Stock Code: 001289 stock abbreviation: Longyuan Power stock listing place: Shenzhen Stock Exchange Longyuan Power Group Co., Ltd
Issuance of A-Shares for share exchange and merger
Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) and major asset sales and cash payment for asset purchase and related party transactions
Summary of listing announcement
Domicile of combining party / merged party
Longyuan Electric Power Group Co., Ltd. room 2006, 20 / F, No. 6 (Building C), Fuchengmen North Street, Xicheng District, Beijing
Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) hahe street, Pingzhuang Town, Yuanbaoshan District, Chifeng City, Inner Mongolia
Sponsor
27th and 28th floors, tower 2, international trade building, No. 1, Jianguomenwai street, Chaoyang District, Beijing
January 2002
hot tip
The company’s shares will be listed on Shenzhen Stock Exchange on January 24, 2022. The company’s stock is abbreviated as “Longyuan Power” with the stock code of “001289”. The total share capital of the company’s A-Shares is 5041934164, including 133336024 tradable shares and 212238140 tradable shares promised to be locked, The number of restricted tradable shares is 4696360000 (there may be a mantissa difference with the number of shares after the final securities conversion of China Securities Depository and Clearing Corporation Shenzhen Branch).
The number of shares to be issued for this share exchange, absorption and merger stated in the summary of this listing announcement and the reply on Approving the application for share absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) issued by Longyuan Power Group Co., Ltd. (zjxk [2021] No. 3813) issued by the CSRC The difference of one share between the number of shares converted, absorbed and jointly issued as stated in is due to the fact that the total share capital of China Securities Depository and Clearing Corporation Shenzhen Branch retains only integer digits after securities conversion in accordance with the securities registration rules of China Securities Depository and Clearing Corporation. Accordingly, the number of shares absorbed and issued in this share exchange is adjusted to 345574164 shares. The company’s shares are traded on the main board after listing. The reference price for the opening of the company’s shares on the first day of listing (the previous closing price shown in the real-time market) is determined as 32.14 yuan / share based on the principle of “closing price / share exchange ratio on the last trading day of Pingzhuang energy (December 16, 2021) (the result is rounded to two decimal places); On the first day of listing, there is no price limit, and its trading mechanism is subject to the relevant provisions of articles 3.3.17, 3.4.3 and 4.3.4 of the trading rules of Shenzhen Stock Exchange.
1. The effective bidding range of stock opening call auction is within 900% of the previous closing price displayed by the real-time market, and the effective bidding range of continuous auction, intraday temporary suspension and resumption call auction and closing call auction is up and down 10% of the latest transaction price.
2. In case of any of the following circumstances in stock trading, the Shenzhen Stock Exchange may implement temporary suspension measures in the market:
(1) If the intraday transaction price rises or falls by 10% or more than the opening price of the day for the first time, the temporary suspension time is 1 hour;
(2) If the intraday transaction price rises or falls by 20% or more than the opening price of the day for the first time, the trading shall be temporarily suspended to 14:57;
(3) If the intraday turnover rate reaches or exceeds 50%, the temporary suspension time is 1 hour.
The specific time of the temporary trading suspension in the session shall be subject to the announcement of the Shenzhen Stock Exchange. If the temporary trading suspension time exceeds 14:57, the trading shall be resumed at 14:57, and the accepted declarations shall be subject to the resumption of call auction, and then the closing call auction.
The company reminds investors to fully understand the risks of the stock market and the risk factors disclosed by the company, avoid blindly following the trend of “speculation” in the initial stage of IPO, and make prudent decision and rational investment. The company’s public offering of shares has a large risk of price fluctuation at the initial stage of listing, and there is a risk of falling below the issue price. The company reminds investors to fully understand the stock market risk and the risk factors disclosed by the company, and rationally participate in the trading of new shares.
Section I important statements and tips
1、 Longyuan Power Group Co., Ltd. (hereinafter referred to as “Longyuan Power”, “the company” or “the issuer”, “the company”) and all directors, supervisors and senior managers guarantee the authenticity, accuracy and completeness of the summary of the listing announcement, and promise that there are no false records, misleading statements or major omissions in the summary of the listing announcement, And bear individual and joint legal liabilities.
The opinions of Shenzhen Stock Exchange and other government authorities on the listing of the company’s shares and related matters do not indicate any guarantee to the company.
The company reminds the majority of investors that all relevant contents not involved in the summary of this listing announcement should be consulted and published on the website of Shenzhen Stock Exchange（ http://www.szse.cn. ）Relevant announcement documents such as the report on share exchange, absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) and major asset sales and cash payment for asset purchase and related party transactions of Longyuan Power Group Co., Ltd.
2、 Longyuan Power absorbed and merged Pingzhuang energy by issuing A-Shares to all shareholders of Pingzhuang energy. After the completion of this merger, Pingzhuang energy will terminate its listing and eventually cancel its legal personality. As a surviving company, Longyuan Power or its designated wholly-owned subsidiary shall inherit and undertake all remaining assets and liabilities after Pingzhuang energy sells assets. The original domestic shares of Longyuan Power and the A shares issued for this absorption and merger will apply for listing and circulation on the main board of Shenzhen Stock Exchange.
3、 The China Securities Regulatory Commission has issued the reply on Approving the application of Longyuan Power Group Co., Ltd. for issuing shares to absorb and merge Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) (zjxk [2021] No. 3813), and approved Longyuan Power Group Co., Ltd. to issue shares to absorb and merge Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) 1.
4、 The number of shares absorbed and jointly issued by this share exchange is 345574164 shares, Note 1 on the first day of listing: the number of shares issued in this share exchange, absorption and merger specified in the summary of this listing announcement and the reply on Approving the application for absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) of shares issued by Longyuan Power Group Co., Ltd. (zjxk [2021] No. 3813) issued by China Securities Regulatory Commission The difference of one share between the number of shares converted, absorbed and jointly issued as stated in is due to the fact that the total share capital of China Securities Depository and Clearing Corporation Shenzhen Branch retains only integer digits after securities conversion in accordance with the securities registration rules of China Securities Depository and Clearing Corporation.
Accordingly, the number of shares absorbed and issued in this share exchange is adjusted to 345574164 shares. The same below.
The reference price is 32.14 yuan / share; On the first day of listing, there is no price limit, and its trading mechanism is applicable to the trading rules of Shenzhen Stock Exchange and other relevant provisions. On the first day of listing, if there are abnormal fluctuations in stock bidding trading, Shenzhen Stock Exchange will implement intraday suspension measures in accordance with relevant regulations.
5、 Unless otherwise specified, the abbreviation in the summary of this listing announcement has the same meaning as the abbreviation in the report on share exchange, absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) and major asset sale and cash payment for asset purchase and related party transactions of Longyuan Power Group Co., Ltd.
Section 2 stock listing
1、 Review of stock issuance and listing
(I) legal basis for preparing the summary of listing announcement
The summary of this listing announcement is prepared in accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations, and in accordance with the guidelines for stock issuance and underwriting business of Shenzhen Stock Exchange No. 1 – content and format of main board listing announcement of Shenzhen Stock Exchange, The purpose is to provide investors with basic information about the issuance and listing of the company’s shares. (II) approval department and document number of stock issuance
The China Securities Regulatory Commission has issued the reply on Approving the application of Longyuan Power Group Co., Ltd. for issuing shares to absorb and merge Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) (zjxk [2021] No. 3813), and approved Longyuan Power Group Co., Ltd. to issue shares to absorb and merge Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) .
(III) the document number of the stock exchange’s document approving the listing of shares
With the consent of SZS [2022] No. 69 document of Shenzhen Stock Exchange, it is agreed that the RMB common shares issued by Longyuan Power are listed on Shenzhen Stock Exchange. The securities are referred to as “Longyuan Power” for short and the securities code is “001289”. 2、 Information related to stock listing
(I) listing place and sector: main board of Shenzhen Stock Exchange
(II) listing time: January 24, 2022
(III) stock abbreviation: Longyuan Power
(IV) Stock Code: 001289
(V) total share capital after the issuance: 8381963164 shares, including 5041934164 A shares in total, including 133336024 tradable shares and 212238140 tradable shares promised to be locked, The number of restricted tradable shares is 4696360000 (there may be a mantissa difference between the number of shares after the final securities conversion with China Securities Depository and Clearing Corporation Limited Shenzhen Branch), and the total number of H shares is 3340029000
(VI) number of shares in this public offering of a shares: 345574164 shares, all of which are new shares without transfer of old shares
(VII) circulation restrictions and duration of shares held by shareholders before the issuance, shareholders’ commitment to voluntary locking of shares held before the issuance For other lock-in arrangements for the listed shares, please refer to “section I important statements and tips” in the announcement on the listing of Longyuan Power Group Co., Ltd. issuing A-Shares for share exchange, absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) and major asset sales and paying cash to purchase assets and related party transactions
(VIII) non tradable shares and restricted tradable shares listed this time: the number of tradable shares that can be listed and traded this time is 133336024, the number of tradable shares promised to be locked is 212238140, and the number of restricted tradable shares is 4696360000 (there may be a mantissa difference between the number of shares after the final securities conversion with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch)
(IX) listing date of the company’s shares:
Proportion in the number of shares (shares) held by shareholders’ names on the trading date after the issuance of shares (non trading day shall be postponed to the next trading day)
National energy group 4602432800 54.91% January 24, 2025 (domestic shares / A shares)
Before this transaction, Liaoning electric power 93927200 1.12% issued shares on January 24, 2025 (domestic shares / A shares)
Other h shareholders 3340029000 39.85% – (H shares)
Subtotal 8036389000 95.88%-
Pingdingshan Coal Group 212238140 2.53% transaction on January 24, 2025 (A shares)
Newly issued shares 133336024 other shareholders of Pingzhuang energy 1.59% January 24, 2022 (A shares)
Subtotal 345574164 4.12%-
Total 8381963164 100.00%-
Note 1: after the completion of this transaction, the original domestic shares of Longyuan Power held by national energy group and Liaoning electric power will be converted into A-share shares and listed and circulated on the main board of Shenzhen Stock Exchange (restricted circulating shares).
Note 2: the number of shares held by Pingzhuang Coal Group and other shareholders of original Pingzhuang energy is calculated by converting Pingzhuang energy shares into A-Shares of Longyuan Power at the ratio of 1:0.3407 according to the register of shareholders of Pingzhuang energy registered after the closing of the market on December 16, 2021, There may be a mantissa difference between the number of shares after the final securities conversion with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
(x) stock registration authority: Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
（11） Listing sponsor: Citic Securities Company Limited(600030) , China International Capital Corporation Limited(601995) III. reference price and rise and fall of the company’s shares on the first day
