CGG:CC - China Gold International Announces Board and Executive Changes

(TheNewswire)

VA NCOU VE R – TheNewswire - October 27 , 202 2 - C h i n a G o l d I n t e rn a ti o na l R es o u r c es C o rp . L t d . (TSX:CGG) (“ C h i n a G o ld I n t e r na t i ona l ” o rt h e “ C o m p a n y ” ) announcesthat it is making following changes to its Board and seniormanagement:

• Mr. Liangyou Jiang has informed the Board that he isresigning as Executive Director, Chairman and Chief Executive Officer( CEO ”)of the Company with effect from 27 October2022 . Mr. Jiang will assume a key role at andfocus on China National Gold Group ( CNG ”) which owns a40.01% interest of the Company.

Mr. Jiang has served as the Company’s CEO since 2018and Chairman since 2020. Previously?Mr. Jiang served as GeneralManager, and later, as Chairman of Tibet Huatailong Mining DevelopmentCorp. Ltd. (“ Huatailong ”), the Company’s wholly-ownedsubsidiary which owns the Jiama Copper Gold Poly-metallic Mine. UnderMr. Jiang's leadership, the Company achieved a number of key growthmilestones. The Company has achieved its best ever operation results,the financial performance of the Company has continued to improve, andthe market capitalization has also risen substantially. The Companyhas proven to be a solid mining enterprise in terms of assets qualityand growth potential. Mr. Jiang upheld and championed the Company’sbelief in value creation and returns to shareholders, making theCompany’s first dividend payment in its records for the fiscal yearof 2020, winning the attention and recognition of the market.

Mr. Jiang confirmed that he had no disagreement withthe Board and there was no matter relating to his resignation thatwould need to be brought to the attention of the shareholders of theCompany (the “ Shareholders ”) or The Stock Exchange of HongKong Limited (the “ StockExchange ”).

The Company would like to thank Mr. Jiang for hisdedication and significant contributions to China Gold International.With the solid foundation built during Mr. Jiang’s tenure of theoffice, the Company’s new management will strive for continuedgrowth.

• Mr. Shiliang Guan has also resigned from his role ofexecutive Director, Vice President of the Company and Member ofHealth, Safety and Environmental Committee witheffect from 27 October 2022 , to devote hisenergy to the role of vice president of China National Gold Group HongKong Limited ( CNGHK ”).

Mr. Guan confirmed that he had no disagreement with theBoard and there was no matter relating to his resignation that wouldneed to be brought to the attention of the Shareholders or the StockExchange.

The Company wishes to express its gratitude to Mr. Guanfor his service to the Company during his tenure, especially thecontribution to Jiama Phase II construction, commissioning and rampingup to its full production.

• The Board is delighted to appoint Mr. Junhu Tong, acurrent Director of the Company, as Chairman and CEO. Mr. Tong is re-designated from non-executive Director of theCompany to executive Director of the Company with effect from 27 October 2022 Mr.Tong will be subject to retirement and re-election at the next annualgeneral meeting of the Company, pursuant to the articles ofassociation of the Company and not entitled to any emolument.

Mr. Tong, aged 59, has over 30 years of experience inthe mining sector, including experience in business development,merger and acquisition, project management, technical advisory andmanagement of mining operations. Mr. Tong currently serves as GeneralManager of CNG HK since December 2021. Since July 2009, Mr. Tong hasserved in variety of senior executive roles with CNG with proven trackrecords. Mr. Tong took a leading role or participated in successfulacquisitions and transactions of over 5 large scale mining projects inCentral Asia, Africa and China and serves as Chairman of one of thoseCNG-acquired projects to oversight its operation. Prior to his joining CNG, Mr. Tong served as Director andmanagement in several mining companies, and he has extensiveexperiences in directorial and senior management.

Mr. Tong has intimate knowledge about the Company as aDirector, he also has maintained good working relationships in miningindustry, and with financial institutions and regulators both in Chinaand internationally.

Mr. Tong holds a Master's degree in Mining Engineeringfrom Beijing Science and Technology University and Bachelor degree inMining Engineering from Chongqing University. Mr. Tong is a seniormining engineer accepted as Qualified Person (QP) as defined byInstitute of Mining and Metallurgy, Australia.

Save as disclosed above, Mr. Tong did not hold anydirectorship in any listed public company in the last three years, nordoes he hold any position with the Company or other members of theGroup. As of the date of this announcement and save as disclosedabove, Mr. Tong does not have any relationships with directors, seniormanagement, substantial or controlling shareholders of theCompany.

As at the date of this announcement, Mr. Tong does nothave any interests in the shares of the Company within the meaning ofPart XV of the Securities and Futures Ordinance.

Save for the information set out above, there is noother information to be disclosed pursuant to any of the requirementsof Rule 13.51(2)(h) to (v) of the Listing Rules nor are there othermatters that need to be brought to the attention of the Shareholdersin relation to the appointment of Mr. Tong as a Director.

Mr. Tong will assume the roles of both the Chairman andCEO of the Company following the resignation of Mr. Jiang from bothroles. Pursuant to code provision C.2.1 of the Corporate GovernanceCode in Appendix 14 to the Rules Governing the Listing of Securitieson the Stock Exchange (the “ Listing Rules ”) andNational Instrument 58-101 of the Canadian Securities Administrators,the role of chairman and the Chief Executive Officer should not beperformed by the same individual. However, the Board believes that Mr.Tong is familiar with the Company’s business operation and hassuperior knowledge and experience of the Company’s business as CEO,and vesting the roles of both Chairman and CEO in the same person hasthe benefit of ensuring consistent leadership with the Company andimproving the efficiency of overall strategic planning for theCompany. Under the supervision of the Boardwhich comprises of four executive Directors, one non-executiveDirector and four independent non-executive Directors (“ INED ”), the Board is appropriately structured with balance of powerto provide sufficient checks to protect the interests of the Companyand the Shareholders. Further, the Company established the role of‘Lead Independent Director’ and Mr. Y.B. Ian He was appointed asLead INED as of 13 November 2018 concurrently with Mr. Jiang beingappointed as Chair. The role of Lead INED was created to liaise withChairman and CEO on behalf of the INEDs and advise the Board onmatters where there may be an actual or perceived conflict of interestto ensure the best possible operation of the Board in accordance withthe best corporate governance practices.

• Mr. Yuanhui Fu has been appointed as executive Directorand Vice President of the Company to fill the vacancy for the positionof executive Director following Mr. Guan’s resignation with effect from 27 October 2022 . Mr.Fu will be subject to retirement and re-election at the next annualgeneral meeting of the Company, pursuant to the articles ofassociation of the Company and not entitled to any emolument.

Mr. Fu, aged 43, is a senior geologist and has over 18years of experience in the mining industry. Since December 2021, hehas served as Chairman of Tibet Huatailong. From 2018 to 2021, Mr. Fuserved as Deputy Manager of the Mineral Resources & InternationalCooperation Department of CNG. From 2014 to 2018 Mr. Fu was DeputyManager of CNG’s Resource Company Ltd. and Chairman of AOYOUTEMining Ltd., Wulantaolegai Mining Ltd., Xingyuan Non-Ferrous MetalLtd. and Daolundaba Copper Ltd. Mr. Fu was deputy manager of TibetHuatailong between 2012 and 2014. Before 2012, Mr. Fu also held a keyrole in Strategic Development Department in CNG.

Mr. Fu holds Master degree in geochemistry from ChinaUniversity of Geosciences (Beijing) and Bachelor degree of ResourceExploration & Engineering.

As of the date of this announcement, Mr. Fu does nothave any interests in the shares of the Company within the meaning ofPart XV of the Securities and Futures Ordinance.

Save as disclosed above, Mr. Fu did not hold anydirectorship in any listed public company in the last three years, nordoes he hold any position with the Company or other members of theCompany and its subsidiaries (the “ Group ”). As of thedate of this announcement and save as disclosed above, Mr. Fu does nothave any relationships with Directors, senior management, substantialor controlling shareholders of the Company.

Save for the information set out above, there is noother information to be disclosed pursuant to any of the requirementsof Rule 13.51(2)(h) to (v) of the Rules Governing the Listing ofSecurities on the Stock Exchange (“ Listing Rules ”) norare there other matters that need to be brought to the attention ofthe Shareholders in relation to the appointment of Mr. Fu as aDirector of the Company (a “ Director ”).

• Mr. Wanming Wang has been appointed as non-executiveDirector to fill the vacancy for the position of Director followingMr. Jiang’s resignation with effect from 27October 2022 . Mr. Wang will be subject toretirement and re-election at the next annual general meeting of theCompany, pursuant to the articles of association of the Company. andnot entitled to any emolument.

Mr. Wang, aged 56, has 35 years of experience infinance and financial administration. Currently he is General Managerof the financial department in CNG HK since October 2018. In the pastthree decades, Mr. Wang has also served as head of finance departmentsboth at the CNG's head office and its subsidiaries withresponsibilities including asset management, capital management,budgeting, accounting as well as asset securitization. Mr. Wang servedas member of Board of Supervisors in following companies: TibetHuatailong since 2020, Tibet Jia Ertong Mining Development Co. Ltd.since 2020. Mr. Wang also served director of Board in SoremiInvestments Ltd. since 2017, CNG Buqiuke Ltd. since 2019 and ZhongxinInternational Financial Leasing Co. Ltd. since 2016.

Mr. Wang is a senior accountant and holds MBA degreefrom Asia International Open University.

Save as disclosed above, Mr. Wang did not hold anydirectorship in any listed public company in the last three years, nordoes he hold any position with the Company or other members of theGroup. As of the date of this announcement and save as disclosedabove, Mr. Wang does not have any relationships with Directors, seniormanagement, substantial or controlling shareholders of theCompany.

As at the date of this announcement, Mr. Wang does nothave any interests in the shares of the Company within the meaning ofPart XV of the Securities and Futures Ordinance.

Save for the information set out above, there is noother information to be disclosed pursuant to any of the requirementsof Rule 13.51(2)(h) to (v) of the Listing Rules nor are there othermatters that need to be brought to the attention of the Shareholdersin relation to the appointment of Mr. Wang as a Director.

The Board has the confidence that the appointment ofChairman and CEO and other directors and executives will deliver asmooth leadership transition, enabling the Company to focuscontinuously on achieving its long-term growth strategies.

The Board confirms that there are no other matters thatneed to be brought to the attention of the Shareholders in connectionwith the resignation of the Directors, the appointment of theDirectors and the change of relevant positions.

Following the resignation of Mr. Jiang and Mr. Guan,Mr. Tong resigns as a member of the Nominating and CorporateGovernance Committee of the Board, Mr. Fu is appointed as a member ofthe Health, Safety and Environmental Committee of the Board and Mr.Wang is appointed as a member of the Nominating and CorporateGovernance Committee of the Board.

About China GoldInternational Resources

China Gold International Resources is a gold and basemetal mining company incorporated in BC, Canada and operates twomines, the CSH Gold Mine in Inner Mongolia, China and the JiamaCopper-Gold Polymetallic Mine in Tibet, China. The Company’sobjective is to build shareholder value through growing production atits current mining operations, expanding its resource base, andacquiring and developing new projects internationally. The Company islisted on the Toronto Stock Exchange (TSX: CGG) and the Main Board ofThe Stock Exchange of Hong Kong Limited (HKEx: 2099).

For further information on the Company, please refer toSEDAR’s website at www.sedar.com, The Stock Exchange of Hong KongLimited’s website at www.hkex.com.hk, the Company's website atwww.chinagoldintl.com, or call the Company at +1-604-609-0598 andemail to info@chinagoldintl.com.

Cautionary NoteAbout Forward-Looking Statements

Certain information regarding ChinaGold International Resources contained herein may constituteforward-looking statements within the meaning of applicable securitieslaws. Forward-looking statements may include estimates, plans,expectations, opinions, forecasts, projections, guidance or otherstatements that are not statements of fact. Although China GoldInternational Resources believes that the expectations reflected insuch forward-looking statements are reasonable, it can give noassurance that such expectations will prove to have been correct.China Gold International Resources cautions that actual performancewill be affected by a number of factors, most of which are beyond itscontrol, and that future events and results may vary substantiallyfrom what China Gold International Resources currently foresees.Factors that could cause actual results to differ materially fromthose in forward-looking statements include market prices,exploitation and exploration results, continued availability ofcapital and financing and general economic, market or businessconditions. The forward-looking statements are expressly qualified intheir entirety by this cautionary statement. The information containedherein is stated as of the current date and subject to change afterthat date.

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