A-share listing place: Shenzhen Stock Exchange Stock Code: Guangdong No.2 Hydropower Engineering Company Ltd(002060) securities abbreviation: Guangdong No.2 Hydropower Engineering Company Ltd(002060) Guangdong No.2 Hydropower Engineering Company Ltd(002060)
Plan for issuing shares to purchase assets and raising supporting funds and related party transactions (Abstract)
Counterparty type counterparty name
Issue shares to purchase assets Guangdong Construction Engineering Group Holding Co., Ltd
No more than 35 specific investors raised matching funds
Exclusive independent financial advisor
March, 2002
statement
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the “interpretation” of the summary of this plan. 1、 Statement of listed company
The company and all directors, supervisors and senior managers guarantee that the contents of the plan and its summary are true, accurate and complete, and shall be individually and jointly liable for the false records, misleading statements or major omissions of the plan and its summary.
All directors, supervisors The senior management promised: “if this transaction is suspected of false records, misleading statements or major omissions in the information provided or disclosed, and is filed for investigation by the judicial organ or by the CSRC, I will suspend the transfer of shares (if any) in the listed company until the conclusion of the case investigation is clear And submit the written application for suspension of transfer and the 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 is authorized to directly submit his 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 in the shares and voluntarily use them for compensation arrangements for relevant investors. “
As of the date of signing the summary of this plan, the audit and evaluation related to this restructuring have not been completed, and the relevant audited financial data and evaluation results will be disclosed in the restructuring report of this transaction. The audited financial data of the underlying assets may be quite different from the disclosure of the plan.
The matters stated in this plan and the summary do not represent the substantive judgment, confirmation or approval of the CSRC and Shenzhen Stock Exchange on matters related to this reorganization. The effectiveness and completion of the reorganization related matters described in the plan and its summary have yet to be approved by the general meeting of shareholders and the approval or approval of the examination and approval authority. 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 of the company’s operation and income; The investor shall be responsible for the investment risk caused by this transaction.
When evaluating this transaction, in addition to the contents of this plan and its summary and the relevant documents disclosed at the same time with this plan and its summary, investors should also seriously consider the risk factors disclosed in this plan and its summary. If investors have any questions about this plan and its summary, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants. 2、 Counterparty statement
The counterparties of this issuance of shares to purchase assets and raise supporting funds and related party transactions declare as follows: 1. The information recorded, omitted or provided by the listed company to the investors in this transaction is misleading or misleading. 2. The information provided by the intermediary to the company in this transaction will not be misleading or joint and several liability. 2 The original written materials or duplicate materials, which are consistent with the original or original, are accurate and complete, the signatures and seals of all documents are true, and the signatories of these documents have legally authorized and effectively signed the documents, without 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. If the transaction is filed for investigation by the judicial organ or the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, the company will suspend the transfer of shares with interests in the listed company until the conclusion of the investigation is clear, And submit the written application for suspension of transfer and the 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 behalf of the company; If the application for locking is not submitted within two trading days, the board of directors is authorized 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 in shares and voluntarily use them for compensation arrangements for relevant investors.
5. The company guarantees that if it violates the above statements and commitments, it is willing to bear the individual and joint legal liabilities arising therefrom. “
catalogue
Declare that 2 catalog 4 interpretation 6 Chapter I tips on major issues 7 I. overview of this transaction plan 7 II. Estimation and pricing of the underlying assets 7 III. this transaction constitutes a connected transaction 8 IV. this transaction constitutes a major asset reorganization and does not constitute a reorganization and listing 8 v. issuance of shares in this transaction 9 VI. impact of this transaction on listed companies 13 VII. Main procedures that have been performed and still need to be performed in this transaction VIII. Important commitments made by all parties to this transaction 15 IX. principled opinions of the controlling shareholders of the listed company and those acting in concert on this reorganization 25 X. the share reduction plan of the controlling shareholders and their persons acting in concert, directors, supervisors and senior managers of the listed company from the date of resumption of the reorganization to the completion of the implementation 25 Xi. Arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring 26 12. Arrangements for suspension and resumption of trading of shares of listed companies 27 XIII. Information tips to be supplemented and disclosed 27 Chapter II major risk tips 28 I. risks related to this transaction 28 II. Risks related to the underlying assets 29 III. other risks Chapter III overview of this transaction 33 I. overview of this transaction plan 33 II. Background and purpose of this transaction 33 III. specific scheme of this transaction 35 IV. estimated pricing of the underlying assets thirty-six
5、 This transaction constitutes a connected transaction 36 VI. this transaction constitutes a major asset reorganization and does not constitute a reorganization and listing 36 VII. The impact of this restructuring on listed companies 37 VIII. Main procedures that have been performed and still need to be performed in this transaction thirty-eight
interpretation
In the summary of this plan, unless the context otherwise requires, the following abbreviations have the following meanings:
Plan, this plan and reorganization plan refer to the plan for Guangdong No.2 Hydropower Engineering Company Ltd(002060) issuing shares to purchase assets and raising supporting funds and related party transactions
Abstract. Plan summary refers to the summary of the plan for Guangdong No.2 Hydropower Engineering Company Ltd(002060) issuing shares to purchase assets and raising supporting funds and related party transactions
Reorganization report refers to the reorganization report prepared on this transaction after the completion of the audit, evaluation and other related work of this transaction
Listed company, Guangdong No.2 Hydropower Engineering Company Ltd(002060) refers to Guangdong No.2 Hydropower Engineering Company Ltd(002060)
Hydropower group refers to Guangdong Hydropower Group Co., Ltd
Guangdong SASAC refers to the state owned assets supervision and Administration Commission of the people’s Government of Guangdong Province
Construction Engineering Group and target company refer to Guangdong Construction Engineering Group Co., Ltd
The underlying assets and assets to be purchased refer to 100% equity of Guangdong Construction Engineering Group Co., Ltd
Construction Engineering holding and counterparty refer to Guangdong Construction Engineering Group Holding Co., Ltd., the controlling shareholder of a listed company
This transaction, this reorganization, and the listed company plans to issue shares to construction engineering holdings to purchase 100% equity of the Construction Engineering Group held by it. At the same time, it raises supporting funds by non-public offering shares to no more than 35 qualified specific objects
The announcement date of the resolution of the board of directors, the announcement date of the first resolution of the board of directors on Issuing Guangdong No.2 Hydropower Engineering Company Ltd(002060) this issuance of shares to purchase assets and raising supporting funds and pricing instructions for the purchase of assets by shares of related banks of communications, that is, the announcement date of the resolution of the 23rd benchmark day of the seventh board of directors
The funds raised this time refer to Guangdong No.2 Hydropower Engineering Company Ltd(002060) the pricing benchmark date on the first day of the issuance period of the supporting funds raised by the non-public offering of shares
Citic Securities Company Limited(600030) , independent financial consultant Citic Securities Company Limited(600030)
ask
Shenzhen stock exchange refers to Shenzhen Stock Exchange
CSRC and CSRC refer to China Securities Regulatory Commission
M & a committee refers to the M & A Review Committee of listed companies of China Securities Regulatory Commission
Securities Law means the securities law of the people’s Republic of China
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies (revised in 2020)
The administrative measures for information disclosure refers to the administrative measures for information disclosure of listed companies
The measures for the administration of securities issuance refer to the measures for the administration of securities issuance by listed companies
Transition period refers to the period from the base date of this audit and evaluation of the assets of the index (excluding the current day) to the date of asset delivery (including the current day)
RMB, 10000 yuan and 100 million yuan refer to RMB, 10000 yuan and 100 million yuan without special instructions
A share refers to RMB ordinary shares
Unless otherwise specified, all values in the summary of the plan shall be kept to two decimal places. If the total number is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding.
Chapter I tips on major issues
The audit and evaluation of the underlying assets involved in this reorganization have not been completed. After the audit and evaluation by accounting firms and evaluation institutions in line with the provisions of the securities law, the audited financial data, asset evaluation results and pricing of the underlying assets will be disclosed in the reorganization report and brought to the attention of investors. The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the “interpretation” of the summary of this plan.
The company reminds investors to carefully read the full text of the summary of the plan and pay special attention to the following matters: I. overview of the transaction plan
This transaction includes issuing shares to purchase assets and raising supporting funds. The listed company in this transaction plans to purchase 100% equity of Construction Engineering Group held by construction engineering holdings by issuing shares, and raise supporting funds by non-public offering of shares to no more than 35 qualified specific investors. The total amount of supporting funds raised shall not exceed 2 billion yuan, and the number of shares issued shall not exceed 30% of the total share capital of the listed company before this transaction. After deducting intermediary fees and relevant taxes, the raised supporting funds are intended to be used for the construction of projects invested by the construction engineering group or to supplement working capital.
Since the transaction price of the subject matter of this transaction has not been determined, the number of shares finally paid to the counterparty in this transaction will be disclosed in the restructuring report at the latest.
The effectiveness and implementation of the raised matching funds are conditional on the effectiveness and implementation of the purchase of assets by issuing shares, but the successful implementation of the raised matching funds is not a prerequisite for the purchase of assets by issuing shares. The success of the final issuance of the raised matching funds does not affect the implementation of the purchase of assets by issuing shares. 2、 Estimation and pricing of underlying assets
As of the date of signing the summary of this plan, the audit and evaluation of the underlying assets have not been completed, and the estimated value and proposed pricing have not been determined. The final financial data and evaluation results of the target company involved in the reorganization will be determined after the formal audit report and evaluation report are issued by the accounting firm and evaluation institution in accordance with the relevant provisions of the securities law, and the relevant audit and evaluation data will be disclosed in the reorganization report.
The final transaction price of the subject assets of this transaction will be based on the evaluation results of the evaluation report issued by the asset evaluation institution and filed by the state-owned assets supervision and administration department, and will be determined by the parties to the transaction through negotiation. 3、 This transaction constitutes a connected transaction (I) analysis on this transaction constitutes a connected transaction
The counterparty of this restructuring is construction engineering holdings, which is the controlling shareholder of the listed company. Therefore, construction engineering holdings is a related party of the listed company. According to the reorganization management measures, listing rules and other laws and regulations
