Ping An Securities Co., Ltd
about
Shanxi Coking Coal Energy Group Co.Ltd(000983) “notice on the first feedback on the examination of administrative licensing projects by CSRC”
of
Special verification opinions
Independent financial advisor
May, 2002
China Securities Regulatory Commission:
Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as ” Shanxi Coking Coal Energy Group Co.Ltd(000983) ” and “listed company”) received the notice on the first feedback on the examination of administrative licensing projects of China Securities Regulatory Commission (No. 220580) (hereinafter referred to as “feedback”) issued by your commission on April 28, 2022. Ping An Securities Co., Ltd. (hereinafter referred to as “Ping An Securities” and “independent financial consultant”) acted as the independent financial consultant of the listed company, Together with listed companies and other relevant intermediaries, we have carefully studied and implemented the issues involved in the “feedback” of your association. Now we express the following verification opinions on relevant matters.
Unless otherwise specified, the abbreviations in this verification opinion have the same meaning as those in the reorganization report. If any table in this verification opinion is inconsistent with the sum of the values listed in the table, unless otherwise specified, it is caused by rounding.
catalogue
catalogue 2 question 1 3 question 2 20 question 3 28 question 4 72 question 5 104 question 6 120 question 7 127 question 8 136 question 9 127 question 10 144 question 11 144 question 12 151 question 13 Question 14 185 question 15 185 question 16 203 question 17 210 question 18 215 question 19 247 question 20 254 question 21 two hundred and fifty-four
According to the application documents, 1) on July 31, 2021, Huajin Coking Coal Co., Ltd. (hereinafter referred to as Huajin coking coal or the underlying assets) carried out the survival division and established Shanxi Huajin Energy Technology Co., Ltd. (hereinafter referred to as Huajin energy). 2) Before April 2011, Huajin coking coal was held by Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd. (hereinafter referred to as coking coal group) and China Coal Energy Company Limited(601898) ( China Coal Energy Company Limited(601898) . SH) with 50% and 50% respectively. According to public data, China Coal Energy Company Limited(601898) incorporated Huajin coking coal into the consolidated financial statements. On April 11, 2011, the general office of Shanxi Provincial People’s government issued the minutes of the meeting on coordinating and straightening out the property right relationship and safety production management responsibility between Huajin coking coal company and Wangjialing coal mine. It was agreed that Huajin coking coal was controlled by coking coal group, with coking coal group holding 51% and China Coal Energy Company Limited(601898) holding 49%. Please your company: 1) supplement and disclose the reasons for the survival and division of the subject assets, whether the relevant review and registration procedures for the survival and division are complete, whether the specific arrangements for relevant creditor’s rights and debts, and whether the delivery of assets and personnel are clear. 2) In combination with the specific process of separation, supplement and disclose the basis for the separation of assets and liabilities, and whether the operating income, cost, expense and other subjects of Zhonghua Jinjiao coal can be accurately distinguished from Huajin energy in the process of preparing simulation statements; Whether the simulated statement involves asset transfer and divestiture, if so, the principle, method, specific divestiture and its impact on the corresponding financial indicators of the underlying assets; Combined with the differences between the simulated report and the original report, this paper analyzes the reasons and rationality of the major financial indicators of the subject assets (including the main subsidiary Shanxi Huajin Jining Coal Industry Co., Ltd.) in the reporting period. 3) Whether the division involves tax payment and its payment. 4) In combination with the agreement of relevant parties on the ownership of contingent equity of Shanxi Huajin Jining Coal Industry Co., Ltd. (Huajin coking coal holding subsidiary, hereinafter referred to as Jining coal industry) and the litigation situation of equity dispute of Jining coal industry during the separation of the underlying assets, supplementary disclosure shall be made on whether the listed company has any subsequent acquisition plan or arrangement for contingent equity of Jining coal industry after the completion of this transaction. Independent financial advisers, lawyers and accountants are invited to check and express clear opinions.
Reply: I. supplementary disclosure of the reasons for the survival and division of the subject assets, whether the review and registration procedures related to the survival and division are complete, whether the specific arrangements of relevant creditor’s rights and debts, and whether the delivery of assets and personnel are clear (I) the reasons for the survival and division of the subject assets
The survival and division of the subject assets is mainly to strip off the contingent equity and ensure that the boundary of the injected assets is clear
1. Divestiture of contingent equity to ensure clear boundary of injected assets
On August 26, 2020, Huajin coking coal filed a lawsuit to Shanxi Higher People’s court with Jining coal industry as the defendant and natural person shareholders Ma Qinxue, Li Haiping, Han Linchun and Li Linping as the third person, claiming that the equity proportion of Jining coal industry held by Huajin coking coal should be adjusted from 51% to 96.87%. The lawsuit has been transferred to Linfen intermediate people’s court for trial. After the transfer, Huajin coking coal changed its claim and listed Jining coal industry, Ma Qinxue, Li Linping, Han Linchun and Li Haiping as co defendants. As of the announcement date of this verification opinion, the proportion of equity that Huajin coking coal (before division) will increase in Jining coal industry after the judgment takes effect (i.e. the final judgment share ratio deducting the 51% shareholding of Huajin coking coal in Jining coal industry, hereinafter referred to as “contingent equity of Jining Coal industry”).
Therefore, Huajin coking coal stripped off this part of the contingent equity by means of separation, and the contingent equity was not included in the scope of injected assets and valuation in this transaction, so as to ensure that the boundary of injected assets is clear.
2. Divest real estate and other investments unrelated to the main business and focus on the main business
Before the division, Huajin coking coal also held 10% equity of coking coal real estate (now renamed as ” Shanxi Coking Coal Energy Group Co.Ltd(000983) Real Estate Co., Ltd.”) and 3.33% equity of Fenhe property in addition to its main coal business assets. In view of the fact that the real estate development business and property management business involved in coking coal real estate and Fenhe property are not the main business of Huajin coking coal, Huajin coking coal decided to separate the aforesaid equity by means of company division to further focus on the main business.
To sum up, 33% of the equity held by Jinning coal and other real estate companies will be stripped off or injected into Jiaohe Zhongji real estate company, which has no relationship with the investment of Jinning coal and other real estate companies. To sum up, 33% of the equity held by Jinning coal and other real estate companies will be divested at the same time. (II) whether the review and registration procedures related to the existence and division are complete
According to the resolution of the shareholders’ meeting and the resolution of the workers’ Congress of Huajin coking coal, the relevant audit report issued by Lixin accountant, the relevant asset evaluation report issued by Zhongshui Zhiyuan, the creditor notice and announcement document of the division, and the opinions and notices issued by Shanxi Guoyun company and coking coal group, the division mainly performed the following relevant review and registration procedures:
1. Resolution of the shareholders’ meeting of Huajin coking coal
On July 1, 2021, Huajin coking coal held the second interim meeting of the 2021 shareholders’ meeting to consider and approve the separation plan of Huajin Coking Coal Co., Ltd.
On December 31, 2021, Huajin coking coal held the fourth interim meeting of the 2021 shareholders’ meeting to consider and approve the revised separation plan of Huajin Coking Coal Co., Ltd., the revised articles of association of Huajin Coking Coal Co., Ltd. and the separation agreement of Huajin Coking Coal Co., Ltd.
2. Resolution of Huajin coking coal workers’ Congress
On December 31, 2021, Huajin coking coal held the fourth staff congress of the sixth session, which deliberated and approved the separation plan of Huajin Coking Coal Co., Ltd. and the separation staff resettlement plan of Huajin Coking Coal Co., Ltd. 3. Audit evaluation of this division
On December 15, 2021, Lixin Certified Public Accountants issued the audit report and financial statements of Huajin Coking Coal Co., Ltd. (Xin Hui Shi Bao Zi [2021] No. zk21237) and the audit report and financial statements of Shanxi Huajin Energy Technology Co., Ltd. (Xin Hui Shi Bao Zi [2021] No. zk21239) respectively for the surviving company Huajin coking coal and the newly established company Huajin energy in this division.
On December 15, 2021, Zhongshui Zhiyuan issued the asset appraisal report on all shareholders’ equity project of Huajin Coking Coal Co., Ltd. after the division involved in the proposed division of Huajin Coking Coal Co., Ltd. (Zhongshui Zhiyuan pingbao Zi [2021] No. 040015) and Assets appraisal report on the project of all shareholders’ rights and interests of Shanxi Huajin Energy Technology Co., Ltd. involved in the proposed division of Huajin Coking Coal Co., Ltd. (Zhongshui Zhiyuan pingbao Zi [2021] No. 040021).
4. Creditors’ notices and announcements
After the shareholders’ meeting of Huajin coking coal held on July 1, 2021 made the separation resolution:
(1) On July 1, 2021 (within 10 days from the date of the above separation resolution), Huajin coking coal notified its relevant main creditors in writing.
(2) On July 30, 2021 (within 30 days from the date of the above division resolution), Huajin coking coal published the division announcement in Shanxi Evening News, which stated that in order to protect the legitimate rights and interests of creditors, creditors can require Huajin coking coal to pay off debts or provide corresponding guarantees according to the valid creditor’s rights documents and relevant certificates within 45 days from the date of the announcement. If the creditor fails to exercise the above rights within the specified time limit, the division of Huajin coking coal shall be implemented in accordance with legal procedures.
5. Examination, approval and filing of the competent department of state owned assets
On August 4, 2021, Shanxi Guoyun company issued opinions on matters related to the survival and division of Huajin Coking Coal Co., Ltd. (jgzgh [2021] No. 321) to coking coal group, agreeing in principle to the survival and division of Huajin coking coal.
On August 10, 2021, coking coal group issued the reply on the existence and division of Shanjiao Huajin ( Shanxi Coking Coal Energy Group Co.Ltd(000983) Zihan [2021] No. 336) to Huajin coking coal, and agreed in principle to the existence and division of Huajin coking coal. On December 29, 2021, Shanxi Guoyun company issued the opinions on matters related to the registered capital and shareholder contribution of the surviving company and the newly established company after the division of Huajin Coking Coal Co., Ltd. (jgzggh [2021] No. 524) to coking coal group, and agreed in principle that the total registered capital of Huajin coking coal group was 370635256218 yuan, Among them, coking coal group holds a registered capital of 189023980671 yuan and China Coal Energy Company Limited(601898) holds a registered capital of 181611275547 yuan; The total registered capital of Huajin energy is 9800000000 yuan, of which coking coal group holds 4998000000 yuan and China Coal Energy Company Limited(601898) holds 4802000000 yuan.
On December 31, 2021, coking coal group issued to Huajin coking coal the notice on Forwarding Shanxi state owned Capital Operation Co., Ltd. opinions on matters related to the registered capital and shareholder contribution of the surviving company and the newly established company after the division of Huajin Coking Coal Co., Ltd. ( Shanxi Coking Coal Energy Group Co.Ltd(000983) Zihan [2021] No. 612), Huajin coking coal is required to follow the opinions of provincial Guoyun company and determine the registered capital and shareholder contribution of the surviving company and the newly established company after the division of Huajin coking coal.
6. Registration of changes in the existing Division
(1) Registration changes of newly established companies and existing companies
According to the registration file of Huajin coking coal and the enterprise credit information publicity system, on January 14, 2022, Huajin coking coal completed the change registration of this division at Shanxi provincial market supervision and Administration Bureau.
According to the registration file of Huajin energy and the enterprise credit information publicity system, on January 5, 2022, Huajin energy completed the establishment registration in Luliang administrative examination and approval service administration.
(2) Registration of equity changes of coking coal real estate and Fenhe property under the name of the newly established company after division
After inquiring the enterprise credit information publicity system, according to the division plan of Huajin Coking Coal Co., Ltd. and the division agreement of Huajin Coking Coal Co., Ltd., the 3.33% equity of Fenhe property and 10% equity of coking coal real estate that should be divided into the name of Huajin energy have been registered in Taiyuan market supervision administration on March 17, 2022 and March 18, 2022 respectively.
To sum up, the relevant deliberation and registration procedures of this division are complete and meet the requirements of the company law, the law on state owned assets of enterprises, the Interim Measures for the administration of the evaluation of state owned assets of enterprises and other relevant provisions. (III) specific arrangement of relevant creditor’s rights and debts
According to the division agreement, as of the base date of division, the relevant creditor’s rights and debts (or obligations) reserved for the assets of the surviving company shall be undertaken by the surviving company; The relevant creditor’s rights and debts (or obligations) stripped to the assets of the newly established company shall be undertaken by the newly established company.
Since the assets of Huajin energy, the newly established company after the division, are only 10% equity of coking coal real estate, 3.33% equity of Fenhe property and contingent equity of Jining coal industry, and the relevant assets do not involve creditor’s rights and debts, all the creditor’s rights and debts before the division are undertaken by the surviving company Huajin coking coal, and the newly established company Huajin energy is jointly and severally liable. (IV) clear asset delivery
Huajin coking coal and Huajin energy have completed the change registration and establishment registration on this division. The 10% equity of coking coal real estate and 3.33% equity of Fenhe property separated from Huajin energy have completed the change registration under the name of Huajin energy.
The contingent equity of Jining coal industry belongs to Huajin energy after the court’s judgment. Therefore, this division does not involve the delivery of the contingent equity of Jining coal industry.
Therefore, the asset delivery of this division is clear.
(V) clear personnel delivery
After the completion of this division, the newly established company Huajin energy only holds 10% equity of coking coal real estate and 3.33% equity of Fenhe property. In addition, after the judgment comes into force, the equity of more than 51% of Jining coal industry held by Huajin coking coal will also belong to Huajin energy. The above assets are minority equity, and huajinneng
