Shanghai Stock Exchange
Szgh [2022] No. 0176
About Group Co., Ltd
Absorb and merge Huainan Mining (Group) Co., Ltd
Inquiry letter on the information disclosure of the plan for related party transactions Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd.:
After reviewing the plan for absorbing and merging Huainan Mining (Group) Co., Ltd. and related party transactions submitted by your company (hereinafter referred to as the plan), the following problems need further explanation and supplementary disclosure by your company.
1. The announcement shows that the company has implemented a major asset restructuring in 2019 and plans to absorb and merge Huainan Mining through non-public offering of shares and payment of cash. The relevant matters were terminated in July 2020, mainly due to the failure to obtain the relevant ownership certificates of land, houses and other related production and operating assets of some subordinate enterprises of Huainan mining as scheduled, And it is expected to be difficult to solve in the short term. The company is requested to make supplementary disclosure: (1) whether the reason for the termination of the previous reorganization of the target company, the performance of relevant procedures and relevant influencing factors have been eliminated; (2) In combination with the reasons for the previous termination, the company added whether the ownership of the assets involved in the reorganization was clear, whether there were substantive obstacles to the promotion of the transaction, and prompted risks. Financial advisers and lawyers are invited to express their opinions.
2. The plan disclosed that as of September 30, 2021, Huainan mining had a total debt of 89.839 billion yuan and an asset liability ratio of 69.64%, facing certain debt repayment pressure. After the completion of this transaction, the legal personality of Huainan mining will be cancelled, and the outstanding debts of Huainan Mining and listed companies will be borne by the listed companies after the completion of this transaction. The company is requested to make supplementary disclosure: (1) the debt structure, main creditors, debt amount, reasons for the formation of creditor’s rights, repayment period and other information of the subject company, and whether relevant measures have been taken or are planned to be taken to improve the asset liability level; (2) Combined with the debt situation of the target company, explain whether this transaction is conducive to improving the asset quality, financial situation and sustainable profitability of the listed company; (3) The impact of cancellation of legal person status on production and operation, including but not limited to qualification application, asset ownership change, contract change and renewal, and whether there are legal obstacles to the change of relevant rights and obligations. Financial advisers and lawyers are invited to express their opinions.
3. The plan disclosed that the businesses of listed companies and Huainan mining include the production and sales of coal and electricity. This transaction will help eliminate potential horizontal competition and reduce related party transactions. The announcement shows that the performance of listed companies is expected to decline in 2021, and the performance of the target company is relatively stable in recent years. In addition, the main businesses of some subordinate companies of the target company cover non residential real estate leasing, property management, health consulting services, medicine, financial services, etc. The company is requested to make supplementary disclosure: (1) the composition of each business segment of Huainan mining, corresponding to the main financial data of the first two years; (2) Combined with the trend of coal price and comparable companies in the same industry, explain whether the performance fluctuation of the target company is different from that of the industry and the reasons; (3) Huainan Mining’s current cooperation and competition with listed companies, the impact and analysis of the overall listing on enhancing the company’s synergy and competitiveness, whether there is still horizontal competition, related party transactions and countermeasures; (4) Whether the synergy and acquisition necessity between the relevant non coal and power subsidiaries of the transaction object and the listed company are conducive to enhancing the sustainable operation ability of the listed company. Financial advisers, accountants and lawyers are invited to express their opinions.
4. According to the disclosure of the plan, the main business of Huainan mining is coal mining and sales and power production and sales, which are the key monitoring objects of the national environmental protection department. The company is requested to make supplementary disclosure: (1) the name of the main coal mines of the subject company, the resources of coal varieties in each mine, recoverable reserves, current production status and ownership, etc; (2) In combination with the administrative punishment received by the target company in recent 3 years, explain whether the target company has major violations and rectification; (3) Whether the built, under construction and proposed projects of the target company belong to “high energy consumption and high emission” projects, and whether they need to comply with the procedures and performance of approval, approval and filing of relevant competent departments. Financial advisers and lawyers are invited to express their opinions.
5. The company’s annual report shows that the company has signed the financial service agreement with Huainan Mining Group Finance Co., Ltd. The finance company provides deposit and loan, entrusted loan, settlement and other financial services to the company and its subsidiaries according to the needs of the company and its subsidiaries. Please supplement the company’s information on the current operation of Huainan Mining Group Finance Co., Ltd. except for the company and its subsidiaries, whether there are other large receivables, the name of the counterparty, the reasons for formation, the transaction background, etc., and whether there are situations such as unrecoverable funds, occupation of funds, illegal guarantee, etc. Financial advisers and lawyers are invited to express their opinions.
6. The plan disclosed that the original shareholders of the three coal mine project companies (Yinhong energy, Huaxing company and Zhongbei company) under the west coal power group, a subsidiary of the target company, had not completed the investment and construction of resource transformation supporting projects in history, and the local government directly recovered the income from the transfer of mining rights from the above three project companies. Due to the failure to implement the resource transformation supporting projects of the original shareholders of the above three project companies, there may be risks such as the supplementary payment of the income from the transfer of mining rights, shutdown and rectification by the three project companies, and the production and operation is uncertain. The company is requested to make supplementary disclosure: (1) the business scale and proportion of the three project companies, the specific reasons why the original shareholders have not completed the investment and construction of resource transformation supporting projects and the current progress; (2) In combination with the specific circumstances of the punishment and the expected supplementary payment of the income from the transfer of mining rights, explain the impact on the operation and performance of the target company, whether it is conducive to enhancing the sustainable operation ability of the listed company, and whether it constitutes a material obstacle to the reorganization; (3) Whether the company has taken or plans to take countermeasures to solve relevant problems in the early stage. Financial advisers and lawyers are invited to express their opinions.
7. According to the disclosure of the plan, the subject company has three major pending litigation and arbitration cases with the subject amount of more than 50 million yuan as a party, involving a total principal amount of 879 million yuan. As of the signing date of this plan, the court / arbitration tribunal has not made a judgment / ruling on the relevant case. The company is requested to make supplementary disclosure: (1) the specific circumstances, causes and current progress of the above major cases; (2) Explain the possible impact of litigation matters on the business and finance of the subject company and the countermeasures to be taken. Lawyers and financial consultants are invited to express their opinions.
8. According to the disclosure of the plan, the subject company and some of its subordinate enterprises have not obtained the ownership certificate, and the subject company is actively promoting the handling of the relevant ownership certificate, but there is still a risk that it is unable to handle it on time or obtain the ownership certificate, resulting in the inability to continue to occupy and use the relevant land and property or being punished by the relevant competent authorities. The company is requested to disclose the specific situation, current progress and whether it constitutes a material obstacle to this reorganization that some land and real estate have not obtained the ownership certificate. Financial advisers and lawyers are invited to express their opinions.
9. Due to the planning of major asset restructuring, the company applied for the suspension of trading of shares from February 8, 2022. The day before the suspension, the company’s share price rose by the limit. The company is requested to make supplementary disclosure: (1) the specific process of planning major matters before the suspension, including the main nodes such as contact, negotiation and signing of agreements and relevant personnel involved, and explain whether there is any disclosure of insider information; (2) Verify whether the list of insiders of inside information submitted to the Ministry is true, accurate and complete, and whether it complies with Article 51 of the securities law and the relevant provisions of the exchange. Financial advisers and lawyers are invited to express their opinions.
Please disclose it immediately after receiving the inquiry letter, reply to our department in writing within 5 trading days, modify the plan accordingly, and fulfill the obligation of information disclosure.
Shanghai Stock Exchange listed company management department 1 March 8, 2002
