Securities code: 000878 securities abbreviation: Yunnan Copper Co.Ltd(000878) Announcement No.: 2021-085 bond Code: 149134 bond abbreviation: 20 Yunnan Copper 01
About adjusting some daily related party transactions in 2021
Announcement of implementation subject quota
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
(i) Overview of this connected transaction
1. Yunnan Copper Co.Ltd(000878) (hereinafter referred to as the company) held the 14th meeting of the 8th board of directors and the 3rd extraordinary general meeting of shareholders in 2020 on December 14 and December 30, 2020 respectively, deliberated and adopted the proposal on the prediction of daily connected transactions in Yunnan Copper Co.Ltd(000878) 2021: it agreed to report to the related party qianbishi copper smelting Co., Ltd (hereinafter referred to as chambish) purchased anode copper and other materials, with an estimated amount of 4250.4 million yuan; agreed to purchase crude copper and anode copper from the related party Hong Kong Xinsheng Trading Co., Ltd. (hereinafter referred to as Hong Kong Xinsheng), with an estimated amount of 1806.42 million yuan. For details, see Yunnan Copper Co.Ltd(000878) announcement on the estimation of daily connected transactions in 2021 disclosed on cninfo.com on December 15, 2020 (Announcement No.: 2020-065).
2. When the above two related party transactions are carried out, the company shall directly purchase anode copper and other materials from Chambishi, and the rest shall be purchased through Hong Kong Xinsheng. Therefore, at the beginning of the year, the company conducted the procurement business of anode copper and other materials with chambish and Hong Kong Xinsheng respectively.
Chambishi and Hong Kong Xinsheng are controlled by the same ultimate controller China Nonferrous Metals Mining Group Co., Ltd. the essence of the above two related party transactions is that the company purchases anode copper and other raw materials from Chambishi, and the pricing model is the same. In the process of business implementation, due to the impact of the epidemic on logistics and shipping in Africa in 2021, the contract shipment adjustment between Chambishi and Hong Kong Xinsheng is frequent, resulting in the deviation between the actual contract implementation and the expectation between the company and Chambishi and Hong Kong Xinsheng. In order to ensure the rationality of the company's material allocation and maximize the profit, according to the actual business development, The company plans to adjust the subject quota of the above two connected transactions under the condition that the estimated total quota of chambish and Hong Kong Xinsheng connected transactions at the beginning of the year remains unchanged, specifically:
Unit: 10000 yuan
After adjustment
Related person
Estimated amount at the beginning of the year after adjustment
Hong Kong Xinsheng Trading Co., Ltd. 180642.00249842.00
Chambishi copper smelting Co., Ltd. 425040.00355840.00
Total 605682.00605682.00
Except for the adjustment of the amount of the implementation subject of related party transactions, the estimated total amount of transactions, pricing policies, pricing principles and rights and obligations rules will not change.
（2） Description of related party transactions
Chambishi copper smelting Co., Ltd. is a company greatly influenced by Yunnan Copper Group, the controlling shareholder of the company, and one director of the company concurrently serves as a director of Chambishi, which complies with article 10.1.1 of the stock listing rules 3. It is the affiliated legal person of the company. Hong Kong Xinsheng Trading Co., Ltd. is an enterprise greatly influenced by the company's controlling shareholder Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. and is an affiliated legal person of the company in accordance with article 10.1.3 of the stock listing rules. This transaction constitutes a connected transaction.
（3） Relevant review procedures
1. Voting of the board of directors and withdrawal of related directors.
The 27th meeting of the 8th board of directors of the company deliberated and approved the Yunnan Copper Co.Ltd(000878) plan on adjusting the amount of entities implementing some daily connected transactions in 2021.
Mr. Tian Yongzhong, Mr. Yao Zhihua and Mr. Wu Guohong, the company's affiliated directors, abstained from voting, and other non affiliated directors unanimously agreed to the plan by written voting. 2. Prior approval and independent opinions of independent directors.
The related party transaction was approved in advance by the independent directors of the company and expressed independent opinions. (see item 7 of this announcement for details)
According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction must be approved by the general meeting of shareholders and has an interest in the related party transaction
The related shareholders of the company will abstain from voting.
（4） This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
2、 Basic information of related parties
(i) Qianbixi copper smelting Co., Ltd
1. Basic information
Company type: limited liability company
Registered address: kitway, Zambia
Registered capital: USD 2000
Legal representative: Wang Tian
Ownership structure: China color mining Holding Co., Ltd. holds 60% and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. holds 40%.
Business scope:
Production and operation of crude copper, anode copper, copper cobalt alloy and sulfuric acid, as well as production and operation of other ancillary products caused by crude copper production; Import and export of crude copper, anode copper, copper cobalt alloy, sulfuric acid and other mineral products; Technical consultation and services related to the production and operation of mineral products.
2. Another financial data of Chambishi in the latest year
Unit: 10000 yuan
Annual total assets net assets operating income total profit net profit
September 30, 2021 766643.50454922.27793467.9279975.1552285.77/september 2021
December 31, 2020 603017.59407116.79767501.7168796.2551667.55/2020
Note: the accounting statements of Chambishi copper smelting Co., Ltd. on December 31, 2020 have been audited by Dahua Certified Public Accountants (special partner) and issued Dahua Shenzi [2021] 0011944 audit report. The financial data on September 30, 2021 have not been audited.
3. Description of association relationship
Chambishi copper smelting Co., Ltd. is a company greatly influenced by the controlling shareholder Yunnan Copper Co.Ltd(000878) (Group) of the company, and one director of the company concurrently serves as a director of Chambishi, which meets the conditions specified in article 10.1.3 of the stock listing rules, and is an affiliated legal person of the company.
Analysis of related party's performance ability: the related party is in good financial condition, can abide by the contract in business contacts with the company, and the product quality can meet the company's needs and perform in good faith. Chambish is not a dishonest person.
（2） Hong Kong Xinsheng Trading Co., Ltd
1. Basic information
Company type: limited liability company
Registered address: 1303 Austin tower, 22-26 Austin Avenue, Tsim Sha Tsui, Kowloon, Hong Kong
Legal representative: Meng Zhiguo
Registered capital: HK $10000
Equity structure: 60% of China color mining Hong Kong Investment Co., Ltd. and 40% of Yungang Metal Co., Ltd.
Business scope: copper product trade, entrusted processing, equipment leasing, technology transfer, technology licensing, business consulting, etc.
2. Financial data of Hong Kong Xinsheng in the latest year
Unit: 10000 yuan
Annual total assets net assets operating income total profit net profit
September 30, 2021 205368.7616952.34987414.014507.534507.53/september 2021
December 31, 2020 142277.5912639.72798021.5810843.4310843.43/2020
Note: the financial statements of Hong Kong Xinsheng Trading Co., Ltd. as of December 31, 2020 have been audited by Dahua certified public accountants
(special partner) audited and issued dahuashen Zi [2021] 0011951 audit report. September 2021
The financial data as of June 30 were unaudited.
3. Description of association relationship
Hong Kong Xinsheng Trading Co., Ltd. is a company greatly influenced by the company's controlling shareholder Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. and is an affiliated legal person of the company in accordance with article 10.1.3 of the stock listing rules.
4. Analysis of related party's performance ability: the related party is in good financial condition, can abide by the contract in business contacts with the company, and the product quality can meet the company's needs and perform in good faith. Hong Kong Xinsheng is not a dishonest person to be executed.
3、 Basic information of related party transactions
(i) Purchase crude copper and anode copper from Hong Kong Xinsheng Trading Co., Ltd., with an annual purchase volume of about 40000-48000 tons;
（2） Purchase crude copper and anode copper from Chambishi copper smelting Co., Ltd., with an annual purchase volume of about 52000 tons.
4、 Main contents of transaction agreement and pricing policy
1. China copper international trade, a subsidiary of the company, signed a purchase and sales contract for crude copper and anode copper with Hong Kong Xinsheng Trade Co., Ltd. the main contents are as follows: the subject matter of the contract transaction is about 40000-48000 tons of crude copper and anode copper. Both parties buy and sell it fairly according to the market conditions, and price it according to the trading pricing system of imported crude copper and anode copper, with reference to China's imported crude copper The market situation of anode copper procurement shall be negotiated and signed by both parties to determine the pricing.
2. The company's subsidiary China copper international trade and its subsidiary Yunnan Copper Hong Kong signed a purchase and sales contract for crude copper and anode copper with Chambishi copper smelting Co., Ltd. the main contents are: the transaction object of the contract is about 52000 tons of crude copper and anode copper. Both parties shall buy and sell fairly according to the market conditions, price according to the trade pricing system of imported crude copper and anode copper, and determine the pricing through negotiation with reference to the purchase market of imported crude copper and anode copper in China.
5、 Transaction purpose and impact on Listed Companies
The adjustment of the quota between entities in the above daily connected transactions is conducive to the rationality of material allocation and profit maximization of the company, is conducive to the long-term development of the company, and does not damage the interests of the company and other shareholders.
6、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From January 1, 2021 to the disclosure date, the company and Chambishi had accumulated various related party transactions of RMB 1529895500; The total amount of various related party transactions with Hong Kong Xinsheng is 1747657500 yuan.
7、 Prior approval and independent opinions of independent directors
The independent directors of the 8th board of directors of the company, Mr. Yu Dingming, Mr. Wang Yong, Mr. Yang Yong and Mr. Na Pengjie, approved the forecast of the connected transaction in advance and believed that: we believe that the adjustment of the amount of the implementation subject of the daily connected transaction of the company is in line with the actual business development of the company and will not affect the independence of the company. The pricing of the related party transaction agreement is objective and fair, and all terms are fair and reasonable, without damaging the interests of the company and shareholders, especially minority shareholders.
We agree to submit the proposal to the board of directors of the company for deliberation.
The independent directors of the company expressed independent opinions on the connected transaction and held that:
The adjustment of the main quota of the daily connected transactions is conducive to the rationality of the company's material allocation and the maximization of profits, the long-term development of the company and the fair pricing mechanism. When the board of directors deliberated on the matter, the related directors avoided voting, and the voting procedures complied with the provisions of relevant laws and regulations, and there was no situation damaging the interests of the company and shareholders, especially minority shareholders.
We agree to the above plan and agree to submit it to the general meeting of shareholders for deliberation.
9、 Documents for future reference
(i) Yunnan Copper Co.Ltd(000878) resolution of the 27th meeting of the 8th board of directors;
（2） Yunnan Copper Co.Ltd(000878) resolution of the 24th Meeting of the 8th board of supervisors;
（3） Prior approval opinions and independent opinions of the independent directors of the company on the related party transactions.
It is hereby announced
Yunnan Copper Co.Ltd(000878) board of directors December 14, 2021
