Stock Code: 000301 stock abbreviation: Jiangsu Eastern Shenghong Co.Ltd(000301) Announcement No.: 2022-019 bond Code: 127030 bond abbreviation: Shenghong convertible bond
Bond Code: 114578 bond abbreviation: 19 Shenghong G1
Jiangsu Eastern Shenghong Co.Ltd(000301)
Announcement on commitments of relevant parties to major asset restructuring
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.
On December 31, 2021, Jiangsu Eastern Shenghong Co.Ltd(000301) (hereinafter referred to as the “company” or “listed company”) received the reply on approving Jiangsu Eastern Shenghong Co.Ltd(000301) to issue shares to Shenghong Petrochemical Group Co., Ltd. to purchase assets and raise supporting funds (zjxk [2021] No. 4179) issued by China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), For details, see the announcement on obtaining the approval of China Securities Regulatory Commission on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions disclosed by the company (Announcement No.: 2022-001). As of the disclosure date of this announcement, the transfer procedures of the underlying assets involved in this exchange have been completed.
The important commitments made by the relevant parties to this transaction are as follows (unless otherwise specified, the abbreviations or terms in this announcement have the same meaning as those in the report on Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares and paying cash to purchase assets and raising supporting funds and connected transactions):
Main contents of commitments of the commitment party
1. The company guarantees that the information provided in this reorganization is true, accurate, complete and timely, without false records, misleading statements or major omissions, and assumes individual or joint legal liabilities for the authenticity, accuracy and integrity of the information provided and the timeliness of the information provided.
2. The information provided by the company to the intermediaries participating in the reorganization is true and complete. The information provided by the listed company is true and original written information or copy information. The copy or copy of such commitment information is consistent with its original information or original, accurate and complete, and the signatures and copies of all documents The seals are true without any false records, misleading statements or major omissions.
3. According to the process of this reorganization, when it is necessary to continue to provide relevant documents and information, the company guarantees that the documents and information continue to be provided
Meet the requirements of authenticity, accuracy, integrity, timeliness and effectiveness.
4. The company guarantees that in case of violation of the above statements and commitments, it is willing to bear the individual and joint legal liabilities arising therefrom.
The company has not been placed on file for investigation or investigation due to suspected insider trading, nor has it disclosed the insider information of this transaction or used this transaction information for insider trading, Within the last 36 months, there has been no case that the China Securities Insider Trading Commission has imposed administrative punishment or the judicial organ has investigated criminal responsibility for insider trading related to major asset restructuring, There is no case that it is not allowed to participate in the major asset reorganization in accordance with Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to the major asset reorganization of listed companies.
If the company violates the above commitments, it will bear corresponding legal liabilities according to law and bear all actual losses caused to investors.
With regard to supporting fund-raising, the company will not use the supporting fund-raising funds raised by non-public offering in the form of inquiry rather than share raising in this transaction for “two high” and “two high” projects that do not meet the requirements.
Purpose commitment letter
1. I guarantee that the information provided in this reorganization is true, accurate, complete and timely, without false records, misleading statements or major omissions, and bear individual or joint legal liabilities for the authenticity, accuracy, integrity and timeliness of the information provided.
2. I guarantee that the materials provided to the intermediaries participating in this reorganization are true and original written materials or copies, the copies or copies of such materials are consistent with their original materials or originals, are accurate and complete, and the signatures and seals of all documents are true, And there is no false record, misleading statement or major omission of the listed company in providing the letter.
All directors’ information is true and accurate. 3. According to the process of this restructuring, if it is necessary to continue to provide relevant documents and affairs, supervisors, accurate and complete commitment related information, I guarantee that the documents and information continue to be provided still meet the requirements of the executive’s commitment letter to be true, accurate, complete, timely and effective.
4. If the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by the judicial organ or by the CSRC, I will not transfer the shares with interests in the listed company until the investigation conclusion is formed, And submit the written application for suspension of transfer and the stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on its behalf; If the locking application is not submitted within two trading days, the board of directors is authorized to directly submit his identity information and account letter to the stock exchange and the registration and settlement company after verification
Interest and apply for locking; If the board of directors fails to submit its own identity information and account information to the stock exchange and the registration and settlement company, it shall authorize 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, I promise to lock in the shares and voluntarily use them for compensation arrangements for relevant investors.
5. I promise that if I violate the above statements and commitments, I am willing to bear the individual and joint legal liabilities arising therefrom.
I have not been placed on file for investigation or investigation due to suspected insider trading, disclosed the insider information of this transaction and used this transaction information for insider trading, Within the last 36 months, there has been no case that the CSRC has imposed administrative punishment on insider trading related to major asset restructuring or that the judicial authorities have investigated the criminal responsibility of insider trading banks according to law, There is no case that it is not allowed to participate in the material asset reorganization in accordance with Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to the material asset reorganization of the letter of commitment with listed companies.
If I violate the above commitments, I will bear corresponding legal liabilities according to law and all actual losses caused to investors and listed companies.
As for the resumption of this reorganization, I will not reduce my shares of the listed company or the company’s shares during the completion of the listing from the date of resumption of this reorganization to the date of completion of the implementation of this reorganization. Description of share reduction plan
(I) I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor to damage the interests of the listed company in other ways.
(II) I promise to restrict my job consumption behavior. With regard to ensuring the company (III), I promise not to use the assets of the listed company to engage in investment and consumption activities unrelated to my performance of the company’s responsibility of filling return. (IV) I promise to make every effort to link the remuneration system formulated by the board of directors or the Remuneration Committee with the implementation of the promised return measures of the listed company within the scope of my responsibilities and authorities.
(V) if the listed company plans to implement equity incentive in the future, I promise to make every effort to link the exercise conditions of equity incentive planned by the listed company with the implementation of filling return measures within the scope of my responsibilities and authorities.
(VI) from the date of issuance of this commitment to the completion of this restructuring, if
If the CSRC makes other new regulatory provisions on filling return measures and their commitments, and the above commitments cannot meet the provisions of the CSRC, I promise to issue supplementary commitments in accordance with the latest provisions of the CSRC at that time.
(VII) I promise to earnestly fulfill the relevant measures for compensation and return formulated by the listed company and any commitments I make on the measures for compensation and return. If I violate these commitments and cause losses to the listed company or investors, I am willing to bear the liability for compensation to listed companies or investors according to law.
1. The company / I guarantee that the information provided in this reorganization is true, accurate, complete and timely, without false records, misleading statements or major omissions, and bear individual or joint legal liabilities for the authenticity, accuracy, integrity and timeliness of the information provided.
2. The company / I guarantee that the materials provided to the intermediaries participating in this restructuring are true and original written materials or copies, the copies or copies of such materials are consistent with their original materials or originals, are accurate and complete, and the signatures and seals of all documents are true, There are no false records, misleading statements or major omissions.
3. According to the process of this reorganization, when it is necessary to continue to provide relevant documents and information, the company / I guarantee that the documents and information continue to be provided still meet the requirements of authenticity, accuracy, integrity, timeliness and effectiveness. Information provided or disclosed by the listed company 4. If the information provided or disclosed by this exchange is suspected of false records, true and quasi misleading statements of controlling shareholders’ information or major omissions, and is filed for investigation by the judicial organ or unanimously and completely accepted for investigation by the CSRC, it shall be formed
