Stock Code: Dalian Thermal Power Co.Ltd(600719) stock abbreviation: Dalian Thermal Power Co.Ltd(600719) Announcement No.: pro 2022002 Dalian Thermal Power Co.Ltd(600719)
Announcement on the suspension of planning for major asset restructuring
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.
1、 Reasons for suspension and work arrangement
Dalian Thermal Power Co.Ltd(600719) (hereinafter referred to as "the company" or "the listed company") is planning a major asset restructuring. The listed company plans to dispose all its assets and liabilities (hereinafter referred to as "the disposed assets") to Dalian Thermal Power Group Co., Ltd. or its designated entity. The listed company plans to issue shares at the same time to purchase 100% shares of Kanghui New Material Technology Co., Ltd. (hereinafter referred to as "Kanghui new material" or "target company") jointly held by Hengli Petrochemical Co.Ltd(600346) Co., Ltd. (hereinafter referred to as " Hengli Petrochemical Co.Ltd(600346) ") and Jiangsu Hengli Chemical Fiber Co., Ltd. (hereinafter referred to as "Hengli Chemical fiber") (hereinafter referred to as "this transaction"). The above-mentioned asset purchase and issuance of shares to purchase assets are a package deal, which takes effect at the same time and is a prerequisite for each other. Any content cannot be implemented because it has not obtained the required approval (including but not limited to the approval of the competent examination and approval authority within the relevant parties and the approval of the relevant government departments), and other items will not be implemented. According to the measures for the administration of major asset restructuring of listed companies and other relevant laws and regulations, this transaction is expected to constitute a major asset restructuring, a restructuring listing and a related party transaction. This transaction will lead to the change of the actual controller of the company.
Since this transaction is still in the planning stage, there is uncertainty. In order to safeguard the interests of investors, ensure fair information disclosure and avoid significant impact on the company's share price, according to the relevant provisions of Shanghai Stock Exchange, the trading of the company's shares (Securities abbreviation: Dalian Thermal Power Co.Ltd(600719) , securities code: Dalian Thermal Power Co.Ltd(600719) ) will be suspended from the opening of the market on Friday, April 15, 2022. The suspension time shall not exceed 10 trading days.
During the suspension period, the company will actively promote various work according to relevant regulations and timely fulfill the obligation of information disclosure. The company will actively promote all work and timely fulfill the obligation of information disclosure in accordance with the requirements of the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 4 - suspension and resumption of trading. Before the expiration of the suspension, relevant information shall be disclosed in accordance with the requirements of the standards for the contents and forms of information disclosure by companies that offer securities to the public No. 26 - major asset restructuring of listed companies.
2、 Basic information of this reorganization
(I) basic information of assets to be sold
In this transaction, the listed company plans to purchase all its assets and liabilities from Dalian Thermal Power Group Co., Ltd. or its designated entity.
(II) basic information of assets to be purchased
In this transaction, the company plans to purchase 100% equity of Kanghui new material jointly held by Hengli Petrochemical Co.Ltd(600346) and Hengli Chemical fiber by issuing shares.
Company name: Kanghui New Material Technology Co., Ltd
Enterprise nature other limited liability companies
Unified social credit code 91210800580717031a
Registered address: Yingkou Xianren Island energy and chemical industry zone
Legal representative: Liu Jian
The registered capital is 139547992600 yuan
Date of establishment: August 29th, 2011
Licensed items: road transportation of goods (including dangerous goods), production of dangerous chemicals, operation of dangerous chemicals, import and export of goods, import and export of Technology (for items subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business items shall be subject to the approval results)
General items of business scope: manufacturing of plastic products, sales of plastic products, manufacturing of synthetic materials (excluding hazardous chemicals), sales of synthetic materials, manufacturing of bio based materials, sales of bio based materials, sales of packaging materials and products, production of chemical products (excluding licensed chemical products), sales of chemical products (excluding licensed chemical products), Sales of machinery and equipment, sales of instruments and meters, production and supply of heat, lease of non residential real estate (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
(III) basic information of the counterparty
The counterparty of the assets purchased this time is Dalian Thermoelectric Group Co., Ltd. or its designated entity, and the details have not been determined. The counterparties of issuing shares to purchase assets are Hengli Petrochemical Co.Ltd(600346) , Hengli Chemical fiber.
1. Dalian Thermoelectric Group Co., Ltd
Company name: Dalian Thermoelectric Group Co., Ltd
Enterprise nature other limited liability companies
Unified social credit code 91210200716976375n
Registered address: No. 210, Xiangzhou Road, Shahekou District, Dalian, Liaoning
Legal representative: Shaoyang
The registered capital is 471062182 yuan
Date of establishment: January 6, 2000
Licensed projects: power generation, transmission and power supply business, construction engineering design, various project construction, business scope and activities, power supply business (projects that must be approved according to law can only be carried out with the approval of relevant departments, and the specific business projects shall be subject to the approval results) general project: heat
Production and supply, mechanical equipment sales, general mechanical equipment installation services, technical services, technology development, technical consultation, technical exchange, technology transfer, technology promotion, engineering management services, emerging energy technology research and development, new energy prime mover equipment manufacturing, new energy prime mover equipment sales, power generation technology services, Sales of coal and products (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
2. Hengli Petrochemical Co.Ltd(600346) basic information
Company name Hengli Petrochemical Co.Ltd(600346)
Enterprise nature: joint stock limited company (joint venture and listing between Taiwan, Hong Kong, Macao and China)
Unified social credit code 912102001185762674
Registered address: OSBL project - public works office building, No. 298, Changsong Road, Lingang Industrial Zone, Changxing Island, Dalian, Liaoning Province
Legal representative: Fan Hongwei
The registered capital is 7039099786 yuan
Date of establishment: March 9, 1999
Production and sales of chemical fibers (excluding dangerous chemicals); Purified terephthalic acid (PTA) business scope sales; Import and export of goods.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
3. Basic information of Hengli Chemical Fiber
Company name: Jiangsu Hengli Chemical Fiber Co., Ltd
Corporate nature: joint stock limited company (unlisted)
Unified social credit code 91320 Fujian Zhangzhou Development Co.Ltd(000753) 718216w
Registered address: No. 1, Hengli Road, Nanma Industrial Zone, Shengze Town, Wujiang City, Jiangsu Province
Legal representative: Fan Hongwei
The registered capital is 2208 million yuan
Date of establishment: November 8, 2002
Produce polyester and differentiated chemical fiber for fiber, sell our own products and transport Ordinary goods by road. Operate the export business of the company's self-produced products; Operate the import obligations of raw and auxiliary materials, machinery and equipment, instruments and meters, spare parts and related business scope technologies required by the company's production and scientific research. (for projects that have been renewed and approved according to law, business activities can be carried out only with the approval of relevant departments).
Licensed items: Category I non drug trade and operation of toxic chemicals; Operation of hazardous chemicals (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results)
(IV) transaction mode
The transaction mode of this transaction is preliminarily determined as that the company purchases all its assets and liabilities from Dalian Thermal Power Group Co., Ltd. or its designated subject, and the company purchases 100% equity of Kanghui new material jointly held by Hengli Petrochemical Co.Ltd(600346) , Hengli Chemical fiber by issuing shares. The specific trading method and trading scheme shall be subject to the information disclosed in the subsequent announcement of the reorganization plan or reorganization report.
3、 Intention document of this transaction
On April 14, 2022, the company signed the agreement of intent on major asset restructuring with Dalian Thermal Power Group Co., Ltd. Hengli Petrochemical Co.Ltd(600346) , Hengli Chemical fiber. It is agreed that the company plans to carry out major asset restructuring, including the company's purchase of all assets and liabilities from Dalian Thermal Power Group Co., Ltd. and its designated subject, and the purchase of 100% equity of Kanghui new material jointly held by Hengli Petrochemical Co.Ltd(600346) , Hengli Chemical fiber by issuing shares. The agreement on intention of major asset restructuring is the preliminary intention reached by the trading parties on this transaction. The specific scheme and relevant terms of this transaction shall be determined by the trading parties through separate negotiation and signing formal documents.
4、 Risk tips
Up to now, the restructuring is still in the planning stage, the relevant parties to the transaction have not signed a formal transaction agreement, and the specific transaction scheme is still under negotiation and demonstration. The reorganization still needs to perform the necessary internal decision-making procedures such as the board of directors and the general meeting of shareholders, and can be formally implemented only after being approved by the competent regulatory authority. There is still uncertainty about whether it can be implemented. The relevant information shall be subject to the announcement issued by the information disclosure media designated by the company. Please pay attention to the follow-up announcement and pay attention to the investment risk.
5、 Documents for future reference
(I) suspension application signed by the chairman and stamped with the company's official seal
(II) intentional agreement of this transaction
(III) other documents required by Shanghai Stock Exchange
It is hereby announced.
Dalian Thermal Power Co.Ltd(600719) board of directors April 15, 2022
