Securities code: Zijin Mining Group Company Limited(601899) stock abbreviation: Zijin Mining Group Company Limited(601899) No.: pro 2022018 Zijin Mining Group Company Limited(601899)
Announcement on external guarantee arrangements in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Name of the guaranteed: wholly owned and holding subsidiaries within the scope of consolidated statements (hereinafter referred to as “the guaranteed”) the company’s new external guarantees in 2022 include: the total amount of guarantee provided for overseas wholly-owned subsidiaries is US $3314 million, and the total amount of guarantee provided for domestic wholly-owned subsidiaries is RMB 4810 million; The guarantee amount for overseas holding subsidiaries is US $200 million and the guarantee amount for domestic holding subsidiaries is RMB 1.39 million. Based on the central parity of RMB exchange rate of 6.3425 yuan to US $1 published by China foreign exchange trading center on March 18, 2022, the total amount of guarantee is expected to increase by no more than 4099755 million yuan. The external guarantee in 2022 has been deliberated and approved at the 10th meeting of the seventh board of directors of the company and must be submitted to the general meeting of shareholders of the company for deliberation.
Overdue external guarantee: None
1、 Overview of guarantee
In order to meet the project construction, production and operation, M & a capital needs of wholly-owned and holding subsidiaries of Zijin Mining Group Company Limited(601899) (hereinafter referred to as “the company”), maturity replacement of stock financing and improve decision-making efficiency, the company and its subsidiaries plan to provide guarantees to the guaranteed in 2022 (hereinafter referred to as “this guarantee”), with details as follows:
(I) guarantee
Unit: 10000 yuan
No. relationship between the guaranteed party and the company currency guarantee amount
1 Jinshan (Hong Kong) International Mining Co., Ltd. $2 China Vanke Co.Ltd(000002) Zijin International Capital Co., Ltd. $ Lepu Medical Technology (Beijing) Co.Ltd(300003) Zijin (Singapore) International Capital Co., Ltd. $200004 liex S.A. $350005 wholly owned subsidiary of gold leader Holdings Limited $464006 Zijin International Holdings Co., Ltd. RMB 3500007 Xinjiang Zijin Nonferrous Metals Co., Ltd. RMB 150008 Jilin Zijin Copper Co., Ltd. RMB 500009 Tibet Zijin Industrial Co., Ltd. RMB 66000
10 Serbian Zijin Copper Co., Ltd. holding subsidiary USD 2 Shenzhen Properties & Resources Development (Group) Ltd(000011) Tibet Julong Copper Co., Ltd. RMB 1390000
The above guarantee arrangement is based on the prediction of the current business situation. For possible changes, the guarantee amount between wholly-owned subsidiaries (including wholly-owned subsidiaries directly or indirectly held by them) can be adjusted to each other within the guarantee amount and scope approved by the general meeting of shareholders according to the actual business needs.
The 10th meeting of the 7th board of directors unanimously deliberated and approved the above guarantee matters. This guarantee needs to be submitted to the general meeting of shareholders of the company for deliberation.
The validity period of this guarantee arrangement is from the date of approval of the general meeting of shareholders to the date of convening the general meeting of shareholders of the next year. After the guarantee arrangement is reviewed and approved by the general meeting of shareholders, Ms. Lin Hongying, director and vice president of the company, is specifically authorized to deal with relevant guarantee matters.
2、 Basic information of the guaranteed
See Annex for details.
3、 Main contents of guarantee
The total amount of the company’s external guarantee for the year is not expected to exceed 4.0952 million yuan. Up to now, the company has not signed the relevant guarantee agreement.
The above guarantee amount is not equal to the actual financing amount. The actual financing amount shall negotiate financing matters with financial institutions within the guarantee amount approved by the general meeting of shareholders. The specific guarantee type, method, amount and term shall be subject to the relevant documents finally signed. The company will examine and approve guarantee matters in strict accordance with relevant laws, regulations and system documents, and control business risks and guarantee risks.
The above guarantee includes the following circumstances:
(I) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(II) the guarantee provided after the total amount of guarantee reaches or exceeds 50% of the latest audited net assets;
(III) any guarantee provided after the total amount of guarantee reaches or exceeds 30% of the latest audited total assets;
(IV) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months; (V) the guarantee amount exceeds 50% of the company’s latest audited net assets within 12 consecutive months. (VI) guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(VII) other guarantees stipulated by laws and regulations, the exchange or the articles of association.
4、 Opinions of the board of directors
The 10th meeting of the 7th board of directors of the company considered and approved the above guarantee matters, and believed that the guarantee matters were made in comprehensive consideration of the business development needs of the guaranteed, which was conducive to the stable and sustainable development of the company, in line with the actual operation situation and overall development strategy of the company, the credit status of the guaranteed was good, and the guarantee risk was generally controllable.
The independent directors of the company express the following opinions: the company deliberates and authorizes in the form of estimated guarantee amount, which is in line with the provisions of relevant laws and regulations, normative documents and the articles of Association; Conform to the actual operation and overall development strategy of the company and will not damage the interests of the company and shareholders; It is agreed that the board of directors of the company will submit the proposal to the general meeting of shareholders for deliberation.
5、 The company’s accumulated external guarantee quantity and overdue guarantee quantity
As of the disclosure date, the cumulative total amount of external guarantees actually incurred by the company (including guarantees provided to wholly-owned subsidiaries and holding subsidiaries) was RMB 31684806400, accounting for 44.6% of the audited net assets of the company in 2021. There was no overdue external guarantee.
It is hereby announced.
Zijin Mining Group Company Limited(601899) board of directors
Attachment of March 19, 2002: basic information of the guaranteed and the principal debtor
Currency: RMB unit: 10000 yuan
And the public law for the year ended December 31, 2021 / 2021 (unit: 10000 yuan) (note No.) the business scope of the registered address of the secured party: total assets, total liabilities, total net assets, net profit, negative assets, relevant debt ratio and share ratio of the company (example)
Jinmao and Jinxiang investment (Holdings)
1) International Mining Hong Kong Chen Yongyi 92224744304727491774626697146.68%
Industry Co., Ltd
2 Zijin international capital Hong Kong Liu Zhizhou finance center 31927830258516693 240094.77%
Our company limited
Zijin (Singapore)
3) international capital Singapore Wangchao finance center 666 0 666 – 40%
Our company limited
All Tomas
4 liex S.A. funded Argentina de lithium development 6058638472 22114 – 176963.50%
Son Mendoza pablos
Male Souza
Gold Division
5 leader Hong Kong Huang Xiaohong investment holding 0.74-100.00%
Holdings 0.74
Limited
Zijin international controls three import and export agents in Hainan Province
6-share Co., Ltd. Asia lanjianming has funds to engage in investment activities 344692147348197344477 42.75%
Move, etc
Zijin in Xinjiang has nonferrous metal smelting commonly used in Kezhou, Xinjiang
7 Color Metal Co., Ltd. Kashgar economic chexian precious metal smelting; Black gold 22857113493193640 583759.03%
The development zone of the company belongs to foundry, etc
Jilin Yanjin, copper, silver and others
8 nonferrous metals and non metals in Zhou Anliang, Hunchun, Zijin Tongbian Prefecture, Jilin 3268281984781283503900 61%
The company is engaged in smelting and processing of minerals at the municipal border
Economic Cooperation Zone
Geological technology service of zijinshi Lhasa Economic mine in Tibet;
Wujianhui Mining Technology Development Co., Ltd. 1920879872
Regional export trade, etc
Serbian purple, Serbian black, nonferrous metals
