Securities code: Shandong Yulong Gold Co.Ltd(601028) securities abbreviation: Shandong Yulong Gold Co.Ltd(601028) Announcement No.: 2022030 Shandong Yulong Gold Co.Ltd(601028)
About the acquisition of 100% equity of nqm gold by a wholly-owned subsidiary and
Announcement on signing the supplementary agreement on equity transfer
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The wholly-owned subsidiary of Shandong Yulong Gold Co.Ltd(601028) (hereinafter referred to as “the company”, “listed company” or ” Shandong Yulong Gold Co.Ltd(601028) “) Yurun gold Pty Ltd (hereinafter referred to as “Yurun gold”) intends to acquire CQT holdings Pty Limited (hereinafter referred to as “CQT holding”) in cash, a wholly-owned subsidiary of Shandong Tianye Gold Mining Co., Ltd. (hereinafter referred to as “Tianye gold”) 100% equity of nqm gold 2 Pty Ltd (hereinafter referred to as the “target company”) held by the target company to obtain the control right of pajingo gold mine held by the target company (hereinafter referred to as “this transaction”). The transaction consideration of this transaction is 9028246 million yuan.
This transaction is an intra group asset reorganization between two enterprises controlled by enterprises invested by the same country, and does not involve new overseas investment.
The cumulative net profit committed by the target company in 2022, 2023 and 2024 is $116 million, which is not less than $36 million in 2022, not less than $39 million in 2023 and not less than $41 million in 2024 respectively. When the net profit realized by the target company in each year during the performance commitment period is lower than the promised net profit of that year, the performance indemnifier Jinan high Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) Construction Development Co., Ltd. (hereinafter referred to as “high tech urban construction”) shall compensate the compensated party Shandong Yulong Gold Co.Ltd(601028) in advance according to the method agreed in the agreement, and the difference indemnifier Jinan High-Tech Development Co.Ltd(600807) smart Valley Investment Real Estate Co., Ltd. shall compensate the balance that cannot be compensated by high tech urban construction.
This transaction constitutes a connected transaction and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
This transaction has been deliberated and approved at the 26th meeting of the 5th board of directors and the 22nd Meeting of the 5th board of supervisors. The following procedures need to be performed for this transaction:
1. Have the right to approve the transaction by the state-owned assets supervision and administration institution;
2. The transaction and related matters have been deliberated and approved by the shareholders’ meeting of Shandong Yulong Gold Co.Ltd(601028) and Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (hereinafter referred to as ” Jinan High-Tech Development Co.Ltd(600807) “);
3. Other procedures required by Shanghai Stock Exchange and other regulatory authorities (if necessary);
4. This transaction has been approved by the Australian Foreign Investment Review Board (FIRB);
5. This transaction has been filed by Shandong development and Reform Commission;
6. This transaction has been filed by Shanghai Municipal Commission of Commerce;
7. Other possible approval / filing procedures.
There are no major legal obstacles to the implementation of this transaction.
Risk tips:
1. This transaction still needs to go through a number of approval / filing procedures, including but not limited to the deliberation of the general meeting of shareholders of listed companies, the examination of the Australian Foreign Investment Review Commission, the filing of the Shandong development and Reform Commission, etc. Whether the transaction can obtain the above approval or approval and the acquisition time are uncertain, and there is a risk of transaction failure due to failure of approval;
2. The main product of the target company is standard gold, and the trading price of standard gold is closely related to the gold price in the international market. The international gold price fluctuates continuously under the influence of global macro-economic and other factors (such as inflation, exchange rate, oil price and political situation), which brings uncertainty to the future performance of the target company. The risk of further fluctuation of gold price cannot be ruled out in the future.
3. During the performance commitment period, in case of unexpected macroeconomic fluctuations, force majeure, intensified market competition, sharp decline in gold price and other circumstances, the subject company has the risk that the performance commitment cannot be realized. Please pay attention to investment risks.
1、 Overview of related party transactions
Yurun gold, a wholly-owned subsidiary of the company, plans to acquire 100% equity of the target company held by CQT, a wholly-owned subsidiary of Tianye gold, in cash, in order to obtain the control of pajinge gold mine. The parties to the transaction signed the supplementary agreement to the equity transfer agreement on May 20, 2022. According to the appraisal results of “Zhonglian pingbao Zi [2021] No. 4033” assets appraisal report on the project of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. to sell 100% equity of nqm gold 2 Pty Ltd “issued by Zhonglian asset appraisal group Co., Ltd. (hereinafter referred to as” Zhonglian appraisal “), the appraisal value of the subject company is 9028246 million yuan. After negotiation between the two parties, the transaction consideration of this transaction is 9028246 million yuan.
This transaction is the internal asset restructuring of two listed companies controlled by the same state funded enterprise, and does not involve new overseas investment.
This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, but a related party transaction.
As of this related party transaction (excluding this transaction), in the past 12 months, the related party transactions related to the transaction category between the company and the same related party or different related parties have not reached more than 30 million yuan, and have not reached more than 5% of the absolute value of the company’s latest audited net assets.
This transaction has been deliberated and approved at the 22nd and 26th meetings of the 5th board of directors of the company, and the related directors have avoided voting on this transaction and related matters. This transaction still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related persons interested in this transaction will waive the right to vote on the proposal at the general meeting of shareholders.
2、 Introduction to related parties
(I) introduction to relationship
Yurun gold is a wholly-owned subsidiary of Shandong Yulong Gold Co.Ltd(601028) and the controlling shareholder of Shandong Yulong Gold Co.Ltd(601028) is Jinan High-Tech Development Co.Ltd(600807) Holding Group Co., Ltd. (hereinafter referred to as “Jigao holding”), CQT holding is a wholly-owned subsidiary of Jinan High-Tech Development Co.Ltd(600807) and the controlling shareholder of Jinan High-Tech Development Co.Ltd(600807) is Jinan Gao Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) Construction Development Co., Ltd. and 11 persons acting in concert including Jigao holding. Therefore, according to the relevant provisions of the Listing Rules of Shanghai Stock Exchange, CQT holding and Jinan High-Tech Development Co.Ltd(600807) and the listed company have a related relationship, and this transaction constitutes a related party transaction.
(II) basic information of related parties
1. Basic information
Company name: CQT holdings Pty Limited
Enterprise nature: unlisted joint stock limited company
Date of establishment: July 14, 2005
Place of registration: 3rd floor, 66 King Park Road, West Perth, Western Australia
The shareholder minjar gold Pty Ltd holds 100% of the shares
2. Main business
CQT Holdings has no actual business and is mainly engaged in the exploration and development of gold resources through pajinge gold mine controlled by its wholly-owned subsidiary nqm gold 2 Pty Ltd.
3、 Basic information of the target company
(I) basic information
Company name nqm gold 2 Pty Ltd
Enterprise nature: unlisted joint stock limited company
Date of establishment: December 21, 2007
Place of registration: F3, 66 King Park Road, West Perth, Western Australia
The shareholder CQT holdings Pty Ltd holds 100% of the shares
(II) main business
The target company holds the pakingo gold mine in Queensland, Australia, and its revenue mainly comes from gold ore mining and gold metal sales.
(III) description of ownership status
The ownership of the subject company of this transaction is clear, and there is no freezing, seizure, seizure or other restriction of rights. The subject company is not involved in major disputes such as litigation, arbitration and judicial enforcement, or other circumstances that hinder the transfer of ownership of the subject company.
(IV) financial indicators
Unit: 10000 yuan currency: RMB
Project December 31, 2021 / 2021 December 31, 2020 / 2020 (audited) (audited)
Total assets 95031027677468
Net assets 54750764523367
Operating income 70710016713317
Net profit 142315651
(V) after the completion of this transaction, the target company will be included in the consolidated statements of listed companies.
4、 Pricing basis of related party transactions
The final transaction price of this transaction is based on the evaluation results of the evaluation report issued by the asset evaluation institution with securities and futures business qualification and filed by economic high holdings. According to the appraisal results of the “Zhonglian pingbao Zi [2021] No. 4033” appraisal report on the assets of the project in which Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. plans to sell 100% equity of nqm gold2 Pty Ltd. issued by Zhonglian appraisal, the appraisal value of the subject company is 9028246 million yuan. The transaction consideration of the target company is RMB 9028246 million after negotiation between both parties
The evaluation of the target company is as follows:
(I) appraisal base date
June 30, 2021
(II) evaluation method
This appraisal adopts the income method and the market method, and the appraisal value is reasonably determined through the comparative analysis of the appraisal results of the two methods.
(III) assessment assumptions
1. General assumptions
(1) Transaction assumptions
The transaction assumption is to assume that all assets to be appraised are already in the process of transaction, and the appraiser will conduct valuation according to the simulated market such as the transaction conditions of the assets to be appraised. Transaction assumption is the most basic premise for asset appraisal.
(2) Open market hypothesis
The open market hypothesis is to assume that for the assets traded in the market or the assets to be traded in the market, the two sides of the asset transaction are equal to each other and have the opportunity and time to obtain sufficient market information, so as to make a rational judgment on the function, purpose and transaction price of the assets. The open market hypothesis is based on the fact that assets can be bought and sold publicly in the market.
(3) Asset going concern assumption
The assumption of continuous operation of assets refers to the continuous use of the appraised assets according to the current purpose, mode of use, scale, frequency and environment, and the normal continuation and maintenance of the normal production and operation of the mine after the expiration of the ownership of mining rights, or the use on the basis of changes, so as to determine the evaluation method, parameters and basis accordingly.
2. Special assumptions
(1) The current macroeconomic, financial and industrial policies of the countries or regions involved in the business of the appraised unit have not changed significantly;
(2) There is no significant change in the socio-economic environment and the tax, tax rate and other policies implemented by the appraised unit in the future operation period;
(3) The management of the appraised entity shall be responsible for their duties in the future operation period and continue to maintain the existing operation and management mode on the base date;
(4) The acquisition and utilization methods of the production and business premises of the appraised entity are consistent with the benchmark date without change;
(5) The capital required by the appraised entity to construct the main business related main assets can be timely and fully received, and the capital cost does not change greatly compared with its financing cost at this stage;
(6) The future production arrangement of ore mining and washing of the appraised unit is consistent with the production scheduling plan set in the mining and dressing scheme design issued by the appraised unit;
(7) The current appraisal assumes that the basic information and financial information provided by the client and the appraised unit are true, accurate and complete;
(8) The scope of the appraisal is only subject to the scope declared by the client and the appraised unit, and does not take into account the contingent assets and contingent liabilities that may exist outside the list provided by the client and the appraised unit;
(9) Inflation is not considered in this assessment.
(IV) evaluation conclusion
1. Income method
Appraisal conclusion: after the implementation of the appraisal procedures such as inventory and verification, market research and confirmation, evaluation and estimation, and the adoption of the discounted cash flow method (DCF), the book value of all shareholders’ equity of the subject company on the benchmark date of June 30, 2021 is $104066 million, the appraisal value is $186042 million, and the appraisal value is $81.976 million.
(1) Evaluation ideas
① For the assets and main businesses included in the statement scope, the expected income (net cash flow) shall be estimated respectively according to the change trend of operating conditions before and after the base date and the type of business, and the value of operating assets shall be discounted;
② For those included in the scope of statements but not considered in the estimation of expected income (net cash flow), such as the existence of monetary funds required for non daily operation on the base date, the enterprise shall not
