Chifeng Gold has announced that its board was informed by Ms. Li Jinyang and Zhejiang Hanfeng that on March 22, 2026, they entered into a share transfer agreement with Zijin Gold, a wholly-owned subsidiary of Zijin Mining Group. Under the agreement, they conditionally agreed to sell, and Zijin Gold conditionally agreed to purchase, a total of 242 million A-shares. This represents approximately 12.73% of the company's total issued share capital as of the announcement date and prior to the completion of the share transfer and proposed investment.
On the same date, the company entered into a strategic investment agreement with Zijin Gold. Zijin Gold conditionally agreed to subscribe for, and the company conditionally agreed to allot and issue, a total of 311 million subscription shares at a price of HKD 30.19 per share. The subscription shares will be issued under a specific mandate.
Assuming no change in the total number of issued shares between the announcement date and the completion of the proposed investment, the subscription shares represent approximately 131.5% of the existing issued H-shares and approximately 16.4% of the total existing issued shares. Following the completion of the investment and the issuance of the new shares, they will represent approximately 56.8% of the enlarged issued H-shares and approximately 14.1% of the total issued share capital.
The total gross proceeds from the proposed investment are approximately HKD 9.386 billion, with estimated net proceeds of about HKD 9.292 billion. The net subscription price per share, after deducting related fees, costs, and expenses, is estimated to be approximately HKD 29.89.
Upon completion of both the share transfer and the proposed investment, the Zijin Mining Group will hold an aggregate interest in 572 million shares, comprising 242 million A-shares and 330 million H-shares. This will represent approximately 25.85% of the company's enlarged issued share capital. Consequently, Zijin Mining Group will become the single largest shareholder group of the company, while Ms. Li and Zhejiang Hanfeng will cease to be the single largest shareholder group.
The company expects that introducing Zijin Mining Group as a strategic investor will help support operational improvement initiatives and enhance shareholder value over time. Leveraging Zijin Mining Group's scale, technical capabilities, and operational experience, the company is poised to benefit in areas such as exploration and resource conversion, mine engineering and construction, processing and recovery optimization, and supply chain management. This includes potential improvements in accessing global equipment and consumable suppliers and enhancing coordination with downstream processing and refining channels.
Zijin Mining Group's proven international execution track record and project development and operational capabilities are expected to strengthen the company's execution discipline and long-term performance. The proposed investment is intended to further increase Zijin Mining Group's stake in the company and deepen the strategic synergy between the two entities, enabling Zijin Mining Group to provide long-term support for the company's development.
Furthermore, the proposed investment will enhance the company's financial strength and provide additional funding for its business operations and future development. It will also improve overall financial flexibility and help the company access a broader range of funding sources and more favorable financing terms.
The company has applied to the Hong Kong Stock Exchange for the resumption of trading of its H-shares, effective 9:00 a.m. on Monday, March 23, 2026.