Securities code: Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) securities abbreviation: Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) Announcement No.: 2022026 Beijing Huayuanyitong Thermal Technology Co.Ltd(002893)
Announcement on the approval of the proposed change of the company's control by Beijing SASAC
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.
1、 Basic information of the proposed change of control
Mr. Zhao Yibo, the controlling shareholder and actual controller of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) (hereinafter referred to as "company" or "joint stock company"), signed the share transfer agreement and voting right entrustment agreement with Beijing Energy Group Co., Ltd. (hereinafter referred to as "Beijing Energy Group") on February 11, 2022, and Beijing Energy Group signed the share subscription agreement with conditional effect with the company; Mr. Zhao Yibo plans to transfer 14196000 shares of the company held by him (accounting for 7% of the company's current total share capital of 202800000 shares) to Beijing Energy Group, and entrust the voting rights corresponding to 4306934shares of the company held by him (accounting for 21.24% of the company's current total share capital) to Beijing Energy Group for exercise. The entrustment period is 18 months from the date of completion of this transfer, However, the expiration date of the entrustment period shall not be earlier than the completion date of this non-public offering. During the period of voting right entrustment, both parties form a relationship of concerted action. On the date when both parties unanimously agree that the voting right entrustment ends, the relationship of concerted action between both parties will automatically terminate. Jingneng group plans to fully subscribe for no more than 60840000 ordinary shares (including the number of shares) of the company's non-public offering in cash (the specific number of shares shall be subject to the final approval of the CSRC), and the number of shares issued shall not exceed 30% of the total share capital before this offering.
After the above equity transfer is completed and the voting right entrustment takes effect, the proportion of voting rights held by Jingneng group will reach 28.24%. The controlling shareholder of the company will be changed from Mr. Zhao Yibo to Beijing Energy Group, and the actual controller of the company will be changed from Mr. Zhao Yibo to the state owned assets supervision and Administration Commission of Beijing Municipal People's Government (hereinafter referred to as "Beijing SASAC").
For details, please refer to the company's information disclosure media and cninfo (www.cn. Info. Com. CN.) on February 12, 2022 and February 16, 2022 respectively Relevant announcements disclosed on.
2、 Progress of the proposed change of control
The company received the notice from Beijing energy group. On March 16, 2022, Beijing SASAC issued the reply of the state owned assets supervision and Administration Commission of Beijing Municipal People's Government on matters related to the transfer of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) shares and subscription of non-public offering shares by Beijing Energy Group Co., Ltd. (Jingguo Ziquan (2022) No. 5), Beijing SASAC agrees in principle with the overall plan of Beijing Energy Group to acquire the shares of the joint stock company, accept the entrustment of voting rights and subscribe for non-public shares to obtain the controlling right of the joint stock company.
3、 Other instructions and risk tips
This equity change still needs to pass the business concentration examination of the Anti Monopoly Bureau of the State Administration of market supervision and administration; It is still necessary to submit an application for examination to Shenzhen Stock Exchange, and after obtaining the confirmation document of this transfer from Shenzhen Stock Exchange, both parties to the transfer shall apply to China Securities Depository and Clearing Co., Ltd. for the registration of share transfer in accordance with the agreement; This non-public offering of shares needs to be examined and approved by the general meeting of shareholders of the company and approved by the CSRC. There is still uncertainty about whether the matter can be finally implemented and when it will be completed. Please pay attention to investment risks. The company will pay close attention to the progress of relevant matters and fulfill the obligation of information disclosure in time. The information disclosure media designated by the company are China Securities News, Shanghai Securities News, securities times, securities daily and http://www.cn.info.com.cn, The relevant information of the company shall be subject to the announcement disclosed by the above designated media. Please pay attention to investment risks.
4、 Documents for future reference
1. Reply of the state owned assets supervision and Administration Commission of Beijing Municipal People's Government on matters related to the transfer of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) shares and subscription of non-public Development Bank shares by Beijing Energy Group Co., Ltd. (jgzcq (2022) No. 5)
It is hereby announced.
Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) board of directors
March 17, 2022
