Securities code: 300490 securities abbreviation: Hnac Technology Co.Ltd(300490) listing place: Shenzhen Stock Exchange Hnac Technology Co.Ltd(300490)
HNAC TECHNOLOGY CO.,LTD.
(address: No. 609, lushong Road, Lugu, Changsha high tech Development Zone, Hunan Province)
Issue convertible corporate bonds to unspecified objects
Feasibility analysis report on the use of raised funds
January 2002
1、 Use plan of the raised funds
The total amount of funds raised by the company in issuing convertible corporate bonds to unspecified objects this time shall not exceed 1 billion yuan. After deducting the issuance expenses, the net amount of funds raised will be invested in the following projects:
Unit: RMB 10000
No. project name total planned investment of the project amount of raised funds to be invested
1. Acquisition of 96.20% equity of Chengbu shanneng 6616.65 6000.00
2 energy storage power station construction project 89784.18 55000.00
2-1 construction of Chengbu Rulin 100MW / 200mwh energy storage power station 46418.07 15000.00
2-2 construction of 100MW / 200mwh energy storage power station 43366.11 40000.00 in Guidong County
3 Industrial Park "photovoltaic + energy storage" integration project 10800.00 9000.00
4. Supplementary working capital 30000.00
Total 137200.83 100000.00
Before the funds raised from the issuance of convertible bonds are in place, the company will make early investment with self raised funds according to the needs of the project, and replace the early investment funds according to the requirements and procedures of relevant laws and regulations after the raised funds are in place.
If the net amount of the raised funds after deducting the issuance expenses from the total amount of the convertible bonds issued this time is less than the total amount of the raised funds to be invested in the above projects, the company may appropriately adjust the amount of the raised funds invested in the above projects according to the actual needs of the project and the procedures specified in relevant laws and regulations, and the insufficient part shall be raised by the company itself. 2、 Details of the project invested by the raised funds
(I) acquisition of 96.20% equity of Chengbu shanneng
1. Project overview
The company intends to use the raised funds to acquire 96.20% equity (hereinafter referred to as "target equity") of Chengbu shanneng new energy Co., Ltd. (hereinafter referred to as "Chengbu shanneng") held by Huayu Investment Co., Ltd. After the acquisition, Chengbu shanneng will become a holding subsidiary of the company, which can further improve the company's competitiveness in the field of energy storage and enhance the company's sustainable profitability.
Before the raised funds are in place, the company will pay the equity funds with its own funds or self raised funds according to the actual progress of the equity acquisition, and replace them according to the relevant procedures after the raised funds are in place.
This acquisition does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies and the measures for the continuous supervision of GEM listed companies (for Trial Implementation). Huayu Investment Co., Ltd. is a wholly-owned subsidiary of Changsha Huaneng automatic control group Co., Ltd., the controlling shareholder of the company. Therefore, according to the Listing Rules of GEM stocks of Shenzhen Stock Exchange, this transaction constitutes a connected transaction.
2. Necessity of project implementation
(1) This acquisition is in line with the company's business strategic plan to expand the energy storage field
At present, while maintaining a stable growth trend, China's clean energy industry is also facing many challenges, such as structural adjustment, industrial pattern reconstruction, limited power grid consumption capacity and so on. At the same time, the state has issued a number of policies in recent years to promote the accelerated development of the energy storage industry. At this stage, the company is actively expanding the energy storage market and exploring business model innovation in the energy storage field. The acquisition of the control right of Chengbu shanneng can accelerate the company's penetration in the energy storage market and form a certain demonstration effect in the industry. Through the operation of the energy storage power station, the company can further understand the actual use of the energy storage equipment in the terminal, which is conducive to the improvement and innovation of the company's products, In line with the company's business strategic plan to expand the energy storage field.
(2) Give full play to synergy and improve the company's market competitiveness
The company has been engaged in the research and application of power system automation and information technology. It has rich technical precipitation and experience accumulation in all links such as power generation, transformation and distribution, and has certain market competitive advantages. In recent years, the company has continuously developed and improved energy storage EMS energy management system, PCS converter and other products and their applications in power grid side and user side, and relevant products have formed a certain income scale. Through this transaction, Chengbu shanneng will fully serve the company's business strategic planning, strengthen market integration and cooperation with the company's energy storage business sector, reduce repeated R & D investment, optimize operating costs, and give full play to synergy.
3. Feasibility of project implementation
On January 19, 2022, Shenzhen Qianhai Huazi Investment Management Co., Ltd., a wholly-owned subsidiary of the company, signed the equity transfer agreement with effective conditions with Huayu Investment Co., Ltd., and the terms of the agreement comply with relevant policies, laws and regulations. The above agreement shall be established after being signed and sealed by both parties, and shall take effect from the date when this Agreement and this equity transfer are deliberated and approved by the shareholders' meeting of Chengbu shanneng and the board of directors of the listed company.
4. Basic information of Chengbu shanneng
(1) Basic information
Company name: Chengbu shanneng new energy Co., Ltd
Company type: limited liability company
Date of establishment: November 25, 2020
Registered capital: RMB 100 million
Registered address: Nanshan Avenue, Rulin Town, Chengbu Miao Autonomous County, Shaoyang City, Hunan Province (3rd floor, heshunyuan Hotel)
Legal representative: Yang Cheng
Unified social credit code 91430529ma4rwlk83q
Other power production; Research and development of energy storage system; Design of energy storage system; Fan Weizi technical service for power operation; Technical consultation of energy storage system; Leasing of power equipment; Energy storage equipment, power sales; Installation of energy storage equipment; Power supply.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(2) Equity and control relationship
As of the disclosure date of this report, the equity structure of Chengbu shanneng is as follows:
No. shareholder name subscribed capital contribution paid in capital contribution shareholding ratio contribution method (10000 yuan) (10000 yuan)
1. Huayu Investment Co., Ltd. 9620.00 6620.00 96.20% monetary contribution
2 Changzhou Xiangchu energy power Co., Ltd. 380.00 380.00 3.80% monetary contribution liability company
Total 10000.00 7000.00 100.00%
(3) Main business
Chengbu shanneng's main business is to operate 100MW / 200mwh energy storage power station located in Chengbu Miao Autonomous County, Shaoyang City, Hunan Province. At present, the energy storage power station has been partially completed, and the energy storage facilities with a scale of 50MW / 100mwh have been gradually put into trial operation in early 2022, which can provide supporting energy storage services for new energy power plants and power auxiliary services for power grid companies.
(4) Subsidiaries
As of the disclosure date of this report, Chengbu shanneng has no subsidiaries.
(5) Main financial data of Chengbu shanneng in the latest period
Unit: 10000 yuan
Project December 31, 2021
Total assets 24904.31
Total liabilities 17907.85
Net assets 6996.46
Project year 2021
Operating income 0.00
Total profit -3.54
Net profit -3.54
Note: the above financial data have been audited by Shenzhen xutai Certified Public Accountants (general partnership)
(6) Main assets, liabilities and external guarantees
1) Main assets
As of December 31, 2021, the total audited assets of Chengbu shanneng were 249043100 yuan, mainly composed of monetary funds, other receivables, prepayments, fixed assets, construction in progress, etc. Chengbu shanneng legally owns its operational assets, with clear asset ownership and no dispute.
2) Main liabilities
As of December 31, 2021, the total audited liabilities of Chengbu shanneng were 179078500 yuan, mainly composed of accounts payable, other accounts payable, long-term accounts payable, etc.
3) External guarantee
As of December 31, 2021, Chengbu shanneng has no external guarantee.
5. Basic information of counterparty
In this transaction, the company plans to use the raised funds to acquire 96.20% equity of Chengbu shanneng held by Huayu Investment Co., Ltd. The basic information of the counterparty is as follows:
Company name: Huayu Investment Co., Ltd
Company type: limited liability company
Date of establishment: July 12, 2016
Registered capital: RMB 100 million
Registered address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.)
Legal representative: Huang Wenbao
Unified social credit code 91440300ma5dg9c14g
Business scope: investment and establishment of industries (specific projects will be reported separately); Venture capital business; Investment consulting (excluding restricted projects).
Shenzhen Zhongkehua Assets Appraisal Co., Ltd. adopts the asset-based method and income method to evaluate Chengbu shanneng, and finally selects the asset-based method as the final appraisal result. According to the assets appraisal report (szkhpbz [2022] No. 002) issued by the appraisal institution, taking December 31, 2021 as the appraisal base date, the appraisal value of the total equity value of the shareholders of Chengbu shanneng is 69.9646 million yuan
