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
Project name
Counterparty: Changge Yulong Industrial Co., Ltd
Date of signature: January 2002
catalogue
catalogue 2 interpretation 5 declare that 7 I. statement of listed company 7 II. Statement of counterparty 7 tips on major issues 9 I. overview of the transaction plan 9 II. This transaction constitutes a connected transaction and does not constitute a major asset reorganization and reorganization listing 9 III. specific scheme of this transaction 9 IV. evaluation and valuation of the transaction object 11 v. impact of this restructuring on listed companies 11 VI. decision making process and approval of this transaction 12 VII. Important commitments made by relevant parties in this restructuring VIII. Principled opinions of the controlling shareholders of the listed company on this 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 18 X. arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring 18 Xi. Information tips to be supplemented and disclosed 19 major risk tips 20 I. risks related to this transaction 20 II. Operating risks of the subject company 21 III. other risks Section 1 overview of this transaction 24 I. background and purpose of this transaction 24 II. Decision making process and approval of this transaction twenty-six
3、 The specific scheme of this transaction 27 IV. performance compensation commitment arrangement 28 v. impact of this restructuring on listed companies 28 VI. this transaction constitutes a connected transaction 29 VII. This transaction does not constitute a major asset restructuring 29 VIII. This transaction does not constitute reorganization and listing Section 2 basic information of listed companies 31 I. Company Profile 31 II. Establishment of the company and changes in share capital 31 III. share capital structure and top ten shareholders 35 IV. controlling shareholders and actual controllers of the company 36 v. main business development in the last three years 37 VI. main financial data and financial indicators 38 VII. Major asset restructuring in the last three years 39 VIII. Administrative punishment or criminal punishment of the company and its current directors and senior managers in the past three years Section 3 basic information of counterparties 41 I. Basic information of the counterparty 41 II. Property right control relationship Section IV basic information of the subject assets 42 I. Basic information of the underlying asset 42 II. Property right and control relationship 42 III. subsidiaries 42 IV. development of main business 43 v. main financial data of the last two years and the first period Section V appraisal of the subject assets Section VI issuance of shares 51 I. type and par value of issued shares 51 II. Price of issued shares and pricing basis fifty-one
3、 Number of shares issued and to whom 52 IV. regular arrangement of share lock 52 v. listing place of the issued shares 52 VI. profit and loss arrangement during the transition period 52 VII. Arrangement of accumulated undistributed profits Section 7 impact of this transaction on listed companies 54 I. The impact of this transaction on the main business of the listed company 54 II. The impact of this transaction on the profitability and capital structure of listed companies 54 III. impact of this transaction on related party transactions of listed companies 54 IV. impact of this transaction on the equity structure of listed companies 54 Section VIII risk factors 56 I. risks related to this transaction 56 II. Operating risks of the subject company 57 III. other risks 59 section IX other important matters 60 I. asset transactions of Listed Companies in the last 12 months 60 II. Description of stock price fluctuation before the announcement of this restructuring plan 60 III. there is no situation that the relevant subjects of this transaction are not allowed to participate in major asset restructuring 61 IV. the arrangement for the protection of the rights and interests of small and medium-sized investors in this reorganization V. principled opinions of the controlling shareholders of the listed company on this reorganization 6. The share reduction plan of the controlling shareholders, directors, supervisors and senior managers of the listed company from the date of the first disclosure of the information related to the reorganization to the completion of the implementation Section x opinions of independent directors Section Xi representations and commitments sixty-six
interpretation
Unless otherwise specified, the following abbreviations have the following meanings in this plan:
This 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
Unless otherwise specified, the financial data and financial indicators quoted in this plan refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
In this plan, if there are differences in the mantissa between the sum of some total numbers and each detailed number, these differences are caused by rounding.
Statement
1、 Statement of listed company
The company guarantees that the contents of this 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 this 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 this plan and its summary. The audited financial data and asset evaluation results of relevant assets will be disclosed in the restructuring report.
The matters mentioned in this 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 this 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 this plan and the relevant documents disclosed at the same time with this plan, investors should also seriously consider the risk factors disclosed in this plan. If investors have any questions about this 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; The board of directors failed to register and settle with the stock exchange
