沈阳惠天热电股份有限公司关于控股子公司接受沈东热电热源调峰热量回补关联交易的公告

Core Viewpoint - The announcement details a related party transaction where the company's subsidiary, Shenyang Second Heating Supply Co., Ltd., will sell heat to Shenyang Shendong Thermal Power Co., Ltd. during the 2025-2026 heating season, with a total transaction amount not exceeding 8 million yuan [2][4]. Group 1: Related Party Transaction Overview - On October 15, 2025, the company approved a proposal for its subsidiary to sell heat to Shendong Thermal Power, with pricing structured into two parts: 32.04% at no less than 79.55 yuan per gigajoule and 67.96% at no less than 59.27 yuan per gigajoule [2][4]. - The total expected heat sale is approximately 90,000 gigajoules, with a transaction amount capped at 8 million yuan, including related costs [2][3]. Group 2: Emergency Heat Supply Mechanism - In response to potential supply instability due to electricity market fluctuations and extreme weather, an emergency mechanism will be established to supplement heat supply from Shendong Thermal Power to the company's heating network during severe weather conditions [3][11]. - The total heat supply from Shendong Thermal Power during emergencies is also expected to be capped at 90,000 gigajoules, with the same financial limits as the regular transaction [3][9]. Group 3: Related Party Information - Shendong Thermal Power is a wholly-owned subsidiary of the company's controlling shareholder, and there is a direct relationship due to shared board members [5][7]. - As of December 31, 2024, Shendong Thermal Power reported total assets of 170.58 million yuan and a net loss of 36.21 million yuan for the year [8]. Group 4: Transaction Approval Process - The board of directors held a meeting on January 21, 2026, to approve the related party transaction, with independent directors confirming the transaction's fairness and lack of harm to minority shareholders [4][13]. - The independent directors unanimously agreed to submit the transaction for board approval, emphasizing the need for effective resource management and operational efficiency [14][24].