宝地矿业7亿买葱岭能源87%股权获通过 申万宏源建功

Core Viewpoint - The Shanghai Stock Exchange's M&A Review Committee approved the asset purchase by Baodi Mining Co., Ltd. (601121.SH), confirming compliance with restructuring conditions and information disclosure requirements [1] Group 1: Transaction Details - Baodi Mining plans to acquire 82% of Congling Energy from Congling Real Estate through a combination of issuing shares and cash payments, with an additional 5% stake purchased from JAAN [3] - The share issuance price for the asset purchase is set at 5.15 CNY per share, which is 80% of the average stock price over the previous 120 trading days [4] - The total valuation for 100% of Congling Energy's equity is determined to be 78,750.00 million CNY, with the transaction price for 87% of the equity set at 68,512.50 million CNY [5] Group 2: Fundraising and Use of Proceeds - The fundraising will target up to 35 specific investors, including Xinjing Group, which intends to subscribe for 300 million CNY, contingent on the total fundraising amount being above this threshold [6] - The total amount to be raised is capped at 56,000.00 million CNY, which will be used for cash payments, project construction, and working capital [6][7] - The allocation of the raised funds includes 15.96% for cash payments, 57.14% for a mining project, and 26.90% for working capital and debt repayment [7] Group 3: Regulatory and Advisory Aspects - The transaction does not constitute a major asset restructuring or a restructuring listing but is classified as a related party transaction due to the involvement of Xinjing Group, the controlling shareholder [7] - The independent financial advisor for the transaction is Shenwan Hongyuan Securities, with specific advisors named [7]