The company and members of the Board of Directors guarantee that the content of information disclosed is true, accurate, complete and free from false records, misleading statements or material omissions. |
Important Reminders:
1. Objects of the registered capital increase: 1) Golmud Zangge Jiajin Industrial Co., Ltd. (hereinafter referred to as “Zangge Jiajin”); 2) Mangya Zangge Resources Development Co., Ltd. (hereinafter referred to as “Zangge Resources”).
2. Amount of the registered capital increase: Zangge Mining Co., Ltd. (hereinafter referred to as “the company”) increases the capital of its wholly-owned subsidiary Zangge Jiajin by RMB 130 million yuan, boosting the registered capital of Zangge Jiajin to RMB 180 million, and the company holds 100% equity of Zangge Jiajin. Zangge Mining Co., Ltd. increases the capital of its wholly-owned subsidiary Zangge Resources by RMB 35 million yuan; increasing the registered capital of Zangge Resources to RMB 55 million yuan, and the company holds 100% equity of Zangge Resources.
3. The increase here in registered capital is not a connected transaction, nor does it constitute a major asset reorganization.
Ⅰ. Overview of the Registered Capital Increase
Proposal on Increasing Registered Capital of Wholly-owned Subsidiaries was reviewed and approved at the 29th meeting of the 8th Board of Directors and the 24th meeting of the 8th Board of Supervisors held on March 10, 2022. The company increases the capital of its wholly-owned subsidiary Zangge Jiajin by RMB 130 million yuan, boosting the registered capital of Zangge Jiajin to RMB 180 million yuan, and the company still holds 100% equity of Zangge Jiajin. The company increases the capital of its wholly-owned subsidiary Zangge Resources by RMB 35 million yuan, increasing the registered capital of Zangge Resources to RMB 55 million, and the company still holds 100% equity of Zangge Resources.
According to Shenzhen Stock Exchange Listing Rules, Articles of Association, Outbound Investment Management System, and other relevant regulations, this capital increase is subject to the approval of the Board of Directors and need not be submitted to the general meeting of shareholders for deliberation. This capital increase does not constitute a connected transaction, nor a major asset reorganization stipulated in Administrative Measures for the Major Asset Restructuring of Listed Companies.
Ⅱ. Basic Information of the Objects of the Registered Capital Increase
1. Golmud Zangge Jiajin Industrial Co., Ltd.
(1) Name: Golmud Zangge Jiajin Industrial Co., Ltd.
(2) Address: 11th Floor, No. 15-02, Kunlun South Road, Golmud City, Haixi Prefecture, Qinghai Province
(3) Legal representative: Jiang Xiuheng
(4) Unified social credit code: 91632801MA758MGXXC
(5) Registered capital: RMB 50 million yuan
(6) Date of establishment: April 20, 2018
(7) Company type: limited liability company (sole proprietorship by a legal person invested or controlled by a non-natural person)
(8) Business scope: mining technology services, technology development, technology transfer and technology consulting services (excluding intermediary services); exploration and mining of spodumene mines (operated by license); sales of mining equipment, smelting equipment, building materials, mechanical and electrical equipment and accessories, chemical products and raw materials (excluding hazardous chemicals or those specified by the State), and plastic products; geological survey and construction (operated with certificate), mining, smelting, processing and sales of non-ferrous metals, rare metals, and non-metals (the above three items should not contain hazardous chemicals or those specified by the State).
It is noted that operation should be with relevant licenses where administrative licenses are involved, and for projects subject to approval by law, business activities can only be carried out after the approval by relevant administration.
(9) Forms of investment: the company’s own funds
(10) Equity structure: the company holds 100% equity of Zangge Jiajin before and after the capital increase.
(11) It is ascertained that Zangge Jiajin is not subject to execution for breach of faith.
2. Mangya Zangge Resources Development Co., Ltd.
(1) Name: Mangya Zangge Resources Development Co., Ltd.
(2) Address: 3rd Floor, Building 3, Administrative Committee, Huatugou Town, Mangya City, Haixi Prefecture, Qinghai Province
(3) Legal representative: Jiang Xiuheng
(4) Unified social credit code: 91632826MA756NON88
(5) Registered capital: RMB 20 million yuan
(6) Date of establishment: June 23, 2017
(7) Company type: limited liability company (sole proprietorship by a legal person invested or controlled by a non-natural person)
(8) Business scope: mineral products development (potash open-pit mining, production and sales of potassium chloride, potassium sulfate, lithium carbonate, potash fertilizer); technology development; technical consultation; technical services; technology transfer.
It is noted that for projects subject to approval by law, business activities can only be carried out after the approval by the relevant departments.
(9) Forms of investment sources: the company’s own funds
(10) Equity structure: the company holds 100% equity of Zangge Resources before and after the capital increase.
(11) It is ascertained that Zangge Resources is not subject to execution for breach of faith.
Ⅲ. Purpose and Impact of the Registered Capital Increase
The capital increase of Zangge Jiajin and Zangge Resources expands their capital scale and further enhances the development of salt lake resources, which is in line with the company’s strategic plan and serve the interests of the company and all the shareholders, posing no damage to the interests of the company and the shareholders. After the capital increase, Zangge Jiajin and Zangge Resources are still wholly-owned subsidiaries of the company, with no changes in the scope of the company’s consolidated financial statements.
Ⅳ. Opinions of Independent Directors
After reviewing, independent directors agree the following. The increase of registered capital to Zangge Jiajin and Zangge Resources is to meet the needs of their operation and development, conducive to further enhancing the developing the capability of the salt lake resources and satisfies the company’s developing needs. The review procedure for the increase of registered capital is in compliance with the relevant laws and regulations, posing no harms the interests of the company and its shareholders, especially the interests of minority shareholders. Therefore, Proposal on Increasing Registered Capital of Wholly-owned Subsidiaries is agreed.
Ⅴ. Opinions of the Board of Supervisors
After verification, the Board of Supervisors believes that the increase of registered capital to Zangge Jiajin and Zangge Resources is to meet the needs of their operation and development, which is conducive to further enhancing the development of the salt lake resources and meets the needs of the company’s development. The review procedure complies with the relevant laws and regulations, and does no harm to the interests of the company and the shareholders, especially the interests of small and minority shareholders. Therefore, the proposal is agreed.
Ⅵ. Documents for Reference
1. Resolutions of the 29th meeting of the 8th Board of Directors;
2. Resolutions of the 24th meeting of the 8th Board of Supervisors;
3. Opinions of independent directors on matters related to the 29th meeting of the 8th Board of Directors.
It is hereby announced.