Securities code: 000983 securities abbreviation: Shanxi Coking Coal Energy Group Co.Ltd(000983) Announcement No.: 2022-002 announcement of the resolution of the seventh meeting of the eighth board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
The seventh meeting of the eighth board of supervisors of Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as “the company”) was held at 17:00 on January 14, 2022 in the meeting room for 100 people on the third floor of Shanxi Coking Coal Energy Group Co.Ltd(000983) building, Section 1, xinjinci Road, Wanbailin District, Taiyuan. The notice of the meeting was sent to all supervisors by fax, mail and personal delivery on December 31, 2021. 7 supervisors should be present at the meeting and 7 actually present. The meeting was presided over by Mr. Chen Kai, chairman of the board of supervisors. The convening and voting procedures of the meeting comply with the provisions of the company law and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
(I) the meeting passed the proposal on the compliance of the company’s issuance of shares, payment of cash to purchase assets and raising supporting funds and related party transactions with relevant laws and regulations by 7 votes in favor, 0 against and 0 abstention
After deliberation, the board of supervisors of the company believes that according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies and other relevant provisions of normative documents, After full self-examination and demonstration of the actual situation and related matters of the company, the company meets the requirements and conditions of this issuance of shares, payment of cash to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as “this transaction”) stipulated in the above laws and regulations.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and voting.
(II) the meeting adopted the proposal on this transaction constituting related party transactions by 7 affirmative votes, 0 negative votes and 0 abstention votes
After deliberation, the board of supervisors of the company believes that among the counterparties, Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd. is the controlling shareholder of the company. According to the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and voting.
(III) the meeting adopted the proposal on the scheme of issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions (Updated) by 7 affirmative votes, 0 negative votes and 0 abstention votes
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, and the stock listing rules of Shenzhen Stock Exchange According to the relevant provisions of laws, regulations and normative documents, all the voting supervisors deliberated and approved the transaction plan item by item, and the main contents are as follows:
1. Overview of the transaction scheme
This transaction consists of the assets purchased this time and the supporting funds raised this time.
The company plans to issue shares and pay cash to Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd. (hereinafter referred to as “coking coal group”), Li Jinyu and Gao Jianping: (1) 51% equity of Huajin Coking Coal Co., Ltd. (hereinafter referred to as “Huajin coking coal”) held by coking coal group (hereinafter referred to as “Huajin standard assets”); (2) Li Jinyu and Gao Jianping jointly hold 49% equity of Shanxi Huajin Mingzhu Coal Industry Co., Ltd. (hereinafter referred to as “Mingzhu coal industry”, together with Huajin coking coal as the “target company”) (hereinafter referred to as “Mingzhu target assets”) (hereinafter referred to as “assets purchased this time”). Meanwhile, the company plans to raise matching funds by non-public offering of shares to no more than 35 specific investors (hereinafter referred to as “the raised matching funds”). The raising of supporting funds is based on the successful implementation of the asset purchase, and whether the raising of supporting funds is successful or sufficient does not affect the implementation of the asset purchase.
Voting results: 7 in favor, 0 against and 0 abstention.
2. Specific scheme of this transaction
(1) Specific scheme for this purchase of assets
① Counterparty
The counterparties of this purchase of assets are coking coal group, Li Jinyu and Gao Jianping.
Voting results: 7 in favor, 0 against and 0 abstention.
② Underlying assets
The target assets of the assets purchased this time are Huajin target assets and Pearl target assets, of which Huajin target assets are 51% equity of Huajin coking coal held by coking coal group, corresponding to the registered capital of Huajin coking coal of 1890239806.71 yuan; The underlying assets of pearl are 25% and 24% of the total 49% equity of Pearl coal held by Li Jinyu and Gao Jianping respectively, corresponding to the registered capital of Pearl coal of RMB 12500000.00 and RMB 12000000.00 respectively.
Voting results: 7 in favor, 0 against and 0 abstention.
③ Transaction price and pricing basis
Taking July 31, 2021 as the appraisal base date, Zhongshui Zhiyuan Assets Appraisal Co., Ltd. (hereinafter referred to as “Zhongshui Zhiyuan”) issued Zhongshui Zhiyuan pingbao Zi [2021] No. 040018 asset appraisal report on the project of Shanxi Coking Coal Energy Group Co.Ltd(000983) to acquire 51% equity of Huajin Coking Coal Co., Ltd. held by Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd. after separation by issuing shares and paying cash (hereinafter referred to as “Zhongshui Zhiyuan”)“ The assets appraisal report of huajinbiao and Zhongshui Zhiyuan pingbao Zi [2021] No. 040019 assets appraisal report of equity value project of Shanxi Huajin Mingzhu Coal Industry Co., Ltd. involved in Shanxi Coking Coal Energy Group Co.Ltd(000983) proposed acquisition of natural persons Li Jinyu and Gao Jianping holding 49% equity of Shanxi Huajin Mingzhu Coal Industry Co., Ltd, It is stated that the appraisal value of Huajin’s subject assets is 6599297997.93 yuan and that of Pearl’s subject assets is 442632511.68 yuan; The total is 7041930509.61 yuan. The above appraisal results have been filed with Shanxi state owned Capital Operation Co., Ltd. (hereinafter referred to as “provincial Guoyun company”) (filing No.: 0006gzyy2022002, 0005gzyy2022001).
Through negotiation, the transaction price of the purchased assets is determined based on the above appraisal results, that is, the transaction price of Huajin’s subject assets is 6599297997.93 yuan; The transaction price of Pearl’s underlying assets is 442632511.68 yuan; The total is 7041930509.61 yuan.
Voting results: 7 in favor, 0 against and 0 abstention.
④ Payment method and term of consideration
The consideration of the underlying assets under the asset purchase is paid by the company in the form of issuing shares and paying cash.
The total consideration of the underlying assets is 7041930509.61 yuan, of which 85% (i.e. 5985640933.17 yuan) is paid by the company in the form of issuing shares, and the remaining 15% (i.e. 1056289576.44 yuan) is paid by the company in cash. The details are as follows:
Amount of consideration for issuing shares at the transaction price of the counterparty and amount of cash consideration paid
(yuan) (yuan) (yuan)
Coking coal group 6599297997.93 5609403298.24 989894699.69
Li Jinyu 225832914.12 191957977.00 33874937.12
Gao Jianping 216799597.56 184279657.93 32519939.63
Total 7041930509.61 5985640933.17 1056289576.44
With respect to the issuance of consideration shares, after the date on which the underlying assets are transferred to the company’s name (hereinafter referred to as the “asset delivery date”), The company shall, within the period of validity approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”), choose the opportunity to apply to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. for the issuance of relevant consideration shares and registration in the name of the counterparty as soon as possible.
For the payment of cash for consideration, the company shall pay 30% of the cash for consideration to the counterparty within 30 working days from the effective date of the transaction agreement, and pay all the remaining cash for consideration within one year from the effective date of the transaction agreement.
Voting results: 7 in favor, 0 against and 0 abstention.
⑤ Type, par value and listing place of issued shares
The shares issued for this asset purchase are RMB A-share ordinary shares listed in China, with a par value of 1.00 yuan per share, and the listing place is Shenzhen Stock Exchange.
Voting results: 7 in favor, 0 against and 0 abstention.
⑥ Distribution method and object
The issuance method of the shares issued for the purchase of assets is non-public issuance, and the issuance objects are coking coal group, Li Jinyu and Gao Jianping.
Voting results: 7 in favor, 0 against and 0 abstention.
⑦ Stock issue pricing base date
The pricing benchmark date of this purchase of asset shares is the announcement date of the resolution of the board meeting at which the company first deliberates the transaction, that is, the announcement date of the resolution of the sixth meeting of the eighth board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
⑧ Share issue price
The issuing price of the shares under the assets purchased this time is 6.21 yuan / share, which is no less than 90% of the average trading price of the company’s shares 120 trading days before the pricing benchmark date.
The final issue price or pricing principle shall be reviewed and approved by the general meeting of shareholders of the company. During the period from the pricing base date to the issuance end date, in case of ex right and ex interest matters such as dividend distribution, share distribution, conversion of share capital or allotment of shares, the issuance price will be adjusted accordingly in accordance with laws and regulations and relevant provisions of Shenzhen Stock Exchange.
Voting results: 7 in favor, 0 against and 0 abstention.
⑨ Number of shares issued
According to the transaction price of the underlying assets, the number of consideration shares to be issued by the company to each of the counterparties is as follows (rounded off if less than one share), with a total of 963871325 shares. The number of shares issued this time is rounded down. If the fractional part is less than one share, the counterparty shall voluntarily give up. The final number of shares issued shall be subject to the number approved by the CSRC:
No. name of counterparty amount of consideration for shares issued (yuan) number of shares issued (shares)
1 coking coal group 5609403298.24 903285555
2 li Jinyu 191957977.00 30911107
3 Gao Jianping 184279657.93 29674663
Total 5985640933.17 963871325
During the period from the pricing base date to the issuance end date, if the company has ex right and ex interest matters such as dividend distribution, share allotment, share distribution, conversion of capital reserve into share capital, the issuance quantity will be adjusted accordingly in accordance with laws and regulations and relevant provisions of Shenzhen Stock Exchange.
Voting results: 7 in favor, 0 against and 0 abstention.
⑩ Lock up period arrangement
The non-public shares of the company acquired by coking coal group through asset subscription in this asset purchase shall not be transferred within 36 months from the date of issuance, including but not limited to public transfer through the securities market or by agreement. However, under the premise permitted by applicable laws, the transfer is not subject to this restriction (including but not limited to share repurchase due to performance compensation). Within 6 months after the completion of this transaction, if the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days, or the closing price is lower than the issue price at the end of 6 months after the completion, the lock up period of the consideration shares obtained by coking coal group through this asset purchase will be automatically extended for 6 months.
The non-public shares of the company acquired by Li Jinyu and Gao Jianping through asset subscription in this asset purchase will not be transferred in any way within 12 months from the date of issuance, including but not limited to public transfer through the securities market or transfer by agreement. However, the transfer is not subject to this restriction if permitted by applicable laws.
After the completion of this transaction, the new shares of the company, such as share bonus and conversion of share capital, enjoyed by the counterparty based on the shares obtained from the purchase of assets also comply with the provisions of the corresponding sales restriction period. If the commitment of the restricted sale period of the shares acquired by the counterparty based on the asset purchase is inconsistent with the latest regulatory opinions of the securities regulatory authorities, the counterparty will make corresponding adjustments according to the regulatory opinions of the relevant securities regulatory authorities.
The transfer of the company’s shares obtained by the counterparty after the expiration of the aforesaid sales restriction shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
Each of the above counterparties promises that the shares acquired under the asset purchase will not be pledged during the above lock up period.
Voting results: 7 in favor, 0 against and 0 abstention.
⑪ Arrangement for accumulated undistributed profits of the company
The accumulated undistributed profits of the company before the completion of the issuance under the purchased assets shall be jointly enjoyed by the new and old shareholders after the end of the issuance.
Voting results: 7 in favor, 0 against and 0 abstention.
⑫ Underlying asset delivery arrangements
Within 30 days after meeting all the preconditions agreed in the agreement on issuing shares and paying cash to purchase assets (hereinafter referred to as the “asset purchase agreement”) with conditional effectiveness
