Nanchang Mining Machinery Group Co., Ltd. (hereinafter referred to as "the Company") and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, with no false records, misleading statements, or significant omissions.
Important Content Reminder:
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Transaction Details:
On February 4, 2026, the Company held the 11th meeting of the 2nd Board of Directors, where it approved the proposal on external investment and subscription of equity in Eagle Canyon Gold Limited (hereinafter referred to as "ECG Company" or "Target Company"). The Company agreed to subscribe for newly issued ordinary shares of ECG Company, representing 10% of the total share capital after issuance, through its wholly-owned subsidiary NMS International Holding Pte. Ltd. (hereinafter referred to as "NMS" or "Investor") for a cash amount of $30 million. The final subscription shares will be determined based on third-party audits, asset evaluations, and the simulated consolidated balance sheet of the Target Company as of the evaluation benchmark date. -
This transaction does not constitute a major asset restructuring and is not considered a related party transaction. The transaction involves overseas investment, and the remittance of funds requires approval from domestic regulatory authorities such as the National Development and Reform Commission, the Ministry of Commerce, and the foreign exchange regulatory authority. There is uncertainty regarding whether this transaction can pass the aforementioned approval or filing procedures and the time required for approval. Additionally, the final completion of this transaction depends on the realization of a series of preconditions, including the completion of the internal restructuring of the Target Company, filing procedures, and audit evaluations. Investors are advised to pay attention to investment risks.
I. Overview of External Investment
This external investment is based on the strategic development needs of the Company to extend its industrial chain. The Company intends to sign the "Subscription Agreement for the Increased Issuance of Equity in Eagle Canyon Gold Limited" (hereinafter referred to as "Subscription Agreement" or "this Agreement") with ECG Company and its controlling shareholder/actual controller LIU Jun. After the restructuring of the Target Company is completed and before the introduction of other new investors, the three parties agree on a total valuation of $300 million for the Target Company. The Investor will subscribe for newly issued ordinary shares of the Target Company for $30 million, representing 10% of the total share capital after issuance. The final subscription shares will be determined based on third-party audits, asset evaluations, and the simulated consolidated balance sheet of the Target Company as of the evaluation benchmark date.
The Company held the 11th meeting of the 2nd Board of Directors on February 4, 2026, to review and approve the proposal on external investment and subscription of equity in Eagle Canyon Gold Limited. According to the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules" and the "Company Articles of Association," this external investment matter is within the review authority of the Company's Board of Directors and does not require submission to the shareholders' meeting for review. This matter does not constitute a related party transaction and does not constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies." This external investment is still subject to domestic and foreign investment filing or approval procedures.
II. Basic Situation of the Transaction Target
- Basic Information of Eagle Canyon Gold Limited
- ECG Company is an exempt limited liability company established under the laws of the Cayman Islands, registered at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands, with registration number 2156757.
- The most recent financial data (unaudited) of ECG Company is as follows: