On the evening of January 9, Chinatungsten High-tech, which had been suspended for half a month due to the planning of major restructuring matters, announced a preliminary trading plan and planned to resume trading from the opening of the market on January 10. According to the announcement, 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, and issue shares to no more than 35 qualified specific investors to raise matching funds. Since the actual controllers of Minmetals Tungsten and Chinatungsten High-tech, one of the counterparties to this transaction, are China Minmetals Group, this transaction constitutes a connected transaction. The proposed Persimmon Zhuyuan Company is actually one of the five mines under the management of China Minmetals entrusted by Chinatungsten High-tech, which has great advantages in terms of resource reserves and grades, of which tungsten resource reserves account for more than 30% of the country's tungsten resource reserves, and the world's largest industrial recoverable reserves. In terms of financial data, in the first three quarters of 2023, the net profit of Persimmon Zhuyuan Company even exceeded that of Chinatungsten High-tech. For the injection of such a target, many investors in Chinatungsten High-tech Stock Bar are jubilant. However, it should be noted that the audit and evaluation of this transaction has not yet been completed, and the valuation and pricing of the underlying assets have not yet been determined. Fixed increase into tungsten assetsAt the same time, matching funds will be raisedDue to the planning of major restructuring matters, Chinatungsten High-tech announced on the evening of December 25, 2023 that it will be suspended from the opening of the market on December 26, 2023, and the announcement did not disclose specific matters. On January 3, 2024, the company issued an announcement on the progress of the suspension of major events, briefly disclosing that "it is planning to issue shares and pay cash to purchase 100% of the shares of Hunan Persimmon Zhuyuan Nonferrous Metals Co., Ltd. held by Minmetals Tungsten Industry Group *** and Hunan Woxi Mining Investment *** and raise matching funds". On the evening of January 9, the preliminary plan of the major restructuring and the situation of the restructuring target were finally unveiled.
First of all, Chinatungsten High-tech intends to purchase 100% of the shares of Persimmon Zhuyuan Company held by Minmetals Tungsten Industry and Woxi Mining Co., Ltd. by issuing shares and paying cash. At the same time, the listed company intends to use the inquiry method to no more than 35 qualified specific investors to issue shares to raise matching funds, the number of shares issued does 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 does not exceed 100% of the transaction ** in the transaction of purchasing assets by issuing shares. After deducting the intermediary fees, the raised matching funds 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, of which the proportion used to supplement the liquidity of the listed company shall not exceed 25% of the consideration of the transaction or 50% of the total amount of supporting funds raised. The pricing benchmark date for the issued shares is January 10, 2024, and the issue price 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. Since the actual controller of Minmetals Tungsten, one of the counterparties to the issuance of shares and the payment of cash to purchase assets, and the listed company are both China Minmetals, this transaction constitutes a connected transaction. After the completion of the transaction, the actual controller of the listed company will still be China Minmetals, and the transaction will not lead to a change in the actual controller of Chinatungsten High-tech. According to the announcement, the transaction is expected to meet the material asset restructuring standards stipulated in the "Restructuring Management Measures", thus constituting a major asset restructuring of listed companies. However, it is worth noting that as of the date of signing of the plan, the audit and evaluation work has not been completed, and the valuation and pricing of the underlying assets have not yet been determined. "The world's largest industrial recoverable reserves".Help form a complete tungsten industry chainAlthough the final pricing of the underlying asset has not yet been released, it is believed that it will not be too low from its texture and financial data. According to the announcement, Persimmon Zhuyuan Company is rich in mineral resources, with more than 100 kinds of mineral varieties, and has great advantages in terms of resource reserves and grades. Among them, its tungsten resource reserves account for more than 30% of the country's tungsten resource reserves, and the industrial recoverable reserves rank first in the world. In addition, Persimmon Zhuyuan Company has a rich range of products, which can produce tungsten, molybdenum, bismuth, fluorite and other mineral products, ammonium paratungstate, blue tungsten oxide, yellow tungsten oxide and other smelting and processing products, as well as bismuth nitrate, bismuth vanadate and other new bismuth materials. At present, Persimmon Zhuyuan Company has become an important mine to ensure the supply of national strategic resources, and is the first batch of demonstration bases for comprehensive utilization of mineral resources in China. With an annual output of more than 7,000 tons of tungsten concentrate, it has become the world's largest tungsten concentrate production enterprise, with an annual output of more than 300,000 tons of fluorite, and the output of associated fluorite ranks in the forefront of the domestic industry. In terms of finance, as of the end of the third quarter of 2023, the total assets of Persimmon Zhuyuan Company are 267.1 billion yuan, net assets are 152.9 billion yuan;In the first three quarters of 2023, its operating income and net profit reached 199.8 billion and 39.5 billion yuan. In terms of asset volume and revenue volume, there is a certain gap between Persimmon Zhuyuan Company and Chinatungsten High-tech, but its net profit in the first three quarters of 2023 even slightly exceeds the net profit of Chinatungsten High-tech in the same period (3.).1.5 billion yuan).
Chinatungsten High-tech said that this transaction will help the company form a complete tungsten industry chain integrating tungsten mining, tungsten smelting, cemented carbide and deep processing, integrate resources, promote industrial transformation and upgrading, and enhance the ability of listed companies to resist business risks. In Chinatungsten High-tech East Finance Stocks, many investors are optimistic about the major asset injection, expecting the stock price to rise sharply or even continue to rise, but some netizens are worried that due to the overall decline in the market during the company's suspension, the company's resumption of trading or to make up for the fall.
As of December 22, 2023, Chinatungsten High-tech has 4660,000 households. Four mines are still hostedPay attention to whether the follow-up injection continuesAccording to public information, Chinatungsten High-tech is the operation and management platform of China Minmetals tungsten industry, which manages and operates a complete tungsten industry chain integrating mining, smelting, processing, equipment manufacturing and shared services. The company has many cemented carbide leading products, has 4 national scientific and technological innovation platforms and the only national key laboratory in the industry, and is a leading enterprise and leader in the field of tungsten industry in China. The Persimmon Zhuyuan Company to be injected this time is actually one of the five mines under China Minmetals entrusted by Chinatungsten High-tech. On March 25, 2019, the company disclosed the "Announcement on the Equity Adjustment of Tungsten-related Enterprises under Entrusted Management", according to which Minmetals Nonferrous Metals Co., Ltd. and Hunan Nonferrous Metals Co., Ltd. intend to transfer the equity of tungsten-related enterprises entrusted to the company on September 20, 2017 to Minmetals Tungsten Industry. In view of the fact that the equity of the relevant tungsten-related enterprises has been changed one after another, the company signed the "Equity Custody Agreement" with Minmetals Tungsten, and Minmetals Tungsten will continue to entrust the management of the equity of the aforesaid tungsten-related enterprises. The five companies entrusted to be managed by Chinatungsten High-tech are: Jiangxi Xiushui Xianglushan Tungsten Industry Co., Ltd., Hunan Persimmon Zhuyuan Nonferrous Metals Co., Ltd., Hengyang Yuanjing Tungsten Co., Ltd., Hunan Nonferrous Metals Xintianling Tungsten Industry Co., Ltd. and Hunan Yaogangxian Mining Co., Ltd. held by Hunan Nonferrous Assets Management Co., Ltd. According to the custody agreement, the company charges the above-mentioned equity holders a custody fee of 1 million yuan per year (including tax) for each custody target. It is understood that the above five mines have tungsten resources of nearly 1.2 million tons, with an annual output of about 2 tungsten concentrates50,000 tons. In order to avoid competition in the same industry, China Minmetals, the major shareholder of Chinatungsten High-tech, has promised to inject the mining and smelting enterprises into the company when the conditions are met. The injection of Persimmon Zhuyuan Company this time is to fulfill its commitment. In the future, it is still worth paying close attention to whether and when the other four mines will be injected. Since 2017, Chinatungsten High-tech has performed well, with non-net profit increasing from less than 100 million yuan to 47.8 billion yuan. However, due to the pressure on the demand side and the cost side, the performance of Chinatungsten High-tech has been under pressure this year, and in the first three quarters of 2023, the company achieved revenue of 954.8 billion yuan, a year-on-year decrease of 42%, to achieve a deduction of non-net profit of 23.7 billion yuan, a year-on-year decrease of 36%. As of December 25, 2023**, before the suspension, the share price of Chinatungsten High-tech was 848 yuan, with a market value of 11.8 billion yuan.
Editor: Joey.
Review: Muyu.