Securities code: 600509 securities abbreviation: Xinjiang Tianfu Energy Co.Ltd(600509) Announcement No.: 2022-lin011 Xinjiang Tianfu Energy Co.Ltd(600509)
Announcement on acquisition of assets and related party transactions of related party Xinjiang Tianfu Group Co., Ltd. rural power network reconstruction project
hot tip
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:
Shihezi Tianfu Rural Power Co., Ltd. (hereinafter referred to as "Tianfu rural power"), a wholly-owned subsidiary of Xinjiang Tianfu Energy Co.Ltd(600509) (hereinafter referred to as "the company"), purchased the 2020 special transformer and low-voltage lighting transformation project for users of the eighth division regiment held by Xinjiang Tianfu Group Co., Ltd. (hereinafter referred to as "Tianfu group") by cash payment The physical assets involved in the remote centralized reading transformation project of low-voltage users in each regiment, town and district of the eighth division. After Beijing Guorong Xinghua Assets Appraisal Co., Ltd. takes December 31, 2021 as the appraisal base date and adopts the cost method for appraisal, the book value of the above assets is RMB 87.7535 million in total, and the appraisal price including tax is RMB 88.3948 million. Both parties agree to purchase the above assets at the appraisal price including tax, and the transaction price is RMB 88.3948 million.
This transaction constitutes a connected transaction, but does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
This connected transaction has been deliberated and approved at the 12th meeting of the 7th board of directors held on January 21, 2022, and does not need to be submitted to the general meeting of shareholders for deliberation.
Within 12 months before the transaction, on January 11, 2021, the company invested 125 million yuan to acquire 5000000 shares of Tianke Heda held by Tianfu group after deliberation and approval of the 41st meeting of the sixth board of directors of the company; On February 8, 2021, through deliberation and approval at the 44th meeting of the sixth board of directors, the company purchased Tianfu with RMB 3.598351 million
A land use right held by the group; On March 10 and March 26, 2021, the company invested 250 million yuan to acquire 10000000 shares of Tianke Heda held by Tianfu group after deliberation and approval of the 45th meeting of the sixth board of directors and the second extraordinary general meeting of shareholders in 2021.
1、 Overview of related party transactions
According to the reply of the development and Reform Commission of Xinjiang production and Construction Corps on the feasibility study report on the remote centralized reading and transformation project of the special transformer for users of each regiment in 2020 for the transformation and upgrading of rural power network of the eighth division (bfggyf [2019] No. 245) issued by the development and Reform Commission of Xinjiang production and Construction Corps, and The reply of BINGTUAN development and Reform Commission on the feasibility study report on the remote centralized reading and transformation project of low-voltage users in each regiment and town of the eighth division for the transformation and upgrading of rural power network in 2020 (Bingfa gainengfa [2019] No. 246), the transformation project of special transformer and low-voltage lighting for users in the regiment and town of the eighth division in 2020 The project unit of the remote centralized reading transformation project for low-voltage users in each regiment, town and district of the eighth division is Tianfu group, with a total investment of 102.12 million yuan, including 51.07 million yuan in the central budget and 51.05 million yuan raised by the enterprise itself. From September to December 2020, Tianfu group has obtained special fund support from the central budget. The above projects have been completed in June 2021 and the final accounts audit of the project has been completed in December. The main construction content of the project is to transform the original manual reading power meter into an intelligent remote transmission meter for some industrial enterprise users and resident users in the regiment yard. The purpose is to reduce the cost of manual reading and improve the accuracy and efficiency of power supply settlement.
The business scope of Tianfu rural power, a wholly-owned subsidiary of the company, is power supply and sales; Power supply user management, maintenance and installation of user's power lines, installation, operation, maintenance and repair of power distribution equipment; Distribution equipment leasing and house leasing. Since the power grid operation and power supply services of the regiment farm under the jurisdiction of the eighth division are under the business scope of Tianfu rural power, in order to accelerate the equalization of urban and rural power supply services, improve the power supply capacity and reliability of the rural power grid, and ensure the normal operation of the power grid of the regiment farm under the jurisdiction of the eighth division, Tianfu rural power purchased the 2020 special transformer and low-voltage lighting transformation project for users of the eighth division regiment yard held by Tianfu group, the controlling shareholder of the company, by cash payment Physical assets involved in the remote centralized reading transformation project of low-voltage users in each regiment and town of the eighth division (specifically including relevant assets involved in equipment installation projects such as 121 regiment, 134 regiment, 136 regiment of the eighth division, special transformer and low-voltage lighting project for users in Hongshan Town, remote centralized reading transformation of low-voltage users, etc.). After Beijing Guorong Xinghua Assets Appraisal Co., Ltd. takes December 31, 2021 as the appraisal base date and adopts the cost method for appraisal, the book value of the above assets is RMB 87.7535 million in total, and the appraisal price including tax is RMB 88.3948 million. Both parties agree to purchase the above assets at the appraisal price including tax, and the transaction price is RMB 88.3948 million.
Tianfu group is the controlling shareholder of the company. According to the company law of the people's Republic of China, the Listing Rules of Shanghai Stock Exchange and the articles of association, Tianfu group is the affiliated legal person of the company, and this transaction constitutes a connected transaction.
The above transaction matters have been deliberated and adopted at the 12th meeting of the 7th board of directors on January 21, 2022, with 9 votes, including 7 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes. The related directors, Mr. Liu Wei and Mr. Wang Runsheng, have avoided voting. The independent directors of the company have carefully reviewed the related transaction matters in advance and agreed to submit them to the board of directors for deliberation, And expressed an independent opinion.
In the past 12 months, there was no transaction between the company and Tianfu group on the acquisition of related party assets of more than 30 million yuan, which accounted for more than 5% of the absolute value of the company's latest audited net assets. This transaction does not need to be submitted to the general meeting of shareholders for deliberation.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to related parties
1. Relationship with the company
Tianfu group and its wholly-owned subsidiary Shihezi Tianxin Investment Development Co., Ltd. jointly hold 41.11% of the equity of the company, so Tianfu group is the controlling shareholder of the company. Its actual controller is the state owned assets supervision and Administration Commission of the eighth division of Xinjiang production and Construction Corps, and Tianfu group constitutes the affiliated legal person of the company.
2. Basic information of related parties
Name of related party: Xinjiang Tianfu Group Co., Ltd
Nature of enterprise: limited liability company (state-owned holding)
Registered address: No. 2, Beiyi East Road, community 52, Shihezi, Xinjiang
Legal representative: Liu Wei
Registered capital: 1741378100 yuan
Business scope: engaging in investment activities with its own funds; Asset management services invested by self owned funds; Operation of power and energy assets; Enterprise management consulting services; Business information consulting services (except financial information); Information technology consulting services; House leasing; Human resources services (excluding professional intermediary activities and labor dispatch services); Business training (excluding education training, vocational skill training and other training requiring permission); Industrial equipment maintenance, technical services, technology transfer, equipment maintenance and equipment leasing; Energy saving technology promotion services; Metal surface treatment and heat treatment processing (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
3. Main financial data of Tianfu group
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 4501167.69 4841443.40
Total liabilities 3374500.22 3630439.61
Total owner's equity 1126667.47 1211003.79
Project 2020 January September 2021
Operating income 2491875.24 1891060.28
Net profit 15727.15 11721.06
Data source: audit report of Tianfu group in 2020 and financial statements of the third quarter of 2021 (Unaudited) audit unit: zhongxinghua Certified Public Accountants (special general partnership)
3、 Basic information of related party transactions
1. Transaction object: transformation project of special transformer and low-voltage lighting for users in the eighth division regiment yard in 2020 Physical assets involved in the remote centralized reading transformation project of low-voltage users in each regiment and town of the eighth division (specifically including relevant assets involved in equipment installation projects such as 121 regiment, 134 regiment, 136 regiment of the eighth division, special transformer and low-voltage lighting project for users in Hongshan Town, remote centralized reading transformation of low-voltage users, etc.).
2. Ownership status: the subject matter of the transaction is legally owned by Tianfu group, the ownership is clear, there is no mortgage, pledge or any other restriction on transfer, does not involve litigation, arbitration matters or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.
3. Pricing of related party transactions: Beijing Guorong Xinghua Asset Appraisal Co., Ltd., which is qualified to engage in Securities and futures related business appraisal, has appraised the assets involved in this transaction and issued the asset appraisal report. The appraisal price including tax is 88.3948 million yuan, and the benchmark date of appraisal is December 31, 2021. The appraised assets are all completed and put into use in 2021. The historical data of asset construction are complete and clear, and the market price information related to each asset is timely and effective, which fully meets the conditions for appraisal by cost method. Taking December 31, 2021 as the appraisal base date and using the cost method, the book value of the above assets is RMB 87.7535 million in total, and the appraisal price including tax is RMB 88.3948 million. After negotiation, both parties purchase the above assets with the appraisal value including tax, and the transaction price is RMB 88.3948 million. See the following table for details:
Summary of assets appraisal results
Property right holder: Xinjiang Tianfu Group Co., Ltd. unit: 10000 yuan
Increase / decrease rate of project book value evaluation value%
Non current assets 8775.35 8839.48 64.13 0.73
Including: fixed assets 8775.35 8839.48 64.13 0.73
Total assets 8775.35 8839.48 64.13 0.73
4、 Main contents and performance arrangements of the asset transaction contract to be signed
After friendly negotiation, Tianfu nongdian intends to sign the asset transaction contract with Tianfu group. The main contents of the contract are as follows:
1. Contract subject
Transferor: Xinjiang Tianfu Group Co., Ltd
Transferee: Shihezi Tianfu Rural Power Co., Ltd
2. Subject matter of transfer
In 2020, the physical assets involved in the transformation project of special transformer and low-voltage lighting for users in the eighth division and the transformation project of remote centralized reading for low-voltage users in each regiment and town of the eighth division.
3. Transfer price: the appraisal price including tax of the assets is 88.3948 million yuan.
4. Payment method and terms
Within 10 working days after the contract takes effect, the transfer price shall be remitted in cash to the settlement account designated by the transferor.
5. Preconditions for transaction effectiveness
The transferor has the legal and effective right to dispose of the transferred object; The transferor has legally and effectively obtained all approval procedures required for signing this contract, including but not limited to authorization, approval and internal decision-making of the company, and the preconditions and prerequisites for the establishment of this contract have been met. 6. Delivery of transfer object
Both parties agree that both parties shall handle the asset transfer management procedures within five days from the effective date of this contract.
7. Dispute resolution
Any dispute arising from the performance of this contract shall be settled by both parties through negotiation. If the negotiation fails, a lawsuit shall be brought to the people's court with jurisdiction in the place where the contract is signed according to law.
5、 Purpose of this transaction and its impact on the company
In 2020, the construction of the special transformer and low-voltage lighting transformation project for the users of the eighth division regiment yard and the remote centralized reading transformation project for the low-voltage users in the towns and townships of the eighth division regiment yard mainly involves the transformation of the original manual reading power meters into intelligent remote transmission meters for some industrial enterprise users and resident users of the regiment yard, in order to reduce the cost of manual reading, Improve the accuracy and efficiency of power supply settlement. Since the operation and power supply services of tuanfang power grid under the jurisdiction of the eighth division are under the business scope of Tianfu rural power, the acquisition of the project assets by Tianfu rural power can accelerate the equalization of urban and rural power supply services, improve the power supply capacity and reliability of rural power grid, help to ensure the normal operation of tuanfang power grid under the jurisdiction of the eighth division, and comply with the development strategy of the company and the interests of all shareholders. 6、 Review procedures to be performed for this connected transaction
On January 21, 2022, the 12th meeting of the seventh board of directors of the company deliberated and approved the connected transaction with 7 votes in favor, 0 votes against and 0 abstention. The connected directors, Mr. Liu Wei and Mr. Wang Runsheng, acted as
