stock code：002738 Securities abbreviation：Sinomine Resources Announcement numbe：2019-060
Sinomine Resources group co., Ltd.
Announcement on progress in the purchase of major assets
I. Basic information on the purchase of this major asset
Sinomine Resources Group Co., Ltd. (hereinafter referred to as" "Company" ") is to acquire Cabot Corporation and its subsidiary Cabot G. B by a wholly-owned subsidiary of rare metal resources (hereinafter referred to as" "Sinomine Resources Hong Kong"") of the Company and its subsidiary Cabot G. B.
On January 30, 2019, the 21st meeting of the fourth board of directors of the company considered and passed the "Sinomine Resources Group Co., Ltd. major asset purchase plan" and other related bills.
On January 30,2019, Sinomine Resources Hong Kong and the other party signed the <Share Purchase Agreement>.
On February 4, 2019, the company filed a notice with the Investment Review Department of the Canadian Bureau of Innovation, Technology and Economics, and did not receive any objection within 45 days. In accordance with the provisions of the Canadian Investment Act on national security reviews, the company has been reviewed by the Investment Review Department of the Canadian Bureau of Innovation, Technology and Economics.
On March 11, 2019, the 22nd meeting of the fourth board of directors of the company deliberated and passed the motion on the report on the purchase of Major assets of Sinomine Resources Group Co., Ltd. (draft) and its summary.
On March 29, 2019, the company held its first interim shareholdersundefined meeting in 2019 to consider and pass the motion on the report on the purchase of Major assets (draft) and its Summary of Sinomine Resources Group Co., Ltd.
As of the date of issuance of this progress announcement, the company has received the notice of Project filing issued by the Beijing Municipal Development and Reform Commission, the Certificate of overseas Investment of Enterprises issued by the Beijing Municipal Bureau of Commerce, and the Foreign Exchange Registration of the Foreign Exchange Management Department of the State Administration of Foreign Exchange in Beijing and its authorized banks. The transaction has passed all relevant domestic and foreign examination and approval items. According to the relevant agreement of SPA, the prerequisites for this transaction have been fully met.
II. Progress in the purchase of major assets
As of June 28, 2019, Minmetals Hong Kong had remitted an estimated $134.73 million of the deal to the counterpartyundefineds bank account. The trading party has also delivered the following in accordance with the agreement of SPA: the stock certificate representing all the shares of the subject matter of each transaction or the duly signed authorization for the transfer of shares; the written resignation of the directors of each group; the statement and guarantee of the trading party and the certificate of performance of the obligation; and the documents agreed upon in other SPA.
III. Subsequent to the purchase of major assets.
After verifying the implementation process of major asset restructuring, asset transfer and the compliance and risk of related follow-up matters, the company will promptly disclose the progress of implementation in accordance with the relevant provisions such as the measures for the Management of Major assets reorganization of listed companies after verification of the compliance and risks of major asset restructuring matters and related follow-up matters by the independent financial advisers and domestic and foreign legal advisers engaged by listed companies in this major asset purchase.
<Securities Times>, <China Securities News> and the information disclosure media designated by the company, all the major information of the Company shall be subject to the announcement made by the Company in the above-mentioned media. Please pay attention to the companyundefineds follow-up notice and pay attention to the investment risk.
This is hereby announced.
Sinomine Resources Group Co., Ltd. board of directors
July 1, 2019