Stock Code: 605368 stock abbreviation: Henan Lantian Gas Co.Ltd(605368) listing place: Shanghai Stock Exchange Henan Lantian Gas Co.Ltd(605368)
Plan for issuing shares to purchase assets and related party transactions (Abstract)
Project name
Counterparty: Changge Yulong Industrial Co., Ltd
Date of signature: January 2002
catalogue
catalogue 2 interpretation 4 declare that 6 I. statement of listed company 6 II. Statement of counterparty 6. Tips on major issues 8 I. overview of the transaction plan 8 II. This transaction constitutes a related party transaction and does not constitute a major asset reorganization and reorganization listing 8 III. specific scheme of this transaction 8 IV. evaluation and valuation of transaction subject matter 10 v. impact of this restructuring on listed companies Vi. decision making process and approval of this transaction 11 VII. Important commitments made by relevant parties in this restructuring VIII. Principled opinions of the controlling shareholders of the listed company on the reorganization IX. share reduction plan of the controlling shareholders, directors, supervisors and senior managers of the listed company from the date of first disclosure of information related to the reorganization to the completion of implementation 17 X. arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring 17 Xi. Information tips to be supplemented and disclosed 18 major risk tips 19 I. risks related to this transaction 19 II. Operating risks of the subject company 20 III. other risks Section 1 overview of this transaction 23 I. background and purpose of this transaction 23 II. Decision making process and approval of this transaction twenty-five
3、 The specific scheme of this transaction 26 IV. performance compensation commitment arrangement 27 v. impact of this restructuring on listed companies 27 VI. this transaction constitutes a connected transaction 28 VII. This transaction does not constitute a major asset restructuring 28 VIII. This transaction does not constitute reorganization and listing twenty-nine
interpretation
Unless otherwise specified, the following abbreviations have the following meanings in the plan:
Plan refers to the plan for Henan Lantian Gas Co.Ltd(605368) issuing shares to purchase assets and related party transactions
Restructuring report refers to the report on Henan Lantian Gas Co.Ltd(605368) issuing shares to purchase assets and related party transactions (Draft)
Henan Lantian Gas Co.Ltd(605368) / company / the company / refers to Henan Lantian Gas Co.Ltd(605368) listed company
Yunan pipeline refers to Henan Yunan Gas Pipeline Co., Ltd., the predecessor of the company
Changge Lantian / target company refers to Changge Lantian new energy Co., Ltd., formerly known as CGN Yulong (Henan) new energy Co., Ltd
Yulong industry / counterparty refers to Changge Yulong Industry Co., Ltd., the shareholder of Changge Lantian
Yunan gas refers to Henan Yunan Gas Co., Ltd. Henan Lantian Gas Co.Ltd(605368) a wholly-owned subsidiary
Xinchang gas refers to Henan Lantian Xinchang Gas Co., Ltd. Henan Lantian Gas Co.Ltd(605368) a wholly-owned subsidiary
Lantian group refers to Henan Lantian Group Co., Ltd. Henan Lantian Gas Co.Ltd(605368) controlling shareholder
Lantian investment refers to Henan Lantian Energy Investment Co., Ltd., the controlling shareholder of Lantian group
Guangshan Yiguang Industrial Group Co., Ltd., a wholly-owned subsidiary of Lantian investment, is the original shareholder of the company. In November 2007, the name was changed to Guangshan Yiguang Industrial Co., Ltd; In January 2010, the name was changed to Guangshan Yiguang Real Estate Co., Ltd; In June 2013, the name was changed to Guangshan Yiguang Trading Co., Ltd; Cancelled on January 23, 2017
This transaction / this restructuring means that Henan Lantian Gas Co.Ltd(605368) intends to issue shares to Yulong industry to purchase 52% equity of Changge Lantian held by it
The transaction target / target asset refers to 52% equity of Changge Lantian
Company law means the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies (revised in 2020)
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange (revised in 2022)
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Natural gas refers to the combustible mixed gas formed and migrated under different geological conditions and stored in underground structures at a certain pressure. Its chemical composition is mainly methane
LNG refers to liquefied natural gas
Franchising of municipal public utilities refers to the system in which the government selects investors or operators of municipal public utilities through the market competition mechanism in accordance with relevant laws and regulations, and specifies that franchising refers to the system in which they operate a certain municipal public utility product or provide a certain service within a certain period of time and scope.
Municipal utilities include urban water supply, gas supply, heat supply, public transportation, sewage treatment, garbage treatment and other industries
Square refers to 1 cubic meter of natural gas, which is equal to 35.315 cubic feet of natural gas
The financial data and financial indicators quoted in the plan, unless otherwise specified, refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
If there is any difference in the mantissa between the sum of some total numbers and each detailed number in the plan, these differences are caused by rounding.
Statement
1、 Statement of listed company
The company guarantees that the contents of the plan and its summary are true, accurate and complete without false records, misleading statements or major omissions, and assumes individual and joint legal liabilities for its authenticity, accuracy and integrity. As of the signing date of the plan, the audit and evaluation of the underlying assets of this transaction have not been completed. The board of directors and all directors of the company guarantee the authenticity and rationality of the relevant data quoted in the plan and its summary. The audited financial data and asset evaluation results of relevant assets will be disclosed in the restructuring report.
The matters stated in the plan do not represent the substantive judgment, confirmation or approval of the CSRC and Shanghai Stock Exchange on matters related to this transaction. The effectiveness and completion of the matters related to this transaction described in the plan have yet to be approved by the CSRC.
According to the securities law and other relevant laws and regulations, after the completion of this transaction, the company shall be responsible for the changes in the company's operation and income, and the investors shall be responsible for the investment risks caused by the changes. When evaluating the company's transaction, in addition to the contents of the plan and relevant documents disclosed at the same time with the plan, investors should also seriously consider various risk factors disclosed in the plan. If investors have any questions about the plan, they should consult their own stockbrokers, lawyers, accountants or other professional consultants. 2、 Counterparty statement
Yulong industry, the counterparty of this reorganization, has issued the following commitments and statements on the authenticity, accuracy and completeness of the information and materials provided in the process of this reorganization:
"1. The company will timely provide the listed company with the information related to the reorganization, and ensure that the information provided is true, accurate and complete without false records, misleading statements or major omissions. If the information provided has false records, misleading statements or major omissions, and causes losses to the listed company or investors, the company will be liable for compensation according to law.
2. The company guarantees to provide all intermediaries and listed companies involved in this restructuring with information and documents related to this transaction (including but not limited to original written materials, duplicate materials, etc.), the copies or copies of documents and materials are consistent with the original or original, and the signatures and seals of such documents and materials are true, The signatories of such documents are legally authorized and effectively sign such documents; Ensure that all materials and relevant information provided are true, accurate and complete without any false records, misleading statements or major omissions, and bear corresponding legal liabilities for the authenticity, accuracy and completeness of such materials and relevant information.
3. If the reorganization is filed for investigation by the judicial organ or the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, the company will not transfer the shares with interests in the listed company until the investigation conclusion of the case is clear; And submit the written application for suspension of transfer and stock account to the board of directors of the listed company within two trading days after receiving the notice of filing inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on behalf of the company; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit the company's account information to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit the account information of the company to the stock exchange and the registration and settlement company, it authorizes the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, the company promises to lock up shares and voluntarily use them for compensation arrangements for relevant investors.
4. The company promises that it will bear individual and joint legal liabilities in case of violation of the above guarantees and statements. "
Tips on major events
The words or abbreviations mentioned in this part have the same meanings as those defined in the "interpretation" part of the plan. As of the signing date of the plan, the audit and evaluation of the underlying assets of this transaction have not been completed. The audited financial data, asset evaluation results and pricing of the underlying assets will be disclosed in the restructuring report to draw the attention of investors.
In particular, investors are reminded to carefully read the full text of the plan and pay attention to the following matters: I. overview of the trading scheme
Henan Lantian Gas Co.Ltd(605368) it is proposed to issue shares to Yulong industry to purchase 52% equity of Changge Lantian, which does not involve supporting raised funds. After the completion of this transaction, Changge Lantian will become a wholly-owned subsidiary of Henan Lantian Gas Co.Ltd(605368) . 2、 This transaction constitutes a connected transaction and does not constitute a major asset restructuring and listing
(I) this transaction constitutes a connected transaction
After the completion of this transaction, the counterparty Yulong industry is expected to hold more than 5% of the shares of the listed company, which is the affiliated legal person of the listed company.
According to the relevant provisions of the listing rules, this transaction constitutes a connected transaction.
(II) this transaction does not constitute a major asset restructuring
The audit and evaluation of the underlying assets of this transaction have not been completed, so the transaction amount of the underlying assets of this transaction has not been determined. According to Article 12 of the reorganization management measures, based on the audited financial data of the listed company in 2020 and the financial data of the target company in 2020 not audited by an accounting firm hired by the listed company, this transaction is not expected to constitute a major asset reorganization.
(III) this transaction does not constitute reorganization and listing
The control of the listed company has not changed in the last 36 months. Before this transaction, the controlling shareholder of the listed company was Lantian group and the actual controller was Li Xinhua. This transaction did not result in any change in the control of the listed company. Therefore, this transaction does not constitute reorganization and listing. 3、 Specific scheme of this transaction
(I) issuing shares to purchase assets
Henan Lantian Gas Co.Ltd(605368) it is proposed to issue shares to Yulong industry to purchase 52% equity of Changge Lantian, which does not involve supporting raised funds. After the completion of this transaction, Changge Lantian will become a wholly-owned subsidiary of Henan Lantian Gas Co.Ltd(605368) .
As of the signing date of the plan, the estimated value and proposed pricing of the underlying assets have not been finalized because the audit and evaluation of 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.
The pricing benchmark date of the issued shares is the announcement date of the resolution of the 16th meeting of the Fifth Board of directors, and 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. Both parties to the transaction shall conduct business negotiations in accordance with the fair and voluntary market-oriented principles, take into account the interests of all parties, and take into account the existing assets and income of the listed company, the profitability of the underlying assets and the stock market
