Hebei Jinniu Chemical Industry Co.Ltd(600722)
Short form equity change 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 information disclosure obligor: Jizhong Energy Resources Co.Ltd(000937) Fengfeng Group Co., Ltd. domicile: No. 2, Taizhong Road, Fengfeng mining area, Handan City mailing address: No. 16, Liantong South Road, Congtai District, Handan City, Hebei Province nature of share change: agreement transfer under the same controller (decrease)
Date of signature: February 16, 2022
Statement of information disclosure obligor
1、 The information disclosure obligor shall, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of the acquisition of listed companies (hereinafter referred to as the “measures for the administration of acquisition”) This report is prepared in accordance with the requirements of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity (hereinafter referred to as “Standards No. 15”) and other relevant laws, regulations and normative documents.
2、 In accordance with the provisions of the securities law, the measures for the administration of acquisitions and Standard No. 15, this report has fully disclosed the changes in the shares in which the information disclosure obligor has interests 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 this report, except for the information disclosed in this report, the above information disclosure obligor has not increased or reduced its shares in Hebei Jinniu Chemical Industry Co.Ltd(600722) by any other means.
3、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
4、 This equity change is the transfer of 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”) to Jizhong Energy Resources Co.Ltd(000937) (hereinafter referred to as “Jizhong shares”), but because Fengfeng Group and Jizhong shares are both companies controlled by Jizhong group, this equity change is a share transfer under the same control, It will not lead to the change of the actual controller of Hebei Jinniu Chemical Industry Co.Ltd(600722) . This equity change has been approved by Jizhong group.
5、 This equity change is based on the information stated in this report. Except for the information disclosure obligor, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
6、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
The disclosure obligor declares that 2 catalog 3 interpretation Section 1 Introduction to information disclosure obligors Section II changes in equity and purpose Section III equity change method Section IV trading of listed shares in the first six months Section V other major matters Section VI documents for future reference sixteen
interpretation
In this report, unless otherwise specified, the following abbreviations have the following meanings:
Hebei Jinniu Chemical Industry Co.Ltd(600722) . Listed company refers to Hebei Jinniu Chemical Industry Co.Ltd(600722) , which is listed on Shanghai Stock Exchange. Its former name is Cangzhou Chemical Industry Co., Ltd., stock abbreviation: Hebei Jinniu Chemical Industry Co.Ltd(600722) , stock code: 600722
Jizhong group refers to Jizhong Energy Resources Co.Ltd(000937) Group Co., Ltd
Information disclosure obligor, Fengfeng Group refers to Jizhong Energy Resources Co.Ltd(000937) Fengfeng Group Co., Ltd. short form equity change report, and this report refers to Hebei Jinniu Chemical Industry Co.Ltd(600722) short form equity change report
Jizhong Co., Ltd. refers to Jizhong Energy Resources Co.Ltd(000937) , formerly known as Hebei Jinniu Energy Co., Ltd
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
This equity change refers to the transfer of Hebei Jinniu Chemical Industry Co.Ltd(600722) 135995903 tradable shares with unlimited sales conditions directly held by Fengfeng Group to Jizhong by agreement (accounting for 19.99% of the total share capital of Hebei Jinniu Chemical Industry Co.Ltd(600722) )
Share transfer agreement refers to the share transfer agreement between Jizhong Energy Resources Co.Ltd(000937) Fengfeng Group Co., Ltd. and Jizhong Energy Resources Co.Ltd(000937) Co., Ltd. on Hebei Jinniu Chemical Industry Co.Ltd(600722) signed by Fengfeng Group and Jizhong Co., Ltd. on February 16, 2022
The underlying shares refer to the 135995903 shares of Jinniu chemical held by Fengfeng Group transferred to Jizhong shares by agreement, accounting for 19.99% of the total share capital of Hebei Jinniu Chemical Industry Co.Ltd(600722) and the tradable shares with unlimited sales conditions
Securities Law refers to the securities law of the people’s Republic of China
Measures for the administration of takeover of listed companies
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public – Report on changes in equity
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Section I Introduction to information disclosure obligors
1、 Basic information of information disclosure obligor 1. Company Name: Jizhong Energy Resources Co.Ltd(000937) Fengfeng Group Co., Ltd. 2. Registered address: No. 2, Taizhong Road, Fengfeng mining area, Handan City 3. Legal representative: Liu Cunyu 4. Registered capital: 3051278100 yuan
5. Business term: July 18, 2003 to July 18, 2053
6. Unified social credit Code: 91130400105670924w7. Company type: other limited liability companies 8. Contact number: 0310-56296059. Mailing address: No. 10, No. 16, Liantong South Road, GaoKai District, Handan City, Hebei Province. Postal code: 05610711. Controlling shareholder: Jizhong Energy Resources Co.Ltd(000937) Group Co., Ltd. 12. 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 and grouting; Operation of special railway line and self owned vehicle equipment; Material sales; Warehousing and property services; advertisement; Printing; get accommodation; Restaurant; Traditional Chinese and Western medicine; Film screening; Rental of houses, equipment and sites; Communication, computer information, cable TV service agent; Vocational skills training, libraries, cultural entertainment, art performance venues, literary and artistic creation and performance; House repair, real estate agency, water supply, electricity, heat and gas services, pipeline maintenance, road transportation, machinery, electromechanical equipment and spare parts processing and repair; Equipment hoisting; Water treatment; Wood processing; Wood processing, sanitation and housekeeping services; Landscaping; Sales of food, flowers, beverages, daily necessities, daily chemicals (excluding dangerous goods), prepackaged food, rice flour products and edible oil, cakes, candy and sugar, fruits, vegetables, meat, poultry, eggs, milk and aquatic products, condiments, wine, tea and edible Shenzhen Agricultural Products Group Co.Ltd(000061) ; Retail of cigarettes; Preschool education and bathing.
Class II motor vehicle maintenance (engine repair); Car Rental; Car fittings, car beauty, car cleaning; Hotel and catering management services; Gasoline, diesel (closed cup flash point ≤ 60 ℃), kerosene retail (only for branches); Hazardous chemicals (valid from September 29, 2020 to September 28, 2023, subject to the approval of the license); Business services; Software and information technology services; Professional design. (for projects subject to approval according to law, business activities can be carried out only after the approval of relevant departments) II. Information about the directors and their main principals of the information disclosure obligor
As of the signing date of this report, the directors and senior managers of the information disclosure obligor are as follows:
Have you obtained the right of residence in other countries or regions
Liu Cunyu, chairman and party secretary, male, Hebei, China no
Meng Xianying, deputy secretary of the Party committee, vice chairman and general manager, male, Hebei, China no
Chen Wenfeng, member of the Standing Committee of the Party committee and employee director, male, Hebei, China no
Zhang Jianfeng, member of the Standing Committee of the Party committee, director and chief accountant, male, Hebei, China no
Qi Minjiang, director, general counsel and deputy general manager, male, Hebei, China no
Wang Dianlu, director and deputy general manager, male, Hebei, China no
Deputy Secretary of the Party committee, employee director and trade union leader
Guo Zhiwu, male, Hebei, China no
seat
Wang Xiaoming, director and deputy general manager, male, Hebei, China no
Hao Yongjun, deputy general manager, male, Hebei, China no
Zhang Weiyuan, deputy general manager, male, Hebei, China no
Bian Tieshan, deputy general manager, male, Hebei, China no
3、 Information disclosure obligors hold and control more than 5% of the shares of other listed companies. As of the signing date of this report, the shares in which Fengfeng Group has no interests in overseas listed companies have reached or exceeded 5% of the issued shares of the listed company; Fengfeng Group directly holds Jizhong Energy Resources Co.Ltd(000937) (000937. SZ) 597142952 shares in China, accounting for 16.90% of the total share capital of Jizhong.
Section II changes in equity and purpose
1、 Main changes in equity this time
On February 16, 2022, Fengfeng Group signed a share transfer agreement with Jizhong Co., Ltd. to transfer the Hebei Jinniu Chemical Industry Co.Ltd(600722) 135995903 tradable shares (accounting for 19.99% of the total share capital of Hebei Jinniu Chemical Industry Co.Ltd(600722) directly held by it) to Jizhong Co., Ltd. 2、 Purpose of this equity change
Fengfeng Group transferred its Hebei Jinniu Chemical Industry Co.Ltd(600722) shares to Jizhong Co., Ltd. in accordance with the adjustment of Hebei Jinniu Chemical Industry Co.Ltd(600722) equity structure to meet the needs of Hebei Jinniu Chemical Industry Co.Ltd(600722) future development. 3、 The information disclosure obligor plans to increase or continue to reduce its shares in the listed company in the next 12 months
As of the signing date of this report, the information disclosure obligor has no plan to increase or continue to reduce its shares in the listed company in the next 12 months. In case of relevant equity changes, the information disclosure obligor will perform the information disclosure obligations in strict accordance with the requirements of relevant laws and regulations.
Section III changes in equity
1、 Changes in the number and proportion of interests held by the information disclosure obligor in the listed company before and after the equity change
(I) number and proportion of equity held before this equity change
Before this equity change, Fengfeng Group directly held Hebei Jinniu Chemical Industry Co.Ltd(600722) 135995903 shares, accounting for 19.99% of the total share capital of Hebei Jinniu Chemical Industry Co.Ltd(600722) , and was the second largest shareholder of Hebei Jinniu Chemical Industry Co.Ltd(600722) . Jizhong shares directly holds Hebei Jinniu Chemical Industry Co.Ltd(600722) 245267074 shares, accounting for 36.05% of the total share capital of Hebei Jinniu Chemical Industry Co.Ltd(600722) , and is the controlling shareholder of Hebei Jinniu Chemical Industry Co.Ltd(600722) .
(II) number and proportion of equity after this equity change
After this equity change, Fengfeng Group will no longer directly hold Hebei Jinniu Chemical Industry Co.Ltd(600722) shares.
(III) equity control relationship before and after this equity change
Due to the change of equity of Jizhong 722, the current controlling shareholder is still {6002}
