Stock Code: 600900 stock abbreviation: China Yangtze Power Co.Ltd(600900) Announcement No.: 2021-061
China Yangtze Power Co.Ltd(600900)
With regard to the announcement of receiving the inquiry letter on information disclosure of the reorganization plan of China China Yangtze Power Co.Ltd(600900) Co., Ltd. from Shanghai Stock Exchange, the board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents.
China Yangtze Power Co.Ltd(600900) (hereinafter referred to as “the company”) convened the 30th meeting of the Fifth Board of directors on December 10, 2021, and deliberated and adopted the
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And its abstract. For details, see the relevant announcement disclosed by the company on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on December 11.
On December 24, 2021, the company received the inquiry letter on information disclosure of China Yangtze Power Co.Ltd(600900) restructuring plan (szgh [2021] No. 3021, hereinafter referred to as the “inquiry letter”) from Shanghai Stock Exchange. The specific contents of the inquiry letter are hereby announced as follows:
“After reviewing the plan for issuing shares, issuing convertible corporate bonds, paying cash to purchase assets and raising supporting funds and related party transactions submitted by your company (hereinafter referred to as the plan), the following problems need to be further explained and explained by your company:
1、 About the water inflow of hydropower stations subordinate to the subject company. The main assets of the target company, Wudongde and Baihetan Hydropower Stations, are located in the lower reaches of Jinsha River Basin. The power generation and operating performance of the hydropower station are obviously affected by the water inflow of the river basin. The uncertainty, seasonal fluctuation and difference of water inflow will have an important impact on the power production and operating performance of the target company. The company is requested to make supplementary disclosure: (1) specify the main factors affecting the subsequent water inflow of the hydropower stations subordinate to the target company, with emphasis on the impact of unnatural factors; (2) the distribution of hydropower stations and water storage capacity in the middle and upper reaches of Jinsha River Basin at present and in the foreseeable future, and evaluate the impact of the above hydropower station water storage policy on the power generation capacity of the hydropower stations subordinate to the target company; (3) Whether the target company has formed joint dispatching agreement or other arrangements with other hydropower stations in Jinsha River Basin, and whether it can reduce the impact of unnatural factors on the water inflow of hydropower stations; (4) If the power generation capacity of the hydropower station subordinate to the target company is greatly affected by the water inflow of the river basin, please fully remind the risk. Please ask the financial consultant for comments. II. The Baihetan Hydropower Station subordinate to the target company. The plan discloses that the Baihetan Hydropower Station is still in the construction period and has not been fully put into operation for power generation, there are still some unfinished works of the project, and the final completion settlement of the project has not been carried out 。 If the final settlement amount of future project completion is different from the current actual project cost, it will lead to the adjustment of the current recorded asset value. The company is requested to make supplementary disclosure: (1) the current construction progress of Baihetan Hydropower Station, the proportion of power generation currently put into operation, and the estimated completion time; (2) explain the capital scale, capital source, corresponding capital cost to be invested in the full operation of Baihetan Hydropower Station, and whether relevant factors are considered in the transaction consideration; (3) The unit scale, grid connection time, power generation and profitability of Baihetan Hydropower Station; (4) in combination with the above situation, explain whether the transaction complies with the relevant provisions of the restructuring measures. Please give your opinions.
3、 About Wudongde Hydropower Station subordinate to the subject company. According to the plan, the approved installed capacity of Wudongde Hydropower Station is 10.2 million KW, which has been put into operation. The company is requested to make supplementary disclosure: (1) the current operating performance of Wudongde Hydropower Station project, including but not limited to operating income, operating cost, net profit, gross profit margin and return on net assets; (2) compare the profitability of Wudongde Hydropower Station with that of the listed company, and explain whether the above projects can effectively enhance the profitability of the listed company; (3) Whether the completion of Baihetan Hydropower Station will affect the water inflow / power generation of Wudongde Hydropower Station and further affect its business performance. If so, please further explain the impact and prompt relevant risks. Please give comments to the financial consultant.
4、 About industry policy. Plan disclosure, national development and Reform Commission The Energy Bureau issued the notice on the orderly release and development of power consumption plan (fgjg [2017] No. 294), which made it clear that the existing clean energy power generation such as large hydropower, wind power and Cecep Solar Energy Co.Ltd(000591) power generation in the national plan should be guaranteed through the priority power generation plan. The company is requested to make supplementary disclosure: (1) the proportion of the target company’s put into operation part participating in the priority power generation plan; (2) The current electricity price of the priority power generation plan; (3) in combination with the above situation, explain the specific impact of the priority power generation plan on the power consumption of the target company. Please give your opinions.
5、 About the preferential tax policies of the subject company. The plan disclosed that at present, Yunchuan company enjoys the policy of “three exemptions and three reductions by half” for paying enterprise income tax. If Yunchuan company cannot continue to enjoy the above tax preferences due to the expiration of the policy or policy changes in the future, the profitability of Yunchuan company may be affected. The company is requested to make supplementary disclosure: (1) the starting and ending time and specific contents of the above preferential tax policies, as well as the current impact on the company’s operating performance; (2) explain the impact of the changes in the above preferential tax policies on the future operating performance and asset evaluation of the subject company. The financial consultant is requested to give opinions.
6、 Follow up capital investment of the target company. According to the plan, as of September 30, 2021, the total assets of the subject company were 225.499 billion yuan, the total liabilities were 172.340 billion yuan, and the asset liability ratio was 76.43%. The company is requested to make supplementary disclosure: (1) the composition of long-term and short-term liabilities of the current target company, including but not limited to debt structure, scale, term, average capital cost and interest expense; (2) assess the impact on the asset liability ratio and capital repayment pressure of the listed company after the acquisition; (3) The capital transactions and guarantees between the target company and its controlling shareholders, and whether there are currently capital occupation and other external guarantees. Please give your opinions.
Please make disclosure immediately after receiving this inquiry letter, reply to our department in writing for the above problems within 5 trading days, and modify the reorganization plan accordingly. ”
According to the requirements of the inquiry letter, the company will actively organize relevant parties to reply and timely fulfill the obligation of information disclosure.
China Securities News, Shanghai Securities News, securities times, China Three Gorges Project News and the website of Shanghai Stock Exchange (www.sse. Com.. CN) are the designated information disclosure media of the company. All information of the company shall be subject to the announcement published by the company in the above media. Please invest rationally and pay attention to investment risks.
It is hereby announced.
China Yangtze Power Co.Ltd(600900) board of directors December 26, 2021
