A "snake swallowing elephant" asset restructuring in the coal power industry is about to come out. On the evening of February 7, Huaihe Energy issued an announcement that it intends to plan a major asset restructuring and suspend trading from February 8.
The announcement shows that the suspension of Huaihe Energy is mainly related to the absorption and merger and the purchase of assets. Among them, the operation object of the company's absorption and merger is the company's controlling shareholder, Huainan Mining (Group) Co., Ltd. (hereinafter referred to as "Huainan Mining").
According to the announcement, Huaihe Energy intends to absorb the merger of Huainan Mining by issuing shares, convertible corporate bonds (if any) and paying cash to all shareholders of Huainan Mining. After the completion of this absorption and merger, Huaihe Energy will become an existing company, inheriting and undertaking all the assets, liabilities, business, personnel and all other rights and obligations of Huainan Mining, and the legal personality of Huainan Mining will be cancelled.
In addition, Huaihe Energy intends to purchase its 10.70% equity interest in Huaihe Energy And Power Group Co., Ltd. by issuing shares and convertible corporate bonds (if any) to China Development Bank Development Fund Co., Ltd. (hereinafter referred to as "CDB Fund").
However, on the day of the above announcement on February 7, Huaihe Energy's stock price rose strongly, closing at 2.61 yuan per share. However, the restructuring announcement followed, which still made the market questioning.
In this regard, Wang Zhibin, a lawyer at Shanghai Minglun Law Firm, told the Securities Daily reporter: "If there is no other public information that can cause the stock price to change, it can be reasonably suspected that its insider information has been leaked in advance, and there is a possibility of 'rat warehouse' buying in advance of the stock price change on the day." ”
"In this case, there is a great possibility that the news will be leaked in advance." Lawyer Yang Zhaoquan, director of Beijing Weinuo Law Firm, also told the Securities Daily reporter.
Huaihe Energy's stock price rises, which obviously has nothing to do with its performance. According to the performance forecast released by the company, Huaihe Energy expects that the net profit attributable to the shareholders of the listed company will decrease by 31.7 million yuan to 61.7 million yuan year-on-year in 2021, with a year-on-year decrease of 6.67% to 12.98%.
As for the reasons for this performance change, Huaihe Energy said that due to the changes in supply and demand in the domestic coal market, the cost of coal burning in wholly-owned power plants has increased, and the performance of the power generation sector has declined. In addition, the impact of non-operating profit and loss is mainly due to the receipt of mine overcapacity transfer and resettlement funds in the previous period, and the central and local supporting funds for coal mine safety transformation projects.
In contrast, Huainan Mining achieved operating income of 44.5 billion yuan and total profit of 2.628 billion yuan in 2018. As of the end of the third quarter of 2019, the total assets of Huainan Mining reached 115.772 billion yuan. However, by 2021, the company's net profit attributable to shareholders of listed companies is expected to be about 447 million yuan, and the total assets at the end of the year will be 17.6 billion yuan.
According to public information, Huainan Mining is located in the Huainan base, one of the six large coal power bases in the two Huaihuai mining areas, with large coal resource reserves, and the Proven Coal Reserves in the Huainan Mining Area are 20 billion tons, of which 17.5 billion tons are recoverable, and there are abundant coal-bed methane, kaolin and other coal associated resources.
In fact, this is not the first time that Huaihe Energy has planned a "snake swallowing elephant" reorganization. As early as 2019, Huaihe Energy issued an announcement that it intended to absorb and merge Huainan Mining, but it ended in termination. The reason for the termination is that the land, housing and other relevant ownership documents involved in some of the production and operation assets of Huainan Mining's subsidiaries have not been obtained as scheduled, and it is expected to be difficult to solve in the short term.
In recent years, the coal industry has been continuously merged and reorganized. The "2020 Coal Industry Development Annual Report" released by the China Coal Industry Association emphasizes the need to cultivate 3 to 5 world-class coal enterprises with global competitiveness; Promote the merger and reorganization of enterprises and establish 10 billion-ton coal enterprises; Encourage large coal enterprises to establish funds for the revitalization and development of old mining areas, support coal enterprises to merge and reorganize across industries, regions and ownership systems, and properly solve the problems left over from the history of old mining areas。
A coal industry analyst who did not want to be named told the Securities Daily reporter that Huaihe Energy's placement of high-quality assets under the controlling shareholder is not only a requirement for the reform of state-owned enterprises, but also the general trend of the development of the coal industry.
For the latest intention to absorb and merge, Huaihe Energy said that the transaction is still in the planning stage, the parties to the transaction have not yet signed a formal transaction agreement, the transaction still needs to perform the necessary internal decision-making procedures, and there is some uncertainty about whether it can be reached.
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