Securities code: 002893 securities abbreviation: Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) Announcement No.: 2022-008 Beijing Huayuanyitong Thermal Technology Co.Ltd(002893)
Suggestive announcement on the signing of share transfer agreement, voting right entrustment agreement by the controlling shareholder and the signing of conditional share subscription agreement by the company and the proposed change of control
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.
Special tips:
1. Mr. Zhao Yibo, the controlling shareholder and actual controller of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) (hereinafter referred to as " Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) " or "the company"), intends to transfer 14196000 shares of the company (accounting for 7% of the current total share capital of the company) to Beijing Energy Group Co., Ltd. (hereinafter referred to as "Beijing Energy Group") at the price of 9.68 yuan / share, Mr. Zhao Yibo entrusted the voting rights corresponding to his remaining 43069346 shares of the company (accounting for 21.24% of the current total share capital of the company) to Jingneng group. After the agreement transfer and voting right entrustment are completed, the proportion of voting rights owned by Jingneng group will reach 28.24%, Jingneng group will obtain the control of the company, and the actual controller of the company will be changed to the state owned assets supervision and Administration Commission of Beijing Municipal People's Government (hereinafter referred to as "Beijing SASAC").
2. Beijing Energy Group has signed the conditional effective share subscription agreement with the company. The company plans to issue no more than 60840000 ordinary shares (including this number) to specific investors in a non-public manner (the specific number of shares shall be subject to the final approval of the CSRC). The number of shares issued shall not exceed 30% of the total share capital of the company before this issuance. Beijing Energy Group plans to subscribe in full in cash.
3. The introduction of state-owned capital controlling shareholders in this transaction will help to continuously optimize the company's equity structure and governance structure, provide all-round support for the company's long-term strategic development layout, and provide a strong guarantee for the company's healthy, stable and high-quality development. Through the coordinated development of advantageous resources between the company and shareholders, we can further improve the company's sustainable operation and profitability, continuously enhance the company's market position and comprehensive competitive strength, and better create value for the company's shareholders.
4. As of the disclosure date of this announcement, this equity change still needs to obtain the reply of Beijing SASAC on agreeing to this transaction, fulfill the business concentration declaration, and obtain the decision or consent document issued by the competent anti-monopoly department that the anti-monopoly examination of business concentration will not be further examined or prohibited, as well as Shenzhen Securities Exchange
The company shall conduct compliance audit and go through the procedures of share transfer registration in China Securities Depository and Clearing Co., Ltd. The non-public offering of shares still needs to be deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC.
5. This transaction will not affect the normal production and operation of the company, and the company will continue to maintain its core management team
To ensure the smooth transition of this change of control.
1、 Basic information of this equity change
This equity change consists of three parts: share transfer agreement, voting right entrustment and non-public offering of shares,
The details are as follows:
(I) share transfer agreement and voting right entrustment
On February 11, 2022, Mr. Zhao Yibo signed the share transfer agreement with Jingneng group
Mr. Bo plans to transfer 14196000 shares of the listed company to Jingneng group, accounting for 20% of the current total share capital of the listed company
7%； On the same day, Mr. Zhao Yibo signed the voting right entrustment agreement with Beijing energy group. Mr. Zhao Yibo plans to
It holds 43069346 shares of listed companies (accounting for 21.24% of the current total share capital of listed companies)
The corresponding voting rights are entrusted to Jingneng group.
After the above equity changes are completed, the controlling shareholder of the company will be changed from Mr. Zhao Yibo to Jingneng group
The actual controller of the company will be changed from Mr. Zhao Yibo to Beijing SASAC.
(II) subscription of non-public shares of the company
On February 11, 2022, the company held the eighth meeting of the third board of directors and the third meeting of the third board of supervisors
At the 8th meeting, the company deliberated and adopted the agreement on the signing of shares with conditional effect between the company and the subscription object of non-public offering
Proposal for subscription agreement; On the same day, Jingneng group and the company signed the "conditional effective share subscription agreement"
The non-public offering of shares by Jingneng group is not allowed to exceed the full amount of shares through the non-public subscription agreement of Jingneng group
60840000 shares (subject to the number of shares finally approved by the CSRC), and the number of shares issued shall not exceed this
30% of the total share capital before the issuance.
(III) Shareholding and voting of trading parties before and after the change of equity
1. Shareholding and voting of all parties to the transaction before and after the completion of the share transfer and voting right entrustment
Before the completion of this share transfer and voting right entrustment, after the completion of this share transfer and voting right entrustment
Shareholder name shareholding quantity (shares) shareholding proportion disposable table shareholding quantity shareholding proportion disposable voting right proportion (shares) voting right proportion
Zhao Yibo 57265346 28.24% 28.24% 43069346 21.24% 0.00%
Jingneng group 0.00% 0.00% 14196000 7.00% 28.24%
2. Shareholding and voting of trading parties before and after the completion of this non-public offering
Name of shareholders before the completion of this non-public offering and after the completion of this non-public offering
Shareholding quantity (shares) shareholding proportion disposable table shareholding quantity shareholding proportion disposable voting right proportion (shares) voting right proportion
Zhao Yibo 43069346 21.24% 0.00% 43069346 16.34% 0.00%
Jingneng group 14196000 7.00% 28.24% 75036000 28.46% 44.80%
Note: the above shareholding situation only considers the impact of the company's non-public offering of shares in 2022, according to the number of shares issued
Limited calculation, without considering the share losses caused by other factors (such as capital reserve converted into share capital, equity incentive, share repurchase and cancellation, etc.)
Changes in the project.
2、 Basic information of transaction parties
(I) basic information of Transferor
Zhao Yibo, male, born in 1978, China nationality, has no permanent residence right abroad. ID number:
210103197809 ******* holds 57265346 shares of the company, accounting for 28.24% of the current total share capital of the company.
Mailing address: No. 186, West South Fourth Ring Road, Fengtai District, Beijing
(II) basic information of the transferee
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
Investment, development and operation management of energy projects; Energy supply and management; can
Source project information consultation; Real estate development; Investment management; Technology development
Business scope: technology transfer, technical consultation and technical services. (market entities are independent according to law)
Select business items and carry out business activities; Projects subject to approval according to law,
Carry out business activities according to the approved contents after being approved by relevant departments; Not from
Business activities of projects prohibited or restricted by the industrial policies of the state and this Municipality.)
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% of the equity of Jingneng group, which is the largest shareholder of Jingneng group
Controlling shareholders; Beijing SASAC is the actual controller of Beijing energy group. The above equity and holding relationship are shown in the figure below
As shown in:
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
Upon inquiry, the transferee is not listed as the person subject to execution for breach of faith.
3、 Main contents of this equity change agreement
Agreement 1: share transfer agreement
Transferee: Beijing Energy Group Co., Ltd
Transferor: Zhao Yibo
(I) share transfer
1. Party B agrees to transfer 14196000 shares of the listed company held by it (accounting for 7% of the total share capital of the listed company, hereinafter referred to as "target shares") to Party A in accordance with the provisions of this agreement, and Party A agrees to transfer the target shares transferred by Party B in accordance with the terms and conditions of this agreement.
Party B agrees to transfer the target shares it holds to Party A in accordance with the terms agreed in this agreement, and Party A agrees to transfer the target shares held by Party B in accordance with the terms and conditions agreed in this agreement.
2. The transfer price of the target shares transferred this time is [9.68] yuan / share (determined according to the average transaction price of [8.8] yuan / share of the target company 20 trading days before [February] 11, 2022 (excluding this day) (pricing base date), with a premium of [10%]). The share transfer price payable by Party A to Party B for this transfer is [137417280].
(II) share transfer price payment arrangement
1. Party A and Party B agree that the transaction price of this share transfer is paid in three installments. The specific arrangements are as follows:
(1) Within 10 working days after the signing of this agreement, Party B shall pledge and register its 12% shares of the listed company (24336000 shares in total, including 14196000 target shares) to Party A in accordance with the share pledge agreement signed by both parties before Party A pays the first phase of the transaction price.
(2) After the pledge registration of 12% shares of the listed company (24336000 shares in total, including 14196000 target shares) held by Party B is completed, and within 5 working days after Party B has submitted the corresponding first payment instruction letter to Party A in writing, Party A shall pay 50% of the transfer price to Party B in one time, that is, the transaction price of the first phase of the share transfer, RMB [68708640].
(3) After this Agreement comes into force, before the conditions for transfer and tax payment are met, and after Party B has submitted the corresponding payment instruction letter of the second phase to Party A in writing, Party A shall pay the transaction price of the second phase of the share transfer to Party B. The current transaction price is only used for Party B to pay the taxes payable by Party B for the share transfer transaction. Therefore, before the payment of the transaction price of the second phase of the share transfer, Party A and Party B shall open a bank co managed account according to the signed agreement on the opening arrangement of CO managed account for Party B to receive and use the transaction price of the second phase of the share transfer.
(4) Within 30 days after the transfer of the target shares is registered in the name of Party A, Party A shall pay Party B the transaction price of the third phase of the share transfer in one time.
2. Party B promises to actively cooperate with Party A to complete the de pledge of the target shares and make tax declaration and payment to the tax registration authority after receiving the transaction price of phase I and phase II and the transfer is approved by the competent State-owned Assets Supervision and administration unit and other regulatory authorities.
3. From the date when the target shares are transferred to Party A's name, Party A shall enjoy and undertake all the rights and obligations of the target shares held by the shareholders of the listed company as stipulated in laws and regulations and the articles of association of the listed company. However, if the listed company has any increase in liabilities or major obligations such as contingent liabilities, violations of laws and regulations that should be disclosed but not disclosed before the completion of the transfer of target shares, such debts or burdens shall be borne by Party B. 4. Party B promises that after the transfer of the target shares to Party A, it will actively cooperate with Party A and complete the selection of directors appointed by Party A to the target company as agreed on the premise of ensuring the stable operation of the target company. (III) delivery conditions of target shares
