Securities code: 601865 securities abbreviation: Flat Glass Group Co.Ltd(601865) Announcement No.: 2022-009 Flat Glass Group Co.Ltd(601865)
Announcement on the acquisition of 100% equity of Anhui Dahua Oriental Mining Co., Ltd. and Anhui Sanli Mining Co., Ltd
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. Important content tips:
1、 Transaction content: Flat Glass Group Co.Ltd(601865) (hereinafter referred to as “the company” or “the company”) intends to purchase 100% equity of Anhui Dahua Oriental Mining Co., Ltd. (hereinafter referred to as “Dahua mining”) and Anhui Sanli Mining Co., Ltd. (hereinafter referred to as “the company”) held by Anhui fengsha Mining Group Co., Ltd. (hereinafter referred to as “fengsha group”) by paying cash and assuming debt 100% equity of “Sanli mining” (hereinafter referred to as “this transaction”).
2. Impact on Listed Companies: quartz sand is one of the important raw materials for the production of photovoltaic glass and float glass. With the continuous expansion of the company’s production and marketing scale, the demand for quartz sand is increasing. The acquisition of 100% equity of Dahua mining and 100% equity of Sanli mining will help listed companies improve the reserves of quartzite resources for glass, help listed companies ensure the sand demand and quality safety of production base, reduce the dependence of listed companies on external purchase of quartz sand, and reduce the impact of quartz sand raw material fluctuation on the product cost and performance of listed companies. After the completion of this transaction, the listed company’s ability to resist risks will be greatly strengthened, and its sustainable operation ability will be steadily improved, which is in line with the overall development strategy of the company and the interests of the company and all shareholders.
3. This equity acquisition does not constitute a connected transaction and does not constitute a major asset reorganization. According to the provisions of the Listing Rules of Shanghai Stock Exchange, this transaction has been deliberated and approved at the 15th meeting of the sixth board of directors and the 14th meeting of the sixth board of supervisors of the company, and does not need to be submitted to the general meeting of shareholders for deliberation.
4. Ownership of mining rights and their restrictions or disputes: the mining rights involved in this acquisition are legally obtained and held by Dahua mining and Sanli mining. The ownership is clear, and there are no restrictions or disputes on rights such as pledge, seizure and freezing.
5. Production conditions and expansion of mineral exploitation:
Dahua mining has a mining right, which is located in Lingshan Muliang mountain, Henan Road, Fucheng Town, Fengyang County, Anhui Province
The mining area has obtained the mining license of the people’s Republic of China with the license number of c34000002002037130149488 issued by the Department of land and resources of Anhui Province on March 12, 2020. The mine name is section 15 of glass quartzite mine in Lingshan mulishan mining area of Fengyang County. The mining mineral is glass quartzite, and the mining area is 0.2288 square kilometers, According to the certificate, the approved production scale is 500000 T / a (the simulated change of production scale after the period is 2.6 million T / A. as of the benchmark date of December 31, 2021, the feasibility study report and development and utilization plan related to the expansion and change of production scale have been reviewed and approved by the expert group and have obtained the filing letter from Chuzhou economic and Information Technology Bureau). The mining method is open-pit mining, The term of validity is from March 12, 2020 to March 12, 2050. As of the announcement date, Dahua mining has the production conditions for mining.
Sanli mining has a mining right, which is located in the area of Lingshan Muliang mountain to the west of the southern mountain area of Fengyang County, Anhui Province. It has obtained the mining license of the people’s Republic of China with the license number of c340000201127140109771 issued by the Department of land and resources of Anhui Province on December 26, 2016. The mine is called Lingshan quartzite mine of Anhui Sanli Mining Co., Ltd, The mining mineral is quartzite for glass, the mining area is 0.2009 square kilometers, and the approved production scale is 1.9 million tons / year (the production scale simulation is changed to 4 million tons / year after the period. As of the benchmark date of December 31, 2021, the relevant expert group review and follow-up approval procedures involving the development and utilization plan of the expanded production scale are in progress). The mining method is open-pit mining, The term of validity is from December 26, 2016 to December 26, 2028. As of the announcement date, Sanli mining has the production conditions for mining.
6. The company has transferred 100% equity of Dahua mining and 100% equity of Sanli mining. The mining right is still under the respective names of Dahua mining and Sanli mining, which does not involve the transfer of mining right ownership.
7. Risk warning: risk of uncertainty of mineral resources
Due to the limitation of the scientific degree of the current verification method of mineral resources and reserves, it is impossible to make a judgment on the resource status that is completely different from the actual situation. At the same time, the diversity and complexity of geological structures of various mines also make the estimated resource reserves different from the actual situation in terms of quantity, quality and utilization feasibility, In the future, the actual situation of mineral resources may be different from the parameters based on this assessment, which may lead to the risk of uncertainty in the value of mining rights and development benefits of the subject company.
Mining is an industry with high risk. Please pay attention to the investment risk.
1、 Transaction overview
According to the company’s strategic development needs, the company plans to purchase 100% equity of Dahua mining and 100% equity of Sanli mining held by fengsha group by paying cash and assuming debt. The total transaction price is 3343947600 yuan, Including the equity transfer price paid for the transfer of the underlying equity of RMB 2805 million and the debt owed by the underlying company to the counterparty fengsha group of RMB 538947600.
The equity transfer price paid for the transfer of the subject equity is based on the equity evaluation value as of the benchmark date (December 31, 2021, the same below) stated in the equity evaluation report of Dahua mining and Sanli mining issued by Kunyuan asset evaluation Co., Ltd., which shall be determined by the transaction parties through negotiation; The debt commitment price for debt payment is determined according to the amount of borrowings payable by Dahua mining and Sanli mining to the shareholders of fengsha group as of the audit base date (December 31, 2021, the same below) as stated in the audit report of Dahua mining and Sanli mining issued by Deloitte Huayong Certified Public Accountants (special general partnership) Nanjing Branch.
The company has signed the equity transfer agreement and the supplementary agreement to the equity transfer agreement with the counterparty fengsha group and the target companies Dahua mining and Sanli mining on October 27, 2021 and February 13, 2022, and made specific agreements on matters related to this transaction.
After the completion of this transaction, Dahua mining and Sanli mining will become wholly-owned subsidiaries of the company, and the company will directly hold 100% equity of Dahua mining and 100% equity of Sanli mining.
On February 13, 2022, the company held the 15th meeting of the sixth board of directors, deliberated and approved the proposal on the company’s acquisition of 100% equity of Anhui Dahua Oriental Mining Co., Ltd. and Anhui Sanli Mining Co., Ltd. held by Anhui fengsha Mining Group Co., Ltd.
The company currently has 7 directors, and all Directors voted unanimously. All independent directors expressed their independent opinions on the matter based on their independent position.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. According to the Listing Rules of Shanghai Stock Exchange and the articles of association, this transaction is deliberated by the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the counterparty
(I) overview of the counterparty
Company name: Anhui fengsha Mining Group Co., Ltd
Unified credit Code: 91341126355177446k
Registered address: Ningguo modern industrial park, Fengyang, Chuzhou City, Anhui Province
Company type: limited liability company (invested or controlled by natural person)
Legal representative: Chen Yong
Company name: Anhui fengsha Mining Group Co., Ltd
Unified credit Code: 91341126355177446k
Registered capital: 150 million yuan
Date of establishment: August 24, 2015
Quartz sand deep processing, purification, silicon powder production and sales; Business scope of import and export of goods and technologies; Cargo loading and unloading services at the wharf (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments)
Shareholding: Chen Yong 50%, Qi Qingliang 50%
(II) main business of the counterparty
The main business of fengsha group is the mining, processing and sales of quartzite ore, and the main products are quartz sand. Fengsha group currently owns two mining rights, namely, the 500000 T / a quartzite mining right for glass with certificate No. c3490002020037130149488 held by Dahua mining and the 1.9 million T / a quartzite mining right for glass with certificate No. c340000201127140109771 held by Sanli mining.
(III) description of the affiliated relationship between the counterparty and the listed company
The main businesses of the company and fengsha group are quartz sand procurement business and ore outsourcing processing business. In addition to the above business transactions, there is no association, concerted action or other interest arrangements between fengsha group and the company, its controlling shareholders and actual controllers.
(IV) main financial indicators of the counterparty in the latest year
The main financial data (Unaudited) of fengsha group in the last year are as follows:
Unit: RMB
Project December 31, 2021 / year 2021
Total assets 2780112461.09
Net assets 151762957.15
Operating income 845941323.01
Net profit 7811950.94
3、 Basic information of transaction object
(I) basic information of the target company
1. Dahua mining
Company name: Anhui Dahua Dongfang Mining Co., Ltd
Enterprise limited liability company (invested or controlled by natural person)
Unified social credit 91341126575726216h
code
Legal representative: Chen Yong
Registered capital: 50 million yuan
Date of establishment: May 27, 2011
Registered address: quartz sand Industrial Park, Damiao Town, Fengyang County, Chuzhou City, Anhui Province
Business scope: quartzite mining and sales. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
As of the date of this announcement, fengsha group holds 100% equity of Dahua mining. Except that the equity of Dahua mining held by fengsha group needs to be pledged to the company in accordance with the equity transfer agreement for this transaction, there are no other rights restrictions such as pledge, seizure and freezing.
2. Sanli mining
Company name: Anhui Sanli Mining Co., Ltd
Nature of holding company or limited liability company
Unified social credit agent 9134112675099952xf
code
Legal representative: Chen Yong
Registered capital: RMB 17 million
Date of establishment: June 6, 2001
Registered address: Damiao Town, Fengyang County, Chuzhou City, Anhui Province
Open pit mining and sales, processing and sales of quartzite for glass; General business items: Sales of borosilicate glass tubes, Cecep Solar Energy Co.Ltd(000591) water heaters and ampoules with high business scope (for items subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
As of the date of this announcement, fengsha group holds 100% equity of Sanli mining. Except that the equity of Sanli mining held by fengsha group needs to be pledged to the company in accordance with the equity transfer agreement for this transaction, there are no other rights restrictions such as pledge, seizure and freezing.
(II) basic information of the subject company involving mining rights
1. Dahua mining
(1) Basic information of mining right
Dahua mining has a mining right, which is located in Lingshan mulishan mining area, Henan Road, Fucheng Town, Fengyang County, Anhui Province. It has obtained the mining license of the people’s Republic of China with the license number of c3400000200237130149488 issued by the Department of land and resources of Anhui Province on March 12, 2020. The name of the mine is section 15 of glass quartzite mine in Lingshan mulishan mining area, Fengyang County, The mining mineral is quartzite for glass, the mining area is 0.2288 square kilometers, the production scale is 500000 tons / year, the mining method is open-pit mining, and the validity period is from March 12, 2020 to March 12, 2050.
Dahua mining is going through the production expansion procedures for changing the production scale from 500000 tons / year to 2.6 million tons / year. As of the benchmark date of the appraisal, The development and utilization plan for changing the production scale has passed the expert review and obtained the Chujing letter [2021] No. 27 “letter on the filing of the technical transformation and expansion project of 2.6 million tons of open-pit mining with an annual output of No. 15 section of glass quartzite mine in Lingshan mulishan mining area, Fengyang County, Anhui Dahua Oriental Mining Co., Ltd.” issued by Chuzhou economic and Information Bureau, relevant emergency management departments The approval procedures related to the expansion of production capacity by the environmental protection department are being handled.
(2) Resource reserves and payment of mining right price
According to Zhejiang Zhiyuan assets appraisal
