Announcement on capital increase of Minjar Cold Pty. Ltd.

The Board of Directors and all directors of the Company guarantee that there are no false records, misrepresentations or major omissions in the announcement and take individual and joint responsibilities for the authenticity, accuracy and completeness of the contents of the announcement.

Important note:

l  Name of capital increase objects: Minjar Cold Pty. Ltd ("Minjar Company" for short)

l  Amount of capital increase: the company's wholly-owned subsidiary Shandong Tianshan Gold Mineral Co., Ltd ("Tianye Gold" for short) plans to adopt debt-to-equity swap and cash to increase capital of its wholly-owned subsidiary Minjar Company by not over 70 million Australian Dollars in stages. After completion of the capital increase, the contribution amount of Minjar Company's registered shareholders will be increased from present 125.0192 million Australian Dollars to less than 195.0192 million Australian Dollars.

I. Overview of Capital Increase

According to the company's strategic planning, the company will enhance investment and layout of main businesses such as mineral industry and real estate. In order to enhance Minjar Company's strength, continuously optimize financial structure and promote its comprehensive competitiveness, the company's wholly-owned subsidiary Tianye Gold plans to adopt debt-to-equity swap and cash to increase capital of its wholly-owned subsidiary Minjar Company by not over 70 million Australian Dollars in stages. After completion of the capital increase, the contribution amount of Minjar Company's registered shareholders will be increased from present 125.0192 million Australian Dollars to less than 195.0192 million Australian Dollars and Tianye Gold still holds 100% of stake of Minjar Company.

The proposal has been considered and approved by the thirty-seventh interim meeting of the 8th Board of Directors of the Company and the independent directors have issued the agreed independent opinions. The capital increase does not constitute related transaction or major asset restructuring.

II. Basic Information of Capital Increase Object

Minjar Company's registration No.: 119514528; business scope: exploration, mining and processing of noble metal such as gold and silver as well as non-ferrous metal such as copper, lead and zinc; registration address: Level 4, 66 Kings Park Road West Perth 6005; contribution of registered shareholders: 125.0192 million Australian Dollars. By June 30, 2016, Minjia Company's total asset was RMB 772.1767 million and net asset was RMB 683.1513 million. The operating income of January to June in 2016 was RMB 195.0731 million and net profit was RMB 76.989 million. (without audition)

The change of contribution amount of registered shareholders before and after capital increase is as follows:

Unit: ten thousand Australian Dollars

III. Influence of the Capital Increase on Company and Risk Analysis

According to the company's strategic planning, the company will enhance investment and layout of main businesses such as mineral and real estate and improve earning capacity, sustainable development capacity and comprehensive competition capacity of main businesses. Tianye Gold adopts debt-to-equity swap and cash to increase capital of its wholly-owned subsidiary Minjar Company, which can enhance capital strength, optimize financial structure and continuously improve competitiveness, conform to the demands for the company's development.  The capital increase will not bring new risk. The company will grasp investment rhythm and enhance the company's governance and internal control, to improve earnings and reduce operation and market risk.

Hereby announced.

 

 

Shandong Tyan Home Co., Ltd.

Board of Directors

December 31, 2016