Jinchuan Group International Resources Co. Ltd. (Jinchuan Intl) disclosed that Ms. Gong Hailin (the Offeror) intends to launch a pre-conditional voluntary partial cash offer for up to 130.00 million shares, equivalent to approximately 1.0% of the company’s issued share capital.

The proposed offer price is HK$0.30 per share, targeting only shares not already held by the Offeror and her concert parties, who currently control 10.00 million shares, or about 0.1% of Jinchuan Intl’s outstanding equity.

Key pre-conditions for the offer include: 1. Consent from the Securities and Futures Commission’s Executive Director under Rule 28.1 of the Takeovers Code. 2. Waivers under the note to the definition of “Offer” and Rule 28.7 of the Takeovers Code, given the proposed price is substantially below the prevailing market price and the offer covers a specified share range.

Corporate governance measures are in place. The Board has formed an Independent Board Committee comprising all non-executive and independent non-executive directors—Wang Qiangzhong, Yen Yuen Ho Tony, Poon Chiu Kwok and Han Ruixia—to advise qualifying shareholders. An Independent Financial Adviser will be appointed after committee approval.

Process timeline: • The Offeror must dispatch the formal offer document within 21 days of the 21 May 2026 Offeror Announcement. • Jinchuan Intl must issue its response document, including independent advice, within 14 days after the offer document’s release unless an extension is granted.

Capital structure snapshot: • Shares in issue: 13.13 billion. • Outstanding perpetual subordinated convertible securities (PSCS): US$88.46 million (approximately HK$690.00 million), convertible into 690.00 million shares at HK$1.00 per share.

Trading in Jinchuan Intl shares has been suspended since 28 March 2025 and will remain so until further notice. Shareholders are advised to await the forthcoming response document and independent advice before taking action on the partial offer.