Stock Code: Yunnan Wenshan Electric Power Co.Ltd(600995) stock abbreviation: Yunnan Wenshan Electric Power Co.Ltd(600995) No.: pro 202212
Yunnan Wenshan Electric Power Co.Ltd(600995)
Announcement on daily connected transactions expected in 2022
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:
● the power purchase and sale agreement to be signed with Wenshan Power Supply Bureau of Yunnan Power Grid Co., Ltd. and the power sale agreement to be signed with Guangxi Baise Power Supply Bureau involved in this announcement are expected to reach 30 million yuan and more than 5% of the audited net assets of the company in the previous year, which shall be submitted to the general meeting of shareholders of the company for deliberation.
● the estimated transaction amount of the power purchase and sale agreement to be signed with Wenshan Panlong River Basin Hydropower Development Co., Ltd. involved in this announcement is more than 30 million yuan. The on grid electricity price is subject to the government electricity price, but it is difficult to predict the specific total transaction amount, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
● other related party transactions are daily related party transactions of providing or receiving labor services. The market transaction price or public bidding price shall be implemented, and the settlement shall be based on the amount of labor services. Both parties to the transaction will follow the principles of fairness, impartiality, integrity and fairness. There will be no damage to the interests of the company and all shareholders, no adverse impact on the company's financial status and operating results, no impact on the company's independence and no dependence on related parties.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
In 2022, according to the actual business, the main daily related party transactions between Yunnan Wenshan Electric Power Co.Ltd(600995) (hereinafter referred to as "the company" or " Yunnan Wenshan Electric Power Co.Ltd(600995) ") and related parties are as follows: purchase and sell electricity from Wenshan Power Supply Bureau of Yunnan Power Grid Co., Ltd. (hereinafter referred to as "Wenshan power supply bureau"); Purchase electricity from local independent power generation enterprises Wenshan Panlong River Basin Hydropower Development Co., Ltd. (hereinafter referred to as "Panlong River company") and Wenshan mudihe Reservoir Development Co., Ltd. (hereinafter referred to as "mudihe company"); Selling electricity to Baise Power Supply Bureau of Guangxi Power Grid Co., Ltd. (hereinafter referred to as "Baise power supply bureau"); Insure with DINGHE Property Insurance Co., Ltd. (hereinafter referred to as "DINGHE insurance company"); Accept the construction, commissioning, repair fees, entrusted transportation and maintenance fees and driving services provided by Yunnan Fenghui Power Engineering Co., Ltd. (hereinafter referred to as "Fenghui company"); Accept the repair and construction business provided by Heng'an Power Engineering Co., Ltd. (hereinafter referred to as "Heng'an company"); Accept the property management and staff canteen services provided by Yunnan Hongyuan Power Property Service Co., Ltd. (hereinafter referred to as "Hongyuan property"); Wenshan Wendian Design Co., Ltd. (hereinafter referred to as "Wendian design company"), a wholly-owned subsidiary of the company, provides survey and design services to the power supply units subordinate to Yunnan Power Grid Co., Ltd. (hereinafter referred to as "Yunnan power grid company").
1. Deliberation procedures of the board of directors and its special committee
(1) Review of related party transactions by the board of directors
The company held the first meeting of the related party transaction Review Committee of the board of directors in 2022, considered and approved the following daily related party transactions, and agreed to submit the following proposals to the 17th meeting of the seventh board of directors for deliberation. ① The plan for daily connected transactions between the company and Yunnan Power Grid Corporation in 2022 (the 2022 wholesale power sales contract between the company and Wenshan Power Supply Bureau and the 2022 power purchase contract of local power grid);
② 2022 small hydropower purchase and sale contract between the company and Panlonghe company;
③ 2022 small hydropower purchase and sale contract between the company and mudihe company;
④ 2022 power purchase and sale agreement between the company and Baise Power Supply Bureau (Debao);
⑤ 2022 power purchase and sale agreement between the company and Baise Power Supply Bureau (Napo);
⑥ Proposal on insuring related party transactions between the company and DINGHE insurance company in 2022.
(2) Voting of the board of directors
The company held the 17th meeting of the 7th board of directors. During the deliberation of the above proposals, the plan for daily connected transactions between the company and Yunnan Power Grid Corporation in 2022, the 2022 power purchase and sale agreement between the company and Baise Power Supply Bureau (Debao), the 2022 power purchase and sale agreement between the company and Baise Power Supply Bureau (Napo), the proposal for insuring connected transactions between the company and DINGHE insurance company in 2022, and the related directors of the company Jiang Hongdong, Yang Qiang, Duan ronghua, Wang Yanxiang Peng Wei abstained from voting; According to the 2022 small hydropower purchase and sale contract between the company and Panlonghe company, Liu Junfeng, an affiliated director of the company, avoided voting; According to the 2022 small hydropower purchase and sale contract between the company and mudihe company, the company's affiliated directors Jiang Hongdong, Wang Yanxiang and Peng Wei avoided voting. In the above proposals, the daily related party transactions between the company and Yunnan Power Grid Corporation in 2022, the 2022 small hydropower purchase and sale contract between the company and Panlonghe company, the 2022 power purchase and sale agreement between the company and Baise Power Supply Bureau (Debao), and the 2022 power purchase and sale agreement between the company and Baise Power Supply Bureau (Napo) need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Prior approval opinions of independent directors
Four independent directors of the company gave their prior approval opinions. The independent directors of the company believe that the above connected transactions
All comply with the Listing Rules of Shanghai Stock Exchange, the guidelines for the implementation of related party transactions of listed companies and the public
According to the relevant provisions of the company's articles of association and other laws and regulations, the above connected transactions meet the daily business needs of the company
Based on the market price, it is determined through fair and reasonable negotiation, and the pricing policy and basis are consistent with each other
According to the relevant laws and regulations, the implementation of the transaction will not have an impact on the company's operating capacity and financial status
Acts that damage the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to submit the above-mentioned connection to
The easy items shall be submitted to the 17th meeting of the seventh board of directors of the company for deliberation.
Independent directors: Hu Jiye, sun Hongbin, Yang Lu, Li Xiaohong
3. Opinions of independent directors
Four independent directors of the company expressed independent opinions. The above daily connected transactions of the company are the daily transactions of the company
Required for production and business activities. The transaction complies with the rules for listed shares of Shanghai Stock Exchange and the related party transactions of listed companies
Easy to implement guidelines and other laws and regulations, articles of association and other relevant provisions. As an independent director of the company
Review and approval in advance; The transaction follows the principles of openness, fairness and impartiality, and the transaction price is fair and reasonable;
The decision-making procedures of the board of directors of the company were legal and compliant, and the related directors of the company abstained from voting. The transaction complies with the company and
The interests of all shareholders do not harm the legitimate rights of all shareholders of the company, especially small and medium-sized shareholders and non affiliated shareholders
Beneficial situation.
Independent directors: Hu Jiye, sun Hongbin, Yang Lu, Li Xiaohong
(II) estimated daily related party transactions of the company in 2022
Transactions that account for a large difference between the estimated amount from the beginning of the current year to the current time and the disclosure date of the related transaction industry and the actual amount in the previous year, and the actual amount in the previous year of the same kind. The current estimated amount of the related person of Jinyi category is larger than the business proportion of the accumulated amount (yuan) of the related person (%) Because
(%) amount (yuan)
In March 2021, Pingyuan power supply area was merged into, Yunnan Power Grid Corporation 63774140000 65.23886347689461579747551 63.02 in 2022, it purchased provincial grid power products from ordinary people who had been affiliated with the company for more than 2 months in 2021 Business fee.
Pinpanlonghe company 4565860000 4.679551971754457804375 4.56
Mudihe company 441200000 0.45103600394372068382 0.38
DINGHE insurance company 1174270000 1003508902361005887114 100
department
Accepted by Guan Fenghui company 75 Shanghai Pudong Development Bank Co.Ltd(600000) 00 8.12886776927118265623 7.8
Lianren HengAn company 1750000000 1.7647086881501399634 1.63
Labor Hongyuan property 2175000000 8621034 Shenzhen China Bicycle Company (Holdings) Limited(000017) 74007377 82
It is estimated that in 2022, the water from Wenyun Power Grid Corporation 19511830000 9. Shanghai Hi-Tech Control System Co.Ltd(002184) 54500017465289334 8.36 mountain area will be better than that from the company, and the power of the upper provincial power grid will increase to a certain extent.
People's sales are affected by Guangxi's local electricity price products and commercial policies, Wholesale goods Baise Power Supply Bureau 17197730000 7.9328094913019735771612 9.45 Guangxi predicted a year-on-year decrease in electricity consumption and a decrease in electricity sales revenue.
Mudihe company 1280000 0.00 0.001057997 0.00
To related parties
Labor service Yunnan power grid company 2490099435 53.0044046768314219175 67.23
(Supply Division)
Design services)
2、 Introduction and relationship of related parties
(I) basic information of related parties and related relationship with the company
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: Tuo, Kunming City, Yunnan Province
73 East Road, unified social credit Code: 91530 Hefei Fengle Seed Co.Ltd(000713) 4058253, date of establishment: January 1991
26th. Main business or management activities: power production, power supply and power grid operation; Wholesale area:
Administrative regions 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.
Whereas Yunnan Power Grid Corporation is the largest shareholder of the company, holding 146719000 shares of the company, accounting for
30.66% of the total share capital of the company
