The end is coming! Northern Copper Industry "borrowed" Nanfeng Chemical restructuring and listing and then "re-took"

Author: Shanxi Capital Circle

Three days after the official approval was obtained, Nanfeng Chemical released the acquisition report of Zhongtiao Mountain Group.

From the suspension of trading in September 2020 to the approval of the China Securities Regulatory Commission on October 19, 2021, the restructuring has lasted for more than a year, and now after obtaining all the necessary "customs clearance approvals", the much-concerned Nanfeng Chemical's acquisition of Northern Copper has waited for the final closing moment.

Shanxi Capital Circle feels that although this restructuring is not the largest amount of A-share Shanxi plate restructuring transaction volume since the launch of a new round of state-owned enterprise reform in early 2017, it is definitely the largest scope involved and the asset restructuring of provincial listed state-owned enterprises with the highest operational complexity, but the overall restructuring pace is still relatively smooth with the strong support of all parties, and it is worth "reviewing" again.

First, before this restructuring, Nanfeng Chemical was originally a chemical asset listing platform under Shanxi Coking Coal, with the controlling shareholder being Shanjiao Salinization Group, while Northern Copper was the core copper asset integration platform of Zhongtiaoshan Group, a key state-owned enterprise in Shanxi Province, which was the largest copper joint venture in North China. One side is a listing platform that urgently needs to be restructured for transformation, and the other is a provincial state-owned asset that has been planning to be listed for many years, in the context of the rapid advancement of state-owned enterprise reform, it can be described as "one shot and one", and it is not surprising that this "hand in hand" is not unexpected.

Looking at the initial restructuring framework, Nanfeng Chemical intends to acquire the controlling stake of Northern Copper from Zhongtiaoshan Group and other means by issuing shares and paying cash, while placing out the company's original chemical business and raising supporting funds, while the controlling shareholder Shanjiao Salt Chemical Group intends to transfer the controlling right of the listed company held by the Zhongtiaoshan Group, and after the completion of the restructuring, Zhongtiaoshan Group will become the controlling shareholder of the listed company, so this model can be described as a "backdoor" template before the reorganization of the new regulations, but after the new regulations, it is more difficult to operate, so how not to touch" The red line of "restructuring and listing" will also be the key to the success of the above restructuring.

Of course, the strong support of the Shanxi Provincial Party Committee and Provincial Government has also gradually dispelled the above concerns: first decided to assign The Zhongtiaoshan Group to Shanxi Yunshi times Company, and fully exerted copper-based new materials, although the Zhongtiaoshan Group was thus "downgraded", but the Northern Copper Industry "borrowed" the nanfeng chemical restructuring and listing has become a key step in the reform of state-owned enterprises in Shanxi Province; then in early September 2021, that is, the "eve" of the CSRC meeting, Shanxi Coking Coal Group transferred 51% of the equity of the Mountain Coking Salinization Group to Shanxi Yunshidai Company free of charge. Nanfeng Chemical has "changed owners" on the eve of this reorganization, which has comprehensively cleared the possible policy obstacles to the listing of the Northern Copper Industry .

After the actual control of the controlling shareholders of the two major counterparties of Zhongtiao Mountain Group and Shanjiao Salinization Group belonged to Shanxi Yundai Company, the details of the listing and restructuring of North Copper "through the road" of Nanfeng Chemical were also officially finalized, and the finalized restructuring plan included three parts:

First, Nanfeng Chemical exchanged all the assets and liabilities it held as disposed assets (transaction price of 957 million yuan) with the equivalent part of the 80.18% equity of North Copper held by Zhongtiaoshan Group (transaction price of 4.383 billion yuan); second, Nanfeng Chemical purchased the difference between the 80.18% equity of North Copper held by Zhongtiaoshan Group and the assets disposed of by issuing shares and paying cash to Zhongtiaoshan Group, and issued shares to 8 other shareholders to purchase its holdings of North Copper 19.82% equity; third, Nanfeng Chemical intends to raise supporting funds from no more than 35 specific investors in a non-public offering of shares, with a total amount of no more than 500 million yuan.

(Actual control structure after the completion of the acquisition of Nanfeng Chemical)

As mentioned above, after obtaining the approval of the China Securities Regulatory Commission, the "customs clearance approval" necessary for the restructuring has been obtained, and the "entry" of The Northern Copper Injection into the listed company and the Zhongtiaoshan Group is just around the corner, and as the Shanjiao Salinization Group is also transferred to the Shanxi Cloud Era, the chemical assets disposed of from the listed companies in the future are also expected to be handed over to the Shanjiao Salinization Group for integration, which also makes the restructuring achieve an "alternative closed loop", which is expected to become a typical case of Shanxi Province to promote the securitization of assets of provincial state-owned enterprises.

For the upcoming "ownership" of Nanfeng Chemical, Zhongtiaoshan Group is full of confidence: "Through this restructuring, listed companies are expected to rely on the support of the capital market to provide funds and channels for future development, increase exploration and development efforts, improve resource self-sufficiency rate, and make every effort to break the control of international non-ferrous metal mining giants on the global non-ferrous metal concentrate supply."