Guangdong Mingzhu Group Co.Ltd(600382) (600382) issued the latest reply announcement on the evening of December 28, responding to the pricing of iron concentrate powder in the restructuring plan and the performance compensation commitment of actual controllers. Previously, according to the guidance of Shanghai Stock Exchange, Guangdong Mingzhu Group Co.Ltd(600382) needs to "implement the letter requirements and fully explain the relevant situation before submitting it to the general meeting of shareholders for deliberation". At present, the time of the general meeting of shareholders has not been changed and will still be held on December 29.
The reply shows that the pricing of iron concentrate powder is prudent and reasonable, there is no overestimation of injected assets, underpayment of compensation funds, and there is no damage to the interests of listed companies and minority shareholders.
At the same time, the actual controller and the persons acting in concert have added a number of commitments to fully protect the interests of small and medium-sized investors. Including the actual controller's additional cash compensation of 96 million yuan to the listed company after the approval of the general meeting of shareholders; Do not evade the responsibility of performance compensation in any way; The cash dividends of the next year during the performance commitment period (2022-2025) shall be separately pledged to give priority to the repayment of performance commitments; It is proposed that the cash dividend proportion of the listed company shall not be less than 80% of the net profit available for distribution of the listed company in the previous year, and vote in favour of the corresponding proposal.
the actual controller paid nearly 100 million in cash
For the repeatedly mentioned pricing problem of iron concentrate powder, Guangdong Mingzhu Group Co.Ltd(600382) and its intermediaries have demonstrated in many aspects, indicating that 685.00 yuan / ton is selected as the evaluation pricing, taking into account prudence and rationality. Guangdong Mingzhu Group Co.Ltd(600382) said that the price was determined comprehensively based on the price cycle of iron concentrate powder and the actual sales of iron concentrate powder of Dading mining. At the same time, the actual controller promised that after the deliberation and approval of the proposal at the shareholders' meeting, in order to ensure better follow-up operation, the listed company would be compensated with an additional cash of 96 million yuan based on the pricing of iron concentrate powder.
The data show that the latest cycle (678.69 yuan / ton), ten-year period (624 yuan / ton) and five-year period (589.35 yuan / ton) of local iron concentrate powder in Heyuan are different prices, which fully explains the nonlinear fluctuation of iron concentrate powder price. Therefore, it is necessary to comprehensively consider the actual situation such as the cost, quality and sales of iron concentrate powder.
The content of the scheme shows that Dading Iron Mine, as a rare open-pit magnet rich mine, produces fine iron powder with good quality and low cost. However, in the past, Dading Iron Mine adopted different credit policies for different customers, resulting in certain fluctuations in pricing. From the historical data, Dading mining's sales price is higher than the comparable market price when using goods first and then payment, and there is a discount when using goods first and then payment, which is also in line with commercial logic. After the operating assets of Dading mining are included in the listed company, it will maintain independent operation. At that time, it will be able to adopt a more flexible sales pricing method to be close to the market price.
At the same time, in order to better protect the rights and interests of Guangdong Mingzhu Group Co.Ltd(600382) small and medium-sized investors, help to provide sufficient working capital for Dading mining's operating asset package after it is placed in the listed company, and ensure the performance ability of the follow-up business of Dading mining's operating asset package, after sensitivity demonstration and prudent demonstration on the price of iron concentrate powder, the main product of Dading mining's operating asset package, Zhang Jianli, the actual controller, promised that after the major asset restructuring plan, Zhang Jianli or the enterprises under his control would make an additional cash compensation of 96 million yuan to Guangdong Mingzhu Group Co.Ltd(600382) .
Based on the above premise, Guangdong Mingzhu Group Co.Ltd(600382) further referred to the trend of China's spot price of ore (it rose slightly after mid December, and the latest data on December 22 was 736.51 yuan / ton), the P / E ratio of the same industry standard in similar restructuring (average 11.19, Dading mining 3.63) and other factors, and finally selected the average price of 685.00 yuan / ton in the first two years, which is prudent and reasonable.
proposed high proportion dividend for four consecutive years
It is worth noting that in this reply, the actual controller and those acting in concert added a number of commitment guarantees.
Previously, out of confidence in the profitability of the operating asset package of Dading mining, Zhang Jianli, the actual controller of the company, has promised that the net profit of the target from 2022 to 2025 will not be less than 441 million yuan, 419 million yuan, 397 million yuan and 421 million yuan respectively, covering about 70% of the total profit expected from iron concentrate during the evaluation of the target assets. At the same time, Zhang Jianli also promised that if it needs to bear the compensation responsibility after the completion of this restructuring, it will raise funds through cash, the sale of healthy land, real estate and Pearl wine industry, so as to ensure its ability to compensate the performance of listed companies.
In this reply, Zhang Jianli and his persons acting in concert (holding 46.81% of the shares of Guangdong Pearl in total) added a number of commitments as the same subject, including maintaining the stability of the control right of Guangdong Pearl and not evading the responsibility of performance compensation in any way; The cash dividends of the next year during the performance commitment period from 2022 to 2025 shall be separately pledged and managed by the listed company in a special account. If Zhang Jianli's performance compensation responsibility for major asset restructuring is triggered, the annual dividends shall be used to pay performance compensation; During the performance commitment period, it will be proposed for four consecutive years that the cash dividend proportion of the listed company shall not be less than 80% of the net profit available for distribution of the listed company in the previous year, and will vote in favour of the dividend proposal. The above commitments are independent of each other.
Analysts pointed out that the new commitment guarantee has multiple meanings. On the one hand, the high proportion of shares of the commitment subject provides sufficient dividend payment to ensure repayment, and will ensure the passage of the dividend proposal to the greatest extent. On the other hand, the high proportion of dividends responded to the operating asset package of Dading Iron Mine, which indeed has the advantages of high gross profit, low cash cost, fast inventory turnover, good product sales, and stable inflow of sales proceeds received in advance every month.
(Securities Times · e company)
