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中盐化工: 招商证券股份有限公司关于中盐内蒙古化工股份有限公司参股公司减资之重大资产重组实施情况之独立财务顾问核查意见
Zheng Quan Zhi Xing· 2025-08-26 09:17
Core Viewpoint - The independent financial advisor,招商证券, has provided a verification opinion on the significant asset restructuring involving 中盐内蒙古化工股份有限公司, specifically regarding the capital reduction of its subsidiary, 中盐碱业, which will become a wholly-owned subsidiary post-restructuring [1][6][9]. Group 1: Transaction Overview - The transaction involves a capital reduction of 中盐碱业, where 中盐化工's subsidiary will reduce its capital to allow 中石油太湖投资有限公司 to exit its shareholding, resulting in 中盐碱业 becoming a wholly-owned subsidiary of 中盐化工 [4][5]. - The transaction amount is set at 6.80866 billion RMB, which is associated with the acquisition of natural soda mining rights [5][6]. - The transaction is classified as a major asset restructuring, meeting the criteria set forth in the relevant regulations [6][7]. Group 2: Implementation Status - As of the date of the verification opinion, the necessary approvals and authorizations for the transaction have been obtained [8]. - The business registration for 中盐碱业 has been completed, and the natural soda mining rights payment has been made, with subsequent operations proceeding normally [8]. - There have been no significant discrepancies between the actual situation and previously disclosed information regarding the transaction [8][9]. Group 3: Compliance and Commitments - All related agreements and commitments have been fulfilled, with no violations reported as of the date of the verification opinion [9]. - The transaction does not involve any related party transactions, as the actual controllers of the involved parties are different [7]. - The restructuring does not constitute a change in control of the listed company, thus not qualifying as a restructuring listing under the relevant regulations [7].