Securities code: 000655 securities abbreviation: Shandong Jinling Mining Co.Ltd(000655) Announcement No.: 2022-007
Shandong Jinling Mining Co.Ltd(000655)
About signing the equity custody agreement with the controlling shareholder and its related parties
Announcement of related party transactions
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.
1、 Overview of related party transactions
(I) basic information
1. On January 15, 2022, Shandong Jinling Mining Co.Ltd(000655) (hereinafter referred to as "the company" or "the company") was published in China Securities Journal, Securities Daily, securities times and cninfo.com（ http://www.cn.info.com.cn. ）The announcement on the controlling shareholder's avoidance of horizontal competition (Announcement No.: 2022-004) was disclosed. In order to avoid horizontal competition, the controlling shareholder Shandong Jinling iron ore Co., Ltd. (hereinafter referred to as "Jinling iron ore") 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") is entrusted to the company. Meanwhile, in order to give full play to the advantages of Industrial Synergy and operation of both parties and achieve mutual benefit and win-win results, Jinling iron mine also decided to entrust its 100% equity of Zibo Tieying iron and Steel Co., Ltd. (hereinafter referred to as "Tieying company") to the company for custody.
2. The indirect controlling shareholder Shandong Iron And Steel Company Ltd(600022) Group Mining Co., Ltd. (hereinafter referred to as "Shangang mining") established a wholly-owned subsidiary Shandong PengJi Mining Co., Ltd. (hereinafter referred to as "Pengji mining") in December 2021. At present, it is in the early stage of establishment and only owns the exploration right of Pengji iron ore. in order to avoid potential horizontal competition caused by the development and operation of Pengji mining in the future, Shangang mining plans to entrust its 100% equity of Pengji mining to the company for custody.
3. On January 21, 2022, the company signed the equity custody agreement with Shangang mining and Jinling Iron Mine respectively to trust 100% equity of Pengji mining, 35% equity of Laiwu mining, 34% equity of Lunan Mining and 100% equity of Tieying company (hereinafter referred to as the "underlying equity"), and the company will exercise the operation and management rights related to the underlying equity, That is, to exercise other shareholders' rights related to the subject equity except ownership, final disposal right and income right, the custody period is 3 years, and the custody fee with Shangang mining and Jinling iron mine is 500000 yuan / year and 1 million yuan / year respectively.
According to the stock listing rules of Shenzhen Stock Exchange and other regulations, Shangang mining and Jinling Iron Mine are the indirect and direct controlling shareholders of the company respectively, and this transaction constitutes a connected transaction. On January 21, 2022, the sixth (temporary) meeting of the ninth board of directors of the company considered and adopted the proposal on signing equity custody agreement and related party transactions with controlling shareholders and their related parties. When the board of directors considered the above matters, the related directors Mr. Fu Bo, Mr. Liu Wei, Mr. Liu Chun, Mr. Zhang Xinfu, Mr. Chen Jian and Mr. Ning Ge abstained from voting, The remaining three independent directors unanimously agreed to the proposal, which is in line with the articles of association and relevant provisions. The independent directors approved the above proposal in advance and expressed their independent opinions.
This connected transaction is within the decision-making authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. This connected transaction does not belong to the substantive purchase or sale of assets, nor does it form substantive control over the entrusted assets, and does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
(I) basic information of Jinling Iron Mine
1. Basic overview
Company name: Shandong Jinling iron ore Co., Ltd
Unified social credit Code: 91370300164105191d
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Dai hanqiang
Registered capital: 200 million yuan only
Address: Zhongbu Town, Zhangdian District, Zibo City
Business scope: iron ore mining; Processing, production and sales of iron concentrate powder, copper concentrate powder, cobalt concentrate powder and cast iron (the above four items do not include smelting); machining; Installation and maintenance of mining equipment; Import and export of goods; Production and sales of barrel (bottle) drinking water; Mining, geology, beneficiation, equipment management and maintenance, equipment maintenance and technical services (including overseas); Project contracting. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Controlling shareholder: Shandong Iron And Steel Company Ltd(600022) Group Mining Co., Ltd. holds 100% equity
Actual controller: state owned assets supervision and Administration Commission of Shandong Provincial People's Government
2. History and main business
Jinling iron mine, formerly known as "Jinling Town Iron Mine of Shandong mining bureau", was renamed "Jinling Iron Mine of East China Ministry of industry" in 1951. After several changes with the subordinate relationship, it was officially renamed "Shandong Jinling Iron Mine" in 1991. In March 2017, the "corporate system" restructuring was completed. Jinling iron mine belongs to the platform company and has no substantive business. Now it holds 58.41% of the shares of the company Wholly owned Tieying company and 35% equity of Laiwu mining and 34% equity of Lunan Mining.
3. Financial data
As of December 31, 2021, the total assets of Jinling Iron Mine headquarters are 1807655500 yuan. In 2021, the company realized an operating revenue of 22.7086 million yuan and a net profit of 31.2941 million yuan. (Unaudited)
4. Association description
Jinling iron mine holds 58.41% of the shares of the company and is the controlling shareholder of the company, which meets the provisions of paragraph 2 (I) of article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange.
5. Description of other matters
Upon inquiry, Jinling iron mine is not the person who has broken his promise.
(II) basic information of Shangang mining industry
1. Basic overview
Company name: Shandong Iron And Steel Company Ltd(600022) Group Mining Co., Ltd
Unified social credit Code: 913700006792375562
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Fu Bo
Registered capital: 1.5 billion yuan only
Address: Building 4, Shuntai Plaza, No. 2000, Shunhua Road, high tech Industrial Development Zone, Jinan
Business scope: general items: mineral processing; Mineral washing and processing; Metal ore sales; Engaging in investment activities with its own funds; Engineering management services; Production line management services; Foreign contracted projects; Engineering and technical research and test development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of metal materials; Sales of non-metallic minerals and products; Mining machinery manufacturing; Sales of mining machinery; Machining of mechanical parts and components; Sales of mechanical parts and components; Manufacturing of new building materials (excluding hazardous chemicals); Sales of building materials (except for projects subject to approval according to law, carry out business activities independently according to law with business license): Mining of mineral resources (non coal mines); Construction engineering design; Road cargo transportation (excluding dangerous goods); Import and export of goods (for items subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business items shall be subject to the approval results)
Controlling shareholder: Shandong Iron And Steel Company Ltd(600022) Group Co., Ltd. holds 100% equity
Actual controller: state owned assets supervision and Administration Commission of Shandong Provincial People's Government
2. History and main business
Founded on September 2, 2008, Shandong Iron And Steel Company Ltd(600022) Group Co., Ltd. increased the registered capital of Shangang mining with its 100% equity of Jinling iron mine on September 26, 2017. Shangang mining is a platform company without substantive business. Now it indirectly holds 58.41% shares of the company through Jinling Iron Mine and wholly controls Jinling iron mine and Pengji mining.
3. Financial data
As of December 31, 2021, the total assets of Shangang mining headquarters are 3894.1688 million yuan, and the net assets are 1681.9806 million yuan. In 2021, the company realized an operating revenue of RMB 10000 and a net profit of RMB 134532500. (Unaudited)
4. Association description
Shangang mining indirectly holds 58.41% of the shares of the company and is the indirect controlling shareholder of the company, which meets the provisions of paragraph 2 (I) of article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange.
5. Description of other matters
After inquiry, Shangang mining is not a dishonest person to be executed.
3、 Basic information of related party transactions
(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 development and development of new 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; Processing, installation and sales of mechanical parts, processing and sales of steel balls (limited to branches), 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 lower limit 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
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)
(III) Tieying company
1. Basic overview
Company name: Zibo Tieying Steel Co., Ltd
Unified social credit Code: 913703007563996721
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: LV Xuedong
Date of establishment: November 21, 2003
Registered capital: seventy million yuan only
Address: Zhongbu Town, Zhangdian District, Zibo City, Shandong Province
Business scope: production and sales of oxidized pellets; Pig iron and water slag sales; Labor dispatch (excluding overseas dispatch); Import and export of goods. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Ownership structure
Serial number shareholder name contribution amount（
