Accountant’s opinion letter on Jiangxi Copper Company Limited(600362) spin off of its subsidiary Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. to be listed on the gem
Ernst & Young Hua Ming LLP Ernst & Young Hua Ming LLP Tel: + 86 1058153000
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Beijing, China 100738
About Jiangxi Copper Company Limited(600362)
Spin off its subsidiary Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd
Opinion letter of accountants listed on GEM
Jiangxi Copper Company Limited(600362) board of directors:
Ernst & Young Huaming Certified Public Accountants (special general partnership) (hereinafter referred to as “we” or “Ernst & Young Huaming”) accepted the entrustment of Jiangxi Copper Company Limited(600362) (hereinafter referred to as ” Jiangxi Copper Company Limited(600362) ” or “the company”) to audit the consolidated and company’s balance sheets as of December 31, 2019, December 31, 2020 and December 31, 2021, and the consolidated and company’s profit statements for 2019, 2020 and 2021 The consolidated and company’s statement of changes in shareholders’ equity, consolidated and company’s cash flow statement and notes to financial statements (hereinafter referred to as ” Jiangxi Copper Company Limited(600362) financial statements”) were issued on March 30, 2020, March 29, 2021 and March 25, 2022 respectively, with the report numbers of Ernst & Young Huaming (2020) Shen Zi No. 60654279b01 Unqualified audit reports of Ernst & Young Huaming (2021) Shen Zi No. 60654279b01 and Ernst & Young Huaming (2022) Shen Zi No. 60654279b01.
We accepted the entrustment of Jiangxi Copper Company Limited(600362) to audit the effectiveness of internal control over financial reports of Jiangxi Copper Company Limited(600362) on December 31, 2019, December 31, 2020 and December 31, 2021 (hereinafter referred to as Jiangxi Copper Company Limited(600362) internal control audit report), and issued the report no. Ernst & young Huaming (2020) ZZ No. 60654279b01 on March 30, 2020, March 29, 2021 and March 25, 2022 respectively The unqualified audit report of Ernst & Young Huaming (2021) ZZ No. 60654279b01 and Ernst & Young Huaming (2022) ZZ No. 60654279b02.
We have accepted the entrustment of Jiangxi Copper Company Limited(600362) to carry out the assurance business for the special report on the deposit and actual use of raised funds in Jiangxi Copper Company Limited(600362) 2019 (hereinafter referred to as the “special report on Jiangxi Copper Company Limited(600362) raised funds”), and issued the assurance report with the report no. of Ernst & Young Huaming (2020) Zi No. 60654279b02 on March 30, 2020.
About Jiangxi Copper Company Limited(600362)
Spin off its subsidiary Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd
CPA’s opinion letter on GEM Listing (Continued)
We have accepted the entrustment of Jiangxi Copper Company Limited(600362) to carry out the assurance business on the special notes on the occupation of non operating funds and other related capital transactions in Jiangxi Copper Company Limited(600362) 2019, 2020 and 2021 (hereinafter referred to as ” Jiangxi Copper Company Limited(600362) special notes on the occupation of non operating funds and other related capital transactions”) and carried out the verification business on March 30, 2020 On March 29, 2021 and March 25, 2022, the assurance reports with report numbers of Ernst & Young Huaming (2020) ZZ No. 60654279b03, Ernst & Young Huaming (2021) ZZ No. 60654279b02 and Ernst & Young Huaming (2022) ZZ No. 60654279b01 were issued.
According to the rules for the spin off of listed companies (Trial) (CSRC announcement [2022] No. 5, spin off rules), Jiangxi Copper Company Limited(600362) held the 10th meeting of the ninth board of directors on May 20, 2022, deliberated and adopted the Jiangxi Copper Company Limited(600362) plan for the spin off of its subsidiary Jiangxi Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. to be listed on the gem (hereinafter referred to as the “spin off plan”). It is the responsibility of Jiangxi Copper Company Limited(600362) board of directors to prepare the special instructions on whether the spin off of Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd., a subsidiary of Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd., meets the requirements of the rules for the spin off of listed companies (for Trial Implementation) (hereinafter referred to as the “special instructions”) and judge whether the spin off meets the relevant conditions of the rules for the spin off of listed companies (for Trial Implementation).
Based on the assurance work carried out on Jiangxi Copper Company Limited(600362) financial statements, Jiangxi Copper Company Limited(600362) internal control audit report, Jiangxi Copper Company Limited(600362) special report on raised funds, Jiangxi Copper Company Limited(600362) special description on the occupation of funds by Jiangxi Copper Company Limited(600362) controlling shareholders and other related parties, Jiangxi Copper Company Limited(600362) occupation of non operating funds and the arrival of other related funds, we review the special description and form review opinions. (see Annex 1 for details)
This opinion letter is only for the purpose of Jiangxi Copper Company Limited(600362) spin off its subsidiary Jiangxi Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. to be listed on the gem, and shall not be used for any other purpose.
Annex 1:
Jiangxi Copper Company Limited(600362)
About the spin off of its subsidiary Jiangxi Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. to be listed on the gem
Special instructions in compliance with the rules for the spin off of listed companies (for Trial Implementation)
Jiangxi Copper Company Limited(600362) (hereinafter referred to as ” Jiangxi Copper Company Limited(600362) ” and “the company”) plans to spin off its subsidiary Jiangxi Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. (hereinafter referred to as “Jiangxi copper foil”) to the gem. According to the relevant requirements of the rules for the spin off of listed companies (Trial) (hereinafter referred to as the spin off rules), the relevant conditions are as follows: 1 Analysis of spin off listing meeting the relevant requirements of the spin off rules (I) the shares of listed companies have been listed in China for three years
Description of management:
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”.
Accountant’s verification procedures and conclusions:
We have implemented the following verification procedures:
1. We have examined the approval of the notice on Approving the issuance of additional shares by Jiangxi Copper Company Limited(600362) Co., Ltd. (zjxk [2001] No. 61) issued by the China Securities Regulatory Commission;
2. We have examined the notice on the listing and trading of RMB common shares of Jiangxi Copper Company Limited(600362) Co., Ltd. (szsz [2002] No. 1) issued by Shanghai Stock Exchange.
On the basis of the above work, we believe that the listed company’s shares have been listed in China for three years.
1、 Analysis on compliance of spin off listing with relevant requirements of the spin off rules (Continued) (II) continuous profits of Listed Companies in the last three fiscal years
Description of management:
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 22287269 million yuan, 23203948 million yuan and 56355675 million yuan respectively. The company met the provisions of “continuous profits of Listed Companies in the last three fiscal years”.
Accountant’s verification procedures and conclusions:
We have implemented the following verification procedures:
1. We have examined the 2019 annual report, 2020 annual report and 2021 annual report disclosed by Listed Companies in Shanghai Stock Exchange.
On the basis of the above work, we believe that the recognition of the company’s management on the continuous profits of the last three fiscal years is consistent with the information we obtained in the verification procedures.
1、 Analysis on the compliance of spin off listing with the relevant requirements of the spin off rules (Continued) (III) after deducting the net profit of the subsidiaries to be spun off according to equity enjoyed by the listed company in the last three fiscal years, the cumulative net profit attributable to the shareholders of the listed company shall not be less than RMB 600 million (the calculation of the net profit involved shall be based on the lower value before and after deducting non recurring profits and losses)
Description of management:
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 unaudited financial statements of Jiangxi copper foil 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) were 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 (unit: RMB 10000):
Project calculation formula 20212020 2019 total
1、 Jiangxi Copper Company Limited(600362) belongs to the listed company
Net profit of shareholders of the company
Jiangxi Copper Company Limited(600362) net profit attributable to shareholders of listed company a 563556752320394824664071104223694
Jiangxi Copper Company Limited(600362) attributable to listed companies
Net profit of shareholders (deducting non recurring profit and loss of B 709445122774288622287269120974667)
Jiangxi Copper Company Limited(600362) attributable to listed companies
Net profit of shareholders (the lower of C (A and B 563556752320394822287269101846892 before and after deducting non recurring profits and losses)
Low value calculation)
2、 Jiangxi copper foil belongs to the parent company
Net profit of shareholders of the company
Net profit of Jiangxi copper foil attributable to the parent company’s share D 222396412479239801744452061 East
Jiangxi copper foil belongs to shares of the parent company
East’s net profit (excluding non recurring e 215385512080229274864289363 profit and loss)
Jiangxi copper foil belongs to shares of the parent company
East’s net profit (net profit deducted by F) (D and E 215385512080229274864289363, unless the lower one before and after recurring profit and loss)
Value calculation)
3、 Jiangxi Copper Company Limited(600362) Jiangxi Copper
Equity ratio of foil
Jiangxi Copper Company Limited(600362) consolidated statements are based on equity g 98.15% 98.15% 98.15%
