Stock Code: Jiangxi Copper Company Limited(600362) Abbreviation of SH shares: Jiangxi Copper Company Limited(600362) A shares listing place: Shanghai Stock Exchange
Stock Code: 0358 Abbreviation of HK Stock: Jiangxi Copper Company Limited(600362) shares H shares listing place: stock exchange of Hong Kong Limited Jiangxi Copper Company Limited(600362)
About the spin off of subsidiaries
Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd
Plan for listing on GEM (Revised Draft)
Independent financial advisor
May, 2002
catalogue
catalogue 1 interpretation 2. The company declares that 4. Statement of relevant securities service institutions 5. Tips on major issues 6 major risk tips Section 1 overview of this spin off Section 2 basic information of listed companies Section III basic information of the subject to be spun off Section 4 horizontal competition and related party transactions 47 Section V risk tips 50 section VI other important matters Section VII opinions of independent directors and securities service institutions on this spin off Section 8 securities service institutions and relevant handling personnel 57 statement of the listed company and all directors, supervisors and senior managers Wrong! No bookmarks defined.
interpretation
In this plan (Revised Version), unless the context otherwise requires, the following abbreviations have the following meanings: 1. General interpretation
Jiangxi copper foil refers to Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd
Jiangxi Copper Company Limited(600362) , Jiangxi Copper Co., Ltd., company and listed company refer to Jiangxi Copper Company Limited(600362) company
Jiangxi copper group refers to Jiangxi Copper Company Limited(600362) Group Co., Ltd., the controlling shareholder of the company
East China copper foil refers to Jiangxi Jiangxi Jiangxi Copper East China copper foil Co., Ltd., a wholly-owned subsidiary of Jiangxi copper foil
Shandong Humon Smelting Co.Ltd(002237) refers to Shandong Humon Smelting Co.Ltd(002237) , the holding subsidiary of the company
Jiangxi SASAC refers to Jiangxi state owned assets supervision and Administration Commission, the actual controller of the company
This spin off refers to the spin off of the subsidiary of Jiangxi Copper Company Limited(600362) Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. to the gem
Revised plan of Jiangxi copper foil (Jiangxi) Co., Ltd. (subsidiary of Jiangxi copper foil Co., Ltd.)
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The spin off rules refer to the spin off rules of listed companies (for Trial Implementation)
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange (revised in January 2022)
The articles of association refers to the Jiangxi Copper Company Limited(600362) articles of association
The State Council refers to the State Council of the people's Republic of China
CSRC and CSRC refer to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Stock exchange means the stock exchange of Hong Kong Limited
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
2、 Professional interpretation
Electrolytic copper foil refers to the metal copper foil produced by electrolytic method with copper material as the main raw material
Electronic circuit copper foil refers to the wire used in various copper clad laminates and printed circuit boards according to its own thickness and technology to act as the interconnection between electronic components
Lithium copper foil is mainly used in the field of lithium-ion battery, which acts as negative material carrier and negative current collector in lithium battery
Cathode copper refers to the metal copper purified by electrolysis, also known as electrolytic copper
Smooth surface refers to the surface of copper foil directly attached to the cathode roller, with smooth surface
5g refers to the fifth generation mobile communication technology, which is called "5th generation" in English
Mobile Network”
μ M refers to microns, and 1 micron is equivalent to one thousandth of 1 mm
LME means the London Metal Exchange
LBMA means the London Bullion Market Association
Note: unless otherwise specified, any discrepancy between the total number and the mantissa of the sum of the sub item values in this plan (Revised Draft) is caused by rounding.
Company statement
The company and all directors, supervisors and senior managers guarantee that there are no false records, misleading statements or major omissions in the contents of this plan (Revised Draft), and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
The board of directors of the company declares that the matters described in this plan (Revised Draft) do not represent the substantive judgment, confirmation or approval of the CSRC, Shanghai Stock Exchange, Shenzhen Stock Exchange and Stock Exchange on matters related to this spin off listing. The effectiveness and completion of the matters related to this spin off described in this plan (Revised Draft) have yet to be approved or approved by the regulatory authority. Any decision or opinion made by the examination and approval authority on matters related to this spin off does not indicate that it has made a substantive judgment or guarantee on the value of the company's shares or the income of investors.
After the spin off, the company shall be responsible for the changes in the company's operation and income; The investors shall be responsible for the investment risks caused by this spin off.
When evaluating the spin off, in addition to the contents of this plan (Revised Draft) and relevant documents disclosed at the same time with this plan (Revised Draft), investors should also seriously consider various risk factors disclosed in this plan (Revised Draft). If investors have any questions about this plan (Revised Draft), they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
Statement of relevant securities service institutions
The securities service institution Citic Securities Company Limited(600030) , Beijing Deheng Law Firm, Ernst & Young Huaming Certified Public Accountants (special general partnership) and their relevant handling personnel of this spin off guarantee that the relevant contents of the documents issued by the company / the exchange quoted by Jiangxi Copper Company Limited(600362) in this plan (Revised Draft) have been reviewed by the company / the exchange and the handling personnel, and confirm that this plan (Revised Draft) will not have false records due to the above quoted contents Misleading statements or major omissions, and bear corresponding legal liabilities for their authenticity, accuracy and completeness.
Tips on major issues
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the "interpretation" of this plan (Revised Draft). 1、 Introduction to the spin off scheme
Jiangxi Copper Company Limited(600362) plans to spin off its holding subsidiary Jiangxi copper foil to be listed on the gem. After the completion of this spin off, Jiangxi Copper Company Limited(600362) equity structure will not change, and will still maintain the controlling interest in Jiangxi copper foil.
Through this spin off, Jiangxi Copper Company Limited(600362) will further achieve business focus, better improve the quality and service level of all types of products, and make every effort to promote the optimization and upgrading of the industrial chain; Building Jiangxi copper foil into a subordinate independent listing platform of the company is conducive to improving the brand awareness and social influence of Jiangxi copper foil, strengthening the competitive position and competitive advantage of Jiangxi copper foil in the professional field, enhancing the comprehensive competitiveness of electrolytic copper foil business, increasing the further investment and development of core and cutting-edge technologies of Jiangxi copper foil, maintaining the vitality of business innovation and promoting its sustainable and healthy development. 2、 Introduction to the spin off scheme
The initial plan for this spin off and listing is as follows:
(I) listing place: Shenzhen Stock Exchange gem.
(II) type of shares issued: RMB ordinary shares (A shares) listed in China.
(III) par value of shares: 1.00 yuan.
(IV) issuing objects: inquiry objects that meet the relevant qualification requirements of the CSRC and other regulatory authorities, as well as natural persons, legal persons and other institutional investors who have opened A-share securities accounts in the Shenzhen Stock Exchange (except those prohibited by laws, regulations, rules and normative documents in China).
(V) issuance and listing time: Jiangxi copper foil will be issued at an appropriate time after the approval of Shenzhen Stock Exchange and the consent of China Securities Regulatory Commission. The specific Issuance Date shall be determined by the board of directors of Jiangxi copper foil authorized by the general meeting of shareholders of Jiangxi copper foil after the approval of Shenzhen Stock Exchange and the consent of China Securities Regulatory Commission.
(VI) issuance method: the combination of offline placement and online capital purchase and issuance, or other issuance methods recognized by the CSRC and Shenzhen Stock Exchange.
(VII) issuance scale: the final issuance quantity shall be determined through consultation with the lead underwriter according to the requirements of relevant regulatory authorities, the actual situation of the securities market, the number of share capital before issuance, the capital demand of the fund-raising project, etc.
(VIII) pricing method: the issuing price of shares is determined by inquiring from professional institutional investors such as securities companies, fund management companies, trust companies, finance companies, insurance companies, qualified foreign investors and private fund managers registered with the China Securities Association.
(IX) other matters related to the issuance: the strategic placement, purpose of raised funds, underwriting method, over allotment option (if applicable) and other matters involved in the issuance will be further confirmed and adjusted by Jiangxi copper foil according to the implementation of the issuance and listing plan, market conditions, policy adjustment and the opinions of regulatory authorities before the issuance and listing. 3、 Impact of the spin off on the company (I) impact of the spin off on the company's business
Jiangxi Copper Company Limited(600362) its main business covers the mining, smelting and processing of copper and gold; Extraction and processing of rare and scattered metals; Sulfur chemical industry, finance, trade and other fields, and established a complete industrial chain integrating exploration, mining, beneficiation, smelting and processing in the field of copper and related non-ferrous metals. It is an important copper, gold, silver and sulfur chemical production base in China. The main products include cathode copper, gold, silver, sulfuric acid, copper rod, copper tube, copper foil, selenium, tellurium, rhenium, bismuth and more than 50 varieties The main business of Jiangxi copper foil, a Jiangxi Copper Company Limited(600362) holding subsidiary, is the R & D, production and sales of electrolytic copper foil products. Its business field and operation mode maintain high independence from other businesses of the company. This spin off will not have a substantive impact on the continuous operation of other business segments of the company. (II) impact of the spin off on the profitability of the company
After the spin off, the company will still control Jiangxi copper foil, and the financial status and profitability of Jiangxi copper foil will still be reflected in the company's consolidated statements. Although this spin off will lead to the dilution of the company's interests in Jiangxi copper foil, through this spin off, the development and innovation of Jiangxi copper foil will be further accelerated, and the investment and financing ability and market competitiveness will be further enhanced, which will help to improve the company's overall profitability in the future. (III) impact of this spin off on the company's equity structure
This spin off will not lead to changes in the company's equity structure. 4、 Decision making process and approval procedure of this spin off
(I) decision making and approval procedures that have been performed in this spin off
As of the announcement date of this plan (Revised Draft), the decisions and approvals that have been performed in this spin off include:
1. The spin off has been deliberated and adopted at the 8th meeting of the 9th board of directors of the company.
2. The spin off has been deliberated and adopted at the sixth meeting of the ninth board of supervisors of the company.
3. The spin off has been deliberated and adopted at the 10th meeting of the ninth board of directors of the company.
4. The spin off has been deliberated and approved at the 7th Meeting of the 9th board of supervisors of the company.
(II) decision making and approval procedures to be performed in this spin off
As of the announcement date of this plan (Revised Draft), the matters that need to be voted or approved in this spin off include but are not limited to: 1. The proposals related to this spin off need to be deliberated and approved by the general meeting of shareholders of the company;
2. The relevant proposals of Jiangxi copper foil's initial public offering and listing on the gem need to be deliberated and approved by the board of directors and the general meeting of shareholders of Jiangxi copper foil;
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