Securities code: Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) securities abbreviation: Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) Announcement No.: 202225
Bond Code: 127027 bond abbreviation: Jingyuan convertible bond
Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552)
Announcement on the reply to the inquiry letter of Shenzhen Stock Exchange
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) (hereinafter referred to as ” Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) ” or “the company”) received the inquiry letter issued by Shenzhen Stock Exchange on March 8, 2022 (inquiry letter of the company Department [2022] No. 31), The company has checked the matter mentioned in the inquiry letter about the company’s acquisition of 100% equity of Baiyin Nongsheng Chemical Co., Ltd. (hereinafter referred to as “target company, Nongsheng chemical”) held by the related party Gansu Liuhua (Group) Co., Ltd. (hereinafter referred to as “Liuhua group”), and replied to the announcement as follows:
1. The business scope of the target company mainly includes the production and operation of nitro compound fertilizer, concentrated nitric acid and other chemical products, house leasing and other businesses. Please explain to your company:
(1) Whether the built, under construction and proposed projects of the target company belong to “high energy consumption and high emission” projects, whether the energy efficiency level of relevant projects reaches China’s advanced value, whether they meet the relevant national or local policy requirements and implementation, whether they need to comply with the procedures and performance of approval, approval and filing of relevant competent departments. Lawyers are requested to check the above matters and express clear opinions.
reply:
1) As of the date of this reply, the subject company has no projects under construction or planned.
2) The target company has built a 250000 ton nitro compound fertilizer project, which has been put into operation. The industry in which the project is located belongs to “high energy consumption and high emission” industry, but the energy efficiency level of the project has reached China’s advanced value and is in line with relevant national or local policies.
① Basic information of the project
Basic information of the project
Company name: Gansu Liuhua (Group) Co., Ltd
Project Name: 250000 T / a nitro compound fertilizer project
The construction scale has an annual output of 250000 tons of nitro compound fertilizer and 150000 tons of concentrated nitric acid
A set of nitro compound fertilizer plant with an annual output of 250000 tons will be built in the project;
A set of concentrated nitric acid plant with an annual output of 150000 tons and its supporting public works and other projects will be built.
The total investment is 722703 million yuan
Construction site: Yindong District, Baiyin high tech Industrial Development Zone
The project filing has obtained the notice of Gansu Provincial Industry and Information Technology Commission on the registration and filing of the project with an annual output of 250000 tons of nitro compound fertilizer of Gansu Liuhua (Group) Co., Ltd. (Gan Gong Xin Yuan (BEI) [2010] No. 10)
It has obtained the notice of Gansu Provincial Development and Reform Commission on the registration and filing of 250000 tons of nitro compound fertilizer project of Gansu Liuhua (Group) Co., Ltd. (GaN FA Gai ye (BEI) [2010] No. 103)
The EIA reply has been approved by the environmental protection department of Gansu Province on the environmental impact report of Gansu Liuhua (Group) 250000 ton nitro compound fertilizer project (GHPF [2010] No. 180)
The reply of safety assessment has obtained the opinions on safety license of hazardous chemical construction project of Gansu administration of work safety (gan’an supervision and administration of work safety No. 3 project Shen Zi [2010] 0114)
The conclusion of fire control opinions is that the fire control acceptance opinions of Baiyin public security fire brigade construction project (bgxyz [2016] No. 0044) has passed the acceptance
The energy assessment reply has obtained the review opinions of Gansu Development and Reform Commission on the energy conservation assessment report of Gansu Liuhua (Group) Co., Ltd. annual output of 250000 tons of nitro compound fertilizer project
The health department has obtained the reply of Gansu Provincial Department of health on the pre evaluation report of occupational hazards of the 250000 ton nitro compound fertilizer project of Gansu Liuhua (Group) Co., Ltd. and the reply of Gansu Provincial Administration of work safety on the occupational health of the 250000 ton nitro compound fertilizer project of Gansu Liuhua (group) Co., Ltd
Reply
The construction procedures have obtained the construction project planning license (JZ No. 2010020) issued by the planning and Construction Bureau of the Management Committee of Gansu Baiyin high tech industrial zone
It has obtained the construction land planning license (Di Zi No. 2010020) issued by the planning and Construction Bureau of the Management Committee of Gansu Baiyin high tech industrial zone
It has obtained the construction permit of construction project (No.: 620402201103100105) issued by the planning and Construction Bureau of the Management Committee of Gansu Baiyin high tech industrial zone
The project has passed the completion acceptance of Gansu Provincial Administration of work safety
The project land has obtained the use right of state-owned construction land (bgy (2014) No. 060) through transfer
Product production license product production license: concentrated nitric acid (GAN) xk13-00 China Meheco Group Co.Ltd(600056) and compound fertilizer (GAN) safety production license xk13-00100158
Pollutant discharge permit and work safety permit: (GaN BAI) wh an Xu Zi (015)
Pollutant discharge permit: 916204 Qinghai Salt Lake Industry Co.Ltd(000792) 68148y001v
② According to the industry classification guidelines for listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of the target company is C26: chemical raw materials and chemical products manufacturing industry.
It belongs to the industry within the scope of “two high”, but the project belongs to the encouraged project, not the national restricted and eliminated project. The main products nitro compound fertilizer and concentrated nitric acid are not listed in the products of “high pollution and high environmental risk”.
According to the industrial classification of national economy (GB / t47542017), the industry of the subject company is “2624 compound fertilizer manufacturing and 2611 inorganic acid manufacturing” in “26 chemical raw materials and chemical products manufacturing” in “C Manufacturing”.
On February 26, 2020, the national development and Reform Commission issued the letter on clarifying matters related to the implementation of phased power cost reduction policies, which defined the scope of high energy consuming industries as: “petroleum, coal and other fuel processing industry, chemical raw materials and chemical products manufacturing industry, non-metallic mineral products industry, ferrous metal smelting and rolling processing industry, non-ferrous metal smelting and rolling processing industry, power and heat production and supply industry.”
On May 30, 2021, the Ministry of ecology and environment issued the guiding opinions on strengthening the prevention and control of the ecological environment source of “high energy consumption and high emission” construction projects. “Two high” refers to “high energy consumption and high emission”. The “two high” projects are temporarily counted according to six industry categories such as “coal power, petrochemical, chemical industry, iron and steel, nonferrous metal smelting and building materials”. If there are clear regulations on the scope of “two high” in the follow-up, those regulations shall be followed.
According to the Guiding Catalogue for industrial structure adjustment (2011 version) in force at that time and the Guiding Catalogue for industrial structure adjustment (2019 version) revised and issued by the national development and Reform Commission on December 30, 2021, “category I encouraged category Xi, petrochemical industry 5, production of high-quality potassium fertilizer and various special fertilizers, water-soluble fertilizer, liquid fertilizer, medium and trace element fertilizer, nitro fertilizer and slow and controlled-release fertilizer, development and application of phosphogypsum comprehensive utilization technology.” The project has an annual output of 250000 tons of nitro compound fertilizer, which belongs to the encouraged project.
According to the comprehensive list of environmental protection (2021 version) issued by the general office of the Ministry of ecology and environment on November 2, 2021, nitro compound fertilizer and concentrated nitric acid are not included in the list of products with “high pollution and high environmental risk”.
③ The target company has implemented relevant policies and requirements, and the actual energy consumption per unit product is at the leading level in China.
According to the energy saving evaluation report of Gansu Liuhua (Group) Co., Ltd. with an annual output of 250000 tons of nitro compound fertilizer project (hereinafter referred to as the energy saving evaluation report) issued by Lanzhou Aerospace Petrochemical Engineering Co., Ltd., the project standard value of energy consumption per unit product of concentrated nitric acid is 0.047tce, China’s advanced level is 0.047tce, which belongs to China’s leading level, and the standard value of energy consumption per unit product of nitro compound fertilizer is 0.026tce, China’s advanced level is 0.026 TCE, which belongs to China’s leading level.
The target company has built a dilute nitric acid plant, which adopts the current advanced nitric acid production technology double pressure method in China and the world. The process technology is advanced, with remarkable energy-saving effect, environmental protection standard, safety and reliability. It is an international nitric acid process with low ammonia consumption. Due to the reasonable energy utilization and full waste heat utilization of this process, the power consumption of nitric acid is 22.3kw · H / T, which is lower than that of traditional technology by 30KW · H / T.
④ The project construction of the target company has fulfilled the necessary approval, approval, filing and other procedures.
The target company’s annual output of 250000 tons of nitro compound fertilizer project has obtained relevant approval, approval, filing and other procedures. See the basic information table of the project for details and performance. Relevant approval, approval, filing and other procedures have been performed.
(2) Supplementary disclosure: whether the subject company is engaged in or intends to engage in house leasing business. If so, please explain the specific content of the business, the proportion of the business, and whether it belongs to residential or commercial real estate development and operation business. Reply: at present, the subject company has a small amount of house external leasing business, but the amount is small, the proportion of business is low, and it does not belong to residential or commercial real estate development and operation business.
The subject company has a house for lease, and the lessee is Liuhua Chemical Co., Ltd. of Jingyuan Coal Industry Group, a wholly-owned subsidiary of the company, which is used for the project construction and office of the company. The details of the house are as follows:
Source and use area of the house located by the lessee
No. (M2)
Jingyuan Coal Industry Group Liuhua Baiyin National Highway 109
1. To the north of the line of Chemical Co., Ltd. and to the east of the outsourcing Office of cooked food 318640 processing base
The proportion of the house rental income of the subject company in the main business income is as follows:
Year 2021
The lease term is from January 1, 2021 to December 31, 2021
Rent (excluding tax) income of RMB 1.5394 million
The main business income of the target company is 2706454 million yuan
House rental income accounted for 0.57%
According to Article 30 of the law of the people’s Republic of China on the administration of urban real estate, “a real estate development enterprise is an enterprise engaged in real estate development and operation for the purpose of profit”. Article 2 of the regulations on the administration of urban real estate development and operation stipulates: “the real estate development and operation mentioned in these Regulations refers to the behavior of real estate development enterprises in carrying out infrastructure construction and housing construction on state-owned land in urban planning areas, and transferring real estate development projects or selling and renting commercial houses”. The business scope of the target company contains the expression of “real estate leasing”, but it does not belong to the real estate development enterprise specified in the urban real estate management law of the people’s Republic of China, nor does it have the qualification of real estate development. The target company’s rental of real estate accounts for a very small proportion of the company’s total income and does not belong to residential or commercial real estate development and operation business.
2. The production of the target company failed to reach the production standard in the historical year, and its future production and operation is uncertain. The net assets of the target company from 2020 to 2021 are -141 million yuan and 162 million yuan respectively, and the net profits are -15 million yuan and -247 million yuan respectively; By the end of 2021, the balance of other payables of the target company was 488 million yuan, mainly other payables to Liuhua group; The asset-based method and income method are selected for this appraisal, and the asset-based method is finally adopted as the appraisal conclusion. Please your company:
(1) Combined with the assets and liabilities of the target company, explain the reasons for the large fluctuation of net assets.
Reply: the net assets of the target company at the end of 2021 have changed significantly compared with the net assets in 2020, which is mainly due to the conversion of debts into paid in capital when the target company is established and the provision for asset impairment of the target company in 2021.
The target company was formerly known as Baiyin Xintian chemical branch of Liuhua (Group) Co., Ltd. (hereinafter referred to as Xintian branch). On September 28, 2021, Liuhua Group invested and established the target company with the assets of Xintian branch. As Xintian branch is an unincorporated entity on December 31, 2020, its net assets are
