China Nonferrous Metal Construction Co., Ltd. for sale of major assets Report (Draft)

 China Nonferrous Metal Construction Co., Ltd. for sale of major assets Report (Draft)
company statement
all members of the Company and the Board to ensure that the contents of this report is true, accurate, complete, and report false or misleading statements or material omissions jointly and severally liable.
China Securities Regulatory Commission, other government agencies, intermediaries to sell major assets of this made any decision or opinion, not that the value of the stock of the Company or investors in real terms in revenue Judgement or guarantee.
The completion of major asset sales, and earnings of the company changed from the responsibility of the Company; because of this significant investment risk arising from sale of assets, investors shall be responsible.
special Risk Warning
Construction Co., Ltd. under the China Nonferrous Metals Import and Export Bank of China June 28, 2001 signed the company has the total shareholding of 10,630 shares 160,535,250 legal person shares of the Minsheng Bank China Exim Bank pledged to the main contract (in the color shares with the Chinese Export-Import Bank January 20, 2001 signing of the Project Loan Agreement , the Company has in the or early repayment of bank loans as collateral. As the negotiations and other assets of the proposed replacement of the assessment of security is still a process, so the second, three share the risk remains uncertain.
I. Interpretation
unless otherwise have indicated, hereinafter referred to in this report have the following meanings:
the color of shares or the Company: refers to the China Nonferrous Metal Construction Co., Ltd.;
Shanxi Haixin: refers to the Shanxi Haixin Industrial Co., Ltd.; < br> Minsheng Bank: refers to the China Minsheng Banking Co., Ltd.;
China Nonferrous Metals Group: refers to the China Nonferrous Mining Construction Group Co., Ltd.;
sale of major assets: refers to the color of shares to 160,535,250 shares held by the legal person shares of China Minsheng Bank transferred to Shanxi Haixin behavior;
Target Shares: means the color of shares 160,535,250 shares held by the legal person shares of China Minsheng Bank;
CSRC: China Securities Regulatory Commission means;
SFC SFC Zi [2001] No. 105 Company and Shanxi Haixin October 18, 2004 signed the transfer will be in three phases, transfer of 5,400 shares in 2004, price 3.50 yuan per share; June 30, 2005 transfer of 6,600 shares per share price of 3.71 yuan; June 30, 2006 transfer of the remaining 40,535,250 shares at prices 3.94 yuan, 593,568,885 yuan total price of the equity transfer. The sale price in cash.
2003 年 9 27, of the Company Asset Management Limited and Wing signed the Minsheng Bank shares 3,000 shares (representing the total share capital of Minsheng Bank 0.89%) transferred to Wing Asset Management Co., Ltd., a share sale price of 3.12 yuan, the total transfer price of RMB 9,360 million .2003 December 15, the 1, 2003 the company's extraordinary general meeting approved the transaction.
under the amounts. Minsheng Bank sold the company twice the total amount of 687,168,885 shares of RMB, accounting for the end of 2003 the Company's audited net assets of 68.50% 1,003,237,005.61 yuan, more than 50%, in line with the The transaction constitutes a major asset sale behavior. The Company and Shanxi Haixin counterparty no relationship between, the transaction does not constitute a connected transaction.
three counterparties briefing
1, the basic situation
Shanxi Haixin was established in March 22, 2000, the Company Address: Dong Wenxi County, Shanxi Province, the legal representative: Li Zhaohui, registered capital: 138,429.61 million, Company Type: Limited. Shanxi Haixin business scope includes: refining iron, steel, rolled steel, steel products manufacturing, wholesale and retail; ferroalloy, scrap, waste material wholesale and retail; coke processing and sales; cement production and sales.
2, the main business development
Shanxi Haixin's primary business is iron, steel, rolled steel and steel products manufacturing, wholesale and retail; ferroalloy, scrap, waste material wholesale and retail; coke processing and sales; cement production and sales. According to the State Administration of Taxation statistics, Shanxi Haixin in 2003 the first large Chinese private enterprises to pay taxes. Shanxi Haixin can not guarantee that it is not due to repay the debt, no ongoing or will occur in large lawsuits, and no other could lead to credit deterioration to meet its payment obligations will not be an obstacle to its existence of the facts.
3, the situation
ownership structure of shareholders and Shanxi Haixin holdings are: Shanxi Haixin Iron and Steel Group Co., Ltd holding 90.93% Beijing China Railway Foreign Service Company holds 3.61%, Luoyang Railway Express (Group) Company holds 1.85%, the Shanghai Metallurgical Furnace Charge Company holds 1.55%, Henan Province, metallurgy and building materials supply and marketing company owned 1.27%, Iron Mountain off Southwest Division Industry and Trade Corporation, holding 0.79%.
Shanxi Haixin Iron and Steel Group Co., Ltd. was established in 1992 with a registered capital of 135,368.81 million, the company registered address: Shanxi Wenxi Township, legal representative: Li Zhaohui, business Range: iron, steel, bar steel, mining, mineral processing, coke, pig iron, steel ingot, billet, steel, steel scrap, ferro alloys, nonferrous metals, refractory wholesale, retail, buying and selling; production for iron and steel products exports ; production of scientific research required for raw materials, machinery equipment, apparatus, instruments and spare parts imports; services; motor transport. The shareholders of the company is now jointly by Shanxi Coking Plant Wenxi three railways and Hunan Xiang Wei limited liability companies investing , holding rates were 99.3% and 0.7%.
Mr. Li Zhaohui, male, 23 years old, ID number: 142729810308121. a brief resume: 1994m1997 years, Taiyuan Venture School; 1997m1999 years, a model for the international school in Melbourne, Australia; 1999m2002 years , Australia MONASH University; 2003 so far, Shanxi Haixin Iron and Steel Group Co Ltd. Mr. Li Zhaohui, Department of famous Chinese Federation of Private Entrepreneurs mm of the original son of Vice-Chairman Mr. Li Haicang. Mr. Li Haicang died, Mr. Li Zhaohui the sea as its legal successor as Shanxi Xin Industrial Co., Ltd. is the actual controller.
Shanxi Haixin equity structure as follows:
Li Zhaohui Li Wenjie
90% 10%
Hunan, Shanxi Province, Wei Xiang Wenxi three iron joint investment
Coking Plant Co., Ltd.
99.3% 0.7%
Shanghai Metallurgical China Railway Railway Henan Luoyang, Shanxi Haixin Iron
Southwest Yeshan Foreign Service Charge Iron and Steel Group Company Express (Group) Gold building material take-off families Public Limited Company-owned Beijing company
Supply Company Trade Corporation
1.55% 3.61% 90.93% 1.85% 0.79% 0.79%
Industrial Co., Ltd. Shanxi Haixin
4, the most recent year financial information
According to PricewaterhouseCoopers Zhong Tian CPAs Co., Ltd. issued by PricewaterhouseCoopers Zhong Tian Shen Zi (2004) 1519 audit report, as of December 31, 2003, Shanxi Haixin key financial indicators are as follows:
Shanxi Haixin main financial indicators unit:
item 2003.12.31
total assets 5,175,311,492
Total liabilities 3,073,501,748
minority interests 250,153,419
net assets 1,851,656,325
project 2003.1-12 < br> Main Business Revenue 4,302,546,447
net operating profit 763,122,124
418,370,048
5, to the listed company directors or senior management recommended by the case of Shanxi Haixin
not recommend any of the directors of the Company senior management.
6, within the last five years administrative punishment in the case
Shanxi Haixin is not within the last five years administrative punishment or criminal penalties and economic disputes involving civil litigation or arbitration related to a major .
four major asset sales this background and motivation
the Company to 13,150 million in 1999 bought 9,000 shares at the price of Legal Person Shares of Minsheng Bank, China Minsheng Bank over the years as bonus shares, increase by transferring shares and the sale of part of the shares of the Company, the current shares of the Company held 160,535,250 shares of Minsheng Bank, China Minsheng Banking accounted for 3.10% of the total share capital. The equity cost method of accounting and book cost 8,779.98 million, representing the Company's net assets in mid-2004 8.8 %, are non-core business assets.
due to the cost method of accounting, so the value-added part of the shares can not be fully reflected, he was unable to achieve regular return on investment, the company's profitability is underestimated, the potential expansion of assets not be fully realized. The company has established the main business of overseas resources development, the view of the huge funding requirements of the business, the Company will actively clean up of non-core business assets, the company's resources into the main industry to go. At the same time China Securities Regulatory Commission will respond positively to the interests of investors on the protection of the provisions of the public in preparation for the next year to give shareholders a good return on cash dividends. Therefore, Minsheng Bank to sell stake in investment income realized on the one hand, it also can be recycled large amount of funds for the development of the company's main business and dividends to shareholders.
China's to private enterprises in China's first joint-stock commercial bank shareholders based in the past 7 years, rapid development has made remarkable achievements.
However, because the company is not in Minsheng Bank board seats, the Minsheng Bank no control over the management and decision-making. Minsheng Bank sold the company at this time is to avoid the risk of future investment, the best time to sell shares in the cash return on investment, protect the interests of the shareholders of the Company.
five major asset of this sold subject
1, the basic situation
The subject of the sale of major assets held by the Company China Minsheng Banking 160,535,250 shares, representing the total share capital of Minsheng Bank 3.10%.
Minsheng Bank was established in 1996 February 7, Registered Address: Justice Road, Dongcheng District, Beijing, IV, legal representative: Jing Shuping, the registered capital: 5,184,445,956 yuan. The company bought 9,000 shares in 1999 and Legal Person Shares of Minsheng Bank, the Minsheng Bank Major Holders over the years, increase by transferring shares of the Company to sell part of stake in Minsheng Bank currently holds shares of the Company 160,535,250 shares, representing the total share capital of Minsheng Bank 3.10%. Meanwhile, the China Securities Depository and Clearing Corporation Limited Shanghai Branch issued ; investors hold the balance of bearer securities br> 1. New Hope Investment Co., Ltd. 362,126,525 6.98
2. China Asia Standard Holdings Limited 341,084,250 6.58
3. China Shipowners Mutual Assurance Association 288,609,750 5.57
4. Oriental Group Co., Ltd. 285,040,370 5.50 < br> 5. SME Investment Co., Ltd. 262,582,398 5.06
6. Xiamen Fu Xin Holdings Limited 250,040,992 4.82
7. China Coal Energy Group Corporation 236,135,250 4.55
8. Shanghai Jianteshengwu Technology Co., Ltd. 194,313,073 3.75
9. Sichuan South Hope Industrial Co., Ltd. 170,489,651 3.29
10. China Nonferrous Metal Construction Co., Ltd. 160,535,250 3.10
2, the audit
PricewaterhouseCoopers Zhong Tian CPAs Limited Minsheng Bank 2001m2003 year conducted an audit of financial statements, issued by PricewaterhouseCoopers Audit words (2004), No. 656, the word trial PricewaterhouseCoopers (2003) 294, PricewaterhouseCoopers Audit words (2002) 321 No audit reports. Minsheng Bank's audited financial data as the primary:
Minsheng Bank audit data unit:
item 2003.12.31 2002.12.31 2001.12.31
total assets total liabilities 361,064,410,000 246,280,853,000 138,898,420,000
351,414,206,000 240,277,043,000 133,473,517,000
net assets 9,650,204,000 6,003,810,000 5,424,903,000
project 2003.1-12 2002.1-12 2001.1-12
12,037,114,000 7,213,677,000 5,130,993,000
revenues 1,967,671,000 1,215,399,000 880,784,000
operating profit net profit of 1,391,252,000 891,540,000 646,370,000
3, the assets involved in the security and litigation
color under the Export-Import Bank of China shares 28 June 2001 signed the ; Supplemental Agreement ;, the Company had 10,630 shares held by the legal person shares of the Minsheng Bank China Exim Bank pledged to the main contract (in the color shares with the Chinese Export-Import Bank January 20, 2001 signed the Loan Agreement The company has been in the as collateral or repay the loan ahead of schedule. As the negotiations and other assets of the proposed replacement of the assessment of security is still a process, so the second, three share the risk remains uncertain.
addition to the above matters, the target shares are not involved any litigation, arbitration or judicial enforcement, and other major issues in dispute.
six major asset sale agreement related to the main content of
the Company and Shanxi Haixin on October 18, 2004 signed the The Company intends to 160,535,250 shares held by the legal person shares Minsheng Bank transfer to Shanxi Haixin, Shanxi Haixin agreed target shares transferee. The No. 26313 No. EIGHT HUNDRED LXXXV yuan), from Shanxi Haixin transfer by delivery of shares of each target three times the amount paid to the Company.
the first transfer of the shares of the target price of 3.5 yuan per share, a total of 189,000,000 yuan RMB (capital: one billion yuan Baqian Nine Million whole), Shanxi Haixin should be issued from the China Securities Regulatory Commission approved the transfer of shares views on the current period from the date of 10 working days to pay the full amount to the Company of shares of Target transfer price.
price per share of the second target should be the first target price per Share based on floating 6%. the price per share of the second target was 3.71 yuan, a total of 244,860,000 yuan RMB (capital: II million Siqiansibai LXXXVI Million RMB), Shanxi Haixin should be issued from the China Securities Regulatory Commission approved the transfer of shares views on the current period from the date of 10 working days to pay the full amount to the Company of shares of Target the transfer price; the transfer of shares if the current target without prior approval from China Securities Regulatory Commission, Shanxi Haixin should be in the May 30, 2005 to the Company pay the full transfer of the shares of the target price.
third goal Price per share, the second objective should be price per Share based on floating 6%. that third target price 3.94 yuan per share, a total of 159,708,885 yuan (capital: One million five thousand Nine Bai qi HUNDRED THOUSAND EIGHT HUNDRED LXXXV Baqian yuan), Shanxi Haixin should be issued from the China Securities Regulatory Commission approved the transfer of shares the views of the current date of 10 working days, full payment to the Company that the transfer price of shares of Target; If the current goal of the transfer of shares without prior approval from China Securities Regulatory Commission, Shanxi Haixin should be on May 30, 2006 to the Company in full payment of the transfer of the shares of the target price.
2, target delivery and transfer of shares
two sides agreed to, the Company under this Agreement once signed a contract to sell to the goal of Shanxi Haixin shares delivered to the Shanxi Haixin three phases.
the two sides should be December 15, 2004, completed the first delivery of targets and the transfer of shares, delivery of the first target amount of shares as follows: 5,400 shares.
sides should be 30 June 2005 to complete the second phase targets the delivery and transfer of shares, the second target amount for the delivery of shares: 6,600 shares.
sides should be 30 June 2006 to complete the third objective of the delivery and transfer of shares, the third line of the target for the delivery of shares: 40,535,250 shares.
The objectives mentioned in this section of the delivery and transfer of shares, refer to China Securities Depository and Clearing Corporation Limited Shanghai Branch target for completion of delivery and ownership transfer of shares.
3, entry into force of the contract, effective time
The agreement signed and sealed by both parties and approved by the shareholders of the Company effective from the date the General Assembly, effective transfer of shares to the target period of the date of completion.
seven major sale of assets related to this matter that
1, the The transaction pricing analysis
Minsheng Bank sold shares of the Company's price, is the result with potential transferee reached after several rounds of negotiations. In general, the higher the transfer of ownership will result in a higher proportion of control premium. So if the livelihood of the Company held by the bank for sale to split into several different transferee, the transfer price will be much lower than the sale price to a transferee. In addition, foreign equity participation in order to obtain the domestic transferee opportunities for banks, but also willing to pay a higher premium, but the transferee foreign institutions such as Minsheng Bank shares, need to go through the Ministry of Commerce, China Banking Regulatory Commission and other approvals, procedures are complicated and not deterministic large, may cause the company obtained significantly delay the transfer time shall not conducive to protecting the interests of the shareholders of the Company. Therefore, this company has not selected foreign institutions, but chose the strength of the domestic companies as the transferee.
Minsheng Bank since 2000 Since listing, continuous performance and supernormal growth assets, to shareholders a good return.
five state-owned commercial banks are currently restructuring and is ready to begin listing, will present joint-stock commercial banks have been listed market share and stock price lead to a greater level of impact. The company chose this time to sell Minsheng Bank shares, but also to investment income as soon as possible, to avoid future investment risks.
the share transfer of the Company, the average price of 3.70 yuan, compared with Minsheng Bank mid-2004, net assets per share 2.31 yuan (2.23 yuan per share, adjusted) premium of 60.17%; three phases, each corresponding to the transfer of transfer prices were 3.50 yuan, 3.71 yuan, 3.94 yuan, a premium of 51.52%, respectively, 60.6%, 70.56%. in accordance with the Minsheng Bank 0.21 per share in mid-2004's performance to project the end of 2005 its net assets per share will be difficult to reach 3 yuan. The Minsheng Bank share prices have hit domestic transfer price between the high, also higher than the Eastern bloc in 2004 to complete the transfer of part of the Minsheng Bank shares to International Finance Corporation (IFC) price of 3.41 yuan per share. Therefore, the transfer price is beneficial to the company.
2, sale of assets transferred
use the proceeds of this equity transfer is completed, the Company will be May 30, 2006 before the three phases of about 594 million yuan in cash, investment income before tax of about 506 million, net of income tax expected to be with a net cash income of about 4.5 million. The funding will be used to project the company's main business investment and in the future allocation of the annual cash dividend to shareholders.
allotment of funds investment company of Mongolia plans wood Elting - Obo Zinc project will be completed in August 2005. The mine reserves of 1.03 million tons of zinc metal, the total investment of 3,800 million U.S. dollars, accounting for 51% of the shares of the company, will be built to the domestic supply of refined zinc per year 70,000 tons. The project is the China and Mongolia preferential loan projects identified by the Government, President Hu Jintao visited Mongolia in 2003, made when instructed to map wood Elting - Obo zinc project into a model of cooperation projects in Mongolia. The Company is currently supporting the project planning and zinc smelting projects to achieve the vertical integration of mining dressing and smelting industry chain. through with the power, a rich source of non-ferrous metal ore negotiations Chifeng City, Inner Mongolia, the current capital increase to be adopted by the company holding the local way of a zinc smelter and invest in its Phase III expansion of 50,000 tons of electrolytic zinc, total investment of 3.1 billion, 45% capital ratio, the company plans to invest 7,500 million won 51% of the shares, in addition to be entrusted with the management of his original , the second phase capacity of 50,000 tons. Once the project goes into production, the company will enter the country's 10 largest zinc producer of the series, and is the lowest cost producers. Phase III expansion project to be started in June 2005, completed the end of 2006 production, China Nonferrous Metals Engineering Design Institute to provide a bauxite company signed a joint development agreement of intent (the Company has announced the end of 2003), and strive to form in the years before 2010 the production capacity of 400 million tons of alumina. and to sign the agreement along with the Austrian company Many participants aluminum Co., Ltd 42 tons of electrolytic aluminum in construction project design, equipment and technical services contract, the contract amount of $ 600,000,000, it will be China's first Western-developed countries to industrial technology and complete sets of equipment, non-ferrous metals , marks the company in the field of non-ferrous metals industry, contracting one of the world advanced technology level, but also marks the company implementing the strategy of overseas resources will be the first to enter the Western markets of developed countries. Although there is a long bauxite development process, But the company needs to first start of the electrolytic aluminum projects for 3,000 million performance bond (the contractor for the Project Company), according to the requirements of domestic banks need to guarantee the amount of the Company to provide the equivalent of more than 50% margin. The transfer of shares in the funds of 1.2 billion will be used Aldoga project.
Vietnam is to support China's economic and foreign policy priorities of the countries, the company has been in Vietnam the right to undertake the Health and copper projects. Vietnam has a very rich bauxite resources, mostly the province of Dak Nong Le bauxite reserves of 26 billion tons more than the sum of all of China's reserves. After five years of development department of the company's unremitting efforts, the Vietnamese Government to agree to be developed by the China Investment Holding Company Dak Nong bauxite and build an annual output of 100 million tons of alumina plant, the products sold in China, many farmers will become non-ferrous metals mining industry an important raw material base. The project submitted by the State of the State Council leaders attach great importance to the Foreign Investment Department led by the National Development and Reform Commission set up a special working group decided by the Company and the China Aluminium Group to jointly develop bauxite, specific programs are being developed. Since the initial investment is estimated at $ 900,000,000, the State The policy bank will provide 70% of the project loan, the remaining funds will be raised by the owners of the companies, such as to obtain a 30% stake would need to invest 8,100 million dollars. Minsheng Bank in addition to funds obtained by the sale, the company is actively operating , will use a variety of ways to raise funds and try to get as much as the project's equity.
the company of these two projects (Australia - Ao Duojia electrolytic aluminum projects, Vietnam - Dak Nong bauxite project) of capital investment for the initial intention. specific investment company will be based on the progress of the project to be disclosed in a timely manner.
the Company is actively cleaning up non-core business investments, the limited resources to focus on have a good society, the dual benefits of economic development and non-ferrous metal resources, the main industry on the international project. At the same time the board is studying the China Securities Regulatory Commission promulgated the in the next year to give shareholders a good return on the cash dividend.
3, transfer case that equity installment
the sale of the Company China Minsheng Bank shares, determined to take a one-time price of transfer in three phases, the main The reason is:
First, in order to cash flow and asset sales of shares in the color scheme to match funding needs to avoid the situation of idle funds, to the greatest possible protection in the color of shares and interests of all shareholders.
s Second, the color of the 160,535,250 shares held by the legal person shares in Hang Seng Bank shareholders, has 10,630 shares have been pledged to the Export-Import Bank of China has been frozen, but not involved in any litigation, arbitration or judicial enforcement, and other major issues in dispute, now in color shares are actively preparing for the replacement of the pledge to lift the freeze option, so the first transfer of the shares in 2004 to 5,400 the number of shares, the second and third stages will be no transfer of shares in the June 30, 2005 and 2006 completed on June 30 transfer of ownership of shares in the color in the Analysis of regulation (structure, and in accordance with SFC regulations, the public shares the company issued share capital of not less than 25% of the total. According to the other conditions. the implementation of this major asset sales, the company has a stock market conditions.
2, the implementation of this major asset sales, the company has continued viability.
Minsheng Bank shares is the company's non-core business assets , the sale of the assets will not affect the continued viability of the Company, if the success of this sale of assets, the Company will receive cash in three years about 594 million yuan, realized investment gains of about 506 million, will significantly increase the Company's financial strength and assets to accelerate the development of the company overseas nonferrous metal resources, the main industry and project contracting process, to achieve the company's sustained and rapid development.
3, involving the sale of major assets in this asset ownership clear, there is no credit and debt disputes .
goal of this transaction the Company held equity shares of 160,535,250 shares of Minsheng Bank, China Minsheng Banking accounted for 3.10% of total share capital, the asset ownership clear. At present, the company will be one of 10,630 shares pledged to the legal person shares Minsheng Bank Export-Import Bank of China, the main contract (in the color shares with the Chinese Export-Import Bank January 20, 2001 signed the 3%. the behavior does not affect the company's pledge under the pledge of shares is not there, judicial attachment or other encumbrance. Currently, the company is negotiating with the Chinese Export-Import Bank, for replacement of other assets as collateral or Minsheng Bank to repay the loan ahead of schedule. As the negotiations and other exchange of assets to be mortgaged assessment still need a process, so the second or third transfer of shares remains uncertain risks.
4, the implementation of this major asset sales no obvious damage to the interests of all shareholders of listed companies and other circumstances.
the second major asset sale in the transactions, transaction price, trading procedures, followed the prospects and other aspects will be significantly improved, trading of listed companies and there is no damage to the interests of all shareholders ...