Securities code: Zhejiang Huatong Meat Products Co.Ltd(002840) securities abbreviation: Zhejiang Huatong Meat Products Co.Ltd(002840) Announcement No.: 2022033 Zhejiang Huatong Meat Products Co.Ltd(002840)
Announcement on the purchase of power sales service quota and related party transactions from Yiwu Guohua new energy Co., Ltd., a joint-stock subsidiary of the new holding subsidiary of the company
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of daily connected transactions
(I) overview of related party transactions
In order to reduce the cost of electricity for production and meet the needs of business development, Zhejiang Huatong Meat Products Co.Ltd(002840) (hereinafter referred to as "the company") holding subsidiaries Dongyang Huatong animal husbandry Co., Ltd. (hereinafter referred to as "Dongyang animal husbandry"), Lanxi Huatong animal husbandry Co., Ltd. (hereinafter referred to as "Lanxi animal husbandry"), Yueqing Huatong animal husbandry Co., Ltd. (hereinafter referred to as "Yueqing animal husbandry"), Pujiang Huatong animal husbandry Co., Ltd. (hereinafter referred to as "Pujiang animal husbandry") Tiantai Huatong animal husbandry Co., Ltd. (hereinafter referred to as "Tiantai animal husbandry"), Xianju Huatong breeding pig Co., Ltd. (hereinafter referred to as "Xianju breeding pig") and Xianju lvfa Ecological Agriculture Co., Ltd. (hereinafter referred to as "Xianju agriculture") intend to sign the energy management agreement of comprehensive smart energy project with Yiwu Guohua new energy Co., Ltd. (hereinafter referred to as "Guohua new energy") of state power investment group, a joint-stock subsidiary of the company, Dongyang animal husbandry, Lanxi animal husbandry, Yueqing animal husbandry, Pujiang animal husbandry, Tiantai animal husbandry, Xianju breeding pig and Xianju agriculture plan to provide building roofs for Guohua new energy construction and operation photovoltaic power generation project free of charge. The power generated by the project will be preferentially sold to Dongyang animal husbandry, Lanxi animal husbandry, Yueqing animal husbandry, Pujiang animal husbandry, Tiantai animal husbandry, Xianju breeding pig and Xianju agriculture at a price of 90% off the electricity price of the local power grid during the operation period, The surplus electric energy is connected to the public power grid. It is estimated that in 2022, Dongyang animal husbandry, Lanxi animal husbandry, Yueqing animal husbandry, Pujiang animal husbandry, Tiantai animal husbandry, Xianju breeding pig and Xianju agriculture will purchase a total power consumption of 3.2959 million yuan from Guohua new energy (the specific amount shall be subject to the actual settlement).
On March 22, 2022, the company held the 18th meeting of the 4th board of directors, deliberated and approved the proposal on the purchase and sales service quota and related party transactions of the new holding subsidiary of the company from the participating subsidiary Yiwu Guohua new energy Co., Ltd. of state power investment group, and the related directors Zhu Jianyong, Zhu Jianjun, Zhu Genxi and Zhu Kaihui
To avoid voting, the other four non affiliated Directors voted in favor.
This proposal is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation. This transaction constitutes a close
Joint transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
(II) estimated amount of this related party transaction
Unit: 10000 yuan
Related party transactions related party transactions related party transactions pricing principles it is estimated that the amount of category ease of content has occurred since the beginning of 2022
The purchaser shall provide the building roof and accessories free of charge
The land occupied by the equipment is used for the construction of Guohua new energy
Procurement, installation and operation of photovoltaic power generation projects, guohuaxin
The daily procurement of Guohua new energy power energy is provided to Dongyang animal husbandry, Lanxi animal husbandry, 329.59 0.00 Yueqing animal husbandry, Pujiang animal husbandry, Tiantai animal husbandry
Xianju breeding pig and Xianju agriculture are based on the local power grid
The purchase price of 90% of the electricity price in the same period
(III) in 2021, the company did not have any related party transaction with Guohua new energy in purchasing electricity.
2、 Related person introduction and relationship
(I) basic information
State Power Investment Group Yiwu Guohua new energy Co., Ltd
Unified social credit Code: 91330782ma7edw1w91
Legal representative: Zeng Qingbo
Registered capital: 50 million yuan
Business scope: general items Cecep Solar Energy Co.Ltd(000591) power generation technology service; Wind power technology services; Energy storage technology
Services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; engineering
Management services; Consulting services (excluding information subject to legal approval)
In addition, it shall independently carry out business activities according to law with its business license). Licensed projects: power generation business, power transmission business and power supply
(power distribution) business; Power supply business (projects subject to approval according to law can only be carried out after being approved by relevant departments)
Business activities, and the specific business items shall be subject to the approval results).
Address: second floor, building 12, Gutang industrial community, Yiting Town, Yiwu City, Zhejiang Province (self declaration)
Date of establishment: December 13, 2021
Business term: December 13, 2021 to long term
Company type: other limited liability companies
Equity structure: the company holds 49% of its equity, and the state power investment group Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) Source Co., Ltd. holds 51% of its equity.
(II) relationship with the company
Guohua new energy is a joint-stock subsidiary of the company. Because Zhu Kai, vice chairman of the company and Zhu Zhenlin, son of Zhu Jianyong, director of the company, hold the position of director in Guohua new energy, they form a related party with the company, which is in line with the provisions of the stock listing rules of Shenzhen Stock Exchange.
(III) performance capability analysis
Guohua new energy is a joint venture between the company and state power investment group Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) Source Co., Ltd. It is a platform company for both sides to cooperate in comprehensive smart new energy projects. State power investment group Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) Source Co., Ltd. is a branch of state power investment in Zhejiang and the first "zero carbon" energy enterprise in Zhejiang Province. It is mainly responsible for the investment, construction and operation of clean energy projects in Zhejiang Province and surrounding provinces. He has rich experience in the construction and operation of new energy projects, and Guohua new energy is operated and managed by Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) Source Co., Ltd. of state power investment group.
Therefore, we believe that Guohua new energy has the corresponding performance capacity. Upon inquiry, Guohua new energy does not belong to the dishonest executee.
3、 Main contents of related party transactions
Party A: Dongyang animal husbandry, Lanxi animal husbandry, Yueqing animal husbandry, Pujiang animal husbandry, Tiantai animal husbandry, Xianju breeding pig and Xianju agriculture (roof owner)
Party B: State Power Investment Group Yiwu Guohua new energy Co., Ltd. (developer and operator)
(I) project name, content and objectives
Party A leases the roof of the building to Party B for the construction and operation of photovoltaic power generation project (hereinafter referred to as the "project"), with an operation period of 25 years (calculated from the date of commencement of the project). The power generated by the project is preferentially used by Party A, and the remaining power is connected to the public power grid. Party A promises to give 100% priority to the power generated by the project during the operation period of this agreement. (among them, the roof area of Dongyang animal husbandry pig farm is 26672 square meters, and the total estimated capacity of the project is 4.1mwp; the roof area of Lanxi animal husbandry pig farm is 18358 square meters and 26152 square meters respectively, and the total estimated capacity of the project is 7.0mwp; the roof area of Yueqing animal husbandry pig farm is 26580 square meters, and the total estimated capacity of the project is 4.1mwp; the roof area of Pujiang animal husbandry pig farm is 25600 square meters, and the total estimated capacity of the project is 4.1mwp; days) The roof area of Taiwan animal husbandry pig farm is 12432 square meters, and the estimated total capacity of the project is 1.6mwp; The roof area of Xianju breeding pig farm is 17200 square meters, and the total capacity of the project is expected
2.3mwp; The roof areas of the two pig farms in Xianju agriculture are 9071 square meters and 23260 square meters respectively, and the total capacity of the project is expected to be 5.1mwp).
(II) business model
Party B is responsible for all investment of the project and owns the ownership of the project. The relevant income of all electric energy (including electricity fee, carbon emission reduction income and government subsidy, etc.) shall be owned by Party B. The actual power consumption of Party A shall be subject to the measurement of the two-way electric energy meter of the State Grid exported by the photovoltaic power station. The charging standard of electricity charge shall be 90% of the electricity price paid by Party A's local power grid at the same time, and shall be settled on a monthly basis. Party A agrees Party B to use the roof and auxiliary equipment for free. The cooperation period of this agreement is 20 years, which will be automatically renewed until the expiration of the operation period to ensure the operation of the project.
(III) rights and obligations
During the term of the agreement, Party A promises to have complete and exclusive ownership of the infrastructure of the project site provided, and there are no other third-party lease rights and other priority rights affecting Party B's use of the project site. If Party A fails to provide Party B with the property right of the project and Party B fails to pay compensation for the losses caused by Party A's failure to provide Party B with the above-mentioned property right due to Party A's failure to investigate and approve the project.
Party A promises not to renovate, repair or transform the roof within 5 years after the commencement of the project (limited to the area where photovoltaic panels and other relevant facilities are located). If Party A renovates the project site within 10 years from the date of commencement of the project and requires Party B to disassemble and assemble the photovoltaic power station, the relevant disassembly and assembly expenses shall be borne by Party A; If it is beyond 10 years, the relevant disassembly and assembly expenses shall be borne by Party B once. During the implementation of the project, Party B shall be responsible for the costs related to the reinforcement of Party A's building structure caused by the installation of photovoltaic system and the responsibility for safe construction. The renovation time shall not exceed half a year. If the renovation time exceeds half a year due to Party A, Party A shall compensate Party B for the loss of power generation according to the power consumption price of Party A's power grid in the local same period. If Party B shares Party A's power distribution facilities, Party A shall provide Party B with 25 years of use right free of charge.
During the construction process and the operation and maintenance process after the completion of the project, if the roof of Party A is damaged due to Party B, Party B shall be responsible for repairing and bear the expenses.
(IV) liability for breach of contract
If Party A demolishes the roof of the building, terminates the contract without authorization, takes back the roof of the building in advance, or is lazy in repairing the main structure and roof of the plant, or the agreement cannot be continued due to other reasons of Party A, Party A shall compensate Party B for all direct losses and expenses related to the demolition of the power station according to the proportion of the remaining outstanding contract period. In case of the foregoing, Party B may notify Party A in writing to terminate this Agreement and has the right to retrieve the project assets immediately. If Party A delays in paying the electricity fee, it shall pay a late fee of 0.3% of the current payable amount every day. (V) the agreement shall come into force. This Agreement shall come into force from the date when the legal representatives or authorized representatives of both parties sign and affix their official seals, and shall be terminated at the expiration of the project contract.
4、 Purpose and impact of related party transactions on the company
The daily related party transactions between the company's holding subsidiaries Dongyang animal husbandry, Lanxi animal husbandry, Yueqing animal husbandry, Pujiang animal husbandry, Tiantai animal husbandry, Xianju breeding pig, Xianju agriculture and Guohua new energy are required by the company's production and operation and belong to normal commercial transactions. It is expected that the relevant daily related party transactions will continue in the future operation. Dongyang animal husbandry, Lanxi animal husbandry, Yueqing animal husbandry, Pujiang animal husbandry, Tiantai animal husbandry, Xianju breeding pig and Xianju agriculture give Guohua new energy the construction and operation of photovoltaic power generation projects by providing idle building roofs free of charge, and enjoy its preferential and discounted power sales services. The transaction price is fair, reasonable and mutually beneficial. This transaction is conducive to reducing the company's energy consumption index and reducing the power cost, There is no situation damaging the interests of the company and minority shareholders, which will not have a significant impact on the current and future financial status and operating results of the company, will not affect the independence of the company, and the company will not rely on related parties. At the same time, if this cooperation can be successfully implemented and give play to good ecological, environmental protection and economic benefits, it will play a good demonstration and promotion role for the joint-stock subsidiary Guohua new energy to continue to carry out comprehensive smart new energy projects in the future.
5、 Independent directors approve written opinions and independent opinions in advance
(I) written opinions approved by independent directors in advance
After verification, we believe that the company plans to review the proposal on daily related party transactions between the company's holding subsidiaries Dongyang Huatong animal husbandry Co., Ltd., Lanxi Huatong animal husbandry Co., Ltd., Yueqing Huatong animal husbandry Co., Ltd., Pujiang Huatong animal husbandry Co., Ltd., Tiantai Huatong animal husbandry Co., Ltd., Xianju Huatong pig breeding Co., Ltd., Xianju lvfa Ecological Agriculture Co., Ltd. and Yiwu Guohua new energy Co., Ltd. of state power investment group, It complies with the company law and other relevant laws and regulations, the articles of association, the decision-making system of connected transactions and other provisions. It is a normal business transaction and belongs to normal commercial transactions. The pricing of connected transactions is reasonable, fair and mutually beneficial, and there is no damage to the interests of the company, shareholders, especially small and medium-sized shareholders. It will not adversely affect the independence of the company, and the company will not rely on relevant related parties. Therefore, we agree that the company will submit the proposal on the purchase of power sales service quota and related party transactions from the holding subsidiary of the new company to the participating subsidiary Yiwu Guohua new energy Co., Ltd. of state power investment group to the board of directors for deliberation. At the same time, the affiliated directors shall avoid voting.
(II) independent opinions expressed by independent directors
After verification, we believe that: Dongyang Huatong animal husbandry Co., Ltd., Lanxi Huatong animal husbandry Co., Ltd., Yueqing Huatong animal husbandry Co., Ltd., Pujiang Huatong animal husbandry Co., Ltd., Tiantai Huatong animal husbandry Co., Ltd The decision-making procedures for the daily related party transactions between Xianju Huatong breeding pig Co., Ltd., Xianju lvfa Ecological Agriculture Co., Ltd. and Yiwu Guohua new energy Co., Ltd. of the State Power Investment Group comply with the company law and other relevant laws and regulations, the articles of association, the decision-making system for related party transactions, and the pricing and payment conditions of related party transactions follow the principles of fairness, mutual benefit and rationality, It will not adversely affect the independence and standardized operation of the company, nor will it damage the interests of the company and shareholders, especially minority shareholders. Therefore, we agree with the company's proposal on the purchase of power sales service quota and related party transactions from Yiwu Guohua new energy Co., Ltd., a joint-stock subsidiary of state power investment group, by a new holding subsidiary of the company
