Another A-Share Company Announces Major Restructuring Plan

Deep News10-25 20:00

On the evening of October 25, Gaozheng Minbao (Stock Code: 002827) issued an announcement stating that the company had received notice from its controlling shareholder, Tibet Geological and Mineral Group Co., Ltd. (hereinafter referred to as the Geological and Mineral Group), proposing that the company acquire, through the issuance of shares, a 51% equity stake in Tibet Zilong Mining, a 51% equity stake in Tibet Ziyuan Copper Industry, and 100% equity in Tibet Shengyuan Mining held by the Geological and Mineral Group, while also raising supporting funds. This transaction is expected to constitute a major asset restructuring and a related-party transaction, but will not constitute a restructuring listing. The company's shares have been suspended from trading since the market open on October 26, and the company is expected to disclose the transaction plan and apply for resumption of trading within no more than five trading days.

This marks the first asset injection initiated by Gaozheng Minbao since its controlling shareholder changed to the Geological and Mineral Group in September of this year. For a local Tibet-based enterprise primarily engaged in civil explosives materials and blasting services, this move into copper mines and other mineral resource sectors signifies that its business boundaries and asset attributes may undergo a fundamental reshaping.

Mining asset injection, with Julong Copper becoming the core highlight

According to the framework disclosed in the announcement, the three target companies to be acquired each carry different resource roles. Among them, Tibet Shengyuan Mining Co., Ltd. is proposed to be allocated a 10.12% equity stake in Tibet Julong Copper Co., Ltd. (hereinafter referred to as Julong Copper) and a 27.00% equity stake in Tibet Ali Laguo Resources Co., Ltd.; Tibet Ziyuan Copper Industry Co., Ltd. is proposed to be injected with the mining rights of the Mamupu mining area. Within this asset package, the rights and interests in Julong Copper are undoubtedly the focus of market attention. The Julong Copper Mine is located on the Tibetan Plateau and is currently the copper mine with the largest registered resource volume in China. According to previously disclosed announcements by Zijin Mining and Zangge Mining, the Julong Copper Mine has a cumulative identified copper metal resource of 25.88 million tons, along with associated molybdenum metal of 1.672 million tons and silver metal of 15,145 tons.

In January 2026, the Phase II project of the Julong Copper Mine was officially completed and put into operation, with the mining and processing scale jumping from 150,000 tons per day to 350,000 tons per day. After reaching full production, the annual output of mined copper will increase from 190,000 tons in 2025 to approximately 300,000 to 350,000 tons. By then, the Julong Copper Mine will become China's largest copper mine, as well as the world-class super-large copper mine with the highest altitude and the lowest feed grade globally. The Phase III project plan is even more ambitious. If approved and implemented, the annual ore mining and processing volume will reach approximately 200 million tons, with an annual copper output of about 600,000 tons, potentially making it the copper mine with the largest mining and processing scale in the world.

According to periodic financial reports previously disclosed by Zangge Mining, in 2025, Julong Copper achieved copper mine sales of 193,700 tons, revenue of 16.663 billion yuan, and net profit of 9.141 billion yuan. In the first three quarters of 2026, Julong Copper achieved mined copper production of 216,500 tons and sales of 216,500 tons; realized revenue of 24.958 billion yuan and net profit of 15.398 billion yuan.

For Gaozheng Minbao, indirectly holding a portion of the equity in Julong Copper through this acquisition means the company will share in the development returns of a top-tier domestic copper mine resource.

Performance under pressure in the first three quarters of 2026

Gaozheng Minbao was listed in 2016, with its main business covering the research and development, production, and sales of civil explosives materials, as well as blasting engineering services. It is the leading enterprise in the civil explosives industry within the Tibet Autonomous Region. In the first three quarters of 2026, the company achieved revenue of 1.188 billion yuan, a year-on-year decrease of 5.71%; realized net profit attributable to shareholders of the parent company of 81 million yuan, a year-on-year decrease of 35.45%; and non-recurring net profit attributable to shareholders of the parent company of 74 million yuan, a year-on-year decrease of 34.54%. The company attributed the profit decline to three factors: a decrease in the sales price of civil explosives materials, increased asset amortization arising from the acquisition of Heilongjiang Gaojiang Company at the beginning of the year, and a reduction in government subsidies compared to the same period last year. Among these, the net profit attributable to shareholders of the parent company for the third quarter alone was 48.9181 million yuan, a year-on-year decrease of 13.95%. The decline was narrower than in the first two quarters, but overall profit pressure has not yet been alleviated.

It is precisely against the backdrop of performance pressure that the change in controlling shareholder and the subsequent asset injection have attracted attention. In September 2026, the State-owned Assets Supervision and Administration Commission of the Tibet Autonomous Region transferred 34% of the state-owned shares of Gaozheng Minbao held by Zangjian Group to the Geological and Mineral Group without compensation. The company's controlling shareholder thereby changed to the Geological and Mineral Group, while the actual controller remained unchanged. As the core platform in Tibet's geological and mineral sector, the Geological and Mineral Group holds multiple mining rights, including copper and lithium. This injection of equity interests in Zilong Mining, Ziyuan Copper Industry, and Shengyuan Mining into the listed company can be seen both as fulfilling previous market expectations for asset integration and as reflecting that, under the framework of the new controlling shareholder, Gaozheng Minbao has been assigned a role beyond its main civil explosives business.

From the perspective of the transaction structure, the arrangement of acquiring assets through share issuance while raising supporting funds, on the one hand, avoids cash outflow from the listed company, and on the other hand, enables the Geological and Mineral Group to further consolidate its shareholding ratio in the listed company after the restructuring. However, it should be noted that what has been disclosed so far is only the basic situation of the transaction. Key information such as the audit and appraisal results of the target assets, the final transaction price, and the scale and use of supporting funds remains to be revealed in subsequent plans. As of before the trading suspension (October 23), Gaozheng Minbao was quoted at 51.80 yuan per share, up 6.41%, with a total market value of 14.35 billion yuan.

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