Operational Performance - In 2023, SouthGobi achieved a record overburden removal of 25.71 million cubic meters, marking a historical high[12]. - The company produced 4.05 million tons of raw coal and sold 3.59 million tons, representing one of the best operational performances in its history[12]. - SouthGobi has partnered with strong third-party collaborators to enhance coal production quality, significantly narrowing the price gap with similar coal types at the Ceke port[13]. - SouthGobi plans to implement a strategy of "more coal, faster sales, and better coal" to leverage economies of scale and improve profitability[15]. Investment and Infrastructure - The company invested 40% in Mongolia's first cross-border railway project, expected to increase the railway throughput capacity by 10-13 million tons per year once operational[13]. - SouthGobi is well-positioned to capitalize on opportunities between China and Mongolia, leveraging its major shareholders' expertise in the coal sector[19]. Management and Leadership - The company has undergone significant changes in its capital structure, transitioning to a primary listing in Hong Kong and moving to the TSX-V in Canada[12]. - The management team has been restructured, with a focus on optimizing operational strategies in response to market challenges[12]. - The company appointed Shen Chen as Vice President in charge of legal affairs on May 25, 2023, bringing extensive experience in the energy sector[25]. - Xu Ruibin was appointed as CEO on May 15, 2023, succeeding Wang Dong, who served from September 8, 2022, to May 15, 2023[128]. Financial Performance - The company reported its financial results for the fiscal year ending December 31, 2023, with comprehensive income details available on page 155 of the annual report[44]. - The company has not declared any dividends since its establishment and does not anticipate declaring any in the foreseeable future[47]. - As of December 31, 2023, the company had 295,277,779 shares of common stock outstanding[49]. - The company has a comprehensive risk management strategy in place to address potential uncertainties affecting its business operations[43]. Shareholder Information - The board of directors includes both executive and non-executive members, with recent appointments made in May 2023[54]. - As of December 31, 2023, the total number of issued shares is 295,277,779, with significant shareholdings including 29.03% by Zhu Chonglin and 15.70% by Gao Zhu[62][65]. - The company has a stock option plan that allows for the issuance of shares not exceeding 10% of the issued shares as of the 2022 AGM date[68]. - Major shareholders include JDZF, JD Dingxing Limited, and others, each holding 29.03% of the issued shares, totaling 85,714,194 shares[86]. Corporate Governance - The company has established various committees to enhance corporate governance, including an audit committee and a nomination and corporate governance committee[114]. - The board consists of 8 current directors, with 3 (37.5%) identified as independent non-executive directors[123]. - The independent non-executive chairman attended the annual general meeting on June 20, 2023, ensuring effective communication with shareholders[116]. - The company has implemented a whistleblower program to uphold ethical standards among employees[120]. Diversity and Inclusion - The board aims for at least 30% female representation by December 31, 2024, as part of its diversity strategy[184]. - As of December 31, 2023, the employee gender ratio was 87% male and 13% female[185]. - The company aims to increase the percentage of female employees from the current 13% over the next few years[187]. Compensation and Performance - The compensation policy for executives is based on performance, qualifications, and abilities, with flexibility in decision-making[90]. - The compensation committee meets quarterly to address any compensation issues and evaluate executive performance[92]. - The remuneration for independent non-executive directors is set at CAD 45,000 for regular members and CAD 25,000 for the lead independent director[197]. Risk Management - The company has a comprehensive risk management strategy in place to address potential uncertainties affecting its business operations[43]. - The board receives monthly reports from management regarding the assessment and management of key business risks[137]. Employee and Operational Commitments - Employee costs for the fiscal year amount to approximately $9.6 million, compared to $5.6 million in 2022, reflecting a significant increase[84]. - The company had 554 employees working at various locations as of December 31, 2023[84]. - The company has a policy for monitoring compliance with health, environment, safety, and social responsibility regulations[160].

• 2023年11月延期支付款項將延期至2023年11月延期支付協議延期支付日期支付。 • 作為延期支付與可換股債券所產生付款責任相關的2023年11月延期支付款項的代價，本 公司同意就有關2023年11月延期支付款項的未支付結餘向JDZF支付按年利率6.4%計算 的延期支付費用，自根據可換股債券各筆2023年11月延期支付款項另行到期應付之日起 計。 • 作為延期支付與經修訂及重列合作協議所產生付款責任相關的2023年11月延期支付款 項的代價，本公司同意就有關2023年11月延期支付款項的未支付結餘向JDZF支付按年 利率1.5%計算的延期支付費用，自根據經修訂及重列合作協議各筆2023年11月延期支 付款項另行到期應付之日起計。 - 23 - • 2023年11月延期支付協議並無載明關於2023年11月延期支付款項或相關延期支付費用 的固定還款時間表。取而代之的是，2023年11月延期支付協議要求本公司盡最大努力向 JDZF支付2023年11月延期支付協議項下到期應付的2023年11月延期支付款項及相關延 期支付費用。自2023年11月延期支付協議的生效日期起至2023年11月延期支付協議延期 支付日期 ...

智通财经APP获悉，2月22日早盘，煤炭板块持续走强，截至发稿，南戈壁(01878)涨超9%，兖煤澳大利 亚(03668)涨超3%，中煤能源(01898)、中国神华(01088)涨超2%。据中央气象台预测，受寒潮影响，2月 20-26日，我国中东部将出现持续大范围雨雪冰冻天气，此次天气过程低温持续时间长，强降雪、冻雨 影响面广。加之此前，山西省应急管理厅、国家矿山安监局山西局、山西省能源局印发《关于开展煤 矿“三超”和隐蔽工作面专项整治的通知》。光大证券认为，该事件短期将影响山西地区煤炭的供给，尤 其是焦煤的供给，对焦煤价格构成利好。 根据中央气象台预测，2月20日至26日，我国中东部地区将出现寒潮及大范围雨雪低温冰冻天气。此次 过程与节前雨雪冰冻过程相比，冻雨整体强度和持续性不及上次，但两次过程雨雪范围和强度基本相 当，此次降温幅度更大，低温持续时间更长，冻雨影响范围更广，南方降雨更强。 日前，山西省应急管理厅等三部门印发《关于开展煤矿“三超”和隐蔽工作面专项整治的通知》，山西部 分集团煤矿开始下发减产要求。整治重点内容包括，煤矿是否均衡组织生产，是否超能力下达全年、每 月原煤生产计划任务，全年原煤产量是否 ...

越野车在乌拉特草原上疾驶，四望全是天际线，仿佛进入一个巨大的穹庐。 春节期间，内蒙古临河通往中蒙边境的242国道上，车辆并不多。出发两小时后，一辆辆运煤大车呼啸而过，一处处物流园区分布路旁，一阵阵鞭炮声远远传来——甘其毛都口岸到了。 百年传承的老树 站在甘其毛都口岸地标性建筑62.75米高的钟楼上，边陲小镇尽收眼底。钟楼里面，就是这里的城市规划馆。展陈资料显示，蒙语甘其毛都，汉译就是“一棵树”。 这是一棵“老树”。用甘其毛都镇图古日格嘎查62岁护边员额尔登的话讲，甘其毛都作为物资交流之地的年头比他岁数都长。 百余年前，甘其毛都就是蒙汉商贸交流之地。那时，商贸交流主要靠驼队。每年春天，驼铃声声，一些大的旅蒙商前来河套牧羊海地区采购，形成了张家口—呼和浩特—包头—川井哈拉汗—甘其毛都—乌兰巴托的万里驼道。随着改革开放的春风吹进乌拉特草原，1989年12月，内蒙古自治区人民政府批准甘其毛都为中蒙边境贸易临时过货点。次年，在十分简陋的条件下，甘其毛都实现了首次过货。1992年，国务院正式批准甘其毛都为国家陆路一类季节性双边口岸。甘其毛都与蒙古国南戈壁省的嘎顺苏海图口岸相对应，是距离蒙古国首都乌兰巴托最近的陆路口岸。2 ...

Financial Performance - The company reported an operating profit of $33.8 million for the first nine months of 2023, compared to $5.9 million for the same period in 2022, reflecting a significant increase in sales volume and average selling prices [15]. - For the quarter ended September 30, 2023, the company reported revenues of $97,979,000, an increase of 17.7% compared to $83,243,000 for the same period in 2022 [22]. - The company recorded a net profit of $29,349,000 for the quarter, a significant recovery from a net loss of $60,632,000 in the same quarter of the previous year [22]. - Basic and diluted earnings per share were both $0.10, compared to a loss of $0.21 per share in the prior year [22]. - Total revenue for the three months ended September 30, 2023, was $97,979 thousand, compared to $36,807 thousand for the same period in 2022, representing a significant increase [134]. - Gross profit for the nine months ended September 30, 2023, was $121,452 thousand, up from $4,487 thousand in the same period of 2022 [134]. - Operating profit for the three months ended September 30, 2023, was $46,343 thousand, compared to $3,456 thousand for the same period in 2022 [134]. - The company reported a net profit attributable to equity holders of $29,349 thousand for the three months ended September 30, 2023, compared to a loss of $8,017 thousand in the same period of 2022 [134]. Sales and Production - Coal sales volume for the three months ended September 30, 2023, was 1.15 million tons, up from 0.55 million tons in the same period of 2022, representing a 109% increase [8]. - The company’s coal production for the first nine months of 2023 was 2.71 million tons, significantly higher than 0.12 million tons in the same period of 2022, due to the resumption of major mining operations [10]. - The company sold 1.15 million tons of coal in Q3 2023, an increase from 0.88 million tons in Q3 2022 [50]. - The average coal selling price increased from $65.4 per ton in Q3 2022 to $85.6 per ton in Q3 2023, attributed to improved market conditions in China and an expanded sales network [3]. - The average realized price for coal in the first nine months of 2023 was $93.05 per ton, compared to $65.53 per ton in the same period of 2022, marking a 42% increase [8]. - The average realized price per ton of coal in Q3 2023 was $85.57, down from $95.34 in Q3 2022 [50]. - The unit sales cost decreased from $58.3 per ton in Q3 2022 to $42.2 per ton in Q3 2023, driven by economies of scale from increased sales [41]. Costs and Expenses - The total cash cost of sold products per ton decreased from $42.91 in 2022 to $33.08 in 2023 for the three months ended September 30, indicating improved cost management [8]. - Financing costs for the first nine months of 2023 were $36.7 million, up from $31.0 million in 2022, primarily due to interest expenses on convertible bonds totaling $205 million [19]. - The company’s management expenses for the first nine months of 2023 totaled $6.56 million, compared to $4.81 million in 2022, reflecting increased operational activities [18]. - Sales cost for Q3 2023 was $48.6 million, up from $32 million in Q3 2022, primarily due to increased sales [44]. - Total sales cost for the first nine months of 2023 was $121.6 million, compared to $38.1 million in the same period of 2022 [47]. - The company reported a direct cash cost of $32.26 per ton for sold products in Q3 2023, compared to $33.79 in Q3 2022 [50]. - Management expenses for Q3 2023 were $1.754 million, compared to $666,000 in Q3 2022, reflecting increased administrative costs due to expanded operations [45]. Financial Management and Liabilities - The company has made a tax provision of $75,000,000 as of September 30, 2023, due to ongoing tax disputes [26]. - The company has a reimbursement claim of $6,300,000 related to Turquoise Hill, which is currently disputed [25]. - The company has established a cash flow forecast covering the next 12 months, considering cost-saving measures and potential financial support of up to $73,000,000 from major shareholders [29]. - The company is facing potential legal actions and bankruptcy proceedings due to delays in repaying trade payables [28]. - As of September 30, 2023, the company reported a working capital deficit that includes significant liabilities of $67.1 million, which consists of unpaid taxes of $26.2 million and a provision for the $75 million tax penalty [56]. - The company has a tax provision of $74,990 thousand for the nine months ended September 30, 2023 [134]. - Total liabilities increased to $412,291 thousand as of September 30, 2023, compared to $323,883 thousand as of December 31, 2022 [138]. Strategic Outlook and Growth - The company expects to continue expanding mining operations and capacity in 2023 to capitalize on anticipated sales growth [83]. - The company aims to increase coal production and optimize cost structure by hiring large third-party contract mining companies and enhancing procurement management [84]. - The company has several growth potentials, including the Suu Mbeel deposit located approximately 20 km east of the Aobao Te Taalai coal mine and the Zag Suuj deposit located about 150 km east of the same mine [85]. - The company is focused on enhancing infrastructure and technology for cross-border exports at the Ceke port in 2023 [131]. - The company anticipates future coal demand in China will influence its operational strategies [148]. - The company aims to expand its market reach and customer base in China to enhance the profitability of its coal products [119]. Legal and Compliance Issues - The company is involved in a class action lawsuit related to the restatement of financial statements, with no provision required as of September 30, 2023 [75]. - The company has received a tax penalty notice from the Mongolian tax authority amounting to approximately $75 million, with an appeal submitted on August 17, 2023 [160]. - Future outlook includes addressing potential environmental impacts and compliance with regulatory requirements [132]. Operational Efficiency - The company resumed major mining operations, including coal extraction, by the end of 2022, leading to increased coal production and significantly improving cash flow by mid-2023 [82]. - The company is actively working to improve the operational efficiency and output of its washing facilities at the Ovoot Tolgoi coal mine [148]. - The company is focused on enhancing product value through coal washing and selection processes [143]. - The company has been blending higher ash content products into its semi-soft coking coal to meet market demand [156].

Stock Options and Bonus Shares - As of December 31, 2022, the total number of shares available for issuance under the stock option plan was 2,297 shares, representing approximately 0.00078% of the company's issued shares[3] - The total number of shares available for issuance under the bonus share plan was 1,800,000 shares, accounting for about 0.61% of the company's issued shares as of December 31, 2022[10]

Financial Performance - The company recorded an operating loss of $40.5 million in Q2 2023, compared to an operating profit of $2.7 million in Q2 2022[27]. - Revenue for Q2 2023 was $83.2 million, a significant increase from $5.8 million in Q2 2022, due to the normalization of coal exports and improved market conditions[74]. - The company reported a net loss of $60,632 thousand for the quarter, compared to a net profit of $7,855 thousand in the previous quarter, reflecting a substantial decline in profitability[132]. - The company reported a loss attributable to equity holders of $52.8 million for the first six months of 2023, compared to a loss of $17.8 million in 2022[170]. - The company’s net loss attributable to equity holders was $60,632,000 for the second quarter of 2023, compared to a loss of $7,053,000 in the same quarter of 2022[84]. Tax Penalties - The company has received a tax penalty notice of $75 million from the Mongolian tax authority, which has impacted its financial performance[27]. - The company recorded a tax provision of $75 million related to penalties from the Mongolian tax authority as of June 30, 2023[59]. - The company is actively exploring solutions regarding the tax penalty issue, including negotiations with the Mongolian tax authority[59]. - The company is subject to a tax penalty of approximately $75 million from the Mongolian tax authority following an audit of financial data from 2017 to 2020[168]. Sales and Production - The average selling price of the company's products has increased, contributing to higher sales volumes in the first half of 2023[27]. - The company reported coal sales of 0.88 million tons for the three months ended June 30, 2023, compared to 0.09 million tons in the same period of 2022, representing a significant increase[40]. - The average realized price per ton of coal sold increased to $95.34 in Q2 2023 from $66.55 in Q2 2022, reflecting improved market conditions[40]. - The company’s total coal sales for the first six months of 2023 reached 1.5 million tons, up from 0.1 million tons in the same period of 2022[42]. - The average selling price per ton for the first half of 2023 was $98.9, an increase from $66.6 in the first half of 2022, attributed to market improvements and expanded sales networks[42]. Operational Developments - The company resumed coal mining operations at the end of 2022, with coal production gradually increasing, and washing operations resumed in April 2023[13]. - The company is focusing on increasing the value of its products through coal washing and processing[4]. - The company is exploring market trends in the Chinese coal industry for future growth opportunities[4]. - The company aims to develop markets for its premium and standard semi-soft coking coal products, particularly targeting long-term supply agreements with end-users in China[122]. - The company has completed all document production and depositions related to a class action lawsuit, with a hearing scheduled for October 23, 2023[199]. Financial Obligations and Liquidity - The company expects to have sufficient liquidity and capital resources to meet its ongoing obligations, including the ability to pay the $75 million tax penalty or appeal[3]. - The company has entered into a deferral agreement with JDZF, allowing for the postponement of approximately $79 million in cash interest payments due in May 2023[14]. - The company is seeking shareholder approval for a repayment plan related to outstanding obligations totaling approximately $110.4 million[152]. - The company reported a working capital deficit that includes significant liabilities of $59.1 million, which includes $19.2 million in unpaid taxes[149]. - The company believes it can continue as a going concern until at least June 30, 2024, provided it generates sufficient operating cash flow[148]. Cost Management - The total cash cost per ton of sold products decreased from $56.32 in Q2 2022 to $47.76 in Q2 2023, driven by economies of scale from increased sales[41]. - The company's unit sales cost decreased from $67.5 per ton in the first half of 2022 to $49.3 per ton in the first half of 2023, driven by economies of scale from increased sales[68]. - The total cash cost for the three months ended June 30, 2023, was $31.139 million, with no idle mine asset cash costs included[135]. - The cash cost per ton of sold products for Q2 2023 was $35.39, compared to $34.30 in Q2 2022, reflecting a slight increase[136]. - The company has reduced assessment and exploration expenses in Q2 2023 to conserve financial resources[77]. Management and Governance - The company appointed a new non-executive director on May 17, 2023, following the removal of the previous CEO on May 15, 2023[36][37]. - The company has implemented a planning, budgeting, and forecasting process to determine the funding needed for ongoing operations and expansion plans[165]. - The company is closely monitoring factors affecting its liquidity, including coal market prices and economic growth in China[175]. - The company has agreed to pay deferred payment fees at a rate of 1.5% for unpaid balances related to the March 2023 deferred payment[186]. - The company must obtain approval from the Toronto Stock Exchange and disinterested shareholders for the March 2023 deferred payment agreement to take effect[184].

(ii) 每200,000工時及按照連續12個月的平均值計算。 | --- | --- | --- | --- | --- | --- | --- | --- | --- | |-----------------------------------------------|-------|------------------------|------------|-----------|-------|------------------------|------------|---------| | 銷量、售價和成本 \n優質半軟焦煤 | | 截至 6 月 30 \n2023 年 | 日止三個月 | \n2022 年 | | 截至 6 月 30 \n2023 年 | 日止六個月 | 2022 年 | | 煤炭銷量 （以百萬噸計） | | 0.57 | | 0.04 | | 0.90 | | 0.04 | | 平均實現售價 （每噸） | $ | 103.33 | $ | 92.87 | $ | 111.19 | $ | 92.87 | | 標準半軟焦煤╱優質動力煤 | | | | | | | | | | 煤炭 ...

Mining Operations and Production - The company resumed major mining operations, including coal extraction, by the end of 2022, leading to a gradual increase in coal production and a significant improvement in cash flow for Q1 2023[2] - The company plans to enhance its product mix by improving mining operations, utilizing wet washing coal processing plants, and exploring dry coal processing operations[4] - The company intends to increase coal production to leverage economies of scale while optimizing its cost structure through improved operational efficiency and procurement management[4] - The company expects to continue expanding mining operations and capacity in 2023 to capitalize on anticipated sales growth[133] - The company has a five-year agreement with Ejin Horo Banner to wet wash approximately 3.5 million tons of coal annually from the Aobao Te Taalugei coal mine[131] - The company aims to improve operational efficiency and output at the Aobote Taole Coal Mine[164] Financial Performance - In Q1 2023, the company recorded sales of 600,000 tons of coal, with an average realized price of $104.1 per ton, reflecting improved market conditions in China and an expanded customer base[19] - The company achieved an operating profit of $27.9 million in Q1 2023, compared to an operating loss of $200,000 in Q1 2022, driven by increased sales volume and higher average selling prices[19] - The company recorded a revenue of $61.8 million for Q1 2023, with an average realized price of $104.1 per ton[37] - The company reported revenue of $61,780,000 for the three months ending March 31, 2023, compared to $0 for the same period in 2022[146] - Gross profit excluding idle mine asset costs was $30.86 million in Q1 2023, compared to a loss of $0.56 million in Q1 2022[63] - Net profit attributable to equity holders was $7.86 million in Q1 2023, compared to a net loss of $10.77 million in Q1 2022[63] - Total assets increased to $225,648,000 as of March 31, 2023, up from $181,359,000 at the end of 2022[148] - Cash and cash equivalents rose to $39,406,000 from $9,255,000 at the end of 2022, indicating improved liquidity[148] Sales and Market Strategy - The company aims to expand its market reach and customer base by increasing sales networks, enhancing coal logistics capabilities, and adjusting sales prices to maximize profits[4] - The company is focusing on expanding its market presence in China with the support of JDZF to enhance the profitability of its coal products[2] - Coal sales volume reached 0.60 million tons, an increase from 0.47 million tons in the previous quarter, representing a 28.7% growth[71] - Average realized price per ton of coal was $104.11, significantly up from $65.90 in the previous quarter, marking a 58% increase[71] Cost Management and Financial Obligations - The total sales cost for Q1 2023 was $30.9 million, significantly up from $1 million in Q1 2022, primarily due to increased sales volume[57] - The increase in sales costs for Q1 2023 was primarily due to higher sales volume, with operating expenses rising to $18.30 million from $0.50 million in Q1 2022[65] - Financing costs for Q1 2023 were $11.91 million, compared to $10.80 million in Q1 2022, largely due to interest expenses on convertible bonds[69] - A significant agreement was made with JD Zhixing Fund L.P. to defer payments totaling approximately $79 million in cash interest due on convertible bonds, extending the payment deadline to August 31, 2024[20][22] - The company has agreed to pay a deferred payment fee at an annual interest rate of 6.4% for the deferred payments due to JDZF[100] Operational Challenges and Risks - The company’s financial performance is impacted by several adverse conditions and significant uncertainties regarding its ability to continue as a going concern[30] - The company may face significant uncertainty regarding its ability to continue as a going concern due to its working capital deficit[93] - The company has not faced any legal proceedings or bankruptcy processes as of May 19, 2023, but cannot guarantee that creditors will not initiate such actions in the future[91] - The company is assessing the potential impacts of collective lawsuits on its operations[164] - The company acknowledges various risks and uncertainties that may affect its forward-looking statements[166] Management and Governance - The company appointed a new CEO, Mr. Xu Ruibin, on May 15, 2023, following the dismissal of the previous CEO[42] - The company expects to hold a special shareholders' meeting in Q3 2023 to seek approval for the March 2023 deferred payment agreement[25] - The company will provide monthly updates on its financial condition and business operations to JDZF during the period from the effective date of the March 2023 deferred payment agreement until the payment date[116] Environmental and Social Responsibility - The company is committed to operating in a safe and socially responsible manner while maximizing revenue through various strategies[3] - The company is committed to addressing environmental impacts and implementing measures to mitigate potential risks[164]

Supplier and Customer Relationships - The largest supplier accounts for 13% of the company's total procurement[5] - The largest customer accounts for 14% of the company's total sales[6] Liquidity and Financial Resources - The company expects sufficient liquidity and capital resources to meet ongoing operational obligations and future contractual commitments[14] - The company has secured access to up to $73 million in financial support from an affiliate of its major shareholder to improve liquidity and financial conditions[125] - The company has implemented cost-saving measures and is in discussions with suppliers and the Mongolian Tax Authority to extend payment schedules for outstanding liabilities[125] - The company's cash flow forecast covers a 12-month period starting from December 31, 2022, and includes expected cash flows from operations and cost-saving measures[125] - The company's board of directors believes there are sufficient financial resources to continue operations and meet financial obligations for the next 12 months, supporting the use of the going concern basis for financial reporting[125] Operational Efficiency and Production Capacity - The company aims to improve operational efficiency and production capacity at the Ovoot Tolgoi coal washing facility[15] - The company plans to enhance mining operations and capacity in 2023, along with strengthening infrastructure and technology for cross-border exports at the Ceke Port[199] Environmental and Safety Performance - The company is focused on mitigating environmental impacts and enhancing health, safety, and environmental performance[15] Corporate Governance and Compliance - The company is transitioning its listing status on the Hong Kong Stock Exchange from secondary to primary[15] - The company regularly reviews and updates its practices to ensure compliance with the latest corporate governance requirements and best practices[28] - The company has established a disclosure committee to oversee its disclosure practices, consisting of management members and the chair of the nomination and corporate governance committee[24] - The company has a disclosure committee responsible for overseeing disclosure practices, including controls, procedures, and policies[55] - The company has adopted a disclosure policy that meets or exceeds the standards set by the Hong Kong Securities and Futures Commission[49] - The company updated the Audit Committee and Compensation and Benefits Committee charters in March 2023 to align with Hong Kong Listing Rules, effective April 2023[65][69] - The company's corporate governance report highlights the role of the nomination and corporate governance committee in monitoring compliance with legal, regulatory, and governance standards[136] - The company has updated its disclosure, confidentiality, and securities trading policies to align fully with the Hong Kong Listing Rules, effective March 2023[145] Board of Directors and Committees - The Board of Directors consists of 3 executive directors, 2 non-executive directors, and 3 independent non-executive directors[52] - A special committee of independent non-executive directors was established in December 2022 to explore potential capital restructuring options[56] - The Board oversees the company's business and sets long-term development goals and strategies[44] - The Nomination and Corporate Governance Committee reviews the effectiveness of risk management and internal control systems[40] - The Board ensures that senior management operates in the best interests of shareholders and aligns with shareholder and management objectives[47] - The Board is responsible for approving the appointment of senior management and reviewing their performance annually[49] - The Audit Committee consists of three independent non-executive directors: Mr. Sun Mao (Chairman), Mr. He Yingbin, and Ms. Quan Jinlan[66] - The Board of Directors held a total of 13 meetings in 2022, with the Audit Committee holding 10 meetings, the Compensation and Benefits Committee holding 5 meetings, and the Operations Committee holding 4 meetings[75] - The company's board diversity policy emphasizes the importance of diverse perspectives, experiences, and expertise for effective governance[107] - The company's nomination and corporate governance committee uses a skills matrix to identify and track the qualifications and skills needed for board members[111] - The company's board diversity policy emphasizes gender diversity and recognizes the importance of women in promoting diverse perspectives on the board[139] - The company's board of directors includes members with expertise in corporate governance, mining, financial management, and related fields, as outlined in the skills matrix[143] Financial Performance and Reporting - Coal sales increased from 900,000 tons in 2021 to 1.1 million tons in 2022 after the reopening of the Ceke Port in May 2022[39] - The company suspended coal exports to China from November 2021 to May 2022 due to COVID-19 restrictions in Inner Mongolia[39] - The company significantly improved its cash flow due to the gradual increase in the number of trucks allowed to cross the China-Mongolia border and coal exports since May 25, 2022, with coal mining operations resuming on July 15, 2022[62] - The company reported a net loss attributable to equity holders of $30.4 million in 2022, compared to a net loss of $14.4 million in 2021[155] - As of December 31, 2022, the company had an asset deficit of $142.5 million, up from $90.5 million in 2021[155] - The company's working capital deficit (current liabilities exceeding current assets) reached $184.7 million as of December 31, 2022, compared to $42.5 million in 2021[155] - The company's internal controls over financial reporting were deemed effective by the CEO and CFO as of December 31, 2022[151] - The company's financial reporting internal controls did not undergo any significant changes in the most recent quarter that could materially affect them[152] - The company's audit fees for 2022 included the audit of annual financial statements, review of quarterly financial statements, and statutory audits of subsidiary financial statements[154] - Audit fees and related fees amounted to $361,000 and $101,000 respectively, totaling $462,000[177] Risk Management and Internal Controls - The company's internal control policies aim to provide reasonable assurance against material misstatements and help the board identify and mitigate risks[118] - The company's financial reporting internal controls include policies and procedures to ensure transactions are recorded accurately and in accordance with IFRS[121] - The company's board is responsible for maintaining an effective risk management and internal control system[118] Whistleblower and Employee Welfare - The company has adopted a whistleblower program to allow employees to confidentially report concerns or perceived misconduct[29] - The company's audit committee and corporate secretary jointly manage the whistleblower program[104] - The company emphasizes employee welfare and is committed to providing a healthy, respectful, and safe working environment, considering employees as its greatest asset[81] Shareholder Communication and Governance - The company's shareholder communication policy ensures that shareholders and the investment community receive complete, fair, and timely information about the company[105] - The company's shareholders can request a meeting if they hold at least 5% of the issued and outstanding common shares[162] Mining Operations and Assets - The company fully owns the Ovoot Tolgoi open-pit coal mine and the Soumber and Zag Suuj deposit development projects, located 150 kilometers apart in Mongolia[34] - The company focuses on the exploration, development, and production of coal deposits in the South Gobi region of Mongolia, with its flagship Ovoot Tolgoi mine supplying coal to Chinese customers[83] - The company's Oyu Tolgoi deposit has over 90 million tons of mineral reserves, with growth potential in nearby deposits[170] Legal and Financial Obligations - The company agreed to pay JDZF a deferral fee at an annual interest rate of 6.4% for the deferred interest payment due in November 2022[91] - The company's operating capital deficit as of December 31, 2022, included significant liabilities, including $59.7 million in trade and other payables, with $22.5 million in unpaid taxes owed to the Mongolian Tax Authority[124] - The company has deferred payments totaling approximately $133.5 million to JDZF, including $7.9 million in semi-annual cash interest payments, $8.7 million in cash interest, management fees, and related deferral fees, $13.5 million in cash and in-kind interest and related deferral fees, and $110.4 million in cash and in-kind interest, management fees, and related deferral fees, all due by August 31, 2024[125] - The company may face delays in repaying trade payables and other liabilities, potentially impacting its ability to resume mining activities and leading to legal actions or bankruptcy proceedings[180] Business Conduct and Ethics - The company has adopted a business conduct and ethics policy, "The Way We Work," applicable to all employees, consultants, senior management, and directors at all times[135] Going Concern and Financial Uncertainty - The company's ability to continue as a going concern is in significant doubt due to adverse conditions and uncertainties, potentially requiring adjustments to asset values and liabilities[157] - The company continues to operate on a going concern basis, with the ability to realize assets and repay debts in the normal course of business[199] Factors Affecting Liquidity - Factors affecting the company's liquidity include the impact of COVID-19, restrictions on coal product sales in China, economic growth, coal market prices, production levels, operational cash costs, capital costs, currency exchange rates, and exploration expenses[181] Director Education and Compensation - The company provides Canadian Directors Association membership to all directors to facilitate ongoing education, covering topics such as corporate governance and mining industry updates[78] - The company's independent non-executive directors received approved annual retainers for the fiscal year 2022, with no stock options granted during the year[116] Property, Plant, and Equipment - The company’s property, plant, and equipment changes for the fiscal year are detailed in Note 16 of the financial statements[87] Strategic Planning and Investments - The Board of Directors is responsible for approving annual and quarterly budgets, strategic plans, and significant acquisitions or investments outside the approved budget[86] Listing and Exchange Transitions - The company's revised articles of association will take effect after its delisting from the Toronto Stock Exchange and relisting on the TSX Venture Exchange[168]