Securities code: Inner Mongoliayuan Xing Energy Company Limited(000683) securities abbreviation: Inner Mongoliayuan Xing Energy Company Limited(000683) Announcement No.: 2022010 Inner Mongoliayuan Xing Energy Company Limited(000683)
Announcement on the resolution of the 20th session of the 8th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
1. Inner Mongoliayuan Xing Energy Company Limited(000683) (hereinafter referred to as “the company”) sent a notice on convening the 20th meeting of the eighth session of the board of supervisors by means of communication to three supervisors of the company in writing, fax or e-mail on February 22, 2022.
2. The meeting was held on February 27, 2022.
3. The board of supervisors has 3 supervisors who should vote and 3 supervisors who actually vote.
4. The convening of this meeting of the board of supervisors complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation and voting by the supervisors, the following resolutions were adopted:
1. The proposal on adjusting the plan for this major asset purchase and capital increase and related party transactions was deliberated and adopted to modify the “performance commitment and performance compensation” and “implementation of performance compensation measures” in this transaction plan, and increase the arrangements for capital increase to obtain equity and performance commitment to the previous transaction, as follows:
1.1 adjust “performance commitment and performance compensation”
Increase the capital increase for this transaction and the performance commitment for the previous transaction. The adjusted scheme is as follows: (1) evaluation of performance commitment assets
As of the benchmark date of August 31, 2021, the appraisal value of 100% shareholders’ equity of the subject company is 13722190400 yuan based on the asset-based method. In the process of asset-based appraisal, the appraisal results of Rulin appraisal were quoted for the mining right with license No. c1529 Zoje Resources Investment Co.Ltd(002021) 066210152074 (hereinafter referred to as the “subject mining right”). Rulin appraisal adopted the income method to evaluate the subject mining right. As of August 31, 2021, the appraisal value was 13363660800 yuan.
(2) Performance commitment period and commitment amount
The performance commitment period of this transaction is from 2022 to 2027.
Inner Mongolia nabechuan Resources Development Co., Ltd. (hereinafter referred to as “nabechuan”), Inner Mongolia Eerduosi Resources Co.Ltd(600295) Nafeng Investment Center (limited partnership) (hereinafter referred to as “Nafeng investment”) Inner Mongolia Boyuan Engineering Co., Ltd. (hereinafter referred to as “Boyuan Engineering”) and Inner Mongolia Boyuan Holding Group Co., Ltd. (hereinafter referred to as “Boyuan group”) guarantee to use the income method to evaluate the subject mining right (including the technology implementation license fee of the project under construction) during the performance commitment period The accumulated net profit after deducting non recurring profits and losses shall not be less than 34653262 million yuan.
(3) Performance commitment and compensation arrangement for equity transfer
① Determination of difference between actual net profit and committed net profit
During the performance commitment period, the net profit realized by the subject mining right shall be subject to the special audit report. If the accumulated net profit of the subject mining right fails to reach the accumulated committed net profit during the performance commitment period, nabechuan and Boyuan group shall perform the performance compensation obligation.
② Method and calculation formula of performance compensation
A. Nabechuan compensates the company in cash, and Boyuan group assumes supplementary joint and several liabilities.
B. The amount of compensation payable is calculated as follows:
Amount to be compensated = [(cumulative committed net profit – cumulative realized net profit) ÷ cumulative committed net profit] × The transaction price obtained by nabichuan.
(4) Performance commitment and compensation arrangement for capital increase
① Determination of actual net profit
During the performance compensation period, the net profit realized by the subject mining right shall be subject to the special audit report.
② Compensation obligations in case of unfulfilled performance commitments
If the cumulative net profit realized by the subject mining right during the performance commitment period fails to reach the cumulative committed net profit, the company will hire an evaluation institution with business qualification and professional qualification related to securities and futures to re evaluate the subject company. The difference between the overall evaluation value of this transaction and the adjusted evaluation value will be invested by nabechuan, Nafeng Boyuan engineering will compensate the listed company according to the shareholding ratio of the target company before the capital increase.
③ Compensation method and calculation formula
A. Nabechuan, Nafeng investment and Boyuan Engineering (hereinafter referred to as “original shareholders”) shall compensate the company with the equity of the target company, and the insufficient part shall be made up in cash.
B. The amount of compensation payable is calculated as follows:
Amount to be compensated = (1 – adjusted valuation of the target company ÷ overall valuation of this transaction) × Transaction price of this capital increase × Proportion of equity of the target company held by the original shareholders before this capital increase
The adjusted valuation of the target company shall deduct the impact of this capital increase and subsequent capital increase of the target company on the valuation.
The proportion of equity of the target company held by the original shareholders before this capital increase is calculated according to the transfer of the target equity of this transaction, and their respective shareholding proportions are as follows:
Proportion of equity of the target company held by the original shareholder before this capital increase (%)
Inner Mongolia Nabaichuan Resources Development Co., Ltd. 20.91
Inner Mongolia Eerduosi Resources Co.Ltd(600295) Nafeng Investment Center (limited partnership) 21.03
Inner Mongolia Boyuan Engineering Co., Ltd. 8.06
Total 50.00
C. The equity of the subject company to be compensated is calculated as follows:
Equity of the subject company to be compensated (capital contribution) = amount to be compensated / (adjusted valuation of the subject company ÷ existing registered capital of the subject company)
The existing registered capital of the target company does not include the amount of this capital increase and subsequent capital increase and capital reduction. In case of ex right matters such as bonus shares and conversion to share capital, the existing registered capital of the target company shall be adjusted accordingly.
If the equity of the target company held by nabechuan, Nafeng investment and Boyuan engineering is insufficient for compensation, or the equity of the target company cannot be transferred to the company according to the agreement due to the restriction of third-party rights such as pledge and freezing, it shall be supplemented by cash.
D. Boyuan group is jointly and severally liable for the compensation obligations of nabechuan and Nafeng investment to the company.
(5) Performance commitment and compensation arrangement for the previous transaction
① Determination of difference between actual net profit and committed net profit
During the performance commitment period, the net profit realized by the subject mining right shall be subject to the special audit report.
If the accumulated net profit of the subject mining right fails to reach the accumulated committed net profit during the performance commitment period, Boyuan group shall perform the performance compensation obligation.
② Method and calculation formula of performance compensation
A. Boyuan group compensates listed companies in cash.
B. The amount of compensation payable is calculated as follows:
Amount to be compensated = [(cumulative committed net profit – cumulative realized net profit) ÷ cumulative committed net profit] × Transaction price obtained by Mido energy × Liu Baolong’s shareholding ratio of Mido energy (i.e. 19%).
1.2 adjust “implementation of compensation measures”
Increase the implementation of the capital increase part of this transaction and the performance commitment compensation measures of the previous transaction. The adjusted scheme is as follows:
(1) Implementation of performance commitment compensation measures for equity transfer
① After the performance commitment period expires, according to the special review opinions, if any of the following circumstances occurs: a. the promised net profit of the subject mining right is not realized; B. The subject mining right was impaired at the end of the period. The company shall issue a performance compensation notice to nabechuan, and nabechuan shall pay the compensation amount to the company in cash within 30 days after receiving the performance compensation notice.
② If nabechuan fails to pay the compensation amount in full as agreed, the company has the right to send a performance compensation notice to Boyuan group for the difference, and Boyuan group will pay the compensation amount to the company in cash within 30 days after receiving the performance compensation notice.
③ Before nabechuan and Boyuan group fulfill the above cash compensation obligations in full, the company has the right to offset the dividend of Boyuan group. Boyuan group shall vote in favor of the cash dividend scheme proposed by the board of directors in accordance with the articles of association at the general meeting of shareholders of the company.
(2) Implementation of performance commitment and compensation measures for capital increase
① After the performance commitment period expires, according to the special review opinions, if the promised net profit of the subject mining right is not realized; Then the company will hire an appraisal institution to evaluate the target company, and the benchmark date is the end of the year when the commitment period expires.
② If the adjusted valuation of the target company is lower than the overall valuation of this transaction, the company calculates the amount and specific compensation method that the original shareholder should compensate according to the agreement, and sends a compensation notice to the original shareholder, The original shareholder shall transfer the equity of the subject company to be compensated (complete the industrial and commercial change registration) and pay the compensation cash (if any) to the company within 30 days after receiving the performance compensation notice.
③ If nabechuan and Nafeng investment fail to make full compensation as agreed, the company has the right to send a compensation notice to Boyuan group for the difference, and Boyuan group will pay the compensation amount to the company in cash within 30 days after receiving the compensation notice.
④ Before nabechuan, Nafeng investment and Boyuan group fulfill the above compensation obligations in full, the company has the right to offset the dividend of Boyuan group. Boyuan group shall vote in favor of the cash dividend scheme proposed by the board of directors in accordance with the articles of association at the general meeting of shareholders.
(3) Implementation of performance commitment compensation measures for the previous transaction
① After the expiration of the performance commitment period, according to the special review opinions, if the promised net profit of the subject mining right is not realized, the company shall send a performance compensation notice to Boyuan group, and Boyuan group shall pay the compensation amount to the company in cash within 30 days after receiving the performance compensation notice.
② If Boyuan group fails to pay the compensation amount in full as agreed, the company has the right to send a performance compensation notice to Boyuan group for the difference, and Boyuan group shall pay the compensation amount to the company in cash within 30 days after receiving the performance compensation notice.
③ Before Boyuan group fully performs the above cash compensation obligations, the company has the right to offset the dividend of Boyuan group. Boyuan group shall vote in favor of the cash dividend scheme proposed by the board of directors in accordance with the articles of association of the listed company at the general meeting of shareholders of the company.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
2. Deliberated and adopted the report on the purchase of Inner Mongoliayuan Xing Energy Company Limited(000683) major assets, capital increase and related party transactions (Draft) (Revised Version) and its summary
In accordance with the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the guidelines for the application of regulatory rules – listing class No. 1, the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies and other laws The report on Inner Mongoliayuan Xing Energy Company Limited(000683) major asset purchase and capital increase and related party transactions (Draft) (Revised Version) and its summary were prepared in accordance with the relevant provisions of laws and regulations and normative documents. After careful deliberation, the board of supervisors agreed to the relevant contents of the above report and its summary.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the report on Inner Mongoliayuan Xing Energy Company Limited(000683) major asset purchase and capital increase and related party transactions (Draft) (Revised) and abstract disclosed by the company on cninfo.com on the same day.
3. The proposal on signing the performance commitment compensation agreement on Inner Mongoliayuan Xing Energy Company Limited(000683) the separate capital increase of Inner Mongolia Boyuan Yingen Mining Co., Ltd. and the performance commitment compensation agreement on the transfer of the equity of Inner Mongolia Boyuan Yingen Mining Co., Ltd. by Inner Mongolia Mido Energy Co., Ltd. was deliberated and adopted
For this transaction, it is agreed that the company will sign the performance commitment compensation agreement on Inner Mongoliayuan Xing Energy Company Limited(000683) the separate capital increase of Inner Mongolia Boyuan Yingen Mining Co., Ltd. with nabichuan, Nafeng investment, Boyuan engineering and Boyuan group, It is agreed that the company and Boyuan group sign the performance commitment compensation agreement on the transfer of equity of Inner Mongolia Boyuan Yingen Mining Co., Ltd. by Inner Mongolia Mido Energy Co., Ltd. Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
3、 Documents for future reference
1. Voting votes signed by the attending supervisors and resolutions of the board of supervisors stamped with the seal of the board of supervisors; 2. Other documents required by SZSE.
Inner Mongoliayuan Xing Energy Company Limited(000683) board of supervisors February 28, 2002
