Securities code: Shanxi Lu'An Environmental Energydev.Co.Ltd(601699) stock abbreviation: Shanxi Lu'An Environmental Energydev.Co.Ltd(601699) Announcement No.: 2022007 bond Code: 143366 bond abbreviation: 17 Huanneng 01
Shanxi Lu'An Environmental Energydev.Co.Ltd(601699)
Announcement on confirming the difference of daily related party transactions in 2021 and the forecast of daily related party 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 its contents.
Important content tips:
● some contents of this daily connected transaction need to be submitted to the general meeting of shareholders for deliberation
● this related party transaction is a related party transaction related to the daily operation of the company. It belongs to normal business behavior. It is negotiated and priced on the basis of market price, national charging standard or industry practice. It is fair and reasonable, and will not have a significant impact on the current and future financial status and operating results of the company, nor will it affect the independence of the listed company.
I Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Shanxi Lu'An Environmental Energydev.Co.Ltd(601699) the 8th meeting of the 7th board of directors was held on April 21, 2022. The meeting deliberated and approved the proposal on confirming the differences of the company's daily connected transactions in 2021 and the daily connected transactions in 2002. The proposal is a connected transaction proposal. The connected directors of the company avoided voting, and the three non connected directors attending the meeting voted on the above connected transaction proposal. After deliberation, they agreed with 3 votes The bill was passed with no negative vote and no abstention.
Independent directors' prior approval of the transaction and their independent opinions:
After examination, we believe that these transactions belong to daily related party transactions, which are the objective needs of the company's normal production and operation activities. The transaction price and method are fair and reasonable to both parties, do not harm the interests of non related shareholders, reflect the market principles of fairness, impartiality and openness, and meet the interests of all shareholders. At the same time, through the related party transaction, the company has obtained reliable and effective service support and raw material supply required for normal production and operation, which is conducive to the stable and sustainable development of the company.
Due to the influence of market price fluctuations and changes in actual production and operation, there are two types of related party transactions in 2021, and the actual amount is quite different from the expected amount. After re deliberation by our independent directors, we agreed that the transaction price and method of the two related party transactions were conducted by the related parties on the basis of consensus, in line with the principles of openness, fairness and impartiality, the transaction price was fair, and there was no harm to the interests of the company and investors.
(II) differences in daily related party transactions in 2021
1. In the daily related party transactions in 2021, the actual amount of projects purchased by our company from related parties has a certain gap with the estimated amount at the beginning of the year. The specific occurrence is as follows:
(1) Material purchase and repair agreement
Due to the fluctuation of coal market price during the year, the production organization of the company has been greatly adjusted, and the actual expenses incurred by the company and related parties are quite different from those expected at the beginning of the year. Among them, the expenses of materials and accessories provided by Shanxi Lu'an Huayi Industrial Co., Ltd. for our company and its subsidiaries have been reduced by 226188000 yuan; The cost of materials and accessories provided by Shanxi Lu'an Dacheng Industry and Trade Co., Ltd. for our company and its subsidiaries decreased by 1294982 million yuan; Shanxi Lu'an Zhangcun Hengda Industry and Trade Co., Ltd. provided materials, accessories and maintenance services for our company and its subsidiaries, with a decrease of 960378 million yuan; Shanxi Guang'an Trading Co., Ltd. provided 13.377 million yuan of maintenance materials and accessories for our subsidiary; The cost of materials and accessories provided by Shanxi Lu'an Yongchang industry and Trade Co., Ltd. for our company and its subsidiaries increased by 105313 million yuan; The cost of materials and accessories provided by Shanxi Lu'an Yimin metal products Co., Ltd. for our company and its subsidiaries decreased by 381256 million yuan; The cost of materials and accessories provided by Shanxi Benyuan Ecological Agriculture Development Co., Ltd. for our company and its subsidiaries decreased by 211652 million yuan. The above shall be re submitted to the board of directors for deliberation and confirmation.
(2) Engineering and maintenance service agreement
Due to policy factors such as increasing production and ensuring supply, safety and environmental protection, and seizing market opportunities, various projects have made rapid progress, and the actual costs incurred by the company and related parties are quite different from those expected at the beginning of the year. Among them, the cost of engineering labor and maintenance services provided by Shanxi Lu'an Engineering Co., Ltd. for our company and its subsidiaries increased by 9012803 million yuan; The cost of engineering labor and maintenance services provided by Shanxi Light Industry Construction Co., Ltd. for our company and its subsidiaries increased by 555055 million yuan. The above shall be re submitted to the board of directors for deliberation and confirmation.
2. In the daily related party transactions in 2021, the actual amount of the daily related party transactions sold by our company to related parties has a certain gap with the estimated amount at the beginning of the year. The details are as follows:
(1) Due to the large fluctuation of coal market price and the increase of coal and coke sales channels and business volume during the year, the actual amount increased compared with the estimated total amount. Among them, the actual amount of coke sold to Shanxi Lu'an refined oil sales Co., Ltd. increased by 3305944900 yuan compared with the estimated total amount; The actual amount of coal sold to Shanxi Xishan Coal and electricity trading Co., Ltd. increased by 4803616 million yuan compared with the estimated total amount; The actual amount of coal sold to Shanxi Lu'an Mining (Group) Zhangjiagang International Trade Co., Ltd. increased by 286618800 yuan compared with the estimated total amount. The above shall be re submitted to the board of directors for deliberation and confirmation.
(2) Due to the fluctuation of coal market price and the adjustment of coal variety structure purchased by related parties, the amount of coal purchased by the company decreased, resulting in the reduction of the actual amount compared with the estimated total amount. Among them, the actual amount of coal sold to Shanxi Lu'an coal based clean energy Co., Ltd. decreased by 624361400 yuan compared with the estimated total amount; The actual amount of coal sold to Tianji Coal Chemical Group Co., Ltd. decreased by 172237100 yuan compared with the estimated total amount; The actual amount of coal sold to Shanxi Lu'an Coal Distribution Co., Ltd. decreased by 1512033 million yuan compared with the estimated total amount; The actual amount of coal sold to Shanxi Lu'an Yishen Energy Co., Ltd. decreased by 843301 million yuan compared with the estimated total amount; The actual amount of coal sold to Shanxi Lu'an Yuwu Thermal Power Co., Ltd. decreased by 754549 million yuan compared with the estimated total amount. The above shall be re submitted to the board of directors for deliberation and confirmation.
(III) estimated amount and category of daily connected transactions in 2022
1. Coal sales contract
The company sells coal and coke products to related parties as follows:
(1) Selling coal to Shanxi Lu'an Coal Distribution Co., Ltd.: the estimated amount is 3.63 million tons; The transaction price shall be determined according to the actual market price of the same type of coal; The annual amount is expected to be 177544 million yuan.
(2) Selling coal to Shanxi Lu'an Yuwu Thermal Power Co., Ltd.: the annual output is expected to be 180000 tons; The transaction price shall be determined according to the actual market price of the same type of coal; The estimated amount is 66.52 million yuan. (3) Selling coal to Tianji Coal Chemical Group Co., Ltd.: the annual output is expected to be 1.32 million tons; The transaction price shall be determined according to the actual market price of the same type of coal; The estimated amount is 144825 million yuan. (4) Selling coal to Shanxi Lu'an coal based clean energy Co., Ltd.: the annual output is expected to be 3.18 million tons; The transaction price shall be determined according to the actual market price of the same type of coal; The estimated amount is 2067 million yuan.
(5) Selling coal to Shanxi Xishan Coal and electricity trading Co., Ltd. is expected to generate 640000 tons of coal in the whole year and 83.32 million yuan in the whole year.
(6) Selling coal to Shanxi Lu'an Mining (Group) Zhangjiagang International Trade Co., Ltd.: the annual output is expected to be 400000 tons; The transaction price shall be determined according to the actual market price of the same type of coal; The estimated amount is 841.35 million yuan.
(7) Sales of coal to Shanxi Lu'an Yishen Energy Co., Ltd.: the annual output is expected to be 530000 tons; The transaction price shall be determined according to the actual market price of the same type of coal; The estimated amount is 902.7 million yuan.
(8) Sales of coke to Shanxi Lu'an refined oil sales Co., Ltd.: the annual output is expected to be 1.03 million tons; The transaction price shall be determined according to the actual market price of coke of the same variety; The estimated amount is 3512.3 million yuan. The actual settlement price of the above coal purchase and sale agreement shall be adjusted accordingly according to the market changes. When the actual amount of the whole year exceeds the expected amount and meets the relevant provisions of the stock listing rules of Shanghai Stock Exchange, it shall be re submitted to the board of directors or the general meeting of shareholders for deliberation and a supplementary agreement shall be signed.
2. Fixed assets purchase agreement
Our company and its subsidiaries purchase fixed assets, materials, accessories and maintenance services from Shanxi Lu'an Machinery Co., Ltd. and determine the contract price at a price not higher than that of the third party. It is estimated that the amount incurred in 2022 will be 21 million yuan.
3. Integrated Services Agreement
The group company provides comprehensive service items to our company and its subsidiaries. The service price is determined according to the changes of market price and some pricing of Shanxi Provincial Price Bureau, and in combination with the actual situation of the company. It is estimated that the amount incurred in 2022 will be 60 million yuan.
4. Power supply service agreement
Shanxi Lu'an Power Distribution Co., Ltd. provides power to our company and its subsidiaries at the market price. The estimated amount in 2022 is 70 million yuan.
5. Payment agreement of welfare payable
The group company provides medical treatment, health and epidemic prevention, child care and other welfare services to our employees, and the price shall be subject to the price agreed by both parties. It is estimated that the amount incurred in 2022 will be 110 million yuan.
6. Engineering and maintenance service agreement
(1) Shanxi Lu'an Engineering Co., Ltd. provides engineering and maintenance services to our company and its subsidiaries, and the contract price shall be determined at a price not higher than that of the third party. It is estimated that the amount incurred in 2022 will be 300 million yuan.
(2) Shanxi Light Industry Construction Co., Ltd. provides engineering and maintenance services to our company and its subsidiaries, and the contract price shall be determined at a price not higher than that of the third party. The estimated amount in 2022 is 350 million yuan. 7. Material purchase and repair agreement
(1) Our company and its subsidiaries purchase materials and processing and repair services from Shanxi Lu'an Dacheng Industry and Trade Co., Ltd. and determine the contract price at a price not higher than that of the third party. The estimated amount in 2022 is 320 million yuan. (2) Our company and its subsidiaries purchase materials, accessories and maintenance services from Shanxi Lu'an Huayi Industrial Co., Ltd. and determine the contract price at a price not higher than that of the third party. The expected amount in 2022 is 200 million yuan. (3) Our company and its subsidiaries purchase materials and processing and repair services from Shanxi Lu'an Zhangcun Hengda Industry and Trade Co., Ltd. and determine the contract price at a price not higher than that of the third party. The expected amount in 2022 is 250 million yuan. (4) Our company and its subsidiaries purchase materials and processing and repair services from Shanxi Lu'an Guangyuan industry and Trade Co., Ltd. and determine the contract price at a price not higher than that of the third party. The expected amount in 2022 is 150 million yuan. (5) Shanxi Lu'an Yongchang industry and Trade Co., Ltd. provides engineering, materials, accessories and maintenance services to our company and its subsidiaries, and the contract price shall be determined at a price not higher than that of the third party. The estimated amount in 2022 is 280 million yuan.
(6) Our company and its subsidiaries purchase materials and accessories from Shanxi Lu'an Yimin metal products Co., Ltd. and determine the contract price at a price not higher than that of the third party. The estimated amount in 2022 is 110 million yuan. (7) Shanxi Benyuan Ecological Agriculture Development Co., Ltd. provides engineering, materials, accessories and maintenance services to our company and its subsidiaries, and the contract price shall be determined at a price not higher than that of the third party. The expected amount in 2022 is 150 million yuan.
II Introduction and relationship of related parties
(I) Shanxi Lu'an Engineering Co., Ltd. (hereinafter referred to as "engineering company")
1. Basic information:
Address: West of beiyuze village, Yuze Town, Tunliu District, Changzhi City, Western Province
Legal representative: Li Xiaojun
Registered capital: 784.31 million yuan only
Enterprise type: other limited liability companies
Business scope: Construction: Grade I general contracting for mining engineering construction, grade I general contracting for housing construction engineering construction, grade II general contracting for electromechanical installation engineering construction, grade III General Contracting for municipal public engineering construction, grade III General Contracting for power engineering construction, grade III General Contracting for petrochemical engineering construction, grade I professional contracting for steel structure engineering, grade II professional contracting for foundation and foundation engineering, grade III professional contracting for hoisting equipment installation engineering The professional contracting of ready mixed commercial concrete is not graded (operated with valid qualification certificate) and construction labor subcontracting; Wholesale and retail of building materials, wires and cables, hardware and electrical equipment (except paint), electronic products (except for the products limited by the state), communication equipment (except the products specially controlled for the production, operation and installation of satellite television broadcasting ground receiving facilities), industrial transformers, industrial and mining mechanical equipment and accessories, and electromechanical products Cecep Solar Energy Co.Ltd(000591) product sales and installation; Engineering and technical services, consulting and scientific and technological research (excluding intermediaries); Land improvement services; Sales of steel doors, steel windows and wood products; Road cargo transportation (excluding dangerous goods). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Relationship with listed companies: the engineering company is the sponsor shareholder of our company and the related party that has no control relationship with our company.
3. At present, the production and operation of the engineering company is normal and has the ability to perform the contract.
(II) Shanxi Lu'an Coal Distribution Co., Ltd. (hereinafter referred to as "coal distribution company")
1. Basic information:
Address: East of wulihou village, Luhua street, Lucheng District, Changzhi City, Shanxi Province
Legal representative: Wei Xiaoming
Registered capital: RMB 500 million only
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Business scope: general items: Sales of coal and products; Metal ore sales; Sales of building materials; Sales of metal materials; Fertilizer sales; Sales of chemical products (excluding licensed chemical products); Sales of special chemical products (excluding hazardous chemicals); Sales of rubber products; Sales of petroleum products (excluding hazardous chemicals); Lubricating oil sales; Sales of agricultural and sideline products; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) wholesale; Sales of feed raw materials; Sales of packaging materials and products; Productive waste metal recycling; Recycling of renewable resources (except productive waste metals); Sales of renewable resources. (except for the items that need to be approved according to law, the business license shall be provided)
