Core Viewpoint - The company, Datang Gold (08299), has entered into agreements with Northwestern University and Shaanxi Provincial Geology and Mineral Resources Group to enhance deep mining exploration and resource verification in the Xiaoqinling area, aligning with national strategic needs and advancing technological capabilities in mineral resource exploration [1] Group 1 - The agreements aim to establish a deep mining exploration model and conduct drilling verification to increase resource reserves in the Xiaoqinling gold mining concentration area [1] - The collaboration focuses on breaking through core technologies in deep earth and mineral resources, creating a technological equipment system for deep detection and exploration [1] - The initiative is part of a broader strategy to support a new round of mineral exploration breakthroughs and a new resource revolution, emphasizing technological self-reliance in the field of deep earth detection and mineral resource exploration [1] Group 2 - The company will conduct exploratory research in its mining areas, summarizing mineralization patterns and establishing mineral deposit models to guide future exploration efforts [1] - The participation in these significant projects initiated by the local government is expected to enhance the company's technical strength and accumulate research and development experience [1] - This strategic move is anticipated to solidify the company's position within the industry [1]

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分內 容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 本集團亦與陝西省地質礦產集團有限公司(Shaanxi Provincial Geology and Mineral Resources Group Co., Ltd.)就小秦嶺及鄰區金礦集中區訂立一份關於小秦嶺深部找礦靶 區鑽探工程驗證與增儲示範之協議。 1 據本公司董事作出一切合理查詢後所深知、盡悉及確信，西北大學（中國內地）及陝西省 地質礦產集團有限公司以及彼等各自最終實益擁有人屬獨立於本公司及其附屬公司以 及其關連人士且與之並無關連的第三方。 本次合作的總體目標是圍繞國家戰略需求，面向深地科學前沿，突破深地與礦產資源領 域核心技術，建立深部探測和找礦勘查技術裝備體系，形成向深部要資源、要安全、要 空間的能力，為新一輪找礦突破戰略行動和新資源革命提供科技支撐，國深部探測與礦 產資源勘查領域高水平科技自立自強。 合作計劃本集團礦區開展部分堪探科研工作，在總結區域和礦集區成礦規律，建立礦床 成礦模式基礎 ...

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，並明確表示概不會就因本公告全部或任何部分 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。 本公告或其任何副本概不得直接或間接在美國，或在刊發或派發本公告屬違法的任何 其他司法權區內刊發或派發。 本公告僅作參考用途，並不構成收購、購買或認購本公司任何證券之邀請或要約。 聯席配售代理 聯席配售代理 富 強 證 券 FORTUNE (HK) SECURITIES 本公告並不構成在美國購買或認購任何證券之要約或招攬，亦不構成其一部分。本公告 所述證券並未且將不會根據經修訂的美國1933年證券法（「美國證券法」）或美國任何其 他州或其他司法權區證券法進行登記，亦不得在美國提呈發售或出售，除非根據美國證 券法作出登記或獲豁免遵守美國證券法項下登記規定或不受該規定限制的交易。本公 司無意根據美國證券法登記本公告內所指之任何證券，或在美國進行證券之公開發售。 GT Gold Holdings Limited 大唐黃金控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：8299） 根據一般授權配售新股 ...

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分內 容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 GT Gold Holdings Limited 大唐黃金控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：8299） 將於二零二五年九月二十五日（星期四）舉行的股東週年大會的 惡劣天氣安排 茲提述大唐黃金控股有限公司（「本公司」）日期為二零二五年七月三十日的股東週年大 會（「股東週年大會」）通函（「該通函」）及通告（「該通告」）。除非文義另有所指，否則本公 告所用詞彙與該通函及該通告所界定者具有相同涵義。 根據該通告，股東週年大會暫定於二零二五年九月二十五日（星期四）上午十一時正假 座香港上環德輔道中244-248號東協商業大廈4樓舉行。 由於熱帶氣旋迫近，香港的天氣狀況於股東週年大會原定舉行時間存在或會轉壞之風 險。有鑑於此，董事會謹此宣佈，倘： 1. 八號（或以上）颶風信號、黑色暴雨警告信號或因超強颱風引致的「極端情況」懸掛 或發出但於二零二五年九月二十五日（星期四）上午八時正或之前改為 ...

FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 大唐黃金控股有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2025年9月1日 I. 法定/註冊股本變動 (A). 股份期權（根據發行人的股份期權計劃） | 1. 股份分類 | | 普通股 | | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號(如上市) | | 08299 | | 說明 | | | | | | | | | | 股份期權計劃詳情 | | 上月底結存的股份期權數 目 | | 本月內變動 | | 本月底結存的股份期權數 目 | | 本月內因此發行的新股數 目 (A1) | 本月内因此自庫存轉讓的 庫存股份數目 (A2) | 本月底因此可能發行或自 庫存轉讓的股份數目 | 本月底可於所有根據計劃 授出的 ...

Core Viewpoint - Datang Gold Holdings Limited is focused on the full industry chain of gold and associated minerals, including exploration, mining, smelting, and ecological restoration, aiming to become a leading comprehensive gold mining enterprise through resource expansion, capacity enhancement, and smart mining construction [1]. Financial Performance - As of the 2024 annual report, Datang Gold reported total operating revenue of 1.213 billion yuan and a net profit of 61.4143 million yuan [2]. Market Activity - On August 4, Datang Gold's stock price fell by 20.0%, trading at 0.192 yuan per share with a transaction volume of 14.931 million yuan as of 13:11 [1].

FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 大唐黃金控股有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08299 | 說明 | 普通股 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 160,000,000,000 | HKD | | 0.001 HKD | | 160,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 160,000,000,000 | HKD | | 0.001 HKD | | 160,000 ...

Core Viewpoint - 大唐黄金 (08299) reported significant growth in revenue and net profit for the fiscal year ending March 31, 2024, with a revenue of HKD 1.314 billion, representing an 81.83% year-on-year increase, and a net profit of HKD 66.55 million, up 20.35% year-on-year [3]. Financial Performance - The company achieved a revenue of HKD 1.314 billion, marking an 81.83% increase compared to the previous year [3]. - The net profit attributable to shareholders was HKD 66.55 million, reflecting a year-on-year growth of 20.35% [3]. - The net cash flow from operating activities was HKD 69.03 million, which represents a significant decline of 74.09% year-on-year [29]. - Basic earnings per share were reported at HKD 0.0095, with an average return on equity of 12.45%, down 1.24 percentage points from the previous year [3][25]. Valuation Metrics - As of July 24, the price-to-earnings (P/E) ratio (TTM) was approximately 31.81 times, the price-to-book (P/B) ratio (TTM) was about 3.3 times, and the price-to-sales (P/S) ratio (TTM) was around 1.61 times [3]. Cash Flow and Investment Activities - The net cash flow from financing activities increased significantly to HKD 10.498 million, up HKD 55.228 million year-on-year [29]. - The net cash flow from investing activities was reported at -HKD 97.229 million, compared to -HKD 187 million in the previous year [29]. Asset and Liability Changes - As of March 31, 2025, inventory increased by 168.47%, contributing to a 13.43 percentage point rise in its proportion of total assets [38]. - The company’s fixed assets rose by 6.35%, while cash and cash equivalents decreased by 48.91% [38]. - Accounts receivable and notes receivable decreased by 81.56%, impacting their share of total assets [38]. - Accounts payable and notes payable surged by 240.06%, increasing their share of total assets by 17.59 percentage points [41]. Liquidity Ratios - The current ratio was reported at 1.04, while the quick ratio stood at 0.3 [44].

[Corporate Information](index=4&type=section&id=Corporate%20Information) This section provides an overview of the company's foundational details, including its governance structure, board composition, registration, and contact information [Board of Directors and Committees](index=4&type=section&id=Board%20of%20Directors%20and%20Committees) The company's board comprises two executive and three independent non-executive directors, supported by audit, remuneration, and nomination committees to ensure robust corporate governance - Board members include **Dr. Li Dahong** (Chairman), **Ms. Ma Xiaona** (Executive Director), and **Mr. Guo Wei**, **Mr. Lam Man Sum**, **Mr. Cheung Wai Hung** (Independent Non-executive Directors)[14](index=14&type=chunk) - The company has an Audit Committee (chaired by Mr. Lam Man Sum), a Remuneration Committee (chaired by Mr. Guo Wei), and a Nomination Committee (chaired by Mr. Guo Wei)[14](index=14&type=chunk) [Company Details](index=5&type=section&id=Company%20Details) The company is registered in the Cayman Islands with its principal place of business in Hong Kong, detailing legal advisors, share registrars, principal bankers, stock code, and contact information - The company's registered office is in the Cayman Islands, with its principal place of business in Wing Yip Centre, Sheung Wan, Hong Kong[18](index=18&type=chunk)[19](index=19&type=chunk) - The company's stock code is **8299**, and its official website is http://www.gt-gold.com[20](index=20&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) This report highlights the company's strategic focus on technical upgrades and AI integration for future growth, alongside its commitment to sustainable expansion [Fiscal Year 2024-25 Overview](index=6&type=section&id=Fiscal%20Year%202024-25%20Overview) Fiscal Year 2024-25 demonstrated the company's resilience, focusing on technical upgrades at its subsidiary Taizhou Mining to establish a foundation for future growth - Fiscal Year 2024-25 was a year of resilience and consolidation, with the company focusing on technical upgrades at its production subsidiary, Taizhou Mining, amidst domestic and international challenges[22](index=22&type=chunk) - Upon completion of technical upgrades, gold production is expected to increase significantly, driving revenue and profitability growth against a backdrop of relatively stable mining and processing costs and anticipated rising gold prices[23](index=23&type=chunk) - The company plans to achieve robust growth by acquiring gold and gold polymetallic mines in adjacent areas, prioritizing those already in production or with production potential[24](index=24&type=chunk) [Strategic Initiatives and Future Outlook](index=7&type=section&id=Strategic%20Initiatives%20and%20Future%20Outlook) The company initiated AI model development with a leading industrial AI firm to optimize mining operations and plans to commercialize these solutions for revenue diversification, aiming for sustained high growth through organic expansion and strategic acquisitions - The company collaborated with a leading industrial AI enterprise in mainland China to develop AI models, initially focusing on optimizing exploration plans, with plans to extend applications across the entire mining, processing, and smelting value chain to enhance operational efficiency[29](index=29&type=chunk) - The company has deepened its partnership with AI developers through a newly established joint venture and collaborated with global mining technology authority SRK Consulting to refine AI-driven mining models[29](index=29&type=chunk) - The company aims to commercialize these AI solutions, expanding into broader industrial scenarios to diversify revenue streams[29](index=29&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the group's financial performance, liquidity, operational activities, and future outlook, detailing key business developments and financial positions [Business Review](index=8&type=section&id=Business%20Review) The company's primary business is investment holding, with its main subsidiaries engaged in gold exploration, mining, mineral processing, and refining, producing gold concentrate and gold ingots - The company's principal activity is investment holding, with its main subsidiaries engaged in gold exploration, mining, mineral processing, and refining, producing gold concentrate and gold ingots[33](index=33&type=chunk)[37](index=37&type=chunk) [Financial Review](index=8&type=section&id=Financial%20Review) For the year ended March 31, 2025, group revenue significantly increased by **81.8% to HKD 1.314 billion**, driven by extended refining production and higher average gold prices, while net profit attributable to owners rose to **HKD 66.6 million** 2025 Fiscal Year Key Financial Data | Indicator | 2025 (HKD) | 2024 (HKD) | Change Rate | | :--- | :--- | :--- | :--- | | Revenue | 1,314,100,000 | 722,700,000 | +81.8% | | Gross Profit | 103,800,000 | 83,800,000 | +23.8% | | Gross Profit Margin | 7.9% | 11.6% | -3.7% | | Selling and Distribution Expenses | 1,300,000 | 1,900,000 | -30.8% | | Administrative Expenses | 26,700,000 | 24,500,000 | +9.0% | | Profit for the Year | 94,900,000 | 76,000,000 | +24.9% | | Net Profit Attributable to Owners | 66,600,000 | 55,300,000 | +20.4% | | Earnings Per Share | 0.95 HK cents | 0.92 HK cents | +3.3% | - The decrease in gross profit margin was primarily due to the company needing to purchase more gold concentrate from other mines to meet the capacity of its large refinery, where refining typically yields lower gross margins[36](index=36&type=chunk)[40](index=40&type=chunk) - The company acquired a gold refinery to establish a complete gold production chain, enhance revenue scale and profit potential, recover other mineral resources like silver, copper, and lead, and enter the end-user market for future growth and business diversification[36](index=36&type=chunk)[40](index=40&type=chunk) [Liquidity, Financial Resources and Funding](index=10&type=section&id=Liquidity,%20Financial%20Resources%20and%20Funding) As of March 31, 2025, cash and cash equivalents decreased to **HKD 29.5 million**, net current assets significantly declined to **HKD 19.6 million**, and inventory substantially increased to **HKD 401.2 million**, reflecting changes in financial structure 2025 Fiscal Year Liquidity and Financial Resources | Indicator | 2025 (HKD) | 2024 (HKD) | Change | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 29,500,000 | 47,500,000 | Decrease of 18,000,000 | | Net Current Assets | 19,600,000 | 174,600,000 | Decrease of 155,000,000 | | Inventories | 401,200,000 | 149,400,000 | Increase of 251,800,000 | | Non-current Other Payables | 139,900,000 | 345,100,000 | Decrease of 205,200,000 | | Current Ratio | 1.04 | 1.87 | Decrease | | Gearing Ratio | 15.5% | 27.3% | Decrease | | Trade and Other Payables (Current) | 451,400,000 | 132,700,000 | Increase of 318,700,000 | - The significant decrease in non-current other payables was primarily due to the settlement of most of the standby financing arrangement with Tongguan County Huineng Nonferrous Technology Co., Ltd. (the largest single creditor) through gold concentrate purchases, and the waiver of compensation payments from some former directors and supervisors[52](index=52&type=chunk)[54](index=54&type=chunk) - The significant increase in inventories was mainly due to an increase in finished goods (gold ingots), as management anticipated rising gold prices and held onto gold ingots for higher-priced sales[57](index=57&type=chunk)[61](index=61&type=chunk) - The group's monetary assets and transactions are primarily denominated in HKD or RMB, resulting in minimal foreign exchange exposure[67](index=67&type=chunk)[68](index=68&type=chunk)[73](index=73&type=chunk)[75](index=75&type=chunk)[80](index=80&type=chunk) [Significant Investments, Acquisitions, and Disposals](index=13&type=section&id=Significant%20Investment,%20Material%20Acquisition%20and%20Disposal) The group did not undertake any significant investments, acquisitions, or disposals of subsidiaries during the year, focusing on existing business development and exploring future growth opportunities - The group did not undertake any significant investments, material acquisitions, or disposals of subsidiaries and associates during the year[76](index=76&type=chunk)[81](index=81&type=chunk) - The company is focused on developing and strengthening its existing businesses, while exploring investment opportunities to broaden revenue streams, enrich reserves and resources, and enhance profitability, ultimately aiming to deliver substantial returns to shareholders[77](index=77&type=chunk)[81](index=81&type=chunk) [Employees and Remuneration Policies](index=14&type=section&id=Employees%20and%20Remuneration%20Policies) As of March 31, 2025, the group had **154 employees** primarily in mainland China and Hong Kong, with total staff costs of approximately **HKD 21.9 million**, and remuneration policies are based on industry practice and performance 2025 Fiscal Year Employee and Remuneration Data | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Number of Employees | 154 | 173 | | Total Staff Costs | 21,900,000 HKD | 18,400,000 HKD | - The group's remuneration policy is based on industry practice and individual employee performance, while the directors' remuneration policy aims to attract, motivate, and retain qualified directors by offering balanced and competitive compensation[84](index=84&type=chunk)[87](index=87&type=chunk) [Relationships with Employees, Customers, and Suppliers](index=14&type=section&id=Relationships%20with%20Employees,%20Customers%20and%20Suppliers) The group values employees as key to sustainable development, aims to provide comprehensive solutions to customers, and fosters deep cooperation with suppliers to create competitive advantages - The directors believe employees are crucial for the group's sustainable development and are committed to maintaining good working relationships and enhancing product quality[85](index=85&type=chunk)[88](index=88&type=chunk) - The group aims to provide comprehensive solutions to customers and establish a vertical supply chain management system through resource integration and supplier screening management[86](index=86&type=chunk)[89](index=89&type=chunk) - The group's goal is to deepen cooperation with strategic suppliers, create competitive advantages in the value chain, enhance social and environmental impact, and ensure suppliers uphold similar sustainability stances[90](index=90&type=chunk)[95](index=95&type=chunk) [Outlook](index=15&type=section&id=Prospect) The group plans to accelerate gold mining and production expansion through technical upgrades and asset acquisitions, aiming for significant output increases, while also exploring AI-driven mining models and gold jewelry e-commerce for revenue diversification - The group will accelerate gold mining and production expansion through technical upgrades and mining asset acquisitions, expecting a significant increase in gold output this year and sustained growth in the coming years[91](index=91&type=chunk)[92](index=92&type=chunk)[96](index=96&type=chunk) - The group plans to acquire multiple gold and gold polymetallic mines, either already in production or with production potential, within the next three to four years to substantially increase total gold resources, reserves, and annual production capacity[93](index=93&type=chunk)[96](index=96&type=chunk) - The group established an intelligent mining joint venture with a leading industrial AI developer in mainland China and partnered with SRK Consulting to develop AI-driven mining models, aiming to enhance exploration, mining, and smelting efficiency, and commercialize AI solutions for revenue diversification[97](index=97&type=chunk)[102](index=102&type=chunk) - The group also plans to enter the gold jewelry live e-commerce business, attracting young, brand-conscious customers through innovative designs and IP applications[97](index=97&type=chunk)[102](index=102&type=chunk) [Mineral Exploration, Mine Development, and Ore Mining Activities](index=16&type=section&id=Mineral%20Exploration,%20Mine%20Development%20and%20Ore%20Mining%20Activities) During the year, Taizhou Mining completed approximately **19,212 meters** of various roadway excavations and other mine development projects, with total mine development expenditure of approximately **HKD 117.9 million** - Taizhou Mining primarily completed various mine development projects during the year, including approximately **19,212 meters** of roadway excavation, **1,537 meters** of ramp excavation, **2,305 meters** of ore pass excavation, and **5,763 meters** of track laying and ditch excavation[99](index=99&type=chunk)[104](index=104&type=chunk) 2025 Fiscal Year Mineral Activity Expenditures | Activity Type | 2025 (HKD) | | :--- | :--- | | Total Mine Development Expenditure | 117,900,000 | | Total Mineral Exploration Expenditure | 2,400,000 | | Total Ore Mining Expenditure | 31,000,000 | [Resources and Reserves](index=17&type=section&id=Resources%20and%20Reserves) As of March 31, 2025, the group's gold resources and reserves were updated according to JORC Code (2012 Edition), with total Measured + Indicated Resources of **5,404 thousand tonnes** containing **32,982 kilograms** of gold - Resources and reserves data are based on a technical due diligence review completed by SRK Consulting China Ltd in August 2024 and comply with the JORC Code (2012 Edition)[107](index=107&type=chunk)[108](index=108&type=chunk) Gold Resources as of March 31, 2025 (1.2 g/t cut-off grade) | Indicator | Tonnage (thousand tonnes) | Grade (g/t, gold) | Contained Metal (kilograms, gold) | | :--- | :--- | :--- | :--- | | Measured Resources | 4,094 | 6.12 | 25,047 | | Indicated Resources | 1,310 | 6.04 | 7,935 | | Total Measured + Indicated Resources | 5,404 | 6.10 | 32,982 | | Inferred Resources | 680 | 6.03 | 4,089 | | Total | 6,084 | 6.09 | 37,071 | Gold Ore Reserves as of March 31, 2025 (1.7 g/t cut-off grade) | Indicator | Tonnage (thousand tonnes) | Grade (g/t, gold) | Contained Metal (kilograms, gold) | | :--- | :--- | :--- | :--- | | Proved Ore Reserves | 3,919 | 5.40 | 21,170 | | Probable Ore Reserves | 803 | 5.20 | 4,235 | | Total | 4,722 | 5.38 | 25,405 | [Biographical Details of Directors and Senior Management](index=18&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This section provides detailed biographical information for the company's executive directors, independent non-executive directors, and senior management team [Executive Directors](index=18&type=section&id=Executive%20Directors) Dr. Li Dahong (67) serves as Executive Director and Chairman with over 25 years of investment banking and finance experience, while Ms. Ma Xiaona (50) is an Executive Director and Compliance Officer with over 20 years of project finance and M&A experience in China and Hong Kong - Dr. Li Dahong (67) has over **25 years** of experience in investment banking, M&A, and other financial businesses, holding a Ph.D. in Civil Engineering from the University of Toronto, Canada, and graduating from Tsinghua University's Department of Civil and Environmental Engineering[111](index=111&type=chunk)[113](index=113&type=chunk) - Ms. Ma Xiaona (50) has over **20 years** of experience in project finance, joint ventures, and M&A in both mainland China and Hong Kong, covering gold mines, other resource mining, traditional manufacturing, and high-tech industries[112](index=112&type=chunk)[114](index=114&type=chunk) [Independent Non-executive Directors](index=19&type=section&id=Independent%20Non-executive%20Directors) Mr. Guo Wei (70) has over 30 years of management experience, Mr. Lam Man Sum (69) is a member of multiple professional accounting bodies, and Mr. Cheung Wai Hung (44) is a Chartered Tax Adviser and Certified Public Accountant - Mr. Guo Wei (70) has served as Chairman of Zhejiang Ruifeng Investment Co., Ltd. since 2004, possessing over **30 years** of management experience, including **20 years** as a corporate leader[115](index=115&type=chunk)[116](index=116&type=chunk) - Mr. Lam Man Sum (69) is a member of several professional bodies, including the Institute of Chartered Accountants in England and Wales, the Association of Chartered Certified Accountants, and the Hong Kong Institute of Certified Public Accountants, and is currently a partner at Grant Thornton Hong Kong Limited[117](index=117&type=chunk)[118](index=118&type=chunk) - Mr. Cheung Wai Hung (44) is a Chartered Tax Adviser of the Taxation Institute of Hong Kong, a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants, and a Fellow of the Association of Chartered Certified Accountants, currently serving as Financial Controller of Wai Chi Holdings Limited[119](index=119&type=chunk)[122](index=122&type=chunk) [Senior Management](index=21&type=section&id=Senior%20Management) Mr. Ma Qianzhou (67) possesses over 30 years of senior management experience in China's gold mining sector, and Ms. Li Qihua serves as Company Secretary, specializing in capital markets and corporate finance - Mr. Ma Qianzhou (67) has over **30 years** of senior management experience in gold mining, exploration, ore processing, refining, and M&A in China, currently serving as President of Tongguan County Gold Association and General Manager and Director of Taizhou Mining[120](index=120&type=chunk)[123](index=123&type=chunk) - Ms. Li Qihua has served as Company Secretary since February 2020, is a practicing solicitor in Hong Kong, and specializes in capital markets and corporate finance matters[121](index=121&type=chunk)[124](index=124&type=chunk) [Report of the Directors](index=22&type=section&id=Report%20of%20the%20Directors) This report outlines the company's principal activities, key risks, compliance, environmental performance, financial results, corporate governance, and shareholder information [Principal Activities and Business Review](index=22&type=section&id=Principal%20Activities%20and%20Business%20Review) The company's principal business is investment holding, with its subsidiaries engaged in gold exploration, mining, mineral processing, and refining, with a detailed business review provided in the Chairman's Statement and MD&A - The company's principal business is investment holding, with its main subsidiaries engaged in gold exploration, mining, mineral processing, and refining[127](index=127&type=chunk)[131](index=131&type=chunk) - The business review and discussion of future business development for the year are included in the Chairman's Statement and Management Discussion and Analysis[128](index=128&type=chunk)[132](index=132&type=chunk) [Principal Risks and Uncertainties](index=22&type=section&id=Principal%20Risks%20and%20Uncertainties) The group faces key risks including gold price volatility, inherent investment risks in mineral exploration and mining, changes in government regulations, increasingly stringent environmental protection requirements, and financial funding needs - **Gold Price Volatility**: China's gold prices are highly influenced by international gold prices (denominated in USD) and the USD/RMB exchange rate; global economic conditions, monetary policies, inflation, and geopolitical factors are beyond the group's control and significantly impact its revenue, cash flow, and profitability[129](index=129&type=chunk)[133](index=133&type=chunk) - **Investment Risks**: Mineral exploration and mining investments are inherently high-risk, requiring substantial capital expenditure, and results may not meet expectations; the group mitigates risks through risk assessment, engaging professionals, adopting AI-assisted solutions, and business diversification (e.g., providing technical services, exploring the gold end-consumer market)[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk)[138](index=138&type=chunk) - **Government Regulations**: Mining activities are affected by various government policies, standards, permits, and regulations, such as mining rights consolidation and lengthy, uncertain approval processes; the group addresses this by close cooperation with government agencies, expanding mining permit scope, and closely monitoring policy developments[140](index=140&type=chunk)[141](index=141&type=chunk) - **Environmental Protection**: The nationwide green mine construction campaign has led to increasingly stringent environmental regulations, potentially increasing operating costs and causing temporary production interruptions; the group has formulated environmental policies, taken proactive measures, reserved financial and material resources, and strengthened management training to ensure compliance[143](index=143&type=chunk)[144](index=144&type=chunk) - **Financial Risks**: The group requires sufficient funding for working capital, debt repayment, development, and acquisitions; financial management involves expanding the revenue base, enhancing profitability, and raising capital as needed to ensure cash flow and achieve profit targets, which are crucial for financial health[146](index=146&type=chunk)[148](index=148&type=chunk) [Compliance with Relevant Laws and Regulations](index=26&type=section&id=Compliance%20with%20Relevant%20Laws%20and%20Regulations) As of the report date, the group has complied in all material respects with relevant laws and regulations in the Cayman Islands, Hong Kong, and the People's Republic of China - For the year and up to the date of this report, the group has complied in all material respects with all relevant laws and regulations of the Cayman Islands, Hong Kong, and the People's Republic of China concerning its business operations[147](index=147&type=chunk)[149](index=149&type=chunk) [Environmental Policies and Performance](index=27&type=section&id=Environmental%20Policies%20and%20Performance) The group's environmental policy aims to protect natural and social environments, ensure regulatory compliance, and achieve sustainable operations through impact assessments, emission controls, waste management, and land reclamation, with no environmental claims or penalties incurred this year - The group's environmental policy aims to protect the natural and social environment, ensure full compliance with all applicable regulatory requirements and standards, and achieve sustainable operations[151](index=151&type=chunk)[155](index=155&type=chunk) - The group adopts proactive and effective measures, including conducting preliminary impact assessments for new projects, planning production activities with environmental considerations, controlling and gradually reducing greenhouse gas emissions, collecting and treating all waste at source, recycling and reusing treated waste where possible, minimizing environmental discharges, and reclaiming areas affected by mining activities[151](index=151&type=chunk)[155](index=155&type=chunk) - During the year, the group did not face any environmental claims, lawsuits, fines, or disciplinary actions[152](index=152&type=chunk)[157](index=157&type=chunk) [Financial Results and Summaries](index=27&type=section&id=Financial%20Results%20and%20Summaries) The group's financial performance for the year is presented in the consolidated statement of profit or loss and other comprehensive income, with no dividend recommended by the Board - The group's performance for the year is presented in the consolidated statement of profit or loss and other comprehensive income (page 111)[153](index=153&type=chunk)[158](index=158&type=chunk) - The Board does not recommend the payment of any dividend for the year[161](index=161&type=chunk)[168](index=168&type=chunk) - A five-year financial summary can be found on page 236, and details of changes in property, plant and equipment and share capital are disclosed in notes 16 and 31 to the consolidated financial statements, respectively[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk)[169](index=169&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk) [Corporate Governance and Shareholder Information](index=28&type=section&id=Corporate%20Governance%20and%20Shareholder%20Information) The Audit Committee reviewed the audited consolidated financial statements, the company issued **1,130,434,782 new ordinary shares** upon convertible bond exercise, and sales to the top five customers accounted for **100%** of total sales - The Audit Committee has reviewed the company's audited consolidated financial statements for the year ended March 31, 2025[167](index=167&type=chunk)[174](index=174&type=chunk) - During the year, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[178](index=178&type=chunk)[184](index=184&type=chunk) - During the year, the company issued **1,130,434,782 new ordinary shares** upon the exercise of conversion rights attached to convertible bonds[178](index=178&type=chunk)[184](index=184&type=chunk) - As of March 31, 2025, the company had no reserves available for distribution to shareholders[180](index=180&type=chunk)[186](index=186&type=chunk) - For the year, sales to the group's top five customers accounted for approximately **100%** of total sales, with the largest customer accounting for approximately **65.3%**; purchases from the top five suppliers accounted for approximately **100%** of total purchases, with the largest supplier accounting for approximately **91.5%**[181](index=181&type=chunk)[187](index=187&type=chunk) [Directors and Service Contracts](index=30&type=section&id=Directors%20and%20Service%20Contracts) As of the report date, the Board comprises Dr. Li Dahong, Ms. Ma Xiaona (Executive Directors), and Mr. Guo Wei, Mr. Lam Man Sum, Mr. Cheung Wai Hung (Independent Non-executive Directors), all with three-year service contracts subject to rotation provisions - As of the date of this report, the Board members include Executive Directors Dr. Li Dahong and Ms. Ma Xiaona, and Independent Non-executive Directors Mr. Guo Wei, Mr. Lam Man Sum, and Mr. Cheung Wai Hung[190](index=190&type=chunk)[194](index=194&type=chunk) - Mr. Cheung Wai Hung's service contract is for a term of three years from September 27, 2024; Dr. Li Dahong and Mr. Lam Man Sum's service contracts are for a term of three years from September 28, 2023; Ms. Ma Xiaona and Mr. Guo Wei's service contracts are for a term of three years from September 22, 2025[190](index=190&type=chunk)[191](index=191&type=chunk)[193](index=193&type=chunk) - The directors' terms of service are subject to the provisions for retirement by rotation as set out in the company's articles of association[191](index=191&type=chunk)[193](index=193&type=chunk) [Management Contracts and Retirement Benefit Schemes](index=31&type=section&id=Management%20Contracts%20and%20Retirement%20Benefit%20Schemes) The company had no management contracts during the year and provides defined contribution retirement benefit schemes for employees in Hong Kong and mainland China, with no work-related fatalities in the past three years - The company did not enter into or have any management and administration contracts concerning the whole or any substantial part of its business during the year[197](index=197&type=chunk)[201](index=201&type=chunk) - The group implements a Mandatory Provident Fund retirement benefit scheme for Hong Kong employees and a central pension scheme for employees of its mainland China subsidiaries, both being defined contribution schemes[198](index=198&type=chunk)[202](index=202&type=chunk) - The group's contributions to defined contribution schemes are fully and immediately vested in employees, and there have been no work-related fatalities in the past three years[199](index=199&type=chunk)[202](index=202&type=chunk)[72](index=72&type=chunk)[409](index=409&type=chunk) [Directors' Interests and Share Option Scheme](index=32&type=section&id=Directors'%20Interests%20and%20Share%20Option%20Scheme) As of March 31, 2025, directors and chief executives held interests in the company's shares, primarily through share options, with major shareholder Mr. Ma Qianzhou and his spouse Ms. Zhao Yuebing holding a majority interest, and a share option scheme adopted in 2021 to incentivize staff Directors' Interests in Shares and Related Shares as of March 31, 2025 | Director Name | Nature of Interest | Number of Ordinary Shares Held | Number of Related Ordinary Shares | Approximate Shareholding Percentage | | :--- | :--- | :--- | :--- | :--- | | Dr. Li Dahong | Beneficial Owner | – | 23,948,516 | 0.32% | | Ms. Ma Xiaona | Beneficial Owner | – | 20,954,950 | 0.28% | | Mr. Cheung Wai Hung | Beneficial Owner | – | 2,993,564 | 0.04% | | Mr. Guo Wei | Beneficial Owner | – | 2,993,564 | 0.04% | | Mr. Lam Man Sum | Beneficial Owner | – | 2,993,564 | 0.04% | | Total | | – | 53,884,158 | 0.73% | - Major shareholder Mr. Ma Qianzhou holds **4,029,354,894 shares (54.24%)** of the company, and his spouse Ms. Zhao Yuebing holds **179,613,860 shares (2.42%)**, with both considered to have mutual interests[224](index=224&type=chunk)[225](index=225&type=chunk) - The company adopted a share option scheme on September 27, 2021, with a **ten-year validity**, aimed at incentivizing employees and recruiting talent[229](index=229&type=chunk)[230](index=230&type=chunk)[233](index=233&type=chunk) - As of the date of this annual report, the total number of shares available for issue under the share option scheme is **89,806,930 shares**, representing **1.21%** of the company's issued shares[236](index=236&type=chunk)[239](index=239&type=chunk) Share Option Movements as of March 31, 2025 | Participant Category Name | April 1, 2024 | Granted | Exercised | Lapsed | Cancelled | March 31, 2025 | Grant Date | Exercise Period | Exercise Price (HKD/share) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Directors | 53,884,158 | – | – | – | – | 53,884,158 | 31-8-23 | 31-8-23-30-8-33 | 0.117 | | Employees (Cumulative) | 22,577,564 | – | – | – | – | 22,577,564 | 24-5-22/31-8-23 | 24-5-22-23-5-32/31-8-23-30-8-33 | 0.088/0.117 | | Consultants | 12,785,564 | – | – | – | – | 12,785,564 | 24-5-22/31-8-23 | 24-5-22-23-5-32/31-8-23-30-8-33 | 0.088/0.117 | | Total | 89,247,286 | – | – | – | – | 89,247,286 | | | 0.144 (Weighted Average) | [Related Party Transactions and Emolument Policy](index=40&type=section&id=Related%20Party%20Transactions%20and%20Emolument%20Policy) Related party transactions primarily involve loans from major shareholders and directors, which are unsecured, interest-free, and repayable on demand, complying with GEM Listing Rules for exempted connected transactions, while remuneration policies are performance-based - Related party loans primarily originated from Ms. Zhao Yuebing, Mr. Ma Qianzhou, and Mr. Zhou Yong, which have been included in the borrowing balance and are interest-free, unsecured, and repayable on demand[248](index=248&type=chunk)[252](index=252&type=chunk)[226](index=226&type=chunk)[1133](index=1133&type=chunk)[1134](index=1134&type=chunk)[1135](index=1135&type=chunk)[1136](index=1136&type=chunk)[1137](index=1137&type=chunk)[1138](index=1138&type=chunk)[1139](index=1139&type=chunk) - These related party transactions comply with the exempted connected transaction requirements under Chapter 20 of the GEM Listing Rules, exempting them from reporting, announcement, or independent shareholders' approval requirements[248](index=248&type=chunk)[249](index=249&type=chunk)[252](index=252&type=chunk) - The group's remuneration policy is based on employee performance, experience, and market rates, while directors' remuneration considers their experience, company responsibilities, and market conditions[250](index=250&type=chunk)[253](index=253&type=chunk) [Sufficiency of Public Float and Use of Proceeds](index=40&type=section&id=Sufficiency%20of%20Public%20Float%20and%20Use%20of%20Proceeds) As of the report date, the company maintained at least **25%** public float, complying with GEM Listing Rules, and net proceeds of approximately **HKD 41.1 million** from a share subscription were primarily used for technical upgrade projects and general working capital - As of the date of this report, at least **25%** of the company's total issued shares are held by the public, complying with the GEM Listing Rules[251](index=251&type=chunk)[254](index=254&type=chunk) - On March 22, 2024, the company entered into a subscription agreement with King Tower Global Absolute Return Fund SPC to subscribe for **310,638,298 new ordinary shares** at **HKD 0.141 per share**[256](index=256&type=chunk)[259](index=259&type=chunk) Use of Net Proceeds from Subscription (as of March 31, 2025) | Intended Use | Actual Net Proceeds (HKD thousands) | Actual Use as of Report Date (HKD thousands) | Unused Net Proceeds as of Report Date (HKD thousands) | Expected Timeline for Intended Use | | :--- | :--- | :--- | :--- | :--- | | Technical Upgrade Projects | 26,100 | 20,500 | 5,600 | On or before September 2025 | | General Working Capital | 15,000 | 15,000 | – | Used as intended | | Total | 41,100 | 35,500 | 5,600 | | [Event After the Reporting Period and Auditor](index=42&type=section&id=Event%20After%20the%20Reporting%20Period%20and%20Auditor) Subsequent to the reporting period, the company established AI Mining Company Limited in Hong Kong on June 2, 2025, with **51%** ownership, focusing on AI model development for mining, and the consolidated financial statements were audited by Evergreen (Hong Kong) CPA Limited - On June 2, 2025, the company established a joint venture, AI Mining Company Limited, in Hong Kong, with the company owning **51%** equity, primarily engaged in developing artificial intelligence models for the mining sector[266](index=266&type=chunk)[267](index=267&type=chunk) - The consolidated financial statements for the year were audited by Evergreen (Hong Kong) CPA Limited[270](index=270&type=chunk)[273](index=273&type=chunk) - Evergreen (Hong Kong) CPA Limited was appointed on March 5, 2024, to fill the vacancy left by the resignation of the previous auditor, aiming to address growing global gold demand and rising gold prices, and prepare for future overseas business expansion[271](index=271&type=chunk)[273](index=273&type=chunk) [Environmental, Social and Governance Report](index=44&type=section&id=Environmental,%20Social%20and%20Governance%20Report) This report, prepared in accordance with GEM Listing Rules Appendix C2, outlines the company's ESG initiatives, with the Board overseeing ESG matters, assessing risks, and setting policies, supported by annual materiality assessments and stakeholder engagement [Objectives and Governance Structure](index=44&type=section&id=Objectives%20and%20Governance%20Structure) This report, prepared in accordance with GEM Listing Rules Appendix C2, outlines the company's ESG initiatives, with the Board overseeing ESG matters, assessing risks, and setting policies, supported by annual materiality assessments and stakeholder engagement - This report is prepared in accordance with Appendix C2 "Environmental, Social and Governance Reporting Guide" of the GEM Listing Rules, presenting the ESG measures and activities of the company and its subsidiaries for the year ended March 31, 2025[276](index=276&type=chunk)[279](index=279&type=chunk) - The Board plays a primary role in overseeing the group's ESG matters, assessing ESG-related risks, and formulating policies, ensuring that management and the ESG working team have the necessary tools and resources[277](index=277&type=chunk)[280](index=280&type=chunk) - The group conducts a comprehensive materiality assessment annually, identifying and prioritizing **24 significant ESG issues** covering environmental, social, and operational aspects through communication with stakeholders[281](index=281&type=chunk)[282](index=282&type=chunk)[286](index=286&type=chunk)[287](index=287&type=chunk)[303](index=303&type=chunk)[304](index=304&type=chunk) [Reporting Principles and Scope](index=46&type=section&id=Reporting%20Principles%20and%20Scope) The report adheres to four principles—materiality, quantitative, balance, and consistency—focusing on Taizhou Mining's gold exploration, mining, and mineral processing operations, covering environmental protection and social responsibility policies - This report adheres to four key principles: materiality, quantitative, balance, and consistency[289](index=289&type=chunk)[290](index=290&type=chunk)[293](index=293&type=chunk)[294](index=294&type=chunk) - The report's scope primarily focuses on the gold exploration, mining, and mineral processing operations of Tongguan County Taizhou Mining Co., Ltd. (Taizhou Mining), with gold concentrate as its product[291](index=291&type=chunk)[292](index=292&type=chunk)[295](index=295&type=chunk) - Taizhou Mining completed multiple mine development projects in 2025, including roadway excavation, ramp excavation, ore pass excavation, and track laying and ditch excavation[292](index=292&type=chunk)[295](index=295&type=chunk) - The group actively participates in activities to help vulnerable communities, considering social responsibility as its fundamental duty[296](index=296&type=chunk)[298](index=298&type=chunk) [Stakeholder Engagement and Materiality Assessment](index=47&type=section&id=Stakeholder%20Engagement%20and%20Materiality%20Assessment) The group maintains regular communication with stakeholders through various channels to understand their expectations, conducting annual materiality assessments to identify and prioritize **24 key ESG issues** impacting business and stakeholders - The group emphasizes establishing regular communication mechanisms with stakeholders, setting up online and offline communication channels to timely articulate sustainable development strategic plans and performance, and solicit feedback and requirements from all parties[297](index=297&type=chunk)[300](index=300&type=chunk) - Stakeholders include shareholders, employees, government and regulatory bodies, customers, suppliers, communities, institutional and individual investors, whose expectations cover financial performance, information transparency, robust risk control, career development, salary and benefits, safe working environment, compliant operations, product quality, customer privacy, integrity in cooperation, environmental protection, and employment opportunities[298](index=298&type=chunk)[301](index=301&type=chunk)[302](index=302&type=chunk) - In 2025, the group conducted a comprehensive materiality assessment, identifying and determining **24 issues** covering greenhouse gas emissions, energy consumption, employee welfare, occupational health and safety, supply chain management, customer privacy, anti-corruption, and community investment[303](index=303&type=chunk)[304](index=304&type=chunk)[305](index=305&type=chunk)[309](index=309&type=chunk) [Environmental Performance](index=51&type=section&id=Environmental%20Performance) The group is committed to minimizing environmental impact from mining activities, strictly adhering to environmental laws, setting reduction targets for air pollutants and greenhouse gas emissions, and implementing measures for waste, wastewater, and noise management, with no harmful waste generated - The group is committed to reducing the environmental impact of its mining activities, production activities, and products, strictly complying with relevant environmental laws and regulations such as the "Environmental Protection Law of the People's Republic of China"[311](index=311&type=chunk)[316](index=316&type=chunk)[318](index=318&type=chunk)[358](index=358&type=chunk)[361](index=361&type=chunk) 2025 Fiscal Year Air Pollutant Emissions | Pollutant Type | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Nitrogen Oxides (NOx) | grams | 7,233 | 7,357 | | Sulfur Oxides (SOx) | grams | 132 | 138 | | Particulate Matter (PM) | grams | 476 | 522 | - The group has set a target to reduce the emission density of nitrogen oxides, sulfur oxides, and particulate matter by **3%** by 2029[322](index=322&type=chunk)[323](index=323&type=chunk) 2025 Fiscal Year Greenhouse Gas Emissions | Indicator | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | GHG Emissions (Scope 1) | kg CO2e | 33,072 | 28,029 | | GHG Emissions (Scope 2) | kg CO2e | 5,329,688 | 4,656,315 | | GHG Emissions (Scope 3) | kg CO2e | 13,764 | 6,533 | | Total GHG Emissions | kg CO2e | 5,376,524 | 4,690,877 | | Total Production | tonnes | 66,012 | 66,663 | | GHG Intensity | kg CO2e/tonne | 81 | 70 | - The group has set a target to reduce the greenhouse gas emission density for Scope 1, Scope 2, and Scope 3 by **3%** by 2029[329](index=329&type=chunk)[330](index=330&type=chunk) - The group controls micro-dust waste emissions through measures such as wet drilling, ventilation fans, regular cleaning of rock surfaces, automatic feeding systems, wet mining agents, fully enclosed workshops, and dense mesh[336](index=336&type=chunk)[337](index=337&type=chunk)[339](index=339&type=chunk) - The group has constructed wastewater treatment facilities, recycling all treated wastewater back to the beneficiation plant, with no direct discharge into the environment under normal operations, and complies with the "Integrated Wastewater Discharge Standard"[338](index=338&type=chunk)[340](index=340&type=chunk)[341](index=341&type=chunk)[342](index=342&type=chunk)[343](index=343&type=chunk)[344](index=344&type=chunk) - The group's mining waste rock is crushed and used for road paving and underground backfilling, with remaining waste stored in designated waste rock dumps, and measures taken to prevent soil erosion; no hazardous waste was generated during production[346](index=346&type=chunk)[347](index=347&type=chunk)[348](index=348&type=chunk) 2025 Fiscal Year Waste Generation | Waste Type | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Total Hazardous Waste | tonnes | Not Applicable | Not Applicable | | Total Non-hazardous Waste | tonnes | 18,346 | 18,059 | | Non-hazardous Waste Intensity | tonnes/tonne of product | 0.28 | 0.28 | - The group has set a target to reduce non-hazardous waste intensity by **3%** by 2029[351](index=351&type=chunk)[352](index=352&type=chunk) - The group controls noise through measures such as silencers, vibration reduction methods, soundproof rooms, and rubber linings, and selects mining areas away from residential zones, strictly complying with the "Industrial Enterprise Boundary Noise Standard"[353](index=353&type=chunk)[354](index=354&type=chunk)[355](index=355&type=chunk)[356](index=356&type=chunk) 2025 Fiscal Year Resource Consumption Data | Indicator | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Electricity Consumption | kWh | 9,098,213 | 7,950,000 | | Fuel Consumption | kWh | 401,123 | 554,385 | | Total Energy Consumption | kWh | 9,499,336 | 8,504,385 | | Energy Consumption Intensity | kWh/tonne of product | 144 | 128 | | Water Consumption | cubic meters | 22,847 | 10,783 | | Water Consumption Intensity | cubic meters/tonne of product | 0.35 | 0.16 | - The group has set a target to reduce energy consumption intensity and water consumption intensity by **3%** by 2029[369](index=369&type=chunk)[370](index=370&type=chunk) - The group implements measures such as upgrading high-voltage lines, replacing equipment and lines to enhance production capacity and reduce line losses, and implementing water-saving and consumption reduction initiatives, including industrial wastewater recycling[363](index=363&type=chunk)[364](index=364&type=chunk)[366](index=366&type=chunk) - The group continuously monitors the potential impact of climate change on its business and operations, regularly reviews government policies and market trends, and develops plans to address physical and transition risks based on the Task Force on Climate-related Financial Disclosures framework[376](index=376&type=chunk)[377](index=377&type=chunk)[378](index=378&type=chunk)[379](index=379&type=chunk) [Social Performance](index=66&type=section&id=Social%20Performance) The group is dedicated to providing a fair and non-discriminatory work environment, safeguarding employee rights, ensuring occupational health and safety, prohibiting child and forced labor, maintaining a robust supply chain, ensuring product quality, and actively engaging in anti-corruption and community investment initiatives - The group is committed to providing a non-discriminatory, equal opportunity work environment, safeguarding employee rights in terms of remuneration, dismissal, recruitment, promotion, rest periods, and annually reviews its employment policies[380](index=380&type=chunk)[381](index=381&type=chunk)[382](index=382&type=chunk)[384](index=384&type=chunk)[385](index=385&type=chunk)[386](index=386&type=chunk) 2025 Fiscal Year Employee Composition (excluding Independent Non-executive Directors) | Category | 2025 | 2024 | | :--- | :--- | :--- | | **By Gender** | | | | Male | 127 (82%) | 148 (86%) | | Female | 27 (18%) | 25 (14%) | | **By Age Group** | | | | Under 30 | 7 (5%) | 7 (4%) | | 30 to 50 | 79 (51%) | 98 (57%) | | Over 50 | 68 (44%) | 68 (39%) | | **By Employment Category** | | | | Full-time | 154 (100%) | 173 (100%) | | **By Geographical Region** | | | | Hong Kong | 9 (6%) | 8 (5%) | | China | 145 (94%) | 165 (95%) | | **Total** | 154 (100%) | 173 (100%) | 2025 Fiscal Year Employee Turnover Rate | Category | 2025 | 2024 | | :--- | :--- | :--- | | **By Gender** | | | | Male | 18% | 6% | | Female | – | 13% | | **By Age Group** | | | | Under 30 | 29% | 14% | | 30 to 50 | – | – | | Over 50 | 1% | 16% | | **By Region** | | | | China | 16% | 7% | - The group places high importance on occupational health and safety, requiring employees to comply with safety instructions, attend safety training, and be equipped with necessary safety equipment, and passes government safety inspections; in the past three years, the group has had no employee fatalities due to work-related accidents[398](index=398&type=chunk)[399](index=399&type=chunk)[400](index=400&type=chunk)[401](index=401&type=chunk)[409](index=409&type=chunk)[410](index=410&type=chunk) - The group strictly adheres to rules and regulations for explosive use, maintaining approved dedicated isolated explosive storage facilities and implementing stringent access control measures to ensure safety[405](index=405&type=chunk)[406](index=406&type=chunk) - The group provides continuous training for employees, including new employee induction training and on-the-job training, to enhance skills and knowledge; in 2025, the employee training percentage was **95%**, with an average training duration of **5.8 hours**[413](index=413&type=chunk)[416](index=416&type=chunk)[417](index=417&type=chunk)[418](index=418&type=chunk)[419](index=419&type=chunk)[420](index=420&type=chunk)[421](index=421&type=chunk)[422](index=422&type=chunk) - The group strictly enforces recruitment procedures to prevent child and forced labor, complying with relevant laws and regulations such as the "Labor Law of the People's Republic of China" and the "Labor Contract Law"[427](index=427&type=chunk)[428](index=428&type=chunk)[430](index=430&type=chunk)[431](index=431&type=chunk)[432](index=432&type=chunk) - The group establishes a comprehensive vertical supply chain management system through resource integration and supplier screening management, maintaining long-term cooperative relationships with suppliers to ensure stable supply[433](index=433&type=chunk)[434](index=434&type=chunk)[435](index=435&type=chunk) Number of Key Suppliers as of End of 2025 (by Region) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Mainland China | 11 | 10 | - The group ensures product quality and gold content through independent laboratory sampling and testing, complying with the "Product Quality Law of the People's Republic of China"; in 2025, no products were returned due to safety or health issues, and no customer complaints were received[439](index=439&type=chunk)[440](index=440&type=chunk)[443](index=443&type=chunk)[444](index=444&type=chunk)[448](index=448&type=chunk)[452](index=452&type=chunk) - The group maintains confidentiality of commercial information and customer data, establishes strict employee codes of conduct, and complies with anti-corruption laws and regulations such as the "Prevention of Bribery Ordinance" and the "Anti-Unfair Competition Law of the People's Republic of China"; in 2025, there were no bribery or corruption allegations[446](index=446&type=chunk)[447](index=447&type=chunk)[449](index=449&type=chunk)[450](index=450&type=chunk)[453](index=453&type=chunk)[454](index=454&type=chunk)[455](index=455&type=chunk)[456](index=456&type=chunk)[457](index=457&type=chunk)[460](index=460&type=chunk)[461](index=461&type=chunk) - The group actively participates in community welfare and environmental restoration activities, encourages employee involvement in public welfare, prioritizes hiring local villagers, and is committed to exploring more community investment opportunities[462](index=462&type=chunk)[463](index=463&type=chunk)[464](index=464&type=chunk) [Corporate Governance Report](index=83&type=section&id=Corporate%20Governance%20Report) This report describes the company's corporate governance practices, board composition, committee functions, risk management, and commitment to investor relations and shareholder rights [Corporate Governance Practices and Culture](index=83&type=section&id=Corporate%20Governance%20Practices%20and%20Culture) The company is committed to maintaining high standards of corporate governance, adopting the GEM Listing Rules Corporate Governance Code, and fostering a proactive corporate culture that emphasizes investment value, environmental protection, and financial objectives - The company is committed to achieving and maintaining the highest standards of corporate governance, having adopted the Corporate Governance Code and Corporate Governance Report provisions set out in Appendix C1 of the GEM Listing Rules[466](index=466&type=chunk)[467](index=467&type=chunk)[469](index=469&type=chunk) - While the roles of Chairman and Chief Executive Officer should be separate, the Chairman role was held by Dr. Li Dahong during the year, and the CEO position was vacant; the Board will continue to review the existing structure and fill the CEO position when appropriate[468](index=468&type=chunk)[469](index=469&type=chunk) - The group upholds a proactive corporate culture that guides employee behavior and ensures alignment of the company's vision, mission, policies, and business strategies, including maintaining investment value and reputation, prioritizing environmental protection and occupational health and safety, delivering high-quality products on time, encouraging diversity and innovation, controlling costs, and achieving financial objectives[470](index=470&type=chunk)[471](index=471&type=chunk)[475](index=475&type=chunk) [Board Composition and Diversity](index=84&type=section&id=Board%20Composition%20and%20Diversity) The Board consists of two executive and three independent non-executive directors, possessing balanced experience and qualifications, and adheres to a diversity policy considering professional experience, skills, gender, age, and background to enhance decision-making - The Board comprises **five directors**, including **two executive directors** and **three independent non-executive directors**[485](index=485&type=chunk)[489](index=489&type=chunk) - The company has adopted a Board Diversity Policy, recognizing it as a key element for maintaining good corporate governance, achieving sustainable development, and fulfilling strategic objectives[492](index=492&type=chunk)[495](index=495&type=chunk) - The concept of diversity encompasses multiple dimensions, including professional experience, business acumen, skills, knowledge, gender, age, cultural and educational background, ethnicity, and length of service[492](index=492&type=chunk)[495](index=495&type=chunk) - Measurable objectives of the Board Diversity Policy include: at least one-third of members being independent non-executive directors; at least three members being independent non-executive directors; and at least one member possessing appropriate professional qualifications or expertise in accounting or related financial management[501](index=501&type=chunk) - As of March 31, 2025, the company had achieved the measurable objectives under its Board Diversity Policy[497](index=497&type=chunk)[499](index=499&type=chunk) [Mechanisms to Ensure Independent Views and Directors' Attendance](index=89&type=section&id=Mechanisms%20to%20Ensure%20Independent%20Views%20and%20Directors'%20Attendance) The company ensures independent opinions through annual reviews by the Nomination Committee, requiring independent non-executive directors to confirm their independence and recuse themselves from conflicts of interest, with high attendance rates at Board and committee meetings - The Nomination Committee annually reviews the Board's composition and the independence of independent non-executive directors to ensure the Board receives independent advice and perspectives[502](index=502&type=chunk)[503](index=503&type=chunk)[504](index=504&type=chunk) - Independent non-executive directors have confirmed their independence in accordance with Rule 3.13 of the Listing Rules, and the company considers all independent non-executive directors to be independent[504](index=504&type=chunk) - The Board Chairman holds at least one meeting annually with the independent non-executive directors, and all directors may seek independent professional advice when necessary[504](index=504&type=chunk) 2025 Fiscal Year Directors' Meeting Attendance Record | Director Name | Board Meetings | Audit Committee Meetings | Remuneration Committee Meetings | Nomination Committee Meetings | General Meetings | | :--- | :--- | :--- | :--- | :--- | :--- | | Dr. Li Dahong | 7/7 | – | – | – | 1/1 | | Ms. Ma Xiaona | 7/7 | – | 3/3 | 2/2 | 1/1 | | Mr. Guo Wei | 7/7 | 3/3 | 3/3 | 2/2 | 1/1 | | Mr. Lam Man Sum | 7/7 | 3/3 | 3/3 | 2/2 | 1/1 | | Mr. Cheung Wai Hung | 7/7 | 3/3 | – | – | 1/1 | [Corporate Governance Function and Directors' Training](index=90&type=section&id=Corporate%20Governance%20Function%20and%20Directors'%20Training) The Board is responsible for establishing and reviewing corporate governance policies, overseeing director training, ensuring legal compliance, and developing codes of conduct, with all directors engaging in continuous professional development - The Board is responsible for formulating and reviewing the group's corporate governance policies, overseeing the training of directors and senior management, ensuring compliance with laws and regulations, establishing codes of conduct, and reviewing the company's adherence to these codes[507](index=507&type=chunk)[509](index=509&type=chunk)[515](index=515&type=chunk) - All directors participate in continuous professional development to develop and update their knowledge and skills, ensuring their contributions to the Board are informed and relevant[509](index=509&type=chunk)[510](index=510&type=chunk)[512](index=512&type=chunk)[513](index=513&type=chunk) [Board Committees and Nomination Policy](index=92&type=section&id=Board%20Committees%20and%20Nomination%20Policy) The company has Audit, Remuneration, and Nomination Committees to assist the Board, with the Audit Committee reviewing financial information, the Nomination Committee assessing board structure and candidate suitability, and the Remuneration Committee setting compensation policies - The company has established an Audit Committee, a Remuneration Committee, and a Nomination Committee to assist the Board in fulfilling its responsibilities, with adequate resources and access to external professional advice[517](index=517&type=chunk)[521](index=521&type=chunk) - The primary responsibilities of the Audit Committee are to review the company's financial information, oversee the financial reporting process, risk management, and internal control systems, and maintain a relationship with the auditor[518](index=518&type=chunk)[522](index=522&type=chunk) - The primary responsibilities of the Nomination Committee are to review the Board's structure, identify qualified candidates, assess the independence of independent non-executive directors, and make recommendations for director appointments[526](index=526&type=chunk)[529](index=529&type=chunk) - The selection criteria for the nomination policy include candidates' ethnicity, reputation, character, integrity, qualifications, skills, knowledge, business judgment, and experience relevant to the group's business, as well as factors related to the Board Diversity Policy[531](index=531&type=chunk)[534](index=534&type=chunk)[536](index=536&type=chunk) - The primary responsibilities of the Remuneration Committee are to formulate transparent remuneration policies and packages for directors and senior management, and to review and/or approve matters related to share schemes[546](index=546&type=chunk)[549](index=549&type=chunk) 2025 Fiscal Year Senior Management Remuneration Range | Remuneration Range (HKD) | Number of Individuals | | :--- | :--- | | Zero to 1,000,000 | 6 | | 1,000,001 to 6,000,000 | 1 | [Auditors' Remuneration and Dividend Policy](index=97&type=section&id=Auditors'%20Remuneration%20and%20Dividend%20Policy) For fiscal year 2025, auditor fees for annual audit services were **HKD 1.43 million**, and the company's dividend policy aims to distribute surplus funds to shareholders after meeting operational and development needs, considering various financial factors 2025 Fiscal Year Auditor Remuneration | Service Category | Amount (HKD) | | :--- | :--- | | Annual Audit Services | 1,430,000 | | Non-audit Services | – | - The company's dividend policy aims to distribute surplus funds to shareholders after deducting operational needs and requirements for current and future business development[556](index=556&type=chunk)[560](index=560&type=chunk) - When deciding on dividend payments, the Board considers factors such as financial performance, profits, losses and distributable reserves, working capital and liquidity needs, gearing ratio, capital requirements, company development plans, and shareholders' interests[561](index=561&type=chunk)[564](index=564&type=chunk) - The Board reserves the sole and absolute right to update, amend, change, and/or cancel the dividend policy, and does not guarantee the payment of any specific amount of dividend in any given period[562](index=562&type=chunk)[565](index=565&type=chunk) [Accountability, Risk Management and Internal Control Systems](index=98&type=section&id=Accountability,%20Risk%20Management%20and%20Internal%20Control%20Systems) Directors are responsible for preparing fair financial statements and maintaining effective risk management and internal control systems, with annual reviews by independent professionals and an adopted inside information policy to ensure timely disclosure - Directors are responsible for preparing true and fair financial statements and for implementing the internal controls necessary to ensure that the financial statements are free from material misstatement, whether due to fraud or error[566](index=566&type=chunk)[567](index=567&type=chunk) - The Board is collectively responsible for assessing and determining the nature and extent of risks it is willing to undertake in achieving the group's strategic objectives, and for ensuring that appropriate and effective risk management and internal control systems are established and maintained[567](index=567&type=chunk)[568](index=568&type=chunk) - The group has engaged independent professionals (internal control experts) to perform internal audit functions and conduct annual reviews of the effectiveness of the risk management and internal control systems for the reporting period[574](index=574&type=chunk)[576](index=576&type=chunk) - The Board has approved and adopted an inside information policy and procedures to provide guidance to directors, management, and relevant employees, ensuring that inside information is disseminated to the public in an equal and timely manner in accordance with applicable laws and regulations[575](index=575&type=chunk)[576](index=576&type=chunk) [Investor Relations and Shareholders' Rights](index=101&type=section&id=Investor%20Relations%20and%20Shareholders'%20Rights) The company promotes two-way communication with shareholders through various reports and channels, ensuring shareholder rights by requiring independent resolutions for significant issues and allowing shareholders to request special general meetings and submit inquiries - The company encourages two-way communication with shareholders, providing extensive information through quarterly, interim, and annual reports, and maintaining communication channels such as mail, telephone, fax, and email[577](index=577&type=chunk)[579](index=579&type=chunk) - To protect shareholders' rights, independent resolutions are proposed for shareholders' consideration and voting on significant issues (including the election of individual directors) at shareholder meetings, and all resolutions are voted on by poll[578](index=578&type=chunk)[580](index=580&type=chunk) - Shareholders holding not less than one-tenth of the paid-up share capital have the right to requisition the Board or the company secretary to convene a special general meeting in writing[581](index=581&type=chunk)[582](index=582&type=chunk) - Shareholders have the right to submit written inquiries to the Board and to propose resolutions at general meetings[583](index=583&type=chunk)[584](index=584&type=chunk)[585](index=585&type=chunk)[586](index=586&type=chunk) [Independent Auditor's Report](index=103&type=section&id=Independent%20Auditor's%20Report) This report presents the auditor's opinion on the consolidated financial statements, highlights key audit matters, and outlines the responsibilities of both directors and the auditor [Opinion and Basis for Opinion](index=103&type=section&id=Opinion%20and%20Basis%20for%20Opinion) The auditor believes the consolidated financial statements for the year ended March 31, 2025, fairly present the group's financial position, performance, and cash flows in accordance with HKFRSs and Hong Kong Companies Ordinance, having conducted the audit independently and ethically - The auditor believes that the consolidated financial statements give a true and fair view of the group's consolidated financial position as of March 31, 2025, and of its consolidated financial performance and consolidated cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[588](index=588&type=chunk)[590](index=590&type=chunk) - The audit was conducted in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants, and the auditor is independent of the group and has fulfilled ethical responsibilities as a professional accountant[589](index=589&type=chunk)[591](index=591&type=chunk) [Key Audit Matters](index=104&type=section&id=Key%20Audit%20Matters) Key audit matters include the net realizable value of inventories and expected credit loss provisions for trade and other receivables, both involving significant management judgment and estimation due to their materiality and inherent uncertainties - Key audit matters include: i) Net realizable value of inventories; and ii) Expected credit loss provision for trade and other receivables[592](index=592&type=chunk)[593](index=593&type=chunk) - Determining the net realizable value of inventories involves significant management judgment regarding costs to complete and sell, the form and quality of gold, and expected selling prices based on economic conditions and future market prices, posing a risk of misstatement given commodity price volatility[596](index=596&type=chunk)[597](index=597&type=chunk) - Measuring expected credit loss provisions requires significant judgment and complexity, including identifying exposures with significant deterioration in credit quality and the assumptions used in the expected credit loss model (e.g., forward-looking macroe

Group 1 - Hong Kong gold stocks are performing strongly, with Tongguan Gold (00340.HK) rising by 4.90% [1] - Chifeng Gold (06693.HK) increased by 1.80% [1] - Datang Gold (08299.HK) saw a rise of 1.69% [1] - Zhaojin Mining (01818.HK) experienced a gain of 1.62% [1]