Hunan Gold Corporation
2026 Third Independent Directors' Special Meeting Resolution
Hunan Gold Corporation (hereinafter referred to as the Company) held its third special meeting of independent directors for 2026 on July 8, 2026, via written voting. Three independent directors were required to attend, and all three were present. Mr. Chen Aiwén was elected as the convener and chairman of the meeting. The convocation, convening, and voting procedures of this meeting comply with the provisions of the Company Law, the Administrative Measures for Independent Directors of Listed Companies, and the Company's Articles of Association. After careful deliberation by all independent directors, the meeting formed the following resolutions:
I. "Proposal on the Company's Plan for Issuing Shares to Acquire Assets and Raise Supporting Capital, Constituting a Connected Transaction"
This transaction complies with relevant laws and regulations, aligns with the Company's actual situation, and is feasible. This transaction is conducive to consolidating the development of the Company's main business, enhancing its sustainable profitability, and is in line with the Company's long-term development and the interests of all shareholders, without harming the interests of the Company and all shareholders, especially small and medium shareholders. The specific voting matters and results are as follows:
(I) Overview of the Transaction Plan
The Company intends to acquire 100% of the equity of Hunan Gold Tianyue Mining Co., Ltd. (hereinafter referred to as "Golden Tianyue") 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") by issuing shares. The Company also intends to acquire 100% of the equity of Hunan Zhongnan Gold Smelting Co., Ltd. (hereinafter referred to as "Zhongnan Smelting") held by Hunan Gold Group by issuing shares.
Concurrently, the listed company intends to issue shares to no more than 35 specific investors meeting the conditions stipulated by the China Securities Regulatory Commission (CSRC) to raise supporting capital.
The raising of supporting capital is conditional on the feasibility of the acquisition through the issuance of shares. However, the success or failure of raising supporting capital will not affect the implementation of the acquisition through the issuance of shares. If the latest regulatory requirements of the securities regulatory authorities are adjusted, the Company may make corresponding adjustments to the matters related to the fundraising of supporting capital in accordance with the latest regulatory requirements of the relevant securities regulatory authorities.
Voting Result: 3 votes in favor, 0 votes against, 0 abstentions.
It is proposed that this proposal be submitted to the twenty-second meeting of the seventh session of the Board of Directors for deliberation.
(II) Specific Plan for Issuing Shares to Acquire Assets
- Transaction Method, Transaction Targets, and Transaction Counterparties
The Company will issue shares to Hunan Gold Group to acquire 51% of the equity of Golden Tianyue and 100% of the equity of Zhongnan Smelting. The Company will issue shares to Tianyue Investment Group to acquire 49% of the equity of Golden Tianyue.
- Transaction Price and Payment Method
According to the asset appraisal reports issued by Beijing Tianjian Xingye Asset Appraisal Co., Ltd. (Tianxingpingbaozi [2026] No. 0834 and Tianxingpingbaozi [2026] No. 0827), the negotiated transaction price for 100% of the equity of Golden Tianyue is RMB 350,152.28 million. Among them, the transaction price for 51% of the equity of Golden Tianyue held by Hunan Gold Group is RMB 178,577.66 million, and the transaction price for 49% of the equity of Golden Tianyue held by Tianyue Investment Group is RMB 171,574.62 million. The transaction price for 100% of the equity of Zhongnan Smelting held by Hunan Gold Group is RMB 83,215.33 million. The Company will pay the transaction consideration entirely by issuing shares to the transaction counterparties.