Yunnan Copper Co.Ltd(000878) intends to acquire 38.23% of Yunnan Diqing Nonferrous Metals Co., Ltd. held by Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd
Asset appraisal report of equity project
In December 2018, Yunnan Copper Co.Ltd(000878) acquired 50.01% equity of Diqing nonferrous metals through non-public offering of shares. As of the benchmark date, the name, amount and proportion of capital contribution of the shareholders of Diqing nonferrous metals are as follows:
Table 1 name, capital contribution and shareholding ratio of shareholders
No. shareholder name subscribed capital contribution (RMB 10000) paid in capital contribution (RMB 10000) shareholding ratio%
1 Yunnan Copper Co.Ltd(000878) 97,429.98 97,429.98 50.01
2 Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. 74480.07 74480.07 38.23
3 Yunnan Gold Mining Group Co., Ltd. 22910.95 22910.95 11.76
Total 194821.00 194821.00 100.00
Assets, financial and operating conditions
As of the benchmark date of September 30, 2021, the total assets in the financial statements of Diqing Nonferrous Metals Co., Ltd. are 4976.3289 million yuan, the liabilities are 1367.2668 million yuan and the net assets are 3609.0621 million yuan; In the financial statements from January to September 2021, the operating income was 2242.1133 million yuan and the net profit was 832.7496 million yuan. The assets and financial status of Diqing nonferrous metals in recent years are as follows:
Table 2 assets, liabilities and financial status in financial statements
Monetary unit: RMB 10000
December 31, 2019 December 31, 2020 September 30, 2021
Total assets 511787.70 508122.44 497632.89
Liabilities 246349.06 232421.40 136726.68
Net assets 265438.64 275701.04 360906.21
Project 2019 2020 January September 2021
Operating income 205693.07 269884.93 224211.33
Total profit 54566.77 100047.76 97882.68
Net profit 49777.31 82001.22 83274.96
Audit institution: ShineWing certified public accountants ShineWing certified public accountants ShineWing Certified Public Accountants
(special general partnership) Office (special general partnership) Office (special general partnership)
Main accounting policies implemented by the company
41 specific standards such as accounting standards for business enterprises – Basic Standards (Order No. 33 of the Ministry of finance, revised in July 2014) and accounting standards for Business Enterprises No. 1 – inventory issued by the Ministry of Finance on February 15, 2006.
（3） Relationship between the client and the appraised entity
The entrusting party of this assets appraisal is Yunnan Copper Co.Ltd(000878) and Yunnan Copper Group, and the appraised unit is di
Asset appraisal report on the project of Yunnan Copper Co.Ltd(000878) to acquire 38.23% equity of Yunnan Diqing Nonferrous Metals Co., Ltd. held by Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd
Mobile OA office system, etc.
（3） Type and quantity of off balance sheet assets declared by the enterprise
As of the benchmark date of September 30, 2021, there are no off balance sheet assets within the scope of the enterprise’s application for appraisal.
（4） The type, quantity and carrying amount of assets involved in the conclusions of reports issued by other institutions
The book values of various assets and liabilities on the base date in the appraisal report are the audit results of the audit report of Yunnan Diqing Nonferrous Metals Co., Ltd. from January to September 2021, 2020 and 2019 (xyzh / 2021kmaa10620) issued by ShineWing Certified Public Accountants (special general partnership) on December 13, 2021. The evaluation is based on the audit of the enterprise.
In addition, the report of other institutions is not quoted.
4、 Value type
According to the purpose of this appraisal, the value type of this appraisal is determined as market value.
Market value refers to the estimated value of normal and fair transactions conducted by the appraisal object on the benchmark date when the voluntary buyer and the voluntary seller act rationally and are not forced.
5、 Appraisal base date
The benchmark date for the assets appraisal of the project is September 30, 2021.
The benchmark date is determined by the client on the basis of comprehensive consideration of the assets scale, workload, estimated time required, compliance and other factors of the appraised unit.
Asset appraisal report on the project of Yunnan Copper Co.Ltd(000878) to acquire 38.23% equity of Yunnan Diqing Nonferrous Metals Co., Ltd. held by Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd
Price information of materials and equipment for construction projects in Diqing Prefecture (September 2021); Verification report on resource reserves of Pulang copper mine in Shangri La County, Yunnan Province (Yunnan Geological Survey Institute, July 2016);
Verification report of Pulang copper mine resources and reserves in Shangri La County, Yunnan Province > opinions on review of mineral resources and reserves (Zhong Kuang Bei Ping Zi [2016] No. 19);
Verification report of Pulang copper mine resources and reserves in Shangri La County, Yunnan Province > certificate of review and filing of mineral resources and reserves (gtzbz [2016] No. 142);
Preliminary design of phase I mining and beneficiation project of Pulang copper mine of Yunnan Diqing Metal Co., Ltd. (China ENFI Engineering Technology Co., Ltd., April 2014);
Development and utilization plan for phase I mining and beneficiation project of Pulang copper mine (China ENFI Engineering Technology Co., Ltd., July 2014);
Production scheduling optimization scheme design of phase I mining and beneficiation project of Pulang copper mine (China ENFI Engineering Technology Co., Ltd., October 2021, hereinafter referred to as “optimization design”);
Relevant data of price information database of Zoomlion asset appraisal group Co., Ltd;
Important business contracts and materials;
Other references.
（6） Other references
Audit report of Yunnan Diqing Nonferrous Metals Co., Ltd. from January to September 2021, 2020 and 2019 (xyzh / 2021kmaa1062010620) issued by ShineWing Certified Public Accountants (special general partnership);
Wind information financial terminal;
Bloomberg database;
Investment valuation (written by [US] damodanran, translated by [Canada] Lin Qian, Tsinghua University Press);
Value evaluation: Measurement and management of corporate value (3rd Edition) ([US] Copeland,
Zoomlion asset appraisal group Co., Ltd. page 21
