China Gold International Resources Corp. Ltd. (China Gold International) executed three supplemental agreements on 8 May 2026 that extend existing connected-party arrangements with China National Gold Group and its finance arm through 31 December 2029.
1. Fifth Supplemental Products and Services Framework Agreement • Counterparty: China National Gold Group. • Scope: Mining-related services, copper concentrate sales from the Jiama Mine and leasing services. • New annual caps: RMB 13.00 billion for each of 2027, 2028 and 2029. • 2024–2025 utilisation: RMB 4.26 billion (35 %) and RMB 9.25 billion (76 %) against prior caps of RMB 12.20 billion. • Regulatory status: Highest percentage ratio exceeds 25 %; classified as a major and continuing connected transaction under Hong Kong Listing Rules, requiring independent shareholder approval.
2. Fifth Supplemental Contract for Purchase and Sale of Doré • Parties: Inner Mongolia Pacific (96.5 %-owned subsidiary) and China National Gold Group. • Scope: Sale of gold doré bars and silver by-products from the CSH Mine. • New annual caps: RMB 3.50 billion for each of 2027, 2028 and 2029, incorporating a 40 % buffer for potential price fluctuations. • 2024–2025 utilisation: RMB 1.77 billion (63 %) and RMB 2.42 billion (86 %) against prior caps of RMB 2.80 billion. • Regulatory status: Percentage ratio also above 25 %; treated as a major and continuing connected transaction requiring independent shareholder approval.
3. Second Supplemental Financial Services Agreement • Counterparty: China National Gold Group Finance Co., Ltd. • Revisions: – Deposit cap for 2026 raised to RMB 7.50 billion; identical caps set for 2027–2029. – Loan cap for 2026 revised to RMB 7.50 billion; same annual ceiling applies to 2027–2029. – Deposit rates to be no lower than those offered by major PRC commercial banks; lending rates pegged to the Loan Prime Rate and capped at commercial-bank levels. • Existing highest daily deposit balance to date: approximately RMB 3.00 billion. • Regulatory status: Deposit service revision constitutes a major and continuing connected transaction (percentage ratio >25 %); lending services remain fully exempt under Rule 14A.90. Settlement and other financial services fall below the 0.1 % threshold and are exempt.
Canadian Securities Law Considerations Under MI 61-101, the agreements are related-party transactions. Formal valuation requirements are exempt, while minority shareholder approval is required and will be sought at the forthcoming shareholders’ meeting.
Corporate Governance An Independent Board Committee and Rainbow Capital (HK) Limited have been appointed to advise minority shareholders. Directors associated with China National Gold have abstained from voting on the board resolutions. China National Gold and its associates (holding 40.01 % of China Gold International) will abstain from voting at the shareholders’ meeting.
Key Rationale The company cites continuity of experienced service providers, assured offtake for copper and gold production, improved financing flexibility and lower counterparty risk as principal benefits of the extensions.
An information circular containing full details and the notice of meeting is scheduled for dispatch on or around 5 June 2026.
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