Board announcement
Securities code: 000655 securities abbreviation: Shandong Jinling Mining Co.Ltd(000655) Announcement No.: 2022-004 Shandong Jinling Mining Co.Ltd(000655)
Announcement on controlling shareholders' avoidance of horizontal competition
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.
Shandong Jinling Mining Co.Ltd(000655) (hereinafter referred to as "the company") recently received the letter on solutions to avoid horizontal competition from the controlling shareholder Shandong Jinling Iron Mine Co., Ltd. (hereinafter referred to as "Jinling Iron Mine"), Because Shandong Iron And Steel Company Ltd(600022) Group Mining Co., Ltd. (hereinafter referred to as "Shangang mining") transferred its 35% equity of Laiwu Iron and Steel Group Laiwu Mining Co., Ltd. (hereinafter referred to as "Laiwu mining") The 34% equity of Laiwu Iron and Steel Group Lunan Mining Co., Ltd. (hereinafter referred to as "Lunan Mining") was transferred to Jinling Iron Mine by agreement (this transfer of Jinling iron mine does not violate the commitment on avoiding horizontal competition made when it was listed in 2006). However, in view of the fact that Laiwu mining and Lunan Mining are mainly engaged in the sales of iron concentrate, they have the same or similar business as the company, In order to avoid horizontal competition, Jinling Iron Mine plans to entrust the above equity participation rights to the custody of the company, as follows:
1、 Basic information of Laiwu mining and Lunan Mining
(I) Laiwu mining
1. Basic overview
Company name: Laiwu Iron and Steel Group Laiwu Mining Co., Ltd
Unified social credit Code: 9137120086953277g
Company type: other limited liability companies
Legal representative: Qi Junfeng
Date of establishment: June 26, 1996
Registered capital: 200 million yuan only
Address: No. 71, Luxi West Street, Laiwu District, Jinan
Business scope: iron ore mining; Blasting engineering design and construction (limited to branch operation) (the validity period shall be subject to the license); Processing and sales of refined iron powder, copper and cobalt powder, mechanical and electrical repair and installation, geological survey, processing and sales of welding electrodes and ferroalloys, garment processing, sales of industrial water, wholesale and retail of iron ore and building materials, recycling of waste metals, construction and installation engineering construction and maintenance, production and installation of steel structures and building windows, and new buildings
Board announcement
Development and research of building materials; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies limited or prohibited by the state); Mine engineering technical services; Mechanical parts processing, installation and sales, steel ball processing and sales (limited to branch operation), production and sales of quicklime. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Ownership structure
No. shareholder name contribution amount (10000 yuan) shareholding ratio
1 Laiwu Xinlin Investment Co., Ltd. 8000 40%
2 Shandong Jinling iron ore Co., Ltd. 7000 35%
3 Laiwu Mining Co., Ltd. of Laiwu Iron and Steel Group
4 total 20000 100%
3. Financial data
As of December 31, 2021, Laiwu mining has total assets of 2060.7641 million yuan and net assets of 1349.9726 million yuan. In 2021, the company realized an operating revenue of 1185763900 yuan and a net profit of 297437900 yuan. (Unaudited)
(II) Lunan Mining
1. Basic overview
Company name: Laiwu Iron and Steel Group Lunan Mining Co., Ltd
Unified social credit Code: 913713237060785048
Company type: other limited liability companies
Legal representative: Zhao Guijun
Date of establishment: June 26, 2000
Registered capital: seventy four million yuan only
Address: Zhuge Town, Yishui County
Scope: iron ore mining and dressing. Processing and sales: iron concentrate powder, pellets, engineering plastics, plastic steel doors and windows, industrial and mining spare parts, waste rocks, stones, tailings and machine-made sand; minerals; Reuse of tailings and tailings resources; Mechanical equipment installation (excluding special equipment); (operated by branches) automobile transportation and repair, printing, accommodation, machining and electromechanical equipment maintenance. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Ownership structure
Board announcement
No. shareholder name contribution amount (10000 yuan) shareholding ratio
1 Shandong Xinglu Investment Co., Ltd. 2590 35%
2 Shandong Jinling iron ore Co., Ltd. 2516 34%
3 Laigang Group Lunan Mining Co., Ltd. trade union ESOP 2294 31%
4 total 7400 100%
3. Financial data
As of December 31, 2021, the total assets of Lunan Mining industry are 1276876200 yuan, and the net assets are
601828900 yuan. In 2021, the operating revenue was 1710686300 yuan and the net profit was 204071200 yuan. (Unaudited)
2、 Solutions to avoid horizontal competition
According to the letter on solutions to avoid horizontal competition issued by Jinling Iron Mine: "in order to protect the legitimate rights and interests of listed companies and small and medium-sized investors, the company decided to entrust 35% equity of Laiwu mining and 34% equity of Lunan Mining to the custody of listed companies, and both parties agreed on the custody period through negotiation.
During the trusteeship period, if Laiwu mining and Lunan Mining meet the conditions for injection into the listed company (including but not limited to perfect corporate governance structure, complete asset compliance, enhancing the sustainable profitability of the listed company, complying with all aspects of laws, regulations and regulatory rules, etc.) and the listed company intends to acquire, the listed company can acquire 35% equity of Laiwu mining held by the company Lunan Mining has 34% equity. After the trusteeship period, if the company still holds the equity of Laiwu mining and Lunan Mining, the company will still entrust the listed company for trusteeship. "
3、 Risk tips
1. For the trusteeship of Laiwu mining and Lunan Mining, the company still needs to perform corresponding review procedures;
2. During the trusteeship period, there is uncertainty whether Laiwu mining and Lunan Mining can meet the conditions for injection into the listed company. The company will pay close attention to the progress of the matter in the future, and timely perform the obligation of information disclosure in strict accordance with relevant laws, regulations and requirements. Please pay attention to the investment risk.
4、 Documents for future reference
1. Letter of the controlling shareholder on measures to avoid horizontal competition.
It is hereby announced.
Shandong Jinling Mining Co.Ltd(000655) board of directors
January 15, 2022
