Securities code: 002312 securities abbreviation: Sichuan Development Lomon Co.Ltd(002312) Announcement No.: 2022-032
Sichuan Development Lomon Co.Ltd(002312)
Announcement on the revision explanation of the revised draft of the report on issuing shares to purchase assets and related party transactions (Draft)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
On January 28, 2022, Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as "the company") received the inquiry letter on the restructuring of Sichuan Development Lomon Co.Ltd(002312) (permitted restructuring inquiry letter [2022] No. 1) (hereinafter referred to as "the inquiry letter") issued by Shenzhen Stock Exchange. According to the requirements of the inquiry letter, the company will work with relevant intermediaries to implement and reply to relevant matters one by one. The company has revised, supplemented and improved the revised report on Sichuan Development Lomon Co.Ltd(002312) issuance of shares to purchase assets and related party transactions (Draft) (hereinafter referred to as "restructuring report (Revised)").
The main amendments of the restructuring report (Revised Draft) are as follows (unless otherwise specified, the abbreviations or interpretations in this announcement have the same meaning as the words or abbreviations defined in the "interpretation" in the restructuring report (Revised Draft):
1. The company has supplemented and disclosed the pollution control situation of Tianrui mining in the last three years, the punishment for environmental protection reasons and whether it meets the national requirements on environmental protection in "VII. Main business situation" and "(VI) safety production and environmental protection situation" of "section IV basic information of transaction object" of the reorganization report (Revised Version).
2. The company has updated the relevant risk tips according to the latest environmental protection acceptance procedures of the concentrator project in the "2 million T / a phosphate rock mining and beneficiation project" and the "2 million T / a phosphate rock mining and beneficiation project tailings project" of Tianrui mining in "II. Relevant risks of the target company" and "(III) environmental protection policies and environmental protection risks" of "major risk tips" of the reorganization report (Revised Version).
3. The company has supplemented and disclosed the impact of related party transactions on the performance commitment and valuation and pricing of this transaction in "II. Analysis of the rationality of the evaluation and pricing fairness of the underlying assets by the board of directors of the listed company" of "section V evaluation of the subject matter of transactions" in the restructuring report (Revised Version).
4. The company has supplemented and disclosed the specific information and impairment provision of the three items of construction in progress during the reporting period of Tianrui mining in "(I) financial situation analysis" of "IV. analysis of the financial situation, profitability and future trend of the target company" of "section IX management discussion and analysis" of the restructuring report (Revised Version).
5. The company has supplemented and disclosed the valuation of equity changes in 2014 in "II. Historical evolution" and "(III) the first equity transfer in May 2014" of "section IV basic information of transaction objects" of the restructuring report (Revised Version).
6. The company has supplemented and disclosed the basis for determining the reliability coefficient of resource reserves and the average price of phosphorus raw ore and phosphorus concentrate in recent 5 and 10 years in "I. Evaluation of underlying assets" and "(III) evaluation of asset-based method" of "section V evaluation of transaction subject matter" of the reorganization report (Revised Version); (x) rationality of selection of future sales price of phosphate rock and rationality of selection of future sales price of phosphate rock.
7. The company has supplemented the main contents of supplementary agreement II to the asset purchase agreement in "Section VII main contents of this transaction contract" in the reorganization report (Revised Version).
8. The company has supplemented and disclosed the information according to the inquiry certificate of shareholding and share change of information disclosure obligors and the detailed list of shareholder share change issued by zhongdeng Shenzhen Branch in "VIII. Description of trading of listed company shares by relevant subjects involved in this transaction" of "section 13 other important matters" of the reorganization report (Revised Version), The purchase and sale of the company's shares by natural persons and institutions included in the verification scope of this transaction during the updated self-examination period and the commitments and explanations of relevant parties.
It is hereby announced.
Board of directors February 22, 2002
