Securities code: Hengli Petrochemical Co.Ltd(600346) securities abbreviation: Hengli Petrochemical Co.Ltd(600346) Announcement No.: 2022051 Hengli Petrochemical Co.Ltd(600346)
On planning the spin off and listing of holding subsidiaries and signing an intention agreement
Suggestive announcement
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.
Important content tips:
1. Hengli Petrochemical Co.Ltd(600346) (hereinafter referred to as " Hengli Petrochemical Co.Ltd(600346) " or "the company") intends to spin off its subsidiary Kanghui New Material Technology Co., Ltd. (hereinafter referred to as "Kanghui new material") to realize the reorganization and listing (hereinafter referred to as "this spin off") by restructuring with Dalian Thermal Power Co.Ltd(600719) (hereinafter referred to as " Dalian Thermal Power Co.Ltd(600719) ", a listed company on Shanghai Stock Exchange, and securities code: Dalian Thermal Power Co.Ltd(600719) )."). After the spin off, the ownership structure of the company will not change, Dalian Thermal Power Co.Ltd(600719) will become the controlling shareholder of Kanghui Xincai, Hengli Petrochemical Co.Ltd(600346) will become the controlling shareholder of Dalian Thermal Power Co.Ltd(600719) .
2. On April 14, 2022, Hengli Petrochemical Co.Ltd(600346) and its subsidiary Jiangsu Hengli Chemical Fiber Co., Ltd. (hereinafter referred to as "Hengli Chemical fiber"), together with Dalian Thermal Power Co.Ltd(600719) , Dalian Thermal Power Group Co., Ltd. (hereinafter referred to as "thermal power group") signed the agreement of intent for major asset restructuring. The company plans to sell 100% equity of Kanghui new material directly and indirectly held by the company to Dalian Thermal Power Co.Ltd(600719) company Dalian Thermal Power Co.Ltd(600719) plans to purchase 100% shares of Kanghui new material jointly held by Hengli Petrochemical Co.Ltd(600346) and Hengli Chemical fiber by issuing shares (hereinafter referred to as "this transaction"). The agreement signed this time is only an intentional agreement, and the specific transaction scheme and terms shall be subject to the final signed formal transaction agreement.
3. This transaction does not involve the issuance of shares by the company, nor will it lead to the change of control of the company, nor does it constitute a related party transaction of the company, nor does it constitute a major asset reorganization of the company. The company will perform necessary decision-making and approval procedures in accordance with relevant laws, regulations and the articles of association, and timely perform the obligation of information disclosure according to the progress of this transaction.
4. According to the rules for the spin off of listed companies (for Trial Implementation) and other relevant provisions, the spin off of listed companies meets the conditions and provisions of relevant laws and regulations and is feasible.
5. This spin off will not cause the company to lose control of Kanghui new material, will not have a material impact on the continuous operation of other business segments of the company, and will not damage the independent listing status and sustainable profitability of the company. 6. The spin off can be implemented only after meeting a number of conditions, including but not limited to the formal approval of the spin off plan by the general meeting of shareholders and the approval of competent regulatory authorities. Whether the spin off can obtain the above approval or approval and the final time of obtaining relevant approval or approval are uncertain. Please pay attention to the investment risks.
7. The disposal of assets, issuance of shares and purchase of assets involved in this transaction are package transactions, which take effect at the same time and are preconditions for each other. Any one of them has not obtained the required approval (including but not limited to the approval of the competent examination and approval authorities within the relevant parties and the approval of relevant government departments), and the others will not be implemented.
8. This transaction needs to be approved by relevant competent authorities. The transaction is still in the early stage of planning. The relevant parties to the transaction have not signed a formal transaction agreement. The specific transaction scheme is still under negotiation and demonstration. In the follow-up, due diligence, audit and evaluation will be carried out successively. This transaction still needs to perform the necessary internal decision-making procedures such as the board of directors and the general meeting of shareholders of the company, and can be formally implemented only after being approved by the competent regulatory authority. There is still uncertainty about whether it can be implemented.
1、 Transaction overview
On April 14, 2022, Hengli Petrochemical Co.Ltd(600346) , Hengli Chemical fiber, Dalian Thermal Power Co.Ltd(600719) and Thermoelectric Group signed the agreement of intent for major asset restructuring. The company plans to sell 100% equity of Kanghui Xincai directly and indirectly held by the company to Dalian Thermal Power Co.Ltd(600719) Dalian Thermal Power Co.Ltd(600719) Dalian Thermal Power Co.Ltd(600719) plans to purchase 100% shares of Kanghui new material jointly held by Hengli Petrochemical Co.Ltd(600346) and Hengli Chemical fiber by issuing shares. This transaction will constitute Dalian Thermal Power Co.Ltd(600719) major asset restructuring. 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.
This transaction does not involve the issuance of shares by the company, nor will it lead to the change of control of the company, nor does it constitute a related party transaction of the company, nor does it constitute a major asset reorganization of the company. The company will perform necessary decision-making and approval procedures in accordance with relevant laws, regulations and the articles of association, and timely perform the obligation of information disclosure according to the progress of this transaction.
2、 Basic information of transaction object
The subject matter of this transaction is 100% equity of Kanghui Xincai.
Company name: Kanghui New Material Technology Co., Ltd
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
Equity structure Hengli Petrochemical Co.Ltd(600346) 595142%; Hengli Chemical fiber 404858%
Enterprise type: other limited liability companies
Date of establishment: August 29, 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: manufacturing of plastic products, sales of plastic products, manufacturing of synthetic materials (excluding business scope)
Dangerous chemicals), synthetic material sales, bio based material manufacturing, bio based material sales, packaging materials and products sales, chemical product production (excluding licensed chemical products), chemical product sales (excluding licensed chemical products), mechanical equipment sales, instrument sales, thermal production and supply, Non residential real estate leasing (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license)
3、 Basic information of all parties to this transaction
(Ⅰ) Hengli Petrochemical Co.Ltd(600346)
As of the date of this announcement, Hengli Petrochemical Co.Ltd(600346) directly holds 595142% of the shares of Kanghui new material, and is the controlling shareholder of Kanghui new material, and Hengli Petrochemical Co.Ltd(600346) holds 100% of the shares of Hengli Chemical fiber in total.
Company name Hengli Petrochemical Co.Ltd(600346)
Unified social credit code 912102001185762674
OSBL project, No. 298, Changsong Road, Lingang Industrial Zone, Changxing Island, Dalian City, Liaoning Province - registered address of public works office
Public building
Legal representative: Fan Hongwei
The registered capital is 70399786 yuan
Enterprise type Co., Ltd. (joint venture and listing between Taiwan, Hong Kong, Macao and China)
Date of establishment: March 9, 1999
Business scope: production and sales of chemical fibers (excluding dangerous chemicals); Purified terephthalic acid (PTA)
sale; 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.)
(II) Jiangsu Hengli Chemical Fiber Co., Ltd. as of the date of this announcement, Hengli Chemical fiber holds 404858% of the shares of Kanghui new material and is the shareholder of Kanghui new material.
Company name: Jiangsu Hengli Chemical Fiber Co., Ltd
Unified social credit code 91320000743718216w
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
Enterprise type limited liability company (unlisted)
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 business of raw and auxiliary materials, mechanical equipment, instruments and meters, spare parts and related technologies required by the company's production and scientific research. (for projects subject to approval according to law, the business scope can only be approved by relevant departments
(business activities available)
Permitted items: Category I non pharmaceutical precursor 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)
(Ⅲ) Dalian Thermal Power Co.Ltd(600719)
Company name Dalian Thermal Power Co.Ltd(600719)
Unified social credit code 912102 Hunan Hansen Pharmaceutical Co.Ltd(002412) 97917u
Enterprise type other joint stock limited company (listed)
Registered address: No. 210, Xiangzhou Road, Shahekou District, Dalian, Liaoning
Office location: No. 32, Kunming Street, Zhongshan District, Dalian, Liaoning Province
Legal representative: Shaoyang
The registered capital is 404599600 yuan
Listing place of domestic shares: Shanghai
Stock Code: Dalian Thermal Power Co.Ltd(600719) SH
Date of establishment: September 1, 1993
It is mainly engaged in central heating, cogeneration, heating engineering design, installation and maintenance; Concurrent industrial business scope
Purchase and sale of products and means of production.
(IV) Dalian Thermoelectric Group Co., Ltd
Company name: Dalian Thermoelectric Group Co., Ltd
Unified social credit code 91210200716976375n
Enterprise type: other limited liability companies
Registered address: No. 210, Xiangzhou Road, Shahekou District, Dalian, Liaoning
Office location: No. 32, Kunming Street, Zhongshan District, Dalian, Liaoning Province
Legal representative: Shaoyang
Registered capital 47106
