Securities code: Pingdingshan Tianan Coal Mining Co.Ltd(601666) stock abbreviation: Pingdingshan Tianan Coal Mining Co.Ltd(601666) No.: 2022028
Pingdingshan Tianan Coal Mining Co.Ltd(601666)
Announcement on re signing the daily connected transaction agreement
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 integrity of its contents. Important content tips:
● due to the expiration of the daily connected transaction agreement signed between Pingdingshan Tianan Coal Mining Co.Ltd(601666) (hereinafter referred to as ” Pingdingshan Tianan Coal Mining Co.Ltd(601666) ” or “the company”) and China Pingmei Shenma energy and Chemical Group Co., Ltd. (hereinafter referred to as “China Pingmei Shenma Group” or “the group company”) on June 26, 2019, the contents of daily connected transactions have changed: 1 The agreement on the procurement contract of raw materials and equipment shall be abolished, and the comprehensive procurement and service framework agreement shall be added; 2. Trademark use right services and intellectual property services are added to the comprehensive service agreement. Therefore, based on the principle of “necessary transaction matters and fair transaction price”, the company revised and re signed the original agreement through consultation with related parties.
● China Pingmei Shenma Group is the controlling shareholder of the company, and signing the daily related party transaction agreement is a related party transaction.
● this related party transaction still needs to be submitted to the general meeting of shareholders for deliberation.
1、 Overview of related party transactions
Affected by objective factors such as geographical environment and historical origin, there are several daily related party transactions between the company and the controlling shareholder China Pingmei Shenma Group and its subordinate units in coal trading, material procurement and comprehensive services. On June 26, 2019, Pingdingshan Tianan Coal Mining Co.Ltd(601666) signed the daily related party transaction agreement with related parties, which is valid for three years from January 1, 2019
From to December 31, 2021. After three years, the contents of daily connected transactions have changed: 1 The agreement on the procurement contract of raw materials and equipment shall be abolished, and the comprehensive procurement and service framework agreement shall be added; 2. Trademark use right services and intellectual property services are added to the comprehensive service agreement. In accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange, the daily connected transaction agreement shall re perform the relevant review procedures and disclosure obligations every three years. Therefore, based on the principle of “necessary transaction matters and fair transaction price”, the company revised and re signed the original agreement through consultation with related parties.
2、 Introduction to related parties
(I) basic information of related parties
China Pingmei Shenma energy and Chemical Group Co., Ltd
Date of establishment: December 3, 2008
Company address: yard 21, miner’s Middle Road, Pingdingshan City, Henan Province
Registered capital: 19432090000 yuan
Legal representative: Li Mao
Company type: limited liability company
Business scope: raw coal mining and washing; railway transportation; Material storage and transportation; construction Production and supply of electricity, heat and tap water; Power and communication engineering construction; Pipeline installation and maintenance; Environmental monitoring; Bidding agency; Leasing and commercial services; Professional technical management and consulting services; Elevator installation and maintenance; Information transmission service; Cable TV installation; Film screening; Theater business and services; Production and construction of environmental protection equipment; estate management; Repair of electromechanical equipment; Contracting overseas projects; Design, produce and publish advertisements; Design and installation of coal mine safety instruments; Import and export business (excluding goods and technologies whose import and export are restricted or prohibited by the state); Automobile sales; Timber harvesting; Planting and sales of seedlings and flowers; Accommodation and catering; travel agency; Residential services; Production and sales: cord fabric, industrial and civil silk, carpet silk, plastic and rubber products, chemical products (excluding flammable, explosive and dangerous chemicals), electromechanical products and accessories, miner’s lamp, light (New) building materials, metal and non-metallic pipes and accessories, explosion-proof electrical appliances, mine ventilation safety products, metal components, cement and fly ash; Wholesale and retail: coke, motor vehicle accessories, metal materials, building materials, labor protection supplies, electronic products, hardware and electricity, belts, wood, office machines and accessories, ornamental fish and fishing gear, Shenzhen Agricultural Products Group Co.Ltd(000061) , food, prepackaged food, health products, handicrafts, daily necessities, clothing, beverages and wine; Retail of cigarettes and cigars (limited to branches).
As of September 30, 2021, China Pingmei Shenma Group had total assets of 214855 billion yuan and owner’s equity of 54.743 billion yuan. From January to September 2021, China Pingmei Shenma Group achieved an operating revenue of 108836 billion yuan and a net profit of 2.866 billion yuan.
(II) basic information of other related parties
1. Pingmei Shenma Construction Engineering Group Co., Ltd. (hereinafter referred to as “Pingmei Shenma Construction Engineering Group”) is a subsidiary of China Pingmei Shenma Group, the controlling shareholder of the company. Registered address: courtyard 4, south of the east section of Jianshe Road, Weidong District, Pingdingshan City (200m west of the office building of the mobile company); Registered capital: 29765091 million yuan; Business scope: Mining Engineering, construction engineering, smelting engineering, petrochemical engineering, municipal public engineering, building electromechanical installation engineering, building decoration engineering, waterproof, anti-corrosion and thermal insulation engineering, hoisting equipment installation engineering, environmental protection engineering, tunnel engineering, fire protection equipment construction engineering, highway engineering, power engineering, power transmission and transformation engineering, landscaping engineering construction; Construction labor; Design of coal industry (mine and coal preparation plant) and construction industry (Construction Engineering and civil air defense engineering); Geotechnical engineering investigation and solid mineral exploration; Geological drilling; Road general cargo transportation, special cargo transportation (tank container), large object transportation (class I); Contracting overseas construction projects and domestic international bidding projects; Manufacturing of cement products; Manufacturing of special railway equipment, equipment and accessories. And the export of equipment and materials required for the above overseas projects, and the dispatch of labor personnel required for the implementation of the above overseas projects. The following scope is limited to the operation of branches: house and equipment leasing; Machinery manufacturing and maintenance; Production and sales of wooden fire doors; Cold rolled ribbed steel bar manufacturing; Engineering survey; Cadastral mapping. Purchase and sale of materials and equipment; Warehousing and storage; Loading and unloading.
By the end of December 2021, Pingmei Shenma construction engineering group had total assets of 10.02 billion yuan and net assets of 3.489 billion yuan; In 2021, the company realized an operating revenue of 3.763 billion yuan and a total profit of 25.35 million yuan. (the above data has been audited)
2. China Pingmei Shenma Group Finance Co., Ltd. (hereinafter referred to as “Pingmei Shenma Group Finance Company”) is a financial institution subordinate to China Pingmei Shenma Group. In 2013, with the approval of the former Bank Of China Limited(601988) industry supervision and Administration Commission, it was jointly invested by China Pingmei Shenma Group, Pingdingshan Tianan Coal Mining Co.Ltd(601666) , Shenma Industry Co.Ltd(600810) and is now a non bank financial institution supervised by Bank Of China Limited(601988) insurance supervision and Administration Commission. The registered capital of Pingmei Shenma Group finance company is RMB 300 million, and the approved business scope is: handling financial and financing consulting, credit assurance and relevant consulting and agency business for member units; Assist member units to realize the receipt and payment of transaction funds; Provide guarantee to member units; Handle entrusted loans and entrusted investment between member units; Handle bill acceptance and discount for member companies; Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; Absorbing deposits from member units; Handle loans and financial leases for member units; Engage in interbank lending; Underwriting corporate bonds of member units; Fixed income securities investment; Buyer’s credit and financial leasing of products of member units.
By the end of December 2021, the total assets of Pingmei Shenma Group Finance Company were 106960868 million yuan and the net assets were 32392675 million yuan; In 2021, the operating revenue was 277255300 yuan and the total profit was 154094600 yuan. (the above data has been audited) (III) introduction to related party relations
Pingmei Shenma Construction Engineering Group Co., Ltd. is a subsidiary of China Pingmei Shenma Group, which holds 98.86% of its shares; Pingmei Shenma Group finance company is a subordinate financial institution of China Pingmei Shenma Group, which holds 51% of its shares; The above units are all affiliated parties of the company.
3、 Main contents of related party transactions
(I) agreement signed between the company and related party China Pingmei Shenma Group
Agreement 1: raw coal purchase contract. As China Pingmei Shenma Group still has some remaining mines (hereinafter referred to as “remaining mines”) engaged in coal mining, some coal products can be used as washed raw coal for smelting clean coal, and it has no smelting clean coal preparation plant at present. The company and China Pingmei Shenma Group (including its subsidiaries) own the main raw coal resources for washing in Pingdingshan mining area. Except that the raw coal for washing required for smelting clean coal is provided by each mine of the company, the insufficient part is purchased from China Pingmei Shenma Group. In order to make rational use of resources and achieve win-win results for both sides, as the controlling shareholder of the company, China Pingmei Shenma Group promises to give priority to the supply of raw coal suitable for washing produced by its remaining mines to the company under the same conditions and on the premise of meeting the washing capacity of the company; The company also promised to give priority to the purchase of raw coal suitable for washing produced by the remaining mines of China Pingmei Shenma Group under the same conditions. Both parties agree to negotiate and determine the transaction price with reference to the fair market price of raw coal, and adjust it synchronously according to the adjustment of market price. The agreement is valid for three years.
Agreement 2: coal product sales contract. As the main smelting clean coal and power coal production enterprise in Pingdingshan mining area, the company is located in Pingdingshan mining area together with coal chemical, power generation, heating and other enterprises subordinate to China Pingmei Shenma Group. In order to meet the coal production needs of China Pingmei Shenma Group (including its subsidiaries), the company sells coal products to China Pingmei Shenma Group. In principle, the company will not supply the trade coal purchased by related parties and then directly sold abroad, or sold abroad after simple processing. Both parties agree to negotiate and determine the transaction price of coal products with reference to the fair market price of coal products. The sales price shall not be lower than the sales price to key users of non related parties, and shall be adjusted synchronously according to the adjustment of market price. The agreement is valid for three years.
Agreement 3: coal products consignment contract. As the remaining mines of China Pingmei Shenma Group are engaged in coal mining, in order to avoid horizontal competition, China Pingmei Shenma Group agreed to entrust the company to sell its coal products on a commission basis. The price of a series of coal products shall be determined through negotiation between the company and the sales agent, and the price of a series of coal products shall be determined through negotiation. The scope of coal products sold on a commission basis does not include the coal products used by China Pingmei Shenma Group and the washed raw coal supplied to the company. The sales expenses paid by China Pingmei Shenma Group to the company shall be reasonably apportioned according to the sales revenue of China Pingmei Shenma Group and the actual sales expenses of the company. The agreement is valid for three years.
Agreement IV: comprehensive procurement and service framework agreement. In order to give full play to the group’s advantages of centralized batch procurement, ensure procurement quality and reduce procurement costs, the bidding procurement center is responsible for implementing various projects, goods and services purchased by Pingdingshan Tianan Coal Mining Co.Ltd(601666) (including its subsidiaries). If there is government pricing, it shall be implemented in accordance with the government’s guiding price; If there is an open market price, the price shall be determined according to the open market price, comprehensively considering the market supply and demand relationship and trend, payment method, payment cycle, transportation and distribution, quality and other factors, and shall not be higher than the comparable wholesale price published by Jingdong, Taobao and other enterprise procurement e-commerce platforms and Pingdingshan project price information; If there is no government pricing and no market price, the pricing shall be made according to the market-oriented methods such as cost plus reasonable profit and income sharing through negotiation between both parties. The payment and settlement methods of specific transactions between both parties shall be determined by both parties in accordance with the agreement or trading habits, and the agreement shall be valid for three years.
Agreement V: material sales contract. Under the special circumstances of urgent need to adjust surplus and shortage and other small needs, according to the actual production and operation, the company sells materials to China Pingmei Shenma Group according to the technical indicators, quality standards and quantity required by China Pingmei Shenma Group. Both parties agree to negotiate and determine the transaction price according to the procurement cost and fair market price. The agreement is valid for three years.
Agreement VI: equipment lease contract. The company and the remaining mines of China Pingmei Shenma Group are engaged in coal mining. In order to improve the use efficiency of equipment, the company and China Pingmei Shenma Group are willing to provide each other with equipment leasing services in terms of equipment leasing. Both parties agree to calculate the annual rental fee according to the following formula:
Annual lease fee = annual depreciation of leased assets × (1 + VAT rate)
The rental fee paid by the lessee shall be calculated based on the actual leased equipment in the current month. The agreement is valid for three years.
Agreement 7: real estate lease contract. Due to historical reasons, affected by the policies related to land disposal and the listing of the main coal industry, logistics and other units serving the company’s production and operation have not been restructured into the company in the asset restructuring, and the land and related real estate of these units are still retained in China Pingmei Shenma Group. Due to the needs of production and operation, the company rents six categories of real estate from China Pingmei Shenma Group, including office space, staff bathhouse, canteen, dormitory, field office space and other real estate. In case of significant changes in the rent standard of the surrounding property, both parties can negotiate to determine the rent standard of the contract by referring to the rent standard of the surrounding property market. If there is a significant change in the rent standard of the contract, both parties can consult and revise the rent standard of the surrounding property. The agreement is valid for three years.
Agreement 8: geological exploration contract. According to the actual production and operation needs, China Pingmei Shenma Group needs Pingdingshan Tianan Coal Mining Co.Ltd(601666) and its subordinate units to provide it with geotechnical engineering survey, solid mineral exploration, geological drilling, coalbed methane exploration, geophysical exploration, surveying and mapping and other services in accordance with the business standards of the competent departments of the state and the requirements of the group company. The exploration projects of the construction team are selected through bidding, and the pricing standard of service fee is determined by referring to the Central Geological Exploration Fund project budget standard of the central geological exploration fund management center of the Ministry of land and resources; For engineering construction projects without bidding or without bidding, the pricing standard of service fee shall be determined according to the following principles: 1. Current budget quota, comprehensive base price and supporting pricing documents; 2. Budget price and price adjustment regulations of material, labor and machinery shift; 3. Documents such as cost and policy adjustment issued by the project cost management department; 4. Other conditions agreed by both parties.
Agreement 9: comprehensive service agreement. Due to the influence of historical origin, there are railway transportation, power supply, heat supply, equipment repair, information service, production service, living service, blasting operation and other services between China Pingmei Shenma Group and the company. From 2022, the trademark use right and intellectual property service will be added, and the company will pay the corresponding fees according to the actual usage. Among them, the pricing of railway transportation, power supply, heating and other service fees shall be implemented according to the government pricing or guidance price, and the new pricing shall be implemented when the government pricing or guidance price changes; Equipment repair and information
