Securities code: Ningxia Baofeng Energy Group Co.Ltd(600989) securities abbreviation: Ningxia Baofeng Energy Group Co.Ltd(600989) Announcement No.: 2022010 Ningxia Baofeng Energy Group Co.Ltd(600989)
Announcement on related party transactions donated to Ningxia Yanbao Charity Foundation
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.
Important content tips:
1. This transaction constitutes a connected transaction.
2. As of the disclosure date of this announcement, the cumulative number of transactions with the same related party in the past 12 months was once, with a total amount of 300 million yuan.
3. In order to protect the interests of non restricted shareholders, the restricted shareholders of the company intend to make full compensation for the reduction of earnings per share caused by this donation by non restricted shareholders through differential cash dividends.
1、 Overview of related party transactions
(I) Ningxia Ningxia Baofeng Energy Group Co.Ltd(600989) Group Co., Ltd. (hereinafter referred to as “the company” and “the company”) intends to donate 500 million yuan in cash to Ningxia Yanbao Charitable Foundation (hereinafter referred to as “Yanbao foundation” or “foundation”) in order to help the development of education in poor areas of Ningxia and actively practice the mission of being a responsible enterprise, It is mainly used for public welfare charities and other public welfare activities.
(II) Yanbao foundation is a non-public fund initiated and established by Mr. and Mrs. Dang Yanbao. Dang Yanbao is the actual controller of the company. Therefore, this transaction constitutes a connected transaction.
(III) as of this related party transaction, the amount donated by the company to Yanbao foundation in the past 12 months was 300 million yuan. The amount of related party transactions between the company and different related parties on donation did not reach 5% of the absolute value of the company’s latest audited net assets, which was within the authority of the board of directors of the company and did not need to be submitted to the general meeting of shareholders for deliberation, It does not constitute a major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies.
2、 Introduction to related parties
(I) introduction to related party relationship
Yanbao foundation is a non-public fund initiated and established by Mr. and Mrs. Dang Yanbao, who is the actual controller of the company. (II) basic information of related parties
1. Name: Ningxia Yanbao Charity Foundation
2. Nature: Non-public fund
3. Registered address and main office location: floor 3, Zone C, Baofeng group office building, Lijing North Street, Xingqing District, Yinchuan City
4. Legal representative: Dang Yanbao
5. Original fund amount: 10 million yuan only
6. Business scope: supporting education, health and welfare services for the elderly, assisting vulnerable groups such as orphans, widows, sick and disabled, carrying out investment activities to maintain and increase the value of the foundation, accepting donations, carrying out projects in line with the purpose of the foundation, and supporting and carrying out other public welfare activities.
7. Since its establishment in 2011, Yanbao foundation has been engaged in public welfare charities dominated by donations to students.
8. Cash receipts and payments of Yanbao foundation in 2021 (Unaudited)
Income item income amount (10000 yuan) expenditure item cash expenditure amount (10000 yuan)
(yuan)
The donation income is 3137508 yuan and 2723645 yuan
Of which: Ningxia Baofeng Energy Group Co.Ltd(600989) donated 3000000 for school related public welfare activities 1.43
Baofeng Group donated 120000 yuan to public welfare activities to help the elderly and the poor 48.29 yuan
Individual donation 175.08 to other foundations 206080
Other income 23.90 disaster relief donation 331452
The cost of activities carried out by the foundation is 125.43 yuan
Government donation 6.33
Financing cost 0.28
Administrative expenses 504.94
Total 3139898 total 3329847
(III) operation mode of related parties
1. Main historical evolution and current situation
Yanbao charity foundation is a foundation initiated by the couple Dang Yanbao. On December 31, 2010, the Department of civil affairs of Ningxia Hui Autonomous Region approved and issued the reply on agreeing to establish Ningxia Yanbao Charitable Foundation (No. ningminfa [2010] No. 184), agreed to establish Ningxia Yanbao charitable foundation, and the foundation received the registration certificate of foundation legal person accordingly. The original fund of Yanbao foundation is 10 million yuan, which is donated by Mr. Dang Yanbao and Ms. Bian Haiyan. The registration authority of Yanbao foundation is the Department of civil affairs of Ningxia Hui Autonomous Region. Since its establishment, it has adhered to the standardized operation according to law.
2. Fund operation mode and final capital flow
Yanbao charitable foundation is a legal charitable organization certified by the Department of civil affairs of Ningxia Hui Autonomous Region. Because it is a non-public foundation, it cannot raise funds externally. Its income mainly comes from the funds donated by Ningxia Baofeng Energy Group Co.Ltd(600989) to it. The constitution of Ningxia Yanbao charitable foundation stipulates the nature, business scope, organization setting, property management and use of the foundation, resolution procedures for major matters, public welfare funding projects and publicity of annual reports. Yanbao foundation consists of five directors. The Council is the decision-making body of Yanbao charitable foundation. The members of this Council are Dang Yanbao (Chairman and chairman of the company), Bian Haiyan (director and spouse of Dang Yanbao), Lu Jun (director and director of the company), Xia Yun (director and chairman of the board of supervisors of the company) and Geng Nan (director); The current supervisor is Zheng cunxiao (director of human resources of the company); The current president is Dang Yanbao (concurrently), the vice president is Zhang Zhao, and the executive secretaries general Ma Dongmei and Guo su.
Resolutions on important matters such as major fund-raising and investment activities must be voted by the Council and passed by more than two-thirds of the Council. The Council determines the annual expenditure plan and amount of donations to students and public welfare charities every year, and the president, vice president and secretary general are responsible for the implementation of specific matters. At the same time, Ernst & Young Huaming Certified Public Accountants (special general partnership) was hired to conduct the audit. According to the audit report, the main expenditure destination of Yanbao Foundation’s funds was donation and education. From 2019 to 2021, the cash outflow of donation and education accounted for 95.76%, 79.84% and 83.06% of the cash outflow of business activity costs respectively.
3、 Standardized operation of foundation funds
According to the provisions of the law on donation of public welfare undertakings, public welfare undertakings refer to non-profit matters. In addition to necessary personnel salaries, administrative expenses and other management expenses, the fund expenditure range of Yanbao foundation from 2019 to 2021 is in line with the public welfare projects defined in the law on donation of public welfare undertakings.
The donation expenditure outflow of Yanbao charity foundation is mainly: long-term commitment to public welfare charity in the fields of education and student aid, climate change, food security, medical treatment, pension, talent training and so on. There is no case of transferring the donated funds to the actual controller or other related parties, and there is no case that the donated funds have been accrued but not appropriated for a long time.
Yanbao Charity Foundation publicizes the audit report, cash income and expenditure report and charity project report on the official website of Ningxia Yanbao Charity Foundation every year, and actively accepts social supervision.
4、 Use plan of the donated funds
The company’s donation is mainly used for public welfare charities with “education and student assistance” as the core. The donated funds will implement full coverage reward and subsidy for undergraduates admitted to full-time colleges and universities in Ningxia through Yanbao charity foundation; Reward and subsidize vocational and high school students from poor households and urban poor households in the region. Undergraduate students will be awarded 4000 yuan per person per year until graduation according to the school system; Higher vocational and high school students are subsidized 2000 yuan per person per year for three consecutive years.
All students who meet the above conditions can apply for reward and subsidy before August 20. After being reviewed by their school and the competent administrative department of education, they will be summarized and submitted to Yanbao foundation for review. The foundation will grant donated scholarships to the students who pass the review from September to December every year; For students who have been continuously rewarded and subsidized, the foundation will issue awards and grants according to the plan from February to December every year.
After the donation is reviewed by the board of directors, the donation expenses of the company to the foundation will be paid in installments and batches according to the donation plan of the foundation.
5、 The purpose of the related party transaction and its impact on the listed company
At present, the company is in good operating condition with abundant cash flow. This donation will not affect the daily operation and future development of the company. In order to safeguard the interests of non restricted shareholders, the company’s restricted shareholders intend to make full compensation for the reduction in earnings per share caused by this donation. For specific compensation methods, please refer to the company’s publication on China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day Announcement on profit distribution plan of Ningxia Baofeng Energy Group Co.Ltd(600989) 2021.
The related party transaction follows the principles of openness, fairness and impartiality, has no adverse impact on the independence of the company, and does not damage the interests of the circulating shareholders of the company.
6、 Review procedures for the performance of related party transactions
The company held the 16th meeting of the third board of directors on March 9, 2022, deliberated and adopted the proposal on the company’s donation to Ningxia Yanbao charity foundation, and the related directors Dang Yanbao and Lu Jun avoided voting.
This related party transaction has been approved by the independent directors of the company in advance before being submitted to the board of directors for deliberation. When the board of directors deliberated the above related party transaction proposal, the independent directors expressed their agreed independent opinions.
7、 Historical related party transactions (excluding daily related party transactions) that need special explanation
The related party transactions between the company and the same related party within 12 months before the transaction are as follows:
No. related party transaction content period amount (yuan)
1. Donate 30000000 yuan to Yanbao foundation from March 10, 2021 to March 10, 2022
8、 Appendix (I) prior approval opinions of independent directors of the company; (II) independent opinions signed and confirmed by independent directors of the company. It is hereby announced.
Ningxia Baofeng Energy Group Co.Ltd(600989) board of directors March 10, 2022
