Securities code: Shanxi Coking Coal Energy Group Co.Ltd(000983) securities abbreviation: Shanxi Coking Coal Energy Group Co.Ltd(000983) Announcement No.: 2022044 Shanxi Coking Coal Energy Group Co.Ltd(000983)
Announcement on the revision of the report on issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) (Revised Draft)
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as “the company”, “listed company” and ” Shanxi Coking Coal Energy Group Co.Ltd(000983) “) received the notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 220580) (hereinafter referred to as “the notice”) issued by the China Securities Regulatory Commission (hereinafter referred to as “the CSRC”) on April 29, 2022. The CSRC has examined the administrative license application materials of the approval of Shanxi Coking Coal Energy Group Co.Ltd(000983) listed companies issuing shares to purchase assets submitted by the company according to law, and the company is required to make a written explanation and explanation on relevant issues, and submit a written reply to the administrative license Department of the CSRC within 30 working days.
According to the relevant requirements of the notice, the company actively prepared the reply with relevant parties and intermediaries, and revised, supplemented and improved the reorganization report and other relevant documents. The main contents updated and revised in the report on Shanxi Coking Coal Energy Group Co.Ltd(000983) issuing shares and paying cash to purchase assets and raising matching funds and connected transactions (Draft) (Revised Version) are described as follows (unless otherwise specified, the abbreviation or interpretation in this announcement has the same meaning as the words or abbreviations defined in the “interpretation” in the restructuring report): 1 “IV. performance commitments and compensation of this transaction” in “section I. overview of this transaction” additionally discloses “the sufficiency of the basis for determining the amount of performance commitments, the reasons and rationality for the inconsistency between the measurement caliber of the amount of performance commitments and the asset group of performance commitments, and the performance commitment scheme complies with Article 35 of the restructuring measures and the guidelines for the application of regulatory rules – listing class 1” Relevant regulations and analysis conducive to the protection of the rights and interests of listed companies and minority shareholders, the performance ability of coking coal group for relevant compensation or compensation commitments, the calculation method of compensation or compensation amount, and specific measures to ensure performance, and the reasons and rationality of Li Jinyu and Gao Jianping’s failure to make performance commitments to Shanxi Huajin Mingzhu Coal Industry Co., Ltd., the subject asset with 49% shareholding; 2. “Compliance with the historical evolution process of Huajin coking coal and its predecessor Huajin coking coal company’s previous equity changes” and other contents are supplemented and disclosed in “(II) historical evolution” of “section IV basic information of the transaction object”;
Section IV. main assets and liabilities of “Jinzhong coal” company “Relevant information and handling progress of land and houses with problematic ownership of the underlying assets, the impact on the pricing of this transaction, the transaction process and the production and operation of the underlying assets, as well as specific countermeasures or disposal arrangements if the relevant land and houses cannot be completed as scheduled”;
4. Supplementary disclosure is made in “(IX) description of separation matters involved in Huajin coking coal” of “I. Huajin Coking Coal Co., Ltd.” of “section IV transaction subject matter” “The reasons for the existence and division of the underlying assets, the completeness of the procedures for deliberation and registration related to the division, the specific arrangements for the delivery of relevant creditor’s rights and debts and assets and personnel, the basis for the division of assets and liabilities, the principles and methods of asset transfer and stripping and their impact on the corresponding financial indicators of the underlying assets, the tax payment and payment involved in the division, and whether the listed company has any subsequent acquisition plan or arrangement for Jining coal or equity” And other contents;
5. “Section IV basic information of the subject matter of the transaction” in “I. main qualifications of Huajin Coking Coal Co., Ltd.” (x) main qualifications of Huajin coking coal “supplemented and disclosed” the latest progress in the handling of relevant business qualifications, as well as the impact of qualification problems on the production, operation and performance of the subject assets and Countermeasures “;
6. “III. Shanxi Huajin Jining Coal Industry Co., Ltd.” of “section IV basic information of trading objects” supplementary disclosed the relevant information of Jining coal industry in accordance with the requirements of item (IX) of Article 16 of the standards for the contents and forms of information disclosure of companies issuing securities to the public No. 26 – major asset reorganization of listed companies;
7. Supplementary disclosure is made in “(II) historical evolution” of “III. Shanxi Huajin Jining Coal Industry Co., Ltd.” of “section IV basic information of transaction object” “The latest progress of Jining contingent equity related litigation, the impact of the litigation on the operation of Jining coal company and this transaction, and the corresponding countermeasures. In view of whether the litigation will affect the clarity of Jining Coal ownership, whether it will lead to the uncertainty of Huajin coking coal’s control and actual control over Jining coal industry, and whether this transaction is in line with the administrative measures for major asset restructuring of listed companies (hereinafter referred to as the restructuring measures) Item (IV) of paragraph 1 of Article 11 stipulates “analysis of problems such as”. 8. Supplementary disclosure is made in “(I) main business of the target company” of “IV. main business development of the target company” of “section IV basic information of the transaction target” “1) whether the production and operation of the subject assets comply with the national industrial policies and have been incorporated into the corresponding industrial planning layout, 2) the compliance of the built, under construction or proposed projects of the subject assets in terms of energy consumption and environmental protection, the production capacity of the industry in which the project is produced, 3) the energy conservation and emission reduction in the production and operation of the subject assets and the administrative punishment in terms of environmental protection”;
9. “(III) main business model” in “IV. main business development of the target company” of “section IV basic information of the subject matter of the transaction” supplemented and disclosed “the specific business model and revenue recognition time point of unified sales of Huajin coking coal through related parties, the necessity of unified sales of the subject assets through coking coal group and its ability to sell the main products independently, and the change and impact of the sales model of the subject assets and products after the completion of this transaction” And other contents;
10. “Main raw materials / products / services purchased in each period of the reporting period of the underlying assets” and other contents are supplemented and disclosed in “(VI) main raw materials and energy supply” of “IV. main business development of the underlying company” of “section IV basic information of the underlying transaction”; 11. “IV. main business development of the target company” (VII) safety production situation “in” section IV. trading target situation “supplemented the disclosure of” the reason and rationality of the use of safety production fee of Huajin coking coal exceeding the provision, whether the provision of safety production fee is sufficient, whether Huajin coking coal has a large safety risk, and the specific guarantee measures of the listed company for the safety production of the target assets and its subsidiaries after the completion of this transaction ” And other contents;
12. In “IV. main business development of the target company” of “section IV. trading target”, “XIII. Future profitability and stability of Huajin coking coal” and “(XIV) reaching production of Shaqu No. 1 Mine and Shaqu No. 2 mine”, supplementary disclosure of “progress of reaching production of Shaqu No. 1 mine and Shaqu No. 2 mine, impact on all aspects of this transaction and risk analysis” and other contents;
13. Supplementary disclosure is made in “v. relevant information of mining right evaluation cited” of “section V evaluation and pricing of subject assets” “Cash flow prediction process and results in the prediction period of mining right evaluation, the rationality of parameters selected in the evaluation process, such as coking clean coal price and reliability coefficient, the realizability of production and sales of raw coal, clean coal and other products in the prediction period, and the production rate and change analysis of clean coal in each main mining area of the subject asset”;
14. “(VI) fairness of the evaluation results” in “VI. analysis of the rationality of the evaluation of the underlying assets and the fairness of the pricing by the board of directors” of “section V evaluation and pricing of the underlying assets” supplemented the disclosure of “the reasons and rationality of the P / E ratio of Huajin coking coal (relative to the net profit attributable to the parent company in 2020) higher than that of comparable companies in the same industry”;
15. “VII. Parameters, reasons and rationality of differences between mining right evaluation and target asset income method evaluation” in “section V target asset evaluation and pricing” supplementary disclosure of “parameters of differences between mining right evaluation and target asset income method evaluation”;
16. “(I) Huajin coking coal” in “III. analysis of the financial situation and profitability of the subject company” of “section IX management discussion and analysis” supplemented the disclosure of “Huajin coking coal products (raw coal and clean coal) in different stages of each reporting period Analysis of the composition of the main business cost, whether the overdue and post period collection of the receivables of the subject asset is consistent with the credit period, whether there is abnormal collection, whether there is the risk that the amount cannot be recovered, whether the provision for bad debts is sufficient, whether the subject asset does not have significant debt repayment risk, and the specific reasons and rationality of the difference between the subject asset and the average gross profit margin of comparable companies in the same industry;
17. “I. horizontal competition” in “section 11 horizontal competition and related party transactions” supplemented and disclosed “the ownership of Huajin coking coal entrusted management enterprise, the compliance of relevant entrusted management, the measures to coordinate the specific operation of listed companies and entrusted enterprises during the custody period, whether it can effectively avoid horizontal competition during the custody period, and the subsequent placement plan”;
18. “Section 11 horizontal competition and related party transactions” (II) related party transactions “(I) related party transactions of the subject matter of the transaction during the reporting period)” supplemented and disclosed “the final sales realization of the products sold by the subject assets to related parties in each reporting period, the necessity, rationality and price fairness of related party procurement of Huajin coking coal, and whether relevant decision-making procedures have been fulfilled and measures to reduce related party procurement have been implemented” And other contents;
19. The analysis of “whether there is any early disclosure of insider information in this transaction” is supplemented in “7. Self inspection on the trading of shares of listed companies by relevant personnel in this transaction” of “section 13 other important matters”.
In addition to the above amendments and supplementary disclosures, the listed company has combed and self examined the full text of the restructuring report, improved a few digital or textual errors, and had no impact on the restructuring plan. It is hereby announced
Shanxi Coking Coal Energy Group Co.Ltd(000983) board of directors may 20, 2022
