China Economic Net, Beijing, January 10 - Chinatungsten High-tech (000657SZ) opened today and closed at 933 yuan, an increase of 1002%。
According to the general risk reminder of Chinatungsten High-tech on the disclosure of the restructuring plan and the announcement of the resumption of trading of the company, the company (hereinafter referred to as Chinatungsten High-tech, **000657) will be suspended from the market open on December 26, 2023 (Tuesday), and the company will resume trading from the market open on January 10 000657, 2024 (Wednesday) after applying to the Shenzhen Stock Exchange.
Chinatungsten High-tech announced last night that it issued shares and paid cash to purchase assets and raise matching funds and related party transaction plans. The transaction consists of two parts: issuing shares and paying cash to purchase assets and raising matching funds. The listed company in this transaction intends to purchase 100% of the equity of Persimmon Zhuyuan Company held by the counterparty through the issuance of shares and cash payment, and issue shares to no more than 35 qualified specific investors to raise matching funds.
Chinatungsten High-tech intends to purchase 100% of the shares of Persimmon Zhuyuan Company held by Minmetals Tungsten and Woxi Mining by issuing shares and paying cash. After the completion of this transaction, the listed company will hold 100% of the equity of Persimmon Zhuyuan Company.
The subject transaction of this transaction has not yet been determined, and the final transaction of the underlying assets will refer to the appraisal value contained in the asset appraisal report issued by the asset appraisal agency in accordance with the provisions of the ** Law and filed by the authorized state-owned assets supervision and administration agency, and shall be determined by the parties to the transaction through negotiation. As of the signing date of the plan, the audit and evaluation of the subject assets of this transaction have not been completed. The shares obtained by the counterparty in this transaction will be determined by the parties to the transaction through negotiation after the audit and evaluation of the transaction target are completed and the final transaction of the underlying assets is determined, and will be disclosed in the restructuring report of the transaction.
Chinatungsten High-tech intends to raise matching funds by issuing shares to no more than 35 qualified specific investors by way of inquiry, and the number of shares issued shall not exceed 30% of the total share capital of the listed company after the completion of the purchase of assets by issuing shares, and the total amount of supporting funds raised shall not exceed 100% of the transaction of purchasing assets by issuing shares in this transaction. The number of shares to be issued this time is subject to the number of shares to be issued approved by the regulatory authorities, and is finally determined according to the results of the inquiry.
The matching funds raised in this transaction are intended to be used to pay the cash consideration of the transaction, the construction of the target company's project and the replenishment of the liquidity of the listed company after deducting the intermediary fee, of which the proportion of the working capital of the listed company does not exceed 25% of the transaction consideration or 50% of the total amount of supporting funds raised, and the specific purpose and amount of the raised funds will be disclosed in the restructuring report. If the actual funds raised in this issuance cannot meet all the above-mentioned project funding needs, the funding gap will be solved by the company itself. Before the matching funds raised this time are in place, if the company spends with self-raised funds in advance according to the actual situation, after the matching funds are raised, it will use the raised matching funds to replace the self-raised funds that have been spent.
The issuance of shares and the payment of cash for the purchase of assets** is 705 yuan shares, not less than 80% of the average trading price of the company's ** in the 20 trading days before the pricing benchmark date, and not less than the audited net asset value per share attributable to ordinary shareholders of the parent company at the end of the most recent period before the issuance. In view of the fact that the transaction consideration of the underlying assets has not yet been determined, the number of shares to be issued to purchase assets from the counterparty in this transaction has not yet been determined. The exact number of issues to be issued will be disclosed in the restructuring report.
According to the relevant provisions of laws and regulations such as the Administrative Measures for the Registration of Listed Companies, the pricing benchmark date for the issuance of shares to raise matching funds is the first day of the issuance period to specific objects, and the issuance of ** is not less than 80% of the average trading price of the company in the first 20 trading days before the first day of the issuance period. and not less than the audited net asset value per share attributable to ordinary shareholders of the parent company at the end of the most recent period before the issuance (after dividends and rights (if any)).
The total amount of funds raised in this transaction shall not exceed 100% of the transaction of purchasing assets by issuing shares, and the number of shares issued shall not exceed 30% of the total share capital of the listed company after the completion of the purchase of assets by issuing shares. The specific amount of matching funds raised will be reviewed and determined by the board of directors of the company after the audit and evaluation of the subject assets of the transaction are completed and the transaction is determined. The final issuance quantity shall be subject to the deliberation and approval of the general meeting of shareholders of the listed company, the approval of the Shenzhen Stock Exchange and the registration of the China Securities Regulatory Commission. During the period from the pricing basis date to the completion of the issuance, if the listed company has ex-rights and ex-dividends such as dividends, bonus shares, conversion of share capital or allotment, the number of issues will also be adjusted accordingly according to the adjustment of the issuance.
In this restructuring, the shares of the listed company acquired by Minmetals Tungsten based on this transaction shall not be transferred within 36 months from the date of listing of the shares and before the expiration of the performance commitment period and the confirmation that it has fulfilled all its profit compensation obligations and impairment test compensation obligations. The shares of the listed company obtained by Woxi Mining based on this transaction shall not be transferred within 12 months from the date of listing of the shares. Shares issued to no more than 35 other specified investors are not transferable for a period of 6 months from the date of closing of the share offering. If the lock-up period of the subscribed shares in this transaction is inconsistent with the latest regulatory opinions of the ** regulator, the company and the subscriber will make corresponding adjustments according to the regulatory opinions of the relevant ** regulators.
The actual controllers of Minmetals Tungsten and China Tungsten High-tech, one of the counterparties to the issuance of shares and the payment of cash to purchase assets, are both China Minmetals, so this transaction constitutes a connected transaction.
On July 15, 2020, Chinatungsten High-tech released the report on the change of new shares in the non-public offering** and the listing announcement. The number of ** shares in this offering is 174,173,913 shares, and the total amount of funds raised in this offering is 888,286,95630 yuan, deducting the issuance fee of 7,447,683RMB63 (excluding VAT), and the actual net amount of funds raised was RMB880,839,27267 yuan. The Company and the Sponsor (Lead Underwriter) have finalized the issue of the Offering at 510 yuan shares, issued on June 5, 2020.
On June 17, 2020, Baker Tilly International Accounting Firm (Special General Partnership) verified the actual receipt of the subscription money paid by the subscription object of this issuance, and issued the "Capital Verification Report" of Tian Zhi Zi [2020] No. 30382. According to the capital verification report, as of June 15, 2020, China Merchants ** has received all the subscription payments of 888,286,956 for the non-public offering of Chinatungsten High-tech30 yuan.
According to the third quarter report of Chinatungsten High-tech in 2023, in the third quarter of 2023, Chinatungsten High-tech achieved an operating income of 300.2 billion yuan, down 5 percent year-on-year74%；net profit attributable to shareholders of listed companies was 7339280,000 yuan, down 5625%；Net profit attributable to shareholders of listed companies after deducting non-recurring gains and losses was 5194480,000 yuan, down 6770%。
In the first three quarters of 2023, Chinatungsten High-tech achieved an operating income of 954.8 billion yuan, down 424%；Net profit attributable to shareholders of listed companies31.5 billion yuan, down 20 percent year-on-year85%；Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses23.7 billion yuan, down 3693%；Net cash flow from operating activities -43.4 billion yuan.
*: China Economic Net.