Stock Code: 000629 stock abbreviation: Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) Announcement No.: 2022-14 Pangang Group Vanadium Titanium & Resources Co.Ltd(000629)
Announcement on the transfer of assets and related party transactions to related parties
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.
In order to further rationalize and standardize the asset business management of Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) (hereinafter referred to as the "company"), the wholly-owned subsidiary of the company, Panzhihua Iron and Steel Group Titanium Industry Co., Ltd. (hereinafter referred to as the "titanium industry company") plans to transfer two land use rights and aboveground attachments located in Panzhihua vanadium titanium high tech Zone to the related party Panzhihua Iron and Steel Group Mining Co., Ltd. (hereinafter referred to as the "mining company"). The details are as follows:
1、 Overview of related party transactions
Titanium company, a wholly-owned subsidiary of the company, plans to transfer its two land use rights located in Panzhihua vanadium titanium high tech Zone and its inseparable attachments on the ground to the mining company for the project of sponge titanium branch of the mining company. In order to ensure the integrity of the land, the land occupied by the titanium chloride white plant of the titanium industry company and the inseparable retaining walls, revetments, roads and other structures on the ground are included in the transfer scope, and the assets such as equipment and supporting facilities are still owned by the titanium industry company. After the completion of this transfer, the titanium industry company will no longer have the aforementioned land use right. About 50 mu of land used by the titanium chloride titanium dioxide plant of the titanium industry company is leased by the titanium industry company to the mining company.
The company held the 26th meeting of the 8th board of directors on February 8, 2022, deliberated and passed the proposal on transfer of assets and related party transactions to related parties, and agreed that titanium industry company would transfer the above land use right and its inseparable ground attachments to related parties. For the details of this meeting, please refer to the announcement on the resolution of the 26th meeting of the 8th board of directors (Announcement No.: 2022-13) published on the designated information disclosure media of the company on the same day as this announcement.
The mining company is a subsidiary of Pangang Group Co., Ltd., the controlling shareholder of the company. According to the stock listing rules of Shenzhen Stock Exchange, the mining company is a related party of the company, and this transfer constitutes a related party transaction. Within the approval authority of the board of directors, this connected transaction does not need to be submitted to the general meeting of shareholders for deliberation, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
When the board of directors of the company considered the related party transaction, the related directors of the company Xie Junyong, Yang Huai, Zhang Jingfan and Yang Xiuliang avoided voting.
2、 Basic information of related parties
Enterprise name: Panzhihua Iron and Steel Group Mining Co., Ltd
Unified social credit Code: 915104002043596214
Registered capital: 6198.4805 million yuan
Legal representative: Gao Wenyuan
Date of establishment: June 28, 1994
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered address: Guaziping, East District, Panzhihua City, Sichuan Province
Main business: General Project: beneficiation; Mineral washing and processing; Common non-ferrous metal smelting; Technical services, technical development, technical consultation, technical exchange, technology transfer, technology promotion, etc. As of December 31, 2020, the total assets of the mining company were 15406.9405 million yuan, the net assets were 7160.2165 million yuan, the operating income in 2020 was 5827.4076 million yuan, the total profit was 793.1472 million yuan, and the net profit was 506.7171 million yuan.
As of December 31, 2021, the total assets of the mining company are RMB 18712555100, the net assets are RMB 750319800, the operating revenue in 2021 is RMB 10189610600, the total profit is RMB 1205690600, and the net profit is RMB 5709413400 (the above data are Unaudited).
3、 Basic information of transfer object
Object of transfer: two land use rights of Pangang Group Titanium Industry Co., Ltd. located in vanadium and Titanium Industrial Park, Renhe District, Panzhihua City and their inseparable attachments on the ground.
Benchmark date: March 31, 2021
Value type: market value
Book value: 251255300 yuan
Assessed value: 314475400 yuan (excluding tax)
Estimated value added: 63.2201 million yuan
Value added rate: 25.16%
4、 Pricing policy and basis
The titanium industry company hired Zhonglian asset appraisal group Co., Ltd. to evaluate the market value of some of the assets declared by the titanium industry company on the benchmark date in terms of the economic behavior of the two land use rights and aboveground attachments that the titanium industry company plans to transfer, And issued the asset appraisal report of the project of Panzhihua Iron and Steel Group Titanium Industry Co., Ltd. to transfer some assets (Zhonglian pingbao Zi [2021] No. 3845). Based on the premise of continuous use and open market, combined with the actual situation of the appraised object and comprehensively considering various influencing factors, the replacement cost method is adopted for the building assets declared to be transferred by the titanium industry company, and the benchmark land price coefficient correction method and market comparison method are adopted for the land use right. Through the implementation of the appraisal procedures such as inventory and verification, field survey, market investigation and confirmation, evaluation and estimation, it is concluded that the book value of some assets to be transferred declared by the titanium company on the benchmark date of March 31, 2021 is 251255300 yuan, the appraisal value is 314475400 yuan (excluding tax), the appraisal value is 63.2201 million yuan, and the appreciation rate is 25.16%.
5、 Main contents of related party transaction agreement
Party A (transferor): Panzhihua Iron and Steel Group Titanium Industry Co., Ltd
Party B (transferee): Pangang Group Mining Co., Ltd
In accordance with the current laws and regulations of the people's Republic of China on the transfer of land and fixed assets and in combination with the actual situation of the land and fixed assets referred to in this contract, Party A and Party B have reached the following agreement through friendly negotiation for both parties to abide by and implement.
Location of the land referred to in the contract: Panzhihua vanadium titanium high tech Industrial Development Zone; The land use right referred to in the contract covers an area of 787448.62 square meters. One fixed asset of retaining wall transferred in this contract. Party A confirms that the land use right and the ownership of fixed assets transferred under this contract are legally owned by Party A, and there are no ownership defects such as mortgage, seizure and third-party claim. Party A shall bear the creditor's rights, debts and all legal and economic responsibilities arising from the current situation of the transfer payment. Party A confirms that all payables and expenses have been paid for the land use right and the ownership of fixed assets transferred under this agreement, and there is no dispute over creditor's rights and debts.
According to the assets transfer price calculated according to the appraisal report of Zhonglian pingbao Zi [2021] No. 3845 determined by Zhonglian asset appraisal group Co., Ltd., the total price excluding tax is 314475356.00 yuan (in figures) (in words) three hundred and fourteen million four hundred and seventy-five thousand three hundred and fifty-six yuan only.
Within 2 months from the effective date of this contract, Party B shall pay 50% of the transfer price of this contract to Party A; Within 30 working days after Party B obtains the state-owned land use certificate of the land mentioned in this contract, Party B shall pay 50% of the transfer price of this contract to Party A. All expenses before meeting the conditions for the transfer of land and fixed assets referred to in this contract shall be borne by Party A. In the process of land use right and ownership transfer of fixed assets under this contract, various taxes and fees that should be charged by the competent government department and the organization designated by the government department shall be borne by Party A and Party B respectively according to the regulations.
6、 Other arrangements involving connected transactions
This transaction does not involve personnel placement, debt restructuring and other arrangements. The proceeds will be used for the company's daily production and operation. This transaction will not produce horizontal competition with related parties.
After the completion of this transaction, the situation that the original mining company leases the land from the titanium company at the market price will become that the titanium company leases the land used by the titanium chloride white plant from the mining company at the market price. 7、 Cumulative related party transactions between the company and related parties
From January to December 2021, the company and the mining company had a total of 3491.8142 million yuan of daily related party transactions (the above data were not audited).
8、 Purpose of this connected transaction and its impact on the company
This transaction is necessary to rationalize and standardize the company's asset business management and help the company reduce related party transactions. This transaction will not have a significant impact on the company's operation, affect the company's normal production and operation activities, affect the scope of the company's consolidated statements, and do not damage the legitimate interests of the company and all shareholders.
9、 Prior approval and independent opinions of independent directors
The independent directors of the company have expressed their prior approval opinions and independent opinions on this connected transaction. The independent directors of the company believe that:
This related party transaction of the company refers to the asset appraisal report of some assets to be transferred by Panzhihua Iron and Steel Group Titanium Industry Co., Ltd. (Zhonglian pingbao Zi [2021] No. 3845) issued by Zhonglian asset appraisal group Co., Ltd. and takes March 31, 2021 as the appraisal base date. The pricing basis is fair and reasonable, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
When the board of directors of the company deliberated the proposal, the related directors avoided voting, and the deliberation and decision-making procedures were in line with the company law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations and the relevant provisions of the articles of association of the company. Therefore, we agree to the above related party transactions.
10、 Documents for future reference
(I) resolutions of the 26th meeting of the 8th board of directors of the company;
(II) land and attached fixed assets transfer contract;
(III) assets appraisal report of the project to be transferred by Panzhihua Iron and Steel Group Titanium Industry Co., Ltd. and assets appraisal description of the project to be transferred by Panzhihua Iron and Steel Group Titanium Industry Co., Ltd.
It is hereby announced.
Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) board of directors
February 9, 2022
