Securities code: 002092 securities abbreviation: Xinjiang Zhongtai Chenical Co.Ltd(002092) Announcement No.: 2022-008 Xinjiang Zhongtai Chenical Co.Ltd(002092)
Announcement of the resolution of the 34th session of the 7th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The 34th session of the 7th board of directors of Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as “the company”) issued a meeting notice by telephone, fax and e-mail on January 22, 2022, and the meeting was held by on-site and communication voting on January 27, 2022. There are 13 directors who should vote at the meeting and 13 directors who actually vote. The convening and voting procedures of this meeting comply with the relevant provisions of the company law and the articles of association. The meeting is presided over by the chairman, Ms. Yang Jianghong. After careful and full discussion, all directors formed the following resolutions on the proposals submitted to the meeting:
1、 The meeting deliberated and adopted the proposal that the company’s issuance of shares, convertible corporate bonds, purchase of assets and raising supporting funds meet the conditions specified in relevant laws and regulations with 9 affirmative votes, 0 negative votes and 0 abstention votes; (Mr. Bian Deyun, Mr. parhatimayiming, Mr. Li Liangfu and Ms. Yu Yajing, affiliated directors, withdrew from voting)
In accordance with the company law, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, the measures for the Administration of convertible corporate bonds and other laws and administrative regulations issued by the China Securities Regulatory Commission According to the relevant provisions of departmental rules and normative documents, after careful self-examination and demonstration of the actual situation and relevant matters of the company, the board of directors of the company believes that the company meets the requirements and conditions of issuing shares, purchasing assets with convertible corporate bonds and raising supporting funds stipulated in the above laws and regulations.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on the company’s plan of issuing shares, convertible corporate bonds, purchasing assets and raising supporting funds was deliberated and approved item by item; (Mr. Bian Deyun, Mr. parhatimayiming, Mr. Li Liangfu and Ms. Yu Yajing, affiliated directors, withdrew from voting)
(I) overall scheme of this transaction
The transaction plan includes two parts: issuing shares, purchasing assets by means of convertible corporate bonds and raising supporting funds.
The listed company intends to issue shares and convertible corporate bonds to Xinjiang Zhongtai Petrochemical Group Co., Ltd. (hereinafter referred to as “Zhongtai petrochemical”), Yihe Yinfeng Tianyuan (Tianjin) Group Co., Ltd. (hereinafter referred to as “Yihe Yinfeng”), Beijing Hongpin information consulting partnership (limited partnership) (hereinafter referred to as “Beijing Hongpin”) Beijing wangkewang Technology Co., Ltd. (hereinafter referred to as “wangkewang”), Gongqingcheng Shengheng No. 2 equity investment partnership (limited partnership) (hereinafter referred to as “Shengheng No. 2”), Meike Investment Group Co., Ltd. (hereinafter referred to as “Meike investment”), Xinjiang Taihe Xinding equity investment management partnership (limited partnership) (hereinafter referred to as “Taihe Xinding”) Luzhou Puxin equity investment fund partnership (limited partnership) (hereinafter referred to as “Luzhou Puxin”), Yu Airu, Gongqingcheng Xinhui investment management partnership (limited partnership) (hereinafter referred to as “Xinhui investment”) Tongxiang Youzheng equity investment partnership (limited partnership) (hereinafter referred to as “Tongxiang Youzheng”) purchased 75.89% of the total shares of Xinjiang Meike Chemical Co., Ltd. (hereinafter referred to as “Meike chemical”). Before this transaction, the listed company held 24.11% shares of MEC chemical; After the completion of this transaction, MEC chemical will become a wholly-owned subsidiary of the listed company.
Meanwhile, the listed company plans to raise supporting funds by non-public offering of shares and convertible corporate bonds (if any) to no more than 35 specific investors, and the total amount of supporting funds raised shall not exceed 100% of the transaction consideration for the purchase of assets by issuing shares and convertible corporate bonds, And the number of shares issued (including the initial number of convertible corporate bonds issued by raising supporting funds) shall not exceed 30% of the total share capital of the listed company before issuance. The matching funds raised this time are intended to be used for the construction of the target company’s projects. The specific purpose and amount of the raised funds will be disclosed in the restructuring report.
The purchase of assets by issuing shares and convertible corporate bonds this time is not based on the successful implementation of the raised matching funds. Whether the final supporting financing issuance is successful or whether it is raised in full will not affect the implementation of the purchase of assets by issuing shares and convertible corporate bonds this time. If the supporting funds raised fail to be implemented or raised in full, the listed company will solve it through self financing or other forms.
Voting results: 9 in favor, 0 against and 0 abstention
(II) purchase of assets by issuing shares and convertible corporate bonds
1. Underlying assets
The underlying assets of the assets purchased by issuing shares and convertible corporate bonds this time are 75.89% shares of MEC chemical.
Voting results: 9 in favor, 0 against and 0 abstention
2. Counterparty
The counterparties of this issuance of shares to purchase assets are Zhongtai petrochemical, Yihe Yinfeng, Beijing Hongpin, wangke.com, Shengheng No. 2, Meike investment, Taihe Xinding, Luzhou Puxin, Yu Airu, Xinhui investment and Tongxiang Youzheng. Voting results: 9 in favor, 0 against and 0 abstention
3. Transaction price and pricing basis
As of the date of the meeting of the board of directors, the audit and evaluation of the target company have not been completed. The final transaction price will be determined by the parties to the transaction through negotiation on the basis of the evaluation results issued by the evaluation institution on December 31, 2021 and contained in the formal evaluation report filed by the state-owned assets supervision and administration department, Make it clear in the form of supplementary agreement and disclose it in the reorganization report.
Voting results: 9 in favor, 0 against and 0 abstention
4. Payment method of consideration
The listed company pays consideration to the shareholders of the counterparty by issuing shares and convertible corporate bonds.
Up to now, the total amount, quantity and proportion of shares and convertible corporate bonds issued this time, as well as the amount and quantity of consideration of shares and convertible corporate bonds obtained by all parties in the counterparty have not been determined. The company and the counterparty have made it clear in the form of supplementary agreement and disclosed it in the restructuring report.
Voting results: 9 in favor, 0 against and 0 abstention
5. Issuance of shares and purchase of assets
(1) Type, par value and listing place of issued shares
The type of shares issued to purchase assets is RMB ordinary shares (A shares), with a par value of 1.00 yuan per share. The listing place is Shenzhen Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention
(2) Issuing object and method
The way of purchasing assets by issuing shares this time is non-public offering, and the issuing object is the counterparty.
Since the transaction price of the underlying assets of this transaction and the proportion of consideration for issuing shares and convertible corporate bonds have not been determined, it is not excluded that some counterparties obtain all their corresponding consideration by issuing convertible corporate bonds.
Voting results: 9 in favor, 0 against and 0 abstention
(3) Pricing base date, pricing principle and issue price
The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the first resolution of the board of directors of the listed company to consider matters related to this transaction, that is, the announcement date of the resolution of the 34th session of the seventh board of directors.
According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies: the price of shares issued by listed companies shall not be lower than 90% of the market reference price. The market reference price is one of the average trading prices of the company’s shares 20 trading days, 60 trading days or 120 trading days before the pricing benchmark date. The calculation formula of the average trading price is: the average trading price of the company’s shares on several trading days before the pricing benchmark date = the total trading volume of the company’s shares on several trading days before the resolution announcement date / the total trading volume of the company’s shares on several trading days before the resolution announcement date.
After negotiation between the parties to the transaction, the listed company determined that the issue price of the issued shares to purchase assets is 10.00 yuan / share, which is no less than 90% of the average trading price of the listed company’s shares 20 trading days before the pricing benchmark date.
From the pricing base date to the issuance date, if the listed company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital or allotment of shares, the issuance price of the issued shares to purchase assets will be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention
(4) Number of shares issued to purchase assets
The calculation method of the number of issued shares involved in the purchase of assets by issuing shares in this transaction is as follows:
The calculation formula of the number of shares issued for the purchase of assets by issuing shares this time is: the number of shares issued = the transaction consideration paid to the counterparty by issuing shares this time / the issuance price of assets purchased by issuing shares this time. If the calculated number of shares issued is decimal, the whole number shall be taken down as the number of shares finally approved for this issuance.
During the period from the pricing base date to the issuance date, if the listed company has other ex rights and ex interests matters such as dividend distribution, share distribution, conversion of share capital or allotment of shares, the issuance price of assets purchased by this issuance of shares will be adjusted accordingly in accordance with relevant rules, and the issuance volume of assets purchased by this issuance of shares will also be adjusted accordingly.
Voting results: 9 in favor, 0 against and 0 abstention
(5) Lock in period
① Zhongtai petrochemical
The shares obtained by Sinopec through this transaction shall not be transferred within 36 months from the date of listing of the new shares, except those permitted by applicable laws and regulations; Within 6 months after the completion of this transaction, if the closing price of the shares of the listed company is lower than the issue price for 20 consecutive trading days, or the closing price is lower than the issue price at the end of 6 months after the completion of this transaction, the lock up period of the shares of the listed company obtained by this unit through this transaction will be automatically extended for 6 months on the basis of the original lock up period;
During the above share lock-in period, the lock-in period is the same as that of the above lock-in arrangement for the shares obtained by Sinopec through this transaction and the shares increased due to the share distribution, conversion to share capital and other reasons of the listed company.
If the securities regulatory authority issues new regulatory opinions on lock-in at that time, the relevant lock-in period commitments will be adjusted accordingly according to the regulatory opinions of the securities regulatory authority.
② Taihe Xinding
The shares obtained by Taihe Xinding through this transaction shall not be transferred within 36 months from the date of listing of the new shares, except those permitted by applicable laws and regulations;
During the above-mentioned share lock-in period, the lock-in period is the same as that of the above-mentioned lock-in arrangement for the shares obtained by Taihe Xinding through this transaction and the shares increased due to the share distribution, conversion to share capital and other reasons of the listed company.
If the securities regulatory authority issues new regulatory opinions on lock-in at that time, the relevant lock-in period commitments will be adjusted accordingly according to the regulatory opinions of the securities regulatory authority.
③ Other counterparties
The shares (if any) obtained by other counterparties through this transaction shall not be transferred within 12 months from the date of listing of the new shares, except those permitted by applicable laws and regulations; If the shares issued in this transaction have been continuously held by other counterparties for less than 12 months when the registration and clearing company completes the registration procedures, the shares of the listed company obtained in this transaction shall not be transferred within 36 months from the date of listing of the newly added shares;
During the above-mentioned share lock-in period, the lock-in period is the same as the above-mentioned lock-in arrangement for the shares obtained by other counterparties through this transaction and the shares increased due to the share distribution, conversion of share capital and other reasons of the listed company.
If the securities regulatory authority issues new regulatory opinions on lock-in at that time, the relevant lock-in period commitments will be adjusted accordingly according to the regulatory opinions of the securities regulatory authority.
Voting results: 9 in favor, 0 against and 0 abstention
6. Purchase of assets by issuing convertible corporate bonds
(1) Type, par value and listing place of convertible corporate bonds
The type of convertible corporate bonds (if any) issued this time is convertible corporate bonds that can be converted into a shares, and the A shares converted from the convertible corporate bonds will be listed on Shenzhen Stock Exchange. Each piece has a face value of RMB 100 and is issued at face value.
Voting results: 9 in favor, 0 against and 0 abstention
(2) Issuing method and object
This issuance of convertible corporate bonds adopts the method of non-public issuance to specific objects, and the issuing object is the counterparty.
Since the transaction price of the underlying assets of this transaction and the proportion of the consideration of the issued shares and convertible corporate bonds have not been determined, it is not excluded that some counterparties obtain all the corresponding consideration through the issuance of shares.
Voting results: 9 in favor, 0 against and 0 abstention
(3) Number of issues
The calculation formula of the number of convertible corporate bonds issued to purchase assets by issuing convertible corporate bonds this time is: the number of convertible corporate bonds issued = the transaction consideration paid to the counterparty by issuing convertible corporate bonds / 100. The number of convertible corporate bonds issued this time shall be subject to the number of convertible corporate bonds deliberated and approved by the shareholders’ meeting of the listed company and finally approved by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention
(4) Initial conversion price
The initial conversion price of the convertible corporate bonds issued this time is the issue price of the assets purchased by the shares issued this time, i.e. 10.00 yuan / share.
From the pricing benchmark date of this issuance of convertible corporate bonds to the duration of convertible corporate bonds, if the listed company implements ex right and ex interest matters such as dividend distribution, share distribution, share allotment and conversion of capital reserve into share capital, the price of this conversion will be adjusted accordingly in accordance with the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention
(5) Source of converted shares
The convertible corporate bonds issued this time to purchase assets, and the shares converted from convertible corporate bonds issued this time are the shares issued by the company or the treasury shares formed by the company due to share repurchase (if any).
Voting results: 9 in favor, 0 against and 0 abstention
(6) Bond term and conversion term
The term of this convertible corporate bond is 6 years from the date of issuance.
The conversion period of convertible corporate bonds issued this time starts from the first trading day after the expiration of 6 months from the date of issuance to the maturity date of convertible corporate bonds. During this period, the bondholders of convertible companies can exercise the equity conversion in accordance with the agreement.
Voting results: 9 in favor, 0 against and 0 abstention
(7) Lock in period
