Securities code: 605368 securities abbreviation: Henan Lantian Gas Co.Ltd(605368) Announcement No.: 2022-008 Henan Lantian Gas Co.Ltd(605368)
Announcement on receiving the letter of opinions on the examination of the plan for major asset restructuring of Henan Henan Lantian Gas Co.Ltd(605368) Co., Ltd. from Shanghai Stock Exchange
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Henan Lantian Gas Co.Ltd(605368) (hereinafter referred to as "the company") held the 16th meeting of the 5th board of directors on January 21, 2022, deliberated and adopted the proposal on the company meeting the conditions for issuing shares to purchase assets, the proposal on the company issuing shares to purchase assets and related party transactions, and other relevant proposals, For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Relevant announcements issued.
On February 9, 2022, the company received the letter of opinion on the review of the plan for Henan Lantian Gas Co.Ltd(605368) major asset restructuring (szgh [2022] No. 0117) (hereinafter referred to as the "opinion letter") issued by Shanghai Stock Exchange. The specific contents of the opinion letter are hereby announced as follows:
"After reviewing the major asset restructuring plan submitted by your company, the following problems need further explanation and explanation from your company:
1. The plan disclosed that the company plans to issue shares to purchase 52% equity of Changge Lantian new energy Co., Ltd. (hereinafter referred to as Changge Lantian or the target company) held by Changge Yulong Industrial Co., Ltd. (hereinafter referred to as Yulong industry). According to the preliminary announcement, in December 2021, the company participated in the bidding for 51% of the equity of the target company held by Dongli gas, but failed. Since then, the company purchased 48% of the equity of the target company from Yulong industry at a price of 339 million yuan. The company is requested to make supplementary disclosure: (1) the time, method and price of Yulong industry's subsequent acquisition of 51% shares of the target company; (2) Whether there is a relationship between the actual controller of Yulong industry and the listed company and its actual controller; (3) Whether the original management team will continue to be responsible for the subsequent operation and management of the target company after the transaction is completed; Control measures of listed companies against the target company.
2. According to the public information, the company did not conduct separate evaluation when acquiring 48% equity of the target company, but directly converted and priced according to the price of 51% equity of the target company when it was delisted. The company is requested to make supplementary disclosure: (1) the reason and rationality of the conversion of the transaction price of the previous purchase of minority equity based on the price of the acquisition of control right, and whether the relevant control right premium is considered; (2) The interval between this transaction and the previous transaction is less than one month. Is there any significant difference between this estimated price and the previous transaction price.
3. The relevant announcement of the previous acquisition shows that the average annual profit of the target company in the next five years is 68.9709 million yuan; According to the disclosure of this plan, the net profit of the target company in 2019 is 58.2071 million yuan, the net profit in 2020 is 37.015 million yuan, and the net profit from January to June 2021 is 18.1671 million yuan. The company is requested to make supplementary disclosure: (1) specific reasons for the large fluctuation of the net profit of the subject company since 2019; (2) In combination with the large difference between the current net profit level of the subject company and the relevant profit forecast, explain the rationality of the above profit forecast and relevant safeguard measures.
Please disclose it immediately after receiving this inquiry letter, and reply to our department in writing in response to the above questions within 5 trading days, and modify the reorganization plan accordingly. "
According to the requirements of the above opinion letter, the company will actively organize relevant parties to respond to the above matters as soon as possible and fulfill the obligation of information disclosure.
Please pay attention to the follow-up announcement and pay attention to the investment risk!
It is hereby announced.
Henan Lantian Gas Co.Ltd(605368) board of directors February 10, 2022
