Stock Code: 000959 stock abbreviation: Beijing Shougang Co.Ltd(000959) place of listing: Shenzhen Stock Exchange Beijing Shougang Co.Ltd(000959)
Issue shares to purchase assets and raise supporting funds
And related party transactions report (Draft) (Revised)
Category counterparty name
Issuing shares to purchase assets Shougang Group Co., Ltd
No more than 35 qualified specific investors shall raise matching funds
Independent financial advisor
February, 2002
Company statement
The company and all directors, supervisors and senior managers guarantee that the contents of this report are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the report. If the transaction is filed for investigation by the judicial organ or by the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, the transfer of its shares in the company will be suspended until the conclusion of the investigation is clear.
All directors, supervisors and senior managers of the company guarantee the authenticity and rationality of the relevant data quoted in this report.
Any decision or opinion made by CSRC and Shenzhen Stock Exchange on the issue of shares to purchase assets and raise matching funds does not represent its substantive judgment or guarantee on the value of the company’s shares or the income of investors. Any statement to the contrary is a false statement.
After the issuance of shares to purchase assets and raise supporting funds, the company shall be responsible for the changes in the operation and income of the company; The investors shall be responsible for the investment risks arising from the purchase of assets and the raising of supporting funds by issuing shares this time.
When evaluating the issue of shares to purchase assets and raise matching funds, in addition to the contents of this report and the relevant documents disclosed at the same time with this report, investors should also seriously consider the risk factors disclosed in this report. If investors have any questions about this report, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
Counterparty statement
All counterparties of this issuance of shares to purchase assets promise:
1. The company will timely provide the listed company with the relevant information and documents of this transaction, and ensure that the relevant information and documents provided for this transaction are true, accurate and complete, and there are no false records, misleading statements or major omissions. If the above commitments are violated and losses are caused to the listed company or investors, the company will be liable for compensation according to law;
2. The company guarantees that the materials provided are true, accurate and complete original written materials or copies, and the copies or copies of materials are consistent with the original materials or originals; The signatures and seals of all documents are true. The signatories of such documents are legally authorized and effectively sign the documents without any false records, misleading statements or major omissions. If the above commitments are violated and losses are caused to the listed company or investors, it will be liable for compensation according to law;
3. The company guarantees that it has fulfilled its statutory disclosure and reporting obligations, and there are no contracts, agreements, arrangements or other matters that should be disclosed but not disclosed;
4. If the information provided or disclosed by the company in this transaction is suspected of false records, misleading statements or major omissions and is filed for investigation by judicial authorities or by China Securities Regulatory Commission, the company will not transfer the shares with interests in listed companies until the investigation conclusion is formed, And submit the written application for suspension of transfer and the stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, and the board of directors of the listed company shall apply for locking to the stock exchange and the registration and Clearing Company on behalf of the company; If the company fails to submit the locking application within two trading days, the company agrees to authorize the board of directors of the listed company to directly submit the identity information and account information of the company to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors of a listed company fails to submit the identity information and account information of the company to the stock exchange and the registration and settlement company, the company agrees to authorize the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, the company promises to voluntarily lock up shares for compensation arrangements for relevant investors.
It is hereby declared.
Intermediary statement
Huatai United Securities Co., Ltd. promises that if there are false records, misleading statements or major omissions in the reorganization application documents, and Huatai United Securities Co., Ltd. fails to be diligent and responsible, it will bear joint and several liability for compensation.
China Securities Co.Ltd(601066) promises: if there are false records, misleading statements or major omissions in the reorganization application documents, China Securities Co.Ltd(601066) will bear joint and several liability for compensation if it fails to perform its duties diligently.
Beijing Jingtian Gongcheng law firm promises that if there are false records, misleading statements or major omissions in the reorganization application documents, Beijing Jingtian Gongcheng law firm will bear joint and several liability for compensation if it fails to be diligent and responsible.
Grant Thornton Certified Public Accountants (special general partnership) promises that if there are false records, misleading statements or major omissions in the reorganization application documents, and Grant Thornton Certified Public Accountants (special general partnership) fails to be diligent and responsible, it will bear joint and several liability for compensation.
Zoomlion asset appraisal group Co., Ltd. promises that if there are false records, misleading statements or major omissions in the reorganization application documents, and Zoomlion asset appraisal group Co., Ltd. fails to be diligent and responsible, it will bear joint and several liability for compensation.
Tips on major issues
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the “interpretation” of this report. The company reminds investors to carefully read the full text of this report and pay special attention to the following matters: I. overview of this transaction scheme
This transaction includes issuing shares to purchase assets and raising supporting funds. Beijing Shougang Co.Ltd(000959) plans to purchase 49.00% equity of steel trading company held by Shougang Group by issuing shares; At the same time, Beijing Shougang Co.Ltd(000959) plans to raise matching funds from non-public offering of shares to no more than 35 specific investors, with a total amount of no more than 250 million yuan. The net amount of the raised matching funds after deducting the issuance expenses will be used for the project construction of steel trading company and its subsidiaries, Jingtang company, listed companies or target companies to supplement working capital and repay debts.
This transaction constitutes a connected transaction, does not constitute a major asset reorganization, and does not constitute a reorganization and listing. (I) issuing shares to purchase assets
Before this transaction, Shougang Group held 49.00% equity of the target company. The listed company plans to purchase 49.00% equity of steel trading company held by Shougang Group by means of non-public issuance of shares to specific objects.
Before and after the completion of this transaction, the equity structure of steel trading company is as follows:
Unit: 10000 yuan
Before and after this transaction
shareholder
Subscribed capital contribution proportion subscribed capital contribution proportion
Beijing Shougang Co.Ltd(000959) 57,976.7100 51.00% 113,679.8235 100.00%
Shougang Group 55703.1135 49.00% —
Total 113679.8235 100.00%
(II) raising supporting funds
The listed company plans to raise matching funds by non-public offering of shares in the form of inquiry from no more than 35 qualified specific investors. The total amount of matching funds raised shall not exceed 250 million yuan. The total amount of matching funds raised shall not exceed 100% of the transaction price of purchasing assets by issuing shares in this transaction, and the number of shares issued shall not exceed 30% of the total share capital of the company before issuance.
The net amount of the raised matching funds after deducting the issuance expenses is intended to be used for the project construction of steel trading company and Jingtang company, the listed company or the target company to supplement working capital and repay debts; Among them, the proportion used to supplement working capital and repay debts will not exceed 25% of the transaction price or 50% of the total amount of supporting funds raised. If the total amount of supporting funds finally raised is insufficient, the insufficient part will be solved by the listed company with its own funds or other financing methods; If the listed company invests its own funds first, it will replace them after the raised funds are in place. The raising of supporting funds is based on the issuance of shares to purchase assets, but the success of raising supporting funds does not affect the implementation of this issuance of shares to purchase assets. 2、 Evaluation of underlying assets and transaction pricing
In this transaction, the underlying assets are appraised on August 31, 2021 as the appraisal base date, and the 100% equity of steel trading company is appraised by using the asset-based method and income method. The appraisal results are as follows:
Unit: 10000 yuan
Evaluation method of increase / decrease rate of net assets of the subject company
1195705.76 119402.86 11.09% asset based method steel trading company 1076302.90
1185213.45 108910.55 10.12% income method
This appraisal adopts the asset-based method. The appraisal result is 1195757600 yuan, which is the final appraisal value of the steel trading company and has been filed by Shougang Group. Through friendly negotiation, the transaction price of 49.00% equity of steel trading company was determined as 58958200 yuan. 3、 This transaction does not constitute a major asset reorganization and does not constitute a reorganization listing (I) this transaction does not constitute a major asset reorganization
Article 14 of the reorganization management measures stipulates: “If a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amount shall be calculated based on the cumulative amount. The asset transaction that has prepared and disclosed the report on major asset restructuring in accordance with the provisions of these measures need not be included in the scope of cumulative calculation. The cumulative period of major asset restructuring stipulated by the CSRC in paragraph 1 of Article 13 of these measures If the limits and scope are otherwise specified, such provisions shall prevail. The underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC, they can be recognized as the same or related assets. “
The assets purchased and sold by Listed Companies in the last 12 months are as follows:
On September 24, 2020, Beijing Shougang Co.Ltd(000959) held the fifth meeting of the seventh board of directors and the fifth meeting of the seventh board of supervisors
The proposal on the company’s issuance of shares to purchase assets and raise supporting funds and related party transactions was deliberated and adopted
Proposal on Beijing Shougang Co.Ltd(000959) issuing shares to purchase assets and raising supporting funds and related party transactions
And its abstract. On November 30, 2020, Beijing Shougang Co.Ltd(000959) held the sixth session of the seventh board of directors
The meeting and the sixth meeting of the seventh session of the board of supervisors deliberated and adopted the regulations on the company issuing shares to purchase assets and raising distribution funds
Proposal on a set of funds and related party transactions Beijing Shougang Co.Ltd(000959) issuing shares to purchase assets and raising funds
Collection of supporting funds and related party transactions report (Draft) and its abstract and other relevant proposals. December 18, 2020
On June, Beijing Shougang Co.Ltd(000959) held the first extraordinary general meeting of shareholders in 2020, deliberated and adopted the
The proposal on buying assets and raising supporting funds and related party transactions and other relevant proposals agree that the company will issue shares
Purchase 11.5094% equity of Jingtang company held by Beijing investment holding and Jingtang company held by jingguorui
7.6729% equity and non-public offering of shares to no more than 35 qualified specific investors
Funds. On April 21, 2021, the China Securities Regulatory Commission issued the notice on approving Beijing Shougang Co.Ltd(000959)
Reply to issuing shares to Beijing Jingtou Investment Holding Co., Ltd. to purchase assets and raise supporting funds (certificate)
Jxk [2021] No. 1400). Jingtang company has completed the industrial and commercial change registration on April 22, 2021,
It has also obtained the new business license (unified social credit agency) renewed by the administrative examination and approval Bureau of Caofeidian District, Tangshan city
Code: 911302307808371268).
As the reorganization is a major asset reorganization, it has been prepared and disclosed in accordance with the provisions of the reorganization management measures
The asset transactions in the group report, therefore, the above transactions are no longer included in the cumulative calculation scope of this transaction. The underlying asset of this transaction is 49.00% equity of steel trading company, according to the listed company and the underlying company
The audited consolidated financial accounting report and transaction pricing in 2020 are calculated as follows:
Unit: 10000 yuan
Total project assets * shareholding ratio net assets * shareholding ratio operating income * equity
