Securities code: 000959 securities abbreviation: Beijing Shougang Co.Ltd(000959) Announcement No.: 2022-006
Beijing Shougang Co.Ltd(000959)
Issues on issuing shares to purchase assets and raising matching funds and related party transactions
Feedback reply and announcement on Revision of reorganization report (Draft)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Beijing Shougang Co.Ltd(000959) (hereinafter referred to as the “company”, “listed company” and ” Beijing Shougang Co.Ltd(000959) “) announced the report on Beijing Shougang Co.Ltd(000959) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) (Revised) (hereinafter referred to as the “restructuring report”) and relevant documents on December 18, 2021, On January 19, 2022, the company received the notice of the CSRC on the first feedback on the examination of administrative licensing projects (hereinafter referred to as the “first feedback”) issued by the China Securities Regulatory Commission. The company disclosed the reply to the first feedback on February 12, 2022. See the relevant announcement for details. According to the relevant requirements of the feedback, the company supplemented and revised the restructuring report. The main contents of the supplement and revision of the reorganization report are described as follows:
Amendments to draft sections
1. In “IX. approval procedures to be performed for the implementation of this transaction”, supplementary disclosure is made “(III) whether this transaction plan needs to be approved by the state-owned assets supervision and administration institution in section I of this transaction overview, and whether the evaluation results of the underlying assets need to be submitted to the state-owned assets supervision and administration institution for approval or filing”;
2. In “X. other matters”, supplementary disclosure shall be made “(III) reasons for listed companies to acquire the equity of Jingtang company step by step rather than one-time”.
1. Update the progress of litigation in “4. Situation of subordinate companies” (II) situation of important joint-stock companies “and” 8. Litigation situation of Jingtang company “;
Section IV basic information of the transaction object 2 In “v. main business development” (XI) safety production and environmental protection ” “3. Whether the built, under construction and proposed projects involved in the steel trading company and the supporting raised funds belong to” high energy consumption and high emission “projects, whether they meet the relevant national or local policy requirements and implementation, and whether they need to comply with the procedures and procedures of approval, approval and filing of relevant competent departments Act
Amendments to draft sections
(2) the details of the projects involved in the supporting raised funds of Jingtang company are updated in “(2) whether the built, under construction and proposed projects involved in the steel trading company and the supporting raised funds belong to” high energy consumption and high emission “projects”;
3、 In “v. main business development” (XI) safety production and environmental protection ” “3. Whether the built, under construction and proposed projects involved in the steel trading company and the supporting raised funds belong to” high energy consumption and high emission “projects, whether they meet the relevant national or local policy requirements and implementation, and whether they need to comply with the procedures and performance of approval, approval and filing of relevant competent departments (3) the progress of relevant project procedures has been updated in “(3) whether the above projects meet the relevant national or local policy requirements and implementation, whether the procedures of approval, approval and filing of relevant competent departments need to be performed, and the performance”;
4、 In “v. main business development” (XI) safety production and environmental protection ” “3. Whether the built, under construction and proposed projects involved in the steel trading company and the supporting raised funds belong to” high energy consumption and high emission “projects, whether they meet the relevant national or local policy requirements and implementation, and whether they need to comply with the procedures and performance of approval, approval and filing of relevant competent departments (4) information on the proposed, built and under construction projects of Jingtang company;
5、 In “v. main business development” (XI) safety production and environmental protection ” “5. Whether the built, under construction and proposed projects involved in the steel trading company and supporting raised funds meet the dual control requirements of energy consumption in the project location, whether the review opinions on energy conservation of fixed asset investment projects are obtained as required, the main energy consumption and whether they meet the requirements of local energy conservation authorities (3) the basis for the comprehensive transformation project of energy conservation and consumption reduction of the front iron system without separate energy conservation review “and” (4) the latest handling progress of the energy conservation review of the high-value comprehensive utilization project of steel slag “;
6. “11. Whether the supporting raised funds will eventually be used for” high energy consumption and high emission “projects that do not meet the regulations” shall be supplemented and disclosed in “(XI) safety production and environmental protection” of “v. main business development”;
7、 In “VI. ownership of main assets, external guarantees and main liabilities” (II) ownership of main assets “,” 1. Main fixed assets “,” 1) housing and buildings “,” B. houses without ownership certificate “and” B. Chongqing Shougang ” Supplementary disclosure of the specific construction conditions of Chongqing Shougang phase I and phase II projects and matters related to the handling of warrants;
8. In “(I) recognition principles and measurement methods of income” of “X. accounting policies and relevant accounting treatment during the reporting period”, supplement and disclose “3. Recognition of income by net method”.
Section VI conditions of raising supporting funds 1. In “v. specific conditions of raising supporting funds by issuing shares” (I)
Amendments to draft sections
Supplementary disclosure of the flow direction of supporting funds raised when insufficient funds are raised in the “overview of supporting funds raised in this transaction”;
2. Update the specific information of the raised investment projects in “(II) purpose of the raised supporting funds” of “v. specific information of the raised supporting funds by issuing shares”;
3. Update the use of the funds raised in the previous time in “(III) the use of the funds raised in the previous time by the listed company” of “v. specific conditions of the supporting funds raised by issuing shares”;
4. In “v. specific conditions of issuing shares to raise supporting funds” (IV) necessity of raising funds “and” 2. Necessity of raising supporting funds for construction projects “, supplementary disclosure” (6) necessity of supplementing working capital and repaying debts “.
1、 In “I. Basic information of transaction target evaluation” (II) evaluation of steel trading company with asset-based method “and” 2. Evaluation of long-term equity investment “, supplementary disclosure” (1) steel trading company and its subsidiaries (excluding Jingtang company) during the reporting period) “(2) explain the reason and rationality of the great difference between the P / E ratio corresponding to the valuation of China steel trading company and its subsidiaries and the P / E ratio of the same industry”;
2. In “(I) evaluation method and model” of “III. income method evaluation of steel trading company”, it is supplemented to disclose “3. Reasons and rationality of different evaluation methods and results adopted for the parent company and its subsidiaries of steel trading company in income method evaluation”;
3. Update and disclose the composition of other current assets in “(II) evaluation methods and models”, “1. Evaluation of current assets” and “(8) other current assets” of “IV. evaluation of Jingtang company’s asset based method” Section VII evaluation of the subject matter of the transaction, compliance of the treatment, and the reasons and rationality of the high value-added amount of the evaluation;
4、 (1) changes in the scope and performance of subsidiaries of Jingtang company since the previous transaction, as well as the evaluation differences between the two transactions “are additionally disclosed in” (II) evaluation methods and models “and” 2. Evaluation of long-term equity investment “of” IV. evaluation of Jingtang company’s asset-based method ” “(2) jingtanggong
