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华钰矿业: 华钰矿业关于亚太矿业40%股权估值调整及进一步收购11%股权暨关联交易的公告
Zheng Quan Zhi Xing· 2025-07-23 14:18
Core Viewpoint - The announcement details the valuation adjustment compensation and further acquisition of an 11% stake in Asia Pacific Mining by Tibet Huayu Mining Co., Ltd, highlighting the financial implications and strategic objectives of the transactions [1][2][3] Transaction Overview - In April 2020, Tibet Huayu Mining acquired a 40% stake in Guizhou Asia Pacific Mining from Guangxi Dilun Mining for a total valuation of 1.8434245 billion yuan [1] - As of April 30, 2024, the valuation adjustment compensation triggered a cash payment of 509.19 million yuan to Guangxi Dilun for the 11% stake, with the total transaction price set at 300 million yuan [1][6] - The valuation reports were prepared by qualified asset evaluation firms, confirming the adjusted equity value of Asia Pacific Mining at 2.5229739 billion yuan as of April 30, 2024 [2][20] Financial Assessment - The valuation adjustment report indicated a significant increase in the equity value of Asia Pacific Mining, with a valuation increase of 1,710.10% compared to the previous assessment [20][24] - The acquisition of the additional 11% stake is aimed at achieving control over Asia Pacific Mining, enhancing the company's strategic resource portfolio [6][21] Regulatory Compliance - The transaction does not constitute a major asset restructuring as defined by the relevant regulations, and it has been approved by the company's board and supervisory committee [3][11] - The transaction is treated as a related party transaction for disclosure purposes, despite Guangxi Dilun not being classified as a related party under the Shanghai Stock Exchange rules [2][8] Stakeholder Engagement - The company has signed the valuation adjustment agreement and the share transfer agreement with Guangxi Dilun, with the transaction pending approval from the shareholders' meeting [4][10] - Relevant parties with conflicts of interest will abstain from voting on the transaction at the shareholders' meeting [11] Asset Evaluation - The mining rights of Asia Pacific Mining have been evaluated, with the mining rights valued at 3.4775356 billion yuan as of April 30, 2024 [5][20] - The financial performance of Asia Pacific Mining shows a negative net asset position, indicating ongoing challenges in profitability during the construction phase of its mining projects [18][19]