Securities code: Oriental Energy Co.Ltd(002221) securities abbreviation: Oriental Energy Co.Ltd(002221) Announcement No.: 2022018 Oriental Energy Co.Ltd(002221)
Announcement on the forecast of operating related party transactions in 2022
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.
Risk tips:
1. The related party transactions involved are only operational related party transactions that may occur in 2022. The specific transaction contents and methods will be subject to the final signed contract text. There is uncertainty in the implementation process.
2. The related party transactions involved and the corresponding proposal "proposal on the prediction of operational related party transactions in 2022" have been deliberated and adopted at the 36th meeting of the 5th board of directors of Oriental Energy Co.Ltd(002221) (hereinafter referred to as "the company" or " Oriental Energy Co.Ltd(002221) ). The related directors Monday Feng and Zhou Hanping withdrew from voting and need to be submitted to the 2021 general meeting for deliberation.
Please pay attention to the possible uncertainty of relevant transactions and investment risks.
1、 Basic information of operating related party transactions
On January 22, 2020, the company held the 10th meeting of the 5th board of directors, deliberated and approved the proposal on business transformation and trade asset divestiture plan, and the independent directors issued prior approval opinions and independent opinions on relevant matters. On February 12, 2020, the company held the 11th meeting of the 5th board of directors, deliberated and approved the proposal on signing LPG sales framework agreement and related party transactions with Masson energy and the proposal on signing LPG storage and transfer agreement and related party transactions with Masson energy. The independent directors have expressed their prior approval opinions and independent opinions on relevant matters.
See securities times and www.cninfo.com for details info. com. cn. Announcement on business transformation and trade asset divestiture plan (Announcement No.: 2020003) disclosed on January 23, 2020 and announcement on connected transactions with Masson energy (Singapore) Co., Ltd. (Announcement No.: 2020011) disclosed on February 13, 2020.
(I) overview of operating related party transactions
Due to the company's withdrawal from LPG international and China trade business, it will continue to deal with the existing business. Based on the considerations of maximizing asset benefits and adjusting goods structure and inventory, the company held the 36th meeting of the Fifth Board of directors on April 20, 2022 to consider and adopt the proposal on the prediction of operational related party transactions in 2022. The transaction matters and contents are as follows:
1. According to the basic terms of the LPG sales framework agreement (Announcement No.: 2020011) (hereinafter referred to as the "framework agreement"), the company signed various sub agreements with Masson energy (Singapore) Co., Ltd. and its subsidiaries or related parties (hereinafter referred to as "Masson energy"), including the sale of surplus propane or butane purchased by the company. Within 12 months after the related party transaction takes effect, the total transaction amount is expected to be no more than 7 billion yuan (RMB).
2. According to the basic terms of the LPG storage and transshipment contract (Announcement No.: 2020011) (hereinafter referred to as the "transshipment contract"), the company provides LPG transshipment and warehousing services to Masson energy and charges it according to the market price. Within 12 months after the related party transaction takes effect, the total amount of transactions is expected to be no more than 200 million yuan (RMB).
Transshipment and storage services specifically include: loading operation, loading and unloading operation, cargo storage, etc. Among them, the service fee of Zhangjiagang reservoir area of the company is 90 million yuan / year (the annual settlement volume is no more than 1.5 million tons, and the excess part is calculated as 80 yuan / ton), the service fee of Ningbo reservoir area is 80 yuan / ton, and the total transaction volume of transshipment and storage services provided by terminals in each reservoir area is expected to be no more than 200 million yuan (RMB).
As of December 31, 2021, the total amount of operating related party transactions similar to the above type I transactions actually occurred by the company is 59707931 million yuan; The total amount of the company's actual operating related party transactions similar to the above type II transactions is RMB 143022500.
During the deliberation of the board of directors, the related directors Zhou Hanping and Monday Feng avoided voting, and the independent directors expressed their prior approval opinions and independent opinions on the matter. The proposal still needs to be submitted to the general meeting of shareholders for deliberation. Affiliated shareholders Zhou Yifeng, Donghua Petroleum (Changjiang) Co., Ltd., Unocal Changjiang Co., Ltd. and Masson energy (Nanjing) Co., Ltd. need to avoid voting on the proposal.
(II) category and amount of estimated operating related party transactions
Unit: 10000 yuan
As of disclosure
Related party transactions related party transactions related party transactions occurred last year, and the estimated amount of related parties has occurred on the date of occurrence
Category content pricing principle amount
Amount of
Refer to the framework
The company sells to it
Implementation of the agreement
Sales goods Masson energy sells 700000 surplus propane 1463964759707931 (purchase price)
Or butane
Grid + 5 ‰)
The company proposes to it
Refer to transshipment
The contract for providing labor services to Masson energy for transshipment and storage 2 Shenzhen Universe (Group) Co.Ltd(000023) 75.231430225 shall be implemented
service
(III) actual occurrence of operating related party transactions in the previous year
Unit: 10000 yuan
Actual occurrence of related transactions actual occurrence of related transactions on the disclosure date
The proportion of transaction volume in similar amount, expected period and amount of other people in easy claim category
Business proportion amount variance
The company sold Masson to April 22, 2021, with sales of 59707931700000, 37.79% and 10292069%
Commercial energy propane or Bulletin No. butane 2021027
The company provided Masson to April 22, 2021, 14302252 Shenzhen Sdg Information Co.Ltd(000070) .70% 569775
Announcement No. of labor energy transfer warehouse storage service 2021027
The company does not have the situation that the actual total amount exceeds the expected total amount or is less than 80% of the expected total amount, and there is no significant difference between the expected situation and the actual situation.
2、 Introduction and relationship of related parties
(I) basic information of related parties
1. Matheson energy Pte.Ltd was established on July 11, 2019 with registration number of 201922477h. The directors are Wang Mingxiang and Zhou Yifeng. The general manager is Yan Jiasheng. The registered capital is US $45.3 million and the residence is 8 Marina view 30-05 Asia square tower Singapore. Its business scope includes the wholesale trade of various commodities, including procurement, trade, shipping and distribution (Sales).
2. Masson energy (Nanjing) Co., Ltd. was established on August 20, 2004 with a unified social credit code of 91320100765293108y, legal representative of Ren Jiaguo, registered capital of RMB 263029200, domicile of room 8508, hatching Eagle building, No. 99, Tuanjie Road, research and Innovation Park, Nanjing area, Jiangsu Free Trade Zone, Jiangbei new area, Nanjing. Its business scope includes: development and application of energy conservation, regeneration and comprehensive utilization technologies; Import and export business, entrepot trade and wholesale business of hazardous chemicals, except for goods and technologies restricted or prohibited by the state (operating within the scope approved by the examination and approval department and listed in the license); Research and development of high-tech and new products; Management consulting services for high-tech enterprises; Enterprise reorganization, transfer, acquisition, merger, asset custody consultation; Self support and agency of import and export business, entrepot trade and wholesale business of all kinds of commodities and technologies, except for the commodities and technologies that are restricted or prohibited by the state (operating within the scope of examination and approval by the examination and approval department and listed in the license, and operating activities can be carried out only after the approval of relevant departments for projects subject to approval according to law). (II) relationship with listed companies
According to article 10.1.3 of the Listing Rules of Shenzhen Stock Exchange, Masson energy belongs to "II. Legal persons or other organizations other than the listed company and its holding subsidiaries directly or indirectly controlled by the legal persons mentioned in the preceding paragraph", so it has an associated relationship with the listed company.
(III) performance capability analysis
Masson energy has total assets of USD 217200855, total liabilities of USD 141252865 and net assets of USD 75947990. From January 1, 2021 to December 31, 2021, Masson energy realized an operating revenue of US $2244760143 and a net profit of US $16326465. Masson energy has rich middle and downstream resources and distribution channels, which provide a solid foundation for its international trade. It is in good financial condition and has the corresponding ability to pay. The company has fully demonstrated the operational related party transactions in 2022. The related parties are in normal operation and financial conditions, have sufficient performance guarantee, and there is no possibility of the other party occupying the company's funds or forming bad debts of the company.
3、 Main contents of related party transactions
The pricing principle and basis of related party transactions, the signing of related party transaction agreements, including signing date, effective conditions, validity period of the agreement and other main terms are detailed in Announcement No. 2020011.
4、 Purpose of related party transactions and its impact on Listed Companies
In order to concentrate resources, build Maoming and Ningbo alkane resources comprehensive application industrial bases, promote the stable growth of the company's performance, and realize the successful transformation of the company from the world's largest alkane resources comprehensive business to the world's leading green chemical manufacturer and high-quality hydrogen energy supplier, the company withdrew from LPG China's foreign trade business and stripped off its corresponding assets after deliberation at the 10th meeting of the Fifth Board of directors. The 11th meeting of the 5th board of directors deliberated and adopted the proposal on signing the LPG sales framework agreement and related party transactions with Masson energy, the proposal on signing the LPG storage and transfer agreement and related party transactions with Masson energy, the proposal on transferring 100% equity of Guangxi Tiansheng Port Co., Ltd. and the proposal on transferring 100% equity of Qinzhou Oriental Energy Co.Ltd(002221) . upper
