Securities code: Enn Natural Gas Co.Ltd(600803) securities abbreviation: Enn Natural Gas Co.Ltd(600803) Announcement No.: pro 2022027 Enn Natural Gas Co.Ltd(600803)
Announcement on the resolutions of the 24th Meeting of the ninth board of supervisors
The board of supervisors and all supervisors 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") the notice of the 24th Meeting of the 9th board of supervisors was sent by email on April 13, 2022. The meeting was held by means of communication meeting on April 18, 2022 according to the scheduled time. All supervisors of the board of supervisors 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. With the voting consent of the supervisors attending the meeting, the following proposals were considered and passed: 1. The proposal on the company meeting the conditions for issuing shares and paying cash to purchase assets was considered 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 supervisors 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: 3 in favor, 0 against and 0 abstention.
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
On October 26, 2021, the company held the 19th meeting of the ninth board of supervisors, which 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 supervisors agreed to supplement or revise the transaction plan considered and adopted at the 19th meeting of the ninth board of supervisors. The adjusted plan is as follows:
The listed company plans to purchase 90% equity of the target company (hereinafter referred to as "target assets") from the counterparty by issuing shares and paying cash. For this transaction, the board of supervisors 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: 3 in favor, 0 against and 0 abstention.
2. Underlying assets
The underlying assets of this transaction are 90% of the equity of the underlying company held by the counterparty.
Voting: 3 in favor, 0 against and 0 abstention.
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: 3 in favor, 0 against and 0 abstention.
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: 3 in favor, 0 against and 0 abstention.
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: 3 in favor, 0 against and 0 abstention.
(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: 3 in favor, 0 against and 0 abstention.
(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 = the total trading volume 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 pricing benchmark date.
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 / 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.
During the period from the price fixing base date to the issuance of shares, if the listed company has ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, the share issuance price of this transaction will be adjusted in accordance with the relevant rules of China Securities Regulatory Commission (hereinafter referred to as "CSRC") and Shanghai Stock Exchange. 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, the number of new shares or allotments per share is k, the price of new share price or allotment per share is a, the dividend per share is D, and the issue price after adjustment is P1 (the adjusted value retains 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: 3 in favor, 0 against and 0 abstention.
(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 benchmark date of pricing to the issuance of shares, if the listed company has dividend distribution, share distribution, share allotment and capital reserve
Ex rights and ex interest matters such as the conversion of gold into share capital will be handled in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange
The issue price will be adjusted accordingly, and the issue quantity will be adjusted accordingly. The specific adjustment method is that the shareholders of the companies in the above cities are large
The resolution of the board of directors or the board of directors shall prevail.
If the calculation result of the final issued number of shares in this transaction is less than one share, it shall be
Rounded down to shares, and the part less than one share is included in the capital reserve.
Voting: 3 in favor, 0 against and 0 abstention.
(5) Listing location
The listing place of the shares issued in this transaction is Shanghai Stock Exchange.
Voting: 3 in favor, 0 against and 0 abstention.
(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), and then it will 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: 3 in favor, 0 against and 0 abstention.
(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: 3 in favor, 0 against and 0 abstention.
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 difference between the final transaction price and the above transaction consideration shall be paid by ENN Tianjin in cash. Voting: 3 in favor, 0 against and 0 abstention.
7. Attribution of profits and losses of the subject assets from the base date of evaluation to the delivery date
The income generated by the underlying assets from the base date of evaluation to the delivery date shall be enjoyed by ENN Tianjin (if the counterparty increases the capital of the underlying company during the transition period, the transaction price shall be adjusted in accordance with "4. Pricing method, pricing basis and transaction price of the underlying assets" of this proposal), and the losses generated shall be made up by the counterparty to ENN Tianjin. Voting: 3 in favor, 0 against and 0 abstention.
8. Resettlement of personnel related to assets
The underlying asset of this transaction is 90% of the equity of the underlying company, which does not involve the change of employers of employees. The employees originally employed by the underlying company will continue to be employed by the underlying company after the completion date of delivery, and the labor contracts of the above employees will continue to be performed. After the closing of this transaction, the company and ENN Tianjin can re elect and adjust the members of the board of directors and board of supervisors of the target company according to the needs of the target company's governance structure.
Voting: 3 in favor, 0 against and 0 abstention.
9. Performance commitment, asset impairment and compensation
(1) Committed net profit
The counterparty is the compensation obligor of this transaction and promises that the net profit of the target company in 2022, 2023, 2024 and 2025 will not be less than 349.67 million yuan, 639.43 million yuan and 93.3 million yuan respectively
