Stock Code: Enn Natural Gas Co.Ltd(600803) stock abbreviation: Enn Natural Gas Co.Ltd(600803) listing place: Shanghai Stock Exchange Enn Natural Gas Co.Ltd(600803)
Issuing shares and paying cash to purchase assets
And related party transaction report (Draft)
Category counterparty name
Xinao Technology Development Co., Ltd
Issue shares and pay cash to purchase assets of ENN Group Co., Ltd
Counterparty
Xinao holding Investment Co., Ltd
Independent financial advisor
April, 2002
Company statement
The company and all directors, supervisors and senior managers guarantee that there are no false records, misleading statements or major omissions in the contents of this report and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
The legal representative of the company, the person in charge of accounting and the person in charge of the accounting organization guarantee that the financial and accounting data in this report and its summary are true, accurate and complete.
The matters stated in this report and its summary do not represent the substantive judgment, confirmation or approval of the CSRC and Shanghai Stock Exchange on matters related to this major asset restructuring. The entry into force and completion of the matters related to this major asset restructuring described in this report and its summary have yet to be approved by the CSRC.
The controlling shareholders, directors, supervisors and senior managers of the company promise that if the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by the judicial organ or the CSRC, the transfer of shares with interests in the listed company will be suspended until the conclusion of the case investigation is clear, And submit the written application for suspension of transfer and the stock account to the board of directors 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 board of directors; 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 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 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. If the investigation conclusion finds that there are violations of laws and regulations, promise to lock in the shares and voluntarily use them for compensation arrangements for relevant investors.
When evaluating the reorganization of the company, investors should carefully consider the risk factors disclosed in this report in addition to other contents of this report and relevant documents disclosed at the same time with this report. After the completion of this transaction, the company shall be responsible for the changes of the company's operation and income; The investor shall be responsible for the investment risk caused by this transaction.
If investors have any questions about this report, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
Counterparty statement
The counterparty of this major asset reorganization has issued a letter of commitment, promising to provide the listed company with the relevant information of this reorganization in time, ensure the authenticity, accuracy and integrity of the information provided, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity 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 bear corresponding legal liabilities according to law.
If the reorganization is filed for investigation by the judicial organ or by the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, the transfer of shares with interests in the listed company (if any) will be suspended until the conclusion of the case investigation is clear.
Statement of relevant securities service institutions and personnel
The independent financial advisers China Securities Co.Ltd(601066) , Citic Securities Company Limited(600030) , legal advisers, Beijing Guofeng law firm, audit institution Zhongxi Certified Public Accountants (special general partnership), asset appraisal institution Zhonglian asset appraisal group Co., Ltd. and the handling personnel of the above institutions guarantee the authenticity, accuracy and completeness of the transaction application documents. If there are false records, misleading statements or major omissions in the transaction application documents, If the relevant securities service institutions fail to perform their duties diligently, they will bear joint and several liability for compensation.
Tips on major issues
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the "interpretation" of this report. The company reminds investors to carefully read this report and pay special attention to the following matters: I. This transaction plan
The listed company plans to purchase 90% of the equity of ENN Zhoushan held by ENN technology, ENN group and ENN holdings by issuing shares and paying cash. Among them, the listed company plans to issue shares to ENN technology to purchase 45% of the equity of ENN Zhoushan held by it, and plans to pay cash to ENN technology, ENN group and ENN holdings to purchase 25%, 15% and 5% of the equity of ENN Zhoushan held by it respectively, The cash consideration shall be paid by Xinao Tianjin, a wholly-owned subsidiary of the listed company. After the completion of this transaction, the listed company will indirectly hold the above 90% equity of ENN Zhoushan through its wholly-owned subsidiary ENN Tianjin.
According to the assets appraisal report (zlpbz [2022] No. 999) issued by Zoomlion appraisal, as of the benchmark date of December 31, 2021, the appraisal value of 100% equity of the target company is 9528 million yuan, and the appraisal value of 90% equity of the corresponding target company is 8575.2 million yuan. After friendly negotiation between all parties to the transaction, the transaction price is determined to be 8550 million yuan. 2、 This transaction constitutes a connected transaction
The counterparties of this transaction, ENN technology, ENN group and ENN holdings, are controlled by the same actual controller as the listed company and are related parties of the listed company. According to the relevant provisions of the stock listing rules, this transaction constitutes a connected transaction. According to the stock listing rules, when the board of directors of the listed company deliberated on the proposals related to this transaction, the related directors have avoided voting; When the general meeting of shareholders is held to consider the proposals related to this transaction, the related shareholders will avoid voting. 3、 This transaction constitutes a major asset restructuring
In this transaction, the listed company plans to acquire 90% equity of ENN Zhoushan.
According to the measures for the administration of reorganization, if a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amount shall be calculated based on its cumulative number. If the underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, they can be recognized as the same or related assets.
On November 17, 2021, the company held the 37th meeting of the ninth board of directors, which deliberated and approved the proposal on the purchase of equity and related party transactions by holding subsidiaries. The company plans to purchase 100% equity of Langfang ENN Gaobo Technology Co., Ltd. (hereinafter referred to as "Gaobo technology") held by ENN high tech Industry Co., Ltd. the transaction price is determined to be 617684 million yuan through negotiation on the basis of reference to the assessed value.
Since the above assets and the subject assets of this transaction are owned or controlled by the same controlling party, they shall be included in the cumulative calculation of this transaction according to Article 14 of the reorganization management measures. In combination with the above asset acquisition, the proportion of the total assets, net assets and operating income of the latest accounting year of the audited consolidated financial statements of the listed company to the relevant indicators of the audited consolidated financial statements of the listed company in the latest accounting year is as follows:
Unit: 10000 yuan
Transaction this transaction is the same as the amount of the target company of the listed company acquired in 12 months according to the latest calculated index financial data or the cumulative amount of relevant assets
Total assets 12793392732394855 Anhui Ankai Automobile Co.Ltd(000868) 8626.79%
Net assets: 28865 thousand
Operating income 11591963137737 - 1377371.19%
According to the provisions of the reorganization management measures, this transaction constitutes a major asset reorganization. At the same time, this transaction involves issuing shares to specific objects to purchase assets. According to the measures for the administration of reorganization, this transaction must be submitted to the review committee of mergers and acquisitions of listed companies of the CSRC for review and approved by the CSRC before implementation. 4、 This transaction does not constitute reorganization and listing
Before this transaction, the actual controller of the listed company in the last 36 months was Wang Yusuo. This transaction will not lead to the change of the actual controller of the listed company. After the transaction is completed, the actual controller of the listed company is still Wang Yusuo. According to the relevant provisions of the reorganization management measures, this transaction does not constitute the reorganization and listing specified in Article 13 of the reorganization management measures. 5、 Specific scheme for issuing shares and paying cash to purchase assets
The underlying asset of this transaction is 90% equity of ENN Zhoushan. Among them, the listed company plans to issue shares to ENN technology to purchase 45% equity of ENN Zhoushan it holds, and plans to pay cash to ENN technology, ENN group and ENN holdings to purchase 25%, 15% and 5% equity of ENN Zhoushan it holds respectively. The cash consideration is paid by ENN Tianjin, a wholly-owned subsidiary of the listed company. The details of issuing shares and paying cash to purchase assets in this transaction are as follows:
Unit: 10000 yuan
Share holding amount paid by share to share ratio amount paid by cash to price paid by transaction consideration in proportion to cash consideration serial number
1 ENN technology 70.00% 66500000 45.00% 42750000 25.00% 23750000
2 ENN group 15.00% 14250000 -- 15.00% 14250000
3 ENN holdings 5.00% 4750000 -- 5.00% 4750000
Total 90.00% 85500000 45.00% 42750000 45.00% 42750000
(I) issuing shares to purchase assets
The listed company plans to purchase 45% equity of ENN Zhoushan held by ENN technology by issuing shares. Taking December 31, 2021 as the base date, the transaction consideration of the 45% equity is 4275 million yuan.
1. Type, par value and listing place of issued shares
The type of shares to be issued in this transaction is RMB A-share ordinary shares, with a par value of 1.00 yuan per share, and the listing place is Shanghai Stock Exchange.
2. Pricing base date, pricing basis and issue price
The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the board of directors of the listed company to review the transaction for the first time, that is, the announcement date of the resolution of the 35th meeting of the ninth board of directors of the listed company.
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 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 = the total trading volume of the company's shares on several trading days before the resolution announcement date / the total trading volume of the company's shares on several trading days before the resolution announcement date.
After calculation, the optional market reference price for the listed company to purchase assets by issuing shares this time is:
Unit: yuan / share
Market reference price: 90% of the average transaction price
19.24 17.32 in the first 20 trading days
19.13 17.22 in the first 60 trading days
18.69 16.82 in the first 120 trading days
After negotiation between the parties to the transaction, the listed company determined that the issue price of the issued shares to purchase assets is 17.22 yuan / share, which is no less than 90% of the average trading price of the listed company's shares 60 trading days before the pricing benchmark date.
From the base date of pricing to the date of issuance, if a listed company has ex rights and ex interest behaviors such as dividend distribution, bonus shares, conversion of share capital or allotment of shares, it will follow the following formula
