Company Overview - Xinjiang Baodi Mining Co., Ltd. was established on November 14, 2001, and was transformed into a joint-stock company in 2013. The company is listed on the Shanghai Stock Exchange with the stock code 601121, operating in the black metal mining industry [1][2]. - The company primarily engages in rock mineral testing, mineral development and processing, housing leasing, mining investment, and sales of mineral products and steel, with iron concentrate as its main product [1][2]. Restructuring Transaction - The company plans to acquire 82% of the equity of Xinjiang Congling Energy Co., Ltd. from Congling Industrial Co., Ltd. and an additional 5% from JAAN INVESTMENTS CO.LTD through a combination of issuing shares and cash payments [2][3]. - The total amount of funds raised in this transaction will not exceed 560 million yuan, which is capped at 100% of the transaction price for the asset acquisition [3][4]. Financial Details - The issuance price for the shares is set at 5.1125 yuan per share, with a total of 116,528,117 shares to be issued [2][3]. - The cash payment for the acquisition is 89.375 million yuan, while the share payment amounts to 595.75 million yuan, based on the assessed net asset value of 840.6559 million yuan as of December 31, 2024 [8][9]. Lock-up Period - The shares acquired by Congling Industrial will be subject to a statutory lock-up period of 12 months, during which they cannot be transferred or pledged [2][3]. - Additionally, there is a voluntary lock-up period of 24 months for 10% of the shares acquired, which cannot be transferred or pledged without the company's written consent [3][4]. Financial Reporting Basis - The pro forma financial statements are prepared under the assumption that the restructuring was completed on January 1, 2024, and reflect the company's financial position and operating results as of December 31, 2024 [7][10]. - The financial statements do not include cash flow statements or changes in equity statements, focusing solely on the pro forma financial information related to the restructuring [10][11]. Accounting Policies - The company adheres to the Chinese Accounting Standards, ensuring that the financial statements accurately reflect the financial status and operating results as of December 31, 2024 [11][12]. - The company uses the historical cost method for subsequent measurement of assets and liabilities, with adjustments based on the fair value determined during the asset acquisition [9][10].
宝地矿业: 新疆宝地矿业股份有限公司审阅报告(大信阅字[2025]第12-00001号)