Securities code: 000878 securities abbreviation: Yunnan Copper Co.Ltd(000878) Announcement No.: 2022-006 bond Code: 149134 bond abbreviation: 20 Yuntong 01
Announcement on signing performance commitment compensation agreement and related party transactions with Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd
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、 Overview of related party transactions
(I) overview of this connected transaction
Yunnan Copper Co.Ltd(000878) (hereinafter referred to as “the company”) intends to acquire 38.23% equity of Yunnan Diqing Nonferrous Metals Co., Ltd. (hereinafter referred to as “Diqing nonferrous metals” and “the target company”) held by Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. (hereinafter referred to as “the acquisition” or “the transaction”). After the completion of the acquisition, The company will hold 88.24% equity of Diqing nonferrous metals. The company and Yunnan Copper Group signed the conditional effective equity transfer agreement between Yunnan Copper Co.Ltd(000878) and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. on November 26, 2021 and the supplementary agreement to the conditional effective equity transfer agreement between Yunnan Copper Co.Ltd(000878) and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. on January 14, 2022. According to the above agreement, The specific compensation matters shall be determined by the performance commitment compensation agreement signed by both parties, which constitutes an integral part of the equity transfer agreement.
The company and Yunnan Copper Group signed the performance commitment compensation agreement on January 14, 2022, which was established after being signed and sealed by the legal representatives or authorized representatives of all parties. It will take effect after the equity of the subject company has been transferred to the company’s name and the industrial and commercial change has been completed.
(II) description of related party transactions
As Yunnan Copper Group is the controlling shareholder of the company, this transaction constitutes a connected transaction in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange.
(III) relevant review procedures
1. Voting of the board of directors
During the deliberation of relevant proposals at the 29th meeting of the 8th board of directors of the company, the related directors have avoided voting and the non related directors have voted; The non-public offering involves related party transactions, which need to be deliberated by the general meeting of shareholders after being deliberated and approved by the board of directors of the company. When the general meeting of shareholders of the company votes on matters related to the non-public offering of shares, related shareholders will withdraw from voting.
2. Prior approval and independent opinions of independent directors.
The related party transaction was approved in advance by the independent directors of the company and expressed independent opinions. (see Item 6 of this announcement for details).
According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction must be approved by the general meeting of shareholders, and the related shareholders interested in the related transaction will withdraw from voting. At the same time, this transaction is established after being signed and sealed by the legal representatives or authorized representatives of all parties, and takes effect after the equity of the subject company has been transferred to the company’s name and the industrial and commercial change has been completed (“completion of delivery”). This transaction does not constitute a major asset reorganization or listing as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
(I) the related party involved in this transaction is Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd
1. Basic information
Company name: Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd
Registered address: No. 111, Renmin East Road, Kunming, Yunnan
Nature of enterprise: other limited liability companies
Legal representative: Gao Xingfang
Registered capital: 1960784314 yuan
Unified social credit Code: 91530000216568762q
Date of establishment: April 25, 1996
2. Ownership structure:
No. shareholder name number of shares held (10000 shares) shareholding ratio (%)
1 China Copper Corporation 100000.00 51.00
2 Yunnan Metallurgical Group Co., Ltd. 96078.4314 49.00
Total: 196078.4314 100.00
The actual controller of Yunnan Copper Group is the SASAC of the State Council.
3. Business scope: production, sales, processing and development of non-ferrous metals and precious metals, geological survey and design, construction, scientific research of non-ferrous metals and precious metals, production and sales of mechanical power equipment, production, processing, sales, construction and installation of chemical products Project construction (if the above business scope involves licenses, the business shall be carried out according to the qualification certificates of member units). Non ferrous metals and their mineral products, finished products, chemical products and marble products produced by the enterprise, and the export business of self-produced products and related technologies of the enterprise; Operate the import business of raw and auxiliary materials, mechanical equipment, instruments and meters, spare parts and related technologies required by the enterprise’s production and scientific research. Operate the “three supplies and one compensation” business of the enterprise’s incoming material processing and overseas futures business (operate with a license). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) historical evolution and relevant financial data of Yunnan Copper Group
Yunnan Copper Group, approved by Yunnan Provincial People’s government and China Nonferrous Metals Industry Corporation on April 25, 1996, was jointly established by five state-owned large and medium-sized enterprises, including the former Yunnan Smelter, Dongchuan Mining Bureau, Yimen Mining Bureau, Dayao Copper Mine and mouding copper mine, and approved by Yunnan Administration for Industry and commerce. It is a large copper mining, beneficiation and smelting enterprise group in China.
The financial data of Yunnan Copper Group for the last year and the first period are shown in the table below:
Unit: 10000 yuan
Project September 30, 2021 December 31, 2020 (Unaudited) (audited)
Total assets 6162615.59 5629034.75
Total liabilities 4095394.89 3760004.62
Owner’s equity attributable to the parent company 1152717.18 1034247.10
Project from January to September 2021 to 2020
(Unaudited) (audited)
Operating income 10271217.22 10308751.63
Operating profit 172366.40 191660.34
Net profit 108459.72 115912.39
Yunnan Copper Group, the counterparty of this transaction, is not a dishonest executee.
(III) description of association relationship
As of the date of this announcement, the counterparty Yunnan Copper Group holds 37.51% of the equity of the company and is the controlling shareholder of the company. The above transactions constitute related party transactions.
3、 Main contents of this related party transaction agreement
Transferee: Yunnan Copper Co.Ltd(000878)
Transferor: Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd
(I) performance commitment period and profit forecast amount
1. The performance commitment period of this transaction (hereinafter referred to as “performance commitment period”) is three consecutive fiscal years (including the current year of this transaction delivery date) from the delivery date of this transaction, that is, if the delivery date is any day in 2022, the performance commitment period is 2022, 2023 and 2024; The performance commitment period expires on December 31, 2024. If the closing date of this transaction is postponed, the performance commitment period will be postponed accordingly, that is, if the closing date is any day in 2023, the performance commitment period will be three fiscal years: 2023, 2024 and 2025; The performance commitment period expires on December 31, 2025.
2. According to the asset appraisal report, the target company’s predicted net profits of mining rights in 2022, 2023 and 2024 are RMB 663162400, RMB 429038600 and RMB 381482600 respectively, totaling RMB 1473683600 (hereinafter referred to as “predicted net profits”).
3. The transferor promises that the cumulative net profit of mining right realized by Diqing nonferrous metals in the performance commitment period (refers to the net profit of mining right realized by the target company after deducting non recurring profits and losses, “committed net profit”) is not less than the predicted net profit calculated according to the above terms. If the performance commitment period of Diqing nonferrous metals is postponed, the amount of promised net profit after postponement shall be re determined according to the predicted net profit of mining right caliber listed in the evaluation report of Diqing nonferrous metals.
4. Within 3 months after the expiration of the performance commitment period, the transferee will hire an accounting firm that meets the requirements of the securities law to issue a “special audit report on performance commitment” on the difference between the total net profit of mining rights (hereinafter referred to as “realized net profit”) and the predicted net profit during the commitment period.
(II) implementation of profit forecast compensation
Both parties agree that if the accumulated net profit realized by Diqing nonferrous metals during the performance commitment period is higher than or equal to the promised net profit, the transferor does not need to make any performance commitment compensation to the transferee; If the accumulated net profit realized by Diqing nonferrous metals during the performance commitment period is lower than the promised net profit, the transferor shall compensate the transferee for the performance commitment (hereinafter referred to as “performance commitment compensation”). The specific compensation calculation formula is as follows:
Performance commitment compensation amount = (committed net profit – realized net profit) ÷ committed net profit × Consideration for the acquisition of the underlying equity.
After the compensation amount of performance commitment is determined, the transferee shall notify the transferor in writing within 5 working days after the issuance of the special audit report of performance commitment agreed in this agreement, and the transferor shall remit the compensation amount of performance commitment to the account designated by the transferee within 10 working days after receiving the notice.
(III) compensation for impairment of underlying equity
Both parties agree that within 3 months after the expiration of the performance commitment period, the transferee will hire an accounting firm meeting the requirements of the securities law to conduct impairment test on the underlying equity obtained through this transaction and issue a “special impairment audit report”. If the impairment amount of the underlying equity determined in the special impairment review report as of the expiration date of the performance commitment period is less than or equal to the compensation amount of performance commitment, the transferor does not need to compensate the transferee for the impairment of the underlying equity; If the impairment amount is higher than the performance commitment compensation amount, the transferor shall make impairment compensation to the transferee (hereinafter referred to as “end of period impairment compensation”). The specific compensation calculation formula is as follows:
Ending impairment compensation amount = ending impairment amount of underlying equity – Performance commitment compensation amount
Regardless of other terms of this agreement, the total amount of compensation paid by the transferor under this Agreement shall not exceed the consideration for the acquisition of the underlying equity of this transaction, that is, the total amount of performance commitment compensation and the amount of impairment compensation at the end of the period shall not exceed 1874757800 yuan.
After the amount of impairment compensation at the end of the period is determined, the transferee shall notify the transferor in writing within 5 working days, and the transferor shall remit the amount of compensation to the account designated by the transferee agreed in this agreement within 10 working days after receiving the notice.
(IV) liability for breach of contract
After this agreement takes effect, if the transferor fails to perform its obligations in accordance with this Agreement and causes losses to the transferee, it shall be liable for compensation. If the transferor fails to timely and fully pay the compensation agreed in this agreement to the transferee as agreed in this agreement, the transferor shall pay interest to the transferee at 0.05% of the daily interest of the unpaid compensation for each overdue day.
(V) effectiveness, dissolution and termination of the agreement
This Agreement shall be established after being signed and sealed by the legal representatives or authorized representatives of all parties, and shall take effect immediately after the subject equity has been transferred to the transferee’s name and the industrial and commercial change has been completed.
This agreement will be dissolved or terminated upon the earlier of any of the following circumstances:
1. Rescission or termination by consensus
Both parties have the right to cancel or terminate this agreement by jointly signing a written document.
2. If the equity transfer agreement is dissolved or terminated, this Agreement shall be dissolved or terminated at the same time.
Effect of contract dissolution or termination:
When this agreement is dissolved or terminated, the respective rights and obligations of both parties under this Agreement shall be terminated immediately. However, the following provisions shall continue to be valid: 1. According to this agreement, the provisions that shall continue to be performed after the dissolution or termination of this Agreement and other provisions that shall not be terminated according to their nature shall continue to be valid; 2. The dissolution or termination of this Agreement shall not affect any rights and obligations of both parties arising under this Agreement prior to the date of termination; And 3. Articles 5 (including Article 5) to 12 (including Article 12) of this Agreement shall remain in force.
4、 Purpose of this connected transaction and its impact on the company
Yunnan Copper Group signed the performance commitment compensation agreement with the company, which complies with the relevant provisions of the CSRC and follows the principles of fairness, impartiality and reasonableness, aims to ensure the practical implementation of the performance compensation commitments of related parties, and reflects the full protection of the interests of listed companies and minority shareholders.
5、 Accumulated various connected transactions with the related party from the beginning of 2021 to the disclosure date
From January 1, 2021 to the disclosure date of this announcement, the total amount of various related party transactions between the company and Yunnan Copper Group and its affiliated enterprises was 21668463800 yuan (the data was Unaudited).
6、 Prior approval opinions and opinions of independent directors
