Securities code: Chn Energy Changyuan Electric Power Co.Ltd(000966) securities abbreviation: Chn Energy Changyuan Electric Power Co.Ltd(000966) Announcement No.: 2022064 Chn Energy Changyuan Electric Power Co.Ltd(000966)
Announcement on the impairment test report of the underlying assets injected by major asset restructuring
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.
In accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies, as well as the relevant requirements of the agreement on issuing shares and paying cash to purchase assets and the agreement on impairment compensation of the agreement on issuing shares and paying cash to purchase assets (hereinafter referred to as the “impairment compensation agreement”) signed by the company and the National Energy Investment Group Co., Ltd. (hereinafter referred to as the “national energy group”), on May 20, 2022, The first meeting of the 10th board of directors was held, and the proposal on the impairment test report of the injected target assets of major asset restructuring was considered and adopted. The relevant information is hereby announced as follows:
1、 Basic information of major assets
(I) overview of issuing shares and paying cash to purchase assets
The 13th meeting of the 9th board of directors held on November 17, 2020, the 14th meeting of the 9th board of directors held on December 24, 2020 and the first extraordinary general meeting of 2021 held on January 13, 2021 deliberated and adopted the proposal on the company’s scheme of issuing shares, paying cash to buy assets and raising supporting funds and related party transactions.
According to the agreement on issuing shares and paying cash to purchase assets signed between the company and national energy group, the company purchases 100% equity of Guodian Hubei Electric Power Co., Ltd. (hereinafter referred to as Hubei company) by issuing shares and paying cash to it.
According to the assets appraisal report of Guodian Chn Energy Changyuan Electric Power Co.Ltd(000966) Co., Ltd. on the total equity value of shareholders of Guodian Hubei Electric Power Co., Ltd. involved in issuing shares and paying cash to purchase assets (zqhpbz [2020] No. 1552) issued by Beijing zhongqihua Assets Appraisal Co., Ltd., as of the benchmark date of appraisal, September 30, 2020, The total equity value of Hubei company is 6121610400 yuan based on the market method. According to the agreement on issuing shares and paying cash to purchase assets, the transaction price of 100% equity of Hubei company is 61216104 million yuan through friendly negotiation between the transaction parties. The company issued 1441376398 shares and paid 918241600 yuan in cash to the national energy group at the price of 3.61 yuan / share to purchase 100% equity of Hubei company.
(II) progress of asset restructuring
On January 8, 2021, the state owned assets supervision and Administration Commission of the State Council issued the reply on matters related to asset restructuring and supporting financing of Guodian Chn Energy Changyuan Electric Power Co.Ltd(000966) Co., Ltd. (state owned property right [2021] No. 8), agreeing to the company’s plan of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions.
On March 17, 2021, the CSRC issued the reply on approving Guodian Chn Energy Changyuan Electric Power Co.Ltd(000966) Co., Ltd. to issue shares to purchase assets and raise supporting funds to the State Energy Investment Group Co., Ltd. (zjxk [2021] No. 868). This issuance was approved by the CSRC.
On April 2, 2021, the industrial and commercial change registration procedures for the transfer of 100% equity of Hubei company to the company’s name were completed.
On April 28, 2021, the company privately issued 1441376398 shares to the national energy group and was listed on the Shenzhen Stock Exchange.
2、 Asset impairment compensation arrangement
According to the impairment compensation agreement signed between the company and national energy group, if the subject asset Hubei company in this transaction is impaired during the impairment commitment period (20212023), it shall compensate the company in accordance with the provisions of the impairment compensation agreement.
After the end of each fiscal year within the impairment commitment period, the company shall employ an evaluation institution or valuation institution to evaluate or value the underlying assets and issue a special evaluation report or valuation report. According to the evaluation results or valuation results, the company will conduct impairment test on the underlying assets, and hire an accounting firm with business qualification to issue a special audit report on impairment test. After the impairment test, if the value of the underlying asset is impaired compared with the transaction price, the national energy group shall calculate the amount to be compensated for the impairment part to the company according to the following agreement and compensate it year by year:
The amount to be compensated in the current year = the amount of impairment of the underlying asset in the current year – the accumulated compensated amount in the impairment commitment period
The above impairment amount of the underlying assets in the current year is the transaction price of the underlying assets minus the evaluation value or valuation of the underlying assets at the end of the current year, and the impact of capital increase, capital reduction, gift acceptance and profit distribution of the shareholders of the underlying assets during the impairment commitment period shall be deducted.
The subject of compensation obligation shall give priority to the shares obtained in this transaction for compensation. When the shares are insufficient for compensation, it shall be compensated in cash. The total amount of compensation shall not exceed the total transaction consideration paid by the company to China National Energy Group in accordance with the agreement on issuing shares and paying cash to purchase assets.
(1) Number of shares to be compensated in the current year = compensation amount in the current year ÷ issue price of this transaction; If the company transfers capital reserve or distributes stock dividends during the compensation period, the number of shares to be compensated for the impairment test assets in the current year shall be adjusted to the number of shares to be compensated calculated according to the above formula × (1 + proportion of share dividends transferred or distributed). If the number of compensation shares calculated according to the above formula is less than 0, it is taken as 0, and the compensated shares will not be reversed.
(2) Cash amount to be compensated in the current year = amount to be compensated in the current year – (number of compensated shares in the current year) × The issue of shares to purchase assets (issue price per share).
3、 Preparation basis of impairment test report
The company has prepared an impairment test report in accordance with the relevant provisions of the administrative measures for major asset restructuring of listed companies and the impairment compensation agreement, The impairment test of the underlying assets involved in this restructuring on December 31, 2021 is based on the appraisal report on the value of assets of all shareholders’ equity of Guodian Hubei Electric Power Co., Ltd. (zqhpbz [2022] No. 1246) involved in the Chn Energy Changyuan Electric Power Co.Ltd(000966) impairment test project issued by Beijing zhongqihua asset appraisal Co., Ltd. according to the appraisal report, The appraisal result of all shareholders’ equity of Hubei company on the benchmark date of December 31, 2021 is 63432963 million yuan. According to the special audit report on impairment test of Chn Energy Changyuan Electric Power Co.Ltd(000966) major asset restructuring injected target assets (Xin Hui Shi Bao Zi [2022] No. ze10200) issued by Lixin Certified Public Accountants (special general partnership), as of December 31, 2021, the target assets had not been impaired.
4、 Impairment test conclusion of underlying assets
Through the above tests, we believe that as of December 31, 2021, the assessed value of the underlying asset is higher than the transaction price, and there is no impairment.
5、 Documents for future reference
1. Resolution of the first meeting of the 10th board of directors of the company;
2. Opinions of independent directors at the first meeting of the 10th board of directors of the company;
3. Assets appraisal report on the total equity value of shareholders of Guodian Hubei Electric Power Co., Ltd. involved in Chn Energy Changyuan Electric Power Co.Ltd(000966) impairment test project;
4. Chn Energy Changyuan Electric Power Co.Ltd(000966) special audit report on impairment test of assets subject to major asset restructuring;
5. Verification opinions of Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd. on the impairment test of the subject assets of Chn Energy Changyuan Electric Power Co.Ltd(000966) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions;
6. Tianfeng Securities Co.Ltd(601162) verification opinions on Chn Energy Changyuan Electric Power Co.Ltd(000966) issuing shares and paying cash to purchase assets and raising matching funds and the impairment test of the underlying assets of related party transactions.
It is hereby announced.
Chn Energy Changyuan Electric Power Co.Ltd(000966) board of directors may 21, 2022
