Securities code: Yunnan Copper Co.Ltd(000878) securities abbreviation: Yunnan Copper Co.Ltd(000878) Announcement No.: 2022024 bond Code: 149134 bond abbreviation: 20 Yunnan Copper 01
Announcement on the summary of the plan for non-public offering of A-Shares in 2021 (Second Revision)
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、 Background and purpose of this non-public offering (I) background of this non-public offering
1. China is short of copper reserves, and copper consumption demand will maintain rapid growth
The global copper industrial structure is unbalanced and the reserves of mineral resources are insufficient, which increases the difficulty of sustainable protection of enterprise resources. China’s copper mines are of low grade, lack of large copper mines, relatively low exploitable capacity, and large population. Therefore, China’s copper resources are relatively poor.
Since the reform and opening up, benefiting from the rapid development of China’s economy for many years, large-scale infrastructure construction and the rise of China’s manufacturing industry, copper consumption has increased significantly, resulting in the rapid growth of China’s copper consumption. According to the data of China Nonferrous Metals Industry Association, China’s mineral copper output was 1.6733 million tons in 2020, with a year-on-year increase of 2.80%; The output of refined copper was 100251 million tons, with a year-on-year increase of 2.46%. China’s mineral copper output is far from meeting the demand, and still needs to import a large amount of copper concentrate. One belt, one road, is the most important infrastructure in the world. With the government’s efforts to push ahead with urbanization and the establishment of China’s leading investment bank for Asian infrastructure, the world needs a lot of infrastructure construction. In addition, the metal consumption of other emerging countries represented by the BRICs countries is also rising. With the advancement of the industrialization process of emerging economies and the expansion of a large number of infrastructure construction and industrial production scale, the market demand for basic metal industrial raw materials such as copper is bound to grow continuously, which will form a strong support for the global demand for copper.
2. Respond to the guidance of the State Council on reducing leverage and optimize the asset liability structure
Nonferrous metals industry is a highly cyclical industry, and financial risk control is very important for enterprise safety and long-term development. By the end of September 2021, Yunnan Copper Co.Ltd(000878) asset liability ratio had reached 69.37%, which was at a high level in the same industry. In order to actively respond to the requirements and policy spirit of reducing the leverage ratio of state-owned enterprises and improving the quality of economic development put forward in the guiding opinions on strengthening the asset liability constraints of state-owned enterprises issued by the State Council, the company plans to carry out equity financing through this non-public offering, which will optimize the asset liability structure of the company and improve its comprehensive strength and anti risk ability. 3. State policies encourage listed companies to restructure their assets through various channels to optimize the allocation of resources
In May 2014, the State Council issued several opinions on further promoting the healthy development of the capital market (GF [2014] No. 17), which clearly stated that, “Give full play to the role of the capital market as the main channel in the process of enterprise M & A, strengthen the property right pricing and transaction function of the capital market, broaden the financing channels of M & A, and enrich the payment methods of M & A. respect the independent decision-making of enterprises, encourage all kinds of capital to participate in M & a fairly, break down market barriers and industry segmentation, and realize the smooth transfer of the company’s property right and control across regions and ownership Let go.
In August 2017, the China Securities Regulatory Commission issued “mergers and acquisitions have become an important way for the capital market to support the development of the real economy”, and pointed out that, “In recent years, the CSRC has earnestly implemented the decisions and arrangements of the Party Central Committee and the State Council, and has solidly carried out the reforms of ‘simplifying administration and delegating power’ and ‘delegating management and service’ by vigorously promoting the market-oriented reform of mergers and acquisitions, which has further stimulated the vitality of the market and supported the supply side structural reform and real economic development.”.
The introduction of relevant national regulations and policies has provided strong policy support for the company’s acquisition of minority equity of Diqing nonferrous metals. (II) purpose of this non-public offering
1. Make use of the current better capital market environment and optimize the company’s capital structure through equity financing
In recent years, the CPC Central Committee and the State Council have repeatedly proposed at important meetings to increase the proportion of direct financing of enterprises and give full play to the role of the capital market in supporting the real economy. The current securities market environment is good, and the opportunity to implement equity financing at this stage is good.
As an important copper, gold, silver and sulfur chemical production base in China, relying on the profound industry accumulation, the company acquired the minority equity of Diqing nonferrous metals through this raised investment project and supplemented the business development funds, which will help to continuously ensure the company’s leading position in the industry, optimize the company’s capital structure, thicken the company’s net profit to the parent and continuously enhance its profitability, In line with the long-term interests of the company and major shareholders.
2. It is conducive for listed companies to strengthen control over important subsidiaries, thicken the net profit attributable to the parent company, 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. Good resource endowment provides an important resource guarantee for the relevant non-ferrous metal smelting and deep processing capacity of listed companies, and provides a strong support for the company’s sustainable and stable operation and rapid development. After the completion of this acquisition, the copper resource reserves calculated according to the proportion of equity held by the company will be increased. In addition, Diqing nonferrous metals has a good profit and is an important source of profits for listed companies. The company’s acquisition of a minority stake in Diqing nonferrous metals through this non-public offering of shares will effectively increase the company’s shareholding in Diqing nonferrous metals, thicken the company’s net profit attributable to the parent company, improve the company’s profitability, and comply with the company’s overall development strategy.
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、 Overview of the non-public offering of A-Shares (Ⅰ) types and par value of the issued shares
The non-public offering of shares to specific objects is RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. (II) issuing method and time
This offering adopts the method of non-public offering and chooses an appropriate time to issue shares to specific objects within the validity period after being approved by the CSRC.
(III) issuing object and subscription method
The objects of this non-public offering are no more than 35 specific investors, including securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified overseas institutional investors, other legal persons, natural persons or other institutional investors in accordance with laws and regulations, etc. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object. As the issuing object, the trust company can only subscribe with its own funds (if there are other provisions on the issuing object in laws, regulations or normative documents at the time of issuance, such provisions shall prevail).
After the company’s application for non-public offering of shares has been approved by the CSRC, the board of directors of the company and the sponsor (lead underwriter) will, within the scope authorized by the general meeting of shareholders, in accordance with the provisions of relevant laws, administrative regulations, departmental rules or normative documents, It shall be determined through negotiation according to the subscription quotation of the issuing object. The issuing object subscribes for the shares of this non-public offering in cash. (IV) pricing base date, issue price and pricing principle
The pricing benchmark date of this non-public offering is the first day of the issuance period of this non-public offering, and the issuance price is not less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date / the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date), And not less than the audited net assets per share of the company at the end of the latest period before the issuance. The specific issue price shall be authorized by the general meeting of shareholders. After obtaining the approval document of the CSRC on the non-public offering of shares, the board of directors and the recommendation institution (lead underwriter) shall determine the issue price according to the application and quotation of the issuing object and the principle of price priority in accordance with the requirements of relevant laws, regulations and regulatory authorities.
If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the above-mentioned issuance reserve price will be adjusted accordingly, and the adjustment method is as follows:
1. Dividend: P1 = p0-d
2. Capital reserve converted into share capital or allotment: P1 = P0 / (1 + n)
3. Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Among them, P0 is the issue price before adjustment, the amount of dividend per share is D, the number of capital reserve converted into share capital or allotment per share is n, and the issue price after adjustment is P1. (V) issued quantity
The number of shares in this non-public offering is calculated by dividing the total amount of funds raised in this offering by the issue price. At the same time, according to the issuance supervision Q & A – regulatory requirements on guiding and regulating the financing behavior of listed companies (Revised), the number of shares in this non-public offering shall not exceed 30% of the total share capital of the company before the issuance, That is, no more than 509903568 shares (including this number).
The upper limit of the final issuance quantity shall be subject to the requirements of the approval documents of the CSRC. Within the above scope, the board of directors of the company shall negotiate with the recommendation institution (lead underwriter) according to the demand for raised funds and the actual subscription, etc. as authorized by the general meeting of shareholders.
If the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the resolution date of the board of directors to the issuance date of this non-public offering, the upper limit of the number of shares issued this time will be adjusted accordingly in accordance with the relevant rules of the CSRC. (VI) sales restriction period
The shares subscribed by the object of this issuance through this issuance shall not be transferred within 6 months from the date of listing. If there are other provisions on the sales restriction period in laws and regulations, such provisions shall prevail. The shares acquired from the non-public offering shares of the listed company obtained by the object of this issuance shall also comply with the above share locking arrangements due to the distribution of stock dividends, capital reserve conversion and other forms by the listed company. After the end of the restricted sale period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. (VII) arrangement of accumulated undistributed profits of the company before the issuance
After the completion of this non-public offering, the accumulated undistributed profits before this offering shall be jointly enjoyed by the new and old shareholders of the company according to the equity ratio after the offering. (VIII) validity period of issuance resolution
The validity of the resolution on this non-public offering is 12 months from the date when the proposal on this non-public offering is deliberated and adopted by the general meeting of shareholders of the company. (IX) listing place
The shares of this non-public offering will be listed on Shenzhen Stock Exchange. (x) purpose of 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.
It is hereby announced.
Yunnan Copper Co.Ltd(000878) board of directors March 4, 2022
