Securities code: Shandong Yulong Gold Co.Ltd(601028) securities abbreviation: Shandong Yulong Gold Co.Ltd(601028) Announcement No.: 2022013 Shandong Yulong Gold Co.Ltd(601028)
Reply to the inquiry letter of Shanghai Stock Exchange on the acquisition of 100% equity of nqm company by the company's wholly-owned subsidiary and related party transactions
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:
According to the latest operation of the target company and the latest negotiation between the parties to the transaction, the estimated price of this transaction is about 186 million Australian dollars, which is about 900 million yuan after conversion into RMB. The target company has committed a cumulative net profit of about $116 million in 2022, 2023 and 2024. The final trading price and performance commitment amount will be based on the evaluation report issued by the evaluation institution with securities and futures business qualification, and the written agreement signed by the trading parties shall prevail.
This transaction still needs to perform a number of approval / filing procedures, including but not limited to the deliberation of the board of directors / general meeting of shareholders of listed companies, the review of Australian Foreign Investment Review Commission, the filing of Shandong development and Reform Commission, etc. Whether the transaction can obtain the above approval or approval and the acquisition time are facing certain uncertainty, and there is a risk of transaction failure due to failure of approval. Please pay attention to the investment risk.
The main product of the target company is standard gold, and the trading price of standard gold is closely related to the gold price in the international market. The international gold price is constantly fluctuating under the influence of global macro political and economic factors (such as inflation, exchange rate, oil price and political situation), which brings uncertainty to the future performance of the target company. The risk of further fluctuation of gold price cannot be ruled out in the future, Please pay attention to investment risks.
During the performance commitment period, in case of unexpected macroeconomic fluctuations, force majeure, intensified market competition, sharp decline in gold price, etc., the subject company has the risk that the performance commitment cannot be realized. Please pay attention to the investment risk.
Shandong Yulong Gold Co.Ltd(601028) (hereinafter referred to as the "company", " Shandong Yulong Gold Co.Ltd(601028) " and "listed company") received the inquiry letter on matters related to the acquisition of 100% equity of nqm company by Shandong Yulong Gold Co.Ltd(601028) wholly-owned subsidiary and related party transactions by Shandong Yulong Gold Co.Ltd(601028) wholly-owned subsidiary (shgh [2022] No. 0022) (hereinafter referred to as the "inquiry letter") issued by the management department of listed companies of Shanghai Stock Exchange on January 12, 2022, The company is required to reply to the questions related to the inquiry letter. For details, see the announcement of Shandong Yulong Gold Co.Ltd(601028) on receiving the inquiry letter from Shanghai Stock Exchange on the acquisition of 100% equity of nqm company and related party transactions by the wholly-owned subsidiary of the company (Announcement No.: 2022001) disclosed by the company on January 13, 2022.
According to the relevant requirements of the inquiry letter, the company has carefully analyzed and implemented the relevant problems one by one together with relevant parties and intermediaries, and the reply to the relevant matters is as follows:
Question 1 At present, the company focuses on commodity trade. In the early stage, the company disclosed that it changed its name and changed its business scope to beneficiation, mineral washing and processing, and planned to acquire gold mine assets in Australia. The assets are the related assets of Jigao holdings, the current controlling shareholder of the company. The purchase consideration is paid by the subsidiary of the company. Tianye Group still owes 1.225 billion yuan to Jigao holdings. The transaction was terminated in May 2021. The company is requested to make supplementary disclosure: (1) the reasons and main considerations of the company's two plans to acquire the related assets of the current controlling shareholder Jigao holdings, whether it is conducive to the long-term development of the listed company, whether this transaction is related to the previous transaction, and whether there are other interest arrangements between the company, Jinan High-Tech Development Co.Ltd(600807) , Jigao holdings and Tianye Group; (2) Explain whether the directors, supervisors and senior managers of the company are diligent and responsible in the decision-making process of this transaction, and invite independent directors to express their opinions.
reply:
1、 The reasons and main considerations for the company's two planned acquisitions of the related assets of the current controlling shareholder Jigao holdings, whether it is conducive to the long-term development of the listed company, whether this transaction is related to the previous transaction, and explain whether there are other interest arrangements among the company, Jinan High-Tech Development Co.Ltd(600807) , Jigao holdings and Tianye Group;
(I) the reasons and main considerations for the company's twice planned acquisition of the related assets of the current controlling shareholder Jigao holdings, whether it is conducive to the long-term development of the listed company
The exploration, mining, selection and trade of gold and precious metals is one of the important directions for the future business development of listed companies, which is conducive to enhancing the profitability and market risk resistance of listed companies, and improving the market competitiveness and sustainable development ability of listed companies.
The controlling shareholder of the company Jinan High-Tech Development Co.Ltd(600807) Holding Group Co., Ltd. (hereinafter referred to as "Jigao holding") and its related parties have been deeply cultivated in the field of gold minerals for many years, and have reserved a number of high-quality gold projects with large resource reserves and sustained and stable gold production. In the critical period of Shandong Yulong Gold Co.Ltd(601028) extending the layout of industrial chain and realizing extensive expansion, the controlling shareholders can enable the listed companies to achieve leapfrog development by integrating internal resources and help the listed companies speed up the pace of entering the "track" of gold mining.
In the previous transaction, Shandong Lanjing Mining Co., Ltd., a wholly-owned subsidiary of Shandong Yulong Gold Co.Ltd(601028) intends to acquire the assets of Batuo gold mine held by Shandong Tianye Real Estate Development Group Co., Ltd. Mingar Jinyuan, a wholly-owned subsidiary of Jinan High-Tech Development Co.Ltd(600807) is responsible for the daily management of Batuo gold mine. Batuo gold mine is rich in resources, has relatively mature production and operation basis and conditions, and has great potential to further extend the service life by increasing investment in resource exploration. The company's previous acquisition of Batuo gold mine, the custody asset of Jinan High-Tech Development Co.Ltd(600807) is based on the consideration of the company's future development needs. Later, in view of the great changes in the external macro environment such as the international economic situation, after careful and full demonstration by the company, the company decided to terminate the Bato gold mine transaction through consultation with the relevant parties of the transaction.
The acquisition of the assets of the two listed companies under the control of the state-owned gold mine technology management committee is an indirect transaction between the two listed companies. The management team of the company and the intermediaries employed have carried out comprehensive due diligence and feasibility study on the resource reserves, geological exploration, production scheduling design, financial norms, legal compliance and other aspects of the subject assets. Pakingo gold mine has a history of gold mining for more than ten years. It has gold resources that meet the JORC standard of Australia, with a volume of about 1.6 million ounces, and its production and operation is stable. The acquisition of pajinge gold mine project is based on the consideration of the medium and long-term development planning and actual business needs of the listed company, which can enable the listed company to quickly enter the business fields of gold exploration, mining and beneficiation, form a good business synergy with the company's existing bulk commodity trade such as gold, precious metals, non-ferrous metals and iron ore, which is conducive to the long-term development of the listed company and create greater value for shareholders.
(II) whether this transaction is related to the previous transaction, and explain whether there are other interest arrangements between the company, Jinan High-Tech Development Co.Ltd(600807) , Jigao holdings and Tianye Group
The underlying asset of the previous transaction, Batuo gold mine, is owned by Shandong Tianye Real Estate Development Group Co., Ltd. and managed by mingjiajinyuan, a wholly-owned subsidiary of Jinan High-Tech Development Co.Ltd(600807) and was terminated in view of the great changes in the external macro environment such as the international economic situation. In order to enable the listed company to quickly cut into the business fields of gold exploration, mining and beneficiation and steadily achieve the objectives of the company's medium and long-term development plan, Shandong Yulong Gold Co.Ltd(601028) after long-term investigation and investigation of pajinge gold mine, after careful research, it is decided to start the acquisition of pajinge gold mine.
Pakingo gold mine assets are indirectly controlled by mingar Jinyuan, a wholly-owned subsidiary of Jinan High-Tech Development Co.Ltd(600807) technology industry development zone. Therefore, this transaction belongs to the internal asset reorganization between two state-controlled listed companies ( Shandong Yulong Gold Co.Ltd(601028) and Jinan High-Tech Development Co.Ltd(600807) ) under the same control of the Management Committee of Jinan High-Tech Development Co.Ltd(600807) Technology Industry Development Zone, and does not involve new overseas investment Shandong Yulong Gold Co.Ltd(601028) acquisition of pajinge gold mine controlled by brother company is in line with the medium and long-term strategic planning of the listed company, which is conducive to enhancing the market competitiveness and sustainable development of the listed company; On the other hand, internal asset restructuring is also the most effective way for listed companies to enter the gold mining track and quickly realize business upgrading.
To sum up, although the two transactions belong to the strategic measures of Shandong Yulong Gold Co.Ltd(601028) implementing business upgrading and extensive asset M & A, there is no substantive relationship between the two transactions.
In this transaction, except for the relevant arrangements disclosed by Shandong Yulong Gold Co.Ltd(601028) and Jinan High-Tech Development Co.Ltd(600807) on signing the equity transfer agreement and its supplementary agreement, Shandong Yulong Gold Co.Ltd(601028) , Jinan High-Tech Development Co.Ltd(600807) , Jigao holdings and Tianye Group have no other interest arrangements.
2、 Explain whether the directors, supervisors and senior managers of the company are diligent and responsible in the decision-making process of this transaction, and invite independent directors to express their opinions.
In this transaction, the directors, supervisors and senior managers of the listed company have carefully reviewed the relevant reports and materials of the underlying assets, paid full attention to the major risks of this transaction, and repeatedly demonstrated the scheme before performing the decision-making procedures.
In addition, some of the current directors, supervisors and senior managers of the listed company visited pajingo mining area in 2018 and 2019 before the outbreak of the epidemic, and learned about the actual operation of the target company. The details are as follows:
In November 2018, Mr. Wang Hao, chairman of the board of supervisors of the company (then deputy general manager of Jigao Holdings), accompanied the delegation to pajinge mining area to listen to the overall operation of the project, understand the mining plan, development strategy and other operation and management matters, and conduct on-site investigation.
From May to June 2019, Mr. Zhang Peng, the director of the company, went to pajinge mining area (then Jinan High-Tech Development Co.Ltd(600807) deputy general manager) to listen to the on-site report of the management of the target company and understand the relevant arrangements for the construction of Lynn mining section.
In October 2019, Mr. Lai Yuchen, vice chairman of the company (then Shandong Yulong Gold Co.Ltd(601028) chairman) and Mr. Zhang Peng, director of the company, went to pajinge mining area to listen to the report of the mining area management team on the on-site underground mining mode, exploration progress and the basic situation of lin'en mining section, and held consultations on the future development, construction and Prospect of the project.
In December 2019, Mr. Niu Lei, chairman of the company (then Jinan High-Tech Development Co.Ltd(600807) vice chairman and Secretary of the board of directors) and Mr. Zhang Peng, director of the company, investigated pajinge mining area on site, conducted field survey on concentrator, underground mining area and Lynn ramp, and mastered the operation situation.
The procedures, voting procedures and methods are in line with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange, the securities law and the articles of association, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized investors.
In this transaction, pajinge gold mine held by the target company has relatively rich gold resources and stable production and operation. This transaction is expected to enhance the profitability of the listed company, meet the needs of the main business development of the listed company and the interests of the listed company and all shareholders. The directors, supervisors and senior managers of listed companies have fulfilled their obligations of diligence and responsibility.
The opinions of independent directors are as follows:
1. Since the preparation of this transaction, the directors, supervisors and senior managers of the company have performed corresponding duties on the decision-making, implementation and promotion of this transaction in accordance with the provisions of relevant laws and regulations and the articles of association, adhering to the principle of diligence and responsibility. In this transaction, the company and all directors, supervisors and senior managers paid close attention to and attached great importance to the work and progress of this transaction in the process of promoting and making decisions, and hired intermediaries to follow up the whole process and provide professional opinions for decision-making.
2. The directors, supervisors and senior managers of the company have reviewed in detail the materials related to the subject assets provided by intermediaries such as accountants and appraisers. The audit committee and the independent directors have conducted a pre audit on this connected transaction, the independent directors have expressed their independent opinions, and the connected directors have avoided voting in the board of directors.
3. The price of this connected transaction is based on the appraisal value of the target company confirmed in the appraisal report issued by the asset appraisal institution with securities and futures business qualification. The transaction is fair and reasonable, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized investors;
4. This related party transaction is an important measure for the company to broaden its business layout, realize extensive expansion and improve its sustainable development ability. It meets the national industrial policies and business development needs, will not have an adverse impact on the company's operation, and will not damage the interests of listed companies, minority shareholders and non related shareholders;
5. The scheme of this connected transaction complies with the provisions of the securities law, the Listing Rules of Shanghai Stock Exchange and other relevant laws and regulations, and is operable.
To sum up, the directors, supervisors and senior managers of the company have fulfilled their obligations of diligence and responsibility in the decision-making process of this transaction.
Question 2 The announcement shows that the estimated transaction price of this acquisition is 913 million yuan, and the payment method is cash payment. 50% will be paid within 5 working days from the date of deliberation and approval by the general meeting of shareholders of both parties and 10 working days from the date of delivery of the underlying assets. At present, the company's main business is commodity trade and has high requirements for capital liquidity. The company is requested to make supplementary disclosure: (1) the basis and rationality of the estimated transaction price; (2) The financing plan and arrangement of this acquisition, including but not limited to the payment proportion and amount of self owned funds and bank loans, bank loan interest rate and repayment term, etc; (3) Explain the impact of the above payment arrangements on the company's financial expenses, asset liability ratio and daily operating liquidity, and whether it will bring capital pressure to the company's current main business. reply:
1、 Basis and rationality for determining the estimated transaction price
(I) basis for determining the estimated transaction price
This transaction is planned to use the evaluation result of income method as the transaction consideration. As of the date of this reply announcement, the appraisal of the subject assets is still in progress. Taking into account the resource reserves, estimated recoverable life, estimated input, cost and other factors of the underlying asset, the estimated value of Australian dollar in this transaction is determined, which is converted into RMB according to the exchange rate on the base date as the consideration of this transaction. According to the latest operation of the target company, the estimated value of Australian dollars in this transaction is about 186 million Australian dollars, and the transaction consideration after conversion into RMB is about 900 million yuan.
According to the appraisal progress, this transaction intends to use the income method and market method to evaluate the underlying assets. Considering that the products of the target company have relatively stable and reliable market demand, and the expected income and risk in the future can be reasonably estimated, it is reasonable to choose the income method to predict and evaluate the target assets. At the same time, for the resource mining industry where the target company is located, on the premise that the resource reserves, service life, product price, cost structure, investment scale and other factors can be reasonably determined, the prediction and evaluation using the income method can more objectively reflect the value of the target assets.
The listed company has hired an asset appraisal institution in line with the provisions of the securities law to check the subject capital
