SD GOLD (Shandong Gold Mining Co., Ltd.) disclosed that its wholly owned arm, SDG Capital Management Co., Ltd., has agreed to participate in the share-and-cash acquisition of Donghai Securities Co., Ltd. (NEEQ: 832970) by Soochow Securities Co., Ltd. (SSE: 601555). The board approved the deal unanimously on 2 June 2026.

SDG Capital will dispose of 262,198,067 Donghai Securities shares—equivalent to 14.13 % of Donghai’s equity—for total consideration of RMB1.95 billion. Payment will comprise 189,161,905 new Soochow Securities shares for 241,222,222 Donghai shares, plus a cash component of RMB155.61 million for the remaining 20,975,845 shares.

To present its financial position accurately, SDG Capital intends to recognise a preliminary fair-value loss of about RMB705.00 million on its full 18.71 % holding in Donghai Securities. This adjustment is expected to reduce SD GOLD’s 2026 profit before tax by the same amount; the figure remains unaudited and will be finalised in the 2026 annual report.

Under Chapter 14 of the Hong Kong Listing Rules, the highest applicable percentage ratio for the transaction is below 5 %, so the deal does not constitute a notifiable or connected transaction for SD GOLD.

Completion is subject to approval by Soochow Securities’ shareholders, review by the Shanghai Stock Exchange, registration with the China Securities Regulatory Commission, and other statutory procedures. SD GOLD also notes that the market value of the Soochow Securities shares to be received will be exposed to secondary-market fluctuations.