Securities abbreviation: * ST Guangzhu securities code: 600382 Announcement No.: 2021-094 Guangdong Mingzhu Group Co.Ltd(600382)
Announcement on the revision of the report on the sale and purchase of major assets and related party transactions (Draft)
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 “Guangdong Pearl” or “the company”) received the inquiry letter on the draft of Guangdong Mingzhu Group Co.Ltd(600382) major asset restructuring from Shanghai Stock Exchange on December 18, 2021 (SSE Gong Han [2021] No. 3000), and disclosed the inquiry letter on Guangdong Mingzhu Group Co.Ltd(600382) about Shanghai Stock exchange on December 23, 2021
<关于对 Guangdong Mingzhu Group Co.Ltd(600382) 重大资产重组草案的问询函>
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) on December 22, 2021, and disclosed the Guangdong Mingzhu Group Co.Ltd(600382) on Shanghai Stock Exchange on December 25, 2021
<关于对 Guangdong Mingzhu Group Co.Ltd(600382) 重大资产重组草案的二次问询函>
Reply announcement (see company announcement: pro 2021-089 for details); the company received the three inquiry letters on the draft of Guangdong Mingzhu Group Co.Ltd(600382) major asset restructuring of Shanghai Stock Exchange (SSE Gong Han [2021] No. 3022) on December 24, 2021. Please refer to the Guangdong Mingzhu Group Co.Ltd(600382) about Shanghai Stock Exchange disclosed by the company on the same day
<关于对 Guangdong Mingzhu Group Co.Ltd(600382) 重大资产重组草案的三次问询函>
The company and relevant intermediaries have carefully analyzed the relevant issues and revised and supplemented 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. The main supplements and revisions to the restructuring report are described as follows:
Chapter revision instructions of the report
Section I overview of the transaction 1. Supplementary disclosure of the reasons and objectives of the package deal
2. Supplementary disclosure is made on the return of funds occupied by the actual controller after the reporting date and the occupation of funds that have not been repaid as of December 17, 2021
Section IV assets to be sold 1. Supplementary disclosure of the specific and basic situation of land transfer in the southern New Town in the early stage 2. The reason why the investment compensation special funds paid by Xingning Municipal People’s government and land reserve center to listed companies do not constitute famous shares and real debts
1. The composition and relevant instructions of the operating asset package purchased in this transaction are supplemented and disclosed
2. Additionally disclosed the reasons for the negative book value of net assets attributable to the parent of the operating assets package to be placed and the rationality of accounting treatment
3. Supplementary disclosure of financial data such as average sales price, sales volume, gross profit, net profit and cash flow from operating activities of the company’s main products from 2015 to January September 2021
4. Supplementary disclosure of capital expenditure of operating assets package of Dading mining industry 5. Supplementary disclosure of arrangement for creditor’s rights and debts of the subject matter of purchase and safeguard measures for potential creditors
Section V assets to be purchased 6. The basic information of the land use right of Dading mining without the ownership certificate, the houses and buildings without the ownership certificate, the time point of obtaining the above assets, the reasons for not obtaining the property right certificate, when to obtain the real estate property right certificate, and the specific impact on production and operation are additionally disclosed
7. Supplementary disclosure was made on the business model of the subject matter purchased during the reporting period, the industry environment, and the main reasons for the annual decline of the subject matter net assets purchased during the reporting period
8. The arrangement of senior management of Dading mining is supplemented
9. Additionally disclosed the acquisition of operational asset package business qualification of Dading mining
10. Supplementary disclosure of major financial indicators of Dading mining parent company from January to September and from September 30 to December 6, 2021
Section VI evaluation of transaction targets 1. Supplementary disclosure of the rationality of profit distribution and transaction pricing
2. Supplementary disclosure of the rationality of the selection of main parameters and other indicators
3. Supplementary disclosure includes the determination of relevant parameters of discount rate, comparative analysis of discount rate selection in comparable transactions in the same industry, and sensitivity analysis of discount rate
4. The changes in the sales price of iron concentrate and the P / E ratio of the same industry target in the reorganization of Listed Companies in recent three years were additionally disclosed
5. It supplemented and disclosed the sales quantity, sales price, gross profit margin, financial data of comparable companies in the same industry, industry development status, core competitiveness and future development plan of each product during the profit forecast period
6. The basis for the sales pricing of iron concentrate powder, the comparison of the actual sales price, the relevant safeguard measures for profit forecast, and the reasons and rationality of the sharp increase in the revenue of gravel business during the profit forecast period are supplemented and disclosed
7. Supplementary disclosure is made on the prudence and rationality of determining the price of iron concentrate powder. In the next five years after the benchmark date, the price of iron concentrate powder may show several trends of overall rise, flat fluctuation or overall decline
8. The supplementary disclosure includes the impact of the liability items in the operating asset package on the appraisal value, all liabilities in the operating asset package and the treatment of all liabilities in the income method appraisal
1. Supplementary disclosure of the main contents of the asset sale agreement “(III) payment method”
2. Supplementary disclosure of supplementary agreement to performance commitment compensation agreement
Section VII main of this transaction 3. Supplementary disclosure of the reasons why the company can bid, auction and hang out in the southern New Town, so that a lot of land needs to be contracted at 6000 mu, but the actual cumulative land transfer is only 250.13 mu. 4. Supplementary disclosure of the liquidity of Xingning urban investment that also uses the relevant land of the Southern new town for special payment and land mortgage
5. Supplementary disclosure of performance compensation commitment performance guarantee
1. Supplementary disclosure of the independence of Dading mining’s operating asset package after placement section IX management discussion and control measures
And analysis 2. Supplementary disclosure of the specific arrangements and safeguard measures to solve the occupation of funds and the impact on the audit opinion of the 2020 annual financial report
3. The analysis on the performance ability of Zhang Jianli, the actual controller of the transaction, is supplemented and disclosed
4. Supplementary disclosure of the repayment pressure borne by the listed company after the asset injection to be purchased
5. The specific investment direction of operating funds corresponding to contract liabilities is supplemented and disclosed
6. The company supplemented and disclosed the cash flow forecast of each year and the specific measures to solve external financing
1. Supplementary disclosure of capital transactions between Dading mining and related parties from 2019 to September 2021
Section Xi horizontal competition 2. Supplementary disclosure of guarantees of Dading mining and related parties
And related party transactions 3. Supplementary disclosure of the amount of transactions between Dading mining and related parties and its proportion in the annual net cash inflow from operating activities during the reporting period
4. The specific arrangements for regulating the occupation of funds are supplemented and disclosed
For details, please refer to the revised report on sale and purchase of Guangdong Mingzhu Group Co.Ltd(600382) major assets and related party transactions (Draft) disclosed by the company on the same day.
It is hereby announced.
Guangdong Mingzhu Group Co.Ltd(600382) board of directors
December 29, 2021
