Valin Iron and Steel to finalize a major asset restructuring program
Hunan Valin Iron & Steel Co., Ltd. on the 25th issued a "major asset replacement and the issuance of shares to buy assets and fund-raising and related party transactions report (draft)", which means the largest state-owned enterprises in Hunan Province, the basic reorganization of assets reorganization plan. The major asset restructuring programs include:
1, asset replacement
Listed companies in addition to 100% equity of Xiangtan Energy All the assets and liabilities and Valin Group held 100% stake in Valin Energy Saving, Fortune Securities 24.58% stake in Valin Group, a wholly owned subsidiary of Di investment holding wealth Securities 13.41% stake in the equivalent part of the replacement. All the assets and liabilities of the listed company shall be undertaken by Valin Group, and the equity of Fortune Securities shall be undertaken by the wholly-owned subsidiary of the listed company after the completion of the reorganization.
The transaction to be set out to assess the value of the assets of 609,203.41 million, the transaction price of 609,203.41 million; this transaction intends to put assets Valin energy-saving 100% stake in the assessed value of 130,621.38 million, the transaction price of 130,621.38 million, Fortune The consideration for the transaction of 37.99% of the equity of the Company was RMB4,143,641,800 (including the valuation of the equity securities of Fortune Securities at RMB3,652,127,300 and the increase of RMB491,133.45 million in the cash basis of Fortune Securities after the valuation date) at the valuation date, The total consideration of the transaction was 544,967.56 million; the difference of 64,235.85 million by the Valin Group to pay cash to the listed companies to make up.
2, the issue of shares to buy assets
The listed company intends to purchase through non-public offering of financial holdings of financial letter holding 100% stake in the financial letter and Shenzhen Fortune 3.51% stake held by wealth securities. The purchase of Fortune Securities equity will be completed by the reorganization of the listed company's wholly-owned subsidiary of the financial letter to undertake investment. Shenzhen Fortune held by Fortune 3.51% stake in stock transactions for the price of 36,614.38 million (including up to the assessment criteria (the assessment criteria), the financial assets held by the financial holding 100% stake in the evaluation of the value of 814,433.69 million, the transaction price of 814,433.69 million; The Shenzhen Fortune held by the wealth of equity valuation of 29,598.17 million and the valuation basis for the future of the wealth of cash to increase the wealth of 70,162,100 yuan); this issue of shares to buy assets of the total transaction price of 851,048.07 million.
The reorganization of listed companies to the financial letter of financial control, Shenzhen, respectively, non-public offering 2,243,618,980 shares and 100,866,060 shares, the total issue of about 2,344,485,040 shares, the issue price of 3.63 yuan / share, not less than 20 trading days before the pricing benchmark stock trading Price of 90%.
3, to raise matching funds
The listed company intends to non-public offering of shares to raise funds to Hualing Holdings, raising a total of 840,000.00 million, not more than 100% of the transaction price of the purchase of shares to issue shares (excluding trading counterparties in this restructuring before the six Within one month and during the period of suspension, the transaction price of the purchase of the assets in cash by capital increase). The number of shares to be raised will not exceed 2,314,049,586 shares at an issue price of 3.63 yuan per share, or not less than 90% of the average trading price of the Company in the 20 trading days prior to the pricing base date.
The asset replacement, the issue of shares to buy the assets of each other conditions, at the same time, and to raise funds and the conditions for the implementation of the premise, but ultimately supporting the implementation of matching funds does not affect asset replacement and issuance of shares to buy assets.