Securities code: Yunnan Energy Investment Co.Ltd(002053) securities abbreviation: Yunnan Energy Investment Co.Ltd(002053) Announcement No.: 2022054
Yunnan Energy Investment Co.Ltd(002053)
Announcement on signing the agency cultivation framework agreement and related party transactions with the controlling shareholders and their subsidiaries
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 give full play to the existing advantages of the controlling shareholder Yunnan Energy Investment Group Co., Ltd. (hereinafter referred to as “energy investment group”) and its subordinate enterprises in terms of brand, resources and finance, control the potential investment risks of Yunnan Energy Investment Co.Ltd(002053) (hereinafter referred to as “the company”), effectively avoid horizontal competition and maximize the protection of the interests of the company and all shareholders, especially small and medium-sized shareholders The notice of China Securities Regulatory Commission on printing and distributing the guiding opinions on promoting the state-owned shareholders and their holding listed companies to solve horizontal competition and regulating connected transactions (gzfcq [2013] No. 202) requires that 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 framework agreement and related party transactions between the company and its controlling shareholders and their subsidiaries was adopted. It is agreed that the company will sign the agency cultivation framework agreement with energy investment group and its subsidiaries. After the proposal is considered and approved by the general meeting of shareholders of the company, the company will sign the agency cultivation agreement with the specific project implementation subject for the new projects determined by both parties through negotiation in the future. In order to meet the information disclosure requirements of listed companies and improve the work efficiency of specific implementation projects, the board of directors of the company plans to request the general meeting of shareholders to authorize the board of directors to fully handle the signing of relevant agreements and other relevant legal documents with the implementation subject of specific cultivation projects within the scope of the framework agreement on agency cultivation.
This proposal constitutes a connected transaction. Related directors Li Qinghua and Teng Weiheng avoided voting 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 framework agreement on agent cultivation with the controlling shareholder and its subsidiary Yunnan Green Energy Industry Group Co., Ltd. (hereinafter referred to as “green energy group”).
2、 Basic information of related parties
(I) basic information of energy investment group
1. Basic information
Enterprise name: Yunnan Energy Investment Group Co., Ltd
Registered address: central control complex building of Yunnan Energy Investment Co.Ltd(002053) group, No. 616, Rixin Middle Road, Xishan District, Kunming, Yunnan
Registered capital: RMB 1165997624 million
Enterprise type: limited liability company
Legal representative: Sun Degang
Business scope: investment and management of power, coal and other energy; Investment and management of electric energy related industries and products such as environmental protection and new energy; Participate in the investment of oil and gas resources and pipe network projects; Investment and operation of other projects; Technical services, investment planning, consulting management and information services related to the investment industry.
2. History, main business development and financial data
Energy investment group was established in February 2012 in accordance with the agreement of Yunnan Provincial People’s Government on the establishment of cloud investment group
The reply of Yunnan Energy Investment Group Co., Ltd. (yzf [2012] No. 4) is formed by taking all power and related equity assets of Yunnan Investment Holding Group Co., Ltd. (hereinafter referred to as “Yuntou group”) as the paid in capital of the energy investment group according to the book value. According to the articles of association of Yunnan Energy Investment Group Co., Ltd. and other relevant documents, as of the disclosure date of this announcement, Yunnan SASAC is the actual controller of energy investment group, and cloud investment group is the largest shareholder of energy investment group. The equity control relationship of energy investment group is as follows:
Energy investment group focuses on the three main industries of green energy, modern logistics and digital economy, and cooperatively develops the energy finance and energy construction sectors. Its business scope includes: actual investment, operation and management of power, coal, energy material trade, financial investment, energy equipment, ecological construction, environmental protection, chemical products and other businesses, as well as participating in the development, construction and construction of energy on behalf of Yunnan Province Equity investment and debt investment formed by operation and investment.
The brief financial data of energy investment group for the last year and the first period are as follows:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 21870475572056129027
Total liabilities 13822382331311612633
Total owner’s equity 804809324744516393
Owner’s equity attributable to the parent company 536794700, total 592610955
Project from January to September 2021 to 2020
September 30, 2021 December 31, 2020
Operating income 10664758651315016376
Total profit 2895122028863102
Net profit 2676147724865372
The net profit attributable to the owner of the parent company is 18905275 and 25400947
Note: the data of December 31, 2020 / 2020 has been audited; The data of September 30, 2021 / January September 2021 are not verified
Audit.
3. Association description
As of the disclosure date of this announcement, the energy investment group and its concerted party Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. held 443384575 shares of the company, accounting for 58.27% of the total share capital of the company, and the energy investment group was the controlling shareholder of the company. 4. The energy investment group does not belong to the dishonest executee.
(II) basic information of green energy group
1. Basic information
Enterprise name: Yunnan Green Energy Industry Group Co., Ltd
Registered address: Yunnan Energy Investment Co.Ltd(002053) group central control building, 14th floor
Registered capital: 2 million yuan
Enterprise type: limited liability company
Legal representative: Teng Weiheng
Business scope: licensed projects: power generation business, power transmission business, power supply (distribution) business; Hydropower (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 results) general projects: wind power generation technical services Cecep Solar Energy Co.Ltd(000591) power generation technology service; Energy storage technology services; Battery manufacturing; Battery sales; Energy conservation management services; Environmental protection consulting services; Research and development of carbon emission reduction, carbon conversion, carbon capture and carbon storage technologies (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
Green energy group was registered and established by energy investment group in Yunnan market supervision and Administration Bureau on January 13, 2022. Up to now, it has not carried out business activities.
3. Association description
As of the announcement date, the controlling shareholders of the group are 100% of the shares of the group.
4. Green energy group does not belong to the dishonest executee.
3、 Main contents of the framework agreement on agent cultivation
(I) agreement subject
The agency cultivation framework agreement is signed by the company (Party A) and energy investment group / green energy group (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) substitute cultivation target
1. Party A and Party B agree that Party A may, according to its own business development needs and with the help of Party B’s existing advantages in brand, resources and finance, assist Party A in grasping business opportunities and controlling investment risks, and entrust Party B to cultivate some businesses that may compete with the main businesses of Party a or the enterprises controlled by Party A (hereinafter referred to as “cultivation targets”).
2. Party A and Party B agree that the implementation subject cultivated on behalf of Party B or the enterprise controlled by Party B. Party A will sign the agent cultivation agreement with Party B or the enterprise controlled by Party B that obtains the cultivation target according to the principles determined in this agreement.
(IV) disposal of cultivation targets
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. During the cultivation process, 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, after being deliberated and approved by Party A’s board of directors and shareholders’ meeting, Party A may notify Party B to terminate the cultivation of the corresponding cultivation target in advance, and Party B shall dispose of it in accordance with the laws, regulations and regulatory requirements at that time, so as to ensure that it will not form substantive horizontal competition with Party A.
(V) cultivation expenses and income
1. Unless otherwise specified in this agreement, Party A will not pay remuneration or expenses to Party B for the cultivation project, nor bear the cultivation risk.
2. All expenses and expenses incurred by Party B in cultivating and disposing the cultivation target on its behalf shall be borne by Party B; All proceeds from cultivation and disposal by Party B shall be owned by Party B.
(VI) other matters
This Agreement shall come into force from the date when it is signed and sealed by both parties and reviewed and approved by Party A’s general meeting of shareholders, and shall continue to take effect unless both parties agree to terminate this agreement.
6、 Purpose of related party transactions and its impact on the company
With the help of agency cultivation, the company can give full play to the existing advantages of energy investment group and its subordinate enterprises in terms of brand, resources and finance, quickly lock in high-quality project resources through coordination, and inject them into listed companies after the project meets good profitability and standardized operation conditions. On the other hand, considering the projects undertaken by the company
