Securities abbreviation: Rising Nonferrous Metals Share Co.Ltd(600259) securities code: Rising Nonferrous Metals Share Co.Ltd(600259) Announcement No.: pro 2022036 Rising Nonferrous Metals Share Co.Ltd(600259)
Announcement on the implementation of open investment promotion and selection of strategic investors to jointly develop the tungsten mine project of Hongling company
The board of directors and all directors of the company guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Rising Nonferrous Metals Share Co.Ltd(600259) (hereinafter referred to as ” Rising Nonferrous Metals Share Co.Ltd(600259) ” or “the company”) held the fifth meeting of the eighth board of directors in 2022 on April 28, 2022, deliberated and adopted the proposal on implementing public investment promotion and selecting strategic investors to jointly develop the tungsten mine project of Hongling company. The board of directors of the company agreed to select strategic investors to jointly develop the tungsten mine resources of Hongling company through public investment promotion.
This transaction does not constitute a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies, nor does it need to be submitted to the general meeting of shareholders for deliberation.
1、 Programme overview
1. Basic information of Hongling company
Wengyuan Hongling Mining Co., Ltd. (hereinafter referred to as “Hongling company”) is a wholly-owned subsidiary of the company. Its mining area has rich reserves of Scheelite Resources. At present, the proven tungsten trioxide resources (industrial control 332 + inference 333) are 64054t, with an average grade of 0.158%; At the same time, it also has other associated metal mines, including mo7487 5t ， Bi8664. 8t ，Cu25287. 6t，Ga1215. 0t, high resource value. The scheelite deposit has the characteristics of large scale, shallow burial and good selectivity. It has good development and utilization prospects and is suitable for large-scale open-pit mining.
Through the preliminary work, Hongling company has obtained the open-pit / underground mining license issued by the Ministry of natural resources, and has completed the relevant approval procedures such as the reply to the preliminary environmental assessment of resource development, energy consumption review, preliminary design and safety facility design review, which has basically met the conditions for commencement of construction.
In order to speed up the development of Scheelite Resources of Hongling company, after full investigation and demonstration, the company plans to introduce strategic investors to jointly develop the tungsten resources of Hongling company through public investment promotion.
2. Investment promotion scheme
The company will select strategic investors through public investment promotion, and the two sides will establish a joint venture, Rising Nonferrous Metals Share Co.Ltd(600259) take shares at the price of 100% equity value evaluation of Hongling company, accounting for 51% of the shares of the joint venture; The partner shares in cash, accounting for 49% of the shares. The joint venture will inject all the capital invested by shareholders into Hongling company, which has become a wholly-owned subsidiary of the joint venture and is mainly responsible for the development and operation of tungsten resources.
3. Basic information
Company name Wengyuan Hongling Mining Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered address: Hongling, Jiangwei Town, Wengyuan County
Main office location: Hongling, Jiangwei Town, Wengyuan County
Legal representative: Peng Jianhua
The registered capital is 52696342 million yuan
Date of establishment: March 15, 2005
Unified social credit code 914402297740218684
Tungsten mining; Sales of tungsten ore and by-products; Mine machinery maintenance; Processing and sales: potassium long
Business scope: stone, albite, quartz sandstone, ceramic brick and tailings comprehensive utilization products. (required by law)
Approved projects can only be carried out after being approved by relevant departments)
4. Financial situation
The main financial indicators of Hongling company in the latest year are as follows:
Unit: Yuan
Project December 31, 2021 / March 31, 2022/
Year 2021 (audited) first quarter 2022 (Unaudited)
Total assets 3777749900036863016153
Total liabilities 3212297222831722369258
Shareholders’ equity attributable to the parent company 56545267725140646895
Operating income 223313531910898143
Net profit -333400904 -513879877
Net profit attributable to owners of parent company -315397255 -513879877
2、 Basic information of strategic investors
The company has introduced strategic investors to jointly develop the tungsten resource project of Hongling company. Investors will be selected through public investment promotion. At present, no partner has been determined and no investment agreement has been signed. The company will timely disclose the counterparty and relevant follow-up progress according to the progress of investment promotion.
3、 Audit evaluation of Hongling company
According to the securities The special audit report on assets and capital verification of Wengyuan Hongling Mining Co., Ltd. (zxyue zhuanshen No. 2022z00027) issued by Guangdong Branch of Zhongxi certified public accountants firm (special general partnership) with futures practice qualification and the asset evaluation report of Rising Nonferrous Metals Share Co.Ltd(600259) proposed investment project with equity of Wengyuan Hongling Mining Co., Ltd. involving all equity assets of shareholders of Hongling company issued by Zhonglian Asset Evaluation Group Co., Ltd (Zhonglian pingbao Zi [2022] No. 822) has evaluated the value of all shareholders’ equity of Hongling company on the benchmark date of December 31, 2021.
1. Asset based approach
The book value of the total assets is 377775 million yuan, the assessed value is 7564857 million yuan, the assessed value-added is 3787107 million yuan, and the appreciation rate is 100.25%.
The book value of liabilities is 3212297 million yuan, the assessed value is 3135944 million yuan, the assessed impairment is 7.6354 million yuan, and the impairment rate is 2.38%. The book value of net assets is 565453 million yuan, the assessed value is 4428913 million yuan, the assessed value-added is 3863461 million yuan, and the appreciation rate is 683.25%.
2. Income method
After the implementation of the evaluation procedures such as inventory and verification, field survey, market investigation and confirmation, evaluation and estimation, the discounted cash flow method (DCF) is used to evaluate the value of all equity of enterprise shareholders. The book value of the net assets of Wengyuan Hongling Mining Co., Ltd. on the benchmark date of December 31, 2021 is 565453 million yuan, and the total equity capital value of shareholders after appraisal is 426756 million yuan, with an estimated appreciation of 3702108 million yuan and an appreciation rate of 654.72%.
In the asset-based method, the core asset mining right is evaluated by the discounted cash flow method, which is consistent with the core parameters of the overall income method, such as mine production scheduling, capital expenditure, income, cash cost, tax and so on. Finally, the valuation of the asset-based method and the income method is close. Considering that the asset-based method is more reliable and solid for the evaluation of various assets from the perspective of asset replacement, the evaluation results of the asset-based method are selected for the evaluation. Therefore, the value of all shareholders’ equity of Hongling company at the time point of the base date is 4428913 million yuan.
4、 Other contents of the cooperation program
1. The company plans to select strategic investors through open investment invitation to jointly develop tungsten resources of Hongling company, and will follow the principles of open, fair and just market.
2. This cooperation plan is still a public investment promotion preparation plan, which aims to find interested parties. It does not constitute a transaction offer, and it is impossible to judge whether it constitutes a connected transaction. The company will carry out public investment promotion after performing relevant procedures. The final partner, transaction price, cooperation method, payment method and other specific contents cannot be determined. The company will timely fulfill the obligation of information disclosure according to the progress of investment promotion.
5、 Impact on Listed Companies
1. The introduction of Hongling’s corporate equity structure will be in line with the company’s long-term development strategy, improve the company’s corporate governance, and enhance the competitiveness of Hongling’s tungsten industry.
2. It is conducive to ensure the synchronous development of tungsten resources and other associated resources of Hongling company, and achieve the goal of promoting the project and realizing the overall benefits.
3. It is conducive to the combination of strong and strong, give full play to the professional and industrial advantages of both sides, make Hongling company embark on the road of high-quality sustainable development, realize the transformation and upgrading of traditional tungsten mines, and greatly reduce the investment risk of the company.
6、 Risk tips
1. Due to the introduction of strategic investors in this foreign investment, it is proposed to select strategic investors by means of public investment promotion, which may lead to the risk of failing to collect qualified investors according to the expected objectives.
2. The company will timely perform the obligation of information disclosure according to the progress of the above matters and the provisions and requirements of relevant laws and regulations. Please invest rationally and pay attention to investment risks.
It is hereby announced.
Rising Nonferrous Metals Share Co.Ltd(600259) board of directors
April 29, 2002
