洛阳栾川钼业集团股份有限公司关于拟根据一般性授权发行12亿美元于2027年到期的零息有担保可换股债券的公告

Core Viewpoint - Luoyang Molybdenum Co., Ltd. plans to issue $1.2 billion of zero-coupon convertible bonds due in 2027, backed by its indirect subsidiary CMOC Capital Limited, to enhance its capital structure and support overseas resource projects [1][16]. Group 1: Transaction Overview - The company intends to issue $1.2 billion in convertible bonds, with a conversion price of HKD 28.03 per share, representing a premium of approximately 28.70% over the last closing price of HKD 21.78 on January 19, 2026 [2][12]. - If fully converted at the initial conversion price, the bonds will convert into approximately 333,739,565 H-shares, accounting for about 8.48% of the existing H-shares and 1.56% of the total issued shares [2][12]. Group 2: Use of Proceeds - The net proceeds from the bond issuance, estimated at approximately $1,187.5 million, will be used to support the expansion, optimization, and ongoing capital expenditures of the company's overseas resource projects, as well as to enhance working capital flexibility [15][16]. Group 3: Benefits of Issuing Bonds - The board believes that issuing the bonds provides an opportunity to diversify the shareholder base, improve liquidity, reduce financing costs, and raise additional working capital, which will promote the overall development and expansion of the company [16]. Group 4: Regulatory and Approval Process - The company will apply for the listing of the bonds on the Vienna Stock Exchange and for the conversion shares on the Hong Kong Stock Exchange, with no further shareholder approval required for the bond issuance and share allocation [3][16]. - The issuance is subject to several conditions, including satisfactory due diligence and compliance with regulatory requirements, including filings with the China Securities Regulatory Commission [8][9]. Group 5: Company Background - Luoyang Molybdenum Co., Ltd. is a leading producer in the non-ferrous metal mining industry, primarily engaged in the mining and processing of base and rare metals, with operations across Asia, Africa, South America, and Europe [20]. - The company ranks 138th in the 2025 Fortune China 500 and 630th in the 2025 Forbes Global 2000 [20].