Securities code: 000539, 200539 securities abbreviation: Guangdong Electric Power Development Co.Ltd(000539) , Announcement No. of Guangdong electric power B: 2021-96
Corporate bond Code: 149113 corporate bond abbreviation: 20 Yuedian 01
Corporate bond Code: 149369 corporate bond abbreviation: 21 Yuedian 01
Corporate bond Code: 149418 corporate bond abbreviation: 21 Yuedian 02
Corporate bond Code: 149711 corporate bond abbreviation: 21 Yuedian 03
Guangdong Electric Power Development Co.Ltd(000539)
About the equity of wind power company
Announcement on capital increase to Guangdong Wind Power Generation Co., Ltd
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.
1、 Overview of foreign investment
1. Basic information of investment project
In order to further promote the large-scale and professional development of Guangdong Wind Power Co., Ltd. (hereinafter referred to as “Guangdong wind power company”), strengthen the resource synergy and agglomeration effect, and improve the comprehensive strength and market competitiveness of the company’s wind power business, The board of directors of Guangdong Electric Power Development Co.Ltd(000539) (hereinafter referred to as “the company” or “the company”) agrees that the company holds 70% equity of Guangdong Yuedian Zhanjiang Wind Power Co., Ltd. (hereinafter referred to as “Zhanjiang wind power company”), 81.79% equity of Guangdong Yuedian Leizhou Wind Power Co., Ltd. (hereinafter referred to as “Leizhou wind power company”) Guangdong Yuedian qujie Wind Power Generation Co., Ltd. (hereinafter referred to as “qujie wind power company”), Tongdao Yuexin Wind Power Generation Co., Ltd. (hereinafter referred to as “Tongdao Yuexin company”) and Nanfang offshore wind power joint development Co., Ltd. (hereinafter referred to as “Nanfang offshore wind power company”) increased their capital to Guangdong wind power company, The total amount of capital increase is 3218446900 yuan, which is finally adjusted and determined by the recorded evaluation price and the change amount of net assets corresponding to equity during the transition period.
2. Review of the board of directors and approval procedures necessary for the effectiveness of the transaction
On December 29, 2021, the fifth meeting of the 10th board of directors of the company considered and adopted the proposal on capital increase to Guangdong Wind Power Co., Ltd. with the equity of wind power company held by the company by 10 votes in favor, 0 against and 0 abstention. According to relevant regulations, the above foreign investment does not need to be submitted to the general meeting of shareholders of the company for deliberation.
3. The above foreign investment does not constitute related party transactions and does not constitute the measures for the administration of major asset restructuring of listed companies
Major asset restructuring as required.
2、 Basic information of investment object
1. Company name: Guangdong Wind Power Generation Co., Ltd
2. Unified social credit Code: 91440000231129717k
3. Legal representative: Yang Haisheng
4. Registered capital: 836.5129 million yuan (the company has subscribed a total of 7012.7 million yuan, with paid in capital contribution)
3218202900 yuan. At present, Guangdong wind power company is going through the formalities of industrial and commercial registration change for some new capital contributions, and the remaining subscribed amount will be increased in batches according to the progress of the project)
5. Address: room 2301 and 2401, No. 4, Tianhe East Road, Tianhe District, Guangzhou, Guangdong Province
Changnan tower (floors 27 and 28)
6. Business scope: engaged in the design, development, investment, construction and operation management of new energy such as wind energy, Cecep Solar Energy Co.Ltd(000591) , biomass and so on; R & D, application and promotion of new energy technologies; Inspection and maintenance of new energy related equipment; New energy technology training and consulting services.
7. Capital increase:
Before and after the capital increase
Proportion of subscribed shares to capital increase amount of shareholders contribution method proportion of subscribed shares to capital increase (RMB 10000) (RMB 10000) proportion (RMB 10000)
Guangdong electric power development 701270100% 321844.69 wind power company 100% 1023115.09100% equity of Co., Ltd
Total 701270100% 321844.69100% 1023115.09100%
By the end of 2020, the audited total assets of Guangdong wind power company were 8726.7933 million yuan and the total liabilities were 6333.4598 million yuan
Million yuan, with a net asset of 239333500 yuan; In 2020, the company realized an operating revenue of RMB 126.0716 million and a net profit of
7415300 yuan. As of September 30, 2021, the total assets of Guangdong wind power company were 14604.9262 million yuan, the total liabilities were 110224301 million yuan, the net assets were 3582.4961 million yuan, the operating income was 221.3258 million yuan, and the net profit was -47.3465 million yuan (Unaudited). After inquiring the information release and inquiry platform of the list of dishonest Executees in the national courts, Guangdong wind power company is not a dishonest executee.
The company increased capital to Guangdong wind power company with 70% equity of Zhanjiang wind power company, 81.79% equity of Leizhou wind power company, 100% equity of qujie wind power company, 100% equity of Tongdao Yuexin company and 10% equity of Nanfang offshore wind power company, The total amount of capital increase is 3218446900 yuan (finally adjusted and determined by the recorded evaluation price and the change amount of net assets corresponding to equity during the transition period). Before and after the capital increase, the equity structure of Guangdong wind power company has not changed, and the company still holds 100% of its equity.
3、 Basic information of equity contribution
(i) Guangdong Yuedian Zhanjiang Wind Power Generation Co., Ltd
Zhanjiang wind power company was established in October 2006 with a registered capital of 346.11 million yuan. Our company and Chaokang Investment Co., Ltd. (hereinafter referred to as “Chaokang company”) hold 70% and 30% equity respectively. Zhanjiang wind power company directly invested in the construction of Yangqian wind farm project with an installed capacity of 49.5mw, which was connected to the grid in May 2009. By the end of 2020, Zhanjiang wind power company had total assets of 735035900 yuan, total liabilities of 228492000 yuan and owner’s equity of 506543900 yuan; In 2020, the annual operating revenue was 154274500 yuan and the net profit was 39.6443 million yuan. According to the audit, by the end of September 2021, Zhanjiang wind power company had total assets of 476.4661 million yuan, total liabilities of 95.7212 million yuan and owner’s equity of 380.7449 million yuan; From January to September 2021, the operating income was 67.1892 million yuan and the net profit was 9.4327 million yuan. The company has obtained a written reply from Chaokang Investment Co., Ltd. on waiving its preemptive right.
（2） Guangdong Yuedian Leizhou Wind Power Generation Co., Ltd
Leizhou wind power company was established in March 2013 with a registered capital of 115.73 million yuan. Our company and Zhanjiang wind power company hold 81.79% and 18.21% equity respectively. Leizhou wind power company directly invested in the construction of hongxinlou wind farm with an installed capacity of 49.5mw, which was connected to the grid and put into operation in December 2017. By the end of 2020, Leizhou wind power company had total assets of 380.1497 million yuan, total liabilities of 255.762 million yuan and owner’s equity of 124.3877 million yuan; In 2020, the annual operating revenue was 45.4667 million yuan and the net profit was 10.2039 million yuan. According to the audit, by the end of September 2021, Leizhou wind power company had total assets of 371.0938 million yuan, total liabilities of 247.9038 million yuan and owner’s equity of 123.19 million yuan; From January to September 2021, the operating revenue was 29.1737 million yuan and the net profit was 5.824 million yuan. The company has obtained a written reply from Zhanjiang wind power company on waiving its preemptive right.
（3） Guangdong Yuedian qujie Wind Power Generation Co., Ltd
Qujie wind power company was established in April 2015 with a registered capital of 1479750000 yuan. It is a wholly-owned subsidiary of our company. Qujie wind power company’s investment projects include Xuwen Youhao wind farm (with an installed capacity of 49.5mw, which has been put into operation), Xuwen shibanling wind farm (with an installed capacity of 49.5mw, which has been put into operation), Zhanjiang wailuo offshore wind farm (with an installed capacity of 198mw, which has been put into operation), Zhanjiang wailuo offshore wind farm phase II (with an installed capacity of 203.5mw, which has been connected to the grid) Zhanjiang xinliao offshore wind farm (installed capacity 203.5mw, connected to the grid). At the end of 2020, qujie wind power company had total assets of 6166.03 million yuan, total liabilities of 4683.3135 million yuan and owner’s equity of 1482.7165 million yuan; In 2020, the annual operating revenue was RMB 48.14219 million and the net profit was RMB 193.503 million. According to the audit, by the end of September 2021, qujie wind power company had total assets of 8979.8868 million yuan, total liabilities of 720.20221 million yuan and owner’s equity of 1777.8647 million yuan; From January to September 2021, the company realized an operating revenue of RMB 27.12614 million and a net profit of RMB 22.9741 million. （4） Tongdao Yuexin Wind Power Generation Co., Ltd
Tongdao Yuexin company was established in August 2017 with a registered capital of 106.5 million yuan. It is a wholly-owned subsidiary of our company. Tongdao Yuexin company mainly invested in the construction of Tongdao dagaoshan wind farm with an installed capacity of 50MW, which was connected to the grid in September 2021. At the end of 2020, Tongdao Yuexin company had total assets of 233458200 yuan, total liabilities of 174176400 yuan and owner’s equity of 59.2818 million yuan; In 2020, the annual operating income will be 0 million yuan and the net profit will be -696200 yuan. According to the audit, by the end of September 2021, Tongdao Yuexin company had total assets of 362995900 yuan, total liabilities of 264029800 yuan and owner’s equity of 98.9661 million yuan. From January to September 2021, the company realized an operating revenue of 0 million yuan and a net profit of -199700 yuan. （5） South offshore wind power joint development Co., Ltd
Southern offshore wind power company was established in July 2012 with a registered capital of RMB 700 million. It is held by China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) , our company and Guangdong wind power company with 30%, 10% and 10% equity respectively, and the other five shareholders hold 10% equity respectively. Southern offshore wind power company mainly invests in the construction of Guishan offshore wind farm, with an installed capacity of 198mw. Phase I 120mW has been connected to the grid and put into operation by the end of 2020, and phase II 78mw is under construction, which is planned to be completed and put into operation by the end of 2021. By the end of 2020, China Southern offshore wind power company had total assets of 2499769200 yuan, total liabilities of 1840931800 yuan and owner’s equity of 658837400 yuan; In 2020, the annual operating revenue was 177923800 yuan and the net profit was 13491400 yuan. According to the audit, by the end of September 2021, the total assets of China Southern offshore wind power company were 3043.4575 million yuan, the total liabilities were 233.2465 million yuan and the owner’s equity was 71.1111 million yuan; From January to September 2021, the operating income was 102.3276 million yuan and the net profit was -7.121 million yuan. The company has obtained a written reply from the relative controlling shareholder of South offshore wind power company on waiving its preemptive right.
（6） Asset Pricing
According to the appraisal report on the value of all equity assets of shareholders of Guangdong Yuedian Zhanjiang Wind Power Co., Ltd. involved in the proposed acquisition of wind power assets held by Guangdong Electric Power Development Co.Ltd(000539) by Guangdong Yuedian Zhanjiang Wind Power Co., Ltd. (special general partnership) jointly entrusted by both parties to the transaction, and other reports issued on September 30, 2021, The appraisal values of all shareholders’ equity of the above five wind power companies assessed by asset-based method and income method are as follows:
Unit: 10000 yuan
Company name Zhanjiang wind power Leizhou wind power qujie wind power channel Guangdong New South offshore wind power
Owner’s equity 38074.4912319.00177786.479896.6171111.10
The appraisal value of the assets is 45884.9211502.94198541.279721.2971567.09, the basic premium is 7810.43-816.0620754.80-175.32455.99, and the appraisal value increases by 20.51% – 6.62% 11.67% – 1.77% 0.64%
Appraisal value 51636.0013542.00256797.004679.0081052.00 income premium 13561.511223.0079010.53-5217.619940.90 method
Evaluation value added 35.62% 9.93% 44.44% – 52.72% 13.98%
The above five
