Securities code: 600722 securities abbreviation: Hebei Jinniu Chemical Industry Co.Ltd(600722) Announcement No.: 2022-002
Hebei Jinniu Chemical Industry Co.Ltd(600722)
Suggestive announcement on the signing of share transfer agreement by shareholders of the company
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
Special tips:
1、 Hebei Jinniu Chemical Industry Co.Ltd(600722) (hereinafter referred to as “the company” or “the listed company”) shareholder Jizhong Energy Resources Co.Ltd(000937) Fengfeng Group Co., Ltd. (hereinafter referred to as “Fengfeng Group”) intends to transfer all 135995903 tradable shares of the company (accounting for 19.99% of the total share capital of the listed company, hereinafter referred to as “the subject shares”) to Jizhong Energy Resources Co.Ltd(000937) (hereinafter referred to as “Jizhong shares” or “the purchaser”) (hereinafter referred to as “this share transfer” or “this equity change”).
2. This equity change is an agreed transfer of shares of the company under the same control. After the completion of this equity change, Jizhong shares directly hold 381262977 shares of the company, accounting for 56.04% of the total share capital of the company. It is still the controlling shareholder of the company, and the actual controller of the company is the state owned assets supervision and Administration Commission of Hebei Provincial People’s Government (hereinafter referred to as “Hebei SASAC”).
3. This equity change has been approved by Jizhong Energy Resources Co.Ltd(000937) Group Co., Ltd. (hereinafter referred to as “Jizhong group”) and approved by the board of directors of Jizhong Co., Ltd. this equity change still needs to obtain compliance confirmation and other relevant procedures in accordance with the relevant provisions of the share transfer agreement of listed companies on Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”), And handle the share transfer registration procedures at the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. There is some uncertainty in this equity change, so investors should pay attention to investment risks.
4. As Jizhong group is the controlling shareholder of Jizhong shares and Fengfeng Group, this equity change is a share transfer under the same control. The actual controller of the company has not changed. According to item (I) of Article 62 of the measures for the administration of the acquisition of listed companies and other relevant provisions, the acquirer is exempted from making an offer for this equity change. 1、 Overview of this equity change
On February 16, 2022, the company received the notice from the shareholders Jizhong shares and Fengfeng Group that Jizhong shares and
Fengfeng Group signed the share transfer agreement on Hebei Jinniu Chemical Industry Co.Ltd(600722) on February 16, 2022 (hereinafter referred to as the “share transfer agreement”).
According to the share transfer agreement, Fengfeng Group plans to transfer 135995903 tradable shares of the listed company directly held by it (accounting for 19.99% of the total share capital of the listed company) to Jizhong shares, with a total transfer price of 860854065.99 yuan.
Before and after this equity change, the trading parties directly hold the shares and voting rights of the listed company, as shown in the following table:
Before this equity change
shareholder
Shareholding number shareholding ratio
Jizhong shares 245267074 36.05%
Fengfeng Group 135995903 19.99%
After this equity change
shareholder
Shareholding number shareholding ratio
Jizhong shares 381262977 56.04%
Fengfeng Group 0.00%
After the equity change is completed, Jizhong shares directly hold 381262977 shares of listed companies, accounting for 56.04% of the total share capital of listed companies. Jizhong shares are still the controlling shareholder of the company, and the actual controller of the company is still Hebei SASAC.
As Jizhong group is the controlling shareholder of Jizhong shares and Fengfeng Group, this equity change is a share transfer under the same control. According to the measures for the supervision and administration of state owned equity of listed companies and other relevant regulations on state-owned assets supervision, this equity change has been approved by Jizhong group and approved by the board of directors of Jizhong shares. This equity change still needs to obtain compliance confirmation and other relevant procedures in accordance with the relevant provisions on the transfer of agreements of Shanghai Stock Exchange, And handle the share transfer registration procedures at the Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
According to item (I) of Article 62 of the measures for the administration of the acquisition of listed companies, the acquirer is exempted from making an offer for this equity change.
2、 Introduction of transaction parties
(I) Jizhong Co., Ltd
Jizhong shares is the transferee of the underlying shares of this equity change.
Enterprise name: Jizhong Energy Resources Co.Ltd(000937)
Unified social credit Code: 911300007183116254
Enterprise type: other joint stock limited companies (listed)
Legal representative: Liu Guoqiang
Registered capital: RMB 353354685
Date of establishment: August 26, 1999
Business term: August 26, 1999 to August 26, 2029
Registered address and mailing address: No. 191, Zhongxing West Street, Xingtai City, Hebei Province
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 approval by relevant departments)
Equity structure: Jizhong group directly holds 32.81% of Jizhong shares, and holds 16.90%, 6.88% and 0.57% of Jizhong shares respectively through Fengfeng Group, Jizhong Energy Resources Co.Ltd(000937) Handan Mining Group Co., Ltd. and Jizhong Energy Resources Co.Ltd(000937) Zhangjiakou Mining Group Co., Ltd., which are controlled by its subordinates, with a total of 57.16% of Jizhong shares. Hebei SASAC is the actual controller of Jizhong shares.
The equity structure of Jizhong shares is shown in the figure below:
State owned assets supervision and Administration Commission of Hebei Provincial People’s Government
Jizhong Energy Resources Co.Ltd(000937) Group Co., Ltd
94.68% 32.81% 78.53% 100%
Jizhong Energy Resources Co.Ltd(000937) Fengfeng Group has 16.90% Jizhong Energy Resources Co.Ltd(000937) Co., Ltd. and 6.88% Jizhong Energy Resources Co.Ltd(000937) Handan Mining Group Jizhong Energy Resources Co.Ltd(000937) Zhangjiakou Mining Co., Ltd
0.57%
(II) Fengfeng Group
Fengfeng Group is the transferor of the underlying shares of this equity change.
Company name: Jizhong Energy Resources Co.Ltd(000937) Fengfeng Group Co., Ltd
Unified social credit Code: 91130400105670924w
Enterprise type: other limited liability companies
Legal representative: Liu Cunyu
Registered capital: RMB 3051278100
Date of establishment: July 18, 2003
Business term: July 18, 2003 to July 18, 2053
Registered address: No. 2, Taizhong Road, Fengfeng mining area, Handan City, Hebei Province
Mailing address: No. 16, Liantong South Road, GaoKai District, Handan City, Hebei Province
Business scope: Coal wholesale business; Import and export business (operating within the scope approved by the qualification certificate); work
Dispatch: management, service and consultation of energy and new energy; Operating with lower limit branches: coal mining
Washing; Technical service and consultation of coal preparation engineering, operation management of coal preparation plant, coke and coking products, coal chemical industry
Manufacturing and sales of chemicals (excluding hazardous chemicals), building materials, machinery and electrical equipment; Electricity and gas production
sale; Building construction; Production, processing and sales of mining support materials; Spare parts processing and pin of mining belt machinery
Sale; 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; Houses and facilities
Preparation and site leasing; Communication, computer information, cable TV service agent; Vocational skills training, library
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 approval by relevant departments)
Jizhong group holds 94.68% equity of Fengfeng Group and is the controlling shareholder of Fengfeng Group. Hebei SASAC is the actual controller of Fengfeng Group.
3、 Main contents of agreements related to this equity change
Share transfer agreement signed between Fengfeng Group and Jizhong shares
1. Parties to the assignment of the agreement:
Party A (transferor): Fengfeng Group
Party B (transferee): Jizhong Co., Ltd
2. Nature, quantity and proportion of transferred shares: 135995903 A shares of Hebei Jinniu Chemical Industry Co.Ltd(600722) tradable shares without sale conditions directly held by Fengfeng Group, accounting for 19.99% of the total share capital of Hebei Jinniu Chemical Industry Co.Ltd(600722) .
3. Transfer price of subject shares:
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 shall be determined based on 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 this agreement, and shall not be lower than the arithmetic mean. 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, which is not lower than the lower limit of the Hebei Jinniu Chemical Industry Co.Ltd(600722) stock block trading price range on the signing date of this agreement).
4. Payment method:
The transfer price of the subject shares of this share transfer shall be paid in cash as consideration. The specific payment method and period are as follows:
(1) Within 5 working days after the signing date of the share transfer agreement, Jizhong shares shall pay 50% of the total transfer price of the subject shares of this share transfer to Fengfeng Group as a deposit;
(2) Within 5 working days after the share transfer agreement takes effect, Jizhong shares shall pay all the remaining transfer price of the subject shares of the share transfer to Fengfeng Group (the deposit in the preceding paragraph shall be automatically converted into the transfer price of the subject shares).
5. Subject share transfer arrangement:
(1) Within 5 working days after the share transfer agreement takes effect and Jizhong shares 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 the provisions of the share transfer 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 underlying shares are transferred from Fengfeng Group to Jizhong shares is the delivery date of the underlying shares. From the closing date, Ji
