China International Capital Corporation Limited
Commitment Letter Issued Based on Full Due Diligence and Internal Review
Hunan Gold Co., Ltd. (hereinafter referred to as the "Listed Company") intends to acquire 100% equity of Hunan Golden Sky Mining Co., Ltd. (hereinafter referred to as "Golden Sky") held by Hunan Gold Group Co., Ltd. (hereinafter referred to as "Hunan Gold Group") and Hunan Tianyue Investment Group Co., Ltd. (hereinafter referred to as "Tianyue Investment Group"), and 100% equity of Hunan Zhongnan Gold Smelting Co., Ltd. (hereinafter referred to as "Zhongnan Smelting") held by Hunan Gold Group, by issuing shares. It also plans to raise supporting funds from no more than 35 specific investors by issuing shares (hereinafter referred to as "this Restructuring" or "this Transaction").