Citic Securities Company Limited(600030)
About Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552)
Verification opinions on the prediction of daily connected transactions in 2022
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, Prudential verification has been conducted on the matters related to the company’s expected daily connected transactions in 2022 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、 Basic information of related party transactions in 2022
(I) overview of daily connected transactions
1. The company held the fifth meeting of the 10th board of directors on February 28, 2022, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022.
2. During the deliberation of the proposal, seven affiliated directors Yang Xianchun, Gou Xiaodi, Chen Hu, Gao Hongjie, Zhang Fenggang, Zhang Dejun and Shao Sihua avoided voting, and all non affiliated directors of the company attending the meeting agreed to the proposal. 3. The proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. Related parties interested in related party transactions will avoid voting at the general meeting of shareholders.
According to the daily production and operation needs of the company, it is estimated that in 2022, the company and its subsidiaries intend to have frequent operating related party transactions with the controlling shareholder Jingyuan Coal Industry Group Co., Ltd. (hereinafter referred to as “Jingyuan Coal Group”) and its subordinate enterprises, Yaojie Coal Power Group Co., Ltd. (hereinafter referred to as “Yaojie Coal Power”), involving the purchase of goods, materials, projects Services, selling goods, materials and services to related parties. In 2021, the actual amount of the above daily related party transactions was 3393228 million yuan. It is estimated that the total amount of daily related party transactions in 2022 will be 4363379 million yuan, including 2580306 million yuan purchased from related parties and 1786073 million yuan sold to related parties.
Gansu Huaneng Group Co., Ltd. (hereinafter referred to as “No.1 Coal Engineering Group”), Gansu Huaneng Group Co., Ltd. (hereinafter referred to as “No.1 Coal Engineering Group”) and its affiliated enterprises (hereinafter referred to as “Liuyi Coal Engineering Co., Ltd”) Gansu Jingmei Real Estate Development Co., Ltd. (hereinafter referred to as “real estate company”) and Jingyuan Coal Yili Resource Development Co., Ltd. (hereinafter referred to as “Yili company”).
(II) estimated category and amount of daily connected transactions
The company expects that the daily related party transactions with related parties in 2022 are as follows:
Related party transactions related party transactions related party transactions fixed contract signing amount has occurred in the previous year as of the disclosure date, and the content price principle or estimated amount of related parties (10000 amount (10000 yuan) yuan)
Liuhua group purchased materials market / bidding price 335.00 21.10 310.60
Purchase materials from the related party No.1 coal mining company in the market / bidding price of 250.00 0.00 0.00
Purchase of raw materials Yaojie Coal and electricity procurement material market / bidding price 50.00 0.00 1.65
Subtotal — 635.00 21.10 312.25
Liuhua group coal market price 1312991 947.63852135
Liuhua group automobile market price 330275 96.14276229
Government pricing of water and electricity charges of Jingmei group 16.53 2.14 24.85
Government pricing of water and electricity of coal first company 671.64 3.67 410.18
Selling water and electricity charges of Huaneng company to related parties at the government price of 441.43 0.78 207.99
The market price of products sold and materials sold by the first coal company is 236.35 0.49 188.62. The market price of heating of the first coal company is 1.81 0.00 1.81
Subtotal — 17800421050851211709
Telephone fee and Internet market price 12.26 0.00 18.97 fee
The market price of Jingmei group and training fee is 27.50 0.00 27.51. The market price of labor fee of subordinate enterprises raised from related parties is 7.95 0.00 6.41. The market price of labor equipment leasing
2.60 0.00 2.57
Market price of design supervision fee 10.00 0.00 11.32
Subtotal — 60.31 0.00 66.78
Engineering construction market of coal first company / bidding price 1584896 0.001365269
Huaneng engineering construction market / bidding price 693106 0.00416744
Accept the labor cleaning fees provided by the related party coal No. 1 company for operation and maintenance and market / bidding price 180950 15.09179954
Jingmei group training fee market / bidding price 537.85 0.00 411.64
Jingmei group hotel catering market price 8.20 0.00 7.51
Government pricing of heating fee of Huaneng company 12.00 0.00 0.00
Liuhua group rental fee market / bidding price 20.49 0.00 189.93
Subtotal — 2516806 15.092110774
Subtotal 43663791087043360386
Note: due to the large number of affiliated enterprises and units, and the expected telephone and network expenses, training expenses, labor expenses and design expenses related to the company
The amount of supervision fees, equipment leasing and other related transactions is small, which is summarized and listed in the above table.
2、 Actual occurrence of daily related party transactions in the previous year
The daily related party transactions between the company and related parties in 2021 are as follows:
Actual amount of related party transactions actual amount of related party transactions actual amount of related party transactions actual amount and date of disclosure
Index of the difference between the content amount of related parties (ten thousand yuan) and the estimated amount of similar businesses
(yuan) proportion (%) (%)
On March 31, 2021, cnchao Liuhua group purchased materials 310.60 280.00 1.01 10.93 information network “announcement on purchasing raw materials expected from daily connected transactions from connected persons in 2021” 202121
Yaojie Coal and electricity procurement materials 1.65 0.00 0.01 100.00 none
Subtotal – 312.25 280.00 —
Liuhua group coal 852135605467 2.12 40.74 ibid., disclosure date and index
Jingmei group coal 0.00 0.2 0.00 – 100.00 ibid., disclosure date and index
Liuhua Group Automobile 276229242200 33.52 14.05 ibid., disclosure date and index
Mechanical products of coal No.1 company 219.47 0 2.61 100.00 none
Huaneng machinery products 53.50 0.64 100.00 none
Yaojie Coal electric machinery products 54.87 0.65 100.00 none
Selling water and electricity expenses of Jingmei group to related parties 24.85 18.87 0.03 31.69%, the same as the disclosure date and index
For products sold, the water and electricity cost of Shangmei No. 1 company is 410.18 410.08 0.43 0.02%, the same as the disclosure date and index, and the water and electricity cost of Huaneng company is 207.99 29.99 0.22 593.53%, the same as the disclosure date and index
Material sales of coal No.1 company 188.62 223.43 49.91 – 15.58%, the same as the disclosure date and index
Coal first heating company 1.81 1.80 0.01 0.56% ditto disclosure date and index
Subtotal – 1244493916104 —
Telephone charges and network charges 18.97 10.27 16.82 84.71 ibid., disclosure date and index charges
Jingmei group and training fee 27.51
