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)
Summary of the report on issuing shares to purchase assets and related party transactions (Draft)
Project name
Counterparty: Changge Yulong Industrial Co., Ltd
Independent financial advisor
Date of signature: April, 2002
Statement and commitment
1、 Company statement
The company and all directors, supervisors and senior managers guarantee that there are no false records, misleading statements or major omissions in the information disclosure and application documents of this reorganization, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided. All directors, supervisors and senior managers of the company promise not to transfer their shares in Henan Lantian Gas Co.Ltd(605368) until the investigation conclusion of the case is clear if the reorganization is filed for investigation by the judicial organ or the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting organization shall ensure that the financial and accounting materials in the restructuring report and its abstract are true, accurate and complete.
The effectiveness and completion of this reorganization still need to be approved and approved by the relevant examination and approval authorities. Any decision or opinion made by the examination and approval authority on this reorganization does not indicate that it makes a substantive judgment or guarantee on the value of the company's shares or the income of investors. Any statement to the contrary is a false statement.
After the completion of this reorganization, the company shall be responsible for the changes of the company's operation and income; The investors shall be responsible for the investment risks caused by this restructuring.
If investors have any questions about the restructuring report and its summary, they should consult their own stockbroker, lawyer, professional accountant or other professional consultants. 2、 Counterparty commitment
Yulong industry, the counterparty of this restructuring, promises:
1. The company will timely provide the listed company with the information related to the reorganization, and ensure that the information provided is true, accurate and complete without false records, misleading statements or major omissions. If the information provided has false records, misleading statements or major omissions, and causes losses to the listed company or investors, the company will be liable for compensation according to law.
2. The company guarantees to provide all intermediaries and listed companies involved in this restructuring with information and documents related to this transaction (including but not limited to original written materials, duplicate materials, etc.). The copies or copies of documents and materials are consistent with the original or original, and the signatures and seals of such documents and materials are authentic. The signatories of such documents are legally authorized and effectively sign such documents; Ensure that all materials and relevant information provided are true, accurate and complete without any false records, misleading statements or major omissions, and bear corresponding legal liabilities for the authenticity, accuracy and completeness of such materials and relevant information.
3. If the reorganization is filed for investigation by the judicial organ or the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, the company will not transfer the shares with interests in the listed company until the conclusion of the case investigation is clear; And submit the written application for suspension of transfer and the stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on behalf of the company; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit the account information of the company to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit the account information of the company to the stock exchange and the registration and settlement company, it authorizes the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, the company promises to lock in shares and voluntarily use them for compensation arrangements for relevant investors.
4. The company promises that if it violates the above guarantee and statement, it will bear individual and joint legal liabilities. 3、 Intermediary commitment
The intermediaries China Merchants Securities Co.Ltd(600999) , Junzhi law firm, ZTE caiguanghua office and Zhongwei of this reorganization promise that the relevant documents provided by the company / in this reorganization application document are true, accurate and complete, without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity. If there are false records, misleading statements or major omissions in the reorganization application documents, the company / exchange will bear joint and several liability for compensation if it fails to be diligent and responsible.
catalogue
Statements and commitments 1. The company declares that 1 II. The counterparty promises 1 III. intermediary commitment 2 catalog 3 interpretation 5. Tips on major issues 8 I. overview of this transaction plan 8 II. This transaction constitutes a connected transaction and does not constitute a major asset reorganization and reorganization listing VIII. Appraisal of the underlying assets 9 IV. brief information of issuing shares and paying cash to purchase assets 9 v. evaluation and valuation of transaction subject matter Vi. impact of this restructuring on listed companies 12 VII. Decision making process and approval of this transaction VIII. Important commitments made by relevant parties in this restructuring IX. principled opinions of the controlling shareholders of the listed company on this reorganization 10. The share reduction plan of the controlling shareholders, directors, supervisors and senior managers of the listed company from the date of resumption of the reorganization to the completion of the implementation 11. Arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring 19 12. After the completion of this reorganization, the listed company still meets the listing conditions 21 XIII. Recommendation business qualification of independent financial adviser 21 major risk tips 23 I. risks related to this transaction 23 II. Operating risks of the target company 24 III. other risks twenty-seven
Section 1 transaction Overview 28 I. background and purpose of this transaction 28 II. Decision making process and approval of this transaction 30 III. specific scheme of this transaction 31 IV. impact of this restructuring on listed companies 34 V. This transaction constitutes a connected transaction 35 VI. this transaction does not constitute a major asset restructuring 35 VII. This transaction does not constitute reorganization and listing thirty-six
interpretation
Unless otherwise specified, the following abbreviations have the following meanings in the summary of this report:
The summary of this report refers to the summary of the report (Draft) of Henan Lantian Gas Co.Ltd(605368) issuing shares to purchase assets and related party transactions
Restructuring report refers to the report of Henan Lantian Gas Co.Ltd(605368) issuing shares to purchase assets and related party transactions (Draft)
Henan Lantian Gas Co.Ltd(605368) / company / the company / refers to Henan Lantian Gas Co.Ltd(605368) city company
Yunan pipeline refers to Henan Yunan Gas Pipeline Co., Ltd., the predecessor of the company
Changge Lantian / target company refers to Changge Lantian new energy Co., Ltd., formerly known as CGN Yulong (Henan) new energy Co., Ltd
Yulong industry / counterparty refers to Changge Yulong Industry Co., Ltd., the shareholder of Changge Lantian
CGN group refers to Cgn Power Co.Ltd(003816) Group Co., Ltd., the former group company of Changge Lantian
Linjue energy refers to Changge linjue Energy Co., Ltd., a related party of Changge Lantian
Yunan gas refers to Henan Yunan Gas Co., Ltd., a Henan Lantian Gas Co.Ltd(605368) wholly-owned subsidiary
Xinchang gas refers to Henan Lantian Xinchang Gas Co., Ltd., a Henan Lantian Gas Co.Ltd(605368) wholly-owned subsidiary
Lantian group refers to Henan Lantian Group Co., Ltd., the controlling shareholder of Henan Lantian Gas Co.Ltd(605368)
Lantian investment refers to Henan Lantian Energy Investment Co., Ltd., the controlling shareholder of Lantian group
Guangshan Yiguang Industrial Group Co., Ltd., a wholly-owned subsidiary of Lantian investment, is the original shareholder of the company.
In November 2007, the name was changed to Guangshan Yiguang Industrial Co., Ltd; In January 2010, the name was changed to Guangshan Yiguang Real Estate Co., Ltd; In June 2013, the name was changed to Guangshan Yiguang Trading Co., Ltd; Cancelled on January 23, 2017
This transaction / reorganization refers to Henan Lantian Gas Co.Ltd(605368) plans to issue shares to Yulong industry to purchase 52% equity of Changge Lantian held by it
The transaction target / target asset refers to the 52% equity of Changge Lantian
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 reorganization management measures refer to the measures for the management of major asset reorganization of listed companies (revised in 2022)
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange (revised in 2022)
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
The delivery date refers to the industrial and commercial registration date on which Changge Lantian completes the equity transfer to the name of the listed company
The agreement on purchasing assets by issuing shares refers to the agreement on purchasing assets by issuing shares between Henan Lantian Gas Co.Ltd(605368) and Changge Yulong Industrial Co., Ltd
The performance commitment and compensation agreement between Henan Lantian Gas Co.Ltd(605368) and Changge Yulong Industrial Co., Ltd. refers to the performance commitment and compensation agreement of the limited company on Henan Lantian Gas Co.Ltd(605368) issuing shares to purchase assets
The asset appraisal report of Changge Lantian, which Henan Lantian Gas Co.Ltd(605368) plans to acquire Yulong Industrial shares in Changge City, refers to the asset appraisal report on the value of all equity of the company's shareholders involved in the 52% equity of Changge Lantian new energy Co., Ltd. held by the company
Independent financial advisor / China Merchants Securities Co.Ltd(600999) refers to China Merchants Securities Co.Ltd(600999)
Legal adviser / Junzhi law firm refers to Beijing Junzhi law firm
Audit institution / ZTE caiguanghua Certified Public Accountants (special general partnership)
Asset appraisal institution / Zhongwei appraisal refers to Zhongwei Zhengxin (Beijing) Asset Appraisal Co., Ltd
The appraisal base date / transaction base date refers to December 31, 2021
The last two years / reporting period refers to 2020 and 2021
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Natural gas refers to the combustible mixed gas formed and migrated under different geological conditions and stored in underground structures under certain pressure. Its chemical composition is mainly methane
Liquefied natural gas is called liquefied natural gas. When the natural gas is cooled to about - 162 ℃, it changes from gaseous state to liquid state. The volume of bulk LNG is about 1 / 600 of the volume in the original gaseous state, and the weight is only about 45% of the accumulated water in the same body; One ton of liquefied natural gas (LNG) is about 1400 standard cubic meters of natural gas (gaseous) at 20 degrees Celsius
Compressed natural gas (compressed natural gas), compressed to a pressure greater than CNG, refers to gaseous natural gas equal to or equal to 10MPa and not greater than 25MPa, vehicle CNG
