NMHD(SH:600863) Xin Lang Cai Jing·2026-01-07 10:07Core Viewpoint - The acquisition by Inner Mongolia Huadian (600863.SH) reflects a strategic shift towards renewable energy, aligning with national policies to optimize state-owned assets and enhance the quality of central enterprises [1][2][19]. Transaction Features - The transaction showcases typical characteristics of state-owned enterprises, involving internal asset integration under the same control of China Huaneng, which aligns with the State-owned Assets Supervision and Administration Commission's (SASAC) policies [1][17]. - The assessed value of the target assets shows a high appreciation rate, with the Zhenglanqi Wind Power project valued at an increase of 106.18%, and the major shareholder has committed to a three-year performance guarantee with a long lock-up period of 60 months, indicating confidence in long-term development [1][17]. Timeline - Key dates include: - February 11, 2025: Trading suspension - February 21, 2025: Transaction proposal - July 10, 2025: Disclosure of restructuring draft - December 31, 2025: Completion of asset transfer after approvals [18]. Industry and Business Logic - The core logic behind the acquisition is to respond to policy shifts, strengthen the renewable energy business, and optimize profit structure, ultimately enhancing asset quality and market value [2][19]. - As of the end of 2024, the company's renewable energy installed capacity reached 1.8762 million kilowatts, accounting for 14.13% of total capacity, with expectations for further growth post-transaction [20]. Transaction Overview - Inner Mongolia Huadian operates primarily in thermal power generation and has a total installed capacity of 13.2762 million kilowatts, with coal-fired generation accounting for 85.87% and renewable energy for 14.13% [3][20]. - The target assets include: - Zhenglanqi Wind Power Company with a capacity of 1.1 million kilowatts, recognized for its innovative infrastructure [4]. - Duolun Wind Power Company with a capacity of 0.5 million kilowatts [5]. Transaction Plan - The company plans to acquire 70% of Zhenglanqi Wind Power and 75.51% of Duolun Wind Power through a combination of share issuance and cash payment, with a total transaction value of 5.336 billion yuan [6][21]. - The shareholding structure post-transaction will see the controlling shareholder's stake increase from 53.23% to 58.18% [22]. Performance Commitment - The major shareholder has committed to a cumulative net profit of no less than 871.37 million yuan by the end of 2025, with further commitments for subsequent years [23][24]. Secondary Market Performance - The company has maintained a consistent profit distribution policy, with a cash dividend of 1.85 yuan per 10 shares in 2024, totaling 1.207 billion yuan [12][26]. - The historical dividend statistics show a cumulative cash dividend of 11.656 billion yuan since its listing, with an average dividend payout ratio of 56.69% [29].