Securities code: 000767 Securities abbreviation: Zhangze Electric Power Announcement number: 2018 Lin-107
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions.
The 28th meeting of the eighth session of the Board of Directors of the company reviewed and approved the "Related Transaction Proposal on the Transfer of 20% Equity Interest in Datong Coal Mining Group Finance Co., Ltd." and disclosed on November 29 the "Proposal on the Transfer of 20% Equity Interest in Datong Coal Mining Group Finance Co., Ltd." "Related Transaction Announcement" (Announcement No.: 2018 Pro-105), according to the "Main Board Information Disclosure Business Memorandum No. 7---Information Disclosure Announcement Format", the content and format of the announcement need to be supplemented. The supplementary announcement is as follows:
, Overview of Related Transactions
The company plans to transfer its 20% equity stake in Datong Coal Mining Group Finance Co., Ltd. (hereinafter referred to as the "Finance Company") to Datong Coal Mining Group Co., Ltd. (hereinafter referred to as the "Tongmei Group").
According to the provisions of the Shenzhen Stock Exchange's "Stock Listing Rules", since Tongmei Group is the company's controlling shareholder, this transaction constitutes a related transaction. This transaction has been reviewed and approved at the 28th meeting of the company’s eighth session of the Board of Directors with 7 votes in favor, 0 votes against, and 0 abstentions. Related directors Mr. Wen Shengyuan, Director Mr. Hu Yaofei, Director Mr. Chang Chun, and Director Mr. Zhao Wenyang avoided the vote. . The independent directors issued prior approval and independent opinions on this related transaction.
This transaction still requires the approval of the company's shareholders' meeting. Related parties with an interest in the related transaction will give up their voting rights on the proposal at the shareholders' meeting.
This related transaction does not constitute a major asset restructuring stipulated in the "Administrative Measures for Major Asset Reorganization of Listed Companies", nor does it constitute a reorganization and listing.
2. Basic information of the counterparty
Name: Datong Coal Mining Group Co., Ltd.;
Legal representative: Guo Jingang;
Registered capital: 1,703,464,160 yuan;
Date of establishment: August 4, 1985;
Enterprise type: Limited liability Company (state-owned holding);
Company address: Xinpingwang, Mining District, Datong City;
Business scope: Mineral resource mining: coal mining; coal processing; machinery manufacturing; engineering construction; industrial equipment (including boilers, elevators) installation and leasing, special Equipment installation; pig iron smelting; building materials production; instrument manufacturing and maintenance; private network communications, basic telecommunications, value-added telecommunications services, and Internet information services; drinking water supply and industrial water production and sales; coal mine engineering design and technical consulting; afforestation, greening, Forestry planting; landscaping projects; real estate development; food operations, accommodation services, cultural and entertainment services; medical services; geological survey, geological and hydrological survey; operating the export business of the company's self-produced products and related technologies, operating the company's production and scientific research institutes Import business of required raw and auxiliary materials, mechanical equipment, instruments, spare parts and related technologies, and operate the enterprise's processing of imported materials and "three to one supplement" business; coal resource production and operation management (branch operations only); Property services; sewage treatment; heating equipment installation and maintenance services; coal washing and processing; mine rescue services and professional training; instrument testing services; leasing of houses, mechanical and electrical equipment, and engineering machinery and equipment; recuperation services (branch branches only) Operation); asset management; maintenance of self-owned railways; conference and exhibition services.
Operations in the past three years: Tongmei Group seized the opportunity to build a "demonstration zone" for resource-based economic transformation and development in Shanxi Province, optimized the industrial layout, closed and exited 3 mines, built 8 10-million-ton mines, and advanced production capacity accounted for 57.02% . In 2017, Tongmei Group produced 119 million tons of coal, generated 38.3 billion kWh of electricity, made a profit of 830 million yuan, and paid taxes and fees of 9.13 billion yuan.
Tongmei Group's financial situation:
Unit: 100 million yuan
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Tongmei Group's equity structure:
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Tongmei Group holds 28.87% of the company's shares and is the company's controlling shareholder. Tongmei Group is not the person subject to execution for breach of trust.
3. Basic information of the transaction target
(1) Target equity overview
1. The target of this sale is the 20% equity of Datong Coal Mining Group Finance Co., Ltd. held by the company.There is no mortgage, pledge or other third party rights in
.
has no major disputes, litigation or arbitration involving relevant assets.
does not have judicial measures such as seizure or freezing.
The location of the target company corresponding to this equity is Datong City, Shanxi Province.
2. As of August 31, 2018, the book value of the subject equity was 1,239.3394 million yuan, and the assessed value was 1,477.58126 million yuan.
3. This transaction needs to be approved by the company’s shareholders’ meeting.
(1) Historical evolution: The Finance Company was established on February 16, 2013. The shareholders are Datong Coal Mining Group Co., Ltd. and Datong Coal Mining Co., Ltd. (hereinafter referred to as "Datong Coal Mining"). The share ratios are respectively 80%, 20%.
(3) The company obtained the equity by: The 16th meeting of the company’s seventh board of directors and the first extraordinary general meeting of shareholders in 2015 reviewed and approved the “Plan on Participating in Datong Coal Mining Group Finance Co., Ltd.” and signed the relevant capital increase and expansion agreement. share agreement.
(4) The company obtained the equity price: According to the agreement, Tongmei Group invested RMB 1.6323 billion in cash and subscribed to the new registered capital of the finance company of RMB 1 billion, and the remaining RMB 632.3 million was included in the capital reserve of the finance company ; Datong Coal invested RMB 652.92 million in cash and subscribed to the new registered capital of the Finance Company of RMB 400 million, and the remaining RMB 252.92 million was included in the capital reserve of the Finance Company; the company invested RMB 979.38 million in cash and subscribed The new registered capital of the Finance Company was RMB 600 million, and the remaining RMB 379.38 million was included in the capital reserve of the Finance Company. From now on, the equity structure of the parties is as follows:
(5) The necessity and rationality of this transaction: In 2015, in order to further expand the company’s financing channels, improve the company’s capital use efficiency, increase asset profitability, and effectively To prevent operating risks, we invested RMB 979.38 million in cash to participate in the capital increase and share expansion of the financial company. However, since 2017, the coal market price has been high, the company's operating costs have been rising, and the company's main business has suffered serious losses. In line with the strategic thinking of concentrating superior resources to do a good job in the main business, the company plans to divest its non-main business and optimize and strengthen the main business. The transfer of 20% equity of the finance company will help enrich the company's cash flow, revitalize existing assets, integrate superior resources, realize the integrated development of coal and electricity, and better protect the interests of investors. For this equity transfer, the company entrusted Zhongrui Shilian Asset Appraisal (Beijing) Co., Ltd., which is qualified to perform securities and futures-related businesses, to evaluate the underlying assets. The evaluation value is clear and the price is fair. It is expected to achieve a transfer profit of 220 million yuan.
(2) Basic information of the target company
Company name: Datong Coal Mining Group Finance Co., Ltd.;
Legal representative: Wang Lijia;
Registered capital: RMB 3 billion;
Date of establishment: February 16, 2013;
Enterprise type: Limited liability company;
Company address: No. 6-8, Pengcheng Plaza, Pingde Road, Heng'an New District, Mining District, Datong City;
Business scope: Provide financial and financing consulting, credit authentication and related consulting and agency services to member units; assist member units Realize the collection and payment of transaction funds; approved insurance agency business; provide guarantees to member units; handle entrusted loans between member units; handle bill acceptance and discounting for member units; handle internal transfer settlement and corresponding transactions between member units Design settlement and liquidation plans; absorb deposits from member units; handle loans and financial leases for member units; engage in inter-bank lending; securities investment business; underwrite corporate bonds of member units (operate with a valid license)***;
equity Structure:
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Main financial data:
Unit: Yuan
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The company's shareholder Datong Coal Mining Co., Ltd. has given up its right of priority.
(3) The company’s transfer of the subject equity has been approved by the Shanxi Provincial Banking and Insurance Regulatory Bureau. The company's board of directors and independent directors believe that there is no situation that affects the interests of the listed company.
(4) The company is not the person subject to execution for breach of trust.
(5) Audit situation
The company hired Zhongqin Wanxin Accounting Firm (Special General Partnership), which is qualified to perform securities and futures-related businesses. The audit report No. 1484 of Qinxin Shenzi [2018] issued by the company:
As of August 2018 On March 31, the finance company's total assets were 20,361,281,500 yuan, its liabilities were 14,164,584,500 yuan, and the book value of all shareholders' equity was 6,196,697,000 yuan.
(6) Assessment situation
takes August 31, 2018 as the base date of assessment.
company hired Zhongrui Shilian Asset Appraisal (Beijing) Co., Ltd., which is qualified to perform securities and futures-related businesses, to issue a Zhongrui Appraisal Report [2018 ] No. 000706 Valuation Report:
1. Asset-Based Method Valuation Results
Datong Coal Mining Group Finance Co., Ltd. The total asset book value on the valuation base date is 2,0361,281,500 yuan, the assessed value is 20,366,778,000 yuan, the assessed value added is 5,496,600 yuan, and the value-added rate is 0.03 %; the book value of liabilities is 14,164,584,500 yuan, the appraised value is 14,164,584,500 yuan, and there is no increase or decrease in appraised value; the book value of all shareholders’ equity is 6,196,697,000 yuan, the appraised value is 6,202,193,600 yuan, the appraised value added is 5,496,600 yuan, and the value added rate is 0.09%.
2. Income method valuation results
The book value of total assets on the valuation base date of Datong Coal Mining Group Finance Co., Ltd. is 20,361,281,500 yuan; the book value of total liabilities is 14,164,584,500 yuan; and the book value of net assets is 6,196,697,000 yuan.
Income method After evaluation, the value of all shareholders’ equity is 7,387,906,300 yuan, with an estimated value increase of 1,191,209,300 yuan, and a value-added rate of 19.22%.
3. Evaluation conclusion
The asset-based method evaluation result of the total equity value of shareholders of Datong Coal Mining Group Finance Co., Ltd. is 6.2021936 million yuan, and the income method evaluation result is 7.3879063 million yuan. The difference is 1.1857128 million yuan, and the difference rate is 19.12%. The main reason for the difference between the two evaluation methods is:
The asset-based method and the income method have different evaluation angles and paths. The asset-based method considers the re-acquisition of assets and reflects the replacement value of the company's existing assets. The income method is an evaluation method that determines the value of a company based on forecasting its future earnings.
Tongmei Finance Company, as the fund integration platform of Tongmei Group, has experienced significant growth in terms of asset size, net assets, deposit and loan scale, and intermediary business since its establishment. With the gradual increase in the number of member units incorporated into the group's capital management system and the continuous strengthening of capital management, Tongmei Finance has formed a complete management system and a mature management team, enabling the company to have strong profitability. The basis of the
income method evaluation is the economic expected utility theory. Through a comprehensive analysis of the assets used by the evaluation object, from the perspective of the overall operating income of the assets, the expected income value of the assets being evaluated in the future is calculated, and based on specific The discount factor is a valuation method that estimates the market value of an enterprise on the valuation base date. In theory, the income method is a relatively complete and comprehensive method. It is based on judging the profitability of the entire enterprise. It not only considers the factors of earning income from the basic tangible assets of the enterprise, but also considers goodwill, excellent management experience Various intangible assets formed by comprehensive factors such as market channels, customers, and brands are also components of value that cannot be ignored by enterprises. Therefore, when using the income method for evaluation, we take into account the value that cannot be reflected by the specific individual assets and book amounts in the accounting statements, and more objectively reflect the corporate value and shareholder equity.
In summary, we believe that the income method evaluation results can better reflect the value of all shareholders’ equity of Tongmei Finance Company, so the income method evaluation results are used as the final conclusion of this evaluation.
means that the total equity value of the shareholders of Datong Coal Mining Group Finance Co., Ltd. is 7,387,906,300 yuan (the capital amount is 730 million 8007 900 6 thousand 300 yuan).
(7) The company’s transfer of 20% equity of the financial company does not involve the transfer of claims and debts.
(8) The company's transfer of 20% equity of the financial company will not cause a change in the scope of the company's consolidated statements.
IV. Pricing policy and pricing basis of the transaction
This related-party transaction is based on the appraisal value of all equity interests of the financial company evaluated by Zhongrui Shilian Asset Appraisal (Beijing) Co., Ltd., and the transfer price of 20% equity is determined to be RMB 1,477,581,260 Yuan. The board of directors of
believes that the evaluation results made by the audit and evaluation agencies hired by the company are consistent with the objective value of the acquisition target and the pricing is fair. The independent directors of
believe that the transfer price determined by the company based on the appraisal value confirmed by the appraisal agency is fair.
V. Main contents of the transaction agreement
Party A: Shanxi Zhangze Electric Power Co., Ltd.
Party B: Datong Coal Mining Group Co., Ltd.
1. Transfer method: This equity transfer is by agreement.
2. Payment of the transfer price:
The transfer price for this equity transfer will be paid in two installments, as follows:
First installment: Within 2 working days after this contract takes effect, Party B shall pay by bank transfer or payment method approved by Party A. Pay 50% of the total transfer price to Party A or the account designated by Party A. Unless otherwise agreed in this contract, the ownership of the subject equity and other rights attached thereto will be transferred to Party B from the date Party B pays the aforementioned transfer price to Party A.
Phase II: Within 2 working days after the completion of the industrial and commercial change registration procedures stipulated in Article 6 of this contract, Party B shall pay the remaining transfer price by bank transfer or payment method approved by Party A.
Party A shall issue payment receipts of equal amounts to Party B one working day before Party B pays the aforementioned first and second installments of transfer payments respectively.
3. Industrial and commercial change registration
Both parties agree that Party A should complete the changes to shareholders, changes to the company's articles of association, changes to directors and supervisors (if necessary), and changes to legal representatives involved in this equity transfer within 7 working days after this agreement takes effect. (If necessary) Wait for the industrial and commercial registration and filing procedures (including the industrial and commercial filing procedures for changes in senior managers within the scope of the registration authority), and register Party B as a shareholder holding 80% of the equity of the target enterprise; Party B shall provide necessary cooperation.
4. Effectiveness and implementation of the contract
Both parties agree and confirm that this contract will take effect on the date when all the following conditions are fulfilled, and the effective date will be the date when the consent, approval or exemption listed in this article is finally obtained:
This contract has been approved by both parties The legal representative or his authorized representative signs and stamps the official seal of the respective company;
This equity transfer has obtained all necessary consents or approvals, including:
(1) obtained the approval of the banking and insurance regulatory authorities;
(2) obtained the approval of the state-owned assets regulatory agency Or the approval of the state-owned assets authorized management entity;
(3) The "Asset Assessment Report" has been filed with the state-owned assets regulatory agency or the state-owned assets authorized management entity;
(4) Party A has obtained the approval of its internal authority for this equity transfer;
(5) Party B obtains the approval of its internal competent authority for this equity transfer;
(6) the target enterprise obtains the approval of its internal competent authority for this equity transfer;
(7) both parties obtain other required consents or approved.
6. Transaction purpose and impact on the company
After the company transfers 20% of the equity of the financial company, the scope of the consolidated statements will not change. It is expected to achieve a transfer profit of 220 million yuan. This transfer will help the company revitalize its existing assets and integrate Advantageous resources enable the company to realize the integrated development of coal and electricity.
7. Accumulated various related transactions that have occurred with the related party
The total amount of various related transactions that have occurred with Tongmei Group from January 1, 2018 to the disclosure date is 2,022,122,700 yuan.
8. Prior recognition and independent opinions of independent directors
We believe that the company transferred 20% equity of Datong Coal Mining Group Finance Co., Ltd. to Tongmei Group in order to further revitalize the company's existing assets. It is a normal business behavior, and the appraisal value is clear and the price is fair. . The company entrusted Zhongrui Shilian Asset Appraisal (Beijing) Co., Ltd. to issue an appraisal report on the underlying assets that is true and valid and in line with the pricing principles of the company's transactions. The 28th meeting of the eighth session of the board of directors of
reviewed and approved this related transaction. Related director Mr. Wen Shengyuan, director Mr. Hu Yaofei, director Mr. Chang Chun and director Mr. Zhao Wenyang abstained from voting.The decision-making procedures for the above-mentioned transaction matters are legal and in line with the fundamental interests of the company. There is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders, and it complies with the provisions of relevant laws, regulations and the company's articles of association.
9. Financial advisory opinion
After verification, the sponsor Haitong Securities believes that: this related transaction has been reviewed and approved by the company’s board of directors, the related directors abstained from voting, the independent directors issued clear consent opinions, and the necessary approval procedures have been fulfilled, and the decision-making procedures comply with "Shenzhen Stock Exchange Stock Listing Rules", "Shenzhen Stock Exchange Main Board Listed Companies' Standardized Operation Guidelines", "Articles of Association" and other relevant regulations. The sponsor has no objection to this related transaction. This related transaction still needs to be submitted to the company's shareholders' meeting for review and approval.
10. Other
This related transaction does not constitute horizontal competition and does not involve the transfer of claims and debts. After this transaction, there will be no occupation of non-operating funds and no employee placement involved.
11. Documents available for reference
1. Resolution of the 28th meeting of the company’s eighth board of directors;
2. Independent opinions of independent directors on matters related to the company’s 28th meeting of the eighth board of directors;
3. Shanxi Banking and Insurance Regulatory Bureau’s preparatory group’s approval of Datong Coal Mine Approval of the equity change of Group Finance Co., Ltd.;
4. Equity transfer agreement;
5. Audit report;
6. Evaluation report;
7. Haitong Securities verification opinion.
hereby announces.
Board of Directors of Shanxi Zhangze Electric Power Co., Ltd.
December 4, 2018
