Sichuan Development Lomon Co.Ltd(002312) board of directors
Explanation that this transaction does not constitute reorganization and listing
Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as “the company”) intends to issue shares to Sichuan Development Mining Group Co., Ltd. (hereinafter referred to as “Chuanfa mining”) to purchase 80% equity of Sichuan development Tianrui Mining Co., Ltd. (hereinafter referred to as “the target company” and “Tianrui mining”) Issue shares to Sichuan Salt Industry Corporation to purchase 20% equity of Tianrui mining (hereinafter referred to as “this transaction”), and Tianrui mining will become a wholly-owned subsidiary of the company after the completion of this transaction.
According to Article 13 of the measures for the administration of major asset restructuring of listed companies, the company’s explanation on whether this transaction constitutes restructuring and listing is as follows:
On August 31, 2020, Chuanfa mining signed the conditional effective share subscription agreement with the company, and Chuanfa mining will subscribe 385865200 non-public shares of the company at the price of 5.12 yuan / share. On March 19, 2021, the company issued new non-public shares and was listed on Shenzhen Stock Exchange. After the issuance of the company and the reorganization of the board of directors, the controlling shareholder was changed from Mr. Bujian to Chuanfa mining, and the actual controller of the company was changed from Mr. Bujian to the state owned assets supervision and Administration Commission of Sichuan provincial government (hereinafter referred to as “Sichuan SASAC”). As of the issuing date of this note, Chuanfa mining holds 21.88% of the shares of the company.
After the completion of this transaction, the controlling shareholder of the company is still Chuanfa mining, and the actual controller is still Sichuan SASAC. According to the measures for the administration of major asset restructuring of listed companies, the total assets, transaction amount, net assets, operating income and other indicators of this transaction are calculated as follows:
Unit: 10000 yuan, share
Total assets net assets items to be issued in this transaction, transaction amount and transaction amount, whichever is higher, number of operating income shares
Which is the higher value
Target company: 157264.85 95574.99 23524.70 124608852
Total project assets net assets operating income total equity
Listed company 733456.48 383150.02 517991.18 1763196292
Index proportion: 21.44%, 24.94%, 4.54%, 7.07%
Note: the financial data of the subject company are the total assets, net assets and operating income generated in 2020 by the end of September 2021; The financial data of listed companies are the total assets, net assets and operating income generated in 2020 as of the end of 2020.
In this transaction, the relevant indicators of the underlying assets (100% equity of the underlying company) did not exceed 100% of the corresponding indicators of the year before the change of control of the listed company; Tianrui mining is mainly engaged in phosphate rock mining, processing and sales, which is the upstream of the listed company’s main business phosphorus chemical business. Before and after this transaction, there was no fundamental change in the main business of the listed company. Therefore, this transaction does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies.
It is hereby explained.
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(there is no text on this page, which is the signature page of the Sichuan Development Lomon Co.Ltd(002312) board of directors’ statement that this transaction does not constitute reorganization and listing)
Sichuan Development Lomon Co.Ltd(002312) board of directors January 14, 2002
