China Gold International Resources Corp. Ltd. (China Gold International) has entered into a Second Supplemental Financial Services Agreement with China National Gold Group Finance Co., Ltd. (China Gold Finance), refining the terms of its existing 2024 Financial Services Agreement and extending its tenure to 31 December 2029.
Key revisions • Pricing reset – Deposit rates payable by China Gold Finance to the Group will be no lower than the highest rates offered by the four major PRC commercial banks for comparable tenors; lending rates charged to the Group will not exceed the relevant loan prime rate or the rates of those banks. • Tenor extension – The original agreement, approved in 2024 and previously expiring on 31 December 2026, is prolonged by three years to 2029. • Enhanced safeguards – Additional representations and warranties from China Gold Finance include bi-annual risk reports and restrictions on using Group deposits for financing non-Group entities without consent.
Transaction scale and caps • Deposit Service: Maximum daily balance (including interest) set at RMB 7.50 billion for each of the years 2027-2029, up 13% from the Group’s RMB 6.63 billion cash and term deposits recorded at 30 June 2026. • Lending Services: Aggregate daily balance ceiling of RMB 7.50 billion per year through 2029. • Settlement & Other Financial Services: Annual fee cap of RMB 8.70 million for each of the three years.
Regulatory implications • Hong Kong Listing Rules: – Deposit Service exceeds the 25% size test, constituting a major transaction and continuing connected transaction; it requires independent shareholders’ approval. – Lending Services are fully exempt under Rule 14A.90, as they are on normal or better commercial terms, unsecured and provided by a connected person. – Settlement and Other Financial Services fall below the 0.1% threshold and are exempt from shareholder approval. • Canadian MI 61-101: The agreement is a related-party transaction but is exempt from formal valuation; minority shareholder approval is required.
Corporate governance The board has formed an Independent Board Committee and engaged Rainbow Capital (HK) Limited as independent financial adviser. Executive directors Mr Chenguang Hou, Mr Yuanhui Fu, Ms Na Tian and non-executive director Mr Wanming Wang abstained from deliberations due to connections with China National Gold (CNG), which owns 40.01% of China Gold International via CNGGHK.
Next steps An extraordinary general meeting will be held on 21 December 2026 (Vancouver time) / 22 December 2026 (Hong Kong time). Shareholders of record as of 9 November 2026 are entitled to vote on the proposed transaction and deposit caps. An information circular is scheduled for dispatch on or around 19 November 2026.
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