Securities code: 000893 securities abbreviation: Asia-Potash International Investment (Guangzhou) Co.Ltd(000893) Announcement No.: 2022-017 Asia-Potash International Investment (Guangzhou) Co.Ltd(000893) investment (Guangzhou) Co., Ltd
About issuing shares and paying cash to purchase assets and raising supporting funds
Announcement on the progress of capital and related party transactions
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% of the equity of Beijing Agricultural Potassium Resources Technology Co., Ltd. and raise supporting funds (hereinafter referred to as “the transaction”) by issuing shares and paying cash. According to the relevant provisions of the administrative measures for major asset restructuring of listed companies, this transaction constitutes a major asset restructuring.
On July 30, 2021, the company held the 18th meeting of the 7th board of directors and the 8th meeting of the 7th board of supervisors, deliberated and approved the proposal on the company’s issuance of shares and payment of cash to purchase assets and raising supporting funds and related party transactions and related proposals item by item, and submitted them to the second extraordinary general meeting of shareholders in 2021 for deliberation. On October 15, 2021, the second extraordinary general meeting of shareholders in 2021 held by the company considered and approved the above proposal. The company then submitted application materials to China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
On October 22, 2021, the company received the acceptance form of administrative license application issued by CSRC (acceptance No.: 212800). On November 10, 2021, the company received the notice of feedback on the examination of administrative licensing projects issued by the CSRC (No. 212800) (hereinafter referred to as the “Notice of feedback”). After receiving the feedback notice, the company and intermediaries have carefully studied and implemented the problems raised in the feedback, and checked, analyzed and replied to the matters involved one by one as required, On January 11, 2022, the reply of Asia-Potash International Investment (Guangzhou) Co.Ltd(000893) investment (Guangzhou) Co., Ltd. on the notice of one-time feedback from the CSRC on the examination of administrative licensing projects and relevant announcements were disclosed.
On January 26, 2022, the M & A Review Committee of listed companies of China Securities Regulatory Commission held the first meeting of M & a committee in 2022 to review the company’s plans to issue shares, pay cash to buy assets and raise supporting funds. According to the review results of the meeting, the transaction was not approved. On February 15, 2022, the CSRC issued the decision on not approving the application of Asia-Potash International Investment (Guangzhou) Co.Ltd(000893) investment (Guangzhou) Co., Ltd. for issuing shares to purchase assets and raising supporting funds (zjxk [2022] No. 326), For details, please refer to the announcement on receiving the decision of the CSRC not to approve the company’s application for issuing shares to purchase assets and raising supporting funds published on the selected information disclosure media on February 18, 2022.
In view of the fact that the implementation of this transaction is conducive to enhancing the core competitiveness of the company’s operation, improving asset quality and enhancing sustainable profitability, which is in line with the interests of the company and all shareholders, in accordance with the provisions of relevant laws and regulations such as the measures for the administration of major asset restructuring of listed companies and the authorization of the second extraordinary general meeting of shareholders of the company in 2021, On January 27, 2022, the company held the 25th meeting of the seventh board of directors, 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, see 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 published on the selected information disclosure media on January 28, 2022.
As of the disclosure date of this announcement, the company and relevant parties are actively promoting the work related to this transaction, such as the extended audit of listed companies and underlying assets. After the 1 million ton expansion project in Laos reaches the production capacity and relevant work is completed, the company will perform the necessary review procedures in accordance with relevant laws, regulations and the articles of association, submit it to the CSRC for review, and timely fulfill the obligation of information disclosure.
The information disclosure media selected by the company are securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com（ 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 24, 2022
