Inner Mongolia Xingye Silver & Tin Mining Co., Ltd. (SZ: 000426) announced on the evening of May 6th that its wholly-owned subsidiary, Tibet Shannan Antimony Gold Mining Co., Ltd., has established a new wholly-owned subsidiary, Tibet Xinda Mining Co., Ltd. Xinda Mining plans to use its own funds and raised capital totaling 164 million yuan to acquire a 100% equity stake in Tibet Sunshine Mining Investment Co., Ltd., held by Zhang Jing and Zhang Ying. Following the completion of this transaction, Xinda Mining will hold full ownership of Sunshine Investment, which will be incorporated into the company's consolidated financial statements.
According to the announcement, the core asset of the target company is its 70% equity stake in its controlling subsidiary, Tibet Shannan Sunshine Mining Development Co., Ltd. The core asset of Sunshine Mining is the exploration permit for the Chalapu Gold Mine and the proposed mining right for Section II of the mine, located in Longzi County, Shannan, Tibet. This transaction does not constitute a connected transaction or a major asset reorganization. It has been approved by the company's board of directors and does not require approval from a general meeting of shareholders.
The acquisition is aimed at expanding the company's mineral resource reserves and strengthening its precious metals business segment and sustainable operational capabilities. Xinda Mining signed the Equity Transfer Agreement with Zhang Jing and Zhang Ying on May 6th.
The target company, Sunshine Investment, has only two shareholders, Zhang Jing and Zhang Ying, holding 83.6667% and 16.3333% of the equity, respectively. Established in October 2010 with a registered capital of 30 million yuan, Sunshine Investment is primarily a holding platform with no actual business operations or employees. However, the 70% equity stake it holds in Sunshine Mining is currently under judicial freeze, and the exploration permit for the Chalapu Gold Mine held by Sunshine Mining is under judicial seizure. Procedures to lift these judicial restrictions and remove external guarantees must be completed, along with the industrial and commercial registration changes for the relevant equity.
The ultimate target of the acquisition is the core resource: the "Chalapu Gold Mine Exploration Permit" and the "proposed mining right for Section II." As of September 30, 2020, the estimated controlled + inferred resources for the rock gold deposit in Section II of the Chalapu mining area were: ore volume of 1.804726 million tons, containing gold metal of 12,053.99 kg (approximately 12 tons), with an average grade of 6.68 g/t.
The core business of Sunshine Mining is gold mine exploration and mineral resource development. The Chalapu mine is currently in the stage of transitioning from exploration to mining and has not yet commenced formal production operations.
An audit report cited in the announcement shows that, on a standalone basis, Sunshine Investment recorded losses of 253,100 yuan for the full year 2025 and 43,100 yuan for the first two months of 2026. As of the end of February 2026, its net assets stood at -42.5603 million yuan. On a consolidated basis, as of the end of February 2026, Sunshine Investment's net assets were -61.6191 million yuan, with equity attributable to owners of the parent company at -96.7725 million yuan.
Notably, the book value of Sunshine Investment's net assets (standalone) is -42.5603 million yuan, while the assessed value is 169 million yuan. This represents an appraisal increase of 212 million yuan, resulting in a valuation surge of nearly 500%.
To mitigate risks, Inner Mongolia Xingye Silver & Tin Mining has adopted a "fund co-management + installment payment" model. The first 50% of the payment (82 million yuan) will be deposited into a jointly managed account. The funds will only be transferred after the original shareholders (Zhang Jing and Zhang Ying) have lifted the judicial restrictions on the equity and mining rights and cleared all external guarantees. The remaining 50% will be paid within six months after the completion of the registration changes.
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