Stock Code: 600795 stock abbreviation: Gd Power Development Co.Ltd(600795) No.: pro 2022-07 Gd Power Development Co.Ltd(600795)
Announcement on the privatization of national energy group, Kehuan group and the company's subscription of Chunhui environmental protection equity and related party transactions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Gd Power Development Co.Ltd(600795) (hereinafter referred to as the company) and the controlling shareholder of the company, National Energy Investment Group Co., Ltd. (hereinafter referred to as the National Energy Group), are domestic shareholders of Guodian technology and Environmental Protection Group Co., Ltd. (hereinafter referred to as Kehuan group). National energy group holds 39.21% and the company holds 39.19%. National Energy Group will privatize and merge Kehuan group through its wholly-owned subsidiary Beijing Chunhui Qingcloud Technologies Corp(688316) environmental protection Co., Ltd. (hereinafter referred to as Chunhui environmental protection). Chunhui environmental protection paid cash consideration to the H-share shareholders of Kehuan group to acquire the H-share shares of Kehuan group. Kehuan group applied to the stock exchange of Hong Kong for withdrawal of its listing status. After Chunhui environmental protection acquired the H shares of Kehuan group, Chunhui environmental protection absorbed and merged Kehuan group. As the consideration of absorption and merger, Chunhui environmental protection acquired all the internal capital shares of Kehuan group held by the national energy group and the company by issuing additional registered capital to the national energy group and the company. After the completion of the transaction, the 39.19% equity of Kehuan group held by the company will be replaced by 39.19% equity of Chunhui environmental protection, and the national energy group will hold 60.81% equity of Chunhui environmental protection.
In this transaction, the transaction price of domestic shares of Kehuan group held by national energy group and the company is RMB 0.8793576 per share, that is, Chunhui environmental protection will issue additional equity to national energy group and the company respectively as consideration according to the proportion of issuing additional registered capital of RMB 0.8793576 to cancel 1.00 domestic shares of Kehuan group. The total price of domestic shares used by the company to replace the additional registered capital of Chunhui environmental protection in this transaction is 2089793336.40 yuan.
The counterparty of this transaction is Chunhui environmental protection, a wholly-owned subsidiary of national energy group, the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction.
In the past 12 months, the company has acquired 19.016% equity of Bank of Hebei Co., Ltd. and 51.025% equity of Guodian Ningxia Younglight Chemicals Co.Ltd(000635) energy and Chemical Group Co., Ltd. from national energy group; China National Energy Group has invested 100% equity of China National Energy Group Shandong Electric Power Co., Ltd., 100% equity of China National Energy Group Jiangxi Electric Power Co., Ltd., 100% equity of China National Energy Group Fujian Energy Co., Ltd., 100% equity of China National Energy Group Guangdong Electric Power Co., Ltd., 100% equity of China National Energy Group Hainan Electric Power Co., Ltd 100% equity of Ledong Power Generation Co., Ltd. of national energy group, 100% equity of Hainan Energy Sales Co., Ltd. of national energy group, 100% equity of Hunan Electric Power Co., Ltd. of national energy group, 90.49% equity of Baoqing Power Generation Co., Ltd. of national energy group, and 85.78% equity of Hunan Wushui Hydropower Development Co., Ltd. of national energy group. The net asset appraisal value of the company's equity assets is 7.678 billion yuan; The appraisal value of net assets of national energy group's equity in assets is 20.02 billion yuan, and the transaction balance of assets in and out is 12.343 billion yuan. The company pays it to national energy group in cash. (mantissa difference is caused by rounding)
The related party transaction has been deliberated and approved by the 10th Session of the 8th board of directors of the company. The related directors avoided voting, the non related directors unanimously agreed, and the independent directors of the company recognized and expressed independent opinions in advance. According to the Gd Power Development Co.Ltd(600795) articles of Association (hereinafter referred to as the articles of association), this connected transaction does not need to be submitted to the general meeting of shareholders for deliberation.
This connected transaction does not constitute a major asset restructuring, and there are no major legal obstacles to the implementation of the transaction.
Risk warning: if the effective conditions of this transaction agreement are not reached, there is a risk of change, suspension or termination of the project implementation.
1、 Overview of related party transactions
On January 24, 2022, the company held the 10th meeting of the 8th board of directors, deliberated and passed the proposal on the privatization of Kehuan group by national energy group and the company's subscription for the equity of Chunhui environmental protection. National energy group will privatize Chunhui environmental protection through its wholly-owned subsidiary and absorb and merge Kehuan group. Chunhui environmental protection paid cash consideration to the H-share shareholders of Kehuan group to acquire the H-share shares of Kehuan group. Kehuan group applied to the stock exchange of Hong Kong for withdrawal of its listing status. For details of Chunhui environmental protection's privatization of Kehuan group, please refer to the joint announcement (1) proposal of Chunhui environmental protection on the privatization of Guodian Kehuan with preconditions by absorbing and merging Guodian Kehuan (2) proposal to cancel listing and (3) resumption of share trading disclosed by Kehuan group on the website of the stock exchange of Hong Kong (www.hkexnews. HK) on January 24, 2022.
After Chunhui environmental protection acquired the H shares of Kehuan group, Chunhui environmental protection absorbed and merged Kehuan group. As the consideration of absorption and merger, Chunhui environmental protection acquired all the internal capital shares of Kehuan group held by the national energy group and the company by issuing additional registered capital to the national energy group and the company. The transaction price of the domestic shares of Kehuan group held by the national energy group and the company is RMB 0.8793576 per share, that is, Chunhui environmental protection will issue additional equity to the national energy group and the company as consideration according to the proportion of issuing additional registered capital of RMB 0.8793576 and cancelling 1.00 domestic shares of Kehuan group. After the completion of the transaction, the 39.19% equity of Kehuan group held by the company will be replaced by 39.19% equity of Chunhui environmental protection, and the national energy group will hold 60.81% equity of Chunhui environmental protection.
At present, the company holds 237650000 domestic shares of Kehuan group. The total price of domestic shares used by the company to replace the additional registered capital of Chunhui environmental protection in this transaction is 2089793336.40 yuan. There is no cash transaction in this transaction, and the transaction price is only used to determine the registered capital of Chunhui environmental protection.
The counterparty of this transaction is Chunhui environmental protection, a wholly-owned subsidiary of national energy group, the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction. The company's affiliated directors Liu Guoyue, Luan Baoxing and Yang Qin avoided voting, and the independent directors of the company recognized and expressed independent opinions in advance. According to the articles of association, this connected transaction does not need to be submitted to the general meeting of shareholders for deliberation.
As of this related party transaction, in the past 12 months, the company has purchased 19.016% equity of Bank of Hebei Co., Ltd. and 51.025% equity of Guodian Ningxia Younglight Chemicals Co.Ltd(000635) energy and Chemical Group Co., Ltd. from national energy group; China National Energy Group has invested 100% equity of China National Energy Group Shandong Electric Power Co., Ltd., 100% equity of China National Energy Group Jiangxi Electric Power Co., Ltd., 100% equity of China National Energy Group Fujian Energy Co., Ltd., 100% equity of China National Energy Group Guangdong Electric Power Co., Ltd., 100% equity of China National Energy Group Hainan Electric Power Co., Ltd 100% equity of Ledong Power Generation Co., Ltd. of national energy group, 100% equity of Hainan Energy Sales Co., Ltd. of national energy group, 100% equity of Hunan Electric Power Co., Ltd. of national energy group, 90.49% equity of Baoqing Power Generation Co., Ltd. of national energy group, and 85.78% equity of Hunan Wushui Hydropower Development Co., Ltd. of national energy group.
The net asset appraisal value of the company's equity assets is 7.678 billion yuan; The appraisal value of net assets of national energy group's equity in assets is 20.02 billion yuan, and the transaction balance of assets in and out is 12.343 billion yuan. The company pays it to national energy group in cash. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on August 7, 2021 and September 27, 2021 Announcement of Gd Power Development Co.Ltd(600795) on asset replacement and related party transactions between the company and national energy group (Announcement No.: pro 2021-55) and announcement of Gd Power Development Co.Ltd(600795) on transferring Haikong new energy out of the scope of asset replacement between the company and national energy group (Announcement No.: pro 2021-65).
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and there are no major legal obstacles to the implementation of the transaction.
2、 Introduction to related parties
(I) introduction of related parties
1. National Energy Group
Name: National Energy Investment Group Co., Ltd
Unified social credit Code: 91110000100018267j
Type: limited liability company (solely state-owned)
Address: No. 22, xibinhe Road, Andingmen, Dongcheng District, Beijing
Legal representative: Wang Xiangxi
Registered capital: 132094661149800 yuan
Investment and management in sex products, coal to oil, coal chemical industry, electric power, heat, port, all kinds of transportation, finance, China's foreign trade and logistics, real estate, high technology, information consulting and other industries; Plan, organize, coordinate and manage the production and operation activities of the enterprises affiliated to the group in the above industries; Sales of chemical materials and chemical products (excluding hazardous chemicals), textiles, building materials, machinery, electronic equipment and office equipment. (enterprises shall independently choose business items and carry out business activities according to law; for projects subject to approval according to law, they 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 industrial policies of this city.)
As of December 31, 2020, the total assets of national energy group were 1788.079 billion yuan and the net assets were 736.126 billion yuan; In 2020, the operating revenue was 556.943 billion yuan and the net profit was 57.740 billion yuan.
2. Chunhui environmental protection
Name: Beijing Chunhui Qingcloud Technologies Corp(688316) environmental protection Co., Ltd
Unified social credit Code: 91110108ma7fjh9b01
Type: limited liability company (sole proprietorship of legal person)
Address: room 1201, 12 / F, building 1, yard 16, Middle West Fourth Ring Road, Haidian District, Beijing
Legal representative: Tang Chaoxiong
Registered capital: 1 million yuan
Business scope: environmental protection technology services; Air pollution control; Water pollution control; Technology development, technology transfer and technical services of new energy projects and equipment; Industrial informatization technology development, technology transfer and technical services; Economic and trade consultation; estate management. (market entities shall independently choose business projects 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.)
Chunhui environmental protection was established on January 13, 2022 and has not yet carried out specific business activities. (II) introduction to relationship
According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, national energy group is the controlling shareholder of the company, Chunhui environmental protection is a wholly-owned subsidiary of national energy group and an affiliated legal person of the company. This transaction constitutes a connected transaction.
3、 Basic information of related party transactions
(I) name and type of transaction
After Chunhui environmental protection acquired H shares of Kehuan group, Chunhui environmental protection absorbed and merged Kehuan group, and 39.19% equity of Kehuan group held by the company will be replaced by 39.19% equity of Chunhui environmental protection. (II) basic information of the transaction object
1. Kehuan group
Name: Guodian Technology Environmental Protection Group Co., Ltd
Unified social credit Code: 91110000102099718e
Type: joint stock limited company (listed, state-owned holding)
Address: 1101, floor 11, courtyard 1, No. 16, Middle West Fourth Ring Road, Haidian District, Beijing
Legal representative: Chen Dongqing
Registered capital: 6063.77 million yuan
Business scope: the following projects are limited to branches: wind power generation; Flue gas treatment; Environmental protection technology services; Photovoltaic power generation technology development; Technology development, technology transfer and technical services of new energy projects and equipment; Computer system service of power plant; General contracting of construction; Investment and asset management; Import and export of goods, technology and agent import and export; Economic information consultation; estate management. (market entities shall independently choose business projects 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.)
Kehuan group was founded in May 1993. In December 2011, it completed its initial public offering of overseas listed foreign shares (H shares) and was listed on the main board of the stock exchange of Hong Kong. As of December 31, 2020, the total number of issued shares of Kehuan group was 6063770000, including 475400000 domestic shares, accounting for about 78.4% of the total issued shares; The number of H shares is 1309770000, accounting for about 21.6% of the total issued shares. The main shareholders of Kehuan group are as follows:
Shareholder name share class shareholding ratio
National Energy Investment Group Co., Ltd. domestic shares 237750000 39.21%
Gd Power Development Co.Ltd(600795) domestic shares 237650000 39.19%
Saif partners IV L.P. H shares 288200000 4.75%
Datang new energy (Hong Kong) Co., Ltd. H shares 108050000 1.78%
State Grid International Development Co., Ltd. H shares 76284000 1.26%
As of the disclosure date of this announcement, all domestic shares of Kehuan group held by the company have no mortgage, pledge or other third-party rights, nor involve major disputes, litigation or arbitration matters, and there are no judicial measures such as seizure and freezing. The main financial indicators of Kehuan group in the latest year and the first period are as follows:
Unit: Yuan
Project June 30, 2021
