Minmetals Development Co Ltd

Minmetals Development has disclosed a major asset restructuring plan, under which it intends to divest its 100% stake in wholly-owned subsidiary Minmetals Trading, and acquire all equity interests in Minmetals Mining and Luzhong Mining from controlling shareholder China Minmetals Corporation. The total consideration for the assets being injected is 28.115 billion yuan, while the assets being divested are valued at 5.519 billion yuan. The difference of 22.596 billion yuan will be settled through the issuance of shares at 7.46 yuan per share plus 3 billion yuan in cash. The company also plans to raise no more than 8 billion yuan from up to 35 specific investors. Upon completion of the transaction, the company will completely exit its metals trading and supply chain business, transforming its main operations into iron ore mining, processing, and the sale of iron concentrate. The actual controller will remain China Minmetals Corporation, and the deal does not constitute a backdoor listing. Financial data shows that Minmetals Development recorded revenue of 52.823 billion yuan in 2025, but net profit attributable to the parent company was only 19.1038 million yuan. The overall appreciation rate of the net assets of the two target companies is 171.23%. On a pro forma basis after the transaction, net profit attributable to the parent company for 2025 could reach 665 million yuan, and the asset-liability ratio would drop from 66.78% to 43.84%. China Minmetals Corporation has committed that if the deal is completed in 2026, the cumulative non-recurring net profit from the mining rights for 2026 to 2028 will be no less than 2.259 billion yuan, with any shortfall to be compensated first through shares. The transaction still requires approval from state-owned assets authorities, review by the shareholders' meeting, and clearance from the Shanghai Stock Exchange and registration with the China Securities Regulatory Commission before it can be implemented.