On September 27, 2013, the company issued the report on issuing shares and paying cash to purchase assets and raise matching funds and major asset restructuring: the company intends to issue shares to International Power and pay cash to purchase 100% of each of its 12 wholly-owned subsidiaries. Xingrun Coal Coke issued shares to buy 45% of its stake in Linfen Mining. At the same time, it is proposed to raise supporting funds from non-public offerings of no more than 10 specific investors, and the total amount of supporting funds raised shall not exceed 25% of the total amount of the transaction, and no more than 3 billion yuan. Compared with the "preliminary Plan for issuing shares to purchase assets and raising matching funds and related Party transactions" announced on March 29, 2013, this draft mainly has the following differences:
(1) underlying assets: due to defects such as incomplete licenses and property rights disputes, companies such as Yuxing Coal Industry and Jinda Coal Industry were transferred out.
(2) Evaluation value: according to the book assets of 42.77 yuan on July 31, 2013, the value of the assessed assets is 11.209 billion yuan, which is 800 million yuan less than that of the previous plan.
(3) additional offering price: adjusted for dividends, the additional offering price is 6.59 yuan per share (6.79 yuan per share before)
(4) additional issuance plan: evaluate the value and price changes and increase cash payment. The plan is to issue 1.383 billion shares to International Electric Power, 1.5 billion yuan in cash, and 43.8723 million shares to Xingrun Coal Coke.
(5) matching funds: define the matching financing limit and matching financing direction, control the scale of share issuance-the matching financing limit shall not exceed 25% of the transaction, and no more than 3 billion yuan: 1.5 billion yuan to pay asset consideration; 812 million yuan will be used to purchase part of the equity of Yangquan Yanshou Coal Company and other three companies, and the remaining funds will be used to supplement working capital.
(6) profit compensation Agreement: signed the "profit compensation Agreement": international Electric Power and Xingrun Coal Coke made a profit compensation commitment to the 2014-2016 net profit in the mining right evaluation of the four coal mines in accordance with their respective ownership, to further protect the interests of listed companies and existing shareholders.
The asset purchase price is relatively high, considering the profit compensation agreement, the price is basically reasonable. According to the calculation in 2012, the PE and PB of the injected assets are 13.53 times and 2.47 times respectively (the PE and PB of the previous plan are 12.5 times and 1.85 times respectively). The acquisition price is higher than that of the previous plan, but it is still lower than the valuation level of listed companies (PE and PB are 18.47 times and 1.94 times respectively). According to the 2012 performance measurement, it can be increased by 0.10 yuan. The increase in asset purchase prices may be the reason for the higher quality of other coal assets after the loss-making Yuxing Coal Industry is transferred.
The coal quality of the acquired assets is good and the profitability is strong. Judging from the coal mines acquired this time, the total design production capacity of the four coal mines is 6.7 million tons / year, the equity production capacity is 4.79 million tons / year, and the resource reserves are 734 million tons. Coal is mainly coking coal and lean coal with high price, and its profitability is strong, especially in Sanyuan Coal Industry and Wangzhuang Coal Industry, which are subordinate to Changzhi Jutong, the profit per ton of coal in 2012 is still as high as 300 yuan / ton and 180 yuan / ton respectively. The reason for better profit is that the quality of coal injected into coal mine is good and the burden is lighter. Take Sanyuan coal industry as an example, the quality of coal is mainly poor and lean coal, the price of raw coal is 700yuan / ton (including tax), and the price of washed coal is 950yuan / ton (including tax). The total number of personnel is only more than 1400.
Coal and power integration to create a comprehensive energy platform. Due to the relatively high cost of logistics and other intermediate links in coal prices, compared with similar domestic power plants, this restructuring will significantly reduce intermediate costs, thus significantly improving the profitability of the company's power plants. After the private placement acquisition of coal production and railway coal trade, the company has moved forward from a single power generation and power supply business to integrated energy business. in the future, the company will integrate power generation, power distribution, coal production, coal trade and transportation, and natural gas business. After the prelude to the integration of coal and power transportation resources of the group company, the overall listing of coal-related business and the comprehensive integration of coal and power resources will be gradually realized in the future.
Considering that the additional issuance is expected to be completed by the end of the year, we predict that the net profit belonging to the shareholders of the parent company from 2013 to 2015 will be 1.534 billion yuan, 1.67 billion yuan and 17.75 yuan, respectively, corresponding to 0.5,0.55 yuan and 0.58 yuan EPS, respectively.