Stock Code: 600674 stock abbreviation: Sichuan Chuantou Energy Co.Ltd(600674) Announcement No.: 2022-005 convertible bond Code: 110061 convertible bond abbreviation: Sichuan investment convertible bond
Sichuan Chuantou Energy Co.Ltd(600674)
Announcement on the progress of the company's controlling shareholder's share increase and the extension of the share increase plan
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.
Important content tips
● basic information of the shareholding increase plan: within 12 months from January 18, 2021 (including January 18, 2021), Sichuan Chuantou Energy Co.Ltd(600674) (hereinafter referred to as " Sichuan Chuantou Energy Co.Ltd(600674) ") the controlling shareholder Sichuan Investment Group Co., Ltd. (hereinafter referred to as "Sichuan Investment Group") plans to increase the company's shares with its own or self-held funds through the securities trading system of Shanghai Stock Exchange, The cumulative shareholding increase ratio shall not be less than 0.5% of the total share capital of the company.
● progress of shareholding increase plan: from January 18, 2021 to January 17, 2022, Sichuan investment group increased its shareholding of 1377471 shares of the company through the centralized bidding trading system of Shanghai Stock Exchange, accounting for 0.06% of the total share capital of the company. As of January 17, 2022, the number of shares held by Sichuan investment group was 2348307904, with a shareholding ratio of 53.30%. The total number of shares held by Sichuan investment group and the persons acting in concert was 2387968942, with a shareholding ratio of 54.20%. The shareholding increase plan expired, and the number of shares increased did not reach the lower limit of the range.
● extension of shareholding increase plan: on January 18, 2021, the company received the notification letter of Sichuan Investment Group Co., Ltd. on the progress of shareholding increase of Sichuan Chuantou Energy Co.Ltd(600674) shares from Sichuan investment group. During the implementation of the shareholding increase plan, Sichuan investment group was sensitive to Sichuan Chuantou Energy Co.Ltd(600674) planning to acquire 20% equity of Tingzikou Water Conservancy and Hydropower Development Co., Ltd. in Jialing River held by Sichuan investment group, Due to the impact of the disclosure window period and holidays in the periodic report, the effective time for the implementation of share increase can be greatly shortened, and the share increase plan can not be completed within the original time limit.
Based on the confidence in the future development of Sichuan Chuantou Energy Co.Ltd(600674) and the principle of continuing to implement the share increase plan in good faith, Sichuan Investment Group decided to extend the performance period of the share increase plan for 12 months (i.e. from January 18, 2022 to January 17, 2023). ● relevant risk tips: there is a risk that the implementation of the share increase plan may be uncertain due to changes in the macro environment and capital market conditions.
On January 18, 2022, the company received the notification letter of Sichuan Investment Group Co., Ltd. on the progress of increasing Sichuan Chuantou Energy Co.Ltd(600674) shares from the controlling shareholder Sichuan Investment Group, as follows:
1、 Basic information of increased holdings
1. Increased holding subject: Sichuan Investment Group Co., Ltd.
2. As of January 17, 2021, before the first increase, Sichuan Investment Group held 2346930433 shares, accounting for 53.31%, and Sichuan Sichuan investment Emei ferroalloy (Group) Co., Ltd., the person acting in concert, held 39661038 shares, accounting for 0.9%, with a total of 2386591471 shares, accounting for 54.21%.
3. As of the expiration of the shareholding increase period on January 17, 2022, the number of shares held by Sichuan Investment Group is 2348307904, with a shareholding ratio of 53.30%. The total number of shares held by Sichuan investment group and those acting in concert is 2387968942, with a shareholding ratio of 54.20%. (the decrease in shareholding ratio is due to the increase in the total share capital of the company due to the conversion of convertible corporate bonds)
2、 Basic information of the original shareholding increase plan:
1. Purpose of shareholding increase: Based on the recognition of Sichuan Chuantou Energy Co.Ltd(600674) company's long-term investment value and firm confidence in its development prospects.
2. Types of additional shares: unlimited sale and circulation of a shares.
3. Ways to increase shares: increase shares of the company through the centralized bidding trading system of Shanghai Stock Exchange.
4. Number of shares increased: the cumulative increase ratio shall not be less than 0.5% of the total share capital of the company. As of January 15, 2021, the total share capital of the company is 4402146757 shares.
5. Implementation period of the share increase plan: within 12 months from January 18, 2021 (including January 18, 2021), choose the opportunity to implement the share increase plan.
6. Capital increase arrangement: Sichuan Investment Group's own or self-owned funds.
3、 Implementation of the original shareholding increase plan
As of the expiration of the original increase period on January 17, 2022, Sichuan Investment Group has accumulated 1377471 shares of the company through the centralized bidding trading system of Shanghai Stock Exchange, with an accumulated increase proportion of 0.06% of the total share capital of the company, and the number of shares increased does not exceed the lower limit of the planned increase range (0.5% of the total issued shares).
Before the first increase, Sichuan Investment Group held 2346930433 shares, accounting for 53.31%, and Sichuan Sichuan investment Emei ferroalloy (Group) Co., Ltd., the person acting in concert, held 39661038 shares, accounting for 0.9%, with a total of 2386591471 shares, accounting for 54.21%. After the increase, Sichuan Investment Group held 2348307904 shares, accounting for 53.30%. Together with the persons acting in concert, Sichuan Investment Group held 2387968942 shares, accounting for 54.20%. (the decrease in shareholding ratio is due to the increase in the total share capital of the company due to the conversion of convertible corporate bonds)
4、 Reasons for the postponement of the shareholding increase plan and relevant arrangements
During the implementation of the share increase plan, Sichuan investment group was affected by the sensitive period of Sichuan Chuantou Energy Co.Ltd(600674) planning to acquire 20% equity of Jialing River Tingzikou Water Conservancy and Hydropower Development Co., Ltd. held by Sichuan Investment Group, the disclosure window period of periodic reports and holidays. The effective time for implementing the share increase was greatly shortened, and the share increase plan could not be completed within the original time limit.
Considering the above factors, it is difficult for Sichuan investment group to complete the original share increase plan within the original period. Based on confidence in the future development of listed companies and the principle of continuing to implement the share increase plan in good faith, Sichuan investment group decides to extend the performance period of the share increase plan for 12 months (i.e. the extension period is from January 18, 2022 to January 17, 2023).
5、 Uncertainty risk of the implementation of the shareholding increase plan
There is a risk of uncertainty in the implementation of the share increase plan due to changes in the macro environment and capital market conditions
6、 Special audit opinions
Taihetai law firm issued special verification opinions on the increase of Sichuan Investment Group, and held that:
The increase holder has the subject qualification to implement this increase, and this increase complies with the exemption from making an offer stipulated in the securities law and the acquisition measures.
7、 Other instructions
1. The share increase plan complies with the relevant provisions of laws, administrative regulations, departmental rules and normative documents such as the securities law and the measures for the administration of the acquisition of listed companies. In the process of implementing the share increase plan, Sichuan Investment Group will strictly abide by the relevant provisions of the CSRC and Shanghai Stock Exchange on changes in equity of listed companies and sensitive periods of stock trading.
2. This increase will not lead to the company's equity distribution not meeting the listing conditions and the change of the company's control.
3. Sichuan investment group and its persons acting in concert promise not to reduce their Sichuan Chuantou Energy Co.Ltd(600674) shares during the implementation of the increase and within the legal period.
4. The company will continue to pay attention to the subsequent increase of shares held by Sichuan Investment Group, and timely perform the obligation of information disclosure in accordance with relevant regulations.
Sichuan Chuantou Energy Co.Ltd(600674) board of directors January 19, 2022
