Securities abbreviation: * ST Guangzhu securities code: 600382 Announcement No.: 2021-093 Guangdong Mingzhu Group Co.Ltd(600382)
Reply announcement on the three inquiry letters on the draft of Guangdong Mingzhu Group Co.Ltd(600382) major asset restructuring of 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.
Guangdong Mingzhu Group Co.Ltd(600382) (hereinafter referred to as the “company”, “listed company” or “Guangdong Pearl”) received the three inquiry letters on the draft of Guangdong Mingzhu Group Co.Ltd(600382) major asset restructuring (szgh [2021] No. 3022) (hereinafter referred to as the “three inquiry letters”) from Shanghai Stock Exchange on December 24, 2021, and disclosed the relevant contents on December 25, 2021.
According to the requirements of the third inquiry letter, the company has carefully analyzed and implemented the relevant problems one by one together with relevant intermediaries, and completed the reply to the third inquiry letter. At the same time, according to the requirements of the third inquiry letter, the report on the sale and purchase of Guangdong Mingzhu Group Co.Ltd(600382) major assets and related party transactions (Draft) (hereinafter referred to as the “restructuring report”) and other documents have been revised and supplemented and disclosed, and are marked in bold bold in italics.
Unless otherwise specified, the interpretation adopted in this reply is consistent with the report on the sale and purchase of Guangdong Mingzhu Group Co.Ltd(600382) major assets and related party transactions (Draft).
Overview of important contents:
1. In addition to the consideration of the restructuring transaction, based on the careful consideration of the price sensitivity analysis of iron ore, after the restructuring plan passes the general meeting of the company, Zhang Jianli, the actual controller of the company and the enterprises controlled by the company plan to provide 96 million yuan in cash to the listed company as compensation.
2. In this restructuring, Xingning urban investment has provided sufficient performance guarantee measures, including the transfer income of land in southern New Town and the mortgaged land used for special payment for repurchase, which has strong liquidity. Yongye company, the Shanghai Chengtou Holding Co.Ltd(600649) shareholder of Xingning, plans to issue bonds to raise funds. In 2022, Xingning Finance Bureau will pay the project fund of Xingning urban investment of RMB 530 million to the co management account established by Xingning urban investment and the listed company. Before the fund is paid off, the urban transportation company will take the dividend payable to Xingning urban investment as the equity transfer price.
3. Zhang Weibiao, who acted in concert with Zhang Jianli in the listed company, and his related parties joined the performance compensation commitment, promising that the proportion of shares of the listed company held by related parties will not be less than 34%, and will not evade the performance compensation liability in any way; The listed company shall separately retain the cash dividends of the following year during the performance commitment period from 2022 to 2025, which shall be managed by the listed company in a special account. If the performance compensation liability is not triggered after the expiration of the performance compensation period, or the performance compensation liability has been triggered but the performance compensation has been fully paid off, Guangdong Pearl will pay the remaining dividends in the special account to the corresponding shareholders according to the shareholding ratio of each shareholder within 10 working days. During the commitment period, the actual controller and its related parties will propose 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 ensure to vote in favour at the general meeting of shareholders.
4. If the performance compensation for this major asset restructuring cannot be cashed at maturity, the compensation amount that cannot be cashed will constitute the occupation of Zhang Jianli’s new funds.
The specific reply is as follows:
Question 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 local spot is 678.69 yuan / ton. 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 of the main product in the appraisal is not different from the above price. Therefore, the company believes that the current appraisal of iron concentrate powder The selection of refined powder sales price 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.
reply:
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, it is explained in detail that 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
During the period from the highest price point of the latest cycle (March 2011) to the lowest price point (January 2016), the average sales price of the same kind of iron concentrate in Heyuan was 678.69 yuan / ton; from January 2011 to September 2021, the average sales price of the same kind of iron concentrate in Heyuan was 624 yuan / ton in the first ten-year period; and the last five-year period (from 2016 to September 2021), the average sales price of the same kind of iron concentrate powder in Heyuan is 589.35 yuan / ton; as of December 21, 2021, the price of Heyuan iron concentrate powder has decreased by 52.85% compared with the highest point in July 2021.
The sales price of iron concentrate powder determined in this appraisal is 685.00 yuan / ton, which is slightly higher than that in the above period, mainly due to the comprehensive consideration of the price cycle of iron concentrate powder and the actual sales of iron concentrate powder of Dading mining, The specific reasons are as follows: the company has supplemented and disclosed the following in “section VI evaluation of transaction targets”, “II evaluation of assets to be purchased”, “III) evaluation methods and evaluation results”, “2. Income method”, “1) selection of specific methods and models of income method”, “XIII) rationality of selection of main parameters and other indicators” of “section VI evaluation of transaction targets”, “2. Evaluation methods and evaluation results” of “income method”:
“1. By comparing the spot price of iron concentrate powder in different periods, it is determined that the price level of 685 yuan / ton in the biennial period is moderate
After consulting the price of iron concentrate powder in wind Heyuan, the spot prices of Dading mining and Heyuan are as follows:
Unit: yuan / ton
During the comparison period, the transaction price of Dading mining and the price of the same category in Heyuan
Ten year issue 595.82633 sixteen
Six year period 522.00542 00
Five year period 543.00576.00 00
Four year issue 579.00628 00
Three year issue 610.00674 00
Biennial 685.00755.00 00
One year 794.00866 00
Latest issue 991.731081.09
In this valuation, the price of iron concentrate powder selected by Dading mining is 685.00 yuan / ton, which is within the price level during the comparison period. Among them, the average price of 62.5% iron concentrate powder in Heyuan area in the first two years is 755.00 yuan / ton. The price adopted in this valuation is lower than this price, which is reasonable.
2. For caution, the price of iron concentrate powder is 678.69 yuan / ton compared with the average price in the previous decline cycle
Over the past decade, the price of iron ore in China has shown a cyclical trend, with a V-shaped trend: from the high of 1130 yuan / ton in April 2011 to the lowest of 269 yuan / ton in January 2016, and then gradually return to the high of 1356 yuan / ton in July 2021.
Price trend of iron concentrate powder (iron concentrate powder: 64%: Heyuan)
Data source: when determining the sales pricing of iron concentrate powder in the future, wind also considered the average market price of the same kind of iron concentrate powder in Heyuan region in the last ten years and the downward cycle in five years.
In the next five years after the benchmark date, the price of iron concentrate powder may rise, fluctuate or decline as a whole:
(1) Overall rise
Considering the cycle and change trend of iron concentrate powder price, the price of iron concentrate powder has been in an overall upward trend since 2015. If the price rising trend is adopted to determine the price of iron concentrate powder, the price will be higher than the current price of 685.00 yuan / ton.
(2) Overall flat situation
If the price of iron concentrate powder is determined by taking the price stable trend, the transaction prices of Dading mining in the first and first phases of the latest year are 794.00 yuan / ton and 991.73 yuan / ton respectively, and the spot prices of Heyuan similar products in the first and first phases of the latest year are 866.00 yuan / ton and 1081.09 yuan / ton respectively, which are higher than the currently determined 685.00 yuan / ton.
(3) Overall decline
If it is prudent to calculate within the 5-year interval from the high point to the lowest point in the previous 10-year cycle, the average price of the same category in neiheyuan in the corresponding period is 678.69 yuan / ton, which is similar to the valuation and pricing of the company.
3. The actual selling price of iron concentrate of Dading Iron Mine on which the price is determined is lower than the converted price in the local market of Dading Iron Mine. Since 2016, the comparison between the price of iron concentrate of the same category in Heyuan and the actual selling price of the company is as follows:
Annual actual sales price Heyuan same category price top actual sales price overflow / discount rate
(yuan / ton) (yuan / ton)
393.61336 in 2015 4117%
361.52316 in 2016 5112.45%
456.47442 in 2017 83.15%
389.67431 in 2018 58-10.76%
461.85532 in 2019 85-15.37%
597.25648 in 2020 60-8.60%
January September 2021 991.731126.24-13.56%
It can be seen from the above table that before 2017, the actual sales price of the company’s iron ore was higher than the market price of the same category in Heyuan; Since 2017, the actual selling price of Dading mining has been discounted compared with the market data.
According to the terms of the company’s iron ore purchase and sales contracts in the past years, the above price differences are mainly due to the different credit policies of Dading Iron Mine to customers: before 2017, the company’s iron concentrate powder sales adopted the settlement mode of goods first and then payment, and sold according to the market price; Since 2017, because the actual controller of the company has regarded Dading mining as an important source of cash flow, in order to speed up the return of funds, Dading mining has adopted the settlement mode of payment before goods under the condition of giving customers a certain sales price discount, and the prepayment ratio is usually more than 90%. According to the terms of the annual sales contract of Dading mining, since 2017, The company gives customers a discount of 3% – 12% of the total price (including freight) in different years, and the freight prepaid by the company does not enjoy a discount in settlement and payment, so the actual discount proportion of the company’s iron concentrate powder is about 4% – 15%. Therefore, since 2018, the sales price of the company has been lower than the spot price of the same category of Heyuan.
In the future, after the operational asset package of Dading mining is placed in Pearl mining, it will maintain independent operation. Enterprises can choose a more flexible sales pricing method to be close to the market price.
4. Recent price trend of iron ore in China
According to the inquiry of China’s spot price of iron ore, the overall trend of China’s iron ore price has stabilized in the past month, with a slight rise after mid December. China’s iron ore price has gradually increased from 705.61 yuan / ton on November 24, 2021 to 736.51 yuan / ton on December 22, 2021.
Time iron ore spot price (yuan / ton)
December 22, 2021 736.51
