藏格矿业股份有限公司关于控制权拟发生变更的进展暨签署补充协议的公告

Core Viewpoint - The announcement details the progress of a control change in藏格矿业股份有限公司, involving a share transfer agreement between existing shareholders and 紫金国际控股有限公司, which will become the new controlling shareholder [3][4]. Group 1: Equity Change Situation - On January 16, 2025, a control transfer agreement was signed, where藏格创投 and its associates transferred a total of 392,249,869 shares, representing 24.82% of the company's total equity, to 紫金国际 [3][4]. - The transfer includes 276,692,503 shares from藏格创投 and its associates, and 115,557,366 shares from新沙鸿运投资 [3]. Group 2: Supplementary Agreement Details - A supplementary agreement was signed to adjust the share transfer due to the cancellation of 10,209,328 repurchased shares, reducing the total shares from 1,580,435,073 to 1,570,225,745 [5][7]. - The supplementary agreement includes adjustments to the number of shares being transferred, with肖永明 now participating as a transferor [5]. Group 3: Payment Arrangement - The first payment of 1,372,874,541.5 yuan, representing 10% of the total transfer price, has been completed [9]. - The second payment, amounting to 10,982,996,332 yuan (80% of the total), will be made after compliance checks are completed [10][12]. Group 4: Agreement Effectiveness and Termination - The supplementary agreement will take effect upon signing by authorized representatives and approval from the relevant state asset supervision authority [15]. - The agreement allows for unilateral termination by either party if certain conditions are not met by specified deadlines [16].