Sinomine Resource Group Co., Ltd.
Securities Code: 002738 Securities Abbreviation: Sinomine Resource Announcement No.: 2026-058
Announcement on Proposed Sale of Subsidiary Equity
The Company and the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.
I. Transaction Overview
Sinomine Resource Group Co., Ltd. (hereinafter referred to as the "Company" or "this Company") held the fourth meeting of the seventh Board of Directors on July 20, 2026, and reviewed and approved the "Proposal on the Proposed Sale of Subsidiary Equity". It was agreed that its holding subsidiary Sinomine Rare Earth Resources Co., Ltd. (hereinafter referred to as "Sinomine Hong Kong Rare Earth" or "Seller One") and its wholly-owned subsidiary Sinomine International (Zambia) Engineering Company Limited (hereinafter referred to as "Sinomine Zambia Engineering" or "Seller Two", collectively referred to as "Sellers") will transfer their respective 99% equity and 1% equity in African Inkalamo Mining Company Limited (hereinafter referred to as "African Lion Mining" or "Target Company") to Sino Great Chemical Company Limited (hereinafter referred to as "Buyer One") and HUANG YAOCHI (hereinafter referred to as "Buyer Two", collectively referred to as "Buyers"). The buyers and sellers have signed the "Equity Transfer Agreement". The total transaction consideration is US$19.5 million, and it is estimated that the net profit attributable to the parent company confirmed in the Company's consolidated statements will be US$9.84 million (subject to actual delivery). Upon completion of this transaction, the Company will no longer hold equity in African Lion Mining and will no longer include it in the consolidated scope.
This transaction does not constitute a related-party transaction, nor does it constitute a major asset restructuring as stipulated in the "Measures for the Administration of Major Asset Restructuring of Listed Companies", and does not require submission to the Company's shareholders' meeting for deliberation.
II. Basic Information of the Transaction Counterparties
(I) Buyer One
| Enterprise Name | Sino Great Chemical Company Limited |
|---|---|
| Enterprise Type | Limited Liability Company |
| Registration No. | 120220042337 |
| Registered Address | PLOT NO 6467, GREAT EAST ROAD, KALUNDU, LUSAKA PROVINCE, ZAMBIA |
Registered Capital | 2,500,000 Kwacha |
| Equity Structure | SINO GREAT GROUP COMPANY LIMITED holds 1,130,000 shares; WONDERFUL GROUP OF COMPANIES LIMITED holds 495,000 shares; ZCCM INVESTMENTS HOLDINGS PLC holds 750,000 shares; HUANG YAOCHI holds 125,000 shares. | | Relationship with Company or Other Interests | Does not have a relationship with the Company, its controlling shareholder, actual controller, shareholders holding more than 5% of shares, directors, or senior management, nor any other interest arrangements. |
(II) Buyer Two
| Name | HUANG YAOCHI |
|---|---|
| Passport No. | EA4054*** |
| Address | Great East Road, P.O. Box: 31211, Lusaka, Zambia |
III. Basic Information of the Transaction Asset
The subject matter of this transaction is the 100% equity of African Inkalamo Mining Company Limited. The basic information of African Inkalamo Mining Company Limited is as follows:
| Enterprise Name | African Inkalamo Mining Company Limited |
|---|---|
| Enterprise Type | Limited Liability Company |
| Establishment Date | June 27, 2022 |
| Registration No. | 120220035275 |
| Registered Address | No. 1, Sino-Zambia Economic Cooperation Zone, Chingola, Copperbelt Province, Zambia |
| Registered Capital | 20,000 Kwacha |