Securities code: 002312 securities abbreviation: Sichuan Development Lomon Co.Ltd(002312) Announcement No.: 2022-012
Sichuan Development Lomon Co.Ltd(002312)
Announcement on resolutions of the 14th meeting of the 6th board of directors
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.
1、 Convening of board meeting
The notice of the 14th meeting of the 6th board of directors of Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as "the company") was sent by mail on January 7, 2022, and the meeting was held by means of communication voting at 9:30 on January 14, 2022. There are 9 directors who should attend the meeting and 9 actually attended the meeting. The meeting was presided over by Chairman Mao Fei. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting comply with the relevant provisions of the company law and the articles of association, and the voting at the meeting is legal and effective.
2、 Deliberations of the board meeting
After deliberation and open ballot by the directors present, the following proposals were adopted at the meeting:
(I) the proposal on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions in compliance with relevant laws and regulations was deliberated and adopted
The company intends to issue shares to Sichuan Development Mining Group Co., Ltd. (hereinafter referred to as "Chuanfa mining") and Sichuan Salt Industry Corporation (hereinafter referred to as "Sichuan salt industry") to purchase 100% equity of Sichuan development Tianrui Mining Co., Ltd. (hereinafter referred to as "Tianrui mining") jointly held by them (hereinafter referred to as "this transaction").
In accordance with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring"), the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies and other laws, regulations and normative documents, After the company's careful self-examination and demonstration of the actual situation and related matters, the board of Directors believes that this transaction complies with the provisions of the above laws, administrative regulations and normative documents.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Mao Fei, a related director, abstained from voting.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions was deliberated and adopted item by item
1. Overview of transaction scheme
The company plans to issue shares to Chuanfa mining and Sichuan salt industry to purchase 80% and 20% equity of Tianrui mining respectively (hereinafter referred to as the "underlying assets"), and the consideration paid for issuing shares accounts for 100% of the consideration of this transaction. After the completion of this transaction, Tianrui mining will become a wholly-owned subsidiary of the company.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Mao Fei, a related director, abstained from voting.
2. Issue shares to purchase assets
The transaction price is determined by reference to the appraisal value of the subject assets listed in the appraisal report issued by the appraisal institution and filed with the competent State-owned Assets Supervision and administration institution on the benchmark date, and after negotiation by all parties. Taking June 30, 2021 as the appraisal base date, the appraisal value of 100% equity of Tianrui mining is 955749900 yuan. Through friendly negotiation between the transaction parties, it is determined that the transaction consideration of 100% equity of Tianrui mining is 955749900 yuan.
In this transaction, the company intends to pay the acquisition consideration to the counterparty by issuing shares. The specific payment is shown in the table below:
Number of shares (shares) of share based payment of the underlying asset counterparty (RMB 10000)
Tianrui mining Chuanfa mining 76459.99 99687082
100% equity Sichuan salt 19115.00 24921770
Total 95574.99 124608852
Note: for the shares issued to the counterparty this time, if the calculation result is less than 1 share, the balance shall be included in the company's capital reserve.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Mao Fei, a related director, abstained from voting.
3. Issue price and number of shares involved in this transaction
(1) Stock type
The type of shares issued this time is domestic listed ordinary shares (A shares), with a par value of RMB 1.00 per share. Voting results: 8 in favor, 0 against and 0 abstention. Mr. Mao Fei, a related director, abstained from voting.
(2) Distribution object and distribution method
The objects of this issuance are Sichuan development mining and Sichuan salt industry, and the issuance method is non-public issuance of shares to specific objects.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Mao Fei, a related director, abstained from voting.
(3) Issue price
The pricing benchmark date for the purchase of assets by issuing shares is the announcement date of the resolution of the fifth meeting of the sixth board of directors of the company. According to the measures for the administration of reorganization, the price of shares issued by a listed company shall not be lower than 90% of the market reference price. The market reference price is one of the average trading prices of the company's shares 20 trading days, 60 trading days or 120 trading days before the announcement date of the resolution of the board of directors to purchase assets by issuing shares. The average trading price of the company's shares on the trading days before the announcement of the resolution of the board of directors = the total trading volume of the company's shares on the trading days before the announcement of the resolution / the total trading volume of the company's shares on the trading days before the announcement of the resolution.
The details of the average stock trading price and 90% of the average trading price 20 trading days, 60 trading days and 120 trading days before the company's pricing benchmark date are shown in the table below:
The average stock trading price is calculated as 90% (yuan / share) of the average interval trading price (yuan / share)
10.31 9.28 in the first 20 trading days
9.36 8.43 in the first 60 trading days
8.52 7.67 in the first 120 trading days
Through friendly negotiation between all parties to the transaction, the issue price of the shares to purchase assets is determined as 7.67 yuan / share, which is not lower than 90% of the average stock transaction price 120 trading days before the pricing benchmark date. The final issue price must be approved by the CSRC. During the period from the pricing base date to the issue date, if the company has ex rights and ex interests such as dividends, allotment of shares, conversion of capital reserve into share capital, the issue price and the number of shares issued shall also be adjusted accordingly in accordance with relevant regulations.
The adjustment formula of the issue price is as follows:
Distribution of stock dividends or conversion of capital reserve into share capital: P1 = P0 / (1 + n);
Additional shares or allotment: P1 = (P0 + a) × k)/(1+k)；
The above two items shall be carried out simultaneously: P1 = (P0 + a) × k)/(1+n+k)；
Cash dividend: P1 = p0-d;
The above three items shall be carried out simultaneously: P1 = (p0-d + a) × k)/(1+n+k)。
Where: P0 is the effective issue price before adjustment, n is the share offering rate or share capital conversion rate, K is the share allotment rate / new share issuance rate, a is the share allotment price / new share price, D is the cash dividend per share, and P1 is the effective issue price after adjustment.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Mao Fei, a related director, abstained from voting.
(4) Number of issues
In this transaction, the number of shares issued by the company to the counterparty will be calculated according to the transaction price of the target company: the number of shares issued = the transaction price of the target company ÷ the issue price. The number of new shares obtained by the counterparty calculated according to the above formula shall be rounded down to shares, and the part less than one share shall be directly included in the capital reserve.
According to the transaction price agreed by all parties and the above formula, the number of shares issued in this transaction is 124608852 shares, and the number of shares subscribed by each counterparty is as follows:
Number of underlying assets subscribed by the counterparty (shares)
Tianrui mining Chuanfa mining 99687082
100% equity of Sichuan salt industry 24921770
Total 124608852
Note: if the number of shares issued to the counterparty is less than 1 share, the balance shall be included in the company's capital reserve.
If the issue price is adjusted accordingly due to the company's ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issue quantity will also be adjusted accordingly. Finally, the issuance quantity approved by the CSRC shall prevail.
4. Share lock up period
After the completion of this transaction, Sichuan development mining and Sichuan salt industry obtain the shares of the company through this transaction, which shall not be transferred within 36 months. Sichuan development mining and Sichuan salt industry promise that within 6 months after Sichuan development mining and Sichuan salt industry acquire the company's shares, if the closing price of the company's shares is lower than the issue price for 20 consecutive trading days, or the closing price at the end of 6 months after acquiring the company's shares is lower than the issue price, the lock up period of the above shares will be automatically extended for at least 6 months. The shares of the company held by Chuanfa mining before this transaction shall not be transferred within 18 months from the date of the end of this issuance.
During the share lock-in period, the shares derived from the consideration shares held by the counterparty, such as bonus shares and shares converted from capital reserve, also comply with the above lock-in arrangements.
If the above lock-in period commitment is inconsistent with the latest regulatory opinions of the securities regulatory authority and other government agencies, the counterparty promises to adjust the lock-in period commitment according to the regulatory opinions of the relevant securities regulatory authority or government agencies; After the expiration of the above lock-in period, the transfer and transaction of the consideration shares held by the counterparty shall be handled in accordance with the laws, regulations, normative documents in force at that time and the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Mao Fei, a related director, abstained from voting.
5. Performance commitment and compensation arrangement, impairment test, profit and loss arrangement in transition period
(1) Performance commitment period
The performance commitment period of this transaction is three consecutive fiscal years after the implementation of this transaction, namely 2022, 2023 and 2024.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Mao Fei, a related director, abstained from voting.
(2) Performance commitment assets and commitment amount
The appraisal results of the underlying assets of this transaction are based on the asset-based method, but the mining rights and other intangible assets (including patents, patent application rights and development expenses) of the underlying company are evaluated by the valuation method based on the expectation of future income, Tianrui mining needs to make corresponding performance commitments on mining rights and other intangible asset groups (including patents, patent application rights and development expenses) (hereinafter collectively referred to as "performance commitment asset group") during the performance commitment period.
Based on the appraisal report issued by the appraisal institution on Tianrui mining, Chuanfa mining and Sichuan salt industry made corresponding performance commitments to the company on the performance of mining rights in the forecast period of Tianrui mining. Sichuan development mining and Sichuan salt industry promise that the cumulative net profit after deducting non recurring profits and losses in the three years under the mining right of the target company shall not be less than 310.68 million yuan, of which the audited net profit after deducting non recurring profits and losses in 2022, 2023 and 2024 shall not be less than 74.56 million yuan, 103.55 million yuan and 132.57 million yuan respectively. The company will separately disclose the difference between the net profit realized by Tianrui mining right and the predicted net profit promised in the same period in the annual reports of each year of the performance commitment period, and the accounting firm will issue a special audit report.
Note: the calculation method of mining right standard is subject to the standard of this transaction evaluation report. Compared with the net profit of business combination standard, the main difference is that the amortization of mining right itself is not deducted under the standard of mining right, and the financial expenses other than working capital are not considered.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Mao Fei, a related director, abstained from voting.
(3) Compensation mode and calculation formula
① Calculation of compensation amount
The company confirms with the counterparty that, according to the special audit report of each fiscal year within the performance commitment period, after the expiration of the performance commitment period, if the total accumulated actual net profit of the target company's performance commitment assets does not reach the total accumulated committed net profit, the transaction will compensate the company.
Compensation amount = (total committed net profits of the subject company during the compensation period - total realized net profits of the subject company during the compensation period) ÷ total committed net profits of the subject company during the compensation period × The price of this 100% equity transaction of Tianrui mining.
Since the valuation of 100% equity transaction of Tianrui mining in this transaction is based on the evaluation results of Tianrui mining under the asset-based method, the above compensation amount has covered the corresponding compensation amount of the performance commitment asset group, and the above performance commitment method is in line with the reorganization management measures and relevant regulations.
② Calculation of compensation shares
Number of compensation shares = compensation amount / issue price of this issue.
The accumulated net profit actually realized can be negative; Cumulative committed net profit - when cumulative actually realized net profit ≤ 0, it is taken as 0.
When the accumulated actually realized net profit is greater than the accumulated committed net profit, the counterparty does not need to compensate.
If the company has cash dividends during the performance commitment period, the cumulative dividend income of the compensated shares calculated by the counterparty according to the above formula shall be returned to the company free of charge. Performance commitment period
