Securities code: Sichuan Development Lomon Co.Ltd(002312) securities abbreviation: Sichuan Development Lomon Co.Ltd(002312) Announcement No.: 2022077
Sichuan Development Lomon Co.Ltd(002312)
Report on issuing shares to purchase assets and related party transactions (Draft)
(Revised Version) announcement of revision instructions
The company and all members of the board of directors 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.
Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as “the company”) intends to issue shares to purchase 100% equity of Sichuan development Tianrui Mining Co., Ltd. (hereinafter referred to as “the transaction”).
On May 6, 2022, the company received the notice of the CSRC on the second feedback on the examination of administrative licensing projects (No. 220395) (hereinafter referred to as the “feedback notice”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”). According to the requirements of the feedback notice, the company and relevant intermediaries will implement and reply to relevant matters one by one. The company has revised, supplemented and improved the report on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions (Draft) (Revised) (hereinafter referred to as “restructuring report (Revised)”).
The main amendments of the restructuring report (Revised Draft) are as follows (unless otherwise specified, the abbreviations or interpretations in this announcement have the same meaning as the words or abbreviations defined in the “interpretation” in the restructuring report (Revised Draft):
1. The company has additionally disclosed that the commencement of the construction project of the target company is subject to the approval of safety assessment and environmental assessment in “X. the subject company is involved in project initiation, environmental protection, industry access, land use, planning, construction and other related approval matters” of “section IV basic information of the transaction subject” of the restructuring report “(V) filing and approval of environmental protection and safety of Tianrui mining construction project”, There are no specific reasons for the construction of the project without approval, and there are no substantive obstacles to the relevant approval of the construction project.
2、 The company has written in “II. Analysis of the rationality of the evaluation of the underlying assets and the fairness of the pricing by the board of directors of the listed company” of “section V evaluation of the subject matter of the transaction” of the reorganization report “(XI) the realizability of the scheduled production of the mine to which the underlying assets belong and the specific impact of the extension of the technical transformation and expansion plan on the evaluation results and transaction pricing” It supplemented and disclosed the process characteristics of the filling method of the subject company, the safety risks of mining by this method, and the effective countermeasures to be taken, and disclosed the time point of relevant approval of each construction project, construction schedule, quantities, construction difficulty, technical maturity and other factors one by one, and disclosed the estimated production time point and its consistency with the progress assumed in the evaluation and prediction one by one, There is no great uncertainty in relevant matters and its impact on the assessed value.
3. The company has supplemented and disclosed the time point and amount judgment basis of the impairment of the beneficiation project of the target company, the specific contents of the impairment of the tailings project and the impairment test on each balance sheet date during the reporting period in “(I) financial condition analysis” of “IV. analysis of the financial condition, profitability and future trend of the target company” in “section IX management discussion and analysis” of the restructuring report.
4. The company has supplemented and disclosed the reasons and rationality for the large difference in the sales unit price between the asset-based method and the enterprise value income method in “II. Analysis of the rationality of the evaluation and pricing fairness of the underlying assets by the board of directors of the listed company” and “(x) rationality of the selection of the future sales price of phosphate rock” of “section V evaluation of the trading subject matter” of the reorganization report, The prudence of the sales unit price forecast under the income method and the impact of the above sales unit price difference on the valuation of the underlying assets.
5. The company has supplemented and disclosed the reasons and rationality for the large changes in the operating income and gross profit margin of the target company and the reasons and rationality for the large differences in the gross profit margin of raw ore and concentrate sales in “(II) profitability analysis” of “IV. analysis of the financial status, profitability and future trend of the target company” in “section IX management discussion and analysis” of the restructuring report The reasons and rationality of negative operating profit in 2021 and the stable and sustainable profitability of the underlying assets.
6. The company has supplemented and disclosed the prediction of environmental protection investment and expense, safety investment and expense of all items of the subject assets in “II. Analysis of the rationality of the evaluation of the subject assets and the fairness of pricing by the board of directors of listed companies” and “(XVIII) prediction of safety and environmental protection investment and expense” of “section V evaluation of the subject assets of the reorganization report; The verification, necessary investigation and review conducted by the independent financial consultant and appraiser before adopting the review conclusion of the environmental protection reclamation plan.
It is hereby announced.
Sichuan Development Lomon Co.Ltd(002312) board of directors may 18, 2002
