Stock code: 603053 Stock abbreviation: Chengdu Gas Announcement number: 2021-023
The Board of Directors and all Directors of the Company warrant that the contents of this announcement are free from any misrepresentation, misleading statement or material omission and accept sole and several liability for the truthfulness, accuracy and completeness of the contents.
1. The convening of the board of directors meeting
The ninth meeting of the second board of directors of Chengdu Gas Group Co., Ltd. (hereinafter referred to as "Chengdu Gas" or the "Company") was held on August 12, 2021 in the company's 207 conference room, No. 19 Shaoling Road, Wuhou District, Chengdu, Sichuan Province, in a combination of on-site meeting and communication, and the notice of the meeting was delivered in writing, telephone and mail on August 2, 2021. The meeting was convened and presided over by Mr. Luo Long, the chairman of the company, and the meeting should have 13 directors and 13 directors who actually attended the meeting. The convening procedure of this meeting complies with the company law of the People's Republic of China, the articles of association of Chengdu Gas Group Co., Ltd. and the rules of procedure of the board of directors of Chengdu Gas Group Co., Ltd.
2. Deliberations of the board of directors meeting
The directors present at the meeting deliberated and passed the following proposals by registered vote:
(I) Deliberated and passed the "Proposal on the Work Report of the General Manager in the First Half of 2021"
After deliberation, the board of directors agreed to the "General Manager's Work Report for the First Half of 2021" prepared by the Company, which fairly reflected the Company's operation in the first half of the year, the focus of work and the work plan for the second half of the year.
Voting result: 13 votes in favour, 0 against and 0 abstentions.
(2) Deliberated and passed the "Proposal on the 2021 Semi-Annual Report and Summary"
After deliberation, the Board of Directors agreed that the Company's 2021 Semi-Annual Report and its summary prepared in accordance with relevant laws, regulations and regulations and the provisions of the China Securities Regulatory Commission, the content of the report fairly reflects the Company's operating conditions and operating results, the information disclosed in the report is true, accurate and complete, and there are no false records, misleading statements or material omissions.
For details, please refer to the "2021 Semi-Annual Report of Chengdu Gas Group Co., Ltd." and its summary published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
(3) Deliberated and passed the "Proposal on the Proposed Replacement of Accounting Firms"
After deliberation, the Board of Directors agreed that the Company should appoint Sichuan Huaxin (Group) Certified Public Accountants (Special General Partnership) as the auditor of the Company's 2021 annual report.
The independent directors expressed their prior approval of the proposal and agreed to submit the proposal to the Board of Directors for consideration. The independent directors expressed an independent opinion and agreed to the proposal.
The proposal has yet to be submitted to the Company's General Meeting of Shareholders for consideration. For details, please refer to the "Announcement of Chengdu Gas Group Co., Ltd. on Changing the Accounting Firm" (2021-025) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
(4) Deliberated and passed the "Proposal on the Special Report on the Deposit and Actual Use of Raised Funds in the First Half of 2021"
After deliberation, the board of directors agreed to the "Special Report on the Deposit and Actual Use of Raised Funds in the First Half of 2021" prepared by the Company in accordance with relevant laws and regulations.
The independent directors expressed an independent opinion on the proposal and agreed to it.
For details, please refer to the "Special Report of Chengdu Gas Group Co., Ltd. on the Deposit and Actual Use of Funds Raised in the First Half of 2021" (2021-026) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
(5) Deliberated and passed the "Proposal on Using Part of the Idle Raised Funds to Temporarily Supplement Liquidity"
After deliberation, the Board of Directors agreed that the Company shall use the temporarily idle raised funds of not more than RMB300.00 million to supplement the working capital for a period of no more than 12 months from the date of deliberation and approval by the Board of Directors of the Company.
For details, please refer to the "Announcement of Chengdu Gas Group Co., Ltd. on Using Part of the Idle Raised Funds to Temporarily Supplement Liquidity" (2021-027) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
(6) Deliberated and passed the "Proposal on Adjusting the Forecast of Daily Related Party Transactions in 2021"
Status of consideration under sub-items:
1. Expected daily related party transactions with other affiliated enterprises affiliated to Chengdu Urban Construction Investment Management Group Co., Ltd. in 2021
Voting result: 10 votes in favour, 0 against and 0 abstentions.
Associate directors Luo Long, Chen Duowen and Liu Jun recused themselves from voting.
2. Expected daily related party transactions with other affiliated enterprises affiliated to China Resources Gas Investment (China) Co., Ltd. in 2021
Voting result: 9 votes in favour, 0 against and 0 abstentions.
Affiliated directors Yang Ping, Xiang Jun, Luo Long and Qing Qian recused themselves from voting.
3. Expected daily related party transactions with other related parties in 2021
Voting result: 12 votes in favour, 0 against and 0 abstentions.
Associate Director Luo Long recused himself from voting.
The independent directors expressed their prior approval of the proposal and agreed to submit the proposal to the Board of Directors for consideration. The independent directors expressed an independent opinion and agreed to the proposal. For details, please refer to the Announcement of Chengdu Gas Group Co., Ltd. on Adjusting the Forecast of Related Party Transactions in 2021 (2021-028) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
(VII) Deliberated and passed the "Proposal on Determining the Amount of Cash Management of Own Funds"
After deliberation, the Board of Directors agreed that the Company shall use its own funds of up to RMB1 billion for cash management for a period of no more than 12 months from the date of deliberation and approval by the Board of Directors of the Company.
For details, please refer to the "Announcement of Chengdu Gas Group Co., Ltd. on Determining the Amount of Cash Management of Own Funds" (2021-029) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
(VIII) Proposal on Further Optimizing the Organizational Structure of the Company
After deliberation, the board of directors agreed to the implementation plan for the optimization of the company's organizational structure, that is, it agreed that the Ministry of Science and Technology Innovation and the Department of Information Management would be merged into the "Ministry of Science and Technology Innovation and Informatization"; the Ministry of Production and the Ministry of Safety would be merged into the "Ministry of Environment, Health and Safety"; the Department of Party and Mass Work would be renamed the Office of the Party Committee and merged with the Office of the Board of Directors into the "Office of the Party Committee/Office of the Board of Directors"; the "Department of Legal Affairs" would be renamed "Department of Legal Compliance"; and the Discipline Inspection and Supervision Office would no longer be co-located with the Audit Department. The relevant functions of the above-mentioned departments shall be adjusted accordingly in accordance with the implementation plan.
3. Documents for reference
1. Resolution of the ninth meeting of the second board of directors of Chengdu Gas Group Co., Ltd.;
2. Prior approval opinions and independent opinions of the independent directors of Chengdu Gas Group Co., Ltd. on matters related to the ninth meeting of the second board of directors.
This is hereby announced.
Board of Directors of Chengdu Gas Group Co., Ltd
August 13, 2021
Stock code: 603053 Stock abbreviation: Chengdu Gas Announcement number: 2021-025
Chengdu Gas Group Co., Ltd
Announcement on the change of accounting firm
Important Content Tips:
● Name of the accounting firm to be hired: Sichuan CEFC (Group) Accounting Firm (Special General Partnership) (hereinafter referred to as "Sichuan CEFC")
● Name of the original accounting firm: Deloitte Touche Tohmatsu (Special General Partnership) (hereinafter referred to as "Deloitte Touche Tohmatsu")
● Reasons for changing the accounting firm: Chengdu Gas Group Co., Ltd. (hereinafter referred to as "Chengdu Gas" or the "Company") has carried out the public bidding work for the audit of the 2021 annual report in accordance with the relevant provisions of the bidding and bidding, and changed the accounting firm according to the bidding results.
● The Company and Deloitte Touche Tohmatsu had sufficient prior communication on the change of accounting firm, and Deloitte Touche Tohmatsu agreed to the change and confirmed that there was no objection.
● This matter has yet to be submitted to the company's general meeting of shareholders for consideration.
On August 12, 2021, Chengdu Gas held the ninth meeting of the second board of directors and the fifth meeting of the second board of supervisors, deliberated and passed the "Proposal on the Proposed Replacement of the Accounting Firm", and agreed to hire Sichuan CEFC as the company's 2021 annual auditor. The proposal has yet to be submitted to the General Meeting of Shareholders for consideration. The relevant content is hereby announced as follows:
1. The basic situation of the audit institution to be hired
(1) Institutional information
1. Basic information
(1) Name of Institution: Sichuan Cefc (Group) Certified Public Accountants (Special General Partnership)
(2) Date of Establishment: June 1988 (November 27, 2013)
(3) Organizational form: special general partnership
(4) Registered address: No. 2, Unit 3, Building 28, Jiangyang Middle Road, Luzhou City
(5) Chief Partner: Li Wulin
(6) As of December 31, 2020, the number of partners is 54; as of December 31, 2020, the number of certified public accountants is 227, of which 187 have signed the audit report of securities service business.
(7) The total audited income of CeFC Sichuan in 2020 is 208.6055 million yuan, the income from audit business is 208.6055 million yuan, and the income from securities business is 149.072 million yuan.
(8) In 2020, the number of audited listed companies' customers was 36, and the main industries involved manufacturing, electricity, heat, gas and water production and supply, information transmission, software and information technology service industry, construction industry, financial industry, wholesale and retail industry culture, sports and entertainment industry, etc., and the audited listed company fee was 83.8863 million yuan; the number of audited clients of listed companies in the same industry as Chengdu Gas: 2.
2. Investor protection ability
CEFC Sichuan has purchased occupational insurance in accordance with the provisions of the Interim Measures for Professional Liability Insurance of Accounting Firms, and as of December 31, 2020, the cumulative liability compensation limit is 80 million yuan and the occupational risk fund is 25.58 million yuan, and the relevant occupational insurance can cover the civil compensation liability caused by audit failure. In the past three years, there have been no civil lawsuits due to professional conduct.
3. Integrity record
In the past three years, CEFC Sichuan has not received criminal penalties or administrative penalties for its professional conduct. In the past three years, CeFC Sichuan has been subject to supervision and management measures four times for its professional conduct, and 10 practitioners have been subject to supervision and management measures four times and self-discipline supervision measures for their professional behavior in the past three years.
(2) Information on project members
1. Basic Information
Partner of the proposed signing project: Zeng Hong, a Chinese certified public accountant, has been engaged in the securities service business of certified public accountants since 1993, practiced in Sichuan CEFC since 1999, and the listed companies signed in the past three years include: Chengdu Xuguang Electronics Co., Ltd., Chengdu Zhenxin Technology Co., Ltd., and Chengdu Silicon Treasure Technology Co., Ltd., and have not worked part-time in other units.
Partner of the project to be signed: Li Min, a Chinese certified public accountant, has been engaged in the securities service business of certified public accountants since 1994, and began to practice in Sichuan CEFC in 1994, and the listed companies signed in the past three years include: Sichuan Zhongguang Lightning Protection Technology Co., Ltd., Chengdu High-tech Development Co., Ltd., Chengdu Zhenxin Technology Co., Ltd., Yibin Wuliangye Co., Ltd., Chengdu Huaqi Houpu Mechanical and Electrical Equipment Co., Ltd., Sichuan Guoguang Agrochemical Co., Ltd., etc., and have not worked part-time in other units.
Certified public accountant to be signed: Yuan Guangming, a certified public accountant in China, has been engaged in the securities service business of certified public accountants since 1999, and began to practice in Sichuan CEFC in 1999, and the listed companies signed in the past three years include: Sichuan Shengda Forestry Industry Co., Ltd., Shenchi Electromechanical Co., Ltd., Chengdu Tianxiang Environment Co., Ltd., and have not worked part-time in other units.
Proposed to arrange quality control review personnel: Liao Qun, certified public accountant registration time in June 2000, since March 2001 engaged in listed company audit, in November 2011 began to practice in the firm, the listed companies reviewed in the past three years include: Sichuan Lutianhua Co., Ltd., Hongli Zhihui Group Co., Ltd., Sichuan Zhenjing Co., Ltd., Sichuan Chuan Dazhisheng Software Co., Ltd., Tibet Nordykang Pharmaceutical Co., Ltd., Chengdu Santai Holding Group Co., Ltd., Sichuan Atlantic Welding Materials Co., Ltd. and so on.
2. The independence and integrity of the project team members
The project partners, signatory CPAs and quality control reviewers have not violated the independence requirements of the Code of Ethics for Certified Public Accountants of China (the above personnel have no bad records in the past three years).
(3) Audit fees
The fees for audit services of accounting firms are determined through public bidding in accordance with the audit workload and the principles of fairness and reasonableness. According to the bidding results, the total audit fees of CEFC Sichuan for the 2021 annual audit projects, including internal control audits, totaled RMB850,000, of which the annual report audit fees (including individual entities and mergers) were RMB600,000, the internal control costs were RMB200,000, and the fundraising fees were RMB50,000.
2. Explanation of the proposed change of accounting firm
(1) The situation of the former accounting firm and the audit opinion of the previous year
The company's former accounting firm was Deloitte Touche Tohmatsu. Deloitte Touche Tohmatsu has a certificate of practice as an accounting firm approved by the Ministry of Finance, and is also one of the first accounting firms in China to obtain securities and futures related business qualifications, and has been approved by the Ministry of Finance and the China Securities Regulatory Commission to engage in H-share enterprise auditing business. Deloitte Touche Tohmatsu has been engaged in securities and futures related services for more than 20 years and has extensive experience in securities services.
Since 2017, deloitte Touche Tohmatsu has been employed as the auditor of the Company's financial statements and internal controls. By the end of 2020, Deloitte Touche Tohmatsu has provided audit services to the company for four consecutive years, and in the previous year, it issued a standard unqualified audit report for the company.
(2) The reasons for the proposed change of accounting firm
In the course of its practice, Deloitte Touche Tohmatsu adheres to the principle of independent auditing, objectively, fairly and fairly reflects the company's financial situation and operating results, and earnestly performs the duties of the audit institution. The Company expresses its sincere gratitude to Deloitte Touche Tohmatsu for its work as the Company's auditor.
In June 2021, the company carried out the public bidding work for the audit of the 2021 annual report in accordance with the relevant provisions of the bidding and bidding, and according to the results of the bidding and the recommendation of the audit committee of the board of directors of the company, the board of directors of the company resolved to appoint Sichuan CEFC as the company's 2021 annual auditor, and submitted the matter to the company's shareholders' general meeting for consideration.
(3) Communication between the listed company and the former and subsequent accounting firms
The Company and Deloitte Touche Tohmatsu had sufficient prior communication on the change of accounting firm, and Deloitte Touche Tohmatsu agreed to the change and confirmed that there was no objection. As the company's 2021 annual accounting firm selection work still needs to be submitted to the shareholders' general meeting for approval, the former and subsequent accounting firms will actively do relevant communication and cooperation in a timely manner in accordance with the requirements of the "China Certified Public Accountants Auditing Standard No. 1153 - Communication between Former Certified Public Accountants and Subsequent Certified Public Accountants" and "Code of Ethics for Professional Accountants".
3. Procedures to be performed by the proposed renewal of the audit institution
1. The Audit Committee of the Second Board of Directors of the Company has fully understood the practice qualifications of CeFC Sichuan in advance, and believes that the proposed Sichuan CEFC has professional competence, investor protection ability, good previous integrity, and has no relationship with the Company and the Company's directors, supervisors, controlling shareholders and actual controllers. The change of accounting firm complies with relevant laws and regulations and will not affect the audit quality of the company's accounting statements; the relevant deliberation procedures comply with the provisions of laws and regulations and the company's Articles of Association, and there is no harm to the interests of the company and shareholders. The Audit Committee agreed to appoint CEFC Sichuan as the auditor of the Company's 2021 annual report.
2. The independent directors of the company issued a prior approval opinion on the appointment of the 2021 annual audit institution as follows: Sichuan CEFC has the qualification of auditing securities and futures related business, has many years of rich experience and professional quality in the audit work of listed companies, and has sufficient professional competence, investor protection ability, integrity status and independence. The proposed change of accounting firm has sufficient reasons, which is conducive to ensuring and improving the quality of the audit work of the listed company, and is conducive to protecting the interests of the listed company and other shareholders, especially the small and medium-sized shareholders, and the deliberation procedure is in line with the relevant laws, regulations and the provisions of the Articles of Association of Chengdu Gas Group Co., Ltd. Therefore, we agree that the Company has appointed Cefc Sichuan as the auditor of the Company's 2021 annual report and agreed to submit the Proposal on the Proposed Change of Accounting Firm to the Board of Directors for consideration.
3. The independent directors of the company issued an independent opinion on the appointment of the 2021 annual audit institution as follows: Sichuan CEFC has the qualifications and professional competence to engage in relevant securities business services, has rich experience and professional quality in the audit work of listed companies, has sufficient independence, integrity and investor protection ability, and can meet the requirements of the company's future financial and internal control audit work. The change of accounting firm complies with relevant laws and regulations and will not affect the audit quality of the company's accounting statements. The deliberation procedure of the relevant board of directors complies with the provisions of laws and regulations and the Articles of Association of Chengdu Gas Group Co., Ltd., and has obtained our prior approval, and there is no harm to the interests of the company and shareholders. We agreed to appoint CEFC Sichuan as the auditor of the Company's 2021 annual report.
4. The ninth meeting of the second board of directors and the fifth meeting of the second board of supervisors of the company deliberated and passed the "Proposal on the Proposed Replacement of the Accounting Firm", and agreed to hire Sichuan CEFC as the company's 2021 annual auditor.
5. The change of accounting firm is still subject to the company's shareholders' general meeting for deliberation, and will take effect from the date of deliberation and approval of the company's shareholders' meeting.
4. Documents for reference
2. Resolution of the fifth meeting of the second session of the supervisory board of Chengdu Gas Group Co., Ltd.;
3. Resolution of the fifth meeting of the audit committee of the second board of directors of Chengdu Gas Group Co., Ltd.;
4. Prior approval opinions and independent opinions of the independent directors of Chengdu Gas Group Co., Ltd. on matters related to the ninth meeting of the second board of directors.
Stock code: 603053 Stock abbreviation: Chengdu Gas Announcement number: 2021-026
About the deposit of funds raised in the first half of 2021
Ad hoc reports with actual usage
First, the basic situation of the funds raised
(1) The basic situation of the company's fundraising
With the approval of the China Securities Regulatory Commission's Reply on the Approval of the Initial Public Offering of Shares of Chengdu Gas Group Co., Ltd. (Securities Regulatory Approval [2019] No. 2302), Chengdu Gas Group Co., Ltd. (hereinafter referred to as "Chengdu Gas" or the "Company") made an initial public offering of 88.89 million RMB ordinary shares with a par value of RMB 1.00 per share at an issue price of RMB 10.45 per share, raising a total of RMB928,900,500.00. After the sponsor of the offering, CITIC Construction Investment Securities Co., Ltd. (hereinafter referred to as "CSCI Securities"), after deducting the underwriting sponsorship fee (excluding VAT) of RMB11,854,440.09 and other issuance expenses (excluding VAT) of RMB11,079,959.91, the remaining total proceeds of THE Company rmb905,966,100.00 were remitted to the special RMB account for the raised funds opened by the Company. The net proceeds of the share offering were RMB905,966,100.00. The proceeds of the offering were all received on 9 December 2019, and Deloitte Touche Tohmatsu Certified Public Accountants (Special General Partnership) issued the Capital Verification Report (Deshi Bao (Inspection) Zi (19) No. 00581).
(2) The amount used in the first half of the year and the current balance
As of June 30, 2021, the Company has used a total of RMB379.3913 million of the raised funds, of which RMB350.5154 million was used in the previous year and RMB28.8759 million in the first half of 2021. As of June 30, 2021, the balance of the raised funds was $526,574,700, of which the outstanding principal balance of the time deposits using the idle raised funds was $400 million.
2. The management of the raised funds
(1) The management of funds raised
In accordance with the relevant laws and regulations and the "Measures for the Management of Funds Raised by Listed Companies on the Shanghai Stock Exchange (Revised in 2013)" and other documents, following the principles of standardization, safety, efficiency and transparency, the company has formulated the "Measures for the Management of Funds Raised by Chengdu Gas Group Co., Ltd.", which has made clear provisions on the storage, approval, use, management and supervision of the raised funds to ensure the standardized use of the raised funds in the system. According to the management system and combined with the needs of operation, the Company has implemented special account storage for the raised funds since December 2019, set up a special account for the use of the raised funds in the bank, and signed the "Tripartite Supervision Agreement on the Storage of the Special Account for the Raised Funds" with the bank that opened the account and CITIC Construction Investment Securities to strictly examine and approve the use of the raised funds to ensure the exclusive use of the funds. There are no significant differences between the Tripartite Supervision Agreement on the Storage of Funds Raised in Special Accounts and the Model Regulatory Agreement of the Shanghai Stock Exchange. As of June 30, 2021, the Company has deposited and used the raised funds in strict accordance with the provisions of the Tripartite Supervision Agreement on the Storage of Raised Funds.
(2) The storage situation of the company's special account for raising funds
As of June 30, 2021, the specific deposits of the raised funds are as follows:
Unit: RMB 10,000
Note: The balance of the above-mentioned fund raising account after excluding the company's interest income is 126.5747 million yuan.
3. The actual use of funds raised during the year
(1) The use of funds raised
According to the Prospectus for the Initial Public Offering of Shares of Chengdu Gas Group Co., Ltd., the total amount of funds raised by the Company will be invested in the construction of the Chengdu High-speed Natural Gas High-pressure Transmission and Storage Pipeline around the City after deducting the issuance fee. The Company's investment in the first half of 2021 was RMB28.8759 million, and as of June 30, 2021, the Company's cumulative investment amount was RMB379.3913 million. For details of the specific use of funds, please refer to the "Attached Table: Comparison Table of the Use of Raised Funds".
(2) The preliminary investment and replacement of the fundraising project
As of December 31, 2019, the Company invested RMB292.7803 million in the investment projects of the raised funds with self-raised funds.
The self-financing situation of replacing the pre-invested investment projects with the raised funds has been reviewed by Deloitte Touche Tohmatsu (Special General Partnership), and on January 20, 2020, the "Audit Report on the Investment Projects raised by Chengdu Gas Group Co., Ltd. with Self-Raised Funds Pre-invested in the Initial Public Offering of RMB Common Shares" (Deshi Bao (Verification) Zi (20) No. E00001) was issued.
The above-mentioned replacement matters were deliberated and approved by the 27th meeting of the first board of directors of the Company on January 20, 2020, and the independent directors of the Company expressed their explicit consent and performed the necessary procedures; on January 20, 2020, CITIC Construction Investment Securities issued the "Verification Opinion of CITIC Construction Investment Securities Co., Ltd. on the Use of Raised Funds by Chengdu Gas Group Co., Ltd. to Replace Pre-invested Self-Raised Funds". For details, please refer to the Announcement on the Use of Raised Funds to Replace Pre-invested Self-Raised Funds (Announcement No. 2020-004) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 21 January 2020.
(3) Cash management of idle raised funds
On December 20, 2019, the Company held the 26th meeting of the first board of directors and the 6th meeting of the first board of supervisors, deliberated and passed the "Proposal on Using Part of the Temporarily Idle Raised Funds for Cash Management", and agreed that the Company should use the temporarily idle raised funds with a maximum amount of not more than RMB500 million (including the principal amount) for cash management, and invest in time deposits with high security, good liquidity and guaranteed capital, and the term is valid for 12 months from the date of deliberation and approval by the Board of Directors. On December 24, 2019, the Company made a time deposit of RMB 500.00 million in Chengdu Bank. On December 24, 2020, the above-mentioned time deposits matured with a principal amount of RMB500 million, interest income of RMB17.50 million and an annualised percentage rate of 3.50%, and there was no material difference between the actual income and the expected return.
In view of the expiration of the above period, in order to improve the efficiency of the use of idle raised funds and increase the company's income, the company held the fourth meeting of the second board of directors and the third meeting of the second session of the board of supervisors on December 23, 2020, deliberated and passed the "Proposal on using part of the temporarily idle raised funds for cash management", and agreed that the company should use the temporarily idle raised funds with a maximum amount of not more than RMB500 million (including the principal amount), Cash management is carried out under the condition of ensuring that the construction of the investment project and the use of the raised funds are not affected, and the investment is made in time deposits with high security, good liquidity and guaranteed capital, and the term is valid for 12 months from the date of deliberation and approval by the board of directors.
On December 24, 2020, after the Company used part of the temporarily idle raised funds for the maturity of the time deposit, the Company completed the renewal procedures for the time deposit at the Longzhou Road Branch of Bank of Chengdu Co., Ltd. (hereinafter referred to as "Bank of Chengdu"), and the relevant deposits are as follows:
(1) Agreement period: 1 year
(2) Annual Interest Rate on Agreed Deposits: 3.50%
(3) Deposit amount: RMB 400 million
(4) Source of funds: Some temporarily idle funds raised
4. Change the use of funds for investment projects raised
(1) Change the circumstances of the investment projects of the raised funds
As of June 30, 2021, the Company has not changed the investment projects of the raised funds.
(2) The circumstances of the external transfer or replacement of the investment projects of the raised funds
As of June 30, 2021, the Company has not transferred or replaced the investment projects of the raised funds.
V. Problems in the use and disclosure of raised funds
In the first half of 2021, the company used the raised funds in accordance with the provisions and requirements of relevant laws, regulations and normative documents, and disclosed the use of the raised funds in a timely, true, accurate and complete manner, and there were no violations in the use and management of the raised funds.
6. Documents for reference
Comparison table of the use of funds raised
Stock code: 603053 Stock abbreviation: Chengdu Gas Announcement number: 2021-027
About the use of part of the idle raised funds
Announcement of temporary replenishment of liquidity
● The Company intends to use the temporarily idle raised funds of not more than RMB300 million to supplement the working capital for a period of no more than 12 months from the date of deliberation and approval by the Board of Directors of the Company.
First, the basic situation of funds raised
With the approval of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on the Approval of the Initial Public Offering of Shares of Chengdu Gas Group Co., Ltd. (Securities Regulatory Approval [2019] No. 2302), the total amount of funds raised by Chengdu Gas Group Co., Ltd. (hereinafter referred to as the "Company") in the initial public offering of shares is RMB928,900,500.00, deducting the related issuance expenses of RMB22,934,400.00. The net proceeds of the Company's actual proceeds were RMB905,966,100.00. The proceeds of the offering were all received on December 9, 2019, and Deloitte Touche Tohmatsu Certified Public Accountants (Special General Partnership) issued the Capital Verification Report (Deshi Bao (Verification) Zi (19) No. 00581) on the actual receipt of the company's new registered capital). The company has implemented a special account storage system for the raised funds, and signed the "Tripartite Supervision Agreement on The Raised Funds" with the account opening bank and the sponsoring institution.
Second, the basic situation of the investment projects of the raised funds
According to the Prospectus for the Initial Public Offering of Shares of Chengdu Gas Group Co., Ltd., the total amount of funds raised by the Company will be invested in the construction of the Chengdu Ring High-speed Natural Gas High-pressure Transmission and Storage Pipeline after deducting the issuance fee. As of June 30, 2021, the Company has used a total of RMB379.3913 million of the raised funds, of which RMB350.5154 million was used in the previous year and RMB28.8759 million in the first half of 2021. As of June 30, 2021, the balance of the raised funds was 526.5747 million yuan, of which the principal amount deposited in the special account for the raised funds was 126.5747 million yuan, and the outstanding principal balance of the fixed deposit using the idle raised funds was 400 million yuan.
Note 1: The balance of the above-mentioned fund raising account after excluding the company's interest income is 126.5747 million yuan.
Note 2: On December 24, 2020, the Company used the raised funds to make a fixed deposit of RMB400 million at the Longzhou Road Branch of Bank of Chengdu Co., Ltd., with an agreement term of 1 year and has not yet matured.
Third, the plan to use part of the idle raised funds to temporarily supplement the working capital
According to the capital use plan and construction progress of the fund-raising investment project, under the premise of ensuring that the construction progress of the fund-raising investment project is not affected, in order to improve the efficiency of the use of the raised funds and reduce the company's financial costs, the company intends to use no more than RMB300 million of temporarily idle raised funds to supplement the working capital, the period of use is not more than 12 months from the date of deliberation and approval by the company's board of directors, and the company will return to the special account for the raised funds at any time according to the progress and demand of the fund-raising project.
The use of part of the temporarily idle raised funds to supplement the liquidity is only used for the production and operation related to the company's main business, and will not be used for the placement and subscription of new shares through direct or indirect arrangements, or for stocks and their derivatives, convertible corporate bonds and other transactions; it will not change the use of the raised funds in disguise, and will not affect the normal progress of the investment plan of the raised funds.
4. The board of directors review procedures for temporarily supplementing the liquidity plan with part of the idle raised funds and whether they meet the regulatory requirements
On August 12, 2021, the Company held the ninth meeting of the second board of directors and the fifth meeting of the second board of supervisors, deliberated and passed the "Proposal on Using Part of the Idle Raised Funds to Temporarily Supplement Liquidity", the independent directors issued an independent opinion on the above matters, and the sponsoring institution issued a consent verification opinion.
The relevant deliberation procedures comply with the requirements of laws, regulations and normative documents such as the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, the Measures for the Management of Funds Raised by Listed Companies on the Shanghai Stock Exchange, and the provisions of the Company's Management System for Funds Raised.
V. Explanation of special opinions
(1) Opinions of independent directors
After deliberation, the independent directors of the Company believe that the Company temporarily supplemented the working capital with part of the idle raised funds, and the relevant matters and decision-making procedures complied with the provisions of the China Securities Regulatory Commission, the Shanghai Stock Exchange and the Company on the use of the raised funds, and there was no change in the use of the raised funds, disguised changes in the investment direction of the raised funds, affecting the construction of the investment projects of the raised funds and other situations that harmed the interests of shareholders. Under the premise of ensuring that the use of the raised funds is not changed and the construction of the investment project of the raised funds is not affected, the use of idle raised funds to temporarily supplement the liquidity is conducive to improving the efficiency of the use of the raised funds and safeguarding the interests of the company and shareholders, and the company has fulfilled the necessary approval procedures, and the relevant procedures are legal and compliant. Therefore, it is agreed that the Company shall use the temporarily idle raised funds of not more than RMB300 million to supplement the liquidity with part of the initial public offering of shares, and the period of use shall not exceed 12 months from the date of deliberation and approval by the Board of Directors of the Company.
(2) Opinions of the Board of Supervisors
After deliberation, the board of supervisors of the company believes that the company's use of part of the idle raised funds to temporarily supplement the working capital will not affect the capital requirements and construction progress of the investment projects of the raised funds, which is conducive to improving the efficiency of the use of the raised funds and reducing the company's financial costs. The company used part of the idle raised funds to temporarily supplement the liquidity, there was no disguised change in the investment direction of the raised funds, there was no harm to the interests of the company and all shareholders, and the decision-making procedure complied with the relevant laws, regulations and the provisions of the Articles of Association of Chengdu Gas Group Co., Ltd. Therefore, the Supervisory Board agreed that the Company should supplement its working capital with a temporarily idle portion of the funds raised from the initial public offering of shares not exceeding RMB300.00 million.
(3) Verification opinions of the sponsoring institution
The company's sponsor, CITIC Construction Investment Securities Co., Ltd., believes that the company's use of part of the idle raised funds to temporarily supplement the liquidity has been deliberated and approved by the ninth meeting of the second board of directors and the fifth meeting of the second board of supervisors of the company, and the independent directors have issued a clear consent opinion, in line with relevant laws and regulations and fulfilled the necessary legal procedures. The company's use of part of the idle raised funds to temporarily supplement the liquidity is in accordance with the provisions of relevant laws, regulations and normative documents such as the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Measures for the Administration of Funds Raised by Listed Companies on the Shanghai Stock Exchange and the Rules for the Listing of Stocks on the Shanghai Stock Exchange, and there is no disguised change in the use of the raised funds, which does not affect the normal progress of the investment plan of the raised funds. In summary, the sponsoring institution has no objection to the company's use of part of the idle raised funds to temporarily supplement the working capital.
3. Independent opinions of the independent directors of Chengdu Gas Group Co., Ltd. on matters related to the ninth meeting of the second board of directors;
4. Verification opinion of CITIC Construction Investment Securities Co., Ltd. on the use of part of the idle raised funds by Chengdu Gas Group Co., Ltd. to temporarily supplement the working capital.
Stock code: 603053 Stock abbreviation: Chengdu Gas Announcement number: 2021-029
Regarding the determination of the amount of cash management of own funds
announcement
Chengdu Gas Group Co., Ltd. (hereinafter referred to as "Chengdu Gas" or the "Company") held the ninth meeting of the second board of directors and the fifth meeting of the second session of the supervisory board on August 12, 2021, deliberated and passed the "Proposal on Determining the Amount of Cash Management of Own Funds", and agreed that the Company should use its own funds up to a maximum of RMB 1 billion for cash management.
The matter is within the scope of the approval authority of the company's board of directors, and the independent directors have expressed an independent opinion with explicit consent and do not need to submit it to the shareholders' general meeting for approval.
First, the basic situation of cash management using its own funds this time
(1) The purpose of cash management
In order to improve the efficiency of the use of own funds and the overall income, reduce financial costs. Make full use of your own funds to purchase cash management products of financial institutions with high security, good liquidity, low risk and capital protection, increase the company's capital returns, and seek more investment returns for the company and shareholders.
(2) Cash management amount
The Company intends to use its own funds for cash management, and the Company applies for the use of its own funds up to a maximum of RMB1 billion for cash management.
(3) The validity period of the authorization
It is valid for 12 months from the date of deliberation and approval at the ninth meeting of the second board of directors of the company.
(4) The basic requirements of the product
The company will strictly control risks in accordance with relevant regulations, and its own funds are intended to be used to purchase products with high security, good liquidity, low risk and capital protection, and such investment products shall not be used for pledge.
(5) Sources of funds
The company's funds used for cash management are idle own funds, and the source of funds is legal and compliant.
(6) Methods of implementation
Within the scope of the above quota, the Board of Directors authorizes the General Manager of the Company to be responsible for decision-making and implementation matters, including but not limited to selecting qualified professional institutions as trustees, clarifying the amount and duration of cash management, selecting product varieties, signing contracts and agreements, etc.
(7) Information disclosure
If the proceeds of the subsequent single/cumulative actual purchase of cash management products meet the required disclosure standards, the Company will disclose the progress in a timely manner as required, in addition to which the Company will disclose the handling of cash management products and the corresponding profit and loss during the reporting period in periodic reports.
2. Risk control measures
1. Abide by the principle of prudent investment, strictly screen issuers, select issuers with good reputation and strong ability to guarantee capital security, and the cash management products purchased by the company shall not be pledged.
2. Independent directors and the board of supervisors have the right to conduct regular or irregular inspections of the company's cash management products, and if necessary, they can hire professional institutions to conduct audits.
3. The company will fulfill the obligation of information disclosure in accordance with the relevant laws and regulations and the articles of association of Chengdu Gas Group Co., Ltd.
Third, the impact on the company
The company's use of its own funds for cash management is to ensure that it does not affect the normal operation of the company's business implementation, through the temporarily idle own funds for moderate, timely cash management, is conducive to improving the efficiency of the use of its own funds, and can obtain a certain investment income, is conducive to further enhance the company's overall performance level, for the company and shareholders to seek more investment returns.
4. Explanation of special opinions
On August 12, 2021, the ninth meeting of the second board of directors and the fifth meeting of the second board of supervisors of the company deliberated and passed the "Proposal on Determining the Amount of Cash Management of Own Funds", and agreed that the company should use up to RMB 1 billion of its own funds for cash management, which is used to purchase products with high security, good liquidity, low risk and capital protection, and the period of use is valid for 12 months from the date of deliberation and approval by the board of directors. The Board of Directors authorizes the General Manager of the Company to exercise this decision-making power within the above-mentioned validity period and capital amount. The above matters have been expressly agreed by the independent directors of the Company.
The independent directors of the Company believe that the Company is currently in good operating condition, with a stable financial situation and abundant monetary funds, and that under the premise of ensuring the liquidity required for the daily operation of the Company, it uses idle own funds of no more than RMB1 billion for cash management. Under the premise of controlling risks, it is conducive to improving the efficiency of the use of the company's funds and increasing the return on the company's funds. The use of the above funds will not adversely affect the company's daily operating activities, is in line with the interests of the company, there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders, and it is agreed that the company will use part of the idle own funds for cash management.
The board of supervisors of the company believes that the company's use of its own funds for cash management can improve the efficiency of the use of the company's funds, increase the company's income, reduce financial costs, will not affect the normal production and operation of the company, there is no harm to the interests of the company and small and medium-sized shareholders, the company has fulfilled the relevant approval procedures on the matter in accordance with the regulations, and agreed that the company can use its own funds up to 1 billion yuan for cash management.
(3) Opinions of the sponsoring institution
The company's sponsor, CITIC Construction Investment Securities Co., Ltd., believes that the company's use of its own funds for cash management has been deliberated and approved by the ninth meeting of the second board of directors and the fifth meeting of the second board of supervisors, and the independent directors have issued a clear consent opinion, comply with relevant laws and regulations and perform the necessary legal procedures. The company's use of its own funds for cash management complies with the provisions of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange and other relevant laws and regulations. In summary, the sponsoring institution has no objection to the company's use of its own funds for cash management.
5. Documents for reference
4. Verification opinion of CITIC Construction Investment Securities Co., Ltd. on the use of its own funds by Chengdu Gas Group Co., Ltd. for cash management.
Company code: 603053 Company abbreviation: Chengdu Gas
Summary of the 2021 Semi-Annual Report
Section 1 Important Notes
1.1 The summary of this semi-annual report is from the full text of the semi-annual report, in order to fully understand the company's operating results, financial position and future development plans, investors should go to the http://www.sse.com.cn/ website to carefully read the full text of the semi-annual report.
1.2 The Board of Directors, the Board of Supervisors and the directors, supervisors and senior management of the Company guarantee that the contents of the semi-annual report are true, accurate and complete, that there are no false records, misleading statements or material omissions, and that they bear individual and joint legal liabilities.
1.3 All directors of the Company attend the meeting of the Board of Directors.
1.4 The present semi-annual report is unaudited.
1.5 The profit distribution plan for the reporting period or the plan for the conversion of provident fund into equity capital approved by the Board of Directors
not
Section 2 Basic Information of the Company
2.1 Company Profile
2.2 Key Financial Data
Unit: Yuan Currency: RMB
2.3 Shareholding table of the top 10 shareholders
Unit: Shares
2.4 Table of the total number of preferred shareholders and the top 10 preferred shareholders as of the end of the reporting period
□ apply √ does not apply
2.5 Changes in controlling shareholders or actual controllers
2.6 Approve the status of the bonds on the date of publication in the semi-annual report
Section 3 Important Matters
The company should explain the significant changes in the company's operating conditions during the reporting period in accordance with the principle of materiality, as well as the events that have a significant impact on the company's operations during the reporting period and are expected to have a significant impact on the company's operations in the future
Stock code: 603053 Stock abbreviation: Chengdu Gas Announcement number: 2021-024
Announcement of the resolution of the fifth meeting of the second session of the Board of Supervisors
The Supervisory Board and all the Supervisors of the Company warrant that the contents of this announcement are free from any false records, misleading statements or material omissions, and assume individual and joint liability for the truthfulness, accuracy and completeness of the contents.
1. The convening of the meeting of the board of supervisors
The fifth meeting of the second supervisory board of Chengdu Gas Group Co., Ltd. (hereinafter referred to as "Chengdu Gas" or the "Company") (hereinafter referred to as the "Meeting") was held on August 12, 2021 in The 203 Conference Room of Chengdu Gas Group Co., Ltd., No. 19 Shaoling Road, Wuhou District, Chengdu, Sichuan Province, by a combination of on-site meeting and communication, and the notice of the meeting was delivered in writing, telephone and mail on August 2, 2021. The meeting should be attended by 5 supervisors, and 5 supervisors should actually attend the meeting, which was presided over by Mr. Huo Zhichang, chairman of the board of supervisors. The convening procedure of this meeting complies with the relevant provisions of the Company Law of the People's Republic of China, the Articles of Association of Chengdu Gas Group Co., Ltd. (hereinafter referred to as the "Articles of Association") and the Rules of Procedure of the Supervisory Board of Chengdu Gas Group Co., Ltd.
2. Deliberations at the meeting of the board of supervisors
The supervisors present at the meeting deliberated and voted by registered vote to pass the following proposals:
(1) Deliberate and pass the "Proposal on the Semi-annual Report and Summary of 2021"
After review, the Board of Supervisors expressed its opinion on the Company's 2021 Semi-Annual Report and its summary as follows: The Supervisory Board believes that the procedures for the Board of Directors to prepare and review the Company's 2021 Semi-Annual Report and Summary comply with laws, administrative regulations and the provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), and the content of the report is true, accurate and complete to reflect the actual situation of the Company, can fairly reflect the Company's financial situation and operating results from January to June 2021, and there are no false records Misleading statements or material omissions.
Voting: 5 votes in favour, 0 against and 0 abstentions.
(2) Deliberate and pass the "Proposal on the Proposed Replacement of Accounting Firms"
After deliberation, the Board of Supervisors believes that the change of accounting firm complies with relevant laws and regulations and will not affect the audit quality of the company's accounting statements; the relevant deliberation procedures comply with the provisions of laws and regulations and the Articles of Association of the Company, and there is no harm to the interests of the company and the interests of shareholders. Therefore, the Supervisory Board of the Company agreed to appoint Sichuan Huaxin (Group) Certified Public Accountants (Special General Partnership) as the auditor of the Company's 2021 annual report.
(III) Deliberate and pass the "Proposal on the Special Report on the Deposit and Actual Use of Raised Funds in the First Half of 2021"
After deliberation, the Board of Supervisors believes that the "Special Report on the Deposit and Actual Use of the Company's Raised Funds in the First Half of 2021" prepared by the Board of Directors of the Company complies with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange, and fairly reflects the actual situation of the deposit and use of the Company's raised funds in the first half of 2021 in all material aspects, there is no disguised change in the use of the raised funds and damage to the interests of shareholders, and there is no illegal use of the raised funds.
(4) Deliberate and pass the "Proposal on Using Part of the Idle Raised Funds to Temporarily Supplement Liquidity"
After deliberation, the Board of Supervisors believes that the company's use of part of the idle raised funds to temporarily supplement the working capital will not affect the capital requirements and construction progress of the investment projects of the raised funds, which is conducive to improving the efficiency of the use of the raised funds and reducing the company's financial costs. The company used part of the idle raised funds to temporarily supplement the liquidity, there was no disguised change in the investment direction of the raised funds, there was no harm to the interests of the company and all shareholders, and the decision-making procedure complied with the relevant laws, regulations and the provisions of the Articles of Association. Therefore, the Supervisory Board of the Company agreed to supplement the working capital with the temporarily idle raised funds in the initial public offering of shares with a total amount not exceeding RMB300 million.
(5) Deliberate and pass the "Proposal on Adjusting the Forecast of Daily Related Party Transactions in 2021"
After deliberation, the Board of Supervisors believes that the decision-making procedure for the company to adjust the forecast of daily related party transactions in 2021 complies with the provisions of relevant laws, regulations and the Articles of Association of the Company, and its fairness is based on the principles of fairness, reasonableness and consensus, does not violate the principles of openness, fairness and justice, conforms to the company's strategy, development strategy and the needs of production and operation, is conducive to the continuous and stable progress of the company's daily business operations, is conducive to the stable growth of the company's operating performance, and does not harm the interests of the company and small and medium-sized shareholders.
Voting status of sub-motions:
1. Expected daily related party transactions with other affiliated enterprises affiliated to Chengdu Urban Construction Investment Management Group Co., Ltd. in 2021
Voting result: 4 votes in favour, 0 against and 0 abstentions.
Zhao Qinghai, an associated supervisor, recused himself from voting.
2. Expected daily related party transactions with other affiliated enterprises affiliated to China Resources Gas Investment (China) Co., Ltd. in 2021
Associate Supervisor Li Xiaoshuang recused himself from voting.
3. Expected daily related party transactions with other related parties in 2021
Voting result: 5 votes in favour, 0 against and 0 abstentions.
For details, please refer to the Announcement of Chengdu Gas Group Co., Ltd. on Adjusting the Forecast of Related Party Transactions in 2021 (2021-028) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
(VI) Deliberate and pass the "Proposal on Determining the Amount of Cash Management of Own Funds"
After deliberation, the Board of Supervisors believes that the company's use of its own funds for cash management this time can improve the efficiency of the use of the company's funds, increase the company's income, reduce financial costs, will not affect the company's normal production and operation, there is no harm to the interests of the company and minority shareholders, and the company has fulfilled the relevant approval procedures for the matter in accordance with the regulations. Therefore, the Supervisory Board of the Company agreed that the Company should use its own funds up to a maximum of RMB1 billion for cash management.
Resolution of the fifth meeting of the second session of the Supervisory Board of Chengdu Gas.
Supervisory Board of Chengdu Gas Group Co., Ltd
Stock code: 603053 Stock abbreviation: Chengdu Gas Announcement number: 2021-028
Announcement on adjusting the forecast for daily related party transactions in 2021
● Chengdu Gas Group Co., Ltd. (hereinafter referred to as "Chengdu Gas", "the Company" or "the Company") and related parties transactions are often occurring in daily business activities, cooperation with related parties is the company's development strategy and production and operation needs, and the transaction prices with related parties are strictly in accordance with the provisions of the price authorities, while taking into account the fairness of the pricing of related party transactions, following the principle of fairness, reasonableness and consensus for pricing, there is no harm to the interests of the company and all shareholders, It will not adversely affect the Company's current and future financial position and results of operations.
● The estimated amount of daily related party transactions between the Company and other affiliated enterprises affiliated to Chengdu Urban Construction Investment Management Group Co., Ltd. in 2021 increased from RMB6.8901 million to RMB15.7224 million, the estimated amount of daily related party transactions with other affiliated enterprises affiliated to China Resources Gas Investment (China) Co., Ltd. increased from RMB80.5834 million to RMB145.9954 million in 2021, and the estimated amount of daily related party transactions with other related parties in 2021 increased from RMB1, 9.5036 million yuan increased to 36.947 million yuan.
● The estimated amount of the daily related party transaction is within the approval authority of the board of directors and does not need to be submitted to the shareholders' general meeting for review.
First, the basic situation of daily related party transactions
(1) Deliberation procedures for the performance of routine related party transactions
On May 14, 2021, the Company held the Company's 2020 Annual General Meeting of Shareholders, deliberated and passed the "Proposal on the Implementation of Daily Related Party Transactions in 2020 and the Expected Situation of Daily Related Party Transactions in 2021", and estimated the Company's related party transactions in 2021. For details, please refer to the Company's Announcement on the Implementation of Daily Related Party Transactions in 2020 and the Expected Status of Daily Related Party Transactions in 2021 (2021-013) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on April 16, 2021.
On August 12, 2021, the Ninth Meeting of the Second Board of Directors of the Company deliberated and passed the "Proposal on Adjusting the Forecast of Daily Related Party Transactions in 2021", and agreed to combine the actual situation of the Company's daily operation and business development in accordance with the requirements of the Company Law of the People's Republic of China, the Rules for the Listing of Stocks on the Shanghai Stock Exchange, the Articles of Association of Chengdu Gas Group Co., Ltd. and the Related Party Transaction System of Chengdu Gas Group Co., Ltd., combined with the actual situation of the company's daily operations and business development during the year. Adjustments to the forecast of daily related party transactions in FY2021. The increase in the expected matters of daily related party transactions in 2021 is within the scope of the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for consideration.
(2) It is expected to adjust the basic situation of daily related party transactions in 2021
1. Expected daily related party transactions with other affiliated enterprises affiliated to Chengdu Urban Construction Investment Management Group Co., Ltd. in 2021
In 2021, the Company and its related party Chengdu Rongcheng Management Line Investment Co., Ltd. are expected to provide additional renovation services of 4.5535 million yuan, and the estimated amount of related party transactions of the additional transformation service income is 7.3255 million yuan.
In 2021, the Company and other affiliated enterprises affiliated to Chengdu Urban Construction Investment Management Group Co., Ltd. are expected to have additional natural gas sales of 4.2788 million yuan, and the budget amount of related party transactions in natural gas sales after the additional is 8.3969 million yuan. For details, see the table below:
Additional estimates of daily related party transactions in FY2021
Unit: 10,000 yuan
2. Expected daily related party transactions with other affiliated enterprises affiliated to China Resources Gas Investment (China) Co., Ltd. in 2021
In 2021, the Company and its related party Chengdu China Resources Gas Engineering Co., Ltd. are expected to install and design additional projects in an additional amount of 35.412 million yuan.
In 2021, the Company and its related party, China Resources Gas Zhengzhou Engineering Construction Co., Ltd., are expected to add an additional construction design fee of 30 million yuan to the chengguan line and the gate station, and the estimated amount of related party transactions after the additional engineering construction design fee is 145.9954 million yuan. For details, see the table below:
3. Expected daily related party transactions with other related parties in 2021
In 2021, the Company and its related party Chengdu Qianjia Technology Co., Ltd. are expected to add 6.7434 million yuan in software design and development services, 10.70 million yuan in other engineering services, 13.111 million yuan in related party transactions of gas industry management software design and development services, and 23.836 million yuan in related party transactions in other engineering labor services. For details, see the table below:
2. Introduction of related parties and related relationships
(1) The basic situation of related parties
1. Chengdu Rongcheng Management Line Investment Co., Ltd
Address: No. 589 Jinzhou Road, Jinniu District, Chengdu
Legal representative: Wang Li
Registered capital: 260 million yuan
Business scope: investment, capital operation, asset operation management and the construction of its facilities in the construction of road underground pipeline infrastructure, project bidding, project investment consulting, investment, construction, operation and comprehensive utilization of information transmission infrastructure lines (shall not engage in illegal fund-raising, absorption of public funds and other financial activities); operation, comprehensive utilization and maintenance of underground pipeline resources; construction and management of municipal infrastructure involved in pipeline construction; user communication pipelines, user communication lines, Comprehensive wiring and its supporting equipment engineering construction and municipal public works construction. Construction, operation and maintenance management of comprehensive pipe corridors; management consulting services, engineering and technical consulting services, technical promotion services for new materials; intelligent building project consulting, design, construction; traffic safety, maintenance and service of public facilities and technical consulting; sales: building materials, communication pipes; landscape engineering design, construction; landscaping engineering design, construction; landscaping maintenance; garden plant planting, sales and leasing; big data resource services, database and cloud database services, cloud computing services , software development, blockchain technology related software services (excluding virtual currency). (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments).
2. Chengdu China Resources Gas Engineering Co., Ltd
Address: No. 102, 1st Floor, Building 1, No. 30 Jinji South Road, Wuhou District, Chengdu, Sichuan Province
Legal representative: Zheng Yiqiu
Registered capital: 50 million yuan
Business scope: city gas engineering construction; pipeline installation engineering construction; residential housing construction; petrochemical engineering; municipal road engineering construction; urban rail transit engineering construction; road, tunnel and bridge engineering construction; underground comprehensive pipe corridor engineering construction; landscaping engineering construction; electrical installation; pipeline and equipment installation. (Except for those involving the implementation of special management measures for access stipulated by the state) (projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments).
3. China Resources Gas Zhengzhou Engineering Construction Co., Ltd
Address: No. 50, Ruhe West Road, Zhongyuan District, Zhengzhou City
Legal representative: Fang Yonggan
Registered capital: CNY 104.4 million
Business scope: all kinds of engineering construction activities; housing construction and municipal infrastructure project engineering general contracting; building intelligent engineering construction; gas burning appliance installation, maintenance; residential interior decoration; construction professional operations; construction labor subcontracting; fire fighting facilities engineering construction; special equipment installation and renovation repair; surveying and mapping services; construction engineering survey; road cargo transportation (excluding dangerous goods); road cargo transportation (including dangerous goods) (according to the law, the project that requires approval can only carry out business activities after approval by the relevant departments, Specific business projects are subject to the approval documents or permits of relevant departments) General projects: foreign contracting projects; earth and stone engineering construction; metal door and window engineering construction; landscaping engineering construction; education consulting services (excluding education and training activities related to licensing approval); technical services, technology development, technical consultation, technical exchanges, technology transfer, technology promotion; loading and unloading and handling; general cargo warehousing services (excluding hazardous chemicals and other projects requiring license approval); safety technical training for special operators; machinery and equipment leasing Construction machinery and equipment leasing; transportation equipment leasing services; special equipment leasing; non-residential real estate leasing; car rental (except for projects that require approval according to law, independent business activities are carried out according to law with business licenses)
4. Chengdu Qianjia Technology Co., Ltd
Address: No. 536, Section 1, Southwest Airport 1st Road, Shuangliu District, Chengdu
Legal representative: Zhang Xichuan
Registered capital: 62,510,853 yuan
Business scope: intelligent instrumentation, computer software and hardware research and development, production, sales, technology transfer and service; electronic products technical services and consulting; system integration and automation control systems; municipal public works; electronic and intelligent engineering; surveying and mapping services and pipeline testing technical services; waterproof and anti-corrosion insulation engineering; pressure pipeline installation, maintenance; public safety technology and prevention engineering design and construction; engaged in the import and export of goods and technology foreign trade operations. (Projects that require approval according to law can only carry out business activities after approval by the relevant departments)
(2) Affiliation with listed companies
1. Chengdu Rongcheng Management Line Investment Co., Ltd. is another enterprise controlled by Chengdu Urban Construction Investment Management Group Co., Ltd., the controlling shareholder of the company.
2. Chengdu China Resources Gas Engineering Co., Ltd. is an enterprise controlled by China Resources Gas Investment (China) Co., Ltd., a shareholder of the company.
3. China Resources Gas Zhengzhou Engineering Construction Co., Ltd. is an enterprise controlled by China Resources Gas Investment (China) Co., Ltd., a shareholder of the company.
4. Chengdu Qianjia Technology Co., Ltd., which is a shareholding company of the company.
(3) Analysis of the implementation and performance capacity of related party transactions in the previous period
The above-mentioned related parties are registered and established in accordance with the law, legally exist and have normal production and operation, have a certain scale, and have good implementation of similar related party transactions in the early stage, and have good performance capabilities.
3. Main contents and pricing policies of related party transactions
The pricing of related party transactions between the company and the above-mentioned related parties is in accordance with the spirit of the relevant policies of the national government departments, and is strictly implemented in accordance with the provisions of the price authorities, while taking into account the fairness of the pricing of related party transactions, and following the principle of fairness, reasonableness and consensus. The company's operating management will decide the specific time to sign relevant agreements with related parties on recurring related party transactions according to the actual needs of daily operations to ensure the normal progress of daily operations.
4. The purpose of related party transactions and their impact on the company
(1) The necessity and continuity of the transaction
The company's transactions with related parties for daily business activities often occur, cooperation with related parties is the company's development strategy and production and operation needs, make full use of the resources owned by related parties to serve the company's production and operation, reduce the company's operating costs and procurement costs, while obtaining fair returns, is conducive to the company's daily business continuity, stability, is conducive to the steady growth of the company's operating performance.
(2) The transaction prices of the company and related parties are strictly implemented in accordance with the provisions of the price authority, and at the same time, taking into account the fairness of the pricing of related party transactions, and following the principle of fairness, reasonableness and consensus, there is no harm to the interests of the company and all shareholders, and it will not adversely affect the company's current and future financial situation and operating results.
(3) The company operates independently in terms of business, personnel, assets, institutions, finances, etc., and is not affected by the controlling shareholder, the actual controller and other related parties, and the above-mentioned related party transactions will not affect the independence of the company.
3. Prior approval opinions and independent opinions of the independent directors of Chengdu Gas Group Co., Ltd. on matters related to the ninth meeting of the second board of directors;
4. Verification opinion of CITIC Construction Investment Securities Co., Ltd. on Chengdu Gas Group Co., Ltd.'s adjustment of the forecast of daily related party transactions in 2021.
Stock code: 603053 Stock abbreviation: Chengdu Gas Announcement number: 2021-030
Announcement on the convening of the 2021 semi-annual results briefing meeting
● Meeting location: Shanghai Stock Exchange "SSE e Interactive" platform "SSE e Interview" column
● The way the meeting is held: network interaction
● Question Collection Method: Investors can send the questions of concern to the company's mailbox ([email protected]) before 17:00 on August 17, 2021, and Chengdu Gas Group Co., Ltd. (hereinafter referred to as the "Company") will answer the questions of general concern to investors at this briefing.
First, the type of briefing
On August 13, 2021, the Company disclosed the Company's 2021 Semi-Annual Report and related announcements on the website of the Shanghai Stock Exchange (www.sse.com.cn). In order to enhance the communication with investors and enable investors to have a more comprehensive and in-depth understanding of the company's situation, the company is scheduled to hold the 2021 semi-annual results briefing meeting in an interactive manner on August 19, 2021 (Thursday) from 15:00 to 16:00, and answer the questions of general concern to investors within the scope permitted by the information disclosure rules.
2. Explain the time and place of the meeting
2. The way the meeting is held: network interaction;
3. Address of the online interactive platform: Shanghai Stock Exchange "SSE e-interactive" platform "SSE e-interview" column (http://sns.sseinfo.com/talkIndex.do).
3. Participants
The participants in the performance briefing meeting included Mr. Luo Long, Chairman of the Company, Mr. Yang Ping, Vice Chairman and General Manager, Ms. Feng Ling, Deputy General Manager, and Ms. Xiong Lina, Secretary of the Board of Directors.
4. How investors participate
1. The company welcomes investors who are interested in participating in this briefing to send the issues of concern to the company's mailbox ([email protected]) in advance before August 17, 2021, and the company will answer the general concerns of investors at this briefing.
2. Investors can log in to the "SSE e Interview" column of the "SSE e Interactive" platform from 15:00 to 16:00 on August 19, 2021 to participate in the performance briefing online.
5. Contact person and consultation method
Contact Department: Office of the Board of Directors of the Company
Contact number: 028-87059930
Email: [email protected]
6. Other matters
After the briefing meeting, investors can view the holding of the briefing meeting and the main contents through the "SSE e-Interactive" platform of the Shanghai Stock Exchange.
board of directors