Stock Code: 000301 stock abbreviation: Jiangsu Eastern Shenghong Co.Ltd(000301) listing place: Shenzhen Stock Exchange Jiangsu Eastern Shenghong Co.Ltd(000301)
Issuing shares and paying cash to purchase assets
And raise matching funds and related party transactions
Implementation and announcement on listing of new shares
Independent financial advisor
January 2002
hot tip
1、 This issuance only refers to the issuance of shares to purchase assets in this transaction, and the shares to raise supporting funds will be issued separately.
2、 The issue price of the new shares issued this time is 11.04 yuan / share.
3、 According to the confirmation of acceptance of share registration application issued by zhongdeng company on January 14, 2022, zhongdeng company has accepted the application materials for registration of new shares involved in the purchase of assets by issuing shares, and the relevant shares will be officially included in the register of shareholders of the listed company after being registered.
4、 The number of new shares issued this time is 1111528326, and the listing time is January 27, 2022. According to the relevant business rules of Shenzhen Stock Exchange, the share price of the company on the first day of listing of new shares is not ex right, and the stock trading is subject to rise and fall restrictions.
5、 The nature of the new shares issued this time is restricted to tradable shares. The restricted period shall be calculated from the first day of listing of the new shares, and shall not be transferred within the relevant lock-in period promised by the counterparty. After that, it shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
6、 According to the share capital as of January 18, 2022, after the completion of this issuance, the total share capital of the company will increase to 5946491119 shares, of which the shares held by social public shares account for no less than 10% of the total share capital of the company, which will not lead to the company’s failure to meet the stock listing conditions specified in the listing rules.
Statement
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities.
The legal representative of the company, the person in charge of accounting and the person in charge of the accounting organization guarantee that the financial and accounting data in this announcement are true, accurate and complete.
The counterparties of this issuance of shares to purchase assets have issued a letter of commitment to ensure that the information provided for this reorganization is true, accurate and complete, that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided.
According to the securities law and other relevant laws and regulations, the company shall be responsible for the changes in the company’s operation and income after the completion of this transaction; The investor shall be responsible for the investment risk caused by this transaction. Any decision or opinion made by the CSRC, Shenzhen Stock Exchange and other examination and approval authorities on this exchange does not indicate its substantive judgment or guarantee on the stock value of the company or the income of investors. Any statement to the contrary is a false statement.
The company reminds investors that the purpose of this announcement is only to provide the public with the implementation of this transaction. If investors want to know more information, please carefully read the full text of the report on Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions and other relevant documents, These documents have been published on the website of Shenzhen Stock Exchange (www.szse. CN).
Statement of directors of listed companies
All directors of the company promise that the contents of this announcement and the abstract are true, accurate and complete, without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for their authenticity, accuracy and completeness.
director:
Miao Hangen Ji Kaohsiung Qiu Hairong
Luo Yukun, Zhang Xiangjian, Zhang songxun
Yuan Jianxin
Jiangsu Eastern Shenghong Co.Ltd(000301) mm / DD / yy
catalogue
Special tips 2 declare that 3. Statement of directors of the listed company 4 catalog 5 interpretation Section 1 basic information of this transaction nine
1、 Basic information of listed companies nine
2、 Overview of this transaction plan Section 2 implementation of this transaction sixteen
1、 This transaction has been performed and the decision-making and approval procedures to be performed sixteen
2、 Implementation of this transaction sixteen
3、 Basic information of the issuing object seventeen
4、 Is there any difference between the relevant actual situation and the previously disclosed information 18 v. replacement of directors, supervisors and senior managers and adjustment of other relevant personnel Vi. whether the funds and assets of the listed company are occupied by the actual controller or other related persons,
Or the listed company provides guarantee for the actual controller and its affiliates nineteen
7、 Performance of relevant agreements and commitments nineteen
8、 Compliance and risk of relevant follow-up matters twenty
9、 The intermediary’s concluding comments on the implementation of this transaction Section 3 number of new shares and listing time twenty-two
1、 Approval for listing of new shares twenty-two
2、 Securities abbreviation, securities code and listing place of new shares twenty-two
3、 Listing time of new shares twenty-two
4、 Restrictions on the sale of new shares Section 4 the share change and its impact twenty-three
1、 Changes of the top ten shareholders before and after this offering twenty-three
2、 The impact of this transaction on listed companies Section V continuous supervision twenty-seven
1、 During continuous supervision twenty-seven
2、 Continuous supervision mode twenty-seven
3、 Continuous supervision content twenty-seven
Section 6 relevant intermediaries twenty-eight
1、 Independent financial advisor twenty-eight
2、 Legal counsel twenty-nine
3、 The underlying asset audit institution twenty-nine
4、 Reference review and capital verification institutions twenty-nine
5、 Asset appraisal agency Section VII documents for future reference thirty-one
1、 File directory for future reference thirty-one
2、 Location for future reference thirty-one
interpretation
In this announcement, there are differences in the mantissa between the sum of partial totals and the direct addition of each addition count. These differences are caused by rounding.
Unless otherwise specified, the following abbreviations have the following meanings: Jiangsu Eastern Shenghong Co.Ltd(000301) , listed company, refers to Jiangsu Eastern Shenghong Co.Ltd(000301) , and former names: Jiangsu Wujiang China Oriental silk company, the company’s Silk Market Co., Ltd. and Wujiang Silk Co., Ltd
Shenghong technology and the controlling shareholder refer to Jiangsu Shenghong Technology Co., Ltd
Sri Lanka, Sri Lanka petrochemical
The target company and target assets refer to Jiangsu silbang Petrochemical Co., Ltd. or its 100% equity
Subject matter of transaction
Shenghong Petrochemical refers to Shenghong Petrochemical Group Co., Ltd
Bohong industry refers to Jiangsu Lianyungang Port Co.Ltd(601008) Bohong Industry Co., Ltd
CCB investment refers to CCB Financial Asset Investment Co., Ltd
BOC assets refer to BOC financial assets investment Co., Ltd
China Construction Bank Corporation(601939) means China Construction Bank Corporation(601939)
Counterparties refer to Shenghong petrochemical, Bohong industry, CCB investment and BOC assets
This transaction and this reorganization refer to the behavior of Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares and paying cash to purchase 100% equity of Sri Lanka in this major asset reorganization and raise supporting funds
Announcement on Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares and paying cash to purchase capital refers to the implementation of assets and raising supporting funds and related party transactions and announcement on the listing of new shares
Restructuring report refers to the report on Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions
The independent financial consultant’s verification opinions on the company’s issuance of shares and payment of cash for capital purchase refer to the independent financial consultant’s verification opinions on the implementation of assets, raising of supporting funds and related party transactions
Beijing Jindu law firm’s legal opinion on Jiangsu Eastern Shenghong Co.Ltd(000301) refers to the legal opinion on the implementation of issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions
The pricing base date refers to the announcement date of the first resolution of the board of directors of this transaction
The market reference price refers to the average stock trading price 120 trading days before the announcement date of the resolution of the board of directors of this transaction
Issuing shares and paying cash refers to the agreement on issuing shares and paying cash to purchase assets signed by Jiangsu Eastern Shenghong Co.Ltd(000301) with Shenghong petrochemical, Bohong industry, CCB investment and BOC assets
The supplementary agreement on issuing shares and paying cash Jiangsu Eastern Shenghong Co.Ltd(000301) signing asset purchase agreement with Shenghong petrochemical, Bohong industry, CCB investment and BOC assets refers to the supplementary agreement on issuing shares and paying cash to purchase assets, and the profit forecast compensation agreement refers to Jiangsu Eastern Shenghong Co.Ltd(000301) signing asset purchase agreement with Shenghong petrochemical Profit forecast compensation agreement for agreement on issuing shares and paying cash to purchase assets signed by Bohong industry
The profit forecast compensation agreement refers to the supplementary agreement to the profit forecast compensation agreement of the supplementary agreement on issuing shares and paying cash and the asset purchase agreement signed by Jiangsu Eastern Shenghong Co.Ltd(000301) with Shenghong petrochemical and Bohong industry
Compensation obligors refer to Shenghong petrochemical and Bohong industry
CSRC and CSRC refer to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Zhongdeng company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Company law means the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
Reorganization measures and reorganization management refer to the administrative measures for major asset reorganization of listed companies
The measures for the administration of securities issuance refer to the measures for the administration of securities issuance by listed companies
The stock listing rules refer to the stock listing rules of Shenzhen Stock Exchange
Articles of association means the Jiangsu Eastern Shenghong Co.Ltd(000301) articles of association
Independent financial advisers refer to Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd., Citic Securities Company Limited(600030) and Huatai United Securities Co., Ltd
Oriental Investment Bank refers to Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd
Citic Securities Company Limited(600030) means Citic Securities Company Limited(600030)
Huatai United Securities refers to Huatai United Securities Co., Ltd
Legal adviser and Jindu lawyer refer to Beijing Jindu law firm
The target asset audit institution, Ernst & Young Huaming Certified Public Accountants (special general partnership), the annual audit institution of listed companies of Ernst & Young certified public accountants, the examination preparation review institution, Lixin, Lizhi Lixin Certified Public Accountants (special general partnership), Zhonglian appraisal, and the appraiser of Zhonglian asset appraisal group Co., Ltd
The reference review report refers to the review report issued by Lixin (Xin Hui Shi Bao Zi [2021] No. za15417)
The subject asset appraisal report and assets refer to the asset appraisal report issued by Zoomlion appraisal (Zoomlion appraisal report Zi [2021] No. 1718)
The benchmark date refers to March 31, 2021
The most recent two years and one period refer to 2019, 2020 and January June 2021
Biennial, reporting period
The most recent year and phase I, the most recent refers to 2020 and February
