Securities code: Poly Union Chemical Holding Group Co.Ltd(002037) securities abbreviation: Poly Union Chemical Holding Group Co.Ltd(002037) Announcement No.: 202213 Poly Union Chemical Holding Group Co.Ltd(002037)
Compensation obligor for performance commitment of directional repurchase
Announcement of reimbursable shares
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Poly Union Chemical Holding Group Co.Ltd(002037) (hereinafter referred to as “the company”) held the 18th meeting of the 6th board of directors and the 15th meeting of the 6th board of supervisors on February 28, 2022, and deliberated and adopted the proposal on directional repurchase of shares to be compensated by performance commitment compensation obligors. This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation, The relevant information is hereby announced as follows:
1、 Basic information of major asset restructuring projects in 2018
According to the reply on approving Guizhou Jiulian civil explosive equipment development Co., Ltd. to issue shares to Guizhou Panjiang chemical (Group) Co., Ltd. to purchase assets (zjxk [2018] No. 1973) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company issued shares, To Guizhou Panjiang chemical (Group) Co., Ltd. (hereinafter referred to as “panhua group”) and Guizhou industrial investment (Group) Co., Ltd. (now renamed “Guizhou Wujiang Energy Investment Co., Ltd.”, hereinafter referred to as “Wujiang energy”) Wengfu (Group) Co., Ltd. (hereinafter referred to as “Wengfu group”) issues shares to purchase 100% equity of Guizhou Panjiang civil explosion Co., Ltd. (hereinafter referred to as “Panjiang civil explosion”) held by it; Issue shares to panhua group and Qiandongnan Kaishan Blasting Engineering Co., Ltd. (hereinafter referred to as “Kaishan blasting”) to purchase 94.75% equity of Guizhou Kaiyuan Blasting Engineering Co., Ltd. (hereinafter referred to as “Kaiyuan blasting”); To poly Jiulian Holding Group Co., Ltd. (hereinafter referred to as “poly Jiulian group”) Shandong Yinguang Chemical Group Co., Ltd. (hereinafter referred to as “Yinguang group”, together with “panhua group”, “Wujiang energy”, “Wengfu group” and “poly Jiulian group”, collectively referred to as “compensation obligor”, and “Kaishan blasting” collectively referred to as “performance promisor”) issued shares to purchase Shandong Yinguang civil explosive equipment Co., Ltd. jointly held by it (now renamed “poly aoruikai (Shandong) Mining Service Co., Ltd.”, hereinafter referred to as “Yinguang civil explosion”) 100% equity (“Yinguang civil explosion”, “Panjiang civil explosion” and “Kaiyuan explosion” are collectively referred to as “target company”, “Yinguang civil explosion 100% equity” and “Panjiang civil explosion 100% equity”, “Kaiyuan explosion 94.75% equity” are collectively referred to as “target assets”).
According to the asset appraisal report (txpbz [2018] No. 0325, txpbz [2018] No. 0326 and txpbz [2018] No. 0327) issued by Beijing Tianjian Xingye Assets Appraisal Co., Ltd. on the subject assets of this transaction, with December 31, 2017 as the appraisal base date, the appraisal value of the subject assets of this transaction is shown in the following table:
Unit: 10000 yuan
Net book value increment rate of net book value increment rate
Target assets to be purchased (parent company’s valuation value (parent company’s valuation standard for merger transaction)
Panjiang minbang 100% equity 447259944700195036410 12.61% 12.67% 5036410
Kaiyuan blasting 94.75% equity 137897113816591510714 9.55% 9.34% 1510714
Yinguang minbang 100% equity 309501237222864702928 51.95% 26.35% 4702928
Total 8946582957396411250052 25.75% 17.51% 11250052
Note: the net book value in the table is the audited financial data of the underlying assets purchased as of December 31, 2017
According to the above evaluation results, the transaction price for the purchase of 100% equity of Panjiang civil explosion, 94.75% equity of Kaiyuan explosion and 100% equity of Yinguang civil explosion is 503641000 yuan, 151071400 yuan and 470292800 yuan respectively. Based on the share issuance price of 7.02 yuan / share, the company shall issue 160257149 shares in total for the purchase of the underlying assets.
On June 15, 2018, the company received the reply on issues related to the asset restructuring of Guizhou Jiulian civil explosive equipment development Co., Ltd. (gzcq [2018] No. 346) from the state owned assets supervision and Administration Commission of the State Council. In principle, the state owned assets supervision and Administration Commission of the state Council agreed to the overall plan of the company’s major asset restructuring.
On December 3, 2018, the company obtained the reply on approving Guizhou Jiulian civil explosive equipment development Co., Ltd. to issue shares to poly Jiulian Holding Group Co., Ltd. to purchase assets (zjxk [2018] No. 1973) issued by China Securities Regulatory Commission.
In December 2018, the target companies of this transaction, Panjiang civil explosion, Kaiyuan explosion and Yinguang civil explosion, obtained the business license renewed by Qingzhen Administration for Industry and Commerce and Feixian market supervision and administration respectively, and the equity transfer procedures and relevant industrial and commercial registration have been completed. After the industrial and commercial change of this transaction, Panjiang civil explosion and Yinguang civil explosion became the wholly-owned subsidiaries of the company, and Kaiyuan explosion became the holding subsidiary of the company.
The new shares issued this time have gone through the share registration formalities in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on December 25, 2018 and listed on Shenzhen Stock Exchange on January 7, 2019.
2、 Performance commitment of major asset restructuring projects in 2018
During this major asset restructuring, the company and the performance promisor signed the performance commitment and profit compensation agreement and its supplementary agreement on February 13, 2018 and May 28, 2018 respectively.
The performance promisor promises that the net profit of each subject asset in 2018, 2019 and 2020 will not be less than the amount shown in the following table:
Unit: 10000 yuan
Company name performance commitment period
20182019 2020
Panjiang civil explosion 479527505198521754
Open source blasting 107832112801115388
Yinguang civil explosion 394916426450454902
Total 98227510444491092044
Note: the estimated net profit in the statement is the net profit attributable to the owner of the parent company after deducting non recurring profits and losses
According to the special audit report issued by an accounting firm qualified to engage in securities related business, if the net profit realized by the subject company in any accounting year during the compensation period is lower than the promised net profit in the same period, each performance promisor will make consideration compensation to the listed company in accordance with the performance commitment and profit compensation agreement and its supplementary agreement. Specifically, priority should be given to the shares held by the performance promisor at that time and subscribed for in this restructuring. The upper limit of the number of compensation shares is the number of shares subscribed by the performance promisor in this restructuring, and the insufficient part should be made up in cash.
According to the agreement on performance commitment and profit compensation agreement and its supplementary agreement signed by the company and the performance promisor on February 13, 2018 and May 28, 2018 respectively, and the report on the purchase of assets and related party transactions by issuing shares by Guizhou Jiulian civil explosive equipment development Co., Ltd. (Revised Version), If the net profit realized by the underlying asset in any accounting year within the compensation period is lower than the promised net profit in the same period, the counterparty will compensate the company for consideration in accordance with the agreement. Specifically, priority should be given to the shares held by the compensation obligor at that time and subscribed in this restructuring. The upper limit of the number of compensation shares is the number of shares subscribed by the counterparty in this restructuring, and the insufficient part should be made up in cash. The number of shares to be compensated shall be calculated and determined according to the following formula:
Current compensation amount = (current committed net profit – current actual net profit) ÷ total committed net profit of each year within the compensation period × Transaction price of underlying assets
Number of shares to be compensated in the current period = compensation amount in the current period / issue price of the shares
According to the performance commitment and profit compensation agreement and its supplementary agreement, if the company implements the conversion of provident fund or undistributed profits into share capital or share distribution during the performance commitment period, the aforesaid amount of share compensation in the current period shall be adjusted accordingly, that is, the amount of share compensation in the current period (after adjustment) = the amount of share compensation in the current period (before adjustment) × (1 + proportion of conversion to value-added shares or share offering).
If the company pays cash dividends during the performance commitment period, the cumulative cash dividend income corresponding to the current share compensation amount calculated by the counterparty according to the above formula shall be returned to the company.
3、 Performance realization of the target company during the performance commitment period
(I) achievement of original performance commitments of the target company
The original performance of the target company from 2018 to 2020 is as follows: 1. Panjiang civil explosion
Unit: 10000 yuan
Project 20182019 2020
Committed performance 479527505198521754
Actually completed 482800505525526444
Difference 32.73 3.27 46.90
Completion rate: 100.68%, 100.06%, 100.90%
2. Open source blasting
Unit: 10000 yuan
Project 20182019 2020
Committed performance 107832112801115388
Actually completed 131549130116129143
Difference 237.17 173.15 137.55
111.92% completion rate
3. Yinguang civil explosion
Unit: 10000 yuan
Project 20182019 2020
Committed performance 394916426450
