Securities code: Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) securities abbreviation: Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) Announcement No.: 202212
Bond Code: 127027 bond abbreviation: Jingyuan convertible bond
Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552)
Announcement on project construction and related party transactions of Jingtai coal industry, a holding subsidiary
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
1、 Overview of related party transactions
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.
On February 28, 2022, the fifth meeting of the 10th board of directors of the company deliberated and adopted the proposal on the construction of Jingtai coal industry project and related party transactions of the holding subsidiary. The related directors Yang Xianchun, Gou Xiaodi, Chen Hu, Gao Hongjie, Zhang Fenggang, Zhang Dejun and Shao Sihua avoided voting when the board of directors deliberated the related party transaction proposal. The independent directors of the company have approved the transaction in advance and issued the opinions of independent directors.
2、 Basic information of related parties
1. 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; Business scope of residential interior decoration repair; Construction professional operation; 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 53382789754 yuan and net assets of 4800543187 yuan. In 2021, it realized operating income of 38242671134 yuan and net profit of 11461497 yuan (Unaudited).
Huaneng company is not a dishonest person.
2. 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); Special business scope: equipment installation, transformation and repair; 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. It has strong mine Construction capacity of construction, electromechanical installation and other projects.
As of December 31, 2021, the total assets of coal No. 1 company are 55997527127 yuan, and the net assets are 7906155208 yuan. In 2021, the operating income is 58795652178 yuan and the net profit is 1718493 yuan (Unaudited).
The first coal company is not the person who has broken his promise.
3、 Basic information of related party transactions
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.
4、 Pricing policy and basis of related party transactions
This related party transaction adopts the method of public bidding, and the contract price is determined through bidding. The pricing is based on the coal mine construction project budget, coal construction project budget quota and other relevant provisions, with reference to the market price of the same type of construction. According to the needs of mine construction, Jingtai coal industry entrusted the bidding agency to conduct public bidding for the construction of the above projects. According to the letter of acceptance, Huaneng company is determined to be responsible for the installation of a horizontal shaft bottom yard, a horizontal auxiliary transportation crosscut, conveyor crosscut, auxiliary inclined shaft lifting machine room and lifting equipment, a horizontal main substation and drainage pump house, and a horizontal section 1 shaft and roadway project, The total price of the project is 659515 million yuan; The first coal company is responsible for the construction of the ground explosive warehouse project, with a total price of 2.56 million yuan. According to the bidding documents and bidding results, both parties negotiated and signed the construction contract of construction project.
5、 Main contents of related party transaction agreement
1. Jingtai coal industry signed the construction contract with Huaneng company. The main contents of the contract are as follows: (1) project overview
Project Name: a horizontal shaft bottom yard, a horizontal auxiliary transportation crosscut, a horizontal belt conveyor crosscut and auxiliary shaft and roadway project.
Project location: Tiaoshan farm, Jingtai County, Baiyin City.
Project approval No.: gf-gny [2019] No. 590
Source of funds: self raised by the enterprise
Project content: all contents within the design scope of construction drawings of a horizontal shaft bottom parking lot, a horizontal auxiliary transportation crosscut, a horizontal belt conveyor crosscut and auxiliary shaft and roadway works.
(2) Contract duration
Total calendar days of construction period: 356 days. If the total calendar days of the construction period are inconsistent with those calculated on the planned commencement and completion date, the total calendar days of the construction period shall prevail.
(3) Quality standard
Code for engineering construction and acceptance (gbj213-90), standard for quality inspection and evaluation of coal mine shaft and roadway engineering and relevant technical specifications meet the requirements of engineering design documents and relevant specifications, and the engineering quality must meet the qualified standards. If there are newly issued relevant project quality standards and specifications, the newly issued ones shall prevail.
(4) Contract price and contract price form
The contract price is 13.95 million yuan
Form of contract price: fixed price contract.
2. Jingtai coal industry signed the construction contract with Huaneng company. The main contents of the contract are as follows: (1) project overview
Project Name: auxiliary inclined shaft hoisting machine room of baiyanzi mine and coal preparation plant.
Project location: Tiaoshan farm, Jingtai County, Baiyin City.
Project approval No.: gf-gny [2019] No. 590
Source of funds: self raised by the enterprise
Project content: Construction of civil engineering and decoration engineering, electrical engineering, heating, ventilation and water supply and drainage, and undertake the responsibility of project quality warranty. The details shall be subject to the bill of quantities and drawings.
(2) Contract duration
Total calendar days of construction period: 150 days. If the total calendar days of the construction period are inconsistent with those calculated on the planned commencement and completion date, the total calendar days of the construction period shall prevail.
(3) Quality standard
The project quality meets the qualified standard.
(4) Contract price and contract price form
The contract price is RMB 2.82 million
Contract price form: fixed unit price contract.
3. Jingtai coal industry signed the construction contract with Huaneng company. The main contents of the contract are as follows: (1) project overview
Project Name: installation of hoisting equipment for auxiliary inclined shaft of baiyanzi mine and coal preparation plant.
Project location: Tiaoshan farm, Jingtai County, Baiyin City.
Project approval No.: gf-gny [2019] No. 590.
Source of funds: self raised by the enterprise
(2) Contract duration
Total calendar days of construction period: 50 days. If the total calendar days of the construction period are inconsistent with those calculated on the planned commencement and completion date, the total calendar days of the construction period shall prevail.
(3) Quality standard
The project quality meets the qualified standard.
(4) Contract price and contract price form
The contract price is 495000 yuan
Form of contract price: fixed price contract.
4. Jingtai coal industry signed the construction contract with Huaneng company. The main contents of the contract are as follows: (1) project overview
Project Name: i-level main substation, i-level main drainage pump house, i-level main drainage pipeline, i-level sump and
