宝地矿业6.85亿元收购未设置业绩承诺 交易前双方曾存在资金往来|并购谈

Core Viewpoint - Baodi Mining is advancing its acquisition of Congling Energy for a total consideration of 685 million yuan, aiming to achieve 100% control over the company, despite the complexities surrounding the high valuation increase and the absence of traditional performance commitments [1][6]. Group 1: Acquisition Details - Baodi Mining plans to acquire the remaining 87% stake in Congling Energy, having previously held 13% and appointed directors and executives to manage operations [2][7]. - The valuation of Congling Energy's 100% equity is set at 840.6559 million yuan, reflecting a significant increase of 159.36% over its book value [2][7]. - The acquisition will not include traditional performance commitments; instead, it will utilize a mining rights impairment compensation arrangement [2][7]. Group 2: Reasons for No Performance Commitments - The decision to forgo performance commitments aligns with regulations and is based on factors such as the change in control of the target company and verified mining rights reserves [3][8]. - The agreed valuation is considered fair, with the transaction price reflecting a discount to the assessed value, which is beneficial for the company and its shareholders [3][8]. - This approach is consistent with recent trends among listed companies engaging in asset acquisitions without performance commitments [3][8]. Group 3: Related Transactions and Financial Interactions - The Shanghai Stock Exchange's review committee focused on the fairness of the asset valuation and the regulatory compliance of the equity transfer [4][9]. - JAAN's acquisition of a 5% stake in Congling Energy will be conducted entirely in cash, raising questions about the regulatory aspects of the equity transfer [4][9]. - The transaction is classified as a related party transaction, with Congling Industrial expected to hold over 5% of Baodi Mining post-transaction [4][9]. - Notably, Congling Energy had previously entered into a funding agreement with Baodi Construction for up to 270 million yuan due to financial constraints [4][9].