Citic Securities Company Limited(600030)
About Shanghai Stock Exchange
Inquiry letter on the information disclosure of the plan for absorption and merger of Huainan Mining (Group) Co., Ltd. and related party transactions of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd
Verification opinions on Relevant Issues
Independent financial advisor
April, 2002
Listed company management department I of Shanghai Stock Exchange:
According to the requirements of your ministry's inquiry letter on the information disclosure of the plan for Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. to absorb and merge Huainan Mining (Group) Co., Ltd. and related party transactions (szggh [2022] No. 0176) (hereinafter referred to as the "inquiry letter"), Citic Securities Company Limited(600030) acts as an independent financial consultant for Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. to absorb and merge Huainan Mining (Group) Co., Ltd. and related party transactions, After careful analysis and verification of relevant issues, this inquiry letter is issued to reply to the verification opinions.
Unless otherwise specified, the abbreviations appearing in the verification opinions in the reply to this inquiry letter are the same as those in the plan for absorption and merger of Huainan Mining (Group) Co., Ltd. and related party transactions of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (Revised Version).
catalogue
Question 1 4 question 2 11 question 3 22 question 4 38 question 5 51 question 6 54 question 7 72 question 8 79 question 9 eighty-three
The announcement shows that the company has implemented a major asset restructuring in 2019 and plans to absorb and merge Huainan Mining through non-public offering of shares and payment of cash. The relevant matters will be terminated in July 2020. The main reason is that the relevant ownership certificates of land, houses and other relevant ownership related to some production and operating assets of Huainan Mining subordinate enterprises have not been obtained as scheduled, and it is expected to be difficult to solve in the short term. The company is requested to make supplementary disclosure: (1) whether the reason for the termination of the previous reorganization of the target company, the performance of relevant procedures and relevant influencing factors have been eliminated; (2) In combination with the reasons for the previous termination, the company added whether the ownership of the assets involved in the reorganization was clear, whether there were substantive obstacles to the promotion of the transaction, and prompted risks. Financial advisers and lawyers are invited to express their opinions.
reply:
1、 Whether the reason for the termination of the previous reorganization of the target company, the performance of relevant procedures and relevant influencing factors have been eliminated
(I) reasons for termination of the previous reorganization
The listed company held the 18th meeting of the 6th board of directors on October 21, 2019, deliberated and adopted the proposal on the company's absorption and merger of Huainan Mining (Group) Co., Ltd. and issuance of shares to purchase assets and related party transactions, On October 22, 2019, the plan for Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. to absorb and merge Huainan Mining (Group) Co., Ltd. and issue shares to purchase assets and related party transactions was disclosed. It is proposed to absorb and merge Huainan Mining (hereinafter referred to as "previous restructuring" or "previous major asset restructuring"). In the process of promoting the previous reorganization, due to the failure to obtain the relevant ownership certificates of land, real estate and other relevant ownership related to some production and operation assets of the subordinate enterprises of the subject company as scheduled, and it is expected to be difficult to solve in the short term, Huaihe holdings, the controlling shareholder of the subject company, sent a letter to the listed company on May 30, 2020, proposing to terminate the previous reorganization. After negotiating with relevant parties and performing relevant procedures, the listed company disclosed the announcement on terminating major asset restructuring on July 1, 2020, and officially terminated the previous restructuring.
In conclusion, according to the indicative announcement of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. on the proposed termination of major asset restructuring disclosed by the listed company on May 31, 2020 and the resolution of the 22nd Meeting of the sixth board of directors made by the board of directors of the listed company on June 30, 2020, the reasons for the termination of the previous restructuring of the listed company are mainly the land involved in some production and operation assets of the subordinate enterprises of the target company
(II) implementation of relevant procedures
The termination of the previous reorganization has been deliberated and approved by the board of directors and the board of supervisors of the listed company, and the independent directors have issued their prior approval opinions and independent opinions. With regard to the absorption and merger, the listed company has signed the termination agreement with all parties of the previous reorganization transaction, and held an investor briefing meeting. The implementation of relevant procedures is as follows: 1. Review procedures of the board of directors
On June 30, 2020, the listed company held the 22nd Meeting of the sixth board of directors, deliberated and approved the proposal on terminating the company's major asset restructuring, and agreed to terminate the major asset restructuring. The listed company has disclosed the announcement on the resolution of the 22nd Meeting of the sixth board of directors on July 1, 2020.
2. Deliberation procedures of the board of supervisors
On June 30, 2020, the listed company held the 19th meeting of the sixth board of supervisors, deliberated and approved the proposal on terminating the company's major asset restructuring, and agreed to terminate the major asset restructuring. The listed company has disclosed the announcement on the resolution of the 19th meeting of the sixth board of supervisors on July 1, 2020. 3. Independent directors give prior approval opinions and independent opinions
On June 30, 2020, the independent directors of the listed company issued the proposal of the independent directors of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. on the termination of the company's major asset restructuring, and expressed the following opinions on the matters related to the termination of the previous Restructuring:
"1. The proposal on the termination of major asset restructuring of the company has been approved by us in advance before being submitted to the 22nd Meeting of the sixth board of directors for deliberation.
2. During the company's planning and promotion of this major asset reorganization, the company actively promoted the relevant work of this major asset reorganization in strict accordance with the relevant provisions of relevant laws, regulations and normative documents. Due to the failure to obtain the relevant ownership certificates of land, real estate and other related assets related to the production and operation of some subordinate enterprises of Huainan Mining (Group) Co., Ltd. as scheduled, and it is expected to be difficult to solve in the short term, according to the letter to terminate the major asset restructuring issued by Huaihe Energy (Group) Co.Ltd(600575) Holding Group Co., Ltd., after careful consideration, the company decided to terminate the major asset restructuring, And sign a termination agreement with all parties to the merger and acquisition transaction of this major asset reorganization; Meanwhile, according to the agreement on the termination of the agreement in the agreement on the purchase of assets by issuing shares of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (I) and the agreement on the purchase of assets by issuing shares of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (II), "Party A (referring to the company) voluntarily announces the termination of the purchase of assets by issuing shares according to the objective situation", and the agreement on the effectiveness of the agreement, "The entry into force and implementation of the absorption and merger agreement (referring to the absorption and merger agreement between Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. and Huainan Mining (Group) Co., Ltd.) signed in the previous reorganization) is the premise for the entry into force of the above agreement. Therefore, The company decided to terminate the agreement on purchasing assets by issuing shares of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (I) and the agreement on purchasing assets by issuing shares of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (II), and not to issue shares to purchase 10.70% equity of huaikuang power and 50% equity of Yinhong energy.
3. According to the merger and absorption agreement between Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. and Huainan Mining (Group) Co., Ltd., the agreement on the purchase of assets by issuing shares of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (I) and the agreement on the purchase of assets by issuing shares of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (II) with effective conditions signed by the company and the trading parties on this major asset restructuring, This major asset restructuring can only come into force and be implemented after being deliberated and approved by the board of directors and the general meeting of shareholders and approved by the CSRC. The above-mentioned agreements related to this major asset restructuring do not meet the conditions for entry into force. This major asset restructuring plan has not officially come into force. The termination of this major asset restructuring has no material impact on the company.
4. The termination of this major asset restructuring is the result of the company's careful research. The relevant deliberation procedures comply with the provisions of relevant laws and regulations and the articles of association. It will not have a significant adverse impact on the company's production and operation activities and financial status, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
To sum up, we agree to terminate this major asset restructuring. "
The listed company has disclosed the independent opinions of independent directors on terminating major asset restructuring on July 1, 2020.
4. Termination of relevant agreements
On June 30, 2020, the listed company, Huainan Mining and the counterparties signed the dissolution agreement of the merger and absorption agreement, and the parties decided to terminate the merger and absorption agreement between Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. and Huainan Mining (Group) Co., Ltd. by consensus, Since the agreement on the purchase of assets by issuing shares of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (I) and the agreement on the purchase of assets by issuing shares of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (II) stipulate that the effective and implementation of the merger agreement is one of the effective conditions of the agreement on the purchase of assets by issuing shares, the two agreements on the purchase of assets by issuing shares are terminated accordingly.
5. Hold investor briefing
On July 6, 2020, the listed company held an investor briefing on the termination of the previous restructuring through online communication on the network platform of Shanghai Stock Exchange, answered the questions raised by investors on the termination of the previous major asset restructuring, and disclosed the announcement on the convening of the investor briefing on the termination of major asset restructuring on July 7, 2020.
(III) whether relevant influencing factors have been eliminated
From the termination of the previous restructuring to the issuance date of this verification opinion, Huainan Mining and its subsidiaries have obtained the use right certificate for about 777800 square meters of land and the real estate right certificate for about 98000 square meters of real estate; As of the date of issuance of this verification opinion, the land certification rate of Huainan Mining and its subsidiaries has reached about 90.08%, and the real estate certification rate has reached about 87.62%.
For the land that has not obtained the use certificate, Huainan Mining and its subsidiaries are actively promoting the certificate handling work, including land cadastral surveying and mapping, submitting certificate application materials to the competent department of natural resources, etc., and have all obtained the supporting documents issued by the relevant competent administrative department that there is no dispute or dispute over the land ownership. According to the compliance certificates issued by Huainan Bureau of natural resources and planning, Fengtai Bureau of natural resources and planning, Changfeng Bureau of natural resources and planning, Yeji branch of Lu'an Bureau of natural resources and planning, Inner Mongolia Eerduosi Resources Co.Ltd(600295) Dongsheng District branch of Zhungeer banner Bureau of natural resources and Dalat banner Bureau of natural resources, such unlicensed land has gone through the necessary formalities according to law, Relevant companies are communicating with the competent administrative department and actively promoting the handling of certificates. The competent administrative department will cooperate with relevant companies in handling land use certificates. There are no substantive obstacles to the handling of certificates.
For the properties that have not yet obtained the ownership certificate, Huainan Mining and its subsidiaries are actively promoting the certification work, including actively handling the use certificate of the land occupied by the property, applying to the competent planning department for re handling the planning / construction permit procedures, submitting the application materials for certification to the real estate registration department, etc., and the existing properties with an area accounting for about 69% have obtained the certificate issued by the relevant competent department that there is no dispute or dispute over the ownership of the property. According to the compliance certificates issued by Huainan natural resources and Planning Bureau, Huainan real estate registration center, Fengtai natural resources and Planning Bureau, Yeji branch of Lu'an natural resources and Planning Bureau, Inner Mongolia Eerduosi Resources Co.Ltd(600295) real estate registration center, Zhungeer banner natural resources bureau and Dalat banner Natural Resources Bureau, these unlicensed properties are owned and used by relevant companies, and there is no dispute or dispute over ownership, Relevant companies are communicating with the competent administrative department and actively promoting the handling of the property ownership certificate without certificate. The competent administrative department will cooperate with relevant companies to handle the ownership certificate. There are no substantive obstacles to the relevant certificate handling work.
In conclusion, as of the date of issuance of this verification opinion, certain progress has been made in the handling of land and real estate ownership certificates of the subject company. For the land and real estate that have not yet handled ownership certificates, the relevant competent departments have confirmed that they will cooperate with the relevant companies to handle ownership certificates, and there are no substantive obstacles in the relevant handling of certificates.
2、 In combination with the reasons for the previous termination, the company added whether the ownership of the assets involved in the reorganization was clear, whether there were substantive obstacles to the promotion of the transaction, and prompted risks
(I) whether the ownership of land, real estate and other assets involved in this reorganization is clear
The reason for the termination of the previous reorganization was that the relevant ownership certificates of land, real estate and other related production and operation assets of some subordinate enterprises of the target company were not obtained as scheduled. For this part of assets, as described in the above "I. reasons for the termination of the previous reorganization of the target company, performance of relevant procedures and whether relevant influencing factors have been eliminated", the target company has completed the handling of ownership certificates of some land and real estate; All the land without certificate has obtained the certificate that there is no dispute or dispute over the land ownership issued by the relevant competent department. The existing property with an area accounting for about 69% of the property without certificate has obtained the certificate that there is no dispute or dispute over the property ownership issued by the relevant competent department. It is expected that there are no substantive obstacles to the relevant certificate processing work.
(II) whether there are substantive obstacles to the promotion of the transaction
As of the date of issuance of this verification opinion, the land and real estate that have not yet obtained the ownership certificate are normally used by the subject company and its subsidiaries, and actively promote the solution. The main measures include:
1. The target company and its subsidiaries are actively communicating and coordinating with the competent department to continue to promote the certification work. 2. For the land that has not obtained the use certificate, Huainan Mining and its subsidiaries have all obtained the compliance certificate issued by the relevant administrative department, confirming that there is no substantive obstacle to the handling of the relevant ownership certificate; For the real estate that has not obtained the real estate certificate, Huainan Mining and its subsidiaries have obtained the compliance certificate issued by Huainan natural resources and Planning Bureau, Huainan real estate registration center, Fengtai natural resources and Planning Bureau, Yeji branch of Lu'an natural resources and Planning Bureau, Inner Mongolia Eerduosi Resources Co.Ltd(600295) municipal real estate registration center, Zhungeer banner Natural Resources Bureau, Dalat banner natural resources bureau and other administrative departments, Confirm that there are no substantive obstacles to the handling of relevant ownership certificates.
3. The absorption and merger agreement clearly stipulates the transfer of land and real estate ownership. Article 5 of the merger and absorption agreement stipulates that "since the closing date, the subject assets shall be legally owned by Party A (listed company) and enjoy relevant rights and obligations. If the ownership change registration formalities need to be handled, but the formal ownership change registration formalities have not been handled for such assets, the rights and obligations involved in the relevant assets
