Stock Code: Yunnan Wenshan Electric Power Co.Ltd(600995) stock abbreviation: Yunnan Wenshan Electric Power Co.Ltd(600995) No.: pro 202211 Yunnan Wenshan Electric Power Co.Ltd(600995)
Announcement on confirming the excess of daily connected transactions in 2021
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:
● whether it needs to be submitted to the general meeting of shareholders for deliberation: no
● impact of this daily related party transaction on the company: some of the daily related party transactions of the company and its holding subsidiaries in 2021 are expected to exceed that at the beginning of the year. Some of them are daily related party transactions that are necessary for the production and operation of the company. They are carried out on the basis of equality and mutual benefit, do not harm the interests of the company and all shareholders, and will not make the company rely on related parties, It will not affect the independence of the company, nor will it have an adverse impact on the current and future financial status and operating results of the company.
1、 Basic information of daily connected transactions
(I) review procedures for daily connected transactions exceeding the expected amount in 2021
1. Voting of related party transaction Review Committee of the board of directors
The company held the first meeting of the related party transaction Review Committee of the board of directors in 2022. The company's non related members deliberated and adopted the company's proposal on reviewing the excess part of daily related party transactions in 2021 with 4 votes in favor, 0 votes against and 0 abstentions. Liu Junfeng, a related member of the company, avoided voting and agreed to submit the above proposal to the 17th meeting of the seventh board of directors for deliberation.
2. Voting of the board of directors
The company held the 17th meeting of the 7th board of directors. The company's non affiliated directors deliberated and adopted the company's proposal on reviewing the excess part of daily connected transactions in 2021 with 5 votes in favor, 0 votes against and 0 abstentions. The company's affiliated directors Jiang Hongdong, Yang Qiang, Duan ronghua, Wang Yanxiang, Liu Junfeng and Peng Wei avoided voting. 3. Prior approval and independent opinions of independent directors
Prior approval opinion of independent directors: the part of the company's daily related party transactions in 2021 exceeding the expectation is the daily related party transactions occurring in the sale of goods, provision of labor services and purchase of goods to related parties. It is necessary for the company's production and operation. It is carried out on the basis of equality and mutual benefit, does not damage the interests of the company and all shareholders, does not cause the company to form greater dependence on related parties, and does not affect the independence of the company, It will not adversely affect the current and future financial status and operating results of the company.
Opinions of independent directors of the company: the part of the company's daily related party transactions exceeding the expectation in 2021 belongs to the daily related party transactions occurred in selling goods, providing labor services and purchasing goods to related parties, which are necessary for the production and operation of the company. They are carried out on the basis of equality and mutual benefit, do not harm the interests of the company and all shareholders, do not make the company form greater dependence on related parties, and do not affect the independence of the company, It will not adversely affect the current and future financial status and operating results of the company. The voting procedure of the proposal complies with the provisions of relevant laws, regulations and the articles of association. We agree with the relevant matters of the company's daily connected transactions exceeding the expected part in 2021. 4. The matter need not be submitted to the general meeting of shareholders.
(II) forecast and actual occurrence of daily connected transactions in 2021
Due to the uncertainty or unpredictability of some businesses at the beginning of the year, the actual amount of daily connected transactions in 2021 exceeded the expected amount. The details are as follows:
Unit: Yuan
Category of related party transactions: estimated amount of related parties in 2021 actual amount in 2021 exceeded the original estimated amount
Purchase products and commodities of Panlonghe company 41229500004457804375334854375 and mudihe company 35792 Shenzhen Nanshan Power Co.Ltd(000037) 206838214148382 from related parties
Selling Yunnan power grid company 1602189 Shenzhen China Bicycle Company (Holdings) Limited(000017) 4652893341443399334 to related parties
Products and commodities Pingyuan company 059680365968036
To related parties
Labor service (providing 24 million.00314219175742219175 services of Yunnan Power Grid Company)
(III) explanation of the reasons why the daily connected transactions in 2021 exceeded the expectation
1. In 2021, the Yunnan Wenshan Electric Power Co.Ltd(600995) supply and demand situation was relatively tense, the company's spontaneous power was insufficient, the purchased power increased year-on-year, and the power generation of Panlonghe company and mudihe company exceeded the budget, resulting in a slight increase in the transaction amount;
2. In 2021, the electricity quantity of wholesale Wenshan Power Supply Bureau exceeded the expected number, resulting in an increase in the sales revenue of wholesale Wenshan Power Supply Bureau compared with the budget;
3. In 2021, due to the needs of epidemic prevention and control, Yunnan Power Grid Corporation increased emergency projects such as border prevention and border consolidation, border intelligent epidemic prevention and marketing, and the design services provided by the text and Telecommunications design company increased, resulting in an increase in the design cost compared with the budget;
4. Pingyuan company originally planned to dissolve and cancel at the end of 2020. The network fee of Pingyuan company was not considered in the budget at the beginning of 2021. Later, due to the extension of the cancellation and liquidation time, it had a related transaction with Pingyuan company.
2、 Introduction and relationship of related parties
1. Yunnan Power Grid Corporation and its related relationships
Basic information of Yunnan Power Grid Corporation:
Registered capital: 1817652 million yuan, legal representative: Gan Lin, address: No. 73, Tuodong Road, Kunming, Yunnan Province, unified social credit Code: 91530 Hefei Fengle Seed Co.Ltd(000713) 4058253, date of establishment: January 26, 1991. Main business or management activities: power production, power supply and power grid operation; Wholesale sales area: administrative area of Yunnan Province; Direct supply area: the operation area formed by the direct supply of the existing power grid to users in the province. Export self-produced electric power and electromechanical products, import raw materials and mechanical equipment required for production and scientific research.
Since Yunnan Power Grid Corporation is the largest shareholder of the company and holds 146719000 shares of the company, accounting for 30.66% of the total share capital of the company, Wenshan Power Supply Bureau and each power supply bureau of Yunnan Power Grid Corporation are branches of Yunnan Power Grid Corporation.
According to the stock listing rules of Shanghai Stock Exchange, the company's purchase and sale of electricity from Wenshan Power Supply Bureau, the provision of survey and design services by Wendian design company to the power supply units subordinate to Yunnan power grid company, and the company's acceptance of construction and commissioning services provided by Fenghui company constitute related party transactions.
2. Panlonghe company and related relationships
Basic information of Wenshan Panlonghe company:
Registered capital: 97.08 million yuan, legal representative: Li Xinhua, address: nitrate factory village, zhuilinjie Town, Wenshan City, Wenshan Prefecture, Yunnan Province, unified social credit Code: 91532 Shan Dong Lubei Chemcal Co.Ltd(600727) 291144g, date of establishment: May 18, 2001; Business scope: hydropower station construction; Hydropower. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). Panlonghe company is mainly engaged in hydropower, with 5 hydropower plants and a total installed capacity of 48500 kW.
Whereas the director Liu Junfeng of the company is a director of Panlonghe company, according to the stock listing rules of Shanghai Stock Exchange, the company's power purchase from Panlonghe company constitutes a connected transaction.
3. Mudihe company and related relationships
Basic information of wenshanmu company:
Registered capital: 15.844 million yuan, legal representative: he Fendao, address: 9 / F, building of Municipal Water Affairs Bureau, No. 46, Xinwen Road, Wolong community, Wolong street, Wenshan City, Wenshan Prefecture, Yunnan Province, unified social credit Code: 91532621709819144h, date of establishment: December 13, 2000; Business scope: water supply and power generation services; Sales of prepackaged food and bottled wine; Sales of building materials (excluding stones) and daily necessities; Food and Beverages; get accommodation; Conference and exhibition services.
Since mudihe company is a joint-stock subsidiary of the company, the company sends directors and supervisors to mudihe company, and Geng zhouneng, the company's chief financial officer, is the supervisor of mudihe company. According to the stock listing rules of Shanghai Stock Exchange, the power purchase of the company from mudihe company is considered according to related party transactions.
4. Pingyuan company and its affiliated relationship
Basic information of Pingyuan company:
Registered capital: 607844 million yuan, legal representative: Zhong Qinghong, address: Pingyuan Town, Yanshan County, Wenshan Prefecture, Yunnan Province; Unified credit Code: 50203n, date of establishment: 67057, 2004; Business scope: power supply, power grid operation, wholesale sales area: administrative areas of Pingyuan town and Ashe Township, Yanshan County, Wenshan Prefecture.
Since Pingyuan company is the holding subsidiary of Yunnan Power Grid Corporation, according to the resolution of the second extraordinary general meeting of shareholders in 2020, due to the particularity of the power industry, Pingyuan company maintained normal operation during liquidation. In May 2021, the liquidation and cancellation of Pingyuan power supply company ended. According to the stock listing rules of Shanghai Stock Exchange, the company and its power network charges constitute related party transactions.
3、 Main contents, pricing policies and basis of related party transactions
The related party transactions exceeding the expectation are mainly the daily business of selling goods, providing labor services and purchasing goods to related parties. The pricing policy and basis of the related party transactions exceeding the expectation are in accordance with the relevant contracts signed by the company and related parties, such as the 2021 single sale contract and the 2021 purchase contract of local power network electricity.
4、 Purpose of related party transactions and its impact on the company
The daily related party transactions of the company and its holding subsidiaries in 2021, which are expected to exceed that at the beginning of the year, belong to the daily related party transactions of selling goods, providing labor services and purchasing goods to related parties, which are necessary for the production and operation of the company. They are carried out on the basis of equality and mutual benefit, do not damage the interests of the company and all shareholders, do not make the company form greater dependence on related parties, and do not affect the independence of the company, It will not adversely affect the current and future financial status and operating results of the company.
5、 Filing documents
1. Resolutions of the 17th meeting of the 7th board of directors of the company; 2. Resolutions of the 13th meeting of the 7th board of supervisors of the company; 3. Prior approval opinions of independent directors; 4. Opinions of independent directors. It is hereby announced.
Yunnan Wenshan Electric Power Co.Ltd(600995) board of directors March 22, 2022
