Securities code: 001289 securities abbreviation: Longyuan Power Announcement No.: 2022-002
Longyuan Electric Power Group Co., Ltd
With regard to the announcement on the implementation of the company’s share exchange, absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) share exchange, the company and all members of the board of directors guarantee that the information disclosure is true, accurate and complete without false records and misleading
Material statements or material omissions.
Important:
1、 Longyuan Power Group Co., Ltd. (hereinafter referred to as “Longyuan Power” or “the company”) issued A-share conversion and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) (hereinafter referred to as “Pingzhuang energy” or “St Pingneng”) (hereinafter referred to as “this conversion and merger”) which was approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on December 8, 2021 The reply on Approving the application of Longyuan Power Group Co., Ltd. for share issuance, absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) (zjxk [2021] No. 3813) was approved.
2. Pingzhuang energy stock (Stock Code: 000780) has been suspended continuously since December 17, 2021. Pingzhuang energy has applied to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) for stock delisting and obtained the consent of Shenzhen Stock Exchange. On January 24, 2022, Shenzhen Stock Exchange delisted Pingzhuang energy stock and terminated the listing of Pingzhuang energy stock.
3. Longyuan Power, as the merging party and share exchange implementer of this absorption and merger, will exchange shares of Pingzhuang energy held by investors through securities conversion. “Securities conversion” refers to the conversion of Pingzhuang energy shares held by investors into a corresponding number of Longyuan Power shares according to the share conversion ratio determined by the share exchange absorption and merger plan.
4. Pingzhuang energy shares held by the original Pingzhuang energy shareholders will be converted into Longyuan Power shares in accordance with the share conversion ratio. After the closing of the stock exchange registration date (January 21, 2022), if the investor has submitted Pingzhuang energy shares as collateral for margin trading, Pingzhuang energy shares as collateral after securities conversion will be converted into Longyuan Power shares.
5. Pingzhuang energy shareholders participating in the agreed repurchase shall go through the formalities of early repurchase no later than the trading day before the date of share exchange registration. After the closing of the stock exchange registration date, if there is still an agreed repurchase securities transaction of Pingzhuang energy that has not been repurchased, after the securities are converted, the relevant securities companies shall timely contact China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for relevant matters, If the losses caused by the failure to timely contact China Securities Depository and Clearing Co., Ltd. Shenzhen Branch to handle relevant matters shall be borne by the participants in the agreed repurchase securities transaction, and China Securities Depository and Clearing Co., Ltd. Shenzhen Branch shall not be liable.
6. For Pingzhuang energy shares that have been pledged, other third-party rights or frozen by the judiciary, these shares will be converted into the shares issued by Longyuan Power after securities conversion. The pledge, other third-party rights or judicial freeze originally set on Pingzhuang energy shares will continue to be valid on the corresponding shares of Longyuan Power. 7. After the delisting of Pingzhuang energy shares, if there is a cash dividend announced by Pingzhuang energy but not received by the original Pingzhuang energy investor, Longyuan Power will be responsible for distributing the cash dividend not received by the original Pingzhuang energy investor before delisting.
8. According to the relevant provisions of the notice on issues related to the implementation of differentiated individual income tax policies for dividends and bonuses of listed companies (CS [2012] No. 85) and the notice on issues related to differentiated individual income tax policies for dividends and bonuses of listed companies (CS [2015] No. 101) issued by the Ministry of finance, the State Administration of Taxation and the CSRC, If an individual obtains shares of a listed company from the public offering and transfer market and the holding period is less than 1 month (including 1 month), the full amount of dividend income shall be included in the taxable income; If the shareholding period is more than 1 month to 1 year (including 1 year), 50% shall be included in the taxable income temporarily; If the shareholding period exceeds 1 year, the individual income tax shall be exempted temporarily. The above income shall be subject to individual income tax at the tax rate of 20%. Among them, the stocks of listed companies obtained by individuals from the public offering and transfer market include the stocks of the merged company converted from the stocks of the merged company held by individuals in the merger of listed companies. 9. In the process of Longyuan Power Absorbing and merging Pingzhuang energy, relevant fund managers are requested to pay attention to the relevant matters of ETF, including but not limited to PCF list, clearing and settlement of subscription and redemption, collection and payment on behalf of others, and do a good job in coordination and communication with investors, Pd securities companies, custodian banks and other relevant parties to ensure the smooth development of ETF related businesses.
The original Pingzhuang energy stock investor who holds the A-share issued by Longyuan Power due to share exchange shall hold the A-share of Longyuan Power from the time when the A-share of Longyuan Power is registered in the A-share account of Shenzhen Stock Exchange. The above provisions shall apply to the taxable income of dividends and bonuses distributed by Longyuan Power in the future.
According to the relevant provisions of the notice of China Securities Depository and Clearing Co., Ltd. on implementing the differentiated individual income tax policy for dividends and bonuses of listed companies, the withdrawal of shares of relevant companies caused by the merger and division of listed companies from registration shall not be included in the calculation scope of dividend income tax. The withdrawal of Pingzhuang energy shares from registration due to securities conversion in this transaction is not included in the calculation scope of dividend income tax.
1、 This transaction scheme
Longyuan Power absorbs and merges Pingzhuang energy by means of share exchange, absorption and merger, that is, Longyuan Power issues shares to all shareholders participating in the share exchange of Pingzhuang energy and cash option providers in exchange for Pingzhuang energy shares held by such shareholders.
After the completion of this share exchange, absorption and merger, Longyuan Power, as a surviving company, shall inherit and undertake the assets and liabilities other than the assets to be sold by Pingzhuang energy or its designated wholly-owned subsidiary, and go through the relevant transfer procedures. Pingzhuang energy shall terminate its listing and cancel its legal personality. At the same time, Longyuan Power will apply for listing and circulation on the main board of Shenzhen stock exchange for the A-share shares and original domestic shares issued for this absorption and merger.
In this stock exchange absorption merger, the stock exchange price of Pingzhuang energy is based on the average price of 3.50 yuan / share in the 20 trading days before the pricing benchmark date, with a premium rate of 10%, i.e. 3.85 yuan / share. If there are ex rights and ex interests matters such as cash dividend, stock dividend, conversion of capital reserve into share capital, allotment of shares and so on from the pricing base date to the stock exchange date (including the first and last two days), the above stock exchange price will be adjusted accordingly. In addition, the exchange price will not be adjusted. The calculation formula of share exchange ratio is: share exchange ratio = A-share exchange price of Pingzhuang energy / A-share issuance price of Longyuan Power (the calculation result shall be rounded to four decimal places).
The share exchange ratio of this share exchange, absorption and merger is 1:0.3407, that is, each a share of Pingzhuang energy held by the share exchange shareholder of Pingzhuang energy can be exchanged for 0.3407 A shares of Longyuan Power.
The share exchange absorption and merger share exchange ratio is adjusted according to the issuance price after the equity distribution of Longyuan Power. From the day after the completion of Longyuan Power’s equity distribution to the implementation date of share exchange (including the first and last two days), unless any of the merging parties has ex right and ex interest matters such as cash dividend, stock dividend, conversion of capital reserve to share capital, share allotment, or the issue price or share exchange price must be adjusted in accordance with the requirements of relevant laws, regulations or regulatory authorities, The conversion ratio shall not be adjusted under any other circumstances.
For details of the stock exchange, absorption and merger plan, please read Pingzhuang energy published on the website of Shenzhen Stock Exchange (www.szse. CN) on December 9, 2021 And cninfo (www.cn. Info. Com. CN.) The full text of 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. and relevant documents.
2、 Implementation arrangement of share exchange
The issue object of this share exchange absorption merger is all shareholders of Pingzhuang energy registered after the closing of the stock market on the equity registration date of the merger, including the shareholders of Pingzhuang energy who have not declared, have no right to declare or invalid to exercise the cash option and the cash option providers of dissenting shareholders of Pingzhuang energy.
Longyuan Power, as the merging party and share exchange implementer of this absorption and merger, will exchange shares of Pingzhuang energy held by investors through securities conversion.
According to the list of all shareholders of Pingzhuang energy registered after the closing of Shenzhen Stock Exchange at 3:00 p.m. on the stock exchange registration date (hereinafter referred to as the “list of shareholders for Stock Exchange”), the A-share shares of Pingzhuang energy will be automatically converted into A-share shares issued by Longyuan Power at the conversion ratio of 1:0.3407.
After the share exchange according to the above proportion, the Longyuan Power shares obtained by the share exchange shareholder of Pingzhuang energy shall be an integer. If the amount after the number of Pingzhuang energy shares held multiplied by the share exchange proportion is not an integer, one share shall be issued to each shareholder in turn according to the mantissa after the decimal point until the actual number of shares exchanged is consistent with the planned number of shares. If the number of shares with the same mantissa is more than the number of remaining shares, the method of random distribution by the computer system shall be adopted until the actual number of shares exchanged is consistent with the number of shares planned to be issued.
3、 Relevant arrangements for transfer of consolidated assets
According to the plan of this share exchange, absorption and merger and the agreement between Longyuan Power Group Co., Ltd. and Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) share exchange, absorption and merger and its supplementary agreement (hereinafter collectively referred to as “share exchange, absorption and merger agreement”):
(1) As the merging party, since the closing date, Longyuan Power will continue to enjoy and undertake all assets (including the equity of all companies directly invested), liabilities, business, qualifications, personnel, contracts and all other rights and obligations.
(2) As the absorbed party, the assets to be sold by Pingzhuang energy will be delivered directly to Pingmei Group; From the closing date, all remaining assets and liabilities after Pingzhuang energy sells assets will be undertaken by Longyuan Power or its designated wholly-owned subsidiary. (3) Both parties agree that Longyuan Power and Pingzhuang energy will send notices and announcements on this transaction to their respective creditors in accordance with the relevant provisions of Chinese laws and their respective articles of association, and will pay off their debts or provide full and effective guarantees in accordance with the requirements (if any) of their creditors in accordance with the law. The outstanding debts, obligations and / or responsibilities of Longyuan Power will be borne by Longyuan Power after the delivery date; Pingzhuang energy’s outstanding debts, obligations and / or responsibilities related to the assets to be sold will be borne by Pingmei Group after the closing date, and other outstanding debts, obligations and / or responsibilities other than the assets to be sold will be borne by Longyuan Power or its designated wholly-owned subsidiary after the closing date.
(4) For the corporate bonds, corporate bonds, ultra short-term financing bonds, short-term financing bonds, medium-term notes and other non-financial enterprise debt financing instruments issued and still in existence by Longyuan Power and Pingzhuang energy, Longyuan Power and Pingzhuang energy promise to hold a meeting of debt financing instruments / bondholders in accordance with relevant laws and regulations, prospectus and rules of holders’ meeting, Review the transaction.
4、 Personnel arrangement
According to the relevant provisions of the share exchange, absorption and merger agreement and the relevant resolutions of the Pingzhuang energy workers’ Congress, after the completion of the share exchange, absorption and merger, the labor relations, social security relations, wages and benefits of the employees of Longyuan Power remain unchanged and continue to be borne by Longyuan power; The labor relations of all employees of Pingzhuang energy, pension, medical care, unemployment, industrial injury, maternity and other social insurance relations, as well as other benefits and unpaid wages that should be provided to employees according to law or according to the existing regulations of Pingzhuang energy, shall be inherited by Pingzhuang Coal Group. The compensation and / or compensation (if any) and other expenses and costs related to employee placement caused by such employees’ early termination of the labor contract with Pingzhuang energy shall be paid or borne by Pingmei Group.
5、 Remind investors of concerns
1. After the closing of the stock exchange registration date (January 21, 2022), if the investor has submitted Pingzhuang energy shares as collateral for margin trading, Pingzhuang energy shares as collateral after securities conversion will be converted into Longyuan Power shares.
2. Pingzhuang energy shareholders participating in the agreed repurchase shall go through the formalities of early repurchase no later than the trading day before the date of share exchange registration. After the closing of the stock exchange registration date, if there is still an agreed repurchase securities transaction of Pingzhuang energy that has not been repurchased, after the securities are converted, the relevant securities companies shall timely contact China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for relevant matters, If the losses caused by the failure to timely contact China Securities Depository and Clearing Co., Ltd. Shenzhen Branch to handle relevant matters shall be borne by the participants in the agreed repurchase securities transaction, and China Securities Depository and Clearing Co., Ltd. Shenzhen Branch shall not be liable.
3. For Pingzhuang energy shares that have been pledged, other third-party rights or judicial frozen, these shares will be converted into the shares issued by Longyuan Power after securities conversion. The pledge, other third-party rights or judicial frozen status originally set on Pingzhuang energy shares will continue to be valid on the corresponding shares of Longyuan Power. 4. After the delisting of Pingzhuang energy stock, if there is a cash dividend announced by Pingzhuang energy but not received by the original Pingzhuang energy investor, Longyuan Power will be responsible for distributing the cash dividend not received by the original Pingzhuang energy investor before delisting.
5. According to the relevant provisions of the notice on issues related to the implementation of differentiated individual income tax policies for dividends and bonuses of listed companies (CS [2012] No. 85) and the notice on issues related to differentiated individual income tax policies for dividends and bonuses of listed companies (CS [2015] No. 101) issued by the Ministry of finance, the State Administration of Taxation and the CSRC, If an individual obtains shares of a listed company from the public offering and transfer market and the holding period is less than 1 month (including 1 month), the full amount of dividend income shall be included in the taxable income; If the shareholding period is more than 1 month to 1 year (including 1 year), 50% shall be included in the taxable income temporarily; If the shareholding period exceeds 1 year, the individual income tax shall be exempted temporarily. The above income shall be subject to individual income tax at the tax rate of 20%. Among them, individuals from public offering and transfer
