Securities code: Xinjiang Tianshan Cement Co.Ltd(000877) securities abbreviation: Xinjiang Tianshan Cement Co.Ltd(000877) Announcement No.: 2022020
Xinjiang Tianshan Cement Co.Ltd(000877)
Issue of shares and payment of cash to purchase assets and raise matching funds and related party transactions
Announcement of profit and loss of the underlying asset during the transition period
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.
Xinjiang Tianshan Cement Co.Ltd(000877) (hereinafter referred to as “the company” or ” Xinjiang Tianshan Cement Co.Ltd(000877) “) issued shares and paid cash to 26 counterparties including China Building Materials Co., Ltd. to purchase 100.00% equity of China United Cement Group Co., Ltd. (hereinafter referred to as “Zhonglian cement”), 999274% equity of Nanfang Cement Co., Ltd. (hereinafter referred to as “Nanfang cement”) Southwest Cement Co., Ltd. (hereinafter referred to as “Southwest cement”) has 957166% equity and Sinoma Cement Co., Ltd. (hereinafter referred to as “Sinoma cement”) has 100.00% equity and other assets. At the same time, it plans to raise supporting funds by non-public offering of shares to no more than 35 qualified specific objects.
The China Securities Regulatory Commission has issued the reply on approving Xinjiang Tianshan Cement Co.Ltd(000877) to issue shares to China Building Materials Co., Ltd. to purchase assets and raise supporting funds (zjxk [2021] No. 2921) and approved the matters related to this reorganization; 100.00% equity of Zoomlion cement, 999274% equity of Nanfang cement, 957166% equity of Southwest cement and 100.00% equity of Sinoma cement have been transferred respectively. The registration procedures for new shares involved in the purchase of assets and the raising of supporting funds have been completed, and the new shares have been listed on November 2, 2021 and February 25, 2022 respectively.
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) on September 10, 2021, September 30, 2021, October 29, 2021 and February 24, 2022 The announcement of Xinjiang Tianshan Cement Co.Ltd(000877) on the issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions approved and approved by the CSRC (Announcement No.: 2021073), the announcement of Xinjiang Tianshan Cement Co.Ltd(000877) on the issuance of shares and payment of cash to purchase assets and raise supporting funds and the completion of the transfer of the subject assets of related party transactions (Announcement No.: 2021078) Announcement of Xinjiang Tianshan Cement Co.Ltd(000877) on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions and listing of new shares, announcement of Xinjiang Tianshan Cement Co.Ltd(000877) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions and listing of new shares.
1、 Profit and loss arrangement during the transition period of the underlying asset
According to the agreement on issuing shares to purchase assets and its supplementary agreement signed by Xinjiang Tianshan Cement Co.Ltd(000877) and relevant counterparties, the arrangement of “ownership of profits and losses during the period” in this restructuring is as follows:
During the transition period of reorganization, the original shareholders of the target company before the reorganization shall enjoy / bear the increase / decrease of owner’s equity attributable to the parent company due to profit, loss or other reasons of Zoomlion cement, Nanfang cement, southwest cement and Sinoma cement (hereinafter referred to as “the target company”).
2、 Transition period for delivery of underlying assets
According to the agreement on issuing shares to purchase assets and its supplementary agreement signed by the company and relevant counterparties, the acquisition benchmark date of this reorganization is June 30, 2020, the delivery audit benchmark date is September 30, 2021, and the transition period of this reorganization is from July 1, 2020 to September 30, 2021 (inclusive).
3、 Audit of subject assets during transition period
The company hired Tianzhi International Certified Public Accountants (special general partnership) and ShineWing Certified Public Accountants (special general partnership) to conduct a special audit on the profits and losses of the subject assets during the transition period of this reorganization, and issued the special audit report of China United Cement Group Co., Ltd. (tianshiye Zi [2022] No. 14563), the special audit report of Nanfang Cement Co., Ltd. (tianshiye Zi [2022] No. 15630) Special audit report of Southwest Cement Co., Ltd. (Tian shiye Zi [2021] No. 43493) and special audit report on changes in net assets of Sinoma Cement Co., Ltd. during the transition period (xyzh / 2021bjaa30889).
According to the above special audit report, during the transition period of this restructuring, the owner’s equity attributable to the parent company of Zoomlion cement increased by 838990200 yuan (the added value of owner’s equity attributable to the parent company after deducting other equity instruments – perpetual bonds), the owner’s equity attributable to the parent company of Nanfang cement increased by 6642414600 yuan, and the owner’s equity attributable to the parent company of Southwest cement increased by 6941500 yuan, The owner’s equity of Sinoma cement attributable to the parent company increased by 1462780600 yuan.
To sum up, the target company did not incur losses during the transition period, and the increased part of the owner’s equity of the target company attributable to the parent company during the transition period was enjoyed by the original shareholders of the target company before the reorganization.
4、 Documents for future reference
1. Special audit report of China United Cement Group Co., Ltd. (Tian Zhi Ye Zi [2022] No. 14563) issued by Tianzhi International Certified Public Accountants (special general partnership).
2. Special audit report of Nanfang Cement Co., Ltd. (Tian Zhi Ye Zi [2022] No. 15630) issued by Tianzhi International Certified Public Accountants (special general partnership).
3. Special audit report of Southwest Cement Co., Ltd. (Tian Zhi Ye Zi [2021] No. 43493) issued by Tianzhi International Certified Public Accountants (special general partnership).
4. Special audit report on changes in net assets of Sinoma Cement Co., Ltd. during the transition period (xyzh / 2021bjaa30889) issued by ShineWing Certified Public Accountants (special general partnership)
It is hereby announced.
Xinjiang Tianshan Cement Co.Ltd(000877) board of directors March 21, 2022
