Stock abbreviation: Guangdong Mingzhu Group Co.Ltd(600382) listing place: Shanghai Stock Exchange Stock Code: 600382 Guangdong Mingzhu Group Co.Ltd(600382)
Sale and purchase of major assets
Revised version of report on and related party transactions (Draft)
Name of project counterparty
Sale of major assets Xingning City Investment Development Co., Ltd
Purchase of major assets Guangdong Dading Mining Co., Ltd
Independent financial advisor
December, 2021
Company statement
The company and all directors, supervisors and senior managers guarantee that the contents of this report are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the false records, misleading statements or major omissions in the announcement.
The sale and purchase of major assets need to be approved or approved by the relevant examination and approval authorities. Any decision or opinion made by the examination and approval authority on matters related to the sale and purchase of major assets does not indicate that it makes a substantive judgment or guarantee on the value of the company's shares or the income of investors.
After the completion of this major asset restructuring, the company shall be responsible for the changes in the company's operation and income; The investors shall be responsible for the investment risks caused by this major asset restructuring.
If investors have any questions about this report and its summary, they should consult their own stockbroker, lawyer, professional accountant or other professional consultants.
Counterparty statement
The counterparty of this reorganization has issued a letter of commitment to ensure that the relevant information it provides for this exchange is true, accurate and complete, and there are no false records, misleading statements or major omissions, and shall be legally responsible for the authenticity, accuracy and integrity of the information provided.
Statement of relevant securities service institutions and personnel
Western Securities Co.Ltd(002673) , Beijing Kangda law firm Lianda Certified Public Accountants (special general partnership) and Beijing zhongqihua Assets Appraisal Co., Ltd. have issued a statement to ensure that the contents issued by the securities service institutions cited in the relevant disclosure documents of this transaction have been reviewed by the securities service institutions, confirm that the restructuring documents of this transaction will not have false records, misleading statements or major omissions due to the above cited contents, and be responsible for their authenticity and accuracy Assume corresponding legal responsibilities for integrity and integrity. If there are false records, misleading statements or major omissions in the application documents for this transaction, and the securities service institution fails to perform its duties diligently, it will bear the corresponding joint and several liability for compensation.
Tips on major events
Remind investors to carefully read the full text of this report and pay special attention to the following matters (see the "interpretation" of this report for the abbreviation quoted in this part):
1、 Overview of the transaction scheme
The transaction plan includes asset sale and asset purchase. The listed company plans to invest 92.00% of the equity of urban transportation company in xingningcheng, and Mingzhu mining, a wholly-owned subsidiary of the listed company, will purchase the operating asset package of Dading mining. The above asset sale and asset purchase are preconditions for each other. See "section I overview of this transaction / III specific scheme of this transaction" in this report for specific arrangements such as consideration payment method and delivery of underlying assets in this transaction scheme.
2、 This transaction constitutes a connected transaction
Dading mining, the counterparty of this asset purchase, is an affiliated legal person of the listed company, and the affiliated relationship is as follows:
The listed company holds 19.90% of the shares of Dading mining, Shenzhen zhongyifu holds 80.10% of the shares of Dading mining, and the actual controller of Shenzhen zhongyifu and the listed company is Zhang Jianli. Therefore, this asset purchase constitutes a related party transaction.
The counterparty of this asset sale is Xingning urban investment, which is not a related party of the listed company and does not constitute a related party transaction. 3、 This transaction constitutes a major asset restructuring
(i) Purchase and sale of assets within 12 months before the transaction
Within 12 months before the resolution date of the board of directors of the listed company on this major asset restructuring, there is no situation that the assets purchased or sold and the assets to be purchased or sold belong to the same trading party or controlled by the same trading party, or belong to the same or similar business scope.
（2） Status of assets sold this time
In this major asset sale transaction, Guangdong Pearl plans to sell 92.00% of the equity of urban transportation company. According to the cooperation agreement on the first phase land development and some public facilities construction of Xingning Southern New Town signed by all parties when the urban transportation company was established, the equity sale price is the cumulative contribution of Guangdong Pearl to the urban transportation company of 2760 million yuan. After both parties offset the creditor's rights and debts, the actual payment of Xingning urban investment was 2110455100 yuan. According to the audited financial data and transaction pricing of Guangdong Pearl and urban transportation company in 2020, the relevant financial indicators of this transaction are calculated as follows:
Unit: 10000 yuan
Proportion of financial indicators of assets sold (Book) / transaction amount of Guangdong Pearl project
Total assets 814006.68382049.1546 93%
Operating income: 56827.9732721.6357 58%
Owner's equity attributable to the parent company 636002.92339578.7653 39%
Note: according to the relevant provisions of the reorganization management measures, the total assets, net assets and cumulative transaction amount of the subject assets shall be taken according to the whichever is higher.
（3） Status of assets purchased this time
In this asset purchase transaction, Guangdong Pearl plans to purchase the operating asset package of Dading mining, with a transaction amount of 160.14659 million yuan. According to the audited financial data and transaction pricing of Guangdong Mingzhu and Dading mining operating asset packages in 2020, the relevant financial indicators of this transaction are calculated as follows:
Unit: 10000 yuan
Proportion of financial indicators of assets purchased (Book) / transaction amount of Guangdong Pearl project
Total assets 814006.68160146.5919 67%
Operating income: 56827.97106780.18187 90%
Owner's equity attributable to the parent company 636002.92160146.5925 18%
Note: according to the relevant provisions of the reorganization management measures, the total assets, net assets and cumulative transaction amount of the subject assets shall be taken according to the whichever is higher.
（4） Description of this transaction constituting major asset restructuring
According to the provisions of the measures for the administration of reorganization: the purchase and sale of assets by a listed company and its holding or controlled companies that meet one of the following standards constitute a major asset reorganization:
(i) The total assets purchased and sold account for more than 50% of the total assets of the listed company at the end of the audited consolidated financial and accounting report in the latest fiscal year;
（2） The operating income generated by the assets purchased and sold in the latest fiscal year accounts for more than 50% of the operating income of the listed company in the audited consolidated financial and accounting report in the same period;
（3） The net assets purchased and sold account for more than 50% of the net assets of the listed company at the end of the audited consolidated financial and accounting report in the latest fiscal year, and more than 50 million yuan.
According to the comparison of the above financial indicators, the sale and purchase of assets constitute a major asset restructuring. As neither the sale of assets nor the purchase of assets involves the issuance of shares, according to the provisions of the reorganization management measures, this major asset reorganization does not need to be submitted to the CSRC for examination and approval.
4、 This transaction will not lead to the change of control and does not constitute reorganization and listing
This transaction is that the listed company invested 92.00% of the equity of urban transportation company in xingningcheng, and Mingzhu mining, a wholly-owned subsidiary of the listed company, purchased the operating asset package of Dading mining, which does not involve the issuance of shares. After the completion of this transaction, the equity structure of the listed company will not change due to this transaction. The actual controller of the listed company was changed from Zhang Weibiao to Zhang Jianli and Zhang Weibiao on November 19, 2018. It has been more than 36 months since the disclosure of the restructuring plan, which does not constitute the change of the actual controller in the last three years; Moreover, this transaction will not lead to changes in the controlling shareholders and actual controllers of the listed company, which does not belong to the circumstances specified in Article 13 of the reorganization management measures and does not constitute reorganization and listing.
5、 Payment method of consideration for this transaction
This transaction is that the listed company invests 92.00% of the equity of urban transportation company to xingningcheng, and Mingzhu mining, a wholly-owned subsidiary of the listed company, purchases the operating asset package of Dading mining, which does not involve the issuance of shares to purchase assets or the raising of supporting funds. See "Section VII main contract of this transaction / I. main content of asset sale agreement / (III) payment method" and "Section VII main contract of this transaction / II. Main content of operating asset package transfer agreement / (III) payment method" in this report for specific arrangements.
6、 Overview of evaluation and valuation of the subject matter of this transaction
Zhongqihua adopts the asset-based method and income method to evaluate the overall operating assets and liabilities of Dading mining, and finally takes the result of income method as the pricing basis. The book value of the operating assets package of Dading mining on the benchmark date of September 30, 2021 attributable to the shareholders' equity of the parent company is -798492000 yuan, the assessed value is 1601465900 yuan, the added value is 239957900 yuan, and the added value rate is 300.56%.
Zhongqihua appraised all the shareholders' rights and interests of the urban transportation company using the asset-based method. The assets sold this time are based on the project stipulated in the shareholder cooperation agreement of Xingning Southern New Town phase I development project company
Under special circumstances, the equity purchase price shall be used as the pricing basis. On the benchmark date of September 30, 2021, the book value of owner's equity attributable to the parent company of urban transportation company is 3584.8301 million yuan, the assessed value is 3883.1516 million yuan, and the appreciation rate is 8.32%, of which 92% of the shareholder's equity corresponds to 3572.4995 million yuan. 92% of the transaction price of the urban transportation company is 2760 million yuan, which is 812499500 yuan lower than the evaluation result, with a discount ratio of 22.74%. The reason for the discount is based on the agreement on the ownership of minority shareholders' rights and interests under the implementation of the cooperation agreement signed by all parties.
According to the cooperation agreement signed by all parties when the urban transportation company was established, Article 40 stipulates that the distributable profits of the project company in the current year will be preferentially distributed to Xingning urban investment company (hereinafter referred to as "the preferential distribution profits of the current year"), and the preferential distribution profits of the current year are limited to the following amounts: the upper limit of the preferential distribution profits of the current year = Party A in the current year and previous years (Xingning municipal government) the sum of the accumulated special funds for loan interest and loss recovery paid to the project company + the total accumulated special funds for investment recovery paid by Party A to Party B (Guangdong Pearl) and Party C (Enping construction) in the current year and previous years - the current year and previous years As of November 20, 2021, Xingning Municipal People's government and the land reserve center have paid 1156159900 yuan of investment to the listed company to make up the special fund, 61000 yuan of loss to the urban transportation company to make up the special fund, and Xingning urban investment has obtained 100 million yuan of profit for priority distribution, The maximum amount of preferential profit distribution of Xingning urban investment in the current year is 1056221000 yuan.
According to the asset appraisal report and audit report of the company, as of September 30, 2021, the appraisal value of the company is 3883.1516 million yuan, and the net assets are 3584.8301 million yuan. According to the sum of the audited undistributed profit of 516347100 yuan and the value-added of 298321500 yuan, 814668700 yuan, no more than 1056221000 yuan. Therefore, the undistributed profit of 516347100 yuan and the appreciation of 298321500 yuan in this appraisal belong to minority shareholders' equity.
Article 51 stipulates that "the purchase price of equity = (the accumulated registered capital of the project company actually paid by Party B (Guangdong Pearl) + the accumulated but unpaid special fund for investment compensation paid by Party A (Xingning Municipal People's Government) + the accumulated compensation payable by Party A to the project company and Party B) ÷ the number of equity of the project company held by Party B × The number of shares that Party B requires Party A to purchase ".
Xingning Municipal People's government has paid the special fund for investment recovery to Guangdong Pearl at the interest rate of 7.36% every year (1156159900 yuan has been paid in total), the special fund for investment compensation that should be paid but not paid is 0 yuan, and the compensation that should be paid but not paid is 0 yuan. Therefore, the 92% equity transfer price of the urban transportation company is 2760 million yuan of the cumulative capital contribution of Guangdong Mingzhu.
7、 Impact of this transaction on Listed Companies
