国城矿业股份有限公司 第十二届董事会第三十八次会议决议公 告

Group 1 - The company held its 38th meeting of the 12th Board of Directors on August 18, 2025, to discuss and approve a proposal for providing guarantees for a subsidiary [1][6] - The proposal involves a guarantee for the subsidiary, Malkang Jinxin Mining Co., Ltd., which is seeking a financing credit limit of RMB 50 million from Shanghai Pudong Development Bank [9][10] - The company plans to provide a joint liability guarantee covering 48% of the total debt, with a maximum principal amount of RMB 24 million [9][10] Group 2 - The proposal for the guarantee and related transactions was approved with 3 votes in favor, 0 against, and 5 abstentions from related directors [1][2] - The independent directors have reviewed and approved the proposal, stating it is beneficial for the subsidiary's business development and does not harm the interests of the company or its shareholders [17][18] - The proposal will be submitted for approval at the company's fifth extraordinary general meeting of shareholders scheduled for September 4, 2025 [3][23] Group 3 - The company has a total of RMB 1,675.54 million in actual external guarantees, which represents 56.03% of the latest audited net assets [19] - After the proposed guarantee, the total external guarantees will increase to a maximum of RMB 1,699.54 million, accounting for 56.83% of the latest audited net assets [19] - There are no overdue guarantees or guarantees involved in litigation as of the announcement date [19]