Securities code: 000878 securities abbreviation: Yunnan Copper Co.Ltd(000878) Announcement No.: 2022-003
Bond Code: 149134 bond abbreviation: 20 Yuntong 01
Plan for non-public offering of A-Shares in 2021
Announcement of revision of situation statement
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.
Yunnan Copper Co.Ltd(000878) (hereinafter referred to as "the company") convened the 29th meeting of the 8th board of directors on January 14, 2022, deliberated and adopted the proposal on the plan for non-public development and issuance of A-Shares in 2021 (Revised Draft) and other relevant proposals, and revised the plan for non-public offering of shares. The main revisions are as follows:
Revision of sections of the plan
Supplement the review procedures that have been performed in this non-public offering, revise the maximum amount of raised funds, total project investment and proposed investment of raised funds in this non-public offering, Supplement the statement that the transaction price of 38.23% equity of Diqing nonferrous metals is issued by the important prompt organization of the evaluation machine that meets the requirements of the securities law and determined by the evaluation results filed by Chinalco group, and delete the audit report on the acquisition of 38.23% equity of Diqing nonferrous metals The statement that the appraisal work has not been completed and the final transaction price needs to be approved or filed by the subject performing the responsibility of state-owned assets supervision and administration
The supplementary agreement of the supplementary equity transfer agreement, the interpretation of performance commitment compensation agreement, asset evaluation report, audit report, etc. amend the meaning referred to in this plan
Section I non-public offering II. The purpose of this non-public offering updates the general background and purpose of Diqing nonferrous metals' plan for issuing A-Shares as of September 30, 2021
Revision of sections of the plan
It is necessary to revise the upper limit of the total amount of raised funds, the total amount of project investment and the proposed investment of raised funds in this non-public offering, and supplement Diqing nonferrous metals IV The trading price of this non-public offering of 38.23% equity of a is determined by reference to the evaluation results issued by an evaluation institution qualified for the overview of stock schemes in the securities and futures industry and filed with Chinalco, Delete the statement that the final transaction price for the acquisition of 38.23% equity of Diqing nonferrous metals still needs to be approved or filed by the subject performing the responsibility of state-owned assets supervision and administration
5、 Does this offering constitute a supplement to the review procedures performed in this non-public offering
Related party transactions
Revise the upper limit of the total raised funds of the non-public offering and VI. whether the offering will lead to 80% of the average stock trading price of Yunnan Copper Co.Ltd(000878) 20 days before the signing date of the plan (January 14, 2022), Impact of this non-public offering on the company's control
7、 The issuance scheme has been taken
The review procedures that have been performed for this non-public offering may be supplemented with the approval of the relevant competent authorities
Situation and still need to be submitted for approval
Quasi procedure
Revise the upper limit of the total amount of raised funds, the total amount of project investment and the proposed investment of raised funds in this non-public offering, and supplement Diqing nonferrous metals I. the transaction price of 38.23% equity used in this raised funds is issued by the evaluation institution that meets the requirements of the securities law And the expression determined by the evaluation results filed by Chinalco group, and the expression that the final transaction price of the acquisition of 38.23% equity of Diqing nonferrous metals still needs to be approved or filed by the subject performing the responsibility of state-owned assets supervision and administration
(I) acquisition of 38.23% equity of Diqing nonferrous metals held by Yunnan Copper Group
1. Revised the original unaudited financial data of Diqing nonferrous metals on September 30, 2021 or from January to September as audited financial data
2. The description on the progress of renewal of exploration right is supplemented
Section III the board of directors updated the relevant resource data of Diqing feasibility analysis color as of September 30, 2021 according to the relevant description of the resource and reserves in the report on the use of the raised funds of the asset appraisal by Zoomlion asset appraisal group Co., Ltd
2、 Investment of the raised funds 4 The built projects and industries of the subject company are added (the basic information of the project and the reply to the concern letter of Shenzhen banking analysis Stock Exchange announced by the company on December 10, 2021) "1. According to the plan, Diqing nonferrous metals is a holding subsidiary of your company, and its main business is mining and beneficiation of mineral resources and product sales of Pulang copper mine, mining development project management, etc.
Please make supplementary disclosure in this plan for your reply to "supplementary disclosure")
5. The main contents of the supplementary agreement to the conditional effective equity transfer agreement signed by the company and Yunnan Copper Group are added
6. The main contents of the performance commitment compensation agreement signed between the company and Yunnan Copper Group have been added
7. Revised the transaction price and pricing basis
Revision of sections of the plan
8. The discussion and analysis of the board of directors on the evaluation matters involved in the transaction are added
9. The independent opinions of independent directors on the evaluation matters involved in the transaction are added
10. The relevant resource volume and proportion data of Diqing nonferrous metals as of September 30, 2021 in the necessity of the project have been updated.
(II) revision of items for replenishing working capital and repaying bank loans
Revised the basic information of the project
3、 This part is added to the evaluation of the subject matter of this transaction
situation
1、 After the issuance, the public listing amended the upper limit of the total amount of funds raised in the non-public offering and section III of the board of directors on the company's business and asset integration, which is calculated according to 80% of the impact of the issuance on the company, the articles of association and the average stock transaction price on the shareholders' closing date Yunnan Copper Co.Ltd(000878) 20 before the signing date of the plan (January 14, 2022) The impact of senior management structure and industry public offering on the company's control
Changes in business structure
Section IV phase VIII of this issuance: the performance commitment cannot be realized. This part is added
Risk of closing
1、 Amortization of this non-public offering
Thin spot return revised the assumptions and calculation process of the company's owners
To the potential impact of financial indicators
ring
Section VI amortization of this offering III. The necessity of the non-public offering of the company's main public offering and the necessity and rationality of this non-public offering due to the selection of this non-public offering by the board of directors and the revision of the use plan of the raised funds of this non-public offering and the thin spot return, as well as the impact and rationality of the financial indicators, and the measures to be taken by the company IV. investment projects with raised funds
The revision related to the company's existing business is intended to supplement working capital, repay bank loans and engage in raising investment projects
Personnel, technology, market, etc
Reserve of surface
The revised plan for non-public offering of A-Shares is published on cninfo.com on the same day（ http://www.cn.info.com.
