Ann: Trading Halt, page-59

english version

Jiangxi Ganfeng Lithium Industry Co., Ltd
On the wholly-owned subsidiary of Gan Feng International subscribed to Australia Pilbara company not more than 5% stake
Notice of investment in mining rights
All the members of the Company and the Board of Directors hereby warrant that the contents of the announcement are true, accurate and complete
There are false records, misleading statements or major omissions.
Special Note:
1, the subject of the transaction for the Australian Pilbara Minerals Limited (hereinafter simple
Called "Pilbara") no more than 5% stake. The transaction does not constitute a connected transaction, nor does it
Constitute a "major asset restructuring of listed companies management approach" provides a major asset restructuring, no
To be submitted to the shareholders of the company to consider.
2, the transaction still need to submit Pilbara board of directors for approval, and obtain the relevant state
Management department and the Australian Foreign Investment Review Board, and to the Australian Commonwealth
The government to apply for equity registration procedures, there can not be approved and the success of the equity registration failed
risk.
3, if Australia in the mineral qualification access, environmental approval, safe production, tax
And other aspects of policy changes, it will affect Pilbara future production and management and profitability
condition.
4, although there are professional institutions on the Pilgangoora Lithium project sp he diene resources reserves into
Line of assessment, but the calculation and preparation of the resource data is still possible there are man-made, technology
Intraoperative or other uncontrollable factors, and may lead to total resources, reserves and actual
Total resources, reserves of inconsistent risks.
5, due to the need for a series of mineral mining investment in fixed assets and technology investment,
At the same time by the natural conditions of the environment where the mine is bound, there may not be expected to pick
Mine-scale technical risk.
6, the future deterioration of the international economic environment may lead to lithium and lithium concentrate prices decline,
Will make Pilbara's performance less than expected.
First, the transaction overview
1, Jiangxi Ganfeng Lithium Industry Co., Ltd. (hereinafter referred to as "the company") in 2017
The fourth meeting of the fourth session of the Board of Directors on April 27 examined and approved the "
Subsidiary Ganfeng International subscribes to Australian Pilbara Company No more than 5% stake involved in mining rights
Investment Proposal ", agreed to a wholly owned subsidiary of the company Ganfeng International to subscribe for its own funds Pilbara
Of the new shares, the transaction amount of not more than 20 million US dollars, and authorized the company operating level full
For the transaction related matters. After the completion of this transaction, Ganfeng International will hold Pilbara
Not more than 5% of the shares.
2, the transaction does not constitute a related party transactions, does not constitute a "significant assets of listed companies heavy
Group management approach "provides a major asset restructuring, according to the company on April 22, 2016
Held the 23rd meeting of the third session of the Board of Directors and held on May 10, 2016
The annual shareholders' meeting of 2015 to consider the adoption of the "increase in the amount of venture capital and extension."
Long investment deadline ", the matter need not be submitted to the company shareholders to consider.
3, after the completion of this transaction, it will likely produce related party transactions.
Second, the basic situation of the subject matter of the transaction
Pilbara is a resource company in Australia, the Australian Stock Exchange code for
PLS, established on January 10, 2005, registered at Level 2, 88 Colin Street,
WEST PERTH WA, AUSTRALIA 6005. As of the date of this announcement, issue out
Of the ordinary shares of 1,276,638,342 shares, its controlling shareholder Mineral Resources
Limited holds 104,166,667 shares of Pilbara with a stake of 8.16%. Pilbara has a bit
A 100% interest in the Pilgangoora Lithium Project in Pilbara, Western Australia, has not yet been put into operation.
Pilbara Financial data for the most recent year: unit: thousand Australian dollars
June 30, 2016 December 31, 2016
index
(Audited) (unaudited)
Total assets 102,733 145,879
Net assets 98,431 139,556
July 2015 -2016 June 2016 July-December
index
(Audited) (unaudited)
Operating income 4
Net profit -12,337 -19,199
As of December 31, 2016, Pilbara's asset-liability ratio was 4.33%.
Pilbara with the company and the controlling shareholder of the company, the actual controller, directors, supervisors, senior
Management personnel in the property rights, business, assets, claims and liabilities, personnel, etc. there is no correlation
system.
Third, the mining rights involved
1, Pilgangoora lithium mine project mining rights basic situation
Pilgangoora currently has five mining licenses and one exploration permit:
No. Mining Permit / Exploration Permit Mining Area Area Maturity Date
1 M45 / 1256 1201.5 hectares 2037 years
2 M45 / 333 220 ha 2030 years
3 M45 / 511 228 ha 2033 years
4 M45 / 78 81 ha 2026 years
5 M45 / 1259 818 hectares 2017 years
6 E45 / 2241 9 plots in 2017
2, mining rights in the last three years the ownership of the way, time and approval departments
The mining rights have not changed in the last three years.
3, spodumene ore main products and their use, product sales
The main products of the mine are spodumene, mainly as the basic lithium salt products (industrial grade / battery
Grade lithium carbonate, industrial grade / battery grade lithium chloride, industrial grade / battery grade lithium hydroxide, etc.) of the original
Material, through the direct or indirect production of basic lithium salt products for the supply of raw materials and finished
Into the product sales.
4, mineral resources reserves
Based on the Lithium Resources Assessment Report obtained by Pilbara on 25 January 2017, it is estimated
Of the Pilgangoora lithium mine to determine the amount of resources, indicating the amount of resources and inferred resources as follows:
Amount of ore (million tons) Lithium oxide (tons) Average grade%
Determine the amount of resources 17.6 244,000 1.39%
Indicator Resources 77.7 1,017,000 1.31%
Estimated resources 61.1 691,000 1.13%
Total resources 156.3 1,952,000 1.25%
5, the transaction involved in the mining rights of the various fees to pay the situation
Pilbara has paid and settled mining fees and fees in accordance with the relevant laws and regulations
Source tax and other expenses.
6, to be transferred to the transfer of mining rights to be carried out procedures
The subject matter of this transaction is Pilbara not more than 5% stake, mining rights are still in Pilbara name
, Does not involve the transfer of mining rights.
7, according to the company hired Australian Dentons law firm issued by the law due diligence
Documents to confirm that Pilbara above the mining rights in accordance with the law continue, there is no litigation and the burden of rights.
Fourth, the main terms of the agreement
(A) the main terms of the equity subscription agreement
Gan Feng International to subscribe for Pilbara's new shares, the transaction amount of not more than 20 million US dollars
yuan. After the completion of this transaction, Gan Feng International will hold Pilbara not more than 5% stake,
And the Pilgangoora lithium project part of the product underwriting rights.
(B) the main terms of the underwriting agreement
Ganfeng lithium industry will refer to the market price underwriting Pilgangoora lithium mine production part of the lithium
Pyroxene concentrate. The first phase of the project is expected to put into operation in June 2018, to Ganfeng lithium industry
To provide 160,000 tons / year of lithium concentrate; project after the second phase of production, to the Ganfeng lithium industry to provide lithium
Concentrates will increase by 75,000 tonnes / year.
Fifth, the transaction compliance and effective conditions
1. The Company considered the third meeting of the fourth session of the Board of Directors on April 27, 2017
Through the transaction matters, and authorized the company operating the entire level of the transaction related to the relevant
Matters. According to the "Shenzhen Stock Exchange SME board listed companies standardized operation guidelines" and
The provisions of the Articles of Association, the transaction does not constitute a connected transaction, does not constitute a "listed company
Large assets reorganization management approach "provides a major asset restructuring, no need to submit the company shareholders meeting
To consider.
2, the transaction still need to submit Pilbara board of directors for approval, and obtain national relevance
Approval of the competent authorities and the Australian Foreign Investment Review Board.
3, the transaction matters for the Gan Feng International to own funds to subscribe Pilbara not more than 5%
Of the shares, does not involve the transfer of mining rights, therefore, this transaction does not involve the public
Division need to have the right to exploit the development of mining rights, does not involve specific mineral qualifications and industry
Access issues, and does not involve the implementation of ownership transfer procedures and other issues.
6. Independent opinion issued by independent directors
The company's subscription to Pilbara does not exceed 5% of the shares will be provided directly for the development of the company
The required lithium resources, is conducive to the company's business development and vertical industry chain strategy implementation, favorable
To improve the company's core competitiveness, in line with the company's upstream and downstream integration of the development strategy. Trading articles
Shall be determined on an equal footing and the conditions of the transaction are fair and reasonable,
The interests of shareholders. The decision-making process of the transaction is in line with the Company Law, Shenzhen Stock Exchange
The Rules for the Listing of Stocks and the Articles of Association of the Company and other relevant laws and regulations. In summary
, We agree that the Company will subscribe for more than 5% of the equity interest in Pilbara.
Seven, the purpose of this transaction, the company's impact and the existence of the risk
(A) the purpose of this transaction
The transaction on the company in the upstream field of development strategy has played a useful role in promoting the layout
Role, will be directly for the development of the company to provide the necessary lithium resources. At the same time, in the control of risk and capital
Gold security under the premise of the company's own funds to obtain higher returns.
(B) the impact of the transaction on the company
The transaction will make the company cash flow to a certain net outflow, but not the company normal
Of the operating funds have a significant impact, the company is expected to 2017 financial status and business
Results have little impact.
(3) the risk of the existence of this transaction
1, the transaction still need to submit Pilbara board of directors for approval, and obtain the relevant state competent
Departments and the Australian Foreign Investment Review Board, and to the Australian Federal Government
The government has applied for handling the equity registration formalities, and there is a wind that can not be approved and the equity is not registered successfully
risk.
2, if Australia in the mineral qualification access, environmental approval, safe production, taxation
And other aspects of policy changes, it will affect Pilbara future production and operation and profitability.
3, although there are professional institutions on the Pilgangoora lithium project project of spodumene reserves
The assessment of the resources, but the calculation and preparation of the resource data may still exist artificial, technology
On or other uncontrollable factors, and may lead to total resources, reserves and actual total
Resources, reserves of inconsistent risks.
4, due to the need for a series of mineral mining investment in fixed assets and investment in technology,
At the same time by the natural conditions of the environment where the mine is bound, there may not be expected to pick
Mine-scale technical risk.
5, the future deterioration of the international economic environment may lead to lithium and lithium concentrate prices decline, will
Will make Pilbara's performance less than expected.
The Board of Directors will actively pay attention to the progress of the matter, timely implementation of information disclosure
Business. Please the majority of investors rational investment, pay attention to investment risk.
Eight other
1. As of the date of this announcement, the Company has made use of its own funds in the past 12 months
The risk of investment for 7847,355 million (including this 20 million US dollars), accounting for the company recently
An audited net assets of 31.53%, of which the cumulative balance of securities investment 28178.55 million
(Including this 20 million US dollars), accounting for the company's latest audited net assets of 11.32%
Not exceeding the amount of the venture capital authorized by the shareholders of the scope of the scope of investment and investment period.
2, the company is not in the use of idle funds to temporarily add liquidity during the period;
During the 12 months prior to the date of the transaction, the Company will not change the funds raised to permanent
Long-term replenishment of working capital and the use of ultra-raised funds to supplement the liquidity or return of silver
The situation of the loan.
3, the company promised in this venture after 12 months, do not use idle to raise funds
Gold temporarily add liquidity, will raise funds to change to permanent replenishment of working capital,
Will be raised funds for permanent use to supplement the liquidity or return of bank loans.
Nine, for reference documents
1, the resolution of the third meeting of the fourth board of directors of the Company;
2, independent directors on the relevant matters of independent advice.
Special announcement.
Jiangxi Ganfeng Lithium Industry Co., Ltd
Board of Directors
April 28, 2017