证券代码：601899 证券简称：紫金矿业 编号：临 2025-056 紫金矿业集团股份有限公司 关于分拆所属子公司紫金黄金国际有限公司至香港联交所上市 相关内幕信息知情人买卖股票情况之自查报告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 紫金矿业集团股份有限公司（以下简称"紫金矿业"、"公司"或"上市公司"） 拟分拆所属子公司紫金黄金国际有限公司（以下简称"紫金黄金国际"、"拟分拆 主体"或"所属子公司"）至香港联交所上市（以下简称"本次分拆"或"本次分 拆上市"）。2025 年 5 月 26 日，公司召开第八届董事会 2025 年第 9 次临时会议审 议通过了《关于<紫金矿业集团股份有限公司关于分拆所属子公司紫金黄金国际有 限公司至香港联交所上市的预案>的议案》及其他与本次分拆相关的议案，具体内 容详见公司在上海证券交易所及公司网站披露的相关公告。 根据《上市公司分拆规则(试行)》《上市公司重大资产重组管理办法(2025 修 正)》《公开发行证券的公司信息披露内容与格式准则第 26 号——上市公司重大资 产重组(202 ...

证券代码：601899 证券简称：紫金矿业 编号：临 2025-055 紫金矿业集团股份有限公司 关于为子公司提供担保的实施公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 公司全资子公司紫金实业向上海浦东发展银行申请总额不超过人民币 6.87 亿元贷款。公司将为上述贷款提供连带责任担保，担保期限不超过 6 年。 截止本公告日，公司为紫金实业提供的担保余额为 0 亿元。 （一）为全资子公司金山（香港）国际矿业有限公司提供担保 被担保人：金山（香港）国际矿业有限公司（以下简称"金山香港"） 紫金矿业集团股份有限公司（以下简称"公司"）全资子公司金山香港向 中国银行申请总额不超过人民币（币种下同）42 亿元贷款。公司将为上述贷款提 供连带责任担保，担保期限不超过 5 年。 （二）为全资子公司紫金海外发展（海南）有限公司提供担保 被担保人：紫金海外发展（海南）有限公司（以下简称"紫金海南"） 公司全资子公司紫金海南向进出口银行海南省分行申请总额不超过人民 币 3.322 亿元贷款。公司将为上述贷款提供连带责任担保 ...

Core Viewpoint - China's goods trade import and export value reached 17.94 trillion yuan in the first five months of this year, showing a year-on-year growth of 2.5%, with exports in May alone amounting to 2.28 trillion yuan, an increase of 6.3% [1] Group 1: Expansion and Diversification - Companies are broadening their horizons and shifting from single market reliance to diversified layouts, enhancing competitiveness through innovation [1][3] - Tongda Chuangzhi has established its first overseas base in Malaysia, with over 75% of its market share coming from overseas, and is focusing on expanding its customer base in Europe and Belt and Road countries [2] - Guangdong Vanward New Electric Co. is accelerating its overseas factory layout to meet international project demands, establishing its first overseas production base in Thailand [3] Group 2: Transformation and Upgrading - The "outbound" products are increasingly incorporating higher technological content as companies transition from traditional manufacturing to smart and green manufacturing [4][5] - CATL has successfully launched its first overseas factory in Germany and is expanding its presence in the European battery market, increasing its market share from 17% in 2021 to 38% in 2024 [5] Group 3: Localization and Integration - Companies are facing challenges in understanding local cultures and regulations while striving for high-quality outbound operations [6][7] - Zijin Mining has implemented a unique management model to enhance operational efficiency and local employment, achieving a local employment rate of 95.98% by the end of 2024 [8] - Tongda Chuangzhi's Malaysian factory achieved profitability within five months of operation, attributed to effective localization strategies and close cooperation between headquarters and local teams [8]

Core Viewpoint - The company has established a risk disposal plan in collaboration with Zijin Mining Group Finance Co., Ltd. to effectively prevent, control, and resolve financial business risks, ensuring the safety of funds [1][2]. Group 1: Risk Management Structure - A risk prevention and disposal leadership group has been formed, led by the company's chairman, with the financial director as the deputy leader, including heads from various departments [1]. - The leadership group is responsible for organizing risk prevention and disposal efforts, with a working group established within the financial planning department to oversee daily management and supervision of the financial company [1][2]. Group 2: Risk Reporting and Emergency Procedures - The company has implemented a financial business risk reporting system to regularly or temporarily report to the board of directors, including risk assessment reports on the financial company's operational qualifications and risk status [4]. - The risk disposal mechanism is to be activated under specific circumstances, such as financial runs, significant social impact events, or operational disruptions due to disasters or security incidents [6]. Group 3: Risk Mitigation Measures - Upon the occurrence of financial risks, the working group must report to the leadership group, which will analyze the situation and escalate it to the board of directors [5]. - The leadership group is tasked with ensuring that the financial company takes proactive measures to mitigate risks, including potentially halting new loans and recovering funds as necessary [6]. Group 4: Post-Incident Management - After a financial risk incident is resolved, the leadership group will enhance supervision of the financial company, requiring it to strengthen its financial capacity and reassess its risk exposure [10]. - A thorough analysis of the causes and consequences of the financial risk incident will be conducted to improve future risk prevention and management strategies [11].

Core Viewpoint - The company has conducted a thorough risk assessment of Zijin Mining Group Finance Co., Ltd., confirming its compliance with regulations and sound financial performance [2][6][7] Group 1: Basic Information of the Financial Company - The financial company is named Zijin Mining Group Finance Co., Ltd., with a registered capital of 1,003.146 million yuan [2] - The ownership structure includes Zijin Mining Group Co., Ltd. holding 96% and Industrial International Trust Co., Ltd. holding 4% [2] Group 2: Risk Management and Internal Control - The financial company has established a robust organizational structure for risk management, including a board of directors and various committees for oversight [3][4] - A comprehensive risk management and assessment system is in place, with specific procedures for identifying, measuring, and managing risks [3][4] Group 3: Operational and Regulatory Indicators - As of December 31, 2024, the financial company reported total assets of 1.776 billion yuan, with operating income of 314 million yuan and net profit of 180 million yuan [5][6] - All regulatory indicators, including a capital adequacy ratio of 15.51% and a liquidity ratio of 42.37%, meet the required standards [6] Group 4: Business Engagement with the Financial Company - As of June 20, 2025, the company has not engaged in any business transactions with the financial company [6] Group 5: Risk Assessment Opinion - The company concludes that the financial company operates within legal frameworks, has a complete risk management system, and maintains good creditworthiness [6][7]

Core Viewpoint - Zijin Mining Group plans to spin off its subsidiary Zijin Gold International for listing on the Hong Kong Stock Exchange, aiming to enhance its international presence in the gold sector and capitalize on favorable market conditions for gold assets [1][9][18]. Meeting Details - The second class meeting for A and H shareholders is scheduled for June 26, 2025, at 9 AM, with online voting available during specified time slots [1]. - The meeting will be held at the Zhonghang Zijin Plaza in Xiamen, Fujian Province, and will be presided over by Chen Jinghe [1]. Agenda - The meeting will include the announcement of the number of shareholders present, the proposal of various resolutions, and the voting process for these resolutions [1]. - Key resolutions include the proposal for the spin-off of Zijin Gold International and related legal and financial considerations [1][5]. Spin-off Proposal - The spin-off aims to accelerate the internationalization of Zijin Mining's gold segment and create a leading global gold listing entity [1][9]. - The proposal has been approved by the board and is now submitted for shareholder review [5][9]. Listing Plan - The proposed listing will occur on the main board of the Hong Kong Stock Exchange, with ordinary shares being issued [9][20]. - The issuance will not exceed 15% of the total share capital post-issue, with an option for underwriters to exercise an additional 15% [10][21]. Market Context - The global macroeconomic environment, characterized by high inflation and geopolitical risks, has increased the value of gold as a safe-haven asset, with gold investment demand rising by 25% in 2024 [18][19]. - The Chinese government has initiated reforms to enhance cross-border capital market connectivity, providing new avenues for quality assets to access international financing [18][19]. Impact on Company - The spin-off is expected to enhance Zijin Gold International's ability to attract capital and improve its competitive position in the global gold market [13][24]. - Zijin Mining will maintain control over Zijin Gold International, ensuring that its financial performance continues to be reflected in the consolidated financial statements of the parent company [13][24]. Financial Overview - As of December 31, 2024, Zijin Mining reported total assets of approximately 39.66 billion yuan and a net profit of approximately 3.94 billion yuan for the year [25]. - The company has significant resources, with gold reserves amounting to 3,972.53 tons, ranking fifth globally [25].

Investment Rating - The report maintains a "Recommended" investment rating for the copper industry [9]. Core Insights - The report highlights that the production growth of overseas large copper mining companies is low, and there are frequent disruptions. The lack of new large copper mining projects in the coming years will continue to constrain copper supply [9]. Summary by Sections 1. Copper Production in Major Producing Countries - Chile's copper production from January to April 2025 reached 1.752 million metric tons, a year-on-year increase of 3.57% (+60,300 tons). The growth is primarily driven by the Escondida project due to higher mining intensity and improved ore grades. Peru's copper production during the same period was 892,000 metric tons, up 5.59% (+47,200 tons), with significant contributions from the Las Bambas and Toromocho mines [4][18]. 2. Overseas Copper Mining Companies' Production - The total copper production of 15 major copper mining companies in Q1 2025 was 3.012 million tons, a slight increase of 0.1% (+3,000 tons). However, excluding three Chinese companies, the production of 12 overseas companies fell by 3.79% (-96,100 tons) to 2.436 million tons. Notably, Freeport and Glencore experienced significant declines of 20% and 29.95%, respectively [5][9]. 3. Growth in Chinese Copper Mining Companies - Three Chinese companies reported substantial production increases in Q1 2025: Minmetals Resources (+76.1%), Zijin Mining (+9.5%), and Luoyang Molybdenum (+15.7%). The growth for Minmetals was largely attributed to the Las Bambas mine in Peru, which produced 95,700 tons, a year-on-year increase of 70.9% (+39,700 tons) [7]. 4. Future Project Developments - The report notes a scarcity of new or expanded copper mining projects. The Salvador project by Codelco is currently ramping up production, while First Quantum's Kansanshi expansion is expected to contribute additional capacity starting in H2 2025. Other long-term projects include Rio Tinto's Oyu Tolgoi and Antofagasta's Centinela Phase II, with expected production increases in the coming years [8]. 5. Production Summary of Major Companies - Codelco's Q1 2025 production was 324,000 tons, a slight increase of 1.6% year-on-year. BHP's total production was 513,200 tons, up 10.18%, primarily due to the Escondida mine. Freeport's production fell to 393,720 tons, down 20% year-on-year, while Glencore's production dropped to 167,900 tons, a decrease of 29.95% [47][54][60][69].

Market Overview - The FTSE China A50 Index components showed a mixed performance with the banking and insurance sectors continuing to rise in the afternoon, while the consumer electronics sector experienced divergent trends [1][7]. Banking and Insurance Sector - Major banks and insurance companies such as China Pacific Insurance, Ping An Insurance, and China Life Insurance reported market capitalizations of 376.78 billion, 340.36 billion, and 996.83 billion respectively, with trading volumes of 7.95 million, 46.06 million, and 6.95 million [3]. - The insurance sector saw positive changes with Ping An Insurance increasing by 1.54 (+2.89%) and China Life Insurance by 0.14 (+1.67%) [3]. Consumer Electronics Sector - The consumer electronics sector displayed mixed results, with companies like Industrial Fulian and Luxshare Precision reporting market capitalizations of 408.89 billion and 240.74 billion respectively, and trading volumes of 39.50 million and 10.37 million [4]. - Industrial Fulian's stock decreased by 0.22 (-1.06%), while Luxshare Precision increased by 0.18 (+0.35%) [4]. Alcohol Industry - The alcohol sector, represented by Kweichow Moutai and Wuliangye, showed strong market capitalizations of 1,794.68 billion and 223.79 billion respectively, with trading volumes of 49.91 million and 21.95 million [3]. - Kweichow Moutai's stock increased by 2.66 (+0.19%), while Wuliangye rose by 6.84 (+3.87%) [3]. Semiconductor Sector - The semiconductor industry, including companies like North Huachuang and Cambrian, reported market capitalizations of 227.97 billion and 310.30 billion respectively, with trading volumes of 14.35 million and 21.38 million [3]. - North Huachuang's stock increased by 3.21 (+0.76%), while Cambrian's stock decreased by 8.11 (-1.39%) [3]. Automotive Sector - The automotive sector, featuring Great Wall Motors and BYD, had market capitalizations of 179.31 billion and 1,869.56 billion respectively, with trading volumes of 25.08 million and 3.83 million [3]. - Great Wall Motors' stock decreased by 0.25 (-0.07%), while BYD's stock decreased by 0.16 (-0.76%) [3]. Energy Sector - The energy sector, including China Petroleum and China Shenhua, reported market capitalizations of 1,676.47 billion and 1,095.42 billion respectively, with trading volumes of 12.62 million and 8.75 million [3]. - China Petroleum's stock increased by 0.21 (+1.30%), while China Shenhua's stock decreased by 1.84 (-0.76%) [3].

Group 1: Market Overview - The FTSE China A50 Index components showed a rebound in banking, insurance, and liquor sectors, while the power sector continued to adjust [1][4][5] - Major insurance companies like China Pacific Insurance, China Life Insurance, and Ping An Insurance reported market capitalizations of 378.55 billion, 342.10 billion, and 994.83 billion respectively, with trading volumes of 4.88 million, 24.23 million, and 3.99 million [4] - The liquor industry, led by Kweichow Moutai, Wuliangye, and Shanxi Fenjiu, had market capitalizations of 1807.87 billion, 225.39 billion, and 463.74 billion respectively, with trading volumes of 27.96 million, 15.85 million, and 20.97 million [4] Group 2: Sector Performance - The semiconductor sector, including companies like Northern Huachuang and Cambrian, had market capitalizations of 226.75 billion and 240.86 billion respectively, with trading volumes of 7.87 million and 14.31 million [4] - In the automotive sector, Great Wall Motors and BYD reported market capitalizations of 281.32 billion and 1874.12 billion respectively, with trading volumes of 13.90 million and 1.60 million [4] - The power sector, represented by companies like Yangtze Power and China Nuclear Power, had market capitalizations of 746.53 billion and 329.67 billion respectively, with trading volumes of 9.73 million and 16.36 million [5] Group 3: Notable Companies - China Shenhua Energy and Shaanxi Coal and Chemical Industry had market capitalizations of 193.12 billion and 1095.10 billion respectively, with trading volumes of 4.57 million and 18.81 million [4] - In the food and beverage sector, companies like Citic Securities and Haitai Flavor reported market capitalizations of 385.04 billion and 325.62 billion respectively, with trading volumes of 5.48 million and 3.31 million [5] - The electronics sector, including companies like Industrial Fulian and Luxshare Precision, had market capitalizations of 342.13 billion and 409.89 billion respectively, with trading volumes of 5.39 million and 23.98 million [5]

Core Viewpoint - Zijin Mining has announced a significant reduction in copper production guidance for its Kamoa-Kakula copper mine in the Democratic Republic of Congo due to flooding caused by damaged underground pumping facilities, impacting the company's overall revenue and profit expectations for 2025 [2][5][6]. Group 1: Production Impact - The Kamoa-Kakula copper mine's production guidance for 2025 has been revised down from 520,000-580,000 tons to 370,000-420,000 tons due to flooding in the eastern section of the mine [2][5]. - The company expects a corresponding reduction in its copper equity production for 2025 by 44,000 to 93,000 tons [6][7]. - The mine experienced multiple seismic events leading to structural failures, which contributed to the flooding [3][4]. Group 2: Financial Implications - The Kamoa-Kakula mine is projected to contribute approximately 1.72 billion RMB to Zijin Mining's net profit in 2024, accounting for about 5.37% of the company's total net profit [4]. - The overall revenue and profit expectations for Zijin Mining in 2025 are likely to be negatively affected due to the production cut at the Kamoa-Kakula mine [6][7]. Group 3: Market Context - In 2024, Zijin Mining achieved a revenue of 303.64 billion RMB, with copper sales accounting for 27.98% of this revenue [6]. - The company is one of the top copper producers globally, with a production growth rate of 24% over the past five years [6]. - The global copper market is experiencing a tight balance between supply and demand, with rising prices driven by increased demand from both developed and developing economies [7][8]. Group 4: Strategic Developments - Zijin Mining is establishing a joint venture with Ajilan Brothers Mining Company in Saudi Arabia to explore and potentially mine mineral resources, including zinc, copper, and gold [8][11]. - The joint venture will be controlled jointly by Zijin Mining and Ajilan Mining, with Zijin holding a 51% stake [11].