Annual Report 2024

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# Annual Report 2024

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# Annual Report 2024
2024 2024
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Content
2 Corporate Information
3 Management Discussion and Analysis
17 Corporate Governance Practices
18 Other Information
21 Condensed Consolidated Statement of
Profit or Loss and Other Comprehensive Income
22 Condensed Consolidated Statement of Financial Position
24 Condensed Consolidated Statement of Changes in Equity
25 Condensed Consolidated Statement of Cash Flows
26 Notes to the Condensed Consolidated Financial Statements
Corporate Information
DIRECTORS REGISTERED OFFICE
Executive Directors: Harneys Fiduciary (Cayman) Limited
Gao Mingqing (Chairman, Chief Executive Officer) 4th Floor, Harbour Place
Li Feilong (appointed on 6 August 2024) 103 South Church Street
Liu Zhichun P.O. Box 10240
Wang Renxiang Grand Cayman, KY1-1002
Wang Nan Cayman Islands
Independent non-executive Directors: CAYMAN ISLANDS SHARE REGISTRAR
Tsang Wai Hung AND TRANSFER OFFICE
Wong Chi Ming Ming Maples Fund Services (Cayman) Limited
Wang Xin PO Box 1093, Boundary Hall
Cricket Square Grand Cayman KY1-1102
AUDIT COMMITTEE Cayman Islands
Tsang Wai Hung (Chairman)
Wong Chi Ming Ming HONG KONG BRANCH SHARE REGISTRAR
Wang Xin Tricor Investor Services Limited
17/F, Far East Finance Centre
REMUNERATION COMMITTEE 16 Harcourt Road
Wong Chi Ming Ming (Chairman) Hong Kong
Liu Zhichun
Wang Xin AUDITOR
Deloitte Touche Tohmatsu
NOMINATION COMMITTEE Certified Public Accountants
Tsang Wai Hung (Chairman) 35/F One Pacific Place
Wong Chi Ming Ming 88 Queensway
Wang Xin Hong Kong
COMPANY SECRETARY LEGAL ADVISER
Wong Chi Wah (HKICPA, FCCA) as to Hong Kong Law
Dentons Hong Kong LLP
HEADQUARTER AND PRINCIPAL PLACE 3201 Jardine House
OF BUSINESS IN THE PRC 1 Connaught Place Central
Xinzhuang Township Yifeng County Hong Kong
Jiangxi Province
PRC PRINCIPAL BANKER
Bank of China, Yifeng Branch
PRINCIPAL PLACE OF BUSINESS 239 Xinchang West Street
IN HONG KONG Yifeng County
Unit 1, 28/F Jiangxi Province
Singga Commercial Centre PRC
144-151 Connaught Road West
Hong Kong STOCK CODE
3939
COMPANY WEBSITE
www.wgmine.com
2 Wanguo International Mining Group Limited Interim Report 2024
Management Discussion and Analysis
BUSINESS REVIEW
Wanguo Gold Group Limited (formerly known as Wanguo International Mining Group Limited) (the “Company”) and its
subsidiaries (collectively referred to as the “Group”) is principally engaged in the business of mining, ore processing and
sale of concentrates products in the PRC and Solomon Islands.
Currently, we, through our wholly-owned subsidiaries, own the entire equity interest in Jiangxi Province Yifeng Wanguo
Mining Company Limited (“Yifeng Wanguo”) which in turn owns the Xinzhuang copper-lead-zinc mine, an operating mine
located in Jiangxi Province, the PRC (“Xinzhuang Mine”) in which we conduct underground mining. The Xinzhuang Mine
has a substantial volume of non-ferrous polymetallic mineral resources. Products of our Group primarily include copper
concentrates, iron concentrates, zinc concentrates, sulfur concentrates, lead concentrates as well as by-products of gold and
silver.
The Group has, on 13 July 2017, completed acquisition of 51% attributable interest of Xizang Changdu County Dadi Mining
Company Limited (“Xizang Changdu”), which owns the lead-silver mine in Walege of Changdu Country, the PRC (“Walege
Mine”) in which we may further exploit for open-pit and underground mining. The Walege Mine has a significant volume of
mineral resources of lead and silver.
In addition, the Group has on 30 April 2020, completed acquisition of 77.78% interest of AXF Gold Ridge Pty Limited,
which owns 90% interest of a gold ridge mine located in the Solomon Islands (“Gold Ridge Mine”) in which we may further
exploit for open-pit and underground mining. The Gold Ridge Mine has a substantial volume of mineral resources of gold.
Operating performance
The following tables set forth the volume of respective products sold at the Xinzhuang Mine and Gold Ridge Mine during the
six months ended 30 June 2024 compared to the corresponding period in 2023.
Xinzhuang Mine
Six months ended 30 June
2024 2023
Type of products sold Volume Volume Changes
(tonnes) (tonnes) (approximate %)
Copper in copper concentrates 1,829 1,338 36.7
Zinc in zinc concentrates 3,022 3,728 (18.9)
Iron concentrates 37,980 38,295 (0.8)
Sulfur concentrates 120,719 116,626 3.5
Lead in lead concentrates 606 734 (17.4)
Sulfur and iron concentrates 31,759 16,794 89.1
Gold in concentrates (kg) 90 95 (5.3)
Silver in concentrates (kg) 4,379 4,780 (8.4)
Copper in concentrates (kg) 191 139 37.4
Zinc in concentrates (kg) – 286 (100)
Gold Ridge Mine
Six months ended 30 June
2024 2023 Changes
Type of products sold Volume Volume (approximate %)
Gold Doré (kg) 715 608 17.6
Gold Concentrates (tonnes) 22,256 8,448 163.4
Wanguo International Mining Group Limited Interim Report 2024 3
Management Discussion and Analysis
The following table sets forth the volume of ores mined and processed at our Xinzhuang Mine and Gold Ridge Mine during
the six months ended 30 June 2024 and 2023 respectively.
Xinzhuang Mine Gold Ridge Mine
Six months ended 30 June Six months ended 30 June
2024 2023 2024 2023
Volume Volume Changes Volume Volume Changes
(tonnes) (tonnes) (approximate %) (tonnes) (tonnes) (approximate %)
Volume of ores mined 522,581 491,437 6.3 442,443 613,655 (27.9)
Volume of ores processed 524,522 481,598 8.9 1,137,256 721,269 57.7
During the six months ended 30 June 2024, Xinzhuang Mine increased mining and processing of copper-iron ores in order to
cope with the increase in copper price.
For the six months ended 30 June 2024, the mining activities in Gold Ridge Mine were interrupted by frequent rainfalls. Gold
Ridge Mine continued to ramp up its processing capacity, resulted in increase in volume of ores processed during the six
months ended 30 June 2024.
EXPANSION IN EXISTING MINES
Xinzhuang Mine
We had completed our expansion plan as disclosed in the prospectus of the Company dated 28 June 2012 in Xinzhuang Mine,
reaching 600,000 tpa in both mining capacity and processing capacity. We are now in the progress of upgrading its capacity
to 900,000 tpa.
During the six months ended 30 June 2024, the underground mining activities in Xinzhuang Mine suspended temporarily for
a short period of time due to outbreak of a severe fire in Xin Yu（新余）and convening of National People’s Congress and
Chinese People’s Political Consultative Congress, Xinzhuang Mine arranged proper maintenances and safety checks during
these periods.
Walege Mine
During the first half of 2023, the Group arranged timely reporting and workload disclosure for exploration license
maintenances and extension purpose. The Group arranged external consultant to carry out samples collection in respect of
groundwater, air and soil at the mine site. The Group also communicated with local government, the community and the
relevant Political and Legal Committee of the Mine located to promote the review of the report on the evaluation of the social
stability.
Gold Ridge Mine
The Group, through our wholly-owned subsidiaries, own 70% of equity interest in the Gold Ridge Mine which has a
substantial volume of gold mineral resources and commenced trial production last year.
Flotation production is close to reaching its design capacity and completing the trial production phase. Plant modification
and upgrade continued to improve the metallurgy process. Installation of additional crushing, grinding and Knelson gravity
circuits is ongoing and now expected to be operational by September 2024. Construction of the tailings dry stack facility
is now complete, with the first phase completed and operational in 2023, and the second phase is being tested for trial
production.
4 Wanguo International Mining Group Limited Interim Report 2024
Management Discussion and Analysis
CHANGE OF COMPANY NAME
Following the passing of the special resolution in relation to the proposed change of the Company name by the shareholders
at the extraordinary general meeting held on 6 August 2024 (“EGM”), the English name of the Company has been changed
from “Wanguo International Mining Group Limited” to “Wanguo Gold Group Limited”, and the Chinese name of the
Company has been changed from “萬國國際礦業集團有限公司” to “萬國黃金集團有限公司”.
Reason for change of Company Name
On 30 April 2020, the Group completed the acquisition of 77.78% interest of AXF Gold Ridge Pty Limited, which owns 90%
interest of the Gold Ridge Mine. The Group developed the gold mine (Gold Ridge Mine) which has been in trial production
since November 2022. Gold Ridge Mine produces gold doré and gold concentrate. Flotation concentrate production has been
steadily ramping up during this trial production phase. Plant modification and upgrade continued to increase processing
capacity and improve metallurgical recovery. Installation of additional crushing, grinding and Knelson gravity circuits is
expected to complete by October 2024. Construction of the tailings dry stack facility is progressing well, with the first phase
completed and operational in 2023, and the second phase expected to be completed in 2024.
For the year ended 31 December 2023 and the six months ended 30 June 2024, sale of gold doré and gold concentrate have
already accounted for more than 50% of the Group’s revenue and gross profit. As the exploration programs continue to
progress and production process continue to improve at the Gold Ridge Mine, the Group expects gold mining and processing
will become the major revenue and profit contributor of the Group in the near future.
In light of the above, the Board considers the new Company name better reflects the strategy and future development of the
Group. The Board believes that the proposed new name of the Company is more consistent with the Group’s future business
development, and can provide the Group with appropriate corporate identity and image.
The Company is now carrying out all necessary filing procedures in the Cayman Islands and Hong Kong as soon as
practicable. The stock code of the Company on the Stock Exchange remains unchanged as “3939”. The Company will make
further announcement(s) in respect of, among others, the new stock short name of the Company under which the shares will
be traded on the Stock Exchange in accordance with the Listing Rules as and when appropriate.
Please refer to the announcement of the Company dated 8 August 2024 for details.
Wanguo International Mining Group Limited Interim Report 2024 5
Management Discussion and Analysis
ACQUISITION OF 20.22% IN AXF GOLD RIDGE LIMITED
On 9 August 2024, the Company entered into a sale and purchase agreement with Golden Crane Holdings Limited (“Golden
Crane”) and Prominence Investment Holding Limited (“Prominence Investment”) (collectively referred as “Vendors”),
pursuant to which, the Company has conditionally agreed to acquire and Golden Crane and Prominence Investment have
conditionally agreed to sell 2,022 shares of AXF Gold Ridge Limited (the “Target Company”), representing 20.22%
share capital of the Target Company, at a consideration of approximately HK$732.6 million, which will be settled by the
allotment and issue of the 90,227,200 new shares by the Company to the Vendors at the price of HK$8.12 per new share (the
“Acquisition”).
The Target Company is a company incorporated in Western Australia which holds 90% equity interest of Australian Solomons
Gold Pty Ltd (“ASG”), a company incorporated in Queensland, Australia, and is engaged in investment holding. The Target
Company is a subsidiary of the Company. ASG, incorporated in Queensland, Australia, is an investment ho

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