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
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 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 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 the following circumstances in stock trading, the Shenzhen Stock Exchange may implement temporary suspension measures: (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 shall be 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、 Important statement
(I) 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 integrity of the listing announcement, and promise that there are no false records, misleading statements or major omissions in 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 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.
(II) Longyuan Power absorbed and merged Pingzhuang energy by issuing A-share 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.
(III) China Securities Regulatory Commission has issued the reply on Approving the application of Longyuan Power Group Co., Ltd. for share absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) (zjxk [2021] No. 3813), and approved the share absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) 1 issued by Longyuan Power Group Co., Ltd.
1 note: the number of shares to be issued in this share exchange, absorption and merger stated in 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 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 same below.
The opening 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.
(V) unless otherwise specified, the abbreviation in 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. 2、 Commitment on restricted circulation and voluntary locking of shares
(I) commitment of the controlling shareholder, national energy group, on matters related to share locking
National energy group, the controlling shareholder of Longyuan Power, promises:
"1. Within 36 months from the date of listing and trading of A-Shares of Longyuan Power, it shall not transfer or entrust others to manage the shares (excluding H shares) directly and indirectly held by the company before the share exchange and merger of Longyuan Power Nor will Longyuan Power repurchase such shares. Within six months after the listing of Longyuan Power A shares, if the closing price of Longyuan Power A shares is lower than the issue price for 20 consecutive trading days, or the closing price at the end of six months after the listing is lower than the issue price, the company promises to automatically extend the lock-in period of holding Longyuan Power shares for six months.
2. If relevant laws, regulations and normative documents or securities regulatory authorities such as China Securities Regulatory Commission have other requirements on the lock-in period of shares, the company agrees to adjust the lock-in period of Longyuan Power shares (excluding H shares) held by the company accordingly.
3. The company promises to bear and compensate all losses caused to Longyuan Power and its controlled enterprises due to violation of the above commitments or the provisions of relevant laws, regulations and normative documents.
4. One year after the listing of Longyuan Power's A-share shares, if one of the following circumstances occurs, the commitment in Article 1 above can be exempted with the application of the company and the consent of Shenzhen Stock Exchange: (I) both parties to the transfer have actual control relationship or are controlled by the same controller; (II) other circumstances recognized by Shenzhen Stock Exchange. "
(II) commitments of shareholders Liaoning electric power and Pingmei Group on matters related to share locking
The company's shareholder Liaoning electric power promises:
"1. Within 36 months from the date of listing and trading of A-Shares of Longyuan Power, it shall not transfer or entrust others to manage the shares (excluding H shares) directly and indirectly held by the company before the share exchange and merger of Longyuan Power Nor will Longyuan Power repurchase such shares. Within six months after the listing of Longyuan Power A shares, if the closing price of Longyuan Power A shares is lower than the issue price for 20 consecutive trading days, or the closing price at the end of six months after the listing is lower than the issue price, the company promises to automatically extend the lock-in period of holding Longyuan Power shares for six months.
2. If relevant laws, regulations and normative documents or securities regulatory authorities such as China Securities Regulatory Commission have other requirements on the lock-in period of shares, the company agrees to adjust the lock-in period of Longyuan Power shares (excluding H shares) held by the company accordingly.
3. The company promises to bear and compensate all losses caused to Longyuan Power and its controlled enterprises due to violation of the above commitments or the provisions of relevant laws, regulations and normative documents.
4. One year after the listing of Longyuan Power's A-share shares, if one of the following circumstances occurs, the commitment in Article 1 above can be exempted with the application of the company and the consent of Shenzhen Stock Exchange: (I) both parties to the transfer have actual control relationship or are controlled by the same controller; (II) other circumstances recognized by the exchange. "
Pingmei Group promises:
"1. Within 36 months from the date of listing and trading of A-Shares of Longyuan Power, Longyuan Power will not transfer or entrust others to manage the shares of Longyuan Power held by the company due to this share exchange, absorption and merger, nor will Longyuan Power buy back such shares. Within six months after listing of A shares of Longyuan Power, if the closing price of A-Shares of Longyuan Power is lower than the issuing price for 20 consecutive trading days If the market price or the closing price at the end of six months after listing is lower than the issue price, the company promises to automatically extend the lock-in period of holding Longyuan Power shares for six months.
2. If relevant laws, regulations and normative documents or securities regulatory authorities such as China Securities Regulatory Commission have other requirements on the lock-in period of shares, the company agrees to adjust the lock-in period of Longyuan Power shares (excluding H shares) held by the company accordingly.
3. The company promises to bear and compensate all losses caused to Longyuan Power and its controlled enterprises due to violation of the above commitments or the provisions of relevant laws, regulations and normative documents.
4. One year after the listing of Longyuan Power's A-share shares, if one of the following circumstances occurs, the commitment in Article 1 above can be exempted with the application of the company and the consent of Shenzhen Stock Exchange: (I) both parties to the transfer have actual control relationship or are controlled by the same controller; (II) other circumstances recognized by Shenzhen Stock Exchange. "
(III) the directors, supervisors and senior managers of the company promise:
"1. Within 12 months from the date of listing and trading of A-Shares of Longyuan Power, I will not transfer or entrust others to manage the shares directly and indirectly held by me (excluding H shares, if any) Nor will Longyuan Power repurchase such shares. Within six months after the listing of Longyuan Power A shares, if the closing price of Longyuan Power A shares is lower than the issue price for 20 consecutive trading days, or the closing price at the end of six months after the listing is lower than the issue price, I promise that the lock-in period of holding Longyuan Power shares will be automatically extended for six months.
2. If I reduce the shares of the issuer within two years after the expiration of the above locking period, the reduction price shall not be lower than the issuance price of A-Shares of Longyuan Power in this transaction.
3. After the expiration of the above share lock period, when I am a director and senior manager of Longyuan Power, on the premise of meeting the share lock commitment, the shares of Longyuan Power transferred and held by me each year shall not exceed 25% of the total shares of Longyuan Power directly or indirectly held by me; Do not transfer or entrust others to manage the shares of Longyuan Power directly or indirectly held by me within half a year after resignation.
4. During my tenure as a director and senior manager of Longyuan Power, I will strictly abide by the relevant provisions of laws, regulations and normative documents on the shareholding and share changes of directors and senior managers, perform the obligations of directors and senior managers in good faith, and truthfully and timely report the shares and changes of Longyuan Power directly or indirectly held by me.
5. If the relevant laws, regulations and normative documents or the securities regulatory authorities such as the CSRC or its dispatched offices and Shenzhen Stock Exchange have other requirements on the lock-in period of shares, I agree to adjust the lock-in period of my shares of Longyuan Power (excluding H shares). "
3、 Commitment that there are no false records, misleading statements or major omissions in relevant documents
(I) commitment of the issuer
The company promises:
"Longyuan Power guarantees that the statements and commitments issued for this transaction and the relevant information provided for this transaction are true, accurate and complete, and there are no false records, misleading statements or major omissions. At the same time, Longyuan Power promises that the materials provided to the intermediaries participating in this transaction are true, accurate and complete original written materials or duplicate materials, and the copies of materials Or the copy is consistent with the original data or the original. The signatures and seals of all documents are true, and the authenticity and accuracy of the information provided are guaranteed
