Securities code: 002893 securities abbreviation: Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) Announcement No.: 2022-015 Beijing Huayuanyitong Thermal Technology Co.Ltd(002893)
Announcement on signing conditional share subscription agreements and related party transactions with non-public offering objects
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.
Important:
1. Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) (hereinafter referred to as "the company" or "the issuer") the 2022 non-public offering plan needs to be approved by the state owned assets supervision and Administration Commission of Beijing Municipal People's Government (hereinafter referred to as "Beijing SASAC"), Perform the business concentration declaration and obtain the decision or consent document issued by the competent anti-monopoly authority on the non implementation of further examination or non prohibition of the anti-monopoly examination of business concentration, which shall be deliberated and approved by the general meeting of shareholders of the company and reported to the CSRC for approval. Whether the non-public offering plan can obtain relevant approval or approval and the time of obtaining relevant approval or approval are uncertain. 2. The related party transaction and the signed share subscription agreement between Beijing Energy Group Co., Ltd. and Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) (hereinafter referred to as the "conditional share subscription agreement") need to be deliberated and approved by the general meeting of shareholders of the company. The related shareholders who have an interest in the related party transaction will avoid voting on relevant proposals at the general meeting of shareholders.
According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, the issuing object of the company's non-public offering of shares in 2022 is Beijing Energy Group Co., Ltd. (hereinafter referred to as "Beijing Energy Group"), This non-public offering of shares involves related party transactions. The details are as follows:
1、 Overview of related party transactions
The issuing object of this non-public offering is Jingneng group. This non-public offering is subordinate to the package deal of control change to be implemented by the company: on February 11, 2022, Mr. Zhao Yibo, the controlling shareholder and actual controller of the company, signed the share transfer agreement and voting right entrustment agreement with Jingneng group, Jingneng Group signed the share subscription agreement with conditional effect with the company; Mr. Zhao Yibo plans to transfer 14196000 shares of the company held by him (accounting for 7% of the company's current total share capital of 202800000 shares) to Beijing Energy Group, and entrust the voting rights corresponding to 4306934shares of the company held by him (accounting for 21.24% of the company's current total share capital) to Beijing Energy Group for exercise. The entrustment period is 18 months from the date of completion of this transfer, However, the expiration date of the entrustment period shall not be earlier than the completion date of this non-public offering. During the period of voting right entrustment, both parties form a relationship of concerted action. On the date when both parties unanimously agree that the voting right entrustment ends, the relationship of concerted action between both parties will automatically terminate. Jingneng group plans to fully subscribe for no more than 60840000 ordinary shares (including the number of shares) of the company's non-public offering in cash (the specific number of shares shall be subject to the final approval of the CSRC), and the number of shares issued shall not exceed 30% of the total share capital before this offering.
According to the equity transfer agreement and voting right entrustment agreement, after the above equity transfer is completed and the voting right entrustment takes effect, the proportion of voting rights held by Jingneng group will reach 28.24%, and Jingneng group will control the company. The controlling shareholder of the company will be changed from Mr. Zhao Yibo to Beijing Energy Group, and the actual controller of the company will be changed from Mr. Zhao Yibo to Beijing SASAC. For details, please refer to the company's information disclosure media and cninfo (www.cn. Info. Com. CN.) Suggestive announcement on the signing of share transfer agreement, voting right entrustment agreement by controlling shareholders and the signing of conditional share subscription agreement by the company and the proposed change of control (Announcement No.: 2022-008).
According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, legal persons (or other organizations) and natural persons who have any of the circumstances mentioned in paragraphs 2 and 3 in the past 12 months or in the next 12 months according to relevant agreements are the affiliates of the listed company. Therefore, Jingneng group is an affiliated legal person of the company, and this non-public offering constitutes a connected transaction.
This related party transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. This related party transaction still needs to be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will avoid voting
2、 Basic information of related parties
1. Basic information of Jingneng group
Company name: Beijing Energy Group Co., Ltd
Registered address: 9 / F, West A, Tianyin building, No. 2, Fuxingmen South Street, Xicheng District, Beijing
Legal representative: Jiang Fan
The registered capital is 21338060000 yuan
Date of establishment: December 8, 2004
Business term: December 7, 2054
Unified social credit code 91110000769355935a
Enterprise type: limited liability company (solely state-owned)
Controlling shareholder: Beijing state owned Capital Operation Management Co., Ltd
Business scope: investment, development and operation management of energy projects; Energy supply and management; Energy projects
Information consultation; Real estate development; Investment management; Technology development, technology transfer and
Technical consultation and technical services. (market entities independently choose business projects and carry out business activities according to law)
Business activities; Projects that must be approved according to law shall be approved according to the approved after being approved by relevant departments
Carry out business activities; It is not allowed to engage in activities prohibited and restricted by the industrial policies of the state and this Municipality
Business activities of such projects.)
Mailing address: 9 / F, West A, Tianyin building, No. 2, Fuxingmen South Street, Xicheng District, Beijing
2. Equity control relationship structure of Jingneng group
Beijing state owned Capital Operation Management Co., Ltd. holds 100% equity of Jingneng group and is the controlling shareholder of Jingneng group; Beijing SASAC is the actual controller of Beijing energy group. The above equity and holding relationship are shown in the figure below:
State owned assets supervision and Administration Commission of Beijing Municipal People's Government
100%
Beijing state owned Capital Operation Management Co., Ltd
100%
Beijing Energy Group Co., Ltd
(II) main business and financial situation of the latest year and the first period
As of the disclosure date of this announcement, the main businesses of Jingneng group include energy project investment, development and operation management; Energy supply, management, etc.
The brief financial data of Jingneng group for the last year and the first period are as follows:
Unit: Yuan
Financial indicators September 30, 2021 / January 9, 2021 December 31, 2020 / month of 2020 (Unaudited) (audited)
Total assets 376284599754.66 328569190915.70
Total liabilities 238624923115.23 211487253939.46
87836544039.08 75630024997.21 net assets attributable to the owner of the parent company
Operating income 52563924682.91 67054113418.37
Total profit 4526310863.47 5425046169.07
1667309039.83 2196636796.22 net profit attributable to the owner of the parent company
Net cash flow from operating activities 11431135745.44 17400984722.79
(III) upon inquiry, Jingneng group is not a dishonest person.
(IV) through self inspection, the company has no related party transactions with Jingneng group and its holding subsidiaries in the last three years. 3、 Basic information of related party transactions
The company plans to issue A-share non-public. The total number of shares issued this time shall not exceed 60840000 (including this number), not exceed 30% of the total share capital of the company before this issuance, and the total amount of raised funds shall not exceed RMB 428313600 (including this number). Finally, the number of issued shares approved by the CSRC shall prevail. The issuing object of the company is Jingneng group, which subscribes all the shares of this non-public offering.
4、 Pricing policy and basis of related party transactions
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the eighth meeting of the third board of directors. The issue price is 7.04 yuan / share, which is no less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total trading volume of shares in the 20 trading days before the pricing benchmark date / total trading volume of shares in the 20 trading days before the pricing benchmark date). If the stock price is adjusted due to ex right and ex interest matters within the 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustments.
In case of ex right and ex interest matters such as cash dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance base price will be adjusted accordingly.
5、 Main contents of related party transaction agreement
The main contents of the conditional effective share subscription agreement signed by Jingneng group on February 11, 2022 are as follows:
Party A: Beijing Energy Group Co., Ltd
Party B: Beijing Huayuanyitong Thermal Technology Co.Ltd(002893)
(I) share subscription
1. This non-public offering
Party B intends to issue no more than [60840000] ordinary shares (including the number of shares) in RMB to specific investors in a non-public manner (the specific number of shares shall be subject to the final approval of the CSRC), and the number of shares issued shall not exceed 30% of the total share capital before this issuance. Party A shall subscribe in cash.
Party A intends to subscribe for Party B's non-public offering of domestic listed RMB common shares, and the proposed subscription amount shall not exceed RMB [428313600] (including this amount).
2. Subscription subject matter
The subject shares subscribed by Party A are the domestic listed RMB ordinary shares issued by Party B this time, with a par value of RMB 1.00 per share.
3. Subscription price
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the board of directors of Party B. The price of this non-public offering shall not be lower than 80% of the average trading price of Party B's shares 20 trading days before the pricing base date (excluding the pricing base date, the same below) (hereinafter referred to as the "issuance base price").
The average trading price of Party B's shares 20 trading days before the pricing benchmark date = the total trading volume of Party B's common shares 20 trading days before the pricing benchmark date / the total trading volume of Party B's common shares 20 trading days before the pricing benchmark date. If the stock price is adjusted due to ex right and ex interest matters within the 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustments.
After the signing of this agreement, if there are other provisions in the normative documents issued by the CSRC on the pricing base date allowed by Party B's non-public offering, the lower limit of subscription price per share and other mechanisms involved in determining the issue price, they shall be adjusted accordingly in accordance with the latest provisions of the CSRC and the Shenzhen Stock Exchange.
4. Number of shares subscribed
The number of shares subscribed by Party A for this non-public offering = subscription amount / issue price. During the period from the pricing benchmark date to the completion date of this offering, if Party B has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the number of shares subscribed by Party A will be adjusted accordingly according to the change of issue price and the relevant provisions of Shenzhen Stock Exchange. The specific amount of Party A's final subscription shall be determined through consultation between Party A and the sponsor (lead underwriter) in accordance with the relevant provisions of the CSRC after the non-public offering has obtained the approval documents of the CSRC.
(II) payment of subscription price
1. Party A agrees to irrevocably subscribe for the subject shares of Party B's non-public offering in RMB cash according to the proposed subscription amount determined in this agreement.
2. Party A agrees to pay the subscription price in full at one time to the sponsor (lead underwriter) notified in the subscription and payment notice according to the payment period set by Party B in the subscription and payment notice from the date when the CSRC approves and receives the subscription and payment notice issued by Party B
