About Ningxia Jiaze Renewables Corporation Limited(601619)
Draft information of major asset purchase and related party transactions
Reply to disclosure inquiry letter
Index page number
Reply to the inquiry letter on information disclosure of the draft of major asset purchase and related party transactions 1-8
Unless otherwise specified herein, the following abbreviations have the following meanings: common terms
The company, the company and Ningxia Jiaze Renewables Corporation Limited(601619) refer to Ningxia Jiaze Renewables Corporation Limited(601619)
The target enterprise and ningbai fund refer to Ningxia ningbai Industrial Investment Fund (limited partnership)
Pingyuan Guorui refers to Pingyuan Guorui new energy Co., Ltd
Ningjin Ruihong refers to Ningjin Ruihong new energy Co., Ltd
Shanghe Guorui refers to Shanghe Guorui new energy Co., Ltd
Jingxian Zhongdian refers to Jingxian Zhongdian new energy Co., Ltd
Ningjin Ningjin new energy Co., Ltd
Pingyuan Ruifeng refers to Pingyuan Ruifeng new energy Co., Ltd
Pingyuan Tianrui refers to Pingyuan Tianrui new energy Co., Ltd
Shanghe Guorun refers to Shanghe Guorun new energy Co., Ltd
Tangyin Fulu refers to Tangyin Fulu new energy Co., Ltd
Guyuan smart refers to Guyuan Smart Energy Co., Ltd
Zhurunguyuan refers to zhurunguyuan photovoltaic power generation Co., Ltd
ShineWing certified public accountants, Chaoyang men North Street, Dongcheng District, Beijing Tel: + 86 (010) 65542288 phone: + 86 (010) 65542288
9/F, Block A, Fu Hua Mansion ,
ShineWing No.8, Chaoyangmen Beidajie,
Dongcheng District, Beijing, fax: + 86 (010) 65547190 certified public accounts 100027, P.R.China facile: + 86 (010) 65547190 about Ningxia Jiaze Renewables Corporation Limited(601619)
Draft information of major asset purchase and related party transactions
Reply to disclosure inquiry letter
Shanghai Stock Exchange:
According to the report on Ningxia Jiaze Renewables Corporation Limited(601619) major assets issued by your firm on February 7, 2022
The requirements of the information disclosure inquiry letter of the draft purchase and related party transactions (hereinafter referred to as the "inquiry letter") have been carefully verified and implemented one by one. The implementation of the inquiry letter is explained as follows:
Question 1: the draft discloses that the total book value of the main production and operation assets, machinery and equipment of the target enterprise is 4.28 billion yuan,
The depreciation period is 20 years and the annual depreciation rate is 4.75%, which is lower than that of Companies in the same industry. Please explain the reason and rationality of the low depreciation rate compared with the companies in the same industry in combination with the construction of machinery and equipment, time of fixed assets conversion, renewal rate, capacity utilization rate, production and consumption, etc. Financial consultants and accountants are invited to express their opinions.
Company reply:
1、 The construction of machinery and equipment, time of fixed assets conversion, newness rate, capacity utilization, production and consumption of the target enterprise
The target enterprise currently has 11 power generation project companies, including 10 wind power companies and 1 photovoltaic power generation company
According to the company, the construction of machinery and equipment, conversion time, renewal rate, capacity utilization rate, production and consumption of each power generation project company are as follows:
Company name, construction content and scale license / operation period, renewal rate at the time of fixed assets conversion (%)
Pingyuan Guorui has an installed capacity of 50MW, 20 generator units with a single unit capacity of 2.5MW and a 110kV booster station of 92.92 100.17 on April 30, 2020
Ningjin Ruihong has an installed capacity of 50MW, 20 generator sets with a single unit capacity of 2.5MW and a 110kV booster station of 92.50 95.77 on March 31, 2020
Shanghe Guorui has an installed capacity of 100MW, 40 generator units with a single unit capacity of 2.5MW and a 110kV booster station of 96.25 99.83 on December 31, 2020
Ningjin Guorui has an installed capacity of 50MW, 20 generator units with a single unit capacity of 2.5MW and a 110kV booster station of 95.83 124.26 on November 30, 2020
Pingyuan Ruifeng has an installed capacity of 50MW, 20 generator units with a single unit capacity of 2.5MW and a 110kV booster station of 96.25 105.40 on December 31, 2020
Pingyuan Tianrui has an installed capacity of 50MW and 20 generator units with a single unit capacity of 2.5MW. It shares a booster station of 96.25 105.61 on December 31, 2020 with Pingyuan Guorui
Shanghe Guorun has an installed capacity of 100MW and 40 generator units with a single unit capacity of 2.5MW. It shares a booster station of 96.25 101.53 on December 31, 2020 with Shanghe Guorui
Jingxian Zhongdian phase I has an installed capacity of 50MW, installed 20 generator units with a unit capacity of 2.2MW, 3 generator units with a unit capacity of 88.33 81.67 for 20 years on May 31, 2019 and a 220kV booster station
Guyuan Smart has an installed capacity of 150MW, 50 generator units with a single unit capacity of 3MW and a 220kV booster station. It will be 97.50 62.07 on March 31, 2021
Zhurunguyuan has an installed capacity of 30MW and 90936 photovoltaic modules with a capacity of 330W are installed; Energy storage installed capacity 20 years 2020 / 12 / 31 96.25 62.58 10MW
Tangyin volt Green has an installed capacity of 32MW, with 6 generator units with a single unit capacity of 2MW and 8 generator units with a single unit capacity of 2.5MW. 2020 / 03 / 31, 94.17 and 86.30 will be installed on 2020 / 08 / 31
In terms of the permitted operation period, as of September 30, 2021, except that Tangyin Fulu is a decentralized power generation project and does not need to obtain the power business license, other project companies subordinate to the subject enterprise have obtained the power business license issued by the national energy administration, and the permitted operation time is 20 years.
Tangyin Fulu's actual operating life is also 20 years.
In terms of time and renewal rate of fixed assets conversion, the project companies subordinate to the target enterprise successively completed the fixed assets conversion from May 2019 to March 2021. Among them, Jingxian CLP phase I project has the earliest time to convert to fixed assets, which will be completed on May 31, 2019; The fixed assets conversion of Guyuan smart project shall be completed on March 31, 2021 at the latest; Most of the remaining projects will be completed by the end of 2020. Affected by the time of conversion to fixed assets, the newness rate of Jingxian CLP phase I project is relatively low, 88.33%, and the newness rate of other electric fields is more than 92.50%.
The utilization rate of wind power projects in the above table is calculated by dividing the actual utilization rate of wind power projects in the company's research projects in September 20212021. In addition, wind power and photovoltaic power generation industry equipment can generally operate stably and generate power within the licensed operation period, without involving production and consumption data.
2、 Reasons and rationality for the low depreciation rate of the target enterprise compared with companies in the same industry
The depreciation method, service life, estimated net salvage value and annual depreciation rate of the machinery and equipment of the target enterprise are as follows:
Category depreciation life (year) estimated residual value rate (%) annual depreciation rate (%)
Machinery and equipment 20 years 5 4.75
The depreciation life of the target enterprise, comparable listed companies in the same industry and Ningxia Jiaze Renewables Corporation Limited(601619) fixed assets is as follows:
Category Cecep Wind-Power Corporation(601016) Jiangsu New Energy Development Co.Ltd(603693) China Three Gorges Renewables (Group) Co.Ltd(600905) Zhongmin Energy Co.Ltd(600163) Ningxia Jiaze Renewables Corporation Limited(601619)
Machinery and equipment 5-20 years 10-20 years 5-32 years 8-20 years 20 years
Annual depreciation rate 4.75% - 19.00% 4.75% - 9.50% 2.97% - 19.00% 4.75% - 11.87% 4.75%
Data source: comparable listed companies in the same industry and Ningxia Jiaze Renewables Corporation Limited(601619) 2021 interim report.
During the reporting period, the business of the target enterprise was relatively concentrated, and the revenue of wind power business accounted for a relatively high proportion. The machinery and equipment were mainly wind turbine generators, towers, related transmission and distribution and control systems and other wind power generation related equipment. According to the design standards of the international wind power industry, the design service life of wind turbines shall not be less than 20 years. In fact, the manufacturer will consider leaving a certain margin in the design process to fully ensure the safe and reliable operation of the unit. The wind turbine must pass and obtain the product design certification certificate and product type certification certificate issued by the international or Chinese recognized authorized organization before entering the market. At present, the authorized institutions of international and Chinese design certification mainly include: German GL certification, China Classification Society certification and China Appraisal and balance certification. On the whole, the depreciation life of the machinery and equipment of the target enterprise is consistent with the design service life of the wind turbine.
At the same time, from the perspective of the depreciation policy of fixed assets of Listed Companies in the same industry, the depreciation life of wind turbine units and power transmission and transformation equipment, which account for a high proportion of machinery and equipment, is usually 20 years, and the parts of machinery and equipment with a depreciation life less than 20 years are mostly other related equipment. Specifically, according to the prospectus disclosed by Cecep Wind-Power Corporation(601016) in August 2014, the depreciation life of fan units and power transmission and transformation equipment is 20 years, and the depreciation life of other relevant equipment is 5-20 years; According to the report on major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions disclosed by Zhongmin Energy Co.Ltd(600163) in April 2015, its fans
