Securities code: Zijin Mining Group Company Limited(601899) stock abbreviation: Zijin Mining Group Company Limited(601899) No.: pro 2022017
Zijin Mining Group Company Limited(601899)
Special report on the deposit and actual use of raised funds in 2021
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.
In accordance with the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and relevant format guidelines, The deposit and actual use of the raised funds of Zijin Mining Group Company Limited(601899) (hereinafter referred to as “the company”) in 2021 are described as follows: I. Basic information of the raised funds
(I) actual amount of raised funds and arrival time
1. Non public offering of shares in 2016
Approved by the reply on approving Zijin Mining Group Company Limited(601899) non-public Development Bank shares (zjxk [2017] No. 289) of China Securities Regulatory Commission, the company issued 1490475241 ordinary shares (A shares) in May 2017 at a non-public price of 3.11 yuan per share, and the total amount of raised funds was 463537799951 yuan. After deducting the issuance expenses of 3845804059 yuan, The net amount of funds actually raised was RMB 459691995892. Ernst & Young Huaming Certified Public Accountants (special general partnership) has verified the capital availability of the company’s issuance, and issued the Zijin Mining Group Company Limited(601899) capital verification report (Ernst & Young Huaming (2017) Yan Zi No. 60468092h02) on May 24, 2017.
2. Public additional shares in 2018
Approved by the reply on approving Zijin Mining Group Company Limited(601899) additional shares issued by CSRC (zjxk [2019] No. 1942), the company publicly issued 2346041055 ordinary shares (A shares) in November 2019, with the issue price of 3.41 yuan per share, the total amount of raised funds of 799999999755 yuan, deducting the issue expenses of 15257203012 yuan, The net amount of funds actually raised was 784742796743 yuan. Ernst & Young Huaming Certified Public Accountants (special general partnership) has verified the capital availability of the company’s issuance, and issued the Zijin Mining Group Company Limited(601899) capital verification report (Ernst & Young Huaming (2019) Yan Zi No. 60468092h01) on November 21, 2019.
3. Public issuance of convertible corporate bonds in 2020
With the approval of the reply on approving Zijin Mining Group Company Limited(601899) public issuance of convertible corporate bonds (zjxk [2020] No. 2613) issued by the CSRC, the company publicly issued convertible corporate bonds with a total face value of RMB 6 billion, and the total amount of funds raised was RMB 600 million.00. After deducting underwriting and recommendation fees of RMB 27 million.00, the company actually received subscription funds for convertible corporate bonds of RMB 5973000000000, After deducting lawyer’s fees, accountant’s fees, registration fees, credit evaluation fees, information disclosure fees and other issuance expenses, the total amount of value-added tax input tax that can be deducted is RMB 177203773, and the actual net amount of raised funds is RMB 597028506725. Ernst & Young Huaming Certified Public Accountants (special general partnership) has verified the capital availability of the company’s issuance, and issued the verification report of funds raised by Zijin Mining Group Company Limited(601899) public issuance of convertible corporate bonds (Ernst & Young Huaming (2020) Yan Zi No. 60468092h01) on November 9, 2020.
(II) use of raised funds
As of December 31, 2021, all the funds raised by non-public offering in 2016 and public additional offering in 2018 have been used up, and the relevant special accounts for raised funds have gone through the cancellation procedures; In 2020, the fund-raising funds of convertible corporate bonds have been invested in the raised investment projects of 45449383 million yuan, and the balance of unused raised funds is 14629642 million yuan (including the interest generated by raising bank deposits and deducting bank handling charges).
2、 Management of raised funds
In order to regulate the management and use of the raised funds and protect the rights and interests of investors, the company, in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies (CSRC announcement [2012] No. 44) The measures for the administration of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) and the guidelines for the format of No. 1 interim announcement of the memorandum on daily information disclosure of listed companies – No. 16 special report on the deposit and actual use of raised funds of listed companies (revised in 2015) of Shanghai Stock Exchange and other relevant regulations and requirements, combined with the actual situation of the company, The measures for the management of Zijin Mining Group Company Limited(601899) raised funds (hereinafter referred to as the “measures for the management of raised funds”) was formulated and approved by the general meeting of shareholders of the company.
(I) signing of the tripartite supervision agreement on the storage of raised funds in the special account
1. Non public offering of shares in 2016
According to the measures for the administration of raised funds, on June 14, 2017, the company and Anxin securities signed the tripartite supervision agreement on the storage of raised funds special account with Industrial And Commercial Bank Of China Limited(601398) Shanghang sub branch (hereinafter referred to as “ICBC Shanghang sub branch”), Agricultural Bank Of China Limited(601288) Shanghang County sub branch (hereinafter referred to as “ABC Shanghang sub branch”) and Industrial Bank Co.Ltd(601166) Shanghang sub branch (hereinafter referred to as ” Industrial Bank Co.Ltd(601166) Shanghang sub branch”); respectively; On July 13, 2017, the company, Zijin Copper Co., Ltd. (hereinafter referred to as “Zijin Copper”) and Anxin securities signed the four party supervision agreement on special account storage of raised funds with ICBC Shanghang branch; The company, Jinshan (Hong Kong) International Mining Co., Ltd. (hereinafter referred to as “Jinshan Hong Kong”) and Anxin securities signed the four party supervision agreement on special account storage of raised funds with Shanghang branch of Agricultural Bank of China; The company, musonoi Mining Co., Ltd. (hereinafter referred to as “musonoi company”) and Anxin securities signed the four party supervision agreement on special account storage of raised funds with Shanghang branch of Agricultural Bank of China.
On June 19, 2018, the company, ICBC Shanghang sub branch and Anxin securities respectively cooperated with Zijin International Mining Co., Ltd. (hereinafter referred to as “Zijin international”), a wholly-owned subsidiary of the company, and Heilongjiang Duobaoshan Copper Co., Ltd. (hereinafter referred to as “Duobaoshan copper”) Heilongjiang Zijin Copper Co., Ltd. (hereinafter referred to as “Heilongjiang Zijin Copper”) completed the signing of three quadripartite supervision agreements on the storage of raised funds in the special account for raised funds after the change of raised investment projects, clarifying the rights and obligations of all parties. There is no significant difference between the above regulatory agreement and the tripartite regulatory agreement on raised funds (model) formulated by Shanghai Stock Exchange, and the actual performance is good.
2. Public additional shares in 2018
According to the measures for the administration of raised funds, on November 22, 2019, the company and Anxin securities signed the tripartite supervision agreement on the storage of raised funds with Fujian Branch of China Development Bank, Shanghang branch of ICBC and Shanghang branch of China Construction Bank. There is no significant difference between the above regulatory agreement and the tripartite regulatory agreement on raised funds (model) formulated by Shanghai Stock Exchange, and the actual performance is good.
3. Public issuance of convertible corporate bonds in 2020
According to the measures for the management of raised funds, after the raised funds are in place, the company and Anxin securities signed the tripartite supervision agreement on the storage of raised funds special account with ICBC Shanghang sub branch, Agricultural Bank of China Shanghang sub branch and Industrial Bank Co.Ltd(601166) Shanghang sub branch respectively; The company, Jinshan Hong Kong and Anxin securities signed the four party supervision agreement on the storage of special account for raised funds with Shanghang branch of ICBC and Shanghang branch of Agricultural Bank of China respectively; The company, Heilongjiang Tongshan Mining Co., Ltd. (hereinafter referred to as “Heilongjiang Tongshan mining”), Anxin securities and Industrial Bank Co.Ltd(601166) Shanghang sub branch signed the four party supervision agreement on the storage of special account for raised funds; The company, Serbia Zijin Mining Group Company Limited(601899) Co., Ltd. (hereinafter referred to as “Serbia Zijin Mining Group Company Limited(601899) “) and Anxin securities signed the four party supervision agreement on the storage of special account for raised funds with Bank Of China Limited(601988) (Serbia) Co., Ltd; The company, cukarupeki B.V. and Anxin securities signed the four party supervision agreement on the storage of special account for raised funds with Rotterdam branch of Bank Of China Limited(601988) (Luxembourg) Co., Ltd; The company, Heilongjiang Zijin Mining Group Company Limited(601899) Co., Ltd. (hereinafter referred to as “Heilongjiang Zijin Mining Group Company Limited(601899) “) and Anxin securities signed the four party supervision agreement on special account storage of raised funds with Industrial Bank Co.Ltd(601166) Shanghang sub branch. There is no significant difference between the above regulatory agreement and the tripartite regulatory agreement on raised funds (model) formulated by Shanghai Stock Exchange, and the actual performance is good.
(II) storage of raised funds in special account
1. Non public offering of shares in 2016
As of December 31, 2021, the deposit and actual use of the funds raised by the company’s non-public offering of shares in the special account in 2016 are as follows:
Unit: RMB 10000
raise
Account Name: special account for raised funds of account no. of opening bank remarks account initial amount special account
balance
Zijin Mining Group Company Limited(601899) Group Co., Ltd. Shanghang sub branch of ICBC 141 Guangdong Dongpeng Holdings Co.Ltd(003012) 902098997 — sold account limited company
Zijin Copper Co., Ltd. ICBC Gujiao sub branch 141 Jiangsu Chuanzhiboke Education Technology Co.Ltd(003032) 910000979310510.22 – account closed
Zijin Mining Group Company Limited(601899) Group Co., Ltd. has Agricultural Bank of China Shanghang sub branch 137401010614418703821 – Sold account limited company
Jinshan (Hong Kong) International Mining and Agricultural Bank of China Shanghang sub branch 137401140484 Sichuan Datong Gas Development Co.Ltd(000593) 8132.75 – closed account Co., Ltd
Musonoi mining simple share Shanghang sub branch of Agricultural Bank of China 137401140484 Guangdong Provincial Expressway Development Co.Ltd(000429) 7947.25 – closed Share Co., Ltd
Zijin Mining Group Company Limited(601899) group shares Industrial Bank Co.Ltd(601166) Shanghang 1750101001 Henan Shenhuo Coal&Power Co.Ltd(000933) 0312610307 – cancelled Account Limited company sub branch
Zijin International Mining Co., Ltd. Shanghang branch of ICBC 141 Zhejiang Walrus New Material Co.Ltd(003011) 9 Weihai Guangtai Airport Equipment Co.Ltd(002111) 021 — account closed department
Heilongjiang Duobaoshan Copper Co., Ltd. Shanghang sub branch of ICBC 141 Zhejiang Walrus New Material Co.Ltd(003011) 9 Weihai Guangtai Airport Equipment Co.Ltd(002111) 1145 — closed Share Co., Ltd
Heilongjiang Zijin Copper Co., Ltd. Shanghang branch of ICBC 141 Guangdong Dongpeng Holdings Co.Ltd(003012) 9 Sansteel Minguang Co.Ltd.Fujian(002110) 601 — closed company
Total 45973150-
Note: the difference between the initial total amount of the special account for raised funds of 4597315 million yuan and the initial net amount of raised funds of 459692 million yuan is 395000 yuan. The reason for the difference is that the company uses the non raised funds to pay the issuance expenses of 395000 yuan to the intermediary before receiving the funds raised by non-public offering of shares, This part of the issuance expenses has been deducted in the calculation of the initial net amount of the raised funds, but has not been deducted from the special account of the raised funds. As of December 31, 2019, all the above raised funds have been used up and the above special accounts have been closed.
2. Public additional shares in 2018
As of December 31, 2021, the deposit and actual use of the funds raised by the company’s public issuance of additional shares in the special account in 2018 are as follows:
Unit: RMB 10000
Special fund-raising of raised funds
Account name opening bank account number initial amount special account remarks
balance
Zijin Mining Group Company Limited(601899) Group Co., Ltd. has CDB Fujian 351015 Weifang Yaxing Chemical Co.Ltd(600319) 9282 China Tianying Inc(000035) 000000 – Sold account Co., Ltd
