山金国际黄金股份有限公司 第九届董事会第十六次会议决议公告

Group 1 - The company held the 16th meeting of the 9th Board of Directors on September 1, 2025, where it approved a proposal for guarantees between wholly-owned subsidiaries with unanimous consent from all 9 directors [1][5][7] - The proposal for guarantees will be submitted to the company's third extraordinary general meeting of shareholders in 2025 for approval [2][3] - The company’s wholly-owned subsidiary, Hainan Shengwei Trading Co., Ltd., will provide a performance guarantee of up to $26 million for Osino Gold Exploration and Mining (Pty) Ltd. to secure a contract with Solarcentury Africa Limited [7][10] Group 2 - The performance guarantee is intended to facilitate the construction of the Osino Twin Hills gold mine project and will not involve financing [11][12] - As of June 30, 2025, Osino Gold had total assets of 220.56 million yuan and total liabilities of 574.02 million yuan, resulting in a negative net asset value of 353.46 million yuan [9] - The total amount of guarantees provided by the company and its subsidiaries will reach 473.88 million yuan after this guarantee, which is 2.62% of the latest audited net assets [12] Group 3 - The company announced the third extraordinary general meeting of shareholders will be held on September 22, 2025, with a combination of on-site and online voting [14][15][18] - The meeting will include various resolutions, some of which require a two-thirds majority for approval [22][24] - Shareholders can register for the meeting from September 19, 2025, and the meeting will take place at the company's office in Beijing [26][27] Group 4 - The company has been actively repurchasing its shares, with a total of 1,834,929 shares repurchased by August 31, 2025, representing 0.07% of the total share capital [37][38] - The repurchase was conducted within the set price limit of 29.70 yuan per share, with a total expenditure of approximately 34.09 million yuan [37][38] - The company will continue to implement the repurchase plan in accordance with market conditions and regulatory requirements [40]