Stock Code: 000301 stock abbreviation: Jiangsu Eastern Shenghong Co.Ltd(000301) listing place: Shenzhen Stock Exchange bond Code: 127030 bond abbreviation: Shenghong convertible bond listing place: Shenzhen Stock Exchange bond Code: 114578 bond abbreviation: 19 Shenghong G1 listing place: Shenzhen Stock Exchange Jiangsu Eastern Shenghong Co.Ltd(000301)
Issuing shares and paying cash to purchase assets
Report on raising matching funds and related party transactions (Abstract)
Counterparty type counterparty name
Shenghong Petrochemical Group Co., Ltd
Purchase of assets Jiangsu Lianyungang Port Co.Ltd(601008) Bohong Industrial Co., Ltd
CCB financial assets investment Co., Ltd
Bank of China Financial Assets Investment Co., Ltd
No more than 35 specific investors raised matching funds
Independent financial advisor
December, 2001
statement
1、 Statement of listed company
The company and all directors, supervisors and senior managers guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the false records, misleading statements or major omissions in the announcement.
All directors, supervisors and senior managers of the company promise that if the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by judicial authorities or by CSRC, I will not transfer the shares with interests in the listed company until the investigation conclusion is formed, And submit the written application for suspension of transfer and stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on its behalf; If the application for locking is not submitted within two trading days, the board of directors shall be authorized to directly submit their identity information and account information to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit its own identity information and account information to the stock exchange and the registration and settlement company, it shall authorize the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, I promise to lock up the shares and voluntarily use them for compensation arrangements for relevant investors.
The matters stated in the restructuring report and its summary do not represent the substantive judgment, confirmation or approval of the CSRC and Shenzhen Stock Exchange on matters related to this transaction. Any decision or opinion made by the examination and approval authority on matters related to this transaction does not indicate that it makes a substantive judgment or guarantee on the value of the company’s shares or the income of investors.
After the completion of this transaction, the company shall be responsible for the changes in the company’s operation and income; The investor shall be responsible for the investment risk arising from this transaction.
When evaluating this transaction, in addition to the contents of the reorganization report and its summary and relevant documents disclosed at the same time with the reorganization report and its summary, investors should also seriously consider various risk factors disclosed in the reorganization report and its summary. If investors have any questions about the restructuring report and its summary, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
2、 Counterparty statement
The counterparties who issued shares and paid cash to purchase assets made the following statement:
1. The company guarantees that the information provided in this reorganization is true, accurate, complete and timely, without false records, misleading statements or major omissions, and shall bear individual or joint legal liabilities for the authenticity, accuracy, integrity and timeliness of the information provided.
2. The company guarantees that the materials provided to the intermediaries participating in this restructuring are true and original written materials or copies. The copies or copies of such materials are consistent with their original materials or originals, accurate and complete, and the signatures and seals of all documents are true without any false records, misleading statements or major omissions.
3. According to the process of this reorganization, when it is necessary to continue to provide relevant documents and information, the company guarantees that the documents and information continue to meet the requirements of authenticity, accuracy, integrity, timeliness and effectiveness.
4. Shenghong petrochemical and Bohong industry promise that if the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by the judicial organ or the CSRC, the company will not transfer the shares with interests in the listed company until the investigation conclusion is formed, And submit the written application for suspension of transfer and stock account to the board of directors of the listed company within two trading days after receiving the notice of filing inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on behalf of the company; If the locking application is not submitted within two trading days, the board of directors has the right to directly submit the identity information and account information of the company to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit the identity information and account information of the company to the stock exchange and the registration and settlement company, it shall authorize the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, the company promises to lock up shares and voluntarily use them for compensation arrangements for relevant investors.
In case of violation of the above statements and commitments, the company will bear individual and joint legal liabilities according to law. 3、 Statement of securities service agency
Dongfang investment bank, Citic Securities Company Limited(600030) and Huatai United Securities, the independent financial consultants of this transaction, promise that if there are false records, misleading statements or major omissions in the reorganization application documents, and the company fails to be diligent and responsible, it will bear joint and several liability for compensation.
Lawyer Jin Du, the legal adviser, promises that if there are false records, misleading statements or major omissions in the reorganization application documents, the exchange will bear joint and several liability for compensation if it fails to exercise due diligence.
An Yonghua Ming, the audit institution, promises that if the audit report on the underlying assets issued by the exchange for Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions has false records, misleading statements or major omissions, the exchange will bear the liability for compensation if it fails to perform its duties diligently.
The reviewing institution Lixin promises that if there are false records, misleading statements or major omissions in the reorganization application documents, resulting in losses to investors, the exchange will compensate investors for losses according to law in accordance with the final handling decision or effective judgment of the competent departments such as the CSRC or the people’s court.
The asset appraisal institution Zhonglian appraisal promises that if there are false records, misleading statements or major omissions in the relevant concluding opinions of the asset appraisal report quoted in the reorganization application document, and the company fails to be diligent and responsible, it will bear the corresponding joint and several liability for compensation according to law.
catalogue
Declare that two
1、 The listed company declares that two
2、 Counterparty statement three
3、 Securities service agency statement 3 catalog 5 interpretation six
1、 General interpretation six
2、 Interpretation of professional terms 8 tips on major issues nine
1、 Overview of this transaction plan nine
2、 This transaction constitutes a major asset restructuring and related party transactions, and does not constitute a restructuring and listing seventeen
3、 Valuation and valuation of the subject company eighteen
4、 The impact of this transaction on listed companies eighteen
5、 This transaction has been performed and the decision-making and approval procedures to be performed twenty
6、 Important commitments made by the parties to this transaction twenty-one
7、 Principled opinions of the controlling shareholders of the listed company and their persons acting in concert on this reorganization VIII. Controlling shareholders of listed companies and their persons acting in concert, directors, supervisors and senior managers
Share reduction plan from the date of resumption of the restructuring to the completion of the implementation thirty-three
9、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction thirty-four
10、 Diluted immediate return of this restructuring and relevant filling measures thirty-six
11、 Sponsor qualification of independent financial advisor 39 significant risk tips forty
1、 Risks associated with this transaction forty
2、 Risks associated with the underlying asset forty-two
3、 Other risks 47 section 1 overview of this transaction fifty
1、 Background and purpose of this transaction fifty
2、 Decision making process and approval of this transaction fifty-three
3、 Overview of this transaction plan fifty-three
4、 The impact of this transaction on listed companies sixty
interpretation
In this report, there are differences in mantissa between the sum of partial totals and the direct addition of each addition. These differences are caused by rounding. Unless otherwise specified, the following abbreviations have the following meanings: I. General interpretation Jiangsu Eastern Shenghong Co.Ltd(000301) , listed company, refers to Jiangsu Eastern Shenghong Co.Ltd(000301) , and former names: Jiangsu Wujiang China Oriental silk company, the company’s Silk Market Co., Ltd. and Wujiang Silk Co., Ltd
Shenghong technology and the controlling shareholder refer to Jiangsu Shenghong Technology Co., Ltd
Guowang high tech refers to Jiangsu Guowang high tech fiber Co., Ltd., a first-class subsidiary of a listed company
China perch technology refers to Jiangsu China perch Technology Development Co., Ltd., a secondary subsidiary of a listed company
Ganghong fiber refers to Jiangsu ganghong Fiber Co., Ltd., a secondary subsidiary of a listed company
Shenghong fiber refers to Suzhou Shenghong Fiber Co., Ltd., a secondary subsidiary of a listed company
Suzhen biology refers to Suzhou Suzhen Bioengineering Co., Ltd., a secondary subsidiary of a listed company
Honggang Petrochemical refers to Jiangsu Honggang Petrochemical Co., Ltd., a secondary subsidiary of a listed company
Shenghong refining and Chemical Co., Ltd. refers to Shenghong refining and chemical ( Jiangsu Lianyungang Port Co.Ltd(601008) ) Co., Ltd., a secondary subsidiary of a listed company
Hongwei chemical refers to Jiangsu Hongwei Chemical Co., Ltd., a tertiary subsidiary of a listed company
Ruibang technology refers to Jiangsu Ruibang Technology Co., Ltd., a secondary subsidiary of a listed company
Guowang Suqian refers to Guowang high tech fiber (Suqian) Co., Ltd., a secondary subsidiary of a listed company
Gas turbine thermal power refers to Jiangsu Shengze gas turbine thermal power Co., Ltd., a first-class subsidiary of a listed company
Shengze thermal power plant refers to Jiangsu Eastern Shenghong Co.Ltd(000301) Shengze thermal power plant, a branch of a listed company
Sri Lanka, Sri Lanka petrochemical
The target company and target assets refer to Jiangsu silbang Petrochemical Co., Ltd. or its 100% equity
Subject matter of transaction and assets to be purchased
Shun Meng Trading, Shun Meng refers to Jiangsu Lianyungang Port Co.Ltd(601008) Shun Meng Trading Co., Ltd
Energy and chemical technology refers to Inner Mongolia sierbang energy and Chemical Technology Co., Ltd
Shenghua means Inner Mongolia shenghuayi Energy Co., Ltd
Hongjing new material refers to Jiangsu Hongjing New Material Co., Ltd
Shenghong Petrochemical refers to Shenghong Petrochemical Group Co., Ltd
Bohong industry refers to Jiangsu Lianyungang Port Co.Ltd(601008) Bohong Industry Co., Ltd
Hongyue industry refers to Jiangsu Lianyungang Port Co.Ltd(601008) Hongyue Industry Co., Ltd
CCB investment refers to CCB Financial Asset Investment Co., Ltd
BOC assets refer to BOC financial assets investment Co., Ltd
China Construction Bank Corporation(601939) means China Construction Bank Corporation(601939)
Suzhou asset refers to Suzhou Asset Management Co., Ltd
Counterparties refer to Shenghong petrochemical, Bohong industry, CCB investment and BOC assets
This transaction and this reorganization refer to the behavior of Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares and paying cash to purchase 100% equity of Sri Lanka in this major asset reorganization and raise supporting funds
Restructuring report refers to the report on Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions
The report and abstract refer to the report on Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions (Abstract)
The pricing base date refers to the announcement date of the first resolution of the board of directors of this transaction
The market reference price refers to the average stock trading price 120 trading days before the announcement date of the resolution of the board of directors of this transaction
Issuing shares and paying cash refers to the agreement on issuing shares and paying cash to purchase assets signed by Jiangsu Eastern Shenghong Co.Ltd(000301) with Shenghong petrochemical, Bohong industry, CCB investment and BOC assets
The supplementary agreement on issuing shares and paying cash refers to the supplementary agreement on issuing shares and paying cash to purchase assets signed with Shenghong petrochemical, Bohong industry, CCB investment and BOC assets, and the profit forecast compensation agreement refers to the supplementary agreement on issuing shares and paying cash signed with Shenghong petrochemical and Bohong industry
