Changhong Energy: Termination of major asset reorganization matters

On July 20, 2022, Changhong Energy (836239.BJ), a listed company of the Beijing Stock Exchange, issued an announcement on terminating major asset reorganization matters.

The announcement shows that on July 20, 2022, Sichuan Changhong New Energy Technology Co., Ltd. (hereinafter referred to as "Company") held the eleventh meeting of the third board of directors to review and approve the "about the company's termination of shares and pay cash purchase assets And raised proposals for supporting funds and related transactions "and other related proposals, agreed to the company to terminate the issuance of shares and pay cash to purchase assets and raise supporting funds and related transactions. On the same day, the company signed the termination agreement with the transaction party.

Changhong Energy said that the company originally planned to issue shares and pay cash to purchase Yang Qingxin, Zhao Xuedong, and Taixing City Zhongjie New Energy Partnership (Limited Partnership), a total of 33.17%of a minority shareholder of Changhong Sanjie New Energy Co., Ltd. Equity shall also issue supporting funds to the Sichuan Changhong Electronic Holding Group Co., Ltd. and the company's first phase of the employee holding plan (hereinafter referred to as "this transaction" or "this major asset reorganization").

The company held the third meeting of the third board of directors on February 28, 2022, reviewed and approved the proposal related to the transaction, and disclosed the "Sichuan Changhong New Energy Technology Co., Ltd.'s issuance shares on March 2, 2022, 2022 And pay cash to purchase assets and raise supporting funds and related transaction reports (draft) and its abstracts.

As of the disclosure of this announcement, the company has fulfilled the relevant decision -making procedures in accordance with the relevant provisions of laws and regulations and regulatory documents such as the "Administrative Measures for the Reorganization of the Major Assets of Listed Companies", disclosed relevant information in a timely manner, and reminded the majority of investors this time this time Uncertainty risks of major asset reorganization matters.

Since the planning of this major asset reorganization, the company strictly follows the requirements of relevant laws and regulations, organized intermediary agencies to conduct due diligence and other related tasks, and actively promoted the transaction -related matters.

In view of the longer reorganization of the company, the relevant market environment has changed significantly compared with the beginning of the transaction plan. After careful research and analysis, in order to effectively protect the interests of the company and all shareholders, after negotiating with the opponent, it is decided to terminate the major asset reorganization matters.

On July 20, 2022, the company held the eleventh meeting of the third board of directors to review and approve the "Proposal on the company's termination of shares and pay cash to purchase assets and raise supporting funds and related transactions. , Taixing City Zhongjie New Energy Partnership (Limited Partnership) signed a , signed a

The Proposal of Termination Agreement> Agree to the company to terminate the major asset reorganization items.

The company's independent directors have permitted the termination of the major asset reorganization matters beforehand. They believe that since the planning of this reorganization, the company has actively organized relevant parties to promote the transaction matters in accordance with relevant laws and regulations. In view of the longer reorganization of the company, the relevant market environment has changed significantly compared with the beginning of the transaction plan.

After careful research and analysis, in order to effectively protect the interests of the company and all shareholders, the company intends to terminate the reorganization. The termination of this reorganization does not have the legitimate interests of the company and shareholders, especially the small and medium shareholders.

Independent directors agreed to sign the "Proposal about the company's termination of shares and pay cash purchase assets and raise supporting funds and affiliate transactions", "Regarding the company and Yang Qingxin, Zhao Xuedong, Taixing City Zhongjie New Energy Partnership (Limited Partnership) Payment Cash Purchasing Assets Termination Agreement>, Signing a with Sichuan Changhong Electronics Holding Group Co., Ltd., and the Submit with the Subjecting Agreement of the Period Employee Stable Plan for the Shareholding Plan for the Employee of the Employee " The board of directors reviewed that affiliated directors should avoid voting.

Independent directors believe:

The convening, convening and voting procedures of the board of directors meet the provisions of my country's relevant laws, regulations, regulatory documents and the "Articles of Association".

2. The eleventh meeting of the third board of directors of the company reviewed and approved the relevant proposal to terminate the reorganization. When the board of directors reviewed the relevant proposal to terminate the reorganization, the related directors avoided the voting.

3. Termination of the reorganization is the decision made by the company after prudent research and analysis and the friendly consultation with the other party. It will not adversely affect the company's normal production and operation. Agree with the company to terminate the reorganization and agree to the company's related agreement with the transaction party to terminate the reorganization.

On July 20, 2022, the company held the eighth meeting of the Third Supervisory Board to review and approve the "Proposal on the Company's Termidity and Paying Cash Purchasing Assets and Raising Supporting Funds and Related Transactions". Taixing City Zhongjie New Energy Partnership (Limited Partnership) signed

The termination agreement of the shares and payment cash purchase assets, signed with Sichuan Changhong Electronic Holding Group Co., Ltd., and the signing of the

According to the requirements of the "Guidelines for the Reorganization of the Beijing Stock Exchange's Major Assets Reorganization Business", the company is registering and self -examination of inside information insider information on the reorganization. The date of issuing shares and payment of cash purchase of assets and raising supporting funds and affiliated transaction reports (draft) will be issued to the company's board of directors to review the decision announcement on the decision to terminate the reorganization.

The company intends to inquire with China Securities Registration and Settlement Co., Ltd. Beijing Branch for self -inspection matters. After the transaction data is obtained and the relevant self -inspection work is completed, the company will timely disclose relevant insider information insider trading.

According to Changhong Energy, given that the major asset reorganization matters have not yet been reviewed by the company's shareholders' meeting, the major asset reorganization plan has not officially entered into force. The financial situation has caused a significant adverse effects, and there is no situation that harms the interests of the company and small and medium shareholders.

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