🇭🇰 港交所XINXIN MININGDoubao · 实盘不做把握 6/10不做原因:风险收益比不佳
北京时间·🕒 发布 21:15:00时区推断·⟳ 抓取 21:15:45·⚡ 决策 10-14 21:17:43 +1m58s·13.1 天前
新鑫矿业(3833.HK)上调与控股股东新疆有色互供协议2026–2027年持续关联交易年度上限
公告上调的是关联交易额度上限(max cap)而非新签订单或收入指引,增量主要由2026年前8个月已发生的铜价上涨解释,市场已可从铜价和公司经营数据推断;交易对手为持股40.05%的控股股东,属需独立股东批准的关联交易并附带治理折价;标的流动性极低(日成交约210万港元)、近20日跌8.8%且事件日收跌3.55%,风险回报不支持入场。
📄 原文XINXIN MINING↗ 原文
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the con…
不做 新疆新鑫矿业股份有限公司(03833.HK)
关联交易年度上限修订只是按已上涨铜价和重组后采购范围调升可交易额度,非新订单/盈利超预期,核心驱动已price-in于铜价;叠加日成交约210万港元的极低流动性、20日-8.8%弱势走势、事件日-3.55%以及EGM独立股东审批不确定性,无正期望交易edge
展开详情(成交明细 / 研究档案 / 原文全文 / 决策记录链)
研究档案
结论摘要
新鑫矿业上调与控股股东互供协议年度上限,实质是用更高的铜/硫酸市价预算追认既有关联交易额度,并因集团重组把镍精矿采购纳入关联交易,并非新增需求或盈利上修。叠加超低流动性、弱势走势和EGM审批不确定性,不构成可交易催化。
🔎 新鲜度:最早出现 2026-10-14 · 扩散 low · price-in 风险 medium ↗
关键理由
- 修订后2026/2027年对控股股东销售上限分别提升约31%/57%,方向上印证铜价上行与硫酸、铜精矿销量增长对营收的正面作用
- 战略重组后镍精矿供应纳入集团内部并锁定约1.23亿元2027年采购预算,有助于原料保障
主要风险
- 上限仅为可交易最高额度,实际按市价结算,不代表收入或利润承诺,且需独立股东EGM批准,存在审批与独立财务顾问意见不确定性
- 关联交易占比高、治理折价明显,股价20日-8.8%、事件日-3.55%且日均成交仅约210万港元,冲击成本与跳空风险高
反向证据
- 做多前查反向 · 来源 filing · 日期 2026-10-14 · 影响 weakens
公告自述上限依据为2026年前8个月阴极铜实际均价上调及市价趋势,且为交易最高额而非合同金额;1-8月对关联方销售6.354亿元属已发生业务,无新增订单或指引上修表述
检索:3833 新鑫矿业 上限修订 是否新订单/盈利指引 铜价已实现 关联交易治理 原文 ↗
先例如何影响了这次决策
对本次决策的影响:先例不改变结论;决策依据为事件机制(cap≠订单)、驱动因素已实现、流动性与走势,方向虽偏正面但无交易edge
方向:未构建先例面板:持续关联交易年度上限修订属程序性公司治理事件,额度本身不产生可量化的业绩surprise,外部先例对本次做/不做决策不具边际影响
涨幅量级:无可用于校准幅度的高相似对齐先例;不据此设定tp/sl
形态:未评估
工具执行结果 · 成功 2 · 降级 0 · 失败 0 · 取消 0
- search_processed_events 成功 stock_tools HTTP · 11 ms
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{
原文全文
展开原文 · 29,920 字
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong
Kong Limited take no responsibility for the contents of this announcement, make no
representation as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any
part of the contents of this announcement.
Xinjiang Xinxin Mining Industry Co., Ltd. *
新疆新鑫礦業股份有限公司
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock code: 3833)
ANNOUNCEMENT
PROPOSED REVISION OF THE ANNUAL CAPS FOR
EXISTING CONTINUING
CONNECTED TRANSACTIONS UNDER THE 2024 MUTUAL
SUPPLY AGREEMENT
BACKGROUND
References are made to (i) the Announcement Dated 1 November 2024, the Circular
Dated 5 November 2024 and the Announcement Dated 20 December 2024 in
relation to the existing continuing connected transactions contemplated under 2024
Mutual Supply Agreement; and (ii) the Announcement Dated 19 November 2025,
the Circular Dated 9 December 2025 and the Announcement Dated 24 December
2025 in relation to the revision of the annual caps under the 2024 Mutual Supply
Agreement.
References are also made to the Inside Information Announcements dated 10
July 2026, 31 July 2026, 28 August 2026 and 30 September 2026, respectively,
in relation to the strategic restructuring (the “Strategic Restructuring”)
between Xinjiang Non-Ferrous and Xinjiang Mineral. On 30 September 2026,
the Company has been informed by Xinjiang Non-Ferrous that the shareholder
of Xinjiang Mineral has been changed from the State-owned Assets Supervision
and Administration Commission of the People’s Government of Xinjiang Uygur
Autonomous Region to Xinjiang Non-Ferrous.
–1–
Taking into account (i) the increase in the purchase of raw materials under the
Original Annual Caps for the Supporting and Auxiliary Services due to the Strategic
Restructuring; and (ii) the increase in budget under the Original Annual Caps for the
Company’s Products resulting from the ongoing increase of copper product prices
and the anticipated increase in sales of other Company’s Products, the Company
proposes to revise the Original Annual Caps for the Supporting and Ancillary
Services and the Company’s Products for the two years ending 31 December 2027
(the “Revised Annual Caps”).
The annual cap for the Construction Services shall remain unchanged at
approximately RMB208.2 million and RMB153.6 million for the years ending 31
December 2026 and 2027, respectively.
The Original Annual Caps were not contained in the 2024 Mutual Supply
Agreement. Accordingly, revising such annual caps does not constitute an
amendment to the 2024 Mutual Supply Agreement, and the terms of the 2024
Mutual Supply Agreement disclosed in the Announcement Dated 1 November 2024
and the Circular Dated 5 November 2024 remain unchanged. For a summary of the
principal terms agreed under the 2024 Mutual Supply Agreement, please refer to the
Announcement Dated 1 November 2024, the Circular Dated 5 November 2024 and
the Circular Dated 9 December 2025.
LISTING RULES IMPLICATIONS
As at the date of this announcement, Xinjiang Non-ferrous is the controlling
shareholder (as defined in the Listing Rules) of the Company and is beneficially
interested in approximately 40.05% of the entire issued share capital of the
Company. Accordingly, members of Xinjiang Non-ferrous Group are connected
persons of the Company and the transactions with members of Xinjiang Non-ferrous
Group contemplated under the 2024 Mutual Supply Agreement constitute continuing
connected transactions of the Company under Chapter 14A of the Listing Rules.
–2–
Pursuant to Rule 14A.54 of the Listing Rules, if the Company proposes to revise
the annual caps for continuing connected transactions, the Company will have
to re-comply with the relevant provisions of Chapter 14A of the Listing Rules in
relation to the relevant continuing connected transactions.
Given that the highest applicable percentage ratio (as defined under Rule 14.07 of
the Listing Rules) of the Revised Annual Caps exceeds 5%, the Revised Annual
Caps are subject to the reporting, announcement, annual review and the Independent
Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
A circular containing, among other things, (i) details of the Revised Annual Caps; (ii)
the recommendation of the Independent Board Committee; (iii) the letter of advice
from the independent financial adviser to the Independent Board Committee and
the Independent Shareholders advising on the Revised Annual Caps; and (iv) the
notice convening the EGM will be dispatched to the Shareholders by the Company
in accordance with the requirements of the Listing Rules on or before 4 November
2026.
BACKGROUND
References are made to (i) the Announcement Dated 1 November 2024, the Circular
Dated 5 November 2024 and the Announcement Dated 20 December 2024 in relation
to the existing continuing connected transactions contemplated under 2024 Mutual
Supply Agreement; and (ii) the Announcement Dated 19 November 2025, the Circular
Dated 9 December 2025 and the Announcement Dated 24 December 2025 in relation to
the revision of the annual caps under the 2024 Mutual Supply Agreement.
References are also made to the Inside Information Announcements dated 10 July
2026, 31 July 2026, 28 August 2026 and 30 September 2026, respectively, in relation
to the strategic restructuring between Xinjiang Non-Ferrous and Xinjiang Mineral. On
30 September 2026, the Company has been informed by Xinjiang Non-Ferrous that
the shareholder of Xinjiang Mineral has been changed from the State-owned Assets
Supervision and Administration Commission of the People’s Government of Xinjiang
Uygur Autonomous Region to Xinjiang Non-Ferrous.
Taking into account (i) the increase in the purchase of raw materials under the
Original Annual Caps for the Supporting and Auxiliary Services due to the Strategic
Restructuring; and (ii) the increase in budget under the Original Annual Caps for the
Company’s Products resulting from the ongoing increase of copper product prices and
the anticipated increase in sales of other Company’s Products, the Company proposes
to revise the Original Annual Caps for the Supporting and Ancillary Services and the
Company’s Products for the two years ending 31 December 2027.
The annual cap for the Construction Services shall remain unchanged at approximately
RMB208.2 million and RMB153.6 million for the years ending 31 December 2026 and
2027, respectively.
–3–
The Original Annual Caps were not contained in the 2024 Mutual Supply Agreement.
Accordingly, revising such annual caps does not constitute an amendment to the 2024
Mutual Supply Agreement, and the terms of the 2024 Mutual Supply Agreement
disclosed in the Announcement Dated 1 November 2024 and the Circular Dated 5
November 2024 remain unchanged. For a summary of the principal terms agreed
under the 2024 Mutual Supply Agreement, please refer to the Announcement Dated
1 November 2024, the Circular Dated 5 November 2024 and the Circular Dated 9
December 2025.
REVISION OF THE ORIGINAL ANNUAL CAPS
Original Annual Caps
As disclosed in the Announcement Dated 19 November 2025, the Circular Dated 9
December 2025 and the Announcement Dated 24 December 2025, the Original Annual
Caps are as follows:
For the year ending 31 December
2026
2027
(RMB’000)
(RMB’000)
(approximately) (approximately)
Original Annual Caps for the Supporting and
Ancillary Services
Original Annual Caps for the Company’s Products
–4–
241,742
888,283
246,193
985,758
Revised Annual Caps
The Company proposes to revise the annual caps for the Supporting and Ancillary
Services and the Company’s Products for the two years ending 31 December 2027 as
below:
For the year ending 31 December
2026
2027
(RMB’000)
(RMB’000)
(approximately) (approximately)
Revised Annual Caps for the Supporting and
Ancillary Services
Revised Annual Caps for the Company’s Products
241,742
1,165,690*
369,142*
1,543,688*
* indicates changes from the budgeted amount under the Original Annual Caps.
From 1 January 2026 to 31 August 2026, the fees paid by the Group to Xinjiang
Non-ferrous Group for the Construction Services and the Supporting and Ancillary
Services amounted to approximately RMB44.1 million and RMB39.3 million,
respectively, and the payments made by Xinjiang Non-ferrous Group to the Group for
the Company’s Products amounted to approximately RMB635.4 million. The Company
confirms that, as at the date of this announcement, the transaction amounts for the
Construction Services, the Supporting and Ancillary Services and the Company’s
Products under the 2024 Mutual Supply Agreement have not exceeded the respective
existing annual caps.
–5–
Basis of Determination of the Revised Annual Caps
(A) The Supporting and Ancillary Services
(i)
The Original Annual Caps for the Supporting and Ancillary Services
As disclosed in the Announcement Dated 19 November 2025 and the
Circular Dated 9 December 2025, in assessing the Original Annual Caps
for the Supporting and Ancillary Services, the Board assumed the budgeted
amounts for the two years ending 31 December 2027 as below:
For the year ending 31 December
2026
2027
(RMB’000)
(RMB’000)
(approximately) (approximately)
Purchase of coke
Purchase of quartz stone
Purchase of chemical products
Purchase of crude nickel sulfate
Purchase of oil
Purchase of water, electricity and
materials
Purchase of transportation services
Purchase of other supporting and ancillary
services
14,000
3,001
45,239
17,626
35,002
14,000
3,001
46,775
17,626
35,006
20,775
62,191
21,125
63,342
43,908
45,318
Total
241,742
246,193
–6–
(ii) The Revised Annual Caps for the Supporting and Ancillary Services
In assessing the Revised Annual Caps for the Supporting and Ancillary
Services, the Board assumed the revised budgeted amounts for the two years
ending 31 December 2027 as below:
For the year ending 31 December
2026
2027
(RMB’000)
(RMB’000)
(approximately) (approximately)
Purchase of coke
Purchase of quartz stone
Purchase of chemical products
Purchase of crude nickel sulfate
Purchase of nickel concentrates
Purchase of oil
Purchase of water, electricity and
materials
Purchase of transportation services
Purchase of other supporting and ancillary
services
14,000
3,001
45,239
17,626
–
35,002
14,000
3,001
46,775
17,626
122,950*
35,006
20,775
62,191
21,125
63,342
43,908
45,318
Total
241,742
369,142*
*
indicates changes from the budgeted amount under the Original Annual Caps for the
Supporting and Ancillary Services.
Compared to the Original Annual Caps for the Supporting and Ancillary
Services, the Revised Annual Caps for the Supporting and Ancillary Services
for the year ending 31 December 2027 increased, is mainly attributable
to the purchase of nickel concentrates from (i) Shanshan County Caihong
Mining Co., Ltd.* ( 鄯 善 縣 彩 宏 礦 業 有 限 責 任 公 司 , “Caihong
Mining”), one of the indirectly wholly-owned subsidiary of Xinjiang
Mineral; and (ii) Hami Xinyuan Mining Co., Ltd.* ( 哈 密 鑫 源 礦 業 有 限
責 任 公 司 , “Xinyuan Mining”), one of the indirectly non-wholly-owned
subsidiary of Xinjiang Mineral. As the shareholder of Xinjiang Mineral
has been changed to Xinjiang Non-Ferrous, Caihong Mining has become
an indirectly wholly-owned subsidiary of Xinjiang Non-Ferrous and
Xinyuan Mining has become an indirectly non-wholly-owned subsidiary
of Xinjiang Non-Ferrous, as a result of which the Group’s purchase of
–7–
nickel concentrates from Caihong Mining and Xinyuan Mining constitutes
the Supporting and Ancillary Services under the 2024 Mutual Supply
Agreement. Such increase primarily takes into consideration: (i) the actual
demand for and expected purchase volume of nickel concentrate arising from
the existing and future production and operation plans of the Group, as well
as the expected annual production volume of nickel concentrates of Caihong
Mining and Xinyuan Mining; and (ii) the actual selling prices of the each
metals that may be contained in the nickel concentrates in previous year and
the prevailing price trend. The Directors assume that the quantity and the
unit price (including tax) of each metals that may be contained in the nickel
concentrates purchased by the Group from Caihong Mining and Xinyuan
Mining for the year ending 31 December 2027 are as follows:
Purchases
volume (1)
(tonne)
Nickel
Copper
Cobalt
1,000
120
50
Total
Unit price (2) Coefficient (3)
(RMB
per tonne)
155,000
125,000
415,000
69.5%
60.0%
30.0%
Amount
(RMB’000)
107,725
9,000
6,225
122,950
Notes:
(1)
the expected purchase volume of each metals that may be contained in the nickel
concentrates for the year ending 31 December 2027 has been determined mainly
based on: (i) the actual demand for and expected purchase volume of nickel
concentrates arising from the existing and future production and operation plans of
the Group; and (ii) the expected annual production volume of nickel concentrates of
Caihong Mining and Xinyuan Mining;
(2)
the expected unit price has been determined on a prudent basis, taking into
consideration: (i) the actual selling prices of the various metals that may be
contained in the nickel concentrates in previous year; (ii) the price increases of such
metals in past years; and (iii) the management’s forecast of the price trend of such
metals for the year ending 31 December 2027; and
(3)
the expected coefficients have been determined mainly with reference to the
different grades of the metals.
–8–
(B) The Company’s Products
(i)
The Original Annual Caps for the Company’s Products
As disclosed in the Announcement Dated 19 November 2025 and the
Circular Dated 9 December 2025, in assessing the Original Annual Caps for
the Company’s Products, the Board assumed the budgeted amounts for the
two years ending 31 December 2027 as below:
For the year ending 31 December
2026
2027
(RMB’000)
(RMB’000)
(approximately) (approximately)
Sales of copper cathode
Sales of other Company’s Products
788,120
100,162
882,155
103,603
Total
888,282
985,758
(ii) The Revised Annual Caps for the Company’s Products
The revised budgeted amounts for the Company’s Products under the 2024
Mutual Supply Agreement for the two years ending 31 December 2027 as
below:
For the year ending 31 December
2026
2027
(RMB’000)
(RMB’000)
(approximately) (approximately)
Sales of copper cathode
Sales of other Company’s Products
1,024,111*
141,579*
1,160,730*
382,958*
Total
1,165,690*
1,543,688*
*
indicates changes from budgeted amount under the Original Annual Caps for the
Company’s Products.
–9–
For the two years ending 31 December 2027, the increase in the Revised
Annual Caps for the Company’s Products is primarily attributable to (i) the
adjustment to the estimated sales unit price and budgeted amount for copper
products in light of the upward trend in market price of copper products as a
result of the rising market price of copper products exceeding the estimated
sales unit price of cathode copper under the Original Annual Caps for the
Company’s Products; and (ii) the increase in sales of other Company’s
Products, mainly attributable to the expected increase in the sales volume
and market price of sulfuric acid and the increase in the budgeted sales
amount of copper concentrates.
(1) Forecasted continuous increase in copper product price
In reassessing the annual caps for the Company’s Products, the Board
has taken into account the continuously forecasted upward trend in
copper price, having analysed historical market price trends and the
current market supply and demand situation. In determining the revised
assumed market prices for copper cathode products for the two years
ending 31 December 2026 and 2027, the Board referred to the actual
average selling price of cathode copper for the eight months ended 31
August 2026, and applied an upward adjustment thereto. The magnitude
of such adjustment was determined with reference to the increase of the
actual average selling price for the eight months ended 31 August 2026
as compared with the actual average selling price for the year ended 31
December 2025, so as to reflect the prevailing upward trend in copper
price.
According to the assumptions set out above, the Board assumed that
the estimated market unit price (excluding tax) for copper cathode is as
follows:
Budget for the year ending
31 December
2026
2027
Sales volume of copper
cathode (tonne)
Unit price (RMB per tonne)
10,063
101,770
10,493
110,620
Such budgeted transaction amount only represents the maximum
amount that the Company and Xinjiang Non-ferrous Group can trade
during the relevant periods, and the actual sales price of cathode copper
to be received will be determined by the prevailing market price at the
time of transactions.
– 10 –
(2) Increase in sales of other Company’s Products
Such increase in sales of other Company’s Products is primarily due
to (i) the increased demand for sulfuric acid from the subsidiary of
Xinjiang Non-ferrous Group and the rise in sulfuric acid prices, the
sales of sulfuric acid by the Group to Xinjiang Non-ferrous Group are
expected to further increase; and (ii) an increase in the budgeted sales
amount of copper concentrates, reflecting continuously forecasted
upward trend in copper price, as well as changes in the expected metal
contents, applicable settlement coefficients and the proportion of
copper concentrate output expected to be sold by the Group to Xinjiang
Non-ferrous Group.
Based on the above, the Directors believe that the proposed revision of the
Original Annual Caps would be conducive to the stability and development
of the Company’s business and is in the interest of the Company and its
Shareholders as a whole.
PRICING POLICIES AND INTERNAL CONTROL MEASURES RELATING TO
THE PRICING POLICIES
There have been no changes to the pricing policies and internal control measures set
out in the Circular Dated 9 December 2025, which shall apply to the transactions
contemplated under the 2024 Mutual Supply Agreement and the Revised Annual Caps.
GENERAL
All the existing terms and conditions of the 2024 Mutual Supply Agreement shall
remain unchanged.
The Directors (excluding the independent non-executive Directors, whose views
will be set out in the circular to be dispatched to the Shareholders) consider that the
Revised Annual Caps are fair and reasonable and in the interests of the Company and
the Shareholders as a whole.
INFORMATION RELATING TO THE COMPANY
The Company and its subsidiaries are principally engaged in the mining, ore
processing, smelting and refining of nickel, copper and other non-ferrous metals, which
include cobalt and precious metals such as gold, silver, platinum and palladium.
– 11 –
INFORMATION RELATING TO XINJIANG NON-FERROUS
Xinjiang Non-ferrous is principally engaged in, among other things, investment in
non-ferrous metal industry and sale of non-ferrous metal products. As at the date of
this announcement, Xinjiang Non-ferrous is held 100.0% by the State-owned Assets
Supervision and Administration Commission of Xinjiang Uygur Autonomous Region.
LISTING RULES IMPLICATIONS
As at the date of this announcement, Xinjiang Non-ferrous is the controlling
shareholder (as defined in the Listing Rules) of the Company and is beneficially
interested in approximately 40.05% of the entire issued share capital of the Company.
Accordingly, members of Xinjiang Non-ferrous Group are connected persons of
the Company and the transactions with members of Xinjiang Non-ferrous Group
contemplated under the 2024 Mutual Supply Agreement constitute continuing
connected transactions of the Company under Chapter 14A of the Listing Rules.
Pursuant to Rule 14A.54 of the Listing Rules, if the Company proposes to revise
the annual caps for continuing connected transactions, the Company will have to
re-comply with the relevant provisions of Chapter 14A of the Listing Rules in relation
to the relevant continuing connected transactions.
Since Xinjiang Non-ferrous is the controlling shareholder of the Company, it and its
Associates are required to and will abstain from voting at the EGM in relation to the
approval of the Revised Annual Caps.
Given that the highest applicable percentage ratio (as defined under Rule 14.07 of
the Listing Rules) of the Revised Annual Caps exceeds 5%, the Revised Annual
Caps are subject to the reporting, announcement, annual review and the Independent
Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL
ADVISER
The Company will establish the Independent Board Committee to advise the
Independent Shareholders as to whether the Revised Annual Caps are fair and
reasonable so far as the Independent Shareholders are concerned and in the interests of
the Company and the Shareholders as a whole. The Independent Board Committee will
advise the Independent Shareholders on how to vote at the EGM on the resolutions in
respect of the Revised Annual Caps, after taking into account the recommendations of
the independent financial adviser.
– 12 –
In this connection, the Company has appointed Maxa Capital Limited, a corporation
licensed to carry on type 1 (dealing in securities) and type 6 regulated activities
(advising on corporate finance) under the Securities and Futures Ordinance (chapter
571 of the Laws of Hong Kong), as its independent financial adviser to advise the
Independent Board Committee and the Independent Shareholders as to whether the
Revised Annual Caps are fair and reasonable so far as the Independent Shareholders
are concerned and in the interests of the Company and the Shareholders as a whole.
DISPATCH OF CIRCULAR
A circular containing, among other things, (i) details of the Revised Annual Caps;
(ii) the recommendation of the Independent Board Committee; (iii) the letter of
advice from the independent financial adviser to the Independent Board Committee
and the Independent Shareholders advising on the Revised Annual Caps; and (iv) the
notice convening the EGM will be dispatched to the Shareholders by the Company in
accordance with the requirements of the Listing Rules on or before 4 November 2026.
BOARD’S APPROVAL
Mr. Chen Yin, Mr. Li Jiangping, Mr. Wang Lijian and Ms. Zhang Li have abstained
from voting on the Board resolutions approving the Revised Annual Caps since
Mr. Chen Yin is the deputy general manager of Xinjiang Non-ferrous; Mr. Wang
Lijian is the director of the organisation and personnel department, director (manager)
of the human resources department, and vice president of the Party school of Xinjiang
Non-ferrous; and both Mr. Li Jiangping and Ms. Zhang Li are the deputy secretaries to
the Party Committee of the Company appointed by the Party Committee of Xinjiang
Non-ferrous.
Save for Mr. Chen Yin, Mr. Li Jiangping, Mr. Wang Lijian and Ms. Zhang Li, none of
the Directors has any material interest in the transactions contemplated under the 2024
Mutual Supply Agreement. Consequently, they are not required to abstain from voting
on the relevant Board resolutions approving the Revised Annual Caps.
ROUNDING
Certain amounts and percentage figures included in this announcement have been
subject to rounding adjustments. Any minor discrepancies between the figures included
in this announcement and related calculations are due to rounding.
– 13 –
DEFINITIONS
In this announcement, the following terms have the following meanings:
“2024 Mutual Supply
Agreement”
the mutual supply agreement dated 1 November 2024 entered
into between the Company and Xinjiang Non-ferrous in
respect of the continuing supply of the Construction Services,
the Supporting and Ancillary Services and the Company’s
Products, details of which are set out in the Announcement
Dated 1 November 2024, the Circular Dated 5 November
2024 and the Circular Dated 9 December 2025
“Announcement Dated
1 November 2024”
the announcement of the Company dated 1 November 2024
in relation to, among other things, the continuing connected
transactions under the 2024 Mutual Supply Agreement
“Announcement Dated
20 December 2024”
the announcement of the Company dated 20 December 2024
in relation to, among other things, the continuing connected
transactions under the 2024 Mutual Supply Agreement
“Announcement Dated
19 November 2025”
the announcement of the Company dated 19 November 2025
in relation to, among other things, the revision of the annual
caps under the 2024 Mutual Supply Agreement
“Announcement Dated
24 December 2025”
the announcement of the Company dated 24 December 2025
in relation to, among other things, the revision of the annual
caps under the 2024 Mutual Supply Agreement
“Associate(s)”
has the meaning ascribed to it under the Listing Rules
“Board” or “Board of
Directors”
the board of directors of the Company
“Circular Dated
5 November 2024”
the circular of the Company dated 5 November 2024 in
relation to, among other things, the continuing connected
transactions under the 2024 Mutual Supply Agreement
“Circular Dated 9
December 2025”
the circular of the Company dated 9 December 2025 in
relation to, among other things, the revision of the annual
caps under the 2024 Mutual Supply Agreement
– 14 –
“Company”
Xinjiang Xinxin Mining Industry Co., Ltd.* ( 新 疆 新 鑫
礦 業 股 份 有 限 公 司 ), a joint stock limited company
incorporated in the PRC with limited liability, the H Shares
of which are listed on the Stock Exchange
“Company’s
Products”
nickel cathode, copper cathode, copper concentrates,
self-produced precious metals, sulphuric acid, water,
electricity and other ancillary materials provided/to be
provided by the Company to Xinjiang Non-ferrous Group
under the 2024 Mutual Supply Agreement
“connected person(s)”
has the meaning ascribed to it under the Listing Rules
“Construction
Services”
construction-related services, including project design,
construction and facilities installation provided/to be provided
by Xinjiang Non-ferrous Group to the Company under the
2024 Mutual Supply Agreement
“controlling
shareholder”
has the meaning ascribed to it under the Listing Rules
“Director(s)”
one or all of the director(s) of the Company
“EGM”
the extraordinary general meeting of the Company to be held
to approve the Revised Annual Caps
“Group”
the Company and its subsidiaries
“Hong Kong”
the Hong Kong Special Administrative Region of the
People’s Republic of China
“Independent Board
Committee”
an independent committee of the Board comprising the
independent non-executive Directors, namely Ms. Liu
Ying, Mr. Huang Yong and Mr. Lee Tao Wai, to advise the
Independent Shareholders in respect of the Revised Annual
Caps
“Independent
Shareholders”
in respect of the Revised Annual Caps and the transactions
contemplated under the 2024 Mutual Supply Agreement,
shareholders of the Company other than Xinjiang Non-ferrous
and its Associates
– 15 –
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock
Exchange
“Original Annual
Caps”
the original annual caps for the continuing supply of the
Supporting and Ancillary Services and the Company’s
Products under the 2024 Mutual Supply Agreement for the
two years ending 31 December 2027
“PRC”
the People’s Republic of China (for the purpose of this
announcement, excluding Hong Kong, Taiwan and the Macau
Special Administrative Region of the PRC)
“Revised Annual
Caps”
the revised annual caps for the continuing supply of the
Supporting and Ancillary Services and the Company’s
Products under the 2024 Mutual Supply Agreement for the
two years ending 31 December 2027
“RMB”
Renminbi, the lawful currency of the PRC
“Shareholder(s)”
shareholder(s) of the Company
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“subsidiary”
has the meaning ascribed to it under the Companies
Ordinance (Chapter 622 of the Laws of Hong Kong)
“Supporting and
Ancillary Services”
services provided/to be provided by Xinjiang Non-ferrous
Group to the Group under the 2024 Mutual Supply Agreement
which include: (i) production supplies, transportation and
supporting services: supplemental production materials
(including copper concentrates, chemical materials, coal,
coke and product packaging materials) and work safety
products; (ii) storage, transportation and loading services:
warehousing services in Beijing for the sales and distribution
of nickel cathode to the Company’s end-customers in
Beijing and its surrounding areas, Hebei province and the
north-eastern region of the PRC, and transportation service
for the delivery of materials including coke and coal; and (iii)
other supporting and ancillary services: machinery repair and
improvement, and geological exploration in the mining areas
– 16 –
“Xinjiang Mineral”
Xinjiang Geological and Mineral Investment (Group)
Co., Ltd.* ( 新 疆 地 礦 投 資( 集 團 )有 限 責 任 公 司 ), a
wholly-owned subsidiary of Xinjiang Non-ferrous
“Xinjiang
Non-ferrous”
Xinjiang Non-ferrous Metal Industry (Group) Ltd.* ( 新
疆 有 色 金 屬 工 業( 集 團 )有 限 責 任 公 司 ), a wholly
state-owned enterprise with limited liability and incorporated
in the PRC, being one of the promoters and the controlling
shareholder of the Company
“Xinjiang Non-ferrous
Group”
Xinjiang Non-ferrous and its subsidiaries excluding the
Company, its subsidiaries and Associates
“%”
per cent
By order of the Board
Xinjiang Xinxin Mining Industry Co., Ltd.*
Li Zhenzhen, Tsoi Ka Shing
Joint Company Secretaries
Xinjiang, the PRC, 14 October 2026
As at the date of this announcement, the executive Director of the Company is Mr. Li
Jiangping; the non-executive Directors are Mr. Chen Yin, Mr. Zhou Chuanyou,
Mr. Wang Lijian and Mr. Hu Chengye; the independent non-executive Directors are
Ms. Liu Ying, Mr. Huang Yong and Mr. Lee Tao Wai; and the employee representative
Director is Ms. Zhang Li.
* For identification purposes only
– 17 –
Kong Limited take no responsibility for the contents of this announcement, make no
representation as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any
part of the contents of this announcement.
Xinjiang Xinxin Mining Industry Co., Ltd. *
新疆新鑫礦業股份有限公司
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock code: 3833)
ANNOUNCEMENT
PROPOSED REVISION OF THE ANNUAL CAPS FOR
EXISTING CONTINUING
CONNECTED TRANSACTIONS UNDER THE 2024 MUTUAL
SUPPLY AGREEMENT
BACKGROUND
References are made to (i) the Announcement Dated 1 November 2024, the Circular
Dated 5 November 2024 and the Announcement Dated 20 December 2024 in
relation to the existing continuing connected transactions contemplated under 2024
Mutual Supply Agreement; and (ii) the Announcement Dated 19 November 2025,
the Circular Dated 9 December 2025 and the Announcement Dated 24 December
2025 in relation to the revision of the annual caps under the 2024 Mutual Supply
Agreement.
References are also made to the Inside Information Announcements dated 10
July 2026, 31 July 2026, 28 August 2026 and 30 September 2026, respectively,
in relation to the strategic restructuring (the “Strategic Restructuring”)
between Xinjiang Non-Ferrous and Xinjiang Mineral. On 30 September 2026,
the Company has been informed by Xinjiang Non-Ferrous that the shareholder
of Xinjiang Mineral has been changed from the State-owned Assets Supervision
and Administration Commission of the People’s Government of Xinjiang Uygur
Autonomous Region to Xinjiang Non-Ferrous.
–1–
Taking into account (i) the increase in the purchase of raw materials under the
Original Annual Caps for the Supporting and Auxiliary Services due to the Strategic
Restructuring; and (ii) the increase in budget under the Original Annual Caps for the
Company’s Products resulting from the ongoing increase of copper product prices
and the anticipated increase in sales of other Company’s Products, the Company
proposes to revise the Original Annual Caps for the Supporting and Ancillary
Services and the Company’s Products for the two years ending 31 December 2027
(the “Revised Annual Caps”).
The annual cap for the Construction Services shall remain unchanged at
approximately RMB208.2 million and RMB153.6 million for the years ending 31
December 2026 and 2027, respectively.
The Original Annual Caps were not contained in the 2024 Mutual Supply
Agreement. Accordingly, revising such annual caps does not constitute an
amendment to the 2024 Mutual Supply Agreement, and the terms of the 2024
Mutual Supply Agreement disclosed in the Announcement Dated 1 November 2024
and the Circular Dated 5 November 2024 remain unchanged. For a summary of the
principal terms agreed under the 2024 Mutual Supply Agreement, please refer to the
Announcement Dated 1 November 2024, the Circular Dated 5 November 2024 and
the Circular Dated 9 December 2025.
LISTING RULES IMPLICATIONS
As at the date of this announcement, Xinjiang Non-ferrous is the controlling
shareholder (as defined in the Listing Rules) of the Company and is beneficially
interested in approximately 40.05% of the entire issued share capital of the
Company. Accordingly, members of Xinjiang Non-ferrous Group are connected
persons of the Company and the transactions with members of Xinjiang Non-ferrous
Group contemplated under the 2024 Mutual Supply Agreement constitute continuing
connected transactions of the Company under Chapter 14A of the Listing Rules.
–2–
Pursuant to Rule 14A.54 of the Listing Rules, if the Company proposes to revise
the annual caps for continuing connected transactions, the Company will have
to re-comply with the relevant provisions of Chapter 14A of the Listing Rules in
relation to the relevant continuing connected transactions.
Given that the highest applicable percentage ratio (as defined under Rule 14.07 of
the Listing Rules) of the Revised Annual Caps exceeds 5%, the Revised Annual
Caps are subject to the reporting, announcement, annual review and the Independent
Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
A circular containing, among other things, (i) details of the Revised Annual Caps; (ii)
the recommendation of the Independent Board Committee; (iii) the letter of advice
from the independent financial adviser to the Independent Board Committee and
the Independent Shareholders advising on the Revised Annual Caps; and (iv) the
notice convening the EGM will be dispatched to the Shareholders by the Company
in accordance with the requirements of the Listing Rules on or before 4 November
2026.
BACKGROUND
References are made to (i) the Announcement Dated 1 November 2024, the Circular
Dated 5 November 2024 and the Announcement Dated 20 December 2024 in relation
to the existing continuing connected transactions contemplated under 2024 Mutual
Supply Agreement; and (ii) the Announcement Dated 19 November 2025, the Circular
Dated 9 December 2025 and the Announcement Dated 24 December 2025 in relation to
the revision of the annual caps under the 2024 Mutual Supply Agreement.
References are also made to the Inside Information Announcements dated 10 July
2026, 31 July 2026, 28 August 2026 and 30 September 2026, respectively, in relation
to the strategic restructuring between Xinjiang Non-Ferrous and Xinjiang Mineral. On
30 September 2026, the Company has been informed by Xinjiang Non-Ferrous that
the shareholder of Xinjiang Mineral has been changed from the State-owned Assets
Supervision and Administration Commission of the People’s Government of Xinjiang
Uygur Autonomous Region to Xinjiang Non-Ferrous.
Taking into account (i) the increase in the purchase of raw materials under the
Original Annual Caps for the Supporting and Auxiliary Services due to the Strategic
Restructuring; and (ii) the increase in budget under the Original Annual Caps for the
Company’s Products resulting from the ongoing increase of copper product prices and
the anticipated increase in sales of other Company’s Products, the Company proposes
to revise the Original Annual Caps for the Supporting and Ancillary Services and the
Company’s Products for the two years ending 31 December 2027.
The annual cap for the Construction Services shall remain unchanged at approximately
RMB208.2 million and RMB153.6 million for the years ending 31 December 2026 and
2027, respectively.
–3–
The Original Annual Caps were not contained in the 2024 Mutual Supply Agreement.
Accordingly, revising such annual caps does not constitute an amendment to the 2024
Mutual Supply Agreement, and the terms of the 2024 Mutual Supply Agreement
disclosed in the Announcement Dated 1 November 2024 and the Circular Dated 5
November 2024 remain unchanged. For a summary of the principal terms agreed
under the 2024 Mutual Supply Agreement, please refer to the Announcement Dated
1 November 2024, the Circular Dated 5 November 2024 and the Circular Dated 9
December 2025.
REVISION OF THE ORIGINAL ANNUAL CAPS
Original Annual Caps
As disclosed in the Announcement Dated 19 November 2025, the Circular Dated 9
December 2025 and the Announcement Dated 24 December 2025, the Original Annual
Caps are as follows:
For the year ending 31 December
2026
2027
(RMB’000)
(RMB’000)
(approximately) (approximately)
Original Annual Caps for the Supporting and
Ancillary Services
Original Annual Caps for the Company’s Products
–4–
241,742
888,283
246,193
985,758
Revised Annual Caps
The Company proposes to revise the annual caps for the Supporting and Ancillary
Services and the Company’s Products for the two years ending 31 December 2027 as
below:
For the year ending 31 December
2026
2027
(RMB’000)
(RMB’000)
(approximately) (approximately)
Revised Annual Caps for the Supporting and
Ancillary Services
Revised Annual Caps for the Company’s Products
241,742
1,165,690*
369,142*
1,543,688*
* indicates changes from the budgeted amount under the Original Annual Caps.
From 1 January 2026 to 31 August 2026, the fees paid by the Group to Xinjiang
Non-ferrous Group for the Construction Services and the Supporting and Ancillary
Services amounted to approximately RMB44.1 million and RMB39.3 million,
respectively, and the payments made by Xinjiang Non-ferrous Group to the Group for
the Company’s Products amounted to approximately RMB635.4 million. The Company
confirms that, as at the date of this announcement, the transaction amounts for the
Construction Services, the Supporting and Ancillary Services and the Company’s
Products under the 2024 Mutual Supply Agreement have not exceeded the respective
existing annual caps.
–5–
Basis of Determination of the Revised Annual Caps
(A) The Supporting and Ancillary Services
(i)
The Original Annual Caps for the Supporting and Ancillary Services
As disclosed in the Announcement Dated 19 November 2025 and the
Circular Dated 9 December 2025, in assessing the Original Annual Caps
for the Supporting and Ancillary Services, the Board assumed the budgeted
amounts for the two years ending 31 December 2027 as below:
For the year ending 31 December
2026
2027
(RMB’000)
(RMB’000)
(approximately) (approximately)
Purchase of coke
Purchase of quartz stone
Purchase of chemical products
Purchase of crude nickel sulfate
Purchase of oil
Purchase of water, electricity and
materials
Purchase of transportation services
Purchase of other supporting and ancillary
services
14,000
3,001
45,239
17,626
35,002
14,000
3,001
46,775
17,626
35,006
20,775
62,191
21,125
63,342
43,908
45,318
Total
241,742
246,193
–6–
(ii) The Revised Annual Caps for the Supporting and Ancillary Services
In assessing the Revised Annual Caps for the Supporting and Ancillary
Services, the Board assumed the revised budgeted amounts for the two years
ending 31 December 2027 as below:
For the year ending 31 December
2026
2027
(RMB’000)
(RMB’000)
(approximately) (approximately)
Purchase of coke
Purchase of quartz stone
Purchase of chemical products
Purchase of crude nickel sulfate
Purchase of nickel concentrates
Purchase of oil
Purchase of water, electricity and
materials
Purchase of transportation services
Purchase of other supporting and ancillary
services
14,000
3,001
45,239
17,626
–
35,002
14,000
3,001
46,775
17,626
122,950*
35,006
20,775
62,191
21,125
63,342
43,908
45,318
Total
241,742
369,142*
*
indicates changes from the budgeted amount under the Original Annual Caps for the
Supporting and Ancillary Services.
Compared to the Original Annual Caps for the Supporting and Ancillary
Services, the Revised Annual Caps for the Supporting and Ancillary Services
for the year ending 31 December 2027 increased, is mainly attributable
to the purchase of nickel concentrates from (i) Shanshan County Caihong
Mining Co., Ltd.* ( 鄯 善 縣 彩 宏 礦 業 有 限 責 任 公 司 , “Caihong
Mining”), one of the indirectly wholly-owned subsidiary of Xinjiang
Mineral; and (ii) Hami Xinyuan Mining Co., Ltd.* ( 哈 密 鑫 源 礦 業 有 限
責 任 公 司 , “Xinyuan Mining”), one of the indirectly non-wholly-owned
subsidiary of Xinjiang Mineral. As the shareholder of Xinjiang Mineral
has been changed to Xinjiang Non-Ferrous, Caihong Mining has become
an indirectly wholly-owned subsidiary of Xinjiang Non-Ferrous and
Xinyuan Mining has become an indirectly non-wholly-owned subsidiary
of Xinjiang Non-Ferrous, as a result of which the Group’s purchase of
–7–
nickel concentrates from Caihong Mining and Xinyuan Mining constitutes
the Supporting and Ancillary Services under the 2024 Mutual Supply
Agreement. Such increase primarily takes into consideration: (i) the actual
demand for and expected purchase volume of nickel concentrate arising from
the existing and future production and operation plans of the Group, as well
as the expected annual production volume of nickel concentrates of Caihong
Mining and Xinyuan Mining; and (ii) the actual selling prices of the each
metals that may be contained in the nickel concentrates in previous year and
the prevailing price trend. The Directors assume that the quantity and the
unit price (including tax) of each metals that may be contained in the nickel
concentrates purchased by the Group from Caihong Mining and Xinyuan
Mining for the year ending 31 December 2027 are as follows:
Purchases
volume (1)
(tonne)
Nickel
Copper
Cobalt
1,000
120
50
Total
Unit price (2) Coefficient (3)
(RMB
per tonne)
155,000
125,000
415,000
69.5%
60.0%
30.0%
Amount
(RMB’000)
107,725
9,000
6,225
122,950
Notes:
(1)
the expected purchase volume of each metals that may be contained in the nickel
concentrates for the year ending 31 December 2027 has been determined mainly
based on: (i) the actual demand for and expected purchase volume of nickel
concentrates arising from the existing and future production and operation plans of
the Group; and (ii) the expected annual production volume of nickel concentrates of
Caihong Mining and Xinyuan Mining;
(2)
the expected unit price has been determined on a prudent basis, taking into
consideration: (i) the actual selling prices of the various metals that may be
contained in the nickel concentrates in previous year; (ii) the price increases of such
metals in past years; and (iii) the management’s forecast of the price trend of such
metals for the year ending 31 December 2027; and
(3)
the expected coefficients have been determined mainly with reference to the
different grades of the metals.
–8–
(B) The Company’s Products
(i)
The Original Annual Caps for the Company’s Products
As disclosed in the Announcement Dated 19 November 2025 and the
Circular Dated 9 December 2025, in assessing the Original Annual Caps for
the Company’s Products, the Board assumed the budgeted amounts for the
two years ending 31 December 2027 as below:
For the year ending 31 December
2026
2027
(RMB’000)
(RMB’000)
(approximately) (approximately)
Sales of copper cathode
Sales of other Company’s Products
788,120
100,162
882,155
103,603
Total
888,282
985,758
(ii) The Revised Annual Caps for the Company’s Products
The revised budgeted amounts for the Company’s Products under the 2024
Mutual Supply Agreement for the two years ending 31 December 2027 as
below:
For the year ending 31 December
2026
2027
(RMB’000)
(RMB’000)
(approximately) (approximately)
Sales of copper cathode
Sales of other Company’s Products
1,024,111*
141,579*
1,160,730*
382,958*
Total
1,165,690*
1,543,688*
*
indicates changes from budgeted amount under the Original Annual Caps for the
Company’s Products.
–9–
For the two years ending 31 December 2027, the increase in the Revised
Annual Caps for the Company’s Products is primarily attributable to (i) the
adjustment to the estimated sales unit price and budgeted amount for copper
products in light of the upward trend in market price of copper products as a
result of the rising market price of copper products exceeding the estimated
sales unit price of cathode copper under the Original Annual Caps for the
Company’s Products; and (ii) the increase in sales of other Company’s
Products, mainly attributable to the expected increase in the sales volume
and market price of sulfuric acid and the increase in the budgeted sales
amount of copper concentrates.
(1) Forecasted continuous increase in copper product price
In reassessing the annual caps for the Company’s Products, the Board
has taken into account the continuously forecasted upward trend in
copper price, having analysed historical market price trends and the
current market supply and demand situation. In determining the revised
assumed market prices for copper cathode products for the two years
ending 31 December 2026 and 2027, the Board referred to the actual
average selling price of cathode copper for the eight months ended 31
August 2026, and applied an upward adjustment thereto. The magnitude
of such adjustment was determined with reference to the increase of the
actual average selling price for the eight months ended 31 August 2026
as compared with the actual average selling price for the year ended 31
December 2025, so as to reflect the prevailing upward trend in copper
price.
According to the assumptions set out above, the Board assumed that
the estimated market unit price (excluding tax) for copper cathode is as
follows:
Budget for the year ending
31 December
2026
2027
Sales volume of copper
cathode (tonne)
Unit price (RMB per tonne)
10,063
101,770
10,493
110,620
Such budgeted transaction amount only represents the maximum
amount that the Company and Xinjiang Non-ferrous Group can trade
during the relevant periods, and the actual sales price of cathode copper
to be received will be determined by the prevailing market price at the
time of transactions.
– 10 –
(2) Increase in sales of other Company’s Products
Such increase in sales of other Company’s Products is primarily due
to (i) the increased demand for sulfuric acid from the subsidiary of
Xinjiang Non-ferrous Group and the rise in sulfuric acid prices, the
sales of sulfuric acid by the Group to Xinjiang Non-ferrous Group are
expected to further increase; and (ii) an increase in the budgeted sales
amount of copper concentrates, reflecting continuously forecasted
upward trend in copper price, as well as changes in the expected metal
contents, applicable settlement coefficients and the proportion of
copper concentrate output expected to be sold by the Group to Xinjiang
Non-ferrous Group.
Based on the above, the Directors believe that the proposed revision of the
Original Annual Caps would be conducive to the stability and development
of the Company’s business and is in the interest of the Company and its
Shareholders as a whole.
PRICING POLICIES AND INTERNAL CONTROL MEASURES RELATING TO
THE PRICING POLICIES
There have been no changes to the pricing policies and internal control measures set
out in the Circular Dated 9 December 2025, which shall apply to the transactions
contemplated under the 2024 Mutual Supply Agreement and the Revised Annual Caps.
GENERAL
All the existing terms and conditions of the 2024 Mutual Supply Agreement shall
remain unchanged.
The Directors (excluding the independent non-executive Directors, whose views
will be set out in the circular to be dispatched to the Shareholders) consider that the
Revised Annual Caps are fair and reasonable and in the interests of the Company and
the Shareholders as a whole.
INFORMATION RELATING TO THE COMPANY
The Company and its subsidiaries are principally engaged in the mining, ore
processing, smelting and refining of nickel, copper and other non-ferrous metals, which
include cobalt and precious metals such as gold, silver, platinum and palladium.
– 11 –
INFORMATION RELATING TO XINJIANG NON-FERROUS
Xinjiang Non-ferrous is principally engaged in, among other things, investment in
non-ferrous metal industry and sale of non-ferrous metal products. As at the date of
this announcement, Xinjiang Non-ferrous is held 100.0% by the State-owned Assets
Supervision and Administration Commission of Xinjiang Uygur Autonomous Region.
LISTING RULES IMPLICATIONS
As at the date of this announcement, Xinjiang Non-ferrous is the controlling
shareholder (as defined in the Listing Rules) of the Company and is beneficially
interested in approximately 40.05% of the entire issued share capital of the Company.
Accordingly, members of Xinjiang Non-ferrous Group are connected persons of
the Company and the transactions with members of Xinjiang Non-ferrous Group
contemplated under the 2024 Mutual Supply Agreement constitute continuing
connected transactions of the Company under Chapter 14A of the Listing Rules.
Pursuant to Rule 14A.54 of the Listing Rules, if the Company proposes to revise
the annual caps for continuing connected transactions, the Company will have to
re-comply with the relevant provisions of Chapter 14A of the Listing Rules in relation
to the relevant continuing connected transactions.
Since Xinjiang Non-ferrous is the controlling shareholder of the Company, it and its
Associates are required to and will abstain from voting at the EGM in relation to the
approval of the Revised Annual Caps.
Given that the highest applicable percentage ratio (as defined under Rule 14.07 of
the Listing Rules) of the Revised Annual Caps exceeds 5%, the Revised Annual
Caps are subject to the reporting, announcement, annual review and the Independent
Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL
ADVISER
The Company will establish the Independent Board Committee to advise the
Independent Shareholders as to whether the Revised Annual Caps are fair and
reasonable so far as the Independent Shareholders are concerned and in the interests of
the Company and the Shareholders as a whole. The Independent Board Committee will
advise the Independent Shareholders on how to vote at the EGM on the resolutions in
respect of the Revised Annual Caps, after taking into account the recommendations of
the independent financial adviser.
– 12 –
In this connection, the Company has appointed Maxa Capital Limited, a corporation
licensed to carry on type 1 (dealing in securities) and type 6 regulated activities
(advising on corporate finance) under the Securities and Futures Ordinance (chapter
571 of the Laws of Hong Kong), as its independent financial adviser to advise the
Independent Board Committee and the Independent Shareholders as to whether the
Revised Annual Caps are fair and reasonable so far as the Independent Shareholders
are concerned and in the interests of the Company and the Shareholders as a whole.
DISPATCH OF CIRCULAR
A circular containing, among other things, (i) details of the Revised Annual Caps;
(ii) the recommendation of the Independent Board Committee; (iii) the letter of
advice from the independent financial adviser to the Independent Board Committee
and the Independent Shareholders advising on the Revised Annual Caps; and (iv) the
notice convening the EGM will be dispatched to the Shareholders by the Company in
accordance with the requirements of the Listing Rules on or before 4 November 2026.
BOARD’S APPROVAL
Mr. Chen Yin, Mr. Li Jiangping, Mr. Wang Lijian and Ms. Zhang Li have abstained
from voting on the Board resolutions approving the Revised Annual Caps since
Mr. Chen Yin is the deputy general manager of Xinjiang Non-ferrous; Mr. Wang
Lijian is the director of the organisation and personnel department, director (manager)
of the human resources department, and vice president of the Party school of Xinjiang
Non-ferrous; and both Mr. Li Jiangping and Ms. Zhang Li are the deputy secretaries to
the Party Committee of the Company appointed by the Party Committee of Xinjiang
Non-ferrous.
Save for Mr. Chen Yin, Mr. Li Jiangping, Mr. Wang Lijian and Ms. Zhang Li, none of
the Directors has any material interest in the transactions contemplated under the 2024
Mutual Supply Agreement. Consequently, they are not required to abstain from voting
on the relevant Board resolutions approving the Revised Annual Caps.
ROUNDING
Certain amounts and percentage figures included in this announcement have been
subject to rounding adjustments. Any minor discrepancies between the figures included
in this announcement and related calculations are due to rounding.
– 13 –
DEFINITIONS
In this announcement, the following terms have the following meanings:
“2024 Mutual Supply
Agreement”
the mutual supply agreement dated 1 November 2024 entered
into between the Company and Xinjiang Non-ferrous in
respect of the continuing supply of the Construction Services,
the Supporting and Ancillary Services and the Company’s
Products, details of which are set out in the Announcement
Dated 1 November 2024, the Circular Dated 5 November
2024 and the Circular Dated 9 December 2025
“Announcement Dated
1 November 2024”
the announcement of the Company dated 1 November 2024
in relation to, among other things, the continuing connected
transactions under the 2024 Mutual Supply Agreement
“Announcement Dated
20 December 2024”
the announcement of the Company dated 20 December 2024
in relation to, among other things, the continuing connected
transactions under the 2024 Mutual Supply Agreement
“Announcement Dated
19 November 2025”
the announcement of the Company dated 19 November 2025
in relation to, among other things, the revision of the annual
caps under the 2024 Mutual Supply Agreement
“Announcement Dated
24 December 2025”
the announcement of the Company dated 24 December 2025
in relation to, among other things, the revision of the annual
caps under the 2024 Mutual Supply Agreement
“Associate(s)”
has the meaning ascribed to it under the Listing Rules
“Board” or “Board of
Directors”
the board of directors of the Company
“Circular Dated
5 November 2024”
the circular of the Company dated 5 November 2024 in
relation to, among other things, the continuing connected
transactions under the 2024 Mutual Supply Agreement
“Circular Dated 9
December 2025”
the circular of the Company dated 9 December 2025 in
relation to, among other things, the revision of the annual
caps under the 2024 Mutual Supply Agreement
– 14 –
“Company”
Xinjiang Xinxin Mining Industry Co., Ltd.* ( 新 疆 新 鑫
礦 業 股 份 有 限 公 司 ), a joint stock limited company
incorporated in the PRC with limited liability, the H Shares
of which are listed on the Stock Exchange
“Company’s
Products”
nickel cathode, copper cathode, copper concentrates,
self-produced precious metals, sulphuric acid, water,
electricity and other ancillary materials provided/to be
provided by the Company to Xinjiang Non-ferrous Group
under the 2024 Mutual Supply Agreement
“connected person(s)”
has the meaning ascribed to it under the Listing Rules
“Construction
Services”
construction-related services, including project design,
construction and facilities installation provided/to be provided
by Xinjiang Non-ferrous Group to the Company under the
2024 Mutual Supply Agreement
“controlling
shareholder”
has the meaning ascribed to it under the Listing Rules
“Director(s)”
one or all of the director(s) of the Company
“EGM”
the extraordinary general meeting of the Company to be held
to approve the Revised Annual Caps
“Group”
the Company and its subsidiaries
“Hong Kong”
the Hong Kong Special Administrative Region of the
People’s Republic of China
“Independent Board
Committee”
an independent committee of the Board comprising the
independent non-executive Directors, namely Ms. Liu
Ying, Mr. Huang Yong and Mr. Lee Tao Wai, to advise the
Independent Shareholders in respect of the Revised Annual
Caps
“Independent
Shareholders”
in respect of the Revised Annual Caps and the transactions
contemplated under the 2024 Mutual Supply Agreement,
shareholders of the Company other than Xinjiang Non-ferrous
and its Associates
– 15 –
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock
Exchange
“Original Annual
Caps”
the original annual caps for the continuing supply of the
Supporting and Ancillary Services and the Company’s
Products under the 2024 Mutual Supply Agreement for the
two years ending 31 December 2027
“PRC”
the People’s Republic of China (for the purpose of this
announcement, excluding Hong Kong, Taiwan and the Macau
Special Administrative Region of the PRC)
“Revised Annual
Caps”
the revised annual caps for the continuing supply of the
Supporting and Ancillary Services and the Company’s
Products under the 2024 Mutual Supply Agreement for the
two years ending 31 December 2027
“RMB”
Renminbi, the lawful currency of the PRC
“Shareholder(s)”
shareholder(s) of the Company
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“subsidiary”
has the meaning ascribed to it under the Companies
Ordinance (Chapter 622 of the Laws of Hong Kong)
“Supporting and
Ancillary Services”
services provided/to be provided by Xinjiang Non-ferrous
Group to the Group under the 2024 Mutual Supply Agreement
which include: (i) production supplies, transportation and
supporting services: supplemental production materials
(including copper concentrates, chemical materials, coal,
coke and product packaging materials) and work safety
products; (ii) storage, transportation and loading services:
warehousing services in Beijing for the sales and distribution
of nickel cathode to the Company’s end-customers in
Beijing and its surrounding areas, Hebei province and the
north-eastern region of the PRC, and transportation service
for the delivery of materials including coke and coal; and (iii)
other supporting and ancillary services: machinery repair and
improvement, and geological exploration in the mining areas
– 16 –
“Xinjiang Mineral”
Xinjiang Geological and Mineral Investment (Group)
Co., Ltd.* ( 新 疆 地 礦 投 資( 集 團 )有 限 責 任 公 司 ), a
wholly-owned subsidiary of Xinjiang Non-ferrous
“Xinjiang
Non-ferrous”
Xinjiang Non-ferrous Metal Industry (Group) Ltd.* ( 新
疆 有 色 金 屬 工 業( 集 團 )有 限 責 任 公 司 ), a wholly
state-owned enterprise with limited liability and incorporated
in the PRC, being one of the promoters and the controlling
shareholder of the Company
“Xinjiang Non-ferrous
Group”
Xinjiang Non-ferrous and its subsidiaries excluding the
Company, its subsidiaries and Associates
“%”
per cent
By order of the Board
Xinjiang Xinxin Mining Industry Co., Ltd.*
Li Zhenzhen, Tsoi Ka Shing
Joint Company Secretaries
Xinjiang, the PRC, 14 October 2026
As at the date of this announcement, the executive Director of the Company is Mr. Li
Jiangping; the non-executive Directors are Mr. Chen Yin, Mr. Zhou Chuanyou,
Mr. Wang Lijian and Mr. Hu Chengye; the independent non-executive Directors are
Ms. Liu Ying, Mr. Huang Yong and Mr. Lee Tao Wai; and the employee representative
Director is Ms. Zhang Li.
* For identification purposes only
– 17 –
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