Securities code: Hubei Energy Group Co.Ltd(000883) securities abbreviation: Hubei Energy Group Co.Ltd(000883) Announcement No.: 2022017 Hubei Energy Group Co.Ltd(000883)
Announcement on the acquisition of equity of Zhongqi LECHU clean energy (Tianmen) Co., Ltd. by a wholly-owned subsidiary of the company
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.
1、 Overview of investment
1. In order to implement the strategic deployment of Xi Jinping general secretary "carbon peak and carbon neutralization" and the objectives of the company's "14th five year plan", and further expand the company's new energy installation scale, Hubei Energy Group Co.Ltd(000883) (hereinafter referred to as the company) plans to acquire 100% equity of Zhongqi LECHU clean energy (Tianmen) Co., Ltd. (hereinafter referred to as LECHU Tianmen) at an equity consideration of no more than 104597 million yuan by the wholly-owned subsidiary Hubei Energy Group Co.Ltd(000883) group new energy development Co., Ltd. (hereinafter referred to as the new energy company), accept all assets and bear all liabilities. The total investment (equity value + total liabilities) of the project shall not exceed 62.5 million yuan.
2. The 17th meeting of the ninth board of directors of the company deliberated and approved the acquisition of the equity of Zhongqi LECHU clean energy (Tianmen) Co., Ltd. by the company's subsidiary. The effective number of votes of the board of directors is 8, including 8 affirmative votes, 0 negative votes and 0 abstention votes.
3. This item does not constitute a related party transaction and does not belong to the major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of counterparty
Company name: Zhongqi LECHU clean energy (Wuhan) Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Registered address: Building 6, block a, Qiaokou golden triangle, No. 1, Zhongshan Avenue, Qiaokou District, Wuhan City, Hubei Province, 43 / F (2) Office No. - 5, building 6, shopping center
Legal representative: Zhou Hong
Registered capital: 10 million yuan
Unified social credit Code: 91420104ma49cmar26
Main business scope: investment, development, construction and management of wind power generation projects, photovoltaic power generation projects, biomass power generation projects and energy storage projects; System integration of wind power, photovoltaic, biomass power generation and energy storage products and sales of equipment parts; Provide technical consultation, technical services and technology transfer for wind power generation projects, photovoltaic power generation projects, biomass power generation projects and energy storage projects. (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
Major shareholder: Zhonghui LECHU new energy (Wuhan) Co., Ltd. holds 100%
Zhongqi LECHU clean energy (Wuhan) Co., Ltd. (hereinafter referred to as LECHU Wuhan) is not a dishonest executee. LECHU Wuhan has no relationship with the company.
3、 Basic information of investment object
The target company, LECHU Tianmen, was registered and established on January 20, 2020 with a registered capital of 10 million yuan with the approval of Tianmen market supervision and Administration Bureau. The company is the project company of Lushi Town, Tianmen City (phase I) 100000 kW and (phase II) 50000 kW agricultural photovoltaic complementary power generation project (hereinafter referred to as Lushi photovoltaic or target project). In July 2021, phase II will be connected to the grid with full capacity of 50000 kW, and phase I will be connected to the grid with full capacity of 100000 kW at the end of December.
As of February 28, 2022, the total assets of LECHU Tianmen were 6195147 million yuan and the net assets were 104596 million yuan. The electricity revenue from January to February 2022 has not been settled yet. According to the agreement, this part of the revenue is obtained by the acquirer.
LECHU Tianmen company is a wholly-owned subsidiary of LECHU Wuhan. There are no provisions restricting shareholders' rights other than laws and regulations in the articles of association or other documents, and there is no situation that other shareholders have an impact on this transaction. Le Chu Tianmen is not a person who has broken his promise.
4、 Main contents of the agreement to be signed
1. Consideration for equity transfer
According to the current situation of the photovoltaic power station held by the project company, the parties agree that the transferor will transfer 100% equity of the project company to the transferee in accordance with the terms and conditions agreed in this agreement, and the transferee will transfer 100% equity of the project company held by the transferor in the form of debt undertaking (within the disclosed and audited liabilities) in accordance with the terms agreed in this agreement, And pay 10459600 yuan (in words: RMB ten million four hundred and fifty-nine thousand six hundred yuan) for equity transfer in accordance with the agreement
2. Terms of payment
(1) Payment terms of the first phase of funds:
This agreement has been signed and entered into force; Complete the industrial and commercial change registration of shareholders of the project company, including but not limited to the change registration of directors, managers, legal representatives and supervisors of the project company (the aforesaid candidates shall be designated by the transferee and provide the change registration materials).
(2) Payment terms of phase II capital:
The transferor shall deliver to the transferee the business license (original and duplicate) of the project company that has been registered for the change of industrial and commercial enterprise information, the official seal, corporate seal, special seal for contract, special seal for finance, special seal for invoice, bank seal and other seals of the project company, as well as the account book and bank account;
The transferor and the transferee's designated personnel shall sign the handover letter at the transferee's company site for handover, and the transferee's designated personnel shall take over the target company and the project company.
(3) Payment conditions of the third phase of funds
Complete the fire acceptance and other procedures and relevant acceptance procedures.
3. Transition period
The benchmark date of this transaction is July 31, 2021, and the transition period refers to the period from the benchmark date to the delivery date. The parties agree that the profits and losses during the transition period belong to the transferee. Within thirty (30) working days after the closing date, the audit unit hired by the transferee shall conduct supplementary audit and issue the transition period audit report. The profit and loss in the transition period shall be subject to the transition period audit report.
4. Representations and warranties
After the equity transfer of the project company is completed, the project company will pay relevant funds according to the general contract within the price of the cost control level of no more than 622.5 million yuan, and the excess part shall be borne by the transferor. If the final settlement project cost exceeds 622.5 million yuan, the transferor shall bear it by itself.
5. Liability for breach of contract
If the transferor fails to complete the equity transfer as agreed and is overdue for more than sixty (60) days, the transferee has the right to terminate this Agreement and require the transferor to return the equity transfer payment paid by the transferee. The transferor shall compensate for all losses incurred by the transferee.
5、 Pricing basis of this transaction
Zhonglian assets appraisal group Co., Ltd. has appraised the assets of the subject company on July 31, 2021. According to the appraisal results, the book value of all shareholders' equity (net assets) of LECHU Tianmen on the benchmark date is 104597 million yuan, the appraisal value of asset-based method is 105278 million yuan, and the appraisal value of income method is 10.6 million yuan. The transaction price is based on the evaluation value of the evaluation institution and through friendly negotiation between the two parties, the equity acquisition price is not less than 104597 million yuan.
The price of this equity transaction is based on the evaluation value of the third-party asset evaluation institution and determined by both parties through negotiation; The total investment price of the project is determined according to the market cost and friendly negotiation between both parties. The pricing is fair and reasonable, and there is no damage to the interests of the company and its shareholders.
6、 Purpose, existing risks and impact on the company of this foreign investment
This project investment can further expand the company's installed capacity of new energy, accelerate the transformation to clean, efficient and low-carbon energy, help to improve the energy supply guarantee capacity and enhance the functional positioning of the company's two platforms. The profit during the operation period of the project is good, which can effectively improve the business performance of the company. In this investment, there are potential risks such as undisclosed contingent liabilities and civil litigation of the transferor, and the profit is less than expected due to the fluctuation of spot trading price in the power market. The company will require the transferor to promise that there is no undisclosed debt problem, and specify in the share transfer agreement that the loss is borne by the transferor, strengthen marketing work, and ensure the profitability of the project.
7、 Documents for future reference
1. Hubei Energy Group Co.Ltd(000883) the resolution of the 17th meeting of the ninth board of directors; 2. Cooperation agreement on 100MW (phase I) and 50MW agricultural photovoltaic complementary power generation project in Lushi Town, chutianmen City, zhongqile
3. Equity transfer agreement of Zhongqi LECHU clean energy (Tianmen) Co., Ltd
Hubei Energy Group Co.Ltd(000883) board of directors March 31, 2022
