Stock code: 000767 Securities abbreviation: Jinkong Power Announcement number: 2021 Pro - 037
The Company and all members of the Board of Directors warrant that the contents of the announcement are true, accurate and complete and that there are no misrepresentations, misleading statements or material omissions.
1. The convening of the board of directors meeting
The 31st Meeting of the 9th Board of Directors of Jinneng Holdings Shanxi Electric Power Co., Ltd. (hereinafter referred to as "the Company" or the "Company") was held by correspondence vote on June 10, 2021. Notice of the meeting was notified to all Directors by telephone and email on 3 June. The meeting shall be attended by 9 directors who shall participate in the voting and 9 directors who shall actually participate in the voting. The meeting complies with the provisions of the Company Law and the Articles of Association of the Company, and the meeting deliberates and forms the following resolutions.
2. Deliberations of the board of directors meeting
1. The meeting passed the "Proposal on Providing Entrusted Loans for Subsidiaries" by 9 votes in favor, 0 votes against and 0 abstentions. (For details, please refer to the Announcement on Providing Entrusted Loans to Subsidiaries disclosed by the Company on the same day)
2. The meeting passed the "Proposal on subsidiaries to carry out financial leasing business and provide guarantees for them" by 9 votes in favor, 0 votes against and 0 abstentions. (For details, please refer to the "Announcement on Subsidiaries' Subsidiaries Carrying Out Financial Leasing Business and Providing Guarantees for Them" disclosed by the Company on the same day)
3. The meeting passed the "Proposal on Providing Guarantees for the Financing of Subsidiaries" by 9 votes in favor, 0 votes against and 0 abstentions. (For details, please refer to the Announcement on Providing Guarantees for the Financing of Subsidiaries disclosed by the Company on the same day)
4. The meeting passed the "Proposal on Providing a Counter-Guarantee for the Guarantee of Jinneng Holding Coal Industry Group Co., Ltd. to shanghai Financial Leasing Company" by 6 votes in favor, 0 votes against and 0 abstentions. (For details, please refer to the Announcement on Providing Counter-Guarantee for the Guarantee of Jinneng Holding Coal Industry Group Co., Ltd. to Shanghai Financial Leasing Company disclosed by the Company on the same day)
5. The meeting passed the "Proposal on Providing Related Party Guarantees for Shanghai Financial Leasing Companies" by 6 votes in favor, 0 votes against and 0 abstentions. (For details, please refer to the Announcement on Providing Related Party Guarantees for Shanghai Financial Leasing Companies disclosed by the Company on the same day)
6. The meeting passed the "Proposal on the Proposed Acquisition of 100% Equity of Tianqiao Hydropower" by 6 votes in favor, 0 votes against and 0 abstentions. (This proposal does not meet the criteria for matters that should be specifically disclosed)
The board of directors agreed that the company intends to acquire 100% of the equity of Shanxi Tianqiao Hydropower Co., Ltd. in cash, and to perform the deliberation procedures of the board of directors and the shareholders' meeting again after the approval of the relevant competent units and the final determination of the acquisition amount.
7. The meeting passed the "Proposal on Convening the Sixth Extraordinary General Meeting of Shareholders in 2021" by 9 votes in favor, 0 votes against and 0 abstentions.
The Board of Directors proposes to convene the Company's Sixth Extraordinary General Meeting of Shareholders in 2021 on Wednesday, June 30, 2021, by a combination of on-site voting and online voting.
deliberation:
1. Proposal on the provision of entrusted loans to subsidiaries.
2. Proposal on the establishment of financial leasing business by subsidiaries and the provision of guarantees for them.
3. Proposal on the provision of guarantees for the financing of subsidiaries.
4. Proposal on providing a counter-guarantee for Jinneng Holding Coal Industry Group Co., Ltd. to guarantee Shanghai Financial Leasing Company.
5. Proposal on the Provision of Related Party Guarantees for Shanghai Financial Leasing Company.
For details, please refer to the "Notice on Convening the Sixth Extraordinary General Meeting of Shareholders in 2021" disclosed by the Company on the same day on the Juchao Information Network.
This is hereby announced.
Jinneng Holdings Shanxi Electric Power Co., Ltd. Board of Directors
June 10, 2??
Stock code: 000767 Stock abbreviation: Jinkong Power Announcement number: 2021 Pro- 038
Jinneng Holdings Shanxi Electric Power Co., Ltd. about
Announcement of entrusted loans to subsidiaries
The Company and all members of the Board of Directors warrant that the contents of the announcement are true, accurate and complete and that there are no misrepresentations, misleading statements or material omissions.
In order to ensure the capital needs of its subsidiaries such as production and operation and avoid liquidity risks, the company intends to provide entrusted loans to its subsidiaries through commercial banks, as follows:
1. Overview of entrusted loans
(1) The basic situation of entrusted loans
1. Provide entrusted loans to Shaanxi Xiongfeng New Energy Co., Ltd.
Shaanxi Xiongfeng New Energy Co., Ltd. (hereinafter referred to as Xiongfeng Company) is a wholly-owned subsidiary of the Company, in order to ensure the normal operation and smooth cash flow of Shaanxi Xiongfeng New Energy Co., Ltd., the Company intends to provide an entrusted loan of RMB 53 million to Xiongfeng Company through financial institutions, with a term of one year and the entrusted loan interest rate is not lower than the benchmark interest rate.
2. Provide entrusted loans to Jinkong Electric Power Shanxi Wangping Thermal Power Co., Ltd.
Jinkong Power Shanxi Wangping Thermal Co., Ltd. (hereinafter referred to as: Wangping Thermal Power Company) is a wholly-owned subsidiary of the company, in order to solve the short-term capital needs of the photovoltaic project of Wangping Thermal Company and ensure the normal operation of production, the company intends to provide an entrusted loan of RMB 21 million to Wangping Thermal Company through a commercial bank, with a term of one year and the entrusted loan interest rate is not lower than the benchmark interest rate.
3. Provide entrusted loans to Jinkong Power Shanxi Guodian Wangping Power Generation Co., Ltd.
Jinkong Power Shanxi Guodian Wangping Power Generation Co., Ltd. (hereinafter referred to as: Wangping Power Generation Company) is a holding subsidiary of the company, in order to solve the short-term capital needs of Wangping Power Generation Company and ensure the normal operation of the unit, the company intends to provide an entrusted loan of RMB 227.17 million to Wangping Power Generation Company through commercial banks, with a term of one year, and the entrusted loan interest rate is not lower than the benchmark interest rate.
4. Provide entrusted loan to Shanxi Zhangdian Puzhou Thermal Power Co., Ltd.
Shanxi Zhangdian Puzhou Thermal Power Co., Ltd. (hereinafter referred to as "Puzhou Thermal Power Company") is a holding subsidiary of the company, in order to solve the short-term capital needs of Puzhou Thermal Power Company, to ensure the normal operation of the enterprise and the smooth continuation of repayment funds, the company intends to provide Puzhou Thermal Power Company with an entrusted loan of RMB 32.33 million through commercial banks, with a term of 1 year and an interest rate of not less than the company's financing interest rate in the current month.
5. Provide entrusted loans to Jinkong Power Shanxi Changzhi Power Generation Co., Ltd.
Jinkong Power Shanxi Changzhi Power Generation Co., Ltd. (hereinafter referred to as Changzhi Power Generation Company) is a wholly-owned subsidiary of the Company, in order to solve its short-term capital needs, the Company intends to receive RMB 605 million to Changzhi Power Generation Company through commercial banks, and at the same time provide an additional entrusted loan of RMB 70 million, with a term of 1 year, and the entrusted loan interest rate is not lower than the company's financing interest rate.
The above-mentioned entrusted loans are not related party transactions.
(2) Internal decision-making procedures
The above-mentioned entrusted loan matters have been deliberated and approved by the 31st board of directors of the ninth session of the company by 9 votes in favor, 0 votes against and 0 abstentions.
2. The basic situation of the entrusted loan recipients
(1) Basic information
1. Company Name: Shaanxi Xiongfeng New Energy Co., Ltd
Legal representative: Liang Yuning
Registered capital: 50 million yuan
Business scope: electricity sales; power technical advice, service and comprehensive utilization; project preparation; electricity, heat production and operation (according to the law must be approved by the project, after the approval of the relevant departments can carry out business activities)
Registered address: Xigaoquan Village, Brick Well Town, Dingbian County, Yulin City, Shaanxi Province
2. Company Name: Jinkong Electric Power Shanxi Wangping Heat Co., Ltd
Legal representative: Li Zhenjiang
Registered capital: 172 million yuan
Business scope: investment, management, operation and maintenance of central heating projects; development and comprehensive utilization of electric heating for solar energy, wind energy and shale gas; maintenance of power generation and thermal equipment; electricity sales business and sales of heat products (with this business license, go to the relevant approval departments and industry authorities to handle relevant approval documents or permits) (projects that require approval according to law can only carry out business activities after approval by the relevant departments)***
Registered address: Wangping Village, Xinjiayuan Town, Huairen City, Shuozhou (Office Building of Jinkong Electric Power Shanxi Guodian Wangping Power Generation Co., Ltd.)
3. Company Name: Jinkong Power Shanxi Guodian Wangping Power Generation Co., Ltd
Legal representative: Kang Cheng
Registered capital: 391.6194 million yuan
Registered address: Wangping Village, Xinjiayuan Town, Huairen City
Shareholding structure: Jinneng Holdings Shanxi Electric Power Co., Ltd. 60%
Guodian Electric Power Development Co., Ltd. 40%
4. Company Name: Shanxi Zhangdian Puzhou Thermal Power Co., Ltd
Legal representative: Yao Zhongtai
Registered capital: RMB 564 million
Business scope: power, heat production and sales; general equipment, coal sales; fly ash development, utilization; power technical services; power facilities: contracting power engineering and equipment maintenance, installation, commissioning; waste materials recycling and sales
Registered address: No. 20 Zhongshan East Street, Yongji City, Shanxi Province
Shareholding structure: Jinneng Holdings Shanxi Electric Power Co., Ltd. 65%
Shaanxi Shaanxi Coal Chenghe Mining Co., Ltd. 35%
5. Company Name: Jinkong Power Shanxi Changzhi Power Generation Co., Ltd
Registered capital: 1.751 billion yuan
Business scope: power commodities, heat commodities production and sales; power production related fuels, materials, power high-tech, power materials development and sales; power generation equipment maintenance; power engineering installation, design, construction (except civil engineering); industrial and mining mechanical and electrical products processing, repair; indoor and outdoor decoration; heating equipment maintenance; equipment cleaning; power information consulting and technical services; power system equipment and related engineering design, commissioning, testing and related technology development, technical advice, technical services. (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments)
Registered address: No. 13, Changbei Synthetic West Road, Luzhou District, Changzhi City
(2) The financial situation and operation of the latest period
(Unit: 10,000 yuan)
The above data is unaudited.
The above-mentioned company is not a judgment defaulter.
Third, the purpose of the transaction and the impact on the company
The company provided entrusted loans to its wholly-owned subsidiaries through commercial banks, mainly to ensure its normal production and operation, avoid the risk of default, alleviate the pressure of liquidity, and broaden financing channels. The entrusted loan business will not have a significant impact on the company's production and operation, and will not harm the interests of the company and shareholders.
4. The amount of entrusted loans and the amount overdue
As of the date of this announcement, the company has provided a total of 5.495 billion yuan of entrusted loans, of which 5.395 billion yuan is entrusted loans provided by the company to subsidiaries through commercial banks and group finance companies. In recent years, there have been no overdue cases in the borrowing unit.
Stock code: 000767 Stock abbreviation: Jinkong Power Announcement number: 2021 Pro - 039
Jinneng Holdings Shanxi Electric Power Co., Ltd
Regarding the financial leasing business carried out by its subsidiaries
and an announcement of guarantees
1. Transaction Overview
(1) Jinkong Power Shanxi Changzhi Power Generation Co., Ltd. (hereinafter referred to as "Changzhi Power Generation Company"), a wholly-owned subsidiary of the Company, intends to apply to State Grid International Financial Leasing Co., Ltd. (hereinafter referred to as "State Grid Leasing Company") for sale-leaseback financial leasing business, and sign a "Financial Lease Contract" with it, and raise equipment such as high-voltage heaters, water supply pump steam turbines and other equipment of Changzhi Power Generation Company to state grid leasing company for a period of not more than 8 years.
(2) Shanxi Zhangdian Puzhou Thermal Power Co., Ltd. (hereinafter referred to as "Puzhou Thermal Power Company"), a holding subsidiary of the Company, intends to carry out financial leasing sale and leaseback business with Huadian Financial Leasing Co., Ltd. in order to solve its short-term capital needs, with a financing amount of RMB 200 million, a financing period of 3 years, an annual financing interest rate of 4.65%, and an annual financing handling fee rate of 0.833%. The financing scheme requires a full guarantee from the company.
The Company intends to provide a guarantee for the above business.
The above matters have been deliberated and approved by the 31st board of directors of the ninth session of the company by 9 votes in favor, 0 votes against and 0 abstentions, and still need to be considered by the shareholders' general meeting. After the deliberation and approval of the shareholders' general meeting, the company is authorized to sign the relevant agreement documents and handle the relevant procedures.
Second, the introduction of the counterparty
(1) Name: State Grid International Financial Leasing Co., Ltd
Legal representative: Li Guoliang
Registered address: 508-10, No. 288, Haitie 3rd Road, Tianjin Pilot Free Trade Zone (East Xinjiang Bonded Port Area).
Business scope: all kinds of advanced or applicable production equipment, communication equipment, scientific research equipment, inspection and testing equipment, construction machinery, transportation tools (including aircraft, automobiles, ships) and other machinery and equipment and their ancillary technology direct leasing, sub-leasing, leaseback, leverage leasing, entrusted leasing, joint leasing and other forms of local and foreign currency financial leasing business; own public facilities, housing, bridges, tunnels and other real estate and infrastructure leasing; according to the choice of the lessee, Purchase of goods and ancillary technology required for leasing business from home and abroad, salvage value sale and processing of leased goods, consulting business of leasing transactions, concurrent business factoring business related to the main business, investment management, financial consulting, corporate management consulting, and hotel management. (It is not allowed to invest in areas where foreign investment is prohibited in the Negative List for Foreign Investment Access) (projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments) (Except for projects that require approval according to law, business activities can be carried out independently in accordance with the law with a business license)
Registered capital: 11,076 million yuan
(2) Name: Huadian Financial Leasing Co., Ltd
Legal representative: Yin Hongjun
Registered address: Building 6,2,5-312-03, Minghai Center, No. 416 Hulunbuir Road, Tianjin Pilot Free Trade Zone (East Xinjiang Bonded Port Area).
Main business scope: financial leasing business; leasing business; purchase of leased property from home and abroad; residual value treatment and maintenance of leased property; leasing transaction consulting and guarantee; and factoring business related to the main business. (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments)
Registered capital: 4,000,000 rmb
3. The basic situation of the secured party
(1) Name: Jinkong Power Shanxi Changzhi Power Generation Co., Ltd
(2) Name: Shanxi Zhangdian Puzhou Thermal Power Co., Ltd
The main financial data of the guaranteed company
As of March 31, 2021, the main financial data of the guaranteed company are as follows:
None of the above-mentioned companies are judgment defaulters.
Fourth, the basic situation of the transaction target
(1) The subject matter of the transaction of Changzhi Power Generation Company is the high-pressure heater, feedwater pump steam turbine and other equipment owned by the company.
After the State Grid Leasing Company purchased the equipment such as high-pressure heaters and water supply pump steam turbines, it will be leased to Changzhi Power Generation Company in the form of financial leasing for continued use, and Changzhi Power Generation Company will obtain RMB 500 million by using the above assets to raise funds.
Leasehold property value and schedule
Unit: 10,000 yuan
(2) The subject matter of the transaction of Puzhou Thermal Power Company shall be the power generation equipment and ancillary facilities owned by the Company.
After the purchase of the power generation equipment and ancillary facilities by Huadian Financial Leasing Co., Ltd., it will be leased to Shanxi Zhangdian Puzhou Thermal Power Co., Ltd. in the form of a financial lease for continued use, and Shanxi Zhangdian Puzhou Thermal Power Co., Ltd. will use the above assets to raise RMB200 million.
5. The main content of the transaction contract
(1) The amount of the financial lease of Changzhi Power Generation Company is RMB 500 million, and the main terms are as follows:
1. Leased property: high-pressure heater, feed water pump steam turbine and other equipment;
2. Financing amount: not more than 500 million yuan (according to the contract amount);
3. Leasing method: Adopt the sale and leaseback financial leasing method, that is, the State Grid Leasing Company purchases the leased equipment, and signs the financial lease contract at the same time, and during the lease contract period, the Changzhi Power Generation Company pays the rent to the State Grid Leasing Company in installments in accordance with the contract;
4. Lease term: not more than 8 years;
5. Handling fee and rent payment method: the lease interest rate shall not exceed 4.65%, and the equal principal and interest shall be paid after half a year. Rental service rate of 0.4125% / year (3.3% for 8 years), a one-time charge before the start of the lease;
6. Ownership of leased equipment: During the lease period, the ownership of the equipment belongs to the State Grid Leasing Company; from the date of completion of the lease contract, the company pays the payment according to the nominal price of 1000.00 yuan (one thousand yuan), and the ownership of the leased equipment belongs to Changzhi Power Generation Company;
7. Lease guarantee: Jinneng Holdings Shanxi Electric Power Co., Ltd. provides joint and several liability guarantee guarantee.
(2) The main terms of the transaction contract between Puzhou Thermal Power Company and Huadian Financial Leasing Co., Ltd. are as follows:
1. Leased property: direct air cooling system, electric bag dust collector and other equipment;
2. Financing amount: not more than 200 million yuan (according to the contract amount);
3. Leasing method: Adopt the sale and leaseback financial leasing method, that is, Huadian Financial Leasing Co., Ltd. purchases the leased equipment, and signs a financial lease contract at the same time, and during the lease contract period, Shanxi Zhangdian Puzhou Thermal Power Co., Ltd. pays rent to Huadian Financial Leasing Co., Ltd. in installments in accordance with the contract;
4. Lease term: not more than 3 years;
5. Handling fee and rent payment method: the lease interest rate shall not exceed 4.65%, and the equivalent principal shall be paid after half a year. Rental service rate of 0.8333% / year (2.5% for 3 years), a one-time charge before the start of the lease;
6. Ownership of leased equipment: During the lease period, the ownership of the equipment belongs to Huadian Financial Leasing Co., Ltd.; since the date of completion of the lease contract, after the company pays the payment according to the nominal price of 1.00 yuan (one yuan), the ownership of the leased equipment belongs to Shanxi Zhangdian Puzhou Thermal Power Co., Ltd.;
6. The main content of the guarantee contract
(1) The main contents of the guarantee contract of Changzhi Power Generation Company:
1. Creditor: State Grid International Financial Leasing Co., Ltd.;
2. Debtor: Jinkong Electric Power Shanxi Changzhi Power Generation Co., Ltd.;
3. Guarantor: Jinneng Holdings Shanxi Electric Power Co., Ltd.;
4. Guarantee method: joint and several liability guarantee;
5. Scope of Guarantee: All rent, liquidated damages, damages, expenses paid by the lessor to the lessor under the main contract, various expenses paid by the lessor to realize the claim (including but not limited to litigation costs, arbitration fees, lawyer fees, travel expenses, auction, evaluation and other expenses when the leased property under the main contract is retrieved) and all other amounts payable by the lessee. In the event of a change in interest rates agreed upon under the main contract, the corresponding adjustments as a result of that change shall also be included;
6. Guarantee period: 3 years from the date of expiration of the performance period of the main debt.
(2) The main clauses of the guarantee contract between Puzhou Thermal Power Company and Huadian Financial Leasing Co., Ltd. are as follows:
1. Creditor: Huadian Financial Leasing Co., Ltd.;
2. Debtor: Shanxi Zhangdian Puzhou Thermal Power Co., Ltd.;
4. Guarantee method: provide full guarantee, and the second shareholder, Shaanxi Shaanxi Coal Chenghe Mining Co., Ltd., provides a counter-guarantee according to the proportion of shareholding;
5. Scope of guarantee: principal, interest, compound interest, penalty interest, liquidated damages, damages, exchange rate loss (related losses caused by exchange rate changes) and costs of realizing the claim (including but not limited to litigation costs, lawyers' fees, etc.);
6. Guarantee period: from the effective date of the guarantee contract to three years after the expiration of the main contract performance period.
7. Opinions of the Board of Directors
1. The company provided financing guarantees for Changzhi Power Generation and Puzhou Thermal Power this time, mainly to meet the capital needs of its normal business development.
2. The Board of Directors believes that the credit status of the above-mentioned guaranteed enterprise is good, the above guarantee complies with the provisions of the Articles of Association and the External Guarantee Management System, and the company's guarantee for it will not harm the interests of the company.
3. During the guarantee period, Changzhi Power Generation and Puzhou Thermal Power provide counter-guarantees for the company with their future earnings. Shaanxi Shaanxi Coal Chenghe Mining Co., Ltd., the second shareholder of Puzhou Thermal Power, provides a counter-guarantee in proportion to the shareholding.
4. Estimation of the future income and repayment ability of Changzhi Power Generation Company: The annual income is expected to be 2.822 billion yuan, of which the income from electricity sales funds is 2.761 billion yuan, the heating income is 0.61 billion yuan, the depreciation expense is 376 million yuan, the profit is 296 million yuan, and the operating cash flow is 672 million yuan. It plans to raise 500 million yuan and has the ability to repay.
The future income and repayment ability of Puzhou Thermal Power Company are estimated: the balance of funds at the beginning of the period is 162 million yuan, and the total income is expected to be 1.011 billion yuan, of which the income from electricity sales funds is 918 million yuan and other income is 0.93 billion yuan. It is planned to raise 500 million yuan, with a total capital income of 1.511 billion yuan, and the balance of funds at the end of 2021 is expected to be 0.5 billion yuan, with sustainable and stable cash flow and the ability to repay.
During the Guarantee Period, the Board of Directors considers that the above-mentioned companies are capable of providing counter-guarantees for the Company with their future earnings.
8. The cumulative number of guarantees and the number of overdue guarantees
As of the date of this announcement, the company's actual external guarantee balance is RMB15,717,849,300, of which the total balance of guarantees for enterprises outside the scope of the merger is RMB2,212,205,700, accounting for 25.65% of the company's latest unaudited net assets, no overdue guarantees, guarantees involving litigation, losses due to the judgment of the guarantee.
9. Documents for reference
1. Resolution of the 31st Board of Directors of the Ninth Session;
2. Financial lease contract.
3. Guarantee Agreement.
Stock code: 000767 Securities abbreviation: Jinkong Power Announcement number: 2021 Pro - 040
Announcement of the provision of guarantees for the financing of subsidiaries
1. Overview of the guarantee situation
Shanxi Zhangdian Puzhou Thermal Power Co., Ltd. (hereinafter referred to as "Puzhou Thermal Power Company") is a holding subsidiary of the company, in order to solve the short-term capital needs of Puzhou Thermal Power Company, Puzhou Thermal Power Company intends to apply for a working capital loan from Shanxi Yongji Rural Commercial Bank Co., Ltd. this time, the loan amount is RMB 60 million, the term is 1 year, and the interest rate does not exceed 6%. The financing plan requires a guarantee from the company.
The above matters have been deliberated and approved by the 31st board of directors of the ninth session of the company by 9 votes in favor, 0 votes against and 0 abstentions, and still need to be submitted to the general meeting of shareholders for consideration. After the deliberation and approval of the shareholders' general meeting, the company is authorized to sign the relevant agreement documents and handle the relevant procedures.
2. The basic situation of the guaranteed company
Name: Shanxi Zhangdian Puzhou Thermal Power Co., Ltd
Legal representative: Yao Zhongtai;
Registered address: No. 20 Zhongshan East Street, Yongji City, Shanxi Province;
Business scope: power, heat production and sales; general equipment, coal sales; fly ash development, utilization; power technical services; power facilities: contracting power engineering and equipment maintenance, installation, commissioning; waste materials recycling and sales.
Registered capital: RMB 564 million.
As of March 31, 2021, the main financial data of the guaranteed company are as follows:
The above companies are not judgment defaulters.
3. The main content of the security agreement
1. Creditor: Shanxi Yongji Rural Commercial Bank Co., Ltd.;
6. Guarantee amount: 60 million yuan;
7. Warranty Period: From the effective date of the guarantee contract to one year after the expiration date of the main contract performance period.
4. Opinions of the Board of Directors
1. The company provided financing guarantees for Puzhou Thermal Power Company this time, mainly to meet the capital needs of its normal business development.
2. The board of directors believes that the credit status of the above-mentioned companies is good, the above guarantees comply with the provisions of the Articles of Association and the External Guarantee Management System, and the company's guarantee for them will not harm the interests of the company.
3. During the guarantee period, Puzhou Thermal Power Company provides a counter-guarantee for the company with its right to future earnings. Shaanxi Shaanxi Coal Chenghe Mining Co., Ltd., the second shareholder of Puzhou Thermal Power, provides a counter-guarantee in proportion to the shareholding.
4. Calculation of future income and repayment ability of Puzhou Thermal Power Company: The opening fund balance of 2021 is 162 million yuan, and the total income is expected to be 1.011 billion yuan, of which the income from electricity sales funds is 918 million yuan and other income is 0.93 billion yuan. It is planned to raise 500 million yuan, with a total capital income of 1.511 billion yuan, and the balance of funds at the end of 2021 is expected to be 0.5 billion yuan, with sustainable and stable cash flow and the ability to repay. During the Guarantee Period, the Board of Directors considers that the above-mentioned companies are capable of providing counter-guarantees for the Company with their future earnings.
5. The cumulative number of guarantees and the number of overdue guarantees
6. Documents for reference
2. Security Agreement.
Stock code: 000767 Securities abbreviation: Jinkong Power Announcement number: 2021 Pro- 041
About Jinneng Holdings Coal Industry Group Limited
Announcement of the shanghai financial leasing company guaranteeing the provision of a counter-guarantee
Tongmei Zhangze (Shanghai) Financial Leasing Co., Ltd. (hereinafter referred to as "Shanghai Financial Leasing Company") is a shareholding subsidiary of the Company, of which: Datong Coal Mining Group (Hong Kong) Financial Leasing Co., Ltd. holds 48% of the shares, the company holds 32% of the shares, and Jinneng Holdings Shanxi Coal Industry Co., Ltd. accounts for 20%.
In order to support the business development of Shanghai Financial Leasing Company, Jinneng Holding Coal Industry Group Co., Ltd. (hereinafter referred to as "Coal Industry Group") intends to add a new guarantee amount of 4 billion yuan for Shanghai Financial Leasing Company, and after the new guarantee amount, the total amount of guarantee will be 9 billion yuan, with a term of 5 years. The Company intends to provide a maximum counter-guarantee to the Coal Industry Group based on its shareholding ratio in Shanghai Financial Leasing Company, with the maximum amount of the guarantee amount not exceeding RMB2.88 billion. The guarantee is valid from the date when the proposal is deliberated and approved by the company's general meeting of shareholders to May 14, 2026.
According to the Rules Governing the Listing of Shares on the Shenzhen Stock Exchange, the transaction constitutes a related party transaction because Jinneng Holdings Coal Industry Group Co., Ltd. is the controlling shareholder of the Company.
The above-mentioned guarantee matters have been deliberated and approved by the 31st Board of Directors of the Ninth Session of the Company, and during the consideration of this proposal, Mr. Liu Wenyan, Mr. Shi Lijun and Mr. Chang Chun, directors with related relationships, recused themselves from voting. The proposal has yet to be submitted to the General Meeting of Shareholders for consideration, at which time the related parties who have an interest in the counter-guarantee will waive the exercise of their voting rights in the Proposal at the General Meeting of Shareholders.
Name: Jinneng Holdings Coal Industry Group Co., Ltd
Address: Xinpingwang, Mining District, Datong City, Shanxi Province
Legal representative: Wang Cunquan
Registered capital: RMB 17,034,641,600
Nature of enterprise: Limited liability company (state-controlled)
Main business scope: Mineral resources mining: coal mining; coal processing; machinery manufacturing; engineering construction; industrial equipment (including boilers, elevators) installation, leasing, special equipment installation; pig iron smelting; building materials production; instrumentation manufacturing, maintenance; private network communications, basic telecommunications, value-added telecommunications services, Internet information services; drinking water supply and industrial water production and sales; coal mine engineering design and technical consulting; afforestation, forest planting; landscaping engineering; real estate development; food management, accommodation services 3. Cultural and entertainment services; medical services; geological exploration, geological and hydrological survey; operating the export business of the enterprise's self-produced products and related technologies, operating the import business of raw and auxiliary materials, machinery and equipment, instruments and meters, spare parts and related technologies required for the production and scientific research of the enterprise, operating the import processing and "three to one supplement" business of the enterprise; (In the above business scope, according to the license and special license, and the certificate is directly issued to the branch of the company, it is limited to the corresponding licensed units, and other units are not allowed to operate) Coal resources production and operation management (only branch operations); property services; sewage treatment; heating equipment installation, maintenance services; coal washing and processing; mine rescue services and professional training; instrumentation testing services; housing, mechanical and electrical equipment, construction machinery and equipment leasing; health care services (branch operations only); asset management; maintenance of self-owned railways; conference, exhibition services. (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments)
Shareholding structure of coal industry group: Jinneng Holding Group Co., Ltd. accounted for 65.17%, China Cinda Asset Management Co., Ltd. accounted for 30.12%, Shanxi Coal Transportation and Marketing Group Co., Ltd. accounted for 2.06%, Shuozhou Mining Company accounted for 1.19%, Datong Economic Development Investment Co., Ltd. accounted for 0.89%, Shuozhou Sasac commission accounted for 0.42%, Xinzhou SASAC accounted for 0.15%.
The secured party is not a judgment defaulter.
The guaranteed party, Jinneng Holdings Coal Industry Group Co., Ltd., holds 29.43% of the company's shares and is the controlling shareholder of the company.
Third, the basic situation of Shanghai Financial Leasing Company
Name: Tongmei Zhangze (Shanghai) Financial Leasing Co., Ltd
Address: Room 333, 3rd Floor, Part 4, Building 1, No. 2001 Yanggao North Road, China (Shanghai) Pilot Free Trade Zone
Legal representative: Wang Yanming
Registered capital: 1,250,000,000 RMB
Nature of enterprise: Limited liability company (joint venture between Taiwan, Hong Kong, Macao and China)
Main business scope: financial leasing business; leasing business; purchase of leased property from home and abroad; salvage value treatment and maintenance of leased property; leasing transaction consulting and guarantee; engaged in commercial factoring business related to the main business. 【Projects that require approval according to law can only carry out business activities after approval by relevant departments】
As of March 31, 2021, Shanghai Financial Leasing Company had audited total assets of RMB7,844.58 million, net assets of RMB1,535.91 million, operating income of RMB106.46 million and net profit of RMB22.01 million.
Shareholding structure of Shanghai Financial Leasing Company: Datong Coal Mining Group (Hong Kong) Financial Leasing Co., Ltd. holds 48% of the shares, Jinneng Holdings Shanxi Coal Industry Co., Ltd. holds 20% of the shares, and the company holds 32% of the shares.
4. The main content of the counter-guarantee agreement
Counter-guarantee: Joint and several liability guarantee.
Counter-Warranty Period: The warranty period for which the warranty liability is assumed is two years.
Amount of counter-guarantee: The maximum amount of guarantee shall not exceed RMB2.88 billion.
The specific counter-guarantee agreement will be signed by the company in accordance with the specific arrangements for the financing business of Shanghai Financial Leasing Company.
5. Opinions of the Board of Directors
The Board of Directors believes that the counter-guarantee is mainly for the company to support the business development of Shanghai Financial Leasing Company, meet the capital needs of its business development, and conform to the company's long-term strategic interests. The Company's provision of a counter-guarantee to the Coal Industry Group to balance the risks borne by both parties is a fair business practice. The anti-guarantee risk is within the controllable range, and there is no harm to the interests of the company and the majority of investors. The Company agreed to provide a counter-guarantee to the Coal Industry Group.
6. Opinions of independent directors
The independent directors of the company approved the above-mentioned related party guarantee in advance and issued an independent opinion that: 1. The related party guarantee followed the principle of fairness and fairness, conformed to the interests of the company and the company's shareholders, and did not harm the interests of minority shareholders; 2. The guarantee was conducive to reducing and reducing the financing pressure and capital cost of Shanghai Financial Leasing Company, and was conducive to promoting the operation and development of Shanghai Financial Leasing Company, which was in line with the company's long-term strategic interests, and there was no harm to the interests of the company and the company's non-affiliated shareholders; 3. When the Board of Directors of the Company deliberated on the relevant proposals, the Affiliated Directors recused themselves from voting, and the voting procedure complied with the relevant laws and regulations and the provisions of the Articles of Association of the Company; 4. Based on the above reasons and our independent judgment, we agreed to the "Proposal on Providing Counter-Guarantee for the Guarantee of Jinneng Holding Coal Industry Group Co., Ltd. to Shanghai Financial Leasing Company".
7. The cumulative number of guarantees and the number of overdue guarantees
8. Documents for reference
Resolution of the 31st Board of Directors of the Ninth Session of the Company
Stock code: 000767 Stock abbreviation: Jinkong Power Announcement number: 2021 Pro- 042
Announcement of the provision of related party guarantees to a Shanghai financial leasing company
In November 2015 and January 2017 respectively, the Company announced that it would provide a financing guarantee amount of RMB3 billion each to Shanghai Financial Leasing Company, totaling RMB6 billion, and as of April 30, 2021, the balance of the financing secured by Shanghai Financial Leasing Company was RMB916,512,657.35.
According to the business development and capital requirements, the Company intends to continue to provide the above guarantees to shanghai financial leasing company until the above financing is settled.
According to the Rules Governing the Listing of Shares on the Shenzhen Stock Exchange, the transaction constitutes a related party transaction as the Company and the Shanghai Financial Leasing Company are both subsidiaries controlled by Jinneng Holding Group.
The above-mentioned guarantee matters have been deliberated and approved by the 31st Board of Directors of the Ninth Session of the Company, and during the consideration of this proposal, Mr. Liu Wenyan, Mr. Shi Lijun and Mr. Chang Chun, directors with related relationships, recused themselves from voting. The proposal has yet to be submitted to the General Meeting of Shareholders for consideration, at which time the related persons with an interest in the guarantee will waive the exercise of their voting rights in the proposal at the General Meeting of Shareholders.
Shareholding structure of Shanghai Financial Leasing Company: Datong Coal Mining Group (Hong Kong) Financial Leasing Co., Ltd. holds 48% of the shares, Jinkong Coal Industry holds 20% of the shares, and the company holds 32% of the shares.
The guaranteed party is related because it belongs to a subsidiary of the same controller as the company.
3. The main content of the security agreement
Guarantee method: Joint and several liability guarantee.
Warranty Period: The warranty period for which the warranty liability is assumed is two years.
Guarantee amount: The maximum amount of guarantee shall not exceed RMB916,512,657.35.
The specific security agreement authorizes the company's management to sign it.
The Board of Directors believes that the guarantee is mainly for the company to support the business development of Shanghai Financial Leasing Company, meet the capital needs of its business development, and conform to the company's long-term strategic interests. The guarantee risk is within the controllable range, and there is no harm to the interests of the company and the majority of investors. The Company agreed to provide a guarantee for the Shanghai Financial Leasing Company.
5. Opinions of independent directors
The independent directors of the company approved the above-mentioned related party guarantee in advance and issued an independent opinion that: 1. The related party guarantee followed the principle of fairness and fairness, conformed to the interests of the company and the company's shareholders, and did not harm the interests of minority shareholders; 2. The guarantee was conducive to reducing and reducing the financing pressure and capital cost of Shanghai Financial Leasing Company, and was conducive to promoting the operation and development of Shanghai Financial Leasing Company, which was in line with the company's long-term strategic interests, and there was no harm to the interests of the company and the company's non-affiliated shareholders; 3. When the Board of Directors of the Company deliberates on the relevant proposals, the Affiliated Directors recuse themselves from voting, and the voting procedure complies with the relevant laws and regulations and the provisions of the Articles of Association of the Company; 4. Based on the above reasons and our independent judgment, we agree to the "Proposal on Providing Related Party Guarantees for Shanghai Financial Leasing Company".
6. The cumulative number of guarantees and the number of overdue guarantees
7. Documents for reference
Stock code: 000767 Stock abbreviation: Jinkong Power Announcement number: 2021 Pro-043
Notice of convocation of the Sixth Extraordinary General Meeting of Shareholders in 2021
1. The basic situation of convening a meeting
1. Session of the General Meeting of Shareholders: The Sixth Extraordinary General Meeting of Shareholders in 2021
2. Convener: Board of Directors of the Company
3. The convening of the shareholders' meeting was deliberated and approved by the 31st session of the ninth session of the board of directors of the company, and the convening procedure complied with the relevant provisions of the Company Law and the Articles of Association of the Company.
4. Date and time of the meeting:
The specific time for voting through the Shenzhen Stock Exchange trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on June 30, 2021, and the specific time for voting through the Internet voting system is any time between 09:15 and 15:00 on June 30, 2021.
5. Meeting and voting method: The shareholders' meeting adopts a combination of on-site voting and online voting. The company provides all shareholders with a voting platform in the form of a network through the Shenzhen Stock Exchange trading system and the Internet voting system (http://wltp.cninfo.com.cn), and the shareholders of the company can exercise voting rights through the above system during the online voting time. The shareholders of the company can only choose one of the on-site voting, the Shenzhen Stock Exchange trading system voting, and the Internet system voting. Where the same voting right is repeatedly voted through the on-site, trading system and Internet voting system, the first valid vote shall prevail.
6. Date of record of shares: June 25, 2021
7. Participants:
(1) All shareholders of the Company registered with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as of the close of business on the afternoon of June 25, 2021 (Friday). All shareholders of the Company mentioned above shall have the right to attend the General Meeting of Shareholders and may appoint a proxy in writing to attend and vote, and such representative of the shareholder does not have to be a shareholder of the Company.
(2) Directors, supervisors and senior management of the Company.
(3) Lawyers engaged by the Company.
8. Conference venue: Conference room 1517 on the 15th floor of the company
2. Matters to be considered at the Meeting
1. Proposal name
Proposal 1 concerns the provision of entrusted loans to subsidiaries
Proposal 2 concerns the proposal of its subsidiaries to carry out financial leasing business and provide guarantees for them
Proposal 3 on the provision of security for the financing of subsidiaries
Proposal 4 on the provision of a counter-guarantee for the guarantee of Jinneng Holding Coal Industry Group Co., Ltd. to the Shanghai Financial Leasing Company
Proposal 5 on the provision of related party guarantees for Shanghai Financial Leasing Company
2. Disclosure: The above proposal has been deliberated and approved by the 31st board of directors of the ninth session of the company, and the resolution announcement was published in China Securities News, Securities Daily, Securities Times, Shanghai Securities News and Juchao Information Network on June 11, 2021.
3. No special emphasis.
3. Proposal coding
4. Registration method of on-site meetings
2. Registration location: Capital Market and Equity Management Department, 14th Floor, No. 10, South One Road, Jinyang Street, Taiyuan City (Room 1406)
3. Registration method:
(1) Natural person shareholders holding their own IDENTITY cards, shareholder account cards, shareholding certificates, etc. to go through registration procedures;
(2) The legal person shareholder shall go through the registration formalities with a copy of the business license (with the official seal), the unit shareholding certificate, the legal person power of attorney and the original ID card of the attendee;
(3) The entrusted agent shall go through the registration formalities with the original ID card, the power of attorney, the securities account card of the principal and the shareholding certificate;
(4) Shareholders in different places may register by letter or fax with the above relevant documents.
Letter registration address: the company's capital market and equity management department, please indicate the words "shareholders' meeting" on the letter.
Address: Taiyuan Jinyang Street South No. 10, 14th Floor Capital Market and Equity Management Department (Zip Code: 030006)
Fax number: 0351-7785894
V. Procedures for Participating in Online Voting
At the shareholders' meeting, shareholders can participate in voting through the Shenzhen Stock Exchange trading system and the Internet voting system (address http://wltp.cninfo.com.cn), and the specific operation process is detailed in Annex 2.
VI. Other matters:
1. Conference Contact:
Tel: 0351—7785895, 7785893
Contact: Zhao Kai Hao Shaowei
Fax: 0351—7785894
Company address: Taiyuan City Jinyang Street South One No. 10
Postal code: 030006
2. Conference expenses: The meeting is expected to be half a day, and the transportation, food and accommodation expenses are at your own expense.
Announcement of the 31st Board Resolution of the 9th Session of Jinneng Holdings Shanxi Electric Power Co., Ltd. (Announcement No.: 2021 Pro-037)
2June 10, 2021
Annex I:
Power of Attorney
I hereby entrust Ms. /Mr. to represent myself (the unit) at the 6th Extraordinary General Meeting of Shareholders of Jinneng Holdings Shanxi Electric Power Co., Ltd. in 2021 and authorize it to vote on the proposals of the meeting as shown in the table below, and the authorization period is from the date of issuance of this power of attorney to the end of the 6th Extraordinary General Meeting of Shareholders in 2021.
Note: Please indicate the voting result with "√" under "Agree", "Oppose" or "Abstain" of the voting result. The same motion may be marked only in one place in the result of the vote, i.e. "agree" or "oppose" or "abstain", and those that are not indicated shall be regarded as abstentions, and those marked in two or three places shall be deemed invalid and counted in the number of invalid votes.
Principal (signature/seal): Principal validity period:
Principal ID Number: Trustee's Signature:
Principal Securities Account Number: Trustee Identity Card Number:
Number of principal shares: Entrustment date:
Annex II:
The specific process for shareholders to participate in online voting
1. Procedures for online voting
1. Voting code: 360767
2. Voting abbreviation: "Jindian Voting"
3. Fill in the form of voting opinions: agree, oppose, abstain
2. Procedures for voting through the trading system of the Shenzhen Stock Exchange
2. Shareholders can vote through the trading system by logging in to the trading client of the securities company.
3. Voting procedures through the Internet voting system of the Shenzhen Stock Exchange
1. The Internet voting system starts at 09:15 on June 30, 2021 and ends at 15:00 on June 30, 2021.
2. For shareholders to vote online through the Internet voting system, they need to apply for identity authentication in accordance with the provisions of the "Shenzhen Stock Exchange Investor Network Service Identity Authentication Business Guidelines (Revised in 2016)" and obtain the "Shenzhen Stock Exchange Digital Certificate" or "Shenzhen Stock Exchange Investor Service Password". The specific identity authentication process can be accessed in the Internet voting system http://wltp.cninfo.ocm.cn the Rules and Guidelines column.
3. Shareholders can log in to the http://wltp.cninfo.com.cn through the Internet voting system of the Shenzhen Stock Exchange within the specified time according to the service password or digital certificate obtained.