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林洋能源: 广发证券股份有限公司关于江苏林洋能源股份有限公司转让下属子公司股权涉及部分募投项目转让的专项核查意见

Transaction Overview - Jiangsu Linyang Energy Co., Ltd. plans to transfer 100% equity of five subsidiaries to Guangdong Yue Water Electricity Energy Investment Group Co., Ltd. for a total consideration of RMB 470.9385 million, involving a total installed capacity of 236.5 MW in photovoltaic power stations [1][2] - The transaction does not constitute a related party transaction or a major asset restructuring [2] Purpose and Reasons for the Transaction - The transaction aims to optimize the asset structure of power stations, reduce accounts receivable related to renewable energy subsidies, and improve capital efficiency [3] - The transfer is expected to activate existing assets and lower the asset-liability ratio, aligning with the company's overall development strategy [3] Fundraising and Investment Project Progress - The company raised a total of RMB 2.8 billion from a non-public offering of shares in 2016 and RMB 3 billion from a public offering of convertible bonds in 2017 [4][5] - The funds have been allocated to various projects, including a smart distributed energy management core technology R&D project and a 12 GW high-efficiency N-type TOPCon photovoltaic cell production base [6][8] Financial Impact of the Transaction - The transaction is expected to increase pre-tax net profit by approximately RMB 10.2066 million [2] - The net asset book value of the transferred subsidiaries is RMB 470.9385 million, with an assessed value of RMB 484.3734 million, resulting in an appraisal increment of RMB 13.4349 million [2][19] Basic Information of the Transaction Counterparty - Guangdong Yue Water Electricity Energy Investment Group Co., Ltd. was established on January 12, 2023, with a registered capital of RMB 48 million [9][11] - The company has no related party relationship with Jiangsu Linyang Energy Co., Ltd. and its subsidiaries [11] Basic Information of the Transaction Targets - The transaction targets include three subsidiaries under Anhui Linyang New Energy Technology Co., Ltd. and two subsidiaries under Jiangsu Linyang New Energy Technology Co., Ltd., all of which are wholly owned [14][16] - The subsidiaries are engaged in solar power generation and related consulting services, with good credit status and no outstanding legal issues [14][16] Evaluation and Pricing of the Transaction - The evaluation was conducted using the income approach, with a valuation date of September 30, 2024, resulting in a fair and reasonable pricing of RMB 470.9385 million, which is below the assessed value due to objective factors such as delayed subsidy payments [19][21] Impact on the Company - The transaction is expected to enhance cooperation with partners and improve the company's financial health without adversely affecting its future financial status or operating results [3][8]