Resolution Announcement of the 22nd Meeting of the 7th Board of Directors
The Board of Directors and all directors and senior management of the Company guarantee the truthfulness, accuracy, and completeness of the information disclosed in this announcement, and bear joint and several liability for any false representations, misleading statements, or material omissions.
The 7th Board of Directors of Hunan Gold Co., Ltd. (hereinafter referred to as "Hunan Gold", "the listed company", or "the Company") held its 22nd meeting via written voting on July 8, 2026. The meeting was convened and held in compliance with the Company Law and the Articles of Association. The meeting was legally valid. After careful deliberation by the attending directors, the following proposals were approved via written voting:
I. Proposal on the Company's Issuance of Shares to Acquire Assets and Raise Supporting Funds, and Related Transaction Scheme
(I) Overview of the Transaction Scheme
The Company intends to acquire a 100% equity interest in 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") through the issuance of shares. The Company also intends to acquire a 100% equity interest in Hunan Zhongnan Gold Smelting Co., Ltd. (hereinafter referred to as "Zhongnan Smelting") held by Hunan Gold Group through the issuance of shares.
Concurrently, the listed company intends to issue shares to raise supporting funds from no more than 35 specific investors meeting the requirements of the China Securities Regulatory Commission (CSRC).
The raising of supporting funds is conditional upon the successful implementation of the share issuance for asset acquisition. However, the success or failure of raising supporting funds will not affect the implementation of the share issuance for asset acquisition. If there are adjustments to the latest regulatory requirements of the securities regulatory authorities, the Company may make corresponding adjustments to the matters related to the raising of supporting funds in accordance with the latest regulatory requirements of the relevant securities regulatory authorities.
Voting results: 5 votes in favor, 0 votes against, 0 abstentions. The proposal was approved.
This proposal was reviewed and approved by the independent directors' special meeting and the Board's audit committee before being submitted to the Board for deliberation. Due to the insufficient number of members on the Board's strategy committee, this proposal was directly submitted to the Board for deliberation.
This proposal is subject to approval by the Company's shareholders' meeting, and related shareholders need to abstain from voting.
(II) Specific Scheme for Issuing Shares to Acquire Assets
1. Transaction Method, Transaction Subject Matter, and Transaction Counterparties
The Company will issue shares to Hunan Gold Group to acquire its 51% equity interest in Golden Tianyue and its 100% equity interest in Zhongnan Smelting. The Company will issue shares to Tianyue Investment Group to acquire its 49% equity interest in Golden Tianyue.