Securities code: 000933 securities abbreviation: Henan Shenhuo Coal&Power Co.Ltd(000933) Announcement No.: 2022-005 Henan Shenhuo Coal&Power Co.Ltd(000933)
Announcement on absorption and merger of wholly owned subsidiaries
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.
1、 Overview
In order to further integrate and optimize the existing resource allocation, reduce management levels, simplify management links, reduce management costs and improve operation efficiency, Henan Shenhuo Coal&Power Co.Ltd(000933) (hereinafter referred to as “the company” ” Henan Shenhuo Coal&Power Co.Ltd(000933) ) plans to absorb and merge the wholly-owned subsidiary Xinjiang Shenhuo Resource Investment Co., Ltd. (hereinafter referred to as” Xinjiang Shenhuo “) Xuchang Shenhuo Mining Group Co., Ltd. (hereinafter referred to as “Xuchang Shenhuo”) and Zhengzhou Shenhuo Mining Investment Co., Ltd. (hereinafter referred to as “Zhengzhou Shenhuo”). After the merger, the independent legal entity qualification of Xinjiang Shenhuo, Xuchang Shenhuo and Zhengzhou Shenhuo will be cancelled, and all their assets, liabilities, rights and interests and all other rights and obligations will be inherited by Henan Shenhuo Coal&Power Co.Ltd(000933) according to law. The registered capital of the company will not change after the completion of this absorption and merger, and the number of shareholders will not be affected by this absorption and merger.
This merger does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
The company held the 19th meeting of the 8th board of directors on January 25, 2022. The proposal was considered and adopted by 9 votes in favor, 0 against, 0 abstention and 0 withdrawal. It needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation and approval. 2、 Basic information of the acquirer
1. Name: Henan Shenhuo Coal&Power Co.Ltd(000933)
2. Unified social credit Code: 91410000706784652h
3. Type: joint stock limited company (listed)
4. Address: Guangming Road, Xincheng District, Yongcheng, Henan
5. Legal representative: Li Hongwei
6. Registered capital: RMB 2250986609.00
7. Date of establishment: August 31, 1998
8. Business scope: coal production, washing and processing (limited to branches), coal sales (vouchers); Sales of mining equipment (unless otherwise specified by the state); Production, processing and sales of electrolytic aluminum, aluminum alloy, aluminum profile and extension products; Waste aluminum processing; Production, processing and sales of carbon products; Engage in the import and export business of goods and technologies (except for the goods and technologies restricted or prohibited by the state). (if the above scope requires pre-approval or relevant national regulations, it shall be operated with license or relevant approval documents)
9. The main financial data of the company in the latest year and period are as follows:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Project (Unaudited) (audited)
Consolidated parent company consolidated parent company
Total assets 5505760.42 3187325.96 6063729.05 3404214.97
Total liabilities 3996660.18 23417176.67 4821100.44 2632413.42
Owner’s equity attributable to the parent company 906547.42 845609.29 698205.96 771801.55
Project January September 2021 (Unaudited) year 2020 (audited)
Consolidated parent company consolidated parent company
Operating income 2482038.37 2858729.88 1880923.43 768988.93
Total profit 384371.88 93671.40 77226.55 11204.99
Net profit attributable to owners of parent company 229925.48 93671.40 35832.30 11204.99
10. The company is not the subject of breach of credit responsibility and is not included in the national list of persons subject to breach of credit. 3、 Basic information of the merged party
(I) Xinjiang Shenhuo Resources Investment Co., Ltd
1. Name: Xinjiang Shenhuo Resources Investment Co., Ltd
2. Unified social credit Code: 916501005643788423
3. Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
4. Address: Office 1, floor 15, building a, Dacheng International Center, No. 358, Beijing South Road, high tech Zone (new urban area), Urumqi, Xinjiang
5. Legal representative: Li Zhongyuan
6. Registered capital: 3100 million yuan
7. Date of establishment: November 26, 2010
8. Business scope: investment and asset management, goods and technology import and export business, property management; Sales: mechanical equipment, mineral products, chemical products and raw materials, building materials, hardware and electricity, daily necessities. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Ownership structure: Xinjiang Shenhuo is a wholly-owned subsidiary of the company
10. The main financial data of Xinjiang Shenhuo in the latest year and period are as follows:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Project (Unaudited) (audited)
Consolidated parent company consolidated parent company
Total assets 1445002.27 441857.50 1705223.99 432072.24
Total liabilities 816270.19 0.00 1124451.22 9197.01
Owner’s equity attributable to the parent company 628732.07 441857.50 580772.77 422875.24
Project from January to September 2021 (Unaudited) and 2020 (audited) consolidated parent company consolidated parent company
Operating income 1012986.42 0.00 981458.67 0.00
Total profit 286853.48 189982.26 125415.43 21980.21
Net profit attributable to the owner of the parent company 217870.74 189982.26 94944.90 21980.21
11. After inquiry, Xinjiang Shenhuo is not the subject of breach of faith responsibility and is not included in the national list of persons subject to breach of faith.
(II) Xuchang Shenhuo Mining Group Co., Ltd
1. Name: Xuchang Shenhuo Mining Group Co., Ltd
2. Unified social credit Code: 91411000685665872f
3. Type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
4. Address: No. 7, Guangming Road, Xuchang City
5. Legal representative: Chang Xingmin
6. Registered capital: RMB 760204200
7. Date of establishment: February 27, 2009
8. Business scope: investment and management consulting in mineral industry, electric power industry and railway industry.
9. Equity structure: Xuchang Shenhuo is a wholly-owned subsidiary of the company
10. The main financial data of Xuchang Shenhuo in the latest year and issue are as follows:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Project (Unaudited) (audited)
Consolidated parent company consolidated parent company
Total assets 790051.94 200154.24 773465.63 188309.33
Total liabilities 520176.39 4950.97 517718.29 8605.65
Owner’s equity attributable to the parent company 224543.64 195203.27 209249.85 179703.69
Project from January to September 2021 (Unaudited) and 2020 (audited) consolidated parent company consolidated parent company
Operating income 228158.38 0.44 190724.11 5.66
Total profit 25286.62 15499.58 28892.93 8024.52
Net profit attributable to the owner of the parent company 13956.25 15499.58 15753.83 8024.52
11. After inquiry, Xuchang Shenhuo is not the subject of breach of faith responsibility and is not included in the national list of persons subject to breach of faith.
(III) Zhengzhou Shenhuo Mining Investment Co., Ltd
1. Company name: Zhengzhou Shenhuo Mining Investment Co., Ltd
2. Unified social credit Code: 91410100576316497l
3. Type: other limited liability companies
4. Company domicile: 17 / F, No. 16, business inner ring road, Zhengzhou area (Zhengdong), Henan pilot Free Trade Zone
5. Legal representative: Chang Xingmin
6. Registered capital: RMB 202.8803 million
7. Date of establishment: June 2, 2011
8. Business scope: investment in mining, power industry and railway industry.
9. The equity structure of Zhengzhou Shenhuo is shown in the figure below:
State owned assets supervision and Administration Commission of Shangqiu Municipal People’s Government Henan Provincial Department of Finance
90% 10%
Henan Shenhuo Group Co., Ltd
21.42%
Henan Shenhuo Coal Power
