Huasheng Shares (600156): Summary Of Acquisition Report

Stock Code: 600156 stock abbreviation: Huasheng Stock Exchange

Hunan Huasheng co., ltd

Summary of acquisition Report

Statement of purchaser

1、 The abstract of this report is compiled by the purchaser in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the administrative measures for the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 16 - Acquisition report of listed companies and other relevant laws, regulations and departmental rules.

2、 In accordance with the provisions of the securities law of the people's Republic of China, the administrative measures for the acquisition of listed companies and the standards for the content and format of information disclosure by companies offering securities to the public No. 16 - Acquisition report of listed companies, the abstract of this report has fully disclosed the shares in which the acquirer has an interest in Huasheng.

As of the signing date of the abstract of this report, except for the shareholding information disclosed in the summary of this report, the acquirer has no interest in Huasheng shares by any other means.

3、 The purchaser has obtained the necessary authorization and approval for signing the abstract of this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the purchaser.

4、 The relevant matters involved in this acquisition have been approved by the state owned assets supervision and Administration Commission of the people's Government of Hunan Province on the notice of the state owned assets supervision and Administration Commission of the people's Government of Hunan Province on the transfer of Huasheng Group to the state owned assets group without compensation (xgyqh [2021] No. 86). According to the provisions of the administrative measures for the acquisition of listed companies, this acquisition has triggered the obligation of the purchaser to take over by offer, but it belongs to the situation that the tender offer is exempted.

The acquisition is subject to the examination and approval of the State Administration of market supervision and administration on the concentration of business operators involved in this transaction.

5、 The acquisition is based on the information stated in the abstract of this report. Except for the purchaser and the professional institutions employed, no other person has been entrusted or authorized to provide the information not listed in the summary of this report and make any explanation or explanation to the abstract of this report.

catalog

Section 1 interpretation

Section 2 Introduction to purchasers

Section 3 acquisition decision and purpose

Section 4 acquisition methods

Section 5 sources of funds

Section 6 exemption from offer

Section 7 other major matters

Section 1 interpretation

Unless otherwise specified, the following abbreviations have the following specific meanings in the summary of this report:

Section 2 Introduction to purchasers

1、 Basic information of the purchaser

（1） Basic information of the purchaser

（6） Basic information of directors, supervisors and senior managers of the purchaser

As of the date of signing the abstract of this report, the basic information of directors, supervisors and senior managers of Hunan state owned assets group is as follows:

Section 3 acquisition decision and purpose

1、 Purpose of the acquisition and future change plan

（1） Purpose of the acquisition

In order to further optimize the resource allocation of state-owned enterprises, revitalize the resources of listed companies, and strengthen, optimize and enlarge the entity enterprises, the state owned assets supervision and Administration Commission of Hunan Province transferred 100% equity of Huasheng Group held by Xiangtou holding company to Hunan state owned assets group for free. The implementation of this free transfer will not change the direct controlling shareholder and actual controller of the listed company. The direct controlling shareholder of the listed company is still Huasheng Group, and the actual controller is still the SASAC of Hunan Province.

（2） Plan for the purchaser to continue to increase or reduce its holdings in the next 12 months

As of the date of signing the summary of this report, the purchaser has no plan to continue to increase its holdings of Huasheng shares in the next 12 months, and has no plan to sell or transfer its own equity shares in the next 12 months. In case of the above equity changes, Hunan state owned assets group will strictly comply with the requirements of laws and regulations and timely fulfill the obligation of information disclosure.

2、 Relevant legal procedures performed in this acquisition

1. On June 1, 2021, Hunan SASAC and Huasheng received the notice of Hunan SASAC on the transfer of Huasheng Group to SASAC free of charge (xgyqh [2021] No. 86) issued by SASAC of Hunan Province. The SASAC of Hunan Province transferred 100% equity of Huasheng Group held by Xiangtou holding company to Hunan state owned assets group for free.

2. On June 11, 2021, Hunan state owned assets group held a meeting of the board of directors, which deliberated and passed the proposal on receiving 100% equity of Hunan Huasheng Group Co., Ltd., which agreed in principle to accept 100% equity of Huasheng Group.

3. On July 30, 2021, Hunan state owned assets group and Xiangtou holdings signed the equity free transfer agreement of Hunan Huasheng Group Co., Ltd.

3、 Relevant legal procedures to be performed in this acquisition

The acquisition still needs to be approved by the State Administration of market supervision and administration on the declaration of concentration of operators involved in this free transfer.

Section 4 acquisition methods

1、 Shares of listed companies held by purchasers

（1） Basic information of listed companies

As shown in the figure below:

Before the acquisition, the controlling shareholder of Huasheng shares was Huasheng Group, and the actual controller was the state owned assets supervision and Administration Commission of Hunan Province. After the acquisition, Hunan state owned assets group will become the indirect controlling shareholder of Huasheng shares, and the direct controlling shareholder and actual controller of Huasheng shares have not changed.

2、 Basic information of the acquisition

According to the notice of Hunan state owned assets supervision and Administration Commission on the transfer of Huasheng Group to state owned assets group without compensation (xgyqh [2021] No.86), the acquisition is the acquisition of 100% equity of Huasheng Group held by Xiangtou holdings through the free transfer of state-owned property rights, so as to realize the acquisition of listed companies. After the free transfer, Hunan state owned assets group indirectly held 162104312 shares of Huasheng shares through Huasheng Group, accounting for 40.31% of its total shares.

3、 Transaction agreements involved in the acquisition

On July 30, 2021, Hunan state owned assets group and Xiangtou holdings signed the equity free transfer agreement of Hunan Huasheng Group Co., Ltd., the main contents of which are as follows:

1. Signing subject

The transferring party is Xiangtou holding company, and the transferring party is Hunan state owned assets group.

2. Subject matter transferred free of charge

The target equity transferred free of charge is 100% equity of Huasheng Group held by Xiangtou holding.

3. Entry into force and closing conditions

The free transfer agreement shall come into force on the date when the following conditions are fulfilled:

The antimonopoly Bureau of the State Administration of market supervision and administration has examined and approved the declaration of concentration of business operators involved in this free transfer (here "passed examination" means that this free transfer has been approved by the antimonopoly Bureau of the State Administration of market supervision, exempted from declaration or recognized without any unacceptable conditions attached). Both parties agree to cooperate with each other to submit the equity transfer procedures to the relevant departments, and the deadline shall be subject to the date when the relevant departments finally complete the procedures.

4、 Restrictions on the rights and interests of the acquired listed companies

As of the date of signing the abstract of this report, Huasheng Group holds 162104312 shares of Huasheng shares, including 20000000 shares pledged, accounting for 4.97% of the total share capital of the listed company. The shares of Huasheng Group held by Huasheng Group do not have rights restrictions such as equity freezing.

Section 5 sources of funds

This acquisition is carried out in the form of free transfer, which does not involve the payment of purchase consideration and matters related to the source of acquisition funds.

Section 6 exemption from offering

1、 Matters and reasons for exemption from offer

This time, Hunan state owned assets group transferred 100% shares of Huasheng Group through free transfer of state-owned shares, which led to the indirect holding of more than 30% of Huasheng shares by Hunan state-owned assets group. This acquisition is a case in which "the state-owned assets are transferred, changed and merged free of charge with the approval of the government or the state-owned assets management department, resulting in more than 30% of the shares owned by investors in a listed company.", It belongs to the item (1) of paragraph 1 of Article 63 of the administrative measures for the acquisition of listed companies, which is exempted from making an offer.

2、 Ownership structure of listed companies before and after the acquisition

（1） Ownership structure of listed companies before acquisition

Before the acquisition, Hunan state owned assets group did not hold shares of Huasheng. The relationship between Huasheng and its controlling shareholder and actual controller is as follows:

（2） Ownership structure of listed companies after acquisition

After the acquisition, Hunan state owned assets group will hold 100% equity of Huasheng Group and indirectly hold 162104312 shares of Huasheng Group, accounting for 40.31% of its total shares. The equity structure of listed companies is shown in the following figure:

3、 Is there any restriction on the transfer of the shares transferred by the purchaser, such as pledge and guarantee

As of the date of signing the abstract of this report, Huasheng Group holds 162104312 shares of Huasheng shares, including 20000000 shares pledged, accounting for 4.97% of the total share capital of the listed company. In addition, the shares of listed companies involved in this acquisition are not subject to pledge, guarantee and other restrictions on transfer.

4、 The law firm has issued overall concluding opinions on the exemption of the offer

The purchaser has engaged Jinzhou law firm to issue a legal opinion on the exemption of offering. The legal opinion will give a conclusive opinion on the exemption. Please refer to the legal opinion separately disclosed for details.

Section 7 other major matters as of the date of signing the abstract of this report, the purchaser has truthfully disclosed the relevant information of the acquisition in accordance with relevant provisions, and the purchaser does not have any other information that must be disclosed in order to avoid misunderstanding of the abstract of this report.

As of the date of signing the abstract of this report, the purchaser has no other information that should be disclosed but not disclosed according to the provisions of the CSRC and the Shanghai Stock Exchange.

As of the signing date of the abstract of this report, except for the contents disclosed in the summary of this report, the actual controller and other related parties of the purchaser have not taken or planned to take any other action that has a significant impact on the acquisition, and there are no other facts that have a significant impact on the acquisition.

The purchaser declares that I (and the institution I represent) promise that there are no false records, misleading statements or major omissions in the abstract of this report, and that I shall bear individual and joint legal liabilities for its authenticity, accuracy and completeness.

Hunan state owned Assets Management Group Co., Ltd

Legal representative:

Hu Xinbao date

(there is no text on this page, which is the signature page of the summary of acquisition report of Hunan Huasheng Co., Ltd.)

Hunan state owned Assets Management Group Co., Ltd

Legal representative:

Hu Xinbao date