Henan Yicheng New Energy Co.Ltd(300080)
Announcement on signing the comprehensive procurement and service framework agreement
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. Important content tips:
1. In order to give full play to the advantages of centralized batch procurement of China Pingmei Shenma Group, ensure procurement quality and reduce procurement costs, the group company implements centralized procurement of various materials, projects and services purchased by its subsidiaries, 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 Group (hereinafter referred to as the “bidding procurement center”), After friendly negotiation between Henan Yicheng New Energy Co.Ltd(300080) (hereinafter referred to as “the company”) and the bidding procurement center, it is proposed to sign the comprehensive procurement and service framework agreement. On the premise of fair purchase price, the bidding procurement center is responsible for implementing various materials, projects and service projects purchased by the company (including its subsidiaries), which is expected to increase the amount of daily related party transactions by about RMB 3.6 billion in 2022.
2. This related party transaction is a daily related party transaction of the company, which is based on the normal business of the company and based on the market price. It does not affect the independence of the company and does not damage the interests of the company and shareholders. The company will not have a significant dependence on related parties due to this related party transaction.
3. The related party transaction has been deliberated and approved at the 25th meeting of the 5th board of directors and the 24th Meeting of the 5th board of supervisors. The related directors withdraw from voting, and the matter needs to be submitted to the general meeting of shareholders for deliberation.
1、 Basic information of this connected transaction
In order to give full play to the advantages of centralized batch procurement of China Pingmei Shenma Group, ensure procurement quality and reduce procurement costs, the company plans to sign the comprehensive procurement and service framework agreement with the bidding procurement center of China Pingmei Shenma Group. On the premise of fair procurement price, the bidding procurement center is responsible for implementing various materials, projects and service projects purchased by the company (including its subsidiaries), It is expected to increase the amount of daily related party transactions by about RMB 3.6 billion in 2022.
This transaction constitutes a daily connected transaction. On January 27, 2022, the 24th Meeting of the 5th board of directors of the company deliberated and approved the proposal on the prediction of daily connected transactions in 2022. According to the needs of the company’s business development, it is estimated that the amount of daily connected transactions between the company and related parties in 2022 will not exceed 236 million yuan. For details, please refer to the company’s announcement on http://www.cn.info.com.cn. On January 27, 2022 Announcement on the prediction of daily connected transactions in 2022 (Announcement No.: 2022008).
On April 6, 2022, the 25th meeting of the Fifth Board of directors of the company deliberated and approved the proposal on confirming the daily connected transactions in 2021 and increasing the daily connected transaction amount in 2022. In order to meet the needs of business development and production and operation, the company plans to increase the estimated amount of daily connected transactions with related parties by 1588 million yuan. For details, please refer to the company’s announcement on cninfo.com.cn on April 7, 2022 Announcement on confirming the daily connected transactions in 2021 and increasing the daily connected transaction quota in 2022 (Announcement No.: 2022018).
2、 Introduction to related parties
(I) relationship
The bidding procurement center of the group is the controlling shareholder of the company, China Pingmei Shenma Group branch, which is an affiliated legal person of the company. The signing of the comprehensive procurement and service framework agreement is a connected transaction.
(II) basic information of related parties
Enterprise name: bidding and procurement center of China Pingmei Shenma energy and Chemical Group Co., Ltd
Unified social credit Code: 91410402ma9gxn6t67
Date of establishment: May 31, 2021
Registered address: room 1701, economic transfer building, yard 21, miner’s Middle Road, Xinhua District, Pingdingshan City, Henan Province
Company type: other limited liability company
Person in charge: Sun Jie
Business scope: general items: 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 of chemical products (excluding licensed 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)
Ownership structure: the bidding and procurement center of the group is the controlling shareholder of the company, China Pingmei Shenma Group branch
After verification, the bidding and procurement center of the group is not listed as the dishonest executee.
3、 Main contents of comprehensive procurement and service framework agreement
(I) main contents of comprehensive procurement and services
1. 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.
2. Amount of connected transactions: it is expected to increase the amount of daily connected transactions by about RMB 3.6 billion in 2022. 3. Validity of the agreement: from January 1, 2022 to December 31, 2024.
(II) pricing principle of bilateral cooperation
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 this transaction and its impact on the company
The comprehensive procurement and service framework agreement signed by the company and the bidding 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 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 the products and services of the bidding procurement center is not higher than that of similar products of the same specification and quality in the market. The transaction price is fair. There is no behavior of using the relationship of related parties to damage the interests of the listed company, nor does it damage the legitimate interests of the company and transfer interests to related parties. It will not have a significant adverse impact on the financial status and operating results of the company, nor will it affect the independence of the company.
5、 From the beginning of the year to the disclosure date, the total amount of various related party transactions with the related party has been accumulated
From the beginning of 2022 to the disclosure date, the company and its subsidiaries had daily related party transactions with China Pingmei Shenma Group and its related parties, totaling 1616358 million yuan.
6、 Other arrangements involving connected transactions
There are no other arrangements involving related party transactions in this related party transaction.
7、 Review procedures of related party transactions
(I) deliberation and voting of the board of directors
On April 6, 2022, the 25th meeting of the 5th board of directors deliberated and adopted the proposal on signing the comprehensive procurement and service framework agreement and related party transactions. The related directors, Mr. Wan Shanfu, Mr. Wang Anle and Mr. Wang Shaofeng, have abstained from voting on this proposal at the meeting of the board of directors.
(II) prior approval opinions of independent directors
The comprehensive procurement and service framework agreement signed by the company and the group 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, conforms to the actual situation of the company, will not affect the independence of the company, conforms to the interests of listed companies and all shareholders, and does not damage the interests of minority shareholders. Agree to submit the above proposal to the 25th meeting of the 5th board of directors for deliberation and vote in accordance with relevant regulations.
(III) independent opinions of independent directors
This related party transaction is the normal business activities required by the daily production and operation of the purchasing parties, which meets the needs of the production, operation and sustainable development of the company and its subsidiaries; The transaction pricing follows the market pricing principle. The transaction pricing is fair and fair, in line with the principles of good faith and voluntariness. The settlement method of transaction payment is reasonable, in line with the overall interests of the company and its shareholders, and will not damage the interests of the company and its shareholders, especially small and medium-sized shareholders. The related directors of the company avoided voting on the related party transaction, and the transaction and decision-making procedures comply with the provisions of the securities law, Shenzhen Stock Exchange GEM Listing Rules and other relevant laws and regulations and the articles of association. We unanimously agree to the proposal on signing the comprehensive procurement and service framework agreement and related party transactions.
(IV) opinions of the board of supervisors
After review, the board of supervisors believes that the price of the related party transaction is fair and reasonable, and the decision-making and voting procedures of the related party transaction comply with the relevant provisions of laws, regulations and the articles of association. The related party transaction does not damage the interests of the listed company by using the relationship between related parties, nor does it damage the legitimate interests of the company and transfer interests to related parties, and will not have a significant adverse impact on the financial status and operating results of the company. The board of supervisors agreed to the above related party transactions.
8、 Documents for future reference
1. Henan Yicheng New Energy Co.Ltd(300080) the resolution of the 25th meeting of the 5th board of directors;
2. Henan Yicheng New Energy Co.Ltd(300080) the resolution of the 24th Meeting of the 5th board of supervisors;
3. Approval opinions of independent directors on relevant proposals of the 25th meeting of the Fifth Board of directors; 4. Independent opinions of independent directors on relevant proposals of the 25th meeting of the Fifth Board of directors;
5. Comprehensive procurement and service framework agreement.
It is hereby announced.
Henan Yicheng New Energy Co.Ltd(300080) board of directors April 7, 2002
