Securities Announcement No.: 6058
Announcement of resolutions of the 18th meeting of the 5th 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.
1、 Convening and attendance of the meeting
Henan Lantian Gas Co.Ltd(605368) (hereinafter referred to as "the company") the 18th meeting of the 5th board of directors was held in the company's conference room on April 20, 2022, and the meeting notice was sent by telephone on April 15, 2022. The company has 8 directors, and 8 directors actually attended and voted.
The meeting was presided over by Mr. Li Guoxi, chairman of the company, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with relevant laws, regulations and the articles of association.
2、 Deliberation of proposals at the meeting
(I) deliberated and passed the proposal on the company meeting the requirements of laws and regulations related to the issuance of shares to purchase assets and related party transactions
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), and the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring") promulgated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") In accordance with the provisions of laws, regulations, departmental rules and normative documents such as the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and the measures for the administration of securities issuance of listed companies, and in comparison with the conditions for listed companies to issue shares to purchase assets, the board of directors of the company believes that the company meets the requirements and conditions for issuing shares to purchase assets after careful self-examination and demonstration of the actual situation and relevant matters of the company.
Voting results: 7 in favor, 0 against and 0 abstention; Related director libaohua avoided voting. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the company's issuance of shares to purchase assets and related party transactions; 1. Transaction method, underlying assets and counterparty
The company plans to purchase 52% equity of Changge Lantian new energy Co., Ltd. (hereinafter referred to as "Lantian new energy") held by Changge Yulong Industrial Co., Ltd. (hereinafter referred to as "Yulong industry") by issuing shares. The underlying asset of the assets purchased by issuing shares this time is the 52% equity of Lantian new energy (hereinafter referred to as the "underlying asset").
The counterparty of this issuance of shares to purchase assets is Yulong industry.
Voting results: 7 in favor, 0 against and 0 abstention; Li Baohua, a related director, avoided voting. 2. Transaction price and pricing basis
The listed company and the counterparty agree to audit and evaluate the underlying assets on the base date of December 31, 2021. According to the assets appraisal report on the value of all equity of shareholders of Changge Lantian new energy Co., Ltd. involved in Henan Lantian Gas Co.Ltd(605368) proposed acquisition of equity issued by Zhongwei Zhengxin (Beijing) Assets Appraisal Co., Ltd. (Zhongwei Zhengxin pingbao Zi (2022) No. 12006) (hereinafter referred to as the "assets appraisal report"), this appraisal takes December 31, 2021 as the benchmark date, The income method and asset-based method are used to evaluate the 52% equity of Lantian new energy. Finally, the income method evaluation result is selected as the final evaluation conclusion.
The audited total assets of Lantian new energy on the benchmark date are 1075243 million yuan; The total debt is 332841 million yuan; The net assets (owner's equity) is 742402 million yuan. The value of all shareholders' equity assessed by the income method is 770211800 yuan, the added value is 695971600 yuan, and the added value rate is 937.46%. This transaction is based on all the shareholders' rights and interests of Lantian new energy in the asset appraisal report. After negotiation between the transaction parties, the transaction price of 52% equity of Lantian new energy in this transaction is RMB 40 million.
Voting results: 7 in favor, 0 against and 0 abstention; Li Baohua, a related director, avoided voting. 3. Payment method
The company will pay all the transaction consideration of the underlying assets by issuing shares.
Voting results: 7 in favor, 0 against and 0 abstention; Li Baohua, a related director, avoided voting. 4. Type and par value of issued shares
The shares issued this time are RMB ordinary shares (A shares) listed in China, with a par value of 1.00 yuan per share.
Voting results: 7 in favor, 0 against and 0 abstention; Li Baohua, a related director, avoided voting. 5. Distribution mode
The issuance will be completed within 12 months after the approval of the CSRC by means of non-public issuance of shares to specific objects.
6. Distribution object
The issuing object of this issuance is the counterparty.
Voting results: 7 in favor, 0 against and 0 abstention; Li Baohua, a related director, avoided voting. 7. Pricing base date and issue price
The benchmark date for the pricing of shares issued this time is the announcement date of the resolution of the 16th meeting of the Fifth Board of directors of the company. After the coordination of all parties, all parties to the transaction have determined to select 90% of the average trading price of the company's shares 60 trading days before the pricing benchmark date as the pricing basis for the purchase of assets by issuing shares this time. The issue price of the shares to purchase assets is 12.94 yuan / share, which is no less than 90% of the average stock transaction price 60 trading days before the pricing benchmark date.
During the period from the benchmark date of asset pricing for the purchase of shares issued this time to the issue date, if the company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issue price will be adjusted accordingly in accordance with the relevant rules of China Securities Regulatory Commission and Shanghai Stock Exchange.
Voting results: 7 in favor, 0 against and 0 abstention; Li Baohua, a related director, avoided voting. 8. Number of issues
The total number of shares issued this time = the transaction price of the underlying asset ÷ the issue price of this issue. The number of shares issued shall be an integer to the nearest digit; If there is less than one share, Yulong industry voluntarily gives up. The total number of shares finally subscribed multiplied by the difference between the issue price and the transaction price of the underlying asset, and the listed company and Yulong industry agree to give up the difference.
According to the transaction price agreed by all parties to the transaction and the above formula, the number of shares issued under the asset purchase is 30911901, that is, the listed company will issue 30911901 shares to the counterparty to purchase 52% of the equity of Lantian new energy held by it; Both parties confirm that the final number of shares issued in this transaction is subject to the deliberation and approval of the general meeting of shareholders of the listed company and the total number of shares issued approved by the CSRC.
Voting results: 7 in favor, 0 against and 0 abstention; Li Baohua, a related director, avoided voting.
9. Adjustment of issue price and quantity
During the period from the pricing benchmark date of this offering to the completion date of this offering, if the listed company has ex right and ex interest matters such as dividend distribution, share distribution, share allotment, conversion of capital reserve into share capital, the issue price will be adjusted in accordance with laws and regulations, relevant rules of China Securities Regulatory Commission and Shanghai Stock Exchange. The issuing price shall be adjusted according to the following formula, and the calculation method is as follows:
Distribution of stock dividends or conversion of capital reserve into share capital: P1 = P0 / (1 + n);
Allotment: P1 = (P0 + a) × k）／（1＋k）；
The above two items are carried out simultaneously: P1 = (P0 + a) × k）／（1＋n＋k）；
Distribution of cash dividends: P1 ＝ P0 － D;
The above three items shall be carried out simultaneously: P1 = (p0-d + a) × k）／（1＋n＋k）。
Where P0 is the effective issue price before adjustment, n is the share offering rate or share capital conversion rate, K is the share allotment rate, a is the share allotment price, D is the cash dividend per share, and P1 is the effective issue price after adjustment. Voting results: 7 in favor, 0 against and 0 abstention; Li Baohua, a related director, avoided voting. 10. Listing place of issued shares
The shares issued this time will be listed and traded on the Shanghai Stock Exchange.
Voting results: 7 in favor, 0 against and 0 abstention; Li Baohua, a related director, avoided voting. 11. Share locking arrangement
The newly increased shares of the listed company obtained by Yulong industry in this transaction will not be transferred in any way (including but not limited to public transfer through the securities market, block transaction or agreement) within 36 months from the date of listing of such shares. The shares increased due to the bonus shares and capital increase of the listed company will also be locked in accordance with the above-mentioned locking period. If China Securities Regulatory Commission and Shanghai Stock Exchange have more strict regulations and requirements on the sale of shares, the shares of the above listed company subscribed by the counterparty will automatically comply with their regulations and requirements.
Voting results: 7 in favor, 0 against and 0 abstention; Li Baohua, a related director, avoided voting. 12. Profit and loss arrangement during the transition period of the underlying asset
This transaction is a transition period from the evaluation (AUDIT) base date to the delivery date. During the transition period, the gains of blue sky new energy will be owned by the listed company, and the losses will be made up by the counterparty. Such making up obligations will be made up by the counterparty to the listed company in cash according to the proportion of equity sold in this transaction.
Voting results: 7 in favor, 0 against and 0 abstention; Li Baohua, a related director, avoided voting. 13. Accumulated undistributed profit arrangement
After the completion of this transaction, in order to take into account the interests of new and old shareholders, the new and old shareholders of the company jointly enjoy the accumulated undistributed profits before this issuance.
Voting results: 7 in favor, 0 against and 0 abstention; Li Baohua, a related director, avoided voting. 14. Validity of resolution
The resolution of this transaction shall be valid within 12 months from the date of deliberation and adoption of relevant proposals by the general meeting of shareholders. If the company has obtained the approval document of the CSRC for this transaction within the above validity period, the validity period will be automatically extended to the date of completion of this transaction.
All the above proposals need to be submitted to the general meeting of shareholders of the company for deliberation one by one.
(III) deliberating and passing the proposal that this transaction constitutes a connected transaction;
According to the transaction plan and the asset purchase agreement between Henan Lantian Gas Co.Ltd(605368) and Changge Yulong Industrial Co., Ltd., Yulong industry is expected to hold more than 5% of the equity of the listed company after the issuance of shares, and Yulong industry is the related party of the listed company; According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction.
Voting results: 7 in favor, 0 against and 0 abstention; Li Baohua, a related director, avoided voting. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the compliance of this transaction with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies;
The board of directors of the company has carefully analyzed whether this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and believes that this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
Voting results: 7 in favor, 0 against and 0 abstention; Li Baohua, a related director, avoided voting. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the compliance of this transaction with the relevant provisions of the administrative measures for major asset restructuring of listed companies;
The board of directors of the company has carefully analyzed whether the transaction complies with the relevant provisions of the reorganization management measures. The board of Directors believes that the transaction complies with the relevant provisions of the reorganization management measures, as follows:
1. This transaction complies with the relevant requirements specified in Article 11 of the reorganization management measures, as follows: (1) this transaction complies with the national industrial policies and the provisions of laws and administrative regulations on environmental protection, land management, antitrust and so on;
(2) After the completion of this transaction, the total shareholding ratio of public shareholders of the listed company at that time shall not be less than 10% of the total share capital of the listed company after the completion of this transaction. The total share capital, number of shareholders, equity structure and equity distribution of the listed company shall comply with the stock listing conditions stipulated in the securities law and the stock listing rules of Shanghai Stock Exchange, which will not lead to the listed company not meeting the stock listing conditions;
(3) The transaction amount of the underlying assets of this transaction is based on the appraisal value determined in the appraisal report issued by the asset appraisal institution hired by the company. After negotiation between the two parties, the asset pricing is fair and there is no loss
(4) Before the announcement of the resolution of the board of directors, the counterparty has legally owned the complete rights of the underlying assets, and there is no restriction or prohibition on the transfer of the equity of the underlying company. The target company does not have any false capital contribution or affect its legal existence. The ownership of assets involved in this exchange is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor's rights and debts is legal;
(5) This transaction is conducive to the listed company to enhance its sustainable operation ability, and there is no situation that may lead to the listed company's main assets being cash or no specific business after this transaction;
(6) This transaction is conducive to the listed company's independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of listed companies;
(7) This transaction is conducive to the listed company to form or maintain a sound and effective corporate governance structure.
2. This transaction complies with the relevant conditions for issuing shares to purchase assets stipulated in Article 43 of the reorganization management measures, as follows:
(1) This transaction will help the company expand the business area of urban gas business, enhance market influence, improve the asset quality of listed companies, improve financial conditions and enhance sustainable profitability, and help listed companies reduce related party transactions, avoid horizontal competition and enhance independence;
(2) The certified public accountant has issued a standard unqualified audit report on the company's financial report for the most recent year;
(3) The company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or by CSRC for suspected violations of laws and regulations;
(4) The equity ownership of blue sky new energy, the subject company of this transaction, is clear, and there is no situation that the investment is untrue or affects its legal existence, nor is there any situation that restricts or prohibits the transfer. After the completion of this transaction, the target company will become a wholly-owned subsidiary of the company and can complete the ownership within the agreed period
