Securities code: Zhongshan Public Utilities Group Co.Ltd(000685) securities abbreviation: Zhongshan Public Utilities Group Co.Ltd(000685) No.: 2022016 Zhongshan Public Utilities Group Co.Ltd(000685)
Announcement on the establishment of photovoltaic industry joint venture
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of foreign investment
According to the 20212026 development strategic plan formulated by Zhongshan Public Utilities Group Co.Ltd(000685) (hereinafter referred to as "the company"), in order to actively layout the new energy field, The wholly-owned subsidiary of the company Zhongshan Public Utilities Group Co.Ltd(000685) Environmental Protection Industry Investment Co., Ltd. (hereinafter referred to as "public environmental investment") plans to establish a joint venture with the investment and operation of distributed photovoltaic power station as the main business together with the holding subsidiary of Eging Photovoltaic Technology Co.Ltd(600537) Changzhou Eging Photovoltaic Technology Co.Ltd(600537) Technology Co., Ltd. (hereinafter referred to as "Changzhou Yijing") in RMB cash (subject to the industrial and commercial registration, hereinafter referred to as the "joint venture"), the registered capital is 100 million yuan, of which public environmental investment contributes 70 million yuan, accounting for 70% of the registered capital, and Changzhou Yijing contributes 30 million yuan, accounting for 30% of the registered capital.
On March 11, 2022, the company held the 3rd interim meeting of the 10th board of directors in 2022 and deliberated and adopted the proposal on the establishment of photovoltaic industry joint venture with 8 affirmative votes, 0 negative votes and 0 abstention votes.
This investment does not constitute a connected transaction, nor does it constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies. This investment is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Counterparty introduction
1. Company Name: Changzhou Eging Photovoltaic Technology Co.Ltd(600537) Technology Co., Ltd
2. Enterprise type: limited liability company (invested or controlled by natural person)
3. Registered address: No. 18, Jinwu Road, YAOTANG Town, Jintan District, Changzhou City
4. Legal representative: Li Jingwu
5. Registered capital: 2129461116 million yuan
6. Main business: R & D and production of monocrystalline silicon (monocrystalline silicon rod, monocrystalline silicon chip), polycrystalline silicon, quartz products, Cecep Solar Energy Co.Ltd(000591) battery chips and components; Production of single crystal furnace and electric control equipment; Production and processing of sapphire crystals, ingots, rods and wafers; Selling self-produced products Cecep Solar Energy Co.Ltd(000591) photovoltaic power generation system, design, installation, construction, contracting and subcontracting projects of Cecep Solar Energy Co.Ltd(000591) , wind energy and diesel power generation complementary power generation system project; R & D of relevant equipment and wholesale business in China and its supporting services Cecep Solar Energy Co.Ltd(000591) power generation; Selling self-produced products; China's export business of purchasing photovoltaic materials (not involving state-owned trade management commodities, but involving quota and license management commodities, the application shall be handled in accordance with the relevant provisions of the state); Aquaculture and sales of aquatic products; Product quality inspection, technical consultation and technical services; Ordinary freight. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
7. Shareholders: Eging Photovoltaic Technology Co.Ltd(600537) holds 857140% shares of Changzhou Yijing, and Changzhou Jinsha Technology Investment Co., Ltd. holds 142860% shares of Changzhou Yijing.
8. Whether the transaction party is a dishonest person: no
3、 Basic information of the joint venture and main contents of the cooperation agreement to be signed
1. Name of the joint venture: Guangdong Energy Technology Co., Ltd. (subject to the name finally approved by the industrial and commercial department).
2. Organizational form of the joint venture: limited liability company
3. Investment scale and shareholding ratio: the joint venture is jointly funded by public environmental investment and Changzhou Yijing, with a registered capital of 100 million yuan, including 70 million yuan from public environmental investment, accounting for 70% of the registered capital, and 30 million yuan from Changzhou Yijing, accounting for 30% of the registered capital.
4. Business scope: (development, investment, operation and maintenance of photovoltaic power generation, distributed energy, distribution network project, energy storage power station and charging pile power station); Energy saving business investment services; Intelligent service of energy information; Scientific and technological R & D and consulting services of energy technology; R & D and sales of charging piles and accessories (the final business scope shall be subject to the approval of the industrial and commercial department).
5. The purpose of the joint venture: combining the advantages of resources, technology, market and business of both shareholders, actively respond to national policies and "double carbon" action plan, and vigorously develop new energy business including photovoltaic. 6. Business area: in the early stage, Zhongshan City was taken as the key layout area. In the process of promoting project development and construction, we strengthened industrial cooperation, completed the photovoltaic business layout in Dawan District, and chose the opportunity to expand the project nationwide.
7. Business model:
Provide users with clean energy and obtain stable income related to power generation through self-supporting and operating distributed photovoltaic power stations; According to the principle of "spontaneous self use and surplus power on the Internet", the company signs an energy management contract with the owner of roof resources. Guided by the owner's demand, after the power station is completed and put into operation, the generated power will be preferentially supplied to the owner of roof resources, and the owner of roof resources will be given a certain price discount or paid a certain rental fee. If there is surplus electricity after the power generated by the power station is used by the owner of roof resources, the surplus electricity will be fully connected to the Internet. 4、 Purpose, existing risks and impact on the company of foreign investment
(I) purpose of this foreign investment
According to the development strategic plan for 20212026 formulated by the company, in order to actively layout the new energy field, through cooperation with high-quality enterprises with mature photovoltaic investment and construction experience and upstream production capacity of the industrial chain, the company has accumulated experience in photovoltaic project development, investment, construction, operation and maintenance, so as to lay out energy storage, comprehensive energy management Photovoltaic extension links such as source network load storage integration business have laid a good foundation.
(II) existing risks
At present, the distributed photovoltaic industry is in the stage of rapid growth and the market competition is relatively fierce. This foreign investment may be affected by factors such as macroeconomic policy adjustment, electricity price change, tax preference adjustment, industry competition and market demand change. After the establishment of the joint venture, there is a risk that the business development will not meet the expectations. In the later stage, the company will establish and improve the internal control process and effective supervision mechanism, optimize the overall resource allocation of the company, prevent and reduce the risk of foreign investment by improving the system construction, professional team construction and market-oriented incentive, business development plan adjustment, resource sharing, technology and qualification reserve, etc. please pay attention to the investment risk.
(III) impact of this foreign investment on the company
The establishment of the joint venture is in line with the company's development strategic plan from 2021 to 2026. The shareholders of both parties are subordinate enterprises of the listed company, with good reputation and strong financial strength, which can provide corresponding financial support for the investment business of distributed photovoltaic power station. The establishment of the photovoltaic industry joint venture is not expected to have a significant adverse impact on the company's current and future financial status and operating results, and there is no damage to the interests of the company and shareholders. 5、 Documents for future reference
1. Resolution of the 3rd interim meeting of the 10th board of directors in 2022;
Draft investment agreement of photovoltaic company (2)
It is hereby announced.
Zhongshan Public Utilities Group Co.Ltd(000685) board of directors
March 11, 2002
