Securities code: 000780 securities abbreviation: Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) Announcement No.: 2022-004
Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780)
Announcement on termination of listing and delisting of the company's shares
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Longyuan Electric Power Group Co., Ltd. (hereinafter referred to as "Longyuan electric power") issued A-Shares for share exchange and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) (hereinafter referred to as "Pingzhuang energy" or "St Pingneng" or "the company") (hereinafter referred to as "this share exchange and merger") 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 plan of share exchange, absorption and merger, the company applied to Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") for the delisting of the company's shares. SZS [2022] No. 70 document of Shenzhen Stock Exchange has agreed that the listing of the company's RMB common shares will be terminated and delisted from January 24, 2022.
The relevant information about the delisting of the company's shares is as follows:
Stock nature: RMB common stock
Stock abbreviation: St Pingneng
Stock Code: 000780
Delisting date: January 24, 2022
The listing of the company's shares will be terminated from January 24, 2022. The registration date of Longyuan Power's share exchange, absorption and merger of the company's equity is January 21, 2022. After the closing of the equity registration date, the company's shares held by the company's shareholders will be converted into Longyuan Power's shares at the ratio of 1:0.3407, That is, every Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) a share held by the Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) share exchange shareholder can be exchanged for 0.3407 A shares issued by Longyuan Power in this share exchange. Based on the total share capital of St Pingneng 1014306324 shares, the number of St Pingneng shares participating in this share exchange is 1014306324 shares.
The A-share shares of Longyuan Power exchanged by the shareholders of the company will be listed and traded on the Shenzhen Stock Exchange after the initial registration of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. Longyuan Power will be listed on the Shenzhen Stock Exchange on January 24, 2022. The stock of Longyuan Power is referred to as "Longyuan Power" for short, and the stock code is "001289" (for details about the listing of Longyuan Power, see the listing announcement and relevant disclosure documents issued by Longyuan Power on that day). The follow-up arrangements for relevant matters are as follows:
1、 Disposal of pledged or frozen shares
For St Pingneng shares whose transfer is restricted by laws and regulations such as pledge, other third-party rights or judicial freezing, these shares will be converted into the shares of Longyuan Power, the surviving party after the merger. The pledge and judicial freezing originally set on St Pingneng shares will continue to be valid on the A shares of Longyuan power.
2、 Relevant arrangements after termination of listing
(I) settlement arrangement of this transaction
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 referred to as the "share exchange, absorption and merger agreement"), on the implementation date of share exchange (January 21, 2022), the share exchange ratio of Longyuan Power's share exchange, absorption and merger of St ordinary energy is 1:0.3407, That is, every St Pingneng a share held by St Pingneng shareholders can be exchanged for 0.3407 A shares issued by Longyuan Power in this share exchange. After the completion of this absorption and merger, Longyuan Power, as the surviving company, shall inherit and undertake the assets and liabilities other than the assets to be sold by Pingzhuang energy by it or its designated wholly-owned subsidiary, and handle the relevant transfer procedures.
(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.
(II) employee resettlement scheme
According to the relevant provisions of the share exchange, absorption and merger agreement and the relevant resolutions of the employee congress of the company, 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.
3、 Contact person and contact information
After the termination of the listing of the company's shares, investors are invited to pay attention to the subsequent announcements of Longyuan Power on matters related to share exchange, absorption and merger. If you have any questions, you can contact them in the following ways:
(I) Longyuan Power Group Co., Ltd
Contact: Huang Zhongnan
Contact address: room 2006, 20 / F, No. 6, Fuchengmen North Street, Xicheng District, Beijing
Tel.: 010-63887787
Fax No.: 010-63887780
(Ⅱ) Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780)
Contact: Yin Xiaodong
Contact address: hahe street, Pingzhuang Town, Yuanbaoshan District, Chifeng City, Inner Mongolia
Tel: 0476-3323008, 3328400, 3324281
Fax No.: 0476-3328220
It is hereby announced.
Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) board of directors
January 21, 2022
