Xindaxin: Announcement of the sale of Pingdingshan Yicheng New Energy Company

The company and all board members guarantee the truthfulness, accuracy and completeness of the information disclosure, and there are no false records, misleading statements or major omissions.

First, the basic situation of connected transactions

(I) Overview of related party transactions

In August 2012, Pingdingshan Yicheng New Materials Co., Ltd. (hereinafter referred to as "Yicheng New Material") and Jiangxi LDK Solar High-Tech Co., Ltd. (hereinafter referred to as "Saiwei LDK") jointly invested RMB 20 million to establish Pingdingshanyi Chengxin Energy Co., Ltd., in which Yicheng New Materials invested RMB 13.6 million, accounting for 68% of the registered capital, and LDK invested RMB 6.4 million, accounting for 32% of the registered capital. It was used to build China Pingmei Shenma Energy Chemical Group Co., Ltd. Responsible company (hereinafter referred to as "China Pingmei Shenma Group") 12.5MW photovoltaic grid-connected power generation project. Up to now, the first phase of the 5MW project has been completed in June 2013, and the grid-connected power generation has been successfully completed. The second phase of the 7.5MW project has been completed and is being commissioned.

Because the construction of the project is to use the wealthy idle roof of the China Pingmei Shenma Group, the company plans to use the power of the project to supply the units of China Pingmei Shenma Group. The company plans to use no more than Pingdingshan Yicheng New Energy Co., Ltd. The company's corresponding asset valuation value, the acquisition of LDK LDK in debt restructuring

Holding 32% equity of Pingdingshan Yicheng New Energy Co., Ltd., and after completing the above debt restructuring, sold 100% equity of Pingdingshan Yicheng New Energy Co., Ltd. to China Pingmei Shenma Group, the price will be related to securities and futures. The asset assessment report issued by the asset evaluation agency for business qualification is the pricing basis. The company will disclose the progress of follow-up work after Pingdingshan Yicheng New Energy Co., Ltd. completed the asset evaluation.

This related party transaction is not a material related party transaction and does not constitute a major asset restructuring as stipulated in the Measures for the Administration of Major Asset Restructuring of Listed Companies. Up to now, the company has not provided guarantees for Pingdingshan Yicheng New Energy Co., Ltd., entrusted its financial management, and provided funds for it.

Second, related person introduction and relationship

(1) Basic information of related parties

1. Basic situation of Pingdingshan Yicheng New Energy Co., Ltd.

Project basic situation

Name Pingdingshan Yicheng New Energy Co., Ltd.

Nature of the company Other limited liability company

Registered Address 631 East Section of Jianshe Road, Pingdingshan City

Main office location No. 631, East Section of Jianshe Road, Pingdingshan City

Legal representative Sun Bo

Registered capital of 20 million yuan

Tax registration number 410403052279154

Business Scope:

Development, design, installation, commissioning and maintenance of solar power plant components; solar power generation; development and application of basic energy of lithium iron phosphate vanadium project; sales of solar panels, inverters, brackets and related distribution facilities; wind energy, raw Development, design, installation, commissioning and maintenance of materials, geothermal energy and other projects (except for commodities and projects that are prohibited by national laws and administrative regulations).

Major financial data for 2012 Major financial data for the first half of 2013

(already audited) Unit: Yuan (unaudited) Unit: Yuan

Total assets 79,049,758.37 98,481,790.09

Main business income 0 0

Net assets 5,932,347.7 5,665,434.76

Net profit -67,652.30 -266,912.94

2. Basic situation of China Pingmei Shenma Group

Project basic situation

Name China Pingmei Shenma Energy Chemical Group Co., Ltd.

State-owned holding company

Registered Address No. 21, Miner Middle Road, Pingdingshan City, Henan Province

Main office location No. 21, Miner Middle Road, Pingdingshan City, Henan Province

Legal representative Liang Tieshan

Registered capital of 1,849,272,000 yuan

Tax registration number 41040268317425-2

General business scope:

Wholesale coal, coal washing; cord fabric, industrial and civil silk, carpet wire, plastic and rubber products, chemical products (excluding flammable and explosive and chemical dangerous goods), building materials, machinery, automobiles (commercial vehicles and nine Passenger cars above the seat; construction and installation; equipment leasing, house leasing; import and export business (except for goods and technologies that are restricted by the state or prohibited by the state). (If the above scope needs to be approved, it shall not be operated before it is approved)

Major financial data for 2012 Main financial data for the first half of 2013

(already audited) Unit: Yuan (unaudited) Unit: Yuan

Total assets 105,159,609,628.60 120,131,910,031.47

Main business income 96,150,815,778.25 46,875,075,283.05

Net assets 28,016,901,545.51 31,166,019,880.58

Net profit -539,308,061.24 -125,348,931.39

(2) Relationship with listed companies

On April 23, 2013, the company's asset restructuring was approved by the China Securities Regulatory Commission. On April 27, 2013, Yicheng New Materials was changed to a wholly-owned subsidiary of the company. On May 16, 2013, the newly issued shares of the company's assets were re-issued and listed on the Shenzhen Stock Exchange. After the completion of this non-public offering, China Pingmei Shenma Group holds 97,663,326 shares of the company, accounting for 19.42% of the total number of shares of the listed company after the non-public offering. The concerted action holders hold 1,880,751 shares of the listed company, accounting for this time. After the non-public issuance, the total number of shares of the listed company was 1.35%. China Pingmei Shenma Group became the company's largest shareholder, and the Henan Provincial State-owned Assets Supervision and Administration Commission became the actual controller of the new big new material. Therefore, the transaction of Pingdingshan Yicheng New Energy Co., Ltd., a subsidiary of Yicheng New Materials, and China Pingmei Shenma Group constitute a connected transaction.

Third, the main content of related transactions

Because the construction of the project is to use the wealthy idle roof of the China Pingmei Shenma Group, the company plans to use the power of the project to supply the units of China Pingmei Shenma Group. The company plans to use no more than Pingdingshan Yicheng New Energy Co., Ltd. The company acquired the 32% equity of Pingdingshan Yicheng New Energy Co., Ltd., which was held by LDK, and the 100% equity of Pingdingshan Yicheng New Energy Co., Ltd. after the completion of the above debt restructuring. For China Pingmei Shenma Group, the price will be based on the asset evaluation report issued by the asset appraisal agency with securities and futures related business qualifications.

Fourth, the purpose of related transactions and the impact on listed companies

(1) The necessity of connected transactions

Pingdingshan Yicheng New Energy Co., Ltd. is mainly engaged in the development and construction of solar power stations. Its 12.5MW photovoltaic grid-connected power generation project in China Pingmei Shenma Group Electromechanical Equipment Industrial Park has been basically completed, because the construction of the project is to use Chinese flat coal. Shenma Group's subsidiaries are wealthy and idle roofs. In view of the fact that the project's power generation is supplied to the units of China Pingmei Shenma Group, the power station will be sold to China Pingmei Shenma Group, which can earn revenue from power station construction and recycle power station construction. funds.

(2) The related party transaction follows the asset valuation value as the pricing basis and conforms to the market fair value pricing principle.

As this proposal involves a related transaction with China Pingmei Shenma Group, this proposal still needs to be submitted to the company's shareholders meeting for consideration and approval before implementation.

V. Documents for reference

(1) Resolutions of the 28th meeting of the second board of directors of the company;

(II) Resolutions of the 21st meeting of the second board of supervisors of the company.

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