Securities code: Western Mining Co.Ltd(601168) securities abbreviation: Western Mining Co.Ltd(601168) No.: pro 2022007 Western Mining Co.Ltd(601168)
Announcement on related party transactions concerning the transfer of 27% equity of Qinghai Dongtai Jinaier lithium resources Co., Ltd. held by the controlling shareholder Western Mining Co.Ltd(601168) Group Co., Ltd
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. Important content tips:
The company acquired 27% equity of Qinghai Dongtai Jinaier lithium resources Co., Ltd. (hereinafter referred to as “lithium resources group”) held by the controlling shareholder Western Mining Co.Ltd(601168) Group Co., Ltd. (hereinafter referred to as “West Mining Group”) with the corresponding appraisal value of 3342647628 yuan.
This transaction constitutes a connected transaction, but does not constitute a major asset restructuring.
In the past 12 months, transactions with the same related party and transactions related to transaction types with different related parties have accumulated for 3 times, with an amount of 2299895 million yuan.
The price of battery grade lithium carbonate fluctuates greatly, and there is uncertainty in the future market price. At the same time, lithium resources company may face risk factors such as macroeconomic, industry competition and market demand changes in the process of operation, which will affect the company’s operating performance.
1、 Overview of related party transactions
In order to expand the company’s resource development field, closely follow the national new energy and new material industry policy, accelerate the transformation and upgrading of the company’s industrial structure, and constantly create a new profit growth point of the company, the company plans to transfer the 27% equity of lithium resources company held by the controlling shareholder xikuang group, actively participate in the development of lithium resources and intervene in the lithium battery new material industry. North Northking Information Technology Co.Ltd(002987) ASI Asset Appraisal Office (special general partnership), an asset appraisal institution with securities business qualification employed by the company, issued the asset appraisal report of all equity assets appraisal project of shareholders of Qinghai Dongtai Jinaier lithium resources Co., Ltd. involved in Western Mining Co.Ltd(601168) proposed transfer of equity (North ASI appraisal report Zi) on November 30, 2021 Based on the appraisal results confirmed in [2022] No. 01-055), the total equity value is 12380176400 yuan, and the 27% equity value of lithium resources company held by West Mining Group is 3342647628 yuan. Through negotiation, the transaction price is 3342647628 yuan. After the transfer, the company holds 27% equity of lithium resources company.
West Mining Group holds 30% of the company’s equity and is the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, this equity acquisition transaction constitutes a connected transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. According to the articles of association, rules of procedure of the general meeting of shareholders and other relevant provisions, the proposal still needs to be submitted to the general meeting of shareholders for deliberation.
As of this related party transaction, the related party transactions related to the same related party or different related parties in the past 12 months were more than 30 million yuan, and more than 5% of the absolute value of the company’s latest audited net assets.
2、 Introduction to related parties
1. Introduction to related party relationship
West Mining Group holds 30% equity of the company and is the controlling shareholder of the company. Lithium resources company is a joint-stock subsidiary of West Mining Group.
2. Basic information of related parties
Company name: Western Mining Co.Ltd(601168) Group Co., Ltd
Date of establishment: May 8, 2000
Nature of enterprise: other limited liability companies
Registered address: No. 56, Wusi street, Xining City, Qinghai Province
Registered capital: 160 million yuan
Legal representative: Zhang Yongli
Business term: May 8, 2000 to May 7, 2050
Business scope: investment and operation of mineral resources and energy projects (except those prohibited by national laws and regulations and those involving qualification certificates and licenses); Operating companies other than those prohibited and designated by the state
Export commodities; Operate import and export agency business; Commodity trade (excluding those involving license operation)
As of December 31, 2020, West Mining Group has total assets of 66083443600 yuan, net assets of 17184864900 yuan, operating income of 41363505600 yuan, total profit of 1471185600 yuan and net profit of 1072687300 yuan (the above data have been audited).
3、 Basic information of related party transactions
(I) subject matter of transaction
1. Name and category of transaction object: 27% equity of lithium resources company held by West Mining Group.
2. Description of ownership status of transaction object
The property right of the subject matter of this transaction is clear, there is no mortgage, pledge or any other restriction on transfer, there is no litigation, arbitration or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.
(II) basic information of the trading target company
1. Basic information of lithium resources company
Company name: Qinghai Dongtai Jinaier lithium resources Co., Ltd
Date of establishment: June 26, 2015
Registered capital: 840 million yuan
Legal representative: Wang Hong
Registered address: No. 111, commercial street, Kunlun Economic and Technological Development Zone, Golmud City
Business scope: open / underground mining of lithium ore, boron and potassium, production and sales of lithium salt, potassium salt, borate, magnesium salt, potassium sulfate magnesium fertilizer, lithium carbonate, potassium chloride fertilizer and potassium sulfate fertilizer, sales of industrial salt and industrial waste salt, urban water supply, power supply and gas supply services, development of lithium battery functional materials and lithium-ion batteries, Import and export of goods or technologies (excluding goods and technologies limited by the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Equity structure of lithium resources company
(1) Up to now, the equity structure of lithium resources company is as follows:
Serial number shareholder name contribution amount equity proportion contribution method (10000 yuan) (%)
1 Qinghai Taifeng Xianxian lithium energy technology Co., Ltd. 415800 49.5 monetary contribution
Capital contribution of the company
3 Qinghai Lianyu potash fertilizer Co., Ltd. 170856 20.34 contribution in kind
4. Contribution in kind of Qinghai Citic Guoan Information Industry Co.Ltd(000839) Technology Development Co., Ltd
5. Contribution of Qinghai state owned Assets Investment Management Co., Ltd. in 840.01 currency
Total / 84 Tcl Technology Group Corporation(000100) /
(2) After the equity transfer, the equity structure of lithium resources company is as follows:
Serial number shareholder name contribution amount equity proportion contribution method (10000 yuan) (%)
1 Qinghai Taifeng Xianxian lithium energy technology Co., Ltd. 415800 49.5 monetary contribution
2 Western Mining Co.Ltd(601168) 22680.0 27 monetary contribution
3 Qinghai Lianyu potash fertilizer Co., Ltd. 170856 20.34 contribution in kind
4. Contribution in kind of Qinghai Citic Guoan Information Industry Co.Ltd(000839) Technology Development Co., Ltd
5. Contribution of Qinghai state owned Assets Investment Management Co., Ltd. in 840.01 currency
Total / 84 Tcl Technology Group Corporation(000100) /
3. Financial indicators of lithium resources company in the latest year and the first period
(1) Main financial data sheet as of December 31, 2020 (audited)
Unit: 10000 yuan
Total assets net assets operating income total profit net profit
302367.06 107954.08 35,727.85 2,660.24 2,361.83
(2) Main financial data sheet as of November 30, 2021 (audited)
Unit: 10000 yuan
Total assets net assets operating income total profit net profit
265582.78 136312.26 67,819.32 33,500.96 28,358.18
Note: the financial statement audit institution of lithium resources company is Daxin Certified Public Accountants (special general partnership) with securities and futures business qualification.
4. Production and operation
At present, the lithium resources company is mainly engaged in the development of lithium resources in Jinaier Salt Lake, East Taiwan, and the processing and production of lithium carbonate products. The lithium boron potassium comprehensive development project of lithium resources company was approved and put on record in Qinghai Provincial Economic and Information Technology Commission in July 2016, with a total investment of 3.286 billion yuan. The construction scale and content include production units and supporting projects with an annual output of 30000 tons of lithium carbonate, 300000 tons of potassium fertilizer (potassium sulfate) and 30000 tons of boric acid. Lithium resources company has built and operated a 10000 ton battery grade lithium carbonate production line, while the holding subsidiary of Lithium Resources Company Qinghai Lithium Industry Co., Ltd. (hereinafter referred to as “Qinghai lithium industry”) operates a 10000 ton lithium carbonate production line. Lithium resources company applied the technology of selective migration of salt lake brine ions to synthesize lithium carbonate, which breakthrough solved the technical problem of extracting lithium salt from salt lake with high magnesium lithium ratio, and successfully produced high-quality lithium carbonate products by using the resources of Dongtai Jinaier salt lake. The products are widely used in the downstream industry of lithium battery and have been unanimously recognized by customers. Its production technology has high degree of automation, low labor intensity and low production cost, and its key core technology has reached the international advanced level. From January to November 2021, lithium resources company has produced 9510 tons of battery grade lithium carbonate products.
5. Market prospect
(1) Market prospect analysis
Under the background of “carbon peaking and carbon neutralization”, the state continues to promote the adjustment of energy structure and policies to promote the development of Shanxi Guoxin Energy Corporation Limited(600617) automobile industry. The agency predicts that the sales volume of Shanxi Guoxin Energy Corporation Limited(600617) vehicles will increase from 1.36 million in 2020 to 6 million in 2025, with a compound annual growth rate of 31.6%. Lithium ion battery has gradually become the main force of the power battery market with its advantages of high energy ratio, less free discharge, long cycle life and green environmental protection. At the same time, due to the uneven distribution of global lithium resources, the global salt lake lithium resources account for about 60% and spodumene resources account for about 30%. The lithium resources in the “lithium triangle” in South America account for 60%, and the lithium resources reserves in China account for 6%. China’s lithium resources are highly dependent on imports. In 2020, China’s output of lithium raw materials accounted for only 24% of the world, while the basic lithium salt smelting capacity reached 69% of the world, and the self supply rate of raw materials was only 32%. On the lithium resource side, due to different development conditions, the production capacity is not replicable, the expansion cycle is long and the capital expenditure is large. At the same time, subject to the restrictions of some national policies, it is also very difficult to obtain and control lithium resources, and the competition for lithium resources will become more and more intense. With the rapid growth of China’s and even the global new energy vehicle industry, the prosperity of lithium resource development and lithium battery industry continues to improve, and the prices of lithium battery materials such as lithium carbonate continue to rise. Due to the explosive development of the new energy industry and the slow expansion of production in the downstream, the tight situation of short supply may last for several years, so that the price of lithium carbonate may run high in a few years.
(2) Advantage analysis of lithium resources company
a. Resource advantages. Lithium resources company owns the mining right of East Taijinaier lake, and the lithium resource reserves have reached a super large scale. All the “lithium” required for the production of lithium carbonate (including after expanding the production to the scale of 30000 tons per year) are “self-sufficient”, and there is no need to purchase from abroad at a high cost, so that its production cost is low and its market competitiveness is strong.
b. Technical advantages. Qinghai lithium industry, the holding subsidiary of lithium resources company, has more than ten years of production experience in lithium carbonate products, and lithium resources company and its holding subsidiary Qinghai lithium have more than 50 patented technologies related to lithium carbonate production. In particular, Qinghai lithium industry is one of the first enterprises in China to overcome the technical problem of “magnesium lithium separation” in salt lake lithium extraction, The lithium carbonate products produced by it have stable quality and meet the battery level standard. In the future, lithium resources company will expand production capacity and expand salt lake lithium resources for production, which saves the R & D cycle and eliminates the need for a large amount of R & D investment.
c. Capacity advantage. Under the current market situation that lithium carbonate products are in short supply and lithium carbonate prices have repeatedly reached new highs, the capacity formed by lithium carbonate production enterprises is benefit and profit. At present, the lithium resources company and its holding subsidiary Qing
