CGG:CC - Proposed Replacement of the Articles of the Company

May, 15 2023 07:15 PM China Gold International Resources Corp. Ltd.

(TheNewswire)

This announcement is made pursuantto Rule 13.51(1) of the Rules Governing the Listing of Securities onThe Stock Exchange of Hong Kong Limited (the “ Hong Kong ListingRules ”).

The board (the “ Board ”) of directors (the “ Directors ”) of China Gold International ResourcesCorp. Ltd. (the “ Company ”) proposed a replacement of the Articles (the “ AmendedArticles ”) of theCompany.

The Board believes that the AmendedArticles will modernize the Company’s Articles and better align withrecent legal and regulatory developments and market practices by theToronto Stock Exchange (the “ TSX ”)and The Stock Exchange of Hong Kong Limited (the “ StockExchange ”).

The proposed amendments to theArticles of the Company are subject to the approval by theshareholders of the Company (the “ Shareholders ”) by way of a special resolution at theannual general meeting scheduled for June 29, 2023, Vancouver Time ofthe Company (the “ Annual General Meeting ”). Prior to the shareholders’approval, the existing Articles of the Company will continue to be inforce.

The Amended Articles aresubstantially similar to the current Articles of the Company butreflect a number of regulatory developments, including, but notlimited to the following:

Branch Registers – the Company intends to include the expression of “thebranch register of members in Hong Kong shall be open for inspectionby members but the issuer may be permitted to close the register onterms equivalent to section 632 of the Companies Ordinance.”required in the Hong Kong Listing Rules into the AmendedArticles.
Electronic Meetings – the Company intends to confirm the ability to holdshareholder meetings entirely by means of telephonic, electronic orother communication facilities that permit all participants to speakand communicate during the meeting. This reflects a market approachaway from in person only meetings and recognizes the Company’sinternational shareholder base on both the TSX and the StockExchange.
Nominations of Directors – the Company intends to amend the timelines fornominations of directors to better conform to the Stock Exchangeshareholder meeting requirements and to ensure that the informationprovided by nominated directors includes information required by theHong Kong Listing Rules.
Removal of Directors – the Company intends to amend the threshold for theresolution required for shareholders to remove a director before theexpiration of his or her term of office. The Amended Articles willrequire an ordinary resolution to remove a director rather than aspecial resolution.

In view of the amendments proposedto be made to the Articles, the Board proposed that the AmendedArticles be adopted to immediately replace the Articles in itsentirety.

A circular containing, among otherthings, particulars in relation to the Amended Articles together witha notice convening the Annual General Meeting will be dispatched tothe shareholders of the Company in due course.

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 (HKE X : 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.

Company Name:	China Gold International Resources Corp. Ltd.
Stock Symbol:	CGG:CC
Market:	TSXC

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