The woods are big and there are all kinds of birds. Have you ever heard of such a series of strange things:
first, in a merger and acquisition case, the mining license promised by the counterparty was delayed for several months, but the listed company offered a deposit of 58 million yuan early.
then, after the merger and acquisition became yellow, the original agreement to cancel the contract was to return the deposit and pay interest, but now it is light to say "no payment".
finally, after the acquisition failed, although the other party's mining certificate was still inconclusive, the listed company had to offer a long-term procurement contract.
This behavior happened to Anshan Heavy Duty Mining Machinery Co.Ltd(002667) . Is this a normal business behavior or a disguised transfer of interests?
On January 12, in response to Anshan Heavy Duty Mining Machinery Co.Ltd(002667) strange M & A, the exchange issued a letter of concern to the company, which directly pointed to the handling of mining license, payment of deposit interest, promotion of lithium related acquisition and other issues with many doubts in the acquisition process, and asked the company to clarify "whether there is interest transfer to related parties".
"The stock price explains everything." According to the analysis of senior people from securities companies interviewed, the share price of Anshan Heavy Duty Mining Machinery Co.Ltd(002667) started from 5.6 yuan in February 2021 and rose above 38 yuan in late September, with a maximum increase of nearly 6 times during the period!
The support behind it was to get involved in lithium mines. During this period, it also performed "tricks" such as changing the acquisition targets, which promoted the "aerial refueling" of the company's share price. Now, the news of the acquisition failure shows that the story is over, and the investors attracted have been "cut leeks". In the past four months, Anshan Heavy Duty Mining Machinery Co.Ltd(002667) has fallen by about 65% from the high point. After the acquisition failure was announced, it fell by the limit for two consecutive trading days.
However, under the strict requirements of information disclosure, "Bureau makers" are also forced to expose some contradictions. According to statistics, since lithium was involved in May last year, Anshan Heavy Duty Mining Machinery Co.Ltd(002667) has received five letters of concern and one letter of inquiry. The regulatory authorities\' inquiry about the details and the company's reply have left suspense and clues.
contradiction 1: can I apply for a mining license?
On the evening of January 9, Anshan Heavy Duty Mining Machinery Co.Ltd(002667) announced that due to the large fluctuation of raw ore price and external macro environment during the negotiation, both parties to the transaction were unable to reach an agreement on the final purchase price, and the company's plan to acquire no less than 51% equity of Jiangxi Tong'an was terminated.
According to the announcement of Anshan Heavy Duty Mining Machinery Co.Ltd(002667) , the reason for the failure of the acquisition is that "the price is not agreed". Is that true? Regulators raised doubts.
Looking back on previous announcements, Anshan Heavy Duty Mining Machinery Co.Ltd(002667) said on December 7, 2021 that the counterparty Qiangqiang investment had previously promised to coordinate the target company to obtain the updated mining license of Dingxing mine before August 10 of that year, but as of December 7, the updated mining license had not been obtained. At that time, Anshan Heavy Duty Mining Machinery Co.Ltd(002667) said that for the situation that the subject company had not obtained the mining license, the company believed that there were substantial obstacles to the transaction.
Accordingly, the attention letter of the exchange requires the company to explain the specific reasons for the termination of this transaction, the specific time point of major changes in this transaction, and the company and any director, supervisor and senior management know or should know the specific time point of the termination of this transaction, In the case that Dingxing mine failed to obtain the updated mining license on August 10, 2021 and the company considered that there were substantial obstacles to the transaction on December 8, 2021, the reason and rationality for the company to sign the termination agreement on January 8, 2022.
"Whether the mining certificate can be obtained? This is very important. If the mining certificate can not be obtained, the other party should be responsible for breach of contract. Can the other party still shout a sky high price if the mining certificate has not been obtained?" The aforementioned broker interviewed said that although the price issue is very important, whether there is a mining certificate is obviously more critical, which is the premise of the whole acquisition.
Unfortunately, so far, Anshan Heavy Duty Mining Machinery Co.Ltd(002667) has not disclosed the progress of applying for the mining license of the acquisition subject.
contradiction 2: why not deposit interest?
The key information of the mining certificate is not clear, Anshan Heavy Duty Mining Machinery Co.Ltd(002667) even the interest on the advance payment is not prepared, completely ignoring the explicit agreement in the previous announcement.
According to the newly disclosed termination agreement, if Qiangqiang investment returns the deposit of 58 million yuan within 25 working days from the date of termination of the original agreement, there is no need to pay interest to the company.
According to the retrospective announcement, in the announcement on acquisition progress disclosed on August 6, 2021, Anshan Heavy Duty Mining Machinery Co.Ltd(002667) signed the new intention agreement with the related party Qiangqiang investment and other parties on August 5, 2021, terminated the intention to acquire the equity of Xingli technology, changed to cash to acquire 51% equity of Jiangxi Tong'an, and paid a deposit of 58 million yuan to Qiangqiang investment.
At that time, Qiangqiang investment promised to coordinate with Jiangxi Tong'an to obtain the updated mining license of Dingxing mine before August 10, 2021. If fails to obtain the mining license, Anshan Heavy Duty Mining Machinery Co.Ltd(002667) has the right to unilaterally terminate the agreement, require Qiangqiang investment to return the deposit of 58 million yuan and pay capital interest as agreed.
In contrast, why has Anshan Heavy Duty Mining Machinery Co.Ltd(002667) , which "has the right to unilaterally terminate the agreement", become a weak party now? 58 million yuan has been used for nearly half a year. If the interest says no, don\'t? Whose interests are harmed by such generosity?
In this regard, the regulatory authorities asked the company to explain whether Qiangqiang investment's failure to fulfill its commitment to obtain the mining license as agreed on time has constituted a breach of contract, but the company did not ask Qiangqiang investment to bear the liability for breach of contract and the reason and rationality for returning the deposit of 58 million yuan without paying interest, It also explains whether the strong investment constitutes the occupation of non operating funds of the company by related parties, and whether the company transfers interests to related parties.
contradiction 3: how to supply without mining certificate?
Under the background of "no chance lithium mine", Anshan Heavy Duty Mining Machinery Co.Ltd(002667) still need to acquire 70% shares of Jiangxi Jinhui regeneration?
In mid December 2021, Anshan Heavy Duty Mining Machinery Co.Ltd(002667) disclosed that it planned to acquire 70% shares of Jinhui regeneration with its own funds of 231 million yuan through Yichun Youli, a wholly-owned subsidiary. At that time, the company said that the acquisition of Jinhui regeneration could strengthen the company's processing capacity in the beneficiation link and was an essential link to improve the company's layout in the whole new energy upstream industrial chain.
According to the public information, Jinhui regeneration, which is mainly engaged in the recovery of tantalum niobium lithium ore, is one of the largest professional companies for the sales of non-metallic mineral products in Jiangxi Province. It is the first enterprise in China to carry out tailings free deep processing and production with the solid waste generated from the mining of tantalum niobium lithium ore as the main raw material.
However, the past performance of Jinhui regeneration, with the titles of "largest" and "first", is not ideal.
According to the disclosure, Jinhui regeneration achieved a revenue of 86.85 million yuan and 111 million yuan from January to October 2020 and 2021 respectively, and a net profit of 8.3467 million yuan and 12.392 million yuan respectively. Compared with the performance commitment of no less than 160 million yuan in the next three years, the company's business still needs explosive growth.
Now, without lithium resources, can the tailings recycling business continue?
In this regard, the regulatory authorities require Anshan Heavy Duty Mining Machinery Co.Ltd(002667) to explain whether the acquisition of Jinhui regeneration is still in line with the company's business strategy in the case of terminating the acquisition of 51% equity of Jiangxi Tong'an in combination with the progress related to the acquisition of 70% equity of Jinhui regeneration and the default terms of the long-term supply contract with Jiangxi Tong'an.
The plan prepared by Anshan Heavy Duty Mining Machinery Co.Ltd(002667) is to sign a long-term supply agreement. On the evening of January 9, Anshan Heavy Duty Mining Machinery Co.Ltd(002667) announced that it planned to order lithium containing raw ore (grade range: 0.3% - 0.5%) from Tong'an, Jiangxi Province. The annual total purchase volume shall not be less than 600000 tons, the monthly supply volume shall not be less than 50000 tons, and the purchase unit price shall be the market price.
"How to supply without mining certificate?" In this regard, the regulatory letter also requires that in combination with the relationship between Qiangqiang investment and Jiangxi Tong\'an and the fact that Jiangxi Tong\'an cannot obtain the updated mining license, Anshan Heavy Duty Mining Machinery Co.Ltd(002667) it is necessary to explain whether Jiangxi Tong\'an has the ability to supply goods as agreed.
