Zhongshui Zhiyuan Assets Appraisal Co., Ltd
About Shenzhen Stock Exchange
Reply to the inquiry letter on restructuring of Shanxi Coking Coal Energy Group Co.Ltd(000983) (permitted restructuring inquiry letter [2022] No. 2)
About Shenzhen Stock Exchange
Reply to the inquiry letter on restructuring of Shanxi Coking Coal Energy Group Co.Ltd(000983) (permitted restructuring inquiry letter [2022] No. 2)
Listed company management department I of Shenzhen Stock Exchange:
Zhongshui Zhiyuan Assets Appraisal Co., Ltd. accepted the entrustment of Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd. and Shanxi Coking Coal Energy Group Co.Ltd(000983) to appraise on July 31, 2021 that Shanxi Coking Coal Energy Group Co.Ltd(000983) intends to acquire 51% equity of Huajin Coking Coal Co., Ltd. held by Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd. after separation by issuing shares and paying cash, And issued the asset appraisal report (Zhong Shui Zhi Yuan Ping Bao Zi [2021] No. 040018); Entrusted by Shanxi Coking Coal Energy Group Co.Ltd(000983) , Shanxi Coking Coal Energy Group Co.Ltd(000983) has appraised the 49% equity of Shanxi Huajin Mingzhu Coal Industry Co., Ltd. held by natural persons Li Jinyu and Gao Jianping by issuing shares and paying cash on July 31, 2021, and issued the asset appraisal report (Zhongshui Zhiyuan pingbao Zi [2021] No. 040019).
Shanxi Coking Coal Energy Group Co.Ltd(000983) received the verification requirements of the inquiry letter on the restructuring of Shanxi Coking Coal Energy Group Co.Ltd(000983) issued by your ministry on January 28, 2021 (inquiry letter on license restructuring [2022] No. 2). Zhongshui Zhiyuan Assets Appraisal Co., Ltd. organized the appraisal project team to carefully study and analyze the relevant issues of your inquiry letter, This verification opinion is issued in response to the questions related to asset appraisal issued by the listed company. The details are reported as follows:
The report on question 2 shows that the transaction involves mining rights of Shaqu No. 1 mine, Shaqu No. 2 mine, Jining mine, Mingzhu mine and so on.
(1) Please explain the rationality of main parameters and assumptions in combination with comparable transactions, including but not limited to recoverable reserves, product price, product sales volume, gross profit margin, working capital, capital expenditure, cash flow, growth rate, discount rate, etc., and focus on the rationality of adopting the average selling price of the target company from 2018 to 2021.
(2) Please explain the fairness of the evaluation in combination with the coal reserves of the above mining rights and the market comparable transactions.
The independent financial advisor and the evaluation institution are requested to check the above matters and give clear opinions.
reply:
1、 Please explain the rationality of main parameters and assumptions in combination with comparable transactions, including but not limited to recoverable reserves, product price, product sales volume, gross profit margin, working capital, capital expenditure, cash flow, growth rate, discount rate, etc., and focus on the rationality of adopting the average selling price of the target company from 2018 to 2021.
(I) recoverable reserves
Assess the amount of resources utilized= Σ (basic reserves + resources involved in the assessment (333) × Reliability coefficient)
Recoverable reserves = estimated utilized resources – permanent and design losses – mining losses
The reserves of retained resources involved in the assessment of the mining right are determined according to the “reserve verification report” filed by the Department of natural resources of Shanxi Province (formerly the Department of land and resources of Shanxi Province) and the “annual reserve report” reviewed by the county natural resources bureau.
Code for design of coal mines (GB 50215-2015) stipulates that the value of reliability coefficient is 0.7-0.9. The value of reliability coefficient in this mining right evaluation refers to the design documents. The reliability coefficient of Shaqu No. 1 Mine and Shaqu No. 2 mine is determined according to the three in one scheme of upper coal group reviewed by Shanxi natural resources trading and construction land affairs center and the three in one scheme of lower coal group reviewed by the Resource Geology Department of coal production division of coking coal group. Shaqu No. 2, No. 3, No. 4, No. 5 The value of coal seam 10 is 0.8, that of coal seam 6 is 0.7, and that of coal seam 8 is 0.9; No. 2.0, No. 8, No. 8 and No. 5 Shaqu coal seams, No. 2.0 and No. 9 Shaqu coal seams; The reliability coefficient of Jining mine is determined according to the proposal for mining allocation project reviewed by Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd., with a value of 0.9; The credibility coefficient of Mingzhu mine is determined according to the mine development and management plan reviewed by Shanxi natural resources development center, with a value of 0.9.
The recoverable reserves in the mining right evaluation report in the comparable transaction of purchasing coking coal mines in recent years are as follows:
Recoverable reserves
Sequence assessment benchmark retained reserves
The reliability of mine names of listed companies depends on the quantity (10000 shares and reserves)
No. day (10000 tons)
Proportion of tons)
Shanxi Fenxi Mining
Shanxi Coking Coal September 2020
Shuiyu Coal Mine of group 1 518.64 0.9 27827.99 54.02%
(000983) 30 days Co., Ltd
Huozhou Coal Power Group
Shanxi Coking Coal September 2020
2 Hejin Tenghui coal industry 6100.98 0.9 3036.24 49.77%
(000983) 30 days Co., Ltd
Jizhong energy December 2019 Shanxi Jineng Qinglong
March 31 (000937) Coal Industry Co., Ltd. 12175.00 0.7 3755.10 30.84%
Shanxi Lingshi Hengyuan
*St Yinyi June 2019
4 Shun coal industry Co., Ltd. 2549.10 0.9 1728.10 67.79%
(000981) 30 day company
Elion Clean Energy Company Limited(600277) shares
Elion Jieneng June 2019
5 Co., Ltd. Hongbin 1233.00 0.8 854.68 69.32%
(600277) 30 day coal mine
Average value — 54.35%
Median value — 54.02%
2, 3, 4
Coal seams 5 and 10 on July 2021
Shaqu No.1 Coal Mine 121085.85, value 0.8; No. 6 coal 44477.02 36.73%
The value of 31 day layer is 0.7; No. 8
The value of coal seam is 0.9
2, 3, 4
The value of coal seam on July 5, 2021 in this transaction
Shaqu No.2 Coal Mine 85353.89 0.85; 6, 8, 39134.73 45.85%
Coal seams 9 and 10 on the 31st
Value 0.9
July 2021 Jining mine 18344.21 0.9 10058.37 54.83%
31st
July 2021 Mingzhu mine 4081.54 0.9 2434.13 59.64%
31st
Note: the comparable transaction data comes from the publicly disclosed mining right report.
The value of the reliability coefficient used to calculate the recoverable reserves of the four coal mines in this assessment complies with the relevant provisions of the China mining rights assessment criteria and the code for design of coal mines in the coal industry. The proportion of the recoverable reserves in the retained reserves is in the comparable trading range, which is in line with the basic proportion of the coal industry. (II) product price
In the comparable transactions of purchasing coking coal mines in recent years, the sales price of mining right evaluation report products is as follows:
Convert to original
No. mine name product plan of listed company on the benchmark date sales price of coal products (yuan / ton) basis for selection of coal sales price
Grid (yuan / ton)
Shanxi Coking Coal September 2020 Shanxi Fenxi Mining Group Shuiyu Coal washing (clean coal, mixed coal) 4 years before the benchmark date of assessment phase 1 coking coal, fat coal, clean coal: 823.41; mixed coal: 182.5 518.68
(000983) average price of 30 days Coal Mine Co., Ltd. (coal)
The benchmark date of Shanxi Huo Teng Coal Group for lean coal is February 3, 2020; No. 10 coal: 318.52 667.75
(000983) 30 riye Co., Ltd
