Securities code: Tongling Nonferrous Metals Group Co.Ltd(000630) securities abbreviation: Tongling Nonferrous Metals Group Co.Ltd(000630) Announcement No.: 2022014 Tongling Nonferrous Metals Group Co.Ltd(000630) announcement on the signing of the investment agreement for 80000 tons of cathode copper project of Austrian furnace electrolysis and double flash energy conservation and environmental protection upgrading project by Jinguan copper branch
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.
1、 Transaction overview
（1） Basic information of transaction
In order to maximize the production capacity of existing sites and facilities, further tap the potential of energy conservation, consumption reduction, cost reduction and efficiency increase, and significantly enhance the anti risk ability and comprehensive competitiveness of enterprises, Tongling Nonferrous Metals Group Co.Ltd(000630) (hereinafter referred to as "the company") plans to tap the potential of the Austrian furnace electrolysis process of Tongling Nonferrous Metals Group Co.Ltd(000630) Jinguan copper branch (hereinafter referred to as "Jinguan copper branch") and upgrade the double flash plant for energy conservation and environmental protection. Jinguan copper branch is mainly engaged in copper smelting and other businesses, and is one of the main smelters of the company. Meanwhile, Jinguan copper branch, Tongling Municipal People's government and Tongling Economic and Technological Development Zone Management Committee signed the investment agreement on the 80000 ton cathode copper project and double flash energy conservation and environmental protection upgrading project of Austrian furnace electrolysis in Tongling City, Anhui Province on April 13, 2022. The total investment of the project is 2 billion yuan and the investment in fixed assets is 1.3 billion yuan, including 600 million yuan in phase I and 700 million yuan in phase II. The project investment will be solved by the company through its own funds or self raised funds. The company will carry out follow-up project investment and construction according to the actual situation, and fulfill the corresponding decision-making procedures and information disclosure obligations.
（2） Deliberations of the board of directors
The company held the 23rd Meeting of the 9th board of directors on April 12, 2022, which deliberated and approved the proposal of the company on signing the investment agreement for the 80000 ton cathode copper project of Austrian furnace electrolysis and the double flash energy conservation and environmental protection upgrading project by Jinguan copper branch. The board of directors agreed to authorize the chairman of the company and his authorized persons to sign agreements, contracts and other documents related to the project, At the same time, the chairman of the company and his authorized persons are authorized to be responsible for the implementation of specific matters of the project.
（3） Approval procedures to be performed
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the articles of association and so on, this transaction does not need to be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. This transaction does not constitute a related party transaction, does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of partners
The partners of the agreement are Tongling Municipal People's government and the Management Committee of Tongling Economic and Technological Development Zone, and have no relationship with the controlling shareholder and actual controller of the company, shareholders holding more than 5% of the company, directors, supervisors and senior managers.
3、 Main contents of the agreement
(I) agreement subject
Party A: Tongling Municipal People's Government
Party B: Tongling Economic and Technological Development Zone Management Committee
Party C: Tongling Nonferrous Metals Group Co.Ltd(000630) Jinguan copper branch
(II) main contents of the agreement
1. Project overview
(1) Project Name: Tongling Nonferrous Metals Group Co.Ltd(000630) Jinguan Copper Industry Branch Austrian furnace electrolysis 80000 tons new cathode copper project and double flash energy conservation and environmental protection upgrading project.
(2) Project construction content: the total investment of the project is 2 billion yuan. The main construction contents of the phase I project double flash energy conservation and environmental protection upgrading and transformation project include the transformation and addition of smelting, acid making, slag beneficiation, electrolytic refining, oxygen making and waste heat power generation production facilities of flash smelting system. After the project is completed, the anode copper production capacity will be increased by 80000 tons / year and the sulfuric acid production capacity will be increased by 280000 tons / year. The second phase of the project is to add 80000 tons of cathode copper for Austrian furnace electrolysis. The project uses the main plant of the existing electrolysis workshop to add 288 electrolytic cells.
(3) The total investment of the project is 2 billion yuan, and the investment in fixed assets is 1.3 billion yuan, including 600 million yuan for phase I project and 700 million yuan for phase II project.
2. Project land
(1) Location and area: the project is located in the existing plant area of Jinguan Copper Co., Ltd., Xihu 2nd Road, Tongling Economic Development Zone, with a total land area of 200 mu.
(2) Land use, ownership nature and service life: the project is industrial land, and the industrial type is the secondary industry.
3. Project construction
(1) Construction period: the construction period of the project is 24 months, and the construction must be started before April 30, 2022. All projects shall be completed and put into operation before April 30, 2024, and pass the completion acceptance organized by relevant departments of Party A and Party B. However, due to the delay of administrative approval and other relevant procedures of Party A and Party B, the construction period of Party C shall be postponed accordingly.
(2) Investment intensity: no less than 3 million yuan per mu. The recognition of fixed asset investment amount shall be determined in accordance with the accounting law of the people's Republic of China. The original tax invoice shall be used for equipment investment, the Tongling construction and installation business tax and other tax invoices shall be used for construction projects, and the land price shall be subject to the actually paid transfer fee. (3) Planning indicators: Party C carries out planning and design in accordance with the approved planning and design conditions, and promises that all construction indicators of the project comply with the relevant provisions of Tongling City.
4. Project company
(1) Party C guarantees that the investment agreement, articles of association, financing documents and all contracts related to the project are consistent with the contract in all substantive terms.
(2) Party C guarantees that the operation period of the project in Tongling Economic Development Zone will not be less than 10 years after the project is put into operation. If the operation period of the project in Tongling Economic Development Zone is less than 10 years or the place of registration or tax payment is changed to an area outside the economic development zone due to Party C's own reasons, Party A and Party B have the right to unilaterally terminate the agreement immediately, and the unfulfilled support policies will not be fulfilled.
5. Preferential policies
Senior executives and core technicians of Jinguan copper enjoy relevant tax preferences.
6. Liability for breach of contract
(1) In case of any of the following circumstances, the performance of this contract shall be terminated.
All agreements related to the project signed by Party C are inconsistent with this agreement in terms of substantive terms without the written consent of Party A and Party B;
Without the written consent of Party A and Party B, Party C reduces the registered capital or cancels the company.
(2) If Party C violates the construction period and progress agreed in the agreement, Party A and Party B can urge. If there is still no progress after the urging, Party A and Party B have the right to investigate Party C's liability for breach of contract by partially or completely canceling the preferential policies given to Party C, recovering the project land or terminating the agreement according to the degree of breach of contract. (3) If Party C changes the nature of the project or land use without authorization, Party A, Party B and relevant departments have the right to terminate this contract and require Party C to make economic compensation.
(4) If Party C causes idle land, it shall dispose of it in accordance with the relevant provisions of the measures for the disposal of idle land, and will no longer enjoy the preferential policies and treatment given by Party A and Party B. If Party C transfers the project without the consent of Party A and Party B, Party A and Party B have the right to terminate the agreement.
(5) After the cancellation or termination of this agreement, Party A and Party B or the department affiliated to Party A and Party B shall entrust a qualified evaluation institution to evaluate the enterprise assets, and Party A and Party B shall purchase the enterprise assets at the evaluation price, or Party A and Party B or the department affiliated to Party a and Party B shall conduct public auction of the enterprise assets according to law, and the auction proceeds shall be owned by Party C after deducting Party C's compensation for breach of contract.
7. Effective conditions and time of the contract
This Agreement shall come into force as of the date when it is signed and sealed by the three parties.
4、 Purpose, existing risks and impact on the company of foreign investment
（1） Transaction purpose
The company has been deeply engaged in the copper industry for many years, has profound technical accumulation in the field of copper smelting, and ranks in the forefront of the world. This time, the company plans to tap the potential of the Austrian furnace electrolysis process of the company's Jinguan copper branch, upgrade the double flash plant area for energy conservation and environmental protection, and sign the investment agreement for the new 80000 ton cathode copper project of Austrian furnace electrolysis and the double flash energy conservation and environmental protection upgrading project with Tongling Municipal People's government and the Management Committee of Tongling Economic and Technological Development Zone, in order to maximize the production capacity of existing sites and facilities, Further tap the potential of energy conservation, consumption reduction, cost reduction and efficiency increase, significantly enhance the anti risk ability and comprehensive competitiveness of enterprises, further improve the scale of enterprises and promote the development of enterprises.
（2） Existing risks
1. The investment may face risks such as macroeconomic, industrial policies, changes in market environment and operation management, resulting in the risk that the project cannot achieve the expected income after investment.
2. The investment project still needs to go through the filing and approval procedures such as project initiation and environmental assessment in accordance with the provisions of national laws and administrative regulations.
3. There is a certain degree of uncertainty in the actual production time of the project, which must depend on the approval of relevant competent departments, or there is a risk of failure to pass the approval of relevant regulatory departments.
In conclusion, there may be some risks in the company's investment. Please invest rationally and pay attention to the investment risks.
（3） Impact on the company
This investment is of great and positive significance to the future development of the company, is conducive to further enhance the scale of the enterprise, enhance the comprehensive competitiveness of the company, is conducive to the sustainable and high-quality development of the company, and is expected to produce good economic and social benefits. The investment amount is large, and the source of investment is the self owned funds or self raised funds of the project construction unit. The company will actively raise funds in direct or indirect ways to ensure that the project implementation schedule is arranged according to the strategic development plan and actual situation without affecting the health of daily production and operation cash flow, which will not affect the company's daily operation and have a significant adverse impact on the company's future financial and operating conditions.
5、 Documents for future reference
1. Resolutions of the 23rd Meeting of the ninth board of directors of the company;
2. Project investment agreement.
It is hereby announced
Tongling Nonferrous Metals Group Co.Ltd(000630) board of directors April 13, 2022
