Securities code: 000878 securities abbreviation: Yunnan Copper Co.Ltd(000878) Announcement No.: 2022-008 bond Code: 149134 bond abbreviation: 20 Yuntong 01
Announcement on signing equity custody 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
In order to effectively solve the problem of horizontal competition between Yunnan Copper Co.Ltd(000878) (hereinafter referred to as “the company”) and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. (hereinafter referred to as “Yunnan Copper Group”), the company and Yunnan Copper Group signed the equity custody agreement between Yunnan Copper Co.Ltd(000878) and Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. (hereinafter referred to as “equity custody agreement”) on January 14, 2022, Yunnan Copper Group authorizes the company to manage the 40% equity of Liangshan Mining Co., Ltd. (hereinafter referred to as “Liangshan Mining”).
(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.
2. Prior approval and independent opinions of independent directors
This connected transaction has been approved in advance by the independent directors of the company and issued independent opinions (see item 8 of this announcement for details).
This transaction will take effect after the legal representatives or authorized representatives of both parties sign and affix official seals, and the equity custody matters under the equity custody agreement have obtained all necessary internal authorizations of the company. 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、 Basic information of related party transactions
The subject matter of this trust is 40% equity of Liangshan Mining. The basic information of Liangshan Mining is as follows:
Company name: Liangshan Mining Co., Ltd
Date of establishment: October 24, 2001
Registered capital: 60 million yuan
Legal representative: Wang Shiyu
Registered address: Mining Department area, Lvshui Town, Huili County, Liangshan Prefecture, Sichuan Province
Enterprise type: other joint stock limited companies (unlisted)
Unified social credit Code: 915100007333906405
Business scope: licensed business items: Mining of copper mine and associated ore; Sulfuric acid, oxygen and nitrogen production; (the above items and duration shall be subject to the license). General business projects (the following scope does not include pre license projects, and post license projects shall be operated with licenses or approval documents): beneficiation of copper ore and co associated ore; Technical services for mining development; Non ferrous metal smelting and calendering; Wholesale and retail of goods; Manufacturing of special equipment; Import and export industry. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
4、 Pricing policy and basis of related party transactions
This transaction is based on the principle of fairness and mutual benefit and determined by both parties through negotiation with reference to the market price. The pricing is fair.
5、 Main contents of this related party transaction agreement
Client: Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd
Trustee: Yunnan Copper Co.Ltd(000878)
(I) subject matter and scope of custody
1. The custody object of this agreement is the 40% equity of Liangshan Mining held by the entrusting party (hereinafter referred to as the “custody object”).
2. Both parties agree that the trustee, on behalf of the entrusting party, shall exercise other shareholders\’ rights corresponding to the subject matter of trusteeship in accordance with the articles of association of Liangshan Mining Co., Ltd., laws and regulations of the people’s Republic of China and other normative documents, except the right of income, the right to require dissolution of the company, the right of liquidation, the right of distribution and disposal of residual property (including the right of pledge) (the “trusteeship scope”). In order to avoid ambiguity, during the trusteeship period, the corresponding income of the trusteeship object shall be enjoyed by the trustor, and the corresponding loss and the resulting creditor’s right and debt relationship shall be borne by the trustor.
(II) custody fee
1. After joint calculation and negotiation by both parties, the custody fee is as follows:
The custody fee is RMB 2 million per year, and the monthly custody fee shall be amortized to each month according to the annual custody fee.
2. The trusteeship fee shall be settled annually, and the trustor shall pay the trusteeship fee to the trustee before December 31 of each year. If the initial period is less than one year, the custody fee shall be paid according to the actual month; If the starting period is less than one month, the custody fee shall be calculated as one month.
3. If the custody fee needs to be adjusted, both parties will sign a supplementary agreement separately. (III) rights and obligations of the entrusting party
1. The entrusting party has the right to require the entrusted party to submit regular or irregular reports on the operation and financial status of Liangshan Mining, or submit special reports on certain business activities or major decision-making matters.
2. The entrusting party has the right to supervise the trustee’s entrusted management behavior, but under the condition that the trustee complies with this agreement, it shall not interfere, obstruct or affect the trustee’s exercise of the shareholder’s rights agreed in article 1.2 of this Agreement (i.e. “2” of “(I) custody object and custody scope” of “v. main contents of this connected transaction agreement” of this announcement).
3. The entrusting party shall ensure to cooperate with the trustee in the custody work, and timely issue the shareholder power of attorney and other relevant documents to the trustee according to the needs of the trustee in exercising the shareholders’ rights agreed in this agreement.
4. The entrusting party shall timely pay the custody fee to the trustee in accordance with the agreement. 5. During the trusteeship period, without the prior written consent of the trustee, the trustor shall not transfer the trusteeship object, and shall not set or agree to set any mortgage, pledge, guarantee, priority, property preservation measures, seizure, custody, lease right, option or other forms of encumbrance on all or part of the trusteeship object.
6. The entrusting party shall notify the equity custody of Liangshan Mining within 15 days from the effective date of this agreement, and submit a copy of this agreement to Liangshan Mining.
(IV) rights and obligations of the trustee
1. The trustee has the right to charge the trusteeship fee from the trustor in accordance with this agreement.
2. If the trustor intends to transfer all or part of the custody object, under the same conditions, the trustee has the priority, and the trustee has the right but not the obligation to exercise the priority.
3. The trustee shall exercise the shareholder’s rights described in article 1.2 of this Agreement (i.e. “2” of “(I) subject matter and scope of custody” of “v. main contents of this connected transaction agreement” in this announcement) in the name of the principal, and bear the shareholder’s responsibilities equivalent to the rights, including but not limited to:
(1) Actively and properly exercise equity with fairness as the greatest principle;
(2) Abide by the articles of association of Liangshan Mining Company;
(3) Other obligations corresponding to the custody object that the shareholders shall undertake as stipulated in laws, regulations and the articles of association of Liangshan Mining Company;
4. The trustee shall act in a fair and reasonable manner at all times in a reasonable and prudent manner;
5. The entrusted party shall accept the supervision of the entrusting party and timely submit the operation and financial status report or special report on specific matters of Liangshan Mining according to the requirements of the entrusting party. (V) custody period
1. The custody period is from January 1, 2022 to the earlier of any of the following circumstances or time points:
(1) December 31, 2024;
(2) The entrusting party no longer holds the entrusted object;
(3) Termination of Liangshan Mining;
(4) The trustee acquires part or all of the shares of Liangshan Mining held by the entrusting party or takes other legal means to realize the actual control of Liangshan Mining; Or (5) in case of resource depletion, bankruptcy, dissolution and other reasons of Liangshan Mining, both parties decide to end the custody of the subject matter in advance.
(VI) liability for breach of contract and damages
1. After this agreement takes effect, any party’s failure to perform or fully perform any commitment, obligation or guarantee under this Agreement shall constitute a breach of this agreement by that party. The party in breach of this agreement is referred to as the breaching party. In addition to performing other obligations under this agreement, the breaching party shall also compensate the observant party for all losses arising or suffered due to such breach.
2. In case of all direct and indirect losses, liabilities and expenses incurred and suffered by the entrusted party due to the performance of its obligations under this Agreement (including but not limited to loss of profits, loss of investment value, announcement expenses, service expenses, identification expenses, lawyer’s fees, litigation expenses, arbitration expenses, property preservation expenses, execution expenses, travel expenses, evaluation fees, auction fees and other expenses), The client shall compensate the trustee for all losses and protect the trustee from damage.
(VII) effectiveness, dissolution and termination of the contract
1. This Agreement shall come into force when all the following conditions are met:
(1) The custody agreement shall be signed and sealed by the legal representatives or authorized representatives of both parties;
(2) The equity custody matters under the custody agreement shall obtain all necessary internal authorization of the trustee.
2. This agreement will be rescinded or terminated when any of the following circumstances occurs earlier: (1) rescinded or terminated by consensus;
Both parties have the right to cancel or terminate this agreement in the form of a written document jointly signed by both parties after consensus (including but not limited to the situation where it is unnecessary for both parties to solve the problem of horizontal competition in other ways).
(2) When either party is cancelled due to bankruptcy, dissolution or according to law;
(3) When the custody period agreed in Article 5 of this agreement expires;
(4) This agreement cannot be performed due to force majeure in Article 12 of this agreement.
3. Effect of rescission or termination of the contract
(1) When this agreement is terminated
