Securities code: Yunnan Copper Co.Ltd(000878) securities abbreviation: Yunnan Copper Co.Ltd(000878) Announcement No.: 2022020
Bond Code: 149134 bond abbreviation: 20 Yuntong 01
Yunnan Copper Co.Ltd(000878)
Announcement on the revision of the plan for non-public offering of A-Shares in 2021
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.
Yunnan Copper Co.Ltd(000878) (hereinafter referred to as “the company”) convened the 31st meeting of the 8th board of directors on March 4, 2022, deliberated and adopted the proposal on the plan for non-public development and issuance of A-Shares in Yunnan Copper Co.Ltd(000878) 2021 (the second revised draft) and other relevant proposals, and revised the plan for non-public offering of shares (the revised draft). The main revisions are as follows:
Revision of sections of the plan
Supplement the review procedures that have been performed in this non-public offering, revise the important notes, and update the record number of Chinalco group
Supplementary agreement (II) of supplementary equity transfer agreement, interpretation of performance commitment, supplementary agreement of compensation agreement, supplementary agreement I and supplementary agreement II update the interpretation of audit report and evaluation report, and revise the meaning referred to in this plan
Section I this non-public offering IV. this non-public offering a revises the plan of total issuance of A-Shares invested by each project of the raised funds of this non-public offering, the overview amount of the stock plan and the proposed investment amount of the raised funds, and updates the filing number of Chinalco group
5、 Does this offering constitute a supplement to the review procedures performed in this non-public offering
Related party transactions
Revision of sections of the plan
6、 Whether this issuance will lead to the change of the company’s control right 20 days before the signing date of this plan (March 4, 2022), recalculate 80% of the average trading price of Yunnan Copper Co.Ltd(000878) shares, and the impact on the company’s control right after the completion of this non-public offering
7、 The issuance plan has been taken
The review procedures that have been performed for this non-public offering may be supplemented with the approval of the relevant competent authorities
Situation and still need to be submitted for approval
Quasi procedure
1、 For the use of the raised funds, revise the total investment plan amount and the proposed investment amount of the raised funds in each project of the non-public offering, and update the filing number of Chinalco group
(I) acquisition of 38.23% equity of Diqing nonferrous metals held by Yunnan Copper Group
1. Updated the latest progress of mining rights of the subject company
2. The main contents of the supplementary agreement (II) on the equity transfer agreement for the investment of the raised funds signed by the company and Yunnan Copper Group are added. Section II basic information and feasibility of the project of the board of directors are added The main contents of the supplementary agreement on performance commitment supplementary to the performance analysis compensation agreement for the use of the raised funds signed by the company and Yunnan Copper Group have been added
Feasibility analysis 4. Revised the appraisal of 100% equity assets, transaction price and pricing basis of Diqing nonferrous metals
(II) supplementary working capital and repayment of bank loans Amendment 1. Revised the amount of supplementary working capital and repayment of bank loans of the company
3、 The appraisal of the subject matter of this transaction revised the appraisal of 100% equity assets of Diqing nonferrous metals
situation
1、 Listed companies after this offering
Section III the business and asset integration plan of the company is calculated by the board of directors according to 80% of the average trading price of Yunnan Copper Co.Ltd(000878) shares of the company, the articles of association and shareholders’ settlement 20 days before the signing date of the plan (March 4, 2022). This non-public discussion and analysis structure, senior management structure and the impact on the control right of the company after the completion of the Industrial Development Bank
Changes in business structure
Section IV phase VIII of this offering. The failure to realize the performance commitment increases the risk related to the expression of the supplementary agreement to the performance commitment compensation agreement
1、 In this non-public offering, 80% of the average trading price of the company’s main Yunnan Copper Co.Ltd(000878) shares by the thin spot return 20 days before the signing date of this plan (March 4, 2022) is taken as the potential shadow of the financial indicators of the hypothetical issuance price, and the hypothetical premise, calculation process and other contents are revised
Section VI the impact of the diluted immediate return of this offering on the company’s main three, the board of directors’ selection of the financial indicators related to the use plan of the raised funds of this non-public offering, the necessity of public offering and the rationality of the measures to be taken by the company
4、 Investment projects with raised funds
The revision related to the company’s existing business is intended to supplement working capital, repay bank loans and engage in fund-raising projects
Personnel, technology, market, etc
Revision of sections of the plan
Reserves of noodles
The revised plan for non-public offering of A-Shares is published on cninfo.com on the same day（ http://www.cn.info.com.cn. ） Yunnan Copper Co.Ltd(000878) 2021 non-public Development Bank A-share stock plan (second revision draft) on.
This non-public offering of A-Shares still needs the consent of the subject performing the responsibility of state-owned assets supervision and administration, which shall be submitted to the general meeting of shareholders of the company for deliberation and approval, and can be implemented only after being approved by the CSRC. Please pay attention to the investment risks.
It is hereby announced.
Yunnan Copper Co.Ltd(000878) board of directors March 4, 2022
