Securities code: 000937 securities abbreviation: Jizhong Energy Resources Co.Ltd(000937) Announcement No.: 2022 pro-005 Jizhong Energy Resources Co.Ltd(000937)
With regard to the announcement on the purchase of Hebei Jinniu Chemical Industry Co.Ltd(600722) shares and related party transactions, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Important content tips:
1. Jizhong Energy Resources Co.Ltd(000937) (hereinafter referred to as “the company” or “Jizhong shares”) intends to purchase Hebei Jinniu Chemical Industry Co.Ltd(600722) 135995903 shares held by Jizhong Energy Resources Co.Ltd(000937) Fengfeng Group Co., Ltd. (hereinafter referred to as “Fengfeng Group”) by agreement, accounting for 19.99% of the total share capital of Hebei Jinniu Chemical Industry Co.Ltd(600722) (hereinafter referred to as “subject shares”), It also plans to sign the share transfer agreement on Hebei Jinniu Chemical Industry Co.Ltd(600722) with Fengfeng Group (hereinafter referred to as “this transaction”, which is hereinafter referred to as “share transfer agreement”).
2. The transfer price of the shares is proposed to be 6.33 yuan / share, and the total transfer price of the shares is 860854065.99 yuan.
3. This transaction constitutes a related party transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. This transaction does not need to be submitted to the general meeting of shareholders of the company for deliberation.
4. This proposal has been deliberated and adopted at the 17th meeting of the seventh board of directors. Mr. Liu Guoqiang, Mr. Liu Cunyu, Mr. Wang Yumin and Mr. Zhang Zhenfeng, affiliated directors of the company, avoided voting.
1、 Overview of related party transactions
The company plans to acquire 135995903 shares of Hebei Jinniu Chemical Industry Co.Ltd(600722) held by Fengfeng Group, which account for 19.99% of the total share capital of Hebei Jinniu Chemical Industry Co.Ltd(600722) , and the company plans to sign the share transfer agreement on Hebei Jinniu Chemical Industry Co.Ltd(600722) with Fengfeng Group for the transaction. The transaction price is the daily weighted average price 30 trading days before the signing of the transfer agreement, and the arithmetic average value is based on the above calculation method, After full negotiation between both parties, it is confirmed that the transfer price of the subject shares is 6.33 yuan / share, and the total share transfer price is 860854065.99 yuan.
The counterparty of this transaction is the subsidiary of the controlling shareholder of the company. According to article 10.1.3 of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction. The independent directors of the company approved the transaction in advance and expressed independent opinions.
According to the measures for the supervision and administration of state owned equity of listed companies and other relevant provisions, this transaction has been approved by Jizhong Energy Resources Co.Ltd(000937) group.
Before and after this equity change, the trading parties directly hold Hebei Jinniu Chemical Industry Co.Ltd(600722) shares and directly own Hebei Jinniu Chemical Industry Co.Ltd(600722) voting rights are shown in the following table:
Before the completion of this equity change of shareholders
Number of shares held proportion of shares with voting rights proportion of shares with voting rights
Jizhong shares 245267074 36.05%
Fengfeng Group 135995903 19.99%
After the change of shareholders’ equity is completed
Number of shares held proportion of shares with voting rights proportion of shares with voting rights
Jizhong shares 381262977 56.04%
Fengfeng Group —-
After the equity change, the company directly holds Hebei Jinniu Chemical Industry Co.Ltd(600722) 381262977 shares, accounting for 56.04% of the total share capital of Hebei Jinniu Chemical Industry Co.Ltd(600722) . The company is still the controlling shareholder of Hebei Jinniu Chemical Industry Co.Ltd(600722) and the actual controller of Hebei Jinniu Chemical Industry Co.Ltd(600722) is still the state owned assets supervision and Administration Commission of Hebei Province.
2、 Related party counterparties
(I) basic information
1. Company name: Jizhong Energy Resources Co.Ltd(000937) Fengfeng Group Co., Ltd
2. Enterprise type: other limited liability companies
3. Registered address: No. 2, Taizhong Road, Fengfeng mining area, Handan City
4. Legal representative: Liu Cunyu
5. Registered capital: 3051278100 yuan
6. Unified social credit Code: 91130400105670924w
7. Business scope: Coal wholesale business; Import and export business (operating within the scope approved by the qualification certificate); Labor dispatch: management, service and consultation of energy and new energy; Operating with branches: coal mining and washing; Technical service and consultation of coal preparation engineering, operation management of coal preparation plant, manufacture and sales of coke and coking products, coal chemical products (excluding hazardous chemicals), building materials, machinery and electrical equipment; Production and sales of electricity and gas; Building construction; Production, processing and sales of mining support materials; Mining belt machinery spare parts processing and sales; Geological drilling, mineral exploration, grouting, etc.
8. Major shareholder and actual controller: state owned assets supervision and Administration Commission of Hebei Provincial People’s Government (hereinafter referred to as “Hebei SASAC”).
(II) financial status
The main financial data of Fengfeng Group in the latest year and the first period are as follows:
Unit: 10000 yuan
Financial indicators September 30, 2021 December 31, 2020
Total assets 4312359.13 3964619.39
Total liabilities 3045463.91 2769116.22
Total owner’s equity 1266895.22 1195503.16
January September 2021 2020
Operating income 2153780.22 2748078.22
Total profit 124439.94 46161.09
Net profit 98616.06 28239.75
(III) relationship with the company
As of December 31, 2021, Fengfeng Group alone holds 16.9% of the company’s shares, Jizhong Energy Resources Co.Ltd(000937) group is the controlling shareholder of Fengfeng Group, and Jizhong Energy Resources Co.Ltd(000937) group and its concerted actors jointly hold 57.16% of the company’s shares.
Therefore, it is in line with the related relationship stipulated in article 10.1.3 of the stock listing rules.
(IV) Fengfeng Group is not the person subject to execution for breach of faith.
3、 Basic information of transaction object
(I) subject matter of transaction
The subject of this transaction is the Hebei Jinniu Chemical Industry Co.Ltd(600722) 135995903 shares held by Fengfeng Group, which accounts for 19.99% of the total share capital of Hebei Jinniu Chemical Industry Co.Ltd(600722) and the tradable shares with unlimited sales conditions.
(II) basic information of Hebei Jinniu Chemical Industry Co.Ltd(600722)
1. Company name: Hebei Jinniu Chemical Industry Co.Ltd(600722)
2. Enterprise type: other joint stock limited companies (listed)
3. Address: chemical Avenue, Lingang chemical industry park, Cangzhou
4. Legal representative: Zheng Wenya
5. Registered capital: 680319676 yuan
6. Unified social credit Code: 91130900104363017u
7. Business scope: manufacturing acetylene, hydrogen chloride gas, chloroacetylene, hydrochloric acid (by-product 20%), compressed air, nitrogen, caustic soda, liquid chlorine, hydrogen, hydrochloric acid (30%), sodium hypochlorite and sulfuric acid (manufactured within the validity period of work safety license); Manufacturing Ordinary portland cement 42.5 and polyvinyl chloride resin; Wholesale and retail of chemical raw materials (excluding hazardous chemicals and varieties subject to approval by relevant national departments), plastic products and building materials; Sales of metal materials and metal products; House leasing; Import and export of goods and technology. (except those prohibited by laws, administrative regulations and decisions of the State Council, those restricted by laws, administrative regulations and decisions of the State Council can only operate after obtaining a license)
8. Major shareholders and actual controllers: the company is the largest shareholder of Hebei Jinniu Chemical Industry Co.Ltd(600722) and the company is the holding subsidiary of Jizhong Energy Resources Co.Ltd(000937) group. Therefore, the actual controller of Hebei Jinniu Chemical Industry Co.Ltd(600722) is Hebei SASAC.
(III) financial status
Hebei Jinniu Chemical Industry Co.Ltd(600722) the main financial data of the latest year and the first period are as follows:
Unit: 10000 yuan
Financial indicators September 30, 2021 December 31, 2020
Total assets 134442.15 123981.91
Total liabilities 18354.26 11364.32
Total owner’s equity 116087.89 112617.60
January September 2021 2020
Operating income 40755.91 40403.53
Total profit 6236.94 1935.12
Net profit 6048.17 1752.85
Hebei Jinniu Chemical Industry Co.Ltd(600722) the financial data of 2020 were audited by Zhitong Certified Public Accountants (special general partnership), and the data of the first three quarters of 2021 were not audited. (IV) Hebei Jinniu Chemical Industry Co.Ltd(600722) is not the person subject to execution in breach of faith.
4、 Pricing policy and basis of this transaction
The transfer price of the subject shares shall be determined on the basis of the arithmetic mean of the daily weighted average price of Hebei Jinniu Chemical Industry Co.Ltd(600722) shares 30 trading days before the signing date of the share transfer agreement, and shall not be lower than the arithmetic mean. Based on the above calculation method and through full negotiation between both parties, it is confirmed that the transfer price of the subject shares is 6.33 yuan / share, and the total share transfer price is 860854065.99 yuan. The pricing complies with the relevant provisions of the company law, the securities law, the measures for the supervision and administration of state owned equity of listed companies and other relevant laws and regulations, and the pricing method is fair and reasonable. 5、 Main contents of the agreement
Fengfeng Group and the company signed the share transfer agreement on February 16, 2022. The main contents of the agreement are as follows:
1. Parties to the assignment of the agreement:
Party A: Jizhong Energy Resources Co.Ltd(000937) Fengfeng Group Co., Ltd
Party B: Jizhong Energy Resources Co.Ltd(000937)
2. This share transfer
Party A agrees to transfer 135995903 shares of Hebei Jinniu Chemical Industry Co.Ltd(600722) (hereinafter referred to as “subject shares”) held by Party A to Party B according to the conditions agreed in this agreement, and Party B agrees to transfer the above subject shares according to the conditions agreed in this agreement.
As of the signing date of this agreement, the subject shares account for 19.99% of the total shares of Hebei Jinniu Chemical Industry Co.Ltd(600722) .
3. Share transfer price
Both parties agree that according to the relevant provisions of laws and regulations such as the measures for the supervision and administration of state owned equity of listed companies, the transfer price of the subject shares of this transaction shall be determined based on the arithmetic average of the daily weighted average price of Hebei Jinniu Chemical Industry Co.Ltd(600722) shares 30 trading days before the signing date of this agreement, and shall not be lower than the arithmetic average. Based on the above calculation method and through full negotiation between both parties, the transfer price of the subject shares is proposed to be 6.33 yuan / share, and the total share transfer price is 860854065.99 yuan (in figures: 860854065.99 yuan, which is not lower than the lower limit of Hebei Jinniu Chemical Industry Co.Ltd(600722) stock block trading price range on the signing date of this Agreement). 4. Payment of share transfer price
Both parties agree that the transfer price of the subject shares of this transaction shall be paid in cash as the consideration, and the cash consideration shall be paid according to the following rhythm:
(1) Within 5 working days after the signing date of this agreement, Party B shall pay 50% of the total transfer price of the subject shares of this transaction to Party A as a deposit;
(2) Within 5 working days after the effectiveness of this agreement, Party B shall pay Party A all the remaining transfer price of the subject shares of this transaction (the deposit in the preceding paragraph shall be automatically converted into the transfer price of the subject shares).
5. About delivery
(1) Within 5 working days after this agreement takes effect and Party B has paid all the share transfer price in accordance with the provisions of laws and regulations such as the measures for the supervision and administration of state owned equity of listed companies and Article 4 of this agreement, both parties shall cooperate with each other and submit it to the Shanghai stock exchange for compliance confirmation; Within 5 working days after obtaining the compliance confirmation opinion of Shanghai Stock Exchange, both parties shall apply to the clearing company for handling the formalities required for the transfer of the subject shares.
(2) The date when the subject shares are transferred from Party A to Party B is the delivery date of the subject shares. From the delivery date, Party B obtains the full ownership of the subject shares, enjoys Hebei Jinniu Chemical Industry Co.Ltd(600722) all shareholders’ rights stipulated in the articles of association and laws and regulations in force at that time, and undertakes corresponding shareholders’ obligations.
(3) In the process of handling the delivery procedures of the subject shares, both parties shall actively cooperate in accordance with the provisions of this Agreement and relevant laws and regulations, including but not limited to providing effective supporting documents, securities account materials and payment vouchers.
(4) This transaction is an agreement transfer of shares of listed companies
