Announcement on Related Party Transactions Formed by Subsidiary Due to Public Tender
1. Related Party Transaction Overview
Tibet Gaozheng Mining Co., Ltd. (the "Company") subsidiary Chengyuan Mining Development Co., Ltd. (hereinafter "Chengyuan Mining") conducted a public tender for the EPC of the mixed explosive surface station construction project in Jiecun, Yamu Township, Angren County, due to project construction needs. This public tender was conducted in strict accordance with national regulations and relevant authorities, adhering to the principles of openness, fairness, and justice. After the public tender and evaluation, Chengyuan Mining issued the "Notice of Winning Bid" on May 29, 2026, confirming Tibet Construction Investment Co., Ltd. (hereinafter "Tibet Construction") as the winning contractor for the EPC project, with a bid amount of 48,437,000 yuan. Tibet Construction is a holding subsidiary of the Company's actual controller, Tibet Construction and Building Materials Group Co., Ltd. (hereinafter "Tibet Construction Group"), establishing a related party relationship, thus constituting a related party transaction.
2. Board Approval
The aforementioned related party transaction was approved in advance by the 11th meeting of the Audit Committee of the 4th Board of Directors and the 8th special meeting of independent directors. A majority of independent directors agreed, and it was subsequently approved by the 19th meeting of the 4th Board of Directors held on June 1, 2026, with a vote of 7 in favor, 0 against, 0 abstentions, and 2 recused. The related directors, Zhuang Cunwei and Bai Zhen, recused themselves from the vote as they are associated with Tibet Construction Group. On April 27, 2026, the Company held the 17th meeting of the 4th Board of Directors, which approved the proposal for additional related party transactions with the controlling shareholder's subsidiary, estimating an additional related party transaction of 48 million yuan for 2026, as disclosed in the announcement on April 28, 2026 (Announcement No.: 2026-018). The Company and all members of the Board guarantee the authenticity, accuracy, and completeness of the information disclosed, with no false records, misleading statements, or significant omissions.