Securities code: Harbin Jiuzhou Group Co.Ltd(300040) securities abbreviation: Harbin Jiuzhou Group Co.Ltd(300040) Announcement No.: 2022021 bond Code: 123089 bond abbreviation: Jiuzhou transfer 2
Harbin Jiuzhou Group Co.Ltd(300040)
With regard to the announcement on the transfer of 100% equity of some power stations and related party transactions by wholly-owned subsidiaries, the company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. Harbin Jiuzhou Energy Investment Co., Ltd. (hereinafter referred to as “Jiuzhou energy”), a wholly-owned subsidiary of Harbin Jiuzhou Group Co.Ltd(300040) (hereinafter referred to as “the company” or ” Harbin Jiuzhou Group Co.Ltd(300040) “), intends to cooperate with the equity investment fund Ronghe Diantou No. 1 (Jiaxing) venture capital partnership (limited partnership) (hereinafter referred to as “Ronghe No. 1”) Ronghe Diantou No. 3 (Jiaxing) venture capital partnership (limited partnership) (hereinafter referred to as “Ronghe No. 3”) signed an equity transfer agreement. Ronghe No. 1 and Ronghe No. 3 transferred 100% of the equity of Qiqihar Enrui Cecep Solar Energy Co.Ltd(000591) Power Generation Co., Ltd. and Qiqihar Qunli Cecep Solar Energy Co.Ltd(000591) power Generation Co., Ltd. (hereinafter referred to as “two companies”) to Jiuzhou energy, The transfer price is 35 Shanghai Pudong Development Bank Co.Ltd(600000) yuan.
2. This transaction needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation
1、 Transaction overview:
On February 28, 2022, Harbin Jiuzhou Group Co.Ltd(300040) held the 25th meeting of the 7th board of directors, deliberated and approved the proposal on wholly-owned subsidiaries transferring 100% equity of some power stations and related party transactions, and agreed that Jiuzhou energy planned to transfer 100% equity of two companies jointly held by Ronghe No. 1 and Ronghe No. 3 at the price of RMB 35 Shanghai Pudong Development Bank Co.Ltd(600000) (hereinafter referred to as “this transaction”).
Jiuzhou energy and Ronghe No. 1 are wholly-owned subsidiaries and holding equity investment funds of the company respectively. This transaction constitutes a related party transaction and does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
This transaction needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Basic information of the counterparty:
(I) Ronghe Diantou No.1 (Jiaxing) venture capital partnership (limited partnership)
1. Company type: limited partnership;
2. Registration authority: administrative examination and approval Bureau of Nanhu District, Jiaxing City;
3. Address: room 104-61, building 1, fund Town, No. 1856, Nanjiang Road, Nanhu District, Jiaxing City, Zhejiang Province; 4. Registered capital: 575 million yuan;
5. Unified social credit Code: 91330402ma2b8hq065;
6. Business scope: venture capital and investment management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
7. Major shareholders and shareholding ratio: Harbin Jiuzhou Group Co.Ltd(300040) 60%; State Power Investment Group Industrial Fund Management Co., Ltd. 40%;
8. Ronghe No.1 is an equity investment fund controlled by Harbin Jiuzhou Group Co.Ltd(300040) and belongs to the affiliated company
9. Ronghe-1 is not a dishonest executee
10. Financial data of the last two years:
Unit: Yuan
December 31, 2021 December 31, 2020
Total assets 6383663134164938270991
Total liabilities 63297936401981260473
Paid in capital 575000 Shenzhen Fountain Corporation(000005) 7500000000
Net assets 5750683770162957010518
Project: January December 2021 January December 2020
Operating income 0
Total profit 43956 Hangzhou Juheshun New Material Co.Ltd(605166) 363855778
Net profit 43956 Hangzhou Juheshun New Material Co.Ltd(605166) 363855778
Note: the financial data of 2020 were audited by Daxin Certified Public Accountants (special general partnership) (SZ [2021] No. 101818); The financial data for 2021 are unaudited.
(II) Ronghe Diantou No.3 (Jiaxing) venture capital partnership (limited partnership)
1. Company type: limited partnership;
2. Registration authority: administrative examination and approval Bureau of Nanhu District, Jiaxing City;
3. Address: room 104-63, building 1, fund Town, No. 1856, Nanjiang Road, Nanhu District, Jiaxing City, Zhejiang Province; 4. Registered capital: 30 million yuan;
5. Unified social credit Code: 91330402ma2b8hq49j;
6. Business scope: venture capital and investment management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
7. Major shareholders and shareholding ratio: 96.67% of Shanghai China Power Investment and new energy investment management center (limited partnership); State Power Investment Group Industrial Fund Management Co., Ltd. 3.33%;
8. Ronghe No. 3 is not a dishonest person to be executed
9. Financial data of the last two years:
Without actual operation, the total assets, total liabilities, income and net profit in the past two years are 0.
3、 Basic information of transaction object
(I) Qiqihar Angrui Cecep Solar Energy Co.Ltd(000591) Power Generation Co., Ltd
1. Target company: Qiqihar Angrui Cecep Solar Energy Co.Ltd(000591) Power Generation Co., Ltd;
2. Date of establishment: April 21, 2016;
3. Registered capital: 7.201 million yuan;
4. Registration authority: market supervision and Administration Bureau of angxi District, Qiqihar city;
5. Registered address: yushutun village, yushutun Town, angxi District, Qiqihar City, Heilongjiang Province;
6. Business scope: Cecep Solar Energy Co.Ltd(000591) power generation; Investment, development, management and technical consulting services for Cecep Solar Energy Co.Ltd(000591) photovoltaic power generation project; Aquaculture of freshwater fish; Raising of ducks and geese.
7. Major shareholders and shareholding ratio: Ronghe Diantou No.1 (Jiaxing) venture capital partnership (limited partnership) 99.99%; Ronghe power investment No. 3 (Jiaxing) venture capital partnership (limited partnership) 0.01%.
8. (1) according to the audit report and financial statements of Qiqihar Angrui Cecep Solar Energy Co.Ltd(000591) Power Generation Co., Ltd. (Xin Kuai Shi Bao Zi (2021) No. zl50249) issued by Lixin Certified Public Accountants (special general partnership), as of November 30, 2021, the book net assets of qiqiqihar Angrui Cecep Solar Energy Co.Ltd(000591) Power Generation Co., Ltd. were 8.6805 million yuan.
(2) According to the assets appraisal report of equity project of Qiqihar Angrui Cecep Solar Energy Co.Ltd(000591) Power Generation Co., Ltd. (zhongtonghua pingbao Zi (2021) No. 031980) issued by Beijing zhongtonghua Assets Appraisal Co., Ltd., with November 30, 2021 as the appraisal base date, The appraisal value of Qiqihar Angrui Cecep Solar Energy Co.Ltd(000591) Power Generation Co., Ltd. by using the income method is 13.2 million yuan.
(3) Combined with the above evaluation results, through negotiation between the parties to the transaction, it is determined that the transaction price is 13.1 million yuan, which is paid by Jiuzhou energy in cash. The transaction price is fair and does not damage the interests of the company or shareholders. 9. Main financial data of the subject company for one year and one period:
Unit: Yuan
Project: November 30, 2021 December 31, 2020
Total assets 29198350722809574473
Total liabilities 20517809542021897752
Paid in capital 720000000
Net assets 8680541187876721
Project from January to November 2021 to December 2020
Operating income 339429241392947702
Total profit 82562086111267499
Net profit 80377397107489272
Note: the financial data from January to November 2021 were audited by Lixin Certified Public Accountants (special general partnership). The financial data of 2020 were audited by Tianjian Certified Public Accountants (special general partnership).
(II) Qiqihar Qunli Cecep Solar Energy Co.Ltd(000591) Power Generation Co., Ltd
1. Target company: Qiqihar Qunli Cecep Solar Energy Co.Ltd(000591) Power Generation Co., Ltd;
2. Date of establishment: April 21, 2016;
3. Registered capital: 12.015 million yuan;
4. Registration authority: market supervision and Administration Bureau of angxi District, Qiqihar city;
5. Registered address: yushutun village, yushutun Town, angxi District, Qiqihar City, Heilongjiang Province;
6. Business scope: Cecep Solar Energy Co.Ltd(000591) power generation; Investment, development, management and technical consulting services for Cecep Solar Energy Co.Ltd(000591) photovoltaic power generation project; EPC services; Aquaculture of freshwater fish; Raising of ducks and geese.
7. Major shareholders and shareholding ratio: Ronghe Diantou No.1 (Jiaxing) venture capital partnership (limited partnership) 99.99%; Ronghe power investment No. 3 (Jiaxing) venture capital partnership (limited partnership) 0.01%.
8. (1) according to the “Qiqihar Qunli Cecep Solar Energy Co.Ltd(000591) Power Generation Co., Ltd.” (Xin Hui Shi Bao Zi (2021) No. zl50244) issued by Lixin Certified Public Accountants (special general partnership), as of November 30, 2021, the net assets of Qiqihar Qunli Cecep Solar Energy Co.Ltd(000591) Power Generation Co., Ltd. were 143265 million yuan.
(2) According to the assets appraisal report on equity project of Qiqihar Qunli Cecep Solar Energy Co.Ltd(000591) Power Generation Co., Ltd. (zhongtonghua pingbao Zi (2021) No. 031981) issued by Beijing zhongtonghua Assets Appraisal Co., Ltd., with November 30, 2021 as the appraisal base date, The appraisal value of Qiqihar Qunli Cecep Solar Energy Co.Ltd(000591) Power Generation Co., Ltd. by income method is 22.6 million yuan.
(3) Combined with the above evaluation results, through negotiation between the parties to the transaction, it is determined that the transaction price is 22.5 million yuan, which is paid by Jiuzhou energy in cash. The transaction price is fair and does not harm the interests of the company or shareholders. 9. Main financial data of the subject company for one year and one period:
Unit: Yuan
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