Beijing Huayuanyitong Thermal Technology Co.Ltd(002893)
Summary of acquisition Report
Name of listed company: Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) place of stock listing: Shenzhen Stock Exchange Stock abbreviation: Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) Stock Code: 002893 purchaser name: Beijing Energy Group Co., Ltd. registered address: 9th floor, West A, Tianyin building, No. 2, Fuxingmen South Street, Xicheng District, Beijing mailing address: CBD International Building, block a, No. 16, Yong'an Dongli, Chaoyang District, Beijing purchaser acting in concert: Zhao Yibo mailing address: No. 186, South Fourth Ring West Road, Fengtai District, Beijing
Date of signature: February 2022
Statement of acquirer and persons acting in concert
1、 The summary of this report is prepared in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 - acquisition report of listed companies, and other relevant laws, regulations and departmental rules.
2、 In accordance with the provisions of the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 - Acquisition report of listed companies, the summary of this report has fully disclosed the shares in which the acquirer and persons acting in concert have interests in Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) .
As of the signing date of the summary of this report, except for the shareholding information disclosed in the summary of this report, the acquirer and its persons acting in concert have no interests in Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) in any other way.
3、 The purchaser has obtained necessary authorization and approval for signing the summary of this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the purchaser.
4、 The acquisition can be implemented only after relevant decision-making and approval procedures are performed, including but not limited to: the approval of the acquisition by the state owned assets supervision and Administration Commission of Beijing Municipal People's government; The State Administration of market supervision and administration issues approval or consent opinions on the concentration of business operators involved in this acquisition, or issues a decision not to conduct further examination; Shenzhen Stock Exchange Issues confirmation opinions on matters related to this acquisition; The matters related to this non-public offering and the exemption of the acquirer from issuing an offer have been deliberated and approved by the general meeting of shareholders of the company; The CSRC approved the non-public offering.
The acquirer's acquisition of shares of the listed company and acceptance of the voting power entrustment of the listed company do not trigger the obligation of tender offer. The acquirer's subscription of new shares issued by the listed company will trigger the obligation of tender offer. According to 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, And the general meeting of shareholders of the company agrees that investors are exempted from making offers, and investors can be exempted from making offers. The acquirer has promised that the new shares of the listed company subscribed through this non-public offering shall not be transferred within 36 months from the date of completion of the offering. Therefore, on the premise that the general meeting of shareholders of the listed company agrees that the acquirer is exempt from making an offer, the acquirer and the person acting in concert comply with the exemption from making an offer stipulated in Chapter VI of the administrative measures for the acquisition of listed companies. 5、 This acquisition is based on the information stated in this summary. Except for the purchaser and the professional institution employed, no other person has been entrusted or authorized to provide information not listed in this summary and make any explanation or explanation to this summary.
6、 The purchaser and the persons acting in concert promise that there are no false records, misleading statements or major omissions in the summary of this report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. 7、 In this acquisition, the acquirer and Mr. Zhao Yibo signed the voting power entrustment agreement. According to relevant regulatory requirements, Mr. Zhao Yibo and the acquirer formed a concerted action relationship during the effective period of voting power entrustment.
catalogue
The acquirer and persons acting in concert declare that 1 interpretation Section 1 Introduction to acquirers and persons acting in concert Section 2 acquisition decision and acquisition purpose Section 3 acquisition method Section 4 description of exemption from acquisition by offer 43 the purchaser declares that 44. The person acting in concert declares that forty-five
interpretation
In the summary of this report, unless the context otherwise requires, the following words have the following meanings:
The summary of this report refers to the summary of the acquisition report of Beijing Huayuan Yitong Thermal Technology Co., Ltd. prepared by the purchaser for this acquisition
Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) , listed company, public index Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) company
Purchaser and Beijing Energy Group refer to Beijing Energy Group Co., Ltd
The person acting in concert refers to Zhao Yibo
Beijing SASAC refers to the state owned assets supervision and Administration Commission of Beijing Municipal People's government
Beijing state owned Capital Management Co., Ltd
This share transfer refers to the transfer of 14196000 A shares of the listed company held by Zhao Yibo by Jingneng group through agreement
This voting right entrustment refers to the act of Beijing Energy Group accepting the voting right entrustment corresponding to 4306934a shares of the listed company held by Zhao Yibo
This non-public offering refers to the behavior that the listed company issues no more than 60840000 A shares to Jingneng group in the form of non-public offering
This acquisition refers to the general name of this share transfer, this voting right entrustment and this non-public offering
Share transfer agreement refers to the share transfer agreement between Beijing Energy Group Co., Ltd. and Zhao Yibo on Beijing Huayuan Yitong Thermal Technology Co., Ltd
Voting power entrustment agreement refers to the voting power entrustment agreement between Beijing Energy Group Co., Ltd. and Zhao Yibo on Beijing Huayuan Yitong Thermal Technology Co., Ltd
Conditional effective share subscription refers to the conditional effective share subscription agreement between Beijing Energy Group Co., Ltd. and Beijing Huayuan Yitong Thermal Technology Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
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 acquisition Measures refer to the administrative measures for the acquisition of listed companies
Yuan, thousand yuan and ten thousand yuan refer to RMB yuan, thousand yuan and ten thousand yuan
Note: unless otherwise specified in the summary of this report, any discrepancy between the sum and mantissa of the total number and each sub item value is caused by rounding.
Section 1 Introduction to acquirers and persons acting in concert
1、 Basic information of acquirers and persons acting in concert
(I) basic information of the purchaser
Company name: Beijing Energy Group Co., Ltd
Company type: limited liability company (solely state-owned)
The registered capital is 21338060000 yuan
Unified social credit code 91110000769355935a
Legal representative: Jiang Fan
Date of establishment: December 8, 2004
Business term: December 8, 2004 to December 7, 2054
Registered address: 9 / F, West A, Tianyin building, No. 2, Fuxingmen South Street, Xicheng District, Beijing
Investment, development and operation management of energy projects; Energy supply and management; Energy project information consultation; Real estate development; Investment management; Technology development, technology transfer, technical consultation, business scope consultation and technical services. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
(II) basic information of persons acting in concert
On February 11, 2022, the purchaser and Mr. Zhao Yibo signed the voting right entrustment agreement. The voting right entrustment agreement and the share transfer agreement signed by both parties on the same day shall take effect at the same time. According to regulatory requirements, during the effective period of voting power entrustment, the acquirer and Mr. Zhao Yibo formed a concerted action relationship due to this voting power entrustment.
Zhao Yibo, male, ID number 2101031978********. Chinese nationality, without the right of residence in other countries or regions. At present, he is the controlling shareholder and actual controller of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) of the listed company, and once served as the chairman of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) . 2、 Acquirer's equity control relationship
(I) shareholders and equity control relationship of the acquirer
The capital contribution of the purchaser's shareholders is shown in the table below:
Unit: 10000 yuan
No. name of shareholder subscribed capital contribution paid in capital contribution proportion
1 Beijing state owned Capital Operation Management Co., Ltd. 2133806.00 2133806.00 100.00%
Total 2133806.00 100.00%
The equity control relationship of the acquirer is shown in the figure below:
The controlling shareholder of the acquirer is Beijing Guoguan and the actual controller is Beijing SASAC.
(II) basic information of controlling shareholders of the acquirer
The controlling shareholder of the acquirer is Beijing Guoguan, and its basic information is shown in the table below:
Company name: Beijing state owned Capital Operation Management Co., Ltd
Company type: limited liability company (solely state-owned)
Registered capital: RMB 500000 million
Unified social credit code 91110000683551038c
Legal representative: Zhao Jifeng
Date of establishment: December 30, 2008
Business term: from July 30, 2021 to no fixed term
Registered address: No. 1269, building 1, yard 35, jinshifang street, Xicheng District, Beijing
State owned capital operation management; Investment and investment management; Asset management; Organize the reorganization and merger of the company's assets. （ "1. Without the approval of relevant departments, it is not allowed to raise funds in public; 2. It is not allowed to carry out securities products and financial derivatives trading activities in public; 3. It is not allowed to issue loans within its business scope; 4. It is not allowed to provide guarantees to enterprises other than the invested enterprises; 5. It is not allowed to promise investors that the investment principal will not be damaged Loss or commitment of minimum return "; Enterprises independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of this Municipality.)
Beijing Guoguan, the controlling shareholder of the acquirer, was invested and established by the Beijing Municipal Government in December 2008. It is a key backbone enterprise in Beijing with the focus on state-owned capital operation and equity management and the goal of state-owned capital securitization and value maximization. The main orientation of Beijing Guoguan is to realize the industrial investment subject of the strategic intention of Beijing Municipal Party committee and Beijing municipal government, the financing subject of capital operation in the form of market, the industrial integration subject of promoting the reform and reorganization of state-owned enterprises and realizing the orderly advance and retreat of state-owned capital, and the venture capital subject of promoting the development of leading industries and enterprise scientific and technological innovation, The equity management entity holding the overall listed or main business listed enterprises is the service entity for enterprises to implement debt restructuring and solve problems left over by history.
(III) basic information of the acquirer's actual controller
The actual controller of the acquirer is Beijing SASAC, which indirectly controls the acquirer through Beijing State Administration
