Transferor of assets: Inner Mongolia Grassland Xingfa Co., Ltd., which was listed on Shenzhen Stock Exchange in May 1997. Upon approval, the company distributed RMB ordinary shares to all shareholders on June 5438+ 10, 2003, based on the total share capital of 283,272,000 shares at the end of 2006, and the total share capital of the company was 409,10/7,687 shares after the rights issue was completed. In April 2006, the company implemented the share-trading reform. Based on the current number of shares of 65,438+086,170,400, the company transferred 205, 188, 176 shares to all registered shareholders of tradable shares by capital reserve, and the total share capital after the transfer was 665,438+04,305.
Investor: Inner Mongolia Zhu Ping Coal Industry (Group) Co., Ltd. (hereinafter referred to as Pingmei Group), a wholly state-owned company, was established in July 2000 with a registered capital of 747.65 million yuan. The company's coal field covers an area of 865,438+0 square kilometers, consisting of Pingzhuang coal field and Yuanbaoshan coal field, with proven reserves of 65.438+0.67 billion tons. By the end of June, 2005, Pingmei Group had total assets of 5,275,282,300 yuan, total liabilities of 654,388+0,888,784 yuan and net assets of 3,386,498,200 yuan. In 2005, the sales revenue was1850,744,800 yuan, and the net profit was 2 134 1500 yuan. The company will take five coal mines such as Fengshuigou as operating assets and replace them with *st Xingfa.
1.* The dilemma faced by Xingfa
The company is mainly engaged in crop planting, livestock and poultry breeding, food processing and catering industry. Due to poor management, the company suffered losses for two consecutive years in 2004 and 2005, and has been given delisting warning according to the Listing Rules of the Exchange. If it still loses money in 2006, the company will face the risk of suspension of listing. Especially in recent years, due to inflated assets, fictitious profits, shareholders fleeing rights issue funds and other reasons, the company was put on file for inspection by China Securities Regulatory Commission. Since 2004, the company's operation has deteriorated sharply, the cash flow has basically dried up, and a large number of debts due cannot be repaid.
2. The significance of reorganization
In order to get rid of the company's predicament at that time, under the coordination of the Inner Mongolia Autonomous Region Government and Chifeng Municipal Government, Grassland Xingfa and the controlling shareholder of the company actively sought restructuring, and had many positive communications with Pingdingshan Coal Group on the restructuring, and the two sides finally reached an agreement. Pingmei Group decided to carry out a major asset conversion on *st Xingfa, put the coal mine assets with better profitability into listed companies, and improve the asset quality and profitability of listed companies through restructuring.
3. Asset reorganization plan
(1) share purchase
Pingmei Group acquired 36.29% of the shares held by the top three shareholders of the listed company through the equity purchase agreement, that is, 222,947,287.00 shares of restricted shares. After the acquisition, Pingmei Group became the largest shareholder of listed companies.
(2) Asset replacement
Pingmei Group and listed companies plan to take June 30, 2006 as the base date, deduct the retained bank liabilities 109080000 yuan from all the assets of listed companies, and replace the assessed net assets 12827 10000 yuan with the negotiated price of the partially assessed operating net assets of the coal industry owned by Pingmei Group.
(3) Directed issuance of new shares
Due to the difference of1414110000 yuan in asset replacement, listed companies compensate by issuing new shares. 400 million restricted shares were newly issued to Pingdingshan Coal Group at a price of 2.47 yuan/share, with a total price of 988 million yuan. After the private placement, Pingmei holds 6 1.4% equity of the listed company.
The balance of 42,665,438+065,438+000,000 yuan after the issuance will be included in accounts payable as the liabilities of listed companies to Pingdingshan Coal Group within 5 years.
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Audit report of Inner Mongolia Grassland Xingfa Co., Ltd. in the first quarter of 2007
1, return on net assets and earnings per share calculation table
Profit, return on equity and earnings per share during the reporting period
Fully diluted weighted average basic earnings per share diluted earnings per share
Belong to the ordinary shareholders of the company
-74.72% -54.37% -0. 12 -0. 12
net profit
It belongs to the public after deducting non-recurring gains and losses.
-74.7 1% -54.36% -0. 12 -0. 12
Net profit of ordinary shareholders of the Company
2. Net profit after deducting non-recurring gains and losses
Amount of the Project in Current Period (RMB)
I. Net profit -7 1, 237,559.46
Two. Increase (decrease): non-recurring profit and loss items
Plus: non-operating expenses 2 10/0,491.88.
Less: non-operating income 20 1, 076.00
Less: various forms of government subsidies.
Less: capital occupation fee charged by non-financial institutions.
Three. Plus: Income tax impact of non-operating profit and loss
Four. Net profit after deducting non-recurring gains and losses -7 1, 228, 143.58
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The case of grassland popularizing classic M&A in Inner Mongolia. ...............
Being a Chifeng person feels very depressed.