Announcement on the Acquisition and Capital Increase of Guangnan Jinxin Metallurgical Materials Co., Ltd. by Wholly-Owned Subsidiary
Beijiete Group Co., Ltd. (Stock Code: 300774) (hereinafter referred to as "the Company" or "Beijiete") and all members of the Board of Directors guarantee that the content of this information disclosure is true, accurate, and complete, with no false records, misleading statements, or significant omissions.
Important Content Reminder:
-
Beijiete's wholly-owned subsidiary, Beijiete (Beijing) New Materials Technology Co., Ltd. (hereinafter referred to as "Beijiete New Materials"), intends to use its own or raised funds of 54.34 million RMB to acquire a 55% stake in Guangnan Jinxin Metallurgical Materials Co., Ltd. (hereinafter referred to as "Jinxin Metallurgy") through equity transfer and capital increase. This includes acquiring 41% of the equity held by Li Zhengyi, Liu Yulin, and Jin Lili for 30.89 million RMB, followed by a capital increase of 23.45 million RMB after the equity transfer transaction is completed. The above equity transfer and capital increase are collectively referred to as "this transaction." Upon completion of this transaction, Beijiete New Materials will directly hold a 55% stake in Jinxin Metallurgy, which will be included in the Company's consolidated financial statements.
-
To address the funding needs for subsequent mineral exploration and development, Beijiete New Materials has signed a financing agreement with Jinxin Metallurgy and Xu Yinghan, intending to provide up to 50 million RMB in special financing (annual interest rate of 6.5%, calculated annually) for the exploration and construction of the Zaoshu Antimony Mine project in Guangnan County after the completion of the equity transfer and capital increase. The specific financing amount will be determined based on the actual needs of the project.
-
According to the relevant provisions of the "Shenzhen Stock Exchange GEM Stock Listing Rules" and "Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange," this transaction does not constitute a related party transaction and does not constitute a major asset reorganization as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."
-
According to the "Shenzhen Stock Exchange GEM Stock Listing Rules" and the "Articles of Association of Beijiete Group Co., Ltd." (hereinafter referred to as "the Articles of Association"), this transaction is within the approval authority of the Company's management and does not reach the approval standards of the Board of Directors and the Shareholders' Meeting, thus does not require submission for deliberation by the Board of Directors and the Shareholders' Meeting.
-
Jinxin Metallurgy has not yet turned a profit, mainly because its associated mine has not obtained mining rights and has not commenced operations.
-
This acquisition is part of a merger within the upstream and downstream industrial chain, with the core purpose of enhancing antimony resource reserves, streamlining the industrial chain, and improving the efficiency and risk resistance of the entire industrial chain. The Company has completed process verification for the efficient recovery of metallic antimony from heavy metal wastewater and sludge, effectively increasing the recovery rate of metallic antimony and reducing energy consumption through hydrometallurgical processes. This transaction is a strategic extension to secure key raw material supplies upstream and achieve full-chain industrial application, integrating from the end "recovery" stage back to the front "raw materials" and "smelting," covering the entire industrial chain of antimony mining, smelting, product production, recovery, and resource assurance. Additionally, the acquired antimony resources will meet the Company's self-use needs, helping to achieve stable raw material supply and cost control, enhancing the efficiency and risk resistance of the entire industrial chain, and strengthening the core competitiveness and sustainable development capabilities of the listed company, in line with the new trend of industrial chain transformation and upgrading.