Securities code: 002452 securities abbreviation: Changgao Electric Group Co.Ltd(002452) Announcement No.: 2022-08 Changgao Electric Group Co.Ltd(002452)
Announcement on absorption and merger between wholly-owned subsidiaries of the company
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.
1、 Overview of merger and acquisition
According to the development strategy of Changgao Electric Group Co.Ltd(002452) (hereinafter referred to as ” Changgao Electric Group Co.Ltd(002452) ” or “the company”), give full play to the advantages of qualification resources of all wholly-owned subsidiaries and optimize the company’s management structure, the proposal on the absorption and merger of Hunan changgaoxin energy power Co., Ltd. by the wholly-owned subsidiary Hubei huawang Power Engineering Co., Ltd. was deliberated and adopted at the 18th meeting of the Fifth Board of directors of the company, It is agreed that the wholly-owned subsidiary Hubei huawang Power Engineering Co., Ltd. (hereinafter referred to as “huawang power”) will absorb and merge the wholly-owned subsidiary Hunan Changgao new energy power Co., Ltd. (hereinafter referred to as “Changgao new energy power”). After the merger is completed, huawang power will continue to operate, the independent legal personality of Changgao new energy power will be cancelled, and all its assets, liabilities, businesses and personnel will be inherited by huawang power.
This merger does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. According to the relevant provisions of the articles of association, this matter is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of absorbing and merging parties
1. Basic information of the acquirer
Enterprise name: Hubei huawang Power Engineering Co., Ltd
Legal representative: Tang Xiangming
Type: No. 38, South Wuhuan Road, Dongxihu District, Wuhan
Date of establishment: April 26, 2010
Registered capital: 100 million yuan
Business term: from April 26, 2010 to long term
Address: No. 38, South Wuhuan Road, Dongxihu District, Wuhan
Business scope: Class A engineering design and general contracting of power industry (power transmission project and substation project); Engineering design and general contracting of power industry (new energy power generation) class B; Engineering consulting; Construction grade II of power transmission and transformation project; Design, construction, consultation and contracting of distribution network engineering and civil engineering; Distribution of electricity and power grid construction, operation and maintenance; Smart grid and Microgrid construction; R & D, production and sales of new power technology products; Sales of complete sets of power equipment and materials. (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
Financial data of the latest year and period:
Unit: Yuan
December 31, 2020 September 30, 2021
(2020) (January September 2021)
Total assets 202973150.20 193132589.07
Net assets 140332261.97 136074031.95
Operating income 125518199.45 44387466.60
Net profit -99034.75 -4258230.02
2. Basic information of the merged party
Enterprise name: Hunan changgaoxin energy power Co., Ltd
Legal representative: Zhang Ping
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Date of establishment: October 9, 2015
Registered capital: 10 million yuan
Business term: from October 9, 2015 to long-term
Address: Wangcheng economic and Technological Development Zone, Changsha City, Hunan Province (intersection of Jinxing North Road and Yueliangdao Road). Business scope: foreign contracted engineering business; Contract energy management; Wind power generation; Cecep Solar Energy Co.Ltd(000591) power generation; Other power production; Installation engineering services of power transmission facilities; Construction project construction; Construction engineering design; Engineering consulting; Sales of electrical and mechanical equipment. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Financial data of the latest year and period:
Unit: Yuan
December 31, 2020 September 30, 2021
(2020) (January September 2021)
Total assets 1138218338.82 836048876.43
Net assets -19735495.16 -43199186.29
Operating income 51498327.13 27349652.70
Net profit -2651017.64 -23463691.13
3、 Mode, scope and relevant arrangements of this absorption and consolidation
1. Huawang power absorbs and merges all assets, liabilities, interests, businesses and personnel of Changgao new energy power. After this absorption and merger, huawang power continues to operate as the absorbing and merging party, and Changgao new energy power as the absorbed and merging party, its independent legal personality will be cancelled.
2. After the completion of this absorption and merger, all assets, creditor’s rights, debts, businesses and personnel of Changgao new energy power will be inherited by huawang power according to law.
3. The merging parties will respectively perform the corresponding legal approval procedures, prepare the balance sheet and property list, and perform the procedures of notifying creditors and announcement.
4. The company’s management is authorized to determine the merger base date in accordance with relevant regulations.
5. After the merger, the name, registered capital, equity structure and the composition of the board of directors, the board of supervisors and senior managers of huawang power will not be changed due to the merger.
6. The board of directors of the company authorizes the general manager of the company and its authorized persons to fully handle matters related to the merger, including but not limited to the signing of the merger agreement, asset transfer and ownership change, taxation and industrial and commercial registration. 4、 Purpose of this merger and its impact on the company
1. This absorption and merger is conducive to give full play to the qualification advantages of huawang power and the EPC advantages of new energy power, promote the better development of the company’s new energy business, optimize the company’s resources, reduce management costs, improve operation efficiency and meet the needs of the company’s operation and development.
2. As Changgao new energy power is a wholly-owned subsidiary of the company, its financial statements have been included in the scope of the company’s consolidated statements before the merger. This merger will not have a material impact on the company’s normal operation and financial status, and will not damage the interests of the company and all shareholders.
5、 Opinions of independent directors
The merger of the company’s wholly-owned subsidiary is conducive to optimizing the company’s resources and management structure, reducing management costs and improving operation efficiency, which is in line with the company’s long-term development strategy. The merger took place between the wholly-owned subsidiaries of the company, which will not have a material impact on the normal operation and financial status of the company and will not damage the interests of the company and all shareholders, especially the minority shareholders. Therefore, all independent directors agreed to the merger of Changgao new energy power by huawang power.
6、 Opinions of the board of supervisors
The merger of the wholly-owned subsidiary is to give full play to the advantages of the company’s resources and qualifications. It is the adjustment of the company’s management structure based on the company’s actual business needs, which is conducive to the integration of the company’s resources and improve the company’s operation efficiency. The deliberation procedure of merger and acquisition is legal and compliant, and there is no situation damaging the interests of minority shareholders. Therefore, we agree to the merger and acquisition of the wholly-owned subsidiary.
7、 Documents for future reference
1. Resolutions of the 18th meeting of the 5th board of directors of the company;
2. Resolution of the 15th meeting of the 5th board of supervisors of the company.
It is hereby announced.
Changgao Electric Group Co.Ltd(002452) board of directors January 25, 2022
