Securities code: 000737 securities abbreviation: Nafine Chemical Industry Group Co.Ltd(000737) Announcement No.: 2022-06
Nafine Chemical Industry Group Co.Ltd(000737)
On major asset replacement, issuance of shares, payment of cash to purchase assets and raising supporting funds and related party transactions
Announcement of profit and loss during the transition period of assets disposed out and assets placed in
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.
Nafine Chemical Industry Group Co.Ltd(000737) (hereinafter referred to as “the company” or ” Nafine Chemical Industry Group Co.Ltd(000737) “) received the reply on Approving the application for Nafine Chemical Industry Group Co.Ltd(000737) major asset restructuring and issuing shares to purchase assets and raise supporting funds from Zhongtiaoshan Nonferrous Metals Group Co., Ltd. (zjxk [2021] No. 3284) from China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on October 19, 2021. On October 27, 2021, 100% equity of Shanxi North Copper Co., Ltd. (hereinafter referred to as “North copper”) was transferred to the company, and North copper became a wholly-owned subsidiary of the company. On November 12, 2021, Yuncheng Nanfeng Material Trading Co., Ltd. (hereinafter referred to as “Yuncheng Nanfeng”) and Zhongtiaoshan Nonferrous Metals Group Co., Ltd. (hereinafter referred to as “Zhongtiaoshan group”), the main body of the company’s acquired assets, jointly signed the confirmation for the delivery of acquired assets, and all parties confirmed the delivery of acquired assets, The company has fulfilled the obligation to deliver the assets under this transaction.
The registration procedures for new shares of the company to purchase assets by issuing shares have been completed, and the new shares have been listed on December 16, 2021. For details, please refer to the company’s website (www.cn. Info. Com. CN.) on November 26 and December 14, 2021 The Nafine Chemical Industry Group Co.Ltd(000737) announcement on the asset transfer of major asset replacement, issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions, and the Nafine Chemical Industry Group Co.Ltd(000737) announcement on the implementation of major asset replacement, issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions and listing of new shares. The company hired Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as “Lixin certified public accountants”) to conduct special audits on the profits and losses during the transition period of assets placed and assets placed, and issued audit reports. The matters related to the profit and loss arrangement during the transition period of assets purchased and assets placed in this transaction are announced as follows:
1、 Asset delivery transition period and profit and loss arrangement during the transition period
According to the agreement on material assets reorganization between Nafine Chemical Industry Group Co.Ltd(000737) and all shareholders of Northern Copper signed by the company and the original shareholders of Northern Copper (hereinafter referred to as the “material assets reorganization agreement”), the period from the benchmark date of this transaction (excluding the date) to the delivery date of the placed assets (including the date) is the transition period of the placed assets. The transition period from the benchmark date (excluding the current day) of this transaction to the delivery date (including the current day) of the purchased assets is the transition period of the purchased assets. If the delivery date is before the 15th day of the current month (including the 15th day), the end of the previous month is the delivery audit base date; If the delivery date is after the 15th day of the current month, the end of the current month shall be the delivery audit base date.
The appraisal benchmark date of this transaction is August 31, 2020, the delivery date of disposed assets is November 12, 2021, which is the date when all parties sign the confirmation of delivery of disposed assets, and the delivery date of placed assets is October 27, 2021, which is the date when the administrative department for Industry and Commerce completes the change registration of transfer of placed assets. Therefore, the delivery audit benchmark date of this transaction is October 31, 2021, The transition period for asset delivery is from September 1, 2020 to October 31, 2021.
According to the major asset restructuring agreement, Zhongtiaoshan group shall enjoy or bear the profits or losses arising from the operation of the acquired assets during the transition period and the changes in equity caused by any reason. The profits generated by the operation of the placed assets during the transition period shall be enjoyed by the company, and the losses generated by the operation of the placed assets during the transition period shall be compensated to the company by the original shareholders of Northern Copper in cash according to their shareholding ratio of the placed assets before this transaction.
2、 Audit of profit and loss during the transition period
The company hired Lixin certified public accountants to conduct a special audit on the profit and loss during the transition period of assets purchased, and issued the special audit report on Nafine Chemical Industry Group Co.Ltd(000737) proposed assets delivery and profit and loss during the transition period (Xin Kuai Shi Bao Zi [2021] No. zg11970). According to the above audit report, the net profit of the disposed assets during the transition period was 416143.00 yuan and the net profit attributable to the shareholders of the parent company was 599391.69 yuan. According to the agreement on major asset restructuring, the profits and losses during the transition period of disposed assets are enjoyed or borne by Zhongtiaoshan group, and the company and Zhongtiaoshan group do not need to compensate each other.
The company hired Lixin certified public accountants to conduct a special audit on the profit and loss during the transition period of assets placed, and issued the special audit report on the profit and loss during the transition period of delivery of Shanxi North Copper Co., Ltd. (Xin Hui Shi Bao Zi [2022] No. zb10008). According to the above audit report, the net profit of the invested assets during the transition period was 1041366465.57 yuan and the net profit attributable to the shareholders of the parent company was 1041366465.57 yuan. According to the agreement on major asset restructuring, the profits generated by the operation of the placed assets during the transition period shall be enjoyed by the company, and the original shareholders of Northern Copper need not compensate the company for the profits and losses during the transition period of the placed assets.
3、 Documents for future reference
1. Special audit report on Nafine Chemical Industry Group Co.Ltd(000737) proposed asset delivery and profit and loss in transition period (Xin Hui Shi Bao Zi [2021] No. zg11970);
2. Special audit report on profit and loss during the delivery transition period of Shanxi North Copper Co., Ltd. (Xin Hui Shi Bao Zi [2022] No. zb10008).
It is hereby announced.
Nafine Chemical Industry Group Co.Ltd(000737) board of directors
January 19, 2002
