Securities code: 002092 securities abbreviation: Xinjiang Zhongtai Chenical Co.Ltd(002092) listing place: Shenzhen Stock Exchange Xinjiang Zhongtai Chenical Co.Ltd(002092)
Plan for issuing shares, convertible corporate bonds, purchasing assets and raising supporting funds and related party transactions
Project counterparty / issuer
Xinjiang Zhongtai Petrochemical Group Co., Ltd
Yihe Yinfeng Tianyuan (Tianjin) Group Co., Ltd
Beijing Hongpin information consulting partnership (limited partnership)
Beijing wangkewang Technology Co., Ltd
Gongqingcheng Shengheng No.2 equity investment partnership (limited partnership)
Counterparty for asset purchase: Meike Investment Group Co., Ltd
Xinjiang Taihe Xinding equity investment management partnership (limited partnership)
Luzhou Puxin equity investment fund partnership (limited partnership)
Yu Airu
Gongqingcheng Xinhui investment management partnership (limited partnership)
Tongxiang Youzheng equity investment partnership (limited partnership)
There are no more than 35 qualified specific investors to raise supporting funds
January, 2002
Company statement
The company and all directors, supervisors and senior managers of the company guarantee that the contents of the plan and its summary are true, accurate and complete, and there are no false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and integrity of the information provided.
If this transaction is filed for investigation by the judicial organ or by the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, all directors, supervisors and senior managers of the company will suspend the transfer of the shares of the listed company held by them (if any) until the conclusion of the case investigation is clear. As of the signing date of this plan, the audit and evaluation related to this transaction have not been completed, and some data involved in this plan have not been audited by an audit institution that meets the requirements of relevant laws and regulations. Investors are requested to use it carefully. All directors, supervisors and senior managers of the company guarantee the authenticity and rationality of the relevant data quoted in this plan. The audited financial data and evaluation results of relevant assets will be disclosed in the restructuring report. The final results of audited financial data, evaluation or valuation of relevant assets may be quite different from the disclosure of the plan.
The matters mentioned in this plan do not represent the substantive judgment, confirmation or approval of the CSRC and Shenzhen Stock Exchange on matters related to this transaction. The effectiveness and completion of the matters related to this transaction described in this plan have yet to be reviewed by the board of directors of the company, and approved by the general meeting of shareholders of the company and the competent regulatory authority.
According to the provisions of the securities law and other relevant laws and regulations, after the completion of this transaction, the company shall be responsible for the changes in the company's operation and income, and the investors shall be responsible for the investment risks caused by the changes. When evaluating the company's transaction, in addition to the contents of this plan and the relevant documents disclosed at the same time with this plan, investors should also seriously consider the risk factors disclosed in this plan. If investors have any questions about this plan, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
Counterparty statement
The counterparty of this reorganization has issued a letter of commitment on the authenticity, accuracy and completeness of the information and materials provided in the process of this transaction to ensure that it will provide relevant information of this reorganization in time, and the relevant information provided for this transaction is true, accurate and complete without false records, misleading statements or major omissions, And bear legal responsibility for the authenticity, accuracy and integrity of the information provided.
As the shareholder of MEC chemical and the counterparty of this transaction, the company / the unit / I promise the authenticity, accuracy and completeness of the information provided as follows:
1. The company / unit / I have provided information and documents related to this transaction to listed companies and intermediaries providing professional services such as audit, evaluation, legal and financial consulting for this transaction. The company / unit / I guarantee that the copies or copies of documents and materials provided are consistent with the original or original, And the signatures and seals of these documents are true, and the signatories of these documents are legally authorized.
2. The company / the unit / I guarantee the authenticity, accuracy and completeness of the information and documents provided by the company / the unit / I to the listed company and relevant intermediaries during the period of participating in this transaction, and guarantee that there are no false records, misleading statements or major omissions, and the authenticity, accuracy and completeness of the information provided The accuracy and completeness shall bear corresponding legal liabilities. If the information provided has false records, misleading statements or major omissions, which cause losses to listed companies, investors and relevant intermediaries, they will be liable for compensation according to law.
3. The company / the unit / I promise that if the transaction is filed for investigation by the judicial organ or the China Securities Regulatory Commission due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, the company / the unit / I will not transfer the shares (if any) with interests in the listed company until the investigation conclusion is formed, And submit the written application for suspension of transfer and the stock account to the Xinjiang Zhongtai Chenical Co.Ltd(002092) board of directors within two trading days after receiving the notice of filing and inspection, and the board of directors will apply for locking to the stock exchange and the registration and Clearing Company on behalf of the company; If the application for locking the securities account of the company / the company is not submitted to the board of directors / the company within two days after the application for locking the securities account of the company / the company / the board of directors / the company is not directly submitted; If the board of directors fails to submit the account information of the company / unit / person to the stock exchange and the registration and settlement company, it authorizes the stock exchange and the registration and settlement company to directly lock the relevant shares.
If the investigation concludes that there are violations of laws and regulations, the company / the unit / I promise to lock in shares for compensation by listed companies and investors.
4. According to the transaction process, when the company needs to continue to provide relevant documents and information, the company / the unit / I guarantee that the information continued to provide still meets the requirements of authenticity, accuracy and completeness.
catalogue
The company declares that 2. The counterparty declares that 3 catalog 5 interpretation 8. Tips on major issues 11 I. overview of this transaction plan 11 II. Valuation of the underlying assets of this transaction 16 III. analysis on whether this transaction constitutes a major asset reorganization, related party transaction, reorganization and listing 16 IV. performance compensation commitment 17 v. impact of this transaction on listed companies 17 VI. the transaction has been performed and the approval procedures to be performed 18 VII. Principled opinions of controlling shareholders on this transaction VIII. The reduction plan of directors, supervisors, senior managers, controlling shareholders and persons acting in concert of the listed company from the date of resumption of the reorganization to the completion of the implementation 19 IX. important commitments made by relevant parties to this transaction XX. Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction 30 Xi. Information tips to be supplemented and disclosed 31 major risk tips 32 I. risks related to this transaction 32 II. Risks related to the operation of the subject company 35 III. risks related to non-public issuance of convertible corporate bonds 37 IV. other risks 38 chapter I overview of this transaction 39 I. background and purpose of this transaction 39 II. Overview of this transaction plan 41 III. the transaction has been performed and the approval procedures to be performed 45 IV. analysis on whether this transaction constitutes a major asset reorganization, related party transaction, reorganization and listing 46 v. impact of this transaction on listed companies 47 Chapter II basic information of listed companies forty-nine
1、 Basic information 49 II. Establishment and previous name of the company 50 III. top ten shareholders 50 III. controlling shareholders and actual controllers 51 IV. changes in control in the last 36 months 52 v. main business development and main financial indicators in the last three years Vi. major asset restructuring in the last three years 53 VII. Legal compliance of listed companies Chapter III basic information of counterparties 55 I. Zhongtai petrochemical 55 II. Yihe Yinfeng 56 III. Beijing Hongpin 57 IV. Beijing online customer network 58 v. Shengheng No. 2, Gongqing city 59 VI. Merck investment 61 VII. Taihe Xinding 62 VIII. Luzhou Puxin 64 IX. Yu Airu 65 X. Gongqing City Xinhui 65 Xi. Tongxiang Youzheng 66 Chapter IV basic information of the subject company 68 I. Basic Information 68 II. Property right control relationship 68 III. basic information of subordinate companies 71 IV. main financial indicators of the subject company 73 v. development of main business 74 VI. estimated value and proposed pricing 77 Chapter V payment method 78 I. payment method of this transaction 78 II. Basic information of issuing shares 78 III. basic information of issuing convertible corporate bonds Chapter VI raising supporting funds eighty-four
1、 Overview of supporting funds raised in this transaction 84 II. Share issuance of supporting funds raised 84 III. issuance of convertible corporate bonds raising supporting funds 85 IV. purpose of raised funds 86 v. relationship between issuing shares, convertible corporate bonds and paying cash to purchase assets and raising supporting funds by issuing shares and convertible corporate bonds Chapter VII impact of this transaction on listed companies 87 I. The impact of this transaction on the equity structure of listed companies 87 II. The impact of this transaction on the main business of the listed company 87 III. The impact of this transaction on the profitability and financial indicators of listed companies 87 Chapter VIII approval matters and risk tips of this transaction 89 I. the transaction has been performed and the approval procedures to be performed 89 II. Risks related to this transaction 90 III. risks related to the operation of the subject company IV. risks related to non-public issuance of convertible corporate bonds 95 v. other risks 96 Chapter IX other important matters 97 I. principled opinions of controlling shareholders and persons acting in concert on this reorganization 97 2. The reduction plan of directors, supervisors, senior managers, controlling shareholders and persons acting in concert of the listed company from the date of resumption of the reorganization to the completion of the implementation 97 III. explanation that the share price fluctuation of listed companies did not reach 20% before the suspension of trading 97 IV. explanation that the relevant subjects of this transaction are not allowed to participate in the material asset reorganization of any listed company in accordance with Article 13 of the Interim Provisions 98 v. description of asset transactions of Listed Companies in the last 12 months 98 VI. whether this transaction leads to the dilution of the earnings per share of the listed company VII. Cash dividend policy and corresponding arrangements after the completion of this transaction VIII. Relevant arrangements to protect the legitimate rights and interests of investors Chapter X opinions of independent directors 102 Chapter XI statements and commitments 104 I. statement of all directors of the listed company 104 II. Statement of all supervisors of the listed company 106 III. statement of all senior managers of the listed company one hundred and seven
interpretation
In this plan, unless the context otherwise requires, the following abbreviations have the following meanings:
General NOUN
Xinjiang Zhongtai Chenical Co.Ltd(002092) . Listed company refers to Xinjiang Zhongtai Chenical Co.Ltd(002092) company and the company
Zhongtai group refers to Xinjiang Zhongtai (Group) Co., Ltd
