China Securities Co.Ltd(601066)
About Yunnan Aluminium Co.Ltd(000807)
Using part of the raised funds to provide entrusted loans to Yunnan Wenshan Aluminum Co., Ltd., a wholly-owned subsidiary, for the implementation of raised investment projects
According to the provisions of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, China Securities Co.Ltd(601066) (hereinafter referred to as As the sponsor of Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as ” Yunnan Aluminium Co.Ltd(000807) ” or “the company”) for non-public issuance of a shares, the “sponsor”) has carefully verified the use of part of the raised funds by Yunnan Aluminium Co.Ltd(000807) to provide entrusted loans to Yunnan Wenshan Aluminum Co., Ltd., a wholly-owned subsidiary, to implement the raised investment project. The verification results are as follows:
1、 Overview of entrusted loan
(i) Basic information of funds raised by “Wenshan low and medium grade bauxite comprehensive utilization project”
Approved by the reply on approving Yunnan Aluminium Co.Ltd(000807) non-public Development Bank shares (zjxk [2019] No. 1928) of China Securities Regulatory Commission, from December 17 to 18, 2019, Yunnan Aluminium Co.Ltd(000807) non-public issued 521367759 new shares of RMB common shares to 4 specific investors at an issue price of 4.10 yuan / share, and the total amount of raised funds was 213767811.90 yuan, The net amount of raised funds after deducting the issuance expenses is RMB 2105925675.12, of which the raised funds for “Wenshan low and medium grade bauxite comprehensive utilization project” is RMB 404928014.45. The company has opened a special account for raised funds to store the raised funds.
（2） Basic information of funds raised by “green low-carbon hydropower aluminum integration project”
Approved by the reply on approving Yunnan Aluminium Co.Ltd(000807) non-public Development Bank shares (zjxk [2021] No. 3086) of China Securities Regulatory Commission, on November 29, 2021, the net fund raised from Yunnan Aluminium Co.Ltd(000807) was 2975585043.06 yuan, including 2075585043.06 yuan for the “green low-carbon hydropower aluminum material integration project”, The company has opened a special account for raising funds to store the raised funds.
（3） Basic information of the matter
According to the needs of the construction of the raised investment project, the company used the raised funds of RMB 125000000.00 in the form of entrusted loans to provide loans to Yunlv Wenshan, a wholly-owned subsidiary of the company that is the main body of the implementation of the raised investment project “Wenshan low-grade bauxite comprehensive utilization project” and “green low-carbon hydropower aluminum integration project”, Among them, the raised funds for “Wenshan low and medium grade bauxite comprehensive utilization project” are RMB 20000000.00, and the raised funds for “green low-carbon hydropower aluminum material integration project” are RMB 1230000000.00. The loan term is 1 year, which is interest free loan.
（4） Deliberations of the board of directors
At the 10th meeting of the 8th board of directors of the company, the proposal on using part of the raised funds to provide entrusted loans to Yunnan Wenshan Aluminum Co., Ltd., a wholly-owned subsidiary, to implement raised investment projects was deliberated and adopted by 10 votes in favor, 0 against and 0 abstention. The independent directors of the company expressed their independent opinions on the matter when deliberated by the board of directors. This matter does not involve related party transactions and does not need to be submitted to the general meeting of shareholders of the company for deliberation. This matter will be implemented after the company signs an agreement with Yunnan Aluminum Wenshan.
（5） This transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies, and does not constitute backdoor.
2、 Basic information of the borrower
Company name: Yunnan Wenshan Aluminum Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Xu Feng
Date of establishment: April 16, 2004
Registered capital: RMB 3234.935 million
Address: Gaodeng Road, Chengbei District, Wenshan City, Wenshan Zhuang and Miao Autonomous Prefecture, Yunnan Province
Business scope: development and mining of bauxite resources; Production, processing and sales of aluminum hydroxide, alumina and their extension products; Production and sales of aluminum ingots, aluminum alloys and aluminum processed products; Production and sales of liquid oxygen, liquid nitrogen, sulfur, ammonium sulfate, iron concentrate, metal gallium, steam and red mud; Production and sales of aluminum salt; Mining and metallurgical machinery manufacturing; Mineral resources scientific research, geological exploration and technical consulting services; Sales of mineral products; Tree planting and sales; Road transport; Catering service and accommodation; Printing and copying; Greening engineering design and construction. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: the company holds 100% equity of Yunnan Aluminum Wenshan.
Main financial data: as of December 31, 2020, Yunnan Aluminum Wenshan has total assets of RMB 11777939937.38, total liabilities of RMB 7821294309.81 and net assets of RMB 3956645627.57; In 2020, Yunnan Aluminum Wenshan achieved an operating revenue of RMB 2992242934.66, an operating profit of RMB 22669751.16 and a net profit of RMB 6919871.91. (the above data has been audited)
As of September 30, 2021, Yunnan Aluminum Wenshan has total assets of RMB 10840336608.1, total liabilities of RMB 6342804811.67 and net assets of RMB 4497531796.43; From January to September 2021, Yunnan Aluminum Wenshan realized an operating revenue of RMB 6500215578.21, an operating profit of RMB 633062178.04 and a net profit of RMB 524941959.65. (the above data have not been audited) III. main contents of the entrusted loan
Client: Yunnan Aluminium Co.Ltd(000807)
Borrower: Yunnan Wenshan Aluminum Co., Ltd
Purpose of loan: for “Wenshan low and medium grade bauxite comprehensive utilization project” and “green low-carbon hydropower aluminum material integration project”.
Loan limit: no more than RMB 125000000.00.
Loan term: 1 year, calculated from the date when the loan formalities are completed and the loan is issued.
Loan interest rate: this loan is interest free.
The company’s loan obtained by Yunnan Aluminum Wenshan must be deposited into the corresponding special account for raised funds, and the loan shall be used in strict accordance with the provisions of the agreement.
4、 Purpose of the matter and its impact on the company
This time, RMB 125000000.00 will be raised to provide loans to Yunnan Aluminum Wenshan, a wholly-owned subsidiary of the company, through entrusted loans, so as to ensure the capital demand of the raised investment project based on the needs of the construction of the raised investment project. The use mode and purpose of the raised funds comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the management and use of the raised funds, and are in line with the interests of the company and all shareholders. Yunnan Aluminum Wenshan has established a special account for raised funds and signed the tripartite supervision agreement on raised funds with the company, the sponsor and the commercial bank storing the raised funds, which can ensure the safe use of the raised funds.
5、 Review procedures for replacement performance of raised funds
(i) Deliberations of the board of directors
The 10th meeting of the 8th board of directors of the company deliberated and approved the proposal on using part of the raised funds to provide entrusted loans to the wholly-owned subsidiary Yunnan Wenshan Aluminum Co., Ltd. to implement the raised investment project, and agreed that the company would provide loans to the wholly-owned subsidiary Yunnan Wenshan Aluminum Co., Ltd. with the raised funds of RMB 125000000.00 in the form of entrusted loans.
（2） Opinions of the board of supervisors
The board of supervisors agreed that the company would use the raised funds of RMB 125000000.00 to provide loans to Yunnan Aluminum Wenshan, a wholly-owned subsidiary of the company, by means of entrusted loans, for two raised investment projects, such as “Wenshan low-grade bauxite comprehensive utilization project” and “green low-carbon hydropower aluminum material integration project”, so as to ensure the capital demand of raised investment projects. The use of the raised funds by means of entrusted loans is in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the management and use of the raised funds, and is conducive to safeguarding the interests of the company and all shareholders.
（3） Opinions of independent directors
1. The company used RMB 125000000.00 raised funds to provide loans to Yunnan Aluminum Wenshan, a wholly-owned subsidiary of the company, in the form of entrusted loans, for two raised investment projects, such as “Wenshan low-grade bauxite comprehensive utilization project” and “green low-carbon hydropower aluminum material integration project”, so as to ensure the capital demand of raised investment projects.
2. The company used RMB 125000000.00 raised funds to provide loans to Yunnan Aluminum Wenshan, a wholly-owned subsidiary of the company, in the form of entrusted loans, for two raised investment projects, such as “Wenshan low-grade bauxite comprehensive utilization project” and “green low-carbon hydropower aluminum material integration project”, so as to ensure the capital demand of raised investment projects.
We agree that the company will use the raised funds of RMB 125000000.00 to provide loans to Yunnan Aluminum Wenshan, a wholly-owned subsidiary of the company, by means of entrusted loans.
6、 Verification opinions of the recommendation institution
After verification, the sponsor China Securities Co.Ltd(601066) believes that the company’s use of part of the raised funds to provide entrusted loans to Yunnan Aluminum Wenshan, a wholly-owned subsidiary, to implement the raised investment project has been deliberated and adopted at the 10th meeting of the eighth board of directors, Yunnan Aluminium Co.Ltd(000807) independent directors have issued clear consent opinions, and the board of supervisors has issued confirmation opinions. It has fulfilled the necessary deliberation and decision-making procedures and complied with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the company on the use of raised funds. This time, some of the raised funds were used to provide entrusted loans to Yunnan Aluminum Wenshan, a wholly-owned subsidiary, to implement the raised investment project. There was no change or disguised change in the investment direction of the raised funds and damage to the interests of the company and minority shareholders. The sponsor has no objection to Yunnan Aluminium Co.Ltd(000807) using part of the raised funds to provide entrusted loans to Yunnan Aluminum Wenshan, a wholly-owned subsidiary, to implement the raised investment project.
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(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) verification opinions on Yunnan Aluminium Co.Ltd(000807) using part of the raised funds to provide entrusted loans to Yunnan Wenshan Aluminum Co., Ltd., a wholly-owned subsidiary, to implement the raised investment project)
Sponsor representative (signature):
Li Yanzhi, Wang Zhuyuan
China Securities Co.Ltd(601066) mm / DD / yy
