Core Viewpoint - Zijin Mining Group Co., Ltd. has signed a cooperation and equity transfer agreement with Jinduicheng Molybdenum Co., Ltd. for the integrated development and deep processing of the Shapinggou Molybdenum Mine in Anhui Province, marking a significant step in enhancing resource utilization and economic benefits [1][9]. Group 1: Cooperation Plan - The cooperation includes two main components: smelting cooperation and equity transaction [2]. - A smelting company will be established in the county where Jinsan Molybdenum Co., Ltd. operates, with a capital structure aligned with the development scale of the Shapinggou Molybdenum Mine [2]. - Jinduicheng Molybdenum Co., Ltd. will hold 51% and Jinsan Molybdenum Co., Ltd. will hold 49% of the smelting company's shares, with Jinduicheng Molybdenum leading the construction and operation [2]. Group 2: Equity Transaction - Zijin Mining will transfer 24% of Jinsan Molybdenum Co., Ltd. to Jinduicheng Molybdenum for a consideration of RMB 173.087 million [3]. - Post-transfer, Zijin Mining will hold 60%, Jinduicheng Molybdenum will hold 34%, and the remaining 6% will be held by Jinzhai County Urban Development Investment Co., Ltd. [3]. Group 3: Preconditions for Cooperation - Jinduicheng Molybdenum is required to initiate the establishment and funding of the smelting company promptly after signing the agreement, with a deadline for completion by December 2026 [4]. - If Jinduicheng Molybdenum fails to meet investment and operational commitments, Zijin Mining has the right to reclaim the transferred equity [4]. Group 4: Payment Terms - The payment for the equity transfer will be made in two installments: 50% within 20 working days of the agreement's effectiveness and the remaining 50% within 10 working days after the completion of the business registration changes for Jinsan Molybdenum [5]. Group 5: Corporate Governance of Jinsan Molybdenum - Jinsan Molybdenum will revise its articles of association to establish a modern corporate governance structure, including a shareholders' meeting, board of directors, and supervisory board [6][7][8]. Group 6: Purpose and Impact of the Transaction - The Shapinggou Molybdenum Mine is a rare, large undeveloped porphyry-type molybdenum mine with significant resource reserves and high-grade ore [9]. - This cooperation aims to create a complementary advantage between Zijin Mining's mining development and Jinduicheng Molybdenum's smelting processing, promoting efficient development and extending the industrial chain [9].
紫金矿业集团股份有限公司关于签署沙坪沟钼矿项目合作及股权转让协议的公告