Securities code: Xinjiang Tianfu Energy Co.Ltd(600509) securities abbreviation: Xinjiang Tianfu Energy Co.Ltd(600509) Announcement No.: 2022-lin019 Xinjiang Tianfu Energy Co.Ltd(600509)
Announcement of resolutions of the 13th meeting of the seventh board of directors
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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.
The 13th meeting of the board of directors shall be held on the morning of October 28, 2029 by written notice of Mr. Liu Wei and the actual voting participants of the board of directors shall be held by means of “on-site communication on October 28, 2029”. On the premise of fully understanding the matters under consideration, the members of the board of directors of the company vote on the matters under consideration item by item, which meets the requirements of the company law and the articles of association.
After careful deliberation one by one by the directors attending the meeting, the following matters were voted and adopted:
1. Proposal on the company’s business plan for 2022;
We agree with the 2022 production and operation plan formulated by the company’s management, which mainly includes the planned power generation of 18.37 billion kwh, power supply of 21.1 billion kWh and heat supply
22.3 million GJ, 90 million m3 of water sold, 230 million m3 of natural gas sold, and the recovery rate of electricity, heat and water charges shall not be less than 98%; The total investment plan for capital construction projects is 159196 million yuan; The total investment plan of equipment maintenance project is 77.83 million yuan; The total investment plan of technological transformation project is 62.16 million yuan; The purchased power consumption shall not exceed 4.268 billion kwh. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
9 in favor, 0 against and 0 abstention.
2. Proposal on the proposed establishment of a wholly-owned subsidiary to invest in a new 400000 kW photovoltaic power generation project;
It is agreed that the company will establish Xinjiang Tianfu lvneng photovoltaic power generation Co., Ltd. (tentative name, subject to the approval of the industrial and commercial registration authority) with its own funds to be responsible for the implementation, construction and operation of “BINGTUAN Shihezi 1 million KW photovoltaic base project in Northern Xinjiang Tianfu 400000 kW photovoltaic power generation project”. The total capacity of the AC side of Cecep Solar Energy Co.Ltd(000591) photovoltaic power generation system planned for the project is 400000 kW, and the planned investment of the project is 19531901 million yuan.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) 2022-lin022 announcement on establishing a wholly-owned subsidiary to invest in a new 400000 kW photovoltaic power generation project.
9 in favor, 0 against and 0 abstention.
3. Proposal on the proposed acquisition of the assets of the transformation project transferred by the related party Xinjiang Tianfu Group Co., Ltd. “three supplies and one industry”;
It is agreed that the company and its wholly-owned subsidiaries intend to acquire the assets of the “three supplies and one industry” transformation project owned by the controlling shareholder Xinjiang Tianfu Group Co., Ltd., including the equipment and structures related to the power supply, heating, gas supply and water supply projects in the area of the company. The transfer price shall be determined after the company entrusts a third-party evaluation organization with evaluation qualification and adopts the cost method. As the current appraisal of the project has not been completed and the transfer price has not been determined, after the completion of the appraisal report, the company will convene a separate board of directors to review the transfer price and other matters, and timely fulfill the relevant disclosure obligations.
The independent directors of the company have expressed their prior approval opinions and independent opinions on this matter; Mr. Liu Wei and Mr. Wang Runsheng, the related directors, avoided voting.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) 2022-lin023 announcement on the transfer of reconstruction project assets and related party transactions of Xinjiang Tianfu Group Co., Ltd., a related party to be acquired, and the prior approval and independent opinions of independent directors on the proposal on the transfer of reconstruction project assets of Xinjiang Tianfu Group Co., Ltd., a related party to be acquired.
7 in favor, 0 against and 0 abstention.
4. Proposal on the company meeting the conditions for non-public offering of a shares;
Agree to check whether the company meets the conditions for non-public offering of shares item by item in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares of listed companies and other laws, regulations and normative documents issued by the CSRC, It is believed that the company meets the relevant provisions on non-public offering of shares and meets the conditions for non-public offering of shares.
The independent directors of the company have expressed their prior approval opinions and independent opinions on this matter. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The independent directors’ prior approval opinions and independent opinions on the proposal on the company’s compliance with the conditions for non-public development of A-share shares.
9 in favor, 0 against and 0 abstention.
5. Proposal on the company’s non-public offering of a shares;
According to the law of the people’s Republic of China on the issuance of shares, the detailed rules for the administration of non listed companies, the securities development law of the people’s Republic of China, and other relevant laws and regulations, The specific plan for the company’s non-public offering of shares (hereinafter referred to as “this offering” or “this non-public offering”) is as follows:
5.01 type and par value of shares issued
The types of shares in this non-public offering are domestic listed RMB common shares (A shares), with a par value of RMB 1.00 per share.
9 in favor, 0 against and 0 abstention.
5.02 issuance method and time
This non-public offering adopts the method of non-public offering of shares to specific objects. The company will choose the opportunity to issue shares to specific objects within 12 months after the approval of the CSRC.
9 in favor, 0 against and 0 abstention.
5.03 issuing object and subscription method
The non-public A-share shares are issued to no more than 35 specific investors, including securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal person investors and natural persons, which meet the conditions stipulated by the CSRC. If a securities investment fund management company subscribes for more than two funds under its management, it shall be regarded as one issuing object; If a trust and investment company is the issuing object, it can only subscribe with its own funds.
After the application for this non-public offering is approved by the CSRC, the final issuing object will be determined in accordance with the principles of price priority and time priority according to the subscription quotation of the issuing object. The issuing objects of this offering subscribe for the non-public offering of shares in cash and at the same price.
9 in favor, 0 against and 0 abstention.
5.04 pricing base date and issue price
The pricing benchmark date of the non-public offering of A-Shares is the first day of the issuance period of the company’s non-public offering of shares. The non-public offering of shares adopts the method of inquiry, and the offering price is not less than 80% of the average price of the company’s shares in the 20 trading days before the pricing benchmark date (the average price of shares in the 20 trading days before the pricing benchmark date = the total amount of shares traded in the 20 trading days before the pricing benchmark date / the total amount of shares traded in the 20 trading days before the pricing benchmark date), And not less than the audited net asset value per share attributable to the common shareholders of the parent company at the end of the latest period before the issuance. In case of ex right and ex interest matters such as cash dividends, bonus shares and conversion of capital reserve into share capital between the pricing base date and the issuance date, the base price of this issuance will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Where: P1 is the issue price after adjustment, P0 is the issue price before adjustment, D is the cash dividend paid per share, and N is the number of bonus shares or converted into share capital per share.
The final offering price shall be authorized by the general meeting of shareholders. After obtaining the approval of the CSRC on the non-public offering, the board of directors and the sponsor (lead underwriter) shall negotiate and determine it in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities, according to the subscription quotation of the issuing object and the principles of price priority and time priority.
9 in favor, 0 against and 0 abstention.
5.05 issue quantity
The number of A-Shares in this non-public offering shall not exceed 250000000, accounting for 21.71% of the total share capital of the company before the issuance and no more than 30% of the total share capital of the company before the issuance. The specific issuance quantity shall be submitted to the general meeting of shareholders to authorize the board of directors to negotiate and determine with the sponsor (lead underwriter) according to relevant regulations and actual subscription conditions. If the company’s shares have ex rights and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital from the pricing base date to the issuance date, the number of shares issued this time will be adjusted accordingly.
9 in favor, 0 against and 0 abstention.
5.06 scale and purpose of the raised funds
The total amount of funds raised in this non-public offering does not exceed 150 million yuan. After deducting the issuance expenses, the net amount of funds raised is used for “1 million KW photovoltaic base project in Shihezi, Northern Xinjiang, BINGTUAN, Tianfu 400000 kW photovoltaic power generation project”. The details are as follows:
No. project name total investment (10000 yuan) proposed amount of raised funds (10000 yuan)
1 Corps Shihezi 1 million KW photovoltaic base 1953190115000000 land project in Northern Xinjiang Tianfu 400000 kW photovoltaic power generation project
Before the raised funds are in place, the company can invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place. After the raised funds are in place, if the actual net amount of raised funds after deducting the issuance expenses is less than the total amount of raised funds to be invested, the insufficient part shall be solved by the company with self raised funds.
9 in favor, 0 against and 0 abstention.
5.07 sales restriction period
After the completion of this non-public offering, the shares subscribed by investors for this offering shall not be transferred within 6 months from the date of the end of the offering. If there are other provisions on the sales restriction period in laws and regulations, such provisions shall prevail. The shares acquired from the non-public offering shares of the listed company obtained by the object of this issuance shall also comply with the above share locking arrangements due to the distribution of stock dividends, capital reserve conversion and other forms by the listed company. After the end of the restricted sale period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange.
9 in favor, 0 against and 0 abstention.
5.08 place of listing
The shares of this non-public offering will apply for listing on the Shanghai Stock Exchange after the expiration of the sales restriction.
9 in favor, 0 against and 0 abstention.
5.09 arrangement of accumulated undistributed profits before this offering
After the completion of this non-public offering, the accumulated undistributed profits of the company before this offering shall be jointly enjoyed by the new and old shareholders according to the equity ratio after this offering.
9 in favor, 0 against and 0 abstention.
5.10 validity of the resolution on the non-public offering of shares
The resolution on this non-public offering of shares shall be valid within 12 months from the date of deliberation and adoption of relevant proposals by the general meeting of shareholders.
9 in favor, 0 against and 0 abstention.
This proposal and its sub proposals shall be submitted to the general meeting of shareholders of the company for deliberation.
The independent directors of the company have expressed their prior approval opinions and independent opinions on this matter. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The independent directors’ prior approval opinions and independent opinions on the proposal on the company’s non-public development of A-share stock scheme.
6. Proposal on the company’s plan for non-public offering of a shares;
It is agreed that in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies and the detailed rules for the implementation of non-public development of shares by listed companies In accordance with the provisions of laws, regulations and normative documents such as the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – non public development bank stock plan and issuance report of listed companies, and the plan for Xinjiang Tianfu Energy Co.Ltd(600509) non public Development Bank A shares prepared by the company.
The independent directors of the company have expressed their prior approval opinions and independent opinions on this matter. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) 2022-lin024 suggestive announcement on the disclosure of the company’s non-public Development Bank A-share stock plan, and the prior approval and independent opinions of the independent directors on the proposal on the company’s non-public Development Bank A-share stock plan.
9 in favor, 0 against and 0 abstention.
7. Proposal on the feasibility analysis report on the use of funds raised by the company’s non-public issuance of a shares;
It is agreed that the company intends to raise funds by means of non-public offering of shares. In order to ensure that the funds raised in this non-public offering are reasonable
