Zijin Mining's Acquisition of Chifeng Gold: Delivery Deadline Extended to End of November

en.Wedoany.com Reported - On the evening of September 28, Zijin Mining announced that its wholly-owned subsidiary Zijin Gold and Li Jinyang, controlling shareholder of Chifeng Gold, along with Zhejiang Hanfeng, signed a supplementary agreement to the Share Transfer Agreement, extending the deadline for satisfying the conditions precedent to the share transfer delivery to November 30, 2026; concurrently, Zijin Gold and Chifeng Gold signed a supplementary agreement to the Strategic Investment Agreement, extending the deadline for the H-share private placement to November 30 as well. Apart from the aforementioned deadline adjustments, all other terms of the original agreements remain unchanged.

Zijin Gold previously signed a share transfer agreement with Li Jinyang and his concert parties to acquire approximately 242 million Chifeng Gold A-shares held by them, with a share transfer consideration of approximately RMB 10.006 billion; it also planned to subscribe to approximately 311 million H-shares in Chifeng Gold's private placement. The total consideration for the two parts of the transaction amounts to approximately RMB 18.258 billion, all payable in cash. According to the financing arrangement disclosed by Zijin Mining, the equity funds for this acquisition shall be no less than RMB 5.477 billion, and it plans to raise no more than RMB 10 billion through debt financing instruments.

Under the original transaction arrangement, the A-share transfer was to proceed after all relevant conditions precedent to delivery were satisfied or waived, and Zijin Gold was required to pay the full share transfer price into the escrow account within five working days after the conditions were satisfied. The H-share subscription was to proceed in parallel with Chifeng Gold's private placement arrangement. This supplementary agreement only adjusts the time windows for the two transactions; the transaction size, price, and basic transaction structure remain unchanged.

According to Zijin Mining's previous disclosure, the completion of this transaction still requires the satisfaction of multiple conditions precedent, including merger control review, compliance review by the Shanghai Stock Exchange, and approval by Chifeng Gold's shareholders' meeting for the H-share private placement. Zijin Mining stated at the time that this acquisition does not constitute a related-party transaction, nor a major asset restructuring, and does not need to be submitted to Zijin Mining's shareholders' meeting for deliberation.