1.8258 billion yuan! Zijin Mining, major acquisition

Zijin Mining announced on the morning of March 23 that on March 22, its wholly owned subsidiary Zijin Gold signed a Share Transfer Agreement with Chifeng Gold Holdings’ shareholder Li Jinyang and his concerted action partner Zhejiang Hanfeng Venture Capital Partnership (Limited Partnership) (referred to as “Zhejiang Hanfeng”). The deal involves acquiring a total of 2.42 billion shares of Chifeng Gold A-shares at 41.36 yuan per share (a 1.3% premium over the pre-trading suspension closing price of Chifeng Gold), totaling 10.006 billion yuan; on the same day, Zijin Gold also signed a Strategic Investment Agreement with Chifeng Gold, planning to subscribe to 311 million of its H-shares at 30.19 HKD per share (about 83% of the average price over 60 full trading days before the suspension), for a total of 9.386 billion HKD (approximately 8.252 billion RMB). The total transaction value is 18.258 billion RMB.

Expected to have significant resource expansion potential

Zijin Mining’s announcement shows that before this transaction, its other wholly owned subsidiaries already held 19 million shares of Chifeng Gold; after the transaction, the company’s wholly owned subsidiaries will hold a total of 572 million shares, accounting for approximately 25.85% of the total shares after the issuance. The company will gain control of Chifeng Gold and achieve consolidated financial statements.

Zijin Mining stated that the company adheres to a resource-first strategy and has actively pursued mergers and acquisitions of high-quality listed companies in the same industry worldwide in recent years. The advantage of this M&A model is that the company can leverage lower acquisition costs to expand project resources, effectively diversify investment risks, and improve asset securitization levels. Additionally, relying on the company’s proprietary “Five Rings of Ore Flow” technology and management system, it can deeply empower invested enterprises, fully unlock their resource potential, reshape their market valuation, and generate good investment returns.

The announcement states that all of Chifeng Gold’s mines are operational, and production and profit contributions can be realized in the year of acquisition. There is still room for further improvement in production operation levels and capacity, with expected significant economic benefits. Chifeng Gold’s core mines are located in major global gold mineral belts, with favorable mineralization conditions and excellent resource endowments. However, due to insufficient early-stage geological exploration investment, overall resource exploration progress has lagged, and the potential resource value has not been fully realized. Future efforts to increase systematic exploration investment, combined with Zijin Mining’s industry-leading geological exploration and deep prospecting technologies, are expected to significantly increase resource reserves.

According to the announcement, this transaction was approved at the Ninth Board of Directors’ 2026 Fifth Extraordinary Meeting, and it does not constitute a related-party transaction or a major asset restructuring, thus not requiring shareholder approval. The completion of the transaction depends on the fulfillment or exemption of a series of preconditions, and there are uncertainties involved.

Zijin Mining’s 2025 annual report shows that the company achieved operating revenue of 349.079 billion RMB in 2025, a year-on-year increase of 14.96%; net profit attributable to shareholders of the listed company was approximately 51.777 billion RMB, up 61.55%. The company plans to distribute a cash dividend of 3.8 RMB per 10 shares (tax included) to all shareholders. As of the date of this announcement, the total number of shares is about 26.59 billion, with a total dividend payout of approximately 10.104 billion RMB (tax included).

Chifeng Gold’s control rights to change

Chifeng Gold announced on the morning of March 23 that on March 22, its controlling shareholder and actual controller Li Jinyang and his concerted action partner Zhejiang Hanfeng Venture Capital Partnership (Limited Partnership) signed a Share Transfer Agreement with Zijin Gold, a wholly owned subsidiary of Zijin Mining Group. Li Jinyang and his concerted action partner plan to transfer all 242 million unrestricted circulating shares to Zijin Gold. On March 22, after approval by the company’s board of directors, the company signed a Strategic Investment Agreement with Zijin Gold, planning to issue 311 million H-shares at 30.19 HKD per share. The controlling shareholder will change from Li Jinyang to Zijin Gold, and the actual controller will change from Li Jinyang to the Finance Bureau of Shanghang County. Upon application, the company’s stock will resume trading from the market open on March 23 (Monday).

The announcement shows that Chifeng Gold operates six gold mines and one polymetallic mine, with business covering China, Southeast Asia, and West Africa. Its main product is gold, with additional production of copper, lead, zinc, molybdenum, and rare earth metals. Chifeng Gold acquired the Vientiane Mine in Laos in 2018 and the Vasa Gold Mine in Ghana in 2022. Through new project mergers and acquisitions and technical upgrades of existing projects, its mineral gold output has shown an overall increasing trend. From 2021 to 2025, the mineral gold production increased from 8.1 tons to 14.51 tons, with an average annual growth rate of 26%. The 2025 annual report shows that Chifeng Gold’s gold output target for 2026 is 14.7 tons, with 11,000 tons of electrolytic copper.

Recently, Chifeng Gold disclosed its 2025 annual report, showing that the company achieved operating revenue of 12.639 billion RMB in 2025, a year-on-year increase of 40.03%; net profit attributable to shareholders was 3.082 billion RMB, up 74.70%. The company plans to distribute a cash dividend of 3.2 RMB per 10 shares (tax included), without issuing bonus shares or capitalizing reserves.