Securities code: Ningxia Baofeng Energy Group Co.Ltd(600989) securities abbreviation: Ningxia Baofeng Energy Group Co.Ltd(600989) Announcement No.: 2022007
Ningxia Baofeng Energy Group Co.Ltd(600989)
Announcement on signing project construction entrustment management agreement with related parties
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Transaction overview
Based on the rich experience of Ningxia Baofeng Energy Group Co.Ltd(600989) (hereinafter referred to as “company” or “Party C”) in project construction, Ningxia Baofeng Yuneng Technology Co., Ltd. (hereinafter referred to as “Yuneng technology” or “party a”) Ningxia Baofeng energy storage materials Co., Ltd. (hereinafter referred to as “Baofeng energy storage” or “Party B”) plans to entrust Party C with the construction and management of the battery and energy storage container system demonstration project (hereinafter referred to as “party a project”) and Baofeng battery material industry chain demonstration project (hereinafter referred to as “Party B project”), The three parties intend to sign the project construction entrusted management agreement (hereinafter referred to as the “agreement”), which will come into force after being reviewed and approved by the board of directors. According to this agreement, during the project construction period, Party A and Party B entrust relevant management personnel of the company to carry out project construction management. The company collects management fees according to the agreement and does not enjoy other beneficial rights. Party A and Party B still have the decision-making power on major matters such as equity, asset purchase and disposal, investment and financing behavior of the project company, and enjoy the income right of the project company. The risks of the assets of the project company to which the transaction belongs shall still be borne by Party A and Party B.
The controlling shareholders of the company, Party A and Party B are Ningxia Baofeng Group Co., Ltd. and the actual controllers are Mr. Dang Yanbao. This transaction constitutes a related party transaction, but does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
Up to the date of this connected transaction, in the past 12 months, with the same actual controller and the enterprise and its
Except for the related party donation of 300 million yuan, other related party transactions organized by him are daily related party transactions, and the total amount of related party transactions does not reach 5% of the company’s latest audited net assets. This transaction does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of counterparty
(I) basic information
The counterparties of this transaction are Ningxia Baofeng Yuneng Technology Co., Ltd. and Ningxia Baofeng energy storage materials Co., Ltd. the controlling shareholder is Ningxia Baofeng Group Co., Ltd. (hereinafter referred to as “Baofeng group”), and the actual controller is Mr. Dang Yanbao.
1. Ningxia Baofeng Yuneng Technology Co., Ltd
Registered address: No. 901020, smart R & D building, Suyin Industrial Park, Yinchuan, Ningxia
Legal representative: Dang Yanbao
Company type: limited liability company (Hong Kong, Macao and Taiwan investment, non sole proprietorship)
Unified social credit Code: 91640000ma7dnwmd0m
Registered capital: 1 million yuan
Date of establishment: December 20, 2021
Shareholders: Ningxia Baofeng Group Co., Ltd. holds 65% equity, Chengyue International Co., Ltd. holds 25% equity and Dang Yanbao holds 10% equity
Business scope: general items: battery manufacturing; Battery sales; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Engage in investment activities with its own funds
Since the company was established on December 20, 2021, there is no financial data for the time being.
2. Ningxia Baofeng energy storage material Co., Ltd
Registered address: room a150102, building a, enterprise headquarters building, Ningdong energy and chemical base, Yinchuan, Ningxia
Legal representative: Dang Yanbao
Company type: limited liability company (Hong Kong, Macao and Taiwan investment, non sole proprietorship)
Unified social credit Code: 91640000ma7ebt1t50
Registered capital: 1 million yuan
Date of establishment: December 31, 2021
Shareholders: Ningxia Baofeng Group Co., Ltd. holds 50% equity, Chengyue International Co., Ltd. holds 25% equity, and Ningxia Baofeng Yuneng Technology Co., Ltd. holds 25% equity
Business scope: general items: battery manufacturing; Battery sales; Sales of electronic special materials
Since the company was established on December 31, 2021, there is no financial data for the time being.
(II) the counterparty and the company are strictly separated in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc. in strict accordance with relevant laws and regulations, and there is no confusion. There is no inclination of the listed company to its interests in this transaction.
(III) after inquiry, the related party is not the person subject to execution for breach of trust.
3、 Main contents of related party transaction agreement
In order to give full play to the company’s advantages in construction management and better realize the synergy between the company and affiliated enterprises, the company signed the project construction entrustment management agreement with Party A and Party B. Party A and Party B entrusted the construction of battery and energy storage container system demonstration project and Baofeng battery material industry chain demonstration project to Ningxia Baofeng Energy Group Co.Ltd(600989) management. The main contents of the agreement include:
(I) entrusted management content
1. Party A and Party B entrust Party C with project construction management, including but not limited to project development and construction application, safety technology management, planning and design, cost management, contract management, project construction management, completion acceptance and delivery.
2. Party A and Party B are responsible for raising all funds required for the development and construction of the project, have the right to make decisions on major matters of the project, bear the construction and operation risks of the project, and enjoy the ownership of the project according to law.
3. During the construction of the project, Party A and Party B entrust relevant management personnel of Party C to sign relevant contracts and documents on behalf of Party A and Party B according to actual needs, and approve relevant expenses and payments;
4. Party C shall be responsible for the daily construction management of the project and collect the management fee according to the contract.
5. After the completion of the project construction, Party C shall hand over the project management right to Party A and Party B.
(II) entrusted management expenses
1. The project construction management fee is 5 million yuan / year for Party A and Party B respectively.
2. Payment method: after the signing of the agreement, the settlement shall be made before December 31 of each year and the entrusted management fee of the project construction of this year shall be paid. If it is less than one year, it shall be calculated according to the proportion of management time in the number of days in the current year.
(III) term of entrustment
The entrustment period starts from the date when Party A and Party B formally entrust Party C to start the project construction to the date when the project construction is completed and handed over to Party A and Party B for management. During the term of the agreement, if Party A and Party B terminate the entrusted construction management of the project due to the transfer of project assets by Party A and Party B, this Agreement shall be terminated in advance.
4、 Purpose of related party transactions and its impact on Listed Companies
The signing of project entrustment management agreement between the company and related parties can make full use of the company’s professional management advantages in project construction, better realize the resource sharing and synergy between the company and related enterprises, and achieve a win-win situation. The transaction pricing policy reflects the principle of fairness and reasonableness, which is in line with the interests of the company and all shareholders; Related party transactions will not adversely affect the current and future financial status and operating results of the company; The company and the controlling shareholders are independent in terms of business, personnel, assets, institutions and finance, and the related party transactions will not affect the independence of the company.
5、 Review procedures to be performed for the connected transaction
This transaction has been the 16th meeting of the third board of directors held on March 9, 2022. When the board of directors deliberated, the related directors avoided voting, which was deliberated and approved by all other non related directors. This connected transaction does not require the approval of other departments.
The independent directors of the company expressed their prior approval opinions and independent opinions.
6、 Historical related party transactions (excluding daily related party transactions) that need special explanation
As of this related party transaction, the related party transactions with the same actual controller and the enterprises and other organizations under its control in the past 12 months are all daily related party transactions except the related party donation of RMB 300 million, and the total amount of related party transactions does not reach 5% of the company’s latest audited net assets.
7、 Online announcement attachment
(I) prior approval opinions of independent directors on the 16th meeting of the third board of directors;
(II) independent opinions of independent directors on the 16th meeting of the third board of directors.
8、 Documents for future reference
(I) resolutions of the 16th meeting of the 8th board of directors of the company;
(II) Project Construction Entrustment Management Agreement.
It is hereby announced.
Ningxia Baofeng Energy Group Co.Ltd(600989) board of directors March 10, 2022
