Securities code: Elion Clean Energy Company Limited(600277) securities abbreviation: Elion Clean Energy Company Limited(600277) Announcement No.: 2022019
Bond Code: 163399 bond abbreviation: 2 billion profit 01
Bond Code: 163692 bond abbreviation: 2 billion profit 02
Elion Clean Energy Company Limited(600277)
Announcement on foreign investment and related party transactions
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: the company plans to invest and establish two joint ventures with the Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) company. Each company plans to have a registered capital of 1.4 billion yuan and a 50% stake in the company. It is an associated company. The details are subject to the investment agreement further signed by both parties and the information finally registered with the Administration for Industry and commerce. Since the specific investment time has not been determined, it will not affect the normal development of the company's existing business. Up to now, the company's main business has not changed significantly. According to the company's 2020 annual report, photovoltaic power generation revenue accounts for 4.64% of the main business revenue. The establishment of the joint venture company needs to be examined and approved by the competent departments such as industrial and commercial administration. This foreign investment has no significant impact on the company's current operating income, net profit and other operating performance and production and operation. In the past 12 months, the company has no related party transactions with Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) company. This matter shall be submitted to the general meeting of shareholders of the company for deliberation. This matter constitutes a connected transaction, but does not constitute a major asset reorganization, and there are no major legal obstacles to the implementation of the transaction.
1、 Overview of foreign investment and related party transactions
Elion Clean Energy Company Limited(600277) (hereinafter referred to as "the company") and Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) Energy Co., Ltd. (hereinafter referred to as "Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) ") intend to sign a cooperation and investment agreement to make full use of the resources and advantages of both sides to jointly engage in the operation of photovoltaic sand control, hydrogen energy and energy storage industries. The main contents are as follows:
1. The company plans to invest and establish Inner Mongolia Three Gorges elion new energy Co., Ltd. (hereinafter referred to as "Three Gorges elion company") with Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) Co., Ltd. the registered capital of Three Gorges elion company is 140 million yuan, and the company plans to invest 70 million yuan (paid in installments) to hold 50% of its equity.
2. The company plans to establish Wuwei new Tengger Ecological Energy Technology Co., Ltd. (hereinafter referred to as "Wuwei company") with Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) joint investment. The registered capital of Wuwei company is 140 million yuan, and the company plans to invest 70 million yuan (paid in installments) to hold 50% of its equity.
Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) holds 11.17% of the company's shares and is the second largest shareholder of the company. The company's joint foreign investment with Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) constitutes a related party transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and there are no major legal obstacles to the implementation of the transaction.
As of the date of this announcement, the company has not had related party transactions with Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) in the past 12 months.
2、 Introduction to related parties
(I) relationship between related parties
Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) holds 11.17% of the company's shares, is the second largest shareholder of the company, and is an affiliated legal person of the company. (II) basic information of related parties
Company name: Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) City Energy Co., Ltd
Registered address: 802, Hezhen building, Kangbashi District, Inner Mongolia Eerduosi Resources Co.Ltd(600295) City, Inner Mongolia Autonomous Region
Registered capital: RMB 1815 million
Legal representative: Tang Jianjun
Business scope: power generation, transmission and power supply; Hydropower Cecep Solar Energy Co.Ltd(000591) power generation technology service; Sales of new energy prime mover equipment; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Research and development of emerging energy technologies; Special equipment repair
Shareholders: China Three Gorges new energy (Group) Co., Ltd. holds 51%; Three Gorges Capital Holding Co., Ltd. holds 49%.
Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) was incorporated in August 2021, and there is no financial statement for the latest year. The company and Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) maintain independence in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
3、 Basic information of related party transactions
(I) name and type of transaction: joint investment with related parties
(II) basic information of the proposed company
1. It is proposed to establish Three Gorges Yili company
Company name: Inner Mongolia Three Gorges Yili new energy Co., Ltd
Registered address: Inner Mongolia Inner Mongolia Eerduosi Resources Co.Ltd(600295) City
Registered capital: RMB 140 million
Business scope: photovoltaic power generation, photovoltaic desert treatment, energy storage, hydrogen energy project construction, development and operation, etc.
Shareholders: the company holds 50%, and Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) holds 50%.
The above information shall be subject to the information finally registered with the Administration for Industry and commerce.
2. It is proposed to establish Wuwei company
Company name: Wuwei new Tengger Ecological Energy Technology Co., Ltd
Registered address: Wuwei City, Gansu Province
Registered capital: RMB 140 million
Business scope: photovoltaic power generation, photovoltaic desert treatment, energy storage, hydrogen energy project construction, development and operation, etc. Shareholders: the company holds 50%, and Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) holds 50%.
The above information shall be subject to the information finally registered with the Administration for Industry and commerce.
4、 Main terms of investment contract
Contract 1: establish Inner Mongolia Three Gorges Yili new energy Co., Ltd
（1） Contract subject
Party A: Elion Clean Energy Company Limited(600277)
Party B: Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) City Energy Co., Ltd
（2） Main contract terms
1. Basic information of the proposed company
The two sides agreed to jointly invest and establish a joint venture company. The name of the proposed company: Inner Mongolia Three Gorges Yili new energy Co., Ltd., with its registered address in Inner Mongolia Eerduosi Resources Co.Ltd(600295) City, Inner Mongolia, is mainly engaged in photovoltaic power generation, photovoltaic desert control, energy storage, hydrogen energy project construction, development and operation. (the above relevant information shall be subject to the final registration with the Administration for Industry and Commerce)
2. Registered capital and contribution
The registered capital of the joint venture is RMB 140 million, and both parties subscribe their capital contributions in currency. Party A contributes 70 million yuan (paid in installments), accounting for 50% of its registered capital; Party B contributes 70 million yuan (paid in installments), accounting for 50% of its registered capital.
3. This agreement can only be signed after being examined and approved by the competent decision-making bodies of both parties.
Contract 2: establish Wuwei new Tengger Ecological Energy Technology Co., Ltd
(I) contract subject
Party A: Elion Clean Energy Company Limited(600277)
Party B: Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) City Energy Co., Ltd
(II) main terms of the contract
1. Proposed company
The two sides agreed to jointly invest and establish a joint venture company. The name of the proposed company: Wuwei new Tengger Ecological Energy Technology Co., Ltd., with its registered address in Wuwei City, Gansu Province, is mainly engaged in photovoltaic power generation, photovoltaic desert governance, energy storage, hydrogen energy project construction, development and operation. (the above relevant information shall be subject to the final registration with the Administration for Industry and Commerce)
2. Registered capital and contribution
The registered capital of the joint venture is RMB 140 million, which is subscribed by both parties in currency. Party A contributes 70 million yuan (paid in installments), accounting for 50% of its registered capital; Party B contributes 70 million yuan (paid in installments), accounting for 50% of its registered capital.
3. This agreement can only be signed after being examined and approved by the competent decision-making bodies of both parties.
5、 The purpose of this foreign investment and its impact on Listed Companies
This time, the company established a joint venture with the Three Gorges Inner Mongolia Eerduosi Resources Co.Ltd(600295) company. In order to make full use of their respective resources and advantages, the company actively expanded the business scope of wind power, photovoltaic sand control, energy storage and hydrogen energy, and deeply promoted the new carbon neutralization industrial model of photovoltaic sand control, hydrogen energy and energy storage. The above-mentioned joint venture is an associated company of the company, which shall be subject to the investment agreement further signed by both parties and the information finally registered with the Administration for Industry and commerce. This foreign investment is conducive to promoting the healthy and sustainable development of the company and safeguarding and improving the common interests of the company and all shareholders.
The joint venture has not been established yet. In the future, the company will pay the capital in installments according to the investment plan, operation progress and capital situation, which comes from the company's own and self raised funds. As the specific investment time has not been determined, it will not affect the normal development of the company's existing business and is not expected to have a significant impact on the company's operation.
6、 Review procedures to be followed for investment matters
(I) deliberations of the board of directors
The company held the 26th meeting of the 8th board of directors on April 1, 2022, deliberated and adopted the proposal on foreign investment in Inner Mongolia Three Gorges Yili new energy Co., Ltd. Xu Hui, the related director, avoided the vote. The voting results: 1 abstention, 8 consent, 0 opposition and 0 abstention. The proposal on foreign investment in Wuwei new Tengger Ecological Energy Technology Co., Ltd. was deliberated and adopted, and Xu Hui, the related director, avoided the vote. The voting results: 1 abstention, 8 consent, 0 opposition and 0 abstention.
(II) prior approval opinions and independent opinions issued by independent directors are as follows:
1. Before the meeting of the board of directors, the company had full communication with us on this foreign investment and related party transactions. We believe that this foreign investment is in line with the strategic planning of the company's photovoltaic governance sofa exhibition. The company can treat and strictly control the risk of foreign investment carefully, and agreed to submit it to the board of directors for deliberation and report to the board of supervisors. 2. The deliberation procedures of the company's foreign investment and related party transactions comply with the provisions of relevant laws, regulations and the articles of association. The related directors abstained from voting, and the voting results are legal and effective. This foreign investment meets the needs of the company's operation and development and the overall interests of the company and all shareholders. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
(III) other review procedures to be performed
The audit committee of the board of directors expressed the following opinions:
The company's foreign investment and related party transactions are determined by both parties through consultation, in line with the provisions of laws, regulations and normative documents, the needs of the company's operation and development and the overall interests of all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. This matter can be implemented only after being submitted to the general meeting of shareholders of the company for deliberation and approval, and shareholders Inner Mongolia Eerduosi Resources Co.Ltd(600295) need to avoid voting.
7、 Other risk tips
Up to now, the company's main business has not changed significantly. According to the company's 2020 annual report, photovoltaic power generation revenue accounts for 4.64% of the main business revenue.
The establishment of the above-mentioned joint venture company needs to be approved by the local administration for Industry and commerce. The foreign investment does not have a significant impact on the company's current operating income, net profit and other operating performance and production and operation, and the impact on the company's long-term income is uncertain; The performance of the investment agreement may be affected by major changes in national policies or other force majeure factors.
The designated media for information disclosure of the company is the website of Shanghai Stock Exchange (www.sse. Com. CN.) And China Securities News, Shanghai Securities News and Securities Daily. Please pay attention to risks and invest rationally. It is hereby announced
Elion Clean Energy Company Limited(600277) board of directors April 2, 2022
