Securities code: Yunnan Energy Investment Co.Ltd(002053) securities abbreviation: Yunnan Energy Investment Co.Ltd(002053) Announcement No.: 2022053
Yunnan Energy Investment Co.Ltd(002053)
Announcement on the controlling shareholder’s intention to change the commitment to avoid horizontal competition
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.
Yunnan Energy Investment Co.Ltd(002053) (hereinafter referred to as the “company” or “listed company”) recently received the letter of commitment on avoiding horizontal competition from the controlling shareholder Yunnan Energy Investment Group Co., Ltd. (hereinafter referred to as the “energy investment group”). In 2019, the company acquired 100% equity of malonyun energy investment new energy development Co., Ltd. (hereinafter referred to as malonyun company) and dayaoyun energy investment new energy development Co., Ltd. (hereinafter referred to as Dayao company) held by Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. (hereinafter referred to as “new energy company”), a subsidiary of energy investment group, by issuing shares Huize yunnengtou New Energy Development Co., Ltd. (hereinafter referred to as “Huize company”) has 100% equity and Luxi yunnengtou Wind Power Development Co., Ltd. (hereinafter referred to as “Luxi company”) has 70% equity. From the perspective of prudence, it is determined that after the completion of the above transactions, the original relevant power generation business assets of the energy investment group will have horizontal competition with the issuer. Therefore, the energy investment group issued the letter of commitment on avoiding horizontal competition. In view of the significant changes in the current development situation of the new energy industry represented by wind power and photovoltaic, the State Council issued the action plan for carbon peak by 2030 in October 2021, which clearly will vigorously develop new energy, comprehensively promote the large-scale development and high-quality development of wind power and Cecep Solar Energy Co.Ltd(000591) power generation, and accelerate the construction of wind power and photovoltaic power generation bases. In order to support the development of the company, grasp business opportunities, control potential investment risks and safeguard the interests of investors, according to the relevant provisions and requirements of the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties issued by the CSRC, the energy investment group plans to change some of the terms of the original commitment. The specific circumstances are as follows: I. specific contents and performance of the original commitment
(I) content of original commitment
“I. The company and relevant subordinate enterprises have signed the custody agreement and the custody supplementary agreement with the listed company to entrust the relevant power business enterprises controlled by the company that may form horizontal competition with the listed company after the completion of this transaction to the custody of the listed company. After the custody agreement and the custody supplementary agreement come into force, the company and relevant subordinate enterprises will strictly perform the above custody agreement and For the matters agreed in the custody supplementary agreement, the company and relevant subordinate enterprises shall not cancel or terminate the above custody agreement and the custody supplementary agreement on their own, except for the expiration or termination conditions agreed in the above custody agreement and the custody supplementary agreement. Except for the above entrusted enterprises, the company does not form horizontal competition with the listed companies after the completion of this transaction. Within 1 year after the normal operation of the business of such entrusted company, the net profit after deduction of non-profit is positive, the company can continue to make profits within 2 years, and has the conditions for injection into the listed company (including but not limited to clear property rights, complete compliance of assets, compliance with relevant laws, regulations and regulatory rules, etc.), The company and relevant subordinate enterprises will actively negotiate with the listed company to start the procedure of transferring the corresponding equity of the above entrusted company to the listed company at the assessed fair price filed by the competent department of state owned assets. The company and relevant subordinate enterprises will actively cooperate with the listed company to complete the above equity asset injection. The maximum period for completing the injection shall not exceed 5 years after the completion of the transaction. If the relevant assets still do not meet the conditions for injection into the listed company at that time, the equity will be transferred to the third party controlled by the non energy investment group or other compliance measures allowed by the laws and regulatory rules at that time to solve the relevant horizontal competition issues.
2、 In addition to the above custody enterprises, after the completion of this transaction, for the situation that the company and its controlled enterprises intend to engage in or substantially obtain similar or similar businesses or business opportunities with the listed company in the future, and the assets and businesses formed by these businesses or business opportunities constitute horizontal competition with the main business of the listed company:
1. In the future, the company will not directly engage in the same or similar business as the main business of the listed company or its wholly-owned or holding subsidiaries after the completion of this transaction, so as to avoid business competition for the production and operation of the listed company. The company will also urge its direct or indirect holding enterprises not to directly engage in any business or activity that competes with the main business of the listed company or its wholly-owned or holding subsidiaries;
2. If the company or its direct or indirect holding enterprises have any business or business opportunity that competes with the main business of the listed company or its wholly-owned or holding subsidiaries, the company will give up or cause its direct or indirect holding enterprises to give up the business or business opportunity that may compete with the same industry, or will promote the business Business opportunities or related companies shall be preferentially provided to the listed company or its wholly-owned and holding subsidiaries under fair and reasonable conditions, or transferred to other unrelated third parties;
3. The company will strictly abide by the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association of listed companies, exercise shareholders’ rights and perform shareholders’ obligations on an equal basis with other shareholders, and will not take advantage of the position of major shareholders to seek improper interests and damage the legitimate rights and interests of listed companies and other shareholders.
3、 From the date of issuance of this letter of commitment, if the listed company suffers or suffers losses due to the company’s violation of any terms of this commitment, the company will make full compensation. “
(II) performance of original commitments
In 2019, the company acquired 100% equity of Malong company, 100% equity of Dayao company, 100% equity of Huize company and 70% equity of Luxi company held by new energy company, a subsidiary of energy investment group, by issuing shares. From the perspective of prudence, it is determined that there is horizontal competition between the relevant power generation business assets of the energy investment group and the issuer. In order to solve the horizontal competition between the issuer and energy investment group in power generation business, energy investment group entrusted the equity of relevant companies involved in horizontal competition to listed companies and signed a series of custody agreements.
Up to now, the group is actively solving the competition problems according to the above commitments. In addition, the energy investment group and other enterprises under its control do not compete with the company and its subordinate enterprises.
2、 Reasons for current change commitments
(I) significant changes have taken place in the development situation of the new energy industry represented by wind power and photovoltaic
1. Since the 18th CPC National Congress, under the guidance of Xi Jinping ecological civilization thought, China has accelerated the practice of innovative development concept. In his speech at the general debate of the 75th UN General Assembly on September 22, 2020, General Secretary Xi said: “China will adopt more powerful policies and measures to reach the peak of carbon dioxide emissions by 2030 and strive to achieve the goal of carbon neutrality by 2060”.
On December 12, 2020, General Secretary Xi proposed at the climate ambition Summit: “by 2030, the total installed capacity of wind power and Cecep Solar Energy Co.Ltd(000591) power generation will reach more than 1.2 billion kw”. In October 2021, the opinions of the CPC Central Committee and the State Council on completely, accurately and comprehensively implementing the new development concept and doing a good job in carbon peaking and carbon neutralization were issued. In order to realize the major strategic decision of the CPC Central Committee on carbon peaking and carbon neutralization, China will implement renewable energy substitution action, vigorously develop wind energy, Cecep Solar Energy Co.Ltd(000591) , biomass energy, marine energy and geothermal energy, and continuously increase the proportion of non fossil energy consumption. The main objectives are put forward in the main objectives, By 2030, the proportion of non fossil energy consumption will reach about 25%; By 2060, the proportion of non fossil energy consumption will reach more than 80%. In October 2021, the State Council issued the action plan for reaching the carbon peak by 2030, which made it clear that it would vigorously develop new energy, comprehensively promote the large-scale development and high-quality development of wind power and Cecep Solar Energy Co.Ltd(000591) power generation, and accelerate the construction of wind power and photovoltaic power generation bases. In order to achieve these goals, we must accelerate the transformation of the energy industry from traditional energy system to new energy system, change the mode of energy production dominated by green and low-carbon energy, change the mode of energy consumption centered on electricity, and build a clean, low-carbon, safe and efficient energy security system to ensure national energy security and high-quality development. 2. Yunnan Province has made great efforts to build a “green energy brand” strategy, and the new energy industry has entered a period of rapid development. In September 2020, the development and Reform Commission of Yunnan Province and the Energy Bureau of Yunnan Province issued the planning for the appropriate development and utilization of new energy in appropriate areas of Yunnan Province and the supporting documents, and proposed to accelerate the deployment of new 8GW wind power and 3gw photovoltaic new energy construction planning. In February 2021, the Yunnan provincial government issued the 14th five year plan for national economic and social development and the outline of the long-term objectives for the year 2005, which proposed to continue to build a world-class “green energy brand” during the 14th Five Year Plan period and transform the rich advantages of clean energy into industrial and development advantages. In January 2022, the Yunnan provincial government issued the action plan of Yunnan Province to accelerate the establishment and improvement of a green and low-carbon circular development economic system and the 2022 government work report, proposing to continue to expand and strengthen the installed scale of clean and renewable energy power generation, build a new power system with new energy as the main body, increase the installed capacity of new energy by more than 11 million KW and strive to start construction by 20 million KW. In March 2022, the Yunnan provincial government issued the notice on several policies and measures to accelerate the development of photovoltaic power generation, which proposed to effectively solve the difficulties and problems encountered in the development and construction of photovoltaic power generation projects, accelerate the construction of photovoltaic power generation projects, connect the network and consume, and formulate relevant measures, so as to achieve the goal of adding 50 million kw of new energy in the next three years.
To sum up, combined with the changes of national policies and industry trends, the current new energy industry has entered a key stage of rapid doubling development. In particular, the new energy power generation market in Yunnan Province will face huge development opportunities, showing the characteristics of many investment opportunities and participants, and the window for obtaining high-quality resources is fleeting.
(II) the current change commitment will help the company grasp business opportunities
According to the guiding opinions on promoting the state-owned shareholders to solve horizontal competition with their holding listed companies and regulating connected transactions (gzfcq [2013] No. 202) issued by the state owned assets supervision and Administration Commission of the State Council and China Securities Regulatory Commission, “Conditional state-owned shareholders may, on the basis of full consultation with the listed company they hold, make use of their own brand, resources, financial and other advantages and in accordance with the market principles to cultivate the business or assets that meet the business development needs of the listed company but are not suitable for the implementation of the listed company for the time being. The business cultivation matters agreed between the listed company and the state-owned shareholders shall be authorized by the general meeting of shareholders of the listed company. When the state-owned shareholders transfer the mature business, Listed companies have the right of preemption under the same conditions “.
In order to achieve the goal of “double carbon”, China’s major power groups are continuously increasing investment in new energy business. Under the background of “affordable access to the Internet”, how to quickly seize high-quality resources, reduce unit investment cost and improve development efficiency through large-scale development has become the key to the long-term and healthy development of new energy enterprises. In the face of increasingly fierce market competition, 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 brand, resources and finance, quickly lock 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 large investment scale and capital demand of the projects undertaken by the listed company, undertaking some new projects through agency cultivation is conducive to the listed company to quickly focus on the most high-quality project resources, alleviate the short-term capital pressure, grasp high-quality business opportunities as much as possible in the fierce competition, enjoy the results of agency cultivation, and strive for greater future development space for the company.
(III) the current commitment change will help the company control potential investment risks
According to the national energy conservation and emission reduction strategy, although the full purchase policy is adopted for the grid connection of wind power and photovoltaic power generation, with the rapid development of photovoltaic and wind power industry, the price level of newly developed wind power and photovoltaic projects in the future will basically be calculated according to the grid connection at parity or low price. Under the current general trend of rapid iteration of new energy technologies, limited by objective factors such as natural resources, land acquisition compensation and local cooperation conditions in the proposed development area, there are certain risks in the early investment and development of some new projects, and there is uncertainty about whether they can achieve good profitability. Through the cultivation of energy investment group and its subordinate enterprises, the potential cost and implementation risk in the early stage of the project can be effectively controlled, The project can be sold to the company after it has achieved full capacity grid connection, has good profitability and standardized operation conditions, which can effectively avoid the potential risks of direct development and cultivation of the company and safeguard the interests of investors on the basis of fully protecting the interests of the company.
To sum up, the relevant terms of the original commitment can no longer meet the needs of the company’s business development and response to industry competition, which is not conducive to safeguarding the rights and interests of listed companies. Energy investment group plans to change the relevant contents of the commitment in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties, the guiding opinions on promoting state-owned shareholders to solve horizontal competition with their holding listed companies and regulating related party transactions.
3、 Commitment content after proposed change
“As the controlling shareholder of Yunnan Energy Investment Co.Ltd(002053) (hereinafter referred to as the” listed company “), in order to avoid horizontal competition and effectively protect the rights and interests of the listed company, the company hereby makes the following commitments to the listed company:
1、 According to the custody agreement and supplementary custody agreement signed by the company and the enterprises controlled by the company and the listed company, the relevant power business enterprises controlled by the company that may form horizontal competition with the listed company have been entrusted to the custody of the listed company. The company and the enterprises controlled by the company strictly perform the relevant custody agreement. As of the signing date of this letter of commitment, except for the above entrusted enterprises, the company and other enterprises controlled by the company (except the listed company and its controlled enterprises, the same below) have no horizontal competition with the listed company and its controlled enterprises. Within 1 year after the normal operation of the business of such entrusted company, the net profit after deduction of non-profit is positive, the company can continue to make profits within 2 years, and has the conditions for injection into the listed company (including but not limited to clear property rights, complete compliance of assets, compliance with relevant laws, regulations and regulatory rules, etc.), The company and the enterprises controlled by the company will actively negotiate with the listed company to start the procedure of transferring the corresponding equity of the above entrusted company to the listed company at the assessed fair price filed by the competent department of state owned assets. The company and the enterprises controlled by the company will actively cooperate with the listed company
