第十届董事会第三次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 云南铜业股份有限公司（以下简称云南铜业或公司）第 十届董事会第三次会议通知于 2025 年 8 月 15 日以加密邮件 形式发出，会议于 2025 年 8 月 25 日以现场结合视频方式在 云南省昆明市盘龙区华云路 1 号中铜大厦会议室召开。会议 应到董事 11 人，实到董事 11 人，会议由董事长孔德颂先生 主持，公司高级管理人员列席。会议的召集、召开符合《公 司法》《深圳证券交易所股票上市规则》和《公司章程》的 规定，合法有效。到会董事经过充分讨论，以书面表决的方 式审议并通过了如下议案： 一、以 11 票赞成，0 票反对，0 票弃权，审议通过《云 南铜业股份有限公司 2025 年半年度报告全文》； 证券代码：000878 证券简称：云南铜业 公告编号：2025-066 云南铜业股份有限公司 董事会审计与风险管理委员会已审议并一致同意上述 议案，同意将相关议案提交董事会审议。 三、关联董事回避表决后，以 7 票赞成，0 票反对，0 票弃权，审议通过《云南铜业股份有限公司关于中国 ...

Group 1 - The A-share market continues to rise, with the "anti-involution" concept leading the gains, particularly in the non-ferrous metals sector, which has seen significant trading volume and net subscriptions for the Non-Ferrous 50 ETF (159652) reaching 15 million shares [1][3] - Over the past five trading days, the Non-Ferrous 50 ETF has experienced net inflows for four days, totaling 137 million yuan, indicating strong investor interest [3] - The non-ferrous metals sector is benefiting from a weaker US dollar and ongoing demand for safe-haven assets, with the sector's financial attributes being highlighted as a key driver for investment [3][4] Group 2 - The recent dovish comments from Federal Reserve Chairman Jerome Powell have increased the likelihood of interest rate cuts, leading to a drop in the US dollar index and a strong performance in non-ferrous metal prices [4] - The non-ferrous metals sector is emerging from a seasonal downturn, with inventory levels approaching a turning point, suggesting a favorable environment for investment due to both commodity and financial attributes [4] - The Non-Ferrous 50 ETF is noted for its high copper content at 31%, making it a leading choice among similar investment products [5] Group 3 - Key companies within the Non-Ferrous 50 ETF include Zijin Mining (15.8% weight), Northern Rare Earth (5.0% weight), and China Aluminum (4.4% weight), among others, indicating a diversified exposure to various non-ferrous metals [6][7] - The overall valuation of the non-ferrous sector is considered attractive, supported by multiple favorable factors such as supply-side contraction policies and new demand drivers from economic cycles [4]

Core Viewpoint - The non-ferrous metal sector is experiencing a strong rally, with notable gains in various companies following comments from the Federal Reserve Chairman regarding potential interest rate cuts [1] Company Performance - Northern Copper Industry has reached its daily limit increase - Jiangxi Copper, Silver Nonferrous, Electrical Alloy, and Yunnan Copper have all surged over 5% - Other companies such as Luoping Zinc & Electricity, Zijin Mining, Luoyang Molybdenum, and Yun Aluminum have also seen significant gains [1]

Core Insights - The A-share market has seen a surge in mergers and acquisitions (M&A) activities since August, with 96 companies disclosing M&A announcements from August 1 to August 24, indicating a significant trend towards resource optimization and efficiency enhancement among listed companies [1] Group 1: M&A Activities - Notable M&A cases in August include Chongqing Water's acquisition of 100% equity in Chongqing Yujing Water for 354 million yuan, aimed at resolving potential industry competition and enhancing market share in the water supply business [1] - Yunnan Copper plans to acquire an additional 40% stake in Liangshan Mining, which will make it a controlling subsidiary, thereby strengthening resource reserves and production capacity [2] - China Shenhua is set to acquire assets from its controlling shareholder, involving 13 companies across coal, coal chemical, and logistics sectors, to enhance resource integration and operational efficiency [2][3] Group 2: Policy Support - Continuous policy support for M&A activities has been noted, with the People's Bank of China and other departments issuing guidelines to improve M&A loan policies and support investments that enhance industrial chain collaboration [3] - Local governments, such as Chongqing and Hainan, are implementing measures to facilitate financing for M&A, including interest subsidies for bank loans related to mergers in the biopharmaceutical sector [4] - Since the introduction of the "M&A Six Guidelines," the market has remained active, with Jiangsu's capital market reporting 209 new M&A disclosures and a total transaction amount exceeding 650.84 billion yuan, accounting for 12% of the national total [4]

Suspension - Feilu Co., Ltd. is planning a change in company control, leading to the suspension of its stock [1] Capital Increase and Mergers - Yunnan Copper Industry has submitted an application to acquire 40% of Liangshan Mining, which has been accepted by the Shenzhen Stock Exchange [2] - Zhenghe Industrial plans to raise no more than 818 million yuan through a private placement for agricultural machinery component expansion, garden tool chain saw system project, micro chain system software and hardware integration R&D, and to supplement working capital [2] - iFlytek intends to raise no more than 4 billion yuan through a private placement for the Spark Education large model and typical products, and to supplement working capital; a shareholder, Yanzhi Technology, plans to subscribe for no less than 250 million yuan and no more than 350 million yuan [2] External Investment and Daily Operations - Wantai Biological Pharmacy's nine-valent human papillomavirus vaccine has received its first batch release certificate [3] - Hanyu Pharmaceutical's acetic acid atoziban injection has obtained marketing approval in Vietnam [4] - Zai Jian Pharmaceutical has received clinical trial approval for injectable ZG005, injectable ZGGS18, and the combination with hydrochloride gikaixin tablets [5] - Changchun High-tech's subsidiary has had its clinical trial application for injectable GenSci143 accepted [6] - Jinbo Co., Ltd. has received a notification from a leading OEM, selecting the company as a designated supplier for developing and supplying carbon-ceramic brake disc products [6] - Greeenmei has signed a strategic cooperation agreement with Weilan Lithium Core to create a high-energy battery materials and solid-state battery innovation consortium [7] - Anyuan Coal Industry plans to change its stock name to "Jiang Tung Equipment" [8] Performance Changes - Qianfang Technology reported a net profit of 170 million yuan in the first half of the year, a year-on-year increase of 1287.12% [9] - Sainuo Medical's net profit in the first half of the year increased by 296.54% year-on-year [10] - Jin Qilin reported a net profit of 108 million yuan in the first half of the year, a year-on-year increase of 226.14% [11] - Qianzhao Optoelectronics reported a net profit of 69.23 million yuan in the first half of the year, a year-on-year increase of 88.04% [12] - Miaokelando reported a net profit of 133 million yuan in the first half of the year, a year-on-year increase of 86.27% [12] - Hudian Co., Ltd. reported a net profit of 1.683 billion yuan in the first half of the year, a year-on-year increase of 48% [12] - GoerTek reported a net profit of 1.417 billion yuan in the first half of the year, a year-on-year increase of 15.65% [12] - Yunnan Ge Industry reported a net profit of 22.15 million yuan in the first half of the year, returning to profitability [12]

法律意见书 序号 名称 页码 北京市中伦律师事务所关于云南铜业股份有限公司发行股份购买 资产并募集配套资金暨关联交易的法律意见书 北京市中伦律师事务所关于云南铜业股份有限公司发行股份购买 资产并募集配套资金暨关联交易的补充法律意见书（一） 北京市中伦律师事务所 关于云南铜业股份有限公司 发行股份购买资产并募集配套资金暨关联交易的 法律意见书 二〇二五年七月 法律意见书 目 录 法律意见书 | 释 | 义 | | --- | --- | | 在本法律意见书内，除非文义另有所指，下列词语具有下述含义： | | | 上市公司、公司、云南铜业 指 | 云南铜业股份有限公司 | | 标的公司、凉山矿业 指 | 凉山矿业股份有限公司 | | 云南铜业（集团）有限公司持有的标的公司 40.00%股 | | | 标的资产 指 | | | 份 | | | 交易对方、控股股东、云铜 | | | 指 云南铜业（集团）有限公司 | | | 集团 | | | 交易双方 指 云南铜业及云铜集团 | | | 募集配套资金认购方 指 | 中国铝业集团有限公司、中国铜业有限公司 | | 中铝集团 指 中国铝业集团有限公司 | | | 中国铜业 ...

Summary of Key Points Core Viewpoint The company, Yunnan Copper Co., Ltd., is planning to acquire a 40% stake in Liangshan Mining Co., Ltd. from its controlling shareholder, Yunnan Copper (Group) Co., Ltd., through a share issuance. Additionally, it aims to raise supporting funds by issuing shares to China Aluminum Corporation and China Copper Corporation. This transaction is expected to enhance the company's operational capacity and financial performance. Group 1: Transaction Overview - The transaction involves issuing shares to acquire 40% of Liangshan Mining, which will become a subsidiary of Yunnan Copper [9][13] - The total amount of supporting funds to be raised is 150,000 million yuan, with 75,000 million yuan allocated for the construction of the Hongniupo Copper Mine project [11][12] - The transaction is classified as a related party transaction and constitutes a major asset restructuring under regulatory guidelines [9][12] Group 2: Financial Impact - The estimated transaction price for the 40% stake in Liangshan Mining is 232,351.05 million yuan, reflecting a 320.50% premium based on the asset valuation [9][16] - Post-transaction, the total assets of the company are projected to increase from 4,925,647.69 million yuan to 5,162,280.70 million yuan, while total liabilities will rise from 3,073,124.50 million yuan to 3,206,062.57 million yuan [16][17] - The company's net profit is expected to increase, although there may be a slight dilution in earnings per share in the short term [17][21] Group 3: Shareholding Structure - Before the transaction, Yunnan Copper (Group) held 31.82% of the shares, which will increase to 39.55% post-transaction [13][14] - The shareholding of China Aluminum Corporation and China Copper Corporation will also increase, with China Aluminum holding 6.18% and China Copper holding 2.27% after the transaction [13][14] Group 4: Regulatory and Approval Process - The transaction has undergone necessary decision-making and approval processes, including board meetings and independent director reviews [17][18] - The completion of the transaction is contingent upon obtaining regulatory approvals from relevant authorities [17][18] Group 5: Investor Protection Measures - The company has committed to strict information disclosure obligations to protect investor rights, particularly for minority shareholders [20][25] - Measures include ensuring fair pricing for the transaction and providing a platform for shareholder voting [20][25]

Core Viewpoint - Yunnan Copper Co., Ltd. plans to acquire a 40% stake in Liangshan Mining Co., Ltd. from Yunnan Copper (Group) Co., Ltd. through a share issuance and raise supporting funds by issuing shares to China Aluminum Corporation and China Copper Corporation [1][2]. Group 1: Transaction Overview - The company has received approval from the board and shareholders for the issuance of shares to purchase assets and raise supporting funds [1]. - The transaction involves the issuance of shares to acquire a significant stake in Liangshan Mining, indicating a strategic move to enhance its asset portfolio [1][2]. Group 2: Document Updates - The draft report has been revised to reflect the actual transaction progress and the approval procedures that are yet to be completed [2]. - Updates include disclosures regarding land property rights and patent certificates owned by Liangshan Mining [2][3]. - Minor textual improvements were made to the restructuring report, which do not affect the transaction plan [3].

Core Viewpoint - Yunnan Copper Co., Ltd. plans to acquire a 40% stake in Liangshan Mining Co., Ltd. from Yunnan Copper (Group) Co., Ltd. through a share issuance and raise supporting funds by issuing shares to China Aluminum Corporation and China Copper Corporation [1][2] Group 1 - The company has received acceptance from the Shenzhen Stock Exchange for its application regarding the issuance of shares to purchase assets and raise supporting funds [1] - The application documents were verified by the Shenzhen Stock Exchange, which deemed them complete and decided to accept the application [1] - The transaction is subject to multiple approval processes, including approval from the Shenzhen Stock Exchange and registration with the China Securities Regulatory Commission [2] Group 2 - There is uncertainty regarding whether the transaction will obtain the necessary approvals, reviews, and registrations, as well as the timeline for these processes [2] - The company will continue to advance the related work for this transaction and will comply with relevant laws and regulations for information disclosure [2]

Core Viewpoint - Yunnan Copper Industry Co., Ltd. plans to acquire 40% of Liangshan Mining Co., Ltd. through a share issuance, while also raising matching funds from China Aluminum Corporation and China Copper Corporation [1] Group 1: Acquisition Details - The company intends to purchase the 40% stake held by Yunnan Copper (Group) Co., Ltd. in Liangshan Mining Co., Ltd. [1] - The transaction is subject to multiple approval processes, including review by the Shenzhen Stock Exchange and registration approval from the China Securities Regulatory Commission [1] Group 2: Fundraising - The company will issue shares to raise matching funds from China Aluminum Corporation and China Copper Corporation [1] - The application for the share issuance and fundraising has been accepted by the Shenzhen Stock Exchange as of August 20, 2025 [1]