Transaction consideration of 18.258 billion yuan! Zijin Mining acquires control of Chifeng Gold

On the morning of March 23, Zijin Mining (601899.SH / 02899.HK) announced 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 party Zhejiang Hanfeng. The company plans to acquire a total of 242 million shares of Chifeng Gold A-shares at RMB 41.36 per share (a 1.3% premium over the pre-trading suspension closing price of Chifeng Gold A-shares), totaling approximately RMB 10.006 billion. On the same day, Zijin Gold also signed a Strategic Investment Agreement with Chifeng Gold, intending to subscribe to 311 million shares of Chifeng Gold H-shares at HKD 30.19 per share (about 83% of the average price over the sixty trading days before the suspension), with a subscription amount of approximately HKD 9.386 billion (equivalent to about RMB 8.252 billion). The total transaction consideration amounts to approximately RMB 18.258 billion.

Prior to this transaction, the company’s other wholly-owned subsidiaries held 19 million shares of Chifeng Gold. After the completion of this transaction, the company’s wholly-owned subsidiaries will hold a total of 572 million shares of Chifeng Gold, accounting for approximately 25.85% of its total shares outstanding after the issuance. The company will gain control of Chifeng Gold and consolidate its financial statements.

Chifeng Gold (600988.SH / 06693.HK) also issued a concurrent announcement stating that on March 22, the company entered into a Share Transfer Agreement with Zijin Gold, under which the company conditionally agrees to sell, and Zijin Gold conditionally agrees to purchase, a total of 241,925,746 A-shares, representing about 12.73% of the company’s issued share capital as of the date of this announcement and prior to the completion of the share transfer and proposed investment.

The company also entered into a Strategic Investment Agreement with Zijin Gold, under which Zijin Gold conditionally agrees to subscribe, and the company conditionally agrees to allot and issue, a total of 310,902,731 subscription shares at HKD 30.19 per share. The total proceeds from the proposed investment are approximately HKD 9.386 billion, with net proceeds (after deducting related fees, costs, and expenses) estimated at about HKD 9.292 billion. The net subscription price per share (after deductions) is estimated at approximately HKD 29.89.

Chifeng Gold also announced that its H-shares listed on the Hong Kong Stock Exchange will be briefly suspended from trading starting at 9:00 AM on March 19, 2026 (Thursday). The company has applied to the Hong Kong Stock Exchange to resume trading of its H-shares starting at 9:00 AM on March 23, 2026 (Monday).

According to its official website, Chifeng Gold’s business covers China, Southeast Asia, and West Africa, operating seven gold and polymetallic mines and one resource recycling project. In terms of performance, Chifeng Gold achieved revenue of RMB 12.639 billion in 2025, a year-on-year increase of 40.03%; net profit attributable to shareholders was RMB 3.082 billion, up 74.70%; and basic earnings per share were RMB 1.69.

Zijin Mining currently has reserves exceeding 110 million tons of copper, 3,973 tons of gold, and 17.88 million tons of lithium carbonate equivalent, making it the Chinese company with the largest control over metal mineral resources. In 2025, Zijin Mining achieved revenue of RMB 349.079 billion, up 14.96%; net profit attributable to shareholders was RMB 51.777 billion, up 61.55%; and basic earnings per share were RMB 1.95.