Securities code: Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) securities abbreviation: Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) Announcement No.: 2022032 Zhejiang Provincial New Energy Investment Group Co.Ltd(600032)
Announcement on supplementary confirmation of investment in subsidiaries and related party transactions
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 its contents. Important content note: transaction content: Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) (hereinafter referred to as ” Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) ” or “the company”) holding subsidiary Zhejiang zheneng lvneng Power Development Co., Ltd. (hereinafter referred to as “lvneng power”) and related party Zhejiang Zheneng Electric Power Co.Ltd(600023) (hereinafter referred to as ” Zhejiang Zheneng Electric Power Co.Ltd(600023) “) jointly established zheneng lvneng new energy (Ningxia Ningdong energy chemical base) Co., Ltd. (hereinafter referred to as “Ningdong lvneng”), Of which Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) subscribed 76.5 million yuan of registered capital of Ningdong lvneng with 76.5 million yuan, accounting for 51% of the registered capital of the company. The controlling shareholders of the company and Zhejiang Zheneng Electric Power Co.Ltd(600023) are both Zhejiang Energy Group Co., Ltd. the above joint investment acts constitute related party transactions, but do not constitute major asset restructuring.
1、 Overview of related party transactions
The Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) holding subsidiary green power and Zhejiang Zheneng Electric Power Co.Ltd(600023) jointly set up Ningdong green energy to be responsible for the specific development of renewable energy projects, of which Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) subscribed for the registered capital of Ningdong green energy of 76.5 million yuan, accounting for 51% of the registered capital of the company. Ningdong green energy completed the industrial and commercial establishment registration procedures related to the above matters on October 14, 2021, and obtained the business license issued by the market supervision and Administration Bureau of Ningxia Ningdong energy and chemical base. The controlling shareholders of the company and Zhejiang Zheneng Electric Power Co.Ltd(600023) are Zhejiang Energy Group Co., Ltd. according to the Listing Rules of Shanghai Stock Exchange, Zhejiang Zheneng Electric Power Co.Ltd(600023) is related to the company. Therefore, this investment constitutes a related party transaction, does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments. Ningdong green energy failed to timely perform the approval and disclosure procedures in accordance with the standards of related party transactions.
The company held the 34th meeting of the first board of directors on April 19, 2022, deliberated and adopted the proposal on supplementary confirmation of investment in subsidiaries and related party transactions. The independent directors of the company approved the related party transactions in advance and expressed independent opinions.
2、 Basic information of related parties
(I) basic information of related parties
Enterprise name: Zhejiang Zheneng Electric Power Co.Ltd(600023)
Registered address: 2nd floor, zheneng building, No. 152, Tianmushan Road, Hangzhou, Zhejiang
Legal representative: Yu Guoping
Registered capital: 13 Shanghai Sanmao Enterprise (Group) Co.Ltd(600689) 98800 yuan
Nature of enterprise: limited liability company (invested and listed in Hong Kong, Macao and Taiwan)
Date of establishment: March 14, 1992
Business scope: power development, business management, R & D of power and energy-saving technology, technical consultation, sales of energy-saving products, construction and supervision of power engineering and power environmental protection engineering, maintenance of power equipment, power sales service (operating with license), sales of cold, hot, hot water and steam, R & D and technical consultation of power and energy-saving technology, contract energy management, sewage treatment and recycling, Hazardous waste operation (operation with license), education and consulting services (excluding education and training activities related to license approval) (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments)
Shareholders: Zhejiang Energy Group Co., Ltd. 68.47%, Zhejiang zheneng Xingyuan Energy Saving Technology Co., Ltd. 3.68%, Zhejiang Energy International Co., Ltd. 0.03%, other A-share public shareholders 27.82%
Actual controller: state owned assets supervision and Administration Commission of Zhejiang Provincial People’s Government
Controlling shareholder: Zhejiang Energy Group Co., Ltd
Association relationship: the controlling shareholders of Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) and Zhejiang Zheneng Electric Power Co.Ltd(600023) are the main financial data of Zhejiang Energy Group Co., Ltd. (II)
Audited by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership), as of December 31, 2020, Zhejiang Zheneng Electric Power Co.Ltd(600023) assets totaled 114512 billion yuan and net assets 67.849 billion yuan; From January to December 2020, the operating revenue was 51.684 billion yuan and the net profit was 6.086 billion yuan.
3、 Subject matter of related party transactions
Company name: zheneng lvneng new energy (Ningxia Ningdong energy chemical base) Co., Ltd
Unified social credit Code: 91641200ma76pgtw1a
Company type: other limited liability companies
Address: room a1602, enterprise headquarters 1 East Tower, Ningdong energy and chemical industry base, Ningxia
Legal representative: Xuan Xiaoping
Registered capital: 150 million yuan only
Date of establishment: October 14, 2021
Business term: long term
Main business: licensed projects: power generation business, power transmission business, power supply (distribution) business; Power supply business (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The equity structure is shown in the table below:
Name of shareholder contribution amount (10000 yuan) contribution proportion contribution method
Green power 765051% monetary capital
60 China Transinfo Technology Co.Ltd(002373) 50 49% monetary capital
Total 15 Tcl Technology Group Corporation(000100) %-
4、 Pricing policy and basis of related party transactions
This transaction is agreed by all parties through consultation. All parties contribute money to the newly established company. This transaction is carried out in accordance with the market rules. The subscription price for each contribution of 1 yuan is 1 yuan, and the same price for the same share, which is in line with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and small and medium-sized shareholders.
5、 Purpose and influence of related party transactions
This transaction can promote the rapid development of the company’s renewable energy industry, meet the needs of the company’s development strategy, and will not damage the interests of the company and shareholders.
The related party transactions failed to perform relevant procedures in time, but they were carried out in accordance with the principles of voluntariness, equality, mutual benefit, fairness and justice. There was no situation damaging the interests of the company and the majority of minority shareholders and would not have an adverse impact on the company.
6、 Review procedures for performance of related party transactions
The related party transaction has been deliberated and approved at the 34th meeting of the first board of directors and the 31st meeting of the first board of supervisors respectively, and the related directors Chen Dongbo, Luo Hongsheng and Zhou Yongsheng avoided voting. The independent directors of the company approved the related party transaction in advance and expressed the following independent opinions: the related party transaction involved in the proposal on supplementary confirmation of investment in Sun company and related party transaction meets the actual business needs of the company, the price involved in the related party transaction is fairly priced according to the market principle, conforms to the principles of openness, impartiality and fairness, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree with the voting results of the 34th meeting of the first board of directors of the company.
7、 Documents for future reference
1. Resolutions of the 34th meeting of the first board of directors; 2. Resolutions of the 31st meeting of the first board of supervisors; 3. Prior approval opinions of independent directors on matters related to the 34th meeting of the first board of directors; 4. Independent opinions of independent directors on matters related to the 34th meeting of the first board of directors. It is hereby announced.
Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) board of directors April 19, 2022
