Securities code: Enn Natural Gas Co.Ltd(600803) securities abbreviation: Enn Natural Gas Co.Ltd(600803) Announcement No.: pro 2022026 Enn Natural Gas Co.Ltd(600803)
Announcement on the resolutions of the 44th meeting of the ninth board of directors
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.
Enn Natural Gas Co.Ltd(600803) (hereinafter referred to as "the company" and "listed company") the notice of the 44th meeting of the ninth board of directors was sent by email on April 13, 2022. The meeting was held by communication on April 18, 2022 according to the scheduled time, and all directors attended the meeting. The convening and voting procedures of this meeting comply with the relevant provisions of the company law of the people's Republic of China and the Enn Natural Gas Co.Ltd(600803) articles of association, and are legal and effective. The following proposals were adopted by the voting directors:
1、 The proposal on the company meeting the conditions for issuing shares and paying cash to purchase assets was deliberated and passed. The company plans to purchase ENN Technology Development Co., Ltd. (hereinafter referred to as "ENN technology") by issuing shares and paying cash Xin'ao Group Co., Ltd. (hereinafter referred to as "Xin'ao group") and Xin'ao holding Investment Co., Ltd. (hereinafter referred to as "Xin'ao holding", together with Xin'ao technology and Xin'ao group, the "counterparty") jointly hold 90% equity of Xin'ao (Zhoushan) LNG Co., Ltd. (hereinafter referred to as "the target company") (hereinafter referred to as "this transaction"). In accordance with the company law, the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring"), and the provisions on Several Issues Concerning the regulation of major asset restructuring of listed companies (hereinafter referred to as the "provisions on certain issues") Through self-examination, the board of directors of the company believes that this transaction meets the relevant requirements and conditions for the listed company to issue shares and pay cash to purchase assets. Voting: 6 in favor, 0 against and 0 abstention. Related directors Wang Yusuo, Wang Zizheng, Jiang Chenghong, Zhang Jin, Yu Jianchao and Zheng Hongzhen avoided voting on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on the company's plan of issuing shares and paying cash to purchase assets and related party transactions was deliberated and adopted one by one
The company held the 35th meeting of the ninth board of directors on October 26, 2021, and deliberated and approved the relevant proposals on the proposal on the company's issuance of shares and payment of cash to purchase assets and related party transactions one by one. In view of the completion of the asset evaluation and audit of this transaction, the board of directors agreed to supplement or revise the transaction plan considered and adopted at the 35th meeting of the ninth board of directors. The adjusted plan is as follows: the listed company plans to purchase 90% of the equity of the target company (hereinafter referred to as "target assets") from the counterparty by issuing shares and paying cash. With regard to this transaction, the board of directors of the company deliberated and approved the following schemes one by one:
1. Counterparty
The counterparties of this transaction are ENN technology, ENN group and ENN holdings.
Voting: 6 in favor, 0 against and 0 abstention. Related directors Wang Yusuo, Wang Zizheng, Jiang Chenghong, Zhang Jin, Yu Jianchao and Zheng Hongzhen avoided voting on the proposal.
2. Underlying assets
The underlying assets of this transaction are 90% of the equity of the underlying company held by the counterparty.
Voting: 6 in favor, 0 against and 0 abstention. Related directors Wang Yusuo, Wang Zizheng, Jiang Chenghong, Zhang Jin, Yu Jianchao and Zheng Hongzhen avoided voting on the proposal.
3. Benchmark date of evaluation and audit
The benchmark date for the evaluation and audit of the subject company of this transaction is December 31, 2021.
Voting: 6 in favor, 0 against and 0 abstention. Related directors Wang Yusuo, Wang Zizheng, Jiang Chenghong, Zhang Jin, Yu Jianchao and Zheng Hongzhen avoided voting on the proposal.
4. Pricing method, pricing basis and transaction price of the underlying assets
According to the assets appraisal report of Enn Natural Gas Co.Ltd(600803) proposed acquisition of equity project of ENN (Zhoushan) LNG Co., Ltd. (hereinafter referred to as the "appraisal report") issued by Zhonglian asset appraisal group Co., Ltd. (hereinafter referred to as "Zhonglian appraisal"), as of December 31, 2021, the appraisal value of 100% equity of the subject company was 9528 million yuan, which was determined through negotiation by all parties to the transaction, The transaction price of the underlying asset is 8550 million yuan. During the transition period, if the counterparty increases the capital of the target company, the transaction price is the sum of the price negotiated and determined by the parties to the transaction based on the evaluation results and the total amount of capital increase actually paid by the counterparty to the target company during the transition period (including newly increased registered capital and premium (if any)).
Voting: 6 in favor, 0 against and 0 abstention. Related directors Wang Yusuo, Wang Zizheng, Jiang Chenghong, Zhang Jin, Yu Jianchao and Zheng Hongzhen avoided voting on the proposal.
5. Details of share issuance
(1) Type and par value of issued shares
The type of shares issued in this transaction is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting: 6 in favor, 0 against and 0 abstention. Related directors Wang Yusuo, Wang Zizheng, Jiang Chenghong, Zhang Jin, Yu Jianchao and Zheng Hongzhen avoided voting on the proposal.
(2) Issuing method and object
This transaction adopts the method of non-public offering to specific objects, and the issuing object is ENN technology.
Voting: 6 in favor, 0 against and 0 abstention. Related directors Wang Yusuo, Wang Zizheng, Jiang Chenghong, Zhang Jin, Yu Jianchao and Zheng Hongzhen avoided voting on the proposal.
(3) Pricing base date, pricing basis and issue price
The pricing benchmark date of the shares issued in this transaction is the announcement date of the resolution of the 35th meeting of the ninth board of directors of the listed company considering matters related to this transaction.
According to the relevant provisions of the reorganization management measures, the price of shares issued by a listed company shall not be lower than 90% of the market reference price; The market reference price is one of the average trading prices of the company's shares 20 trading days, 60 trading days or 120 trading days before the pricing benchmark date.
The details of the average stock trading price and 90% of the average trading price in 20 trading days, 60 trading days and 120 trading days before the company's pricing benchmark date are shown in the table below:
The average stock trading price is calculated as 90% (yuan / share) of the average interval trading price (yuan / share)
20 trading days before the pricing benchmark date 19.24 17.32
60 trading days before the pricing benchmark date 19.13 17.22
120 trading days before the pricing benchmark date 18.69 16.82
The calculation formula of the average trading price is: the average trading price of the company's shares on several trading days before the pricing benchmark date = fixed price
Total trading volume of the company's shares on several trading days before the pricing benchmark date / company's shares on several trading days before the pricing benchmark date
Total transaction ticket.
After negotiation between the listed company and the counterparty, it is finally determined that the share issuance price of this transaction is 17.22 yuan
/Shares, no less than 90% of the average trading price of the listed company's shares 60 trading days before the pricing benchmark date.
During the period from the benchmark date of pricing to the issuance of shares, if the listed company has dividend distribution, share distribution, share allotment and capital reserve
In case of ex rights and ex dividend matters such as the conversion of gold into share capital, the share issuance price of this transaction will be subject to the China Securities Regulatory Commission
The relevant rules of the board of directors (hereinafter referred to as "CSRC") and the Shanghai Stock Exchange shall be adjusted. The adjustment formula is as follows:
Assuming that the issue price per share before adjustment is P0, the number of shares given or converted into share capital per share is n, and new shares are issued per share
The number of shares or allotments is k, the new share price or allotment price is a, the dividend per share is D, and the adjusted issue price is
P1 (the adjusted value is kept to two decimal places, and the last one is rounded), then:
Dividend: P1 ＝ P0 － D
Share offering or conversion to share capital: P1 = P0 / (1 + n)
Additional shares or allotment: P1 = (P0 + AK) / (1 + k)
It is assumed that the above three items are carried out at the same time: P1 = (p0-d + AK) / (1 + K + n)
If the CSRC makes policy adjustments to the determination of the issue price, the issue price will be adjusted accordingly. The specific adjustment method shall be subject to the resolutions of the shareholders' meeting or the board of directors of the above municipal company.
Voting: 6 in favor, 0 against and 0 abstention. Related directors Wang Yusuo, Wang Zizheng and Jiang
Cheng Hong, Zhang Jin, Yu Jianchao and Zheng Hongzhen avoided voting on the proposal.
(4) Number of shares issued
The calculation method of the number of issued shares involved in this transaction is: the number of issued shares = based on the issued shares
The transaction consideration / stock issue price paid to the counterparty in copies. The listed company plans to issue
The bank paid 4275 million yuan of the transaction consideration in the form of shares. Calculated according to the issuance price of 17.22 yuan / share, the number of shares to be issued to the counterparty is 248257839, and the final number of shares to be issued is subject to the approval of the CSRC
The number of shares to be determined shall prevail, as follows:
Payment method and amount of consideration for in-process transfer of the counterparty
Number of shares of the company with name No. (10000 yuan) cash consideration amount of shares consideration amount of shares corresponding to share consideration (10000 yuan) (10000 yuan)
1 ENN technology 70.00% 6650 Zhejiang Yasha Decoration Co.Ltd(002375) 004275 Shenzhen Grandland Group Co.Ltd(002482) 57839
2 ENN group 15.00% 1425001425000
3 ENN holdings 5.00% 4750047500 0
During the period from the price fixing base date to the issuance of shares, if a listed company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, the issuance price will be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange, and the issuance quantity will be adjusted accordingly. The specific adjustment method shall be subject to the resolution of the shareholders' meeting or the board of directors of the above municipal company.
If the calculation result of the final issued number of shares in this transaction shows that the number of shares converted is less than one share, it shall be rounded down to shares, and the part less than one share shall be included in the capital reserve.
Voting: 6 in favor, 0 against and 0 abstention. Related directors Wang Yusuo, Wang Zizheng, Jiang Chenghong, Zhang Jin, Yu Jianchao and Zheng Hongzhen avoided voting on the proposal.
(5) Listing location
The listing place of the shares issued in this transaction is Shanghai Stock Exchange.
Voting: 6 in favor, 0 against and 0 abstention. Related directors Wang Yusuo, Wang Zizheng, Jiang Chenghong, Zhang Jin, Yu Jianchao and Zheng Hongzhen avoided voting on the proposal.
(6) Share lock up period
The shares of the listed company acquired by ENN technology in this transaction will not be transferred within 36 months from the date of completion of share issuance (the transfer between different subjects under the control of the same actual controller is not subject to the lock-in period of the shares). After that, it shall be implemented in accordance with the relevant provisions of the CSRC and the stock exchange; Shares bearing interest due to bonus shares, conversion of capital stock and other reasons of listed companies shall also be locked in accordance with the above-mentioned locking period. If the closing price of the shares of the listed company is lower than the offering price for 20 consecutive trading days within 6 months from the date of the issuance of the shares in this transaction, or the closing price is lower than the offering price at the end of 6 months after the date of the issuance of the shares in this transaction, the lock period of the shares of the listed company obtained by ENN technology in this transaction will be automatically extended for at least 6 months.
If the CSRC, Shanghai Stock Exchange and other regulatory authorities or regulatory policies have other requirements on the above lock-in period arrangement, ENN technology agrees to revise and implement the above lock-in period arrangement in accordance with the relevant provisions or requirements of the regulatory authorities or regulatory policies. The shares of listed companies acquired by ENN technology through this exchange will be unlocked in accordance with the laws and regulations in force at that time and the relevant provisions of the Shanghai Stock Exchange after the expiration of the above-mentioned locking period.
Voting: 6 in favor, 0 against and 0 abstention. Related directors Wang Yusuo, Wang Zizheng, Jiang Chenghong, Zhang Jin, Yu Jianchao and Zheng Hongzhen avoided voting on the proposal.
(7) Arrangements for accumulated undistributed profits of listed companies
The accumulated undistributed profits of the company before the completion of the issuance of shares in this transaction will be jointly enjoyed by the new and old shareholders after the completion of the issuance according to the proportion of shares of the listed company they hold.
Voting: 6 in favor, 0 against and 0 abstention. Related directors Wang Yusuo, Wang Zizheng, Jiang Chenghong, Zhang Jin, Yu Jianchao and Zheng Hongzhen avoided voting on the proposal.
6. Payment method
The listed company plans to pay the transaction consideration of the underlying assets to the counterparty by issuing shares and paying cash. The listed company and ENN Tianjin pay the transaction consideration of the underlying assets to the counterparty a total of 8550 million yuan, of which 4275 million yuan is paid by the company in the form of issuing shares, and the remaining 4275 million yuan is paid by ENN Tianjin in cash. If the counterparty increases the capital of the target company during the transition period, the final
