Stock Code: 600212 stock abbreviation: Shandong Jiangquan Industry Co.Ltd(600212) place of listing: Shanghai Stock Exchange Shandong Jiangquan Industry Co.Ltd(600212)
Plan for sale of major assets
January 2002
Statement
The words or abbreviations in this part have the same meanings as those in the "interpretation" of this plan.
1、 Statement of listed company
The company and all directors, supervisors and senior managers guarantee the authenticity, accuracy and completeness of the plan and its summary, and there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the plan and its summary.
The matters stated in this plan and its summary do not represent the substantive judgment, confirmation or approval of the CSRC and Shanghai Stock Exchange on matters related to this major asset restructuring. The effectiveness and completion of the matters related to this major asset restructuring described in this plan and its summary still need to be approved or approved by the competent examination and approval authority. Any decision or opinion made by the examination and approval authority on matters related to this transaction does not indicate that it makes a substantive judgment or guarantee on the value of the company's shares or the income of investors.
When evaluating the reorganization of the company, investors shall, in addition to other contents of the plan and relevant documents disclosed at the same time with the plan, also seriously consider various risk factors disclosed in the plan.
After the completion of this transaction, the company shall be responsible for the changes in the company's operation and income; The investor shall be responsible for the investment risk caused by this change.
If investors have any questions about this plan, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
2、 Statement of directors, supervisors and senior managers of listed companies
All directors, supervisors and senior managers of the company promise to ensure the authenticity, accuracy and integrity of the plan and its summary, and bear individual or joint legal liabilities for the false records, misleading statements or major omissions of the plan and its summary.
All directors, supervisors and senior managers of the company promise to ensure that there are no false records, misleading statements or major omissions in the information disclosure and application documents of the reorganization; If there are false records, misleading statements or major omissions in the information disclosure and application documents of this transaction, which cause losses to the listed company or investors, they will bear individual and joint legal liabilities according to law.
3、 Counterparty statement
1. The promisor has been aware that this transaction constitutes a major asset reorganization of the listed company, and guarantees that any documents and information provided in connection with this transaction are true, accurate and complete in any material respect, and there are no false records, misleading statements or major omissions.
2. Guarantee to provide the relevant information of this transaction in a timely manner, and guarantee that the information provided is true, accurate and complete in any major aspect. If the information provided has false records, misleading statements or major omissions, causing losses to the listed company or investors, the promisor will bear the liability for compensation according to law.
Tips on major events
Investors should pay special attention to the following major matters when evaluating the company's transaction. The words or abbreviations in this part have the same meanings as those in the "interpretation" of this plan.
1、 Overview of the transaction scheme
On January 17, 2022, Shandong Jiangquan Industry Co.Ltd(600212) signed the framework agreement with Linyi Xuyuan Investment Co., Ltd., which agreed that Shandong Jiangquan Industry Co.Ltd(600212) intends to transfer its thermoelectric business asset group to Linyi Xuyuan Investment Co., Ltd. in cash, which constitutes the assets and liabilities related to the thermoelectric business of the company.
2、 Evaluation and pricing of the underlying assets of this transaction
As of the date of issuance of this plan, the audit, evaluation or valuation related to the subject assets have not been completed. The audited financial data, evaluation or valuation results of relevant assets will be disclosed in the restructuring report. The final audited financial data, evaluation or valuation results of relevant assets may be different from the disclosure of the plan, which is hereby brought to the attention of investors.
The transaction price takes December 31, 2021 as the appraisal base date and the appraisal results recorded in the asset appraisal report issued by the asset appraisal institution with securities and futures business qualification hired by the company as the pricing basis, which shall be determined by the transaction parties through separate negotiation and signing a formal transaction agreement.
3、 This transaction constitutes a major asset restructuring
As of the issuance date of this plan, the audit and evaluation related to the underlying assets have not been completed, and the valuation and pricing of the underlying assets have not been determined. According to the preliminary judgment of the unaudited financial data of the underlying assets, the operating income of the assets to be sold in this transaction is expected to account for more than 50% of the operating income of the listed company in the audited consolidated financial reporting period in the latest accounting year, which will meet the major asset restructuring standard specified in the administrative measures for major asset restructuring of listed companies, This transaction is expected to constitute a major asset restructuring.
4、 This transaction does not constitute reorganization and listing
This transaction does not involve the issuance of shares and will not lead to changes in the equity structure of the listed company. Before and after this transaction, the controlling shareholder and actual controller of the company have not changed, which does not constitute the trading situation specified in Article 13 of the measures for the administration of major asset restructuring of listed companies and does not constitute reorganization and listing.
5、 This transaction does not constitute a connected transaction
The counterparty of this transaction does not have a connected relationship with the listed company, and this transaction does not constitute a connected transaction.
6、 Impact of this transaction on Listed Companies
As of the issuance date of this plan, the audit and evaluation related to this transaction have not been completed. The company will convene the board of directors again after the completion of the audit and evaluation, and analyze the specific impact of this transaction on the listed company in detail in the restructuring report to remind investors to pay special attention.
(I) impact of this transaction on the main business of the listed company
Before this transaction, the main businesses of the listed company included thermal power business, railway special line transportation and new energy charging and energy storage business.
After the completion of this transaction, the listed company will strategically withdraw from the thermal power business, concentrate resources on strategic and business transformation, focus on the business layout with new energy charging and energy storage business as the main business, and effectively enhance the company's sustainable operation ability, so as to realize the long-term and healthy development of the company's business. After the completion of this transaction, the listed company can still maintain business integrity. This transaction will not lead to the situation that the main assets of the listed company are cash or there is no specific business.
(II) impact of this transaction on the main financial indicators of the listed company
After the completion of this transaction, the listed company will use the funds obtained from this asset sale to support the business development in the field of new energy charging and energy storage. This transaction is an important measure for the company to revitalize its existing assets and optimize its business layout, which is conducive to enhancing the company's sustainable development ability.
As the audit and evaluation work related to this transaction has not been finally completed, the above preliminary analysis on the profitability and financial status of the company after the completion of this transaction is carried out only based on the existing financial and business data and under the assumption that the macroeconomic environment remains basically unchanged and there is no significant change in operating conditions. The company will conduct detailed calculation after the completion of audit and evaluation, and disclose the impact of this transaction on the main financial indicators of the listed company in the restructuring report.
(III) impact of this transaction on the equity structure of listed companies
This transaction does not involve the issuance of shares and equity changes, and the total share capital and equity structure of the listed company will not be affected before and after this transaction.
7、 Approval procedures to be performed for this transaction
(I) authorization and approval of this transaction scheme
As of the issuance date of this plan, the decision-making and approval procedures for this transaction have been performed:
1. With the prior approval of the independent directors, Shandong Jiangquan Industry Co.Ltd(600212) held the 19th meeting of the 10th board of directors, deliberated and passed the transaction plan and other proposals, and the independent directors expressed their independent opinions; Meanwhile, Shandong Jiangquan Industry Co.Ltd(600212) signed the framework agreement with the counterparty Linyi Xuyuan Investment Co., Ltd.
2. The counterparty has fulfilled the formal authorization or approval required internally.
(II) decision making procedures to be performed in this transaction
As of the issuance date of this plan, the decision-making and approval procedures to be performed for this transaction include but are not limited to: 1. After the completion of the audit and evaluation related to this transaction, Shandong Jiangquan Industry Co.Ltd(600212) the board of directors shall be convened again to review this transaction and related matters involved in this transaction.
2. This transaction and related matters involved in this transaction need to be deliberated and approved by the Shandong Jiangquan Industry Co.Ltd(600212) general meeting of shareholders. 3. Other approvals or approvals required by relevant laws and regulations (if necessary).
Whether the transaction can obtain the above relevant approval or approval and the time of obtaining the relevant approval or approval are uncertain. Investors are reminded to pay attention to investment risks.
8、 Principled opinions of the controlling shareholders of the listed company and their persons acting in concert on the reorganization
The controlling shareholders of the listed company and their persons acting in concert believe that the restructuring plan is fair, reasonable and feasible, which is in line with the overall interests of the listed company and all shareholders. This transaction will not affect the daily business operation of the listed company, and they agree in principle that the listed company will implement this reorganization.
9、 The share reduction plan of the controlling shareholders and their persons acting in concert, directors, supervisors and senior managers from the date of the announcement of the restructuring to the completion of the restructuring
(I) explanation of the directors, supervisors and senior management of the listed company on the share reduction plan from the date of announcement of the reorganization plan to the completion of implementation
The directors, supervisors and senior managers of the listed company shall issue commitments:
"1. There is no plan to reduce the shares of the listed company from the date of issuance of this commitment letter to the completion of the implementation of this major asset restructuring.
2. I will strictly abide by the above commitments. If I violate the above commitments and cause losses to Shandong Jiangquan Industry Co.Ltd(600212) or other investors, I promise to be liable for compensation to the listed company or other investors according to law. "
(II) description of the actual controllers, controlling shareholders and persons acting in concert of the listed company on the share reduction plan from the date of announcement of the reorganization plan to the completion of implementation
The actual controllers, controlling shareholders and persons acting in concert of the listed company shall issue commitments:
"1. There is no plan to reduce the shares of the listed company from the date of issuance of this commitment letter to the completion of the implementation of this major asset restructuring.
2. The company / I will strictly abide by the above commitments. In case of violation of the above commitments, resulting in losses to the listed company or other investors, the company / I promise to be liable for compensation to the listed company or other investors in accordance with the law. "
10、 Important commitments made by relevant parties to this transaction
(I) relevant commitments of listed companies and or directors, supervisors and senior managers
Main contents of commitments
Shandong Jiangquan Industry Co.Ltd(600212) promises as follows:
"1. The company guarantees that the relevant information provided for this exchange is true, accurate and complete, and there are no false records, misleading statements or major omissions;
2. The company guarantees that the materials provided to the intermediaries involved in this transaction are true, accurate and complete original written materials or duplicate materials, and the duplicate materials or copies are consistent with their original materials or originals; The signatures and seals of all documents are true, and the signatories of such documents have legally authorized and effectively signed the documents without any false records, misleading statements or major omissions;
3. The company guarantees that the statements and confirmation issued for this exchange are true, accurate and complete, and there are no false records, misleading statements or major omissions; Ensure that the statutory disclosure and reporting obligations have been fulfilled, and there are no contracts, agreements, arrangements or other matters that should be disclosed but not disclosed;
With regard to this transaction 4. The company guarantees that the documents issued by the information disclosure Department of the company and the relevant contents of the referenced documents cited by the intermediaries of this transaction in the application documents of this transaction have been reviewed by the company, and confirms that the application documents of this transaction and the application documents will not have false records, misleading statements or major omissions due to the above contents; Authenticity and accuracy 5. The company promises and guarantees that if the information provided by the company has false records, misleading statements, accuracy, integrity or major omissions, resulting in losses to investors, the company is willing to undertake a corresponding commitment of legal responsibility. "
All directors, supervisors and senior managers undertake as follows:
"1. I guarantee that the relevant information provided for this exchange is true, accurate and complete, and there are no false records, misleading statements or major omissions;
2. I guarantee that the materials provided to the listed company and all intermediaries involved in this transaction are true, accurate and complete original written materials or duplicate materials, and the duplicate materials or copies are consistent with their original materials or originals; The signatures and seals of all documents are true, and the signatories of such documents have legally authorized and effectively signed the documents without any false records, misleading statements or major omissions;
3. I guarantee that the statement and confirmation issued for this exchange are true, accurate and complete, and there are no false records, misleading statements or major omissions; Ensure that the statutory disclosure and reporting obligations have been fulfilled, and there are no contracts, agreements, arrangements or other matters that should be disclosed but not disclosed
Item;
4. I guarantee that the documents issued by me quoted by the intermediaries of this transaction in the application documents of this transaction
