Securities abbreviation: * ST Guangzhu securities code: 600382 No.: pro 2021-087 Guangdong Mingzhu Group Co.Ltd(600382) about receipt
Announcement of Shanghai Stock Exchange on the second inquiry letter on the draft of Guangdong Mingzhu Group Co.Ltd(600382) major asset restructuring
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 December 22, 2021, the company received the second inquiry letter on the draft of Guangdong Mingzhu Group Co.Ltd(600382) major asset restructuring from Shanghai Stock Exchange (SSE Gong Han [2021] No. 3012), hereinafter referred to as the inquiry letter. The full text is hereby announced as follows:
Guangdong Mingzhu Group Co.Ltd(600382) ：
On December 22, 2021, your company submitted the reply announcement to the inquiry letter on the draft of Guangdong Mingzhu Group Co.Ltd(600382) major asset restructuring. After reviewing your company’s announcement, the following problems need to be explained and supplemented by your company.
1. Dividends after the benchmark date
According to the reply announcement, the benchmark date for the appraisal of the operating asset package of Dading mining is September 30, 2021. On December 6, 2021, zhongyifu industry compensated the related parties owed to Dading mining with the dividends due from Dading mining, occupying 1199953500 yuan. Please make supplementary disclosure: (1) As of September 30, 2021, the audited financial report of Dading mining and the income, gross profit, net profit and cash flow of Dading mining from September 30, 2021 to December 6, 2021 indicate whether Dading mining has sufficient funds for dividends. Whether the funds obtained by the company after September 30, 2021 are retained in the operating assets of Dading mining and whether The form of dividends flows to shareholders; (2) The impact of dividends after the benchmark date on the appraisal and valuation of the operating asset package of Dading mining. Please give your opinions. 2. About the payment collection risk of Xingning urban investment
According to the company’s 2020 annual report, the area of residential and commercial land that can be transferred through bidding, auction and listing in the first phase of Southern new town is not less than 6000 mu. As of December 31, 2020, the total land transferred for the first phase of land primary development of Southern New Town is 250.13 mu, with great difference. The company did not explain the difference between the two data. The actual payment of the first phase of Xingning urban investment is 30% of the actual payment, and the remaining actual payment is paid in equal amount every half a year from January 1, 2022 to December 31, 2024. At the same time, Xingning City earmarked the relevant land transfer income within the first-class land development scope of the Southern new town for the actual payment of Xingning urban investment. Xingning urban investment used about 210 Mu under the name of Xingning Yongye infrastructure construction investment Co., Ltd. and its controlling shareholder for the transfer of land for residential, commercial and residential purposes, and set a mortgage for the installment payment of 70% of the actual payment of Xingning urban investment. Please the company: (1) in combination with the surrounding land transfer, explain in detail the reasons why the company can offer no less than 6000 mu of land in the southern New Town, but only 250.13 mu of land is actually transferred, and judge the liquidity of Xingning urban investment to also use the relevant land in the Southern new town for special payment and mortgage land; (2) In combination with relevant special arrangements for land transfer income, explain the accounting treatment and rationality of the remaining actual payment, and whether there is a large impairment risk. If so, whether it may touch the non-standard audit opinion. Please give your opinion.
3. Whether the pricing of iron concentrate powder leads to the overestimation of injected assets
According to the reply announcement, the last round of iron ore price cycle was about 5 years, The highest price point (March 2011) fell to the lowest point (January 2016), the arithmetic average monthly price of 62.5% iron concentrate powder of Dading mining in Heyuan is 678.69 yuan / ton. From January 2011 to September 2021, the converted average price of iron concentrate powder of Dading Iron Mine in the first ten years is 624 yuan / ton. The sales price of iron concentrate powder determined according to the average sales price of the first two years is 685.00 yuan / ton, which is the average price of the downward cycle in five years There is little difference between the value and the average price in recent ten years, so the selection of the sales price of iron concentrate powder in this appraisal is reasonable. However, according to the reply announcement, from 2016 to 2020, the average sales price of the company’s iron concentrate was 361.52 yuan / ton, 456.47 yuan / ton, 389.67 yuan / ton, 461.85 yuan / ton and 597.25 yuan / ton respectively. The overall price was lower than 600 yuan / ton, with large price fluctuation and far lower than the evaluation price of this transaction. The company is requested to make supplementary disclosure: (1) how to ensure that the iron ore price trend in the profit forecast period (2021-2027) tends to be consistent with that in the past two years when the iron ore price is lower than expected in the future, and whether there are relevant safeguard measures; (2) From 2016 to 2020, the average price of refined iron powder of Dading Iron Mine after annual conversion is compared with the main sales price of the company’s products in that year, and the reasons for the difference are analyzed. Based on this, it explains whether the average price calculated by the company in the last ten years and the downward cycle in five years has reference value, and further explains the rationality of selecting 685.00 yuan / ton as the evaluation price, Whether there is a situation of overestimating the sales price of iron ore and then raising the valuation of target assets, and whether it damages the interests of listed companies; (3) In response to the gravel business, the company did not provide effective information. Based on the gravel business development and industry status of comparable companies in the contract industry, the company supplemented and disclosed the reasons and rationality for the sharp increase in gravel business income during the profit forecast period, including but not limited to equipment procurement, mining, processing, use, and current and future customer expansion. Please send the appraiser Form comments.
4. On whether the injection of assets is conducive to enhancing the ability of going concern
According to the draft and the reply announcement, Dading mining adopts the sales mode of receiving payment in advance and then shipping. As of September 30, 2021, the amount of contract liabilities in the operating asset package is as high as 456277200 yuan. This part of liabilities needs to be delivered by the enterprise in the future and included in the operating asset package, but the corresponding operating funds have been invested in industries unrelated to the main business, Relevant assets cannot be included in the operating assets package. In the operating assets package, short-term borrowings are 45.0708 million yuan, non current liabilities due within one year are 156.1314 million yuan, and monetary funds are only 58.7792 million yuan. The company is requested to make supplementary disclosure: (1) the specific investment direction of operating funds corresponding to contract liabilities; (2) In combination with the remaining operating funds and debt repayment arrangements in the operating assets package, further explain whether the company has sufficient cash flow to maintain production and operation, whether the subject matter of the purchase has independent input, processing and output capacity, and whether the assets acquired this time constitute a business and comply with the accounting standards for Business Enterprises No. 20 – business combination and relevant regulations Whether the relevant rules on business definition in the application guide meet the relevant requirements of Article 11 of the reorganization measures.
The company is requested to make disclosure immediately after receiving this inquiry letter, and reply to our department in writing in response to the above questions within 5 trading days, and make corresponding amendments to the draft of major asset restructuring.
The company will timely reply to the inquiry letter and fulfill the obligation of information disclosure as required by Shanghai Stock Exchange.
It is hereby announced.
Guangdong Mingzhu Group Co.Ltd(600382) board of directors
December 23, 2001
