证券代码：000155 证券简称：川能动力 公告编号：2023-078号 四川省新能源动力股份有限公司 关于收到中国证券监督管理委员会 四川省新能源动力股份有限公司（以下简称"公司"或"川能动 力"）拟向东方电气股份有限公司发行股份购买其持有的四川省能投 风电开发有限公司（以下简称"川能风电"）20%股权，拟向成都明 永投资有限公司发行股份购买其持有的川能风电10%股权及川能风 电下属四川省能投美姑新能源开发有限公司26%股权和四川省能投 盐边新能源开发有限公司5%股权；同时，公司拟向不超过35名符合 中国证监会规定的特定投资者发行股份募集配套资金。 公司于2023年9月6日收到中国证券监督管理委员会出具的《关于 同意四川省新能源动力股份有限公司发行股份购买资产并募集配套 资金注册的批复》（证监许可〔2023〕2046号）。批复文件的主要内 容如下： "一、同意你公司向东方电气股份有限公司发行87,167,187股股 份、向成都明永投资有限公司发行65,474,962股股份购买相关资产的 注册申请。 二、同意你公司发行股份募集配套资金不超过2,265,209,500元的 注册申请。 三、你公司本次发行股份购买 ...

2023 2046 2020 5 214 87,167,187 65,474,962 12 2023 9 4 2,265,209,500 ...

Financial Performance - The company reported a revenue of 1.2 billion RMB for the first half of 2023, representing a year-on-year increase of 15%[7] - The net profit attributable to shareholders for the same period was 200 million RMB, up 10% compared to the previous year[7] - The company's operating revenue for the first half of 2023 was ¥1,786,889,746.27, representing a 22.43% increase compared to ¥1,459,526,308.68 in the same period last year[12] - Net profit attributable to shareholders was ¥456,556,900.00, up 37.49% from ¥332,068,231.93 year-on-year[12] - The net profit after deducting non-recurring gains and losses reached ¥444,884,770.76, marking a significant increase of 69.32% from ¥262,745,676.37 in the previous year[12] - The company's total assets at the end of the reporting period were ¥20,545,738,006.88, an increase of 6.19% from ¥19,348,166,761.30 at the end of the previous year[12] - The net assets attributable to shareholders increased by 8.62% to ¥5,827,083,017.41 from ¥5,364,824,329.12[12] - The basic and diluted earnings per share were both ¥0.31, reflecting a 40.91% increase from ¥0.22 in the same period last year[12] - The net cash flow from operating activities decreased by 37.31% to ¥599,915,188.24 from ¥956,883,346.22 year-on-year[12] - The company reported a total investment of ¥879,870,977.62 during the period, a 2.74% increase from the previous year[51] Market Expansion and Product Development - User data indicates an increase in active users by 25% to 500,000 during the first half of 2023[7] - The company plans to expand its market presence by entering two new provinces by the end of 2023[6] - New product development includes a solar energy storage system expected to launch in Q4 2023, projected to increase revenue by 5%[6] - The company has initiated a strategic acquisition of a 51% stake in Sichuan Energy Environmental Protection Investment Co., aiming to enhance its service offerings[6] - Future guidance estimates a revenue growth of 20% for the full year 2023, driven by increased demand for renewable energy solutions[7] Renewable Energy and Environmental Initiatives - The installed capacity of the new wind power projects is expected to reach 160,000 kW by the end of 2023[5] - The company has committed to investing 300 million RMB in research and development for new energy technologies over the next two years[6] - The renewable energy generation capacity in China reached 1.322 billion kilowatts, accounting for approximately 48.8% of the total installed capacity[18] - The company operates 8 waste incineration power generation projects with a total installed capacity of 156,500 kW and a daily waste processing capacity of 6,800 tons, capable of handling 2.482 million tons of waste annually[33] - The company’s lithium battery business generated revenue of 448 million yuan in the first half of 2023, focusing on lithium mining and lithium salt manufacturing[34] Financial Management and Investments - The company has a total of CNY 4,171.11 million in unutilized raised funds, which are stored in a dedicated account[57] - The company reported a total amount involved in litigation of ¥26,808.42 million related to a contract dispute with Sichuan Xiangling Industrial Co., Ltd. and others, which is currently under criminal investigation[95] - The company has successfully recovered ¥708.14 million from Shandong Wuzhou Electric Co., Ltd. after a court ruling, with the case execution completed in April 2023[98] - The company has no non-operating fund occupation by controlling shareholders or related parties during the reporting period[94] - The company has provided guarantees totaling CNY 135 million for Sichuan Dexin Mining Resources Co., Ltd.[121] Legal and Compliance Issues - The company is currently involved in several ongoing litigation cases, with varying amounts and statuses[96] - The company is engaged in various legal proceedings, which may affect its operational focus but are not expected to cause major disruptions[102] - The company continues to monitor and manage its legal risks effectively, ensuring that it remains compliant with judicial outcomes[102] - The company has received a favorable judgment in a contract dispute with China Energy Construction Group Hunan Thermal Power Construction Co., Ltd., with the payment obligation fully executed by August 2023[98] Environmental Compliance and Sustainability - The company is actively enhancing its environmental management systems to prevent pollution and ensure compliance with national regulations[76] - The company has implemented a 24-hour flood monitoring system in the Li Jiagou lithium mine area to address geological disaster risks, particularly during the flood season[72] - The company reported emissions data for various pollutants, including particulate matter at 20 mg/m³, nitrogen oxides at 250 mg/m³, and sulfur dioxide at 80 mg/m³, all in compliance with the GB1848-5-2014 standard[81] - The company’s commitment to environmental sustainability is reflected in its adherence to national pollution control standards, which is essential for its long-term growth strategy[82] - The company completed ecological restoration of 151.2 acres and planted over 20,000 trees in the first half of 2023[87] Shareholder and Corporate Governance - The company held two temporary shareholder meetings in February 2023, with an investor participation rate of 48.62%[74] - The company plans not to distribute cash dividends or issue bonus shares for the first half of 2023[75] - The company has a total of 135,232 shareholders, with no significant changes in the number of shareholders during the reporting period[137] - The report does not indicate any repurchase transactions among the top 10 shareholders during the reporting period[142] - The company has not issued any new shares or conducted any share buybacks during the reporting period[136] Financial Ratios and Performance Metrics - The current ratio improved to 1.65, up by 8.55% from the end of the previous year, while the quick ratio increased by 12.23% to 1.56[151] - The debt-to-asset ratio decreased to 53.90%, a reduction of 0.73% compared to the previous year[151] - The interest coverage ratio improved significantly to 6.63, reflecting a 62.50% increase from 4.08 in the previous year[151] - The company's cash interest coverage ratio was 3.83, down by 24.31% from the previous year[151] - The company reported a net profit of CNY 366,832,314.86, a significant recovery from a loss of CNY 89,724,585.14 in the previous year[157]

Financial Performance - The company reported a significant increase in revenue for the first half of 2023, with total revenue reaching RMB 1.2 billion, representing a year-on-year growth of 25%[8]. - The company's operating revenue for the first half of 2023 was ¥1,786,889,746.27, representing a 22.43% increase compared to ¥1,459,526,308.68 in the same period last year[13]. - Net profit attributable to shareholders was ¥456,556,900.00, up 37.49% from ¥332,068,231.93 year-on-year[13]. - The net profit after deducting non-recurring gains and losses was ¥444,884,770.76, a significant increase of 69.32% compared to ¥262,745,676.37 in the previous year[13]. - The company reported a basic earnings per share of ¥0.31, up 40.91% from ¥0.22 in the previous year[13]. - The company reported a net profit of 78,493.65 million yuan for the current period, representing a 61.42% increase compared to the same period last year[146]. - The company's total comprehensive income for the first half of 2023 was CNY 796.61 million, compared to CNY 555.60 million in the first half of 2022, showing an increase of about 43.4%[154]. - The company reported a total profit of CNY 892.74 million for the first half of 2023, compared to CNY 586.04 million in the previous year, marking an increase of around 52.1%[153]. Market Expansion and Product Development - User data indicates that the company has expanded its customer base by 15%, now serving over 500,000 active users[8]. - The company has set a future outlook with a revenue target of RMB 2.5 billion for the full year 2023, which would represent a 20% increase compared to 2022[8]. - New product development includes the launch of a solar energy storage system, expected to contribute an additional RMB 300 million in revenue by the end of 2023[8]. - The company plans to expand its market presence by entering two new provinces, aiming for a 10% market share in these regions within the next year[8]. - The company is actively pursuing strategic partnerships to enhance its technological capabilities and market reach, with discussions ongoing with several key industry players[8]. - The company aims to expand its market presence and enhance its product offerings in the renewable energy sector[172]. - The company is actively engaged in research and development of new technologies to enhance its product line and market competitiveness[172]. Financial Health and Investments - The company's total assets at the end of the reporting period reached ¥20,545,738,006.88, marking a 6.19% increase from ¥19,348,166,761.30 at the end of the previous year[13]. - The weighted average return on net assets was 8.16%, an increase of 1.50% from 6.66% in the previous year[13]. - The company has allocated RMB 200 million for research and development in new energy technologies over the next two years[8]. - The company reported a net cash flow from operating activities of ¥599,915,188.24, a decrease of 37.31% compared to the previous year, primarily due to reduced equipment sales receipts[38]. - The company has a total installed capacity of 1.0257 million kW for wind and solar power projects, with 200,000 kW under construction and 72,000 kW planned for future development[29]. - The company has restricted assets totaling ¥6,971,722,168.34, primarily due to project loans secured by fixed and intangible assets[45]. - The company’s total liabilities decreased to 11,063,000 million yuan, down from 11,200,000 million yuan at the beginning of the year[149]. Environmental and Safety Initiatives - The company reported a significant focus on safety and environmental protection, with ongoing investments to mitigate risks associated with production and waste management[65]. - The company has implemented a 24-hour flood prevention duty since the onset of the rainy season, alongside geological disaster assessments by the Sichuan Provincial Geological Bureau[67]. - The company’s waste incineration facility reported emissions of 11.23 tons of hydrogen chloride and 37.23 tons of sulfur dioxide, both within regulatory limits[74]. - The company achieved a sulfur dioxide emission level of 80 mg/m³, with specific branches reporting values such as 18.58 mg/m³ for Suining, reflecting effective pollution control measures[78]. - The company has implemented a water recycling system for 100% of wastewater from the lithium salt project, with treated domestic wastewater discharged into a centralized treatment station[82]. - The company completed ecological restoration on 151.2 acres, planting over 20,000 trees in the first half of 2023[82]. - The company’s emergency response plan for environmental incidents has been established and regularly practiced to minimize environmental impact[81]. Legal and Regulatory Matters - The company is currently involved in several legal disputes, with a total amount in dispute of CNY 26,808.42 million related to a contract dispute[90]. - The company has successfully won a judgment in a contract dispute, with the defendant required to pay CNY 1,418.75 million plus penalties[91]. - The company has received a judgment for approximately 708.14 million CNY from Shandong Wuzhou Electric Co., Ltd., which has been fully executed as of April 2023[93]. - The company is pursuing a claim for approximately 2,494.5 million CNY against Suifenhe Guangyuan Biomass Thermal Power Co., Ltd. related to an EMC contract dispute[95]. - The company has initiated legal proceedings to recover approximately 2,310.97 million CNY from Hubei Tianqin Energy Development Co., Ltd. regarding a technical modification contract dispute[95]. - The company has not experienced any major changes in the feasibility of its fundraising projects, and all projects are on track to meet their expected benefits[55]. Shareholder and Governance - The company held two temporary shareholder meetings in 2023, with investor participation rates of 48.62% and 49.38% for the annual meeting[69]. - The company plans no cash dividends, stock bonuses, or capital reserve transfers for the half-year period[70]. - The total number of ordinary shareholders at the end of the reporting period is 135,232, with 10 shareholders holding more than 5%[133]. - The shareholding structure indicates that all major shareholders are state-owned entities[134]. - The company has not experienced any changes in its controlling shareholder or actual controller during the reporting period[139]. - The company has established a management agreement to avoid competition with its controlling shareholder, Sichuan Energy Investment, regarding certain subsidiaries[107]. Future Outlook - The company has set a target to increase its revenue by a specific percentage in the upcoming fiscal year, although exact figures were not disclosed[171]. - Future guidance indicates a focus on improving operational efficiency and exploring strategic partnerships for growth[173]. - The management emphasized the importance of adapting to market trends and consumer demands to drive future growth[172]. - The company is exploring potential mergers and acquisitions to further strengthen its market position and diversify its portfolio[173].

Financial Performance - The company reported a significant increase in revenue for the first half of 2023, with total revenue reaching RMB 1.2 billion, representing a year-on-year growth of 25%[8]. - The company has set a future outlook with a revenue target of RMB 2.5 billion for the full year 2023, which would represent a 20% increase compared to 2022[8]. - The company reported a net profit of RMB 150 million for the first half of 2023, a 30% increase compared to the same period last year[8]. - The company's operating revenue for the first half of 2023 was ¥1,786,889,746.27, representing a 22.43% increase compared to ¥1,459,526,308.68 in the same period last year[13]. - Net profit attributable to shareholders was ¥456,556,900.00, up 37.49% from ¥332,068,231.93 year-on-year[13]. - The company reported a basic earnings per share of ¥0.31, which is a 40.91% increase from ¥0.22 in the previous year[13]. - The company reported a net profit of 78,493.65 million CNY for the current period, representing a 61.42% increase compared to the same period last year[146]. - The company reported a total profit of CNY 892.74 million for the first half of 2023, compared to CNY 586.04 million in the first half of 2022, marking an increase of around 52.1%[153]. Market Expansion and Development - User data indicates a growing customer base, with the number of active users increasing by 15% to 500,000 by the end of June 2023[8]. - The company is expanding its market presence by entering two new provinces, aiming to increase market share by 10% in these regions[8]. - New product development includes the launch of a solar energy storage system, expected to contribute RMB 300 million in revenue by the end of 2023[8]. - The company is focusing on expanding its operations in the waste-to-energy sector, with plans to build 68 waste incineration power generation projects in Sichuan Province by 2025[17]. - The company is actively pursuing partnerships with local governments to enhance renewable energy projects, aiming for a 15% increase in project approvals by the end of 2023[8]. - The company plans to continue expanding its market presence and investing in new technologies to drive future growth[157]. - The company is exploring potential mergers and acquisitions to accelerate growth and expand its market share in the renewable energy industry[169]. Research and Development - The company plans to invest RMB 500 million in research and development for new energy technologies over the next two years[8]. - Research and development investment increased by 104.59% to ¥11,099,757.53, reflecting the company's commitment to enhancing its technological capabilities[38]. - The company has initiated research and development for new energy products, aiming to launch innovative solutions in the upcoming quarters[169]. Environmental and Safety Standards - The company reported a significant focus on safety and environmental protection, with ongoing investments to mitigate risks associated with production and waste management[65]. - The company has successfully obtained and maintained valid pollution discharge permits for its waste-to-energy projects, with no instances of exceeding discharge limits reported[73]. - The company achieved a significant reduction in emissions, with particulate matter levels at 20 mg/m³, complying with the GB1848 standard[76]. - The company has implemented a real-time monitoring system for emissions, with data uploaded to the ecological environment department's pollution source monitoring center[84]. - The company has established an emergency response team for environmental incidents and conducts regular drills[81]. - The company completed ecological restoration of 151.2 acres and planted over 20,000 trees in the first half of 2023[82]. Financial Management and Investments - The company will not distribute cash dividends or issue bonus shares for the current fiscal year, focusing on reinvestment for growth[3]. - The company reported a net cash flow from operating activities of ¥599,915,188.24, a decrease of 37.31% compared to the previous year, primarily due to reduced equipment sales receipts[38]. - The company has a total of CNY 4,171.11 million in unutilized raised funds, which are stored in a dedicated account[52]. - The company has ongoing projects in clean energy, including the Shehong Waste-to-Energy Project with an investment of CNY 760,586.42 and realized earnings of CNY 32,474,535.67[49]. - The company has reported a total of approximately 4.43 million CNY in ongoing enforcement actions against various parties[94]. Legal and Regulatory Compliance - The company is involved in ongoing litigation with a total amount of CNY 26,808.42 million related to a contract dispute[90]. - The company has successfully recovered approximately 16.92 million CNY from Sichuan Jiaqi Petrochemical Co., Ltd. and others, with a court ruling confirming the payment obligation[92]. - The company has a pending case against Xuchang Zhongke Environmental Power Co., Ltd. for approximately 6.94 million CNY, with the court ruling in favor of the company[94]. - The company has reported a total of 651 million yuan in other minor litigation cases, which are currently being executed and are not expected to significantly impact the company[96]. Shareholder and Equity Structure - The total number of shares is 1,475,926,818, with 12.13% being limited sale condition shares and 87.87% being unrestricted sale condition shares[132]. - The largest shareholder, Sichuan Energy Investment Group Co., Ltd., holds 36.18% of the shares, amounting to 533,934,454 shares[133]. - The company has not experienced any changes in its controlling shareholder or actual controller during the reporting period[139]. - The company has not issued new shares or conducted any share buybacks during the reporting period[132]. Financial Position and Ratios - The current ratio improved to 1.65, an increase of 8.55% from the previous year-end[146]. - The debt-to-asset ratio decreased to 53.90%, down by 0.73% from the previous year-end[146]. - The total assets increased to 20,545,738.01 million CNY, up from 19,348,166.76 million CNY at the beginning of the year[149]. - The company's long-term borrowings rose to CNY 6,805,283,862.22 from CNY 6,061,272,963.03, an increase of about 12.3%[152]. Operational Efficiency - The company is implementing measures to enhance production efficiency and reduce costs to mitigate the impact of macroeconomic changes on its performance[61]. - The company has a strong technical team and has made significant advancements in wind power maintenance and lithium mining, contributing to higher operational efficiency and environmental standards[35]. - The company’s lithium production costs are expected to be lower than most lithium production costs in Australia and Jiangxi[31].

上市地：深圳证券交易所 证券代码：000155 证券简称：川能动力 四川省新能源动力股份有限公司 发行股份购买资产并募集配套资金暨关联交易 报告书（草案）（注册稿） | 项目 | 交易对方/发行对象 | | --- | --- | | 发行股份购买资产的交易对方 | 东方电气股份有限公司 | | | 成都明永投资有限公司 | | 募集配套资金的发行对象 | 不超过三十五名符合中国证监会规定的特定对象 | 独立财务顾问 二〇二三年八月 四川省新能源动力股份有限公司发行股份购买资产并募集配套资金暨关联交易报告书（草案）(注册稿 ) 日 录 | 目 2 | | --- | | 声 明 … | | 一、上市公司声明 | | 二、交易对方声明 | | 三、相关证券服务机构及经办人员声明. | | 释 义 … | | 重大风险提示 … | | 一、应收账款数额较大带来的流动性风险………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………… 15 | | 二、标的资产评估风险. | | 三、毛利率波动风 ...

4-1 本次重大资产重组涉及的拟购买资产最近两年及一期的财务报告和审计报告 | 序号 | 名称 | 页码 | | --- | --- | --- | | 4-1-1 | 川能风电最近两年及一期的财务报告和审计报告 | 1 | | 4-1-2 | 美姑能源最近两年及一期的财务报告和审计报告 | 117 | | 4-1-3 | 盐边能源最近两年及一期的财务报告和审计报告 | 195 | 四川省能投风电开发有限公司 两年一期审计报告 4-1-1-1 目 录 | 一、审计报告……………………………………………………… | 第 1—6 页 | | --- | --- | | 二、财务报表……………………………………………………… | 第 7—14 页 | | （一）合并及母公司资产负债表…………………………… | 第 7—8 页 | | （二）合并及母公司利润表…………………………………… | 第 9 页 | | （三）合并及母公司现金流量表……………………………… | 第 10 页 | | （四）合并及母公司所有者权益变动表……………………第 | 11—14 页 | | 三、财务报表附注……………………………………… ...

四川省新能源动力股份有限公司 拟发行股份收购四川省能投风电开发有限公司股权 所涉及的四川省能投风电开发有限公司 股东全部权益项目 资产评估报告 4-2 本次重大资产重组涉及的拟购买资产的评估报告及评估说明,或 | 序号 | 名称 | 项档 | | --- | --- | --- | | | 四川省新能源动力股份有限公司拟发行股份收购四川 | | | 4-2-1-1 | 省能投风电开发有限公司股权所涉及的四川省能投风 | 1 | | | 电开发有限公司股东全部权益项目资产评估报告 | | | 4-2-1-2 | 四川省新能源动力股份有限公司拟发行股份收购四川 | 38 | | | 省能投风电开发有限公司股权所涉及的四川省能投风 | | | | 电开发有限公司股东全部权益项目资产评估说明 | | | | 四川省新能源动力股份有限公司拟发行股份收购四川 省能投风电开发有限公司股权所涉及的四川省能投会 | | | 4-2-1-3 | 东新能源开发有限公司股东全部权益价值项目资产评 | 137 | | | 估说明 | | | | 四川省新能源动力股份有限公司拟发行股份收购四川 | | | 4-2-1-4 | 省能投风电 ...

上市地：深圳证券交易所 证券代码：000155 证券简称：川能动力 四川省新能源动力股份有限公司 发行股份购买资产并募集配套资金暨关联交易 报告书（草案）（注册稿） | 项目 | 交易对方/发行对象 | | --- | --- | | 发行股份购买资产的交易对方 | 东方电气股份有限公司 | | | 成都明永投资有限公司 | | 募集配套资金的发行对象 | 不超过三十五名符合中国证监会规定的特定对象 | 四川省新能源动力股份有限公司发行股份购买资产并募集配套资金暨关联交易报告书（草案）(注册 稿) 目 录 | 目 求 … | | --- | | 育 明 … | | 一、上市公司声明 | | 二、交易对方声明………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………… 7 | | 三、相关证券服务机构及经办人员声明. | | 释 义 … | | 重大风险提示 . | | 一、应收账款数额较大带来的流动性风险………………………………………………………………………… ...

3-2-1 3-2-2 3-2-3 3-2-4 3-2-5 3-2-6 3-2-7 3-2-8 3-2-9 3-2-10 经办律师 2-\~ 王凤 和斗机 青见 以当年 丁日 10 3-2-11 (此页无正文，为《北京国枫律师事务所关于四川省新能源动力股份有限公司发 行股份购买资产并募集配套资金暨关联交易的补充法律意见书之五》的签署页) ...