Securities code: 002092 securities abbreviation: Xinjiang Zhongtai Chenical Co.Ltd(002092) Announcement No.: 2022-002 Xinjiang Zhongtai Chenical Co.Ltd(002092)
Suspension announcement on planning major asset restructuring
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.
1、 Reasons for suspension and work arrangement
Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as “the company”) plans to plan major asset restructuring. The company intends to purchase part or all of the shares of Xinjiang Meike Chemical Co., Ltd. (hereinafter referred to as “Meike chemical” and “target company”) held by shareholders such as Xinjiang Zhongtai (Group) Co., Ltd. (hereinafter referred to as “Zhongtai group”) by issuing shares and convertible corporate bonds (hereinafter referred to as “this transaction”), And issue shares to qualified specific investors to raise matching funds. The relevant scheme remains to be further discussed and determined. One of the counterparties of this transaction, Zhongtai group, is the controlling shareholder of the company, so this transaction constitutes a related party transaction.
In view of the significant uncertainty in this matter, 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 Shenzhen Stock Exchange, upon the application of the company, the trading of shares will be suspended from the opening of the market on January 17, 2022 (Monday), and the expected time will not exceed 10 trading days. The trading of corporate bonds is not suspended (bond abbreviation: 19 Xinhua 01, bond Code: 114543). During the suspension period, the company will actively promote various work according to relevant regulations and timely fulfill the obligation of information disclosure. The company will disclose the reorganization plan reviewed and approved by the board of directors and apply for resumption of trading in accordance with the requirements of the administrative measures for major asset reorganization of listed companies, the standards for the content and format of information disclosure by companies issuing securities to the public No. 26 – major asset reorganization of listed companies, and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 6 – suspension and resumption of trading.
If the company fails to convene the board of directors to review and disclose the trading plan within the above period, the trading of the company’s securities will be resumed and the planning of relevant matters will be terminated at the latest from the opening of the market on February 7, 2022. At the same time, the main work, progress, impact on the company and subsequent arrangements of the planning matters during the suspension period will be disclosed to fully prompt the risks and uncertainties of relevant matters, It also promises not to plan major asset restructuring within at least one month from the date of disclosure of relevant announcements.
2、 Basic information of this planning event
(I) basic information of the transaction object
Company name: Xinjiang Meike Chemical Co., Ltd
Unified social credit Code: 91650000763775568n
Type: other joint stock limited companies (unlisted)
Legal representative: Song Zhimin
Date of establishment: July 26, 2004
Registered capital: 763.820618 million yuan
Registered address: No. 1, Nanyuan Road, Korla economic and Technological Development Zone, Bazhou, Xinjiang
Business scope: R & D, production and sales of 1,4-butanediol, methanol, formaldehyde, tetrahydrofuran and n-butanol; Sales of utility heat, electricity, special water and gas generated in the production of 1,4-butanediol; Laboratory tests during the production of the above related products; Computer repair and maintenance; Import and export business of general goods and technology; Unit logistics management services; Engineering management services; Chemical equipment maintenance; Sales of mechanical equipment, hardware and electrical equipment, electronic products and chemical products; Comprehensive utilization of waste resources; House and site leasing; storage; Handling services; Information technology services, wholesale of n-butanol and methyl acetate; Production and retail: sulfuric acid, ammonium sulfate. Production and sales of acetylene gas, hydrogen, carbon monoxide, liquid oxygen, liquid nitrogen and liquid argon. Collection, storage and utilization of waste sulfuric acid. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). (II) major counterparties
The scheme of this transaction is still in the process of demonstration. At present, the scope of counterparties has not been finalized. The preliminarily determined counterparties include Zhongtai group and Xinjiang Taihe Xinding equity investment management partnership (limited partnership). (III) transaction mode
This transaction intends to purchase assets and raise supporting funds by issuing shares and convertible corporate bonds. There is still uncertainty in this transaction. The specific transaction mode, counterparty and other schemes shall be subject to the information disclosed in the subsequent announced reorganization plan or reorganization report.
Xinjiang Zhongtai Petrochemical Group Co., Ltd. is a wholly-owned subsidiary of Zhongtai group. Zhongtai group plans to transfer all 26.33% of the shares of the target company to Xinjiang Zhongtai Petrochemical Group Co., Ltd. Zhongtai group and Xinjiang Zhongtai Petrochemical Group Co., Ltd. will complete the equity transfer as soon as possible to ensure that their equity transfer will not constitute an obstacle to this transaction.
(IV) main contents of the transaction intention document
The company has signed the share purchase agreement with the target company, Zhongtai group and Taihe Xinding, which stipulates that the company shall purchase no less than 29.9% shares of the target company from the above counterparties by issuing shares and convertible corporate bonds and raise funds. The transaction price is based on the appraisal results determined in the asset appraisal report issued by the appraisal institution with securities practice qualification and filed by the competent State-owned Assets Supervision and administration institution, and is determined by all parties through consultation.
The company intends to pay the transaction consideration to the counterparty by issuing shares and convertible corporate bonds. The specific payment proportion, amount and payment time of shares and convertible corporate bonds shall be determined by all parties through negotiation after the pricing amount of the underlying assets is determined.
The above agreement is the preliminary intention reached by the relevant parties to this transaction. The specific transaction scheme and relevant terms shall be subject to the formal transaction document separately negotiated and signed by the parties.
3、 Arrangement during suspension
Since the date of suspension, the company will actively carry out various work, perform necessary approval and review procedures, urge the independent financial consultant, audit, evaluation and other intermediaries hired by the company to speed up their work, and submit and disclose documents meeting the requirements of relevant regulations to the exchange within the promised period.
4、 Necessary risk tips
The transaction is in the planning stage, the transaction scheme is still under negotiation and demonstration, and the parties to the transaction have not signed the formal transaction documents. The transaction still needs to perform the necessary decision-making procedures and can be implemented only after being approved by the competent regulatory authority. There is still great uncertainty. Please pay attention to the investment risk.
During the suspension period, the company will timely perform the obligation of information disclosure in strict accordance with the provisions and requirements of relevant laws and regulations according to the progress of the matter.
5、 Documents for future reference
1. Application form for suspension of major asset restructuring of listed companies signed by the chairman of the company;
2. Relevant agreements related to this transaction;
3. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Xinjiang Zhongtai Chenical Co.Ltd(002092) board of directors January 17, 2002
