Securities code: 600362 securities abbreviation: Jiangxi Copper Company Limited(600362) Announcement No.: lin2022-004 bond Code: 143304 bond abbreviation: 17 Jiangxi Copper 01
Bond Code: 185088 bond abbreviation: 21 Jiangxi Copper 01
Jiangxi Copper Company Limited(600362) suggestive announcement on planning the spin off and listing of holding subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
In order to promote the common development of Jiangxi Copper Company Limited(600362) (hereinafter referred to as the company) and its holding subsidiary Jiangxi Jiangxi Jiangxi Jiangxi Copper Yates copper foil Co., Ltd. (hereinafter referred to as Jiangxi copper foil), expand and strengthen the copper foil business, enhance the core competitiveness of the company and its holding subsidiaries, and strengthen the market advantages of the company’s businesses in all sectors, According to the policy spirit of the China Securities Regulatory Commission on the rules for the spin off of listed companies (for Trial Implementation), the company held the sixth meeting of the ninth board of directors and the fourth meeting of the ninth board of supervisors on February 22, 2022, deliberated and adopted the proposal on planning the spin off and listing of holding subsidiaries, Agree to plan the spin off and listing of Jiangxi copper foil, a holding subsidiary.
The board of directors of the company authorizes the company and the management of Jiangxi copper foil to start the preliminary preparations for the spin off of Jiangxi copper foil listing, including but not limited to the demonstration of the feasibility scheme, the organization and preparation of the listing scheme, the formulation and implementation of the joint-stock reform scheme, the signing of relevant agreements involved in the planning process and other listing related matters, After formulating the spin off listing plan, the relevant listing plan and other matters related to listing shall be submitted to the board of directors and the general meeting of shareholders of the company for deliberation.
After this spin off, the company will still maintain control over Jiangxi copper foil, which will not have a substantial impact on the continuous operation of other business segments of the company, and will not damage the independent listing status and sustainable profitability of the company. The spin off can be implemented only after meeting a number of conditions, including but not limited to the implementation of the corresponding procedures of the exchange where the company is listed and the place where Jiangxi copper foil is to be listed and the CSRC. In order to safeguard the interests of investors, the relevant contents are announced as follows: I. Basic information of the main body to be spun off
(I) basic information
Company name: Jiangxi Jiangtong Yates copper foil Co., Ltd
Legal representative: Wu Xiaoguang
Registered capital: 1752872100 yuan
Unified social credit Code: 913600007485469191
Registered address: No. 1129, Gaoxin Avenue, Nanchang high tech Industrial Development Zone, Nanchang City, Jiangxi Province
Date of establishment: June 2, 2003
Ownership structure:
Unit: 10000 yuan
No. shareholder name proportion of capital contribution
1 Jiangxi Copper Company Limited(600362) 123,040.00 70.19%
2 Guoxin Shuangbai No.1 (Hangzhou) equity investment partnership 8837.69 5.04% (limited partnership)
3 Xiamen Jinji industrial investment partnership (limited partnership) 6207.32 3.54%
4 Tianjin Fuzi equity investment partnership (limited partnership) 6207.32 3.54%
5 Wuxi SAIC jinshichuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) fund partnership (limited partnership 6207.32 3.54%)
6. Yuhua rongtou linkage (Xiamen) investment partnership (limited 4965.86 2.83% partnership)
7 honeycomb Energy Technology Co., Ltd. 3724.39 2.12%
No. shareholder name proportion of capital contribution
8 Nanchang Jiangling Dingsheng Investment Management Co., Ltd. 3103.66 1.77%
9 Citic Securities Company Limited(600030) Investment Co., Ltd. 3103.66 1.77%
10 central enterprise rural industry investment fund Co., Ltd. 3103.66 1.77%
11 Liuzhou Minsheng modern manufacturing investment fund (limited partnership) 3103.66 1.77%
12 Gongqing city Aihu Tongchuang Investment Center (limited partnership) 1288.77 0.38%
13 Gongqing city Aihu Tongjin Investment Center (limited partnership) 698.24 0.30%
14 Gongqing city Aihu peer Investment Center (limited partnership) 661.94 0.29%
15 Gongqing city Aihu shared Investment Center (limited partnership) 518.78 0.74%
16 Gongqing city Aihu Tongrun Investment Center (limited partnership) 514.91 0.40%
Total 175287.21 100.00%
Business scope: production and sales of electrolytic copper foil products; Product after-sales service and related technical consulting services and business; Research and develop new products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) main business
Jiangxi copper foil is mainly engaged in the R & D, production and sales of all kinds of high-performance electrolytic copper foil. The main products are classified by application fields, including electronic circuit copper foil and lithium battery copper foil. Electronic circuit copper foil is one of the important basic materials of copper clad laminate and printed circuit board. Printed circuit board is widely used in many fields such as communication, optoelectronics, consumer electronics, automobile, aerospace and so on. The electronic circuit copper foil products produced by the company mainly include high temperature and high elongation copper foil (HTE foil), reverse treatment copper foil (RTF foil), etc. the main product specifications are 12 μ m-140 μ M, etc., covering a wide range of specifications. Lithium copper foil, as the current collector of lithium-ion battery cathode material, plays the role of carrying cathode active material, collecting electrons and exporting current. The product specifications sold in the last three years are mainly 4.5 μ m、6 μ m、8 μ m、9 μ M lithium copper foil.
The lithium battery copper foil products produced by Jiangxi copper foil mainly include lithium battery copper foil for power battery, lithium battery copper foil for digital electronic products and lithium battery copper foil for energy storage,
2、 Authorization matters
The board of directors of the company authorizes the company and the management of Jiangxi copper foil to start the preliminary preparations for the spin off of Jiangxi copper foil listing, including but not limited to the demonstration of the feasibility scheme, the organization and preparation of the listing scheme, the formulation and implementation of the joint-stock reform scheme, the signing of relevant agreements involved in the planning process and other listing related matters, After formulating the spin off listing plan, the relevant listing plan and other matters related to listing shall be submitted to the board of directors and the general meeting of shareholders of the company for deliberation.
3、 The purpose of this IPO and its impact on the company
(I) purpose of this IPO
Since its establishment, Jiangxi copper foil has been deeply engaged in electrolytic copper foil and other product related fields, and has become a well-known electrolytic copper foil manufacturer in China. This spin off and listing will help to enhance the brand awareness and social influence of Jiangxi copper foil, strengthen the competitive position and competitive advantage of Jiangxi copper foil in the professional field, enhance the comprehensive competitiveness of electrolytic copper foil business, increase the further investment and development of Jiangxi copper foil core and cutting-edge technology, maintain the vitality of business innovation and promote its sustainable and healthy development.
After the spin off and listing, Jiangxi copper foil will realize the direct connection with the capital market, give full play to the functions and advantages of direct financing in the capital market, broaden financing channels, improve financing flexibility and improve financing efficiency, so as to effectively reduce the capital cost and provide sufficient capital guarantee for the further investment and development of Jiangxi copper foil core and cutting-edge technology. In the future, Jiangxi copper foil can carry out various capital operations such as industrial mergers and acquisitions with the help of the capital market platform to further expand its business scope and enrich its products
At the same time, the improvement of the core competitiveness of Jiangxi copper foil will help to strengthen the company’s industry position, market share and profitability, effectively deepen the company’s strategic layout in the copper industry chain and new materials, further improve the company’s asset quality and risk prevention ability, and promote the company’s sustainable and healthy long-term development.
(II) impact of this IPO on the company
1. Impact of this spin off on the company’s business
Jiangxi Copper Company Limited(600362) its main business covers the mining, smelting and processing of copper and gold; Extraction and processing of rare and scattered metals; Sulfur chemical industry, finance, trade and other fields, and established a complete industrial chain integrating exploration, mining, beneficiation, smelting and processing in the field of copper and related non-ferrous metals. It is an important copper, gold, silver and sulfur chemical production base in China. The main products include cathode copper, gold, silver, sulfuric acid, copper rod, copper tube, copper foil, selenium, tellurium, rhenium, bismuth and more than 50 varieties. The main business of Jiangxi Copper Company Limited(600362) holding subsidiary Jiangxi copper foil is the production, R & D and sales of electrolytic copper foil products. Its business field and operation mode maintain high independence from other businesses of the company. This spin off will not have a substantive impact on the continuous operation of other business segments of the company.
2. Impact of this spin off on the profitability of the company
After the spin off, the company will still control Jiangxi copper foil. The financial status and profitability of Jiangxi copper foil will still be reflected in the company’s consolidated statements and will not damage the company’s sustainable profitability.
3. The impact of this spin off on the company’s equity structure
This spin off will not lead to changes in the company’s equity structure.
4、 Opinions of independent directors
The independent directors believe that the company’s Jiangxi copper foil spin off and listing is conducive to giving play to the role of the capital market in optimizing resource allocation, improving the core competitiveness of the company and Jiangxi copper foil, in line with the company’s strategic planning and long-term development, and unanimously agree that the company will start the preliminary preparations for the spin off and listing of Jiangxi copper foil, a holding subsidiary.
5、 Opinions of the board of supervisors
The board of supervisors believes that the company’s planning for the spin off and listing of Jiangxi copper foil is in line with the overall strategic layout of the company, which is conducive to focusing on the main business of the company, promoting the common development of the company and Jiangxi copper foil, and the deliberation procedures are legal and compliant, and there is no harm to the interests of shareholders and minority shareholders of the company. After the spin off, the company will still maintain the control over Jiangxi copper foil, It will not have a material impact on the continuous operation of other business segments of the company, and will not damage the independent listing status and sustainable profitability of the company. It is agreed that the company will start the preparatory work for the spin off and listing of Jiangxi copper foil. 6、 Risk tips
The spin off and listing is still in the preliminary planning stage. After the management of the company completes the preliminary preparations, the board of directors of the company needs to make a resolution on whether the spin off and listing of Jiangxi copper foil comply with the requirements of laws, regulations and normative documents such as the rules for the spin off of listed companies (Trial), and submit it to the general meeting of shareholders of the company for deliberation and approval. Since this matter is still in the early stage of planning, there will still be various uncertain factors in the process of project implementation, which may affect the planning and decision-making of spin off listing. This spin off listing matter has some uncertainty.
In view of the above risk factors, the company will timely perform the obligation of information disclosure according to the progress of the project. Please pay attention to the relevant risks.
It is hereby announced.
Jiangxi Copper Company Limited(600362) board of directors
February 23, 2022
