Securities code: Huaihe Energy (Group) Co.Ltd(600575) securities abbreviation: Huaihe Energy (Group) Co.Ltd(600575) Announcement No.: pro 2022034 Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd
Announcement on the progress of major asset restructuring
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. 1、 Progress of this major asset restructuring
Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (hereinafter referred to as “the company”) intends to absorb and merge Huainan mining by issuing shares, convertible corporate bonds (if any) and paying cash to all shareholders of Huainan Mining (Group) Co., Ltd. (hereinafter referred to as “Huainan Mining”). The company is the merging party and Huainan mining is the merged party. After the merger, the company will inherit and undertake all assets, liabilities, business, personnel and all other rights and obligations of Huainan mining, and Huainan mining will cancel its legal personality (hereinafter referred to as “this reorganization”).
In order to ensure fair information disclosure, safeguard the interests of investors and avoid significant impact on the company’s share price, according to the relevant provisions of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”), upon the application of the company, the trading of the company’s shares will be suspended from the opening of the market on February 8, 2022, For details, see the announcement on suspension of trading of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. on planning major asset restructuring (Announcement No.: pro 2022003) disclosed by the company on February 8, 2022.
On February 21, 2022, the company held the sixth meeting of the seventh board of directors and the seventh meeting of the seventh board of supervisors, deliberated and adopted the proposal on the plan for absorption and merger of Huainan Mining (Group) Co., Ltd. and related party transactions of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. by Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. and its abstract and other relevant proposals. For details, see the company’s designated information disclosure media and the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 22, 2022 Relevant announcements of disclosure.
On March 8, 2022, the company received the inquiry letter on the information disclosure of the plan of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. to absorb and merge Huainan Mining (Group) Co., Ltd. and related party transactions (szggh [2022] No. 0176) (hereinafter referred to as the “inquiry letter”) from the Shanghai Stock Exchange. For details, see the company’s designated information disclosure media and the website of the Shanghai Stock Exchange (www.sse. Com. CN.) on March 9, 2022 Announcement of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. on receiving the inquiry letter on information disclosure of the plan for absorption and merger of Huainan Mining (Group) Co., Ltd. and related party transactions of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. by Shanghai Stock Exchange (Announcement No.: pro 2022012).
After receiving the inquiry letter, the company actively organized relevant parties and intermediaries to prepare replies. Due to many contents involved, some replies still need to be further verified. In order to ensure the authenticity, accuracy and integrity of the replies, the company applied to the Shanghai stock exchange for an extension of reply to the inquiry letter on March 15, 2022, March 22, 2022 and March 30, 2022 respectively. See the company’s reply on March 16, 2022, March 23, 2022 On March 31, 2022, on the designated information disclosure media and the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. on delaying the reply to the inquiry letter of Shanghai Stock Exchange (Announcement No.: pro 2022013), the announcement of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. on delaying the reply to the inquiry letter of Shanghai Stock Exchange again (Announcement No.: pro 2022014) Announcement of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. on further delaying the reply to the inquiry letter of Shanghai Stock Exchange (Announcement No.: pro 2022024).
The company, together with all parties involved in the reorganization, replied to the questions listed in the inquiry letter and supplemented and revised the information disclosure documents related to the reorganization. For details, see the announcement of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. on reply to the inquiry letter of Shanghai Stock Exchange (Announcement No.: pro 2022026) disclosed by the company on April 9, 2022 Relevant announcements such as the plan of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. to absorb and merge Huainan Mining (Group) Co., Ltd. and related party transactions (Revised Draft), the announcement of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. on the revision of the plan of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. to absorb and merge Huainan Mining (Group) Co., Ltd. and related party transactions (Announcement No.: pro 2022027).
The company has disclosed the announcement of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. on the progress of major asset restructuring (Announcement No.: pro 2022015 and pro 2022030) on March 23, 2022 and April 23, 2022, respectively.
As of the disclosure date of this announcement, the asset appraisal results of this reorganization have been approved by the state owned assets supervision and Administration Commission of Anhui Provincial People’s government.
As of the disclosure date of this announcement, the company has strictly performed relevant decision-making procedures, disclosed relevant information in time, and reminded the majority of investors of the uncertainty risk of this reorganization in accordance with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 4 – suspension and resumption of trading.
2、 Follow up work arrangement of this major asset restructuring
As of the disclosure date of this announcement, the relevant work of this reorganization is still being promoted. The company, various intermediaries and the target company are actively communicating and coordinating, and will promote and implement various work as soon as possible. After the completion of relevant work, the company will reconvene the board of directors to consider matters related to the reorganization and submit them to the general meeting of shareholders for deliberation. The company will timely fulfill the obligation of information disclosure according to the progress.
3、 Relevant risk tips
The reorganization needs to be submitted to the board of directors and the general meeting of shareholders for deliberation, and can be formally implemented only after being approved by the competent regulatory authority. There is still uncertainty whether the reorganization can be successfully implemented. The information disclosure media designated by the company are Shanghai Securities News, China Securities News, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN), All information of the company is subject to the announcement published in the above designated media. Please pay attention to the subsequent announcement of the company and pay attention to the investment risk.
It is hereby announced.
Board of directors of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. May 23, 2022
