Securities code: 002053 securities abbreviation: Yunnan Energy Investment Co.Ltd(002053) Announcement No.: 2022-003 Yunnan Energy Investment Co.Ltd(002053)
With regard to the announcement of signing the Huaning County photovoltaic project investment and development agreement with the people’s Government of Huaning County, 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. This agreement is a framework agreement reached by both parties. The construction installed capacity and construction location stated in the agreement shall finally be subject to the relevant planning and construction indicators approved by governments at and above the county level and relevant departments, and the total investment of the project shall be subject to the project record. Up to now, the preliminary work of relevant projects is being carried out. The subsequent projects can only be implemented after being submitted to the general manager’s office meeting, the board of directors and the general meeting of shareholders (if necessary) for deliberation and approval in accordance with the articles of association and relevant rules and regulations. The project construction involves project initiation, environmental protection, planning, engineering construction and other related matters, which also need to be filed or approved by relevant competent departments, There is a certain degree of uncertainty in the promotion of the project; If the construction is not started due to the company within 6 months after winning the planned indicators, or the photovoltaic power generation project is not completed for grid connected power generation within 1 year after the construction is started, there is a risk of automatic termination of this agreement. Please pay attention to investment risks.
2. The signing of this agreement is not expected to have a significant impact on the company’s operating performance this year.
3. For details of the framework agreements disclosed by the company in the last three years, see “1. Progress of the framework agreements disclosed by the company in the last three years” in “VI. other instructions” of this announcement.
1、 Overview of agreement signing
In order to develop and utilize the abundant Cecep Solar Energy Co.Ltd(000591) resources of Huaning County, accelerate the pace of green energy construction, improve the energy structure and effectively promote the economic and social development of Huaning County, in accordance with the civil code of the people’s Republic of China, relevant laws, regulations and relevant national regulations, and based on the principle of “government guidance, enterprise operation, mutual benefit and common development”, through friendly negotiation, The company and the people’s Government of Huaning County recently signed the investment and development agreement of Huaning County photovoltaic project.
The signing of this Agreement does not constitute a connected transaction, nor does it constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
2、 Basic information of the parties
1. Name: Huaning County People’s Government
2. Relationship with the company: the company has no relationship with it;
3. From 2019 to 2021, the company did not have similar transactions with Huaning County People’s government.
4. The party is not a dishonest party;
5. The parties have sufficient performance capacity.
3、 Main contents of the agreement
Party A: Huaning County People’s Government
Party B: Yunnan Energy Investment Co.Ltd(002053)
Article 1 in accordance with the civil code of the people’s Republic of China and the laws, regulations, rules and policies of provincial, municipal and District People’s governments on industry development, and in combination with the specific Cecep Solar Energy Co.Ltd(000591) resources of Huaning County, Party A and Party B agree to jointly carry out investment and development cooperation on the photovoltaic project agreed in this agreement through consultation. Article 2 cooperation project, location and scale
Through consultation, the two sides plan to cooperate in the development of four photovoltaic projects: Shanhou photovoltaic project, Huludi photovoltaic project, lumaixi photovoltaic project and Dalongtan photovoltaic project, with a total installed capacity of 70000kw.
Article 3 cooperation mode
(I) Party A agrees that Party B shall invest and develop the above photovoltaic project, and Party B shall actively carry out the preliminary work of the project. After the signing of this agreement, Party B shall register and establish a wholly-owned project company in Huaning County within three months, and pay taxes locally according to law. After the establishment of the project company, it will be the subject of investment, construction and operation management of the above photovoltaic project, Undertake the rights and obligations of Party B as agreed in this agreement.
(II) the project company is the main body of project development, operation, management, coordination, resource allocation and financing for the implementation of Huaning County photovoltaic project. After the project meets the filing conditions, the project company will fully carry out the construction preparation of photovoltaic project.
Article 4 Rights and obligations of both parties
(I) rights and obligations of Party A
1. Implement the development policies related to new energy projects issued by the state, provinces, cities and counties. 2. Party A shall timely establish a project promotion coordination mechanism to provide assistance and support to the project company established by Party B in project survey and design, filing and approval, construction, etc. Party A is obliged to assist the project company in providing assistance services to relevant departments, and all expenses incurred shall be borne by the project company to ensure the smooth progress of project construction.
3. Actively assist Party B in solving other problems such as land acquisition, transportation and power grid access.
4. Party A will actively coordinate to incorporate the above cooperation projects into the relevant plans of Yunnan Province and the state. (II) rights and obligations of Party B
1. Establish a project company within the administrative region of Party A to actively promote the project under this agreement. The project company shall be responsible for its own profits and losses and pay taxes according to regulations.
2. Under the guidance of relevant national and Yunnan policies on new energy projects, the project company established by Party B gives full play to its advantages in capital, technology, talents and management, investigates Cecep Solar Energy Co.Ltd(000591) resources and actively carries out project construction and operation.
3. Party B shall give full play to the technical advantages of its respective industries and do a good job in the preliminary formalities, financing, project construction, operation and maintenance of the project.
4. If the project involves land use, it shall obtain the project land in accordance with laws and regulations in accordance with the spirit of national laws, regulations and relevant policies.
5. The project must meet the national environmental protection and safety production standards. In the process of project construction and operation, we should always firmly adhere to the idea of life first and safety first, earnestly implement the laws, regulations, policies, decision-making arrangements and instructions of central provinces, cities and counties on work safety, improve and implement the work safety responsibility system, effectively prevent work safety risks, and incorporate work safety policies, laws and regulations into the company’s staff training.
6. During the construction of the project, the project company established by Party B shall protect the vegetation and landscape in the project area and avoid water and soil loss, ecological environment damage and pollution.
Article 5 liability for breach of contract
(I) the construction installed capacity and construction location stated in this Agreement shall finally be subject to the relevant planning and construction indicators approved by governments at and above the county level and relevant departments. The total investment of the project shall be subject to the project filing. The relevant period referred to in this agreement is the time not affected by force majeure.
(II) if the agreement cannot be performed and losses are caused by the adjustment of national macro policies, Party A and Party B shall not be liable for breach of contract. Both parties may jointly negotiate whether to discharge or partially discharge the responsibility for performing the agreement.
(III) the project company established by Party B shall bear all expenses for the preliminary work of the project, and Party A shall handle the formalities within the authority of the government at the same level according to law, and the expenses involved shall be borne by the project company; For projects approved by the superior government, Party A shall actively assist the project company in reporting. If the superior government fails to approve, neither party shall bear the liability for breach of contract.
(IV) if the performance of the agreement is affected or cannot be performed according to the agreed conditions due to unforeseen and force majeure factors, both parties shall not be liable for breach of contract, and can negotiate to change or terminate this agreement.
Article 6 dispute resolution
Any dispute arising from this agreement between Party A and Party B may be settled through negotiation. If the negotiation fails, Party A and Party B may bring a lawsuit to the people’s court where the agreement is performed according to law.
Article 7 others
(I) for matters not covered in this agreement, Party A and Party B shall negotiate separately and sign a supplementary agreement, which has the same effect as this agreement. If either party wants to change this agreement, it must notify the other party in writing and change it only after consensus is reached.
(II) any party to this Agreement shall be obliged to keep confidential the information, materials and specific contents of this Agreement provided by other parties during the performance of this agreement.
(III) if a third party obtains the indicators of Huaning development plan and Party B fails to obtain them, Party A has the right to terminate this agreement, the expenses and responsibilities invested shall be borne by Party B, and the relevant test data and materials obtained by Party B in Huaning County shall be transferred to Party A free of charge.
(IV) within 6 months after winning the planned indicators, if the construction is not started due to Party B or the photovoltaic power generation project is not completed for grid connected power generation within 1 year after the construction is started, this agreement will automatically terminate, Party A will withdraw the investment and development right of the project, and the relevant testing data and materials obtained by Party B in Huaning County will be transferred to party a free of charge.
(V) in case of any conflict between the terms of this Agreement and relevant laws, regulations, rules and policies, the laws, regulations, rules and policies shall prevail.
(VI) this agreement is made in quadruplicate, with each party holding two copies.
(VII) this Agreement shall come into force from the date of signature and seal by both parties and shall be valid for two years. If the project has not been started after the expiration of the agreement period, Party A and Party B shall re negotiate and sign the investment agreement.
4、 Impact on the company
The signing of this agreement aims to closely focus on the objectives and requirements of “carbon peak and carbon neutralization” and the national energy policy, grasp the strategic opportunity of “green energy brand” of Yunnan Province, actively practice the national and Yunnan energy development strategy, and develop and utilize the rich Cecep Solar Energy Co.Ltd(000591) resources of Huaning County in the principle of “government leadership, enterprise operation, mutual benefit and common development”, Accelerate the pace of green energy construction, improve the energy structure, effectively promote the economic and social development of Huaning County, further enhance the company’s ability to obtain resources for new energy projects, deepen the industrial layout, realize further expansion in the field of new energy, promote the expansion and strengthening of the company’s new energy business, and promote the implementation of the company’s strategic development objectives of the 14th five year plan. At the same time, it is also conducive to improving the company’s position and influence in the new energy industry and bringing a positive impact on subsequent business development.
The contents agreed in the agreement are consistent with the company’s new energy development strategic plan. The signing and performance of this Agreement does not affect the business independence of the company, and the main business of the company does not rely on both parties due to the performance of the agreement.
The signing of this agreement is not expected to have a significant impact on the company’s financial status and operating results this year.
5、 Risk tips
This agreement is a framework agreement reached by both parties. The construction installed capacity and construction location stated in the agreement shall finally be subject to the relevant planning and construction indicators approved by governments at and above the county level and relevant departments, and the total investment of the project shall be subject to the project record. Up to now, the preliminary work of relevant projects is being carried out. The subsequent projects can only be implemented after being submitted to the general manager’s office meeting, the board of directors and the general meeting of shareholders (if necessary) for deliberation and approval in accordance with the articles of association and relevant rules and regulations. The project construction involves project initiation, environmental protection, planning, engineering construction and other related matters, which also need to be filed or approved by relevant competent departments, There is a certain degree of uncertainty in the promotion of the project; If the construction is not started due to the company within 6 months after winning the planned indicators, or the photovoltaic power generation project is not completed for grid connected power generation within 1 year after the construction is started, there is a risk of automatic termination of this agreement.
Photovoltaic is a new business field of the company. In the future, the performance of the agreement and the business performance after the project is put into operation may be affected by national policies, laws and regulations, industry macro environment, changes in project construction cycle, etc., and there is still uncertainty risk.
The company will perform corresponding decision-making procedures and information disclosure obligations according to the progress. Please invest carefully and pay attention to investment risks.
6、 Other relevant instructions
1. Progress of framework agreement disclosed by the company in recent three years:
No. implementation of the disclosure date of the agreement name of the counterparty
China energy construction collection
Strategic cooperation framework
Yunnan electric power design of the 1st regiment is being implemented on May 20, 2021
Shelf agreement
Jiyuan Co., Ltd
Urban and rural construction of Lincang City
Strategic cooperation agreement
2. Development Group Co., Ltd. is under implementation on November 26, 2021
Proposal
department
2. Within three months before the signing of this agreement, the shareholding of the company’s controlling shareholders, shareholders holding more than 5% and directors, supervisors and senior managers has not changed; In the next three months, Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. will lift the restrictions on the sale of 202649230 shares with limited sale conditions held by the company on March 26, 2022 (if it is not a trading day, it will be postponed accordingly); Except that the lock up period of the first phase of the company’s ESOP expired on July 24, 2021 (see the prompt announcement on the expiration of the lock up period of the first phase of the ESOP disclosed by the company on July 24, 2021), the company has not received the notice of the company’s controlling shareholders, shareholders holding more than 5% of the shares and directors, supervisors and senior managers to reduce the company’s shares in the next three months, If the share reduction plan is to be implemented in the future, the company will timely perform the obligation of information disclosure in accordance with relevant regulations.
7、 Documents for future reference
Huaning County photovoltaic project investment and development agreement signed by the company and Huaning County People’s government. It is hereby announced.
Yunnan Energy Investment Co.Ltd(002053) board of directors January 14, 2022
