Securities code: 000878 securities abbreviation: Yunnan Copper Co.Ltd(000878) Announcement No.: 2022-004 bond Code: 149134 bond abbreviation: 20 Yuntong 01
Supplementary agreement on the acquisition of minority interests in holding subsidiaries and the signing of equity transfer agreement and announcement on related party transactions
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 signed 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, which was approved by the board of directors, the general meeting of shareholders Other necessary approvals or approvals required by Chinese laws such as the state owned assets supervision and Administration Commission of the State Council (hereinafter referred to as “SASAC”) and the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) shall be the preconditions for the effectiveness of the agreement.
(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 and withdrawal of related directors.
On November 26, 2021, the company held the 25th meeting of the 8th board of directors and the 22nd Meeting of the 8th board of supervisors, deliberated and adopted the proposal on signing the equity transfer agreement with conditional effect between and related party transactions. The company’s affiliated directors, Mr. Tian Yongzhong, Mr. Yao Zhihua and Mr. Wu Guohong, have avoided voting, and the remaining 8 directors with voting rights have unanimously approved the relevant proposals.
On January 14, 2022, the company held the 29th meeting of the 8th board of directors and the 26th meeting of the 8th board of supervisors, deliberated and adopted the proposal on signing the supplementary agreement to the conditional equity transfer agreement between and related party transactions (Revised Draft). The company’s affiliated directors, Mr. Tian Yongzhong, Mr. Yao Zhihua and Mr. Wu Guohong, have avoided voting, and the remaining 8 directors with voting rights have unanimously approved the relevant proposals.
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 9 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 must be examined and approved by the SASAC of the State Council and the CSRC.
(IV) this transaction does not constitute a major asset reorganization or a listing reorganization 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
No. shareholder name number of shares held (10000 shares) shareholding ratio (%)
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 the subject matter of related party transactions
The subject matter of this transaction is the 38.23% equity of Diqing nonferrous metals. The basic information of Diqing nonferrous metals is as follows:
(I) basic information
Company name: Yunnan Diqing Nonferrous Metals Co., Ltd
Date of establishment: June 8, 2004
Registered capital: RMB 1948.21 million
Legal representative: Li shanbing
Registered address: Pulang copper mine, GEZAN village, GEZAN Township, Shangri La City, Diqing Tibetan Autonomous Prefecture, Yunnan Province
Enterprise type: other limited liability companies
Unified social credit Code: 915334007604451096
Business scope: Mining and dressing of mineral resources and product sales of Pulang copper mine, management of mining development projects, construction of mining engineering projects, comprehensive management of mine production and operation, scientific and technological research and development and technical consulting; Geological exploration, mineral resources exploration and purchase and sales of mineral products of Pulang copper mine; Purchase and sale of raw materials, lease of land and houses, and lease of mechanical equipment. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) equity structure
As of the date of this announcement, the equity structure of Diqing nonferrous metals is as follows:
Name of sequential shareholder number of shares held (10000 shares) shareholding ratio (%) No
1 Yunnan Copper Co.Ltd(000878) 97,429.9821 50.01
2 Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. 74480.0683 38.23
3 Yunnan Gold Mining Group Co., Ltd. 22910.9496 11.76
Total 194821.00 100.00
(III) main financial information
The main financial data of Diqing nonferrous metals are as follows:
1. Main data of consolidated balance sheet
Unit: 10000 yuan
Project September 30, 2021 December 31, 2020 December 31, 2019 December 31, 2018 (audited) date (audited) date (audited) date (audited)
Current assets 58963.34 49193.36 30788.95 67590.19
Non current assets 438669.55 458929.08 480998.75 483249.25
Total assets 497632.89 508122.44 511787.70 550839.44
Current liabilities 58598.87 96582.55 70401.67 73457.29
Non current negative debt 78127.81 135838.85 175947.39 256385.44
Total liabilities 136726.68 232421.40 246349.06 329842.73
Project September 30, 2021 December 31, 2020 December 31, 2019 December 31, 2018 (audited) date (audited) date (audited) date (audited)
Owner’s right 360906.21 275701.04 265438.64 220996.72 total profit
2. Main data of consolidated income statement
Unit: 10000 yuan
Project: January September 2021, 2020, 2019, 2018
(audited) (audited) (audited) (audited)
Operating income 224211.33 269884.93 205693.07 145060.15
Operating profit 100508.34 100052.81 54550.71 36811.19
Total profit 97882.68 100047.76 54566.77 36779.97
Net profit 83274.96 82001.22 49777.31 27517.33
3. Main data of consolidated cash flow statement
