Sichuan Development Lomon Co.Ltd(002312) on the evening of January 14, the report on the issuance of shares to purchase assets and related party transactions (Draft) was disclosed. The company plans to purchase 80% and 20% equity of Tianrui mining from the controlling shareholders Sichuan development mining and Sichuan salt industry respectively by issuing 125 million shares at the issuance price of 7.67 yuan / share. The 100% equity transaction consideration of Tianrui mining is RMB 956 million. After the completion of this transaction, Tianrui mining will become a wholly-owned subsidiary of the company. Tianrui mining is mainly engaged in phosphate mining, processing and sales, which is the upstream of Sichuan Development Lomon Co.Ltd(002312) main business phosphorus chemical business.
According to the announcement, taking June 30, 2021 as the appraisal base date, the appraisal value of 100% equity of Tianrui mining is RMB 956 million, with a value-added rate of 12.97% compared with the book value of RMB 846 million.
According to the announcement, Sichuan Development Lomon Co.Ltd(002312) currently has production bases in Mianzhu, Sichuan and Xiangyang, Hubei respectively, of which the phosphate production capacity of Mianzhu base is 1.8 million tons, which is the main production base of monoammonium phosphate and compound fertilizer of the company. However, due to the impact of the panda reserve, the company's phosphate rock in Mianzhu, Sichuan Province is closed, and all phosphate rocks used in Mianzhu production base need to be purchased externally, More than 2 million tons of phosphorus ore need to be purchased every year. Stable acquisition of phosphate rock resources in Sichuan Province will become an important part of the company's subsequent competitiveness.
According to the public data, Tianrui mining owns the phosphate rock resources of tongchanggeng (No. 8 ore block) of laoheba phosphate rock in Sichuan Province. It is the mining right resource with the largest reserves in Mabian area in Sichuan Province, and has obtained the mining license corresponding to the phosphate rock with a production scale of 2.5 million tons / year. Tianrui mining and Sichuan longmang Phosphorus Chemical Co., Ltd., a wholly-owned subsidiary of Sichuan Development Lomon Co.Ltd(002312) , are the upstream and downstream relationship of the industry. In recent years, they are the main suppliers of phosphorus ore, the main raw material of longmang phosphorus chemical industry. The phosphate rock provided by Tianrui mining has the advantages of short transportation distance, low cost, stable output and low impurity content, which has played a great role in the rapid improvement of the company's industrial grade monoammonium phosphate production capacity in recent years.
Sichuan Development Lomon Co.Ltd(002312) said that the acquisition of Tianrui mining will help the company directly obtain high-quality and scarce phosphate rock resources in Sichuan Province, improve the company's phosphorus chemical industry chain, further improve the guarantee capacity of upstream phosphate rock resources in the company's main production base and reduce related party transactions, Reducing the dependence on purchased phosphate rock and reducing the adverse impact of phosphate rock price fluctuation on the company's profitability, and improving the overall value and core competitive advantage of the company's phosphorus chemical industry chain is in line with the company's "mineralization integration" development strategy.
Chuanfa mining and Sichuan salt industry made a performance commitment to Sichuan Development Lomon Co.Ltd(002312) : the non accumulated net profit deducted in the next three years under the caliber of Tianrui mining right shall not be less than 311 million yuan, including 74.56 million yuan, 104 million yuan and 133 million yuan in 2022, 2023 and 2024 respectively.
Before this transaction, Sichuan Development Lomon Co.Ltd(002312) was controlled by Chuanfa mining and the actual controller was Sichuan SASAC. After the completion of this transaction, the shareholding ratio of Chuanfa mining will be changed from 21.88% to 25.72%, which is still the controlling shareholder of the company, and the actual controller has not been changed.
