Securities code: Yunnan Copper Co.Ltd(000878) securities abbreviation: Yunnan Copper Co.Ltd(000878) Announcement No.: 2022018 bond Code: 149134 bond abbreviation: 20 Yunnan Copper 01
The resolution of the 31st meeting of the 8th board of directors announced that 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 Yunnan Copper Co.Ltd(000878) or the company) the 31st meeting of the 8th board of directors was held by means of communication. The notice of the meeting was sent by mail on March 1, 2022. The deadline for voting was March 4, 2022. 9 votes were issued at the meeting, 9 votes were actually issued, and 9 valid votes were recovered within the specified time, The meeting complies with the provisions of the company law and the articles of association. The meeting voted and adopted the following resolutions:
1、 After avoiding the voting, the related directors deliberated and adopted the proposal on the company’s revision of the plan for non-public development of A-Shares by 6 votes in favor, 0 against and 0 abstention;
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), and in combination with the specific situation of the company, The company revised the plan for this non-public offering of a shares, and the specific adjustments are as follows:
(x) purpose of raised funds
Before adjustment:
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 1874757818747578
Bank loans and supplementary working capital of 8 China Vanke Co.Ltd(000002)
Total 26747578
Among them, the transaction price of the acquisition of 38.23% equity of Diqing nonferrous metals is determined by reference to the evaluation results issued by the evaluation institution with securities and futures business qualification and filed by Chinalco group (filing No.: 8572zgly2021146).
Before the funds raised from this non-public offering are in place, the acquisition of 38.23% equity of Yunnan Diqing Nonferrous Metals Co., Ltd. (hereinafter referred to as “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.
After adjustment:
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 the acquisition of 38.23% equity of Diqing nonferrous metals is determined by reference to the evaluation results issued by the evaluation institution with securities and futures business qualification and filed by Chinalco group (filing No.: 1017zgly2022006).
Before the funds raised from this non-public offering are in place, the acquisition of 38.23% equity of Yunnan Diqing Nonferrous Metals Co., Ltd. (hereinafter referred to as “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.
After the relevant matters are deliberated and approved by the general meeting of shareholders, they will be reported to the CSRC in accordance with relevant procedures. The issuance plan can be implemented only after being approved by the CSRC, and the final plan approved by the CSRC shall prevail.
The proposal is a related party transaction. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the independent directors have expressed their prior approval opinions and independent directors’ opinions on the proposal.
Mr. Tian Yongzhong, Mr. Yao Zhihua and Mr. Wu Guohong were affiliated directors and avoided voting on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders associated with this proposal will avoid voting.
2、 After the related directors withdrew from voting, the proposal on the company’s 2021 plan for non-public development of A-Shares (the second revised draft) was considered and adopted by 6 votes in favor, 0 against and 0 abstention;
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents issued by the China Securities Regulatory Commission, And the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – stock non-public development plan and issuance report of listed companies. The company revised the stock non-public offering plan, For details, please refer to Yunnan Copper Co.Ltd(000878) 2021 non-public Development Bank A-share plan (Second Revision) disclosed by the company on the designated information disclosure media.
The proposal is a related party transaction. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the independent directors have expressed their prior approval opinions and independent directors’ opinions on the proposal.
Mr. Tian Yongzhong, Mr. Yao Zhihua and Mr. Wu Guohong were affiliated directors and avoided voting on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders associated with this proposal will avoid voting.
3、 After avoiding the voting, the related directors considered and adopted the proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2021 (Second Revised Draft) by 6 votes in favor, 0 against and 0 abstention; In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, as well as the revised plan for non-public offering of a shares, The company has drawn up a revised special report on the feasibility analysis of the use of the funds raised by the non-public offering of a shares. For details, see the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2021 (Second Revision) disclosed by the company on the designated information disclosure media.
The proposal is a related party transaction. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the independent directors have expressed their prior approval opinions and independent directors’ opinions on the proposal.
Mr. Tian Yongzhong, Mr. Yao Zhihua and Mr. Wu Guohong were affiliated directors and avoided voting on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders associated with this proposal will avoid voting.
4、 After the related directors withdrew from voting, they deliberated and adopted the proposal on diluting the immediate return and filling measures for non-public development of A-Shares of the company (Second Revision) with 6 votes in favor, 0 against and 0 abstention;
The company plans to issue non-public shares to specific objects according to the development plan and the actual situation of production and operation. According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110), the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (announcement of China Securities Regulatory Commission [2015] No. 31) According to the provisions of several opinions of the State Council on further promoting the healthy development of the capital market and the revised plan for non-public offering of a shares, the company has formulated the measures for diluting the immediate return and filling of A-Shares of non-public development banks (Second Revised Draft), This paper carefully analyzes the impact of the diluted immediate return of the non-public offering of shares on the company’s main financial indicators and puts forward the measures to be taken. For the specific contents, see the announcement of Yunnan Copper Co.Ltd(000878) on the risk prompt of the diluted immediate return of the non-public offering of A-Shares and the measures to fill the return (the second revision) disclosed by the company on the designated information disclosure media. The proposal is a related party transaction. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the independent directors have expressed their prior approval opinions and independent directors’ opinions on the proposal.
Mr. Tian Yongzhong, Mr. Yao Zhihua and Mr. Wu Guohong were affiliated directors and avoided voting on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders associated with this proposal will avoid voting.
5、 After avoiding the voting, the related directors deliberated and adopted the proposal on the independence of the evaluation institution, the rationality of the evaluation assumptions, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing with 6 votes in favor, 0 against and 0 abstention;
The board of directors of the company, in accordance with relevant laws and regulations and after detailed verification of relevant evaluation matters, hereby explains the independence of the evaluation institution, the rationality of the evaluation assumptions, the relevance between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing as follows:
(1) Independence of evaluation organization
As the appraisal institution of this transaction, Zoomlion asset appraisal group Co., Ltd. (hereinafter referred to as “Zoomlion appraisal” and “appraisal institution”) has the appraisal qualification and securities and futures related business qualification. In addition to the business relationship of providing asset appraisal services for this transaction, the appraisal institution and its handling appraiser have no relationship with the company, the target company, the counterparty and its actual controller, and there are no actual and expected interests or conflicts that affect their provision of services, so they are independent.
(2) Evaluate the rationality of assumptions
The appraisal assumptions of the relevant asset appraisal report issued by Zoomlion appraisal for this transaction are implemented in accordance with relevant national laws and regulations, follow the prevailing market practices or standards, comply with the actual situation of the appraised object, and no facts contrary to the appraisal assumptions are found. The appraisal assumptions are reasonable.
(3) Purpose and method of evaluation
The purpose of this appraisal is to determine the value of the subject asset on the benchmark date of appraisal and provide value reference for this transaction. Zoomlion appraisal adopts the income method and asset-based method to evaluate the subject assets of this transaction respectively, and finally selects the evaluation value of the asset-based method as the evaluation result of the subject assets. In accordance with the requirements of relevant national laws and regulations and industry norms, following the principles of independence, objectivity, impartiality and science, and in accordance with the recognized asset appraisal methods, the necessary appraisal procedures have been implemented to evaluate the value of the subject asset on the benchmark date. The selected appraisal methods are reasonable and the appraisal conclusion is objective It fairly reflects the actual situation of the appraisal object on the benchmark date, and the appraisal method is consistent with the appraisal purpose.
(4) Evaluate the fairness of pricing
The price of the underlying asset is determined based on the evaluation results of the evaluation report issued by the evaluation institution with relevant securities and futures business qualification, and the transaction pricing method is reasonable. The appraisal institution employed in this transaction meets the requirements of independence, has corresponding business qualification and competence, has sufficient reasons for the selection of appraisal methods, has carried out on-site verification in accordance with the requirements of asset appraisal standards and other laws and regulations, has obtained corresponding evidence, and the appraisal pricing is fair. The appraisal report takes reasonable values of the asset discount rate, income distribution in the forecast period and other appraisal parameters used in the appraisal of the subject assets of this transaction. The appraisal result objectively and fairly reflects the actual situation of the appraisal object on the benchmark date. The appraisal result is fair.
To sum up, the appraisal institution selected and employed by the company for this exchange is independent, the premise of appraisal assumptions is reasonable, the correlation between the appraisal method and the appraisal purpose is consistent, the appraisal conclusion of the asset appraisal report issued is reasonable and the appraisal price is fair.
The proposal is a related party transaction. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the independent directors have expressed their prior approval opinions and independent directors’ opinions on the proposal.
Mr. Tian Yongzhong, Mr. Yao Zhihua and Mr. Wu Guohong were affiliated directors and avoided voting on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders associated with this proposal will avoid voting.
6、 After the related directors withdrew from voting, the proposal on Approving the audit report and asset evaluation report related to this transaction was considered and adopted by 6 votes in favor, 0 against and 0 abstention;
According to the measures for the administration of securities issuance of listed companies and other relevant requirements, the company hired an audit and evaluation institution with securities and futures qualification to audit and evaluate the assets involved in the company’s transaction. Tianzhi International Certified Public Accountants (special general partnership) has issued the audit report of Yunnan Diqing Nonferrous Metals Co., Ltd. from January to September 2021, 2020 and 2019 (tianzhiye Zi [2022] No. 10182). Zhonglian asset appraisal group has
