Securities code: Zijin Mining Group Company Limited(601899) securities abbreviation: Zijin Mining Group Company Limited(601899) No.: pro 2022010 Zijin Mining Group Company Limited(601899)
With regard to the announcement on signing a strategic cooperation agreement with Fujian Longking Co.Ltd(600388) and subscribing for non-public shares, the board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Basic contents of strategic cooperation agreement
Zijin Mining Group Company Limited(601899) (hereinafter referred to as "the company") signed the strategic cooperation agreement with Fujian Longking Co.Ltd(600388) (hereinafter referred to as " Fujian Longking Co.Ltd(600388) ") on February 25, 2022. The company and Fujian Longking Co.Ltd(600388) intend to give full play to their respective advantages in brand, capital, resources, technology, market and products. Combined with the strategies and business deployment of both parties, the company plans to carry out strategic cooperation in environmental protection and new energy business, including smelter flue gas treatment, comprehensive utilization of mine tailings, mine soil and ecological restoration Carbon capture and emission reduction technology and photovoltaic / wind power plants and other related new energy businesses. The term of the agreement is five years.
Meanwhile, the company and Fujian Longking Co.Ltd(600388) signed the conditional effective share subscription agreement, and the company intends to subscribe 118785031 A-share shares of Fujian Longking Co.Ltd(600388) non-public offering in cash as a strategic investor, The subscription price is 6.93 yuan / share (no less than 80% of the average trading price of the shares listed on the Shanghai Stock Exchange 20 trading days before the announcement date of the resolution of the board of directors of Fujian Longking Co.Ltd(600388) this non-public offering), and the total subscription amount is about 823.18 million yuan (accounting for about 1.46% of the company's net assets returned to the parent in the latest audit). After the completion of this subscription, the company is expected to hold 10% of its shares without considering the conversion of Fujian Longking Co.Ltd(600388) convertible bonds into shares; The company has the right to recommend one non independent director to Fujian Longking Co.Ltd(600388) and the subscribed shares shall not be transferred within 36 months from the date of issuance. 2、 Basic information of the partner
Fujian Longking Co.Ltd(600388) is a leading enterprise in China's environmental protection industry and an internationally renowned comprehensive environmental treatment service enterprise. It was listed on the Shanghai A-share main board in 2000 (Stock Code: Fujian Longking Co.Ltd(600388) ). It has been committed to the research, development, design, manufacture, installation, commissioning and operation of environmental protection products in the field of air pollution control for many years, It is the world's largest R & D manufacturer of atmospheric environmental protection equipment and a leading low-carbon environmental protection service operator. Its products and services are widely used in electric power, building materials, metallurgy, chemical industry and other industries, and has accumulated a large number of industrial customers and rich construction, management and operation experience in the above industrial fields; Under the guidance of the national dual carbon strategy, based on its own customer reserves and technical experience, Fujian Longking Co.Ltd(600388) actively extends to the field of new energy.
3、 Impact on Listed Companies
The company believes that the strategic cooperation relationship with Fujian Longking Co.Ltd(600388) established this time can give full play to the leading advantages of both sides and realize resource sharing, complementary advantages and coordinated development; It will help to further improve the company's environmental protection, ecology and green mine construction level, and accelerate the layout of new energy industry, which is in line with the company's development strategy and the interests of all shareholders.
4、 Implement decision-making procedures and risk tips
The signing of the above agreement was reviewed and unanimously adopted at the second extraordinary meeting of the seventh board of directors in 2022.
The strategic cooperation agreement is a principled agreement on cooperation between the two sides, and the specific cooperation business shall be subject to the formal cooperation agreement signed separately; The conditional share subscription agreement still needs to be deliberated and approved by the general meeting of shareholders of Fujian Longking Co.Ltd(600388) and approved by the regulatory authority; The strategic cooperation agreement comes into force with the entry into force of the conditional share subscription agreement.
The performance of this agreement will not have a significant impact on the company's operating performance in 2022, and there are certain uncertainties in the effectiveness and performance of relevant contracts. Please pay attention to the investment risks.
It is hereby announced.
Zijin Mining Group Company Limited(601899) board of directors
February 28, 2002
