Shanxi Coking Coal Energy Group Co.Ltd(000983) preparation review report from January 1, 2020 to November 30, 2021 xhsbz [2022] No. 10007
Shanxi Coking Coal Energy Group Co.Ltd(000983)
Pro forma review report and financial statements
(from January 1, 2020 to November 30, 2021)
Table of contents page
1、 Pro forma review report 1-2 II. Pro forma financial statements
Pro forma consolidated balance sheet 1-2 pro forma consolidated income statement 3 III. notes to pro forma financial statements 1-199
Shanxi Coking Coal Energy Group Co.Ltd(000983)
Notes to pro forma financial statements
(unless otherwise specified, the monetary unit is RMB)
1、 Basic information of the company (I) overview of the company
Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as “the company” or “the company”), formerly known as Shanxi Xishan Coal Power Co., Ltd. (hereinafter referred to as “Xishan coal power”), was approved by Shanxi Provincial People’s Government Jin Zheng Han [1999] No. [12] in April 1994 by Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd. (formerly Xishan coal power (Group) Co., Ltd, Hereinafter referred to as “coking coal group”), Taiyuan Xishan labor service company, Shanxi coal second Engineering Construction Co., Ltd., Taiyuan Jason Industrial Co., Ltd. and Taiyuan Jiamei color printing and packaging Co., Ltd. The company was listed on Shenzhen Stock Exchange on July 26, 2000 and now holds a business license with a unified social credit code of 91140000713676510d.
After the distribution of bonus shares, allotment of new shares, conversion of share capital and issuance of new shares over the years, as of November 30, 2021
On September, the company issued 4096.56 million shares in total, with a registered capital of 4096.56 million yuan and a paid in capital of 315.12 million yuan. Registered address: Xishan building, No. 318, xikuang street, Taiyuan City, headquarters address: No. 115, Changfeng street, Xiaodian District, Taiyuan City, Shanxi Province, the parent company is Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd., and the final actual controller of the group is the state owned assets supervision and Administration Commission of Shanxi Provincial People’s government.
The company belongs to the coal industry and its main business activities are: coal sales, washing and processing; Power generation and supply; Power purchase and sales; Carrying and repairing power facilities; Sales of power equipment and accessories; Equipment cleaning; Cleaning service; Technology development, technology transfer and technical consultation; test; Electromechanical repair; Material processing; Energy saving transformation; New energy management; Mine development design and construction; Production and operation of mining and power equipment; Coal mining (branches only). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The financial statements were approved and issued by the board of directors on February 17, 2022.
（2） Scope of consolidated financial statements
For the relevant information of the company’s subsidiaries, see “VIII. Interests in other entities” in this note.
See “VII. Change of consolidation scope” in this note for the change of consolidation scope during the reporting period.
2、 Basic information of the plan to purchase 51% equity of Huajin Coking Coal Co., Ltd. and 49% equity of Shanxi Huajin Mingzhu Coal Industry Co., Ltd. through non-public issuance of shares to specific objects and payment of cash
（1） Basic information of Huajin Coking Coal Co., Ltd
Huajin Coking Coal Co., Ltd. (hereinafter referred to as “Huajin company”), formerly known as Huajin coking coal company, was jointly established by the State Development Planning Commission, the Ministry of energy and the people’s Government of Shanxi Province in accordance with the Guosheng enterprise (1991) No. 73 document of the production office of the State Council on December 20, 1991. It is under the centralized management of the Ministry of energy, After the revocation of the Ministry of energy, it shall be under the centralized management of the Ministry of coal. On February 28, 2001, according to the spirit of Guo Han (2000) No. 10 document of the State Council, China Coal Construction Group Co., Ltd. and Xishan coal power (Group) Co., Ltd. reorganized the assets of Huajin coking coal company, which was renamed Huajin Coking Coal Co., Ltd, China Coal Construction Group Co., Ltd. and Xishan coal power (Group) Co., Ltd. hold 50% shares respectively. After the establishment of Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd., 50% of the shares held by the former Xishan coal power (Group) Co., Ltd. were transferred to Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd. (hereinafter referred to as “coking coal group”), and 50% of the shares held by China Coal Construction Group Co., Ltd. were also transferred to its parent company China China Coal Energy Company Limited(601898) Group Co., Ltd. in 2003, In 2006, it was transferred to China China Coal Energy Company Limited(601898) Co., Ltd. (hereinafter referred to as “China coal stock”).
On April 12, 2011, in order to further clarify and implement the main responsibility for the safety of coal production enterprises, according to the request for instructions on the equity adjustment and restructuring of Huajin Coal Gasification Company (JGZ [2011] No. 29) of the state owned assets supervision and Administration Commission of Shanxi Provincial People’s Government (hereinafter referred to as the “provincial SASAC”) and the negotiation results of shareholders of both parties, Split Huajin Coking Coal Co., Ltd. and adjust the equity of both shareholders after the split: that is, on the basis of the existing company, the Wangjialing project department The Beijing office and Shanxi Huajin Hanju Coking Coal Co., Ltd. (hereinafter referred to as “Hanju company”) merged and reorganized and Shanxi Huaning Coking Coal Co., Ltd. (hereinafter referred to as “Huaning company”) were separated to form Shanxi China Coal Huajin Energy Co., Ltd., which is 51% held by China Coal and 49% held by coking coal group; The rest of the existing company and the merged and reorganized Shanxi Huajin Mingzhu Coking Coal Co., Ltd. (hereinafter referred to as “Mingzhu company”), Shanxi Huajin Jining Coking Coal Co., Ltd. (hereinafter referred to as “Jining company”) belong to the surviving Huajin Coking Coal Co., Ltd. (the surviving company retains its original name), and 51% is controlled by coking coal group, China Coal holds 49%.
At the same time, from April 13, 2011, Shaqu mine of Huajin Coking Coal Co., Ltd. and Mingzhu company and Jining company merged and reorganized are responsible for safety production and operation management by coking coal group; Huajin company Wangjialing mine and the merged and reorganized Hanju company and Huaning company are responsible for safety production and operation management by China coal.
On August 19, 2021, Huajin Coking Coal Co., Ltd. renewed the business license with unified social credit code of 911400001123101349 at Shanxi market supervision and Administration Bureau. Company domicile: Shaqu village, Liulin County, Luliang City; Legal representative: Liang Chunhao; Registered capital: RMB 3804352562.18; Company type: other limited liability companies.
Business scope: Mining of mineral resources: coal mining; Power business: power generation business; Power supply: distribution industry
Service and power sales business (only branches can operate with licenses); Coal processing (raw coal, clean coal, coke and by-products); Mine equipment repair, technology development and service; Sales of non-ferrous metals (excluding precious and rare metals), chemical products (excluding dangerous goods), ferrous metals, electromechanical products, waste metals, coal and coke; Building construction
Engineering: Mining Engineering, construction and installation engineering and contracting. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The parent company of Huajin company is Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd., and the final actual controller of the group is the state owned assets supervision and Administration Commission of Shanxi Provincial People’s government.
（2） Transaction consideration and payment arrangement
According to the resolution of the fourth interim meeting of the board of directors of Huajin company on June 17, 2021, the real estate development and property management unrelated to the business of Huajin company are stripped off to Shanxi Huajin Energy Technology Co., Ltd. (Preparatory) in the form of survival and division with July 31, 2021 as the base date. The main projects to be divested are Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Real Estate Development Co., Ltd. and Shanxi Coking Coal Energy Group Co.Ltd(000983) group Fenhe Property Management Co., Ltd. with long-term equity investment. The book value of the above divested assets as of July 31, 2021 is RMB 100300000.00; Since the equity ratio of Shanxi Huajin Jining Coal Industry Co., Ltd. (hereinafter referred to as “Jining coal industry”) is still controversial and the controversial matters have entered the judicial procedure, Huajin company will increase its rights and interests in Jining coal industry in the future, and this part of the increased rights and interests will belong to the newly established Shanxi Huajin Energy Technology Co., Ltd. Other assets other than those mentioned above will belong to the surviving Huajin company.
The company plans to issue shares and pay cash to purchase 51% equity of Huajin company and 49% equity of Mingzhu coal after derivative division based on July 31, 2021.
According to the asset appraisal report No. [2021] 040019 issued by Zhongshui Zhiyuan Assets Appraisal Co., Ltd., taking July 31, 2021 as the base date, the value of all shareholders’ equity of Huajin company is 1293980 Million yuan, 51% of the equity value is 6599.298 million yuan, the total equity value of the shareholders of Pearl coal industry is 903.3317 million yuan, 49% of the equity value is 442.6325 million yuan, 15% of the consideration is 1056.2896 million yuan in cash, and 85% of the transaction consideration is paid by issuing 963871325 shares.
In this transaction, the pricing benchmark date for purchasing assets and non-public offering of shares is the announcement date of the resolution of the sixth meeting of the eighth board of directors of the company, and August 19 is the benchmark date. The issue price is 90% of the average trading price of shares 120 trading days before the pricing benchmark date, that is, 6.21 yuan per share.
3、 Preparation basis and method of financial statements for reference
This pro forma financial statement simulates the preparation of the structure after the completion of the above-mentioned major asset restructuring of the company. That is, on January 1, 2020, the company has completed the acquisition of 51% equity of the surviving Huajin company and 49% equity of Mingzhu coal industry, continued operation according to this structure, and prepared the pro forma consolidated financial statements for 2020 and January November 2021.
（1） Preparation basis of pro forma financial statements
1. According to the measures for the administration of major asset restructuring of listed companies and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – Application for major asset restructuring of listed companies issued by the China Securities Regulatory Commission
Please prepare the simulated pro forma consolidated financial statements based on the major asset restructuring plan described in Note 2 in accordance with the relevant provisions of the document.
2. The proposal mentioned in note II (II) to the pro forma financial statements can be approved by the general meeting of shareholders of the company and the China Securities Regulatory Commission.
3. The company has been audited by Dahua Certified Public Accountants (special general partnership) in 2020 and issued an unqualified audit report of Dahua Shenzi (2021) 006933 standard; The surviving Huajin company has been audited by Lixin Certified Public Accountants (special general partnership) in 2020 and from January to November 2021, and has issued the letter of certified public accountants
[2022] zk20064 standard unqualified audit report; The financial statements of the company from January to November 2021 were unaudited.
（2） Preparation method of financial statements for reference
1. The company issues shares and pays cash to purchase assets. Before and after the purchase, all parties belong to the same enterprise group controlled by coking coal group, forming a business merger under the same control. The consolidated statements for future reference are prepared by using the combination of equity method in accordance with the accounting standards for business enterprises and relevant regulations. All important accounting policies and accounting estimates adopted by the merged party are not significantly different from those of the listed company.
2. When the company prepares the pro forma consolidated financial statements, the consideration paid in cash is included in other payables as a liability to the counterparty.
3. The owner’s equity in the consolidated financial statements for reference is classified as “owner’s equity attributable to the parent company” and “minority shareholder’s equity”, and there is no need to distinguish between “share capital”, “capital reserve”, “other comprehensive income”, “special reserve”, “undistributed profit” and other detailed items.
4. Considering the special purpose of this pro forma financial statement, prepare the pro forma financial report
