After announcing the acquisition of 100% equity of Nongsheng Chemical more than a month ago, Jingyuan Coal and Electricity (000552) once again planned to issue shares to purchase assets.
On the evening of April 10, Jingyuan Coal and Electricity announced that the listed company plans to issue shares to purchase Gansu Energy and Chemical Investment Group Co., Ltd. (hereinafter referred to as Nenghua Group) and China Cinda Asset Management Co., Ltd. (hereinafter referred to as China Cinda). and 100% equity of Yaojie Coal and Electricity Group Co., Ltd. (hereinafter referred to as Yaomei Group) held by China Huarong Asset Management Co., Ltd. (hereinafter referred to as China Huarong).
At the same time, Jingyuan Coal and Electricity launched a non-public offering of shares to raise funds, and Nenghua Group is the indirect controlling shareholder of the company. This transaction constitutes a connected transaction; the company’s shares have been suspended since April 11.
Proposed acquisition of Yaomei Group100%Equity
Yaomei Group was established in December 2001 with a registered capital of 550 million yuan. Its business scope includes coal production and sales, coal conversion, and clean coal utilization.
According to the information from the company’s investigation, Yaomei Group is a large-scale coal enterprise established by the overall restructuring of the Yaojie Mining Bureau founded in 1958. It is jointly funded by the Gansu Provincial People’s Government, China Cinda, China Huarong and China Construction Bank. , a joint-stock large-scale energy enterprise established by reorganization.
Among them, Gansu Energy and Chemical Investment Group Co., Ltd. holds 77.16% of the shares of Yaomei Group, and the controlling shareholder of Gansu Energy and Chemical Investment Group Co., Ltd. is the State-owned Assets Supervision and Administration Commission of the People’s Government of Gansu Province. In addition, China Cinda and China Huarong respectively hold 21.85% and 0.99% of the shares of Yaomei Group.
The counterparties of this issuance of shares to purchase assets are Nenghua Group, China Cinda and China Huarong. Jingyuan Coal and Electricity said that Nenghua Group is the indirect controlling shareholder of Jingyuan Coal and Electricity. This transaction constitutes a related transaction and constitutes a major asset reorganization, which will not lead to a change in the actual controller of the company.
It is worth mentioning that the underlying asset holders of this transaction include two of the four major state-owned asset management companies (AMCs): China Cinda and China Huarong. The main business scope of the two AMCs includes acquisition, entrusted operation of non-performing assets of financial institutions and non-financial institutions, management, investment and disposal of non-performing assets; debt-to-equity swaps, management, investment and disposal of equity assets, etc.
layoutChemical downstream industry chain
According to the disclosure, the audit and evaluation of the target equity of this transaction has not been completed, and the valuation of the target equity and the transaction price have not yet been determined. ) the net profit to be realized (after deducting non-recurring gains and losses) is committed.
Jingyuan Coal and Electricity said that the transaction still needs to be submitted to the company’s board of directors and shareholders’ meeting for deliberation, and can be formally implemented after being approved by the competent regulatory agency. There is still some uncertainty about whether it can be approved.
The main business of Jingyuan Coal and Power is coal mining and sales. The 2021 annual report shows that the listed company achieved operating income of 4.841 billion yuan last year, a year-on-year increase of 31.30%; net profit was 724 million yuan, a year-on-year increase of 62.66%.
Regarding the reasons for the growth in performance, Jingyuan Coal and Electric said that in 2021, the industrial power consumption brought about by post-epidemic economic recovery and the increase in residential power consumption due to extreme weather will increase coal consumption, and the coal market will experience periodic supply and demand errors. The coal market price has risen, and the industry’s prosperity has improved. The price of the company’s coal products also rose, and the sales volume increased year-on-year.
Not long ago, Jingyuan Coal and Electricity also announced an acquisition. On the evening of March 1, Jingyuan Coal and Electricity announced that the company intends to acquire 100% equity of Baiyin Nongsheng Chemical Co., Ltd. held by Liuhua Group for 226 million yuan and undertake relevant shareholder rights and obligations. After this equity acquisition, Nongsheng Chemical will become a wholly-owned subsidiary of the company. Jingyuan Coal and Electricity believes that this acquisition is conducive to solving the horizontal competition after the company’s fundraising projects are put into operation; it is conducive to meeting the company’s gasification gas project construction needs and ensuring the progress of project construction; it is conducive to improving the company’s chemical downstream industry chain and giving full play to synergy effect.