Securities code: Huaihe Energy (Group) Co.Ltd(600575) securities abbreviation: Huaihe Energy (Group) Co.Ltd(600575) listing place: Shanghai Stock Exchange
Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd
Absorb and merge Huainan Mining (Group) Co., Ltd
And related party transactions plan
(Revised Version)
Name, domicile / mailing address of related party
Absorbing and merging party Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. in Wuhu Economic and Technological Development Zone, Anhui Province
The merged party Huainan Mining (Group) Co., Ltd. Dongshan, tianjia'an District, Huainan City, Anhui Province
Huaihe Energy (Group) Co.Ltd(600575) Holding Group Co., Ltd. No. 1, Dongshan Middle Road, Tianjiaan District, Huainan City
China Cinda Asset Management Co., Ltd. Building 1, yard 9, naoshikou street, Xicheng District, Beijing
CCB financial assets investment Co., Ltd. unit 160101, 16th floor, building 9, Financial Street, Xicheng District, Beijing
Guohua Energy Investment Co., Ltd. building 3, Dongzhimen South Street, Dongcheng District, Beijing
Bank of China Financial Assets Investment Co., Ltd., 15 / F, block C, No. 2, chaoyangmennei street, Dongcheng District, Beijing
Counterparty: Jikai Enterprise Management Group Co., Ltd. 231606, unit 3, floor 13, building 6, yard 1, Futong East Street, Chaoyang District, Beijing
Shanghai Electric Power Co.Ltd(600021) No. 268, south Zhongshan Road, Huangpu District, Shanghai
CLP Guorui Supply Chain Management Co., Ltd. 202, floor 2, Lantian building, No. 28, Tianzhu Road, zone a, Tianzhu Airport Economic Development Zone, Shunyi District, Beijing
Huaibei Mining Holdings Co.Ltd(600985) Co., Ltd. No. 276, Renmin Middle Road, Xiangshan District, Huaibei City, Anhui Province
Date of signature: April, 2002
Company statement
The company and all directors, supervisors and senior managers of the company guarantee that the contents of the plan and its summary are true, accurate and complete, and there are no false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and integrity of the information provided.
As of the signing date of this plan, the audit and evaluation related to this transaction have not been completed, and some data involved in this plan have not been audited by an audit institution that meets the requirements of relevant laws and regulations. Investors are requested to use it carefully. All directors, supervisors and senior managers of the company guarantee the authenticity and rationality of the relevant data quoted in this plan. The audited financial data and evaluation results of relevant assets will be disclosed in the restructuring report (Draft). The final results of audited financial data, evaluation or valuation of relevant assets may be quite different from the disclosure of the plan.
The matters stated in this plan and its summary do not represent the substantive judgment, confirmation or approval of the CSRC and Shanghai Stock Exchange on matters related to this transaction. The effectiveness and completion of the matters related to this transaction described in this plan and its summary have yet to be approved by the general meeting of shareholders and the relevant examination and approval authorities. 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.
According to the provisions of the securities law and other relevant laws and regulations, after the completion of this transaction, the company shall be responsible for the changes in the company's operation and income, and the investors shall be responsible for the investment risks caused by the changes. When evaluating the company's transaction, in addition to the contents of this plan and relevant documents disclosed at the same time with this plan, investors should also seriously consider various risk factors disclosed in this plan. If there is any doubt about the plan, the accountant or other professional consultant shall consult with the investor.
Counterparty statement
The counterparty of this reorganization has issued a letter of commitment on the authenticity, accuracy and completeness of the information and materials provided in the process of this transaction, ensuring that it will provide relevant information of this reorganization to the listed company in time, ensure that the relevant information provided is true, accurate and complete, ensure that the information provided is true, accurate and complete, and bear legal responsibility for the authenticity, accuracy and completeness of the information provided. If the listed company or investors suffer losses due to false records, misleading statements or major omissions in the information provided, they will be liable for compensation according to law.
If the reorganization 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 counterparty will suspend the transfer of shares and convertible corporate bonds (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 accounts of stocks and convertible corporate bonds 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 counterparty 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 and convertible corporate bonds (if any). If the investigation concludes that there are violations of laws and regulations, the counterparty promises to lock in shares and convertible corporate bonds (if any) and voluntarily use them for compensation arrangements for relevant investors.
catalogue
The company declares that 2. The counterparty declares that 3 catalog 4 interpretation 5. Tips on major issues 9 major risk tips Section 1 overview of this transaction Section 2 basic information of listed companies Section III basic information of the counterparty 97 Section IV basic information of the underlying assets Section 5 the issuance of shares and convertible corporate bonds Section VI estimated value and provisional price of the subject assets Section 7 impact of this transaction on listed companies 167 Section VIII risk analysis 169 section IX other important matters Section 10 opinions of independent directors 203 section Xi representations and commitments two hundred and six
interpretation
In this plan, unless otherwise specified, the following terms have the following meanings:
General terms
Huaihe Energy (Group) Co.Ltd(600575) / listed company / the company / public Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd., securities referred to as " Huaihe Energy (Group) Co.Ltd(600575) "; Formerly known as Anhui Company / merger party / refers to Wanjiang logistics (Group) Co., Ltd. and Wuhu port storage and Transportation Co., Ltd., and once referred to securities Wanjiang logistics / Wuhu as "Wanjiang logistics" and "Wuhu Port"
Hong Kong Huainan Mining / merged party / target refers to Huainan Mining (Group) Co., Ltd
company
Huaihe holdings refers to Huaihe Energy (Group) Co.Ltd(600575) Holding Group Co., Ltd. and the controlling shareholder of Huainan mining
China Cinda refers to China Cinda Asset Management Co., Ltd., one of the shareholders of Huainan mining
CCB investment refers to CCB Financial Asset Investment Co., Ltd., one of the shareholders of Huainan mining
Guohua investment refers to Guohua Energy Investment Co., Ltd., one of the shareholders of Huainan mining
BOC assets refers to BOC financial assets investment Co., Ltd., one of the shareholders of Huainan mining
Jikai group refers to Jikai Enterprise Management Group Co., Ltd., one of the shareholders of Huainan mining
Shanghai Electric Power Co.Ltd(600021) refers to Shanghai Electric Power Co.Ltd(600021) , one of the shareholders of Huainan mining
CLP Guorui refers to CLP Guorui Supply Chain Management Co., Ltd., one of the shareholders of Huainan mining
Huaibei Mining Holdings Co.Ltd(600985) refers to Huaibei Mining Holdings Co.Ltd(600985) Co., Ltd., one of the shareholders of Huainan mining
Shanghai Huaihe mine refers to Shanghai Huaihe mine Asset Management Co., Ltd. and the person acting in concert of Huaihe holdings
Huaihu coal power refers to huaihu Coal Power Co., Ltd
Huaihu electric power refers to huaihu Electric Power Co., Ltd
Power generation company refers to Huainan Mining Group Power Generation Co., Ltd
Finance company refers to Huainan Mining Group Finance Co., Ltd
Huaizhe coal power refers to Huaizhe Coal Power Co., Ltd
Zhangji Coal Mine refers to Zhangji coal mine and Huainan Mining Branch of Huainan Mining (Group) Co., Ltd
Xieqiao coal mine refers to Xieqiao coal mine and Huainan Mining Branch of Huainan Mining (Group) Co., Ltd
Guqiao Coal Mine refers to Guqiao Coal Mine and Huainan Mining Branch of Huainan Mining (Group) Co., Ltd
Pansan Coal Mine refers to Panji No. 3 coal mine and Huainan Mining Branch of Huainan Mining (Group) Co., Ltd
Zhujidong coal mine refers to zhujidong coal mine and Huainan Mining Branch of Huainan Mining (Group) Co., Ltd
Gubei Coal Mine refers to Gubei Coal Mine and Huaizhe coal power branch of Huaizhe Coal Power Co., Ltd
Pan'er coal mine refers to Pan'er coal mine and Huainan Mining Branch of Huainan Mining (Group) Co., Ltd
Pansidong coal mine refers to pansidong coal mine of Huainan Mining (Group) Co., Ltd., tangjiahui coal mine of Huainan mining branch refers to tangjiahui coal mine of Inner Mongolia Eerduosi Resources Co.Ltd(600295) Huaxing Energy Co., Ltd., selian No. 2 coal mine of Inner Mongolia Eerduosi Resources Co.Ltd(600295) Zhongbei Coal Chemical Co., Ltd., and pojianghaizi coal mine refers to pojianghaizi coal mine of Inner Mongolia Yinhong Energy Development Co., Ltd
Dingji Coal Mine refers to Dingji Coal Mine and huaihu coal power branch of huaihu Coal Power Co., Ltd
Xinzhuangzi power plant refers to the Xinzhuangzi power plant of Huainan Mining Group Power Generation Co., Ltd. and the branch of power generation company
Fengtai Power Plant refers to Fengtai power generation branch and Huaizhe coal power branch of Huaizhe Coal Power Co., Ltd
Huaikuang logistics refers to huaikuang Modern Logistics Co., Ltd
Oriental Blue Ocean refers to Shanghai Oriental Blue Ocean Real Estate Co., Ltd
Suzhou shengmei refers to Suzhou shengmei Property Service Co., Ltd
Gas company refers to Huaihe Energy (Group) Co.Ltd(600575) Gas Group Co., Ltd
Health industry group refers to Huaihe Energy (Group) Co.Ltd(600575) Health Industry Group Co., Ltd. technical consulting company refers to huaikuang economic and technical consulting service Co., Ltd
This major asset Huaihe Energy (Group) Co.Ltd(600575) issues shares to all shareholders of Huainan mining, directional convertible corporate bonds (if any) restructuring / this restructuring / refers to cash absorption and merger of Huainan mining.
Among them, Huaihe Energy (Group) Co.Ltd(600575) is the merging party and the surviving party after the completion of this transaction / absorption, and Huainan mining is the merged party
merge
The underlying asset refers to 100% equity of Huainan mining
The counterparty refers to all shareholders of Huainan mining, including Huaihe holdings, China Cinda, CCB investment, Guohua investment, BOC assets, Jikai group, Shanghai Electric Power Co.Ltd(600021) , CLP Guorui, Huaibei Mining Holdings Co.Ltd(600985)
Parties to the transaction refer to the listed company, Huainan Mining and the counterparty
This plan refers to the plan for Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. to absorb and merge Huainan Mining (Group) Co., Ltd. and related party transactions (Revised Draft)
Merger agreement refers to the merger agreement between Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. and Huainan Mining (Group) Co., Ltd
Huaihe power refers to Huaihe Energy (Group) Co.Ltd(600575) Power Group Co., Ltd
Western coal power group refers to Huaihe Energy (Group) Co.Ltd(600575) Western Coal Power Group Co., Ltd
Yinhong energy refers to Inner Mongolia Yinhong Energy Development Co., Ltd
Huaxing company refers to Inner Mongolia Eerduosi Resources Co.Ltd(600295) Huaxing Energy Co., Ltd
Zhongbei company refers to Inner Mongolia Eerduosi Resources Co.Ltd(600295) Zhongbei Coal Chemical Co., Ltd
Railway transportation branch refers to Huainan railway transportation branch of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd., SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council, national development and Reform Commission refers to the national development and Reform Commission of the people's Republic of China
Ministry of finance means the Ministry of finance of the people's Republic of China
Anhui provincial government refers to the people's Government of Anhui Province, and Anhui SASAC refers to the state owned assets supervision and Administration Commission of Anhui Provincial People's government
The benchmark date refers to January 31, 2022
Two years and one period refer to 2019, 2020 and January September 2021
China Securities Regulatory Commission / China Securities Regulatory Commission
Supervisory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Clearing Company refers to Shanghai Branch of China Securities Depository and Clearing Co., Ltd
The Company Law refers to the company law of the people's Republic of China, the Securities Law refers to the securities law of the people's Republic of China, the civil code refers to the civil code of the people's Republic of China, and the reorganization Management Office refers to the measures for the administration of major asset reorganization of listed companies
