Securities code: Poly Union Chemical Holding Group Co.Ltd(002037) securities abbreviation: Poly Union Chemical Holding Group Co.Ltd(002037) Announcement No.: 202212 Poly Union Chemical Holding Group Co.Ltd(002037)
Notes on the correction of the achievement of major asset restructuring performance commitments in 2018
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.
1、 Overview of the transaction scheme
(I) overview of reorganization plan
In this transaction, Poly Union Chemical Holding Group Co.Ltd(002037) (hereinafter referred to as “the company” and “the company”) to Guizhou Panjiang chemical (Group) Co., Ltd. and Guizhou industrial investment (Group) Co., Ltd. (now renamed “Guizhou Wujiang Energy Investment Co., Ltd”) Wengfu (Group) Co., Ltd. issued shares to purchase 100% equity of Guizhou Panjiang civil explosive Co., Ltd. (hereinafter referred to as “Panjiang civil explosive”); Issue shares to Guizhou Panjiang chemical (Group) Co., Ltd. and Qiandongnan Kaishan Blasting Engineering Co., Ltd. to purchase 94.75% equity of Guizhou Kaiyuan Blasting Engineering Co., Ltd. (hereinafter referred to as “Kaiyuan blasting”); Issue shares to poly Jiulian Holding Group Co., Ltd. and Shandong Yinguang Chemical Group Co., Ltd. to purchase Shandong Yinguang civil explosive equipment Co., Ltd. (now renamed “poly aoruikai (Shandong) Mining Service Co., Ltd.), Hereinafter referred to as “Yinguang civil explosion”) 100% equity (“Yinguang civil explosion”, “Panjiang civil explosion”, “Kaiyuan explosion” are collectively referred to as “target company”, “Yinguang civil explosion 100% equity”, “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 purchase of assets in this transaction, and taking December 31, 2017 as the appraisal base date, the appraisal value of the underlying assets of this transaction is shown in the following table:
Unit: 10000 yuan
Net book value increment rate of net book value increment rate
Appraisal value of assets to be purchased (parent company (merger) (transaction pricing of parent company (merger))
Diameter (diameter) (diameter)
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 is the audited financial data of the purchased assets 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 respectively
1510714 million yuan and 4702928 million yuan. 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.
(II) review and approval
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, and agreed in principle with 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.
(III) completion of reorganization
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 completion of this change, Panjiang civil blasting and Yinguang civil blasting became the wholly-owned subsidiaries of the company, and Kaiyuan blasting became the holding subsidiaries 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
In the process of this major asset reorganization, the company and Guizhou Panjiang chemical (Group) Co., Ltd., Guizhou industrial investment (Group) Co., Ltd. (now renamed Guizhou Wujiang Energy Investment Co., Ltd.), Wengfu (Group) Co., Ltd., Qiandongnan Kaishan Blasting Engineering Co., Ltd Poly Jiulian Holding Group Co., Ltd. and Shandong Yinguang Chemical Group Co., Ltd. (hereinafter referred to as “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 target company 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 table 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 underlying asset in any accounting year within the compensation period is lower than the committed 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 and the counterparty 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.
3、 Implementation of original performance commitments
The original performance of the target company from 2018 to 2020 is as follows:
(I) 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%
(II) open source blasting
Unit: 10000 yuan
Project 20182019 2020
Committed performance 107832112801115388
Actually completed 131549130116129143
Difference 237.17 173.15 137.55
Completion rate 121.99%, 115.35%, 111.92%
(III) Yinguang civil explosion
Unit: 10000 yuan
Project 20182019 2020
Committed performance 394916426450454902
Actually completed 395971429034455348
Difference 10.55 25.84 4.46
Completion rate: 100.27%, 100.61%, 100.10%
Note: 1 The actually completed amount is the net profit of the target company after deducting non recurring profits and losses attributable to the owner of the parent company. 2. According to the announcement of Guizhou Jiulian civil explosive equipment development Co., Ltd. on establishing a joint venture with aoruikai Holding Co., Ltd. (No. 201927), the company stripped 85% of the equity of its wholly-owned subsidiary, Turpan Yinguang civil explosive equipment Co., Ltd. (hereinafter referred to as “Turpan civil explosive”), accounting for 51% of the shares of the joint venture. Therefore, Yinguang civil explosion made a resolution on January 2, 2019 to transfer all the equity of Turpan civil explosion to the company. The subject matter of the commitment includes Turpan civil explosion, so the performance of Yinguang civil explosion here includes Turpan civil explosion
