Oriental Energy Co.Ltd(002221)
Acquisition Report
Name of listed company: Oriental Energy Co.Ltd(002221) place of stock listing: Shenzhen Stock Exchange
Stock abbreviation: Oriental Energy Co.Ltd(002221)
Stock Code: Oriental Energy Co.Ltd(002221)
Name of purchaser: Fuji Global Holdings Limited
Registered address: Room B, 9 / F, diamond cove, 28 sham Mong Road, Sham Shui Po, Kowloon, Hong Kong
Mailing address: No. 1, Ziqi Road, Xuzhuang Software Park, Xianlin Avenue, Xuanwu District, Nanjing, Jiangsu Province
Name of the purchaser acting in concert:
Address: Xuanwu District, Nanjing
Mailing address: No. 1, Ziqi Road, Xuzhuang Software Park, Xianlin Avenue, Xuanwu District, Nanjing Oriental Energy Co.Ltd(002221) Co., Ltd
Financial advisor
First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd
Address: 10 / F, Zhuo center, No. 6, wudinghou street, Xicheng District, Beijing
Date of signature: February 28, 2022
Purchaser’s statement
1、 This report is prepared by the acquirer in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 16 – acquisition report of listed companies, and other relevant laws, regulations and departmental rules.
2、 In accordance with the provisions of the securities law of the people’s Republic of China and the measures for the administration of the acquisition of listed companies, this report has fully disclosed the shares in which the acquirer and its persons acting in concert have an interest in Oriental Energy Co.Ltd(002221) shares.
As of the signing date of this report, except for the shareholding information disclosed in this report, the acquirer and its persons acting in concert have not owned interests in Oriental Energy Co.Ltd(002221) by any other means.
3、 The purchaser 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 purchaser.
4、 This acquisition is an indirect acquisition of the listed company between different entities controlled by the same actual controller. Before and after this acquisition, Oriental Energy Co.Ltd(002221) the actual controllers are Mr. Wang Mingxiang and Ms. Zhou Yifeng. They are husband and wife, which does not lead to the change of the actual controller of the listed company, In compliance with the provisions of item (I) of paragraph 1 of Article 62 of the measures for the administration of the acquisition of listed companies, the company is exempted from increasing its shares by offer. 5、 This acquisition is based on the information stated in this report. Except for the acquirer and its persons acting in concert and the professional institutions hired, 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 board of directors and all directors of the acquirer and its persons acting in concert promise that the contents of this report and relevant announcement documents are true, accurate and complete, promise that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for their guarantee.
catalogue
The purchaser declares that 1 catalog Section 1 interpretation Section 2 Introduction to the purchaser Section III acquisition decision and acquisition purpose Section IV acquisition method Section V source of funds Section 6 exemption from making an offer 20 Section VII follow up plan Section 8 analysis of the impact on listed companies Section 9 major transactions with listed companies Section 10 trading of listed shares in the first six months Section 11 financial information of the purchaser Section 12 other major matters Section 13 documents for future reference 37 the purchaser declares that 39. The person acting in concert declares that 40 financial advisor statement 41 the law firm declares that 42 schedule to acquisition report forty-three
Section I interpretation
Unless otherwise specified, the following abbreviations have the following specific meanings in this report:
This report and acquisition report refer to Oriental Energy Co.Ltd(002221) acquisition report
The acquirer, Fuji global, refers to Fuji Global Holdings Co., Ltd., Keegan Global Holdings Co., limited
The acquirer acting in concert refers to Monday peak
Fuji investment refers to Fuji investment (Group) Co., Ltd
Masson Enterprises Limited refers to Masson Enterprises Limited
Listed company, Oriental Energy Co.Ltd(002221) refers to Oriental Energy Co.Ltd(002221)
Unocal Changjiang refers to Unocal Yangtze, Ltd
Donghua petroleum refers to Oriental Petroleum (Yangtze)
Limited, Donghua Petroleum (Changjiang) Co., Ltd
BVI means the British Virgin Islands
Fuji global acquired all the shares of Masson enterprise in this acquisition from Mr. Wang Mingxiang and Ms. Zhou Yifeng, the shareholders of Masson enterprise, for the consideration of US $65 and US $35, so as to indirectly acquire Masson enterprise through Donghua oil Unocal Changjiang indirectly holds Oriental Energy Co.Ltd(002221) 456656700 shares, accounting for 27.69% of the total share capital of the listed company
Shenzhen Branch of China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
CSRC and CSRC refer to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
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 acquisition Measures refer to the administrative measures for the acquisition of listed companies
The Listing Rules of Shenzhen Stock Exchange refer to the Listing Rules of Shenzhen Stock Exchange
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
Financial consultant and Yichuang investment bank refer to First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd
Legal counsel refers to Jiangsu Jinhe law firm
Accounting firm refers to Suya Jincheng accounting firm (special general partnership)
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Note: there may be a tail difference between individual data and relevant summary data in this report, which is caused by rounding in data calculation. Please pay attention to it.
Section II introduction to the purchaser
1、 Basic information of the acquirer and its persons acting in concert (I) basic information of the acquirer
Company name: Fuji Global Holdings Limited
English Name: Keegan globalholdings Co., LIMITED
Enterprise type private joint stock company
Flat B, floor 9, ocean sky management, cullican West, No. registered address: 28 sham Mong Road, Sham Shui Po KL
Directors Wang Mingxiang and Zhou Yifeng
Registered capital USD 1000000
Date of establishment: August 17, 2021
Operation period: August 17, 2021 to August 16, 2022 (note)
Certificate of incorporation (CI) 3076909
Business scope investment and trade
Shareholder: Fuji investment (Group) Co., Ltd. (holding 100% equity)
Tel: 02586771100 (ext. 8231)
Mailing address: No. 1, Ziqi Road, Xuzhuang Software Park, Xianlin Avenue, Xuanwu District, Nanjing, Jiangsu Province
Note: the validity period of the business registration certificate shall be renewed every year (II) basic information of the purchaser acting in concert
As of the signing date of this report, the concerted action of the information disclosure obligor is Ms. Monday Feng.
Zhou Yifeng (ID number: 3206811978072), female, born in July 1978, China nationality, no permanent residence right abroad, graduated from Beijing University of Chinese Medicine, master of Nanjing University of Science and Technology. He is currently the director of Masson Enterprise Co., Ltd., Donghua Petroleum (Changjiang) Co., Ltd. and FBC Investment Co., Ltd., the director and general manager of Fuji investment (Group) Co., Ltd., and Oriental Energy Co.Ltd(002221) chairman of the board.
2、 Equity structure and control relationship of the acquirer and its persons acting in concert (I) structure chart of equity control relationship of the acquirer and its persons acting in concert
As of the signing date of this report, Fuji investment (Group) Co., Ltd. holds 100% equity of the acquirer.
Serial number shareholder name subscription amount (USD) subscription proportion
1. Fuji investment (Group) Co., Ltd. 10 Ping An Bank Co.Ltd(000001) 00.00%
Total 10 Ping An Bank Co.Ltd(000001) 00.00%
As of the signing date of this report, the equity control relationship of Fuji Global Holdings Co., Ltd. is shown in the figure below: (II) basic information of the controlling shareholders and actual controllers of the acquirer
1. Basic information of the controlling shareholders of the acquirer
The controlling shareholder of the acquirer in this acquisition is Fuji investment (Group) Co., Ltd., which holds 100% of the shares of Fuji Global Holdings Co., Ltd. As of the signing date of this report, the basic information of Fuji investment (Group) Co., Ltd. is as follows:
Company name: Fuji investment (Group) Co., Ltd
Enterprise type: limited liability company (invested or controlled by natural person)
Registered address: room 8504, hatching Eagle building, No. 99, Tuanjie Road, yanchuang Park, Nanjing area, China (Jiangsu) free trade zone
Registered capital: RMB 100 million
Date of establishment: July 12, 2006
Business term: July 12, 2006 to July 11, 2036
Unified social credit code 913201007904103373
Investment in industry; Investment in high-tech industries; Asset investment management services; Information consultation on Enterprise M & A and business scope reorganization. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Shareholder Wang Mingxiang (holding 65.00% equity); Zhou Yifeng (holding 35.00% equity)
Tel: 02586771071
Mailing address: 8th floor, administrative service center, Xuzhuang Software Base Management Committee, No. 699-1, Xuanwu Avenue, Xuanwu District, Nanjing
2. Basic information of the acquirer’s actual controller
