国城矿业股份有限公司 第十二届董事会第四十八次会议 决议公告

Core Viewpoint - The company, Guocheng Mining Co., Ltd., has approved a proposal to provide guarantees for its associate company, Malkang Jinxin Mining Co., Ltd., amounting to a total of up to RMB 700 million, which requires further approval from the shareholders' meeting [7][8][14]. Group 1: Board Meeting Decisions - The 48th meeting of the 12th Board of Directors was held on January 16, 2026, with all 8 directors present, and the meeting was chaired by Chairman Wu Cheng [1][5]. - The board approved the proposal to provide guarantees for the associate company, with 4 votes in favor and 4 abstentions from related directors [1][2]. - The proposal to hold the first temporary shareholders' meeting of 2026 was also approved unanimously [5]. Group 2: Guarantee Details - The company will provide a guarantee of up to RMB 700 million to Malkang Jinxin Mining Co., Ltd., in which it holds a 48% stake, to support its operational financing needs [7][14]. - The current total external guarantee balance exceeds 76.61% of the company's latest audited net assets, and after this guarantee, it will reach 100.01% [17]. - The controlling shareholder, Guocheng Holdings Group, will provide a counter-guarantee for the company's guarantee to Jinxin Mining [7][14]. Group 3: Shareholders' Meeting Information - The first temporary shareholders' meeting is scheduled for February 3, 2026, with both on-site and online voting options available [19][20]. - Shareholders must register by January 29, 2026, to participate in the meeting [21][28]. - Related shareholders are required to abstain from voting on the proposal due to conflicts of interest [26].