Stock Code: Yunnan Copper Co.Ltd(000878) stock abbreviation: Yunnan Copper Co.Ltd(000878) Yunnan Copper Co.Ltd(000878)
2021 plan for non-public offering of A-Shares (Second Revision)
March, 2002
Issuer statement
1. The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
2. After the completion of this non-public offering of a shares, the company shall be responsible for the changes in the company’s operation and income; The investors are responsible for the risks arising from the non-public investment of a shares.
3. The company’s plan for this non-public offering of A-Shares is the description of the company’s board of directors on this non-public offering of shares. Any statement to the contrary is untrue.
4. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
5. The matters described in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on the matters related to this non-public offering of a shares. The effectiveness and completion of the matters related to this non-public offering of A-Shares described in this plan have yet to be approved or approved by the relevant examination and approval authority.
Important tips
1. The plan for non-public offering of A-Shares and related matters have been deliberated and adopted at the 25th meeting of the eighth board of directors, the 29th meeting of the eighth board of directors and the 31st meeting of the eighth board of directors. According to the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance of listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies, this non-public offering shall be submitted to the general meeting of shareholders of the company for deliberation and approval after the consent of the main body performing the responsibility of supervision and administration of state-owned assets, It can only be implemented after being approved by the CSRC.
2. 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.
3. The non-public offering of shares adopts the method of inquiry issuance, and the pricing benchmark date of the issuance is the first day of the issuance period. The issuing price of this offering shall not be less than 80% of the average stock trading price of the 20 trading days before the pricing benchmark date (the average stock trading price of the company in the 20 trading days before the pricing benchmark date = the total stock trading volume of the company in the 20 trading days before the pricing benchmark date / the total stock trading volume of the company 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 rights and ex interests 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 issuance reserve price of this non-public offering will be adjusted accordingly.
4. 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, which shall not exceed 30% of the total share capital of the company before the issuance, that is, not 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.
5. 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.
6. This non-public offering of shares does not constitute a major asset restructuring, will not lead to changes in the company’s controlling shareholders and actual controllers, and will not lead to the company’s equity distribution not meeting the listing conditions.
7. 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.
8. According to the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, the board of directors of the company has formulated the future dividend return plan from 2022 to 2024. For the company’s profit distribution policy, the company’s cash dividends in the last three years and the company’s future shareholder return planning, please refer to “section V description of the board of directors on profit distribution policy” in this plan for investors’ attention.
9. 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.
10. After this non-public offering, the company’s share capital and net assets will increase accordingly. After the raised funds are in place, there is a risk that the company’s immediate return (earnings per share, return on net assets and other financial indicators) will be diluted. Investors are hereby reminded to pay attention to the risk of diluting the immediate return of the non-public offering of shares. In this regard, the company has formulated measures to fill the return, but the company reminds investors that the company’s formulation of measures to fill the return does not guarantee the company’s future profits.
11. For details of the risk factors of this non-public offering, please refer to “section IV risks related to this offering” of this plan.
12. Matters related to this non-public offering of shares shall be submitted to the general meeting of shareholders of the company for deliberation and approval after the consent of the subject performing the responsibility of state-owned assets supervision and administration, and can be implemented only after being approved by the CSRC.
catalogue
The issuer declares that 2 important tips 3 interpretation Section 1 Summary of this non-public offering of A-Shares eleven
1、 Basic information of the company eleven
2、 Background and purpose of this non-public offering eleven
(I) background of this non-public offering eleven
(II) purpose of this non-public offering thirteen
3、 Issuing object and its relationship with the company fourteen
4、 Overview of this non-public offering of A-Shares fourteen
(I) type and par value of issued shares fourteen
(II) issuing method and time fourteen
(III) issuing object and subscription method fourteen
(IV) pricing base date, issue price and pricing principle fifteen
(V) number of issues sixteen
(VI) sales restriction period sixteen
(VII) arrangement of accumulated undistributed profits of the company before this issuance sixteen
(VIII) validity period of issuance resolution sixteen
(IX) listing place sixteen
(x) purpose of raised funds seventeen
5、 Whether this issuance constitutes a connected transaction seventeen
6、 Does this issuance lead to changes in the company’s control eighteen
7、 The issuance plan has been approved by relevant competent authorities and the approval procedures to be submitted Section II feasibility analysis of the board of directors on the use of the raised funds nineteen
1、 The use plan of the raised funds nineteen
2、 The basic information and feasibility analysis of the project invested by the raised funds nineteen
(I) acquisition of 38.23% equity of Diqing nonferrous metals held by Yunnan Copper Group nineteen
(II) supplement working capital and repay bank loans forty-eight
3、 Evaluation of the subject matter of this transaction forty-nine
(I) appraisal of 100% equity assets of Diqing Nonferrous Metals Co., Ltd forty-nine
(II) Diqing nonferrous assets appraisal assumption fifty-one
(III) appraisal method of Diqing nonferrous assets fifty-two
4、 The impact of this issuance on the company’s operating and financial conditions fifty-three
(I) the impact of this issuance on the company’s operating conditions fifty-three
(II) the impact of this non-public offering on the company’s financial situation Section III discussion and analysis of the board of directors on the impact of this issuance on the company 55 I. business and asset integration plan, articles of association, shareholder structure, senior management structure of listed companies after this offering
Changes in business structure fifty-five
(I) the impact of this issuance on the company’s business and assets fifty-five
(II) the impact of this issuance on the articles of Association fifty-five
(III) impact of this offering on Shareholder Structure fifty-five
(IV) the impact of this offering on the structure of senior executives fifty-six
(V) impact of this offering on business structure fifty-six
2、 Changes in the financial status, profitability and cash flow of the listed company after this issuance fifty-six
(I) the impact of this issuance on the company’s financial situation fifty-six
(II) the impact of this issuance on the profitability of the company fifty-six
(III) the impact of this issuance on the company’s cash flow 56 III. business relationship, management relationship, related party transactions and inter-bank competition between the listed company and the controlling shareholders and their related persons
And other changes 57 IV. after the completion of this offering, whether the company’s funds and assets are occupied by the controlling shareholders, actual controllers and their affiliates, or whether the listed company provides guarantees for the controlling shareholders, actual controllers and their affiliates 57 v. whether the liability structure of the listed company is reasonable and whether there is a large increase in liabilities (including contingent liabilities) through this issuance
Debt), whether there is a situation that the debt ratio is too low and the financial cost is unreasonable 57 Section IV risks related to this offering fifty-eight
1、 Market price fluctuation risk fifty-eight
2、 Safety production and environmental protection risks fifty-eight
3、 Approval risk fifty-eight
4、 Risk of dilution of earnings per share and return on net assets fifty-eight
5、 Managing risk fifty-nine
6、 The risk of stock market fluctuations fifty-nine
Seven. The risk of New Coronavirus pneumonia infection. fifty-nine
8、 Risk that performance commitments cannot be achieved 59 Section V explanation of the board of directors on profit distribution policy sixty
1、 The company’s profit distribution policy sixty
(I) profit distribution principle of the company sixty
(II) profit distribution form sixty
