Securities code: Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) securities abbreviation: Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) Announcement No.: 202211
Bond Code: 127027 bond abbreviation: Jingyuan convertible bond
Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552)
Announcement on the acquisition of shares of Nongsheng chemical and related party transactions
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
1、 Transaction overview
1. Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) (hereinafter referred to as “the company”) and Gansu Liuhua (Group) Co., Ltd. (hereinafter referred to as “Liuhua group”) intend to sign the equity transfer agreement. The company plans to acquire 100% equity of Baiyin Nongsheng Chemical Co., Ltd. (hereinafter referred to as “Nongsheng chemical”) held by Liuhua group and undertake relevant shareholder rights and obligations. After this equity acquisition, The company holds 100% equity of Nongsheng chemical, which will become a wholly-owned subsidiary of the company. Based on the asset appraisal report issued by Shenzhen Pengxin asset appraisal Land Real Estate Appraisal Co., Ltd., the purchase price is determined to be 2256997 million yuan through consultation.
2. Liuhua group is a wholly-owned subsidiary of the company’s controlling shareholder Jingyuan Coal Industry Group Co., Ltd. (hereinafter referred to as “Jinghua group”), and Nongsheng chemical is a wholly-owned subsidiary of Liuhua group. This transaction constitutes a related party transaction and does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
3. In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant provisions, this connected transaction shall be submitted to the board of directors of the company for deliberation, and it is not necessary to submit it to the general meeting of shareholders for deliberation.
On February 28, 2022, the fifth meeting of the 10th board of directors of the company deliberated and approved the proposal on the acquisition of shares of Nongsheng chemical and related party transactions. The related directors Yang Xianchun, Gou Xiaodi, Chen Hu, Gao Hongjie, Zhang Fenggang, Zhang Dejun and Shao Sihua avoided voting when the board of directors deliberated the proposal on related party transactions. The independent directors of the company have approved the transaction in advance and issued the opinions of independent directors.
2、 Basic information of the counterparty
1. Gansu Liuhua (Group) Co., Ltd
Company name: Gansu Liuhua (Group) Co., Ltd
Unified social credit code 916200 Shenzhen Leaguer Co.Ltd(002243) 72022c
Legal representative: Liu Feng
Enterprise type one person limited liability company
Date of establishment: July 15, 1997
The registered capital is Anhui Wanyi Science And Technology Co.Ltd(688600) 0 yuan
Registered address: No. 38, Liujiaxia Chemical Road, Yongjing County, Linxia Prefecture, Gansu Province
Chemical fertilizer, chemical raw materials and products “(including liquid ammonia, ammonia, urea, methanol, oxygen, carbon dioxide, nitrogen and argon)” (the validity period of work safety license is up to July 7, 2020). Production, processing, wholesale and retail of plastic woven bags, stainless steel pipes and building materials, wholesale and retail of daily necessities, chemical machinery and equipment and accessories; Business scope of trimerization: production, processing, wholesale and retail of cyanamide, catalyst series products (excluding hazardous chemicals), liquid fertilizer and coal cinder (ash); Trial production and sales of concentrated nitric acid, dilute nitric acid and nitro compound fertilizer (excluding hazardous chemicals, which are only operated by branches); House leasing; Restaurant; get accommodation; Bathing; Heating supply and delivery, commuting of employees and their families, garage management fees, greening and sanitation, property fees. (projects subject to approval according to law can only be operated after being approved by relevant departments)
2. Liuhua group is a wholly-owned subsidiary of Jingmei group, the controlling shareholder of the company, and its equity relationship with the company is shown in the figure below:
Liuhua group is a wholly-owned subsidiary of Jingmei group, the controlling shareholder of the company, and is an affiliated legal person of the company. Liuhua group is the backbone enterprise of chemical fertilizer production in Gansu Province. It has an annual production capacity of 400000 tons of synthetic ammonia, 700000 tons of urea and 100000 tons of methanol. It has a world-leading 200000 tons of natural gas to purification device and China’s most advanced 300000 tons of urea energy-saving technology transformation project. At the same time, it is also engaged in oxygen, nitrogen, liquid ammonia, liquid carbon dioxide, phosphate fertilizer, catalyst, compound fertilizer More than 50 kinds of products such as woven bags.
As of December 31, 2021, Liuhua group had total assets of 179387801355 yuan and net assets of 25593823295 yuan. In 2021, it realized operating income of 122107273382 yuan and net profit of -19951815991 yuan (Unaudited).
3. Liu Hua group is not a person who has broken his promise.
3、 Basic information of transaction object
1. Subject matter of transaction
Company name: Baiyin Nongsheng Chemical Co., Ltd
Unified social credit code 91620400ma73jk0e5h
Legal representative: Liu Xisheng
Enterprise type limited liability company
Time of establishment: September 28, 2021
Registered capital: RMB 550 million
Registered address: Liuhua Industrial Park, Yindong Industrial Park, Baiyin District, Baiyin City, Gansu Province
Business scope: permitted items: fertilizer production; Production of hazardous chemicals (only 150000 tons / year of concentrated nitric acid, 150000 tons / year of dilute nitric acid and production of liquid ammonium nitrate (combustible ≤ 0.2%); Production and supply of tap water; Power generation, transmission and power supply business. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: manufacturing of basic chemical raw materials (excluding the manufacturing of licensed chemicals such as hazardous chemicals); Fertilizer sales; Heat production and supply; Sales of non-metallic minerals and products; Sales of metal products; Sales of plastic products; Mechanical equipment leasing; Sales of mechanical equipment; Sales of chemical products (excluding licensed chemical products); Beneficiation; Sales of rubber products; Labor services (excluding labor dispatch); Non residential real estate leasing; Land use right lease; Housing lease; Sales of renewable resources.
(except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
2. Basic information
Baiyin Nongsheng Chemical Co., Ltd., formerly known as Baiyin Xintian chemical branch of Liuhua group, was originally a branch of Liuhua group in Liuhua Industrial Park, Baiyin East Industrial Park, Baiyin City, Gansu Province. Its main products are nitro compound fertilizer and concentrated nitric acid, with a design capacity of 250000 tons of compound fertilizer and 150000 tons of concentrated nitric acid.
On September 28, 2021, Xintian chemical branch was restructured and established as Baiyin Nongsheng Chemical Co., Ltd. and went through the establishment registration formalities at Baiyin market supervision and Administration Bureau. It became a wholly-owned subsidiary of Liuhua group with a registered capital of 200 million yuan. Liuhua group actually paid in capital and held 100% of the shares.
In December 2021, the registered capital of Nongsheng chemical increased from 200 million yuan to 550 million yuan,
The industrial and commercial change registration of this capital increase was completed on January 24, 2022.
Nongsheng chemical has more than 200 employees and has passed ISO9001 quality management system certification. It is mainly engaged in the production and operation of industrial dilute nitric acid, concentrated nitric acid, liquid ammonium nitrate, nitro compound fertilizer and other chemical products. It has an annual production capacity of 150000 tons of concentrated nitric acid, 250000 tons of nitro compound fertilizer and 200000 tons of liquid ammonium nitrate. It has obvious geographical advantages and convenient transportation. It provides high-quality products and services for customers inside and outside the province all year round.
3. Nongsheng chemical is not a dishonest executee. There is no asset pledge, mortgage, guarantee setting, legal litigation, arbitration and other matters, nor does it occupy the funds of the controlling shareholder, provide guarantee for the controlling shareholder or others, financial assistance and so on.
4. Financial indicators and evaluation of Nongsheng chemical industry
(1) Financial indicators of Nongsheng chemical industry (year after year)
Unit: Yuan
Project December 31, 2021 September 30, 2021 December 31, 2020
Current assets 587389586068426787755525632239
Non current assets 739538840527302680555599610578386
Total assets 79827779912798694843 Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) 36210625
Total liabilities 63612894284118687522226119189315829
Owner’s equity 16214885628 -38818037896 -14053105204
Project from October to December 2021 to January to September 20212020
Operating income 94462082451761832682523915095085
Total profit 31540429 -2476255423 -1539974303
Net profit 17461562 -24763824422 -1545934400
Net cash flow from operating activities 41984447951800532063173803482
On September 28, 2021, Baiyin Xintian chemical branch of Liuhua group was restructured and established as Baiyin Nongsheng Chemical Co., Ltd. The above financial data have been audited by ShineWing Certified Public Accountants (special general partnership), of which the data in September 2021 and before is the data of Baiyin Xintian chemical branch of Liuhua group.
By the end of 2021, the balance of accounts payable of Nongsheng chemical industry was 569436 million yuan, including 222182 million yuan payable to Jingmei group Baiyin Thermal Power Co., Ltd., 184685 million yuan payable to Gansu Qianfan agricultural means of production Co., Ltd., 130900 yuan payable to Gansu Liuhua (Group) Yicheng Chemical Co., Ltd. and 961100 yuan payable to Gansu Huaneng Engineering Construction Co., Ltd. The balance of other payables is 4882484 million yuan, including 4670654 million yuan payable to Gansu Liuhua (Group) Co., Ltd. and 197217 million yuan payable to Baiyin Xintian chemical branch of Gansu Liuhua (Group) Co., Ltd.
(2) Assets appraisal of Nongsheng chemical industry
Appraisal object: the value of all shareholders’ equity of Baiyin Nongsheng Chemical Co., Ltd.
Appraisal scope: as of the benchmark date, all assets and related liabilities of Baiyin Nongsheng Chemical Co., Ltd., including current assets, non current assets and other assets and corresponding liabilities.
Benchmark date: December 31, 2021
Value type: market value
Appraisal methods: asset based method and income method
Appraisal conclusion: after comprehensive analysis, the appraisal result of the asset-based method is taken as the appraisal conclusion of the appraisal report, that is, the market value of all shareholders’ equity of Baiyin Nongsheng Chemical Co., Ltd. on the benchmark date of December 31, 2021 is 226084600 yuan.
The appraisal results of Nongsheng chemical industry appraised by the asset-based method on the benchmark date of December 31, 2021 are as follows:
Monetary unit: RMB 10000
