Stock Code: Inner Mongoliayuan Xing Energy Company Limited(000683) stock abbreviation: Inner Mongoliayuan Xing Energy Company Limited(000683) listing place: Shenzhen Stock Exchange Inner Mongoliayuan Xing Energy Company Limited(000683)
Report on major asset purchase, capital increase and related party transactions (Draft) (Revised)
Address of counterparty
Inner Mongolia nabechuan Resources Development Co., Ltd. room 1503, 15 / F, Boyuan building, etokexi street, Dongsheng District, Inner Mongolia Eerduosi Resources Co.Ltd(600295) City, Inner Mongolia Autonomous Region
Inner Mongolia Eerduosi Resources Co.Ltd(600295) Nafeng Investment Center (limited partnership) 16th floor, Boyuan building, etok West Street, Dongsheng District, Inner Mongolia Eerduosi Resources Co.Ltd(600295) City, Inner Mongolia Autonomous Region
Inner Mongolia Boyuan Engineering Co., Ltd. Boyuan building, otok West Street, Dongsheng District, Inner Mongolia Eerduosi Resources Co.Ltd(600295) City, Inner Mongolia Autonomous Region
Independent financial advisor
Date of signature: February 28, 2022
statement
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the "interpretation" of this report. 1、 Statement of listed company
The company and all directors, supervisors and senior managers guarantee that the contents of this report and its summary are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint liabilities for its authenticity, accuracy and integrity.
The person in charge of the company, the person in charge of accounting work and the person in charge of accounting organization guarantee that the financial and accounting data in this report and its summary are true, complete and accurate.
The matters stated in this report and its summary do not represent the substantive judgment, confirmation or approval of the CSRC and Shenzhen Stock Exchange on matters related to this transaction. Any decision or opinion made by the examination and approval authority on matters related to this transaction does not indicate that it makes a substantive judgment or guarantee on the value of the company's shares or the income of investors.
After the completion of this transaction, the company shall be responsible for the changes of the company's operation and income; The investor shall be responsible for the investment risk caused by this transaction. When evaluating the company's transaction, in addition to the contents of this report and relevant documents disclosed at the same time with this report, investors should also seriously consider various risk factors disclosed in this report.
If investors have any questions about this report and its summary, they should consult their own stockbroker, lawyer, professional accountant or other professional consultants. 2、 Counterparty statement
The counterparty of this transaction has issued a statement and letter of commitment:
Guarantee that the listed company and the intermediary agency serving this transaction have been provided with the relevant information and documents of the enterprise / company related to this transaction (including but not limited to the original written materials, duplicate materials and oral testimony, etc.), and guarantee that the information provided is true, accurate and complete, and there are no false records, misleading statements or major omissions.
During the period of participating in this transaction, it is guaranteed to timely disclose the information about this transaction in accordance with relevant laws, regulations, normative documents and relevant provisions of the CSRC and Shenzhen Stock Exchange, and ensure the authenticity, accuracy and integrity of such information.
Bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the information provided. If there are false records, misleading statements or major omissions in the information provided, which cause losses to investors, they will be liable for compensation according to law. 3、 Statement of relevant securities service institutions and personnel
The company / the exchange and the handling personnel agree that the listed company shall quote the documents issued by the company / the exchange in this report and its abstract, and ensure that the relevant contents of the quoted documents have been reviewed by the company / the exchange, confirm that the documents will not have false records, misleading statements or major omissions due to the quotation of the above contents, and be responsible for their authenticity, accuracy Integrity shall bear corresponding legal liabilities.
catalogue
Declare that 2 interpretation 8. Tips on major issues 10 major risk tips Section I overview of this transaction 39 I. background and purpose of this transaction 39 II. Decision making process and approval procedure of this transaction 44 III. specific scheme of this transaction 45 IV. impact of this transaction on listed companies Section 2 basic information of listed companies 54 I. Basic information of the company 54 II. Establishment, issuance and listing of the company and previous equity changes 54 III. Changes in control in the last 60 months 64 IV. major asset restructuring in the last three years 64 v. development of main business 64 VI. main financial indicators 65 VII. Controlling shareholders and actual controllers 66 VIII. Compliance operation Section III basic information of counterparties 69 I. Basic information of the counterparty 69 II. Description of other matters of the counterparty Section 4 the subject matter of the transaction 85 I. Basic information of the target company 85 II. Historical evolution of the subject company 85 III. reasons, pricing basis and rationality of capital increase and decrease and equity transfer in the last three years 88 IV. evaluation or valuation related to the transaction, capital increase or restructuring of the subject company in the last three years 88 v. property right or control relationship of the subject company Vi. description that the underlying asset is equity ninety-one
7、 The transfer of creditor's rights and debts involved in the transaction 91 VIII. Information of subordinate enterprises of the target company 91 IX. ownership of main assets 94 X. acquisition of ownership certificates of land use rights, mining rights and other resource rights involved in the subject matter of the transaction, development or mining conditions and payment of fees 97 Xi. External guarantee and main liabilities and contingent liabilities 107 XII. Equity ownership 107 XIII. Development of main business in recent three years 108 XIV. Project approval, environmental protection, industry access, land use, planning, construction permit and other related matters related to the transaction subject matter XV. Audited financial indicators in the reporting period 134 XVI. Accounting policies and relevant accounting treatment in the reporting period Section V evaluation of the subject matter of the transaction 139 I. overview of the evaluation of the subject matter of the transaction 139 II. Specific description of the evaluation of the subject matter of the transaction 139 III. analysis of the board of directors of listed companies on the rationality of evaluation and the fairness of pricing 169 IV. opinions of the independent directors of the listed company on the appraisal matters Section VI main contents of this transaction contract 181 I. equity transfer agreement 181 II. Capital increase agreement 184 III. performance commitment compensation agreement 189 IV. performance commitment compensation agreement for separate capital increase 1915. Performance commitment compensation agreement on the transfer of Yingen mining equity by Mido energy Section 7 compliance analysis of this transaction 196 1. This transaction complies with the provisions of Article 11 of the reorganization management measures 196 2. This transaction is not applicable to the circumstances stipulated in Article 13 of the reorganization management measures 199 III. this transaction does not involve the circumstances specified in articles 43 and 44 of the reorganization management measures 199 IV. this transaction complies with the circumstances specified in Article 4 of the provisions on certain issues of reorganization 199 v. clear opinions of independent financial advisers and lawyers on whether the transaction complies with the provisions of the reorganization management measures 200 Section VIII management discussion and Analysis two hundred and one
1、 Discussion and analysis of the financial situation and operating results of the listed company before this transaction 201 II. Discussion and Analysis on the characteristics and operation of the subject industry of the transaction 215 III. analysis of the impact of this transaction on the listed company's sustainable operation ability, future development prospects, current earnings per share and other financial and non-financial indicators 247 section IX Financial and accounting information 255 I. financial information of the subject company 255 II. Review statements for reference of listed companies Section 10 horizontal competition and related party transactions 260 I. impact of this transaction on horizontal competition 260 II. Impact of this transaction on related party transactions 261 section Xi risk factors 269 I. risks related to this transaction II. Risks related to the company 269271 III. other risks 273 section XII other important matters 275 1. After the completion of this transaction, the related funds, asset occupation and related guarantee of the listed company 275 II. The impact of this transaction on the asset liability structure of listed companies 275 III. The impact of this transaction on the governance mechanism of listed companies 275 IV. profit distribution policies and corresponding arrangements of the listed company after this transaction 276 v. major asset transactions of Listed Companies in the last 12 months 279 VI. principled opinions of the company's controlling shareholders and their persons acting in concert on this reorganization VII. Explanation of no abnormal fluctuation of share price before the first public announcement of the restructuring report 8. Explanation on self inspection of stock trading 281 IX. the relevant entities of this transaction are not allowed to participate in the major asset restructuring of any listed company in accordance with Article 13 of the Interim Provisions 289 X. protection arrangements for the rights and interests of small and medium-sized investors in this transaction 289 section 13 concluding observations on this transaction 292 I. independent opinions of independent directors on this transaction 292 II. Verification opinions of the independent financial advisor on this transaction 293 III. legal opinions of legal counsel on this transaction two hundred and ninety-four
Section 14 relevant intermediaries of this transaction 296 I. independent financial advisor 296 II. Legal counsel 296 III. audit institution 296 IV. evaluation organization 296 section 15 statement of listed companies and relevant intermediaries 298 I. statement of all directors of the listed company 298 II. Statement of all supervisors of the listed company 299 III. statement of all senior managers of the listed company 300 IV. statement of the independent financial adviser 301 v. statement of legal counsel 302 VI. statement of the audit institution 303 VII. Statement of asset appraisal institution 304 VIII. Statement of mining right appraisal agency 305 section 16 documents for future reference 306 I. documents for future reference 306 II. Place for future reference three hundred and six
interpretation
In this report, unless the context otherwise requires, the following abbreviations have the following meanings: I. interpretation of common words
This report refers to the report on Inner Mongoliayuan Xing Energy Company Limited(000683) major asset purchase and capital increase and related party transactions (Draft)
Inner Mongoliayuan Xing Energy Company Limited(000683) , listed on Shenzhen Stock Exchange Inner Mongoliayuan Xing Energy Company Limited(000683) , listed company and public company, the stock is abbreviated as " Inner Mongoliayuan Xing Energy Company Limited(000683) ", and the stock code is " Inner Mongoliayuan Xing Energy Company Limited(000683) " of the company and the company.
Formerly known as "Inner Mongolia Yuanxing natural alkali Co., Ltd." (the stock is referred to as "natural alkali")
Inner Mongolia Boyuan Holding Group Co., Ltd. is the holding stock of Inner Mongoliayuan Xing Energy Company Limited(000683) of Boyuan group. It used to be known as "Inner Mongolia Boyuan Investment Management Co., Ltd." and "Inner Mongolia Boyuan Investment Group Co., Ltd."
Zhongji Hongli refers to Beijing Zhongji Hongli Asset Management Co., Ltd
Yingen mining and target company refer to Inner Mongolia Boyuan Yingen Mining Co., Ltd
Nabaichuan refers to Inner Mongolia Nabaichuan Resources Development Co., Ltd
Nafeng investment refers to Inner Mongolia Eerduosi Resources Co.Ltd(600295) Nafeng Investment Center (limited partnership)
Boyuan project
