Securities code: 000688 securities abbreviation: Guocheng Mining Co.Ltd(000688) Announcement No.: 2022-019 Guocheng Mining Co.Ltd(000688)
Announcement on the progress after the disclosure of major asset purchase plans
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.
Special tips:
● the plan for Guocheng Mining Co.Ltd(000688) major asset purchase and related party transactions published by the company on cninfo.com on December 11, 2020 has described in detail the relevant risk factors involved in this restructuring and the approval procedures to be performed. Please read the relevant contents carefully.
● as of the disclosure date of this announcement, the company has not found any relevant matters that may cause the board of directors or the counterparty of this reorganization to revoke, suspend this reorganization plan or make substantive changes to this reorganization plan. 1、 Basic information of this reorganization
Guocheng Mining Co.Ltd(000688) (hereinafter referred to as “the company”) plans to purchase 92% of the equity of Inner Mongolia Guocheng Industrial Co., Ltd. (formerly known as “Inner Mongolia Zhongxi Mining Co., Ltd.”, hereinafter referred to as “Guocheng industry”) held by Guocheng Holding Group Co., Ltd. (hereinafter referred to as “Guocheng group”) by paying cash and assuming debt, It is proposed to purchase 8% equity of Guocheng industry held by Minmetals International Trust Co., Ltd. by paying cash. As the controlling shareholder of the company, Guocheng group, one of the counterparties of this transaction, constitutes a connected transaction in accordance with the provisions of the stock listing rules of Shenzhen Stock Exchange (revised in 2022). After the completion of this transaction, Guocheng industry will become a wholly-owned subsidiary of the company. For details, please refer to the relevant announcement published by the company on the designated information disclosure media on December 11, 2020. After the disclosure of this major asset purchase plan, the company will make decisions on January 7, 2021, February 6, 2021, March 6, 2021, April 3, 2021, April 29, 2021, May 29, 2021, June 29, 2021, July 28, 2021, August 26, 2021, September 25, 2021, October 23, 2021, November 20, 2021, December 18, 2021 On January 15, 2022, the announcement on the progress after the disclosure of major asset purchase plans (Announcement No.: 2021-001, 2021-009, 2021-010, 2021-020, 2021-036, 2021-045, 2021-056, 2021-067, 2021-085, 2021-093, 2021-102, 2021-111, 2021-130, 2022-006) was issued.
2、 Progress of this reorganization
The target company to be acquired involved in this major asset purchase operates normally and all businesses are carried out in an orderly manner. In view of the fact that some matters in this transaction have not been completely resolved, the controlling shareholder and actual controller of the company applied to change the time of asset injection from before the end of 2021 to before the end of 2022. This matter has been deliberated and approved at the 34th meeting of the 11th board of directors and the fifth extraordinary shareholders’ meeting in 2021. For details, see the company on December 16, 2021 Relevant announcement published on the designated information disclosure media on January 4, 2022. Up to now, as the financial data of Guocheng industry based on June 30, 2021 has expired, the company has carried out a new audit based on December 31, 2021. The company and relevant parties are orderly promoting and implementing the audit, evaluation and other work required by this transaction. The company and its counterparties have basically reached an agreement on some core terms of this equity transfer after several rounds of negotiation. After the relevant work is completed, the company will convene the board of directors again to review the matters involved in this transaction and disclose the report (Draft) of this major asset purchase transaction. According to the progress of this transaction, the company will timely perform the obligation of information disclosure in strict accordance with the provisions and requirements of relevant laws and regulations.
3、 Special tips
This major asset purchase still needs to follow the decision-making and approval procedures of the board of directors and the general meeting of shareholders of the company. There is still uncertainty whether this major asset purchase can be implemented smoothly. Please pay attention to the investment risks.
It is hereby announced.
Guocheng Mining Co.Ltd(000688) board of directors February 11, 2022
