Yatai Group (600881) announced on the evening of December 12 that Yatai Energy Group, a wholly-owned subsidiary of the company, intends to take 51.2 billion yuan, 42.7 billion yuan of **, respectively, the acquisition of Shenguang Commerce, Aidu Commerce and Trade held by Taixin Coal Industry45% equity. After the completion of this transaction, the company holds 9778% equity.
In response to the above-mentioned acquisition, the Shanghai Stock Exchange issued an inquiry letter to Yatai Group on December 13.
Taixin Coal Industry is an enterprise mainly engaged in coal mining and washing industry, with 5 branches and subsidiaries, namely the branch Jixi Taixin Coal Industry Xinshengyuan Coal Mine, Jixi Taixin Coal Industry Changde Coal Mine and Jixi Taixin Coal Industry Fulinyuan Coal Mine ("Xinshengyuan Coal Mine", "Changde Coal Mine" and "Fulinyuan Coal Mine"), subsidiaries Jixi Xiangyang Coal Co., Ltd. ("Xiangyang Coal") and Heilongjiang Jianmei Coal Co., Ltd. have a production capacity of 300,000 tons and 2 mines under construction per year. The production capacity is 150,000 tons, and there are 3 mines per year, the main coal types are fertile coal, long-flame coal, coking coal and gas coal, which can be used for coking plant coking, industrial coal, power plant and heating coal directly or through washing.
Yatai Group said that the acquisition is conducive to continue to protect and stabilize the raw materials required for the production of the company's building materials industry, through self-production instead of outsourcing, can reduce the cost of coal procurement to a certain extent, and at the same time can expand the company's coal preparation business supporting resources.
In the letter of inquiry, the Shanghai Stock Exchange required Yatai Group to explain whether the coal products required by the company are matched with those related to Taixin Coal Industry in combination with the cost of various building materials products of the company in the past three years, including the variety and grade of coal products, the corresponding demand and its cost proportion, as well as the varieties, grades and actual output of coal products of Taixin Coal IndustryAt the same time, Yatai Group needs to explain whether the acquisition will help reduce the company's production costs and improve the company's profitability based on the above problems and the past operating performance of Taixin Coal.
According to the announcement of Yatai Group, the market value of all shareholders' equity after Taixin Coal Industry adopts the asset-based method is 9600 million yuan, Taixin coal industry 9778% of the equity corresponds to the transaction price of 9RMB 3.9 billion, according to the pricing principle and agreed by both parties to the transaction, will be paid in a lump sum within 5 working days from the effective date of the acquisition contract.
The Shanghai Stock Exchange paid attention to the fact that the reply to the working letter of Yatai Group's 2022 annual report showed that at the end of 2022, Yatai Group and Taixin Coal Branch, Jixi Taixin Coal Industry, Xinshengyuan Coal Mine, had a large amount of prepayment on the account, with a closing balance of 991250,000 yuan, while the company's transaction volume with it for the whole year of 2022 is only 1424030,000 yuan.
In view of this, the Shanghai Stock Exchange requires Yatai Group to explain whether the transaction price payment arrangement takes into account the balance of claims and debts between the company and Taixin Coal based on the historical dealings between the company and Taixin Coal, the balance of claims and debts, and the reasons for its formationCombined with the company's operating conditions, funds in hand, the scale and structure of liabilities and the funds required for daily operations, it explains whether the company has the ability to pay in full, the necessity and reasonableness of large-scale foreign investment, and the possible impact and risks on the company's liquidity.
According to the announcement of Yatai Group, none of the houses in the target company's buildings have obtained property rights certificates, and all coal mine land is leased. The mortgagee of the mining license of Xinshengyuan Coal Mine, Changde Coal Mine and Fulinyuan Coal Mine is Didao Branch of Heilongjiang Jixi Rural Commercial Bank, and the mortgage period is from December 18, 2021 to December 17, 2024. The mortgagee of the Xiangyang Coal Mining License is Changchun Dongsheng Branch of the Bank of Jilin, and the mortgage period is from January 18, 2023 to January 18, 2026.
In this regard, the Shanghai Stock Exchange requires Yatai Group to disclose the specific reasons why the target company's house has not obtained the property certificate, as well as the specific situation of holding coal mine land in the form of lease, and explain whether it is conducive to the sustainable and stable development of the business in combination with the above circumstances, and fully warn of the risksAt the same time, it is necessary to explain the reasons and reasonableness of the company's acquisition despite the restriction of the assets of the target company, and whether the transaction price fully considers the relevant circumstances.
In addition to the above issues, the Shanghai Stock Exchange also required Yatai Group to disclose the specific situation of the mortgage of the relevant coal mine mining warrants, and whether it will have an impact on the normal production and operation of Taixin Coal Industry.