Yunding Technology Co.Ltd(000409)
Summary of acquisition Report
Name of listed company: Yunding Technology Co.Ltd(000409) stock listing place: Shenzhen Stock Exchange Stock abbreviation: Yunding Technology Co.Ltd(000409) Stock Code: Yunding Technology Co.Ltd(000409) name of purchaser: Shandong Energy Group Co., Ltd. domicile / mailing address: 19 / F, J3 office building, Gaoxin Wanda, No. 57-1, Gongye South Road, Gaoxin District, Jinan City, Shandong Province change nature of shares: increase
Date of signature: March 2022
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 report.
1、 The summary of 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 format and standards for the content of information disclosure of 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, the measures for the administration of the acquisition of listed companies and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies, the summary of this report has fully disclosed the interests of the acquirer in Yunding Technology Co.Ltd(000409) owned by . The acquisition can only be implemented after being deliberated and approved by Yunding Technology Co.Ltd(000409) shareholders’ meeting and approved by China Securities Regulatory Commission. As of the signing date of the summary of this report, except for the information disclosed in the summary of this report, the acquirer has no interest in Yunding Technology Co.Ltd(000409) by any other means. 3、 The purchaser has obtained necessary authorization and approval for signing the summary of this report, and its behavior does not violate or conflict with any provision in the articles of association or internal rules of the purchaser.
4、 This acquisition is due to Shandong Energy Group Co., Ltd. subscribing Yunding Technology Co.Ltd(000409) non-public shares in cash. It is estimated that Shandong Energy Group Co., Ltd. holds more than 30% of the total equity of Yunding Technology Co.Ltd(000409) and triggers the obligation of tender offer. According to Article 63 of the measures for the administration of the acquisition of listed companies, with the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor undertakes not to transfer the new shares issued to him within 3 years, and the general meeting of shareholders of the company agrees that the investor is exempted from making an offer, Investors may be exempted from submitting an application for exemption from offer and directly apply to the stock exchange and securities registration and settlement institution for handling the procedures of share transfer and transfer registration.
5、 This acquisition is based on the information stated in the summary of this report. Except for the purchaser and the professional institution hired, no other person has been entrusted or authorized to provide information not listed in the summary of this report and make any explanation or explanation on the summary of this report.
6、 The purchaser promises that there are no false records, misleading statements or major omissions in the summary of this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
catalogue 3 interpretation Section 1 Introduction to the purchaser five
1、 Basic information of the acquirer five
2、 Acquirer, controlling shareholder, actual controller five
3、 The core enterprises and their main businesses controlled by the acquirer and its controlling shareholders six
4、 The main business of the acquirer seven
5、 The financial situation of the acquirer seven
6、 Punishment, litigation or arbitration of the purchaser in the last five years seven
7、 Basic information of directors, supervisors and senior managers of the acquirer VIII. The situation that the acquirer’s equity shares in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company and hold more than 5% of the shares of financial institutions Section 2 acquisition method ten
1、 Changes in the interests of the acquirer in the listed company before and after this acquisition ten
2、 The way of this acquisition ten
3、 The agreement related to this acquisition and its main contents ten
4、 Whether there are rights restrictions on the shares of the listed company held by the acquirer Section III acquisition purpose and approval procedures fourteen
1、 The purpose of this acquisition is fourteen
2、 Share increase or disposal plan in the next 12 months fourteen
3、 Procedures and time required for this acquisition Section 4 exemption from making an offer fifteen
1、 Matters and reasons for exemption from making an offer fifteen
2、 Equity structure of listed companies before and after this acquisition fifteen
interpretation
In this report, unless otherwise specified, the following words or abbreviations have the following specific meanings:
Purchaser and shanneng group refer to Shandong Energy Group Co., Ltd
Yunding Technology Co.Ltd(000409) , acquiree and listed company refer to Yunding Technology Co.Ltd(000409) (stock code Yunding Technology Co.Ltd(000409) ) Company and company
Shandong SASAC refers to the state owned assets supervision and Administration Commission of Shandong Provincial People’s government
This acquisition and transaction refers to the acquisition of Yunding Technology Co.Ltd(000409) non-public offering shares subscribed by shanneng group in cash
The summary of this report and the acquisition report refer to the summary of Yunding Technology Co.Ltd(000409) acquisition report
This non-public offering refers to Yunding Technology Co.Ltd(000409) proposed non-public offering of no more than 153279347 shares (including this number)
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 measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
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
Share subscription agreement refers to the share subscription agreement with effective conditions for Yunding Technology Co.Ltd(000409) non public offering shares
CSRC refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
Yuan, ten thousand yuan and one million yuan refer to RMB yuan, ten thousand yuan and one million yuan
Note: the mantissa difference or discrepancy of the data involved in this report is caused by rounding.
Section 1 Introduction to the purchaser
1、 Basic information of the purchaser
Name of purchaser: Shandong Energy Group Co., Ltd
Unified social credit code 9137 Konka Group Co.Ltd(000016) 6120002r
The registered capital is 2470 million yuan
Legal representative: Li Wei
Date of establishment: March 12, 1996
Registered address: 19 / F, J3 office building, Gaoxin Wanda, No. 57-1, Gongye South Road, Gaoxin District, Jinan City, Shandong Province
Enterprise type: limited liability company (state-owned holding)
Business term: March 12, 1996 to no fixed term
Operation of state-owned assets within the scope of authorization; Carry out investment and management in coal and other resource products, coal power, coal chemical industry, high-end equipment manufacturing, new energy and new materials, modern logistics trade, oil and gas, engineering and technology research and management consulting, high-tech, finance and other industries; Plan, organize and coordinate the production and operation activities of the group’s affiliated enterprises in the above industries. Investment consulting; Periodical publishing, installation, opening, maintenance and equipment sales of cable radio and television; Value added telecommunications services within the scope of license approval; Contracting foreign projects within the scope approved by the qualification certificate of foreign contracted projects, and dispatching labor personnel required for the implementation of the above-mentioned overseas projects. (the following is limited to branches): comprehensive utilization of heat and power, heat supply and power generation waste heat; Road transport; Wood processing; Installation, maintenance and repair of water and heating pipelines; Catering and hotel; Exploitation and sale of water; Geological prospecting, mining, beneficiation and smelting, processing, sales and technical services of gold, precious metals and non-ferrous metals. Advertising business; Sales of mechanical and electrical products, clothing, textiles and rubber products; Import and export business within the scope of filing; Landscaping; Leasing of houses, land and equipment; Coal, coal chemical industry and coal power aluminum technology development services; Production and sales of building materials and ammonium sulfate (white crystalline powder); Manufacturing, installation, maintenance and sales of mining equipment, electromechanical equipment, complete sets of equipment and spare parts; Decoration; Installation, maintenance and sales of electrical equipment; General parts, mechanical accessories, processing and sales; Sewage treatment and sales of reclaimed water; Real estate development and property management; Sales of daily necessities, handicrafts, metal materials and gas equipment; Railway Freight (self provided in the area) transportation. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2、 Acquirer, controlling shareholder and actual controller
As of the signing date of the summary of this report, the controlling shareholder and actual controller of shanneng group are Shandong SASAC, and the final actual controller is Shandong Provincial People’s government, which has not changed in the past two years. The equity control relationship of shanneng group is shown in the figure below:
3、 Core enterprises and their main businesses controlled by the acquirer and its controlling shareholders
As of the signing date of the summary of this report, the core enterprises and main businesses of the acquirer are as follows:
Unit: 10000 yuan,%
Sequence name registered capital direct and indirect equity holding main business
No. (10000 yuan) proportion
Yankuang Energy Group Co., Ltd. has coal mining and processing, sales, 4912016 of coal mine 1 Co., Ltd., 55.76% comprehensive scientific and technological services, and methanol production and sales
Shaanxi future energy & Chemical Co., Ltd. has the R & D and production of chemical products, 540000, 73.97% and sales, coal mining, sales and other businesses
3 development and operation of Yanzhou Coal Mining Company Limited(600188) Inner Mongolia Eerduosi Resources Co.Ltd(600295) Neng 108 Shenzhen Ecobeauty Co.Ltd(000010) 0% coal resources and chemical projects
4 development and operation of 3 China Baoan Group Co.Ltd(000009) 8.33% coal resources and power business of Yanmei Heze energy and Chemical Co., Ltd
5 Xinwen Mining Group Co., Ltd. 35793601 100% coal, coal chemical industry, logistics trade company, easy and modern service industry
6 Zaozhuang Mining (Group) has 116725100% coal, coking, rubber and power limited liability companies and material suppliers
7 Zibo Mining Group Co., Ltd. 631972 100% coal, medical health and construction company
