Securities code: Western Mining Co.Ltd(601168) securities abbreviation: Western Mining Co.Ltd(601168) No.: pro 2022009 Western Mining Co.Ltd(601168)
Announcement on receiving the inquiry letter on matters related to related party transactions of Western Mining Co.Ltd(601168) Co., Ltd. from Shanghai Stock Exchange
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. On the afternoon of March 1, 2022, the company received the inquiry letter on matters related to Western Mining Co.Ltd(601168) related party transactions (szgh [2022] No. 0153, hereinafter referred to as the “inquiry letter”) issued by the management department of listed companies of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”), and now discloses the contents of the inquiry letter as follows: Western Mining Co.Ltd(601168) :
Recently, your company disclosed that it plans to purchase 27% equity of Qinghai Dongtai Jinaier lithium resources Co., Ltd. (hereinafter referred to as “lithium resources company”) from the controlling shareholder Western Mining Co.Ltd(601168) Group Co., Ltd. (hereinafter referred to as “West Mining Group”). The transaction amount is large and constitutes a connected transaction. In accordance with article 13.1.1 and other relevant provisions of the stock listing rules of the exchange, your company is hereby requested to verify and supplement the disclosure of the following matters.
1. The announcement shows that on May 20, 2015, lithium resources company was established and registered, and the controlling shareholder of the company, West Mining Group, subscribed 162 million yuan, accounting for 27%. At present, the company purchases 27% equity of the above lithium resources company from west mining group at a consideration of 3.343 billion yuan. The company is requested to make supplementary disclosure: (1) the transaction background and main considerations of the acquisition of the participation right of lithium resources company from the controlling shareholder at a high premium; (2) Combined with the composition of the board of directors and business decision-making mechanism of lithium resources company, this paper explains how to realize the business coordination between the company and lithium resources company and promote the development of the company after undertaking the above equity participation of West Mining Group. (3) Please quantify the reasons and rationality of the high premium of the underlying asset valuation in combination with the market price fluctuation of the main products of lithium resources company since 2015.
2. The announcement shows that the lithium resources company is currently mainly engaged in the development of lithium resources in East Taijinar Salt Lake and the processing and production of lithium carbonate products. Its lithium boron potassium comprehensive development project was approved and filed in July 2016, with a total investment of 3.286 billion yuan. At present, a battery grade lithium carbonate production line with an annual output of 20000 tons has been built and operated. The company is requested to make supplementary disclosure: (1) the technical development of the contract industry and the situation of comparable companies, and quantitatively explain the development and application of core technologies of lithium resources company; (2) The specific development progress, expected completion time limit and the amount to be invested of the lithium boron potassium comprehensive development project; (3) The main customers of lithium resources company, whether they are related and stable.
3. The announcement shows that the consideration of this transaction is determined based on the assessed value of lithium resources company. The appraisal adopts the asset-based method and the market method, and finally selects the appraisal result adopting the asset-based method. In this appraisal, the total equity value of the target assets is 12.38 billion yuan, and the appraisal appreciation rate is 954.07%. The company is requested to make supplementary disclosure: (1) whether the counterparty provides the profit guarantee, compensation commitment or repurchase commitment of the transaction subject within a certain period of time. If not, please explain the specific reasons, whether relevant safeguard measures are taken, and whether it is conducive to protecting the interests of the listed company and the legitimate rights and interests of minority shareholders. (2) The asset based method is adopted to evaluate the asset items with high value-added and the specific reasons, so as to explain the rationality of the valuation.
4. The announcement shows that the transaction consideration is RMB 3.343 billion, and 80% will be paid to west mining group within 5 trading days after the signing of the transaction contract, and the remaining 20% will be paid in one time within 5 working days from the date of completing the industrial and commercial change registration of the subject equity of the target company. The company is requested to make supplementary disclosure: (1) the specific source of funds for this acquisition, including but not limited to the payment proportion and amount of its own funds and bank loans, bank loan interest rate and repayment term, etc; (2) Combined with the deposit and restriction of monetary funds, explain the impact of the above payment arrangements on the company’s financial expenses, asset liability ratio and daily operating liquidity.
5. On the day of submission of the announcement, the company’s share price hit the intraday limit, closing up 9.32%. The company is requested to check the insider registration and insider information control, and explain whether the insider information control system is sound and whether the relevant provisions on insider information control are strictly implemented in the whole process of transaction planning and disclosure. In addition, the company is requested to submit the list of insiders and check whether there is any disclosure of insider information in advance.
Please disclose it immediately after receiving this inquiry letter and reply to our department in writing within 5 trading days.
The company will actively organize relevant parties to reply to the Shanghai Stock Exchange in time in accordance with the requirements of the inquiry letter, and fulfill the obligation of information disclosure.
The information disclosure media designated by the company are Shanghai Securities News, China Securities News, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN), The relevant information is subject to the information disclosed by the company in the above designated media. Please pay attention to the relevant announcements and pay attention to the investment risks.
It is hereby announced.
Western Mining Co.Ltd(601168)
Board of directors
March 2, 2022
