Securities abbreviation: Rising Nonferrous Metals Share Co.Ltd(600259) securities code: 600259 Announcement No.: pro 2022-002 Rising Nonferrous Metals Share Co.Ltd(600259)
About the project construction of the bid winning subsidiary of related parties
Announcement of related party transactions
The board of directors and all directors of the company 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.
Important content tips:
Guangdong Fuyuan rare earth new materials Co., Ltd. (hereinafter referred to as “Fuyuan company”), a wholly-owned subsidiary of Rising Nonferrous Metals Share Co.Ltd(600259) (hereinafter referred to as “the company”), has determined the design and construction general contractor of the relocation, upgrading and reconstruction project of 5000 tons of medium yttrium rich europium mixed rare earth ore per year through public bidding. The consortium composed of Guangdong Jiangsu Zhongnan Construction Group Co.Ltd(000961) Co., Ltd. (Consortium leader, hereinafter referred to as ” Jiangsu Zhongnan Construction Group Co.Ltd(000961) “) and Changsha Nonferrous Metallurgy Design and Research Institute Co., Ltd. (consortium member, hereinafter referred to as “Changsha Design Institute”) won the bid through bidding, with a total amount of 47.7346 million yuan.
As the actual controllers of the company and Jiangsu Zhongnan Construction Group Co.Ltd(000961) are Guangdong Guangsheng Holding Group Co., Ltd. According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange, Jiangsu Zhongnan Construction Group Co.Ltd(000961) is a related party of the company, and this transaction is a related party transaction.
This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
As of the disclosure date of the company, there was no related party transaction between the company and Jiangsu Zhongnan Construction Group Co.Ltd(000961) in the past 12 months.
1、 Overview of related party transactions
The company held the fourth meeting of the eighth board of directors in 2021 and the third extraordinary general meeting of shareholders in 2021 on April 29, 2021 and May 30, 2021 respectively, and deliberated and adopted the proposal on the company’s non-public development and issuance of A-Shares in 2021; On August 18, 2021, the 8th meeting of the 8th board of directors in 2021 considered and adopted the proposal on adjusting the company’s non-public development of A-Shares in 2021. The meeting agreed that the total amount of funds raised by this non-public offering of A-Shares should not exceed RMB 1396081200 (including RMB 1396081200). The raised funds are intended to be used for “8000t / a high-performance Nd-Fe-B permanent magnet material project”, “Fuyuan company’s relocation and upgrading project of 5000 tons of medium yttrium rich europium mixed rare earth ore per year” and supplement working capital.
At present, the relocation, upgrading and reconstruction project of 5000 tons of medium yttrium rich europium mixed rare earth ore per year is in the stage of preliminary preparation and engineering bidding. The company invited bids for the general contracting of design and construction of the project through public bidding, and determined Jiangsu Zhongnan Construction Group Co.Ltd(000961) and Changsha Design Institute as the consortium as the winning bidder, with a winning amount of 47.7346 million yuan.
Since the actual controllers of the company and Jiangsu Zhongnan Construction Group Co.Ltd(000961) are Guangdong Guangsheng Holding Group Co., Ltd., Jiangsu Zhongnan Construction Group Co.Ltd(000961) is a related party of the company according to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, and this transaction is a related party transaction. According to article 10.2.15 of the stock listing rules of Shanghai Stock Exchange, “the company may apply to the bourse for exemption from deliberation and disclosure in the form of connected transactions for connected transactions between a listed company and its connected persons caused by one party’s participation in public bidding, public auction and other acts”, The company has applied to Shanghai stock exchange for exemption from the decision-making procedures of related party transactions and obtained approval.
2、 Introduction to related parties
1. Basic information of related parties
Company name: Guangdong Jiangsu Zhongnan Construction Group Co.Ltd(000961) Co., Ltd
Company address: first floor, No. 81 and 83, Gangyuan street, shiliugang Road, Haizhu District, Guangzhou
Registered capital: 85 million yuan
Company type: limited liability company (sole proprietorship of legal person)
Legal representative: Zhuang Zhimin
Business scope: Housing construction engineering construction; Construction of municipal public works; Professional contracting of fire fighting facilities; Building gas system installation services; Installation service of building air conditioning equipment and ventilation system; Mechanical and electrical equipment installation services; Hoisting equipment installation service; Decoration, decoration and cleaning in the later stage of construction project; Earthwork engineering services; Engineering drainage construction services; Foundation pit support services; Building heating system installation service; Building drainage system installation services; Building water system installation services; Landscaping engineering services; Construction of landscape and green space facilities; Interior decoration and decoration; Interior decoration design services; House leasing; Site leasing (excluding warehousing); Parking lot operation; estate management. 2. Development of main businesses of related parties in recent three years: Jiangsu Zhongnan Construction Group Co.Ltd(000961) the company has been rated as “contract abiding and trustworthy enterprise”, “advanced unit of production and operation” and “excellent five good team” by the provincial and municipal market supervision and Administration for many consecutive years. It has been recognized as a national “high-tech enterprise”. Now it has more than 40 patents and copyrights. It is a director unit of Guangzhou Construction Industry Federation He is a member of Guangdong engineering exploration and Design Industry Association and one of the key enterprises and top 100 enterprises in Haizhu District, Guangzhou.
3. In addition to the composition of the above-mentioned relationship, there are no other relationships between related parties and the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
4. Main financial indicators of related parties in the latest year: total assets of RMB 2.066 billion, total liabilities of RMB 1.813 billion and owner’s equity of RMB 253 million in 2020. The accumulated operating income is RMB 323 million, the total profit is RMB 5178300, and the net profit attributable to the parent company is RMB 5162600.
3、 Basic information of related party transactions
The relocation, upgrading and reconstruction project of 5000 tons of medium yttrium rich europium mixed rare earth ore in different places is subject to public bidding in Guangzhou public resources trading center. After evaluation by the bid evaluation committee, later publicity and no objection, it is determined that Jiangsu Zhongnan Construction Group Co.Ltd(000961) and Changsha Design Institute are the bid winning units, and the bid winning amount is 47.7346 million yuan.
The engineering and construction contents of the project are: the total construction area is 44763.16 m2, including the original construction area of 34027.79 m2 and the new construction area of 10735.37 m2. The construction contents include the second extraction workshop, ammonia storage tank area, fire water station, 10kV substation (expansion), diesel generator room, natural gas regulator station, high-pressure water mist pump room, slag silo, plant toilet, etc.
4、 Pricing strategy and basis of related party transactions
Three consortia participated in the public bidding. The maximum bidding price of the project construction cost is 48.21 million yuan, and the bid winning price of the consortium between Jiangsu Zhongnan Construction Group Co.Ltd(000961) and Changsha Design Institute is 47.7346 million yuan. This related party transaction complies with the relevant requirements of relevant national laws, regulations and normative documents. The bidding procedures and results are open and fair, and the trading conditions are fair. There is no behavior of using the relationship of related parties to damage the interests of the listed company, nor does it damage the legitimate interests of the company or transfer interests to related companies.
5、 Impact of related party transactions on Listed Companies
This connected transaction is formed through public bidding and will not damage the interests of the company and other shareholders. The implementation of the project will upgrade the existing equipment of Fuyuan company, further improve the rare earth separation capacity of the company, and make the company’s ionic rare earth separation process reach the world-class level. After the completion of the project, the company’s operating revenue and net profit will increase significantly.
6、 Accumulated various related party transactions with the related party
As of the disclosure date of the announcement, there was no related party transaction between the company and Jiangsu Zhongnan Construction Group Co.Ltd(000961) in the past 12 months.
It is hereby announced.
Rising Nonferrous Metals Share Co.Ltd(600259) board of directors January 20, 2002
