Securities code: Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) securities abbreviation: Shuanghuan technology Announcement No.: 2022047
Suggestive announcement on the change of the reorganization plan of Shuanghuan group
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
On May 19, 2022, Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) (hereinafter referred to as “the company”) received a notice from the controlling shareholder Hubei Shuanghuan Chemical Group Co., Ltd. (hereinafter referred to as “Shuanghuan group”). The controlling shareholders of Shuanghuan group Hubei Yihua Chemical Industry Co.Ltd(000422) Group Co., Ltd. (hereinafter referred to as “Yihua group”) and Hubei Hongtai Group Co., Ltd. (hereinafter referred to as “Hongtai group”) Changjiang Industrial Investment Group Co., Ltd. (hereinafter referred to as “Changjiang industrial group”) signed a supplementary agreement on the restructuring of Shuanghuan group on May 19, 2022, which changed some contents of the restructuring plan.
1、 Rescue and reorganization of Shuanghuan group in the early stage
In order to promote the rescue and better development of Shuanghuan group, Yihua group and Hongtai Group signed the rescue and restructuring agreement of Hubei Shuanghuan Chemical Group Co., Ltd. (hereinafter referred to as the “original restructuring agreement”) on March 9, 2021, which agreed on the following three main tasks: reducing the liabilities of Shuanghuan technology, implementing the upgrading and transformation project of synthetic ammonia After certain conditions are met, Hongtai group has the right to transfer the equity of Shuanghuan group twice (after the second transfer, Hongtai group obtains the controlling stake of Shuanghuan group). For details of the agreement, see the interim announcement on the progress of the reorganization of Shuanghuan group issued by the company on March 10, 2021, Announcement No. 2021017.
The reduction of Shuanghuan technology’s liabilities agreed in the original restructuring agreement has been completed in July 2021. For details, see the interim announcement Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) on the completion of the transfer of the subject assets of major asset sales and related party transactions, Announcement No. 2021073, and the verification opinions of Citic Securities Company Limited(600030) disclosed on the same day.
On September 13, 2021, Yihua group started to transfer 16.037% of the equity of Shuanghuan group to Hongtai group free of charge, and implemented the first transfer of the equity of Shuanghuan group in two times as agreed in the original restructuring agreement. After the first transfer, Yihua group held 66% of the equity of Shuanghuan group, Hongtai group holds 34% equity (see the interim announcement on the progress of the reorganization of Shuanghuan group, Announcement No. 2021091, issued by the company on September 14, 2021).
2、 Changes in the restructuring plan
According to the reform plan of state-owned enterprises in Hubei Province, Hongtai group has transferred 34% equity of Shuanghuan group to Changjiang industrial group in the early stage. On May 19, 2022, Yihua group, Hongtai group and Changjiang Industrial Group signed the supplementary agreement on the rescue and restructuring agreement of Hubei Shuanghuan Chemical Group Co., Ltd. (hereinafter referred to as the “supplementary agreement”), which agreed to transfer all rights, responsibilities and responsibilities of Hongtai group in the original restructuring agreement The obligation is transferred to Changjiang industrial group, which continues to promote the reorganization of Shuanghuan group.
At the same time of signing the supplementary agreement, Yihua group and Changjiang Industry Group signed the supplementary agreement II of the rescue and restructuring agreement of Hubei Shuanghuan Chemical Group Co., Ltd. (hereinafter referred to as “supplementary agreement II”). Both parties agreed to change the second equity transfer time of Shuanghuan group agreed in the original restructuring agreement and refine the investment of synthetic ammonia upgrading and transformation project.
3、 Main contents of supplementary agreement
(I) Party A: Hubei Yihua Chemical Industry Co.Ltd(000422) Group Co., Ltd
Type: limited liability company (state-owned holding)
Address: No. 52, Yanjiang Avenue, Yichang City
Legal representative: Wang Dazhen
Registered capital: 1 billion yuan
Date of establishment: April 16, 1995
Business scope: Sales of mineral products (excluding restricted and prohibited items), chemical products (excluding dangerous explosive chemicals and varieties restricted by the state); Manufacturing of chemical products (excluding dangerous explosive chemicals and varieties restricted by the state); Chemical technology consulting; Fertilizer manufacturing and sales; Manufacturing and installation of chemical equipment (excluding special equipment); Thermal power generation; Import, export and agency of goods or technologies (excluding the import and export of goods and Technologies Prohibited by the state or involving administrative examination and approval); Recycling of renewable resources (excluding solid waste, hazardous waste, end-of-life vehicles and other projects that need to be approved by relevant departments); Online data processing and transaction processing in the second type of value-added telecommunications services; Internet information services (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)++
Shareholders: the state owned assets supervision and Administration Commission of Yichang municipal people’s government holds 81.44% of its equity, and Yichang Wealth Investment Management Co., Ltd. holds 18.56% of its equity.
At present, Yihua group holds 66% equity of Shuanghuan group.
(II) Party B: Hubei Hongtai Group Co., Ltd
Type: limited liability company (solely state-owned)
Address: No. 64, Hongshan Road, Wuhan
Legal representative: Zeng Xin
Registered capital: 800 million yuan
Date of establishment: March 22, 2006
Business scope: capital operation and asset management; industrial investment Equity management; Investment and financing; China trade; Custody, acquisition and disposal of enterprises and assets (creditor’s rights and debts); Investment consulting (excluding securities and futures consulting), financial consulting and bill services; Consultant and agent for enterprise reorganization and merger. (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments).
Shareholder: Hubei Provincial Department of finance holds 100% equity of Hongtai group.
(III) Party C: Changjiang Industrial Investment Group Co., Ltd
Type: limited liability company (solely state-owned)
Address: 11-12 / F, hongguangbao tower, 782 Minzhu Road, Wuchang District, Wuhan
Legal representative: Zhou Feng
Registered capital: 3250.5 million yuan
Date of establishment: November 3, 2010
Business scope: investment in emerging industries and infrastructure, automobile, petrochemical and electronic information industries in Hubei Yangtze River economic belt; Venture capital, industrial investment and asset management; Construction of science and Technology Industrial Park; Land development and consolidation; Real estate development; Leasing of industrial equipment and houses (except for those that need to be licensed according to the laws and regulations of the above projects).
Shareholder: the state owned assets supervision and Administration Commission of Hubei Provincial People’s government holds 100% of its equity
At present, Changjiang industrial group holds 34% equity of Shuanghuan group.
(IV) core points of supplementary agreement
Transfer all rights and obligations of Hongtai group in the original restructuring agreement to Changjiang industry group.
4、 Main contents of supplementary agreement II
(I) Party A: Hubei Yihua Chemical Industry Co.Ltd(000422) Group Co., Ltd
(II) Party B: Changjiang Industrial Investment Group Co., Ltd
(III) core points of supplementary agreement II
1. Time of the second equity transfer of Shuanghuan group
The original restructuring agreement stipulates that both Yihua group and Hongtai group agree that within 24 months after the completion of the upgrading and transformation agreed in the original restructuring agreement, Hongtai group has the right to transfer 36% of the equity of Shuanghuan group held by Yihua group free of charge (i.e. the second transfer). When Hongtai group exercises this right, Yihua group shall cooperate unconditionally.
Now it is changed from supplementary agreement II to “both Yihua group and Changjiang industrial group agree that from the entry into force of supplementary agreement II to September 30, 2023, Changjiang industrial group has the right to transfer 36% equity of Shuanghuan group held by Yihua group free of charge, and Yihua group shall cooperate unconditionally when Changjiang industrial group exercises this right”.
2. Investment amount of upgrading project
Supplementary agreement II stipulates that both Yihua group and Changjiang industrial group jointly establish a project company to implement upgrading and transformation, and Shuanghuan technology has the right to contribute in cash and unrestricted assets recognized by both Yihua group and Changjiang industrial group, of which the cash contribution shall not exceed 202 million yuan. Yihua group, Changjiang industrial group and other social capital subsequently jointly injected funds into the project company in the form of capital increase and share expansion, of which Yihua Group invested 150 million yuan and Changjiang industrial group invested 210 million yuan. Changjiang industrial group or its designated entity shall invest no less than 140 million yuan in other forms to support the rescue and restructuring of Shuanghuan group.
5、 Risk tips
1. After the second supplementary agreement comes into effect, Changjiang industrial group has the right to transfer 36% of the equity of Shuanghuan group (i.e. the second equity transfer of Shuanghuan group). After the transfer, Changjiang industrial group will hold 70% of the equity of Shuanghuan group, but it does not mean that Changjiang Industrial group will exercise the power, and it is uncertain when Changjiang industrial group will exercise the power.
2. The company will continue to pay attention to the progress of this matter and timely perform the corresponding information disclosure obligations in accordance with laws and regulations. The information disclosure media designated by the company are China Securities News, securities times, Shanghai Securities News and http://www.cn.info.com.cn, The information about the company shall be subject to the information published by the company in the above designated media. Please pay attention to investment risks.
6、 Documents for future reference
1. Supplementary agreement to the rescue and restructuring agreement of Hubei Shuanghuan Chemical Group Co., Ltd;
2. Supplementary agreement II to the rescue and restructuring agreement of Hubei Shuanghuan Chemical Group Co., Ltd.
Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) board of directors may 19, 2022
