云南驰宏锌锗股份有限公司收购报告书摘要

Core Viewpoint - The acquisition involves China Copper Corporation acquiring 1,944,142,784 shares of Yunnan Chihong Zinc & Germanium Co., Ltd., representing 38.57% of its total share capital, through a non-compensatory transfer from Yunnan Metallurgy, with no change in the actual controller of the company, which remains the State-owned Assets Supervision and Administration Commission of the State Council [1][15][34]. Group 1: Acquisition Details - The acquisition is a non-compensatory transfer of shares from Yunnan Metallurgy to China Copper, which will become the controlling shareholder of Yunnan Chihong Zinc & Germanium [15][23]. - The transfer has been approved by the relevant authorities, including the board of directors of China Copper and the approval from the Aluminum Corporation of China [17][18]. - The acquisition does not involve any changes to the employment relationships of the company's employees or the handling of debts [25][26]. Group 2: Financial and Corporate Structure - China Copper is a diversified large enterprise group primarily engaged in the investment and management of copper, lead-zinc, and other non-ferrous metal industries [4][11]. - The financial data for China Copper over the last three years indicates a stable financial position, with no significant legal or compliance issues reported in the past five years [7][12]. - The Aluminum Corporation of China, as the controlling shareholder of China Copper, also maintains significant stakes in various other listed companies, enhancing its influence in the non-ferrous metals sector [11][12]. Group 3: Regulatory Compliance - The acquisition qualifies for exemption from mandatory tender offer requirements as it involves a transfer between entities under the same actual controller, thus not altering the control of Yunnan Chihong Zinc & Germanium [33][34]. - The necessary regulatory approvals and compliance checks are being followed, including confirmation from the Shanghai Stock Exchange and the completion of share transfer registration [21][31].