Stock abbreviation: Datang Huayin Electric Power Co.Ltd(600744) Stock Code: Datang Huayin Electric Power Co.Ltd(600744) No.: pro 2022018 Datang Huayin Electric Power Co.Ltd(600744)
Announcement of daily connected transactions in 2022
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 the contents of the announcement.
Important content tips:
● this connected transaction has been deliberated and approved at the 3rd meeting of the board of directors in 2022 and needs to be submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
● impact on the company: the daily connected transactions executed by the company follow the principles of fairness, impartiality and openness. The transaction pricing is fair and reasonable. There is no damage to the legitimate rights and interests of the company and all shareholders, and there is no dependence on connected parties. 1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. Voting of the board of directors and withdrawal of related directors
The company held the 3rd meeting of the board of directors in 2022 on April 13, 2022. The meeting deliberated and approved the proposal on Datang Huayin Electric Power Co.Ltd(600744) 2022 daily connected transactions. The connected directors have withdrawn, and the non connected directors unanimously agreed to the above proposal.
2. Opinions of the audit committee of the board of directors
The above proposal has been deliberated and approved by the audit committee of the board of directors of the company, and the audit committee of the board of directors of the company agrees to submit the above daily connected transactions to the board of directors for deliberation.
3. Opinions of independent directors
The company's prediction of the amount of related party transactions is reasonable, in line with the principle of marketization, the decision-making procedures comply with relevant regulations, and the information disclosure is sufficient, which is in line with the interests of the company and all shareholders. We recognize related party transactions and the forecast of their amount, and agree to submit the above proposal to the board of directors and the general meeting of shareholders for deliberation.
4. Deliberation at the general meeting of shareholders
The above proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The controlling shareholder of the company, China Datang Group Co., Ltd. (hereinafter referred to as "Datang Group") and its persons acting in concert, as related shareholders, will avoid voting when considering the above proposal. (II) prediction and implementation of the previous daily connected transactions
1. Products and services provided by Datang Group and its subsidiaries to the company
Reasons for the large difference between the actual amount in 2021 and the actual amount in 2021
Due to the influence of external conditions on production, capital construction material procurement and distribution, the company's capital construction project with a set of services of 754 million yuan and 1.754 billion yuan was not purchased on schedule, and the actual purchase amount decreased.
The number of coal purchases was lower than expected, resulting in 2 coal supply of 855 million yuan and 3.5 billion yuan, reducing the transaction amount.
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3. Technical supervision services, unit transformation, etc. 37 million yuan, 45 million yuan
Affected by external conditions, the capital construction project 4 capital construction project contracted 68 million yuan, and the contract of 100 million yuan was less than expected, resulting in a decrease in the transaction amount.
2. Products provided to the company by the related party Hunan Coal Industry Co., Ltd
The actual occurrence of products or services in 2021. The reason for the large difference between the predicted amount in 2021 and the actual amount
The quantity of coal purchased was less than expected, resulting in a decrease in the transaction amount of 1 coal supply of 474million yuan and 1billion yuan.
3. Products and services provided by the company to Datang Group and its subsidiaries
The reason for the difference between the actual predicted amount of products or services in 2021 and the actual amount in 2021
Computer software, hardware and energy-saving production are affected by external conditions. Computer software and energy-saving production are 136 million yuan and 450 million yuan
The sales of products and services, hardware and energy-saving products and services were lower than expected
Daily maintenance and overhaul are affected by external conditions. The maintenance and overhaul services of RMB 236 million and RMB 60 million are less than expected.
Coal purchase service fee, coal purchase quantity and coal market price of 304 million yuan, 08 million yuan were less than expected, and coal purchase service was less than expected.
(III) overview of related party transactions
According to the production, operation and development needs of the company in 2022, the company makes use of the platform advantages of related parties and affiliated subsidiaries to conduct relevant business transactions such as coal procurement, technical supervision service procurement, infrastructure technical consulting service procurement, leasing service procurement, production, infrastructure material procurement and supporting services. At the same time, the company sells computer software, hardware and energy-saving products and services to related parties and affiliated subsidiaries Provide daily maintenance and overhaul business and other related services.
The daily transaction related parties of this year are: Datang Group and its subsidiaries, Hunan Coal Industry Co., Ltd. (hereinafter referred to as "Hunan coal industry").
The main affiliated enterprises are as follows:
Shareholder investee name economic nature legal representative equity proportion table
China Datang Group Co., Ltd. Datang Huayin Electric Power Co.Ltd(600744) holding company he Zibo 53.53%
Jian Yingjun, a wholly-owned subsidiary of China Datang Group Co., Ltd. and Datang Power Fuel Co., Ltd., 100%
China Datang Group Co., Ltd. Li Deyong, a wholly-owned subsidiary of China Datang Group Overseas Holdings Co., Ltd., 100%
Jia Zhiqiang, holding company of China Datang Group overseas holding Datang International Fuel Trading Co., Ltd., 51.0%
limited company
Datang Power Fuel Co., Ltd. Datang International Fuel Trading Co., Ltd. shares Jia Zhiqiang 49.0%
Ye Heyun, a wholly-owned subsidiary of China Datang Group Co., Ltd. and China water resources and Power Materials Group Co., Ltd., 100%
China Datang Group Co., Ltd. Ye Heyun, a wholly-owned subsidiary of China Datang Group International Trade Co., Ltd., 100%
China Datang Group Co., Ltd. Datang Environmental Industry Group Co., Ltd. holding company Wang Yanwen 78.96%
China Datang Group Co., Ltd. China Datang Group Science and Technology Research Institute has a wholly-owned subsidiary pan Dingli 100%
Zhongnan electric power test and Research Institute Co., Ltd
(Datang Group holds Datang Huayin Electric Power Co.Ltd(600744) equity, including the shares held by its wholly-owned subsidiary Datang Leiyang Electric Power Co., Ltd.)
(IV) forecast of daily connected transactions in 2022
1. Products and services provided by Datang Group and its subsidiaries to the company
No. remarks on estimated amount of products or services in 2022
1. 1.948 billion yuan for production, capital construction material procurement and supporting services
2 coal supply 3 billion yuan
3. Technical supervision services, infrastructure technical consulting services and RMB 45 million
Rental services, etc
2. Products provided to the company by the related party Hunan Coal Industry Co., Ltd
No. remarks on estimated amount of products or services in 2022
1. Coal supply: 800 million yuan
3. Products and services provided by the company to Datang Group and its subsidiaries
Estimated 2022
No. remarks on product or service amount
1 computer software, hardware and energy-saving products and services 430 million yuan
2. Daily maintenance and overhaul: 28 million yuan
(V) daily related party introduction and related relationship
1. Basic information of related parties
(1) China Datang Group Co., Ltd
Datang Group was established on April 9, 2003 with a registered capital of 37 billion yuan; Mainly engaged in the development, investment, construction, operation and management of electric energy; Organize power (heat) production and sales; Power equipment manufacturing, equipment maintenance and commissioning; Power technology development and consultation; Contracting and consulting of power engineering and power environmental protection engineering; New energy development; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies that the state restricts the operation of the group company or prohibits the import and export).
Hunan coal industry was established on July 8, 2009 with a registered capital of 2.05 billion yuan; Mainly engaged in coal mining and sales (the specific business shall be operated by the branch within the approved scope and term with the license); Technology R & D and project investment related to coal development; Sales of mineral products; Carry out supporting services for coal and power operation; Development, utilization, technology transfer, technical consultation and technical services of energy and environmental protection technologies.
2. Relationship with listed companies
Datang Group is the controlling shareholder of the company, with a shareholding ratio of 53.53% (including the shares held by Datang Leiyang Power Co., Ltd., a wholly-owned subsidiary); Hunan coal industry is a joint-stock enterprise of Datang Group and the company, with the share participation ratio of 4.66% and 4.68% respectively.
According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange, the above companies are related parties of the company, so the economic business between the company and them constitutes related party transactions of the company.
2、 Main contents and pricing policies of related party transactions
(I) main contents of related party transactions
1. Coal procurement
In 2022, according to the production and operation needs of the company, it is expected that the company will purchase 3 million tons of coal from the subsidiary companies of Datang Group, with an amount of about 3 billion yuan; Purchase about 1million tons of coal from Hunan coal industry and its affiliated subsidiaries, with an amount of about 800million yuan. The specific quantity and amount of coal purchase and sales will ultimately depend on the actual situation of power generation production.
2. Procurement of production and capital construction materials
In 2022, according to the needs of the company's production and operation and the construction and development of new energy such as photovoltaic and wind power, it is expected that the company will purchase 2050 tons of steel balls, 110 tons of lubricating oil, photovoltaic modules, inverters, cables and other materials from the subsidiaries of Datang Group, with an amount of about 1.948 billion yuan. The specific purchase quantity and amount will depend on the actual situation.
3. Technical supervision services, infrastructure technical consulting services and leasing services, etc
In 2022, according to the production, operation and development needs of the company, the subsidiary companies of Datang Group provided technical supervision to the company
