Securities code: 601865 securities abbreviation: Flat Glass Group Co.Ltd(601865) Announcement No.: 2022-008 Flat Glass Group Co.Ltd(601865)
The acquisition of assets does not constitute a major asset reorganization
Announcement on the termination of major asset restructuring procedures
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:
● according to the transaction price negotiated and determined by the transaction parties on the basis of evaluation and audit value, the total transaction price of the company’s acquisition of 100% equity of Sanli mining and 100% equity of Dahua mining is RMB 3343947600. After comparing the relevant financial indicators of the underlying assets of this transaction with the financial indicators of the company, they do not exceed 50% of the company’s audited total assets, net assets and operating income in 2020. According to the administrative measures for major asset restructuring, this equity acquisition does not constitute a major asset restructuring. After careful study, the company decided to terminate this major asset restructuring procedure. The company will hold an investor briefing as soon as possible and timely disclose the announcement on the convening of the investor briefing.
● as of the disclosure date of this announcement, this equity acquisition has been deliberated and approved at the 15th meeting of the 6th board of directors and the 14th meeting of the 6th board of supervisors of the company, and the parties to the transaction have signed the supplementary agreement to the equity transfer agreement on this transaction.
On October 27, 2021, Flat Glass Group Co.Ltd(601865) (hereinafter referred to as “the company” or “the company”) held the 10th meeting of the 6th board of directors, deliberated and adopted the proposal on < Flat Glass Group Co.Ltd(601865) major asset purchase plan and its summary and other proposals, The company plans to purchase 100% equity of Anhui Dahua Oriental Mining Co., Ltd. (hereinafter referred to as "Dahua mining") and 100% equity of Anhui Sanli Mining Co., Ltd. (hereinafter referred to as "Sanli mining") held by Anhui fengsha Mining Group Co., Ltd. (hereinafter referred to as "this transaction") by paying cash and assuming debt. After preliminary negotiation by all parties to the transaction, the estimated value of this transaction shall not exceed RMB 3650 million. The final transaction price shall be determined by all parties to the transaction through negotiation based on the evaluation and audit results. According to the company's 2020 audit report and standards, it has met the major asset restructuring standards specified in the administrative measures for major asset restructuring of listed companies.
As of the disclosure date of this announcement, the evaluation and audit of this transaction have been completed. The final transaction price of this transaction is determined as 3343947600 yuan through negotiation by all parties based on the audit and evaluation value. After comparing and calculating the relevant financial indicators of the underlying assets of this transaction with the financial indicators of the company again, they do not exceed 50% of the audited total assets, net assets and operating income of the company in 2020. Therefore, the company held the 15th meeting of the 6th board of directors on February 13, 2022, deliberated and approved the proposal that the acquisition does not constitute a major asset restructuring and terminate the major asset restructuring procedures. After careful study, the company decided to terminate the major asset restructuring procedures. The relevant matters are hereby announced as follows:
1、 Basic information of this planned major asset restructuring
The company plans to purchase 100% equity of Dahua mining and Sanli mining held by fengsha group by paying cash and assuming debt, so as to increase the reserves of quartzite resources, meet the demand of capacity expansion, and further improve the overall competitive advantage and profitability of the company.
(I) background and reasons
With the rapid expansion of the company’s photovoltaic glass production capacity, the use of quartz sand for photovoltaic glass is also growing rapidly. With the further expansion of the company’s photovoltaic glass production capacity in the future, the company’s own quartzite mine can no longer guarantee the sand demand of the company’s production base. The company urgently needs to obtain rich quartzite ore resource reserves, improve the self-sufficiency rate of quartz sand in the production base, obtain a continuous and stable supply of quartz sand, and reduce the company’s dependence on external purchase of quartz sand. This transaction is conducive to ensuring the demand and quality safety of quartz sand in the company’s production base, and is conducive to the company controlling and stabilizing the quality and price of main raw materials. At the same time, the quartzite mines of Dahua mining and Sanli mining are located in Fengyang with Anfu glass, the main production subsidiary of the listed company. Local mining and processing reduce the transportation cost, which is conducive to the company to further control the production cost and improve the overall competitive advantage and profitability of the listed company. (II) counterparty
The counterparty of this transaction is fengsha group.
(III) transaction mode
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.
(IV) subject matter of transaction
The transaction targets of this transaction are 100% equity of Dahua mining and 100% equity of Sanli mining.
2、 Main work done by the company during the period of promoting major asset restructuring
(I) work done to promote major asset restructuring
After the first disclosure of the company’s major assets and relevant personnel of the CSRC, the company has actively promoted the acquisition of the company in strict accordance with the relevant provisions of the CSRC. The company hired independent financial advisers, legal advisers, audit institutions and evaluation institutions, and organized various intermediaries to carry out due diligence, audit and evaluation on the target company; Organize relevant parties to demonstrate and discuss the transaction scheme; Conduct several rounds of business negotiations with all parties on the transaction scheme, consideration and other matters; The company and intermediary institutions have implemented and replied to the questions listed in the inquiry letter of Shanghai stock exchange one by one, and revised, supplemented and improved the information disclosure documents related to this transaction; The company made a timely announcement according to the progress of major asset restructuring, and prompted the possible risks and uncertainties of the transaction. In the process of restructuring planning, the company actively did a good job in confidentiality, strictly controlled the scope of insiders, timely issued progress announcements and fulfilled the obligation of information disclosure.
(II) information disclosure obligations performed
On October 27, 2021, the company held the 10th meeting of the 6th board of directors, which deliberated and adopted the proposal on the plan for the purchase of Flat Glass Group Co.Ltd(601865) major assets and its summary, and disclosed the plan for the purchase of Flat Glass Group Co.Ltd(601865) major assets and its summary and other relevant documents on October 28, 2021.
On November 9, 2021, the company received the inquiry letter on the information disclosure of the Flat Glass Group Co.Ltd(601865) restructuring plan (szgh [2021] No. 2868) (hereinafter referred to as the “inquiry letter”) issued by the management department of listed companies of Shanghai Stock Exchange, For details, please refer to the announcement of Flat Glass Group Co.Ltd(601865) on receiving the inquiry letter on information disclosure of the reorganization plan of Shanghai Stock Exchange (Announcement No.: 2021-111) issued by the company on the website of Shanghai Stock Exchange on November 10, 2021.
After receiving the inquiry letter, the company and relevant intermediaries implemented and replied to the questions listed in the inquiry letter one by one, and revised, supplemented and improved the information disclosure documents related to this transaction, For details, please refer to the reply announcement of Flat Glass Group Co.Ltd(601865) on the inquiry letter of Shanghai Stock Exchange on the information disclosure of Flat Glass Group Co.Ltd(601865) restructuring plan (Announcement No.: 2021-127) and the announcement of Flat Glass Group Co.Ltd(601865) on the revision of major asset purchase plan (Announcement No.: 2021-128) disclosed on the website of Shanghai Stock Exchange on December 15, 2021.
According to relevant regulations, the company discloses a progress announcement every 30 days. The company disclosed the progress announcement of Flat Glass Group Co.Ltd(601865) on major asset restructuring on the website of Shanghai Stock Exchange on November 27, 2021, December 28, 2021 and January 27, 2022 respectively (Announcement No.: 2021-123, 2021-131 and 2022-003).
3、 This transaction does not constitute a major asset restructuring
On October 27, 2021, the company held the 10th meeting of the 6th board of directors, deliberated and approved the proposal on < Flat Glass Group Co.Ltd(601865) major asset purchase plan and its summary. 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. After preliminary negotiation between the parties to the transaction, The estimated value of this transaction does not exceed RMB 3650 million. According to the audit report of the company in 2020 and the unaudited financial data of the target company in 2020, calculated with the upper limit of the estimated value of RMB 3650 million, it has met the major asset reorganization standard specified in Article 12 of the administrative measures for major asset reorganization of listed companies, which constitutes the major asset reorganization of listed companies. According to the equity transfer agreement signed by the transaction parties, the final transaction price of this transaction is determined by the transaction parties through negotiation based on the evaluation and audit results, and a supplementary agreement is signed for agreement. Now the evaluation and audit have been completed.
According to the asset appraisal report on the appraisal project of the value of all shareholders’ equity of Anhui Dahua Dongfang Mining Co., Ltd. Flat Glass Group Co.Ltd(601865) involved in the proposed equity acquisition (Kun yuan Ping Bao [2022] No. 24) and Flat Glass Group Co.Ltd(601865) issued by Kun yuan asset appraisal Co., Ltd. (hereinafter referred to as “Kun yuan appraisal”) As of the benchmark date of the appraisal, the equity values of Dahua mining and Sanli mining were 742738400 yuan and 20733005 yuan respectively, totaling 2816038900 yuan. After negotiation between the two parties, the transaction price of the subject equity is RMB 2805 million in total.
According to the audit report of Anhui Dahua Oriental Mining Co., Ltd. (DNB (s) Zi (22) No. s0002) and the audit report of Anhui Sanli Mining Co., Ltd. (DNB (s) Zi (22) No. s0001) issued by Deloitte Huayong Certified Public Accountants (special general partnership) Nanjing Branch, as of the audit base date, the subject company
The amount of borrowings owed by sitahua mining and Sanli mining to the shareholders of fengsha group was 469.518 million yuan and 69.4296 million yuan respectively, totaling 538.9476 million yuan.
According to the supplementary agreement to the equity transfer agreement signed by all parties to the transaction, the final total transaction price of this transaction is RMB 3343947600.
According to Article 12 of the measures for the administration of major asset restructuring of listed companies, the relevant financial proportion involved in this transaction is calculated as follows:
Unit: RMB 10000
Project name Dahua mining Sanli mining’s total transaction price of the subject assets Flat Glass Group Co.Ltd(601865) which is the higher proportion
Total assets at the end of 2020 57457.64 4825.55 62283.19 334394.76 1226580.04 27.26%
Net assets at the end of 2020 3846.61 -882.01 4728.62 334394.76 723474.26 46.22%
Operating income in 2020: 0.23013.97 – 626041.78 3.68%
Note: 1. The above financial data of Dahua mining and Sanli mining have been examined and approved by Deloitte Huayong Certified Public Accountants (special general partnership) Nanjing Branch. 2. Sanli mining’s net assets at the end of 2020 were -8.8201 million yuan. According to rule 6.1.2 of the stock listing rules of Shanghai Stock Exchange, “the data involved in the index is negative, and its absolute value is taken as the calculation”, so the total of the underlying assets is the total of the absolute value of the net assets of Dahua mining and Sanli mining at the end of 2020.
This transaction does not constitute a major asset reorganization. The company plans to terminate this major asset reorganization procedure and perform the asset acquisition procedure in accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange. 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.
4、 Follow up arrangements
According to relevant regulations, the company promises not to plan major asset restructuring within one month from the date of this announcement. The company will arrange to hold an investor briefing as soon as possible, and disclose the advance notice of the investor briefing and the detailed information at the meeting. Investors are requested to pay attention to the designated information disclosure media of the company and the website of Shanghai Stock Exchange in time. Please invest rationally and pay attention to investment risks.
It is hereby announced.
Flat Glass Group Co.Ltd(601865) board of directors
February 14, 2022
