宝地矿业: 新疆宝地矿业股份有限公司第四届董事会第十三次会议决议公告

Core Viewpoint - The company has approved a proposal for issuing shares and cash to acquire assets and raise matching funds, which complies with relevant laws and regulations [1][2][3] Group 1: Meeting Details - The fourth board meeting was held on June 19, 2025, with all nine directors present, and the meeting was deemed legal and effective [1] - The independent directors and relevant committees have reviewed and approved the proposals [2][3] Group 2: Asset Acquisition Proposal - The company plans to acquire 82% of Xinjiang Congling Energy Co., Ltd. from Congling Industrial Co., Ltd. through a combination of share issuance and cash payment [2][3] - The total cash payment for the acquisition is set at 64,575 million yuan, with additional cash payments to JAAN [7] Group 3: Fundraising Details - The company intends to raise up to 56,000 million yuan through the issuance of shares to no more than 35 specific investors, including Xinjiang Geological Mining Investment Group [12][14] - The funds will be used for cash payments, project construction, and to supplement working capital [14][15] Group 4: Share Issuance and Pricing - The issuance price is set at 5.1125 yuan per share, which is not lower than 80% of the average stock price over the past 120 trading days [5][6] - The total number of shares to be issued is approximately 116,528,117 shares [8] Group 5: Lock-up Period and Profit Sharing - Shares acquired by Congling Industrial will be subject to a 12-month lock-up period, with an additional voluntary lock-up of 24 months for 10% of the shares [9][10] - The retained earnings before the transaction will be shared among new and old shareholders based on their shareholding ratios after the transaction [11][15] Group 6: Regulatory Compliance - The transaction does not constitute a major asset restructuring as defined by regulations, as the financial metrics do not exceed the specified thresholds [18][19] - The company has engaged independent auditors and evaluators to ensure compliance with relevant regulations [20][21]