Securities code: Yunnan Energy Investment Co.Ltd(002053) securities abbreviation: Yunnan Energy Investment Co.Ltd(002053) Announcement No.: 2022055 Yunnan Energy Investment Co.Ltd(002053)
Announcement on signing agency cultivation agreement and related party transactions with Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd
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.
1、 Overview of related party transactions
In order to effectively avoid horizontal competition, reduce the investment risk of Yunnan Energy Investment Co.Ltd(002053) (hereinafter referred to as “the company”), enable the company to grasp business opportunities in the fierce market competition, maximize the protection of the interests of the company and all shareholders, especially small and medium-sized shareholders, and make full use of the resource dominant position of Yunnan Energy Investment Group Co., Ltd. (hereinafter referred to as “the energy investment group”) in the new energy industry, According to the requirements of the notice of the state owned assets supervision and Administration Commission of the State Council and the China Securities Regulatory Commission on printing and distributing the guiding opinions on promoting the state-owned shareholders to solve horizontal competition and regulating connected transactions with their holding listed companies (gzfcq [2013] No. 202), the third interim meeting of the board of directors in 2022 on April 8, 2022 was approved by 6 votes, 0 votes against and 0 abstentions, The proposal on signing the agency cultivation agreement and related party transactions between the company and Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. was passed Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. (hereinafter referred to as “new energy company”) intends to be the specific implementation subject of Shilin cloud power investment photovoltaic power station expansion project and Bohou village photovoltaic power station construction project in Dayao County. In order to effectively avoid horizontal competition between the company’s controlling shareholder and its controlled subsidiaries and the company, it is agreed that the company will sign the agency cultivation agreement with it, Authorize the new energy company to cultivate the Shilin cloud power investment photovoltaic power station expansion project and the photovoltaic power station construction project in Bohou village, Dayao County. When the above projects meet the agreed injection conditions, the injection method shall be determined according to the relevant effective regulatory rules at that time. Solving the problem of horizontal competition through agency cultivation is conducive to the company’s control of investment risks, making use of the dominant position of controlling shareholders in the field of new energy in Yunnan, seizing business opportunities in the fierce market competition and enjoying the results of agency cultivation, which is in line with the interests of the company and all shareholders, especially small and medium-sized shareholders.
New energy company is a wholly-owned subsidiary of the company’s controlling shareholder energy investment group. This proposal constitutes a related party transaction. Related directors Li Qinghua and Teng Weiheng avoided voting on this proposal, and non related directors present voted on this proposal. The independent directors of the company have expressed their prior approval opinions and independent opinions on the proposal. This connected transaction does not constitute a major asset reorganization or a listing reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. The proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders will avoid voting at that time.
On April 8, 2022, the company signed the agent cultivation agreement with the new energy company. 2、 Basic information of related parties
1. Basic information
Name of new energy development Co., Ltd. enterprise
Registered address: 3rd floor, China Merchants Building, No. 6, Haiyuan North Road, high tech Development Zone, Kunming, Yunnan
Registered capital: RMB 1855507700
Enterprise type: limited liability company
Legal representative: Li Chunming
Business scope: investment and development of biomass energy, wind energy, geothermal energy, Cecep Solar Energy Co.Ltd(000591) , renewable energy; Construction, operation and technical consultation of renewable energy projects; Sales of supporting equipment, materials and accessories for renewable energy projects. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
As of the disclosure date of this announcement, energy investment group holds 100% equity of new energy company, is the controlling shareholder of new energy company, and Yunnan SASAC is the actual controller of new energy company.
2. History, main business development and financial data
(1) Historical evolution
The new energy company is established by Yunnan Electric Power Investment Co., Ltd. (hereinafter referred to as “Yunnan electric power investment”)
It was established on December 25, 2006 with a capital contribution of 18655000000 yuan; At the beginning of 2013, cloud
China Southern Power Investment transferred 61.39% of its equity of new energy company to Agricultural Bank of China International (China) Investment Co., Ltd; In January 2014, ABC International (China) Investment Co., Ltd. transferred its 61.39% equity of new energy company to Hong Kong Yunneng International Investment Co., Ltd; In August 2014, the shareholders of the new energy company increased their capital by 27165000000 yuan year-on-year;
As of December 31, 2014, the paid in capital of new energy company was 80321180000 yuan,
Among them, Yunnan Power Investment Co., Ltd. contributed 17691102000 yuan, with a shareholding ratio of 38.61%, and Hong Kong Yunneng International Investment Co., Ltd. contributed 626 Sichuan Dawn Precision Technology Co.Ltd(300780) 00 yuan, with a shareholding ratio of 61.39%; In 2015, Hong Kong Yunneng International Investment Co., Ltd. transferred the company held by Yunnan Power Investment Co., Ltd
38.61% equity and capital increase of 72298820000 yuan; August 2017 energy investment group transferred
Hong Kong Yunneng International Investment Co., Ltd. has 100% equity and increased capital by 16400000000 yuan;
As of December 31, 2021, the paid in capital of new energy company is 169020000000 yuan,
The registered capital is 185550770000 yuan.
(2) Main business development
The business scope of the company is mainly engaged in the development of new energy, geothermal energy and renewable energy; Construction, operation and technical consultation of renewable energy projects; Sales of supporting equipment, materials and accessories for renewable energy projects. In recent years, the scale of revenue has continued to improve and maintain continuous profitability.
(3) The brief financial data of new energy company for the last year and the first period are as follows:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 3280913830575287
Total liabilities 1418661211968055
Total owner’s equity 1862252718607231
Total owner’s equity attributable to the parent company 1881358918772324
Project from January to September 2021 to 2020
September 30, 2021 December 31, 2020
Operating income 11977721660818
Total profit 152532233851
Net profit 149758216967
Net profit attributable to owners of parent company: 175728268927
Note: the data of December 31, 2020 / 2020 has been audited; September 30, 2021 / January September 2021 data not available
Audited.
3. Association description
As of the disclosure date of this announcement, new energy company holds 202649230 shares of the company,
Accounting for 26.63% of the total share capital of the company, it is the person acting in concert of the company’s controlling shareholder energy investment group.
4. The new energy company is not a dishonest executee.
3、 Basic information of related party transactions
(I) shilinyun power investment photovoltaic power station expansion project
Shilin photovoltaic power station expansion project is located in xijiekou Town, Shilin County, Kunming, and is close to the phase I and II project of Shilin yundian investment new energy development Co., Ltd. which has been put into operation. The planned total land area is about 2000 mu, with rated AC installed capacity of 85.05mw and DC installed capacity of 114.31mw. The total construction period of the project is expected to be 12 months, and the total investment is expected to be 500 million yuan (excluding transmission and storage). At present, we are continuously promoting the verification of regional restrictions and development factors on natural resources, forests and grass, environmental protection, etc.
(II) construction project of photovoltaic power station in Bohou village, Dayao County
The photovoltaic power station project in Bohou village, Dayao County is located in Sanchahe Town, Dayao County, Chuxiong Yi Autonomous Prefecture. The total planned land of the project is about 1491 mu, and the planned construction scale of the project is 45MW. The total construction period of the project is expected to be 12 months, and the total investment is expected to be 250 million yuan. At present, documents such as the environmental protection and ecological restoration plan of the project and the social stability maintenance measures plan in multi-ethnic areas are being prepared. 4、 Pricing policy and basis of related party transactions
If the cultivation target is mature and the company exercises the preemptive right, the company will have related party transactions with new energy company, and will perform the transfer procedures and determine the transfer in strict accordance with the relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange on related party transactions, the supervision of state-owned assets and other relevant provisions
Price.
5、 Main contents of agent cultivation agreement
(I) agreement subject
The agent cultivation agreement is signed by the company (Party A) and new energy company (Party B). (II) principle of generation cultivation
1. Compliance principle: the cultivation of agents shall comply with the provisions of relevant laws and regulations of listed companies and state-owned assets supervision.
2. It shall not lead to substantial horizontal competition between Party A and Party B.
3. In line with the interests of Party A and all shareholders of Party A.
(III) situation of acting as cultivation target
1. Project name
(1) Shilin yundian investment photovoltaic power station expansion project.
(2) Photovoltaic power station construction project in Bohou village, Dayao County.
2. Party B is the specific implementation subject of the above projects.
(IV) disposal of cultivated target assets
1. After the cultivation subject meets the following injection conditions, Party B shall immediately notify Party A in writing. Party A has the preemptive right under the same conditions, and Party B shall give priority to the cultivation subject into Party A. the relevant procedures shall be completed in accordance with relevant laws and regulations and the requirements of securities regulatory authorities within 1 year from the date when all the following injection conditions are met:
(1) The ownership of the main assets involved in the cultivation target is clear, in line with the provisions of national laws and regulations and relevant normative documents, and there is no imperfect ownership of property rights or defects in project procedures.
(2) Cultivate the normal operation of the target business, make the net profit after deduction of non-profit positive and make continuous profits for two consecutive years, which is in line with Party A’s strategic plan, and is conducive to Party A’s improvement of asset quality, financial condition and sustainable profitability.
(3) There is no major debt repayment risk in the cultivation target, and there are no major contingencies such as guarantee, litigation and arbitration that affect the sustainable operation.
(4) Comply with relevant laws and regulations, normative documents and relevant regulatory requirements of securities regulatory authorities.
2. With regard to the disposal of the underlying assets, Party A will perform the obligation of disclosure in strict accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange; Party B also promises to actively cooperate with Party A to disclose relevant information in a timely and fair manner in strict accordance with laws, regulations and securities supervision.
3. If the relevant parties enjoy and will exercise the statutory preemptive right under the same conditions in accordance with relevant laws and regulations, Party B shall try its best to urge such relevant parties to waive the exercise of their statutory preemptive right.
4. When Party A exercises the preemptive right, Party A and Party B will sign a separate agreement and perform the necessary procedures and determine the transfer price in accordance with the relevant laws and regulations on connected transactions, state-owned assets supervision and other relevant supervision regulations and rules of China Securities Regulatory Commission, Shenzhen Stock Exchange and the state owned assets supervision and Administration Commission of the State Council.
5. If the cultivation target meets the injection conditions, but Party A waives the preemptive right after the decision of the board of directors and the general meeting of shareholders of Party A, Party A shall notify Party B in time. Party B shall dispose of the cultivation target within three years after receiving such notice, or take other compliance measures to solve relevant horizontal competition matters permitted by the laws and regulatory rules at that time, so as to ensure that there is no substantive horizontal competition with Party A.
6. In the process of cultivation, if Party B believes that the cultivation target is not feasible or the expected prospect is not profitable, or predicts that there are other circumstances that are difficult to meet the injection conditions, and plans to terminate the cultivation, Party B shall timely notify Party A in writing. After being deliberated and approved by the board of directors and the general meeting of shareholders of Party A, Party B shall terminate the cultivation of corresponding cultivation targets and dispose of them in accordance with the laws, regulations and regulatory requirements at that time, so as to ensure that there is no substantial horizontal competition with Party A.
7. In the process of cultivation, if Party A believes that the cultivation target is no longer suitable for Party A’s business development needs, or due to market, policy changes and other reasons, it is deliberated and approved by Party A’s board of directors and general meeting of shareholders,
