Fu Neng Shares (600483): Issuance Of Shares And Related Transaction Results And Share Changes

Securities code: 600483 securities short: Fu Neng shares announcement number: 2020-034 convertible bond Code: 110048 convertible bonds referred to as: Fu Neng convertible bond conversion code: 190048 referred to as shares: fortune to equity swap

Fujian Fu Neng Limited by Share Ltd's announcement on the issuance of assets and related transactions and issuance of shares

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important note:

Issue quantity and price

Type of stock: domestic listed RMB A shares issued by common stock: 208540956 shares issue price: 7.34 yuan / share.

Estimated time to market

The new share issue was completed in June 18, 2020 at the Shanghai branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as "China settlement Shanghai branch"). The newly issued shares of the new issue are limited tradable shares, which are not transferable within 36 months from the date of issuance of the shares, and the time limit for listing is expected to be the next day of sale.

Transfer of assets

In May 26, 2020, Fujian Fu Neng Limited by Share Ltd (hereinafter referred to as "the company") has issued 10% shares of Fujian Ningde Nuclear Power Company Limited (hereinafter referred to as "Ningde nuclear power") to Fujian energy Refco Group Ltd (hereinafter referred to as "Fu Neng group") to issue shares, which has been transferred to the company name, and the relevant business change registration procedures have been completed.

1. Overview of the issue

(1) relevant procedures for the implementation of this issue.

1. the transaction plan was examined and approved by Fu Neng group and Ningde nuclear power's internal policy-making body respectively.

In July 31st 2.2019, the transaction was approved by the Fujian provincial state-owned assets supervision and Administration Commission (hereinafter referred to as the Fujian SASAC).

In August 1st of 3.2019, this transaction plan was passed by the ninth temporary meeting and ninth session of the ninth board of directors of the company.

The eighth provisional meeting of the board of supervisors was deliberated and adopted.

In September 4th 4.2019, the target assets assessment report was approved by the Fujian provincial SASAC for the record.

In September 6th 5.2019, the transaction plan was examined and approved by the fourteenth provisional meeting of the ninth board of directors and the ninth provisional meeting of the ninth board of supervisors.

In September 19th 6.2019, Fulin group approved the transaction plan by implementing the state assets supervision and management procedures.

In September 23rd 7.2019, the transaction plan was passed by the company's third provisional shareholders' meeting in 2019.

In November 28th 8.2019, the transaction was approved by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission"), which was approved by the audit committee of the merger and reorganization of the listed companies in 2019 and the sixty-third working conference in 2019.

In December 27th of 9.2019, the transaction was approved by the China Securities Regulatory Commission (CSRC) on Approving the purchase of assets from Fujian Fuzhou Limited by Share Ltd to Fujian energy Refco Group Ltd's issue of shares (SFC license No. [2019]2883).

(two) the issue of this issue.

1. stock type: domestic listed RMB A shares common stock

2. the face value of the stock is RMB 1 yuan.

3. issue quantity: 208540956 shares;

4. issue price: 7.34 yuan / share;

5. issue cost: 11552382.05 yuan;

6. independent financial adviser: Ping An Securities Limited by Share Ltd.

(three) transfer of assets

In May 26, 2020, after the approval of the Ningde municipal market supervision and Administration Bureau, the 10% equity interest of Ningde nuclear power was transferred to the company's business registration procedures and the business license was issued.

91350900786900747Q).

(four) capital verification and stock registration.

1. capital verification

In June 12, 2020, Lixin Accounting firm (special general partnership) examined the newly registered capital and capital stock of the issue of shares, and issued the capital verification report (letter [2020], ZA14942). As verified by Lixin Accounting firm (special general partnership), as of June 12, 2020, the registered capital was 1760375701 yuan and the share capital was RMB 1760375701 yuan.

2. registration of shares

The issue of shares to buy assets involved in the 208540956 shares of new shares in June 18, 2020 in Shanghai branch of China completed the registration of shares, and obtained the certificate issued by the securities change. This time

After completion of registration, the total share capital of the company increased to 1760375701 shares.

(five) concluding observations of independent financial advisers and legal advisers.

1. independent financial adviser's concluding observations

The independent financial adviser of the company, Ping An Securities Limited by Share Ltd, said:

"1. The implementation of this transaction is in line with the relevant provisions of relevant laws, regulations and normative documents, such as the company law, the securities law, the reorganization management measures, etc., and has fulfilled relevant information disclosure obligations. 2. The transfer procedures for the underlying assets of the transaction have been completed, and the listed companies have legally and effectively obtained the underlying assets and have completed the capital verification. The registration procedures for the new shares involved in the purchase of assets have been completed. 3. There is no significant difference between the actual situation and the information disclosed before the implementation of the transaction. The adjustment of the replacement situation or other related personnel;

During the implementation of the transaction, there was no case that the capital and assets of the listed company were occupied by the actual controller or other related party, nor did the listed company provide guarantee for the actual controller and its associated parties.

The relevant agreements and commitments of this transaction have been fulfilled or are being fulfilled. There is no violation of the agreement or commitment. On the basis of effective implementation of the agreement and commitment items, there will be no significant risks and obstacles in handling the subsequent transactions of the transaction.

2. legal counsel's concluding observations

Beijing Guofeng law firm, a legal adviser to the company, said:

(1) all the necessary ratification and authorization have been obtained from the reorganization. The terms of validity agreed upon in the relevant transaction agreements have been satisfied, and the implementation of the reorganization has been carried out.

2. Fu Neng shares has completed the transfer of the underlying assets involved in the reorganization, the verification of new registered capital, and the registration procedures for issuing new shares. The implementation process and results of the reorganization conform to the provisions of relevant laws and regulations and normative documents such as the company law, the securities law, the reorganization measures, and so on, which are lawful and effective.

(3) on the basis of effective implementation of relevant agreements and commitments by all parties, there is no major legal obstacle or risk in handling the subsequent matters related to the reorganization.

Two, release results and object profiles

(1) issuance results

In this transaction, the company issued a share of 7.34 yuan / share to the fortune 208540956 group to buy 10% shares of Ningde nuclear power. The new shares are limited shares, and the selling period is 36 months. This time

The issuance of new shares can be listed on the Shanghai Stock Exchange on the next trading day of its expiration. The shares directly or indirectly obtained by the fortune group in the transaction shall not be transferred within 36 months from the date of issuance of the share issue. Within 6 months after the completion of the transaction, if the closing price of the 20 consecutive trading days of the company's stock is lower than the issue price, or if the closing price of the company's stock is lower than the issue price in the 6 months after the completion of the transaction, the lock up period of the company's direct or indirect holding of the company's stock will automatically extend for 6 months.

(two) the object of the issue.

Company name: Fujian energy Refco Group Ltd unified social credit Code: 913500000035922677 types: limited liability company (solely state-owned) residence: Fujian provincial Fuzhou Provincial Government Road No. 1 (business location: Fujian Road, Fuzhou Road, 54 road 75, Haixi business building 34, 35 level) legal representative: Lin Jin Ben registered capital: 100 billion yuan round: 199 8 April 1st operation period: April 1, 1998 to April 1, 2048: business scope: energy, mineral products, metal mines, non-metallic minerals, construction, real estate, ports, civil explosive chemical industry, hotels, tourism, Finance (excluding securities and futures investment consulting), medicine, trade, environmental protection, building materials, decoration materials, metal materials, general machinery, electrical machinery and equipment. Materials, cement packaging investment, technical services, advisory services; mineral products, chemical products (excluding dangerous goods), building materials, decoration materials, metal materials, general machinery, electrical machinery and equipment sales; real estate development; foreign trade. (legally approved projects can be carried out after approval by the relevant departments).

Three. The change of the top 10 shareholders before and after this issue

(1) the company's top ten shareholders before the issue.

As of March 31, 2020, the company's top ten shareholders were as follows:

Serial number

(two) the first ten shareholders of the company after the issue.

As of June 18, 2020, the company's top ten shareholders were as follows:

(three) the impact of the issue on corporate control.

After this issue is completed, the controlling shareholder of the company is still the fortune group, and the actual controller is still the SASAC of Fujian. This issue will not lead to changes in corporate control.

Four. The statement of changes in the company's capital structure before and after this issue.

Before and after this issue, the changes in the capital structure of listed companies are as follows:

Five. Management discussion and analysis

The specific impact of this transaction on listed companies is detailed in the December 28, 2019 Shanghai Fujian stock exchange website (www.sse.com.cn) disclosure of the issue of the shares of Fujian fortune and related party transactions.

The Ninth Section of management discussion and analysis is related to the report.

Six, the intermediary agency that gives professional advice for this transaction.

(I) independent financial adviser

Name of the institution: Ping An Securities Limited by Share Ltd Residence: legal representative of level 22-25, seat B, Ping An financial center, 5023 Yitian Road, Futian street, Futian District, Shenzhen: Ho Zhijiang telephone: 0755-22622233 Fax: 0755-82434614 staff: Zhu Xiangjian, Wang Ying, Li Jinghui, Wang Wei Xia, Liu Huan, Zhou Songyan

(two) legal adviser

Name of the organization: Beijing Guofeng law firm's residence: 7 head of news building, 26 Jianguomen street, Beijing. Zhang Liguo: 010-88004488: Fax: 010-66090016: staff, crown, He Min

(three) audit institutions of the target company

Name of Institution: DDT Hua Yong accounting firm (special general partnership) residence: executive partner of 30 floor, the Bund center, 222 East Road, Yanan, Shanghai: Yang Yu Min, Tel: 021- 61418888 Fax: 021- 63350003, managing personnel: Yang Yumin, Zhang Yehua

(four) audit institutions of listed companies

Organization Name: Lixin Accounting firm (special general partnership) residence: executive partner of 4 floor, 61 Nanjing East Road, Huangpu District, Shanghai: Yang Zhiguo telephone: 021-63391166 Fax: 021-63392558 staff: Zhang Yong, Yang Zhenyu

(five) asset appraisal institutions

Name of the organization: Fujian Zhongxing asset appraisal real estate land valuation Co., Ltd. Residence: legal representative of the 11 floor of block B, Zhongshan building, No. 152 Hudong Road, Fuzhou, Fujian, China: Lin Xu, Tel: 0591-87840063 Fax: 0591-87858645 staff: Chen Fei, Qian Renhuang

(six) capital verification institution

Organization Name: Lixin Accounting firm (special general partnership) residence: executive partner of 4 floor, 61 Nanjing East Road, Huangpu District, Shanghai: Yang Zhiguo telephone: 021-63391166 Fax: 021-63392558 staff: Zhang Yong, Bailu

Seven. Internet announcement attachment

(1) the capital verification report issued by Lixin Accounting firm (special general partnership) (letter [2020], ZA14942).

(two) an independent financial adviser's verification opinion on Ping An Securities Limited by Share Ltd's purchase of assets and related party transactions on Fujian's fortune's Limited by Share Ltd issue shares.

(three) the legal opinion on the implementation of the purchase of assets by the Beijing Guofeng law firm on the issue of shares of Fujian Fu Neng Limited by Share Ltd.

Notice hereby.

Board of directors of Fujian fortune Limited by Share Ltd

June 20, 2020