Zhenhai Petrochemical Engineering Co.Ltd(603637)
Detailed equity change report
Listed company: Zhenhai Petrochemical Engineering Co.Ltd(603637) place of listing: Shanghai Stock Exchange Stock abbreviation: Zhenhai Petrochemical Engineering Co.Ltd(603637) Stock Code: 603637 information disclosure obligor: Ningbo Shuntong Group Co., Ltd. domicile: No. 388, Nanlei South Road, Yuyao City, Zhejiang Province mailing address: 14th floor, financial center building, No. 1, Nanlei South Road, Yuyao City, Zhejiang Province nature of share change: increase (agreement transfer) persons acting in concert (five parties in total): legal person acting in concert: Ningbo Shunjian Group Co., Ltd. domicile and mailing address: 17th floor, Nanlei building, No. 2, tanjialing East Road, Yuyao City, Zhejiang province change nature of shares: unchanged natural person acting in concert (I) : Zhao Liwei address: Yinzhou District, Ningbo City, Zhejiang Province * * * * mailing address: No. 36, Xinghai South Road, high tech Zone, Ningbo City, Zhejiang Province nature of share change: decrease (agreement transfer) natural person acting in concert (II): Fan Qihai address: Jiangbei District, Ningbo City, Zhejiang Province * * * * mailing address: No. 36, Xinghai South Road, high tech Zone, Ningbo City, Zhejiang Province nature of share change: decrease (agreement transfer)
Natural person acting in concert (III): Fan Xiaomei domicile: Yinzhou District, Ningbo City, Zhejiang Province * * * * mailing address: No. 36, Xinghai South Road, high tech Zone, Ningbo City, Zhejiang province share change nature: decrease (agreement transfer) natural person acting in concert (IV) : Weng Wei domicile: Yinzhou District, Ningbo City, Zhejiang Province * * * * mailing address: No. 36, Xinghai South Road, high tech Zone, Ningbo City, Zhejiang province share change nature: decrease (agreement transfer)
Date of signature: January 2002
statement
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, and the standards for the content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity Standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies and the provisions of relevant laws, regulations and normative documents. 2、 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 shares in Zhenhai Petrochemical Engineering Co.Ltd(603637) owned by the information disclosure obligor and its persons acting in concert. As of the signing date of this report, except for the shareholding information disclosed in this report, the information disclosure obligor and its persons acting in concert have no interests in Zhenhai Petrochemical Engineering Co.Ltd(603637) by any other means.
3、 The information disclosure obligor and its persons acting in concert have obtained necessary authorization and approval for signing this report, and their performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
4、 This equity change still needs to be approved by relevant state-owned assets supervision and administration departments. There is some uncertainty whether this equity change can be approved by relevant departments, and investors are reminded to pay attention to relevant risks.
5、 This equity change is based on the information stated in this report. Except for the information disclosure obligor and its persons acting in concert and the professional institutions hired, 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、 Information disclosure obligors and persons acting in concert are not under the circumstances specified in Article 6 of the measures for the administration of the acquisition of listed companies, and can provide relevant documents in accordance with Article 50 of the measures for the administration of the acquisition of listed companies.
7、 The information disclosure obligor and its persons acting in concert promise that there are no false records, misleading statements or major omissions in this report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
catalogue 3 interpretation Section 1 Introduction to information disclosure obligors and persons acting in concert six
1、 Basic information of information disclosure obligors and persons acting in concert 6 II. Equity structure of information disclosure obligors and legal persons acting in concert, core enterprises controlled by information disclosure obligors, legal persons acting in concert and their controlling shareholders, core enterprises controlled by natural persons acting in concert and affiliated enterprises
situation…… 8 III. brief description of the main business and financial status of the information disclosure obligor and its persons acting in concert in the last three years IV. administrative punishment of the information disclosure obligor and its persons acting in concert within the last five years (except for those obviously irrelevant to the securities market)
Criminal punishment, major civil litigation or arbitration involving economic disputes twenty
5、 Basic information of directors, supervisors and senior executives of information disclosure obligors and their legal persons acting in concert Vi. information disclosure obligors and persons acting in concert and their controlling shareholders and actual controllers are listed in other domestic and overseas companies
The shares in the company with an interest reach or exceed 5% of the issued shares of the company 22 7. The information disclosure obligor’s natural person acting in concert has served in the company or worked part-time in other companies in the past five years
Situation VIII. Information disclosure obligors and persons acting in concert on changes in controlling shareholders and actual controllers in the past two years
explain…… twenty-four
9、 Description of concerted action relationship Section 2 purpose and approval procedure of this equity change twenty-five
1、 Purpose of this equity change twenty-five
2、 Plans to continue to increase the shares of listed companies or dispose of shares with interests in the next 12 months twenty-five
3、 The examination and approval procedures performed by the information disclosure obligor for this equity change decision twenty-five
4、 External approval required for this equity change Section III. method of equity change twenty-seven
1、 Number and proportion of shares held before this equity change twenty-seven
2、 The way of equity change and shareholding twenty-seven
3、 The main contents of the share transfer agreement twenty-seven
4、 The main contents of the agreement on concerted action thirty
5、 Restrictions on the rights of shares involved in this equity change Section IV source of funds thirty-two
1、 The total amount of funds involved in this equity change thirty-two
2、 Capital source and statement of this equity change thirty-two
3、 The capital payment method of this equity change 32 Section V follow up plan I. change the main business of the listed company or make major adjustments to the main business of the listed company within the next 12 months
Plan thirty-three
2、 Sell, merge and cooperate with others in the assets and businesses of the listed company or its subsidiaries in the next 12 months
A plan for investment or cooperation, or a restructuring plan for a listed company to purchase or replace assets thirty-three
3、 Adjustment plan for directors, supervisors and senior managers of listed companies thirty-four
4、 Plans to amend the articles of association that may hinder the acquisition of control of listed companies thirty-four
5、 A plan to make major changes to the existing employee employment plan of a listed company thirty-four
6、 A plan to make major adjustments to the dividend policy of listed companies thirty-five
7、 Other plans that have a significant impact on the business and organizational structure of the listed company Section VI analysis of the impact on listed companies thirty-six
1、 Impact on the independence of listed companies thirty-six
2、 Impact on horizontal competition and related party transactions of listed companies Section 7 major transactions with listed companies thirty-nine
1、 Major transactions with listed companies and their subsidiaries thirty-nine
2、 Major transactions with directors, supervisors and senior managers of listed companies thirty-nine
3、 Compensation or similar arrangements for the directors, supervisors and senior managers of the listed company to be replaced forty
4、 Other contracts, tacit understandings or arrangements being signed or negotiated that have a significant impact on the listed company Section 8 trading of listed shares in the first six months 41 I. information disclosure obligors, controlling shareholders and persons acting in concert bought and sold listed shares in the first six months 41 II. Directors, supervisors, senior managers and their immediate relatives of the information disclosure obligor, the controlling shareholder and the person acting in concert
It belongs to the trading of listed shares in the previous six months Section IX Financial Information of the information disclosure obligor forty-three
1、 Financial information of the information disclosure obligor in the last three years Section 10 other major matters 48 the disclosure obligor declares that 49 declaration of persons acting in concert 50 declaration of natural persons acting in concert 51 financial advisor statement 52 section Xi documents for future reference fifty-three
1、 File directory for future reference fifty-three
2、 Location of documents for future reference 54 schedule: fifty-eight
interpretation
The information disclosure obligor, shuntongji refers to the person acting in concert as the group legal person of Ningbo Shuntong Group Co., Ltd., and shunjianji refers to the group legal person of Ningbo Shuntong Group Co., Ltd
Natural persons acting in concert refer to Zhao Liwei, fan Qihai, fan Xiaomei and Weng Wei
Information disclosure obligors and one of them refers to Ningbo Shuntong Group Co., Ltd., Ningbo Shunjian Group Co., Ltd., Zhao Liwei, and the acting parties fan Qihai, fan Xiaomei and Weng Wei
Shuncai investment refers to Yuyao Shuncai Investment Holding Co., Ltd
Yuyao SASAC refers to Yuyao state owned assets management office
Listed company, Zhenhai Petrochemical Engineering Co.Ltd(603637) refers to Zhenhai Petrochemical Engineering Co.Ltd(603637)
Ningbo Shuntong Group Co., Ltd. agreed to transfer the equity change of Zhenhai Petrochemical Engineering Co.Ltd(603637) 12289331 shares held by Zhao Liwei and other 40 natural persons, accounting for 5.04% of the total shares of the listed company
This report refers to Zhenhai Petrochemical Engineering Co.Ltd(603637) detailed equity change report
Share transfer agreement refers to the share transfer agreement signed by Ningbo Shuntong Group Co., Ltd. and 40 natural persons such as Zhao Liwei on January 12, 2022
Ningbo Shuntong Group Co., Ltd., Ningbo Shunjian Group Co., Ltd. and Zhao Liwei. “Agreement on concerted action” refers to the agreement on concerted action signed by fan Qihai, fan Xiaomei and Weng Wei on January 12, 2022
CSRC and CSRC refer to China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public – Report on changes in equity
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public – Acquisition report of listed companies
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
Part of the total amount of this report and each addition
Section I Introduction to information disclosure obligors and persons acting in concert
1、 Basic information of information disclosure obligors and persons acting in concert
(I) basic information of information disclosure obligor
As of the signing date of this report, the basic information of the information disclosure obligor Ningbo Shuntong Group Co., Ltd. is as follows:
Name: Ningbo Shuntong Group Co., Ltd
Registered address: No. 388, Nanlei South Road, Yuyao City, Zhejiang Province
Legal representative: Yao Guofeng
The registered capital is 187.57 million yuan
Unified social credit code 9133028111446696193
Date of establishment: April 9, 1996
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Operating period: April 9, 1996 to long term
Business scope: transportation infrastructure construction investment and technical consulting services
Shareholder: Yuyao Shuncai Investment Holding Co., Ltd. (holding 100% equity)
postal address
