Zijin Mining Group Company Limited(601899) : Zijin Mining Group Company Limited(601899) H-share market announcement continuous connected transaction announcement
We refer to the announcement of the company dated January 29, 2021 on the continuous connected transactions of Xinjiang ASHELE and Xinjiang Wuxin copper under the former copper concentrate supply contract. The former copper concentrate supply contract has expired on December 31, 2021. The board of directors announced that Xinjiang ASHELE (the seller) entered into a copper concentrate supply contract with Xinjiang Wuxin copper (the buyer) on February 28, 2022. The contract term is from December 31, 2021 to February 31, 2022. According to the terms of the copper concentrate supply contract, Xinjiang ASHELE agreed to sell copper concentrate to Xinjiang Wuxin copper industry. As of the date of this announcement, the company is one of the major shareholders of Xinjiang ASHELE, holding 51% equity. Xinjiang ASHELE is a non wholly-owned subsidiary of the company. Xinjiang nonferrous metals holds 34% equity of Xinjiang ASHELE, and Xinjiang Wuxin copper is the holding subsidiary of Xinjiang nonferrous metals, so it is a connected person at the subsidiary level of the company (see the Listing Rules for the definition). Therefore, according to Chapter 14A of the listing rules, the transactions to be carried out under the copper concentrate supply contract constitute the continuous connected transactions of the company. The transaction is continuing in nature and entered into in accordance with the general business of the company. One or more applicable percentage rates (as defined in the Listing Rules) of the transaction are higher than 1% on an annual basis, but all applicable percentage rates are lower than 5%. According to Chapter 14A of the listing rules, the transaction constitutes an exempted continuous connected transaction of the company. It is not necessary to issue a circular and obtain the approval of independent shareholders, but it is subject to the relevant annual review and approval of Chapter 14A of the listing rules Provisions on declaration and announcement.
We refer to the announcement of the company dated January 29, 2021 on the continuous connected transactions of Xinjiang ASHELE and Xinjiang Wuxin copper under the former copper concentrate supply contract. The former copper concentrate supply contract has expired on December 31, 2021. The board of directors announced that Xinjiang ASHELE (the seller) entered into a copper concentrate supply contract with Xinjiang Wuxin copper (the buyer) on February 28, 2022. The contract period is from January 1, 2022 to December 31, 2022. According to the terms of the copper concentrate supply contract, Xinjiang ASHELE agreed to sell copper concentrate to Xinjiang Wuxin copper industry. Main terms of copper concentrate supply contract
Date: February 28, 2022
Transaction parties: Seller:
Xinjiang ASHELE, a non wholly owned subsidiary of the company, is a limited company established in China, mainly engaged in the development of Ashele copper mine in Xinjiang.
buyer:
The ultimate beneficial owner of Xinjiang Wuxin copper industry is Xinjiang nonferrous metals. Xinjiang Wuxin Copper Co., Ltd. is mainly engaged in: business scope: smelting, processing, sales, import and export business of common non-ferrous metals, technology import and export and agent import and export business; Import and export business of mechanical equipment, instruments and meters and their spare parts and raw and auxiliary materials required for the production of the factory; Technology development and consultation, technical services; storage; House leasing; Carry out the import and export business of various commodities and technologies to neighboring countries through small border trade (except the commodities and technologies whose import and export are restricted by the state); Allow the import of five kinds of waste materials operated by state approved companies such as scrap steel, scrap copper, scrap aluminum, waste paper and waste plastics under border trade; Production of hazardous chemicals (430000 tons / year sulfuric acid).
Products sold: copper concentrate
Price: (1) the settlement price of copper in copper concentrate is the monthly arithmetic average price of the settlement price of the standard cathode copper spot contract of Shanghai Futures Exchange on each trading day from the 1st to 31st of the month of delivery of the supplier’s mining area (Gregorian calendar) as the benchmark price multiplied by the pricing coefficient;
(2) The gold bearing settlement price of copper concentrate is based on the trading day from the 1st to the 31st of the month of delivery of the supplier’s mining area (Gregorian calendar), au99.00 of Shanghai gold exchange 95. The monthly arithmetic average price of the weighted average (settlement) price on each trading day is taken as the benchmark price multiplied by the pricing coefficient;
(3) The settlement price of copper concentrate containing silver shall be the monthly arithmetic average price of the settlement price of No. 3 national standard silver in Shanghai Huatong platinum silver trading market on the trading day from the 1st to 31st of the month of delivery of the supplier’s mining area (Gregorian calendar) as the benchmark price multiplied by the pricing coefficient;
(4) If the impurity elements do not comply with the provisions of the contract, the price shall be reduced according to the standards stipulated in the contract.
Term: January 1, 2022 to December 31, 2022
Payment terms: 1. The Demander shall prepay all the payment by telegraphic transfer according to the supplier’s predicted grade, quantity and estimated price of the current month.
2. The principle of delivery and payment by both parties is: copper concentrate will not be delivered if the payment for goods is not paid.
The pricing coefficient of copper in copper concentrate mainly depends on the smelting and processing fee (TC / RC) of imported copper concentrate, whether the supply and demand are balanced, and the transportation distance between the supplier and the demander; The pricing coefficient of gold and silver in copper concentrate mainly depends on their content in copper concentrate and other factors.
The terms of the copper concentrate supply contract were reached after fair negotiation between Xinjiang ASHELE and Xinjiang Wuxin copper. Proposed annual cap and historical transaction amount the company proposes that the maximum transaction amount of copper concentrate supply contract for the year ended December 31, 2022 (“proposed annual cap”) is RMB 210 million. The proposed annual upper limit of the copper concentrate supply contract for the year ending December 31, 2022 is determined according to the production plan of Ashele in Xinjiang and the planned demand of Wuxin copper in Xinjiang. The company expects that the maximum amount of copper metal in the copper concentrate sold to Xinjiang Wuxin copper industry in the year ended December 31, 2022 will not exceed 31200 tons. The historical transaction amount for the year ended December 31, 2019, 2020 and 2021 and the proposed annual upper limit for the year ended December 31, 2022 under the copper concentrate supply contract are as follows:
Historical transaction amount up to 2022 up to 2019 up to 2020 up to December 31, 2021 up to December 31 up to December 31 up to December 31
(RMB) (RMB) (RMB) (RMB)
Sales of copper concentrate to Xinjiang Wuxin copper 879195 Sichuan Lutianhua Company Limited(000912) 77 Konka Group Co.Ltd(000016) 304180 Tecon Biology Co.Ltd(002100) 000000 (audited) (Unaudited)
The cumulative amount of related party transactions in 2022 is about RMB 273843500 (Unaudited).
As of the date of this announcement, the company is one of the major shareholders of Xinjiang ASHELE, holding 51% equity. Xinjiang ASHELE is a non wholly-owned subsidiary of the company. Xinjiang nonferrous metals holds 34% equity of Xinjiang ASHELE, and Xinjiang Wuxin copper is the holding subsidiary of Xinjiang nonferrous metals, so it is a connected person at the subsidiary level of the company (see the Listing Rules for the definition). Therefore, according to Chapter 14A of the listing rules, the transactions to be carried out under the copper concentrate supply contract constitute the continuous connected transactions of the company. The company is mainly engaged in mining, production, smelting and sales of gold and other mineral resources. The sale of copper concentrate by Xinjiang ASHELE to Xinjiang Wuxin copper industry can broaden the group’s sales pipeline in Xinjiang. Therefore, the directors (including independent non-executive directors) believe that the terms of the copper concentrate supply contract are concluded on normal commercial terms, which is the daily business of the group and achieved on the principle of fairness. Therefore, the transaction is in the overall interests of the company and shareholders. Significant interests
After making all reasonable enquiries, the directors know, know and believe that all directors of the company have no material interests or interests in this continuous connected transaction and need to waive their voting rights on the resolutions of the board of directors related to the transaction. Generally, the transaction is continuous in nature and entered into in accordance with the general business of the company. One or more applicable percentage rates (as defined in the Listing Rules) of the transaction are higher than 1% on an annual basis, but all applicable percentage rates are lower than 5%. According to Chapter 14A of the listing rules, the transaction constitutes an exempted continuous connected transaction of the company. It is not necessary to issue a circular and obtain the approval of independent shareholders, but it is subject to the relevant annual review and approval of Chapter 14A of the listing rules Provisions on declaration and announcement. This announcement is published in Chinese and English respectively. In case of any discrepancy between Chinese and English, the Chinese version shall prevail. In this notice, the following terms shall have the following meanings except as otherwise defined in this notice:
“Board of directors” means the board of directors of the company
“The company” or “the company refers to Zijin Mining Group Company Limited(601899) , a company limited by shares incorporated in China”, “continuous connected transaction”, which refers to the “transaction” of copper concentrate for supply “or” the connected transaction of the delivery contract “concluded between Xinjiang ASHELE and Xinjiang Wuxin copper on a continuous basis
“Copper concentrate supply contract” refers to the contract signed between Xinjiang ASHELE and Xinjiang Wuxin copper industry on February 28, 2022, in which Xinjiang ASHELE sells copper concentrate to Xinjiang Wuxin copper industry. The contract period is from January 1, 2022 to December 31, 2022
“Director” means a director of the company
“The group” means the company and its subsidiaries
“Hong Kong” means the Hong Kong Special Administrative Region of the people’s Republic of China
“Independent shareholder” refers to any shareholder of the company who does not have to give up his voting right when voting on a connected transaction at the general meeting of shareholders
“Listing Rules” means the rules governing the listing of securities on the stock exchange of Hong Kong Limited
“China” means the people’s Republic of China, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan for the purpose of this announcement
“Former copper concentrate supply contract” refers to the contract signed between Xinjiang ASHELE and Xinjiang Wuxin copper on January 29, 2021, in which “Xinjiang ASHELE sells copper concentrate to Xinjiang Wuxin copper. The contract period is from January 1, 2021 to December 31, 2021
“RMB” means RMB, the legal tender of China
“Shareholder” means a shareholder of the company
“Stock Exchange” means the stock exchange of Hong Kong Limited
“Xinjiang ASHELE” refers to Xinjiang Habahe Ashele Copper Co., Ltd., a limited liability company established in China. As of the date of this announcement, the company owns 51% of its equity and is a non wholly-owned subsidiary of the company
“Xinjiang nonferrous metals” refers to Xinjiang nonferrous metals industry (Group) Co., Ltd., a company incorporated in China. “Xinjiang Wuxin copper” refers to Xinjiang Wuxin Copper Co., Ltd., a company incorporated in China. As of the date of this announcement, its ultimate beneficial owner is Xinjiang nonferrous metals
“%” refers to percentage
The board of directors of the company reminds investors and shareholders to be cautious when trading the company’s securities.
February 28, 2022, Fujian, China
The English name of the company is for identification only
