Securities code: Pingdingshan Tianan Coal Mining Co.Ltd(601666) stock abbreviation: Pingdingshan Tianan Coal Mining Co.Ltd(601666) No.: 2022030 Pingdingshan Tianan Coal Mining Co.Ltd(601666)
Announcement on the establishment of a joint venture
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:
● name of investment object: Henan pingmeishen marufeng carbon material Co., Ltd. (hereinafter referred to as "new company", tentative name, subject to the approval of the Department of industry and Commerce)
● registered capital: 1 billion yuan
● equity structure: Pingdingshan Tianan Coal Mining Co.Ltd(601666) contributed 70 million yuan, accounting for 70% of the shares; Rufeng coking invested 300 million yuan, accounting for 30%.
● special risk warning: the final signed version of this investment contract shall prevail; The final information of the joint venture shall be subject to the industrial and commercial registration.
1、 Overview of foreign investment
In order to extend the industrial chain of listed companies and expand the comprehensive strength of enterprises, the company plans to invest 70 million yuan to establish a joint venture with Rufeng coking to build a coking project with an annual output of 1.2 million tons.
2、 Feasibility of the project
(I) jnx3-70-2 coke oven is built in this project, which has the characteristics of advanced and reliable process, high product quality and low consumption quota. It has complete environmental protection facilities and high equipment level. The environmental protection level meets the requirements of the latest national standard gb161712012, and the cleaner production level reaches the advanced level of the national cleaner production level II standard.
(II) the coke produced by jnx3-70-2 top charging coke oven has high mechanical strength, appropriate and uniform compactness, uniform pores, moderate reactivity, high strength after reaction and strong alkali resistance. It is more in line with the quality requirements of coke for smelting large volume blast furnace. It is more popular and competitive in large steel mills. (III) according to the feasibility study report of equipment large-scale transformation and upgrading project of Ruzhou RUFENG Coking Co., Ltd. issued by MCC jiaonai (Dalian) Engineering Technology Co., Ltd., after the project is completed and put into operation, the annual coke production capacity is 1.2 million tons, the annual operating income is 269647 million yuan, the total annual profit is 2446615 million yuan, the total return on investment is 13.69%, the total investment payback period (before tax) is 7.1 years, and the sales profit rate is 9.17%, 7% higher than the benchmark yield of coking industry.
To sum up, the project has good economic and social benefits, obvious advantages in necessity and feasibility, and significant energy-saving and environmental benefits. The construction of the project is necessary and feasible.
3、 Basic information of foreign investment
(I) introduction to the joint venture
1. Company Name: Ruzhou RUFENG Coking Co., Ltd
2. Company address: Yingzhang village, Mangchuan Town, Ruzhou City, Henan Province (industrial cluster area of Ruzhou city) Registered capital: 250 million yuan
4. Legal representative: Li Zhuanwei
5. Date of establishment: January 6, 2004
6. Business scope: coke manufacturing, raw coal washing, coal chemical products (excluding hazardous chemicals) manufacturing and sales; Production of coal gas, crude benzene, coal tar and sulfur.
The company is a large-scale coal coking enterprise integrating coke smelting, clean coal washing, chemical product recovery and commercial gas external supply. With the adjustment of national industrial policies and the coordination of Pingdingshan Municipal People's government and Ruzhou Municipal People's government, Rufeng coking company and the company combine the existing production capacity, implement environmental protection reduction and substitution, and invest in new coking projects.
(II) basic information of the proposed company
1. Company Name: Henan pingmeishen marufeng carbon material Co., Ltd. (hereinafter referred to as "new company", tentative name, subject to the approval of the industrial and commercial department);
2. Company address: industrial cluster area of Ruzhou City, Mangchuan Town, Ruzhou City, Henan Province;
3. Registered capital: 1 billion yuan (including Pingdingshan Tianan Coal Mining Co.Ltd(601666) contribution of 700 million yuan and Rufeng coking contribution of 300 million yuan. Both shareholders contribute in currency);
4. Company nature: limited liability company;
5. Business scope: manufacturing of coke, gas, coal, tar, crude benzene, carbon black, ammonium sulfate, sulfur, sulfuric acid and synthetic ammonia, deep processing products of coke oven gas, washing and beneficiation of raw coal, processing of mechanical parts, sales of mineral products, alloy products and steel products, and China's trade business. (the above items shall be subject to the approval of the company registration authority)
(III) main contents of foreign investment cooperation agreement
1. Equity structure: Pingdingshan Tianan Coal Mining Co.Ltd(601666) contributed 70 million yuan, accounting for 70% of the shares; Rufeng coking invested 300 million yuan, accounting for 30%.
2. Mode of contribution: Pingdingshan Tianan Coal Mining Co.Ltd(601666) and Rufeng coking both contribute in currency.
3. Corporate governance structure: the new company has a board of directors with 5 directors, including 3 Directors recommended by Pingdingshan Tianan Coal Mining Co.Ltd(601666) and 1 employee director recommended by Rufeng coking. The chairman and legal representative are assumed by the Directors recommended by Pingdingshan Tianan Coal Mining Co.Ltd(601666) ; The new company sets up a board of supervisors, which is composed of three supervisors, including one recommended by Pingdingshan Tianan Coal Mining Co.Ltd(601666) Rufeng coking, one employee supervisor, and the chairman of the board of supervisors is the supervisor recommended by Rufeng coking. The general manager and chief financial officer of the company are recommended by Pingdingshan Tianan Coal Mining Co.Ltd(601666) and appointed by the board of directors.
4. Pingdingshan Tianan Coal Mining Co.Ltd(601666) is responsible for the operation and management of the new company. Rufeng coking does not participate in the operation and management of the new company and does not provide guarantee or mortgage guarantee for the financing of the new company. However, Rufeng coking has the right to supervise the operation and management such as financial audit and supervisor.
5. The new company uses the Shanghai Pudong Development Bank Co.Ltd(600000) tons of coke production capacity index shut down by the former Henan Pingmei Shenma Chaochuan Chemical Technology Co., Ltd. and the 700000 tons of coke production capacity index shut down by Rufeng coking Institute to reduce energy and replace the construction of 1.2 million tons of coking projects with supporting construction of related chemical products and deep processing projects. The coking capacity index refers to the market transaction price and is determined by both parties through negotiation. The new company will purchase it at the price of 200 yuan / ton.
6. Dispute resolution: any dispute arising from the performance of this Agreement shall be settled through friendly negotiation. If the negotiation fails, either party may bring a lawsuit to the people's court where the new company is located. In the process of litigation, except for the disputed part, this Agreement shall continue to be performed. 7. Liability for breach of contract: after the signing of this agreement, if one party fails to perform or violates the agreement, the other party has the right to claim compensation from the breaching party for the losses it suffers. After the breaching party compensates the observant party for its losses, it shall continue to perform its responsibilities and obligations of commitment and guarantee.
4、 Impact of foreign investment on the company
The establishment of joint ventures is conducive to extending the industrial chain of listed companies, improving core competitiveness and strengthening the comprehensive strength of enterprises.
5、 Risk tips for foreign investment
This foreign investment may be affected by macroeconomic policies, industrial competition, changes in coke market demand and other factors, and there is a certain degree of uncertainty. In the later stage, the company will continue to improve the corporate governance structure of the proposed company, establish and improve the internal control process and effective supervision mechanism, optimize the overall resource allocation of the company, and prevent and reduce the risk of foreign investment.
6、 Online announcement attachment
1. Feasibility study report on equipment large-scale transformation and upgrading project of Ruzhou RUFENG Coking Co., Ltd. issued by MCC jiaonai (Dalian) Engineering Technology Co., Ltd
It is hereby announced.
Pingdingshan Tianan Coal Mining Co.Ltd(601666) board of directors March 29, 2022
