The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.
The third meeting of the tenth board of directors of the company will be held by means of communication on July 20, 2022. The notice of the meeting will be sent by hand or by mail on July 13, 2022. After confirmation, all 9 directors of the company received the meeting notice. According to the requirements of the meeting procedures, 9 directors participated in the voting at the meeting and faxed or delivered the voting votes to the company before July 20. The aggregation of votes was completed on July 20 under the supervision of a director, a supervisor and an employee representative. The convening of this board meeting complies with the relevant laws, administrative regulations, departmental rules, normative documents and the company’s articles of association.
1. Considered and approved the “Proposal on the Remuneration Assessment of the Company’s Executives in 2021”
The meeting agreed to assess and realize the compensation of the company’s senior executives in 2021 in the following manner: in accordance with the company’s relevant measures for the management of senior executives’ compensation, management measures for the management of salary distribution for managers, and measures for management’s business performance assessment, combined with the company’s annual business performance assessment and profit completion, etc. Factors, after calculation, the basic annual salary standard of the company’s senior executives in 2021 is 324,100 yuan, the performance annual salary standard is 582,500 yuan, and the current total salary that can be paid is 906,600 yuan per person; the basic annual salary standard for deputy staff is 259,300 yuan, The average annual performance salary standard is 506,800 yuan (the performance annual salary standard is determined according to the annual assessment results, excellent and competent are 90% and 85% of the full-time performance salary standard respectively), and the current total salary that can be paid is 766,100 yuan per person; term incentive base According to 20% of the annual salary standard for full-time performance, it is approved as 116,500 yuan. The specific cash amount for senior executives will be approved and paid according to the assessment results after the end of one term (three years).
Because the chairman of the company Zhao Hu received remuneration from the company as the company’s party secretary, and the director Yuan Guangfu received remuneration from the company as the company’s general manager, this proposal involves the personal interests of the above two people. avoided voting.
The Remuneration and Appraisal Committee of the Company’s Board of Directors and the independent directors approved the proposal in advance and expressed relevant opinions.
2. Reviewed and approved the “Proposal on Amending the Reception and Promotion Work System of National Energy Group Changyuan Electric Power Co., Ltd.”
In order to better implement the requirements of the current relevant laws, regulations and normative documents, further standardize the behavior and management of reception and promotion, and strengthen the company’s promotion and exchanges and communication with the outside world, the meeting agreed to revise the “National Energy Group Changyuan Electric Power Co., Ltd. Company Reception and Promotion Work System”, approved for implementation.
For details, please refer to the “Reception and Promotion Work System of National Energy Group Changyuan Electric Power Co., Ltd.” disclosed on the CNINFO website on the same day.
3. Reviewed and approved the “Proposal on Amending the “Media Question Information Handling System of National Energy Group Changyuan Electric Power Co., Ltd.”
In order to better implement the requirements of the current relevant laws, regulations and normative documents, further improve the company’s ability to respond to media queries, establish a rapid response and emergency response mechanism, and promptly and properly handle media queries on the company’s social image, stock price and normal production and operation activities. The negative impact caused, and effectively protect the legitimate rights and interests of investors, the meeting agreed to revise the “National Energy Group Changyuan Electric Power Co., Ltd. Media Question Information Handling System”, approved for implementation.
Voting result: 9 votes in favor, 0 votes against, and 0 abstentions.
For details, please refer to the “Information Handling System for Media Questions of National Energy Group Changyuan Electric Power Co., Ltd.” disclosed by the company on www.cninfo.com.cn on the same day.
4. Reviewed and approved the “Proposal on Increasing Capital of Guoneng Changyuan Hanchuan Power Generation Co., Ltd. and Investing in the Construction of the Second Phase Project of Guoneng Changyuan Hanchuan New Energy Million-kilowatt Base”
The meeting agreed to increase the capital of Guoneng Changyuan Hanchuan Power Generation Co., Ltd., a wholly-owned subsidiary of the company’s wholly-owned subsidiary Guodian Hubei Electric Power Co., Ltd. The second phase of the kilowatt base project. The planned installed capacity of the project is 500,000 kilowatts, and the installed capacity of the DC side is 748,800 kilowatts; the total static investment of the project is 2,999,540,000 yuan (including the transmission project), the dynamic total investment is 3,045,080,000 yuan (including the transmission project), and the transmission project investment is 17 million yuan; According to the relevant boundary conditions, the total investment internal rate of return (before tax) of the project is 6.58%, and the capital internal rate of return is 8.60%, all of which meet the company’s photovoltaic project investment income threshold requirements.
The strategy committee and independent directors of the company’s board of directors approved the proposal in advance and expressed relevant opinions.
Voting result: 9 votes in favor, 0 votes against, and 0 abstentions.
For details, please refer to the “Announcement on Increasing Capital of Subsidiaries and Investing in the Construction of the Phase II Project of National Energy Changyuan Hanchuan New Energy Million-kilowatt Base” disclosed by the company on the same day in China Securities Journal, Securities Times and www.cninfo.com.cn ” (Announcement No.: 2022-079).
5. Reviewed and approved the “Proposal on Increasing the Capital of Guoneng Changyuan Suixian New Energy Co., Ltd. and Investing in the Construction of the First Phase Project of Guoneng Changyuan Suizhou Sui County New Energy Multi-energy Complementary Base of 100 million kilowatts”
The meeting agreed to increase the capital of the company’s wholly-owned subsidiary, National Energy Changyuan Suixian New Energy Co., Ltd. by RMB 398.04 million, and use it as the main body to invest in the construction of the first phase project of National Energy Changyuan Suizhou Suixian million kilowatt new energy and multi-energy complementary base. . The planned installed capacity of the project is 400,000 kilowatts, and the installed capacity of the DC side is 560,430 kilowatts; the total static investment of the project is 2,452,940,000 yuan (including the transmission project and allocated energy storage investment), and the dynamic total investment is 2,490,180,000 yuan (including the transmission project and allocated energy storage investment) investment), sending out and the opposite side interval project investment of 24.9 million yuan, and apportioning the energy storage investment of 25.9 million yuan; according to the relevant boundary conditions, the total investment internal rate of return (pre-tax) of the project is 6.60%, and the internal rate of return of capital is 8.51%, all satisfying The company’s photovoltaic project investment income threshold requirements.
The strategy committee and independent directors of the company’s board of directors approved the proposal in advance and expressed relevant opinions.
Voting result: 9 votes in favor, 0 votes against, and 0 abstentions.
For details, please refer to “About capital increase in wholly-owned subsidiaries and investment in the construction of National Energy Changyuan, Suizhou City, Suixian million kilowatt new energy and multi-energy complementary base” disclosed by the company on the same day in “China Securities Journal”, “Securities Times” and http://www.cninfo.com.cn Announcement of Phase I Project (Announcement No.: 2022-080).
6. Deliberated and approved the “Proposal on Increasing Capital of National Energy Changyuan Zhongxiang New Energy Co., Ltd. and Investing in the Construction of Zhongxiang Sub-project of National Energy Changyuan Jingmen Source, Network, Load and Storage Million-kilowatt New Energy Base”
The meeting agreed to increase the capital of the company’s holding subsidiary Guoneng Changyuan Zhongxiang New Energy Co., Ltd. (hereinafter referred to as Zhongxiang New Energy) by 578.69 million yuan (of which the company increased its capital by 376.15 million yuan according to the 65% shareholding ratio), and invested and constructed it as the main body. Zhongxiang Sub-project of National Energy Changyuan Jingmen City Source Grid Load Storage Million KW New Energy Base. The planned installed capacity of the project is 600,000 kilowatts, and the installed capacity of DC side is 822,432 thousand kilowatts; The project investment was 61.1 million yuan, and the energy storage power station investment was 59.2 million yuan; according to the relevant boundary conditions, the total investment internal rate of return (pre-tax) of the project was 6.25%, and the capital internal rate of return was 7.80%, all of which met the company’s photovoltaic project investment income threshold requirements . The above-mentioned capital increase needs to be considered and approved by the shareholders’ meeting of Zhongxiang New Energy Company.
The strategy committee and independent directors of the company’s board of directors approved the proposal in advance and expressed relevant opinions.
Voting result: 9 votes in favor, 0 votes against, and 0 abstentions.
For details, please refer to the “About capital increase in holding subsidiaries and investment in the construction of National Energy Changyuan, Jingmen City, Yuanwang, Heyuan, Net, and 1000,000-kilowatt new energy base Zhongxiangzi disclosed by the company on the same day in China Securities Journal, Securities Times and Juchao Information Online. Project Announcement (Announcement No. 2022-081).
3. Documents for reference
1. The resolution of the third meeting of the tenth board of directors of the company;
2. Opinions of independent directors at the third meeting of the tenth board of directors of the company.
Special announcement.
National Energy Group Changyuan Electric Power Co., Ltd. Board of Directors
July 21, 2022
Stock Code: 000966 Stock Abbreviation: Changyuan Electric Power No.: 2022-079
National Energy Group Changyuan Electric Power Co., Ltd.
About capital increase in subsidiaries and investment in construction
National Energy Changyuan Hanchuan City New Energy One Million KW
Announcement of the second phase of the base project
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.
I. Overview of Outbound Investment
In order to thoroughly implement the new development concept, implement the strategy of “carbon peaking and carbon neutrality”, optimize the company’s power supply structure, and increase the proportion of new energy power generation installed capacity, the company plans to pay cash to the wholly-owned subsidiary of the company’s wholly-owned subsidiary Guodian Hubei Electric Power Co., Ltd. The company Guoneng Changyuan Hanchuan Power Generation Co., Ltd. (hereinafter referred to as Hanchuan Company) increased its capital by 609.02 million yuan, and invested in the construction of the second phase of the new energy million kilowatt base project of Guoneng Changyuan Hanchuan City (hereinafter referred to as Hanchuan) as the main body. Base Phase II Project). The Hanchuan Base Phase II project is located in Huayan Farm and Mahe Town, Hanchuan City, with a total installed capacity of 500,000 kilowatts, a static investment of 2,999,540,000 yuan (including the delivery project), and a dynamic investment of 3,045,080,000 yuan (including the delivery project).
The company held the third meeting of the tenth board of directors on July 20, 2022, with 9 votes in favor, 0 votes against, and 0 abstentions. Proposal for the Phase II Project of Changyuan Hanchuan New Energy One Million KW Base”, the strategy committee and independent directors of the company’s board of directors approved the proposal in advance and expressed relevant opinions.
According to the relevant provisions of the “Shenzhen Stock Exchange Listing Rules (Revised in 2022)” and the company’s articles of association, this external investment does not need to be submitted to the company’s general meeting of shareholders for deliberation.
This matter does not constitute a related party transaction of the company, and does not belong to the major asset reorganization stipulated in the “Administrative Measures for Major Asset Restructuring of Listed Companies”.
2. Basic information of the investment target
(1) Subsidiaries for capital increase
1. Method of capital increase: This time, the capital of Hanchuan Company will be increased by RMB 609.02 million in cash. The amount of capital increase comes from the company’s own funds.
2. Basic information of the target company
Unified social credit code: 914209846764966404
Name: National Energy Changyuan Hanchuan Power Generation Co., Ltd.
Registered capital: 1,257,500,000 yuan
Type: limited liability company (sole proprietorship invested or controlled by a non-natural person)
Date of establishment: August 21, 2008
Legal representative: Zhang Sheng
Business Period: September 16, 2010 to September 15, 2040
Address: Economic Development Zone, Hanchuan City, Hubei Province
Scope of business: construction and operation of power projects; production and sales of electric energy; comprehensive utilization of power plant wastes; power technology consulting and services (only those involving special approvals can operate with valid licenses).
Shareholders and shareholding ratio: Guodian Hubei Electric Power Co., Ltd. 100%.
3. The operation of the target company
Hanchuan Company was established in August 2008 and is located in the Economic and Technological Development Zone of Hanchuan City, Hubei Province. It is the load center of Hubei Power Grid in Hubei Province. Hanchuan Company has built 2 units of 1 million kilowatts, which were put into operation on December 21, 2012 and August 18, 2016 respectively, and simultaneously built flue gas desulfurization and denitrification devices. In 2021, Hanchuan Company will generate 9.491 billion kWh of electricity throughout the year. After the completion of the capital increase, Hanchuan Company is still a wholly-owned subsidiary of Guodian Hubei Electric Power Co., Ltd., a wholly-owned subsidiary of the company, and the shareholding structure remains unchanged. The company’s key financial indicators for the most recent year are as follows:
Unit: ten thousand yuan
■
4. Through the company’s inquiry through the Credit China website, the National Enterprise Credit Information Publicity System, the China Enforcement Information Disclosure Network, the National Court Dishonest Person List Information Announcement and Inquiry Website, and the websites of the National Development and Reform Commission and the Ministry of Finance, Hanchuan Company has not been found. Be included in the list of dishonest persons subject to execution.
(2) Investment in the second-phase project of Hanchuan Base
The second-phase project of Hanchuan Base is located in Huayan Farm and Mahe Town, Hanchuan City. In October 2021, the project was included in the list of new energy million kilowatt base construction projects in Hubei Province in 2021; in May 2022, the project obtained the approval of Hanchuan City The Hubei Provincial Fixed Assets Investment Project Recording Certificate issued by the National Development and Reform Bureau; from November 2021 to May 2022, the project has obtained the approval of the environmental impact report and the soil and water conservation plan report. Up to now, the supporting documents for the project have been basically obtained, and the construction conditions of the project are basically clear or implemented. The total installed capacity of the project is 500,000 kilowatts, the static investment is 2,999.54 million yuan (including the delivery project), the dynamic investment is 3,045.08 million yuan (including the delivery project), and the delivery project investment is 17 million yuan.
3. Purpose of foreign investment, existing risks and impact on the company
(1) Investment purpose and advantages
Promoting the leap-forward development of non-fossil energy, promoting clean energy to become the main body of energy increment, optimizing the power supply structure, and improving the level of green development are the direction of national strategic planning, responding to the national “two-carbon” strategy and implementing “four revolutions, one cooperation” An important approach to a new strategy for energy security. Accelerating the development of new energy sources such as photovoltaics is an objective requirement for implementing the national energy development policy. The Hanchuan Base Phase II project has been included in the 2021 New Energy Million-kilowatt Base Construction Project List in Hubei Province.
The second phase of the Hanchuan Base project is located in an area rich in solar energy resources, with good resource utilization conditions, sufficient sunshine, high stability, and good development and utilization value. The project adopts the complementary development model of fishery and light, and makes full use of the upper area of the state-run fishery to build photovoltaic power stations, which does not occupy additional land resources and improves the land utilization rate. The project site is relatively low-lying, flat overall, with convenient traffic conditions and good access to the power grid. The overall construction conditions of the project are relatively good, and the project has certain profitability.
(2) Investment risk analysis
1. Electricity price risk: This project has been included in the list of affordable new energy projects in Hubei Province in 2021. In accordance with the national photovoltaic power generation project parity policy, the on-grid electricity price will implement the local thermal power benchmark electricity price. Under the background of dual carbon, new energy projects develop rapidly, and new energy gradually participates in market-oriented transactions, there is a certain possibility of a decline in the future on-grid electricity price, which will affect the economics of the project.
2. Investment risks: The recent market prices of photovoltaic modules and other equipment and materials have continued to rise due to rising raw material and logistics costs and the impact of the epidemic. The future trend of module prices is still unclear, and there is a certain risk of rising; the project site is dominated by fish ponds. Mainly, the underwater terrain is complex, and the construction of the project is more difficult than conventional ground power stations, which may cause uncertainty in the cost and certain uncertainty in the project investment.
3. Power curtailment risk: At present, Hubei’s new energy wind power and photovoltaics have unlimited power, but in the future, Hubei’s new energy sources will be connected to the grid on a large scale, and there are certain power curtailment risks in some areas.
(3) Impact on the company
The second-phase project of Hanchuan Base is in line with the company’s development strategy, and the overall construction conditions of the project are good. The construction of this project is conducive to increasing the company’s proportion of clean energy and optimizing the company’s power supply structure. The project has a certain profitability and can meet the requirements of the company’s project investment, which will help increase the company’s operating profit after it is put into operation.
4. Opinions of the independent directors of the company
The company’s independent directors reviewed the investment in advance and expressed their independent opinions as follows: the company’s investment in the construction of the second phase of the Hanchuan base is a powerful measure to implement the “carbon peak and carbon neutrality” strategy, which is in line with the company’s development strategy. In view of the fact that the Hanchuan Million Base and its second-phase sub-projects are located in Hanchuan City, relying on the flexibility of Hanchuan Company’s coal-fired power units to transform and increase the capacity for peak shaving This project has the advantages of coordinating and unified management, improving management level and saving management costs. The solar energy resources of the second phase project of Hanchuan Base have certain development value. The project has been filed and included in the list of new energy million kilowatt base construction projects in Hubei Province in 2021. The electricity, electricity price and consumption are basically guaranteed, and the overall construction conditions of the project are good. , has a certain profitability, can meet the requirements of the company’s project investment, and the implementation of the project will create good conditions for the construction of the Hanchuan million base and the pursuit of follow-up resources. The above-mentioned foreign investment matters of the company will not harm the interests of the company, shareholders, especially small and medium shareholders.
5. Others
After the disclosure of this announcement, the company will promptly perform the obligation of continuous information disclosure regarding other progress or changes in the investment and construction of the second phase of the Hanchuan base project.
6. Documents for reference
1. The resolution of the third meeting of the tenth board of directors of the company;
2. Opinions of independent directors at the third meeting of the tenth board of directors of the company;
3. Summary table of listed company transactions.
Special announcement.
National Energy Group Changyuan Electric Power Co., Ltd. Board of Directors
July 21, 2022
Stock Code: 000966 Stock Abbreviation: Changyuan Electric Power No.: 2022-080
National Energy Group Changyuan Electric Power Co., Ltd.
About capital increase in wholly-owned subsidiaries and investment in the construction of national energy
One million kilowatts of new energy and multi-energy in Suixian County, Suizhou City, Changyuan City
Announcement of Phase I Project of Complementary Base
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.
I. Overview of Outbound Investment
In order to thoroughly implement the new development concept, implement the strategy of “carbon peaking and carbon neutrality”, optimize the company’s power supply structure, and increase the proportion of new energy power generation installed capacity, the company plans to pay cash to the company’s wholly-owned subsidiary Guoneng Changyuan Suixian New Energy Co., Ltd. The company (hereinafter referred to as Suixian New Energy) increased its capital by 398.04 million yuan, and used it as the main body to invest in the construction of the first phase project of National Energy Changyuan Suizhou Suixian million kilowatt new energy and multi-energy complementary base (hereinafter referred to as the first phase project of Suixian base). ). The first-phase project of Suixian Base is located in Suixian County, Suizhou City, Hubei Province. The total installed capacity of the project is 400,000 kilowatts. The static investment is 2,452.94 million yuan (including the transmission project and the allocation of energy storage investment), and the dynamic investment is 2,490.18 million yuan (including the transmission project and allocated storage investment). able to invest).
The company held the third meeting of the tenth board of directors on July 20, 2022, with 9 votes in favor, 0 votes against, and 0 abstentions. Energy Changyuan Suizhou Suizhou Suizhou million kilowatts of new energy and multi-energy complementary base first phase project”, the strategy committee of the company’s board of directors and independent directors approved the proposal in advance, and expressed relevant opinions.
According to the relevant provisions of the “Shenzhen Stock Exchange Listing Rules (Revised in 2022)” and the company’s articles of association, this external investment does not need to be submitted to the company’s general meeting of shareholders for deliberation.
This matter does not constitute a related party transaction of the company, and does not belong to the major asset reorganization stipulated in the “Administrative Measures for Major Asset Restructuring of Listed Companies”.
2. Basic information of the investment target
(1) Information on capital increase of wholly-owned subsidiaries
1. Method of capital increase: This time, the capital increase of Suixian New Energy is 398.04 million yuan in cash, and the capital increase comes from the company’s own funds.
2. Basic information of the target company
Unified social credit code: 91421321MA7EB8N19B
Name: National Energy Changyuan Suixian New Energy Co., Ltd.
Registered capital: 100 million yuan
Type: limited liability company (sole proprietorship invested or controlled by a non-natural person)
Date of establishment: December 17, 2021
Legal representative: Li Hui
Business period: long term
Address: No. 125-131, 1st Floor, Building 3, Beigang Village (Yujingyuan), Lishan Town, Sui County
Business scope: power generation business, power transmission business, power supply (distribution) business; hydropower generation (projects subject to approval according to law can only carry out business activities after approval by relevant departments. The specific business projects are subject to the approval documents or licenses of relevant departments) .
Shareholders and shareholding ratio: National Energy Group Changyuan Electric Power Co., Ltd. 100%.
3. The operation of the target company
Suixian New Energy was established on December 27, 2021. It is mainly responsible for the development, construction and operation of new energy projects such as wind power, photovoltaics, and pumped storage in Suixian, Suizhou. The company currently has no substantial business operations. After the completion of this capital increase, Suixian New Energy is still a wholly-owned subsidiary of the company, and the shareholding structure remains unchanged.
4. Through the company’s inquiries through the Credit China website, the National Enterprise Credit Information Publicity System, the China Enforcement Information Disclosure Network, the National Court Dishonest Person List Information Announcement and Inquiry Website, and the websites of the National Development and Reform Commission and the Ministry of Finance, Suixian New Energy has not. Be included in the list of dishonest persons subject to execution.
(2) Investment in the first phase of the Suixian base project
The first phase of the Suixian base project is located in Suixian County, Suizhou City, Hubei Province. In October 2021, the project was included in the list of new energy million kilowatt base construction projects in Hubei Province in 2021; Hubei Province Fixed Assets Investment Project Recording Certificate; In March 2022, the project was approved for environmental impact report and soil and water conservation plan report. Up to now, the supporting documents for the project have been basically obtained, and the construction conditions of the project are basically clarified or implemented. The total installed capacity of the project is 400,000 kilowatts, the static investment is 2,452.94 million yuan (including the transmission project and the allocated energy storage investment), the dynamic investment is 2,490.18 million yuan (including the transmission project and the allocated energy storage investment), and the transmission and the opposite side interval project investment is 24.9 million yuan , share the energy storage investment of 25.9 million yuan.
3. Purpose of foreign investment, existing risks and impact on the company
(1) Investment purpose and advantages
Promoting the leap-forward development of non-fossil energy, promoting clean energy to become the main body of energy increment, optimizing the power supply structure, and improving the level of green development are the direction of national strategic planning, responding to the national “two-carbon” strategy and implementing “four revolutions, one cooperation” An important approach to a new strategy for energy security. Accelerating the development of new energy sources such as photovoltaics is an objective requirement for implementing the national energy development policy. The first phase of the Suixian base project has been included in the list of new energy million kilowatt base construction projects in Hubei Province in 2021.
The location of the first-phase project of the Suixian base belongs to an area rich in solar energy resources, with good resource utilization conditions, sufficient sunshine, high stability, and good development and utilization value. The project adopts the development mode of agricultural and photovoltaic complementary, and makes full use of the top of agricultural greenhouses to build photovoltaic power stations, which improves the land utilization rate. The site is between 80-200 meters above sea level. The proposed site is basically stable and suitable for engineering construction. The traffic conditions are convenient and the grid connection conditions are good. The overall construction conditions of the project are relatively good, and the project has certain profitability.
(2) Investment risk analysis
1. Electricity price risk: This project has been included in the list of affordable new energy projects in Hubei Province in 2021. In accordance with the national photovoltaic power generation project parity policy, the on-grid electricity price will implement the local thermal power benchmark electricity price. Under the background of dual carbon, new energy projects develop rapidly, and new energy gradually participates in market-oriented transactions, there is a certain possibility of a decline in the future on-grid electricity price, which will affect the economics of the project.
2. Electricity risk: The project site is dominated by low mountains and hills, with both mountains and alluvial plains. The terrain of mountains and hills is complex. When calculating the power generation amount of the project, the power generation calculation of complex terrain is more accurate than that of flat terrain. There is some uncertainty.
3. Investment risks: The recent market prices of photovoltaic modules and other equipment and materials have continued to rise due to rising raw material and logistics costs and the impact of the epidemic. The future trend of module prices is still unclear, there is a certain risk of rising, and there is a certain uncertainty in project investment. .
4. Power curtailment risk: At present, Hubei’s new energy wind power and photovoltaics have unlimited power. However, in the future, Hubei’s new energy sources will be connected to the grid on a large scale, and there are certain power curtailment risks in some areas.
(3) Impact on the company
The first phase of the Suixian base project is in line with the company’s development strategy, and the overall construction conditions of the project are good. The construction of this project is conducive to increasing the company’s clean energy proportion and optimizing the company’s power supply structure. The project has a certain profitability and can meet the requirements of the company’s project investment, which will help increase the company’s operating profit after it is put into operation.
4. Opinions of the independent directors of the company
The independent directors of the company reviewed the investment in advance and expressed their independent opinions as follows: the company increased its capital in Suixian New Energy, and used it as the main body to invest in the construction of the first phase of the Suixian base project to implement the strategy of “carbon peaking and carbon neutrality”. Strong measures are in line with the company’s development strategy. The solar energy resources of the project have certain development value. The project has been filed and included in the list of new energy million kilowatt base construction projects in Hubei Province in 2021. The electricity, electricity price and consumption are basically guaranteed. The overall construction conditions of the project are good and have certain Profitability can meet the requirements of the company’s project investment, and the implementation of this project will create good conditions for the construction of the million-dollar base in Suixian and the pursuit of follow-up resources. The above-mentioned foreign investment matters of the company will not harm the interests of the company, shareholders, especially small and medium shareholders.
5. Others
After the disclosure of this announcement, the company will promptly perform the obligation of continuous information disclosure regarding other progress or changes in the investment and construction of the first phase of the Suixian base project.
6. Documents for reference
1. The resolution of the third meeting of the tenth board of directors of the company;
2. Opinions of independent directors at the third meeting of the tenth board of directors of the company;
3. Summary table of listed company transactions.
Special announcement.
National Energy Group Changyuan Electric Power Co., Ltd. Board of Directors
July 21, 2022
Stock Code: 000966 Stock Abbreviation: Changyuan Electric Power No.: 2022-081
National Energy Group Changyuan Electric Power Co., Ltd.
About increasing capital and holding subsidiaries and investing in the construction of national energy
Changyuan Jingmen City source network load storage million kilowatts of new energy
Announcement of the Zhongxiang Sub-project of the Base
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.
I. Overview of Outbound Investment
In order to thoroughly implement the new development concept, implement the “carbon peak carbon neutrality” strategy, optimize the company’s power supply structure, and increase the proportion of new energy power generation installed capacity, the company plans to increase the company’s holding subsidiary Guoneng Changyuan Zhongxiang New Energy Co., Ltd. ( hereinafter referred to as Zhongxiang New Energy) has a capital of RMB 578.69 million. As a shareholder of Zhongxiang New Energy, the company plans to increase its capital by RMB 376.15 million according to the shareholding ratio of 65% (the above-mentioned capital increase is still subject to the deliberation and approval of the shareholders’ meeting of Zhongxiang New Energy), And it is the main body to invest in the construction of Zhongxiang Sub-project of National Energy Changyuan Jingmen City Source Grid Load-Storage New Energy Base of 1 million kilowatts (hereinafter referred to as the Zhongxiang Sub-project of Jingmen Base). The Zhongxiang Sub-project of Jingmen Base is located in Zhongxiang City, Hubei Province. The total installed capacity of the project is 600,000 kilowatts. The static investment is 3,342.69 million yuan (including the transmission project and energy storage investment), and the dynamic investment is 3,393.44 million yuan (including the transmission project and energy storage investment).
The company held the third meeting of the tenth board of directors on July 20, 2022, with 9 votes in favor, 0 votes against, and 0 abstentions. The Proposal of the Zhongxiang Sub-project of Changyuan Jingmen Yuanwang Load and Storage One Million KW New Energy Base”, the strategy committee of the company’s board of directors and independent directors have approved the proposal in advance and expressed relevant opinions.
According to the relevant provisions of the “Shenzhen Stock Exchange Listing Rules (Revised in 2022)” and the company’s articles of association, this external investment does not need to be submitted to the company’s general meeting of shareholders for deliberation.
This matter does not constitute a related party transaction of the company, and does not belong to the major asset reorganization stipulated in the “Administrative Measures for Major Asset Restructuring of Listed Companies”.
2. Basic information of the investment target
(I) Capital increase in holding subsidiaries
1. Method of capital increase: This time, Zhongxiang New Energy will increase its capital by RMB 376.15 million in cash, and the capital increase comes from the company’s own funds.
2. Basic information of the target company
Unified social credit code: 91420881MA4F56Q82M
Name: National Energy Changyuan Zhongxiang New Energy Co., Ltd.
Registered capital: 100 million yuan
Type: Other LLC
Date of establishment: November 30, 2021
Legal representative: Li Zeyuan
Operating Period: November 30, 2021 to November 29, 2051
Address: No. 13, Chengtian Middle Road, Zhongxiang City, Jingmen City, Hubei Province
Business scope: power generation business, power transmission business, power supply (distribution) business (projects subject to approval according to law can only carry out business activities after approval by relevant departments. The specific business projects are subject to the approval documents or licenses of relevant departments).
Shareholders and shareholding ratio: National Energy Group Changyuan Electric Power Co., Ltd. 65%; China Electric Power Engineering Consulting Group Zhongnan Electric Power Design Institute Co., Ltd. 35%.
3. The operation of the target company
Zhongxiang New Energy was established on November 30, 2021. It is mainly responsible for the investment, construction and operation management of photovoltaic, wind power, energy storage and other projects in Zhongxiang City, Jingmen City, Hubei Province. The company currently has no substantial business operations. After the completion of this capital increase, Zhongxiang New Energy will still be a holding subsidiary of the company, and the shareholding structure will remain unchanged.
4. Through the company’s inquiries through the Credit China website, the National Enterprise Credit Information Publicity System, the China Enforcement Information Disclosure Network, the National Court Dishonest Person List Information Announcement and Inquiry Website, and the websites of the National Development and Reform Commission and the Ministry of Finance, Zhongxiang New Energy has not been found. Be included in the list of dishonest persons subject to execution.
(2) Investment in Zhongxiang Sub-project of Jingmen Base
The Zhongxiang Sub-project of Jingmen Base is located in Zhongxiang City, Hubei Province. In October 2021, the project was included in the list of new energy million kilowatt base construction projects in Hubei Province in 2021; Asset investment project filing certificate; from May to June 2022, the project will obtain the approval of the environmental impact report and the water and soil conservation plan report. Up to now, the supporting documents for the project have been basically obtained, and the construction conditions of the project are basically clear or implemented. The total installed capacity of the project is 600,000 kilowatts, the static investment is 3,342.69 million yuan (including the transmission project and energy storage investment), the dynamic investment is 3,393.44 million yuan (including the transmission project and the energy storage investment), the transmission project investment is 61.1 million yuan, and the energy storage power station investment is 59.2 million yuan. million.
3. Purpose of foreign investment, existing risks and impact on the company
(1) Investment purpose and advantages
Promoting the leap-forward development of non-fossil energy, promoting clean energy to become the main body of energy increment, optimizing the power supply structure, and improving the level of green development are the direction of national strategic planning, responding to the national “two-carbon” strategy and implementing “four revolutions, one cooperation” An important approach to a new strategy for energy security. Accelerating the development of new energy sources such as photovoltaics is an objective requirement for implementing the national energy development policy. The Zhongxiang Sub-project of Jingmen Base has been included in the list of new energy million kilowatt base construction projects in Hubei Province in 2021. It is a base project to achieve large-scale development, high-proportion utilization and high-quality development of new energy.
The Zhongxiang Subproject of Jingmen Base is located in an area rich in solar energy resources, with good resource utilization conditions, sufficient sunshine, high stability, and good development and utilization value. The project adopts the development mode of complementary agriculture and light, making full use of low hills, ponds and general farmland to build photovoltaic power stations, without occupying additional land resources and improving land utilization. The site is 50-100 meters above sea level, the terrain is not undulating, the proposed site is basically stable, the traffic conditions are convenient, and the grid connection conditions are good. The overall construction conditions of the project are relatively good, and the project has certain profitability.
(2) Investment risk analysis
1. Electricity price risk: This project has been included in the list of affordable new energy projects in Hubei Province in 2021. In accordance with the national photovoltaic power generation project parity policy, the on-grid electricity price will implement the local thermal power benchmark electricity price. Under the background of dual carbon, new energy projects develop rapidly, and new energy gradually participates in market-oriented transactions, there is a certain possibility of a decline in the future on-grid electricity price, which will affect the economics of the project.
2. Investment risk: The recent market price of photovoltaic modules and other equipment and materials has continued to rise due to rising raw material and logistics costs and the impact of the epidemic. The future trend of module prices is still unclear, and there is a certain risk of rising; Mainly, the proposed construction site is a plain and hilly landform, and the construction of the project is more difficult than conventional ground power stations, which may have a certain impact on the construction cost, and there is a certain uncertainty in the project investment.
3. Power curtailment risk: At present, Hubei’s new energy wind power and photovoltaics have unlimited power, but in the future, Hubei’s new energy sources will be connected to the grid on a large scale, and there are certain power curtailment risks in some areas.
(3) Impact on the company
The Zhongxiang Subproject of Jingmen Base is in line with the company’s development strategy, and the overall construction conditions of the project are good. The construction of this project is conducive to increasing the proportion of clean energy and optimizing the company’s power supply structure. The project has a certain profitability and can meet the requirements of the company’s project investment, which will help increase the company’s operating profit after it is put into operation.
4. Opinions of the independent directors of the company
The company’s independent directors reviewed the investment in advance and issued independent opinions as follows: The company’s capital increase in Zhongxiang New Energy, and the investment and construction of the Jingmen base Zhongxiang sub-project as the main body is a powerful measure to implement the “carbon peak carbon neutrality” strategy , in line with the company’s development strategy. The solar energy resources of the project have certain development value. The project has been included in the list of new energy million kilowatt base construction projects in Hubei Province in 2021. The electricity, electricity price and consumption are basically guaranteed. The overall construction conditions of the project are good and have certain profitability. It can meet the requirements of the company’s project investment, and the implementation of the project will create good conditions for the follow-up resources of the Jingmen Million Base. The above-mentioned capital increase needs to be considered and approved by the shareholders’ meeting of Zhongxiang New Energy Company. The above-mentioned foreign investment matters of the company will not harm the interests of the company, shareholders, especially small and medium shareholders.
5. Others
After the disclosure of this announcement, the company will promptly perform the obligation of continuous information disclosure regarding other progress or changes in the investment and construction of the Zhongxiang Subproject of Jingmen Base.
6. Documents for reference
1. The resolution of the third meeting of the tenth board of directors of the company;
2. Opinions of independent directors at the third meeting of the tenth board of directors of the company;
3. Summary table of listed company transactions.
Special announcement.
National Energy Group Changyuan Electric Power Co., Ltd.
Board of Directors
July 21, 2022Return to Sohu, see more
