Securities code: Pingdingshan Tianan Coal Mining Co.Ltd(601666) stock abbreviation: Pingdingshan Tianan Coal Mining Co.Ltd(601666) No.: 2022026
Pingdingshan Tianan Coal Mining Co.Ltd(601666)
Announcement on signing the comprehensive procurement and service framework 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:
● in order to give full play to the advantages of centralized batch procurement of China Pingmei Shenma energy and Chemical Group Co., Ltd. (hereinafter referred to as “China Pingmei Shenma Group” or “group company”), ensure procurement quality and reduce procurement costs, the group company implements centralized procurement of various projects, goods and services purchased by its branches, wholly-owned subsidiaries, holding companies and their subordinate units, The centralized procurement is organized and implemented by the bidding procurement center of China Pingmei Shenma energy and chemical group (hereinafter referred to as the “bidding procurement center”), and the comprehensive procurement and service framework agreement is proposed to be signed through friendly negotiation between Pingdingshan Tianan Coal Mining Co.Ltd(601666) (hereinafter referred to as the “company”) and the bidding procurement center. The bidding procurement center is responsible for the implementation of various projects, goods and services purchased by the company (including its subsidiaries), and is expected to increase the amount of daily related party transactions by about 4.1 billion yuan in 2022.
● the bidding procurement center is the branch of China Pingmei Shenma Group, and China Pingmei Shenma Group is the controlling shareholder of the company. The signing of the comprehensive procurement and service framework agreement is a related party transaction.
● this related party transaction still needs to be submitted to the general meeting of shareholders for deliberation.
1、 Basic information of related party transactions
According to the arrangement of the state owned assets supervision and Administration Commission of the people’s Republic of China (SASAC) for the procurement management of central enterprises and the improvement of benchmarking, the group company gives full play to the advantages of centralized batch procurement, ensures the procurement quality and reduces the procurement cost. The group company implements centralized procurement for various projects, goods and services purchased externally by its branches, wholly-owned subsidiaries, holding companies and their subordinate units. The centralized procurement is organized and implemented by the bidding procurement center, After friendly negotiation between the company and the bidding procurement center, it is proposed to sign the comprehensive procurement and service framework agreement. The bidding procurement center is responsible for the implementation of various projects, goods and services purchased by the company (including its subsidiaries), and is expected to increase the amount of daily related party transactions by about 4.1 billion yuan in 2022.
2、 Introduction and relationship of related parties
(I) introduction to related party relationship
The bidding procurement center is the branch of China Pingmei Shenma Group. As the controlling shareholder of the company, China Pingmei Shenma Group holds 1234598216 shares of the company, accounting for 53.33% of the issued shares of the company. According to the provisions of the Listing Rules of Shanghai Stock Exchange, the signing of the comprehensive procurement and service framework agreement is a related party transaction.
(II) basic information of related parties
Enterprise name: bidding and procurement center of China Pingmei Shenma energy and Chemical Group Co., Ltd
Registered address: room 1701, economic transfer building, yard 21, miner’s Middle Road, Xinhua District, Pingdingshan City, Henan Province
Enterprise type: branch of limited liability company
Date of establishment: May 31, 2021
Business scope: bidding agency services; Information consulting services (excluding licensed information consulting services); Sales of coal and products; Sales of special equipment; Sales of metal products; Sales of metal materials; Sales of metal wire rope and its products; Sales of seals; Sales of plastic products; Sales of rubber products; Sales of new catalytic materials and additives; Sales of engineering plastics and synthetic resin; Sales of industrial textile products; Sales of building materials; Wholesale of hardware products; Retail of hardware products; Lamp sales; Sales of hydraulic power machinery and components; Sales of pneumatic power machinery and components; Sales of mining machinery; Sales of mechanical parts and components; Sales of generators and generator sets; Sales of electronic components and electromechanical components and equipment; Sales of bearings, gears and transmission parts; Sales of capacitors and their supporting equipment; Distribution switch control equipment sales; Sales of mechanical and electrical equipment; Sales of pumps and vacuum equipment; Sales of electrical equipment; Sales of electronic products; Sales of electrical accessories; Production license of chemical products (excluding chemical products); Sales of chemical products (excluding licensed chemical products); Sales of labor protection articles; Sales of cement products; Timber sales; Paint sales (excluding hazardous chemicals); Wholesale of auto parts; Sales of daily necessities; Sales of household appliances; Sales of office supplies; Sales of office equipment; Sales of office equipment and consumables; Wholesale of computer software, hardware and auxiliary equipment; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Loading, unloading and handling; New car sales; Import and export of goods; Sales of photovoltaic equipment and components (except for projects subject to approval according to law, carry out business activities independently according to law with business license): import and export of toxic chemicals; Operation of hazardous chemicals (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or permits of relevant departments)
3、 Main contents and basic pricing principles of related party transactions
(I) the main contents of the comprehensive procurement and service framework agreement to be signed by the company and the bidding procurement center are as follows:
1. Term of cooperation: 3 years. This agreement is valid from January 1, 2022 to December 31, 2024.
2. Cooperation content:
During the validity of the agreement, the company (including its subsidiaries) purchases from the bidding procurement center, including but not limited to one, more or comprehensive products or services as follows:
(1) All kinds of equipment and materials required for production and capital construction;
(2) Agent services such as bidding / price inquiry and comparison of various projects, equipment, materials and services / preparation and organization of price inquiry and comparison documents;
(3) Comprehensive services such as market inquiry, benchmarking or budget / estimate review of various purchase prices;
(4) Other procurement or services.
During the validity of the agreement, the bidding procurement center shall provide the company (including its subsidiaries) with one, more or comprehensive products or services including but not limited to the following:
(1) All kinds of equipment and materials required for production and capital construction;
(2) Provide the preparation of bidding documents and public price inquiry and comparison documents, and organize the selection, evaluation, bid determination management and other agency services of judges in the process of bidding and price inquiry and comparison;
(3) Provide one or more of the following or comprehensive services:
① Provide inquiry and benchmarking services for the company (including its subsidiaries) at market prices; ② Audit services of project budget / estimate and cost;
③ Provide e-procurement platform for electronic procurement business and data analysis services;
④ Provide data and information sharing of similar material cooperation suppliers among enterprises and broaden procurement channels;
⑤ Information consulting services (excluding licensed information consulting services);
(4) Goods warehousing and distribution services;
(5) Other services provided according to the needs of the company.
3. Amount of connected transactions: it is expected to increase the amount of daily connected transactions by about 4.1 billion yuan in 2022.
(II) pricing principle
1. If there is a government fixed price, it shall be implemented in accordance with the government guided price;
2. 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; It is not higher than the comparable wholesale price issued by e-commerce platforms purchased by jd.com, Taobao and other enterprises and Pingdingshan project cost information;
3. 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.
4、 Purpose of related party transactions and its impact on the company
The company and the bidding procurement center intend to sign the comprehensive procurement and service framework agreement to meet the daily production and operation needs of the company and follow the principles of equality, voluntariness, complementary advantages, mutual benefit and common development. The comprehensive procurement and services provided by the bidding procurement center for the company meet the needs of the company, and the above related party transactions are reasonable and necessary.
The price of products and services of the bidding procurement center shall not be higher than that of similar products of the same specification and quality in the market. The transaction price is fair, will not damage the interests of the company and other shareholders, and will not have an adverse impact on the current and future financial status and operating results of the company.
5、 Voting
On March 28, 2022, the company held the 30th meeting of the 8th board of directors, which deliberated and approved the proposal on signing the comprehensive procurement and service framework agreement. When the board of directors deliberated the related party transaction proposal, the related directors Mr. Pan Shuqi, Mr. Zhang Jianguo, Tu Xingzi Xiansheng, Mr. Wang Liang, Mr. Li Yanhe, Mr. Wang Xinyi, Mr. Zhao Yuntong, Mr. Kang Guofeng and Mr. Chen Jinwei avoided voting, Nor did he exercise voting rights on behalf of non affiliated directors. The non related directors attending the meeting unanimously agreed on the above related party transactions, and the independent directors expressed their opinions on the above related party transactions.
This related party transaction still needs to be submitted to the general meeting of shareholders for deliberation.
6、 Opinions of independent directors
The independent directors of the company believe that the signing of the comprehensive procurement and service framework agreement between the company and the bidding and procurement center is to meet the daily production and operation needs of the company and follow the principles of equality and voluntariness, complementary advantages, mutual benefit and common development. The transaction is reasonable and necessary, in line with the actual situation of the company, will not affect the independence of the company and is in line with the interests of listed companies and all shareholders, There is no situation that damages the interests of minority shareholders. When the board of directors votes on the above matters, the affiliated directors of the company shall withdraw. The voting procedures of the board of directors comply with the company law, the articles of association and other relevant provisions.
7、 Opinions of the board of supervisors
The board of supervisors of the company believes that the signing of the comprehensive procurement and service framework agreement between the company and the bidding and procurement center is to meet the daily production and operation needs of the company and follow the principles of equality and voluntariness, complementary advantages, mutual benefit and common development. The transaction pricing principle is reasonable and fair, and there is no damage to the interests of the company and shareholders. The signing of the comprehensive procurement and service framework agreement between the company and the bidding procurement center will not have a significant impact on production and operation. The review procedures comply with the company law, the articles of association and other relevant provisions, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
8、 Documents for future reference
1. Resolutions of the 30th meeting of the 8th board of directors signed and confirmed by the attending directors 2. Resolutions of the 22nd Meeting of the 8th board of supervisors signed and confirmed by the attending supervisors
3. Independent opinions signed and confirmed by independent directors of the company
It is hereby announced.
Pingdingshan Tianan Coal Mining Co.Ltd(601666) board of directors March 29, 2022
