Securities code: Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) securities abbreviation: Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) Announcement No.: 202231 bond Code: 127027 bond abbreviation: Jingyuan convertible bond
Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552)
Suspension announcement on planning to issue shares to purchase assets
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Reasons for suspension and work arrangement
Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) (hereinafter referred to as "the company") is planning to issue shares to purchase assets, and issue shares to purchase Gansu energy and Chemical Investment Group Co., Ltd. (hereinafter referred to as "energy and chemical group") China Cinda Asset Management Co., Ltd. (hereinafter referred to as "China Cinda") and China Huarong Asset Management Co., Ltd. (hereinafter referred to as "China Huarong") hold 100% of the equity of Yaojie Coal Power Group Co., Ltd. (hereinafter referred to as "Yaomei group") and raise funds through non-public offering of shares (hereinafter referred to as "this transaction"), and Sinochem Group is the indirect controlling shareholder of the company, This transaction constitutes a connected transaction. According to the administrative measures for major asset restructuring of listed companies and other relevant provisions, this transaction constitutes a major asset restructuring and will not lead to the change of the actual controller of the company.
Due to the uncertainty of relevant matters, in order to safeguard the interests of investors and avoid significant impact on the company's securities trading, in accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies, the rules for the suspension and resumption of trading of shares of listed companies, the guidelines for the self discipline supervision of listed companies No. 8 - major asset restructuring, and the guidelines for the self discipline supervision of listed companies No. 6 - suspension and resumption of trading, upon the application of the company, The trading of the company's securities (A-share stock: Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) ; Convertible Bond: Jingyuan convertible bond 127027) has been suspended since the opening of the market on April 11, 2022.
The company is expected to disclose the trading plan within no more than 10 trading days, that is, to disclose relevant information in accordance with the requirements of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies before April 25, 2022.
If the company fails to convene the board of directors to review and disclose the trading plan within the above period, the trading of the company's securities will be resumed and the planning of relevant matters will be terminated at the latest from the opening of the market on April 25, 2022. At the same time, the main work, progress, impact on the company and subsequent arrangements of the planning matters during the suspension period will be disclosed to fully remind the risks and uncertainties of relevant matters, And promised not to plan major asset restructuring within at least one month from the date of disclosure of relevant announcements.
2、 Basic information of this planning event
(I) information of the underlying assets
The underlying asset of the assets purchased by issuing shares this time is 100% equity of Yaojie Coal Power Group Co., Ltd. the basic information of Yaojie Coal Power Group is as follows:
Company name: Yaojie Coal Power Group Co., Ltd
Legal representative: Xu Jizong
Company type: limited liability company
Registered capital: 551312300 yuan
Date of establishment: December 30, 2001
Address: Haishiwan Town, Honggu District, Lanzhou
Unified social credit Code: 916200 Jiangsu Azure Corporation(002245) 52058p
Coal production and sales; Production and sales of coal washing and processing and ancillary products, comprehensive utilization products of coal deep processing, high value utilization derivatives of oil shale semi coke, chemical materials and products (excluding dangerous and monitored varieties); Development and technology transfer, technical consultation, technical service and technical engineering contracting of coal conversion, clean utilization of coal and high-value utilization of oil shale semi coke; Quality inspection of coal products; Extraction, development and utilization of coalbed methane; Thermal power generation; Self operated railway transportation; With the qualification certificate of real estate development company; Maintenance and leasing of mechanical equipment; Planting and breeding (excluding breeding livestock and poultry); Accommodation and catering; TV broadcasting business scope: advertising business; Technology development training; Road freight transportation; General cargo transportation; Cargo handling; Hardware and cement sales; Ferrosilicon sales; Retail of building materials, non-ferrous metals (excluding precious metals), tobacco, alcohol and daily necessities, wholesale and retail of agricultural and sideline products (excluding grain); Motor vehicle maintenance, diesel locomotive maintenance, railway line maintenance, bus rental, environmental protection and dust suppression, electric vehicle charging and mobile refueling of oil tanker; Rescue services, logistics services (warehousing services, weighing services, site leasing, house leasing); Asset operation, hotel and property management; Conference, consultation and parking services; Water and electricity charges; Car Rental; Electronic Commerce. (projects subject to approval according to law can only be operated with the approval of relevant departments)
(II) information of major counterparties
The counterparties of this issuance of shares to purchase assets are Gansu energy and Chemical Investment Group Co., Ltd., China Xinda Asset Management Co., Ltd. and China Huarong Asset Management Co., Ltd.
The basic information of Sinochem Group is as follows:
Company name: Gansu energy and Chemical Investment Group Co., Ltd
Legal representative: Li Junming
Company type: limited liability company (solely state-owned)
Registered capital: 500 million yuan
Date of establishment: July 27, 2017
Unified social credit Code: 91620000ma748hk51r
Exploration and development of coal resources and investment and management of mining rights; Coal mining, marketing, processing and comprehensive utilization; Investment, management and operation of non coal resources, energy, finance, equipment manufacturing, non-ferrous metals and other industries; Investment, operation and sales of coal chemical industry, natural gas chemical industry, coalbed methane, oil shale, chemical fertilizer and other chemical products; Power and business scope: production and sales of heat and investment and operation of microgrid; Development and utilization of new energy and new technology; Mine construction, capital construction and engineering installation; Railway transportation, general cargo transportation, material storage and transportation, commercial logistics; Hotel operation; Coal scientific research and design, technical consulting services.
(projects subject to approval according to law can only be operated with the approval of relevant departments)
The basic information of Cinda is as follows:
Company name: China Cinda Asset Management Co., Ltd
Legal representative: Zhang ziai
Company type: joint stock limited company (listed, state-owned holding)
Registered capital: 38164535100 yuan
Date of establishment: April 19, 1999
Unified social credit Code: 91110 Berry Genomics Co.Ltd(000710) 924945a
(I) to acquire and entrust non-performing assets of financial institutions and non-financial institutions, and to manage, invest and dispose of non-performing assets; (II) conversion of creditor's rights into equity, management, investment and disposal of equity assets; (III) bankruptcy administration; (IV) foreign investment; (V) trading of securities; (VI) issuing financial bonds, inter-bank borrowing and commercial financing from other financial institutions; (VII) approved asset securitization business and entrusted business scope of financial institutions: managing and closing liquidation business; (VIII) financial, investment, legal and risk management consulting and consulting; (IX) assets and project evaluation; (x) other businesses approved by the banking regulatory authority under the State Council. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
The basic information of China Huarong is as follows:
Company name: China Huarong Asset Management Co., Ltd
Legal representative: Wang Zhanfeng
Company type: joint stock limited company (listed, state-owned holding)
Registered capital: 39070208500 yuan
Date of establishment: November 1, 1999
Unified social credit Code: 91110 Berry Genomics Co.Ltd(000710) 9255774
To acquire and manage non-performing assets of financial institutions and non-financial institutions, and to manage, invest and dispose of non-performing assets; Converting creditor's rights into equity, and managing, investing and disposing of equity assets; outbound investment; Buying and selling securities; Issuing financial bonds, inter-bank borrowing and commercial financing from other financial institutions; Bankruptcy administration; Finance, investment and business scope: legal and risk management consulting and consulting business; Assets and project evaluation; Approved asset securitization business, custody of financial institutions and closure and liquidation business; Other businesses approved by the banking regulatory authority under the State Council. (market entities shall independently choose business items and carry out business activities according to law; projects subject to approval according to law shall carry out business activities according to the approved contents after being approved 741 by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
(III) transaction mode
The transaction mode of this transaction is expected to issue shares to purchase assets. There is still uncertainty in this transaction. The specific transaction mode and transaction scheme shall be subject to the information disclosed in the subsequent announced reorganization plan or reorganization report.
(IV) main contents of the reorganization intention document
On April 7, 2022, the company signed the acquisition intention agreement with energy and chemical group, China Cinda and China Huarong, the main contents of which are as follows:
Whereas: the company plans to acquire 100% of the equity of the target company from the counterparty Nenghua group, Cinda assets and Huarong assets by issuing shares to purchase assets. The audit and evaluation of the underlying equity of this transaction have not been completed, and the valuation and transaction pricing of the underlying equity have not been determined. The parties agree that, The final transaction price of the subject equity is based on the appraisal value as of the benchmark date issued by the asset appraisal institution with securities and futures related business qualification entrusted by Party A and the reasonable dividend of the subject company during the transition period (the dividend of the subject company during the transition period and the transaction consideration are correspondingly reduced on the basis of the appraisal results of the subject assets contained in the asset appraisal report of the subject company filed by the state owned assets supervision and Administration Commission of Gansu Provincial Government), It shall be determined by both parties through negotiation, and the final transaction price will be confirmed in the form of formal agreement.
1. Performance commitment and incentive
The counterparty I will promise the net profit (after deducting non recurring profit and loss) that should be realized in the three fiscal years of 2022, 2023 and 2024 (and possible extended commitment period) in accordance with the relevant requirements of securities regulatory policies, and compensate with the transaction consideration obtained in this transaction or in other legal ways. The specific performance commitment amount and compensation arrangement will be determined through subsequent negotiation.
2. Counterparty commitment
After the completion of this transaction, without the written consent of the company, the counterparty itself and its subject controlling or enjoying interests through equity, agreement or any other form shall not engage in the same, similar or competitive business as the business in the field engaged by the company and its subsidiaries.
3. Transitional arrangements
The closing date of this transaction is the date on which the subject assets are transferred to Party A and the industrial and commercial change registration is completed. The period from the signing of this agreement to the closing date of the transaction is the transition period. The parties to the transaction agree that during the transition period, if the target company and its subsidiaries will engage in the following major matters, Party A's consent shall be obtained:
(1) Increase or decrease the registered capital of the subject company, or establish or allow the establishment of any encumbrance on any part of the equity of the subject company.
(2) Establish or permit to be established on any assets or property of the subject company
