Securities code: Henan Lantian Gas Co.Ltd(605368) securities abbreviation: Henan Lantian Gas Co.Ltd(605368) Announcement No.: 2022034 Henan Lantian Gas Co.Ltd(605368)
Announcement on diluted immediate return and filling measures of this transaction
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.
Henan Lantian Gas Co.Ltd(605368) (hereinafter referred to as " Henan Lantian Gas Co.Ltd(605368) ", "listed company" and "company") intends to purchase 52% equity of Changge Lantian new energy Co., Ltd. (hereinafter referred to as "Changge Lantian") from Changge Yulong Industrial Co., Ltd. by issuing shares (hereinafter referred to as "this transaction" or "this reorganization"). After the completion of this transaction, Changge Lantian will become a wholly-owned subsidiary of Henan Lantian Gas Co.Ltd(605368) .
According to the relevant requirements of the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to the diluted immediate return of initial public offering, refinancing and major asset restructuring (CSRC notice [2015] No. 31), the company explains the diluted immediate return and filling measures of this transaction as follows:
1、 The impact of diluted immediate return of this restructuring on the company's earnings per share index
According to the reference review report on this restructuring issued by ZTE caiguanghua Certified Public Accountants (special general partnership) and the audit report of Henan Lantian Gas Co.Ltd(605368) 2021, the main financial data of the company before and after the completion of this restructuring are compared as follows:
2021 (before restructuring) 2021 (after restructuring)
Net profit attributable to shareholders of the parent company (10000 yuan) 42088324534056
Share capital (10000 shares) 46270204936139
Basic earnings per share (yuan / share) 0.92 0.93
After the completion of this reorganization, the net profit and basic earnings per share of the Listed Company attributable to the shareholders of the parent company will increase. This reorganization is conducive to enhancing the company's sustainable profitability, protecting the interests of public shareholders, and will not lead to the dilution of the company's immediate return.
2、 Measures of listed companies on filling returns
(I) consolidate core business and expand upstream and downstream industrial chains
The company will firmly base itself on the field of gas, take continuous strengthening of core business as the development center, actively expand and extend the upstream and downstream industrial chain, develop value-added services and expand the extension of gas services. On the existing basis, the company will vigorously develop the market, enhance the operation capacity of pipe network, strengthen upstream cooperation, and continue to develop new customers on the basis of consolidating the original customers.
Upstream gas source: the company will actively negotiate with upstream natural gas suppliers such as PetroChina to win the support of Henan development and Reform Commission to ensure the stability of natural gas source. At the same time, strengthen the consultation with other natural gas suppliers and broaden the channels of gas source guarantee. In the context of the gradual liberalization of upstream exploration and development and third-party access to pipe network facilities, the country has formed a resource guarantee for the gas distribution business by extending to the upstream industry.
Downstream market: on the one hand, expand the gas supply area through the construction of pipe network, explore the market and improve the sales scale of pipeline natural gas; On the other hand, M & A is used to acquire downstream urban gas companies, further expand the downstream urban gas business field and strengthen the market competitiveness of urban gas business.
(II) strictly implement the dividend distribution policy to ensure the stable return of shareholders
The company implements an active, sustainable and stable profit distribution policy, attaches importance to the reasonable investment return to investors, and takes into account the actual operation and sustainable development of the company. The articles of Association defines the principle of profit distribution, the form and proportion of profit distribution, the time of profit distribution, the decision-making mechanism and procedure of profit distribution, and the formulation and adjustment mechanism of profit distribution policy. In the future, the company will strictly implement the dividend policy, strengthen the protection mechanism of investors' rights and interests, and effectively protect the legitimate rights and interests of investors.
(III) strengthen operation management and internal control and improve corporate governance
The company will strictly comply with the requirements of laws, regulations and normative documents such as the company law, the securities law and the guidelines for the governance of listed companies, constantly improve the corporate governance structure, ensure that shareholders can fully exercise their rights, ensure that the board of directors can exercise its powers and make decisions in accordance with laws, regulations and the articles of association, ensure that independent directors can earnestly perform their duties and safeguard the overall interests of the company and the legitimate rights and interests of shareholders, Ensure that the board of supervisors can independently and effectively exercise the right to supervise and inspect the directors, senior managers and the company's finance, and provide institutional guarantee for the development of the company.
3、 The commitment of the controlling shareholders, actual controllers, directors and senior managers of the company that the company's compensation and return measures can be effectively implemented
(I) commitments of controlling shareholders and actual controllers
In order to ensure that the filling measures for diluting the immediate return of the company's issuance are effectively implemented, Li Xinhua, the controlling shareholder and actual controller of the company, made the following commitments:
Do not interfere with the operation and management activities of the company beyond its authority, and do not encroach on the interests of the company.
If the company / person violates the above commitments or refuses to fulfill the above commitments, the company / person agrees to impose relevant penalties or take relevant management measures on the company / person in accordance with the relevant regulations and rules formulated or issued by the securities regulatory authorities such as China Securities Regulatory Commission and Shanghai Stock Exchange.
(II) commitment of directors and senior managers
The directors and senior managers of the company promise to perform their duties faithfully and diligently, and make the following commitments to ensure that the company's immediate return measures can be effectively implemented:
1. Do not transfer benefits to other units or individuals free of charge or under unfair conditions, and do not damage the interests of the company in other ways;
2. Restrict their own job consumption behavior;
3. Do not use the company's assets to engage in investment and consumption activities unrelated to the performance of their duties;
4. The remuneration system formulated by the company's board of directors or the remuneration and assessment committee is linked to the implementation of the company's compensation and return measures;
5. If the company implements the equity incentive plan in the future, the exercise conditions of the future equity incentive plan will be linked to the implementation of the company's filling return measures.
If I violate the above commitments or refuse to fulfill the above commitments, I agree to impose relevant penalties or take relevant management measures on me in accordance with the relevant regulations and rules formulated or issued by the securities regulatory authorities such as China Securities Regulatory Commission and Shanghai Stock Exchange.
It is hereby announced.
Henan Lantian Gas Co.Ltd(605368) board of directors April 21, 2022
