Securities abbreviation: * ST Guangzhu securities code: 600382 No.: pro 2021-090 Guangdong Mingzhu Group Co.Ltd(600382) about receipt
Announcement of Shanghai Stock Exchange on the three inquiry letters 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 24, 2021, the company received the three inquiry letters on the draft of Guangdong Mingzhu Group Co.Ltd(600382) major asset restructuring from Shanghai Stock Exchange (SSE Gong Han [2021] No. 3022), hereinafter referred to as the inquiry letter. The full text is hereby announced as follows:
Guangdong Mingzhu Group Co.Ltd(600382) ：
On December 24, 2021, your company submitted the reply announcement to the second inquiry letter on the draft of Guangdong Mingzhu Group Co.Ltd(600382) major asset restructuring. This restructuring is to offset the debt with assets to solve the capital occupation. The fairness of asset valuation and the guarantee of performance compensation are important factors to solve the capital occupation and important information that investors should know. The following problems need to be explained and disclosed by your company.
1. According to the draft and the reply announcement, the sales price of the main product iron concentrate powder in the evaluation is 685.00 yuan / ton, which is mainly based on the average sales price of iron concentrate powder in the first two years of Dading mining. At the same time, 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. During the period from January 2011 to September 2021, the converted average price of iron concentrate powder of Dading Iron Mine for the first ten-year period is 624 yuan / ton. The sales price of iron concentrate powder, the main product in the appraisal, is not different from the above price. Therefore, the company believes that the sales price of iron concentrate powder in this appraisal is low Lattice selection is reasonable. However, in the last five years (2016-2020), the price of iron concentrate of Dading Iron Mine was only 453.35 yuan / ton, which was far lower than the evaluation price of this transaction. In addition, the current price of iron concentrate has entered a downward cycle. According to public data, as of December 21, 2021, the price of Heyuan iron concentrate has decreased by 52.85% compared with the highest point in July 2021. Please supplement and disclose: (1) In combination with the price of iron concentrate of Dading Iron Mine in the above three time periods and the current price of iron concentrate has entered a downward cycle, explain in detail the reasons why the sales price of iron concentrate is 685.00 yuan / ton, which is higher than the above three time periods, and whether the pricing is prudent and reasonable; (2) If the relevant parties solve the problem of capital occupation by means of debt repayment, whether there is an overestimation of the injected assets and underpayment of the compensation funds. Please give your opinions to the financial consultant and appraiser.
2. The draft and reply announcement show that some operating funds in the operating asset package have been invested in industries unrelated to the main business, the relevant assets cannot be included in the operating asset package, and the owner's equity is negative. If there is a capital gap in large expenditures such as due loans that need to be paid in the short term during the operation process, it can be solved through external financing. The company is requested to make supplementary disclosure: (1) quantitatively analyze the possible capital gap and the specific measures to solve the external financing in combination with the production and operation of the operating asset package; (2) In combination with the purchase of an asset with negative owner's equity and the company's subsequent investment to maintain production and operation, explain in detail whether the purchase is a debt bearing acquisition, whether it should be considered in the transaction pricing, and whether it damages the interests of the listed company. Please give opinions to the financial consultant and appraiser.
3. According to the draft and the reply announcement, the asset purchase is a connected transaction, the counterparty is the actual controller of the company, the assessed value of the relevant asset package is 160.14659 million yuan, and the assessed value-added rate is 300.56%; At the same time, the actual controller Zhang Jianli promises that from 2022 to 2025, the net profit realized by the asset package will not be less than 440604400 yuan, 418683200 yuan, 396712400 yuan and 420757400 yuan respectively, involving overvalued value and high performance commitment. In addition, at present, the actual controller has stayed abroad for a long time, and part of the equity of the listed company is still in the state of pledge. The company is requested to make supplementary disclosure: (1) in combination with the performance commitment and compensation obligations and the available assets of the actual controller, explain whether it has the performance compensation ability and whether there is significant uncertainty in the performance compensation commitment; (2) in combination with the above situation, the accountant is requested to express clear opinions on whether the current debt repayment scheme has completely rectified the occupation of funds; (3) The accountant is requested to explain whether relevant matters still have a significant impact on the financial statements of the current period in combination with the progress of the non-standard opinions of the previous period in the current period.
4. According to the draft and the reply announcement, the relevant parties solve the capital occupation by means of debt repayment, and the value-added rate of the subject asset appraisal is as high as 300.56%. The measures for the administration of major assets of listed companies (hereinafter referred to as the reorganization measures) stipulates that no unit or individual may use the reorganization of major assets to damage the legitimate rights and interests of listed companies and their shareholders. The company is requested to strictly follow the reorganization measures Relevant requirements to verify whether the transaction damages the interests of listed companies and minority shareholders. The company is requested to implement the requirements of the letter and fully explain the relevant situation before submitting it to the general meeting of shareholders for deliberation. The financial consultant, quality control department and independent directors are invited to express their opinions.
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 25, 2001
