Detailed equity change report
Name of listed company: Zoneco Group Co.Ltd(002069) stock listing place: Shenzhen Stock Exchange Stock abbreviation: Zoneco Group Co.Ltd(002069) Stock Code: Zoneco Group Co.Ltd(002069) information disclosure obligor: Dalian Yanhua Group Co., Ltd. address: FUZHOUWAN Town, Wafangdian City, Liaoning Province mailing address: No. 38, Xingwan street, Fuzhouwan street, Jinpu New District, Dalian City, Liaoning Province nature of equity change: increase (judicial auction)
Date of signing: March, 2002
Statement of information disclosure obligor
1、 This report is made by the information disclosure obligor 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 standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 – Report on the acquisition of listed companies and relevant laws Preparation of regulations and normative documents.
2、 In accordance with the provisions of the securities law of the people’s Republic of China and the measures for the administration of the acquisition of listed companies, this equity change report has fully disclosed the shares in which the information disclosure obligor has an interest in Zoneco Group Co.Ltd(002069) company. As of the signing date of this report, except for the shareholding information disclosed in this report, the information disclosure obligor has no interest in Zoneco Group Co.Ltd(002069) in any other way.
3、 This equity change did not trigger the obligation of tender offer. As of the signing date of this report, the state owned assets supervision and Administration Commission of Dalian Municipal People’s government has agreed that the information disclosure obligor will participate in the judicial auction involved in the equity change. The information disclosure obligor still needs to pay the balance of the judicial auction. The final transaction of the judicial auction shall be subject to the ruling issued by Dalian intermediate people’s court.
4、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
5、 This equity change is based on the information stated in this report. Except for the information disclosure obligor and the professional institution hired, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
6、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
The disclosure obligor declares that 1 catalog Section 1 interpretation 5 Section 2 Introduction to information disclosure obligors 6 I. Basic information of information disclosure obligor 6 II. Equity and control relationship of information disclosure obligor 6 (I) equity control structure of information disclosure obligor 6 (II) basic information of the controlling shareholder and actual controller of the information disclosure obligor 7 (III) core enterprises controlled by the information disclosure obligor 7 (IV) information disclosure obligors, controlling shareholders, core enterprises and businesses controlled by actual controllers, affiliated enterprises and main businesses 8 III. main business and financial status of the information disclosure obligor in recent three years 10 (I) main business of the information disclosure obligor 10 (II) financial status of the information disclosure obligor in the last three years and the first period IV. legal and compliant operation of the information disclosure obligor in the last five years 105. Basic information of directors, supervisors and senior managers of the information disclosure obligor 11 (I) members of the board of Directors 11 (II) members of the board of supervisors 11 (III) senior management Vi. information disclosure obligors and their controlling shareholders holding the rights and interests of listed companies and financial institutions 11 (I) holding more than 5% of the equity of other listed companies 12 (II) holding more than 5% of the equity of domestic and foreign financial institutions Section III purpose and plan of this equity change 13 I. purpose of the change of rights and interests of the information disclosure obligor 13 II. The plan for the change of rights and interests of the information disclosure obligor in the next 12 months 13 III. relevant procedures and specific time for the determination of changes in equity 13 (I) procedures performed for this equity change thirteen
(II) procedures to be performed for this equity change Section IV equity change method 15 I. information disclosure obligors holding shares of listed companies before and after this equity change 15 II. Method of equity change this time 15 III. restrictions on share rights of listed companies involved in this equity change Section V source of funds 16 I. total capital of this equity change 16 II. Capital source of this equity change 16 section VI follow up plan 17 I. plan to adjust the main business of Listed Companies in the next 12 months 17 II. Restructuring plans related to the listed company or its subsidiaries in the next 12 months 17 III. change plan for the composition of the board of directors and senior managers of listed companies 17 IV. plan for amending the articles of association of listed companies 17 v. plans for major changes in the employment of existing employees of listed companies 6. Plans for major changes in the dividend policy of listed companies 18 VII. Other plans that have a significant impact on the business and organizational structure of the listed company Section 7 analysis of the impact on listed companies 19 I. impact on the independence of listed companies 19 II. Impact on related party transactions of listed companies 19 III. impact on horizontal competition of listed companies Section 8 major transactions with listed companies 22 I. major transactions with listed companies and their subsidiaries 22 II. Major transactions with directors, supervisors and senior managers of listed companies 22 III. compensation or similar arrangements for the directors, supervisors and senior managers of the listed company to be replaced 22 IV. contracts, tacit understandings or arrangements that have a significant impact on listed companies 22 section 9 trading of listed shares in the first six months 23 I. information on the purchase and sale of shares of listed companies by the information disclosure obligor within the first six months 23 II. The trading of shares of listed companies by the directors, supervisors and senior managers of the information disclosure obligor and their immediate family members within the first six months Section 10 financial information of information disclosure obligor 24 I. financial statements of the information disclosure obligor for the last three years 24 (I) consolidated balance sheet 24 (II) consolidated income statement 26 (III) consolidated cash flow statement 27 II. Audit opinions of the information disclosure obligor on the financial statements of the latest fiscal year 28 III. accounting system and main accounting policies adopted by the information disclosure obligor Section 11 other major matters 29 the disclosure obligor declares that Section 12 documents for future reference 31 I. documents for future reference 31 II. Place for future reference 31 attached table to the detailed report on changes in equity thirty-three
Section I interpretation
In this report, unless otherwise specified, the specific meanings of the following words are as follows:
Abbreviation refers to the full name or note
Report and this report refer to Zoneco Group Co.Ltd(002069) detailed equity change report
Company, listed company, Zoneco Group Co.Ltd(002069) refers to Zoneco Group Co.Ltd(002069) , securities code: Zoneco Group Co.Ltd(002069)
Information disclosure obligor and yanhuaji refer to Dalian Yanhua Group Co., Ltd. and the group
Dalian SASAC refers to the state owned assets supervision and Administration Commission of Dalian Municipal People’s government
This equity change means that Yanhua group obtained 109960000 shares of the listed company through participating in the public auction of Dalian intermediate people’s Court on the online judicial auction platform of Beijing property right exchange
The underlying shares refer to 109960000 shares of the listed company involved in this equity change
The articles of association of the listed company refers to the Zoneco Group Co.Ltd(002069) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
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 acquisition Measures refer to the administrative measures for the acquisition of listed companies
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public – Report on changes in equity
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
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Note: any discrepancy between the total count and the sum of the listed values in any table in this report is caused by rounding
Section II introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
Company name: Dalian Salt Chemical Group Co., Ltd
Legal representative: Li huance
The registered capital is 566.59 million yuan
Date of establishment: May 24, 1980
Address: FUZHOUWAN Town, Wafangdian City, Liaoning Province
Unified social credit code 91210200123619946k
Enterprise type: limited liability company (sole proprietorship of legal person)
Sea salt mining, industrial salt manufacturing, powder washing salt, refined salt, sun salt and pickled salt processing; Manufacturing of snow melting agent, potassium chloride, magnesium chloride and bromine; Edible magnesium chloride sales; Cultural information consultation, enterprise management consultation, economic information consultation, conference and exhibition services; Planning of cultural and sports activities; Development of tourism business scope; Aquaculture of marine products (limited to branches); Sales of cosmetics and chemical products (excluding dangerous chemicals); Production and sales of prepackaged food; China’s general trade; Self owned asset management and entrusted asset management (excluding special approval).
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
Business term: May 24, 1980 to May 23, 2030
Mailing address: No. 38, Xingwan street, Fuzhouwan street, Jinpu New District, Dalian, Liaoning
2、 Equity and control relationship of information disclosure obligor
(I) equity control structure of information disclosure obligor
As of the signing date of this report, the shareholding structure of Yanhua group, its controlling shareholder and actual controller is as follows:
(II) basic information of controlling shareholders and actual controllers of information disclosure obligors
As of the signing date of this report, the controlling shareholder of Yanhua group is Dalian state owned resources investment group Co., Ltd., the actual controller is Dalian SASAC, and the basic information of Dalian state owned resources investment group Co., Ltd. is as follows:
Company name: Dalian state owned resources investment group Co., Ltd
Legal representative: Chen Ruiping
The registered capital is 1 billion yuan
Date of establishment: February 5, 2010
Address: No. 91, Haida North Street, Xigang District, Dalian, Liaoning
Unified social credit code 912102005506098656
Company type other limited liability companies
Business scope: project investment and management; Operation and management of state-owned assets; Enterprise management services; Enterprise management consulting; House leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Business term: from February 5, 2010 to no fixed term
Mailing address: office, 5th floor, science and technology innovation building, No. 31, Shikui Road, Xigang District, Dalian City, Liaoning Province
(III) controlled by the information disclosure obligor
