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兖矿能源: H股通函
Zheng Quan Zhi Xing· 2025-05-15 11:30
Core Viewpoint - Yankuang Energy Group Company Limited has announced a conditional agreement to acquire a total of 26% equity in Northwest Mining, with a transaction value of RMB 4,748,251,438.63, and plans to inject additional capital of RMB 9,317,604,863.88 into the company [4][5][6]. Group 1: Acquisition Details - The acquisition involves purchasing equity from four sellers: Seller A (15.62%), Seller B (5.58%), Seller C (2.56%), and Seller D (2.24%) [4][5]. - The total equity value of Northwest Mining, as assessed on the valuation benchmark date, is RMB 25,262,505,533.20 [5][6]. - The payment structure for the acquisition includes an initial payment of 40% of the total price within five working days of the agreement's effectiveness [5][6]. Group 2: Capital Injection - The company will inject RMB 9,317,604,863.88 into Northwest Mining, with RMB 2,551,020,408.00 allocated to registered capital [5][6]. - The capital injection is contingent upon the completion of the necessary business registration changes within six months of the agreement's effectiveness [6][7]. Group 3: Shareholding Structure Post-Transaction - After the acquisition and capital injection, the shareholding structure of Northwest Mining will be as follows: Yankuang Energy will hold 51% and Seller A will hold 49% [5][6]. - The company is entitled to receive no less than 30% of the distributable profits from Northwest Mining starting from the year following the transaction's completion [7][8]. Group 4: Related Transactions - The company has established ongoing related transactions with Shandong Energy, including agreements for material supply, labor services, and financial services [2][3]. - These ongoing transactions are subject to approval at the upcoming annual general meeting scheduled for May 30, 2025 [2][3].