Securities code: Xinjiang Tianshan Cement Co.Ltd(000877) securities abbreviation: Xinjiang Tianshan Cement Co.Ltd(000877) Announcement No.: 2022024
Xinjiang Tianshan Cement Co.Ltd(000877)
Announcement on the impairment test report of the subject assets of major asset restructuring
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.
In 2020, Xinjiang Tianshan Cement Co.Ltd(000877) (hereinafter referred to as "the company" or " Xinjiang Tianshan Cement Co.Ltd(000877) ") plans to purchase 100% equity of Zoomlion cement, 999274% equity of Nanfang cement, 957166% equity of Southwest cement and 100% equity of Sinoma cement from 26 counterparties including China National Building Materials Co., Ltd. (hereinafter referred to as "China National Building Materials") by issuing shares and paying cash, At the same time, it is proposed to raise matching funds of no more than 5 billion yuan by means of non-public offering of shares from no more than 35 qualified specific investors (hereinafter referred to as "this restructuring").
On March 2, 2021, after deliberation at the 33rd meeting of the seventh board of directors of the company, the company signed the impairment compensation agreement with China building materials to agree on the impairment test compensation arrangement of the underlying assets related to the reorganization, and submitted it to the second extraordinary general meeting of shareholders of the company in 2021 for deliberation and approval on April 1, 2021.
According to the relevant provisions of the impairment compensation agreement, the company conducted an impairment test on the underlying assets involved in this reorganization, and held the sixth meeting of the eighth board of directors on March 25, 2022, which deliberated and adopted the proposal on the impairment test report of the underlying assets of major asset reorganization. The specific conditions related to the impairment test are hereby announced as follows:
(unless otherwise specified, the abbreviation involved in this announcement has the same meaning as that in the report on Xinjiang Tianshan Cement Co.Ltd(000877) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions)
1、 Basic information of this reorganization
On September 9, 2021, the company received 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) issued by China Securities Regulatory Commission. For details, please refer to the company's reply on securities times and cninfo (www.cn. Info. Com. CN.) on September 10, 2021 Announcement on the approval of China Securities Regulatory Commission on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Announcement No.: 2021073).
As of the disclosure date of this announcement, the company has completed the work related to the delivery of the underlying assets and the issuance and listing of new shares involved in the issuance of shares, the payment of cash to purchase assets and the raising of supporting funds and related party transactions.
2、 Impairment compensation arrangement
According to the impairment compensation agreement signed between the company and China building materials, the impairment compensation period of this reorganization is three consecutive fiscal years after the delivery date of this reorganization (including the year of the delivery date of this reorganization). Within three months from the end of each fiscal year during the impairment compensation period, Xinjiang Tianshan Cement Co.Ltd(000877) will hire an appraisal institution to purchase 100% equity of China United Cement Group Co., Ltd., 8510134% equity of South China Cement Co., Ltd., 7992845% equity of Southwest Cement Co., Ltd. and The 100% equity of Sinoma Cement Co., Ltd. (hereinafter collectively referred to as the "subject assets of impairment test") shall be evaluated and a special evaluation report shall be issued. According to the evaluation results, Xinjiang Tianshan Cement Co.Ltd(000877) will conduct impairment test on the total value of the assets subject to impairment test in each accounting year, and hire an accounting firm with securities and futures business qualification to issue a special audit report on impairment test (hereinafter referred to as "special audit report on impairment test").
If the total closing value of the assets subject to the impairment test in any accounting year during the impairment compensation period (specifically the assessed value of the assets subject to the impairment test at the end of the accounting year) is impaired compared with the total transaction value of the assets subject to the impairment test in this reorganization, China building materials will compensate for such impairment amount (hereinafter referred to as the "closing impairment amount of the assets subject to the impairment test") with the shares of Xinjiang Tianshan Cement Co.Ltd(000877) obtained in this reorganization, The compensation shares shall be repurchased and cancelled by Xinjiang Tianshan Cement Co.Ltd(000877) at a total price of 1 yuan. The number of compensation shares is calculated according to the following formula:
The number of compensation shares = the ending impairment amount of the underlying asset in the accounting year / issue price - the cumulative number of compensated shares of China building materials during the impairment compensation period
If the ending impairment amount of the subject asset of the impairment test in this fiscal year is less than the ending impairment amount of the subject asset compensated by China building materials in previous years, there is no need to compensate in this fiscal year, and the shares compensated in previous years will not be returned. When calculating the ending impairment amount of the above-mentioned target assets, the impact of capital increase, capital reduction, gift acceptance and profit distribution of the target company during the impairment compensation period shall be deducted.
3、 Preparation basis of impairment test report
The company prepared the impairment test report in accordance with the relevant provisions of the administrative measures for major restructuring of listed companies and the impairment compensation agreement, and Tianzhi International Certified Public Accountants (special general partnership) issued the special audit report on equity impairment test involved in Xinjiang Tianshan Cement Co.Ltd(000877) issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions (Tianzhi Zi [2022] No. 13934).
The company's impairment test on the underlying assets involved in this restructuring on December 31, 2021 is based on the valuation report on the value of all shareholders' equity of Nanfang Cement Co., Ltd. involved in Xinjiang Tianshan Cement Co.Ltd(000877) proposed equity impairment test of Nanfang Cement Co., Ltd. (Walker international consultative report Zi (2022) No. 0129) issued by Walker (Beijing) International Asset Appraisal Co., Ltd Valuation report on the value of all shareholders' equity of Southwest Cement Co., Ltd. involved in Xinjiang Tianshan Cement Co.Ltd(000877) proposed equity impairment test of Southwest Cement Co., Ltd. (walkson international consultative report Zi (2022) No. 0130) Valuation report on the value of all shareholders' equity of China United Cement Group Co., Ltd. involved in Xinjiang Tianshan Cement Co.Ltd(000877) proposed equity impairment test of China United Cement Group Co., Ltd. (walkson international consultative report Zi (2022) No. 0131) Valuation report on the value of all shareholders' equity of Sinoma Cement Co., Ltd. involved in Xinjiang Tianshan Cement Co.Ltd(000877) proposed equity impairment test of Sinoma Cement Co., Ltd. (walkson international consultative report Zi (2022) No. 0132).
4、 Impairment test results
It is estimated that as of December 31, 2021, the assessed value of the subject assets of the impairment test is higher than the transaction price, and there is no impairment.
It is hereby announced.
Xinjiang Tianshan Cement Co.Ltd(000877) board of directors March 25, 2022
