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
And raise supporting funds and related party transactions report
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 ten
1、 General interpretation ten
2、 Interpretation of professional terms 12 tips on major events thirteen
1、 Overview of this transaction plan thirteen
2、 This transaction constitutes a major asset restructuring and related party transactions, and does not constitute a restructuring and listing twenty-one
3、 Valuation and valuation of the subject company twenty-two
4、 The impact of this transaction on listed companies twenty-two
5、 This transaction has been performed and the decision-making and approval procedures to be performed twenty-four
6、 Important commitments made by the parties to this transaction twenty-five
7、 Principled opinions of the controlling shareholders of the listed company and their persons acting in concert on this reorganization 37 VIII. Controlling shareholders of listed companies and their persons acting in concert, directors, supervisors and senior managers
Share reduction plan from the date of group resumption to the completion of implementation thirty-seven
9、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction thirty-eight
10、 Diluted immediate return of this restructuring and relevant filling measures forty
11、 Sponsor qualification of independent financial advisor 42 major risk tips forty-four
1、 Risks associated with this transaction forty-four
2、 Risks associated with the underlying asset forty-six
3、 Other risks Section 1 overview of this transaction fifty-four
1、 Background and purpose of this transaction fifty-four
2、 Decision making process and approval of this transaction fifty-seven
3、 Overview of this transaction plan fifty-seven
4、 The impact of this transaction on listed companies Section 2 basic information of listed companies sixty-eight
1、 Company profile sixty-eight
2、 Establishment of the company and previous changes in share capital sixty-eight
3、 Changes in control in the last 60 months seventy-six
4、 Major asset restructuring in the last three years seventy-six
5、 Main financial indicators for the last three years seventy-seven
6、 Main business of the company seventy-seven
7、 Controlling shareholder and actual controller of the company VIII. The listed company and its current directors, supervisors and senior managers are being established by the judicial organ for suspected crimes
Description of case investigation or suspected violation of laws and regulations being filed and investigated by the CSRC IX. listed companies and their current directors, supervisors and senior managers have been subject to securities exchange within the last 12 months
Description of the public condemnation or other major dishonesty of the exchange 10. The listed company and its current directors, supervisors and senior managers have been subject to administrative punishment or punishment in the past three years
Description of punishment eighty
11、 Whether the construction projects of listed companies belong to "high energy consumption and high emission" projects Section 3 basic information of counterparties one hundred and twenty-nine
1、 Shenghong Petrochemical one hundred and twenty-nine
2、 Bohong industry one hundred and thirty-four
3、 CCB investment one hundred and thirty-eight
4、 BOC assets one hundred and forty-one
5、 The related relationship or concerted action relationship between the counterparties of this transaction one hundred and forty-three
6、 Description of the relationship between the counterparty and the listed company one hundred and forty-four
7、 Recommendation of directors or senior managers by the counterparty to the listed company one hundred and forty-four
8、 Legal compliance of the counterparty and its key management personnel in the last five years one hundred and forty-four
9、 The integrity of the counterparty and its key management personnel in the last five years Section IV basic information of the underlying assets one hundred and forty-five
1、 Company profile one hundred and forty-five
2、 Historical evolution one hundred and forty-five
3、 Ownership structure and control relationship one hundred and fifty-three
4、 Main subordinate enterprises one hundred and fifty-four
5、 Main business development one hundred and fifty-seven
6、 Main financial indicators one hundred and eighty-five
7、 Ownership of major assets, external guarantees and major liabilities one hundred and ninety-three
8、 Main business qualifications and procedures of projects under construction two hundred and twenty-six
9、 Whether the project involved in the underlying asset is a "high energy consumption and high emission" project two hundred and twenty-eight
10、 Other matters 253 Section V appraisal of subject assets two hundred and fifty-six
1、 Underlying asset pricing principles two hundred and fifty-six
2、 Basic information of the subject asset appraisal two hundred and fifty-six
3、 Appraisal of the underlying assets by income method two hundred and sixty-four
4、 Asset based valuation three hundred and fifty-four
5、 The board of directors' Analysis on the rationality of the evaluation of this transaction and the fairness of pricing three hundred and fifty-eight
6、 Opinions of independent directors on the evaluation of this transaction 363 section 6 issuance of shares in this transaction three hundred and sixty-five
1、 Issue shares to buy assets three hundred and sixty-five
2、 Raising supporting funds three hundred and sixty-eight
3、 Comparison of main financial indicators before and after the issuance of shares by listed companies three hundred and seventy-six
4、 Equity structure of listed companies before and after issuing shares 376 section 7 main contents of this transaction contract three hundred and seventy-eight
1、 The main contents of the asset purchase agreement and its supplementary agreement by issuing shares and paying cash three hundred and seventy-eight
2、 The main contents of the profit forecast compensation agreement and its supplementary agreement 383 Section VIII compliance analysis of this transaction three hundred and eighty-seven
1、 This transaction complies with the provisions of Article 11 of the reorganization measures three hundred and eighty-seven
2、 This transaction complies with Article 43 of the reorganization measures three hundred and ninety
