On April 15, Xinjiang Tianshan Cement Co.Ltd(000877) ( Xinjiang Tianshan Cement Co.Ltd(000877) ) announced that the company planned to acquire the holding rights and other assets of cement and other related business subsidiaries held by the related party Ningxia Building Materials Group Co.Ltd(600449) ( Ningxia Building Materials Group Co.Ltd(600449) ) in cash. The final equity acquisition proportion and acquisition price will be further determined through consultation after audit and evaluation. The capital source of this transaction is its own capital.
It should be pointed out that the controlling shareholders of Ningxia Building Materials Group Co.Ltd(600449) and Xinjiang Tianshan Cement Co.Ltd(000877) are China building materials (03323. HK), and the actual controllers are China Building Materials Group Co., Ltd. therefore, this transaction constitutes a related party transaction.
On the same day, Ningxia Building Materials Group Co.Ltd(600449) announced that the company was planning a major asset restructuring. It was proposed that the company would issue A-share shares to all shareholders of CSCEC information to absorb and merge CSCEC information, and sell the controlling rights and other assets of its cement and other related business subsidiaries to Xinjiang Tianshan Cement Co.Ltd(000877) at the same time. The trading of the company’s shares has been suspended since April 15, and the suspension is expected to be no more than 10 trading days.
On April 14, China building materials also announced on the Hong Kong stock exchange that the company’s subsidiary Xinjiang Tianshan Cement Co.Ltd(000877) has announced that it is planning a reorganization. If the matter is implemented, it will involve asset acquisition, but it is not expected to constitute a major asset reorganization of Tianshan cement. The company’s subsidiary Ningxia Building Materials Group Co.Ltd(600449) has announced that it is planning to restructure. If implemented, this matter will involve Ningxia Building Materials Group Co.Ltd(600449) issuing shares and may constitute a major asset restructuring of Ningxia Building Materials Group Co.Ltd(600449) .
It is worth mentioning that before this transaction, China building materials has completed the integration of 100 billion level cement business. In 2021, Xinjiang Tianshan Cement Co.Ltd(000877) by issuing shares and paying cash, purchased 100% equity of Zoomlion cement, 999274% equity of Nanfang cement, 957166% equity of Southwest cement and 100% equity of Sinoma cement from 26 counterparties such as China building materials, with a transaction scale of 98.1 billion yuan.
Back to the acquisition matters newly disclosed by Xinjiang Tianshan Cement Co.Ltd(000877) the assets to be acquired by Xinjiang Tianshan Cement Co.Ltd(000877) this transaction are the holding rights and other assets of Ningxia Building Materials Group Co.Ltd(600449) cement and other related business subsidiaries; The main business of the acquisition target includes the production and sales of cement clinker, commercial concrete, gravel aggregate, cementing materials and other building materials.
Xinjiang Tianshan Cement Co.Ltd(000877) 2021 annual report shows that during the reporting period, the listed company achieved a revenue of 169979 billion yuan, a year-on-year increase of 4.83%; The net profit was 12.53 billion yuan, a year-on-year decrease of 3.53%; The basic earnings per share is 1.57 yuan. By the end of 2021, Xinjiang Tianshan Cement Co.Ltd(000877) has a clinker production capacity of 330 million tons and an output of 260 million tons; The production capacity of commercial concrete is 420 million m3 and the output is about 100 million tons; The aggregate production capacity is 190 million tons and the output is about 126 million tons.
Ningxia Building Materials Group Co.Ltd(600449) annual report shows that the company achieved a total operating revenue of 5.783 billion yuan in 2021, with a year-on-year increase of 13.17%; The net profit was 801 million yuan, a year-on-year decrease of 16.96%; The basic earnings per share is 1.68 yuan. In 2021, the company sold 138095 million tons of cement, a year-on-year decrease of 5.16%; 7.1962 million tons of aggregate were sold, a year-on-year decrease of 5.80%.
“If this transaction is successfully implemented, it will effectively solve the problem of horizontal competition between the company and Ningxia Building Materials Group Co.Ltd(600449) in the relevant business of cement sector, and further promote the high-quality development of the company.” Xinjiang Tianshan Cement Co.Ltd(000877) said that the transaction is still in the planning stage and will not have a significant impact on the normal production, operation and performance of the company before the company completes the legal procedures and formal implementation.
