Yongtai energy (600 157, Stock Bar) issued the "Major Assets Purchase and Capital Increase Plan" to acquire 65% equity of Conway Group for 2.895 billion yuan, and the funds will come from H shares raised by the company for the first time. The National Business Daily reporter noted that Conway Group mainly engages in raw coal mining (branches only) and coal washing. The company has the qualification of merger, reorganization and integration of coal resources in Shanxi Province approved by the Shanxi provincial government, and has license resources. This may be the key point for yongtai energy to take a fancy to Conway Group. According to the plan, the shareholders of Conway Group, Guo, the first, second and third employee joint-stock foundations, signed the Capital Increase Agreement of Shanxi Conway Group Co., Ltd. with yongtai energy, stipulating that yongtai energy will subscribe for 34% of Conway Group's newly-increased share capital at/kloc-0.5 billion yuan, of which/kloc-0.5 million yuan will be used to increase the registered capital and/kloc-0.3 million yuan will be used to form the capital reserve. In March, Guo Jiang, the first, second and third joint-stock foundations, transferred a total of 365,438+0% equity of Conway Group to yongtai energy with a total price of 654,380+03.95 million yuan. According to the data, in 20 1 1 year, Conway Group achieved operating income of12.27 million yuan and net profit of 543 million yuan. As of 20 1 1, 12, 3 1, the owner's equity of Conway Group attributable to the parent company is10.48 million yuan. Accordingly, the transaction price of the above 34% equity of Conway Group increased by about 263.69%, and the transaction price of the 365,438+0% equity increased by about 270.97%. Yongtai energy said that the total transaction price was 2.895 billion yuan, and the increase in the estimated value was mainly due to the increase in mining rights of its three coal mining enterprises. The background of Yongtai Holdings' two holdings. 20 1 1 In August, yongtai energy's fixed-income plan was reviewed and approved by the shareholders' meeting, and its reserve price was 15.5 yuan/share, while Yongtai Holdings' share price was lower than the reserve price. After the major shareholders increased their support, yongtai energy's share price began to rise, and the private placement was completed in March this year. Since 2009, yongtai energy has acquired the equity of Huaying Shanxi, which is qualified for the merger, reorganization and integration of coal resources in Shanxi Province, and used it as a platform to gradually integrate a number of coal assets including the above seven coal mines. According to the data, in addition to the above-mentioned enterprises, Huaying Shanxi also directly or indirectly holds a number of coal mining enterprises such as Fengjiatan, Yuan Yin Anyuan and Yuanyin Xinsheng, and holds 49% of the shares of Zhifu Coal Industry. The reserve record of its subordinate coal mines is 484.584 million tons and the production scale is 6.9 million tons/year. 20 1 1, Huaying Shanxi achieved a net profit of several hundred million, which is the main profit source of yongtai energy. In fact, in order to achieve the medium-term development goals of key coal enterprises within three to five years, yongtai energy's demand for funds has gradually increased. In recent years, the company has successively merged and reorganized a number of coal enterprises through various financing methods such as issuing additional shares, bonds and trusts, and plans to issue H shares at the beginning of this year. The latest case shows that in June this year, yongtai energy raised 654.38+0 billion yuan with the help of the trust plan, which was used for the construction of its Jintaiyuan and Sunyi coal industries and participated in the integration of Shanxi coal resources. According to the announcement of the second batch of shale gas exploration rights, only two listed companies, yongtai energy and China Shenhua, won the bid in the secondary market. In this context, or in order to prevent risks, the latest trust plan "deliberately" emphasizes that the project comprehensively uses various risk control measures such as mining right mortgage, equity pledge, listed company guarantee, actual controller guarantee, etc., and the risk control measures are in place and controllable. In fact, yongtai energy has quietly completed the control of Conway Group, because the procedures for the industrial and commercial change of the equity transfer of the above-mentioned equity transactions were completed in March. The company has realized the development strategy of transforming into an energy company focusing on coal mining and management. After the acquisition of Conway Group is successful, the company will have two qualifications: the merger and reorganization of coal resources in Shanxi Province and the integration of Huaying Shanxi and Conway Group. After the acquisition, the company will increase the reserves of coking coal and its blended coal by 6,543.8+0.73 billion tons, and the production capacity will increase by 2.7 million tons/year. The company's resource reserves and industry status will be improved.