Securities code: An Hui Wenergy Company Limited(000543) securities abbreviation: An Hui Wenergy Company Limited(000543) Announcement No.: 202211 An Hui Wenergy Company Limited(000543)
Announcement on paying cash to purchase assets and providing guarantee according to shareholding ratio
An Hui Wenergy Company Limited(000543) (hereinafter referred to as “the company” or “the company”) and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
Special tips:
1. The company plans to acquire 51% equity of Anhui Wanneng Environmental Power Generation Co., Ltd. (hereinafter referred to as “environmental power generation”) held by Anhui Energy Group Co., Ltd. (hereinafter referred to as “energy group”) in cash, with a transaction price of RMB 187272 million. In view of the fact that the energy group assumed joint and several guarantee liabilities for the environmental protection power generation loan of RMB 1.65 billion before this transaction, after the completion of this transaction, the company shall bear joint and several guarantee liabilities for the environmental protection power generation loan of RMB 840 million according to the proportion of capital contribution (51%). Up to now, the above guarantee agreement has not been signed. 2. The trading object of this transaction, energy group, is the controlling shareholder of the company. This transaction constitutes a related party transaction, and the related directors have avoided voting when the board of directors deliberated on matters related to this transaction.
3. Before and after this transaction, the actual controllers of the company are Anhui SASAC, and the controlling shareholders are energy group. This transaction will not lead to the change of control of listed companies. According to the relevant provisions of the reorganization management measures, this transaction does not constitute a major asset reorganization, and this transaction does not constitute backdoor listing.
4. This transaction needs to be deliberated and approved by the general meeting of shareholders of the company, and related shareholders shall avoid voting when deliberating matters related to this transaction at the general meeting of shareholders.
1、 Overview of this connected transaction
1. Basic information of related party transactions
On March 15, 2022, the 11th meeting of the 10th board of directors of the company deliberated and approved the proposal on paying cash to purchase assets and providing guarantee according to the shareholding ratio. The company plans to purchase 51% equity of environmental power generation held by energy group in cash. This transaction constitutes a connected transaction, does not constitute a major asset reorganization, and does not constitute backdoor listing.
In view of the fact that the energy group assumed joint and several guarantee liabilities for the environmental protection power generation loan of RMB 1.65 billion before this transaction, after the completion of this transaction, the company shall bear joint and several guarantee liabilities for the environmental protection power generation loan of RMB 840 million according to the proportion of capital contribution (51%). Up to now, the above guarantee agreement has not been signed.
According to the requirements of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange, this transaction needs to be submitted to the general meeting of shareholders for deliberation.
2. Pricing basis of related party transactions
The company hired Walker (Beijing) International Assets Appraisal Co., Ltd. with securities and futures qualification to evaluate the environmental protection power generation based on September 30, 2021, And issued the asset appraisal report [(2021) No. 2312] (hereinafter referred to as the “appraisal report”) on the value of all equity of the shareholders of Anhui Wanneng environmental protection power generation Co., Ltd. involved in the equity project of An Hui Wenergy Company Limited(000543) proposed acquisition of Anhui Wanneng environmental protection power generation Co., Ltd. (hereinafter referred to as the “appraisal report”). The appraisal value of all equity of the shareholders of environmental protection power generation is 3592 million yuan. From the appraisal base date to the delivery date, The energy group increased the capital of environmental protection power generation by 200 million yuan, and the cash dividend of environmental protection power generation to the energy group was 120 million yuan. The total transaction price of 51% equity of the subject company of this transaction was 187272 million yuan, accounting for 9.68% of the company’s latest audited net assets.
The transaction price of the underlying asset = [the appraisal value of the target company + the capital increase of Party A to the target company from the appraisal base date (excluding the appraisal base date) to the delivery date (including the delivery date) – the cash dividend of the target company to Party A from the appraisal base date (excluding the appraisal base date) to the delivery date (including the delivery date)] 51%.
3. According to Article 12 of the reorganization management measures, this transaction does not constitute a major asset reorganization; According to Article 44 of the measures for the administration of reorganization, this transaction shall be disclosed accordingly. Before and after this transaction, the actual controllers of the company are Anhui SASAC and the controlling shareholders are energy group. This transaction will not lead to the change of control of listed companies. According to the relevant provisions of the reorganization management measures, this transaction does not constitute backdoor listing.
4. This transaction needs to be deliberated and approved by the general meeting of shareholders of the company, and related shareholders shall avoid voting when deliberating matters related to this transaction at the general meeting of shareholders.
2、 Introduction to related parties of transaction
1. Association relationship
Up to now, energy group directly holds 54.93% of the equity of the company and indirectly holds 1.81% of the equity of the company through its wholly-owned subsidiary Anhui Wanneng Energy Materials Co., Ltd; Energy group holds 56.74% of the equity of the company through direct and indirect means, and is the controlling shareholder of the company. According to the stock listing rules, energy group is the affiliated legal person of the company.
2. Basic information of related parties
Energy group is a wholly state-owned company funded by Anhui provincial government and subordinate to Anhui state owned assets supervision and Administration Commission. Its actual controller is Anhui state owned assets supervision and Administration Commission.
Anhui Energy Group Co., Ltd
Enterprise nature: limited liability company (solely state-owned)
Registered address: energy building, No. 76, Ma’anshan Road, Baohe District, Hefei City, Anhui Province
Legal representative: Chen Xiang
The registered capital is 4.375 billion yuan
Unified social credit code 9134 Shahe Industrial Co.Ltd(000014) 8941608m
Date of establishment: April 9, 1990
General business items: operation of state-owned assets, project investment and management, business scope, foreign economic and technological cooperation, exchange and service, business information and investment information consulting services, and evaluation of investment conditions of construction projects.
Major shareholders and shareholding ratio Anhui state owned assets supervision and Administration Commission, 100%
Office address: energy building, No. 76, Ma’anshan Road, Baohe District, Hefei City, Anhui Province
Energy group is not a dishonest person.
3. Financial status of related parties
Unit: 10000 yuan
December 31, 2021 December 31, 2020 project
(Unaudited) (audited)
Total assets 703049934559315948
Total liabilities 374038806219407214
Total owner’s equity 329011128339908733
20212020
project
(Unaudited) (audited)
Main business income 2808872230336578
Net profit -363012928426821
4. Accumulated various connected transactions with the connected person
From the beginning of this year to the deliberation date of this meeting, the company has accumulated 29479842 million yuan of various related party transactions with related party energy group and its controlled enterprises.
(including the deposit balance of the finance company of 9291405 million yuan and the loan balance of 2015577 million yuan)
The daily business transactions between the company and energy group and its affiliates have fulfilled the necessary approval procedures; The company has no relationship with its property rights, business, assets, creditor’s rights and debts, personnel and other relationships that may or have caused the listed company to favor its interests.
3、 Introduction to the subject matter of the transaction (secured party)
1. Basic information of the subject company (as of the benchmark date)
Name: Anhui Wanneng environmental protection power generation Co., Ltd
Nature of enterprise state owned enterprise
Registered in Hefei, Anhui
Legal representative: Li Zhongliang
The registered capital is 2755 million yuan
Unified social credit code 91340000574413787m
Date of establishment: May 4th, 2011
The investment in environmental protection power generation projects and the construction and operation of relevant facilities, the construction, operation and maintenance of municipal environmental infrastructure, the operation and management of environmental sanitation facilities, equipment and working vehicles, and the clearance, transportation, treatment and disposal of urban domestic waste and kitchen waste, Investment and management of municipal sewage sludge and industrial sewage sludge treatment and disposal projects, classified treatment of general industrial waste, and sanitary business scope of domestic waste
Investment and operation management of sanitary landfill and related service facilities, soil remediation engineering, investment consulting services, relevant technical consulting services, sales of electromechanical equipment, technical training consulting services; Information technology consulting services and management business; Entrusted testing and inspection services for environmental protection consumables of the power plant, and the purchase and sale of power materials. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholders and shareholding ratio Anhui Energy Group Co., Ltd., 100%
Office address of Xinneng building, No. 9, Dalian Road, Baohe Industrial Zone, Hefei, Anhui Province
11th floor
Note: as of the benchmark date of the appraisal, the registered capital of the subject company’s environmental protection power generation is 2755 million yuan
The paid in capital is 2855 million yuan. On December 27, 2021, energy group increased the capital of environmental protection power generation by 200 million yuan. At present, the registered capital of environmental protection power generation is 3055 million yuan, and the registration change of market supervision and Administration Bureau has been completed.
2. Main financial data of the subject company
The financial data of environmental protection power generation in 2020 and January September 2021 have been audited by Tianzhi International Certified Public Accountants (special general partnership) and issued a standard unqualified audit report (Tianzhi Zi [2021] No. 43511). The main financial data of environmental protection power generation in the latest year and phase I are as follows:
Unit: Yuan
September 30, 2021 December 31, 2020
Accounts receivable 10741175618975641296624
Total assets 925046217147790280398293
Total liabilities
