Feasibility analysis report on the use of funds raised by non-public offering of A-Shares in 2021 (Second Revision)
1、 Use plan of the raised funds
The total amount of funds (including issuance expenses) to be raised from this non-public offering of shares shall not exceed 2674757800 yuan. The net amount of funds raised after deducting issuance expenses is to be fully invested in the following projects:
No. total investment of the project invested by the raised funds
(10000 yuan) income (10000 yuan)
1. Acquisition of 38.23% equity of Diqing nonferrous metals held by Yunnan Copper Group 1874805318748053
2. Supplement working capital and repay bank loans 79995257999525
Total 26747578
Among them, the transaction price of acquiring 38.23% equity of Diqing nonferrous metals held by Yunnan Copper Group is determined by the appraisal results of the asset appraisal report issued by the appraisal institution meeting the requirements of the securities law and filed by Chinalco group (filing No.: 1017zgly2022006).
Before the funds raised in this non-public offering are in place, the acquisition of 38.23% equity of Diqing nonferrous metals is subject to the approval of the CSRC.
If the actual amount of raised funds (after deducting the issuance expenses) is less than the total amount of raised funds to be invested in the above projects, within the finally determined scope of this raised investment project, the company will adjust and finally determine the priority of raised funds and the specific investment amount of each project according to the actual amount of raised funds, and the insufficient part of raised funds shall be raised by the company itself.
2、 Basic information and feasibility analysis of the investment project with raised funds (I) acquisition of 38.23% equity of Diqing nonferrous metals held by Yunnan Copper Group
Part of the funds raised from the company's non-public offering of shares will be used to acquire 38.23% equity of Diqing nonferrous metals held by Yunnan Copper Group. After the acquisition, the company will hold 88.24% equity of Diqing nonferrous metals. The specific analysis of the necessity and feasibility of the project is as follows:
1. Project necessity
(1) Strengthen the control of important subsidiaries and improve the copper resource reserves calculated according to the proportion of equity held by the company, which is in line with the overall development strategy of the company
Diqing nonferrous metals plays an important role in the system of listed companies. In 2020, the copper concentrate produced by Diqing Nonferrous Metals Co., Ltd. contained 60800 tons of copper, with a year-on-year increase of 26.69%. By the end of September 2021, its ore reserves were 804 million tons, accounting for 84.02% of the total ore reserves of listed companies; The amount of copper metal is 2.6263 million tons, accounting for 71.43% of the total amount of copper metal of listed companies. After the completion of this acquisition, the copper resource reserves calculated according to the proportion of equity held by the company will be increased. The good resource endowment provides an important resource guarantee for the relevant non-ferrous metal smelting and deep processing capacity of the listed company, and provides a strong support for the sustainable and stable operation and rapid development of the company.
(2) Thicken the net profit attributable to the parent company and improve the overall profitability of the company
From January to September 2021, the net profit of Diqing nonferrous metals in the audited financial statements was 8327496 million yuan, and the profit situation was good. The company acquired 38.23% equity of Diqing nonferrous metals through this non-public offering, which will further increase the net profit attributable to the parent company and improve the profitability of the company.
(3) The acquisition of minority interests will help the controlling shareholders fulfill their commitments
On October 28, 2016, the controlling shareholder Yunnan Copper Group issued the letter of commitment on further improving asset injection and horizontal competition, "I. on the premise of meeting the injection conditions specified in relevant laws and regulations, relevant rules of the CSRC and relevant normative documents, start the injection of the equity of Yunnan Diqing Nonferrous Metals Co., Ltd. into Yunnan Copper Co.Ltd(000878) within this year." In 2018, the company has completed the acquisition of 50.01% equity of Diqing nonferrous metals through non-public offering of shares. Diqing nonferrous metals is currently the holding subsidiary of the company. Through this offering, the 38.23% equity of Diqing nonferrous metals held by Yunnan Copper Group will be injected into the listed company. After the issuance, all the equity of Diqing nonferrous metals held by Yunnan Copper Group will be injected into the listed company, which will help the controlling shareholders fulfill their commitments.
2. Project feasibility
(1) Diqing nonferrous metals has been integrated with the listed company system for many years, and the risk of collaborative integration is small
Diqing nonferrous metals became the holding subsidiary of the company in 2018. The company currently holds 50.01% equity of Diqing nonferrous metals. After years of integration, the two sides have formed good synergy in management, business, resources and other aspects. This acquisition of 38.23% equity of Diqing nonferrous metals eliminates the need for large-scale business integration between Diqing nonferrous metals and other companies in the listed company system, and the risk of collaborative integration and performance uncertainty are small.
(2) All parties to the transaction have reached an agreement and there are no obstacles to implementation
The company has signed with Yunnan Copper Group the equity transfer agreement, the supplementary agreement to the equity transfer agreement and the supplementary agreement to the equity transfer agreement (II) with conditional effect, and transferred 38.23% of the shares of Diqing nonferrous metals held by it. The payment method of the transfer price, the conditions for the effectiveness of the agreement and the liability for breach of contract are clearly stipulated in the above agreement, which is in line with relevant policies, laws and regulations, and there are no obstacles to implementation.
3. Basic information of the target company
(1) Basic information
Yunnan Diqing Nonferrous Metals Co., Ltd
Legal representative: Li shanbing
Registered capital: RMB 194821 million
Registered address: Pulang copper mine, GEZAN village, GEZAN Township, Shangri La City, Diqing Tibetan Autonomous Prefecture, Yunnan Province
Date of establishment: June 8, 2004
Unified social credit code 9153 Shenzhen Kaifa Technology Co.Ltd(000021) 827064451096
Mining and beneficiation of mineral resources and product sales of Pulang copper mine, mining development project management, mining business scope, construction of mountain project, comprehensive management of mine production and operation, scientific and technological research and development and technical consultation; Geological exploration, mineral resources exploration and purchase and sale of mineral products of Pulang copper mine; Purchase and sale of raw materials, lease of land and houses, and lease of mechanical equipment.
(2) Ownership structure and control relationship of the subject company
1) Ownership structure
As of the issuance date of this plan, the equity structure of Diqing nonferrous metals is as follows:
No. shareholder name number of shares held (10000 shares) shareholding ratio (%)
1 Yunnan Copper Co.Ltd(000878) 97,4299821 50.01
2 Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. 744800683 38.23
3 Yunnan Gold Mining Group Co., Ltd. 229109496 11.76
Total 19482100 100.00
2) Control relationship
As of the issuance date of this plan, Diqing nonferrous metals is a Yunnan Copper Co.Ltd(000878) holding subsidiary, the controlling shareholder is Yunnan Copper Co.Ltd(000878) , and the actual controller is the state owned assets supervision and Administration Commission of the State Council.
3) The main contents of the articles of association or relevant investment agreements that may have an impact on this transaction
As of the issuance date of this plan, there is no content in the articles of association of Diqing nonferrous metals that has an impact on this transaction.
(3) Main business of the target company
The main business of Diqing nonferrous metals is the mining and dressing of mineral resources and product sales of Pulang copper mine, mining development project management, etc. Pulang copper mine is a super large copper mine dominated by copper with nonferrous metals such as molybdenum, gold and silver. It is also the only mining area owned by Diqing nonferrous metals at present. The main product of Diqing nonferrous metals is copper concentrate, and its downstream customers are mainly copper smelting enterprises.
(4) Subsidiaries of the target company
As of September 30, 2021, Diqing nonferrous metals had no branches or subsidiaries.
(5) Main financial data of the subject company
The main financial data of Diqing nonferrous metals in the last year are as follows:
1) Main data of consolidated balance sheet
Unit: 10000 yuan
September 30, 2021 December 31, 2020
(audited) (audited)
Current assets 58963344919336
Non current assets 4386695545892908
Total assets 4976328950812244
Current liabilities 58598879658255
September 30, 2021 December 31, 2020
(audited) (audited)
Non current liabilities 781278113583885
Total liabilities 1367266823242140
Total owner's equity 3609062127570104
2) Main data of consolidated income statement
Unit: 10000 yuan
Project from January to September 2021 to 2020
(audited) (audited)
Operating income 2242113326988493
Operating profit 100508341 Guangxi Liugong Machinery Co.Ltd(000528) 1
Total profit 978826810004776
Net profit 83274968200122
3) Main data of consolidated cash flow statement
Unit: 10000 yuan
Project from January to September 2021 to 2020
(audited) (audited)
Net cash flow from operating activities 1057017711050064
Net cash flow from investing activities: 819468 -2957219
Net cash flow from financing activities -10075329 -8198983
Net increase in cash and cash equivalents 131431
