The concept of restructuring has been very popular recently. The collection list is as follows (1):

1) Wenshan Electric Power 600995

(10 boards)

Replacement asset pumped hydro storage

1. Resumption of trading on October 18, 10 A major asset reorganization plan was disclosed on the evening of March 15th. It is planned to sell out the relevant assets and liabilities mainly engaged in the purchase and sale of electricity, power design and distribution of electricity business from the listed company, and share the equivalent of 100% of the equity of the peaking and frequency regulation company held by China Southern Power Grid. The exchange will be carried out, and the difference will be purchased by the listed company from the counterparty by issuing shares. After the completion of this transaction, the company's main business will be transformed into the development, investment, construction and operation of pumped hydropower storage, peak-shaving hydropower and grid-side independent energy storage businesses, achieving a complete transformation at the business level.

2. The issuance price of this issuance of shares to purchase assets is 6.52 yuan, and the number of shares issued shall not exceed 30% of the total share capital of the listed company after the issuance of shares to purchase assets in this transaction. After the transaction is completed, the company will ultimately control The person remains unchanged and remains the State Council.

3. Peak regulation and frequency regulation company is one of the first domestic enterprises to enter the pumped hydro energy storage industry. As the only subsidiary of China Southern Power Grid Corporation that is responsible for investment, planning, construction, operation and management of peak and frequency modulated power supplies, it continues to focus on the construction of pumped hydro energy storage. At present, the company has built and put into operation 5 pumped storage power stations with a total installed capacity of 7.88 million kilowatts. There are two pumped storage power stations under construction, with a total installed capacity of 2.4 million kilowatts. There are three power stations currently undergoing preliminary construction, with a total installed capacity of 3.6 million kilowatts.

4. Peak shaving and frequency modulation company in the first half of 2019, 2020 and 2021: revenue was 4.84 billion, 5.30 billion, 3.12 billion; net profit attributable to the parent company was 820, 840, 560 million; net cash flow generated from operating activities Amounts of 3.04, 3.13, and 1.68 billion (the above data are not audited)

2) Phoenix Optical 600071

(11 consecutive boards)

Plans to reorganize and transform semiconductor materials

1. A major asset restructuring plan was disclosed on the evening of September 29. The company plans to issue shares to Dianke Materials and others to purchase 100 shares of Guosheng Electronics and 100 shares of Puxing Electronics; the target companies planned to be injected into this restructuring, Guosheng Electronics and Puxing Electronics, are mainly engaged in semiconductor epitaxial materials;

2 .This transaction is part of the overall deployment of China Electronics Technology's industrial development, reorganizing the semiconductor epitaxial materials business into listed companies, and cultivating industry competitiveness in the semiconductor industry. Through this reorganization, the company will strategically withdraw from the optical equipment industry, and its future business will Positioned in semiconductor epitaxial materials;

3. The total net profit attributable to the parent company of Guosheng Electronics and Puxing Electronics was 231 million in 2020 and 246 million in the first half of 21 (unaudited), including: Guosheng Electronics: Revenue in 2020 is 700 million, and net profit attributable to the parent is 123 million; In the first half of 21, revenue is 420 million, and net profit attributable to the parent is 117 million; Puxing Electronics: Revenue in 2020 is 709 million, and net profit attributable to the parent is 108 million; Income in the first half of 21 494 million, and net profit attributable to the parent company is 129 million;

4. The issuance price of the funds raised this time is determined to be 12.8 yuan/share. After the transaction is completed, Dianke Materials is expected to become the company’s controlling shareholder, indirectly controlling The person is still China Electronics Technology

3) Sichuan Luqiao 600039

(4 boards in 7 days)

Merger and acquisition of wind power storage

1 .Recent major asset restructuring announced. Acquiring road and bridge assets will continue to consolidate the main business. Such assets have relatively stable returns, thereby ensuring the stability of performance. The market also gave good feedback after the opening. After a week of trading suspension, two straight boards appeared in a row.

2. At the same time, Sichuan Road and Bridge is located in the Chengdu-Chongqing Economic Circle and is in line with the country’s recent development plan.

3. Currently, this stock involves wind power water-cooled energy storage, with graphene and lithium battery concepts. Sichuan Energy intends to transfer 5% of the equity of Energy Investment Lithium Industry to it. It will jointly develop a lithium iron phosphate project with BYD and Sichuan Power. It has the dual concepts of pure lithium battery and energy storage.

4. Carbon trading concept. Sichuan Tieneng Electric Power Co., Ltd. holds 40% of the shares of Sichuan United Environmental Exchange. Sichuan Luqiao holds a 40% stake in Sichuan Tieneng Electric Power Co., Ltd.

4) Jinkai Xinneng 600821

(5 boards in 8 days)

Planned acquisition of Heze Zhijing New Energy Wind Power Photovoltaic

1. It was announced on the evening of October 26 that the company’s wholly-owned subsidiary CDB New Energy is planning to purchase 90% of the equity of Heze Zhijing New Energy Co., Ltd. held by Yu Yingnan through cash payment. The total investment amount of the corresponding target project is estimated No more than 630 million yuan. According to preliminary calculations, this transaction is expected to constitute a major asset reorganization.

2. The actual controller of the company is Tianjin State-owned Assets Supervision and Administration Commission, and its shareholders include CDB Financial, Goldwind Technology, Three Gorges Capital, etc. It has a background of China Development Bank and rich financing channels. The company’s main business goals in 2021 include vigorous development Wind power and photovoltaic power station business.

3. The company’s main business is the development, investment, construction and operation of new energy power. It currently mainly includes two sectors: photovoltaic power generation and wind power generation. It has screened and reserved photovoltaic power generation projects in more than 10 provinces and cities across the country. Nearly 3GW, of which the grid-connected capacity is nearly 700MW.

4. It was announced on September 15 that the company’s wholly-owned subsidiary CDB New Energy plans to acquire 100 shares of Mulei County Caifeng Silk Road for RMB 152 million. Caifeng Silk Road’s main asset is its holdings of Mulei The 200MW wind power station project of Dashoudou No.5 Wind Farm will be completed and connected to the grid at full capacity by the end of December 2020.

5) China Electric 603988

(5 boards in 6 days)

Replacement of photovoltaic power generation

China Electric announced asset restructuring Announcement, it plans to exchange all or part of its assets and liabilities with the equivalent part of the equity of Beiqing Smart held by Tianjin Fuqing. At the same time, the listed company plans to purchase the difference between the transaction price of the purchased assets and the purchased assets by issuing shares to all shareholders of Beiqing Wisdom. Before this transaction, the controlling shareholder of the listed company was Ningbo Juntuo and had no actual controller. After the completion of this transaction, the controlling shareholder of the listed company will be changed to Tianjin Fuqing, and the Beijing State-owned Assets Supervision and Administration Commission will become the actual controller of the company.

After the reorganization is completed, CLP Electric will transform into a new energy company whose main business is photovoltaic power generation and other businesses.

Beiqing Wisdom will backdoor its return to A shares

According to the announcement, Beiqing Wisdom’s main business includes investment, development, construction, operation and management of photovoltaic power generation business and wind power business. Electricity sales revenue mainly comes from centralized photovoltaic power station business, distributed photovoltaic power station business and wind power business.

From 2017 to January to June 2020, the main financial data of Beiqing Smart Simulation Caliber (unaudited) are as follows, of which net profits were 432 million yuan, 732 million yuan, 781 million yuan and 435 million yuan.

1. In the field of wind power, China Electric Motor plans to invest 100% equity in Beiqing Wisdom through major asset reorganization. The business of the target company includes investment, development, construction, operation and management of photovoltaic power generation business and wind power generation business; the realized electricity sales revenue mainly comes from centralized photovoltaic power station business, distributed photovoltaic power station business and wind power generation business. The company has strong R&D capabilities and continues to strengthen R&D efforts in new products and new fields. It has completed the research and development of a new series of medium-speed permanent magnet synchronous generators for wind power and YBX3 high-efficiency high-voltage explosion-proof motors, filling the company's niche in special working conditions industries. Blank, further enriching product variety types and product lines.

The company has 99 valid patents, including 53 invention patents and 46 utility models.

2. In the field of new energy, China Electric Motor focuses on the R&D and production of large and medium-sized DC motors, medium and high-voltage asynchronous motors, synchronous motors, explosion-proof motors, marine motors, mine hoists, wind turbines, and automobile power generation. machines and other special motors, the company's performance in 2020 has increased significantly, mainly due to the increase in demand from the wind power industry due to market influence, and the company's wind turbine business has grown significantly. The growth areas of the large and medium-sized motor market are mainly in the fields of power station facility renovation, petrochemical explosion protection, energy conservation and environmental protection, water conservancy, nuclear power, and new energy development. The growth areas of the small and medium-sized motor market are mainly concentrated in servo motors, new energy vehicle motors, rare earth permanent magnet motors and other intelligent Energy-saving motor field.

3. The Yuanverse section is strong. The business of Playmate Times, a subsidiary of China Electronics, covers online game research and development, global distribution operations, IP ecological derivatives, investment in cultural and creative industries, mobile social platforms, etc., and has successfully launched Popular high-quality games such as "Fu Sheng Wei Qing Ge", "Elf Restaurant", and "The Legend of Concubine Xi".

6) Junda Shares 002865

(2 boards in 5 days)

Reorganization of photovoltaic battery automotive accessories Xpeng Motors completed

1. It was announced on the evening of September 28 that the implementation of major asset restructuring matters has been completed. The company purchased 47.35 shares of Jie Tai Technology from Hongfu Photovoltaic for a total consideration of 1.33 billion yuan; the industrial and commercial registration has been completed, and the company holds 51 shares of Jie Tai Technology. Tai Technology became a holding subsidiary of a listed company.

2. The company plans to use 150 million yuan to increase capital in Hongye New Energy. After the capital increase, the company holds 12 shares of Hongye New Energy. Hongye New Energy is currently in the construction period and is building a high-efficiency solar power plant with an annual output of 5GW. Size (182mm and above size) battery items.

3. On July 9, the company planned to purchase 51 shares of Jie Tai Technology for 1.434 billion yuan in cash. Jie Tai Technology is one of the companies with the largest shipments of photovoltaic cells in China. According to data from PV InfoLink, Jie Tai Technology Zhanyu New Energy, the predecessor of Tai Technology's battery cell business, ranked among the top five in the industry in terms of battery cell shipments in 2019.

4. Jettech is one of the most advanced photovoltaic cell manufacturers in China, with a current annual production capacity of approximately 8.2GW. Its production capacity is second only to Tongwei Co., Ltd. among A-share listed independent battery manufacturers (2020 30GW in 2020) and Aixu Shares (22GW in 2020).

5. The company’s main business is the postgraduate sales of automobile plastic interior and exterior parts. New energy automobile partners include Haima Automobile, Jiangling Motors, Xiaopeng Automobile and WM Motor.

7) Zhongmin Energy 600163

(5-panel 3-panel)

Wind power photovoltaic power generation

50GW offshore in Zhangzhou City, Fujian The plan for a large wind power base has been released; within the year, China's total offshore wind power installed capacity is likely to exceed that of the United Kingdom, becoming the country with the largest offshore wind power installed capacity in the world.

1. The company is one of the earliest wind power companies involved in the preliminary work and development and construction of wind power projects in Fujian Province. The onshore wind farms that have been put into operation are mainly located in Fuqing, Pingtan, Lianjiang, etc. with relatively good wind resources. In coastal areas, the actual annual utilization hours of operation are high and there is no wind curtailment or power curtailment.

2. The company’s controlling shareholder, Fujian Investment Group, has 312,000/500,000 kilowatts of offshore wind power under construction/preparation and 1.2 million kilowatts of pumped storage projects under construction. These projects are expected to be injected into the listed company after achieving profitability; the company is actively To explore the field of biomass power generation projects, a 30,000-kilowatt agricultural and forestry biomass cogeneration project is also expected to be put into operation in 2021.

3. The first and second phases of the Putian Pinghaiwan Offshore Wind Farm project were injected through major asset restructuring in 2020. If the second phase of the Putian Pinghaiwan Offshore Wind Farm 246,000 kilowatt project can be successfully completed and put into operation in 2021, An additional 114,000 kilowatts of offshore wind power installed capacity will be added in 2021; as of June 30, 2021, the company's offshore wind power project installed capacity accounted for 25.67% of the company's total installed capacity.

4. The third quarter report of 2021 was disclosed on October 27. The company achieved operating income of 1.001 billion yuan in the first three quarters, a year-on-year increase of 50.9. Net profit was 390 million yuan, a year-on-year increase of 94.92%. The performance growth was mainly due to the fact that the Fuqing Damaoshan Wind Farm Project and the Pingtan Qingfeng Wind Farm Phase II Project were still under construction in the same period last year and were not fully put into operation; the Pinghai Bay Offshore Wind Farm Phase II Project added some new wind turbines into operation compared with the same period last year, and the power sales increased. , income increases accordingly.

8) Tianxiaxiu 600556

(6 days, 5 boards)

Reorganizing the new media metaverse

As the A-share market is relatively rare As a leading company in the new media marketing industry, Tianxiaxiu has also benefited from the most popular concept of the metaverse recently. Tianxiaxiu has been sought after by the secondary market and recorded three consecutive hits.

1. In December 2019, Tianxiaxiu, a leading company in the new media industry, successfully went public through a backdoor transaction with ST Huiqiu. At the time of the reorganization, Tianxiaxiu’s overall valuation was 3.995 billion yuan. In the reorganization plan, the listed company issued shares to all shareholders of Tianxiaxiu to purchase 100 shares of Tianxiaxiu, and merged Tianxiaxiu. The listed company was the merging party, and Tianxiaxiu was the merged party; after the completion of the absorption and merger, Tianxiaxiu was deregistered as a legal person Qualifications, the listed company, as the surviving entity, will assume all assets, liabilities, business, personnel, contracts, qualifications and all other rights and obligations of Tianxiaxiu. At the same time, the 46.04 million shares of the listed company held by Tianxiaxiu will be canceled accordingly, and Tianxiaxiu will be cancelled. Cash option providers provide cash options to all shareholders of listed companies.

The reorganized financial statements show that Tianxiaxiu achieved operating income of 1.977 billion yuan in 2019, a year-on-year increase of 63.47%; the net profit attributable to shareholders of the listed company was 259 million yuan, a year-on-year increase of 63.79%.

All shareholders of Tianxiaxiu have made performance commitments. The net profit realized by Tianxiaxiu from 2019 to 2021 (net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses) will be no less than 245 million. yuan, 335 million yuan, 435 million yuan.

In the first year after the restructuring was completed, Tianxiaxiu successfully achieved its performance commitments. In 2019, the company's audited net profit attributable to the owners of the parent company after deducting non-recurring gains and losses was 254 million yuan, exceeding the performance commitment of 245 million yuan for the current period, with a completion ratio of 103.65.

In a new industry relying on the fan economy, Tianxiaxiu has gradually grown into a leading celebrity new economy company in China by building a stable "celebrity economic ecosystem".

Looking at the company’s financial data in recent years, from 2016 to 2018, Tianxiaxiu achieved operating income of 476 million yuan, 725 million yuan, and 1.21 billion yuan respectively, and net profits attributable to the parent company were 59 million yuan and 1.01 billion yuan respectively. billion, 158 million yuan. Taking into account last year's performance, Tianxiaxiu's revenue and net profit have grown at a compound rate of 60.73% and 63.56% in the past three years, and are in a stage of rapid growth.

Looking at the business segments in detail, thanks to its continued focus on new media marketing, Tianxiaxiu’s new media marketing customer agency service revenue reached 1.707 billion yuan in 2019, a year-on-year increase of 89.23%. At the same time, new media advertising trading system service revenue was 269 million yuan, a year-on-year decrease of 12.03%. However, this part of the revenue is small and has little impact on the overall performance.

2. Fixed increase of 2.12 billion to consolidate its leading position.

With the successful listing, the channels for capital replenishment have been broadened, and Tianxiaxiu’s “capital operation debut” after its listing focused on private placement financing.

According to the private placement plan disclosed by the company a few days ago, the company plans to non-publicly issue no more than 504 million shares to no more than 35 specific investors, and the total amount of funds raised will not exceed 2.12 billion yuan, which will be used for new media. Commercial big data platform construction project, WEIQ new media marketing cloud platform upgrade project and supplementary working capital.

Calculated based on the upper limit of shares issued, after the completion of this issuance, the shareholding ratio of Sina Group and Li Meng, the actual controllers of Tianxiaxiu, will drop from 41.84 before the issuance to 32.18, and they will still be the actual controllers of the company.

In fact, in recent years, the rapid development of new media communication platforms such as social media, short videos, audio, and live broadcasts has driven the prosperity of new media industry practitioners and the self-media industry. As a leading company in the new media industry with social marketing as its core, building a new media commercial big data platform will help Tianxiaxiu consolidate its position as the leading new economic big data commercial platform in China.