Securities code: 000878 securities abbreviation: Yunnan Copper Co.Ltd(000878) Announcement No.: 2022-001 bond Code: 149134 bond abbreviation: 20 Yuntong 01
Announcement on resolutions of the 29th meeting of the 8th board of directors
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.
The notice of the 29th meeting of the eighth board of directors of Yunnan Copper Co.Ltd(000878) (hereinafter referred to as Yunnan Copper Co.Ltd(000878) or the company) was sent by e-mail on January 11, 2022, and the meeting was held in conference room 3222, Zhongtong building, No. 1 Huayun Road, Panlong District, Kunming City, Yunnan Province by means of on-site and communication on January 14, 2022. 11 directors should be present at the meeting and 11 directors actually present. The meeting is presided over by the chairman, Mr. Tian Yongzhong, and the company’s supervisors and senior managers attend as nonvoting delegates. The convening and convening of the meeting shall comply with the provisions of the company law, the Listing Rules of Shenzhen Stock Exchange and the articles of association, and shall be legal and effective. After full discussion, the directors present at the meeting deliberated and passed the following proposals by means of written voting:
1、 After the related directors withdrew from voting, they deliberated and adopted the proposal on the company’s revision of the plan for non-public development of A-Shares by 8 votes in favor, 0 against and 0 abstention;
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), and in combination with the specific situation of the company, The company revised the plan for this non-public offering of a shares, and the specific adjustments are as follows:
(x) purpose of raised funds
Before adjustment:
The total amount of funds (including issuance expenses) to be raised from this non-public offering of shares shall not exceed RMB 272.65 million. The net amount of funds raised after deducting issuance expenses is to be fully invested in the following projects:
No. total investment of the project invested by the raised funds
(10000 yuan) income (10000 yuan)
1. Acquisition of 38.23% equity of Diqing nonferrous metals held by Yunnan Copper Group 191150.00 191150.00
2. Supplement working capital and repay bank loans 81500.00 81500.00
Total 272650.00
Before the funds raised from the non-public offering are in place, the acquisition of 38.23% equity of Diqing nonferrous metals is subject to the approval of the CSRC.
If the actual amount of raised funds (after deducting the issuance expenses) is less than the total amount of raised funds to be invested in the above projects, within the finally determined scope of this raised investment project, the company will adjust and finally determine the priority of raised funds and the specific investment amount of each project according to the actual amount of raised funds, and the insufficient part of raised funds shall be raised by the company itself.
The final transaction price for the acquisition of 38.23% equity of Diqing nonferrous metals will be determined based on the evaluation results evaluated by an evaluation institution with securities and futures business qualification and approved or filed by the subject performing the responsibility of state-owned assets supervision and administration, and the supplementary agreement shall be signed by both parties to the transaction.
After adjustment:
The total amount of funds (including issuance expenses) to be raised from this non-public offering of shares shall not exceed 2674.7578 million yuan. The net amount of funds raised after deducting issuance expenses is to be fully invested in the following projects:
No. total investment of the project invested by the raised funds
(10000 yuan) income (10000 yuan)
1. Acquisition of 38.23% equity of Diqing nonferrous metals held by Yunnan Copper Group 187475.78 187475.78
2. Supplement working capital and repay bank loans 80000.00 80000.00
Total 267475.78
Among them, the transaction price for the acquisition of 38.23% equity of Diqing nonferrous metals is determined by reference to the evaluation results issued by an evaluation institution with securities and futures business qualification and filed with Chinalco group (filing No.: 8572zgly2021146).
Before the funds raised from the non-public offering are in place, the acquisition of 38.23% equity of Diqing nonferrous metals is subject to the approval of the CSRC.
If the actual amount of raised funds (after deducting the issuance expenses) is less than the total amount of raised funds to be invested in the above projects, within the finally determined scope of this raised investment project, the company will adjust and finally determine the priority of raised funds and the specific investment amount of each project according to the actual amount of raised funds, and the insufficient part of raised funds shall be raised by the company itself.
After the relevant matters are deliberated and approved by the general meeting of shareholders, they will be reported to the CSRC in accordance with relevant procedures. The issuance plan can be implemented only after being approved by the CSRC, and finally the plan approved by the CSRC shall prevail.
The proposal is a connected transaction. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the independent directors have expressed their prior approval opinions and independent directors’ opinions on the proposal.
Mr. Tian Yongzhong, Mr. Yao Zhihua and Mr. Wu Guohong are affiliated directors and avoid voting on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders associated with this proposal will avoid voting.
2、 After the related directors withdrew from voting, the proposal on the company’s 2021 plan for non-public development of A-Shares (Revised Draft) was considered and adopted by 8 votes in favor, 0 against and 0 abstention;
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents issued by the CSRC, As well as the standard for the content and format of information disclosure by companies offering securities to the public No. 25 – non-public offering plan and issuance report of listed companies, the company revised the non-public offering plan. For details, see the plan for non-public offering of A-Shares in Yunnan Copper Co.Ltd(000878) 2021 (Revised Draft) disclosed by the company on the designated information disclosure media.
The proposal is a connected transaction. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the independent directors have expressed their prior approval opinions and independent directors’ opinions on the proposal.
Mr. Tian Yongzhong, Mr. Yao Zhihua and Mr. Wu Guohong are affiliated directors and avoid voting on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders associated with this proposal will avoid voting.
3、 After avoiding the voting, the related directors considered and adopted the proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2021 (Revised Draft) by 8 votes in favor, 0 against and 0 abstention; In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, the company has prepared a special report on the feasibility analysis of the use of funds raised by this non-public offering of a shares.
For details, please refer to the feasibility analysis report (Revised Version) on the use of funds raised by non-public Development Bank A shares in Yunnan Copper Co.Ltd(000878) 2021 disclosed by the company on the designated information disclosure media.
The proposal is a connected transaction. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the independent directors have expressed their prior approval opinions and independent directors’ opinions on the proposal.
Mr. Tian Yongzhong, Mr. Yao Zhihua and Mr. Wu Guohong are affiliated directors and avoid voting on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders associated with this proposal will avoid voting.
4、 After avoiding the voting, the related directors deliberated and adopted the proposal on diluting the immediate return and filling measures (Revised Draft) of the company’s non-public Development Bank A shares with 8 votes in favor, 0 against and 0 abstention;
The company plans to issue non-public shares to specific objects according to the development plan and the actual situation of production and operation. According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market, the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return, and several opinions of the State Council on further promoting the healthy development of the capital market, The company has formulated the diluted immediate return and filling measures for non-public Development Bank A shares, carefully analyzed the impact of the diluted immediate return on the company’s main financial indicators, and put forward the measures to be taken.
For details, please refer to Yunnan Copper Co.Ltd(000878) announcement on risk tips and return filling measures (Revised Version) for diluting the immediate return of A-share shares of non-public development banks disclosed by the company on the designated information disclosure media.
The proposal is a connected transaction. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the independent directors have expressed their prior approval opinions and independent directors’ opinions on the proposal.
Mr. Tian Yongzhong, Mr. Yao Zhihua and Mr. Wu Guohong are affiliated directors and avoid voting on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders associated with this proposal will avoid voting.
5、 After avoiding the voting, the related directors deliberated and adopted the proposal on the independence of the evaluation institution, the rationality of the evaluation assumptions, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing with 8 votes in favor, 0 against and 0 abstention;
The board of directors of the company, after detailed verification of relevant appraisal matters in accordance with relevant laws and regulations, hereby explains the independence of the appraisal institution, the rationality of appraisal assumptions, the correlation between appraisal methods and appraisal purposes, and the fairness of appraisal pricing as follows:
(1) Independence of the evaluation organization
As the appraisal institution of this transaction, Zoomlion asset appraisal group Co., Ltd. (hereinafter referred to as “Zoomlion appraisal” and “appraisal institution”) has the appraisal qualification and securities and futures related business qualification. In addition to the business relationship of providing asset appraisal services for this transaction, the appraisal institution and its handling appraisers have no affiliated relationship with the company, the target company, the counterparty and its actual controller, and there are no actual and expected interests or conflicts affecting their provision of services, so they are independent.
(2) Evaluate the reasonableness of assumptions
The appraisal assumptions of the relevant asset appraisal report issued by Zoomlion appraisal for this transaction are in accordance with relevant national laws and regulations, follow the prevailing market practices or standards, comply with the actual situation of the appraised object, and no facts contrary to the appraisal assumptions are found. The appraisal assumptions are reasonable.
(3) Correlation between evaluation method and evaluation purpose
The purpose of this appraisal is to determine the value of the subject asset on the benchmark date of appraisal and provide value reference for this transaction. Zoomlion adopts the income method and asset-based method to evaluate the subject assets of this transaction respectively, and finally selects the evaluation value of the asset-based method as the evaluation result of the subject assets. In accordance with the requirements of relevant national laws and regulations and industry norms, following the principles of independence, objectivity, impartiality and science, and in accordance with the recognized asset appraisal methods, the necessary appraisal procedures have been implemented to evaluate the value of the subject asset on the benchmark date. The selected appraisal methods are reasonable and the appraisal conclusions are objective It fairly reflects the actual situation of the appraisal object on the benchmark date, and the appraisal method is consistent with the appraisal purpose.
(4) Evaluate the fairness of pricing
This transaction is based on the evaluation results of the evaluation report issued by the evaluation institution with relevant securities and futures business qualifications, and the transaction pricing method is reasonable. The appraisal institution employed in this transaction meets the requirements of independence, has corresponding business qualification and competence, has sufficient reasons for the selection of appraisal methods, has carried out on-site verification in accordance with the requirements of asset appraisal standards and other laws and regulations, has obtained corresponding evidence, and the appraisal pricing is fair. The appraisal report takes reasonable values of the asset discount rate, income distribution in the forecast period and other appraisal parameters used in the appraisal of the subject assets of the transaction. The appraisal result objectively and fairly reflects the actual situation of the appraisal object on the benchmark date, and the appraisal result is fair.
In conclusion, the company believes that the appraisal institution selected by the exchange is independent, the premise of appraisal assumptions is reasonable, the relevance of appraisal methods and appraisal purposes is consistent, the appraisal conclusion of the asset appraisal report issued is reasonable and the appraisal price is fair.
The proposal is a connected transaction. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the independent directors have expressed their prior approval opinions and independent directors’ opinions on the proposal.
Mr. Tian Yongzhong, Mr. Yao Zhihua and Mr. Wu Guohong are affiliated directors and avoid voting on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders associated with this proposal will avoid voting.
6、 After the related directors withdrew from voting, the proposal on Approving the audit report and asset evaluation report related to this transaction was considered and adopted by 8 votes in favor, 0 against and 0 abstention;
In accordance with the measures for the administration of securities issuance of listed companies and other relevant requirements, the company hired an audit and evaluation institution with securities and futures qualification to audit and evaluate the assets involved in the company’s transaction. Xinyong
