Securities code: Dalian Thermal Power Co.Ltd(600719) securities abbreviation: St thermoelectric Announcement No.: pro 2022020 Dalian Thermal Power Co.Ltd(600719)
Announcement on the reply of Shanghai Stock Exchange to the regulatory inquiry letter on the information disclosure of the company's 2021 Annual Report
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
On May 12, 2022, Dalian Thermal Power Co.Ltd(600719) (hereinafter referred to as "the company") received the inquiry letter on the supervision of information disclosure of Dalian Thermal Power Co.Ltd(600719) 2021 annual report (shgh [2022] No. 0358, hereinafter referred to as "the inquiry letter") issued by Shanghai Stock Exchange, For details, see the announcement on receiving the inquiry letter on the supervision of information disclosure of the company's 2021 annual report from Shanghai Stock Exchange (Announcement No.: pro 2022017) disclosed by the company on May 12, 2022. According to the requirements of Shanghai Stock Exchange, the reply to the relevant questions of the inquiry letter is hereby announced as follows:
1、 Fund occupation related
1. Occupation of non operating funds. According to the company's announcement and the negative opinion internal control audit report issued by the annual audit accountant, in 2021, the non operating occupation of the company's funds by the controlling shareholder Thermoelectric Group amounted to 491 million yuan, and the ending balance was 198 million yuan, accounting for 82.2% and 33.2% of the company's net assets respectively. The principal and interest of the funds were repaid in April 2022. The company is requested to make supplementary disclosure: (1) the starting time, return time, specific causes and interest calculation during the reporting period; (2) After the internal review and approval procedures and the main responsible persons of the above fund transfer, the directors, supervisors and senior management of the company shall explain whether they have fulfilled the obligations of loyalty and diligence in combination with their own performance of duties; (3) The storage and use of returned funds, whether they are lent again or occupied by other means after return, and the measures taken by the company to ensure the safety of relevant funds; (4) Conduct a comprehensive self-examination on whether there are other fund occupation problems, and explain the rectification measures taken by the company and the internal accountability. The annual audit accountant is invited to comment on question (1). [company reply]
(1) The starting time, return time, specific causes and interest calculation during the period of occupation of funds in the reporting period;
Start time of Occupied Funds: January 2021
Return time of all occupied funds: on April 22, 2022, Thermoelectric Group has repaid all the principal and interest of the occupied funds.
Specific causes:
a. The cost of coal increased significantly, and the integration of capital procurement led to the formation of occupation
In 2021, the coal price continued to rise. The maximum price of 5000 calories of thermal coal in the long-term association was about 1700 yuan / ton, an increase of nearly 100% over the same period. The maximum price of coal in the market trade was about 2400 yuan / ton, an increase of nearly 200% over the same period. As of the end of December 2021, the coal procurement cost of thermoelectric group increased by about 300 million yuan over the same period, and the first quarter of 2022 increased by about 180 million yuan over the same period. In order to ensure that the heating of people's livelihood will not be affected, All capital resources of the whole group must be integrated to ensure coal procurement, so as to form a period of occupation.
b. Coal resources are extremely scarce, and temporary preparatory funds lead to occupation
Due to the limited production of coal origin, the coal supply has been greatly reduced, the transfer in volume of ports around the Bohai Sea is seriously insufficient, the cashing rate of long-term cooperation fluctuates greatly compared with the same period, and the average cashing rate from July to November is less than 60%. Most of the market trade coal is temporarily notified by suppliers, resulting in extremely unstable coal supply, more temporary preparation funds, and the sharp rise in the number of port anchorage waiting for shipment, resulting in a sharp rise in the length of queuing, "Coal grabbing" and no coal at the ship's arrival occur from time to time, resulting in the arrival of funds, but the coal is not supplied in time, resulting in occupation during the period.
c. The coal quality is extremely unstable, and the temporary allocation of resources leads to occupation
In the process of coal supply, after the coal arrives at the port, the actual calorific value, sulfur content, volatile matter and other indicators of the coal do not meet the requirements of the operation indicators of the power plant affiliated to the company, or due to the temporary shortage of coal in other subordinate power plants of the thermal power group, the coal is urgently transferred to the demand unit. Although the thermal power group returns the overpayment to the company, the coal is not transported to the power plant affiliated to the company in time, resulting in occupation.
d. Implement the government's supply guarantee requirements, and the increase of coal reserves leads to the formation of occupation
At the end of 2021, the provincial government issued an early warning for the coal reserve to reach 80% and 100% before the Spring Festival, and the reserve of Nina will be upgraded again before the end of 2021. Provincial and municipal government departments have repeatedly asked heating enterprises to increase procurement efforts and strictly implement coal reserves, so as to ensure that the established coal storage capacity is met by the end of October, and subsequent contracts are signed for the remaining amount of coal, so that they can be taken as needed. In order to implement the government's requirements for supply guarantee, the company increased its reserves and fulfilled its social responsibilities, so it paid the corresponding advance payment to the thermal power group. However, due to the warming weather in late January 2022, the reduction of consumption of Donghai power plant, the failure of Beihai power plant and the saving of coal consumption by changing steam to water, the coal reserves exceeded the actual consumption, and the thermal power group still needs to purchase coal. In order to reduce the amount of funds, The company sold the surplus reserve coal to the thermal power group at the price at the beginning of the year to reduce the loss of inventory falling price. Due to the unified settlement after the planned heating season, it formed a period occupation.
Interest calculation during occupation:
According to the time when the company pays the funds of Thermoelectric Group, combined with the settlement cycle between Thermoelectric Group and suppliers, the payment period is one month. If the funds are not repaid in the current month or the goods are not received in the next month, it will be regarded as the amount of funds occupied, so as to calculate the cumulative amount of funds occupied at the end of each month, and calculate the interest of funds occupied at the 1-year loan interest rate of the people's Bank of China of 4.35%. It is estimated that the total interest on capital occupation in 2021 is 462736375 yuan.
The accumulated fund occupation amount and fund occupation interest at the end of each month are shown in the following table: unit: Yuan
Cumulative capital occupation in 2021 total capital occupation interest capital occupation principal and interest
January 262718132
February 929177129595037289301275023
March 4551771295336826714594957694
April 105517712951650017110611457865
293715293715
June 51157156265213652367
July 128596461821854446912976127392
August 134984149664661621713661512394
September 157430472014893175415955076383
October 128116013655706854613080699093
November 212302456924644205521545785475
December 1937571071114719659219838447086
The total interest on capital occupation is 462736375
[annual audit accountant's opinion]
Main audit and verification procedures for the above matters:
1. Understand the causes of fund occupation through inquiry and communication with the company's management;
2. Obtain the subsidiary ledger of related party transactions, check contracts, agreements, payment vouchers, etc., and check whether there is capital occupation;
3. Obtain the statement of fund occupation and understand whether the preparation process and method are reasonable;
4. Obtain the bank statement, check the relevant capital flow, and verify whether the data in the capital occupation table is true and complete;
5. Recalculate and verify whether the data in the fund occupation table is accurate.
Accountant's opinion:
Based on the above audit and verification procedures, the accountant believes that during the reporting period, the company's controlling shareholder Thermoelectric Group occupied the company's funds for non operation. In 2021, the accumulated funds occupied 49115710711 yuan and the accumulated repayment was 29740000000 yuan. As of December 31, 2021, the occupied principal and interest balance totaled 19838447086 yuan (including 19375710711 yuan of principal and 462736375 yuan of interest). The occupied principal and interest of the fund were repaid in April 2022.
(2) After the internal review and approval procedures and the main responsible persons of the above fund transfer, the directors, supervisors and senior management of the company shall explain whether they have fulfilled the obligations of loyalty and diligence in combination with their own performance of duties; Internal review and approval procedures for fund transfer of the company:
The company's daily fund payment is implemented in accordance with the company's fund management measures and through the monthly fund approval plan. If the actual payment is in the capital plan, the relevant payment approval procedures in the plan shall be performed according to the approval process of the handler, department head, manager in charge and financial person in charge; In case of unscheduled fund payment, unscheduled approval procedures shall be performed according to the approval process of the handler, department head, manager in charge, general manager, chairman and financial director.
Identification of main responsible person:
Shaoyang serves as the chairman and legal representative of the company (also the chairman and legal representative of Thermoelectric Group), Li Junxiu serves as the director of the company (also the deputy general manager of Thermoelectric Group), and Li Lin serves as the financial director of the company. For the transfer of the above funds, Li Junxiu puts forward the fund payment requirements according to the coal procurement requirements, and arranges Li Lin to handle it with the consent of Shaoyang. The above three persons are aware of the fund transfer and are the main responsible persons for the occupation of funds by non operating funds.
Description of directors, supervisors and senior managers of listed companies:
According to the instructions provided by the current directors and supervisors, during their performance of their duties, they abide by relevant laws and regulations, understand the company's production and operation through on-site and telephone, put forward judgments and suggestions on the company's business decisions and standardized operation with their professional knowledge, and vote on relevant bills. When the above-mentioned non operating fund occupation problem disclosed by the company occurred, it did not notify the relevant departments of the company to implement the approval procedures, and did not submit it to the board of directors and the general meeting of shareholders for deliberation and implementation of the decision-making procedures. Except for the above-mentioned main responsible person, the general manager and the deputy general manager in charge of production, other directors and supervisors of the company were unaware of it. After the problems found in the company's self inspection, the current directors, supervisors and senior managers of the company actively urged Thermoelectric Group to implement the repayment and formulate rectification measures, without subjective and intentional behavior. In view of the occupation of non operating funds by the company, Thermoelectric Group has returned the Occupied Funds and interest in full on April 22, 2022. The directors, supervisors and senior executives of the company will actively urge the implementation of the follow-up rectification plan and effectively safeguard the interests of the company and the majority of investors.
All directors, supervisors and senior managers of the company will further strengthen the study of laws and regulations and improve the awareness of standardized operation. At the same time, they will regularly organize legal training for staff in key positions of the company and subsidiaries, strengthen and improve the internal control system, and resolutely put an end to similar events and other violations of the system.
(3) The storage and use of returned funds, whether they are lent again or occupied by other means after return, and the measures taken by the company to ensure the safety of relevant funds;
The returned funds have been deposited into the company's bank account on April 22, 2022 and are currently used for the company's normal production and operation expenses. After the return, the company has not lent any more funds or been occupied by related parties in other ways.
Measures taken by the company to ensure the safety of relevant funds:
The company comprehensively combs, formulates and improves the processes and systems of fund payment approval and payment, strictly implements the approval system of funds, especially large amount funds, and focuses on the approval and payment of non operational large amount prepayments. In the case of incomplete approval decision-making procedures and procedures, it is strictly prohibited to make any external payment; Check the payment from 2021 to now except for the above situations one by one; For suppliers with large prepayments, especially long-term prepayments, a regular verification mechanism shall be added.
(4) Conduct a comprehensive self-examination on whether there are other fund occupation problems, and explain the rectification measures taken by the company and the internal accountability.
The company has passed the comprehensive self inspection and found no other problems of fund occupation.
Follow up rectification measures:
a. Organize internal training and improve risk prevention awareness
The company will further strengthen the training and study of securities related laws and regulations, and strengthen the responsibility and compliance awareness of controlling shareholders; At the same time, regularly organize the legal training of staff in key positions of the company, and resolutely put an end to similar events and other violations of the system.
b. Improve the internal control system and improve the ability of continuous and standardized operation
The company will comprehensively sort out, improve and strictly implement various internal control systems. In accordance with the latest laws and regulations, combined with the requirements of regulatory authorities and the company's self-examination, the company will timely find out the problems existing in the internal control system, and timely revise, supplement and improve it. Formulate the company's management measures for preventing the occupation of funds by controlling shareholders and other related parties, eliminate the occupation of funds by related parties in any form, and effectively safeguard the interests of the company and all shareholders.
c. Implement the reporting mechanism and strictly implement the relevant approval procedures
