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1、The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for thecontents of this Application Proof,make no representation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in relian
2、ce upon the whole or any part of the contents of thisApplication Proof.Application Proof ofPersistence Resources Group Ltd(Incorporated in the Cayman Islands with limited liability)WARNINGThe publication of this Application Proof is required by The Stock Exchange of Hong Kong Limited(the Exchange)an
3、d the Securities and Futures Commission(the Commission)solely for the purpose of providing information to thepublic in Hong Kong.This Application Proof is in draft form.The information contained in it is incomplete and is subject to change which canbe material.By viewing this document,you acknowledg
4、e,accept and agree with Persistence Resources Group Ltd.(theCompany),its sponsors,advisers or members of the underwriting syndicate that:(a)this document is only for the purpose of providing information about the Company to the public in Hong Kong andnot for any other purposes.No investment decision
5、 should be based on the information contained in this document;(b)the publication of this document or any supplemental,revised or replacement pages on the Exchanges website doesnot give rise to any obligation of the Company,its sponsors,advisers or members of the underwriting syndicate toproceed wit
6、h an offering in Hong Kong or any other jurisdiction.There is no assurance that the Company willproceed with the offering;(c)the contents of this document or any supplemental,revised or replacement pages may or may not be replicated infull or in part in the actual final listing document;(d)the Appli
7、cation Proof is not the final listing document and may be updated or revised by the Company from time totime in accordance with the Rules Governing the Listing of Securities on the Exchange;(e)this document does not constitute a prospectus,offering circular,notice,circular,brochure or advertisement
8、offeringto sell any securities to the public in any jurisdiction,nor is it an invitation to the public to make offers to subscribefor or purchase any securities,nor is it calculated to invite offers by the public to subscribe for or purchase anysecurities;(f)this document must not be regarded as an
9、inducement to subscribe for or purchase any securities,and no suchinducement is intended;(g)neither the Company nor any of its affiliates,advisers or underwriters is offering,or is soliciting offers to buy,anysecurities in any jurisdiction through the publication of this document;(h)no application f
10、or the securities mentioned in this document should be made by any person nor would suchapplication be accepted;(i)the Company has not and will not register the securities referred to in this document under the United StatesSecurities Act of 1933,as amended,or any state securities laws of the United
11、 States;(j)as there may be legal restrictions on the distribution of this document or dissemination of any information containedin this document,you agree to inform yourself about and observe any such restrictions applicable to you;and(k)the application to which this document relates has not been ap
12、proved for listing and the Exchange and theCommission may accept,return or reject the application for the subject public offering and/or listing.THIS APPLICATION PROOF IS NOT FOR PUBLICATION OR DISTRIBUTION TO PERSONS IN THE UNITEDSTATES.ANY SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT B
13、E REGISTEREDUNDER THE U.S.SECURITIES ACT OF 1933,AND MAY NOT BE OFFERED OR SOLD IN THE UNITEDSTATES WITHOUT REGISTRATION THEREUNDER OR PURSUANT TO AN AVAILABLE EXEMPTIONTHEREFROM.NO PUBLIC OFFERING OF THE SECURITIES WILL BE MADE IN THE UNITED STATES.NEITHER THIS APPLICATION PROOF NOR ANY INFORMATION
14、 CONTAINED HEREIN CONSTITUTES ANOFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATESOR IN ANY OTHER JURISDICTIONS WHERE SUCH OFFER OR SALE IS NOT PERMITTED.THISAPPLICATION PROOF IS NOT BEING MADE AVAILABLE IN,AND MAY NOT BE DISTRIBUTED OR SENTTO ANY JURISDICTION WHE
15、RE SUCH DISTRIBUTION OR DELIVERY IS NOT PERMITTED.No offer or invitation will be made to the public in Hong Kong until after a prospectus of the Company has been registeredwith the Registrar of Companies in Hong Kong in accordance with the Companies(Winding Up and MiscellaneousProvisions)Ordinance(C
16、hapter 32 of the Laws of Hong Kong).If an offer or an invitation is made to the public in HongKong in due course,prospective investors are reminded to make their investment decisions solely based on a prospectus ofthe Company registered with the Registrar of Companies in Hong Kong,copies of which wi
17、ll be distributed to the publicduring the offer period.If you are in any doubt about any of the contents of this document,you should obtain independent professional advice.PERSISTENCE RESOURCES GROUP LTD集海資源集團有限公司(Incorporated in the Cayman Islands with limited liability)REDACTEDTotal number of REDA
18、CTED underthe REDACTED:REDACTED Shares(subject to the REDACTED)Number of REDACTED:REDACTED Shares(subject to REDACTED)Number of REDACTED:REDACTED Shares(subject to REDACTED and theREDACTED)REDACTED(subject to aREDACTED):Not more than REDACTED per REDACTED,andexpected to be not less than REDACTED per
19、REDACTED,plus brokerage of 1.0%,SFC transactionlevy of 0.0027%,AFRC transaction levy of 0.00015%and Stock Exchange trading fee of 0.00565%(payable infull at the maximum REDACTED on application inHong Kong dollars and subject to refund)(If theREDACTED is set at 10%below the REDACTED ofthe indicative
20、REDACTED range after making aREDACTED,the REDACTED will be REDACTEDper REDACTED)Nominal value:HK$0.01 per ShareREDACTED:.Sole SponsorREDACTEDHong Kong Exchanges and Clearing Limited,The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for t
21、hecontents of this document,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or inreliance upon the whole or any part of the contents of this document.A copy of this document,having attached thereto the docu
22、ments specified in the section headed Documents delivered to the Registrar of Companies in Hong Kong and ondisplay Documents delivered to the Registrar of Companies in Hong Kong in Appendix VI to this document,has been registered by the Registrar of Companies in HongKong as required by section 342C
23、of the Companies(Winding Up and Miscellaneous Provisions)Ordinance(Chapter 32 of the Laws of Hong Kong).The Securities andFutures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this document or any other documents referredto above.The
24、 REDACTED is expected to be determined by agreement between the REDACTED(for itself and on behalf of the REDACTED)and our Company on or aroundREDACTED on REDACTED,REDACTED or such later time as may be agreed between the parties.The REDACTED will be not more than REDACTED perREDACTED and is currently
25、 expected to be not less than REDACTED per REDACTED(subject to a REDACTED),unless otherwise announced.REDACTEDapplying for REDACTED must pay,on application,the maximum indicative REDACTED of HK$REDACTED for each REDACTED together with brokerage of 1.0%,SFC transaction levy of 0.0027%,AFRC transactio
26、n levy of 0.00015%and Stock Exchange REDACTED fee of 0.00565%,subject to refund if the REDACTED is lowerthan REDACTED per REDACTED.The REDACTED(for itself and on behalf of the REDACTED),may,with the consent of our Company,reduce the indicative REDACTED range and/or the number ofREDACTED being REDACT
27、ED under the REDACTED below that stated in this document at any time on or prior to the morning of the last day for lodging applicationsunder the REDACTED.In such a case,an announcement of the REDACTED in the number of REDACTED and/or the indicative REDACTED range will be publishedon the websites of
28、 the Stock Exchange at www.hkexnews.hk and our Company at as soon as possible but in any event not later than themorning of the day which is the last day for lodging applications under the REDACTED.If,for any reason,the final REDACTED is not agreed between our Company and the REDACTED(for itself and
29、 on behalf of the REDACTED)on or before 5:00 p.m.on REDACTED,REDACTED,the REDACTED will not proceed and will lapse immediately.Prior to making an REDACTED decision,prospective REDACTED should consider carefully all the information set out in this document,including the riskfactors set out in the sec
30、tion headed Risk factors in this document.Prospective REDACTED of the REDACTED should note that under the REDACTED in respect of the REDACTED the REDACTED(for itself and on behalfof the REDACTED)is entitled to terminate the REDACTED by giving a notice in writing to our Company at any time prior to R
31、EDACTED(REDACTEDtime)on the REDACTED(which is expected to be on REDACTED,REDACTED)upon the occurrence of the events set out under the section headedREDACTED REDACTED arrangements and expenses REDACTED Grounds for termination in this document.Should the REDACTED(for itselfand on behalf of the REDACTE
32、D)terminate the REDACTED,the REDACTED will not proceed and will lapse.The REDACTED have not been and will not be registered under the U.S.Securities Act or any state securities law of the United States and may not beREDACTED,sold,pledged or transferred within the United States,or to,or for the accou
33、nt or benefit of U.S.persons,except that the REDACTED may beREDACTED,sold or delivered in offshore transactions outside the United States in reliance on Regulation S under the U.S.Securities Act.No information on any website forms part of this document.REDACTEDIMPORTANTREDACTEDTHISDOCUMENTISINDRAFTF
34、ORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.REDACTEDIMPORTANTTHISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER
35、OF THIS DOCUMENT.REDACTEDIMPORTANTTHISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE i THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST
36、 BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE ii THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETAB
37、LE iii THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE iv THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WI
38、TH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.IMPORTANT NOTICE TO REDACTEDThis document is issued by our Company solely in connection with the REDACTED and doesnot constitute an REDACTED to sell or a solicitation of an REDACTED to buy any security otherthan the REDACTED REDACTED by this
39、 document pursuant to the REDACTED.Thisdocument may not be used for the purpose of,and does not constitute,an REDACTED to sell or asolicitation of an REDACTED to buy any security in any other jurisdiction or in any othercircumstances.No action has been taken to permit a REDACTED of the REDACTED or t
40、hedistribution of this document in any jurisdiction other than in Hong Kong.The distribution of thisdocument and the REDACTED and sale of the REDACTED in other jurisdictions are subject torestrictions,and may not be made except as permitted under the applicable securities laws of suchjurisdictions p
41、ursuant to registration with or authorisation by the relevant securities regulatoryauthorities or an exemption therefrom.Prospective REDACTED should rely only on the information contained in this document tomaketheREDACTEDdecision.OurCompany,theSoleSponsor,theREDACTED,theREDACTED,the REDACTED,the RE
42、DACTED and the REDACTED have not authorisedanyone to provide prospective REDACTED with information that is different from what iscontained in this document.Any information or representation not made in this document must not berelied on by prospective REDACTED as having been authorised by our Compan
43、y,the SoleSponsor,theREDACTED,theREDACTED,theREDACTED,theREDACTED,theREDACTED,any of their respective directors,advisers,officers,employees,agents,affiliates orrepresentatives,or any other person or party involved in the REDACTED.PageEXPECTED TIMETABLE.iCONTENTS.vSUMMARY.1DEFINITIONS.22GLOSSARY OF T
44、ECHNICAL TERMS.38SUMMARY OF NI 43-101.44FORWARD-LOOKING STATEMENTS.46RISK FACTORS.49WAIVER FROM STRICT COMPLIANCE WITH THE LISTING RULES.83INFORMATION ABOUT THIS DOCUMENT AND THE REDACTED.85DIRECTORS AND PARTIES INVOLVED IN THE REDACTED.91CORPORATE INFORMATION.95INDUSTRY OVERVIEW.98REGULATORY OVERVI
45、EW.112CONTENTS v THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.PageHISTORY,REORGANISATION AND CORPORATE STRUCTURE.127BUSINESS.139DIRECTORS AND SENIOR MANAGEMENT.290CONNECTED TRANSACTION
46、S.317RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDER.320SUBSTANTIAL SHAREHOLDERS.327FINANCIAL INFORMATION.329FUTURE PLANS AND REDACTED.395SHARE CAPITAL.404REDACTED.407STRUCTURE AND CONDITIONS OF THE REDACTED.417HOW TO APPLY FOR THE REDACTED.430APPENDIX I ACCOUNTANTS REPORT.I-1APPENDIX II UNAUDITED PRO
47、 FORMA FINANCIAL INFORMATION.II-1APPENDIX III SRK REPORT.III-1APPENDIX IV SUMMARY OF THE CONSTITUTION OF OUR COMPANY ANDCAYMAN ISLANDS COMPANY LAW.IV-1APPENDIX V STATUTORY AND GENERAL INFORMATION.V-1APPENDIX VI DOCUMENTS DELIVERED TO THE REGISTRAR OFCOMPANIES IN HONG KONG AND ON DISPLAY.VI-1CONTENTS
48、 vi THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.This summary aims at giving you an overview of the information contained in this documentand should be read in conjunction with the ful
49、l text of this document.As the following is only asummary,it does not contain all the information that may be important to you.You should read thisdocument in its entirety before you decide to REDACTED in the REDACTED.TherearerisksassociatedwithanyREDACTED.SomeoftheparticularrisksinREDACTED in the R
50、EDACTED are set out in the section headed Risk factors in thisdocument.You should read that section carefully before you decide to REDACTED in theREDACTED.Various expressions used in this summary are defined in the sections headedDefinitions and Glossary of technical terms in this document.OVERVIEWW
51、e are a gold exploration,mining and processing company established in 2005 and located inYantai city of the Shandong Province in China.We sell gold bullion derived from gold concentrateprocessed by us.According to the F&S Report,we were the third largest gold mining company in theShandong Province i
52、n 2022 with a market share of 2.6%in terms of mine production volume but the toptwo players have an aggregated market share of approximately 78.3%in terms of gold mine productionvolume.Further,Shandong Province is the largest gold producing province in the PRC with gold mineproduction volume of appr
53、oximately 41.4 t,which accounted for approximately 14.0%of the total goldmine production volume in China in 2022,while Yantai city accounted for more than 90%of the goldmine production of the Shandong Province in 2022.We believe we enjoy growth opportunitiesattributable to our location in Yantai cit
54、y.The REDACTED of our Company will constitute aREDACTED of our Company from Majestic Gold,which is listed on the TSX Venture Exchange,byway of a REDACTED.According to the SRK Report,we had total Probable Mineral Reserves,Indicated MineralResources and Inferred Mineral Resources amounted to approxima
55、tely 23,130 kt,35,840 kt and 39,710kt,respectively,as at 30 June 2023.We operate two operating gold mines,namely,the SongjiagouOpen-Pit Mine and the Songjiagou Underground Mine,both are located at Songjiagou,the Muping-Rushan gold metallogenic belt,which is one of the three major gold metallogenic b
56、elts in Yantai,andare in close proximity of around 400 metres from each other.We operate an ore processing plant within4 km from our mines with an annual ore processing capacity of approximately 2,000 kt.Our miningassets and ore processing plant are well supported by upstream and downstream gold sup
57、ply chainindustries in the Yantai city,and are easily accessible by highway.We have the track records to develop greenfield mining assets and related facilities and havesuccessfully turned them into actual mining and gold producing assets as both of our mining assets,oreprocessing plant and related
58、facilities such as tailings dam were developed by us.Both our managementand operations teams are led by professionals who have extensive industry experience.Our managementteam is led by our Chairman,executive Director and chief executive officer,Dr.Shao,who held adoctor of philosophy degree in miner
59、al processing and has extensive experience in ore processing,mining-related finance and investment management.Leveraging our strong technical team of fourSUMMARY 1 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON T
60、HECOVER OF THIS DOCUMENT.mining operations engineers and six geologists,many of whom previously worked at SRK,and headedby Mr.Huang Yong,a recipient of China Nonferrous Metals Industry Science and Technology Award(中國有色金屬工業科學技術獎)in 2006,we have recorded high gold recovery rate(i.e.high level ofresour
61、ce utilisation and less wastage of resources)of over 94.6%during the Track Record Period ascompared to the industrys average of around 93.1%in 2022.We accredited this achievement to our effective gold grade control and production managementimplemented by our technical team as part of our mining meth
62、odology which,before drilling andblasting activities to be carried out with respect of our mining works,incorporates geostatistics into amix of mining methods(such as drilling,blasting,loading and transportation method for SongjiagouOpen-Pit Mine and shrinkage stope and cut-and-fill mining method fo
63、r Songjiagou Underground Mine)to help select and identify higher gold content orebody(i.e.ore with higher gold grade)to be extractedbased on ground and mining site conditions to improve our resource quality while controlling thestripping volume so that we can ensure a stable grade of ore is being fe
64、d into our ore processing plantfor our ore processing operations.Our Directors believe that our streamlined business model enables usto focus on our core mining and ore processing operations while keeping our operation costs low,thereby enhancing Shareholders value in the long run.Prior to February
65、2021,we outsourced a substantial portion of our mining works comprisingdemolition,blasting,drilling and excavation works,refining and logistics works to qualified third-partysubcontractors.Since February 2021 and up to the Latest Practicable Date,we carry out substantially allof our mining works com
66、prising demolition,drilling,blasting and excavation works ourselves seeking toreduce the costs of mining but outsource all the refining and logistics works to qualified third-partysubcontractors.We take safety seriously and have training programmes in place for our third-partysubcontractors.All thir
67、d-party subcontractors are required to possess the requisite qualifications toundertake the commissioned works and carry out their works according to our mine plannings and underour supervisions and inspections.We were awarded the Advanced Unit in Production Safety at theDistrict Level from the gove
68、rnment authority of Muping District in Yantai city.As at the Latest Practicable Date,our staff force reached 452.During the Track Record Period,ourrevenue amounted to approximately RMB361.0 million,RMB247.9 million,RMB418.4 million andRMB196.7 million,respectively,while our net profit amounted to ap
69、proximately RMB114.4 million,RMB58.7 million,RMB121.0 million and RMB52.8 million,respectively.COMPETITIVE STRENGTHSWe believe that our success is attributed to,among other things,the following competitivestrengths which distinguish us from our competitors:(i)our operations are supported by our stro
70、ngtechnical team;(ii)our ability to develop greenfield mining assets and our existing operating miningassets can support our next phase of growth strategies;(iii)our commitment to safety and environmentalmanagement;and(iv)our distinguished integrated management team.Please refer to the section heade
71、dBusiness Competitive strengths in this document for further details.SUMMARY 2 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.BUSINESS STRATEGIESWe intend to implement the following busi
72、ness strategies to achieve sustainable growth tostrengthen our position in the Shandong Province in the PRC:(i)further construction of mininginfrastructure in accordance with our mine optimisation plan;(ii)upgrade our gold reserves to increaseLoM through additional exploration activities at our exis
73、ting mine area;and(iii)expand our businessand grow our market share through selective acquisitions of gold mining assets.For further details,please refer to the section headed Business Business strategies in this document.OUR MINERAL ASSETS AND RESERVESAs at the Latest Practicable Date,we had a comp
74、lete set of portfolio of mining assets and relatedinfrastructure within close proximity with each other,which include(i)one open-pit gold mine,namelyour Songjiagou Open-Pit Mine,with a permitted annual mine production volume of 900.0 kt and LoMof approximately 8.5 years;(ii)one underground gold mine
75、,namely our Songjiagou Underground Mine,with a permitted annual mine production volume of 90.0 kt and LoM of approximately 6.0 years;(iii)anore processing plant with an annual ore processing capacity of approximately 2,000 kt;and(iv)atailings dam with a total storage capacity of approximately 42.2 m
76、illion m3.LoM is the shortest timeframe that the Mineral Reserves of a mine are estimated to be fullyutilised.Such calculated LoM is subject to change under certain circumstances.For instance,if theannual mining volume is reduced,indicating a decrease in the utilisation rate of the Mineral Reserves
77、orif Mineral Reserves are increased by upgrading our Mineral Resources via additional explorationactivities,it would take a longer time to deplete the Mineral Reserves of the mine.Pursuant to apreliminary study conducted by SRK,by modifying the final pit structure of our Songjiagou Open-PitMine in t
78、he future,it is viable for our Group to economically capture additional Indicated MineralResources and Inferred Mineral Resources.As advised by SRK,it is common in the gold miningindustry and commercially sensible for gold mines to perform exploratory activities to ascertain theexistence of economic
79、ally mineable Mineral Reserves only when the mining and exploratory activitiesproceeded to a deeper level.Based on the Mineral Resources available at the Songjiagou Open-pit Mineand the industrial and technical expertise relating to exploration possessed by the Group,SRK is of theview that there is
80、substantial potential for the Groups Songjiagou Open-pit to increase its LoM alongwith the exploratory activities and further studies to be conducted in the future.Please see paragraphsheaded Business Our mineral assets and reserves Our two gold mines,Business Ouroperations Our ore processing facili
81、ties and Business Our operations Tailings for furtherdetails.Apart from the amount of Mineral Reserves,the LoM of our Songjiagou Open-Pit Mine of 8.5 yearis calculated based on the assumption that the production capacity of the mine would reach a target of3,300 ktpa annum as from 2026.As concurred b
82、y SRK,such production capacity is considered to be theoptimal production capacity that would be achievable by our Group based on our Groups mining plan.In particular,our Group had already possessed the necessary machines and equipment,for example,excavators and drill rigs to achieve such production
83、capacity.At the material time,the expanded miningarea of our Songjiagou Open-Pit Mine is expected to reach+33 metres ASL,which would providesufficient working benches and spaces for our Groups excavators and drill rigs to operate.SUMMARY 3 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHE
84、INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.The following table sets forth the information on our Mineral Resources and Mineral Reserves asat 30 June 2023 under NI 43-101,based on the SRK Report.Mineral ResourcesMineral ReservesAssetResourceca
85、tegoryOreTonnesGoldgradeGold contentReservecategoryOreTonnesGoldgradeGold content(kt)(g/t)(kg)(koz)(kt)(g/t)(kg)(koz)SongjiagouIndicated34,2001.1037,6001,210.0ProvenOpen-Pit MineInferred36,7000.9534,8001,120.0Probable22,6001.1726,400849Total70,90072,4002,330.0Total22,60026,400849SongjiagouIndicated1
86、,6401.382,27073.0ProvenUndergroundInferred3,0101.243,730120.0Probable5301.3973723.7MineTotal4,6506,000193.0Total53073723.7CASH OPERATING COSTSCash operating costs for our mines primarily consist of workforce employment costs,consumablecosts and fuel,electricity,water and other services.The table bel
87、ow is based on the SRK Report andsets forth a summary of historical and forecast of the cash operating costs per gram of gold produced ofour mines for the years indicated.HistoricalForecastsCost itemUnit2020202120221H20232H20232024202520262027Workforce employmentRMB/gram20.2626.2832.0540.7636.6139.7
88、221.3410.4110.18ConsumablesRMB/gram49.3040.4440.2538.7054.4858.4136.6538.0437.21Fuel,electricity,water and otherservices(Note)RMB/gram44.7474.6059.0277.8545.5548.6931.3215.1614.88On and off-site administrationRMB/gram6.2811.059.768.431.491.620.870.420.41Environmental protection andmonitoringRMB/gram
89、0.040.000.000.000.010.010.010.000.00Transportation of workforceRMB/gram0.660.800.280.540.700.750.410.200.19Product marketing and supportRMB/gramNon-income taxes,royalties andother government chargesRMB/gram15.5319.6817.4518.8119.9920.0317.2515.4215.04Contingency allowancesRMB/gram7.8310.466.209.465.
90、485.943.191.561.52TotalRMB/gram144.64183.31165.00194.55164.30175.17111.0481.2179.45Note:Include smelting and refining costs.The expected decrease in cash operating costs going forward is mainly attributable to the expectedincrease in(i)gold production volume;and(ii)gold grade of our Songjiagou Open-
91、Pit Mine.Pleaserefer to the section headed 19.Capital investment and operating costs in the SRK Report as set out inAppendix III to this document for details of the cash operating costs and the relevant assumptions.SUMMARY 4 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUS
92、T BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.MINING LICENCESAs at the Latest Practicable Date,we held two mining licences in respect of our mines as follows:Validity period of licenceGold mineLicence nameLicence holderAreaType ofnaturalresourcesPermittedannua
93、lmineproductionvolumeLicencenumberFromToStatus(sq.km.)(kt)Songjiagou Open-PitMineMining licenceYantai Zhongjia0.5937Gold900C370000200904411001098317 May 202017 May 2031ValidSongjiagou UndergroundMineMining licenceYantai Zhongjia0.4140Gold90C370000201602421014131418 February202118 February2031ValidWe
94、 did not pledge any mining rights to secure any of our bank facilities during the Track RecordPeriod and up to the Latest Practicable Date.OUR PRODUCTION PROCESS AND PROCESSING FACILITYOur production process involves three major steps:(i)mining(both open-pit and undergroundmining);(ii)ore processing
95、,which in turn includes crushing,grinding and flotation;and(iii)goldrefining,which we outsource the refining of gold concentrate into gold bullion of Au99.95 toIndependent Third Party smelters.Our production activities at our Songjiagou Open-Pit Mine had notexceeded any of the permitted annual volum
96、e that would lead to over-production as prohibited under therelevant PRC laws and regulations during the Track Record Period and up to the Latest Practicable Date.Our integrated ore processing facility comprises one mill to process the ores mined from ourSongjiagou Open-Pit Mine and Songjiagou Under
97、ground Mine.Our ore processing plant has a totalsurface area of approximately 0.9 ha.The total designed ore processing capacity of our ore processingfacilities amounted to approximately 2,000 ktpa(or 6.0 ktpd)as at 30 June 2023.The table below sets forth the utilisation rate and volume of ore proces
98、sed at our ore processingplant with a capacity of 6.0 ktpd:FY2020FY2021FY20226M20226M2023OreprocessedUtilisationrate(Note)OreprocessedUtilisationrate(Note)OreprocessedUtilisationrate(Note)OreprocessedUtilisationrate(Note)OreprocessedUtilisationrate(Note)(kt)(%)(kt)(%)(kt)(%)(kt)(%)(kt)(%)Mill with a
99、 capacity of 6.0 ktpd1,59080.31,02451.71,991100.61,00150.699750.3Note:Utilisation rate is calculated by dividing volume of ore processed for each period by the designed annual processingcapacity of the same period,which is calculated based on our designed ore processing capacity per day assuming weo
100、perate 330 days per year.Our utilisation rate in FY2022 exceeded 100%because the actual working days of ourprocessing plant in that year surpassed the theoretical designed 330 working days per annum or equivalent to aprocessing capacity of 1,980 ktpa.SUMMARY 5 THISDOCUMENTISINDRAFTFORM,INCOMPLETEAND
101、SUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.OUR CUSTOMERSOur principal product is gold bullion of Au99.95.As we are not a member of the Shanghai GoldExchange,we engage two Independent Third Party gold smelters,namely Shand
102、ong Guoda andShandong Humon,to refine our gold concentrate into gold bullion of Au99.95 and sell to them(or theirsubsidiaries)such gold bullion at the fixed price determined by us with reference to prevailing Au(T+D)spot price as quoted on the Shanghai Gold Exchange for their subsequent sales on the
103、 ShanghaiGold Exchange during the Track Record Period,which is in line with industry practice according to theF&S Report.Since 2021,we only have one customer,namely,Shandong Guoda.For each of FY2020,FY2021,FY2022 and 6M2023,our sales to Shandong Guoda amounted to approximately RMB335.8million,RMB247
104、.9 million,RMB418.4 million and RMB196.7 million(accounted for approximately93.0%,100.0%,100%and 100%of our total revenue)respectively,and our sales to Shandong Humonamounted to approximately RMB25.2 million,nil,nil and nil(accounted for approximately 7.0%,nil,niland nil of our total revenue)respect
105、ively.Our Directors noted from Shandong Guoda that Shandong Guoda has been in the process ofchanging its principal business from gold smelting to copper smelting.However,it would be challengingfor Shandong Guoda to change its principal business from gold smelting to copper smelting withimmediate eff
106、ect.Also,there are ample choices of alternatives and there is no material difficulty for ourGroup to engage and sell to other Independent Third Party smelters in the Shandong Province whoprovide similar quality of services at similar pricing.Having considered the above,our Directors are ofthe view t
107、hat,the change of Shandong Guodas principal business from gold smelting to copper smeltingwould not have a material impact on our Groups operation and financial performance.For furtherdetails,please refer to the sections headed Risk factors Risks relating to the business operations ofour Group We re
108、ly significantly on Shandong Guoda to refine our gold concentrate into gold bullionof Au99.95 and its subsequent purchase thereof and Business Sales and customers Ourrelationships with Shandong Guoda and Shandong Humon in this document.Further,both of thesecustomers are also our subcontractors durin
109、g the Track Record Period.For further details,please refer tothe section headed Business Sales and customers Major customers who are also oursubcontractors in this document.Framework sales contracts with customersWe sign framework sales contracts with our customers primarily to establish the busines
110、srelationship and the principal framework for the transactions between the parties.Despite such,both ofus and our customers acknowledged and accepted that there are contract terms in the framework salescontracts namely product,weighing,transportation,testing,sampling and arbitration and pricing ands
111、ettlement are not applicable and hence would not be adopted and the actual transaction practice wouldbe modified based on actual commercial needs of the parties.There were discrepancies between our framework sales contracts with customers and actualtransaction practices.Terms in actual transaction p
112、ractices such as minimum quantity requirement,transportation and testing procedures after smelting,timing of pricing of gold bullion,requirement topay a security deposit and interest expenses for pricing before delivery of gold bullion and timing insettlement of sales consideration of gold bullion b
113、y our customers differed from those stated in theframework sales contracts.As advised by the PRC Legal Advisers,it is not uncommon for the actualtransaction procedures between two enterprises to differ from the terms and conditions as set out in therelevant framework agreements signed between them i
114、n the PRC.SUMMARY 6 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.On 17 May 2023,we signed memoranda with our customers(the Subsequent Memoranda)torecord in writing the modified practic
115、e adopted in actual transaction between us and our customer forease of reference.The PRC Legal Advisers are of the view,and the Sole Sponsor concurs that ourGroups framework sales contracts and the Subsequent Memoranda with Shandong Humon andShandong Guoda are valid and legally enforceable.Despite o
116、ur Groups long-standing business practiceof using its customers standardised template for framework sales contracts,to further enhance thecorporate governance of our Group,our Group is in negotiation with Shandong Guoda and target toadopt a new framework sales contract before the proposed REDACTED,s
117、ubject to the negotiation andinternal approval process of Shandong Guoda.This updated framework sales contract will incorporateactual transaction practices and eliminate any non-adopted terms,as well as the addition of customarycontract terms such as representations and warranties,confidentiality,fo
118、rce majeure clauses,etc.Pleaserefer to the section headed Business Sales and customers Salient terms of the framework salescontracts with customers for further details including circumstances leading to such discrepancies,andthe views of our PRC Legal Advisers,the Sole Sponsor and Frost&Sullivan.OUR
119、 SUPPLIERS AND SUBCONTRACTORSDuring the Track Record Period,our suppliers and subcontractors of goods and services in thePRC principally included:(i)suppliers of raw materials and consumables such as explosives,steelgrinding balls and chemical reagents used during our ore processing operation;(ii)su
120、ppliers of utilitiessuch as electricity;(iii)suppliers of parts and replacements of machinery;(iv)our subcontractors forcarrying out mining works comprising demolition,drilling,blasting and excavation works,for ourSongjiagou Open-Pit Mine and Songjiagou Underground Mine prior to February 2021;(v)our
121、subcontractors for carrying out smelting work to refine our gold concentrate into gold bullion ofAu99.95;and(vi)subcontractors of logistic services for transportation of ore.A number of our suppliersand subcontractors during the Track Record Period were individuals,which is common in the industryacc
122、ording to the F&S Report.For each of FY2020,FY2021,FY2022 and 6M2023,purchases from our five largest suppliersamounted to approximately RMB45.5 million,RMB29.7 million,RMB57.5 million and RMB31.0million,respectively,accounted for approximately 51.8%,53.1%,51.4%and 61.1%of our totalpurchases.Purchase
123、s from our largest supplier amounted to approximately RMB29.6 million,RMB19.2million,RMB33.5 million and RMB16.9 million.respectively,for the same periods,accounted forapproximately 33.7%,34.3%,30.0%and 33.4%of our total purchases.For each of FY2020,FY2021,FY2022 and 6M2023,purchases from our five l
124、argest subcontractors amounted to approximatelyRMB19.7 million,RMB8.0 million,RMB17.2 million and RMB6.2 million,respectively,accounted forapproximately 22.4%,14.4%,15.4%and 12.2%of our total purchases.Purchases from our largestsubcontractor amounted to approximately RMB9.0 million,RMB4.1 million,RM
125、B13.7 million andRMB5.4 million,respectively,for the same periods,accounted for approximately 10.2%,7.3%,12.2%and 10.6%of our total purchases.For further details,please refer to the section headed Business Suppliers and subcontractors in this document.SUMMARY 7 THISDOCUMENTISINDRAFTFORM,INCOMPLETEAN
126、DSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.COMPETITIVE LANDSCAPEAccording to the F&S Report,the gold mining industry in the PRC is relatively fragmented as it isdominated by small and medium-sized gold mines.However,the
127、gold mining industry in the ShandongProvince is concentrated to five largest gold mining companies.Shandong Province is the largest goldproducing province in the PRC with gold mine production volume of approximately 41.4 t,whichaccounted for approximately 14.0%of the total gold mine production volum
128、e in China in 2022,whileYantai city accounted for more than 90%of the gold mine production of the Shandong Province in2022.The top ten PRC gold companies by domestic gold mine production volume collectivelyaccounted for approximately 48.5%of the total gold mine production volume in the PRC in 2022 w
129、hilethe top five gold producers in Shandong Province by gold mine production volume accounted forapproximately 84.7%of the total gold mine production in Shandong Province in 2022.According to theF&S Report,our annual gold mine production volume was approximately 1.1 t in 2022,making us thethird larg
130、est gold mining company in the Shandong Province with a market share of 2.6%in terms ofmine production volume.As we do not face competition in terms of price differentiation,we primarilycompete with nationwide leading gold producers and regional large and medium-sized gold producers inthe PRC in ter
131、ms of our ability to obtain more gold resources and reserves,which is dependent on ourfinancial conditions,technical ability,equipment and machinery and management experience.Pleaserefer to the section headed Industry overview in this document for further details.SUMMARY FINANCIAL INFORMATIONThe fol
132、lowing tables summarise our consolidated financial information for FY2020,FY2021,FY2022,6M2022 and 6M2023,which should be read in conjunction with our financial informationincluded in the Accountants Report set forth in Appendix I to this document,including the notesthereto.FY2020FY2021FY20226M20226
133、M2023(unaudited)(RMB in thousand)Revenue360,999247,872418,413217,331196,659Cost of sales166,013107,767199,82399,981104,277Gross profit194,986140,105218,590117,35092,382Administrative expenses(21,480)(22,490)(33,711)(14,569)(16,655)Profit before tax169,31387,210184,908108,70979,498Income tax expenses
134、(54,890)(28,494)(63,918)(36,237)(26,729)Profit for the year/period114,42358,716120,99072,47252,769Profit attributable to:Owners of the parent82,40341,62483,21451,43837,261Non-controlling interests32,02017,09237,77621,03415,508114,42358,716120,99072,47252,769SUMMARY 8 THISDOCUMENTISINDRAFTFORM,INCOMP
135、LETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.Breakdown of sales volume and average selling price:FY2020FY2021FY20226M20226M2023 Sales volume(kg)987.4645.51,084.9568.2468.1 Average selling price(RMB/gram)365.6384.0385
136、.7382.5420.1Major components of cost of sales:FY2020FY2021FY20226M20226M2023(unaudited)(RMB in thousand)Depreciation andamortisation37,55617,35045,13022,38323,231 Subcontracting costs26,66012,58925,60813,8769,535 Utilities expenses30,04216,40033,83117,42417,149 Raw materials costs30,64919,04839,6281
137、9,48017,979 Direct labour costs14,97811,06229,11915,21316,157RevenueDuring the Track Record Period,we recorded revenue of approximately RMB361.0 million,RMB247.9 million,RMB418.4 million and RMB196.7 million,respectively.The decrease in ourrevenue in FY2021 was primarily due to the decrease in our g
138、old sales volume by approximately 34.6%from approximately 987.4 kg(or 31,745.6 ounces)in FY2020 to approximately 645.5 kg(or 20,753.3ounces)in FY2021 mainly as a result of the temporary suspension of our mining operation fromFebruary 2021 to August 2021 after the occurrence of two safety incidents i
139、n two gold mines in theShandong Province(which are Independent Third Party)in January and February 2021,which waspartially offset by the increase in the average selling price of our gold from approximately RMB365.6per gram in FY2020 to approximately RMB384.0 per gram in FY2021.As we operated in the
140、ordinaryand usual circumstances in absence of the temporary suspension of operations that affected ouroperations in FY2021,our revenue in FY2022 was approximately RMB418.4 million,which representedan increase of approximately RMB170.5 million or 68.8%compared to that of FY2021.In particular,there wa
141、s an increase in the average selling price of gold from approximately RMB384.0 per gram inFY2021 to approximately RMB385.7 per gram in FY2022.SUMMARY 9 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF T
142、HIS DOCUMENT.Our revenue in 6M2023 was approximately RMB196.7 million,which represented a decrease ofapproximately RMB20.6 million or 9.5%compared to that of 6M2022.In particular,our gold salesvolume decreased by approximately 17.6%from approximately 568.2 kg(or 18,268.1 ounces)in6M2022 to approxima
143、tely 468.1 kg(or 15,049.8 ounces)in 6M2023,mainly attributable to the fact thatour mining activities were paused during May to mid-July 2023 to facilitate the safety inspection on ournewly constructed benches solely due to scheduling conflicts between our Group and the designatedspecialists of the g
144、overnment department for safety inspection as well as repair of the road connectingour Songjiagou Open-Pit Mine and our processing plant(FY2023 Temporary Pause of MiningActivities),while there was an increase in the average selling price of gold from approximatelyRMB382.5 per gram in 6M2022 to appro
145、ximately RMB420.1 per gram in 6M2023.The gold bullion sale prices in our sales orders are determined with reference to the prevailingAu(T+D)spot price quoted on the Shanghai Gold Exchange,which in turn has historically correlatedwith international gold price,except for exchange differences.During th
146、e Track Record Period,themonthly average gold spot price in the PRC generally exhibited an upward trend despite the fact thatprice drops occurred in the fourth quarter of FY2020 and first quarter of FY2021.In FY2020 andFY2021,our average selling price increased from approximately RMB365.6 per gram t
147、o approximatelyRMB384.0 per gram despite the fact that the average gold spot price decreased year-on-year.We wereable to record an average selling price higher than the average gold spot price in the PRC duringFY2021,mainly due to our success in fixing a high selling price in two batches of gold bul
148、lion salesnear the end of May and July 2021,respectively,which were close to the highest gold spot price in thePRC in FY2021.Further,we recognised certain amount of gold bullion sales in the first quarter of FY2021 of whichthe sales order was placed and hence,the selling price was fixed back in May
149、2020 when the gold spotprice in the PRC was in a period approaching to the peak during the Track Record Period.The salesvolume of the abovementioned gold bullion sales represented approximately 78%of our total salesvolume during FY2021.Our average selling price for FY2022 increased slightly to appro
150、ximatelyRMB385.7 per gram as compared to RMB384.0 per gram for FY2021 mainly because the gold spotprice in the PRC remained relative high during 2022 due to the Russia-Ukraine tensions anddepreciation of RMB against USD.Our average selling price increased from approximately RMB382.5per gram in 6M202
151、2 to RMB420.1 per gram in 6M2023,representing an increase of approximately9.8%.Such increase was mainly because the gold spot price in the PRC remained relatively high duringthe first six months of 2023 due to increase in demand for safe-haven products.Other incomeDuringFY2022,ourotherincomeincrease
152、dsignificantlybyapproximately272.2%fromapproximately RMB3.6 million in FY2021 to approximately RMB13.4 million in FY2022 mainly due tothe significant increase of approximately 650.0%of sales of sulfuric acid generated during the smeltingprocess from approximately RMB1.4 million in FY2021 to approxim
153、ately RMB10.5 million in FY2022.SUMMARY 10 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.Cost of salesOur cost of sales decreased from approximately RMB166.0 million in FY2020 to approx
154、imatelyRMB107.8 million in FY2021,representing a decrease of approximately 35.1%.Such decease wasmainly due to the decrease in our production as a result of the temporary suspension of our miningoperations at both our Songjiagou Open-Pit Mine from February 2021 to August 2021 and ourSongjiagou Under
155、ground Mine from February to November 2021 for the government authority to carryout safety inspection.Our cost of sales increased from approximately RMB107.8 million in FY2021 toapproximately RMB199.8 million in FY2022,representing an increase of approximately 85.3%.Suchincrease was mainly due to th
156、e increase in our production as we operated in the ordinary and usualcircumstances in FY2022.Our cost of sales increased from approximately RMB100.0 million in 6M2022to approximately RMB104.3 million in 6M2023,representing an increase of approximately 4.3%.Suchincrease was mainly due to(i)the increa
157、se in changes in inventories of finished goods and work inprogress,mainly represented the increase in utilisation of inventories in prior period;(ii)the increase inother production overheads;partially offset by(iii)the decrease in subcontracting costs,mainlyattributable to decrease in production dur
158、ing the period.Gross profit and profit for the yearOur gross profit decreased to approximately RMB140.1 million in FY2021 due mainly to thedecrease in our revenue of approximately 31.3%in FY2021.Our gross profit margin increased toapproximately 56.5%in FY2021 mainly because of the increase in averag
159、e gold selling price ofapproximately 5.0%and the decrease in mining subcontracting costs as we carry out substantially all themining works ourselves since February 2021.Therefore,our profit for the year decreased byapproximately 48.7%to approximately RMB58.7 million in FY2021.Our gross profit increa
160、sed to approximately RMB218.6 million in FY2022 due mainly to theincrease in our revenue of approximately 68.8%in FY2022 as a result of the increase in gold salesvolume.Our gross profit margin decreased from approximately 56.5%in FY2021 to approximately52.2%in FY2022 mainly because of the increase i
161、n production costs(excluding the impact of changesin inventories of finished goods and work in progress)incurred along with our increase in productionactivities in FY2022 while our production in FY2021 was mostly affected by the temporary operationsuspension.Our profit for the year increased by appr
162、oximately 106.1%to approximately RMB121.0million in FY2022.Our gross profit decreased from approximately RMB117.4 million in 6M2022 to approximatelyRMB92.4 million in 6M2023 primarily due to a 9.5%decrease in our revenue in 6M2023 compared to6M2022 resulting from a decrease in gold sales volume caus
163、ed by the FY2023 Temporary Pause ofMining Activities.Furthermore,our gross profit margin decreased from approximately 54.0%in 6M2022to approximately 47.0%in 6M2023.Such decrease was mainly attributable to an increase in our cost ofsales while there was a decrease in gold production and sales volume
164、during 6M2023,primarily due tothe fact that(i)certain components in the cost of sales were semi-variable costs which did not decreaseproportionally to the decrease in gold production and sales volume;and(ii)our ore processed volumeremained relatively stable during the period notwithstanding the decr
165、ease in gold production and salesvolume.However,these negative effects on gross profit margin were partially offset by the increase inSUMMARY 11 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOC
166、UMENT.average gold selling price of approximately 9.8%from RMB382.5 per gram in 6M2022 to RMB420.1per gram in 6M2023.Our profit for the period decreased by approximately 27.2%from approximatelyRMB72.5 million in 6M2022 to approximately RMB52.8 million in 6M2023.Highlight of consolidated statements o
167、f financial positionAs at 31 DecemberAs at30 June2020202120222023RMB000RMB000RMB000RMB000Non-current assets560,177552,394554,171570,790Current assets248,973223,195331,878396,755Current liabilities226,021181,295146,431169,372Net current assets22,95241,900185,447227,383Non-current liabilities37,12864,
168、74963,51468,107Net assets546,001529,545676,104730,066Non-controlling interests63,81640,908122,233137,741We recorded net current assets of approximately RMB23.0 million as at 31 December 2020,mainly attributable to(i)profit for the year of approximately RMB114.4 million;(ii)the decrease inamounts due
169、 to related parties of approximately RMB316.7 million;and partially offset by(iii)cashpaid and payable for the addition of mining right of approximately RMB101.3 million.Our net currentassets increased to approximately RMB41.9 million as at 31 December 2021 due mainly to(i)profit forthe year of appr
170、oximately RMB58.7 million;(ii)the reclassification of payable for mining right ofapproximately RMB28.3 million from current liabilities to non-current liabilities;and partially offset by(iii)the dividend declared of approximately RMB40.0 million.Our net current assets increased toapproximately RMB18
171、5.4 million as at 31 December 2022 mainly attributable to profit for the year ofapproximately RMB121.0 million.Our net current asset further increased to approximately RMB227.4million as at 30 June 2023 mainly attributable to profit for the period of approximately RMB52.8million partially offset by
172、increase in property,plant and equipment of approximately RMB23.6 million.Our non-current assets decreased from approximately RMB560.2 million as at 31 December 2020to approximately RMB552.4 million as at 31 December 2021 mainly attributable to,among others,thedecrease in our intangible assets mainl
173、y in relation to an adjustment to the initial valuation of ourmining rights of approximately RMB30.2 million in respect of the renewal of mining licences for ourSongjiagou Open-Pit Mine.In April 2020,our Group entered into an agreement of transfer of miningrights(Mining Rights Agreement)with Yantai
174、Municipal Natural Resources and Planning Bureau forrenewingthemininglicenceofourSongjiagouOpen-PitMineataninitialconsiderationofapproximately RMB101.1 million(the Initial Consideration).Such Initial Consideration was just apreliminary and rough estimation while both parties mutually agreed,also as s
175、et out in the MiningRights Agreement,to enter into a supplemental agreement to finalise the consideration based on avaluation report.The final consideration of approximately RMB74.1 million(the Final Consideration)was determined in December 2021 based on a valuation report prepared by a valuation fi
176、rm entrusted byYantai Municipal Natural Resources and Planning Bureau and a supplemental agreement was enteredSUMMARY 12 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.into between the G
177、roup and the bureau.The difference between the Initial Consideration of RMB101.1million and the present value of Final Consideration of approximately RMB70.9 million was adjustedagainst the cost of the mining right in 2021.Our net assets decreased slightly from approximately RMB546.0 million as at 3
178、1 December 2020to approximately RMB529.5 million as at 31 December 2021 due mainly to(i)the profit for the year ofapproximately RMB58.7 million in FY2021;and offset by(ii)the dividends paid to non-controllingshareholders of approximately RMB40.0 million;and(iii)the dividend declared of approximately
179、RMB33.9 million.Our net assets increased to approximately RMB676.1 million as at 31 December 2022mainly attributable to(i)our profit for FY2022 of approximately RMB121.0 million;(ii)capitalcontribution from shareholder of approximately RMB47.1 million;and offset by(iii)dividend declaredof approximat
180、ely RMB38.9 million.Our net assets further increased to approximately RMB730.1million as at 30 June 2023 mainly attributable to the profit for 6M2023 of approximately RMB52.8million.Highlight of consolidated statements of cash flowsFY2020FY2021FY20226M20226M2023RMB000RMB000RMB000RMB000RMB000(unaudit
181、ed)Net cash flows from operatingactivities186,756113,955199,290117,62296,220Net cash flows(used in)investing activities(60,906)(87,797)(56,060)(16,581)(28,353)Net cash flows generated from/(used in)financing activities(58,055)(45,130)(54,793)(30,550)(1,260)Net increase(decrease)in cashand cash equiv
182、alents67,795(18,972)88,43770,49166,607Cash and cash equivalents at thebeginning of year134,696202,907182,398182,398282,187Effect of foreign exchange ratechanges,net416(1,537)11,3526671,207Cash and cash equivalents at endof year202,907182,398282,187253,556350,001Our net cash flows generated from oper
183、ating activities during the Track Record Period amountedto approximately RMB186.8 million,RMB114.0 million,RMB199.3 million and RMB96.2 million,respectively.Our net cash generated from operating activities decreased from approximately RMB186.8million for FY2020 to approximately RMB114.0 million for
184、FY2021,was mainly due to(i)the decreasein profit before tax after adjustments for non-cash items of approximately RMB93.0 million;(ii)changesin working capital of approximately RMB6.1 million;and partially offset by(iii)the decrease in incometax paid of approximately RMB26.3 million.Our net cash gen
185、erated from operating activities increasedfrom approximately RMB114.0 million for FY2021 to approximately RMB199.3 million for FY2022SUMMARY 13 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCU
186、MENT.mainly due to(i)the increase in profit before tax after adjustments for non-cash items of approximatelyRMB116.0 million;and(ii)the increase in income tax paid of approximately RMB21.9 million.Our netcash generated from operating activities decreased from approximately RMB117.6 million for 6M202
187、2to approximately RMB105.5 million for 6M2023 mainly due to the decrease in profit before tax afteradjustments for non-cash items of approximately RMB28.2 million.Our net cash flows used in investing activities during the Track Record Period amounted toapproximatelyRMB60.9million,RMB87.8million,RMB5
188、6.1millionandRMB28.4million,respectively,represented mainly cash used in purchase of properties,plant and equipments andadditions of mining rights.Our net cash flows used in financing activities during the Track Record Period amounted toapproximatelyRMB58.1million,RMB45.1million,RMB54.8millionandRMB
189、1.3million,respectively,represented mainly amounts due to related companies,interests paid,dividends paid andadvances to a related party.In view of the decreases in cash generated from operations mainly due tothe temporary suspension of our mining operation from February 2021 to August 2021,and coup
190、ledwith the net cash flows used in investing activities mainly for purchase of items of property,plant andequipment and additions to mining rights and net cash flows used in financing activities mainly fordividends paid,we had net decrease in cash and cash equivalents(including the effect on foreign
191、exchange rate changes,net)of approximately RMB20.5 million in FY2021.Key financial ratiosThe following table sets forth certain of our key financial ratios during the Track Record Period.FY or as at 31 December6M or asat 30 June2020202120222023Net profit margin(%)31.723.728.926.8Return on equity(%)(
192、1)21.011.117.97.2Return on assets(%)(2)14.17.613.75.5Interest coverage(times)42.734.0198.3111.9Current ratio(times)1.11.22.32.3Quick ratio(times)0.91.02.02.1Gearing ratio(%)5.55.74.44.1Notes:(1)For 6M2023,the calculation of return on equity is calculated with reference to our Groups half-year profit
193、,whichcannot be directly compared to the return on equity calculated with reference to our Groups full-year profit inprevious years.(2)For 6M2023,the calculation of return on assets is calculated with reference to our Groups half-year profit,whichcannot be directly compared to the return on assets c
194、alculated with reference to our Groups full-year profit inprevious years.For further details of our Groups financial information,please refer to the section headedFinancial information in this document.SUMMARY 14 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN
195、 CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.REDACTEDAssuming an REDACTED of REDACTED per REDACTED(being the REDACTED of theindicativeREDACTEDrange)andtheREDACTEDisnotexercised,thetotalestimatedREDACTED in relation to the REDACTED(including REDACTED),which are payable by
196、 us areestimated to be approximately REDACTED(equivalent to approximately REDACTED),representingapproximately REDACTED%of the REDACTED from the REDACTED.These REDACTEDmainly comprise(i)REDACTED related expenses payable to the REDACTED of approximatelyREDACTED;and(ii)non-REDACTED-related expenses,com
197、prising(a)fees and expenses of legaladvisers and accountants of approximately REDACTED;and(b)other fees and expenses ofapproximatelyREDACTED.REDACTEDincurredpriortotheTrackRecordPeriodwereapproximately REDACTED(equivalent to approximately REDACTED).REDACTED charged toprofitorlossforFY2020,FY2021,FY2
198、022and6M2023wereapproximatelyREDACTED,REDACTED,REDACTEDandREDACTED(equivalenttoapproximatelyREDACTED,REDACTED,REDACTED and REDACTED),respectively.We expect to charge the remainingestimated REDACTED of approximately REDACTED(equivalent to approximately REDACTED)to profit or loss in the period subsequ
199、ent to the Track Record Period and upon REDACTED and todeduct the REDACTED directly attributable to the issuance of shares of approximately REDACTED(equivalent to approximately REDACTED)from REDACTED upon REDACTED.IMPACTS OF THE TEMPORARY SUSPENSION OF MINING OPERATIONS IN FY2021Due to mine accident
200、s that occurred in other third-party mines in Yantai City in early 2021,allmines(including our mines)in the Yantai City were required by the local government to suspendoperation.In view of the above,both our Songjiagou Open-Pit Mine and Songjiagou Underground Minehave suspended mining operations fro
201、m February to August 2021 and February to November 2021,respectively while our ore processing plant was required to suspend operation from March to August2021(except for certain test runs in April and May 2021)for the government authority to carry outsafetyinspection.Duringthisperiod,theutilisationr
202、ateofouroreprocessingplantfellbyapproximately 28.6%to approximately 51.7%in FY2021 as compared to approximately 80.3%inFY2020.In addition,our gold production volume during FY2021 decreased by approximately 414.5 kgor 41.8%as compared to FY2020,which led to the decreases in our revenue of approximate
203、ly 31.3%and our profit for the year by approximately 48.7%in FY2021 as compared to FY2020.Further,the local government introduced safety requirements on strengthening the management ofsubcontracting works on mining activities,among others,mining activities shall be performed and/ormanaged by the min
204、e owner or a main contractor and prohibiting further outsourcing to subcontractorswithout proper qualification.Since we had already terminated substantially all of our mining workssubcontractors for the Songjiagou Open-pit Mine in September 2020 and the Songjiagou UndergroundMine in January 2021 and
205、 we substantially carried out all the mining works ourselves,there has been nomaterial impact on the introduction of the safety requirements to our business operation and we havecomplied with such requirements to ensure safety of our mines.Since we carried out the aforementionedmining works ourselve
206、s,the percentage of direct labour costs and subcontracting costs to sales(excluding the effect of increase in average selling price of gold bullion)decreased from approximatelySUMMARY 15 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECT
207、ION HEADED WARNING ON THECOVER OF THIS DOCUMENT.11.5%for FY2020 to approximately 9.5%for FY2021,representing an increase in gross profit margin ofapproximately 2.0%and net profit margin of approximately 1.5%.For further details,please see sectionheaded Business Impacts of the temporary suspension of
208、 mining operations in FY2021 in thisdocument.IMPACTS OF THE OUTBREAK OF COVID-19 PANDEMIC ON OUR BUSINESSWe have maintained a sound business performance during most of the time when there was anoutbreak of the COVID-19 pandemic in the PRC in 2020.Other than the temporary two-weekssuspension of our b
209、ack office administrative functions after the Chinese New Year holidays in February2020 during the initial stage of COVID-19 pandemic in the PRC,none of these measures implementedby the PRC government had negatively affected our business operations subsequently.In 2020,ourmonthly revenue continued t
210、o remain stable at approximately RMB26.7 million to RMB33.9 millionfrom March to December 2020,and we achieved a 57.5%year-on-year growth in our annual revenue forFY2020 as compared to the year ended 31 December 2019.Despite the regional outbreak of theOmicron variant which led to temporary lockdown
211、 measures implemented by the PRC government inmajor cities such as Shenzhen and Shanghai in 2022,similar lockdown measures were not implementedin Muping District of Yantai city of the Shandong Province and hence,our operations have not beenaffected.On 7 December 2022,the PRC government announced the
212、 nationwide relaxation of COVID-19restrictions and with effect from 8 January 2023,the quarantine requirements for both COVID-19patients and inbound travellers were abolished.During the Track Record Period and up to the LatestPracticable Date,trading activities on the Shanghai Gold Exchange had not
213、been suspended and werenot affected by the temporary lockdown measures implemented by the PRC government.Save as disclosed above,during the outbreak of COVID-19,we did not experience any disruptionin our business operations and supply chain(including the supply of raw materials used in our miningand
214、 processing operations)due to the outbreak of COVID-19,and there had been no loss of our majorcustomers and suppliers.For details of the impact of COVID-19 on our business,results of operation,cash flow and financial condition,please refer to the section headed Business Impacts of theoutbreak of COV
215、ID-19 pandemic on our business.RECENT DEVELOPMENTRecent financial and operational developmentsOur business model,revenue and cost structure remain unchanged after the Track Record Periodand hence our business remained stable which was in line with the past trends and our expectations.Since 1 July 20
216、23 and up to the Latest Practicable Date:.accordingtotheF&SReport,theaverageglobalgoldspotpriceincreasedfromapproximately US$1,798.9 per ounce in 2021 to US$1,801.3 per ounce in 2022 andincreased to US$1,917.0 per ounce in August of 2023 and further increased to US$1,958.2per ounce as at the Latest
217、Practicable Date;and the average gold spot price in the PRCSUMMARY 16 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.increased from approximately RMB374.3 per gram in 2021 to RMB392.1 pe
218、r gram in 2022and increased to RMB455.7 per gram in August 2023 and further increased to RMB471.9 pergram as at the Latest Practicable Date;.based on our management accounts for the four months ended 31 October 2023,our oremined volume,ore processed volume and gold sales volume during the four month
219、s periodamounted to approximately 800.5 kt,599.7 kt and 273.1 kg respectively,as compared toapproximately 677.4 kt,662.0 kt and 356.7 kg respectively for the four months ended 31October 2022.Our ore mined volume increased by approximately 18.2%during the fourmonths period as compared to the correspo
220、nding period in 2022 while there was a decrease inour gold sales volume in the four months period by approximately 23.4%,as compared to thecorresponding period in 2022 due to the decrease in gold production as a result of thedecrease in gold grade;.in September 2023,our Group obtained a 1-year bank
221、borrowing with a principal amount ofRMB30,000,000 which bears an interest at the rate of 3.77%per annum;and.our Group expects a decrease in forecasted profit in the year ending 31 December 2023notwithstanding the forecasted increase in average gold spot price mainly due to(i)implementation of the mi
222、ne optimisation plan in 2023 which led to the decrease of the goldgrade of our Songjiagou Open-Pit Mine,a decrease in total sales volume and a decrease ingross profit margin;and(ii)the increase in REDACTED.Recent regulatory developmentsOn 17 February 2023,the CSRC promulgated the Trial Administrativ
223、e Measures of the OverseasSecurities Offering and Listing by Domestic Companies(境內企業境外發行證券和上市管理試行辦法)and the Notice on the Administrative Filing Arrangement Concerning Overseas Offering andListing by Domestic Companies(關於境內企業境外發行上市備案管理安排的通知)(collectively,theOverseas Listing Trial Measures)and five su
224、pporting guidelines,which require indirect overseasREDACTED and REDACTED by PRC domestic companies to be subject to the CSRCs filingrequirement starting from 31 March 2023.The Overseas Listing Trial Measures will comprehensivelyimprove and reform the existing regulatory regime for overseas REDACTED
225、and REDACTED byPRC domestic companies and will regulate both direct and indirect overseas REDACTED andREDACTED by PRC domestic companies.According to the Overseas Listing Trial Measures,a PRCdomestic company seeking REDACTED and REDACTED securities in overseas market,eitherdirectly or indirectly as
226、defined in the Overseas Listing Measures,shall file with the CSRC and reportrelevant information.As advised by our PRC Legal Adviser,we are subject to the CSRC filing as the REDACTEDconstitutes an indirect overseas REDACTED and REDACTED by domestic companies under theOverseas Listing Trial Measures.
227、On 20 October 2023,the CSRC publicly informed us that they haveconfirmed the Companys overseas REDACTED and REDACTED information submitted to them,and therefore,we have completed the CSRC filing for application of REDACTED.No other approvalsfrom the CSRC are required to be obtained for the REDACTED,
228、according to our PRC Legal Adviser.Please refer to the sections headed Risk factors Risks relating to doing business in the PRC TheSUMMARY 17 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUME
229、NT.approval,filing or other requirements of the CSRC or other PRC government authorities may berequired under PRC laws and Regulatory overview Laws and regulations relating to overseassecurities REDACTED and REDACTED by domestic companies in this document for furtherinformation.No material adverse c
230、hangeAfter performing sufficient due diligence work which our Directors consider appropriate and afterdue and careful consideration,our Directors confirmed that,up to the date of this document,save for therecent developments as described above and the impact of the REDACTED on the financialperforman
231、ce of our Group for the year ending 31 December 2023,there has been no material adversechange in our financial or trading position,indebtedness,mortgage,contingent liabilities,guarantees orprospects since 30 June 2023,being the end date of the periods reported in the Accountants Report setout in App
232、endix I,and there is no event since 30 June 2023 that would materially affect the informationshown in the Accountants Report set out in Appendix I.REDACTED STATISTICSBased on anREDACTED ofREDACTEDper REDACTED,afterREDACTEDREDACTEDREDACTED of10%Based on theminimum indicativeREDACTED ofREDACTED perRED
233、ACTEDBased on themaximumindicativeREDACTED ofREDACTEDper REDACTEDREDACTED of ourShares(Note 1)REDACTEDREDACTEDREDACTEDUnaudited pro forma adjustednet tangible assets per Share(Note 2)REDACTEDREDACTEDREDACTEDNotes:1.The calculation of the market capitalisation of our Company is based on REDACTED Shar
234、es expected to be in issueimmediately following the completion of the REDACTED and the Capitalisation Issue but does not take into account ofany Shares which may be allotted and issued upon the exercise of the REDACTED and options which may be grantedunder the Share Option Scheme.2.The unaudited pro
235、 forma adjusted net tangible assets per Share as at 30 June 2023 is calculated after the adjustmentsreferred to in Appendix II to this document and on the basis that REDACTED Shares are expected to be in issueimmediately following the completion of the REDACTED and the Capitalisation Issue but does
236、not take into account ofany Shares which may be allotted and issued upon the exercise of the REDACTED and options which may be grantedunder the Share Option Scheme.SUMMARY 18 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED W
237、ARNING ON THECOVER OF THIS DOCUMENT.FUTURE PLANS AND REDACTEDThe aggregate REDACTED from the REDACTED,after deducting REDACTED fees andother estimated expenses in connection with the REDACTED,assuming that the REDACTED is notexercised and an REDACTED of REDACTED per REDACTED(being the REDACTED of th
238、eindicativeREDACTEDrangeofREDACTEDtoREDACTEDperREDACTED)willbeapproximately REDACTED,which will be applied as follows:Use of REDACTEDfrom the REDACTEDAmount ofREDACTEDfrom theREDACTEDAmount ofREDACTEDfrom theREDACTEDPercentage ofREDACTEDfrom theREDACTEDHK$millionRMB million%Further construction of m
239、ining infrastructureREDACTEDREDACTEDREDACTEDUpgrade of gold reservesREDACTEDREDACTEDREDACTEDSelective acquisitionsREDACTEDREDACTEDREDACTEDRepayment of existing bank loansREDACTEDREDACTEDREDACTEDWorking capitalREDACTEDREDACTEDREDACTEDTotalREDACTEDREDACTEDREDACTEDPlease refer to the section headed Fut
240、ure plans and REDACTED in this document for details.DIVIDENDAll dividends were declared to the then shareholders of our Company and of Yantai Zhongjia prorata in accordance with their shareholdings.In FY2020,Yantai Zhongjia declared dividends amounted toRMB20.0 million to its then shareholders,of wh
241、ich RMB5.0 million were declared and paid toDahedong and RMB15.0 million were declared to and settled with the capital injection from MajesticYantai BVI.In FY2021,our Company declared dividends of approximately RMB33.9 million to its thenshareholders of which were fully settled as at the Latest Prac
242、ticable Date.In the same year,YantaiZhongjia declared dividends amounted to RMB160.0 million to its then shareholders,of whichRMB40.0 million were declared and paid to Dahedong and RMB120.0 million were declared to MajesticYantai BVI.The dividend of RMB120.0 million declared to Majestic Yantai BVI h
243、as been settled in fullin September 2022.In FY2022,our Company declared and paid dividends of approximately RMB38.9million to our shareholders.As at the Latest Practicable Date,no other dividends have been declaredand paid by the companies now comprising our Group to their then shareholders.As at th
244、e LatestPracticable Dare,our Company did not have any dividend payables.Our Company does not have adividend policy or any pre-determined dividend distribution ratio.The declaration of dividends issubject to the discretion of our Board.Our Directors may recommend a payment of dividends in thefuture a
245、fter taking into account our operations and earnings,capital requirements and surplus,generalfinancial condition,contractual restrictions,capital expenditure and future development requirements,shareholders interests and other factors which they may deem relevant at such time.Any declarationSUMMARY
246、19 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.and payment of the dividends will be subject to the Articles of Association and the laws of the CaymanIslands.Any future declarations of
247、 dividends may or may not reflect our historical declarations ofdividends and will be at the absolute discretion of our Directors.Any dividends declared will be inRMB with respect to our Shares on a per share basis,and our Company will pay such dividends inRMB.SHAREHOLDER INFORMATIONImmediately afte
248、r the REDACTED(without taking into account any Shares which may be issuedpursuant to the exercise of the REDACTED or any options that may be granted under the Share OptionScheme)and the Capitalisation Issue,REDACTED of the issued share capital of our Company will beowned by Majestic Gold.In this reg
249、ard,Majestic Gold is our Controlling Shareholder within themeaning of the Listing Rules.Majestic Gold is a limited liability company organised and existing underthe laws of British Columbia,Canada,the shares of which have been listed on TSX Venture Exchange(stock code:MJS.V).Prior to the REDACTED,Ma
250、jestic Gold has been principally involved in theacquisition,exploration and development of mineral properties in Canada and Australia,as well as in thePRC through our Group.Following completion of the REDACTED,Majestic Gold will cease itsoperations in the PRC(other than by retaining a controlling in
251、terest in our Company),and principally beengaged in the acquisition,exploration and development of mineral properties in Canada and Australia.For further details,please see the section headed Relationship with our Controlling Shareholder inthis document.RISK FACTORSOur business is subject to a numbe
252、r of risks.Material risks we face include:(i)fluctuations in themarket price of gold,which may be caused by political tension or interest rate hikes;(ii)our businessexpansion plan may not achieve the intended economic benefits;(iii)our operations are subject to safetyinspection from government which
253、 may cause temporary suspension of our operations;(iv)failure toachieve our production estimates;(v)early termination or non-renewal of the leasing arrangements ofland and buildings by Dahedong could have a material adverse effect on our business,financialconditions and results of operations;(vi)una
254、ble to obtain,retain or renew government approvals,licencesandpermitsnecessaryforourbusinessoperations;and(vii)werelyonthird-partysubcontractors to conduct refining and logistics works.You should carefully consider the risk factorsset out in this document before you make a decision to REDACTED in th
255、e Shares.For furtherinformation and other risks that we face,please refer to the section headed Risk factors in thisdocument.PROPERTIES LEASED FROM DAHEDONGThe land on which our Songjiagou Open-Pit Mine is located,and the land and building for our oreprocessing plant are leased from Dahedong.Dahedon
256、g is a minority shareholder of our 75%-ownedsubsidiary,Yantai Zhongjia,which held 25%of the entire equity interest in Yantai Zhongjia,and is aSUMMARY 20 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF
257、THIS DOCUMENT.connected person.Our Executive Directors are of the views that the risk of early termination or non-renewal upon expiry of the lease period of such leases by Dahedong is remote because Dahedong,beingthe minority shareholder of Yantai Zhongjia,has vested economic interest to ensure Yant
258、ai Zhongjiaremains operational and profitable to generate returns to its shareholders(which include Dahedong).There are no other commercial reasons or benefits for Dahedong to early terminate or not to renew theleases as(i)Dahedong may be exposed to liabilities arising from claims by us for early te
259、rminationunder the lease agreement,(ii)Dahedong may face interruptions of its business operations and disputesfrom villagers who lost their livelihood if our operations are suspended,and(iii)Dahedong is not able touse the land for any other purposes other than for mining activities,and without the m
260、ining licence tooperate the mining land,Dahedong can have no other usage over such land and extract no commercialvalues out of such termination of lease arrangements.In particular,the Natural Resources Bureau hasprovided written confirmation that the parcels of land leased from Dahedong where our So
261、ngjiagouOpen-Pit Mine is located and where the ore processing plant is constructed have been categorised asmining land pursuant to the Third National Land Survey.For further details,please see paragraphheaded Business Properties Leased land and buildings Leases from Dahedong.NON-COMPLIANCESDuring th
262、e Track Record Period and up to the Latest Practicable Date,we had experienced certainnon-compliance incidents in the PRC in relation to(i)properties with defective titles;(ii)entering intonon-compliant bill arrangements;and(iii)under contribution of social insurance fund and housingprovident fund.P
263、lease refer to the sections headed Business Properties Properties with defectivetitles,Business Compliance with laws and regulations Non-compliant bill arrangements andBusiness Compliance with laws and regulations Non-compliance incidents in this document forfurther details.SUMMARY 21 THISDOCUMENTIS
264、INDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.In this document,unless the context otherwise requires,the following terms shall have thefollowing meanings:6M2022the six months ended 30 June 20226M2023
265、the six months ended 30 June 20231H2023the first half of year 20232H2023the second half of year 2023Accountants Reportthe accountants report of our Company,the text of which is setout in Appendix I to this documentaffiliate(s)anyotherperson(s),directlyorindirectly,controllingorcontrolled by or under
266、 direct or indirect common control withsuch specified personAFRCAccounting and Financial Reporting CouncilArticles of Association orArticlesthe amended and restated articles of association of our Company,conditionally adopted on.2023,which will take effect on theREDACTED,as amended,supplemented or o
267、therwise modifiedfrom time to time,a summary of which is set out in Appendix IVto this document,and as amended from time to timeassociate(s)or close associateshas the same meanings ascribed thereto under the Listing RulesBaiheng煙台市百恒金礦有限公司(YantaiBaihengGoldMineCo.Ltd.*),a limited liability company e
268、stablished in the PRC on 2June 1984 and is a connected person.As at the Latest PracticableDate,Baiheng was wholly-owned by SDZJBoard,Board of Directors orour Boardthe board of DirectorsBusiness Day or business dayany day(other than a Saturday,Sunday or public holiday in HongKong)on which licenced ba
269、nks in Hong Kong are generally openfor normal banking businessBVIthe British Virgin IslandsDEFINITIONS 22 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.REDACTEDREDACTEDCayman Companies
270、Act orCompanies Actthe Companies Act(As Revised)of the Cayman Islands,asamended,supplemented or otherwise modified from time to timeREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDCompanies(MiscellaneousProvisions)OrdinancetheCompanies(WindingUpandMiscellaneousProvisions)Ordinance(Chapter 32 of the
271、Laws of Hong Kong)as amended,supplemented or otherwise modified from time to timeCompanies Ordinancethe Companies Ordinance(Chapter 622 of the Laws of HongKong)as amended,supplemented or otherwise modified fromtime to timeCompany or our Company,us or wePersistenceResourcesGroupLtd(集海資源集團有限公司)(former
272、ly known as Majestic Yantai Gold Ltd.from 21 May2019 to 25 July 2019 and SINOGOLD Resources Holdings GroupCo.,Ltd.中金資源控股集團股份有限公司 from 26 July 2019 to11 May 2022),an exempted company incorporated in the CaymanIslands with limited liability on 21 May 2019 and registered as anon-Hong Kongcompany under
273、Part 16 of the CompaniesOrdinance on 11 November 2019Competent Person or SRKhas the same meaning ascribed thereto under Rule 18.01 of theListing Rules and,in the context of this document,means SRKConsulting China Ltd,an independent mining and geologicalconsultant,which is an Independent Third Partyc
274、onnected person(s)or coreconnected person(s)has the same meaning ascribed thereto under the Listing Rulesconnected transaction(s)has the same meaning ascribed thereto under the Listing RulesDEFINITIONS 23 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNC
275、TION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.Controlling Shareholderhas the same meaning ascribed thereto under the Listing Rulesand,in the context of this document,means Majestic GoldCorporate Governance Codethe Corporate Governance Code as set out in Appendix 14 to theListing
276、RulesCOVID-19coronavirus disease 2019,a disease caused by a novel virusdesignated as severe acute respiratory syndrome coronavirus 2Criminal LawtheCriminalLawofthePRC(中華人民共和國刑法),asamended,supplemented or otherwise modified from time to timeCADCanadian dollars,the lawful currency of CanadaCSRCthe Chi
277、na Securities Regulatory Commission(中國證券監督管理委員會),a regulatory body responsible for the supervision andregulation of the PRC national securities marketsDahedong煙台市大河東選礦有限公司(YantaiCityDahedongMineralProcessing Co.Ltd.*),a limited liability company established inthe PRC on 14 December 2009,a minority s
278、hareholder of YantaiZhongjia which held 25%of the entire equity interest in YantaiZhongjia,and is a connected person.As at the Latest PracticableDate,Dahedong was owned as to 50%by Mr.Kong Fanbo,andtheremainingequityinterestsheldinequalshareofapproximately 16.67%by each of(i)Mr.Kong Fanzhong;(ii)Mr.
279、Wang Lei;and(iii)SDZJDeed of Indemnitythe deed of indemnity dated.2023 and entered into by theControllingShareholder(asindemnifier)infavourofourCompany(forourselvesandastrusteeforeachofoursubsidiaries),particulars of which are set out in the sectionheadedStatutoryandgeneralinformationE.Otherinformat
280、ion 1.Estate duty,tax and other indemnity inAppendix V to this documentDeed of Non-competitionthe deed of non-competition undertaking dated.2023 executedby the Controlling Shareholder in favour of our Company(forourselvesandastrusteeforofeachofoursubsidiaries),particularsofwhicharesetoutinthesection
281、headedRelationship with our Controlling Shareholder Deed of Non-competition in this documentDirector(s)or our Director(s)the director(s)of our CompanyDEFINITIONS 24 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON
282、THECOVER OF THIS DOCUMENT.REDACTEDREDACTEDDr.ShaoDr.Shao Xuxin(邵緒新),an Executive Director,the chairman ofour Board and our chief executive officerREDACTEDREDACTEDEITthe PRC enterprise income taxEIT Lawthe Enterprise Income Tax Law of the PRC(中華人民共和國企業所得稅法),as amended,supplemented or otherwise modifi
283、edfrom time to timeEIT Regulationthe Regulation on the Implementation of the Enterprise IncomeTax Law of the PRC(中華人民共和國企業所得稅法實施條例),as amended,supplemented or otherwise modified from time totimeExecutive Director(s)the executive Director(s)Extreme Conditionsextreme conditions caused by a super typho
284、on as announced bythe Government of Hong KongF&S or Frost&SullivanFrost&Sullivan(Beijing)Inc.,Shanghai Branch Co.,a marketindustry consultant engaged by our Company to prepare the F&SReport and an Independent Third PartyF&S ReporttheindustryreportpreparedbyFrost&Sullivanandcommissioned by our Compan
285、y,the content of which is set outin the section headed Industry Overview of this documentREDACTEDREDACTEDFY2020the financial year ended 31 December 2020FY2021the financial year ended 31 December 2021FY2022the financial year ended 31 December 2022DEFINITIONS 25 THISDOCUMENTISINDRAFTFORM,INCOMPLETEAND
286、SUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.GDPgross domestic productREDACTEDREDACTEDGroup,our Group,we,our or usour Company and our subsidiaries or,where the context otherwiserequires,in respect of the period before our C
287、ompany became theholding company of our present subsidiaries,such subsidiaries asif they were our subsidiaries at the relevant time,and thebusinesses carried on by them or their predecessors(as the casemay be)REDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDRED
288、ACTEDREDACTEDREDACTEDHong Kong or HKthe Hong Kong Special Administrative Region of the PRCDEFINITIONS 26 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.REDACTEDREDACTEDHong Kong dollar(s
289、)or HK$Hong Kong dollar(s),the lawful currency of Hong KongREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDIASInternational Accounting StandardsIFRSInternational Financial Reporting Standards promulgated by theInternational Accounting Standards Board,IFRS includes IAS andinterpretati
290、onIndependent Non-ExecutiveDirector(s)our independent non-executive Director(s)Independent Third Party(ies)individual(s)or company(ies)who or which is or are independentof and not connected with(within the meaning of the ListingRules)any directors,chief executive,or substantial shareholdersof our Co
291、mpany or our subsidiaries or any of their respectiveassociatesDEFINITIONS 27 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.REDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACT
292、EDREDACTEDREDACTEDIssue Mandatethe general unconditional mandate given to our Board by theShareholders relating to allot,issue and deal with Shares,asummary of which is contained in the section headed Statutoryand general information A.Further information about ourGroup 6.Written resolutions of our
293、Shareholders passed on.in Appendix V to this documentLand Administration Lawthe Land Administration Law of the PRC(中華人民共和國土地管理法),as amended,supplemented or otherwise modified fromtime to timeDEFINITIONS 28 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUN
294、CTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.Latest Practicable Date15 November 2023,being the latest practicable date prior to theprinting of this document for the purpose of ascertaining certaininformation contained in this documentREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDA
295、CTEDREDACTEDREDACTEDM&A Rulesthe Rules on the Merger and Acquisition of Domestic Enterprisesby Foreign Investors(關於外國投資者併購境內企業的規定),asamended,supplemented or otherwise modified from time to timeMain Boardthe stock market(excluding the option market)operated by theStock Exchange which is independent f
296、rom and operated inparallel with GEM of the Stock ExchangeMajestic GoldMajestic Gold Corp.(formerly known as(i)Byron Resources Inc.from 30 October 1986 to 2 September 1992 and(ii)SelectVentures Inc.from 3 September 1992 to 2 December 1996),acompany incorporated under the laws of the province of Brit
297、ishColumbia,Canada with limited liability by shares on 30 October1986 and listed on the TSX Venture Exchange(stock code:MJS.V).As at the Latest Practicable Date,Majestic Gold has noultimatecontrollingshareholderandwasownedastoapproximately80.01%bypublicshareholderswhowereIndependent Third Parties,ap
298、proximately 16.34%by Mr.KongFanzhong and his child,Mr.Kong Ning(孔寧)collectively,approximately 3.64%by Mr.Wang Lei and approximately 0.01%by Mr.Mackie James Thomas,an Executive Director.MajesticGold is the Controlling Shareholder of our CompanyMajestic Yantai BVIMajestic Yantai Gold Ltd.,a company in
299、corporated under thelaws of the BVI with limited liability on 1 July 2004 and a directwholly-owned subsidiary of our CompanyDEFINITIONS 29 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.
300、MEEthe Ministry of Ecology and Environment of the PRC(中華人民共和國生態環境部),the successor of the former Ministry ofEnvironmental Protection of the PRC(中華人民共和國環境保護部)MEMthe Ministry of Emergency Management of the PRC(中華人民共和國應急管理部),thesuccessoroftheformerStateAdministration of Work Safety(國家安全生產監督管理總局)Memorand
301、um or Memorandumof Associationthe amended and restated memorandum of association of ourCompany approved and adopted on.2023,which will takeeffect on the REDACTED,a summary of which is set out in theparagraph headed 1.Memorandum of Association in AppendixIV to this document,and as amended from time t
302、o timeMIITthe Ministry of Industry and Information Technology of the PRC(中華人民共和國工業和信息化部)MNRthe Ministry of Natural Resources of the PRC(中華人民共和國自然資源部),the successor of the former Ministry of Land andResources of the PRC(中華人民共和國國土資源部)MOFthe Ministry of Finance of the PRC(中華人民共和國財政部)MOFCOMthe Ministry
303、of Commerce of the PRC(中華人民共和國商務部)MOHRSSthe Ministry of Human Resources and Social Security of the PRC(中華人民共和國人力資源社會保障部)MOHURDthe Ministry of Housing and Urban-Rural Development of thePRC(中華人民共和國住房和城鄉建設部)Mr.Kong FanboMr.Kong Fanbo(孔凡波),a director of Yantai Zhongjia,themajor shareholder of Dahedong,a
304、n indirect shareholder of SDZJand Baiheng,the brother of Mr.Kong Fanzhong and the brother-in-law of Mr.Wang LeiMr.Kong FanzhongMr.KongFanzhong(孔凡忠),aformerdirectorofYantaiZhongjia,the indirect major shareholder of SDZJ and Baiheng,the brother of Mr.Kong Fanbo and the brother-in-law of Mr.Wang Lei.As
305、 at the Latest Practicable Date,Mr.Kong Fanzhongand his child,Mr.Kong Ning(孔寧)held an aggregate ofapproximately 16.34%equity interest in Majestic GoldDEFINITIONS 30 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON
306、THECOVER OF THIS DOCUMENT.Mr.Wang LeiMr.Wang Lei(王磊),the deputy general manager of YantaiZhongjia,a shareholder of Dahedong and the brother-in-law ofMr.Kong Fanbo and Mr.Kong Fanzhong.As at the LatestPracticable Date,Mr.Wang Lei held approximately 3.64%equityinterest in Majestic GoldNDRCthe National
307、 Development and Reform Commission of the PRC(中華人民共和國國家發展和改革委員會)NI 43-101NationalInstrument43-101StandardsofDisclosureforMineral Projects,the primary rule governing mineral propertydisclosure under Canadian securities laws,which was initiallyenacted in February 2001 and most recently revised in June
308、 2011,and adopted the CIM Definition Standards for estimation ofMineral Resources and Mineral ReservesREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDDEFINITIONS 31 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON
309、THECOVER OF THIS DOCUMENT.REDACTEDREDACTEDPBOCthe Peoples Bank of China(中國人民銀行),the central bank ofChinaPRC or Chinathe Peoples Republic of China,and for the purpose of thisdocument,and unless otherwise indicated,shall exclude HongKong,Macau Special Administrative Region of the PRC andTaiwanPRC Comp
310、any Lawthe Company Law of the PRC(中華人民共和國公司法),asamended,supplemented or otherwise modified from time to timePRC GAAPgenerally accepted accounting principles in the PRCPRC Government or Statethe central government of the PRC,including all governmentalsub-divisions(such as provincial,municipal and oth
311、er regional orlocal government entities)and instrumentalities thereof or,wherethe context requires,any of themPRC Legal AdvisersJincheng Tongda&Neal Law Firm Shenzhen Office,being thelegal advisers to our Company as to the PRC lawPRC Mineral Resources Lawthe Mineral Resources Law of the PRC(中華人民共和國礦
312、產資源法),as amended,supplemented or otherwise modified fromtime to timePRC Negotiable InstrumentsLawthe Negotiable Instruments Law of the PRC(中華人民共和國票據法),as amended,supplemented or otherwise modified fromtime to timeREDACTEDREDACTEDDEFINITIONS 32 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEAN
313、DTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.REDACTEDREDACTEDREDACTEDREDACTEDQingjia煙台慶佳建材有限公司(Yantai Qingjia Construction MaterialsCo.,Ltd*),a limited liability company established in the PRC on13 September 2017,and is a connected person.A
314、s at the LatestPracticableDate,Qingjiawaswholly-ownedbyMr.KongFanqiang(孔凡強),who is the brother of Mr.Kong Fanbo andMr.Kong Fanzhong and the brother-in-law of Mr.Wang LeiRegulation SRegulation S under the U.S.Securities ActREDACTEDREDACTEDRemaining GroupMajesticGoldanditssubsidiariesaftercompletionof
315、theREDACTED,which excludes our GroupReorganisationthe corporate reorganisation arrangement undergone by our Groupin preparation for the REDACTED,details of which are set outin the section headed History,Reorganisation and corporatestructure Reorganisation of this documentRepurchase Mandatethe genera
316、l unconditional mandate given to our Board by theShareholders relating to the repurchase of Shares,a summary ofwhich is contained in the section headed Statutory and generalinformation A.Further information about our Group 6.WrittenresolutionsofourShareholderspassedon.inAppendix V to this documentRi
317、chards ResourceRichards Resource Technologies Inc.(formerly known as DoubleGain Investment Limited),a company incorporated under the lawsof the BVI with limited liability on 18 March 1999,an existingShareholderwhichwillholdapproximatelyREDACTED%interestinourCompanyuponthecompletionoftheReorganisatio
318、n,theREDACTEDandtheREDACTED(assuming the REDACTED is not exercised).As at the LatestPracticable Date,Richards Resource is wholly-owned by Ms.Cheung Yuen Man,RosaDEFINITIONS 33 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED
319、WARNING ON THECOVER OF THIS DOCUMENT.RMBRenminbi,the lawful currency of the PRCREDACTEDREDACTEDSAFEthe State Administration of Foreign Exchange of the PRC(中華人民共和國國家外匯管理局)SAMRthe State Administration for Market Regulation of the PRC(中華人民共和國國家市場監督管理總局),the successor of the formerState Administration f
320、or Industry and Commerce of the PRC(中華人民共和國國家工商行政管理總局)SATthe State Taxation Administration of the PRC(中華人民共和國國家稅務總局)SDZJ山東中嘉礦業集團有限公司(Shandong Zhongjia Mining GroupCo.,Ltd.*)(formerly known as 山東中嘉礦業有限公司(ShandongZhongjia Mining Co.,Ltd.*)(from 23 April 2021 to 28 February2022),a limited liability com
321、pany established in the PRC on 23April 2021,and is a connected person.As at the Latest PracticableDate,SDZJ was owned by(i)山東文豐和投資有限公司,a companywholly-owned by Mr.Kong Fanzhong,as to approximately 53.9%;(ii)煙台鑫山投資有限公司,a company wholly-owned by Mr.KongFanbo,as to approximately 23.1%;(iii)山東輝茂晟投資有限公司(
322、Shandong Huimaosheng Investment Co.,Ltd.*),a company wholly-ownedbyZouHonghai,anIndependentThirdParty,astoapproximately 20.0%;and(iv)山東招金集團招遠黃金冶煉有限公司(Shandong Zhaojin Group Zhaoyuan Gold Smelting Co.,Ltd.*),acompany indirectly wholly-owned by PRC government authorities,as to approximately 3.0%SFCthe
323、 Securities and Futures Commission of Hong KongSFOthe Securities and Futures Ordinance(Chapter 571 of the Laws ofHong Kong),as amended,supplemented or otherwise modifiedfrom time to timeDEFINITIONS 34 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION
324、 WITH THE SECTION HEADED WARNING ON THECOVER OF THIS DOCUMENT.Shandong Guodaa group of companies comprises 山東國大黃金股份有限公司(ShandongGuodaGoldCo.,Ltd*)anditswholly-ownedsubsidiaries,煙台國大貴金屬冶煉有限公司(YantaiGuodaPrecious Metal Smelting Co.,Ltd*)and 煙台國大貿易有限公司(Yantai Guoda Trading Co.,Ltd.*),all of which are e
325、stablished inthePRCinJanuary1999,October2004andApril2022,respectively.Shandong Guoda is one of our major customers andfive largest subcontractors during the Track Record Period,and isan Independent Third PartyShandong Humon山東恆邦冶煉股份有限公司(Shandong Humon Smelting Co.,Ltd*),a company established in the P
326、RC in February 1994,oneof our major customers and five largest subcontractors during theTrack Record Period,and is an Independent Third PartyShanghai Gold ExchangeShanghai Gold Exchange(上海黃金交易所),approved by theState Council and founded by the PBOC,which organises goldtransactionsinChinaandperformsre
327、gulatedfunctionsasstipulatedbytheapplicablePRCrulesandregulations,asamended from time to timeShare(s)ordinary share(s)with a nominal or par value of HK$0.01 each inthe share capital of our CompanyShare Option Schemethe share option scheme conditionally approved and adopted byour Company on.2023,the
328、principal terms of which aresummarised in the paragraph headed Statutory and generalinformation D.Share option scheme in Appendix V to thisdocumentShareholder(s)holder(s)of the Share(s)from time to timeSole Sponsor or InnovaxCapitalInnovax Capital Limited,a corporation licenced to carry out Type1(de
329、aling in securities)and Type 6(advising on corporatefinance)regulated activities under the SFO,appointed as the solesponsor to the REDACTEDSongjiagou Open-Pit Minean open-pit gold mine located in the Muping District on theJiaodong Peninsula of the Shandong Province,the PRC in whichour Group holds th
330、e entire interest through our 75%-ownedindirect subsidiary,Yantai Zhongjia,the details of which are setout in the SRK Report in Appendix III to this documentDEFINITIONS 35 THISDOCUMENTISINDRAFTFORM,INCOMPLETEANDSUBJECTTOCHANGEANDTHEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARN
331、ING ON THECOVER OF THIS DOCUMENT.Songjiagou Underground Minean underground gold mine located in the Muping District on theJiaodong Peninsula of the Shandong Province,the PRC,in whichour Group holds the entire interest through our 75%-ownedindirect subsidiary,Yantai Zhongjia,the details of which are
332、setout in the SRK Report in Appendix III to this documentSRK Report or CompetentPersons ReporttheCompetentPersonsreportpreparedbySRKontheSongjiagou Open-Pit Mine and the Songjiagou UndergroundMine,the effective date of which is 30 June 2023 and details ofwhich are set out in the section headed SRK R
333、eport inAppendix III to this documentREDACTEDREDACTEDState Councilthe State Council of the PRC(中華人民共和國國務院)REDACTEDREDACTEDStock ExchangeThe Stock Exchange of Hong Kong Limitedsubsidiary(ies)has the meaning ascribed thereto under the Listing Rulessubstantial Shareholder(s)has the meaning ascribed thereto under the Listing RulesTakeovers Codethe Code on Takeovers and Mergers issued by the SFC,asamen
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