In order to resolve the operational risks caused by the relatively single industry and business, Western Region Gold Co.Ltd(601069) (601069) plans to purchase 100% equity of baiyuanfeng, Kebang manganese industry and Mengxin Tianba by issuing shares of about 2.614 billion yuan.
After the above is completed, Western Region Gold Co.Ltd(601069) will add manganese mining and smelting business, and the business and product structure will be upgraded from a single “gold mining and smelting” to a listed company with dual main businesses of “gold + manganese mining and smelting”.
On February 11, Western Region Gold Co.Ltd(601069) announced that the company plans to purchase 100% equity of baiyuanfeng, Kebang manganese industry and Mengxin Tianba by issuing shares. After the completion of this transaction, baiyuanfeng, Kebang manganese industry and Mengxin Tianba will become a wholly-owned subsidiary of Western Region Gold Co.Ltd(601069) .
At the same time, Western Region Gold Co.Ltd(601069) plans to issue shares to no more than 35 qualified specific objects to raise supporting funds. The total amount of supporting funds to be raised this time is no more than 400 million yuan, which is intended to be used to supplement Western Region Gold Co.Ltd(601069) and the working capital of the target company and repay debts.
Baiyuanfeng is mainly engaged in manganese mining business, Kebang manganese industry has formed a relatively complete electrolytic manganese production system in its daily operation, and Mengxin Tianba is mainly engaged in manganese mining business. According to the announcement, baiyuanfeng has four mining rights and five exploration rights, and Mengxin Tianba has one mining right and one exploration right, both of which are located in China’s famous manganese metallogenic belt.
The announcement shows that this transaction takes September 30, 2021 as the evaluation base date, and uses the income method and asset-based method to evaluate the subject assets. The asset appreciation rates of Kebang manganese industry, baiyuanfeng and Mengxin Tianba are 39.43%, 485.5% and 2053.98% respectively.
The performance commitment party promises that the total net profit after tax realized by Kebang manganese industry and baiyuanfeng in 2022, 2023 and 2024 shall not be less than RMB 331.3 million, RMB 262.06 million and RMB 308.05 million respectively; The net profit after tax realized by Mengxin Tianba in 2022, 2023, 2024 and 2025 shall not be less than RMB – 3.48 million, – 7.26 million, 29.8 million and 53.54 million respectively.
In 2020, Western Region Gold Co.Ltd(601069) achieved a total revenue of 5.555 billion yuan and a net profit of 77.49 million yuan. The company is mainly engaged in gold mining and smelting, with a relatively single industry and business.
Western Region Gold Co.Ltd(601069) believes that since the gold industry is very vulnerable to factors such as the prosperity of global economic indicators and regional security situation, the company has an operational risk of relying on the trend of the gold market and the scale of its gold reserves. It needs to deeply explore other mineral resources projects to improve its sustainable development ability. Kebang manganese, baiyuanfeng and Mengxin Tianba are located in industries with significantly different performance cycles from the company’s existing gold business, which will stabilize the company’s performance fluctuation and enhance the stability of profitability to a certain extent.
The purpose of this transaction is to optimize the mineral resources and realize the long-term development of high-quality mineral resources. After this transaction, the company will add manganese mining and smelting business. The business and product structure will be upgraded from a single “gold mining and smelting” to a listed company with “gold + manganese ore” mining and smelting dual main business, so as to realize the layout in the field of manganese ore and improve the control of listed companies over manganese rich mineral resources in malkansu area of West Kunlun, which is conducive to the listed companies to give full play to the regional advantages of mineral resource integration, Through resource exploration, asset acquisition and other means, fully explore the mineral resources in the adjacent areas of the subject assets, increase their own resource reserves and enhance the ability of sustainable development.
After the completion of this transaction, it is expected that Xinjiang nonferrous metals can still control Western Region Gold Co.Ltd(601069) . Before and after this transaction, the control right of the listed company is not expected to change.
It is worth mentioning that in this transaction, Xinjiang nonferrous metals, the restructuring counterparty, was the controlling shareholder of Western Region Gold Co.Ltd(601069) . Therefore, Xinjiang nonferrous metals and Western Region Gold Co.Ltd(601069) constitute an association. After the completion of this transaction, the restructuring counterparty Yang Shengrong will hold more than 5% of the shares of Western Region Gold Co.Ltd(601069) , forming a related relationship with Western Region Gold Co.Ltd(601069) . This transaction constitutes a related party transaction.
