controlled enterprises to notify Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) and its subsidiaries, and shall promote the transfer of the business opportunities to Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) and its subsidiaries, Avoid horizontal competition or potential horizontal competition with Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) and its subsidiaries to ensure that the interests of other shareholders of Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) and its subsidiaries are not damaged. 3. Commitments made during asset restructuring
Commitments of Jingyuan Coal Industry Group Co., Ltd. on horizontal competition, related party transactions and capital occupation: 1. It is not applicable except those owned before the effective date of this commitment letter
The business of the company and its subsidiaries which may or may not compete with the business of the company and its subsidiaries in the future
Other enterprises that can compete. However, the following conditions are not met at the same time: (1) coal resources allocated to Jingmei group and its invested enterprises by government administration or directional agreement due to national regulations and policies; (2) When there are specific requirements for the bidder or transferee in the bidding, transfer and transfer conditions of a specific mining right, Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) does not meet these conditions, but Jingmei group does. 2. After the completion of this major asset restructuring, Jingmei group will no longer be directly engaged in coal production and operation business. For example, Jingmei group and its invested enterprises will stop operating the competitive business or incorporate the competitive business into the Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) operation in order to compete with the business operated by Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) and its subsidiaries, Or transfer competing businesses to unrelated third parties to avoid horizontal competition. 3. For the operating assets or equity assets of coal resource development projects obtained due to meeting the exclusions mentioned in Article 1 of this commitment, Jingmei group and its invested enterprises can invest and construct them first. Once Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) considers that the operating assets or equity assets of such projects meet the conditions for injection into Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) , Jingmei group will immediately negotiate with Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) on the acquisition after receiving Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) written acquisition notice, and transfer the operating assets or equity assets of these projects to Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) . Before both parties reach an agreement on the acquisition, the operating assets or equity assets of these projects are entrusted to Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) operation and management. 4. If Jingmei group and its invested enterprises violate any of the above commitments, they will compensate Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) for all direct and indirect losses. Jingyuan Coal Industry Group Co., Ltd. promises to regulate related party transactions: after the completion of this major asset reorganization, Jingyuan Coal Industry Group will continue to exercise shareholders' rights in strict accordance with the company law and other laws and regulations and Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) the articles of association, and perform the obligation of avoiding voting when voting on related party transactions related to the company's matters at the general meeting of shareholders. Jingmei group or other enterprises controlled and actually controlled by Jingmei group will strictly regulate the related party transactions with Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) . When conducting necessary and unavoidable related party transactions, ensure fair operation in accordance with the market-oriented principle and fair price, and perform the transaction procedures and information disclosure obligations in accordance with the provisions of relevant laws, regulations and normative documents. Guarantee not to damage the legitimate rights and interests of Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) and other shareholders through related party transactions. Jingmei group and Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) are related to each other
