Securities code: Inner Mongoliayuan Xing Energy Company Limited(000683) securities abbreviation: Inner Mongoliayuan Xing Energy Company Limited(000683) Announcement No.: 2022012 Inner Mongoliayuan Xing Energy Company Limited(000683)
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.
Inner Mongoliayuan Xing Energy Company Limited(000683) (hereinafter referred to as “the company”) plans to purchase 14% equity of Inner Mongolia Boyuan Yingen Mining Co., Ltd. (hereinafter referred to as “Yingen mining”) held by Inner Mongolia nabechuan Resource Development Co., Ltd. in cash, and plans to increase the capital of Yingen mining with cash of RMB 3.725 billion (hereinafter referred to as “this major asset reorganization” and “this transaction”).
1、 The process of this major asset restructuring
On December 22, 2021, the company held the 20th meeting of the 8th board of directors and the 19th meeting of the 8th board of supervisors, deliberated and adopted the proposal on the major asset purchase, capital increase and related party transactions and other proposals on the major asset restructuring, It also disclosed 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 “restructuring report”) and its summary, Yingen mining audit report and evaluation report and other relevant documents of this major asset restructuring on December 24, 2021.
On January 12, 2022, the company received the inquiry letter on the restructuring of Inner Mongoliayuan Xing Energy Company Limited(000683) issued by the second Department of management of listed companies of Shenzhen Stock Exchange (inquiry letter on non licensed restructuring [2022] No. 1) (hereinafter referred to as the “inquiry letter”). After receiving the inquiry letter, the company actively organizes relevant personnel and intermediaries to implement and verify the questions raised in the inquiry letter one by one.
On January 21, 2022, the company disclosed the announcement on delaying the reply to the restructuring inquiry letter of Shenzhen Stock Exchange (Announcement No.: 2022004).
On January 26, 2022, the company disclosed the announcement on the progress of major asset restructuring (Announcement No.: 2022006).
On February 25, 2022, the company disclosed the announcement on the progress of major asset restructuring (Announcement No.: 2022008).
On February 27, 2022, the company held the 21st Meeting of the 8th board of directors and the 20th meeting of the 8th board of supervisors, which deliberated and approved the adjustment of the transaction scheme, the report on Inner Mongoliayuan Xing Energy Company Limited(000683) major asset purchase and capital increase and related party transactions (Draft) (Revised Draft), and other relevant proposals, And agreed to 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. and 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.
2、 Reasons for applying for extension of validity period of financial data
The benchmark date of financial data of the subject company of this transaction is August 31, 2021, and the expiration date of relevant financial data is February 28, 2022. Affected by covid-19 epidemic situation and relevant prevention and control work, the on-site work of the company and intermediary personnel is limited. The specific reasons are as follows:
(I) from the end of 2021 to the beginning of 2022, covid-19 epidemic situation has been repeated. Affected by covid-19 epidemic situation and related prevention and control work, all relevant units have taken certain measures to reduce personnel flow and aggregation, and the on-site work of intermediaries has been affected to a certain extent. Especially recently, affected by the Spring Festival and the Beijing Winter Olympics, coupled with the covid-19 epidemic in some parts of Inner Mongolia, the epidemic prevention and control situation is more complex and severe.
(II) affected by the above factors, if the financial data of this major asset restructuring is subject to additional audit, the time for intermediaries to promote audit and due diligence will be affected, and then the process of this major asset restructuring will be affected.
3、 Application for extension of validity period of financial data
According to Article 63 of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies: “the latest audited financial information shall be valid within six months after the deadline of the financial report. Under special circumstances, an appropriate extension may be applied for, but the extension time shall not exceed one month at most”. According to the people’s Bank of China, the Ministry of finance, Bank Of China Limited(601988) Insurance Regulatory Commission, China Securities Regulatory Commission The relevant regulations of the State Administration of foreign exchange on the further strengthening of financial support for the prevention and control of the epidemic of pneumonia in New Coronavirus (silver hair [202029): (twenty-one) Appropriately relax the time limit for handling capital market related businesses. Appropriately extend the validity period of the financial information of the administrative license for M & A and reorganization of listed companies and the time limit for issuing the notice of convening the general meeting of shareholders after the disclosure of the reorganization plan. If it is really unable to update the financial information or issue the notice of the general meeting of shareholders due to the impact of the epidemic, the company can apply for the extension of the validity period of the financial information or the notice of the general meeting of shareholders for one month after fully disclosing the specific impact of the epidemic on the reorganization, and can apply for an extension of up to three times “. According to the above rules, the company applies to extend the validity period of the relevant financial data of this transaction for one month, that is, the deadline of the validity period is extended from February 28, 2022 to March 31, 2022.
4、 The impact of the extension of the validity period of the financial data applied for this time on the company’s transaction
(I) basic accounting standards of the subject company of this transaction. As of the date of issuance of this application, the operation and financial status of the company and the subject company are normal, and the disclosed audited financial data, restructuring report and other relevant documents are continuous and referential. The target company has not yet started production and operation, and its operation and financial risks are low. (II) although covid-19 epidemic had a certain impact on the verification of the updated financial data of the company’s transaction, the transaction is still progressing in an orderly manner. After applying for the extension of the validity period of the financial data, the company will try its best to speed up the implementation of relevant work with the counterparty and intermediaries to actively promote the orderly conduct of the transaction.
As for this major asset restructuring, other possible approvals or approvals required by relevant laws and regulations such as the approval of Shenzhen Stock Exchange need to be obtained, and it needs to be submitted to the general meeting of shareholders for deliberation and approval, whether this transaction can obtain the above approval or approval, and the final time of obtaining relevant approval or approval are uncertain. The company will timely perform the obligation of information disclosure according to the review progress of the matter. The information disclosure media designated by the company are China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）, relevant information shall be subject to the information disclosed by the company in the above designated media. Investors are kindly requested to pay attention in time, make prudent decisions and pay attention to investment risks.
It is hereby announced.
Inner Mongoliayuan Xing Energy Company Limited(000683) board of directors February 28, 2002
