China International Capital Corporation Limited(601995)
about
Longyuan Electric Power Group Co., Ltd
Share exchange absorption merger
Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) and major asset sales and cash payment for asset purchase and related party transactions
Recommendation letter for stock listing
Shenzhen Stock Exchange, 27th floor and 28th floor, building 2, Guomao building, No. 1 Jianguomenwai street, Chaoyang District, Beijing:
Longyuan Power Group Co., Ltd. (hereinafter referred to as “Longyuan Power”, “issuer”, “company” and “merging party”) has been approved by China Securities Regulatory Commission (zjxk [2021] No. 3813), On December 9, 2021, the full text of the report on share exchange, absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) and major asset sales and cash payment for asset purchase and related party transactions of Longyuan Power Group Co., Ltd. was published.
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” and “sponsor”) considers that the issuer’s application for listing its shares complies with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the stock listing rules of Shenzhen Stock Exchange, and hereby recommends its shares to be listed and traded in your exchange.
catalogue
catalogue 3 declare that 4 I. overview of the issuer 5 II. Issuance of shares applying for listing III. The sponsor’s statement that the company meets the listing conditions IV. there is no explanation that the recommendation institution may affect the fair performance of its recommendation duties V. matters that the recommendation institution should undertake in accordance with relevant provisions 14 VI. work arrangement during the continuous supervision of the company 15 VII. Contact address, telephone number and other communication methods of the recommendation institution and relevant recommendation representatives 16 VIII. Other matters that the recommendation institution deems necessary to explain IX. recommendation conclusion of the sponsor on this stock listing sixteen
Statement
China International Capital Corporation Limited(601995) and its sponsor representatives have been honest, trustworthy, diligent and responsible in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations and the relevant provisions of the CSRC and Shenzhen Stock Exchange, issued the listing recommendation letter in strict accordance with the business rules and industry self-discipline norms formulated according to law, and guaranteed that the documents issued are true, accurate and reliable Complete.
Unless otherwise specified, the abbreviation in this listing recommendation letter has the same meaning as the abbreviation in the report on share exchange, absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) and major asset sale and cash payment for asset purchase and related party transactions of Longyuan Power Group Co., Ltd.
1、 Issuer profile
Chinese name of the company: Longyuan Power Group Co., Ltd
English name of the company: China longyuanpower Group Corporation Limited
Company name used none
Registered address: room 2006, 20 / F, No. 6, Fuchengmen North Street, Xicheng District, Beijing
Legal representative: Li Zhongjun
The registered capital is 8036.389 million yuan
Enterprise type: joint stock limited company (listed, state-owned holding)
Stock abbreviation: Longyuan Power
Stock code 0916 HK
Date of establishment: January 27, 1993 (on July 9, 2009, the company was changed into a joint stock limited company as a whole)
Listing place: main board of Hong Kong Stock Exchange
Unified social credit code 911100001000127624
Mailing address: room 2006, 20 / F, building C, No. 6, Fuchengmen North Street, Xicheng District, Beijing
Postal Code: 100034
Tel: 010-63887861
Fax No.: 010-63887850
Internet address: www.clypg.com com. cn.
E-mail [email protected].
Technical transformation, technical service and production maintenance of power system and electrical equipment; Research, development, production and achievement transfer of new technologies, new equipment, new materials and new processes related to power; Power station pollutant treatment; Technology development and project investment management of wind power generation, energy-saving technology and other new energy; Import and export business; Lease of electrical equipment; Consulting business scope services related to main business; Undertake exhibitions and trade fairs; Sales of mechanical and electrical products, chemical raw materials and products (excluding hazardous chemicals), building materials, hardware and electricity, daily necessities, auto parts and special vehicles for power system; Rent a office. (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
(I) historical evolution
1. Longyuan Power establishment
Longyuan electric power is established by the overall restructuring and change of Longyuan electric power group company. Before the restructuring, Longyuan Power Group Company was an enterprise owned by the whole people.
Longyuan Electric Power Group Corporation, formerly known as Longyuan electric power technology development company, was established in January 1993. It is a state-owned enterprise approved by the former economic and Trade Office of the State Council, directly managed by the former Ministry of energy and registered with the State Administration for Industry and commerce. At the beginning of its establishment, it was mainly engaged in power technology research and development and investment in conventional power projects. In August 1994, Longyuan electric power technology development company was renamed “Longyuan electric power group company”. In December 1996, by the decision of the State Council, Longyuan Power Group became a wholly-owned enterprise of the former State Power Corporation. In June 1999, according to the decision of the former State Power Corporation, Longyuan Power Group Company merged with China Fulin wind energy development company and China energy power technology development company, the other two wholly-owned enterprises of the former State Power Corporation, and merged the assets of China Fulin wind energy development company and China energy power technology development company into Longyuan Power Group Company.
Since then, the main business of Longyuan Power Group began to turn to wind power generation.
After the reform of the national power system in December 2002, Longyuan Power Group was transferred to Guodian group, became its wholly-owned enterprise, and received all the wind power assets of the original state power company system.
In July 2009, with the approval of the state owned assets supervision and Administration Commission of the State Council in the reply on the establishment of Longyuan Power Group Co., Ltd. (gzgg [2009] No. 468), Guodian group and Liaoning Electric Power Co., Ltd. were the co sponsors, Guodian group contributed with all the net assets of Longyuan Power Group, and Liaoning electric power contributed in cash, Longyuan Power Group Company was restructured and changed into “Longyuan Power Group Co., Ltd.”. On July 9, 2009, Longyuan Power was registered and established by the State Administration for Industry and commerce. According to law, it holds the business license for enterprise legal person with the registration number of 10000000012769, and the registered capital is RMB 500 million. On July 2, 2009, KPMG Huazhen Certified Public Accountants issued the capital verification report (kpmg-a (2009) CrNo 0010), upon verification, as of July 1, 2009, Longyuan Power has received the registered capital paid by Guodian group with net assets of RMB 490000000 and Liaoning power with monetary capital of RMB 100000000. After this change, the equity structure is as follows:
Shareholder name shareholding type shareholding quantity (shares) shareholding proportion
Domestic shares of Guodian group 4900000000 98.00%
Liaoning electric power domestic shares 100000000 2.00%
Total – 5000000000 100.00%
2. Initial public offering of H shares and listing
On July 17, 2009, Longyuan Power held the first extraordinary general meeting of shareholders and agreed to apply for the conversion of Longyuan Power into a social offering Co., Ltd. to issue shares abroad and be listed. Approved by the reply of the state owned assets supervision and Administration Commission of the State Council on the conversion of Longyuan Electric Power Group Co., Ltd. into an overseas offering company (gzgg [2009] No. 581) and the reply of the CSRC on Approving the issuance of overseas listed foreign shares by Longyuan Electric Power Group Co., Ltd. (zjxk [2009] No. 1125), Longyuan Power issued 2464289000 H shares in Hong Kong on December 4, 2009 (after exercising the over allotment right), with a par value of RMB 1.00 per share and an issue price of HK $8.16 per share. With the approval of the reply on issues related to the transfer of state-owned shares of Longyuan Power Group Co., Ltd. (gzcq [2009] No. 550) issued by the state owned assets supervision and Administration Commission of the State Council, during the initial public offering of Longyuan Power, the initiator Guodian group and Liaoning power reduced the state-owned shares by 10% of the number of H shares issued for the first time, 246430000 state-owned shares were transferred to the National Social Security Fund Council and converted into overseas listed foreign shares. On December 10, 2009, H shares issued by Longyuan Power were listed on the Hong Kong stock exchange with the securities code of 0916.
On June 12, 2010, KPMG Huazhen Certified Public Accountants issued the capital verification report (kpmg-a (2010) CrNo 0014), upon verification, as of December 22, 2009, Longyuan Power has received the monetary capital obtained through the public offering of H shares, and the newly increased registered capital is RMB 2464289000. After the initial public offering of H shares, the capital structure of Longyuan Power is as follows:
Shareholder name shareholding type shareholding quantity (shares) shareholding proportion
Domestic shareholders domestic shares 4753570000 63.68%
National Social Security Fund Council H shares 246430000 3.30%
Other H-share shareholders 2464289000 33.02%
Total – 7464289000 100.00%
Note: domestic shareholders refer to Guodian group and Liaoning electric power.
3. Additional issuance of H shares
On July 3, 2012, Longyuan Power’s first domestic share class shareholders’ meeting in 2012, the first H-share class shareholders’ meeting in 2012 and the first extraordinary shareholders’ meeting in 2012 jointly considered and approved the issue of Placement Shares by Longyuan Power on the Hong Kong stock exchange. On November 13, 2012, with the approval of the reply on approving Longyuan Power Group Co., Ltd. to issue additional overseas listed foreign shares (zjxk [2012] No. 1490) by the CSRC, Longyuan Power publicly issued a total of 572100000 additional H shares to unspecified qualified institutional investors on December 21, 2012, at a placing price of HK $5.08 per share.
On January 21, 2013, KPMG Huazhen Certified Public Accountants (special general partnership) issued the capital verification report (KPMG Huazhen Yan Zi No. 1300005). After verification, as of December 21, 2012, Longyuan Power had received the monetary capital obtained through the additional issuance of H shares, with an additional share capital of RMB 572100000. After the issuance of H shares, the share capital structure of Longyuan Power is as follows:
Shareholder name shareholding type shareholding quantity (shares) shareholding proportion
Domestic shareholders domestic shares 4696360000 58.44%
H-share shareholder H-share 3340029000 41.56%
Total – 8036389000 1
