The listed companies of China building materials have made new progress in planning major asset restructuring!
Ningxia Building Materials Group Co.Ltd(600449) 4 on the evening of April 15, the supplementary announcement of major events disclosed that major asset restructuring is being planned, and the company plans to issue A-share shares to all shareholders of China Building Materials Information Technology Co., Ltd. (hereinafter referred to as “CSCEC information”) to absorb and consolidate CSCEC information.
Meanwhile, the company plans to sell to Xinjiang Tianshan Cement Co.Ltd(000877) the holding rights and other assets of its subsidiaries in cement and other related businesses. The latter is a leading enterprise in the cement industry, with a total market value of 114.7 billion yuan.
The controlling shareholders of Ningxia Building Materials Group Co.Ltd(600449) and Xinjiang Tianshan Cement Co.Ltd(000877) are both China Building Materials Co., Ltd. and the actual controllers are China Building Materials Group Co., Ltd. therefore, this transaction constitutes a related party transaction. According to the annual report of China building materials in 2021, the company holds 87.7% of the direct and indirect equity of new Tianshan cement and 47.56% of the direct and indirect equity of Ningxia Building Materials Group Co.Ltd(600449) cement.
share exchange, absorption and merger of CSCEC Information
According to the announcement, on April 15, Ningxia Building Materials Group Co.Ltd(600449) and CSCEC information signed the merger intention agreement on this merger. The company plans to exchange shares to absorb and merge CSCEC information by issuing A-Shares to all shareholders of CSCEC information. After signing the agreement, both parties will negotiate the specific transaction scheme, share exchange price, creditor’s rights and debts treatment, employee placement, dissenting shareholder protection mechanism and other arrangements of this merger; Both parties shall actively give the other party necessary cooperation, fully promote the merger and complete the signing of the formal transaction agreement.
CSCEC information was established on April 22, 2005 with a registered capital of 149 million yuan. The business scope includes technical services and technology development; Import and export of goods, import and export agency, technology import and export; Sales of nonferrous metal minerals, mineral products and medical devices category II and III; Computer system services; Sales of cars (excluding passenger cars with more than nine seats), Internet information services, etc.
It is worth noting that Ningxia Building Materials Group Co.Ltd(600449) had previously been involved in the smart logistics business through its holding subsidiary, horse racing IOT, and actively arranged the non cement business.
Ningxia Building Materials Group Co.Ltd(600449) once disclosed in the annual report of 2021 that during the reporting period, the company continued to accelerate the development of “I look for a car” smart logistics business of horse racing IOT, optimize and improve product functions and operation modes, and continue to promote the optimization and upgrading of the platform. By the end of 2021, 830000 vehicles had been registered on the platform, a year-on-year increase of 121%.
In addition, CSCEC information has business dealings with many listed companies of China building materials.
Xinjiang Tianshan Cement Co.Ltd(000877) in the 2021 annual report, the accounts payable of related parties involving CSCEC information is about 1352300 yuan, and other accounts payable involving CSCEC information is about 571600 yuan Sinoma International Engineering Co.Ltd(600970) 2021 annual report shows that the closing balance of accounts payable involving CSCEC information is about 3.109 million yuan and the opening balance is about 1.3304 million yuan.
Xinjiang Tianshan Cement Co.Ltd(000877) take over cement business
Ningxia Building Materials Group Co.Ltd(600449) also said that on April 15, the company and Xinjiang Tianshan Cement Co.Ltd(000877) signed the agreement on the intention to sell assets, and the company planned to sell the controlling rights and other assets of its cement and other related business subsidiaries to Xinjiang Tianshan Cement Co.Ltd(000877) company; After the signing of the agreement, the transaction price of assets such as the holding right of cement and other related business subsidiaries shall be jointly negotiated and determined by both parties based on the evaluation value filed by the competent State-owned Assets Supervision and administration authority; The agreement may be terminated in writing by consensus of both parties. Up to now, the restructuring is still in the planning stage, the parties to the transaction have not signed a formal transaction agreement, and the specific transaction scheme is still under negotiation and demonstration.
According to the data, Ningxia Building Materials Group Co.Ltd(600449) is mainly engaged in the manufacturing and sales of cement and cement clinker, commercial concrete and aggregate, and the products are mainly used in infrastructure and real estate construction such as roads, railways and bridges. The production capacity is mainly distributed in five cities in Ningxia, Tianshui and Baiyin in Gansu, Wuhai City and Chifeng City in Inner Mongolia. At present, the business is mainly distributed in Ningxia, Gansu, Inner Mongolia and other provinces and regions. It is the largest cement and commercial concrete production enterprise in Ningxia, accounting for nearly 50% of the cement market in Ningxia.
On the same day, Xinjiang Tianshan Cement Co.Ltd(000877) also announced that the company plans to acquire the holding rights and other assets of the cement and other related business subsidiaries held by the related party 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 assets to be acquired in this transaction are the holding rights and other assets of the cement and other related business subsidiaries held by Ningxia Building Materials Group Co.Ltd(600449) company; 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. This transaction constitutes a connected transaction.
As of December 31, 2021 (audited), Ningxia Building Materials Group Co.Ltd(600449) total assets are 9.251 billion yuan, total liabilities are 1.966 billion yuan, owner’s equity is 7.286 billion yuan, and owner’s equity attributable to the parent company is 6.759 billion yuan. From January to December 2021, Ningxia Building Materials Group Co.Ltd(600449) operating revenue was 5.783 billion yuan, with a year-on-year increase of 13.17%; The net profit attributable to the owners of the parent company was 801 million yuan, a year-on-year decrease of 16.96%.
Xinjiang Tianshan Cement Co.Ltd(000877) annual report shows that after the completion of major asset restructuring in 2021, the company is China’s largest cement company with complete industrial chain and nationwide layout. By the end of the reporting period, the company had 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. In 2021, the company achieved a total operating income of RMB 169979 billion, a year-on-year increase of 4.83%; The net profit attributable to shareholders of listed companies was about 12.53 billion yuan, a year-on-year decrease of 3.53%.
