香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部份內容而 產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Wanguo Gold Group Limited 萬國黃金集團有限公司 須予披露交易 認購貨幣市場基金 茲提述萬國黃金集團有限公司(「本公司」)日期為2024年11月7日的公告，内容有關認 購結構存款。董事會宣佈，於2024年11月8日，認購摩根士丹利流動基金約88.0百萬美 元。(「MS認購事項」) MS 認購事項的主要條款列於下表： | 摩根士丹利流動性基金 - | 美元流動性基金（低波動性資產淨值（LVNAV）) | | --- | --- | | 認購日期： | 2024年11月8日 | | 投資經理： | Morgan Stanley Investment Management, Inc | | 分銷商： | Morgan Stanley Investment Management | | | Limited | | 本金： | 88,008,600美元 | | 產品期限： | 在任何營業日結 ...

(I) 結構性存款 - 6個月中國政府債券掛鈎美元結構性存款 認購日期： 2024年11月6日（2024年11月7日生效） 存款銀行： 摩根大通銀行香港分行 本金： 35,000,000.00美元 產品期限： 2024年11月7日至2025年5月8日 產品種類： 到期時本金受保障 預期投資回報率： 4.35% p.a. 投資範圍： 一般銀行資金管理 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部份內容而 產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Wanguo Gold Group Limited 萬國黃金集團有限公司 (於開曼群島註冊成立之有限公司) (股份代號: 3939) 須予披露交易 認購結構存款 董事會宣佈，於2024年11月7日，萬國黃金集團有限公司(「本公司」)認購摩根大通銀 行發售本金總額約88.0百萬美元的結構性存款產品(「JPM認購事項」)。 JPM認購事項的主要條款列於下表。 - 1 - (II) 結構性存款 - 12個月中國政府債券掛鈎美元結構性存款 認購日期： 2024年11月 ...

FF305 翌日披露報表 (股份發行人 ── 已發行股份或庫存股份變動、股份購回及/或在場内出售庫存股份) 表格類別： 股票 狀態： 新提交 公司名稱： 萬國黃金集團有限公司 B. 贖回/購回股份 (擬註銷但截至期終結存日期尚未註銷) (註5及6) 第 2 頁 共 6 頁 v 1.3.0 FF305 確認 呈交日期： 2024年11月1日 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司（「香港聯交所」）證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露，必須填妥第一章節 。 | 第一章節 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 | 是 | | | | 證券代號 (如上市) | 03939 | 說明 | 根據一般授權發行認購股份 | | | | | | | A. 已發行股份或庫存股份變動 | ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部份內容而 產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Wanguo Gold Group Limited 萬國黃金集團有限公司 (於開曼群島註冊成立之有限公司) (股份代號: 3939) 完成根據一般授權發行新股份 茲提述（i）萬國黃金集團有限公司（「本公司」）日期為 2024 年 9 月 22 日有關根據 一般授權認購新股份之公告（「該公告」）；及（ii）本公司日期為 2024 年 10 月 28 日有關股東特別大會投票表決結果之公告。除另有說明外，本公告所用詞彙與該公告所 界定者具有相同涵義。 董事會欣然宣佈，根據一般授權發行新股份之所有先決條件已獲達成，並於 2024 年 11 月 1 日完成。根據認購協議之條款及條件，165,600,000 股新股份（佔本公司經配發及 發行新股份擴大後已發行股本約 15.28%）已根據一般授權按每股代價股份 8.33 港元 之價格配發及發行予認購方。 - 1 - 對本公司股權架構之影響 據董事作出一切合理查詢後所知、 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部份內容而產生或因倚賴該等 內容而引致的任何損失承擔任何責任。 Wanguo Gold Group Limited 謹此提述萬國黃金集團有限公司（「本公司」）日期為2024年10月4日的通函（「通函」），內容包括 於2024年10月28日舉行本公司股東特別大會（「股東特別大會」）的通告（「通告」）。除文義另有所 指外，本公告所載詞彙與通函所界定者具有相同涵義。 董事會欣然宣佈於通告中擬提呈之議案均獲股東以投票方式於股東特別大會表決通過。王志明先 生親身出席股東特別大會。高明清先生、李飛龍先生、劉志純先生、王楠女士和王昕先生以電子方 式出席股東特別大會。 就股東特別大會之點票事宜，本公司之香港股份過戶登記分處卓佳證券登記有限公司獲委任為點 票監察人。 1 股東特別大會之投票表決結果如下： | | 普通決議案附註 | 投票股份數目 (約%) | | 總投票股份 | | --- | --- | --- | --- | --- | | | | 贊成 | 反對 | 數目 | | ...

Investment Rating - The report does not provide a specific investment rating for the company [1]. Core Insights - The company is transitioning towards gold mining and processing as its main business focus, highlighted by its name change to "万国黄金集团有限公司" [1]. - The strategic partnership with Zijin Mining's subsidiary is expected to accelerate the development of the company's gold mining projects in the Solomon Islands [1]. - The company has significant mineral resources, including a designed annual processing capacity of over 3 million tons at the Jinling gold mine, which is projected to become a world-class gold mine [1][4]. Financial Performance - For the first half of 2024, the company reported a gold concentrate production of 22,256 tons, with gold ingots and concentrates accounting for over 50% of its revenue and gross profit [1]. - The company’s total revenue for the period ending June 30, 2024, was approximately RMB 927.86 million, with a pre-tax profit of RMB 355.54 million [3]. - The Jinling gold mine contributed RMB 260 million in pre-tax profit with a gross margin of 60.8% [4]. Project Development - The Jinling gold mine has a current ore reserve of 28.7 million tons with a gold grade of 1.32%, and it is still in the open-pit mining phase [4]. - Future plans include increasing the mining and processing volume to 2.5 million tons in 2024 and 3.8 million tons in 2025 [4]. - The company aims to reduce its gold production cost, currently at RMB 263 per gram, as production capacity increases and recovery rates improve [4]. Market Position - The company’s market capitalization is approximately HKD 8.032 billion, with a share price of HKD 9.70 [1]. - The company’s stock has seen a 52-week high of HKD 10.02 and a low of HKD 2.73 [1].

Investment Rating - The report initiates coverage with a "Buy" rating for the company, indicating a positive outlook for its growth potential and profitability [5][12]. Core Views - The company is positioned as a rapidly growing multi-metal mining enterprise with significant operations in various metal types including copper, iron, gold, and silver. The recent production commencement of the Gold Ridge Mine has notably increased the revenue contribution from gold, which now exceeds 50% of total revenue [2][3][7]. - The company operates three major mines: the Xinjian Copper Mine, the Gold Ridge Mine, and the Walege Lead-Silver Mine, with substantial resource reserves and production capabilities. The Xinjian Mine has a processing capacity of over 1 million tons per year, while the Gold Ridge Mine is expected to contribute significantly to profits as it ramps up production [3][29][37]. - The financial forecasts predict substantial growth in net profit from 590 million RMB in 2024 to 913 million RMB in 2026, with corresponding earnings per share (EPS) increasing from 0.71 to 1.10 RMB [4][5][20]. Summary by Sections 1. Rapid Growth of Multi-Metal Mining Company - The company has diversified its operations across multiple metal types and is expanding its global footprint. The recent production of the Gold Ridge Mine has shifted the revenue focus from copper to gold, reflecting a strategic pivot in its product mix [2][3][12]. 2. Stable Operations Entering Rapid Growth Phase - The company has shown steady growth, particularly after the Gold Ridge Mine began production. The net profit has increased significantly, with a forecasted CAGR of 26.5% from 2018 to 2023, indicating a robust operational performance [17][18][20]. 3. Rich Resource Reserves in Three Major Mines - The company possesses rich reserves in its three main mines, with the Xinjian Mine and Gold Ridge Mine currently in production. The Walege Mine is in the exploration phase, with plans to transition to production soon. The combined production capacity is expected to yield substantial quantities of copper and gold annually [3][29][37]. 4. Profit Forecast and Investment Recommendations - The report outlines optimistic profit forecasts, projecting net profits of 5.90 billion RMB in 2024, 7.59 billion RMB in 2025, and 9.13 billion RMB in 2026. The investment recommendation is based on the anticipated increase in production and favorable market conditions for copper and gold prices [4][5][20].

Sales Performance - The sales volume of copper concentrate increased by 36.7% to 1,829 tons in the first half of 2024 compared to 1,338 tons in the same period of 2023[9]. - Zinc concentrate sales decreased by 18.9% to 3,022 tons in the first half of 2024 from 3,728 tons in the same period of 2023[9]. - Gold bar sales at Jinling Mine increased by 17.6% to 715 kg in the first half of 2024 compared to 608 kg in the same period of 2023[9]. - Gold concentrate sales at Jinling Mine skyrocketed by 163.4% to 22,256 tons in the first half of 2024 from 8,448 tons in the same period of 2023[9]. - Revenue from the sale of gold bars and gold concentrates surged by approximately 82.9% from RMB 306.7 million to RMB 561.0 million, driven by higher gold prices and sales volume[32]. - Revenue from self-mined products amounted to RMB 850,686 thousand, representing a 58.1% increase from RMB 537,538 thousand in the previous year[123]. Financial Performance - The overall revenue increased by approximately 59.7% from RMB 581.2 million for the six months ending June 30, 2023, to RMB 927.9 million for the same period in 2024, primarily due to increased sales from the Jinling Mine[27]. - The overall gross profit rose by approximately 73.7% from RMB 278.6 million for the six months ending June 30, 2023, to RMB 483.9 million for the same period in 2024[27]. - The gross profit margin improved from 47.9% to 52.2% during the same period, attributed to the increased gross margin from the Jinling Mine[27]. - Net profit after tax increased by approximately 84.6% from RMB 179.4 million to RMB 331.2 million, with a net profit margin increase from 30.9% to 35.7%[43]. - Profit attributable to owners of the company rose by approximately 72.9% from RMB 147.1 million to RMB 254.3 million[44]. - Basic earnings per share rose to RMB 30.7, up from RMB 17.8 in the same period last year[103]. Mining and Processing Operations - The total mining volume at Xinzhang Mine increased by 6.3% to 522,581 tons in the first half of 2024, while the mining volume at Jinling Mine decreased by 27.9% to 442,443 tons[12]. - The processing volume at Xinzhang Mine rose by 8.9% to 524,522 tons, while Jinling Mine's processing volume surged by 57.7% to 1,137,256 tons[12]. - The company processed a total of 1,137,256 tons of ore, producing approximately 26,388 dry tons of gold concentrate, which is a significant increase from 8,448 tons in the previous year[77]. - The unit cost of mining activities decreased to approximately RMB 141.0 per ton from RMB 149.6 per ton in the previous year, while the unit cost of processing increased to RMB 105.3 per ton from RMB 95.5 per ton[66]. Capital Expenditures and Investments - Capital expenditures for the six months ended June 30, 2024, were approximately RMB 64.0 million, compared to RMB 48.2 million for the same period in 2023, reflecting an increase of about 32.5%[49]. - The company's capital commitments as of June 30, 2024, were approximately RMB 335.6 million, a significant increase of approximately RMB 321.5 million from RMB 14.1 million as of December 31, 2023, mainly due to the construction of a secondary hydropower station at the Jinling Mine[50]. - The company entered into a conditional agreement to acquire 20.22% of AXF Gold Ridge Limited for approximately HKD 732.6 million, to be settled by issuing 90,227,200 new shares at HKD 8.12 per share[178]. Corporate Developments - The company changed its name from Wanguo International Mining Group Limited to Wanguo Gold Group Limited as of August 6, 2024[17]. - The company completed the acquisition of 77.78% of Xiangfu Jinling Co., Ltd. on April 30, 2020, which owns 90% of the Jinling Mine, with trial production starting in November 2022[18]. - The company is currently upgrading the production capacity of Xinzhang Mine from 600,000 tons per year to 900,000 tons per year[13]. - The company plans to enhance processing capacity and improve metallurgical recovery through ongoing upgrades, with additional installations expected to be completed by October 2024[18]. Employee and Administrative Expenses - Total employee costs for the period were RMB 33,918,000, up from RMB 30,671,000 in the previous year, reflecting an increase of 7.3%[139]. - Administrative expenses increased by approximately 24.6% from RMB 49.9 million to RMB 62.2 million, attributed to higher employee costs and insurance expenses[38]. Cash Flow and Liquidity - For the six months ended June 30, 2024, the net cash generated from operating activities was approximately RMB 209.9 million, compared to RMB 166.3 million for the same period in 2023, representing an increase of about 26.3%[45]. - As of June 30, 2024, the group's bank balances and cash amounted to approximately RMB 201.7 million, up from RMB 176.1 million as of December 31, 2023, indicating a growth of about 14.5%[45]. - The company reported a net current asset position of RMB 374,269,000, up from RMB 189,461,000 in the previous year[106]. Shareholder Information - Major shareholders include Jie Sheng Investment Limited and Lin Yinyin, both holding 281,400,000 shares, representing 33.99% of the issued shares[97]. - Da Feng Investment Limited, controlled by Gao Jinzhu, holds 138,600,000 shares, accounting for 16.74% of the issued shares[97]. - Haitong International Financial Services Limited and its affiliates hold 447,920,000 shares, which is 54.10% of the issued shares, indicating significant control[97]. Compliance and Governance - The company has maintained compliance with the corporate governance code as per the Hong Kong Stock Exchange rules, with a deviation regarding the roles of the Chairman and CEO being held by the same individual, Mr. Gao Mingqing, who holds 33.99% of the shares[86][93]. - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited interim results for the six months ending June 30, 2024, and confirmed compliance with relevant accounting standards[90].

Financial Performance - Revenue increased by approximately 59.7% to approximately RMB 927.9 million[2] - Gross profit rose by approximately 73.7% to approximately RMB 483.9 million, with a gross margin of approximately 52.2%[2] - Net profit attributable to owners increased by approximately 72.9% to approximately RMB 254.3 million, with basic earnings per share of RMB 30.7 cents[2][5] - Total comprehensive income for the period amounted to RMB 322.9 million, up from RMB 194.2 million in the previous year[5] - The company reported a pre-tax profit of RMB 355.5 million, compared to RMB 189.5 million in the previous year[4] - The group reported a pre-tax profit of RMB 355,541 thousand for the six months ended June 30, 2024, compared to RMB 189,533 thousand in the same period of 2023, representing an 87.7% increase[16] - The company's net profit for the six months ended June 30, 2024, was RMB 254,271,000, compared to RMB 147,107,000 for the same period in 2023, representing a year-over-year increase of 72.8%[24] - The net profit after tax increased by approximately 84.6% to RMB 331.2 million for the six months ended June 30, 2024, up from RMB 179.4 million in the same period of 2023[59] - The company's attributable profit increased by approximately 72.9% to RMB 254.3 million for the six months ended June 30, 2024, compared to RMB 147.1 million in the same period of 2023[60] Dividends and Shareholder Returns - The company declared an interim dividend of HKD 0.12, compared to no dividend for the same period last year[2] - The company declared an interim dividend of RMB 0.12 per share, totaling approximately RMB 90.7 million, compared to no dividend declared for the same period last year[26] - The total amount of ore processed at the Xinzhong Mine was 524,522 tons for the six months ended June 30, 2024, with copper concentrate sales of 1,829 tons, iron concentrate of 37,980 tons, and zinc concentrate of 3,022 tons[73] Assets and Liabilities - Non-current assets as of June 30, 2024, totaled RMB 1,724.8 million, an increase from RMB 1,678.0 million as of December 31, 2023[6] - Current assets decreased to RMB 981.6 million from RMB 1,024.6 million as of December 31, 2023[8] - Total liabilities increased to RMB 607.4 million from RMB 494.1 million as of December 31, 2023[7] - The company's equity attributable to owners increased to RMB 1,499.3 million from RMB 1,405.6 million[7] - The company's receivables from trade and other receivables totaled RMB 423,670,000 as of June 30, 2024, compared to RMB 294,534,000 as of December 31, 2023, reflecting a significant increase of 43.8%[25] Revenue Sources - Gold bar sales contributed RMB 292,287 thousand, up from RMB 203,888 thousand, reflecting a 43.4% increase year-over-year[15] - The Solomon Islands generated RMB 561,023 thousand in revenue, compared to RMB 306,706 thousand in 2023, marking an 83.0% increase[18] - The group’s revenue from self-mined products was RMB 850,686 thousand, an increase from RMB 537,538 thousand in the previous year[15] - Revenue from the sale of self-mined products increased by approximately 25.5% from RMB 230.8 million to RMB 289.7 million for the same periods[49] - Revenue from the sale of gold bars and gold concentrates increased by approximately 82.9% to RMB 561.0 million for the six months ended June 30, 2024, compared to RMB 306.7 million in the same period of 2023[51] Production and Sales Volumes - For the six months ended June 30, 2024, the sales volume of copper concentrate increased by 36.7% to 1,829 tons compared to 1,338 tons in the same period of 2023[36] - The sales volume of gold bars increased by 17.6% to 715 kg for the six months ended June 30, 2024, compared to 608 kg in the same period of 2023[37] - The mining and processing volume at the Xinzhong Mine increased by 6.3% to 522,581 tons for the six months ended June 30, 2024, while the mining volume at the Jinling Mine decreased by 27.9% to 442,443 tons[38] Costs and Expenditures - Total employee costs for the period were RMB 33,918,000, up from RMB 30,671,000 in the previous year, indicating an increase of 7.3%[23] - Financing costs decreased to RMB 5,999 thousand in the first half of 2024 from RMB 7,331 thousand in the same period of 2023[19] - The sales cost of concentrate products increased by approximately 18.4% to RMB 147.5 million for the six months ended June 30, 2024, up from RMB 124.6 million in the same period of 2023[51] - Mining and processing expenditures were approximately RMB 52.9 million and RMB 122.0 million, respectively, with unit costs of RMB 119.5 per ton and RMB 107.3 per ton[82] Strategic Initiatives and Future Plans - The company is currently upgrading the Xinzhong Mine's production capacity from 600,000 tons per year to 900,000 tons per year[39] - The company plans to continue enhancing its exploration projects and production processes to establish gold mining as its primary source of revenue and profit in the near future[43] - The company has conditionally agreed to acquire a 20.22% stake in AXF Gold Ridge Limited for approximately HKD 732.6 million, to be settled by issuing 90,227,200 new shares at HKD 8.12 per share[45] - The company aims to expand its mineral resources through the acquisition of new mines, with careful consideration of evaluation criteria[84] Governance and Management - The board of directors includes executive directors and independent non-executive directors, indicating a diverse governance structure[33] - The chairman of the board is Gao Mingqing, highlighting leadership continuity[33] - The board composition includes a mix of experienced professionals, which may enhance decision-making capabilities[33] - The presence of independent directors indicates a commitment to corporate governance and transparency[33]

Financial Performance - The company reported a total sales cost of RMB 695.98 million in 2023, an increase of approximately 90.3% from RMB 365.73 million in 2022[29]. - Total revenue increased by approximately 93.0% from RMB 681.4 million in 2022 to RMB 1,315.2 million in 2023, primarily due to increased sales from the Jinling Mine[29]. - Gross profit rose by approximately 96.1% from RMB 315.7 million in 2022 to RMB 619.2 million in 2023, with a gross margin increase from 46.3% to 47.1%[30]. - Net profit after tax increased by approximately 130.3% to RMB 390.9 million, with a net profit margin rising from 24.9% to 29.7%[40]. - Basic earnings per share increased to RMB 40.5 in 2023, compared to RMB 21.8 in 2022, representing an increase of 85.3%[150]. - The total comprehensive income for the year was RMB 393,667 thousand, compared to RMB 180,895 thousand in 2022, representing an increase of 117.9%[150]. Mining Operations - The company extracted 1,076,021 tons of ore from the Xinzhang mine, selling 3,709 tons of copper concentrate, 80,938 tons of iron concentrate, and 8,390 tons of zinc concentrate, among others, achieving a revenue of RMB 1,315.2 million and a profit attributable to owners of RMB 335.4 million for the fiscal year ending December 31, 2023[7]. - The company has achieved stable production levels at the Xinzhang mine over the past three years, enhancing its quality and efficiency through new technology and innovation[7]. - The company completed the expansion plan for the Xinzhuang Mine, achieving a mining and processing capacity of 600,000 tons per year[14]. - The company plans to increase mining production capacity to 900,000 tons per year and will continue to outsource underground mining operations to minimize costs[69]. - The company has initiated trial production at the Gold Ridge Mine since November 2022, generating significant revenue and profit[17]. Market Conditions - The average price of LME three-month zinc in 2023 was $2,651 per ton, a decrease of 23% compared to the previous year[10]. - The copper price fluctuated throughout 2023, peaking at $9,550 per ton in January and dropping to $7,856 per ton by October, before recovering to above $8,500 by year-end[9]. - The company anticipates that the demand and prices for metals may be influenced by ongoing geopolitical and economic factors, including inflation and central bank policies[71]. Environmental and Social Responsibility - The company is focused on enhancing its environmental, social, and governance (ESG) performance through efficient energy production[18]. - The newly constructed hydropower station is expected to provide carbon-free energy for the company and has the potential to supply excess electricity to surrounding communities as part of the community development plan[18]. - The company has improved wastewater treatment facilities, reducing thallium discharge concentration to below 2 micrograms per liter[14]. Corporate Governance - The company has adhered to all applicable corporate governance code provisions for the year 2023, except for deviations noted in sections C.2.1 and C.2.7[81]. - The board consists of four executive directors and three independent non-executive directors, ensuring a balanced structure with adequate industry knowledge and experience[83]. - The company has established a non-competition agreement with its controlling shareholders to prevent any business competition[137]. Financial Position - Total assets including property, plant, and equipment increased by approximately 11.5% to RMB 810.6 million, mainly due to the acquisition of mining and processing equipment[41]. - The company's total equity increased to RMB 1,760,466 thousand in 2023, up from RMB 1,449,599 thousand in 2022, showing a growth of 21.4%[153]. - The company reported a total distributable reserve of approximately RMB 377.1 million as of December 31, 2023, compared to RMB 243.7 million in 2022[116]. Exploration and Development - The exploration work at the Xinzhuang Mine has increased the geological reserves by 2.6 million tons[17]. - The company has conducted additional exploration in both the Xinzhang Mine and the Jinling Mine, leading to an increase in mining capacity due to newly discovered reserves[113]. - Development expenditures for the Xinzhong Mine totaled approximately RMB 20.8 million, with major costs including RMB 11.3 million for mining structures and RMB 9.0 million for machinery and electronic equipment[58]. Risk Management - The company has adopted a risk management policy that includes identifying acceptable risk levels and prioritizing risks associated with its operations[106]. - The company emphasizes maintaining a safe working environment and compliance with legal and regulatory obligations as part of its risk management strategy[106]. - The company has implemented a comprehensive annual risk review system involving senior management from all business units[107]. Shareholder Engagement - The company encourages shareholder participation in annual general meetings to enhance communication regarding its strategies and objectives[109]. - The company has established multiple communication channels with shareholders and investors, including reports, announcements, and meetings[109]. Management and Leadership - The company has a strong management team with extensive experience in finance and mining, including Mr. Wang Zhihua, who has approximately 25 years of experience in audit and accounting[79]. - The management team emphasizes the importance of strategic partnerships to drive innovation and market presence in the mining industry[76].