Securities code: 002092 securities abbreviation: Xinjiang Zhongtai Chenical Co.Ltd(002092) Announcement No.: 2022-010 Xinjiang Zhongtai Chenical Co.Ltd(002092)
Plan for issuing shares, convertible corporate bonds, purchasing assets and raising supporting funds and related party transactions (Abstract)
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 6. Tips on major issues 9 I. overview of this transaction plan 9 II. Valuation of the underlying assets of this transaction 14 III. analysis on whether this transaction constitutes a major asset reorganization, related party transaction, reorganization and listing 14 IV. performance compensation commitment 15 v. impact of this transaction on listed companies 15 VI. the transaction has been performed and the approval procedures to be performed 16 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 17 IX. important commitments made by relevant parties to this transaction 18 X. arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction 28 Xi. Information tips to be supplemented and disclosed 29 major risk tips 30 I. risks related to this transaction 30 II. Risks related to the operation of the subject company 33 III. risks related to non-public issuance of convertible corporate bonds 35 IV. other risks 36 overview of this transaction 37 I. background and purpose of this transaction 37 II. Overview of this transaction plan 39 III. the transaction has been performed and the approval procedures to be performed 43 IV. analysis on whether this transaction constitutes a major asset reorganization, related party transaction, reorganization and listing 44 v. impact of this transaction on listed companies forty-five
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., the controlling shareholder of the listed company
Zhongtai Petrochemical refers to Xinjiang Zhongtai Petrochemical Group Co., Ltd., a wholly-owned subsidiary of Zhongtai group
Yihe Yinfeng refers to Yihe Yinfeng Tianyuan (Tianjin) Group Co., Ltd
Luzhou Puxin refers to Luzhou Puxin equity investment fund partnership (limited partnership)
Beijing Hongpin refers to Beijing Hongpin information consulting partnership (limited partnership)
Beijing Wangke refers to Beijing Wangke Technology Co., Ltd
Gongqingcheng Shengheng No. 2 refers to the equity investment partnership (limited partnership) of Gongqingcheng Shengheng No. 2
MEC investment refers to MEC Investment Group Co., Ltd
Taihe Xinding refers to Xinjiang Taihe Xinding equity investment management partnership (limited partnership)
Gongqingcheng Xinhui refers to Gongqingcheng Xinhui investment management partnership (limited partnership)
Tongxiang Youzheng refers to Tongxiang Youzheng equity investment partnership (limited partnership)
The counterparties refer to Zhongtai petrochemical, Yihe Yinfeng, Beijing Hongpin, Beijing wangke.com, Gongqingcheng Shengheng No. 2, Meike investment, Taihe Xinding, Luzhou Puxin, Yu Airu, Gongqingcheng Xinhui and Tongxiang Youzheng
MEC chemical and target company refer to Xinjiang MEC Chemical Co., Ltd. the transaction target and target assets refer to 75.89% shares of MEC chemical held by the counterparty
MEC MRT refers to Xinjiang MEC MRT Logistics Co., Ltd., a wholly-owned subsidiary of MEC chemical
MEC Meiou refers to MEC Meiou chemicals (Xinjiang) Co., Ltd., a holding subsidiary of MEC chemical
BASF MEC refers to BASF MEC manufacturing (Xinjiang) Co., Ltd., a joint-stock company of MEC chemical
MEC fine chemical refers to mec (Shanghai) Fine Chemical Co., Ltd., a joint-stock company of MEC chemical
This transaction and this major listed company intend to purchase the underlying assets from the counterparty by issuing shares and convertible corporate bonds (if any), and at the same time, raise supporting funds by non-public issuance of shares and convertible corporate bonds to no more than 35 qualified specific objects
Issuing shares and convertible corporate bonds means that a listed company intends to purchase the underlying assets from the counterparty by issuing shares and convertible corporate bonds
This plan refers to the plan for Xinjiang Zhongtai Chenical Co.Ltd(002092) issuing shares, convertible corporate bonds, purchasing assets and raising supporting funds and related party transactions
Restructuring report refers to the report on Xinjiang Zhongtai Chenical Co.Ltd(002092) issuing shares, purchasing assets with convertible corporate bonds and raising matching funds and related party transactions (Draft)
Xinjiang SASAC refers to the state owned assets supervision and Administration Commission of the people’s Government of Xinjiang Uygur Autonomous Region and the actual controller of the listed company
Major asset purchase agreement refers to the major asset purchase agreement signed between the listed company and the counterparty on the purchase of the underlying assets
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The reorganization management measures refer to the measures for the administration of major asset reorganization of listed companies, and the issuance management measures refer to the measures for the administration of securities issuance of listed companies
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange
The Interim Provisions refer to the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset restructuring of listed companies
Standard No. 26 refers to Standard No. 26 on the contents and forms of information disclosure by companies offering securities to the public – major asset restructuring of listed companies
The provisions on several issues refer to the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
The base date of audit and evaluation refers to December 31, 2021
Delivery date refers to the completion date of both parties
