Stock Code: Henan Lantian Gas Co.Ltd(605368) stock abbreviation: Henan Lantian Gas Co.Ltd(605368) listing place: Shanghai Stock Exchange Henan Lantian Gas Co.Ltd(605368)
Equity change report
Name of listed company: Henan Lantian Gas Co.Ltd(605368)
Stock abbreviation: Henan Lantian Gas Co.Ltd(605368)
Stock Code: Henan Lantian Gas Co.Ltd(605368)
Listing place: Shanghai Stock Exchange
Information disclosure obligor: Changge Yulong Industrial Co., Ltd
Address: west side of Ducun Temple section of national highway 107, Changge City
Mailing address: west side of Ducun Temple section of national highway 107, Changge City
Nature of equity change: increase
Date of signature: April 2022
Statement of information disclosure obligor
1、 This report is prepared in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 - Report on changes in equity, and other relevant laws, regulations and departmental rules. 2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
3、 In accordance with the provisions of the securities law of the people's Republic of China and the measures for the administration of the acquisition of listed companies, this report has fully disclosed the changes in the shares in which the information disclosure obligor has an interest in Henan Lantian Gas Co.Ltd(605368) .
As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligors and their persons acting in concert have not increased or reduced their shares in Henan Lantian Gas Co.Ltd(605368) by any other means.
4、 This equity change is that Henan Lantian Gas Co.Ltd(605368) plans to issue shares to the information disclosure obligor to purchase assets, resulting in an increase of more than 5% of the shares of the listed company held by the information disclosure obligor. The procedures to be performed in this reorganization include the deliberation and approval of the shareholders' meeting of the listed company and the approval of the CSRC.
5、 This equity change is based on the information contained in this report. Except for the information disclosure obligor, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
6、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
catalogue Section 1 interpretation Section 2 introduction of information disclosure obligors Section III purpose of equity change Section IV equity change method 8 section V Trading of listed shares within the first six months Section VI other major matters Section VII documents for future reference 14. Statement of information disclosure obligor and principal responsible person 15 attached table: short form equity change report seventeen
Section I interpretation
Unless otherwise specified, the following abbreviations have the following meanings in this report:
This report refers to Henan Lantian Gas Co.Ltd(605368) simplified equity change report
Information disclosure obligor / Yulong industry refers to Changge Yulong Industry Co., Ltd
Henan Lantian Gas Co.Ltd(605368) / listed company refers to Henan Lantian Gas Co.Ltd(605368)
Changge Lantian / target company refers to Changge Lantian new energy Co., Ltd
This restructuring / transaction means that Henan Lantian Gas Co.Ltd(605368) intends to issue shares to Yulong industry to purchase 52% of the equity of Changge Lantian held by it
The transaction target / target asset refers to the 52% equity of Changge Lantian
Zhongwei appraisal refers to Zhongwei Zhengxin (Beijing) Assets Appraisal Co., Ltd
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Yuan refers to RMB unless otherwise specified
If there is any difference in the mantissa between the sum of some total figures and each detailed figure in this report, these differences are caused by rounding.
Section II introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
Company name: Changge Yulong Industrial Co., Ltd
Corporate limited liability company (unlisted, invested or controlled by natural persons)
Date of establishment: November 11, 1996
Registered capital: 50 million yuan
Legal representative: Yue Chaoren
Address: west side of Ducun Temple section of national highway 107, Changge City
Main office location: west side of Ducun Temple section of national highway 107, Changge City
Unified social credit code 91411000174403723l
Long term business term
Names of shareholders: Yue Chaoren, Wang Changhong, Tian Baozhen, Yang Yunchao, Chen constitutional law, Yang Tingjian
Sales of mechanical and electrical products, instruments and meters, mechanical equipment, plastic products, department stores and clothing; Natural gas pipeline transmission and supply (certificate operation); Steel structure manufacturing and sales; Business scope of stainless steel products sales; Real estate development and sales; House leasing; Sales of building materials; Sales of automobiles, new energy automobiles and auto parts; Vehicle maintenance; Car decoration; Used car distribution; Automobile inspection service; Food and Beverages; Logistics agency services.
Tel: 03746165529
2、 Main responsible personnel of information disclosure obligor
The basic information of the main responsible personnel of Yulong industry is as follows:
Name: Yue Chaoren, Dai Xiaowei
Gender male
Position of the company chairman, legal representative and chief financial officer
Nationality: China
Long term residence: Xuchang, Henan
Whether to obtain other countries no
Or regional residency 3. The shares of the information disclosure obligor in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company
As of the signing date of this report, the information disclosure obligor does not have the situation that the shares with interests in other listed companies at home and abroad reach or exceed 5% of the issued shares of the company.
Section III purpose of equity change
1、 Purpose of this equity change
This equity change is that Henan Lantian Gas Co.Ltd(605368) plans to issue shares to the information disclosure obligor to purchase assets, resulting in an increase of more than 5% of the shares of the listed company held by the information disclosure obligor.
Henan Lantian Gas Co.Ltd(605368) plans to issue shares to purchase 52% equity of Changge Lantian held by Yulong industry. The target company of this reorganization, Changge Lantian, is mainly engaged in the urban gas business in Changge City, Henan Province, and is located downstream of the natural gas industry chain. After the completion of this reorganization, Changge Lantian will become a wholly-owned subsidiary of the listed company. Through this reorganization, listed companies will deepen the downstream layout of natural gas and give play to the synergy between the middle and lower reaches; Integrate market resources and expand the operation area of urban gas business; Increase profit scale and enhance sustainable profitability. 2、 Whether the information disclosure obligor intends to continue to increase its shares in the listed company in the next 12 months
As of the signing date of this report, the information disclosure obligor has no plan to continue to increase its shares in the listed company in the next 12 months.
Section IV changes in equity
1、 Changes in equity shares held by information disclosure obligors in Listed Companies
(I) before this equity change
Before this equity change, the information disclosure obligor did not hold shares with interests in the listed company. (II) after this equity change
After this equity change, the information disclosure obligor holds 3091190100 RMB common shares of the listed company, accounting for 6.26% of the issued shares of the listed company. 2、 Method of this equity change
This equity change is that Henan Lantian Gas Co.Ltd(605368) intends to issue shares to Yulong industry to purchase 52% equity of Changge Lantian held by it, and does not involve supporting raised funds. After the completion of this transaction, Changge Lantian will become a wholly-owned subsidiary of Henan Lantian Gas Co.Ltd(605368) as follows:
(I) overview of the reorganization plan
1. Transaction mode
In this transaction, the listed company plans to purchase 52% equity of Changge Lantian held by Yulong industry by issuing shares, with a transaction amount of 400 million yuan. All listed companies pay by issuing shares, and the number of shares paid by shares is 3091190100.
2. Pricing basis and transaction price of the underlying assets
The price of the underlying assets of this transaction is based on the evaluation value determined by the asset evaluation institution that meets the requirements of the securities law, and is finally determined by the parties to the transaction through negotiation.
Zhongwei appraisal takes December 31, 2021 as the appraisal base date, adopts the asset-based method and income method to evaluate the value of all equity of shareholders of Changge Lantian, and issues the asset appraisal report of Changge Lantian (Zhongwei Zhengxin pingbao Zi (2022) No. 12006).
Appraisal result of income method: after appraisal, taking December 31, 2021 as the appraisal base date, the appraisal value of all shareholders' equity of Changge Lantian is 770211800 yuan, the appraisal value-added is 695971600 yuan, and the appreciation rate is 937.46%. Appraisal result of asset-based method: after appraisal, taking December 31, 2021 as the appraisal base date, the appraisal value of all shareholders' equity of Changge Lantian is 712744200 yuan, with an appraisal appreciation of 638544 million yuan and an appreciation rate of 860.05%. The appraisal value of 7702118 million yuan by income method is selected as the final appraisal conclusion of this transaction.
This transaction is based on all the shareholders' rights and interests of Changge Lantian in the evaluation report issued by Zhongwei appraisal. After negotiation between the transaction parties, the price of all the shareholders' rights and interests of Changge Lantian is 769230800 yuan, and the transaction price of 52% equity of Changge Lantian in this transaction is 400 million yuan.
3. Price and pricing basis of issued shares
The pricing benchmark date of the issued shares is the announcement date of the resolution of the 16th meeting of the Fifth Board of directors of the company, and the issue price is 12.94 yuan / share, which is no less than 90% of the average trading price of A-Shares of the company 60 trading days before the pricing benchmark date.
According to the 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 announcement date of the resolution of the board of directors to purchase assets by issuing shares".
The average trading price of the company's shares 20 trading days, 60 trading days and 120 trading days before the benchmark date of asset pricing for the purchase of shares issued this time is as follows:
The average stock trading price is calculated as 90% (yuan / share) of the average interval trading price (yuan / share)
14.48 13.03 in the first 20 trading days
14.37 12.93 in the first 60 trading days
15.07 13.56 in the first 120 trading days
Note: the average trading price of the company's shares n trading days before the pricing benchmark date = the total trading volume of the company's shares n trading days before the pricing benchmark date / the total trading volume of the company's shares n trading days before the pricing benchmark date.
The trading parties conducted business negotiations in accordance with the fair and voluntary market-oriented principle, took into account the interests of all parties, and determined that the price of the shares issued in this reorganization was 12.94 yuan / share, taking into account the existing assets and income of the listed company, the profitability of the underlying assets, the fluctuation of the stock market and other factors.
During the period from the pricing benchmark date to the issuance date, if the listed company has matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance price will be adjusted accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange; If the CSRC makes policy adjustments to the determination of the issuance price, the trading parties shall negotiate with reference to such policies to adjust the issuance price and quantity accordingly.
(II) approval procedures that have been performed and have not been performed in this reorganization
1. This time
