Securities code: 001289 securities abbreviation: Longyuan Power Announcement No.: 2022-001
Longyuan Electric Power Group Co., Ltd
Suggestive announcement on stock listing and trading
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records and misleading
Material statements or material omissions.
1、 Tips for listing and trading of the company's shares
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.
According to the share exchange, absorption and merger plan, Pingzhuang energy submitted an application to Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") for the termination of the listing of Pingzhuang energy shares. Shenzhen Stock Exchange SZS [2022] No. 70 document has agreed that Pingzhuang energy A shares will be terminated and delisted from January 24, 2022. The registration date of the share exchange right of Longyuan Power to absorb and merge Pingzhuang energy is January 21, 2022. After the closing of the share exchange right registration date, Pingzhuang energy shares will be converted into A-Shares of Longyuan Power. The share exchange ratio of Longyuan Power to absorb and merge Pingzhuang energy is 1:0.3407, that is, the share of Pingzhuang energy held by the share exchange shareholder can be exchanged for 0.3407 shares issued by Longyuan Power this time.
2. As agreed in the notice on listing of RMB common shares of Longyuan Power Group Co., Ltd. (SZS [2022] No. 69) of Shenzhen Stock Exchange, the RMB common shares issued by Longyuan Power will be listed on Shenzhen Stock Exchange on January 24, 2022. The securities are referred to as "Longyuan Power" for short and the securities code is "001289".
3. The opening reference price of Longyuan Power stock 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.
(I) 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;
(II) in case of any 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 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 temporary trading suspension in the session shall be subject to the announcement of Shenzhen Stock Exchange. If the temporary trading suspension time exceeds 14:57, trading shall be resumed at 14:57, and the accepted declarations shall be subject to resumption call auction, followed by closing call auction.
2、 Overview of the company's stock listing
1. Place of listing: Shenzhen Stock Exchange
2. Time of listing: January 24, 2022
3. Stock abbreviation: Longyuan Power
4. Stock Code: 001289
5. Total share capital after the completion of this share exchange, absorption and Merger: 8381963164 shares, including 5041934164 A shares in total, including 133336024 tradable shares and 212238140 tradable shares committed to locking, 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
6. The number of shares in this public offering of a shares: 345574164 shares, all of which are new shares without transfer of old shares
7. Circulation restrictions and term of shares held by shareholders before this issuance
After the completion of this share exchange, absorption and merger, National Energy Investment Group Co., Ltd. (hereinafter referred to as "national energy group") directly and indirectly holds 4908598140 shares of Longyuan Power, accounting for 58.56% of the total share capital of Longyuan Power, of which national energy group Liaoning Power Co., Ltd. (hereinafter referred to as "Liaoning power") is the holding subsidiary of national energy group, Directly holding 93927200 shares of the company, accounting for 1.12% of the total share capital after issuance; Inner Mongolia Pingzhuang Coal Industry (Group) Co., Ltd. (hereinafter referred to as "Pingmei Group") is a holding subsidiary of national energy group, directly holding 212238140 shares of the company, accounting for 2.53% of the total share capital after issuance; National Energy Group remains the controlling shareholder of Longyuan Power. SASAC of the State Council holds 100% of the equity of national energy group and remains the actual controller of Longyuan Power. (the number of Longyuan Power shares held by Pingmei Group and other shareholders of former Pingzhuang energy after the completion of this transaction shall be subject to the number of shares finally registered by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch)
After the issuance, the shareholding ratio of the company's public shareholders shall not be less than 10%, and the distribution of the company's public shareholders shall meet the listing conditions.
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 will 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. "
Liaoning electric power, the shareholder of Longyuan electric power, promised: "1. Within 36 months from the date of listing and trading of A-Shares of Longyuan electric power, it will 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 electric 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, the shareholder of Longyuan Power, 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. "
3、 Latest share structure of the company
1. The share structure after the share exchange and merger is as follows:
Ratio of share capital after issuance to available trading date
Name of shareholder number of shares (shares) example (non trading day will be postponed to the next trading day)
National energy group 4602432800 54.91% January 24, 2025
(domestic shares / A shares)
Liaoning electric power 93927200 1.12% January 24, 2025
(domestic shares / A shares)
Pingdingshan Coal Group 212238140 2.53% January 24, 2025
(A shares)
Other shareholders of yuanpingzhuang energy 133336024 1.59% January 24, 2022
(A shares)
Other H-share shareholders 3340029000 39.85%-
(H shares)
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.
2. Shares held by the top ten shareholders of Longyuan Power
No. shareholder name shareholding ratio of the number of A-Shares in the total share capital of A-Shares in the total share capital of the company
1. National energy group 4602432800 91.28% 54.91% restricted tradable shares
2 Pingmei Group 212238140 4.21% 2.53% non tradable shares
3 Liaoning electric power 93927200 1.86% 1.12% restricted tradable shares
4 Chen qiongzhi 4461858 0.09% 0.05% non tradable shares
5 Shenzhen Shiquan Investment Management Co., Ltd
