Securities code: 002221 securities abbreviation: Oriental Energy Co.Ltd(002221) Announcement No.: 2021-094
Oriental Energy Co.Ltd(002221)
Announcement on introducing third-party investors to increase capital of wholly-owned subsidiaries
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
The wholly-owned subsidiary Oriental Energy Co.Ltd(002221) (Ningbo) new materials Co., Ltd. (hereinafter referred to as “Ningbo new materials” or “target company”) of Oriental Energy Co.Ltd(002221) (hereinafter referred to as “the company” or ” Oriental Energy Co.Ltd(002221) “) intends to introduce ABC Financial Asset Investment Co., Ltd. (representing ABC investment – Ningbo new materials debt to equity investment plan) (hereinafter referred to as “ABC investment plan”) ）, BOCOM Financial Asset Investment Co., Ltd. (hereinafter referred to as “bocom investment”) and CCB Financial Asset Investment Co., Ltd. (hereinafter referred to as “CCB investment”) increased their capital by 800 million yuan, 700 million yuan and 500 million yuan respectively in cash. The capital increase funds are mainly used to repay the creditor’s rights formed by the bank’s loans, and other types of creditor’s rights are properly considered.
This capital increase is the company’s initiative to implement market-oriented debt to equity swap, so as to reduce the asset liability ratio and optimize the company’s asset structure, which is in line with the relevant national policy guidance and the company’s development objectives, and there is no damage to the interests of the company and shareholders.
After the capital increase, the company remains the controlling shareholder of Ningbo new materials and has the actual control over Ningbo new materials.
This capital increase does not constitute a major asset restructuring as stipulated in the measures for the administration of major asset restructuring of listed companies of the CSRC, nor does it constitute a related party transaction.
This capital increase does not need to be submitted to the general meeting of shareholders for deliberation.
1、 Transaction overview
(i) Main contents of this capital increase
In order to fully implement the spirit of the opinions on actively and steadily reducing the leverage ratio of enterprises (GF [2016] No. 54) issued by the State Council, actively and steadily reduce the asset liability ratio of enterprises, and optimize the capital structure, Ningbo new material, a wholly-owned subsidiary of the company, plans to sign the capital increase agreement with the above-mentioned Agricultural Bank of China investment plan, Bank of communications investment and CCB investment According to the equity transfer contract, the company plans to introduce the above three investors in the form of capital increase and share expansion of Ningbo new materials, and implement market-oriented debt equity swap by means of cash capital increase and debt repayment, with a total capital increase of RMB 2 billion.
（2） Capital increase plan
The capital increase price is determined according to the appraisal results. Taking December 31, 2020 as the appraisal base date, the net asset value of Ningbo new materials before the capital increase is appraised, Zhonglian Asset Appraisal Co., Ltd. issued the asset appraisal report on the value of all shareholders’ equity of Oriental Energy Co.Ltd(002221) (Ningbo) new materials Co., Ltd. involved in the proposed capital increase (Zhonglian ACR Zi 2021 No. 3089) (hereinafter referred to as the “asset appraisal report”) ）, referring to the appraisal results of the subject company’s net assets calculated by the asset-based method in the appraisal report, the final appraisal value of the subject company’s net assets is 4480972552 yuan.
According to the evaluation results, the total scale of capital increase proposed by Agricultural Bank of China investment plan is RMB 800 million, the total scale of capital increase proposed by Bank of communications investment is RMB 700 million, and the total scale of capital increase proposed by CCB investment is RMB 500 million. The capital increase payment will be paid after all the preconditions for capital increase payment agreed in the capital increase agreement are completed. Of the capital increase of RMB 2 billion, RMB 1597867408 was included in the paid in capital of Ningbo new materials and RMB 402132592 was included in the capital reserve of Ningbo new materials.
Before and after this capital increase, the equity structure of Ningbo new material is as follows (the actual shareholding ratio and corresponding capital contribution shall be subject to the final situation and industrial and commercial registration):
Unit: 10000 yuan
Before and after the capital increase
Name of shareholder
Shareholding ratio of capital contribution shareholding ratio of capital contribution
Taicang Oriental Energy Co.Ltd(002221) Gas Co., Ltd. 14200039.6648% 14200027.4244%
Oriental Energy Co.Ltd(002221) 98,00027.3743%98,00018.9267%
Nanjing Oriental Energy Co.Ltd(002221) Gas Co., Ltd. 73000220.3911% 7300014.0985%
Ningbo Meishan free trade port Donghua Silicon Valley
Equity investment partnership 4500012.5698% 450008.6908% (limited partnership)
Agricultural Bank of China Financial Assets Investment Co., Ltd
(on behalf of ABC investment – Ningbo Xincai – 63914.696312.3438% material bond to equity investment plan)
Bocom financial assets investment Co., Ltd. – 55925.359310 8008%
CCB financial assets investment Co., Ltd. –39946.68527 7149%
Total 358000100% 517786.7408100%
Note: ABC Financial Asset Investment Co., Ltd. represents ABC investment – Ningbo new material debt to equity investment plan, which is managed by ABC Financial Asset Investment Co., Ltd. (hereinafter referred to as “ABC investment”).
After the capital increase, the registered capital of Ningbo new material increased from 3580 million yuan to 5177.867408 million yuan. The company’s shareholding ratio of Ningbo new material changed from 100% direct and indirect shareholding to 69.1404%, and it is still the controlling shareholder of Ningbo new material. The scope of the company’s consolidated statements has not changed.
（3） Implementation of decision-making procedures
The company held the 33rd meeting of the 5th board of directors on December 20, 2021, deliberated and adopted the proposal on introducing third-party investors to increase capital of wholly-owned subsidiaries. According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other laws and regulations as well as relevant provisions, this capital increase is within the deliberation authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
This capital increase does not constitute a major asset restructuring as stipulated in the measures for the administration of major asset restructuring of listed companies of the CSRC, nor does it constitute a related party transaction.
2、 Introduction to the counterparty
(i) Basic information
1. Investor I
Product Name: Agricultural Bank of China investment – Ningbo new material bond to equity investment plan
Product scale: 800 million
Manager: Agricultural Bank of China Financial Assets Investment Co., Ltd
Client Oriental Energy Co.Ltd(002221) , Agricultural Bank of China Financial Assets Investment Co., Ltd
Custodian Agricultural Bank Of China Limited(601288) Beijing Branch
Purpose Agricultural Bank of China investment plan is an asset management product specially established by Agricultural Bank of China investment for the purpose of supporting the implementation of Ningbo new material debt equity swap project. It raises 800 million yuan from qualified investors in accordance with laws and regulations, and specially invests in Ningbo new material debt equity swap project.
Basic information of other investors in the ABC investment plan:
Enterprise name: Agricultural Bank of China Financial Assets Investment Co., Ltd
Enterprise nature: limited liability company (sole proprietorship of legal person)
Unified social credit code 91110108ma00gp8h2h
Legal representative: Jiang Haiyang
The registered capital is 20 billion yuan
Registered address: a 23 Fuxing Road, Haidian District, Beijing
Business scope (I) to acquire the creditor’s rights of the bank to the enterprise for the purpose of debt to equity conversion, convert the creditor’s rights into equity and manage the equity; （2） Restructure, transfer and dispose the creditor’s rights that cannot be converted into shares; (3) invest in the equity of the enterprise for the purpose of debt to share conversion, and the enterprise will use all the equity investment funds to repay the existing creditor’s rights; (4) raise funds from qualified investors according to law and regulations, and issue private asset management products to support the implementation of debt to share conversion; (5) issue financial bonds; （6） Integrate funds through bond repurchase, inter-bank borrowing, inter-bank borrowing, etc.; (7) carry out necessary investment management on self operated funds and raised funds. Self operated funds can carry out businesses such as depositing with other banks, interbank lending, Purchasing Treasury bonds or other fixed income securities, and the use of raised funds shall meet the agreed purpose of fund raising; （8） Financial consulting and consulting services related to debt to equity swap business; (9) other businesses approved by the banking regulatory authority under the State Council. (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Business term: August 1, 2017 to no fixed term
Shareholders Agricultural Bank Of China Limited(601288) hold 100% equity
Related parties not belonging to the company
2. Investor II
Company name: bocom financial assets investment Co., Ltd
Enterprise nature: limited liability company (sole proprietorship of legal person)
Unified social credit code 91310112ma1gbug23e
Legal representative: Zheng Zhiyang
The registered capital is 10 billion yuan
Registered address: room 501-1, No. 4, Lane 1369, LIANHANG Road, Minhang District, Shanghai
The business scope focuses on carrying out debt to equity swap and supporting business, raising funds from qualified social investors in accordance with laws and regulations for the implementation of debt to equity swap, issuing financial bonds, special for debt to equity swap, and other businesses approved by the CBRC. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Business term: December 29, 2017 to no fixed term
Shareholders Bank Of Communications Co.Ltd(601328) hold 100% equity
Related parties not belonging to the company
3. Investor III
Company name (III) CCB financial assets investment Co., Ltd
Enterprise nature: limited liability company (sole proprietorship of legal person)
Unified social credit code 91110102ma00gh6k26
Legal representative: Gu Yu
The registered capital is 27.9 billion yuan
Registered address: unit 1601-01, 16th floor, building a 9, Financial Street, Xicheng District, Beijing
Highlight the business scope, carry out debt to equity swap and supporting business; Raise funds from qualified social investors in accordance with laws and regulations for the implementation of debt to equity swap; Issuing financial bonds for the purpose of Converting Debt into equity; Other businesses approved by the CBRC. (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Business term: July 26, 2017 to no fixed term
Shareholders China Construction Bank Corporation(601939) hold 100% equity
Related parties not belonging to the company
（2） Key financial data
As of December 31, 2020, the total assets invested by ABC were 109.860 billion yuan and the net assets were 11.396 billion yuan; From January to December 2020, the operating revenue will be 1.042 billion yuan and the net profit will be 836 million yuan. As of December 31, 2020, the total assets invested by bocom were 490.4%
