China Merchants Securities Co.Ltd(600999)
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Shenzhen Stock Exchange
On the relevant issues of the inquiry letter on the reorganization of Inner Mongoliayuan Xing Energy Company Limited(000683)
Verification opinions
Independent financial advisor
(address: No. 111, Fuhua 1st Road, Futian street, Futian District, Shenzhen)
February, 2002
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") China Merchants Securities Co.Ltd(600999) (hereinafter referred to as " China Merchants Securities Co.Ltd(600999) " and "independent financial consultant") as the independent financial consultant of this transaction, together with the listed company and other relevant intermediaries, carefully checked and implemented the issues listed in the inquiry letter one by one, Relevant documents such as the report on Inner Mongoliayuan Xing Energy Company Limited(000683) major asset purchase and capital increase and related party transactions (Draft) (hereinafter referred to as the "report") have been supplemented and improved accordingly. The following verification opinions are issued according to the relevant issues in the inquiry letter:
Unless otherwise specified, the words or abbreviations mentioned in this verification opinion have the same meaning as the words or abbreviations defined in the "interpretation" in the report.
If the total value in this verification opinion is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
The font in this verification opinion represents the following meanings:
The questions listed in the inquiry letter are in bold (BOLD)
Reply to the questions listed in the inquiry letter
Notice of modification of the report (BOLD)
catalogue
1、 About the transaction plan three
Question 1 three
Question 2 nine
Question 3 fourteen
2、 About performance commitments fifteen
Question 4 fifteen
Question 5 nineteen
3、 About the underlying asset twenty-one
Question 6 twenty-one
Question 7 thirty
4、 About the assessment forty-one
Question 8 forty-one
Question 9 fifty
5、 Others sixty-five
Question 10 sixty-five
Question 11 67 I. about the transaction scheme
Question 1: on July 26, 2021, your company disclosed the announcement of acquiring the equity of the joint-stock company and increasing capital and related party transactions, acquiring 9.5% equity of Yingen mining held by Inner Mongolia Mido Energy Co., Ltd. (hereinafter referred to as "Mido energy") with RMB 1111.5 million, and increasing capital of Yingen mining with RMB 13710938 million. After the transaction is completed, Your company holds 36% equity of Yingen mining.
(1) Please explain whether the previous transaction constitutes a package deal with this major asset reorganization and whether the previous transaction is part of this major asset reorganization in accordance with paragraph 4 of Article 14 of the measures for the administration of major asset reorganization of listed companies.
(2) The independent financial advisor is requested to check and give clear opinions.
[reply]
1、 Please explain whether the previous transaction constitutes a package deal with this major asset reorganization and whether the previous transaction is part of this major asset reorganization in accordance with paragraph 4 of Article 14 of the measures for the administration of major asset reorganization of listed companies
The implementation background and purpose of the previous transaction are different from that of this transaction: at the time of the previous transaction, the company's main business includes soda ash, coal, urea, natural gas to methanol, etc., and it does not have the strength to acquire the controlling interest of Yingen mining without affecting the orderly development of existing business; During this transaction, the company adjusted its strategic planning, focused on the two business segments of soda ash and urea, sold business assets such as coal and natural gas to methanol, reserved sufficient funds and resources for expanding the main business scale of natural alkali, and was qualified to acquire the controlling stake of Yingen mining and provide financial support for its project construction.
The two transactions are independent and not conditional on each other. The previous transaction and this major asset restructuring do not constitute a package deal and are not part of this major asset restructuring. The details are as follows:
(I) the implementation background and purpose of the two transactions are different
1. Background and purpose of the previous transaction
The previous transaction was a decision made by the company based on the project prospect and construction planning of Yingen mining, taking into account the capital situation and financing capacity of the listed company at that time, without affecting the normal production and operation of the listed company. At that time, the company did not decide to acquire the controlling equity of Yingen mining or make clear arrangements for the subsequent equity acquisition or capital increase of Yingen mining.
At the time of the previous transaction, the company's main businesses included soda ash, coal, coal to urea, natural gas to methanol, etc,
From 2018 to the first half of 2021, the composition of the company's main business income is as follows:
Unit: 10000 yuan,%
Project from January to June 2021, 2020, 2019 and 2018
Amount proportion amount proportion amount proportion amount proportion amount proportion amount proportion
Soda ash 10530011 18.4916468879 21.5824988093 32.8027028369 30.58
Baking soda 6727589 11.8112472844 16.349480883 12.4411059769 12.51
Coal 12709891 22.316389415 8.374588445 6.0211330159 12.82
Urea 16141606 28.3424752846 32.4321598493 28.3516715199 18.91
Methanol 9107809 15.9914615003 19.1514096675 18.5019955334 22.58
Others 1744713 3.061616805 2.121432117 1.882296144 2.60
Main business income 56961619 100.0076315792 100.0076184706 100.0088384974 100.00
The operating income, net profit and cash flow of the company are as follows:
Unit: 10000 yuan
Project from January to June 2021, 2020, 2019 and 2018
Operating income 57401095769805797693220489235819
Net profit 158231951264189872943516384579
Net profit attributable to owners of parent company 1254913868096067347751 Winner Technology Co.Inc(300609) 2
Net cash flow from operating activities 17726858198926321521607517385520
Net increase in cash and cash equivalents 2977732 -46639211599341 -6840594
Opening balance of cash and cash equivalents 11778761164426821484334121683935
Ending balance of cash and cash equivalents 14756493117787611644268214843341
As of June 30, 2021, the company's monetary fund balance was 17543265 million yuan, including cash and cash
The balance of gold equivalents is 1475649300 yuan.
On July 25, 2021, the company signed the previous transaction agreement
According to the agreement, a total of 248259375 yuan of cash consideration was paid, and 36% of Yingen mining was held after the transaction was completed
Equity in. According to the business sector composition, income and capital status of the company at that time, such as further acquisition of Yingen mine
The controlling interest will affect the normal and orderly development of the company's main business.
The purpose of the company's previous transaction is to increase its investment in Yingen mine without affecting the company's normal production and operation
Shareholders' rights and interests in the industry, enhance influence, and solve part of the construction funds of talin natural alkali project, and promote it in an orderly manner
Enter the project construction.
2. Background and purpose of this transaction
(1) Listed companies have adjusted their strategic planning layout according to policies and market environment
Since 2021, the prices of soda ash, baking soda, coal and other products of the company have risen sharply, and the revenue and profit have increased
Both have increased significantly, providing an opportunity for the company to optimize its business structure. At present, carbon peak, carbon neutralization and energy consumption
Under the policy background of dual control, the company adjusted its strategic planning and industrial layout according to its actual situation.
The company's coal production capacity is small. In recent years, it has not explored new mineral resources and has no advantage in the same industry. With the continuous rise of coal price, the value of coal assets has reached an all-time high, while the coal price and coal industry fluctuate greatly. After careful research and demonstration, the company plans to sell coal assets and withdraw funds, Lay a solid foundation for further expanding the scale of main business. On September 14, 2021, the listed company held the 15th meeting of the 8th board of directors, deliberated and adopted the proposal on transferring 70% equity of Inner Mongolia Boyuan Coal Chemical Co., Ltd., a holding subsidiary, Transfer 70% equity of Inner Mongolia Boyuan Coal Chemical Industry Co., Ltd. (hereinafter referred to as "Boyuan coal chemical industry"), the holding subsidiary of the main coal business, to Inner Mongolia Symantec Coal Industry Co., Ltd. (hereinafter referred to as "Symantec") with RMB 36638698 million.
On November 29, 2021, the listed company held the 18th meeting of the 8th board of directors, deliberated and approved the proposal on the outline of the company's "14th five year plan" development plan and the proposal on adjusting the company's business scope and amending the articles of association. According to the outline of the Inner Mongoliayuan Xing Energy Company Limited(000683) "14th five year plan", the company's development plan is positioned as focusing and focusing, We will expand and strengthen the two main businesses of refined natural alkali and nitrogen fertilizer, take the road of refined, specialized, green and high-quality development, change natural alkali from industry follower to industry leader, and strive to develop into a leading enterprise in the soda industry and a regional leader in nitrogen fertilizer during the 14th five year plan period. During the "14th five year plan" period, the company will combine the development trend of the industry and its own industrial reality, give full play to its own advantages, develop strengths and avoid weaknesses, advance and retreat, choose and give up, strategically withdraw from coal, coal to ethylene glycol, natural gas to methanol and its downstream industries, and focus on building two business segments: soda from natural alkali, baking soda and coal to urea.
In November 2021, after the deliberation and approval of the 18th session of the 8th board of directors of the listed company, Inner Mongoliayuan Xing Energy Company Limited(000683) transferred 80% equity of Inner Mongolia Boyuan United Chemical Co., Ltd. (hereinafter referred to as "Boyuan Lianhua") to Inner Mongolia Eerduosi Resources Co.Ltd(600295) Quanshun Industrial Co., Ltd. at the price of RMB 916426 million. Boyuan Lianhua is mainly engaged in methanol production and sales business Inner Mongoliayuan Xing Energy Company Limited(000683) terminated the ethylene glycol project of Xilin Gol Sunit Alkali Industry Co., Ltd. and Inner Mongolia Boyuan Chemical Co., Ltd. (hereinafter referred to as "Boyuan chemical").
(2) The company has concentrated resources and focused on the main business of natural alkali, and has the conditions to acquire the controlling stake of Yingen mining
Through the above planning adjustment, the company further defined the future development direction, reserved sufficient funds and resources for expanding the main business scale of natural alkali, and met the conditions for acquiring the controlling right of Yingen mining.
Through the sale of Boyuan coal chemical, the company recovered about 4.4 billion yuan of funds (including 3.664 billion yuan of equity transfer price and 826 million yuan of dividends payable and other payables of Boyuan coal chemical), which provided financial guarantee for the acquisition of controlling shares of Yingen mining; By terminating the ethylene glycol project of Boyuan chemical, the company can use the raised funds of 802 million yuan changed according to law to support the construction of Yingen mining project.
(3) Provide financial support for the construction of Yingen mining project
Tarim lignin natural alkali project belongs to the encouraged project in the western region of the country
