YCC(SZ:000878) Zheng Quan Zhi Xing·2025-08-21 11:18Summary 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]