Securities code: 600490 securities abbreviation: Pengxin International Mining Co.Ltd(600490) Announcement No.: pro 2022-013 Pengxin International Mining Co.Ltd(600490)
Announcement on providing guarantee for 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:
Name of the guaranteed: CAPM tau mine proprietary Limited
This time, the company provided guarantee for the holding subsidiary CAPM tau mine proprietary limited, with a total amount of R 300 million
There is no counter guarantee in this guarantee
As of the date of this announcement, the company has no overdue external guarantee.
1、 Overview of guarantee
Pengxin International Mining Co.Ltd(600490) (hereinafter referred to as ” Pengxin International Mining Co.Ltd(600490) ” or “the company”) convened the 20th meeting of the seventh board of directors and the 15th meeting of the seventh board of supervisors on February 14, 2022, and deliberated and adopted the proposal on providing guarantee for holding subsidiaries.
CAPM tau mine proprietary Limited (hereinafter referred to as “capm-tm” and “debtor”), the holding subsidiary of the company, and tau lekoa gold mining company proprietary Limited (hereinafter referred to as “tlgm”) on February 14, 2022 CAPM African precious metals proprietary limited and nicolor proprietary Limited signed the acquisition agreement (hereinafter referred to as the “main contract”). Capm-tm plans to acquire the 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 in tau mine held by tlgm with R 300 million. Based on the needs of the above acquisition business of the holding subsidiary, the company signed the guarantee contract with tlgm, and the company provided irrevocable joint and several liability guarantee for the payment obligation of the transaction price of capm-tm 300 million Rand.
This guarantee is within the decision-making authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
（1） Basic information of the guaranteed
Name of the guaranteed: CAPM tau mine proprietary Limited
Nature of enterprise: private company
Registered at: 35 Ballyclare drive, ballycoaks 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.
（2） Relationship between the guaranteed and the listed company
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、 Main contents of the guarantee agreement
1. Principal creditor’s rights: the principal creditor’s rights guaranteed by the company under the guarantee contract are: the creditor’s rights of tlgm for the transaction price of 300 million Rand to the debtor under the main contract.
2. Guarantee mode: the company’s guarantee liability is irrevocable joint and several liability guarantee.
3. Scope of guarantee: the scope of the company’s guarantee includes: the transaction price of 300 million Rand under the main contract, liquidated damages, loss compensation, etc. (if involved) caused by the debtor’s delay in performance and other breach of contract, as well as the expenses for Party A to realize the creditor’s rights in accordance with the dispute settlement terms. The expenses for realizing the creditor’s rights include but are not limited to arbitration fees, preservation fees, announcement fees, execution fees, lawyer fees, translation fees, travel expenses of relevant personnel, etc.
4. Guarantee period: the guarantee period of the guarantee contract is two years from the date of signing the contract to the date of expiration of the last amount payable of the transaction price under the main contract (including the case of early expiration according to the main contract).
5. Breach of contract: after the guarantee contract comes into effect, if either party fails to perform any of its obligations under the contract or violates any of its representations, warranties and commitments under the contract, it will constitute a breach of contract. If losses are caused to the other party as a result, it shall be compensated.
6. Dispute resolution: the conclusion, validity, interpretation, performance and dispute resolution of the guarantee contract shall be governed by the laws of the people’s Republic of China. All disputes and disputes arising from or in connection with the guarantee contract shall be settled by both parties through negotiation. If the negotiation fails within 15 days from the date of the dispute and dispute, the dispute shall be submitted to Beijing Arbitration Commission for arbitration in Beijing (place of arbitration) in accordance with the arbitration rules in force at the time of submitting the application for arbitration. The arbitration award is final and binding on both parties.
4、 Opinions of the board of directors
The board of directors of the company believes that this guarantee is within the scope of controllable risk, which is in line with the overall interests of the company, does not damage the interests of the listed company and all shareholders, and will not have an adverse impact on the normal operation and business development of the company. The examination and approval procedures are legal and comply with relevant regulations. The board of directors agreed to provide guarantee for capm-tm. Independent opinions of independent directors: this guarantee is to meet the needs of capm-tm business development. The guarantee risk is controllable and will not affect the sustainable operation ability of the company. It complies with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. The guarantee does not damage the interests of the company and other shareholders, especially small and medium-sized shareholders, and does not affect the independence of the company. The deliberation procedure of the company’s board of directors on the proposal complies with the provisions of relevant laws and regulations and the articles of association. We agree to this guarantee.
5、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the external guarantee amount of the company and its wholly-owned subsidiaries and holding subsidiaries is RMB 47888688 million (excluding this guarantee), of which the guarantee amount provided by the company to the wholly-owned subsidiaries is RMB 6.5 million and the guarantee amount provided by the company to the holding subsidiaries is USD 74.2 million. The external guarantee amount of the holding subsidiary to the parent company is RMB 130 million (the exchange rate of US dollars on February 14, 2022 is 6.3664).
The company and its wholly-owned subsidiaries and holding subsidiaries have no overdue external guarantees.
It is hereby announced.
Pengxin International Mining Co.Ltd(600490) board of directors February 16, 2022
