Sinomine Resource Group Co., Ltd. Stock Code: 002738 Stock Abbreviation: Sinomine Announcement No.: 2026-040
Sinomine Resource Group Co., Ltd. Announcement on Dilution of Earnings Per Share, Compensation Measures, and Commitments of Related Parties Regarding Private Placement of A Shares
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or significant omissions.
In accordance with the "Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legal Rights and Interests of Small and Medium Investors in the Capital Market" (Guo Ban Fa [2013] No. 110), the "Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market" (Guo Fa [2014] No. 17), and the "Guiding Opinions on Matters Related to the Dilution of Immediate Returns from Initial Public Offerings, Refinancing, and Major Asset Restructurings" (CSRC Announcement [2015] No. 31), and other relevant regulations, in order to protect the interests of small and medium investors, based on the plan for the private placement of A shares, Sinomine Resource Group Co., Ltd. (hereinafter referred to as the "Company") has analyzed the impact of this issuance on the dilution of immediate returns and proposed specific compensation measures. Related parties have made commitments to ensure the effective fulfillment of the Company's compensation measures. The Company hereby announces the situation regarding the dilution of immediate returns from this issuance and the relevant compensation measures as follows:
I. Impact of the Private Placement of A Shares to Specific Objects on the Company's Main Financial Indicators
(I) Assumptions for Analyzing the Dilution of Immediate Returns from the Private Placement of A Shares to Specific Objects
- It is assumed that the macroeconomic environment and market conditions will not undergo significant adverse changes;
- It is assumed that the private placement of A shares to specific objects will be completed by the end of November 2026. This completion time is a hypothetical estimate and does not constitute a commitment to the actual completion time. Investors should not make investment decisions based on this. The Company shall not bear any liability for compensation for losses incurred by investors making investment decisions based on this;
- It is assumed that the total amount of capital to be raised from the private placement of A shares to specific objects is RMB 5,200,000,000. Excluding issuance expenses, the actual amount of capital raised from the private placement of A shares to specific objects will be determined based on the registration with the regulatory authorities, subscription situation, and issuance expenses;
Sinomine Resource Group Co., Ltd. 4. When forecasting the Company's total share capital, the calculation is based on the total share capital of 721,491,877 shares before the private placement of A shares to specific objects, considering only the impact of this private placement and not changes in share capital caused by other factors; 5. It is assumed that the number of A shares to be privately placed to specific objects is the upper limit of 216,447,563 shares (not exceeding 30% of the total share capital before the private placement to specific objects). This issuance quantity is a hypothetical estimate, and the final number of shares issued shall be subject to the approval of the Shenzhen Stock Exchange and the registration with the China Securities Regulatory Commission; 6. The net profit attributable to shareholders of the parent company of the Company in 2025, both before and after deducting non-recurring gains and losses, is RMB 457,639,791.04 and RMB 414,234,073.55, respectively. It is assumed that the net profit attributable to shareholders of the parent company in 2026, both before and after deducting non-recurring gains and losses, will be calculated based on the 2025 figures under three scenarios: flat, a 10% increase, and a 10% decrease. The above assumptions do not constitute profit forecasts; 7. It is assumed that the impact of the raised funds on the Company's production and operation, financial situation, etc. (such as operating revenue, financial expenses, investment income, etc.) after their arrival is not considered.