Zhongshui Zhiyuan Assets Appraisal Co., Ltd
About China Securities Regulatory Commission
Reply to the notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 220580)
About China Securities Regulatory Commission
Reply to the notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 220580)
China Securities Regulatory Commission:
Zhongshui Zhiyuan Assets Appraisal Co., Ltd. (hereinafter referred to as “Zhongshui Zhiyuan”) accepts the entrustment of Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd. (hereinafter referred to as “coking coal group”) and Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as ” Shanxi Coking Coal Energy Group Co.Ltd(000983) ” and “listed company”), The appraisal report on the assets held by JJC group (hereinafter referred to as “JJC”) was issued after JJC group issued the appraisal report on the date of ; Entrusted by Shanxi Coking Coal Energy Group Co.Ltd(000983) for the purpose of Shanxi Coking Coal Energy Group Co.Ltd(000983) intending to acquire 49% equity of Shanxi Huajin Mingzhu Coal Industry Co., Ltd. (Huajin coking coal holding subsidiary, hereinafter referred to as “Mingzhu coal industry”) jointly held by natural persons Li Jinyu and Gao Jianping by issuing shares and paying cash, the company conducted the appraisal on July 31, 2021 and issued the asset appraisal report (Zhongshui Zhiyuan pingbao Zi [2021] No. 040019).
Shanxi Coking Coal Energy Group Co.Ltd(000983) received the notice of feedback on the first examination of administrative licensing projects issued by the CSRC (No. 220580) on April 28, 2022. According to the verification requirements, Zhongshui Zhiyuan organized the evaluation project team to carefully study and analyze the relevant issues of your feedback, and issued this verification opinion on the reply to the relevant issues of asset evaluation issued by the listed company.
The details are reported as follows:
Question 2 the application documents show that 1) Jining coal industry is a subsidiary that constitutes more than 20% of the audited total assets, operating income, net assets or net profit sources of Huajin coking coal in the latest period and has a significant impact. 2) On August 26, 2020, Huajin coking coal filed a lawsuit on adjusting the shareholding ratio of Huajin coking coal in Jining coal industry with Jining coal industry as the defendant and the natural person shareholder of Jining coal industry as the third person. As of the signing date of the transaction restructuring report, the trial of the case has not been completed. Please your company: 1) disclose the latest progress of the above litigation matters, and analyze whether the litigation will affect the clarity of Jining coal industry ownership and lead to the uncertainty of Huajin coking coal’s control and actual control over Jining coal industry in combination with the possible legal risks of the litigation matters, Whether the transaction complies with the provisions of item (IV) of paragraph 1 of Article 11 of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the restructuring measures); The impact of the lawsuit on the operation of Jining Coal Industry Co., Ltd. and this transaction, as well as the countermeasures against the above impact. 2) Whether the accounting treatment involved in the supplementary disclosure of the above matters complies with the provisions of the accounting standards for business enterprises, and whether the impact of relevant matters on the valuation of this transaction is reasonably considered. Independent financial advisers, lawyers, accountants and appraisers are invited to verify the full demonstration and express clear opinions.
reply:
2、 Evaluate whether the impact of relevant matters on the pricing of this transaction is reasonably considered.
Huajin Coking Coal Co., Ltd. sued Shanxi Huajin Jining Coal Industry Co., Ltd. (Huajin coking coal holding subsidiary, hereinafter referred to as “Jining coal industry”) mainly to solve the problem of shareholders’ shareholding ratio. Since Huajin coking coal filed a lawsuit to Shanxi Higher People’s court in August 2020, Jining coal industry has been in normal production and operation. According to the letter of confirmation that the equity litigation will not affect the production and operation of Jining coal industry jointly issued by Han Linchun, Ma Qinxue, Li Haiping and Li Linping, the natural person shareholders currently registered in Jining coal industry, it is confirmed that the production and operation management of Jining coal industry has remained normal since Huajin coking coal filed the above-mentioned litigation. As the shareholder of Jining coal industry during the litigation period, he will also give priority to ensuring the normal operation and management of Jining coal industry, Ensure that the production and operation of Jining coal industry will not be adversely affected by such litigation. The subject asset of this acquisition is 51% equity of Huajin coking coal, so the appraisal scope is 51% equity of Jining coal industry, which is undisputed and clearly owned by Huajin coking coal; At that time, the new equity involved after the litigation judgment will be inherited by the newly established Shanxi Huajin Energy Technology Co., Ltd. (hereinafter referred to as Huajin energy), which will not have a significant impact on the existing evaluation conclusion and transaction pricing. In conclusion, the appraisal has reasonably considered the impact of relevant matters on the pricing of this transaction, and believes that the lawsuit will not affect the normal production and operation of Jining coal industry, and will not have a significant impact on the existing appraisal conclusion and transaction pricing.
3、 Verification opinions of evaluation organization
After verification, the asset appraisal institution believes that:
The impact of Huajin coking coal suing Jining coal industry on the pricing of this transaction has been reasonably considered during the evaluation. The lawsuit will not affect the normal production and operation of Jining coal industry and will not have a significant impact on the existing evaluation conclusion and transaction pricing.
According to the application document of question 3, 1) Huajin coking coal promises that the net profit deducted from non parent company from 2021 to 2024 will not be less than 1.357 billion yuan, 1.218 billion yuan, 1.229 billion yuan and 1.862 billion yuan respectively. Therefore, Huajin coking coal group promises that the cumulative net profit of Huajin coking coal from 2021 to 2024 will be 5.666 billion yuan. 2) Amount to be compensated in the performance commitment period = (cumulative committed net profit – cumulative actual net profit) ÷ cumulative committed net profit × The trading price of 51% equity of Huajin coking coal shall be calculated and compensated at one time after the expiration of performance commitment. 3) The performance commitment amount is the amount attributable to the shareholders of Huajin coking coal’s parent company in the net profit predicted in the mining right evaluation report of Shaqu No. 1 mine, Shaqu No. 2 mine, Jining mine and Mingzhu mine subordinate to Huajin coking coal. There is a certain difference between the profit forecast of mining right evaluation and the profit forecast of asset evaluation income method of Huajin coking coal equity. 4) From January to November 2021, Huajin coking coal realized a net profit (simulated financial statement) of 1.901 billion yuan. 5) In this transaction, coking coal group issued a commitment of compensation or compensation for the subject assets, real estate and land property rights, safe production, super capacity production, etc. Please your company: 1) supplement and disclose the cash flow prediction process and results in the prediction period of mining right evaluation. 2) Whether the basis for determining the amount of performance commitment is sufficient in combination with the predicted cash flow of the corresponding year of the mining right, the amount attributable to the shareholders of Huajin coking coal parent company in the predicted net profit of the mining right evaluation, and the deduction of non attributable net profit under the income method of Huajin coking coal asset evaluation, And the reason and rationality of the inconsistency between the measurement caliber of the performance commitment amount and the performance commitment asset group (Huajin coking coal deducting non parent net profit). 3) In combination with the above, the actual performance of Huajin coking coal has exceeded the promised performance more from January to November 2021, the performance compensation period of this transaction includes 2021, and the one-time calculation of the compensation amount after the expiration of the performance commitment, the supplementary disclosure of whether the performance commitment scheme complies with Article 35 of the restructuring measures and the relevant provisions of the guidelines for the application of regulatory rules – listing class 1, Whether it is conducive to protecting the rights and interests of listed companies and minority shareholders.
4) Supplementary disclosure of coking coal group’s ability to perform the above compensation or compensation commitments, the calculation method of compensation or compensation amount, and specific measures to ensure performance. 5) Supplementary disclosure of the reasons and rationality of Li Jinyu and Gao Jianping’s failure to make performance commitment to Shanxi Huajin Mingzhu Coal Industry Co., Ltd. (hereinafter referred to as Mingzhu coal industry), the subject asset holding 49%, and whether it is conducive to protecting the interests of listed companies and minority shareholders. Independent financial advisers, lawyers and appraisers are invited to check and express clear opinions.
Reply: I. supplementary disclosure of the cash flow prediction process and results in the prediction period of mining right evaluation (I) the cash flow prediction process and results of Shaqu No. 1 mine. The cash flow prediction results and detailed calculation summary of Shaqu No. 1 mine are shown in the following table.
Benchmark: 2021
Total 20222023 20242025 20262027 20282029 daily investment from August to December
I. cash inflow 2102819395 0.00874517324055709237945593244718832447188324471883244718834823070
1. Sales revenue 2071238931874517323794559237945593244718832447188324471883244718832447188324471883244718832447188
2. Residual (residual) value of recovered fixed assets 9474476 0.00 0.00 0.00 0.00 0.00 0.00445478
3. Recovered residual value of intangible assets 65.01
4. Recovered working capital 7138381 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
5 fixed assets input tax 14961106 0. Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) 50 0.00 0.00 0.00 0.00 0.001930404
II. Cash outflow 14875528273571621056075231744711915047848214011631954474719552239195462251955434436183841
1. Subsequent geological exploration investment 0.00
2. Investment in fixed assets 44432794284216872270000
3. Investment in intangible assets 37671332059720 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
4. Renovation fund 105439198 0.00 0.00 0.00 0.00 0.00 0.00 0.0014849263
5. Input tax of renovation funds 13343919 0.00 0.00 0.00 0.00 0.00 0.00 0.001930404
6 working capital 713838152348031903578 0.00
7. Operating cost 946344370408907810980561107725611327592913275929132759291327592913275929132759291327592913275929
8 sales tax and surcharges 168742001721573193050519566202655694265569426556942655694265569426556942462654
9 enterprise income tax 198345031796872226605323186673565962 3
