Hebei Jinniu Chemical Industry Co.Ltd(600722)
Summary of acquisition Report
Name of listed company: Hebei Jinniu Chemical Industry Co.Ltd(600722) place of stock listing: Shanghai Stock Exchange Stock abbreviation: Hebei Jinniu Chemical Industry Co.Ltd(600722) Stock Code: 600722 purchaser: Jizhong Energy Resources Co.Ltd(000937) address: No. 191, Zhongxing West Street, Xingtai City, Hebei Province mailing address: No. 191, Zhongxing West Street, Xingtai City, Hebei Province
Date of signature: February 16, 2022
Purchaser’s statement
1、 The summary of this report is in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The measures for the administration of the acquisition of listed companies (hereinafter referred to as the “measures for the administration of acquisition”) 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 (hereinafter referred to as the “Standards No. 16”) and other relevant laws, regulations and normative documents.
2、 In accordance with the provisions of the company law, the securities law, the measures for the administration of acquisition and the Standard No. 16, the summary of this report has fully disclosed the shares in which the acquirer Jizhong Energy Resources Co.Ltd(000937) (hereinafter referred to as “Jizhong shares”) has an interest in Hebei Jinniu Chemical Industry Co.Ltd(600722) (hereinafter referred to as ” Hebei Jinniu Chemical Industry Co.Ltd(600722) “). 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 has no interest in Hebei Jinniu Chemical Industry Co.Ltd(600722) 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、 This acquisition is the transfer of all Hebei Jinniu Chemical Industry Co.Ltd(600722) shares directly held by Jizhong Energy Resources Co.Ltd(000937) Fengfeng Group Co., Ltd. (hereinafter referred to as “Fengfeng Group”) by Jizhong share agreement, the controlling shareholder of Hebei Jinniu Chemical Industry Co.Ltd(600722) . Since Jizhong shares and Fengfeng Group are both subsidiaries of Jizhong Energy Resources Co.Ltd(000937) Group Co., Ltd. (hereinafter referred to as “Jizhong group”), this acquisition is a share transfer under the same control and will not lead to the change of Hebei Jinniu Chemical Industry Co.Ltd(600722) controlling shareholder and actual controller. The acquisition has been approved by the board of directors of Jizhong group.
This acquisition will increase the proportion of equity held by the acquirer in the listed company from 36.05% to 56.04%. According to the relevant provisions of Article 62 of the measures for the administration of acquisition, “the acquirer and the transferor can prove that the share transfer is carried out between different subjects controlled by the same actual controller and does not lead to the change of the actual controller of the listed company, and the acquirer can be exempted from increasing the shares by way of offer”. This acquisition meets the situation of exemption from making an offer.
5、 This acquisition is based on the information stated in the summary of this report. Except for the purchaser and the professional institution employed, no other person has been entrusted or authorized to provide information not listed in the summary of this report and make any explanation or explanation on the summary of this report.
6、 The purchaser promises that there are no false records, misleading statements or major omissions in the summary of this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
The purchaser declares that 2 catalog 3 interpretation Section 1 Introduction to the purchaser Section 2 acquisition decision and acquisition purpose Section III acquisition method Section 4 exemption from making an offer Section V other major matters eighteen
interpretation
In the summary of this report, unless otherwise specified, the following abbreviations have the following meanings:
Hebei Jinniu Chemical Industry Co.Ltd(600722) , on the Shanghai Stock Exchange Hebei Jinniu Chemical Industry Co.Ltd(600722) , the listed company refers to the market, formerly known as Cangzhou Chemical Industry Co., Ltd., stock abbreviation: Hebei Jinniu Chemical Industry Co.Ltd(600722) , stock code: 600722
Jizhong Energy Resources Co.Ltd(000937) is listed on Shenzhen Stock Exchange. The acquirer and Jizhong stock refer to the former name: Hebei Jinniu Energy Co., Ltd., stock abbreviation: Jizhong Energy Resources Co.Ltd(000937) , stock code: 000937
The summary of this report refers to the summary of Hebei Jinniu Chemical Industry Co.Ltd(600722) acquisition report. Jizhong group refers to Jizhong Energy Resources Co.Ltd(000937) Group Co., Ltd., formerly known as Hebei Jinniu Energy Group Co., Ltd
Fengfeng Group refers to Jizhong Energy Resources Co.Ltd(000937) Fengfeng Group Co., Ltd
Hebei SASAC refers to the state owned assets supervision and Administration Commission of Hebei Provincial People’s government
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Clearing Company refers to Shanghai Branch of China Securities Depository and Clearing Co., Ltd
Jizhong shares were transferred by agreement, and Fengfeng Group directly held Hebei Jinniu Chemical Industry Co.Ltd(600722) 135995903 tradable shares with unlimited sales conditions (accounting for 19.99% of the total share capital of Hebei Jinniu Chemical Industry Co.Ltd(600722) referred to in this acquisition and transaction)
The target shares of Jinniu transferred by Fengfeng Group to Jizhong shares by agreement refer to 135995903 shares of chemical industry (accounting for 19.99% of the total share capital of Hebei Jinniu Chemical Industry Co.Ltd(600722) ), which are tradable shares with unlimited sales conditions
The Ji share transfer agreement signed by Fengfeng Group and Jizhong Co., Ltd. on February 16, 2022 refers to the share transfer agreement between China Energy Fengfeng Group Co., Ltd. and Jizhong Energy Resources Co.Ltd(000937) Co., Ltd. on Hebei Jinniu Chemical Industry Co.Ltd(600722)
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 measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public – Acquisition report of listed companies
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Section 1 Introduction to the purchaser
1、 Basic information of the purchaser
1. Company name: Jizhong Energy Resources Co.Ltd(000937)
2. Registered address: No. 191, Zhongxing West Street, Xingtai City, Hebei Province
3. Legal representative: Liu Guoqiang
4. Registered capital: RMB 3533546850
5. Date of establishment: August 26, 1999
6. Operating period: August 26, 1999 to August 26, 2029
7. Unified social credit Code: 911300007183116254
8. Tel.: 0319-2098828
9. Mailing address: No. 191, Zhongxing West Street, Xingtai City, Hebei Province
10. Postal Code: 054000
11. Company type: other joint stock limited companies (listed)
12. Major shareholders and shareholding ratio: Jizhong group holds 57.16% of Jizhong shares directly and indirectly
13. Business scope: Coal wholesale; Sales of self-produced cement, alkali free glass fiber and products; Fly ash sales; Handling services; Cecep Solar Energy Co.Ltd(000591) power generation and wind power generation; Rental of houses and equipment; Distribution of steel and equipment accessories, hardware and electrical materials; Import and export of goods and technologies (except those restricted or prohibited by the state); Wholesale and retail of non-metallic minerals and products, metals and metal minerals (except those prohibited by laws, regulations and decisions of the State Council or requiring pre-approval); Operate with branches at the lower limit, and those involving licenses can be operated only after obtaining licenses: coal mining; Open pit mining of limestone for cement and sandstone for cement batching; Coal washing; Production of cement, alkali free glass fiber and products, electric power and steam; Conference, wedding etiquette and cleaning and laundry services; Mine engineering contracting; Retail of daily sundries, clothing, flowers, gifts and prepackaged food; Dinner (including cold dishes) and accommodation services; Tobacco retail; Sewage treatment and sales of reclaimed water after treatment; Design, manufacture, installation and maintenance of mechanical equipment and parts, standard parts and mining products; Air ticket consignment; Sales of building materials, pig iron, refined iron powder, ferroalloy, electrical appliances, metal materials and products, valves, cables, coke and bearings; Bidding agency services.
(for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments) II. Information about the controlling shareholders and actual controllers of the acquirer
(I) equity structure
As of the signing date of the summary of this report, Jizhong group directly holds 32.81% equity of the acquirer Jizhong shares, and holds 16.90%, 6.88% and 0.57% equity of Jizhong shares respectively through its controlled subsidiaries Jizhong Energy Resources Co.Ltd(000937) Fengfeng Group Co., Ltd., Jizhong Energy Resources Co.Ltd(000937) Handan Mining Group Co., Ltd. and Jizhong Energy Resources Co.Ltd(000937) Zhangjiakou Mining Group Co., Ltd, The company holds 57.16% of the equity of Jizhong shares directly and indirectly, and is the controlling shareholder of Jizhong shares. Hebei SASAC holds 100% equity of Jizhong group and is the actual controller of Jizhong shares.
As of the signing date of the summary of this report, the equity structure of Jizhong shares is shown in the figure below:
(II) controlling shareholders and actual controllers of the acquirer
The controlling shareholder of the acquirer is Jizhong group, and the actual controller is Hebei SASAC.
1. Basic information of controlling shareholders
Jizhong group, formerly known as Hebei Jinniu Energy Group Co., Ltd., was established on December 16, 2005. It is a provincial wholly state-owned company supervised by Hebei SASAC. At present, it has formed an industrial pattern with coal as the main industry and comprehensive development of logistics, chemical industry, medicine and other industries.
As of the signing date of the summary of this report, except Jizhong shares, the core enterprises and businesses controlled by Jizhong group, the controlling shareholder of the acquirer, are as follows:
Registered capital shareholding ratio serial number enterprise name registered place (10000 yuan) business scope example (including indirect) (%)
1 Jizhong Energy Resources Co.Ltd(000937) Xingtai Mining Group Co., Ltd. Xingtai 168476.00 coal mining and 100.00 sales company
2 Jizhong Energy Resources Co.Ltd(000937) Zhangjiakou Mining Group Co., Ltd. Zhangjiakou 33259.27 coal mining and 100.00 sales company
3 Jizhong Energy Resources Co.Ltd(000937) Handan Mining Group Co., Ltd. Handan 141188.48 coal mining and 78.53 sales
4 Jizhong Energy Resources Co.Ltd(000937) Fengfeng Group Co., Ltd. Handan 305127.81 coal mining and 94.68 sales
5 Jizhong Energy Resources Co.Ltd(000937) Mechanical Equipment Group Co., Ltd. Shijiazhuang 38033.96 coal equipment production 100.00 production and sales
6 Jizhong Energy Resources Co.Ltd(000937) Jingxing Mining Group Co., Ltd. Shijiazhuang 15755.00 coal mining and 100.00 sales
