ZIJIN MINING GROUP COMPANY LIMITED The Board of the Company announced that on 22 February 2017, Xinjiang Ashele, a subsidiary of the Company, as the seller, entered into the Copper Concentrates Supply Contract with Xinjiang Non-ferrous Materials, as the buyer, for a term effective from 1 January 2017 to 31 December 2017.
The Company is one of the substantial shareholders of Xinjiang Ashele, currently holding 51% equity interest in Xinjiang Ashele. Xinjiang Non-ferrous Metal Industry (Group) Company Limited and its subsidiary China Non-ferrous Metal Import and Export Xinjiang Corp. together hold 34% equity interest in Xinjiang Ashele. Xinjiang Non-ferrous Materials is a wholly-owned subsidiary of Xinjiang Non-ferrous Metal Industry (Group) Company Limited. Xinjiang Non-ferrous Materials is an associate of Xinjiang Non-ferrous Metal Industry (Group) Company Limited and a connected person to the Company (as defined in the Listing Rules). Therefore, under Chapter 14A of the Listing Rules, the transaction under the Copper Concentrates Supply Contract constitutes a continuing connected transaction of the Company.
The Continuing Connected Transaction, which is continuous in nature, was entered into in the ordinary and usual course of business of the Company. As one or more of the applicable percentage ratios (as set out in the Listing Rules, except the profit ratio) in relation to the transaction is, on an annual basis, more than 1% but all the applicable percentage ratios are less than 5%, the transaction constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules with exemption on the circular and approval from Independent Shareholders, but is subject to annual review, reporting and announcement requirements under Chapter 14A of the Listing Rules.
The Board of the Company announced that on 22 February 2017, Xinjiang Ashele, a subsidiary of the Company, as the seller, entered into the Copper Concentrates Supply Contract with Xinjiang Non-ferrous Materials, as the buyer, for a term effective from 1 January 2017 to 31 December 2017.
PRINCIPAL TERMS OF CONTRACTCOPPER CONCENTRATES SUPPLY CONTRACT
Date: | 22 February 2017 |
Parties: | Seller: Xinjiang Ashele is a subsidiary of the Company, a company incorporated in the PRC with limited liability, and is mainly engaged in the development of Ashele copper mine in Xinjiang Province. Buyer: Xinjiang Non-ferrous Materials. The controlling shareholder of Xinjiang Non-ferrous Materials is Xinjiang Non-ferrous Metal Industry (Group) Company Limited. Xinjiang Non-ferrous Materials is mainly engaged in: General business scope: Business in chrome ore, chrome-magnesite bricks, coke and furnace charging materials; sales of metal materials, machinery and electrical products, mining products, chemical products, construction materials, instruments and meters, metal hardware and electrical products; retail of chemical fertilizers; processing of machinery components; installation and technical consultation services of machinery and equipment; services relating to loading and unloading, delivery and storage; leasing of houses; heating supply services; container transportation services by rail; freight agency services; sales of agricultural by-products, aquatic products and frozen food; sales of coals and stone materials (items which require approvals under the law shall be subject to the approval from relevant departments before the commencement of business). |
Product of sales: | Copper concentrates |
Pricing: |
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benchmark price multiplied by a relevant price coefficient;
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Term: | From 1 January 2017 to 31 December 2017 |
Payment term: |
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The terms of the Copper Concentrates Supply Contract were arrived at after an arm's length negotiation between Xinjiang Ashele and Xinjiang Non-ferrous Materials.
ANNUAL CAPThe Company proposes that the maximum amount ("Annual Cap") of the Copper Concentrates Supply Contract for the year ended 31 December 2017 to be RMB850 million.
The Annual Cap of the Copper Concentrates Supply Contract for the year ended 31 December 2017 was determined with reference to the production plan of Xinjiang Ashele and the planned requirement of Xinjiang Non-ferrous Materials. It is estimated that Xinjiang Ashele will sell copper concentrates containing not more than 21,000 tonnes of copper metal to Xinjiang Non-ferrous Materials in 2017. The breakdown of the transaction value is as follows:
Year 2014 (Actual) RMB | Year 2015 (Actual) RMB | Year 2016 (Actual) RMB | Year 2017 (Annual Cap) RMB |
1. | Sales of copper concentrates to Xinjiang Wuxin Copper Company Limited (Note) | 228,020,000 | 365,000,000 | N/A | N/A |
2. | Sales of copper concentrates to Xinjiang Non-ferrous Materials (Note) | N/A | N/A | 503,000,000 (unaudited) | 850,000,000 |
Note: The controlling shareholder of Xinjiang Wuxin Copper Company Limited and Xinjiang Non-ferrous Materials is Xinjiang Non-ferrous Metal Industry (Group) Company Limited.
As at the end of January 2017, the cumulative transaction amount was approximately RMB86.24 million (unaudited).
CONNECTION BETWEEN THE PARTIES IN THE TRANSACTIONThe Company is one of the substantial shareholders of Xinjiang Ashele, currently holding 51% equity interest in Xinjiang Ashele. Xinjiang Non-ferrous Metal Industry (Group) Company Limited and its subsidiary China Non-ferrous Metal Import and Export Xinjiang Corp. together hold 34% equity interest in Xinjiang Ashele. Xinjiang Non-ferrous Materials is a wholly-owned subsidiary of Xinjiang Non-ferrous Metal Industry (Group) Company Limited. Xinjiang Non-ferrous Materials is an associate of Xinjiang Non-ferrous Metal Industry (Group) Company Limited and a connected person to the Company (as defined in the Listing Rules). Therefore, under Chapter 14A of the Listing Rules, the transaction under the Copper Concentrates Supply Contract constitutes a continuing connected transaction of the Company.
REASONS FOR AND BENEFITS OF THE PROPOSED TRANSACTIONThe Company is principally engaged in the mining, production, refining and sales of gold and other mineral resources in the PRC. The sales of copper concentrates from Xinjiang Ashele to Xinjiang Non-ferrous Materials can broaden sales channels in Xinjiang. Therefore, the Directors (including the independent non-executive Directors) consider that the terms of the Copper Concentrates Supply Contract are on normal commercial terms and in the ordinary and usual course of business of the Group, and are fair and reasonable and in the interests of the Company and its Shareholders as a whole.
MATERIAL INTERESTTo the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, no Director has a material interest in the transaction and is required to abstain from voting on the Board meeting approving the transaction.
GENERALZijin Mining Group Company Ltd. published this content on 22 February 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 22 February 2017 10:31:07 UTC.
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