Sichuan Gold Co., Ltd. Second Board of Directors 15th Meeting Resolution Announcement

2026-04-02 02:08:12

Securities Code: 001337 Stock Short Name: Sichuan Gold Announcement No.: 2026-015

Sichuan Gold Co., Ltd.

Resolutions of the 15th Meeting of the Second Session of the Board of Directors

The Company and all members of the Board of Directors warrant that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or major omissions.

I. Information on the convening of the meeting

On March 29, 2026, the 15th meeting of the second session of the board of directors of Sichuan Gold Co., Ltd. (hereinafter referred to as the “Company”) was held by correspondence. The notice of this meeting was issued on March 23, 2026 by means such as email or telephone. The meeting was presided over by Mr. Feng Xiyao, the chairman of the board. There were 12 directors who were entitled to attend the meeting, and 12 directors actually attended. The procedures for convening, holding, voting, etc. of this meeting comply with the provisions of the Company Law of the People’s Republic of China and relevant laws and regulations, as well as the Company Articles of Association and the Rules of Procedure for Board Meetings.

II. Consideration of the meeting

(I) The proposal on confirming related-party transactions of ordinary course for 2025 was approved

Voting results: 8 votes in favor; 0 votes against; 0 votes abstained; 4 directors recused from voting.

The related directors Feng Xiyao, Wu Dong’an, Wang Zhaocheng, and Xu Bil liang recused from voting.

All directors in attendance agreed to the proposal and confirmed that, for 2025, the actual amount of the related-party transactions involving acceptance of services from units under or enterprises under the Sichuan Provincial Department of Geological and Mineral Exploration and Development (hereinafter “Sichuan Geological Bureau”) was RMB 132.3385 million, and the actual amount of related-party transactions involving sales of goods to Guizhou Zijin Mining Co., Ltd., which is a company affiliated with Guizhou Zijin Mining Co., Ltd., was RMB 213.7918 million. Of these, the related-party transaction amount for sales of goods in 2025 exceeded the estimated amount by RMB 13.7918 million, accounting for 0.95% of the net assets audited in the most recent period. This reached the disclosure standard set out in the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange. After deliberation, the board of directors agreed to ratify the excess portion of the ordinary course related-party transactions retrospectively.

For details, please refer to the “Announcement on Confirming Related-Party Transactions of Ordinary Course for 2025” disclosed by the Company on the same day in Securities Times, Securities Daily, Shanghai Securities News, China Securities Journal, and the website of Juchao Information (www.cninfo.com.cn).

(II) The proposal on the estimated related-party transactions of ordinary course for 2026 was approved

Related-party transactions involving acceptance of services

It was agreed that the Company’s estimated related-party transactions for accepting services in 2026 from units or enterprises under the Sichuan Provincial Department of Geological and Mineral Exploration and Development would not exceed RMB 329.00 million. Within the total estimated range of the related-party transactions involving acceptance of services above, the Company’s various categories of ordinary course related-party transactions may, based on actual circumstances, be reallocated within the related parties under the same control (the Sichuan Provincial Department of Geological and Mineral Exploration and Development). The specific amounts and content shall be subject to the signed contracts.

Voting results: 9 votes in favor; 0 votes against; 0 votes abstained; 3 directors recused from voting.

The related directors Feng Xiyao, Wu Dong’an, and Wang Zhaocheng recused from voting.

Related-party transactions involving sales of goods

It was agreed that in 2026, the Company’s related-party transactions involving sales of goods to related parties would not exceed RMB 450 million.

Voting results: 11 votes in favor; 0 votes against; 0 votes abstained; 1 director recused from voting.

The related director Xu Bil liang recused from voting.

This proposal still needs to be submitted to the most recent general meeting of shareholders for consideration.

For details, please refer to the “Announcement on the Estimated Related-Party Transactions of Ordinary Course for 2026” disclosed by the Company on the same day in Securities Times, Securities Daily, Shanghai Securities News, China Securities Journal, and the website of Juchao Information (www.cninfo.com.cn).

III. Documents for reference

Resolutions of the 15th meeting of the second session of the board of directors;
Resolutions of the first meeting of the year 2026 of the independent directors’ special meeting of the second session of the board of directors;
The review opinion of Citic Securities Co., Ltd. on the estimated related-party transactions of ordinary course for Sichuan Gold Co., Ltd. for 2025.

Notice is hereby given.

Sichuan Gold Co., Ltd.

Board of Directors

March 31, 2026

Securities Code: 001337 Stock Short Name: Sichuan Gold Announcement No.: 2026-016

Sichuan Gold Co., Ltd.

Announcement on Confirming the Related-Party Transactions of Ordinary Course for 2025

The Company and all members of the Board of Directors warrant that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or major omissions.

I. Basic information on related-party transactions of ordinary course

(I) Overview of related-party transactions of ordinary course

Sichuan Gold Co., Ltd. (hereinafter referred to as the “Company”) continues in 2025 to carry out related-party transactions involving acceptance of services with units or enterprises under the Company’s actual controller, namely the Sichuan Provincial Department of Geological and Mineral Exploration and Development (hereinafter “Sichuan Geological Bureau”), based on needs arising from ordinary business operations and factors such as historical cooperation. In addition, sales of goods related-party transactions arise with Guizhou Zijin Mining Co., Ltd. (hereinafter “Guizhou Zijin”), which is an affiliated enterprise of Zijin Mining Group Southern Investment Co., Ltd., a shareholder holding more than 5%. The related-party transactions involving acceptance of services mainly include procurement of geological exploration, engineering construction, and mine technical services, etc. The related-party transactions involving sales of goods are sales of gold concentrate to related parties.

(II) Actual occurrence of related-party transactions of ordinary course in 2025

The Company held the 15th meeting of the second session of the board of directors on March 29, 2025, which approved the proposal on the estimated related-party transactions of ordinary course for 2025. For 2025, the estimated related-party transactions involving acceptance of services with units under the Sichuan Geological Bureau amounted to RMB 186.00 million; the actual amount of related-party transactions involving acceptance of services was RMB 132.3385 million. The estimated related-party transactions involving sales of goods with Guizhou Zijin amounted to RMB 200.00 million; the actual amount was RMB 213.7918 million. Of these, the related-party transaction amount for sales of goods in 2025 exceeded the estimated amount by RMB 13.7918 million, accounting for 0.95% of the net assets audited in the most recent period. This reached the disclosure standard set out in the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange. After deliberation, the board of directors agreed to ratify the excess portion of the ordinary course related-party transactions retrospectively.

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Note: The actual amounts in the table above are unaudited data.

(III) The main reasons why the related-party transactions involving sales of goods in 2025 exceeded the estimate

In 2025, the gold price rose significantly beyond expectations. The closing price of Au9999 at the end of the year increased by 58.78% compared with the opening price at the beginning of the year, causing the Company’s sales unit price to Guizhou Zijin to also rise significantly. Ultimately, although the sales volume to Guizhou Zijin was effectively controlled, due to the sharp rise in the gold price, the actually recognized sales revenue exceeded the estimate, which resulted in the amount of this ordinary course related-party transaction exceeding the estimated limit.

II. Introduction to the related parties and related relationships

(I) Basic information of Sichuan Gold Group Co., Ltd.

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As of December 31, 2025, the total assets of Sichuan Gold Group Co., Ltd. were RMB 240.9537 million, and net assets were RMB 193.3604 million; in 2025, operating revenue was RMB 77.9338 million and net profit was RMB -6.5931 million. The above data are unaudited and are based on the parent company data of Sichuan Gold Group Co., Ltd.

(II) Basic information of Sichuan Resources Pengcheng Geological Engineering Technology Co., Ltd.

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As of December 31, 2025, the total assets of Sichuan Resources Pengcheng Geological Engineering Technology Co., Ltd. were RMB 184.7071 million, and net assets were RMB 61.5200 million; in 2025, operating revenue was RMB 66.5468 million and net profit was RMB 2.049 million. The above data are unaudited.

(III) Basic information of Guizhou Zijin Mining Co., Ltd.

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As of December 31, 2025, the total assets of Guizhou Zijin Mining Co., Ltd. were RMB 3049.0722 million, and net assets were RMB 2146.4489 million; in 2025, operating revenue was RMB 2896.0700 million and net profit was RMB 704.4234 million. The above data are unaudited.

III. Main content of related-party transactions and pricing basis

Based on customer needs, sales agreements are signed with related parties to sell gold concentrate. The pricing method for the related-party transactions involving the Company’s sales of goods to related parties is fully identical to the pricing method for sales to other non-related party customers. The Company’s specific sales policies and sales model are as follows: the Company and customers sign a 《Gold Concentrate Sales and Purchase Contract》 for each batch; after customers pay the advance payment, the Company organizes shipment. Both parties jointly select a weigh station with professional qualifications to weigh and determine the product weight. The gold concentrate grade for each batch is confirmed based on the inspection report issued by the inspection institutions jointly designated by both parties. During the contract-agreed pricing period, the Company prices the sold gold concentrate. The Company’s product settlement price is determined by taking the volume-weighted average price of gold on the Shanghai Gold Exchange and multiplying it by a discount coefficient. The discount coefficient varies based on the gold concentrate grade and the gold price.

IV. Purpose of related-party transactions and their impact on the Company

The Company engages in mining selection and sales of gold mines; its main products are gold concentrate and refined gold. Downstream customers are gold smelting or refining enterprises. Guizhou Zijin is an affiliated enterprise of Zijin Mining Group Southern Investment Co., Ltd., a related party of the shareholder holding 5% of the Company’s shares. The occurrence of related-party transactions involving sales of goods from the aforementioned related parties arises from the practical business needs of both parties and is directly related to the Company’s main business. The related-party transactions involving sales of goods with Guizhou Zijin are based on market fair prices, following the principles of openness, fairness, and impartiality. There is no situation that harms the interests of the listed company or the lawful rights and interests of minority shareholders, nor any situation in which benefits are transferred to the Company or its related parties. The related-party transaction amount for sales of goods in 2025 exceeded the estimated amount by RMB 13.7918 million, representing a relatively small proportion of the net assets audited in the most recent period; its impact on the Company’s current period and future financial position and operating results is very limited.

V. Relevant opinions

(I) Resolutions of the board of directors and the independent directors’ special meeting

The Company’s independent directors’ special meeting, first meeting of 2026 of the second session of the board of directors, approved this proposal and agreed to submit this proposal to the current board meeting for review. The 15th meeting of the second session of the board of directors approved the proposal on “Confirming the Related-Party Transactions of Ordinary Course for 2025.” Related directors performed the recusal voting procedure, and all non-related directors agreed and approved this proposal.

(II) Opinion of the sponsor

After verification, the sponsor is of the view that: the Company has already had the above confirmation matters of related-party transactions of ordinary course for 2025 deliberated and approved by the independent directors’ special meeting of the first meeting of 2026 of the second session of the board of directors and by the 15th meeting of the second session of the board of directors. Related directors recused from voting and carried out the necessary decision-making procedures. This complies with the requirements of laws, regulations, and normative documents such as the Company Law, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, and the Self-regulatory Guidance No. 1 for Listed Companies on the Shenzhen Stock Exchange—Standard Operation of the Main Board Listed Companies, as well as the provisions of the Company Articles of Association. The sponsor has no objection to the Company’s confirmation matters relating to related-party transactions of ordinary course for 2025.

VI. Documents for reference

Resolutions of the 15th meeting of the second session of the board of directors;
Resolutions of the first meeting of 2026 of the independent directors’ special meeting of the second session of the board of directors;
The review opinion of Citic Jianzhou Securities Co., Ltd. on the review and confirmation of the Company’s related-party transactions of ordinary course for 2025.

Notice is hereby given.

Sichuan Gold Co., Ltd.

Board of Directors

March 31, 2026

Securities Code: 001337 Stock Short Name: Sichuan Gold Announcement No.: 2026-017

Sichuan Gold Co., Ltd.

Announcement on the Estimated Related-Party Transactions of Ordinary Course for 2026

The Company and all members of the Board of Directors warrant that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or major omissions.

I. Basic information on related-party transactions of ordinary course

(I) Overview of related-party transactions of ordinary course

Sichuan Gold Co., Ltd. (hereinafter referred to as the “Company”) based on needs arising from ordinary business operations and factors such as historical cooperation, may continue to carry out related-party transactions involving acceptance of services with units or enterprises under the Company’s actual controller, the Sichuan Provincial Department of Geological and Mineral Exploration and Development (hereinafter “Sichuan Geological Bureau”), as well as related-party transactions involving sales of goods with Guizhou Zijin Mining Co., Ltd., which is an affiliated enterprise of Zijin Mining Group Southern Investment Co., Ltd., a shareholder holding more than 5%. The related-party transactions involving acceptance of services mainly include mine services such as procurement of geological exploration, geological disaster prevention, ecological restoration, and engineering construction. The related-party transactions involving sales of goods are sales of gold concentrate to related parties.

The estimated amount of related-party transactions involving acceptance of services in 2026 will not exceed RMB 329.00 million, and the estimated amount of related-party transactions involving sales of goods will not exceed RMB 45,000.00 million. After review by the independent directors’ special meeting of the first meeting of 2026 of the second session of the board of directors and after approval by the 15th meeting of the second session of the board of directors convened on March 29, 2026, the board deliberated and approved the proposal on “Estimated Related-Party Transactions of Ordinary Course for 2026.” Related directors Feng Xiyao, Wu Dong’an, and Wang Zhaocheng recused from voting on “related-party transactions involving acceptance of services.” Related director Xu Bil liang recused from voting on “related-party transactions involving sales of goods.” All other non-related directors unanimously agreed and approved the above proposal. Pursuant to relevant provisions such as the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and the Company Articles of Association, this proposal still needs to be submitted to the general meeting of shareholders of the Company for consideration. At that time, the related shareholder Sichuan Gold Group Co., Ltd. shall recuse from voting on “related-party transactions involving acceptance of services,” and Zijin Mining Group Southern Investment Co., Ltd. shall recuse from voting on “related-party transactions involving sales of goods.”

(II) Categories and amounts of related-party transactions of ordinary course estimated for 2026

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Note: Since services such as geological exploration, geological hazard prevention, ecological restoration, and engineering construction still need to go through procedures such as bidding, comparison selection, or business negotiations in accordance with the Company’s management system, whether units or enterprises under the Sichuan Geological Bureau can win the relevant technical service projects is uncertain. Based on the historical cooperation reasons and production and operation needs of the Company, to improve decision-making efficiency, the Company has estimated this related-party transaction. If units or enterprises under the Sichuan Geological Bureau do not win the relevant service projects, then this related-party transaction will not occur.

Within the total estimated range for the related-party transactions above, the Company’s various categories of ordinary course related-party transactions may, based on actual circumstances, be reallocated within the related parties under the same control (the Sichuan Geological Bureau). The specific amounts and content shall be subject to the signed contracts.

(III) Actual occurrence of related-party transactions of ordinary course in 2025

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Note: The actual amounts in the table above are unaudited data.

II. Introduction to the related parties and related relationships

(I) Basic information of Sichuan Gold Group Co., Ltd.

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(II) Basic information of Sichuan Resources Pengcheng Geological Engineering Technology Co., Ltd.

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(III) Basic information of Guizhou Zijin Mining Co., Ltd

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III. Main content of related-party transactions

(I) Pricing policy and pricing basis

All related-party transactions involving the Company’s acceptance of services from related parties are carried out by the two transaction parties in accordance with the principles of equality and voluntariness, mutual benefit, fairness, and impartiality. The transaction prices are determined by reference to the market prices of the Company’s similar goods or services or the budget standards published by relevant departments. The pricing method for the related-party transactions involving the Company’s sales of goods to related parties is fully identical to the pricing method for sales to other non-related party customers.

(II) Signing of related-party transaction agreements

After determining the suppliers through procedures such as bidding, comparison selection, or business negotiations in accordance with the authorities specified in the internal management system, the Company will sign agreements with the relevant parties. Based on customer needs, sales agreements are signed with related parties to sell gold concentrate.

IV. Purpose of related-party transactions and their impact on the Company

(I) Necessity of related-party transactions

Related-party transactions involving acceptance of services

The Company engages in the mining selection and sales of gold mines. During the production process, it needs to purchase the aforementioned mine services from outside, and since the Company’s establishment it has continuously purchased relevant mine services from units or enterprises under the actual controller. The related-party transactions between the Company and the units or enterprises under the Sichuan Geological Bureau are normal commercial transactions and fall within the normal needs for the Company to carry out its business. In addition, each party fulfills its respective rights and obligations in accordance with the contract terms, which has played a positive role in ensuring the normal, continuous, and stable operation of the Company’s production and operations, and can achieve complementary advantages in resources between the Company and each related party.

Related-party transactions involving sales of goods

The Company engages in the mining selection and sales of gold mines. Its main products are gold concentrate and refined gold. Downstream customers are gold smelting or refining enterprises. Guizhou Zijin Mining Co., Ltd. is an affiliated enterprise of Zijin Mining Group Southern Investment Co., Ltd., a shareholder holding more than 5% of the Company’s shares. The related-party transactions for the sale of goods by the Company to such related parties occur due to the actual business needs of both parties and are directly related to the Company’s main business.

(II) Fairness of pricing for related-party transactions

Related-party transactions involving acceptance of services

The related-party transactions involving the acceptance of services from related parties by the Company are determined according to the actual business needs of both parties through methods such as bidding, comparison selection, or business negotiations, and are reasonable. The transaction prices are fair, and there is no situation that damages the Company’s interests. There is also no situation in which benefits are transferred to the Company or its related parties.

Related-party transactions involving sales of goods

The Company applies a unified pricing policy to all gold concentrate customers. The product settlement price is determined by multiplying the volume-weighted average price of the gold price on the Shanghai Gold Exchange on the pricing day by a discount coefficient; the discount coefficient is determined based on the gold concentrate grade specified in the inspection report issued by the inspection institution jointly designated by the Company and the customer at the time of product delivery. The pricing method for the Company’s sale of gold concentrate to Guizhou Zijin Mining Co., Ltd. is fully identical to the pricing method for the sale of gold concentrate to other customers.

(III) Impact on the Company

The above related-party transactions involving acceptance of services and sales of goods are normal commercial transactions and fall within the normal needs for the Company to carry out its business. Each party fulfills its respective rights and obligations in accordance with the contract terms, which has played a positive role in ensuring the normal, continuous, and stable operation of the Company’s production and operations and can achieve complementary advantages in resources between the Company and each related party. All of the above related-party transactions are based on market fair prices and follow the principles of openness, fairness, and impartiality. There is no situation that harms the interests of the listed company or the lawful rights and interests of minority shareholders, nor any situation in which benefits are transferred to the Company or its related parties.

V. Resolutions of the independent directors’ special meeting

On March 29, 2026, the Company’s independent directors held the first meeting of the independent directors’ special meeting of the second session of the board of directors to consider and approve the proposal on “Estimated Related-Party Transactions of Ordinary Course for 2026.” The independent directors of the Company are of the view that: the Company’s procurement of mine services such as geological exploration, geological engineering, and mine ecological restoration from units or enterprises under the actual controller is based on the Company’s normal operating needs and is directly related to the Company’s main business. The Company has historically also procured the relevant goods and services from the above related parties; the prices are fair and will not prejudice the interests of the Company or minority investors. Meanwhile, the Company’s sales of gold concentrate to related parties are also based on the needs of ordinary business operations, and the sales policy for transactions with related parties is consistent with the sales policy for transactions with other non-related party customers. The prices are fair and will not prejudice the interests of the Company or minority investors. The independent directors unanimously agree to the proposed estimates of the ordinary course related-party transactions and also agree to submit the matter to the Company’s board of directors for review.

VI. Documents for reference

Resolutions of the 15th meeting of the second session of the board of directors;
Resolutions of the first meeting of 2026 of the independent directors’ special meeting of the second session of the board of directors.

Notice is hereby given.

Sichuan Gold Co., Ltd.

Board of Directors

March 31, 2026

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