Securities code: 600490 securities abbreviation: Pengxin International Mining Co.Ltd(600490) Announcement No.: pro 2022-012 Pengxin International Mining Co.Ltd(600490)
Announcement on foreign investment of holding subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● brief content of the transaction: CAPM tau mine proprietary limited, the holding subsidiary of the company, plans to acquire tau mining right 17 (mining right No.: NW30 / 5 / 1 / 2 / 2 / 17mr) and exploration right 11862 (mining right No.: NW30 / 5 / 1 / 1 / 2 / 11862pr) and corresponding assets held by tau lekoa gold mining company proprietary limited for R 300 million. The consideration of this transaction is equivalent to RMB 126.09 million (converted at the exchange rate of South African Rand 0.4203 on February 14, 2022).
● according to the articles of association, the company’s foreign investment management system and relevant laws and regulations, this investment does not involve related party transactions, nor does it constitute a major asset reorganization. Within the scope of the authorization of the board of directors for foreign investment, it is not necessary to submit it to the general meeting of shareholders for deliberation. The company held the 20th meeting of the seventh board of directors on February 14, 2022, and considered and approved the investment.
● there are no major legal obstacles to the implementation of this transaction.
● other risks that investors need to be reminded of: the agreement signed this time has the risk that the acquisition cannot be effectively performed due to the failure of preconditions, and the risk that the investment income does not meet the expectations due to major changes in the industry environment. The company will urge to prevent all aspects of investment risks and try its best to maintain the safety of the company’s investment funds.
1、 Transaction overview
Pengxin International Mining Co.Ltd(600490) (hereinafter referred to as ” Pengxin International Mining Co.Ltd(600490) ” or “the company”) held the 20th meeting of the seventh board of directors on February 14, 2022, deliberated and adopted the proposal on foreign investment of holding subsidiaries.
CAPM tau mine proprietary Limited (hereinafter referred to as “capm-tm”), the holding subsidiary of the company, joined tau lekoa gold mining company proprietary Limited (hereinafter referred to as “tlgm”) and CAPM African precious metals proprietary Limited on February 14, 2022
And nicolor proprietary Limited signed the acquisition agreement to acquire the mining right 17 (tau lekoa mine mining right, mining right No.: NW30 / 5 / 1 / 2 / 2 / 17mr) and exploration right 11862 (goedgenoeg exploration right, mining right No.: NW30 / 5 / 1 / 1 / 2 / 11862pr) in tau mine held by tlgm and the corresponding ownership Property (fixed assets such as land, plant, equipment, shaft lifting, shaft and roadway engineering, transferable licenses and taulekoa waste rock yard) and other businesses. The benchmark purchase price is r 300 million, equivalent to RMB 126.09 million (converted at the exchange rate of R 0.4203 on February 14, 2022).
This transaction is to use the perfect production equipment and facilities of No. 10 well in tau mine and the lifting capacity and mining system of 2 million tons / year to develop the Western ore body close to No. 6 well of oni gold mine under CAPM African precious metals (Pty) Ltd, the holding subsidiary of the company, optimize the mining production system, and achieve the purpose of saving construction investment, shortening the development cycle, rapid production and increasing production capacity.
According to the articles of association, the company’s foreign investment management system and relevant laws and regulations, this investment does not involve related party transactions, nor does it constitute a major asset reorganization. Within the scope of the authorization of the board of directors for foreign investment, it is not necessary to submit it to the general meeting of shareholders for deliberation.
2、 Basic information of both parties
1. Transferor
Tau Lekoa Gold Mining Company Proprietary Limited
Nature of enterprise: private company
Registered address: 2135 first floor, Old Trafford 1, Isle of Houghton, 13 boundaryroad, Houghton 2198.
Major shareholder: village main reef gold investment 01 Pty Ltd. holds 100% of its equity.
Main financial indicators of the latest year and the first period:
Currency: Rand unit: Yuan
December 31, 2020 October 31, 2021
(Unaudited) (Unaudited)
Total assets 86920379 104040025
Net assets – 2078936236 – 2091829298
December 31, 2020 October 31, 2021
(Unaudited) (Unaudited)
Operating income 375827931 644072502
Net profit – 278926940 – 12893063
2. Transferee
CAPM Tau Mine Proprietary Limited
Nature of enterprise: private company
Registered at: 35 Ballyclare drive, Bally oaks Office
Park,Bryanston,Gauteng,2021。
Since capm-tm has been established for less than one year, there is no financial statement for the latest year.
Major shareholder: CAPM African precious metals (Pty) Ltd, the holding subsidiary of the company, holds 100% of its equity. The equity structure is as follows:
Pengxin International Mining Co.Ltd(600490)
100% 100%
Ningbo Tianhong Yihua Trading Co., Ltd. Shanghai Pengxin Mining Investment Co., Ltd
100% 100%
Pengrong International Co., Ltd. Pengxin International Group Co., Ltd
86.88% 13.12%
Golden Haven Limited BEK Holdings
74% 26%
CAPM African Precious Metals (Pty) Ltd
100%
CAPM Tau Mine Proprietary Limited
3. Third party
（1）CAPM African Precious Metals Proprietary Limited
Nature of enterprise: private company
Registered at: 2B Milton Avenue, Orkney, North West 2619
Major shareholder: Golden haven limited, a wholly-owned subsidiary of the company, holds 74% of its equity.
Main financial indicators of the latest year and the first period:
Unit: RMB
December 31, 2020 December 31, 2021
(audited) (Unaudited)
Total assets 358913098.47 384505120.93
Net assets -293309898.27 -339915925.72
December 31, 2020 December 31, 2021
(audited) (Unaudited)
Operating income 0
Net profit -44716964.06 -80799607.61
（2）Nicolor Proprietary Limited
Nature of enterprise: private company
Registered address: 3223 Lynnwood Road, Menlo Park 0081
Major shareholder: heaven sent gold processing company (Pty) Ltd holds 100% of its equity.
The main controlling shareholders of heaven sent gold processing company (Pty) Ltd., village main reef gold investment 01 Pty Ltd. and tau lekoa gold mining company proprietary Limited are heaven sent Gold South Africa (Pty) Ltd.
Main financial indicators of the latest year and the first period:
Currency: Rand unit: Yuan
December 31, 2020 October 31, 2021
(Unaudited) (Unaudited)
Total assets 131506495 136720844
Net assets – 181437580 – 215646160
December 31, 2020 October 31, 2021
