Securities code: Huaihe Energy (Group) Co.Ltd(600575) securities abbreviation: Huaihe Energy (Group) Co.Ltd(600575) Announcement No.: pro 2022027 Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd
Announcement on the revision of the company's plan for absorption and merger of Huainan Mining (Group) Co., Ltd. and related party transactions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (hereinafter referred to as the "company") disclosed the plan for the merger of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. with Huainan Mining (Group) Co., Ltd. and related party transactions (hereinafter referred to as the "plan") on February 22, 2022, On March 8, 2022, we received the inquiry letter on the information disclosure of the plan for the absorption and merger of Huainan Mining (Group) Co., Ltd. and related party transactions of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (Zheng Gong Han [2022] No. 0176) (hereinafter referred to as the "inquiry letter") issued by Shanghai Stock Exchange. The company has carefully analyzed and verified the relevant issues in the inquiry letter together with relevant intermediaries, and made corresponding amendments and supplementary disclosure to the plan and other relevant documents according to the inquiry letter. The main information is as follows:
Unless otherwise specified, the abbreviations appearing in this announcement are the same as those in the plan for absorption and merger of Huainan Mining (Group) Co., Ltd. and related party transactions of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (Revised Version).
Chapter revision of the plan (Revised Draft)
Name and date of cover revision plan
Revise the name of the plan and add some definitions of general terms
Table of contents revision page
(I) arrangement of payment method for this transaction
And "section I overview of the transaction", "II. Specific plan for the revision of the transaction according to the 2021 audit report disclosed by the listed company", "II. Plan for the issuance of shares and convertible companies with the price of the transaction" and "section V initial conversion price of the issued shares and convertible bonds for corporate bonds" and "II. Specific plan for the transaction"
"Section II basic information of listed companies" in "III. according to the disclosed 2021 audit report of listed companies, the development of main business and main financial indicators in recent three years", the "II. Specific plan of this transaction" (VII) asset delivery "in" tips on major events "of 2021 financial data and" section I supplementary disclosure of the impact of the cancellation of legal person's qualification on the production and transaction Overview "are added "II. Impact of the specific plan of this transaction on business" (II) the specific plan of this transaction "7. Asset delivery"
"Section II basic information of listed companies" in "III. analysis of main business development and main financial indicators of Listed Companies in the past three years through supplementary disclosure of main performance indicators of listed companies", "section II basic information of listed companies" in "VI. major asset restructuring in the past three years" and "prompt of some properties of the subject company that have not obtained property rights in the recent three years" in "supplementary disclosure of major risks" (VIII) in "operating risks of the subject company" Risk of the certificate part of the property has not obtained the property right certificate "risk of" section IV basic information of the subject assets "," III. basic information of the subordinate companies "(II) Huainan mining mainly supplementary discloses the relevant information of the subordinate financial companies of the subject company and the information of the subordinate Tier-1 subsidiaries", "section IV basic information of the subject assets" IV. mainly supplementary discloses the specific situation of each business segment of the subject company and the development of its business " "IV. development of main business" in "section IV basic information of subject assets" (IV) supplementary disclosure of specific information of main coal mines of the subject company "
Supplementary disclosure of the debt structure and main creditor's rights of the target company "(II) debt situation of Huainan mining industry" and the measures taken or planned to be taken to improve the level of assets and liabilities
(III) comparative analysis of Huainan mining performance fluctuation and comparable listed companies in the same industry; (VI) major pending litigation and arbitration of the subject company
"Section IV basic information of subject assets", "VII. Supplementary disclosure of the ownership certificate of part of the land and real estate of the subject company that has not been obtained, and" VIII. Supplementary disclosure of other information of the cooperative and competitive assets of the subject company and the listed company "in" section IV basic information of subject assets "
"VIII. Supplementary disclosure of other information about the assets of the target company related to non coal and power subsidiaries" in "section IV basic information of the target assets" synergy between the company and the listed company
VIII. Supplementary disclosure of administrative penalties and other information of rectified assets of the target company under "section IV basic information of the target assets"
VIII. Supplementary disclosure of other information of the assets involved in the built, under construction and proposed projects of the subject company and analysis of "high energy consumption and high emission" industries in "section IV basic information of the subject assets"
"Section IX other important matters", "VII. The subject company's coal mine project company located in Inner Mongolia is supplemented by the local government to disclose the relevant information of" the subject company's coal mine project government located in Inner Mongolia to recover the income from the transfer of mining rights "and" the major wind company is prompted by the local government to recover the income from the transfer of mining rights "and" II. The operating risk of the subject company "(IX) In the "uncertainty risk of the production and operation of some subsidiaries of the target company", the supplementary disclosure of "VIII. Supplementary disclosure of the specific process of planning major events before suspension, planning of major events and insider management" and insider management of "section IX other important matters" in "VIII. Supplementary disclosure of the specific process of planning major events before suspension"
It is hereby announced.
Board of directors of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. April 9, 2022
