Securities code: Xinjiang Tianfu Energy Co.Ltd(600509) securities abbreviation: Xinjiang Tianfu Energy Co.Ltd(600509) Announcement No.: 2022-lin023 Xinjiang Tianfu Energy Co.Ltd(600509)
Announcement on the proposed acquisition of assets and related party transactions of the "three supplies and one industry" transformation project of Xinjiang Tianfu Group Co., Ltd
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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.
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Xinjiang Tianfu Energy Co.Ltd(600509) (hereinafter referred to as "the company") and its wholly-owned subsidiary intend to acquire the assets of the "three supplies and one industry" transfer and reconstruction project affiliated to Xinjiang Tianfu Group Co., Ltd. (hereinafter referred to as "Tianfu group"), and the transfer price is determined after the company entrusts a third-party evaluation institution 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. This transaction constitutes a connected transaction, but does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
This matter has been deliberated and approved at the 13th meeting of the 7th board of directors held on February 28, 2022. After the completion of the evaluation report, the company will hold a separate board of directors to deliberate on matters such as transfer price and determine whether it needs to be submitted to the general meeting of shareholders for deliberation.
Within 12 months before the transaction, on February 8, 2021, the company purchased a land use right held by Tianfu group with RMB 3598351 million after deliberation and approval at the 44th meeting of the sixth board of directors of the company; On March 10 and March 26, 2021, the company invested 250 million yuan to acquire 10000000 shares of Tianke Heda held by Tianfu group after deliberation and approval of the 45th meeting of the sixth board of directors and the second extraordinary general meeting of shareholders in 2021; On January 21, 2022, after the deliberation and approval of the 12th meeting of the seventh board of directors, the company purchased the physical assets involved in the 2020 special transformer and low-voltage lighting transformation project for the users of the eighth division and the remote centralized reading transformation project for the low-voltage users in the towns and townships of the eighth division held by Tianfu group for 883948 million yuan.
1、 Overview of related party transactions
The company is engaged in power and heat production and supply, natural gas supply, urban water supply and construction, and mainly provides comprehensive urban energy services such as electricity, heat, water and natural gas for Shihezi area, Xinjiang. The "three supply" assets originally used by the company are seriously aged due to their early construction. With the increase of the scale of "three supply" users, the original pipe network and meter are not enough to support the current supply scale, resulting in high energy consumption indicators of power supply, heating, water supply and gas supply, and the quality can not meet the satisfaction of users. The "three supplies and one industry" transfer and reconstruction project was approved by Tianfu group, and the funds came from the central financial subsidy funds and the self raised funds of Tianfu group. Tianfu group successively completed and carried out special acceptance of the project in 2020. Through the replacement of pipelines and the installation and transformation of meter valves in the old community, the current situation of three supply in the old community has been effectively improved, the energy consumption has been reduced, and the economic benefits of the enterprise and social benefits have been improved on the premise of ensuring the quality of "three supply".
The assets of the "three supplies and one industry" transformation project transferred by Tianfu group are currently leased by the company and its wholly-owned subsidiaries Xinjiang Tianfu Tianyuan Gas Co., Ltd. and Shihezi Zezhong water Co., Ltd. through final accounting audit, the total book value of the project assets to be purchased is 253393100 yuan. Specifically, it includes relevant equipment and structures of power supply, heat supply, water supply and gas supply projects in the area of the company.
In order to ensure the normal supply of power supply, heating, water supply and gas supply business in Shihezi, the company and its wholly-owned subsidiaries plan to acquire the assets of the "three supplies and one industry" transformation project owned by Tianfu group. 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.
Tianfu group is the controlling shareholder of the company. According to the company law of the people's Republic of China, the Listing Rules of Shanghai Stock Exchange and the articles of association, Tianfu group is the affiliated legal person of the company, and this transaction constitutes a connected transaction.
The above transaction matters have been deliberated and adopted at the 13th meeting of the seventh board of directors on February 28, 2022, with 9 votes, including 7 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes. The related directors, Mr. Liu Wei and Mr. Wang Runsheng, have avoided voting. The independent directors of the company have carefully reviewed the related transaction matters in advance and agreed to submit them to the board of directors for deliberation, And expressed an independent opinion.
As the appraisal of the project has not been completed and the price of this transaction has not been determined, so as of this related party transaction, the company cannot determine whether the related party transaction of equity transfer between the company and the same or different related parties has reached 30 million yuan in the past 12 months, and has reached more than 5% of the absolute value of the latest audited net assets of the listed company. After the completion of the appraisal report, the company will convene a separate board of directors to consider the transfer price and other matters, and determine whether it needs to be submitted to the general meeting of shareholders for deliberation.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
1. Relationship with the company
Tianfu group and its wholly-owned subsidiary Shihezi Tianxin Investment Development Co., Ltd. jointly hold 41.11% of the equity of the company, so Tianfu group is the controlling shareholder of the company. Its actual controller is the state-owned assets supervision and Administration Commission of the eighth division of Xinjiang production and Construction Corps, and Tianfu group constitutes the affiliated legal person of the company.
2. Basic information of related parties
Name of related party: Xinjiang Tianfu Group Co., Ltd
Nature of enterprise: limited liability company (state-owned holding)
Registered address: No. 2, Beiyi East Road, community 52, Shihezi, Xinjiang
Legal representative: Liu Wei
Registered capital: 1741378100 yuan
Business scope: engaging in investment activities with its own funds; Asset management services invested by self owned funds; Operation of power and energy assets; Enterprise management consulting services; Business information consulting services (except financial information); Information technology consulting services; House leasing; Human resources services (excluding professional intermediary activities and labor dispatch services); Business training (excluding education training, vocational skill training and other training requiring permission); Industrial equipment maintenance, technical services, technology transfer, equipment maintenance and equipment leasing; Energy saving technology promotion services; Metal surface treatment and heat treatment processing (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
3. Main financial data of Tianfu group
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 450116769484144340
Total liabilities
Total owner's equity 112666747121100379
Project 2020 January September 2021
Operating income 249187524189106028
Net profit 15727151172106
Data source: audit report of Tianfu group in 2020 and financial statements of the third quarter of 2021 (Unaudited) audit unit: zhongxinghua Certified Public Accountants (special general partnership)
3、 Basic information of related party transactions
1. Transaction object: "three supplies and one industry" transfers the assets of the reconstruction project, including the equipment and structures related to the power supply, heating, water supply and gas supply projects in the area of the company.
2. Ownership status: the subject matter of the transaction is legally owned by Tianfu group, the ownership is clear, there is no mortgage, pledge or any other restriction on transfer, does not involve litigation, arbitration matters or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.
3. Pricing of related party transactions: the transfer price is to be determined after the company entrusts a third-party evaluation institution 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.
4、 Purpose of this transaction and its impact on the company
The original "three supplies" assets were built early and the pipelines were seriously aged, resulting in high energy consumption indicators of power supply, heating, water supply and gas supply, and the quality could not meet the user's satisfaction. Through the "three supplies and one industry" handover and transformation project, the replacement of pipelines and the installation and transformation of meter valves in the old community effectively improved the current situation of "three supplies" in the old community and reduced energy consumption. The acquisition of "three supplies and one industry" and the transfer of transformation project assets are conducive to ensure the normal and stable operation of the company, improve the economic benefits of the enterprise, realize social benefits, and achieve energy conservation, green and warm the hearts of the people.
5、 Review procedures to be performed for this connected transaction
On February 28, 2022, the 13th meeting of the seventh board of directors of the company deliberated and approved the related party transaction with 7 votes in favor, 0 votes against and 0 abstention. The related directors Mr. Liu Wei and Mr. Wang Runsheng avoided voting as related directors, and the other non related directors unanimously passed the proposal; During the deliberation and voting of the proposal by the board of directors this time, the affiliated directors shall withdraw; The decision-making and voting procedures of related party transactions are legal and effective; The price of related party transactions is to be determined by a third-party evaluation institution with evaluation qualification after evaluation with the cost method. The pricing is fair and reasonable, does not harm the interests of the company and minority shareholders, and meets the requirements of relevant laws, regulations and other norms. Agree to the above matters considered at the 13th meeting of the seventh board of directors of the company.
6、 Directory of documents for future reference
1. Resolutions of the 13th meeting of the 7th board of directors of the company;
2. Resolutions of the 12th meeting of the 7th board of supervisors of the company;
3. Prior approval letter and independent opinions of independent directors of the company.
It is hereby announced.
Xinjiang Tianfu Energy Co.Ltd(600509) board of directors February 28, 2022
