Securities code: 605368 securities abbreviation: Henan Lantian Gas Co.Ltd(605368) Announcement No.: 2022-004 Henan Lantian Gas Co.Ltd(605368)
Announcement on resolutions of the 16th meeting of the 5th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Convening and attendance of the meeting
The 16th meeting of the 5th board of directors of Henan Lantian Gas Co.Ltd(605368) (hereinafter referred to as "the company" or "listed company") was held in the company's conference room on January 21, 2022, and the meeting notice was sent by telephone on January 17, 2022. The company has 8 directors, and 8 directors actually attended and voted. The meeting was presided over by Mr. Li Guoxi, chairman of the company, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was convened and held in accordance with relevant laws, regulations and the articles of association.
2、 Deliberation of proposals at the meeting
1. The proposal on the company meeting the conditions for issuing shares to purchase assets was deliberated and adopted
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), and the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring") promulgated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") In accordance with the provisions of laws, regulations, departmental rules and normative documents such as the provisions on Several Issues concerning the standardization of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, and in comparison with the conditions for listed companies to issue shares to purchase assets, the board of directors of the company conducted a serious self-examination and demonstration on the actual situation and related matters of the company, Consider that the company meets the requirements and conditions for issuing shares to purchase assets.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. The proposal on the company's plan for issuing shares to purchase assets and related party transactions was deliberated and adopted one by one
In order to further improve the quality of the company's assets, expand the scale of assets, give full play to synergy, enhance the company's competitiveness and sustainable profitability, promote the long-term development of the company and protect the interests of minority shareholders, The company intends to purchase 52% equity of Changge Lantian new energy Co., Ltd. (hereinafter referred to as "Lantian new energy" or "target company") held by Changge Yulong Industrial Co., Ltd. (hereinafter referred to as "Yulong industry" or "counterparty") by issuing shares (hereinafter referred to as "this transaction").
The board of directors of the company voted and approved the following matters one by one:
1) Transaction method, underlying assets and counterparty
The company plans to purchase 52% equity of blue sky new energy held by Yulong industry by issuing shares. The underlying asset of the assets purchased by issuing shares this time is 52% equity of Lantian new energy (hereinafter referred to as "underlying asset").
The counterparty of this issuance of shares to purchase assets is Yulong industry.
Voting results: 8 in favor, 0 against and 0 abstention.
2) Transaction price and pricing basis
The listed company and the counterparty agree to audit and evaluate the underlying assets on the base date of December 31, 2021. At present, the audit and evaluation related to the underlying assets have not been completed. The transaction price of the underlying assets of this transaction is based on the evaluation results of the asset evaluation report issued by the asset evaluation institution and determined by the listed company through negotiation with the counterparty. The audited financial data, asset evaluation results and pricing of the underlying assets will be disclosed in the restructuring report.
Voting results: 8 in favor, 0 against and 0 abstention.
3) Payment method
The company will pay all the transaction consideration of the underlying assets by issuing shares.
Voting results: 8 in favor, 0 against and 0 abstention.
4) Type and par value of issued shares
The shares issued this time are RMB ordinary shares (A shares) listed in China, with a par value of 1.00 yuan per share.
Voting results: 8 in favor, 0 against and 0 abstention.
5) Distribution mode
The issuance will be completed within 12 months after the approval of the CSRC by means of non-public issuance of shares to specific objects.
Voting results: 8 in favor, 0 against and 0 abstention.
6) Distribution object
The issuing object of this issuance is the counterparty.
Voting results: 8 in favor, 0 against and 0 abstention.
7) Pricing base date and issue price
The benchmark date for the pricing of shares issued this time is the announcement date of the resolution of the 16th meeting of the Fifth Board of directors of the company. According to the measures for the administration of reorganization and other relevant provisions, the price of shares issued by listed companies shall not be lower than 90% of the market reference price. The market reference price is one of the average trading prices of the company's shares 20 trading days, 60 trading days or 120 trading days before the announcement date of the resolution of the board of directors to purchase assets by issuing shares. The average trading price of the company's shares on several trading days before the announcement date of the resolution of the board of directors = the total trading volume of the company's shares on several trading days before the announcement date of the resolution / the total trading volume of the company's shares on several trading days before the announcement date of the resolution.
After the coordination of all parties, all parties to the transaction have determined to select 90% of the average trading price of the company's shares 60 trading days before the pricing benchmark date as the pricing basis for the purchase of assets by issuing shares this time. The issuing price of the shares to purchase assets is 12.94 yuan / share, which is no less than 90% of the average stock trading price 60 trading days before the pricing benchmark date.
During the period from the benchmark date of asset pricing for the purchase of shares issued this time to the date of issuance, if the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance price will be adjusted accordingly in accordance with the relevant rules of China Securities Regulatory Commission and Shanghai Stock Exchange.
Voting results: 8 in favor, 0 against and 0 abstention.
8) Number of issues
The number of shares issued in this exchange will be determined according to the final transaction price of the underlying assets and in the following way: the total number of shares issued in this issue = the transaction price of the underlying assets ÷ the issuance price of this issue.
If the number of shares that can be exchanged by the counterparty after calculation according to the above formula is not an integer, the counterparty agrees to give up the difference if it is less than 1 share.
As of the date of this resolution, the transaction price and issue price of the underlying assets have not been finalized, and the number of shares issued in this transaction has not been finalized. Both parties confirm that the final number of shares issued in this transaction shall be considered and approved by the general meeting of shareholders of the listed company, and shall be subject to the total number of shares issued approved by the CSRC.
Voting results: 8 in favor, 0 against and 0 abstention.
9) Adjustment of issue price and quantity
During the period from the pricing benchmark date of this offering to the completion date of this offering, if the listed company has ex right and ex interest matters such as dividend distribution, share distribution, allotment, conversion of capital reserve into share capital, the issue price will be adjusted in accordance with laws and regulations, relevant rules of China Securities Regulatory Commission and Shanghai Stock Exchange.
The issuing price shall be adjusted according to the following formula, and the calculation method is as follows:
Distribution of stock dividends or conversion of capital reserve into share capital: P1 = P0 / (1 + n);
Allotment: P1 = (P0 + a) × k）／（1＋k）；
The above two items are carried out simultaneously: P1 = (P0 + A × k）／（1＋n＋k）；
Cash dividend: P1 = P0 － D;
The above three items shall be carried out simultaneously: P1 = (p0-d + A × k）／（1＋n＋k）。
Where P0 is the effective issue price before adjustment, n is the share offering rate or share capital conversion rate, K is the share allotment rate, a is the share allotment price, D is the cash dividend distributed per share, and P1 is the effective issue price after adjustment. Voting results: 8 in favor, 0 against and 0 abstention.
10) Listing place of issued shares
The shares issued this time will be listed and traded on the Shanghai Stock Exchange.
Voting results: 8 in favor, 0 against and 0 abstention.
11) Share locking arrangements
The newly increased shares of the listed company obtained by Yulong industry in this transaction shall not be transferred in any way (including but not limited to public transfer through the securities market, block transaction or agreement) within 36 months from the date of listing of such shares. The shares increased due to the bonus shares and capital increase of the listed company shall also be locked in accordance with the above-mentioned locking period. If China Securities Regulatory Commission and Shanghai Stock Exchange have more strict regulations and requirements on the sale of shares, the shares of the above listed company subscribed by the counterparty shall automatically comply with their regulations and requirements.
Voting results: 8 in favor, 0 against and 0 abstention.
12) Profit and loss arrangement during the transition period of the underlying asset
This transaction is a transition period from the evaluation (AUDIT) base date to the delivery date. During the transition period, the gains of blue sky new energy will be owned by the listed company, and the losses will be made up by the counterparty, and such making up obligations will be made up by the counterparty to the listed company in cash according to the proportion of equity sold in this transaction.
Voting results: 8 in favor, 0 against and 0 abstention.
13) Accumulated undistributed profit arrangement
After the completion of this transaction, in order to take into account the interests of new and old shareholders, the new and old shareholders of the company jointly enjoy the accumulated undistributed profits before this issuance.
Voting results: 8 in favor, 0 against and 0 abstention.
14) Validity of resolution
The resolution of this transaction shall be valid within 12 months from the date of deliberation and adoption of relevant proposals by the general meeting of shareholders. If the company has obtained the approval document of the CSRC for this transaction within the above validity period, the validity period will be automatically extended to the date of completion of this transaction.
Voting results: 8 in favor, 0 against and 0 abstention.
All the above proposals need to be submitted to the general meeting of shareholders of the company for deliberation one by one.
3. The proposal on this transaction constituting connected transactions was deliberated and adopted
According to the transaction plan and the framework agreement on issuing shares to purchase assets, Yulong industry is expected to hold more than 5% of the equity of the listed company after the completion of the share issuance. According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange, Yulong industry is a related party of the listed company. Therefore, this transaction constitutes a connected transaction.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on the compliance of this transaction with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies was deliberated and adopted
The board of directors of the company has carefully analyzed whether this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and believes that this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. The proposal on the compliance of this transaction with the relevant provisions of the administrative measures for major asset restructuring of listed companies was deliberated and adopted
The board of directors of the company has carefully analyzed whether the transaction complies with the relevant provisions of the reorganization management measures. The board of Directors believes that the transaction complies with the relevant provisions of the reorganization management measures, as follows:
(I) this transaction complies with the relevant requirements specified in Article 11 of the reorganization management measures, as follows: 1) this transaction complies with the national industrial policies and the provisions of laws and administrative regulations on environmental protection, land management, antitrust and so on;
2) After the completion of this transaction, the total shareholding ratio of public shareholders of the listed company at that time shall not be less than 10% of the total share capital of the listed company after the completion of this transaction. The total share capital, number of shareholders, equity structure and equity distribution of the listed company shall comply with the provisions of the securities law and the stock listing rules of Shanghai Stock Exchange
3) The transaction amount of the subject assets of this transaction is based on the appraisal value determined in the appraisal report issued by the asset appraisal institution hired by the company. After negotiation between the two parties, the asset pricing is fair and there is no damage to the legitimate rights and interests of the company and shareholders;
4) Before the announcement of the resolution of the board of directors, the counterparty has legally owned the complete rights of the underlying assets, and there is no restriction or prohibition on the transfer of the equity of the underlying company. The subject company does not have any false capital contribution or affect its legal existence. The ownership of assets involved in this exchange is clear, there are no legal obstacles to asset transfer or transfer, and the treatment of relevant creditor's rights and debts is legal;
5) This transaction is conducive to the listed company to enhance its sustainable operation ability, and there is no situation that may lead to the listed company's main assets being cash or no specific business after this transaction;
6) This transaction is conducive to the listed company's independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of listed companies; 7) This transaction is conducive to the listed company to form or maintain a sound and effective corporate governance structure.
(II) this transaction complies with the relevant conditions for issuing shares to purchase assets stipulated in Article 43 of the reorganization management measures, as follows:
1) This transaction is conducive to the company's expansion of urban gas business operation area, enhancement of market influence, improvement of asset quality, improvement of financial status and enhancement of sustainable profitability of listed companies, reduction of related party transactions, avoidance of horizontal competition and enhancement of independence of listed companies;
2) The certified public accountant has issued a standard unqualified audit report on the company's financial report for the most recent year; 3) The company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or by CSRC for suspected violations of laws and regulations;
4) The equity ownership of blue sky new energy, the subject company of this transaction, is clear, and there is no false investment or affecting its legal existence, nor is there any restriction or prohibition on transfer. After the completion of this transaction, the target company will become a wholly-owned subsidiary of the company and can complete the ownership transfer procedures within the agreed period.
5) This transaction meets other conditions stipulated by the CSRC.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. The proposal on < Henan Lantian Gas Co.Ltd(605368) issuing shares to purchase assets and related party transactions and its summary was deliberated and adopted
For the purpose of completing this transaction, it is agreed that the company
