Henan Lantian Gas Co.Ltd(605368) board of directors
On that this transaction does not constitute the administrative measures for major asset restructuring of listed companies
Description of major asset restructuring as provided in Article 12
Henan Lantian Gas Co.Ltd(605368) (hereinafter referred to as ” Henan Lantian Gas Co.Ltd(605368) ” or “the company”) intends to purchase 52% equity of Changge Lantian new energy Co., Ltd. (hereinafter referred to as “Changge Lantian”) held by Changge Yulong Industrial Co., Ltd. by issuing shares (hereinafter referred to as “this transaction”). After the completion of this transaction, Changge Lantian will become a wholly-owned subsidiary of Henan Lantian Gas Co.Ltd(605368) .
According to the calculation requirements of the reorganization management measures, according to the 2021 audit report and transaction pricing of the listed company, Changge Lantian and Changge linjue Energy Co., Ltd. (hereinafter referred to as “linjue energy”), the relevant financial proportion of this transaction is calculated as follows:
Unit: 10000 yuan
Project: 100% equity of Changge Lantian and 100% equity of linjue energy, accounting for the total proportion of listed companies
The higher of total assets and turnover is 7394447 560.00745044751470884 14.48%
Operating income 3508671339314384798639008941 9.86%
The higher of net assets and turnover is 7394447 560.00745044729088878 25.61%
Note: 1. The 48% equity of Changge Lantian, 100% equity of linjue energy and the underlying assets of this transaction acquired by the listed company in cash in the last 12 months belong to the same or related assets, which shall be calculated cumulatively in accordance with the reorganization management measures;
2. The total assets and net assets of the listed company, Changge Lantian and linjue energy are taken from the audited consolidated balance sheet on December 31, 2021, the net assets are the owner’s equity attributable to the parent company, and the operating income is taken from the audited consolidated income statement of 2021;
3. The transaction volume of 100% equity of Changge Lantian is the sum of the transaction volume of cash acquisition of 48% equity and the transaction volume of this transaction.
The asset transactions of Listed Companies in the last 12 months are as follows:
1. Listed companies acquire 48% equity of Changge Lantian in cash
On December 15, 2021, the 15th meeting of the 5th board of directors of the listed company deliberated and adopted the proposal on acquiring 48% equity of CGN Yulong held by Yulong industry. On December 16, 2021, the listed company signed the equity transfer agreement with Yulong industry. The listed company acquired 48% equity of Changge Lantian held by Yulong industry in cash at a transfer price of 339444700 yuan. On January 16, 2022, Changge Lantian completed the industrial and commercial change registration of the equity transfer.
2. Listed companies acquire 100% equity of linjue energy in cash
On April 2, 2022, the listed company signed the equity transfer agreement with Changge Lianfeng Stainless Steel Co., Ltd., and the listed company purchased 100% of the equity of linjue energy in cash at a transfer price of 5.6 million yuan. On April 20, 2022, linjue energy completed the industrial and commercial change registration of the equity transfer.
The above listed companies’ cash acquisition of 48% equity of Changge Lantian and 100% equity of linjue energy belongs to the acquisition of the same or related assets with this transaction, which must be included in the cumulative calculation scope of this transaction in accordance with the provisions of the reorganization management measures.
After calculation, this transaction does not constitute a major asset restructuring.
It is hereby explained.
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(there is no text on this page, which is the signature page of the statement of Henan Lantian Gas Co.Ltd(605368) board of directors that this transaction does not constitute a major asset reorganization as stipulated in Article 12 of the measures for the administration of major asset reorganization of listed companies)
Henan Lantian Gas Co.Ltd(605368) board of directors April 20, 2022
