结合最新的公告的几点思考，（1）中国国有主体正在以保本的价格退出（这些年的惨痛投资经验吓坏这些肉鸡了），新的民营股东接手了债权和股权，股权价值微不足道。（2）南戈壁在上个资源周期的估值超过100亿港币，民营股东想必是非常看好南戈壁这块煤矿。（3）债权必将转成股权，目前股权和债权加总的企业价值大约40亿港币。（4）从资产本身来看，南戈壁的价值大约应该是蒙古焦煤的十分之一。目前民营股东接盘的价格，等价于对蒙古焦煤股权和债券加总的企业价值估值约400亿港币。（5）南戈壁是煤炭群体里面最偏远最残次的标的物，在一轮周期里面的最后阶段才会涨起来，故而南戈壁可以看做指针：在南戈壁有巨大涨幅地涨起来之前，煤炭板块都是非常安全的。$南戈壁-S(01878)$ $蒙古焦煤(00975)$ $兖矿能源(01171)$ @超级鹿鼎公 @何颖9
SouthGobi investor JD Zhixing to acquire 64.76M shares
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2022-05-27 00:51 ET - News Release
Mr. Dong Wang of JD Zhixing reports
EARLY WARNING NEWS RELEASE FOR JD ZHIXING FUND L.P.
JD Zhixing Fund LP has agreed to acquire 64,766,591 common shares of SouthGobi Resources Ltd. from Land Breeze II Sarl for $7-million (U.S.) or approximately $8,985,900, using the Bank of Canada May 25, 2022, exchange rate of $1 (U.S.) to $1.2837 (Canadian), representing a price of 13.87 cents per share. The Fund also agreed to acquire secured convertible debenture of the Corporation representing US$250 million principal amount outstanding dated November 19, 2009 (the "Convertible Debenture") from the Vendor for an aggregate purchase price that does not exceed the principal amount represented by the Convertible Debenture (the "Convertible Debenture Acquisition" and together with the Share Acquisition, the "Proposed Acquisitions"). The Convertible Debenture is convertible into Common Shares of the Corporation at a floor price of $8.88 per share,
The Proposed Acquisitions will take place outside of Canada pursuant to a private arrangement and will not take place through the facilities of any stock exchange or any other marketplace.
Immediately prior to agreeing to complete the Proposed Acquisitions, the Fund held no Common Shares or other securities of the Corporation convertible into Common Shares. Immediately following the Proposed Acquisitions, the Fund will hold 64,766,591 Common Shares, representing 23.62% of the issued and outstanding Common Shares of the Corporation, without giving effect to any conversion of any convertible securities of the Issuer, including the Convertible Debenture.
Assuming the conversion of the entire principal amount of the Convertible Debenture into Common Shares at a conversion price of CAD$8.88 per share, using the Bank of Canada May 25, 2022 exchange rate of one (1) United States Dollar to 1.2837 Canadian dollars, the Fund would receive 36,140,202 Common Shares upon conversion of the Convertible Debenture and would hold 100,906,793 Common Shares representing 32.51% of the issued and outstanding Common Shares, on a partially diluted basis.
The Fund has agreed to acquire the Common Shares and the Convertible Debenture for investment purposes. In connection with the Proposed Acquisitions, certain rights held by the Vendor will be transferred to the Fund, including the right to nominate certain directors for appointment to the Corporation's board of directors. Upon or immediately following the Proposed Acquisitions, the Vendor has agreed to use commercially reasonable efforts to request the Corporation to appoint two nominees of the Fund to the board of directors of the Corporation. The Fund will evaluate its investment from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease its ownership of securities in the Corporation through market transactions, private agreements or otherwise.
About SouthGobi Resources Ltd.
The Corporation, listed on the Toronto and Hong Kong stock exchanges, owns and operates its flagship Ovoot Tolgoi coal mine in Mongolia. It also holds the mining licences of its other metallurgical and thermal coal deposits in South Gobi region of Mongolia. The Corporation produces and sells coal to customers in China
About JD Zhixing Fund LP
The Fund is an exempted limited partnership formed under the laws of the Cayman Islands. The Fund's general partner is JD Dingxing Limited, a corporation formed under the laws of the Cayman Islands. The Fund's limited partner is Inner Mongolia Tianyu Trading Limited, a corporation formed under the laws of Hong Kong. The address for the Fund is 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, George Town, Cayman Islands.
For further information or to obtain a copy of the early warning reports, please contact: Dong Wang, No. 63, Hengfeng Garden, 12 Xiangyang East Road, Shunyi District, Beijing, 101319, China, wdwd73@126.com
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