Sinomine Resource Group Co.Ltd(002738)
Securities code: Sinomine Resource Group Co.Ltd(002738) securities abbreviation: Sinomine Resource Group Co.Ltd(002738) Announcement No.: 2022055 bond Code: 128111 bond abbreviation: China Mining convertible bond
Sinomine Resource Group Co.Ltd(002738)
Announcement on carrying out cross-border capital pool settlement business
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.
Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as “the company” or “the company”) held the 21st Meeting of the 5th board of directors on May 18, 2022, deliberated and adopted the proposal on carrying out cross-border capital pool settlement business. It is agreed that the company, as the host enterprise, applies to the bank for carrying out cross-border capital pool settlement business (hereinafter referred to as “cross-border capital pool business”), with a centralized external debt of US $228.02 million and a centralized overseas loan of US $186.42 million.
The above matters do not involve related party transactions, nor do they constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and do not need to be submitted to the general meeting of shareholders of the company for deliberation. The details are as follows:
1、 Background of carrying out cross-border capital pool business
By carrying out cross-border fund pool business, the company and its subsidiaries will further realize the integration of cross-border fund management between domestic and foreign entities, and carry out centralized fund balance and shortage adjustment and collection management, which will effectively reduce the company’s financial cost, improve the efficiency of fund use, and strengthen the security of the company’s overseas fund management, so as to better support the business development of the company and its subsidiaries. The necessity of carrying out various business types and the source of funds are as follows:
1. Centralized management of foreign debt quota
Considering the long-term strong market demand for new energy vehicles, the company plans to further expand the lithium salt production capacity and expand the existing 25000 ton lithium salt production line into 60000 tons; At the same time, it is planned to increase the development and procurement of raw material mineral resources such as spodumene, lithium permeable feldspar and cesium garnet to ensure the supply of raw materials for the company’s current and proposed new capacity. In order to ensure the above business plan, it is expected that a large amount of funds will need to be invested in the next two years. Through the centralized quota management of foreign debt, it is convenient for the company to flexibly allocate funds and meet capital needs.
The capital source of this foreign debt line is the self owned funds and overseas financing of overseas members of the company, and the purpose is domestic project construction and daily operation.
2. Centralized management of overseas loan limit
Sinomine Resource Group Co.Ltd(002738)
The amount of overseas loans applied by the company is mainly used for the project construction and daily operation of overseas members. It is planned to further increase resource development for mines owned by overseas subsidiaries, and transport mineral resources back to China as soon as possible to ensure the supply of raw materials for Chinese production lines. The construction of the above projects is expected to invest a large amount of funds in the next two years. Through the centralized management of overseas loan amount, it can provide financial support for the engineering construction and daily operation of overseas members.
The fund source of this overseas loan line is the self owned funds of domestic members, and the purpose is the project construction and daily operation of overseas members.
3. Centralized collection and payment of current account funds
(1) The scale of foreign exchange revenue and expenditure is relatively high
The company is an export-oriented enterprise. In 2021, about 43% of its business was concentrated abroad. From 2020 to 2021, the total foreign exchange revenue and expenditure of domestic member enterprises exceeded US $100 million. With the improvement of the new energy market, the company’s domestic demand for purchasing spodumene and lithium permeable feldspar raw materials (for lithium salt production) from abroad has gradually increased, and the sales volume of lithium salt sold abroad has also gradually increased. It is expected that the amount of foreign exchange revenue and expenditure will gradually increase in the future. The establishment of a capital pool is conducive to the company’s unified regulation of foreign exchange management of member enterprises.
(2) Avoid the loss of foreign exchange settlement and sales caused by business differences of domestic member companies
The company’s domestic member enterprises have great differences in their main businesses and different demands for foreign exchange revenue and expenditure. Due to business differences, some member enterprises often have the demand for foreign exchange purchase and some other members have the demand for foreign exchange settlement, which has caused a certain loss of foreign exchange settlement and sales to the company as a whole. Through the centralized collection and payment of current account funds, the member enterprises in the capital pool can share surplus funds, complement each other’s strengths and weaknesses, and avoid exchange rate risk, Reduce the company’s foreign exchange fund management cost. 2、 Fund pool business
1. Business Overview
Cross border capital pool business refers to the cross-border capital centralized operation business carried out by the company between domestic and foreign member enterprises according to its own operation and management needs, and the business of centralized foreign debt quota, centralized overseas loan quota and centralized collection and payment of current account funds, so as to facilitate the company’s Cross-border capital centralized management and support the operational capital management activities between the company and the member enterprises in the pool.
In view of the business needs of the company, the cross-border capital pool business is carried out this time, with a centralized external debt of US $228.02 million and a centralized overseas loan of US $186.42 million. Within the business term, the quota can be recycled.
2. Name of Sponsor: Sinomine Resource Group Co.Ltd(002738) .
3. Settlement bank: Industrial Bank Co.Ltd(601166) Beijing Branch and Bank Of Ningbo Co.Ltd(002142) North Branch
Sinomine Resource Group Co.Ltd(002738) Beijing Branch and other settlement banks with international settlement business capacity, subsequent companies can adjust the above settlement banks and quantity according to the actual business development needs.
4. Fund pool members: Jiangxi Dongpeng new materials Co., Ltd., Beijing aokaiyuan Technology Development Co., Ltd., China Mining (Hong Kong) rare metal resources Co., Ltd., China Mining international exploration (Hong Kong) Holding Co., Ltd. and China Mining (Hong Kong) lithium industry Co., Ltd.
All wholly-owned and holding subsidiaries of the company at home and abroad have the right to participate in the company’s capital pool business. Subsequent companies can adjust the name and number of the above member subsidiaries participating in the business according to the actual business development needs.
5. Security of funds
(1) The company will designate a special account as the settlement account for participating in the cross-border capital pool business.
(2) The member enterprises supervised by the company into the pool are wholly-owned subsidiaries or holding subsidiaries within the scope of the company’s consolidated statements to ensure the company’s effective control over the capital pool. If a member enterprise fails to meet the pool entry requirements due to changes in equity and investment relations, the company will apply to the bank for corresponding changes in time.
(3) The company’s pooled funds will be in strict accordance with the bank’s management requirements and the relevant provisions of the cross-border fund pool to ensure the legal and compliant use of the fund pool.
(4) The deposit bank of the capital pool will conduct due diligence on the source and use of the company’s capital pool in accordance with the regulations.
3、 Risk management mode
1. The company handled the cross-border capital pool business in strict accordance with the relevant management requirements of the bank and opened a special deposit account, which is specially used for handling the cross-border capital pool business.
2. The funds in the special account of the capital pool shall not be mixed with other funds, and the funds involved in the collection shall be the self owned funds of domestic and foreign members and overseas financing.
3. The Audit Department of the company will conduct regular or irregular audit and supervision on the use of funds in the fund pool, and conduct a comprehensive inspection on all funds and related businesses in the fund pool.
4. The company will strictly abide by the Listing Rules of Shenzhen Stock Exchange and the relevant provisions of the people’s Bank of China, and carry out the above fund management business in a legal and compliant manner.
4、 Authorization of relevant matters
The board of directors of the company authorizes the operation and management of the company to be fully responsible for handling various specific matters related to the capital pool business, including but not limited to adjusting the list of domestic and foreign member enterprises participating in the capital pool business, selecting and adjusting the settlement bank, signing the cross-border capital pool business agreement and handling other relevant matters in the process of carrying out the business.
Sinomine Resource Group Co.Ltd(002738) authorization is valid from the date of deliberation and approval by the board of directors to the date of termination of cross-border capital pool business.
5、 Impact of this event on the company
This event does not affect the normal operation of the company and its subsidiaries. It aims to meet the capital needs of the company and its subsidiaries for business development and daily operation, and is conducive to improving the overall capital utilization rate of the company. This transaction does not damage the interests of the company or shareholders, especially minority shareholders, and will not have an adverse impact on the company’s future financial status and operating results.
6、 Opinions of independent directors
The independent directors believe that the company’s cross-border capital pool business will further realize the integration of cross-border capital management between the company and its subsidiaries, facilitate the company’s centralized fund balance and shortage adjustment and collection management, improve the efficiency of fund use, strengthen the security of the company’s overseas capital management, and better support the development of the company’s and its subsidiaries’ business. Therefore, all independent directors unanimously agreed to carry out cross-border capital pool settlement business this time.
7、 Documents for future reference
1. Resolution of the 21st Meeting of the 5th board of directors of the company.
2. Resolution of the 17th meeting of the 5th board of supervisors of the company.
3. Independent opinions of independent directors on matters related to the 21st Meeting of the Fifth Board of directors of the company. It is hereby announced.
Sinomine Resource Group Co.Ltd(002738) board of directors may 18, 2022
