Sichuan Development Lomon Co.Ltd(002312) reorganization table
Company abbreviation Sichuan Development Lomon Co.Ltd(002312) company code 002312
Whether the amount transaction involved in the reorganization constitutes the reorganization measures
(10000 yuan) 95574.99 major assets specified in Article 12 No
recombination
Whether the issuance of shares is involved? Whether it constitutes Article 10 of the reorganization measures? No
Restructuring and listing as stipulated in Article 3
Whether supporting financing is involved no, whether it needs to apply to the CSRC for approval yes
Listed companies and their current directors, current directors and senior managers of listed companies
Senior managers are managers within the last 36 months
No, there is no question whether they have not been administrated by the CSRC for suspected crimes
Being placed on file for investigation by a judicial organ is a punishment, or within the last 12 months
Whether the investigation or suspected violation of laws and regulations has not been punished by the stock exchange
The non-public offering was publicly condemned by the China Securities Regulatory Commission
Check whether the situation does not violate the securities issuance administration
Article 39 of the measures.
Name of material submitter song Huamei contact number of material submitter 15828682036
Name of independent financial adviser: Huatai United Securities has financial adviser sponsors Zhu Hongwei and Feng zhexiao
Limited liability company
Legal counsel: Yao Gang, Fei Dong and Zhou Yong, lawyers of Taihe Thai Legal Affairs Office
place
Audit project leader of Sichuan Huaxin (Group)
Name of audit institution: accounting firm (signature): Qin Mao, Nie Xiaobing, Qiu Youzhen
Special general partnership)
Name of appraisal institution: Liu Zhongjie, Guan Heng, principal of Sichuan Tianjian Huaheng assets appraisal project
Property Appraisal Co., Ltd. (signatory)
Submission Date: January 14, 2022 whether to handle securities suspension before submitting the daily report no
Key points of the scheme
Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as " Sichuan Development Lomon Co.Ltd(002312) ") was established in 1997 and listed on Shenzhen Stock Exchange in 2009, with stock code of 002312. Sichuan Development Lomon Co.Ltd(002312) completed the acquisition of 100% equity of longmang Dadi Agriculture Co., Ltd., the leader of phosphorus chemical subdivision, in 2019 and began to enter the field of phosphorus chemical industry. In 2020, Sichuan Development Lomon Co.Ltd(002312) focused on the field of fine phosphate and achieved rapid growth in its main business. At the same time, Sichuan Development Lomon Co.Ltd(002312) completed the stripping of the traditional financial service outsourcing business dimension.
Sichuan Development Lomon Co.Ltd(002312) it is proposed to issue shares to the counterparties Sichuan Development Mining Group Co., Ltd. and Sichuan Salt Industry Corporation to purchase 80% and 20% equity of Sichuan development Tianrui Mining Co., Ltd. (hereinafter referred to as "Tianrui mining") respectively. Brief description of the scheme: 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 by 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.
Before this transaction, the listed company focused on the field of fine phosphate and took the industrial grade monoammonium phosphate with the first market share in China
Effect and feed grade dicalcium phosphate are the core products. Through the mode of "combination of fertilizer and salt and cascade development", fertilizer grade phosphate and compound fertilizer are produced to maximize the benefits of fine phosphate and fertilizer phosphate. Phosphate rock is the main raw material for the main business of listed companies. At present, the listed company has production bases in Mianzhu and Xiangyang respectively, of which the phosphate production capacity of Mianzhu base is 1.8 million tons and that of Xiangyang base is 300000 tons. At present, the Baizhu Phosphate Mine of the listed company has been in normal production and can meet the use of phosphate ore in Xiangyang base after reaching the production capacity. However, because the Mianzhu mine of the company is closed, Mianzhu base needs to purchase more than 2 million tons of phosphorus ore every year.
The main business of the target company, Tianrui mining, is the mining, dressing and sales of phosphorus ore. It owns the phosphate rock resources of tongchanggeng (No. 8 ore block) of laoheba phosphate rock in Sichuan Province, and has obtained the mining license corresponding to the phosphate rock production scale of 2.5 million tons / year. Tianrui mining and Sichuan longmang Phosphorus Chemical Co., Ltd., a wholly-owned subsidiary of the listed company, are upstream and downstream of the industrial chain. Tianrui mining is the main supplier of phosphorus ore, the main raw material of longmang phosphorus chemical.
The acquisition of Tianrui mining will help the listed company to improve the company's phosphorus chemical industry chain, reduce the adverse impact of the price fluctuation of purchased phosphorus ore on the profitability of the listed company, improve the value and profitability of the listed company's main business, and comply with the company's development strategy of mineralization.
This transaction adopts the way of issuing shares. The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the fifth meeting of the sixth board of directors of the listed company, and the issue price is 7.67 yuan / share, which is not less than 90% of the average price of the shares of the listed company on the date of issuing new shares 120 trading days before the pricing benchmark date, which is in line with the relevant provisions of the administrative measures for major asset restructuring of listed companies.
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 by 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. Calculated according to the issue price of 7.67 yuan / share, the number of shares to be issued this time is 124608852 shares.
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January 14, 2002
