Securities code: 002155 securities abbreviation: Hunan Gold Corporation Limited(002155) Announcement No.: pro 2022-04 Hunan Gold Corporation Limited(002155)
Announcement on the signing of exploration right transfer contract by wholly-owned subsidiaries
The board of directors and all directors and senior managers of the company guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Special tips:
1. According to the articles of association and relevant provisions on the management of state-owned assets, this matter needs to be reviewed and approved by the board of directors of the company and approved by the state-owned assets supervision and Administration Commission of Hunan Provincial People’s government.
2. Quxi gold mine, the subject of the transfer in this contract, is a prospecting right, with a gold metal amount of 1436kg (of which 282kg is 334kg, which belongs to unidentified mineral resources, and its economic significance is uncertain). The exploration stage is only the general survey stage, the exploration degree of the mining area is low, and there are no mining conditions.
Recently, Hunan Gold Corporation Limited(002155) Dong Mining Co., Ltd. (hereinafter referred to as Huangjindong mining), a wholly-owned subsidiary of Hunan Gold Corporation Limited(002155) (hereinafter referred to as the company), and Pingjiang Julong Mining Co., Ltd. (hereinafter referred to as Julong mining) signed the exploration right transfer contract. The details are as follows:
1、 Contract signing overview
On February 8, 2022, Huangjindong mining signed the exploration right transfer contract with Julong mining to purchase the gold prospecting right of Quxi mining area in Pingjiang County, Hunan Province owned by Julong mining (hereinafter referred to as Quxi gold prospecting right).
2、 Basic information of counterparty
(I) basic information
Company name: Pingjiang Julong Mining Co., Ltd
Unified social credit Code: 914306265849113410
Type: limited liability company (sole proprietorship of natural person)
Legal representative: Mao Tangtang
Registered capital: RMB 10 million
Date of establishment: October 26, 2011
Address: Songyuan group, Beicheng village, Chengguan Town, Pingjiang County, Hunan Province
Business scope: purchase and sale of mineral products.
(II) upon inquiry, Julong mining does not belong to the dishonest executee.
(III) Julong mining has no relationship with the company.
(IV) Julong mining has not actually carried out production and operation activities in recent three years.
3、 Main contents of the contract
Party A (transferee): Hunan Gold Corporation Limited(002155) Dong Mining Co., Ltd
Party B (transferor): Pingjiang Julong Mining Co., Ltd
Article 1 subject matter of transfer
1. Basic information of exploration right of Quxi gold mine
Exploration Certificate No.: t4300002009010021939
Exploration right holder: Pingjiang Julong Mining Co., Ltd
Name of exploration project: general survey of gold deposits in Quxi mining area, Pingjiang County, Hunan Province
Exploration ore: gold deposit
Location: Quxi village, Longmen Town, Pingjiang County, Hunan Province
Address of exploration right holder: Songyuan group, Beicheng village, Chengguan Town, Pingjiang County, Hunan Province
Exploration area: 6.3779 square kilometers
Scope of mining area: it is delineated by 18 inflection points in total
Validity: September 7, 2021 to September 7, 2026
Issued by: Hunan Provincial Department of natural resources
2. According to this contract, Party B transfers the general survey and exploration right of Quxi gold mine under its name, all materials within the scope of the exploration right and underground roadway facilities of the exploration right to Party A. the specific reserves, area, performance and original value of the exploration right are based on the special due diligence report on gold resources in Quxi mining area, Pingjiang County, Hunan Province issued by team 247 of Hunan Nonferrous Geological Exploration Bureau, Determined in combination with the mining right evaluation report.
Article 2 transfer price
1. Based on the conditions agreed in the contract, according to the evaluation and pricing made by the professional evaluation organization recognized by both parties, and through negotiation between Party A and Party B, the total transfer price of the exploration right and the underground roadway facilities of the exploration right under the contract is RMB (in words) twenty-three million twenty-nine thousand seven hundred only (¥: 23029700.00). 2. If the resource reserves proved by Party A in the future exploration work exceed the amount of 5148kg gold metal specified in the original framework agreement (subject to the resource reserves recorded by the Department of natural resources), Party A shall pay Party B the transfer price of exploration right under this contract in RMB (in words) twenty one million nine hundred and seventy thousand and three hundred only (¥: 21970300.00); The total transfer price is RMB (in words) forty-five million yuan (¥: 45000000.00), which is the original price of exploration right purchased by Party B.
3. If Party A thinks that the exploration right needs useful ground ancillary facilities, Party A shall employ an intermediary to evaluate and price it, and Party A and Party B shall transfer it according to the transfer price confirmed by the evaluation price.
Article 3 examination, approval, registration and handover
1. Within 7 days after the establishment of this contract, Party B shall cooperate with Party A to apply to the exploration right registration authority for approval of renewal and transfer of exploration right and change registration (to Party A).
2. While applying for renewal, transfer and change registration, Party B shall hand over all materials (including paper files and editable electronic files) within the scope of the exploration right and the underground roadway facilities of the exploration right to Party A, and sign the confirmation materials and the handover list of ancillary facilities.
3. Both parties confirm that Party A shall be responsible for handling the change procedures related to the transfer of the above-mentioned warrants, and Party B shall issue written entrustment and relevant materials and fully cooperate.
Article 4 payment
1. Within 20 working days after the contract comes into effect, Party B shall cooperate with Party A to complete the change registration of the exploration right holder at the Department of natural resources of Hunan Province, and Party A shall pay 30% of the total transfer price of the exploration right, that is, RMB (in words) six million nine hundred and eight thousand nine hundred and ten only (¥: 6908910.00). After receiving 30% of the price, Party B shall deliver to Party A an ordinary VAT invoice of 30% of the total contract price.
2. After Party B completes the handover to Party A according to Article 3 of the contract and Party B delivers to Party A the ordinary VAT invoice of 40% of the total amount of the transfer price of the exploration right, Party A shall pay 40% of the contract amount to Party B, that is, RMB (in words) nine million two hundred and eleven thousand eight hundred and eighty only (¥: 9211880.00).
3. Within 30 days after meeting the following conditions at the same time, Party A shall pay Party B the remaining transfer price of all exploration rights, that is, RMB (in words) six million nine hundred and eight thousand nine hundred and ten only (¥: 6908910.00).
(1) The exploration right specified in this contract is changed to Party A’s name with the approval of the competent authority, and party a legally obtains the changed exploration license.
(2) Party B shall deliver to party a ordinary VAT invoice of 30% of the total contract price (i.e. all invoices that have completed the total contract price).
(3) Party B shall ensure to pay taxes in accordance with the law and provide Party A with the written certificate issued by the tax authority of Pingjiang county that Party B has paid taxes in accordance with the law and paid the relevant taxes.
4. The invoice issued by Party B shall be legal and valid, otherwise Party A has the right not to pay, and Party B shall still perform its obligations under the contract.
Article 5 representations, warranties, commitments and rights and obligations of both parties
1. Party A’s representations, warranties and commitments are as follows:
(1) Party A is an enterprise established in accordance with the law and has the qualifications to transfer the exploration right;
(2) Party A will assign special personnel to participate in the counting and handover of relevant materials;
(3) Party A will pay the transfer price to Party B in accordance with the contract.
(4) This transaction is limited to the transfer of exploration right and other matters, and Party A has no responsibility for the placement of Party B’s staff.
(5) Prior to the signing of this agreement, Party A has made an effective resolution of the board of directors on the transfer of the exploration right. 2. Party B’s representations, warranties and commitments are as follows:
(1) Party B is an enterprise established according to law and has the subject qualification to sign and perform this Agreement;
(2) Party B has completed all authorization, approval, filing and other procedures required for the transfer of the exploration right under this contract (except the approval of the exploration right examination and approval authority); Party B has the right to transfer the exploration right under this contract and will not violate its articles of association or the contract signed with any other third party;
(3) Party B will hand over the materials to Party A in accordance with the contract and cooperate in handling the relevant approval and registration procedures; Party B will fully and comprehensively provide Party A with all documents, relevant bills and other materials related to the exploration right under this contract. Party B guarantees the authenticity of the aforesaid documents, bills and other materials provided.
(4) Party B legally owns the ownership or use right of the exploration right under this contract and can transfer it to Party A according to this contract. Before the transfer of the exploration right, the exploration license of the exploration right is true, legal and effective, and Party B has complete and flawless rights to the exploration right; There is no mortgage, pledge or other restriction on the transfer of the exploration right; There is no case involving litigation or restricted transfer by judicial and administrative procedures, such as seizure and freezing; Otherwise, all legal consequences and economic responsibilities arising therefrom shall be borne by Party B;
(5) The land use contract signed by Party B and the land owner is true, legal and valid; During the transition period, Party B has not violated or will not violate the provisions of the land use contract, and the land use contract has not been and will not be terminated or terminated by the land owner or the right holder of land contractual management in accordance with the law and the contract;
(6) Before the conclusion of this contract, Party B has completely stopped all exploration and business activities of the exploration right under this contract and ensured the overall safety of the mine;
(7) There are no other circumstances in the transfer of the exploration right that may cause Party A to be unable to obtain the approval of the corresponding registration authority of the exploration right under this contract due to Party B;
(8) Before the change of exploration right, Party B shall bear corresponding responsibilities in accordance with the mineral resources law and relevant policies and regulations for all obligations that Party B should perform but fails to perform and all responsibilities that Party B should assume but fails to assume (including but not limited to safety production, ecological environment improvement, handling relevant land use and water intake procedures, paying the income from the transfer of exploration right, environmental assessment acceptance, etc.);
Before Party B hands over the mine to Party A (before the change of exploration license to Party A) according to the contract, all administrative and economic responsibilities related to the mine construction and production process, such as land transfer, compensation and disposal of villages, towns and villagers, labor relations, social insurance and administrative management of all personnel shall be borne by Party B independently, and the unfinished contracts shall be handled by Party B, All debts shall be borne by Party B and Party A shall not be responsible.
(9) During the transition period, Party B will still perform the obligations of the exploration right holder according to law, so as to ensure the legal and effective existence of the exploration right, and ensure that the exploration right meets the transfer conditions specified in laws, regulations, rules and policies; (10) Party B shall coordinate and deal with the relationship between the villagers in the surrounding villages and groups, and eliminate all kinds of public security cases and group events that may affect the normal performance of this contract. Otherwise, Party B shall bear the relevant legal responsibilities by itself.
(11) Before signing this agreement, Party B has made an effective shareholder decision on the transfer of exploration right. 3. Rights and obligations of both parties
(1) Party A shall pay the transfer price of exploration right to Party B according to the purchase price, payment method and payment term agreed in this contract.
(2) After the establishment of this contract, Party A shall exercise the right of possession, use, income and disposal of the exploration results (including the materials and results handed over by Party B) obtained by Party A within the scope of exploration right.
(3) Party B shall hand over to Party A all geological exploration data (including but not limited to original data, results and record data, drill core, etc.) in the exploration area before the transfer of the exploration right, as well as the annual inspection materials and payment certificates of the exploration right. At the same time, Party B shall ensure that the materials related to the exploration right handed over to Party A are true and credible without fabrication and tampering.
(5) Party B shall assist Party A in preparing the relevant materials to be submitted when applying for the transfer of the exploration right, and cooperate with Party A in handling the renewal procedures for the transfer of the exploration right.
(6) Party B has the right to obtain the transfer price of exploration right according to the contract.
(7) Party A and Party B shall not violate the regulations of the party and the state on integrity, and shall not violate the relevant regulations of the party and Party B.
Article 6 commitment of transaction taxes
The tax related fees of this exchange shall be borne by both parties in accordance with laws and policies.
Article 7 liability for breach of contract
1. In case of any discrepancy between the representations, warranties and commitments made by either party and the actual situation or violation of any representations, warranties and commitments made by the other party, the party shall bear all losses incurred by the other party. 2. If Party A fails to pay the relevant amount to Party B as agreed, Party A shall pay interest on the part of the transfer price payable to Party B according to the bank loan interest rate of the same period for each overdue day. If Party A delays the payment for more than 30 days, Party B has the right to terminate this contract, and all other losses caused by the termination of this contract shall be borne by Party A.
3. If Party B fails to perform the corresponding obligations in accordance with the contract or in full accordance with the contract, Party B shall pay interest to Party A according to the bank loan interest rate of the same period based on the total transfer price paid by Party A for each overdue day. If it is overdue for more than 30 days or fails to fully perform within the time limit after being proposed by Party A, Party A has the right to unilaterally terminate this contract. At the same time, Party B shall return the transfer price paid by Party A and pay interest to Party A according to the bank loan interest rate of the same period.
4. Due to the defects of the exploration right formed before the establishment of this contract or other reasons attributable to Party B, the application for the transfer of the exploration right fails to be approved by the relevant competent authority of the exploration right within 6 months after the establishment of this contract, Party B shall return all the transfer price paid to Party A and pay interest to Party A according to the bank loan interest rate of the same period.
5. If the transaction is unsuccessful due to force majeure or other reasons not attributable to Party A and Party B, this contract shall be terminated, and neither party shall be liable for breach of contract. Both parties shall handle relevant matters after the termination of the contract in accordance with the relevant provisions of the civil code.
Article 8 confidentiality and information disclosure
1. Both parties to the contract guarantee that they are in talks
