Shanxi Rulin Assets Appraisal Office Co., Ltd
Reply to the inquiry letter on the reorganization of Inner Mongolia Inner Mongoliayuan Xing Energy Company Limited(000683) Co., Ltd. issued by Shenzhen Stock Exchange
Listed company management Department II of Shenzhen Stock Exchange:
On January 11, 2022, your office issued the inquiry letter on restructuring of Inner Mongoliayuan Xing Energy Company Limited(000683) the non licensed restructuring inquiry letter [2022] No. 1 (hereinafter referred to as the "inquiry letter"). According to the requirements of the inquiry letter, Shanxi Rulin Assets Appraisal Office Co., Ltd. (hereinafter referred to as "Rulin appraisal") attached great importance to and immediately organized relevant personnel to carefully discuss the relevant issues and verify the relevant matters requiring the appraiser's verification and reply. Now, the problems related to the appraisal of mining rights in the letter of concern are reported as follows: IV. about the appraisal
8. The report shows that the assessed value of Yingen mining has a large appreciation compared with the book value, which is mainly due to the high value of talisu natural alkali mining right assessed by the income method. As of the benchmark date of August 31, 2021, the assessed value of the net assets of Yingen mining is 13722190400 yuan, an increase of 13362363200 yuan over the book value, with a value-added rate of 371355%; The 100% equity evaluation value of Yingen mining is 13722190400 yuan, and the trading price to book ratio is 38.19 times, which is far higher than the average level of comparable listed companies in the same industry. Please your company:
(3) Supplementary disclosure of acquisitions in the same industry, including but not limited to mineral grade, exploitable area, detected reserves, sales, production and operation, mining technology level, etc., and further explain the reasons for the high value-added rate of this appraisal. Independent financial consultants and appraisers are invited to check and express professional opinions.
[reply]
(I) supplementary disclosure of acquisitions in the same industry, including but not limited to mineral grade, exploitable area, explored reserves, sales, production and operation, mining technology level, etc
The listed company has supplemented the following disclosure in "section V evaluation of trading objects III. analysis of the rationality and fairness of the evaluation by the board of directors of the listed company (VI) comparative analysis of the transaction pricing with the valuation level of comparable listed companies and comparable transactions" of the report:
At present, the production methods of soda ash can be divided into natural alkali method and chemical synthesis method. The natural alkali method of soda ash mainly uses natural alkali ore as raw material, and the chemical synthesis method of soda ash does not need natural alkali ore. According to the survey, China's natural alkali mines include Anpeng Alkali Mine of Henan Zhongyuan Chemical Co., Ltd., Wucheng Natural Alkali Mine of Tongbai Haijing Alkali Industry Co., Ltd., chaganuoer Alkali Mine of Xilin Gol Sunit Alkali Industry Co., Ltd. and Guoqiao Natural Alkali Mine of Biyang depression in Henan Province.
(1) Listing and transfer of Guoqiao Natural Alkali Mine
After collecting the cases of Natural Alkali Mine Market in recent five years, only Guoqiao Natural Alkali Mine in Biyang sag, Henan Province was listed and sold online in Henan public resources trading center in 2020. The specific conditions are as follows:
On June 4, 2020, the Department of natural resources of Henan Province issued the online listing (transfer) announcement of the fourth batch of mining rights of Henan public resources trading center in 2020, listing the exploration of Guoqiao Natural Alkali Mine in Biyang depression, Henan Province, with a mining area of 7.23km ²， The mineral is natural alkali, the survey stage is general survey, the transfer period is 5 years, and the starting price is 24 million yuan. On August 7, 2020, the Department of natural resources of Henan Province publicized the results of online listing and transfer of 9 exploration rights such as geothermal survey in Hanguguan area, Lingbao City, Henan Province. On July 17, 2020, Zhongtian Alkali Industry Co., Ltd. obtained the exploration right of Guoqiao Natural Alkali Mine in Biyang Depression, Henan Province with 68 million yuan.
① Mineral grade, exploitable area and explored reserves
The mining area is 7.23km ²， By the end of June 2016, the pre survey estimated the natural alkali resource reserves (332) + (333) ore volume of 227517 million tons, the mineral volume of 106761 million tons, and the average grade of 46.92%. Among them: (332) the amount of natural alkali ore is 4.586 million tons, the amount of mineral is 2.3411 million tons, and the average grade is 51.05%; (333) the amount of natural alkali ore is 181657 million tons, the amount of minerals is 8.335 million tons, and the average grade is 45.88%. In addition, it is estimated that the resource of low-grade natural alkali ore (334) has 578400 tons of ore and 110400 tons of minerals, with an average grade of 19.09%. ② Regional geological characteristics
The natural alkali deposit in this area is located in Biyang sag. It is a typical inland lacustrine evaporite deposit with deep burial and flat occurrence. The ore types are heavy carbonite type and hydrocarbon natrite type. Minerals occur in dolomite facies strata of the Paleogene Hetaoyuan Formation.
③ Regional ore bed distribution
There are 2 natural alkali deposits in Guoqiao area, which are No. 7 and No. 8 alkali layers; The general buried depth of the seam is 2100 ~ 2700m, the thickness of the seam is generally 0.37 ~ 3.15m, and the average thickness is 1.65m; The grade is 41.15% ~ 75.92%, and the average grade is 46.92%; The ore bed is distributed from northeast to southwest, inclined to Southeast, and the average dip angle is about 5 °.
④ Comparison between Guoqiao Natural Alkali Mine and talisu Natural Alkali Mine
Project Guoqiao Natural Alkali Mine talisu Natural Alkali Mine
Exploration right in survey stage - General Survey mining right
Mining area (km) ²） 7.23 42.10
Resource reserves - mineral quantity (10000 tons) 1078657090890
Project Guoqiao Natural Alkali Mine talisu Natural Alkali Mine
Average grade (%) 46.23 65.76
Controlled economic base reserves - mineral quantity 234.114063271
(122b, 332) (10000 tons)
Inferred intrinsic economic resources - mineral quantity 833.503027619
(3330000 tons)
Value (10000 yuan) 68000133636608
Evaluation value of mineral quantity per ton (yuan / ton) 63.04 18.85
Note: estimated value of mineral quantity per ton = value / resource reserves (mineral quantity)
It can be seen from the above table that Guoqiao Natural Alkali Mine is in the stage of exploration right - general survey, and the natural alkali resource storage is estimated in advance
Quantity - the mineral quantity is 106761 million tons, the listing transaction price is 680 million yuan, and the average mineral quantity per ton is
63.69 yuan / ton; The general survey and detailed survey of talisu Natural Alkali Mine have been completed, and the mining certificate has been obtained, Inner Mongolia
The Department of natural resources of the autonomous region issued the certificate of review and filing of mineral resources reserves, which
The volume review materials are put on record. The proved reserves are 709089 million tons and the appraisal value is
13363660800 yuan, with an average mineral content of 18.85 yuan / ton.
(2) Acquisition of Anpeng Natural Alkali Mine, Wucheng Natural Alkali Mine and chaganuoer Natural Alkali Mine
In January 2014, Inner Mongoliayuan Xing Energy Company Limited(000683) announced the issuance of shares to purchase assets and raise matching funds and related party transactions
The report (Draft) acquired the controlling interest of Zhongyuan Chemical, and the transaction involved Anpeng Natural Alkali Mine and Wucheng
The discounted cash flow method is adopted for the evaluation of the three mining rights of Natural Alkali Mine and chaganuoer natural alkali mine. The specific circumstances are as follows
The situation is as follows:
The sales price of the appraisal products of the surface retained resources in the mining area of the appraisal base mineral (the appraisal value of mining and production)
Project Name: quasi daily grade product (km) ²） Mineral quantity plant (tax excluded, yuan / ton) construction and mining conditions (10000 yuan) (%) (10000 tons)
Light soda ash 116073 mining technical conditions
Talisutian 202108 65.76 42.107090890 heavy soda ash 120725 underground medium-sized deposit under construction complex 133636608 natural soda mine-31 baking soda 101507 mining complex deposit
(Ⅱ - 4) type
Anpeng natural 201309 light soda ash 108200 underground mining technical conditions
Alkali ore-30 48.80 32.601053018 heavy soda ash 118100 mining and production is medium, i.e. type Ⅱ - Ⅰ 6440808
Wucheng natural 201309 43.88 4.90260151 light soda 107000 underground production and mining technical conditions 723466 alkali ore-30 baking soda 108000 mining is simple
Mining technical conditions
Chaganuoer 201309 27.17 7.78 341.18 soda 105500 open pit production medium deposit Fu 147250 soda mine-30 baking soda 105200 mining complex deposit
(Ⅱ - 4) type
The mining method of chaganuoer Natural Alkali Mine is open-pit mining. The production scale of batch mining corresponds to the amount of ore and the amount of ore
The extracted stone is crushed and transported to the alkali tank. After leaching the brine, it enters the alkali processing unit. Anpeng Natural Alkali Mine
The mining method of Wucheng Natural Alkali Mine and talisu Natural Alkali Mine is underground mining, and the production scale of batch mining corresponds to the mine
The material quantity is mined by drilling water-soluble method, and the brine is pumped out and then fed into the alkali processing unit.
Because the mining method of chaganuoer Natural Alkali Mine is different from that of talisu Natural Alkali Mine, they are different in process flow, equipment investment and cost composition, so they are not comparable. The following is a comparative analysis of the main evaluation parameters of talisu Natural Alkali Mine, Anpeng Natural Alkali Mine and Wucheng natural alkali mine.
① Appraisal base date
The benchmark date for the appraisal of the mining rights of Anpeng Natural Alkali Mine and Wucheng Natural Alkali Mine is September 30, 2013, and the benchmark date for the appraisal of the mining rights of talisu Natural Alkali Mine is August 31, 2021. The benchmark dates of the two appraisals are different and the time between them is long. Due to the influence of price rise and inflation, the sales price and production cost of the products used in the appraisal have changed to some extent.
② Mineral grade
The mineral grades of the three mines are as follows:
Project name mineral grade (%)
Talisu natural alkali ore 65.76
Anpeng Natural Alkali Mine 48.80
Wucheng Natural Alkali Mine 43.88
Generally, the higher the grade of minerals and the higher the concentration of brine, the lower the cost of producing the same amount of products. The mineral grade of talisu Natural Alkali Mine is higher than that of other mines, and the product purification cost is relatively low.
③ Mining area, retained resources and minerals
The mining area, retained resources and mineral quantity of the three mines are different. Generally, the larger the mining area and retained resources and mineral quantity, the larger the corresponding production scale and the longer the service life of the mine, resulting in more cash inflow in the future. The mining area, retained resources, mineral quantity, production scale and evaluation calculation period of the three mines are as follows:
Project name mining area
