Xinjiang Baodi Mining (SH:601121) Zheng Quan Zhi Xing·2025-07-10 11:07Core Viewpoint - Xinjiang Baodi Mining Co., Ltd. plans to acquire 87% equity of Xinjiang Congling Energy Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from specific investors [6][9][24]. Group 1: Transaction Overview - The company intends to purchase 82% equity of Congling Energy from Kizilsu Congling Industrial Co., Ltd. and 5% equity from JAAN INVESTMENTS CO. LTD. [9][24]. - The total cash consideration for the transaction amounts to 68,512.50 million yuan, with 5,000 million yuan payable to Congling Industrial and 3,937.50 million yuan to JAAN [14][22]. - The company plans to raise up to 56,000 million yuan through the issuance of shares to not more than 35 specific investors, including Xinjiang Geological Mining Investment (Group) Co., Ltd. [20][21]. Group 2: Financial Details - The issuance price for the shares is set at 5.1125 yuan per share, which is not less than 80% of the average stock price over the last 120 trading days prior to the pricing benchmark date [11][12]. - The company will issue a total of 116,528,117 shares to Congling Industrial as part of the transaction [15]. - The funds raised will be allocated for cash consideration, project construction, and to supplement the working capital of both the company and Congling Energy [21][22]. Group 3: Regulatory Compliance - The transaction complies with relevant laws and regulations, including the Major Asset Restructuring Management Measures and the Securities Issuance Registration Management Measures [7][24]. - The company has engaged Tianjin Huaxia Jinxin Asset Appraisal Co., Ltd. and Beijing Jingwei Asset Appraisal Co., Ltd. for asset evaluation and appraisal of mining rights [34]. - The independent evaluation and pricing of the assets have been confirmed to be fair and reasonable [34].