Securities code: 000893 securities abbreviation: Asia-Potash International Investment (Guangzhou) Co.Ltd(000893) Announcement No.: 2022-013 Asia-Potash International Investment (Guangzhou) Co.Ltd(000893) investment (Guangzhou) Co., Ltd
Announcement on receiving the decision of the CSRC not to approve the application of the company for issuing shares to purchase assets and raising supporting funds
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.
Asia-Potash International Investment (Guangzhou) Co.Ltd(000893) investment (Guangzhou) Co., Ltd. (hereinafter referred to as “the company”) plans to purchase 56% equity of Beijing Nong Potassium Resources Technology Co., Ltd. and raise supporting funds (hereinafter referred to as “this transaction”) by issuing shares and paying cash.
The company recently received the decision on disapproving the application of Asia-Potash International Investment (Guangzhou) Co.Ltd(000893) investment (Guangzhou) Co., Ltd. to issue shares to purchase assets and raise supporting funds (zjxk [2022] No. 326) approved and issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”). The main contents are as follows:
The Review Committee on mergers and acquisitions of listed companies of China Securities Regulatory Commission (hereinafter referred to as the “M & a committee”) held the first meeting of the M & a committee in 2022 on January 26, 2022, and reviewed the company’s plan to issue shares to purchase assets and raise supporting funds (hereinafter referred to as the “plan”) in accordance with the law.
According to the application documents, the M & a committee believes that there is great uncertainty in the future production and operation of the subject assets on schedule after the completion of this transaction, which is not in line with the provisions of paragraph 1 of Article 43 of the measures for the administration of major asset restructuring of listed companies.
The meeting of the merger and reorganization committee voted on the company’s plan by voting. The number of consent votes did not reach 3, and the plan was not adopted. In accordance with the company law, the securities law, the measures for the administration of major asset restructuring of listed companies and other relevant provisions, the company shall make a decision on disapproval of the application for the purchase of assets and the raising of supporting funds by issuing shares in accordance with the law.
Since the implementation of this transaction helps to enhance the core competitiveness of the company’s operation, improve asset quality and enhance sustainable profitability, it is in line with the interests of the company and all shareholders. The company has held the 25th meeting of the 7th board of directors on January 27, 2022, which deliberated and approved the proposal on continuing to promote the issuance of shares and payment of cash to purchase assets and raising supporting funds and related party transactions. The board of directors of the company decided to continue to promote this transaction after the recent completion of the 1 million ton reconstruction and expansion project in Laos. For details, please refer to the company’s publication on cninfo.com on January 28, 2022（ http://www.cn.info.com.cn. ）The announcement on the resolution of the 25th meeting of the seventh board of directors and the announcement on continuing to promote the issuance of shares and payment of cash to purchase assets and raising supporting funds and related party transactions.
According to the review opinions of the M & a committee and in combination with the actual situation, after the company’s 1 million ton reconstruction and expansion project in Laos has recently been completed, the company will coordinate with relevant parties to actively promote the work related to this transaction, supplement, revise and improve the relevant application materials, and submit them for review as soon as possible after the relevant work is completed, And timely fulfill the obligation of information disclosure according to the follow-up progress of this transaction. The information disclosure media selected by the company are securities times, China Securities News, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）, all information of the company shall be subject to the announcement published in the above media. There is still uncertainty in this transaction. Please pay attention to the follow-up announcement and pay attention to the investment risk.
It is hereby announced.
Board of directors of Asia-Potash International Investment (Guangzhou) Co.Ltd(000893) investment (Guangzhou) Co., Ltd. February 17, 2022
