Securities code: 002893 securities abbreviation: Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) Announcement No.: 2022-017 Beijing Huayuanyitong Thermal Technology Co.Ltd(002893)
Announcement on requesting the general meeting of shareholders to approve the exemption of Beijing Energy Group Co., Ltd. from issuing acquisition offer
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.
Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) (hereinafter referred to as "the company") held the eighth meeting of the third board of directors and the eighth meeting of the third board of supervisors on February 11, 2022, deliberated and adopted the proposal on non-public offering of shares in 2022 and the proposal on submitting the general meeting of shareholders to approve the exemption of Beijing Energy Group Co., Ltd. from issuing takeover offers. Beijing Energy Group Co., Ltd. (hereinafter referred to as "Beijing Energy Group") intends to subscribe for the company's non-public offering in cash.
Mr. Zhao Yibo, the controlling shareholder and actual controller of the company, signed the share transfer agreement with Beijing Energy Group on February 11, 2022. Mr. Zhao Yibo plans to transfer 14196000 shares of the company to Beijing Energy Group, accounting for 7% of the current total share capital of the company; On the same day, Mr. Zhao Yibo signed the voting right entrustment agreement with Jingneng group. Mr. Zhao Yibo plans to entrust the voting right corresponding to the remaining 4306934shares 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, the controlling shareholder of the company will be changed to Jingneng group, and the actual controller of the company will be changed to Beijing state owned Assets Supervision and Administration Commission.
After the change of control, according to the company's 2022 non-public offering plan, Jingneng group plans to fully subscribe for the non-public offering shares in cash, and the subscription amount shall not exceed 30% of the company's total share capital before the offering, i.e. 60840000 shares (including the number) (the specific number of shares shall be subject to the final approval of the CSRC). After the completion of this offering, the shares (including shares entrusted with voting rights) in which Beijing Energy Group has total interests may trigger the obligation of tender offer stipulated in the administrative measures for the acquisition of listed companies.
According to item (III) of paragraph 1 of Article 63 of the measures for the administration of the acquisition of listed companies, with the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within three years, If the general meeting of shareholders of the company agrees that investors are exempted from issuing offers, relevant investors may be exempted from submitting exemption applications in accordance with the provisions of the preceding paragraph and directly apply to the stock exchange and securities registration and clearing institution for handling the procedures of share transfer and transfer registration.
Jingneng group has promised that the non-public offering shares subscribed for this time will not be transferred within 36 months from the date of the end of this offering, which is in line with the exemption from holding more shares by offer stipulated in Article 63 of the measures for the administration of the acquisition of listed companies. The board of directors of the company agrees to submit to the general meeting of shareholders for approval to exempt it from the obligation of tender offer triggered by the subscription of this non-public offering shares.
The independent opinions that have been approved and agreed in advance by the independent directors of the company need to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders will avoid voting on the relevant proposals.
It is hereby announced.
Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) board of directors
February 12, 2022
