Beijing Shougang Co.Ltd(000959) about
Issue shares to purchase assets and raise matching funds and related party transactions
Feedback reply
China Securities Regulatory Commission:
On January 19, 2022, your Association received the notice of the first feedback on the examination of administrative licensing projects of the CSRC (No. 213538) (hereinafter referred to as the “feedback”) issued by the application documents for Beijing Shougang Co.Ltd(000959) issuing shares to purchase assets and raising supporting funds and connected transactions. According to the requirements of your association, Beijing Shougang Co.Ltd(000959) has worked with Huatai United Securities Co., Ltd., China Securities Co.Ltd(601066) , Beijing Jingtian Gongcheng law firm, Zhitong Certified Public Accountants (special limited partnership) and Zhonglian asset appraisal group Co., Ltd. to seriously implement the problems listed in the feedback one by one, and the written reply is as follows. Please review.
Unless otherwise specified, the abbreviation and interpretation used in this reply are consistent with the report on Beijing Shougang Co.Ltd(000959) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) (Revised) disclosed on the same day.
catalogue
Question 1 3 question 2 13 question 3 37 question 4 52 question 5 53 question 6 62 question 7 80 question 8 102 question 9 113 question 10 one hundred and seventeen
Question 1
According to the application documents, 1) Beijing Shougang Steel Trade Investment Management Co., Ltd. (hereinafter referred to as the steel trade company or the target company) is mainly engaged in the supply chain trade and circulation business such as steel sales, processing and distribution, belonging to the metal commodity trade industry. 2) The target company and its subsidiaries within the scope of consolidated statements have no proposed projects, and the built and under construction projects themselves do not engage in or carry out ferrous metal smelting or rolling processing business, which are not “high energy consumption and high emission” projects. 3) Shougang Jingtang Iron and Steel United Co., Ltd. (hereinafter referred to as Jingtang company), which is a shareholder of the target company, has a significant impact on the target company. Its main business is steel smelting, steel rolling, other metal smelting and rolling processing and sales. 4) The supporting funds raised in this transaction are intended to be used for the project construction of the target company and Jingtang company. Among them, the high-value comprehensive utilization project of steel slag plans to build a complete set of pressurized hot pressing system with an annual treatment of 1.1 million tons of steel slag, a production line with an annual production of 1 million tons of all solid waste cementitious materials, and the phase II project of Ningbo Shougang steel processing center plans to build a new plant Blanking and cross cutting and other two automobile sector processing equipment. Please your company:
1) Supplementary disclosure of whether the proposed, built and under construction projects of the steel trade company belong to “high energy consumption and high emission” projects, and whether the scope of verification includes Jingtang company. If not, please supplement the verification and disclose whether the supporting raised funds will eventually be used for non-conforming “high energy consumption and high emission” projects (if any).
2) List the annual comprehensive energy consumption (calculated in standard coal) of the supporting financing raised and invested projects one by one, and whether the project can meet the regulatory requirements of the local competent department of energy conservation.
3) Supplementary disclosure of the basis for the comprehensive transformation project of energy conservation and consumption reduction of the pre railway system without separate energy conservation review.
4) Supplement and disclose the latest progress of energy-saving review of high-value comprehensive utilization project of steel slag.
The independent financial advisor is requested to check and give clear opinions.
reply:
1、 Supplementary disclosure of whether the proposed, built and under construction projects of the steel trading company belong to “high energy consumption and high emission” projects, and whether the scope of verification includes Jingtang company. If not, please supplement the verification and disclose whether the supporting raised funds will eventually be used for non-conforming “high energy consumption and high emission” projects (if any)
(I) proposed, built and under construction projects of Jingtang company
The verification scope of whether the proposed, built and under construction projects of the steel trading company belong to “high energy consumption and high emission” projects in the restructuring report does not include Jingtang company.
According to the guidelines for the classification of listed companies (revised in 2012) issued by the CSRC, the industry of Jingtang company is “ferrous metal smelting and rolling processing industry” under “manufacturing (c)”. According to the provisions of the 2017 statistical bulletin on national economic and social development issued by the National Bureau of statistics on February 28, 2018 and the letter on clarifying matters related to the implementation of phased power cost reduction policies issued by the general office of the national development and Reform Commission on February 26, 2020, “Ferrous metal smelting and rolling processing industry” is one of the high energy consuming industries. The iron and steel industry has long been a traditional high emission industry subject to national macro-control and key attention. Therefore, Jingtang company is in an industry of “high energy consumption and high emission”. Although the industry of Jingtang company is “high energy consumption and high emission”, Jingtang company is not a “high energy consumption and high emission” enterprise.
1. Status of built projects
Jingtang company relies on the built projects to carry out production and operation activities. The overall energy consumption and emission level of Jingtang company can reflect the situation of the built projects of Jingtang company.
In recent years, Jingtang company has taken a number of measures to reduce production energy consumption and improve resource utilization. The energy consumption of each process of Jingtang company from 2019 to 2021 is lower than the landmark limit. The specific energy consumption is shown in the table below:
Jingtang company
Process index name unit 2019 2020 2021 landmark limit
Done, done, done
Energy consumption in pelletizing process kgce / T 22.2 19.1 19.0 ≤ 35
Energy consumption of sintering process kgce / T 47.9 48.1 48.0 ≤ 54
Energy consumption of ironmaking process kgce / T 372.0 378.5 382.5 ≤ 433
Energy consumption of steelmaking process kgce / T – 9.9 – 10.4 – 13.0-
Converter energy consumption kgce / T – 21.5 – 25.5 – 25.7 ≤ – 10
Energy consumption in hot rolling process kgce / T 46.3 44.1 44.9 ≤ 55
Energy consumption of cold rolling process kgce / T 57.1 66.1 54.4 ≤ 80
Note: Jingtang company adopts waste heat and residual energy recycling technology in the steelmaking process, and the process energy consumption is less than the energy recovery. During the reporting period, the main energy and resource consumption of Jingtang company passed the daily supervision and field supervision of Hebei Energy Conservation Supervision and monitoring center, and there is no need for rectification.
Jingtang company passed the total energy consumption control and energy-saving target responsibility assessment of 100 key energy users in Hebei Province in 2019 and 2020, and its main energy and resource consumption met the regulatory requirements of relevant competent departments on “dual control of energy consumption”. The total energy consumption control and energy-saving target responsibility assessment of 100 key energy users in Hebei Province in 2021 have not been started. Therefore, Jingtang company is not a high energy consuming enterprise.
According to the requirements of laws and regulations such as the measures for self monitoring and information disclosure of national key monitoring enterprises (HF [2013] No. 81), technical guide for self monitoring of pollutant discharge units, iron and steel industry and coking chemical industry (Standard No.: HJ 878-2017), Jingtang company entrusts testing institutions to carry out self-monitoring of pollutant discharge according to the specified frequency, among which, On March 4, 2019, April 3, 2019, September 3, 2019, December 31, 2019, March 31, 2020, April 2, 2020, September 10, 2020, November 3, 2020, March 31, 2021, July 8, 2021, August 4, 2021 On January 14, 2022, Beijing environmental monitoring center of Shougang Group Co., Ltd. issued 01087qsg2019, 04054qsg2019, 07189qsg2019, 10010qsg2019, 01016qsg2020, 02052qsg2020, 08047qsg2020, 10077qsg2020, 03043qsg2021, 04142qsg2021, 07119qsg2021 Test report no. 12205qsg2021.
According to the above test report, during the reporting period, the emission concentrations of major pollution sources tested by Jingtang company all met the emission limit requirements. The test report issued on January 14, 2022 is as follows:
Detection time detection point detection content detection result execution limit execution standard detection conclusion
Particle conversion 4.3 ≤ 10, in conformity with
Concentration mg / m3
2021.12.12 1# sintering machine sulfur dioxide reduction 7 ≤ 35
Calculated discharge concentration outside the machine head mg / m3
NOx discount 22 ≤ 50
Calculated concentration mg / m3
The conversion of particulate matter is 4.0 ≤ 10, which is in line with the requirements of the iron and steel industry
Gas pollutant concentration exceeding mg / m3
2021.12.15 2# sintering machine sulfur dioxide is reduced by 5 ≤ 35, meeting the low emission standard
Calculated discharge concentration outside the machine head mg / m3
Nitrogen oxide DB13 / 2169-
Calculated concentration mg / m3 21 ≤ 50
Particulate matter conversion 2.3 ≤ 10, in conformity with
Concentration mg / m3
2021.12.16 1# pellet baking sulfur dioxide fold 7 ≤ 35
Calculated burning concentration mg / m3
NOx discount 24 ≤ 50
Calculated concentration mg / m3
Detection time detection point detection content detection result execution limit execution standard detection conclusion
Conversion of particulate matter 6.2 ≤ 10, conforming to the concentration mg / m3
2021.12.10 2# pellet baking sulfur dioxide conversion 8 ≤ 35, in line with the calcination concentration mg / m3
NOx conversion 34 ≤ 50, in line with the calculated concentration mg / m3
The converted concentration of particulate matter is 5.1 ≤ 10 mg / m3
2021.12.16 3# pellet baking sulfur dioxide conversion 15 ≤ 35, in line with the calcination concentration mg / m3
NOx discount 36 ≤ 50
