Securities code: 600575 securities abbreviation: Huaihe Energy (Group) Co.Ltd(600575) Announcement No.: pro 2022-006 Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd
Announcement on the resolution of the sixth meeting of the seventh board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
The sixth meeting of the seventh board of directors of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (hereinafter referred to as “the company”, “listed company” and ” Huaihe Energy (Group) Co.Ltd(600575) “) was held in the conference room of the main building of Wuhu hanjue Yangming Hotel on February 21, 2022. The notice of the meeting was sent to all directors by e-mail and fax on February 16, 2022. Nine directors should be present at the meeting, but there are actually nine. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Wang Rong, chairman of the board. The meeting was held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the articles of association of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (hereinafter referred to as the “articles of association”). The meeting deliberated item by item and adopted the following resolutions by open vote in writing:
1、 The proposal on the company’s absorption and merger of Huainan Mining (Group) Co., Ltd. and related party transactions in compliance with relevant laws and regulations was deliberated and adopted
The company intends to offer Huaihe Energy (Group) Co.Ltd(600575) Holding Group Co., Ltd. (hereinafter referred to as “Huaihe holding”), China Xinda Asset Management Co., Ltd. (hereinafter referred to as “China Xinda”), and CCB Financial Asset Investment Co., Ltd. (hereinafter referred to as “CCB investment”) to all shareholders of Huainan Mining (Group) Co., Ltd. (hereinafter referred to as “Huainan Mining”) Guohua Energy Investment Co., Ltd. (hereinafter referred to as “Guohua investment”), BOC financial assets investment Co., Ltd. (hereinafter referred to as “BOC assets”), Jikai Enterprise Management Group Co., Ltd. (hereinafter referred to as “Jikai group”), Shanghai Electric Power Co.Ltd(600021) (hereinafter referred to as ” Shanghai Electric Power Co.Ltd(600021) “) CLP Guorui Supply Chain Management Co., Ltd. (hereinafter referred to as “CLP Guorui”) and Huaibei Mining Holdings Co.Ltd(600985) Co., Ltd. (hereinafter referred to as ” Huaibei Mining Holdings Co.Ltd(600985) “) absorbed and merged Huainan mining by issuing shares, convertible corporate bonds (if any) and paying cash. The company is the merging party and Huainan mining is the merged party. After the merger, the company will inherit and undertake all assets, liabilities, business, personnel and all other rights and obligations of Huainan mining, and Huainan mining will cancel its legal personality (hereinafter referred to as “merger”, “this transaction” and “this reorganization”).
In accordance with the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”), the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies (hereinafter referred to as the “provisions on Several Issues concerning restructuring”) and other laws and regulations According to the relevant provisions of departmental rules and normative documents, after self-examination and demonstration of the actual situation and relevant matters of the company, the board of Directors believes that this transaction meets the requirements of relevant laws and regulations and various substantive conditions.
When the board of directors of the company considered the above proposals, the affiliated directors Mr. Hu Liangli, Mr. Liu Wanchun and Mr. Niu Zhankui avoided voting. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 6 affirmative votes, 0 negative votes, 0 abstention votes and 3 avoidance votes
2、 The proposal on the company’s absorption and merger of Huainan Mining (Group) Co., Ltd. and related party transactions was deliberated and adopted
The company plans to carry out major asset restructuring, including issuing shares, convertible corporate bonds (if any) and paying cash to absorb the merger of Huainan mining.
As for the transaction plan, the board of directors of the company deliberated and approved the following plan item by item:
1. Overview of this absorption and consolidation plan
The company plans to absorb and merge Huainan mining by issuing shares, convertible corporate bonds (if any) and paying cash to all shareholders of Huaihe holdings, China Cinda, CCB investment, Guohua investment, BOC assets, Jikai group, Shanghai Electric Power Co.Ltd(600021) , CLP Guorui, Huaibei Mining Holdings Co.Ltd(600985) . The company is the absorbing and merging party, and Huainan mining is the absorbing and merging party. After the completion of this absorption and merger, the company, as the surviving company, will inherit and undertake all assets, liabilities, businesses, personnel and other rights and obligations of Huainan mining. The legal person status of Huainan mining will be cancelled, the company shares held by Huainan mining will be cancelled, and Huaihe holding shares, China Cinda, CCB investment, Guohua investment, Bank of China assets, Jikai group, Shanghai Electric Power Co.Ltd(600021) CLP Guorui and Huaibei Mining Holdings Co.Ltd(600985) will become shareholders of the merged company.
The payment method of this transaction is to issue shares, convertible corporate bonds (if any) and pay cash. In this transaction, the proportion and quantity of shares, convertible corporate bonds (if any) and cash paid by each counterparty have not been determined. Relevant matters will be determined by the transaction parties through negotiation after the completion of the audit and evaluation of the underlying assets, and will be disclosed in the restructuring report (Draft).
Voting results: 6 affirmative votes, 0 negative votes, 0 abstention votes and 3 avoidance votes
2. Basic information of shares issued under the payment arrangement
(1) Type, par value and listing place of issued shares
The type of shares to be issued in this transaction is RMB ordinary shares (A shares), with a par value of 1.00 yuan per share, and the listing place is Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”).
Voting results: 6 affirmative votes, 0 negative votes, 0 abstention votes and 3 avoidance votes
(2) Pricing base date, pricing principle and issue price
The pricing benchmark date of the shares issued in this transaction is the announcement date of the resolution of the sixth meeting of the seventh board of directors to consider this transaction.
According to the measures for the administration of restructuring and relevant regulations on the supervision and administration of state-owned assets, the price of shares issued in this transaction shall be determined according to the higher value of not less than 90% of the market reference price and the audited net assets per share attributable to the common shareholders of the parent company (the calculation result is rounded up to two decimal places) of the listed company in the latest year. The market reference price is one of the average trading prices of the company’s shares 20 trading days, 60 trading days or 120 trading days before the pricing benchmark date. The calculation formula of the average trading price is: the average trading price of the company’s shares on several trading days before the pricing benchmark date = the total trading volume of the company’s shares on several trading days before the resolution announcement date / the total trading volume of the company’s shares on several trading days before the resolution announcement date.
According to the calculation, the market reference price of the shares issued by the company in this transaction is:
Unit: yuan / share
Market reference price: 90% of the average transaction price
2.49 2.24 in the first 20 trading days
2.41 2.17 in the first 60 trading days
2.44 2.20 in the first 120 trading days
Since the financial statements of the listed company in 2021 have not been audited, in order to protect the interests of the company and minority shareholders and comply with the relevant provisions on the supervision and administration of state-owned assets, The parties to the transaction determine that the issue price of the shares issued in this transaction shall be 90% of the average transaction price of the shares of the listed company 20 trading days before the pricing benchmark date (the calculation result shall be rounded up to two decimal places, i.e. 2.24 yuan / share) and the audited net asset value per share attributable to the common shareholders of the parent company on December 31, 2021 (the calculation result is rounded up to two decimal places), whichever is higher.
In case of ex right and ex interest matters such as dividend distribution, share distribution, allotment and conversion of capital reserve into share capital between the pricing benchmark date and the issuance date of the trading shares, the listed company will adjust the share issuance price accordingly in accordance with the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and the Shanghai Stock Exchange, The specific adjustment methods are as follows: assuming that the issuance price of shares in this transaction before adjustment is P0, the number of shares given or converted into share capital per share is n, the number of shares allotted per share is k, the allotment price is a, the cash dividend distributed per share is D, and the issuance price of shares in this transaction after adjustment is P1 (the adjusted value retains two decimal places, and the last digit is rounded), then:
Distribution of stock dividends or conversion of capital reserve into share capital: P1 = P0 / (1 + n);
Allotment: P1 = (P0 + a) × K）/（1+K）；
The above two items shall be carried out simultaneously: P1 = (P0 + a) × K）/（1+N+K）；
Cash dividend: P1 = p0-d;
The above three items shall be carried out simultaneously: P1 = (P0 － D + a) × K）/（1+N+K）。
Voting results: 6 affirmative votes, 0 negative votes, 0 abstention votes and 3 avoidance votes
(3) Distribution object and distribution method
The shares in this transaction are issued in a non-public manner, and the issuing objects are Huaihe holdings, China Cinda, CCB investment, Guohua investment, BOC assets, Jikai group, Shanghai Electric Power Co.Ltd(600021) , CLP Guorui, Huaibei Mining Holdings Co.Ltd(600985) .
Voting results: 6 affirmative votes, 0 negative votes, 0 abstention votes and 3 avoidance votes
(4) Number of issues
The number of shares issued in this transaction will be determined according to the following formula:
The number of shares issued to the counterparty this time = the amount of consideration to be paid by issuing shares in this transaction ÷ the share issuance price of this transaction. Rounded down to shares, and the part less than one share is included in the capital reserve.
Whereas, the transaction price of the underlying assets has not been finalized, and the number of shares issued in this transaction has not been finalized. The final number of shares issued shall be subject to the number approved by the general meeting of shareholders of the listed company and approved by the CSRC.
From the pricing base date to the issuance date, if the listed company implements ex rights and ex interest matters such as dividend distribution, share distribution, allotment, conversion of capital reserve into share capital, the number of shares issued in this transaction will be adjusted accordingly.
Voting results: 6 affirmative votes, 0 negative votes, 0 abstention votes and 3 avoidance votes
(5) Lock up period arrangement
The consideration shares obtained by Huaihe holdings through this transaction shall not be transferred within 36 months from the date of completion of share issuance, except those permitted by applicable laws and regulations. If the closing price of the listed company’s shares is lower than the issue price for 20 consecutive trading days within 6 months after the completion of this transaction, or the closing price is lower than the issue price at the end of 6 months after the completion of this transaction, the lock up period of the consideration shares obtained by Huaihe holdings through this transaction will be automatically extended for 6 months on the basis of the original lock up period. The consideration shares obtained by China Cinda, CCB investment, Guohua investment, BOC assets, Jikai group, Shanghai Electric Power Co.Ltd(600021) , CLP Guorui, Huaibei Mining Holdings Co.Ltd(600985) through this transaction shall not be transferred within 12 months from the date of completion of share issuance, except those permitted by applicable laws and regulations.
After the completion of this transaction, during the share lock-in period, the consideration shares obtained by the counterparty through this transaction shall also comply with the above share lock-in arrangements for the corresponding increase of shares due to the share distribution, conversion of share capital and other reasons of the listed company. If the CSRC or Shanghai Stock Exchange has other requirements for the above locking arrangement, it will be implemented in accordance with the requirements of the CSRC or Shanghai Stock Exchange. Voting results: 6 affirmative votes, 0 negative votes, 0 abstention votes and 3 avoidance votes
3. Basic information of issuing convertible corporate bonds (if any) under the payment arrangement
(1) Types and par value of convertible corporate bonds issued
The type of convertible corporate bonds issued in this transaction is convertible corporate bonds that can be converted into A-share shares of listed companies, and the A-share shares converted by the convertible corporate bonds will be listed on the Shanghai Stock Exchange.
Each piece has a face value of RMB 100 and is issued at face value.
Voting results: 6 affirmative votes, 0 negative votes, 0 abstention votes and 3 avoidance votes
(2) Issuing method and object
The issuance method of convertible corporate bonds in this transaction is non-public issuance to specific objects, all or part of which are China Cinda, CCB investment, Guohua investment, BOC assets, Jikai group, Shanghai Electric Power Co.Ltd(600021) , CLP Guorui, Huaibei Mining Holdings Co.Ltd(600985) .
Voting results: 6 affirmative votes, 0 negative votes, 0 abstention votes and 3 avoidance votes
(3) Number of issues
The number of convertible corporate bonds issued in this transaction will be determined according to the following formula:
The number of convertible corporate bonds issued to the counterparty this time (number) = the amount of consideration to be paid by issuing convertible corporate bonds in this transaction ÷ 100, rounded down. If less than one, the counterparty will voluntarily give up.
Since the transaction price of the underlying assets has not been finalized, the number of convertible corporate bonds issued in this transaction has not been finalized. The final number of convertible corporate bonds issued shall be subject to the number approved by the general meeting of shareholders of the listed company and the CSRC. Voting results: 6 affirmative votes, 0 negative votes, 0 abstention votes and 3 avoidance votes
(4) Initial conversion price and adjustment of conversion price
The initial conversion price of convertible corporate bonds issued in this transaction is the issue price of shares in this transaction, That is, 90% of the average trading price of the listed company’s shares 20 trading days before the pricing benchmark date of the shares issued in this transaction (the calculation result is rounded up to two decimal places, i.e. 2.24 yuan / share) and the audited net asset value per share attributable to the common shareholders of the parent company on December 31, 2021 (the calculation result is rounded up to two decimal places) The higher value of is determined.
From the pricing benchmark date of issuing convertible corporate bonds in this transaction to the duration of convertible corporate bonds, if the listed company implements ex rights and ex interest matters such as dividend distribution, share distribution, share allotment, conversion of capital reserve into share capital, it will
