Securities code: Jiangxi Copper Company Limited(600362) securities abbreviation: Jiangxi Copper Company Limited(600362) Announcement No.: pro 2022023
Bond Code: 143304 bond abbreviation: 17 Jiangxi Copper 01
Bond Code: 185088 bond abbreviation: 21 Jiangxi Copper 01
Jiangxi Copper Company Limited(600362)
Announcement of resolutions of the 10th meeting of the 9th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Jiangxi Copper Company Limited(600362) (hereinafter referred to as the company) the 10th meeting of the 9th board of directors was held in the form of a written meeting on May 20, 2022. All 10 directors of the company attended the meeting. The meeting was held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and the Jiangxi Copper Company Limited(600362) articles of Association (hereinafter referred to as the articles of association). The meeting deliberated and unanimously adopted the following resolutions:
1、 Deliberated and passed the proposal on compliance with relevant laws and regulations by spin off of subsidiaries to gem listing
Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. (hereinafter referred to as Jiangxi copper foil), a subsidiary of the company, plans to issue RMB ordinary shares to the public for the first time and list on the gem after the issuance (hereinafter referred to as this spin off). In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the rules for the spin off of listed companies (Trial) (hereinafter referred to as the spin off rules) and other laws and regulations as well as the provisions of normative documents, the board of directors conducted a serious self-examination and demonstration on the actual situation and relevant matters of the company, It is believed that the listing of Jiangxi copper foil, a subsidiary of the company, on the gem in this spin off complies with the provisions of relevant laws and regulations.
Voting results: 10 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on the plan to spin off Jiangxi Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd., a subsidiary of Jiangxi Jiangxi Copper Foil Technology Co., Ltd., to be listed on the gem was deliberated and adopted
Jiangxi copper foil, a subsidiary of the company, plans to issue RMB common shares to the public for the first time and list on the gem after the issuance. The preliminary issuance scheme involved in this spin off is as follows:
(I) place of listing: Shenzhen Stock Exchange (hereinafter referred to as 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 China Securities Regulatory Commission (hereinafter referred to as 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.
Voting results: 10 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 The proposal on Jiangxi Copper Company Limited(600362) the plan for the spin off of its subsidiary Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. to be listed on the gem (Revised Version) was deliberated and adopted
It is agreed that in order to implement the listing of Jiangxi Copper Foil Technology Co., Ltd., a subsidiary of the company in this spin off on the gem, the company has prepared Jiangxi Copper Company Limited(600362) the plan for the spin off of Jiangxi Copper Foil Technology Co., Ltd., a subsidiary of Jiangxi Copper Foil Technology Co., Ltd., on the gem (Revised Draft) in accordance with the relevant provisions of the securities law, the spin off rules and other laws, regulations and normative documents.
See details on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the company’s website (www.jxcc. Com.) The plan of Jiangxi Copper Company Limited(600362) on the spin off of its subsidiary Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. to be listed on the gem (Revised Version) disclosed.
Voting results: 10 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 Deliberated and passed the proposal on the compliance of the spin off rules for listed companies (Trial Implementation) for the spin off of subsidiaries to gem listing
The company plans to spin off its subsidiary Jiangxi copper foil to be listed on the gem. After careful evaluation by the board of directors, the spin off meets the relevant requirements of the spin off rules for the domestic listing of the subsidiaries of listed companies, and is feasible. The details are as follows:
(I) the listed company’s shares have been listed in China for three years
The company’s shares were listed on the main board of Shanghai Stock Exchange in 2002, which meets the requirement of “the shares of listed companies have been listed in China for three years”.
(II) the listed company has made continuous profits in the last three fiscal years
According to the annual report disclosed by the company, the net profits attributable to the shareholders of the listed company in 2019, 2020 and 2021 (the lower value before and after deducting non recurring profits and losses) were 2.229 billion yuan, 2.320 billion yuan and 5.636 billion yuan respectively, meeting the requirements of “continuous profits of the listed company in the last three fiscal years”.
(III) after deducting the net profits of the subsidiaries to be spun off according to the equity enjoyed by the listed company in the last three fiscal years, the cumulative net profits attributable to the shareholders of the listed company shall not be less than RMB 600 million (the calculation of the net profits involved shall be based on the lower value before and after deducting the non recurring profits and losses). According to the annual report disclosed by the company, the net profits attributable to shareholders of Listed Companies in 2019, 2020 and 2021 (the lower value before and after deducting non recurring profits and losses) were 2228726900 yuan, 2320394800 yuan and 5635567500 yuan respectively.
According to the financial statements of Jiangxi copper foil that have not been specially audited for listing in the last three years, the net profits of Jiangxi copper foil attributable to the shareholders of the parent company in 2019, 2020 and 2021 (calculated by the lower value before and after deducting non recurring profits and losses) are 927486 million yuan, 1208022 million yuan and 2153855 million yuan respectively.
After deducting the net profit of Jiangxi copper foil enjoyed by equity in the last three fiscal years, the net profit attributable to the shareholders of the listed company is as follows:
Total of the project from 2021 to 2020 to 2019
1、 Jiangxi Copper Company Limited(600362) net profit attributable to shareholders of listed company
1. Jiangxi Copper Company Limited(600362) net profit attributable to shareholders of listed company 563556752320394824664071104223694 2, Jiangxi Copper Company Limited(600362) deducting non recurring losses
709445122774288622287269120974667 net profit attributable to shareholders of the listed company 3, Jiangxi Copper Company Limited(600362) attributable to the listed company
Net profit of shareholders (net profit is calculated by deducting 563556752320394822287269101846892, unless the lower value before and after recurring profit and loss)
2、 Net profit of Jiangxi copper foil attributable to shareholders of the parent company
1. Jiangxi copper foil net profit attributable to the parent company’s shares 222396412479239801744452061 east 2. Jiangxi copper foil deducting non recurring losses
Net profit attributable to shareholders of the parent company after profit 215385512080229274864289363 3. Jiangxi copper foil attributable to shares of the parent company
East’s net profit (net profit is calculated by deducting 215385512080229274864289363 non recurring profit and loss, whichever is lower)
3、 Jiangxi Copper Company Limited(600362) shares of Jiangxi copper foil
Equity ratio 98.15% 98.15% 98.15%
4、 Net profit attributable to copper foil
Jiangxi Copper Company Limited(600362) net of equity
Net profit of Jiangxi copper foil attributable to shareholders of the company in Shanghai 54241666220182742137694197636881
As shown in the above table, after deducting the net profit of Jiangxi copper foil enjoyed by equity in the last three fiscal years, the net profit attributable to the shareholders of the listed company has accumulated to 9.764 billion yuan, which is not less than 600 million yuan (the net profit is calculated by the lower value before and after deducting non recurring profits and losses). (IV) in the consolidated statements of the listed company for the most recent fiscal year, the net profit of the subsidiaries to be separated according to their rights and interests shall not exceed 50% of the net profit attributable to the shareholders of the listed company; In the consolidated statements of the listed company for the most recent fiscal year, the net assets of the subsidiaries to be separated according to their rights and interests shall not exceed 30% of the net assets attributable to the shareholders of the listed company.
1. Net profit index
According to the annual report disclosed by the company, the net profit attributable to the shareholders of the listed company in 2021 was 5635567500 yuan, and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was 70944512 million yuan.
According to the unaudited financial statements of Jiangxi copper foil, the net profit of Jiangxi copper foil attributable to the shareholders of the parent company in 2021 was 2223964 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses was 2153855 million yuan.
Jiangxi Copper Company Limited(600362) the proportion of Jiangxi copper foil net profit enjoyed by equity in the consolidated statements of the latest fiscal year is as follows:
Unit: 10000 yuan
Net profit attributable to shareholders of the parent company after deducting the net profit of non recurring loss items in 2021
Jiangxi Copper Company Limited(600362) 56355675 70944512
Jiangxi copper foil 22239642153855
Jiangxi Copper Company Limited(600362) enjoys 98.15% of the equity of Jiangxi copper foil
Jiangxi Copper Company Limited(600362) the net profit of Jiangxi copper foil attributable to 21828212114009 shareholders of the parent company
Accounting for 3.87% and 2.98%
As shown in the above table, Jiangxi Copper Company Limited(600362) the net profit of Jiangxi copper foil enjoyed by equity in the consolidated statements of the last fiscal year does not exceed 50% of the net profit attributable to the shareholders of the listed company. 2. Net assets index
According to the annual report disclosed by the company, the net assets attributable to the shareholders of the listed company at the end of 2021 were 69798852900 yuan.
According to the unaudited financial statements of Jiangxi copper foil, the net assets of Jiangxi copper foil attributable to the shareholders of the parent company at the end of 2021 were 2408334600 yuan.
Jiangxi Copper Company Limited(600362) the proportion of net assets of Jiangxi copper foil enjoyed by equity in the consolidated statements of the latest fiscal year is as follows:
Unit: 10000 yuan
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