Having been planned for a long time, the Dalian Thermal Power restructuring draft has finally surfaced, further clarifying details such as target evaluation and transaction price. During this reorganization, Dalian Thermal Power plans to sell all the company’s assets and liabilities and integrate Kanghui New Materials Technology Co., Ltd. (hereinafter referred to as “Kanghui New Materials”), a subsidiary of Hengli Petrochemical, into the body. Kanghui New Materials will be listed through this reorganization. Hengli Petrochemical will also acquire the control rights of Dalian Thermal Power through this reorganization. According to the restructuring draft, the price for acquiring 100% of the equity of Kanghui New Materials was determined to be 10.153 billion yuan, which is much higher than the current total market value of Dalian Thermal Power.
On September 11, Hengli Petrochemical announced that it planned to spin off its subsidiary Kanghui New Materials Technology Co., Ltd. and achieve reorganization and listing through reorganization with Dalian Thermal Power Co., Ltd.
After the spin-off is completed, the company’s equity structure will not change. Dalian Thermal Power will become the controlling shareholder of Kanghui New Materials, and Hengli Petrochemical will become the controlling shareholder of Dalian Thermal Power.
The price exceeds 10 billion yuan
According to the announcement, Dalian Thermal Power intends to sell all assets and liabilities as of the valuation base date to Clean Energy Group, and the counterparty to the transaction for the assets to be sold will pay the consideration in cash.
According to the “Assets to be Sold Appraisal Report” issued by Guorong Xinghua and approved by the Dalian State-owned Assets Supervision and Administration Commission, with June 30 as the assessment base date, the appraised value of the assets to be sold in this transaction is 652 million yuan. After friendly negotiation between the parties to the transaction, based on the above-mentioned appraisal value, the transaction price of the assets to be sold in this restructuring is 652 million yuan.
According to the “Evaluation Report of Assets to be Purchased” issued by Huaya Zhengxin, taking June 30 as the evaluation base date, in this transaction, the price of the asset purchase transaction through the issuance of shares is 10.153 billion yuan, and Dalian Thermal Power will issue shares to Hengda. Purchase from Li Petrochemical and Hengli Chemical Fiber. After negotiation between the parties to the transaction, the price of the assets purchased in this issuance of shares is 4.42 yuan/share, which is no less than 80% of the average stock trading price in the 120 trading days before the pricing base date.
Before this transaction, the controlling shareholder of Dalian Thermal Power was Clean Energy Group, and the actual controller was the State-owned Assets Supervision and Administration Commission of the Dalian Municipal People’s Government.
Hengli Petrochemical will become the controlling shareholder
Before this transaction, Dalian Thermal Power’s total share capital was 405 million shares. Based on the transaction price of the proposed asset purchase of 10.153 billion yuan and the company’s current share issuance price of 4.42 yuan per share, Dalian Thermoelectricity plans to issue 1.524 billion shares to Hengli Petrochemical and 773 million shares to Hengli Chemical Fiber. After the completion of this transaction, Dalian Thermal Power’s total share capital will increase to 2.702 billion shares, and Hengli Petrochemical and Hengli Chemical Fiber will collectively hold 85.02% of the company’s shares. After the completion of this transaction, the controlling shareholder of Dalian Thermal Power will be changed to Hengli Petrochemical.
Dalian Thermal Power previously disclosed its 2023 semi-annual report. The report shows that in the first half of the year, it achieved operating income of 402 million yuan, a year-on-year decrease of 2.88%; net profit attributable to shareholders of listed companies was 207 million yuan, a year-on-year increase of 3854.33%.
Through this spin-off and listing, Hengli Petrochemical will further focus on PX, acetic acid, PTA, ethylene glycol, civil polyester filament, industrial polyester filament, etc. involved in the upstream, midstream and downstream business areas of the entire refining and petrochemical industry chain. Production, research and development and sales of products. Kanghui New Materials will become an independent listing platform, which will be beneficial to the profitability and comprehensive competitiveness of functional membrane materials, high-performance engineering plastics and biodegradable materials business.