Securities code: Runjian Co.Ltd(002929) securities abbreviation: Runjian Co.Ltd(002929) Announcement No.: 2022039 bond Code: 128140 bond abbreviation: runjian convertible bond
Announcement on signing the development agreement of decentralized new energy power generation project 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.
Special tips:
1. Runjian new energy signed the development agreement of decentralized new energy power generation project with the people’s Government of Yongfu County, Guilin city. The total capacity of the project is expected to be about 900000 kW (including Shanghai Pudong Development Bank Co.Ltd(600000) kW of decentralized wind power project and 300000 kW of decentralized photovoltaic project). The total investment and development fund is expected to be 5.8 billion yuan. Due to the constraints of site and other factors, the development cycle of the project is uncertain, The impact on the current and future business performance is uncertain. Please pay attention to the investment risk.
2. The new energy power generation project development agreement signed this time is an important breakthrough in the company’s energy network management and maintenance business, but it will not have a significant impact on the company’s financial status and operating performance.
3. For details of the framework agreements disclosed by the company in the last three years, see “VI. other instructions” in this announcement. Recently, runjian new energy Co., Ltd. (hereinafter referred to as “runjian new energy”), a holding subsidiary of Runjian Co.Ltd(002929) (hereinafter referred to as “the company”), signed a decentralized new energy power generation project development agreement with the people’s Government of Yongfu County, Guilin city. It is estimated that the total capacity of the project is about 900000 kW (including Shanghai Pudong Development Bank Co.Ltd(600000) kW of decentralized wind power project and 300000 kW of decentralized photovoltaic project), and the total investment and development amount is expected to be 5.8 billion yuan, The details are as follows:
1、 Transaction overview
System, adhere to the simultaneous development of centralization and distribution, give priority to promoting the development and utilization of wind energy and Cecep Solar Energy Co.Ltd(000591) local and nearby. Combined with the national implementation of the “Sunshine Action for thousands of households” and the “wind control plan for thousands of townships and villages” during the 14th Five Year Plan period, Yongfu county will actively develop and utilize Cecep Solar Energy Co.Ltd(000591) and wind energy according to local conditions as a way to optimize the rural energy supply structure, build a modern rural energy system, and establish a new pattern of Rural Revitalization An important measure to build a beautiful countryside.
In view of the outstanding ability of runjian new energy in new energy development and services, Yongfu County People’s government plans to carry out strategic cooperation with runjian new energy in the fields of decentralized photovoltaic and decentralized wind power, through the integrated utilization of idle land in Yongfu County, such as ponds, depressions, beaches, barren mountains and industrial parks, as well as general agricultural land and forest land resources whose nature meets the requirements of landscape new energy construction, The implementation of decentralized photovoltaic power generation and decentralized wind power generation projects in the whole county is expected to have a total capacity of about 900000 kW ( Shanghai Pudong Development Bank Co.Ltd(600000) kW for decentralized wind power projects and 300000 kW for decentralized photovoltaic projects), and the total investment and development amount is expected to be 5.8 billion yuan.
This matter does not require the deliberation and approval of the board of directors and the general meeting of shareholders, and does not constitute related party transactions and major asset restructuring specified in the administrative measures for major asset restructuring of listed companies.
2、 Introduction to the counterparty
(I) Guilin Yongfu County People’s Government
1. Introduction to the people’s Government of Yongfu County, Guilin City
Yongfu county is located in the northeast of Guangxi, in the middle subtropical monsoon climate zone, with short winter and long summer, mild climate, sufficient sunshine and abundant rainfall. The county is 48 kilometers away from Guilin city and 35 kilometers away from Guilin Liangjiang International Airport. Hunan Guangxi railway and Guilin Liuzhou Expressway run through the county from north to south. Yongfu county has a land area of 2806 square kilometers, and its per capita occupancy ranks first among all counties in Guilin. It has jurisdiction over 6 towns and 3 townships, with a population of 280000, inhabiting 18 nationalities such as Zhuang, Han, Yao, Miao, Beijing and Hui.
Under the leadership of Yongfu county Party committee and government, Yongfu county achieved a GDP of 8.297 billion yuan at the end of the 13th Five Year Plan period, with an average annual growth of 6.3%; The investment in fixed assets reached 5.231 billion yuan, with an average annual growth of 15.4%; It has successively won national honors such as “ten haves” county with national high standard for geological disaster prevention and control, hometown of “color tune” of Chinese folk culture and art, national pilot area for integrated development of primary, secondary and tertiary industries, National Garden County, and autonomous regional honors such as Guangxi intellectual property Demonstration County, hometown of Guangxi characteristic literature and art (color tune), Guangxi Garden City, and ecological county of the autonomous region. The signatory is the people’s Government of Yongfu County, Guilin city
2. There is no relationship between Yongfu county government and Guilin people’s government.
3. Transactions between the company and its subsidiaries and the people’s Government of Yongfu County, Guilin City in the last three years:
In October 2021, the company signed the development agreement of the whole county roof distributed photovoltaic power generation project with the people’s Government of Yongfu County, Guilin city. It is estimated that the total capacity of the project is about 409000 kW and the total development investment is expected to be 1.806 billion yuan. At present, the project is under normal implementation.
4. Analysis of performance ability: the people’s Government of Yongfu County, Guilin city is not a dishonest party, and has good payment ability and credit status, so it has good performance ability.
(II) runjian new energy
Name: runjian new energy Co., Ltd
Legal representative: Wei Gang
Registered capital: 200 million yuan
Business scope: general items: Cecep Solar Energy Co.Ltd(000591) power generation technical services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Heat production and supply; Contract energy management; Sales of intelligent power transmission and distribution and control equipment; Charging pile sales; Manufacturing of power transmission and distribution and control equipment; Instrument repair; Instrument manufacturing; Sales of photovoltaic equipment and components; Parking service; Repair of special equipment; Computer and office equipment maintenance; Operation of electric vehicle charging infrastructure; Information consulting services (excluding licensed information consulting services); Non residential real estate leasing; Manufacturing of new energy prime mover equipment; Sales of wind farm related equipment; Research and development of wind farm related systems Cecep Solar Energy Co.Ltd(000591) heat utilization product sales; Sales of special equipment for environmental protection; Asset management services invested by self owned funds; Energy conservation management services; Research and development of carbon emission reduction, carbon conversion, carbon capture and carbon storage technologies; Sales of greenhouse gas emission control equipment; Sales of new energy prime mover equipment; Sales of power facilities and equipment; Project management services (except for projects subject to approval according to law, carry out business activities independently according to law with business license): Construction of construction projects; Power supply business; Certification services; Power generation business, transmission business and power supply (distribution) business; Installation, maintenance and test of power transmission, power supply and receiving facilities.
Registered address: room 203-82, second floor, building B2, No. 27, Jinlong Road, Nanning area, China (Guangxi) pilot Free Trade Zone
Related relationship: the company holds 70% of its shares, and runjian new energy is the holding subsidiary of the company.
3、 Main contents of the agreement
Guilin Yongfu County People’s Government (hereinafter referred to as Party A) and runjian new energy Co., Ltd. (hereinafter referred to as Party B or “runjian new energy”) have reached an investment and development agreement for decentralized new energy power generation project (hereinafter referred to as “this Agreement”) through friendly negotiation. The main contents are as follows:
1. Cooperation content
1.1 Party A shall provide or assist in providing the land resources required for the construction of decentralized photovoltaic power generation and decentralized wind power generation projects in the whole county, including idle land resources such as idle ponds, depressions, beaches, barren mountains and wastelands and industrial parks, as well as general agricultural land and forest land whose land properties meet the requirements of scenery and new energy construction.
1.2 the construction scale of decentralized photovoltaic power generation and wind power generation projects in the whole county is expected to be: 100 decentralized wind power projects, with a total installed capacity of Shanghai Pudong Development Bank Co.Ltd(600000) kW and an estimated investment of 4.6 billion yuan; 50 distributed photovoltaic projects with a total installed capacity of 300000 kW and an estimated investment of 1.2 billion yuan; The total capacity of the project is about 900000 kW, and the total investment is expected to be 5.8 billion yuan. The maximum capacity of single distributed wind power and photovoltaic shall be subject to the provisions of the national and autonomous regional development and Reform Commission.
2. Rights and obligations of both parties
2.1 Party B promises that with the strong support of Party A, “classified construction and rolling promotion”, the projects with construction conditions will start construction within half a year and complete the investment and construction within two years. Unless Party B fails to meet the above agreement due to policy reasons or Party A’s resource coordination.
2.2 Party B shall fully consult with relevant departments with the assistance of Party A before the start of the project, confirm the implementation conditions, demonstrate the feasibility of the project, and ensure compliance with national laws and regulations and the requirements of natural resources, forestry, ecological environment, military and relevant policies.
2.3 Party B shall be responsible for the data collection and analysis of Cecep Solar Energy Co.Ltd(000591) resources and wind energy resources of the new energy project, carry out land investigation, feasibility study, grid connection and access system, handle procedures such as long-term and temporary land transfer and relevant technical support materials, carry out preliminary work of the project and implement various conditions of project construction.
2.4 Party A shall provide necessary support and assistance to Party B in the above work, and assist in completing project planning, application, filing, approval, grid connection approval, etc; Coordinate with relevant departments to speed up the handling of all approvals required for the project.
2.5 if Party B is a company registered as an independent legal person within the jurisdiction of Party A, it shall fulfill its tax obligations locally, and give priority to ensuring the placement of jobs and the purchase of local products in Party A’s area under the same conditions.
3. All parties shall set up special project working groups to jointly hold work exchange meetings on a regular or irregular basis to negotiate matters related to the promotion of project cooperation.
4. This Agreement shall come into force after being signed or sealed by Party A and Party B in quadruplicate, with Party A and Party B holding two copies respectively for mutual compliance.
4、 Impact on the company
1. The project is another cooperation between the company and the people’s Government of Yongfu County, Guilin City in the field of new energy power generation after signing the 409000 kW roof distributed photovoltaic power generation project of the whole county in October 2021.
In response to the call of the national policy of “carbon peaking and carbon neutralization”, the project can optimize the regional energy structure, promote energy conservation and emission reduction, give full play to the role of new energy in energy supply guarantee, accelerate the construction of clean, low-carbon, safe and efficient energy system, adhere to the combination of centralized and distributed development, and give priority to the development and utilization of wind energy, Cecep Solar Energy Co.Ltd(000591) local and nearby, Combined with the “14th five year plan” period, the national implementation of the “Sunshine Action for thousands of families” and the “wind control plan for thousands of townships and villages” is an important measure for the people’s Government of Yongfu County, Guilin city to optimize the rural energy supply structure, build a modern rural energy system, establish a new pattern of Rural Revitalization and build a beautiful countryside.
2. Runjian Co.Ltd(002929) positioned as the manager and operator of communication information network and energy network, the company is a leading digital intelligent operation and maintenance (aiops) service provider. Through the independently developed digital service platform, the company provides customers with digital intelligent operation and maintenance, digital solutions, smart energy-saving solutions, product integration and other management services. At present, the company’s management and maintenance business covers communication network, information network and energy network, In the era of “interconnection of all things”, the company is an intelligent property of communication information network and energy network.
This project is an important project in the company’s energy network management and maintenance business. The company will provide life-cycle services for new energy power stations from early development to construction, operation and maintenance. The project has improved the overall technical service capability of the company, and will also comprehensively enhance Runjian Co.Ltd(002929) the brand awareness in the energy network management and maintenance market, which will have a positive impact on the subsequent business development.
3. According to the agreement reached by both parties, the total capacity of the project is expected to be about 900000 kW, and the total development investment is expected to be 5.8 billion yuan. The overall investment and development cycle is uncertain due to site and other factors. The audited amount of the project and the operating income of the company will not account for 57.00% of the total operating income of the company in 2021, but the execution of the audited project will not have a positive impact on the company’s operating income in 2021, The amount of impact on the company’s operating performance shall be subject to the audited data. The company will recognize the revenue and cost in the corresponding accounting period according to the requirements of this contract and the revenue recognition principle.
5、 Risk tips
The construction scale, investment and development amount and other data involved in this Agreement are the planning data prepared by the parties based on the current situation. The final actual construction scale, investment and development amount and other data are uncertain. The overall investment and development cycle is subject to uncertainty due to site and other factors. The investment cost and income of new energy power generation projects may be affected by raw materials, natural disasters and other factors, there are certain business risks, and the impact on the current and future business performance is uncertain. For subsequent cooperation matters, the company will perform necessary decision-making procedures and relevant disclosure obligations in accordance with relevant laws and regulations. Please pay attention to investment risks.
6、 Other instructions
The details of framework agreements or intention agreements disclosed by the company in recent three years are as follows:
Serial number disclosure date and progress of the names of the parties
Operation and maintenance service of distributed photovoltaic power station invested by Hong Kong and China Energy
202116 normal cooperation framework of the company
Roof distributed photovoltaic power generation in Yongfu County, Guilin
2. The project development agreement of the people’s government is under normal performance on October 11, 2021
Development of new energy power generation projects
3 on March 31, 2022, Heshan Municipal People’s government normally performs the investment agreement
It is hereby announced.
