Henan Lantian Gas Co.Ltd(605368) board of directors
Description of assets purchased and sold within 12 months before this transaction
Henan Lantian Gas Co.Ltd(605368) (hereinafter referred to as ” Henan Lantian Gas Co.Ltd(605368) ” or “listed company”) intends to purchase 52% of the equity of Changge Lantian new energy Co., Ltd. (hereinafter referred to as “Changge Lantian”) held by it from Changge Yulong Industrial Co., Ltd. (hereinafter referred to as “this transaction” or “this reorganization”) by issuing shares. After the completion of this transaction, Changge Lantian will become a wholly-owned subsidiary of Henan Lantian Gas Co.Ltd(605368) .
In accordance with 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 standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies (revised in 2022), the listed companies made the following explanations on the purchase and sale of assets within 12 months before the transaction:
(I) asset transactions of Listed Companies in the last 12 months
1. Cash acquisition of 48% equity of Changge Lantian
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.
The above assets acquired by the listed company in cash and the subject assets of this reorganization are the same subject company.
2. Cash purchase of 100% equity of Changge linjue Energy Co., Ltd. (hereinafter referred to as “linjue energy”). 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% 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.
Yue Pengtao, the actual controller of linjue energy acquired by the listed company in cash, is the son of Yue Chaoren, the actual controller of Yulong industry.
To sum up, in the first 12 months of this transaction, the listed company purchased 48% equity of Changge Lantian and 100% equity of linjue energy in cash. The two transactions and this transaction belong to the acquisition of the same or related assets, which must be included in the cumulative calculation scope of this transaction in accordance with the provisions of the reorganization management measures.
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(there is no text on this page, which is the signature page of the instructions of Henan Lantian Gas Co.Ltd(605368) board of directors on the purchase and sale of assets within 12 months before the transaction)
Henan Lantian Gas Co.Ltd(605368) board of directors April 20, 2022
