Securities code: Yunnan Energy Investment Co.Ltd(002053) securities abbreviation: Yunnan Energy Investment Co.Ltd(002053) Announcement No.: 2022021 Yunnan Energy Investment Co.Ltd(002053)
Announcement on signing the conditional effective share subscription agreement with Yunnan Energy Investment Group Co., Ltd. and Yunnan Yuntianhua Co.Ltd(600096) Group Co., Ltd
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
On March 1, 2022, the second extraordinary meeting of the board of directors of Yunnan Energy Investment Co.Ltd(002053) (hereinafter referred to as “the company” and ” Yunnan Energy Investment Co.Ltd(002053) “) in 2022 was voted by all non affiliated directors with 6 votes in favor, 0 against and 0 abstention, The proposal on signing the conditional effective share subscription agreement between Yunnan Energy Investment Co.Ltd(002053) and Yunnan Energy Investment Group Co., Ltd. Yunnan Yuntianhua Co.Ltd(600096) Group Co., Ltd. was passed. Related directors Li Qinghua, Teng Weiheng and Zhang Yan avoided voting on this proposal.
Yunnan Energy Investment Group Co., Ltd. (hereinafter referred to as “energy investment group”) is the controlling shareholder of the company, and Yunnan Yuntianhua Co.Ltd(600096) Group Co., Ltd. (hereinafter referred to as ” Yunnan Yuntianhua Co.Ltd(600096) group”) is the shareholder holding more than 5% of the shares of the company. Their subscription of the company’s non-public development of A-Shares constitutes a related party transaction. The company, energy investment group and Yunnan Yuntianhua Co.Ltd(600096) Group signed the conditional effective share subscription agreement on March 1, 2022 respectively. The details are announced as follows:
1、 Overview of related party transactions
1. The company plans to issue non-public shares (hereinafter referred to as “this offering” and “this non-public offering”) to no more than 35 (including 35) specific investors, including energy investment group and Yunnan Yuntianhua Co.Ltd(600096) group, Among them, the proposed subscription proportion of energy investment group shall not be less than 20% (including the number) of the non-public offering of A-Shares approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), and the proposed subscription proportion of Yunnan Yuntianhua Co.Ltd(600096) group shall be 10% of the non-public offering of A-Shares approved by China Securities Regulatory Commission. Energy investment group and Yunnan Yuntianhua Co.Ltd(600096) Group signed the conditional effective share subscription agreement with the company on March 1, 2022, respectively, to subscribe for the shares issued this time in cash.
2. Energy investment group is the controlling shareholder of the company and Yunnan Yuntianhua Co.Ltd(600096) group is the shareholder holding more than 5% of the shares of the company. According to the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction.
3. The company held the second extraordinary meeting of the board of directors in 2022 and the second extraordinary meeting of the board of supervisors in 2022 on March 1, 2022. The meeting deliberated and approved the proposals related to the non-public offering. In the voting of relevant proposals related to the above related transactions, the related directors avoided voting. The independent directors of the company have previously approved the related party transactions involved in this non-public offering and expressed their agreed independent opinions. The related party transaction still needs to be approved by the general meeting of shareholders, and the related shareholders will avoid voting at that time.
4. This non-public offering does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies. The issuance can only be implemented after obtaining the approval of the subject performing the responsibility of state-owned assets supervision and management, the deliberation and approval of the general meeting of shareholders of the company and the approval of China Securities Regulatory Commission.
2、 Basic information of related parties
(I) basic information of energy investment group
1. Basic information
Enterprise name: Yunnan Energy Investment Group Co., Ltd
Registered address: central control complex building of Yunnan Energy Investment Co.Ltd(002053) group, No. 616, Rixin Middle Road, Xishan District, Kunming, Yunnan
Registered capital: RMB 1165997624 million
Enterprise type: limited liability company
Legal representative: Sun Degang
Business scope: investment and management of power, coal and other energy; Investment and management of electric energy related industries and products such as environmental protection and new energy; Participate in the investment of oil and gas resources and pipe network projects; Investment and operation of other projects; Technical services, investment planning, consulting management and information services related to the investment industry.
2. History, main business development and financial data
Energy investment group was established in February 2012 according to the reply of Yunnan Provincial People’s Government on agreeing to establish Yunnan Energy Investment Group Co., Ltd. (yzf [2012] No. 4), with all the electric power and related equity assets of Yunnan Investment Holding Group Co., Ltd. (hereinafter referred to as “cloud Investment Group”) invested at book value as the paid in capital of the energy investment group. According to the articles of association of Yunnan Energy Investment Group Co., Ltd. and other relevant documents, as of the disclosure date of this announcement, Yunnan SASAC is the actual controller of energy investment group, and cloud investment group is the largest shareholder of energy investment group. The equity control relationship of energy investment group is as follows:
Energy investment group focuses on the three main industries of green energy, modern logistics and digital economy, and cooperatively develops the energy finance and energy construction sectors. Its business scope includes: actual investment, operation and management of power, coal, energy material trade, financial investment, energy equipment, ecological construction, environmental protection, chemical products and other businesses, as well as participating in the development, construction and construction of energy on behalf of Yunnan Province Equity investment and debt investment formed by operation and investment.
The brief financial data of energy investment group for the last year and the first period are as follows:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 21870475572056129027
Total liabilities 13822382331311612633
Total owner’s equity 804809324744516393
The owner’s right attributable to the parent company is 536794700 yuan, and the total profit is 592610955 yuan
Project from January to September 2021 to 2020
Operating income 10664758651315016376
Total profit 2895122028863102
Net profit 2676147724865372
18905275 net profit attributable to the owner of the parent company 25400947
Note: the data of December 31, 2020 / 2020 has been audited; The data of September 30, 2021 / January September 2021 are unaudited.
3. Association description
As of the disclosure date of this announcement, the energy investment group and its concerted party Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. held 443384575 shares of the company, accounting for 58.27% of the total share capital of the company, and the energy investment group was the controlling shareholder of the company.
4. The energy investment group does not belong to the dishonest executee.
(II) basic information of Yunnan Yuntianhua Co.Ltd(600096) group
1. Basic information
Company name: Yunnan Yuntianhua Co.Ltd(600096) Group Co., Ltd
Registered address: No. 1417, Dianchi Road, Kunming, Yunnan
Registered capital: 4497063878 yuan
Enterprise type: limited liability company
Legal representative: Zhang Wenwen
Business scope: investment, investment consulting, management consulting, economic information and science and technology consulting services; House leasing; Operate the export business of self-produced products and technologies of the enterprise; Operating chemical products, chemical fertilizers, plastics and their products, glass fibers and their products, phosphate rock, compressed gas and liquefied gas, flammable liquid, flammable solid, spontaneous combustion goods and flammable goods in case of moisture, toxic goods, corrosive goods and chemical equipment; Operate the import and export business of raw and auxiliary materials, instruments and meters, mechanical equipment, spare parts and technologies (except for the commodities and technologies limited by the state and prohibited by the state); It is engaged in processing with imported materials and “three supplies and one compensation” business. Export chemical products, chemical fertilizers, plastics and their products, glass fibers and their products, chemical equipment. Import raw and auxiliary materials, mechanical equipment and spare parts, and sell phosphate rock; Pressure vessel, industrial gas and phosphate rock processing (only subordinate enterprises can operate with license); Carry out investment management for automobile transportation, lifting goods, catering, accommodation and property management, and operate precious metals, mineral products, coal, coke, steel, petrochemical products (excluding dangerous chemicals), non-metallic minerals and products, and metal mineral products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. History, main business development and financial data
Yunnan Yuntianhua Co.Ltd(600096) group was approved by Yunnan Provincial People’s government yzf [1997] No. 17 Reply of Yunnan Provincial People’s Government on the pilot scheme of establishing modern enterprise system and the pilot scheme of authorized operation of state-owned assets of Yunnan natural gas gasification plant, and was restructured as a whole by Yunnan natural gas chemical plant Yunnan Yuntianhua Co.Ltd(600096) Group Co., Ltd.
Yunnan Yuntianhua Co.Ltd(600096) group is the third largest shareholder of the company. It does not engage in specific production and operation business, and its main mode of operation is the operation of state-owned assets. As a state-owned comprehensive industrial group with diversified development, Yunnan Yuntianhua Co.Ltd(600096) group’s subordinate enterprises mainly focus on chemical fertilizer, modern agriculture and new glass fiber materials. Their business covers petrochemical industry, phosphate rock mining and processing and phosphate chemical industry, commerce and manufacturing services, industrial finance and other business sectors. By comprehensively practicing the concept of “green and high-quality development”, they actively promote “green mine” The construction of three major projects of “green factory” and “green products” will make full use of the unique location advantages, resource advantages and opening advantages of Yunnan Province, and continue to promote the healthy development of the group The equity control relationship of Yunnan Yuntianhua Co.Ltd(600096) group is as follows:
Yunnan SASAC
64.17%
Yunnan Yuntianhua Co.Ltd(600096) group
The brief financial data of Yunnan Yuntianhua Co.Ltd(600096) group in the latest year and period are as follows:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 998794245943522993
Total liabilities 768829169740567177
Total owner’s equity 229965076202955816
Total owner’s rights attributable to the parent company 9070176577335071
Project from January to September 2021 to 2020
Operating income 601257154734098450
Total profit 358082194581073
Net profit 29643713598343
6736529 – 4775510 net profit attributable to the owner of the parent company
Note: the data of December 31, 2020 / 2020 has been audited; The data of September 30, 2021 / January September 2021 are unaudited.
3. Association description
As of the disclosure date of this announcement, Yunnan Yuntianhua Co.Ltd(600096) group holds 149654728 shares of the company, accounting for 19.67% of the total share capital of the company, and is a shareholder holding more than 5% of the shares of the company.
