--- page 1 ---
Sole Sponsor, Sole Representative and Sole Sponsor-Overall Coordinator
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
GLOBAL OFFERING
佳鑫國際資源投資有限公司
Jiaxin International Resources Investment Limited
Stock Code: 3858
(Incorporated in Hong Kong with limited liability)
佳鑫國際資源投資有限公司
Jiaxin International Resources Investment Limited


--- page 2 ---
IMPORTANT: If you have doubt about any of the contents in this prospectus, you should obtain independent professional advice.
Jiaxin International Resources Investment Limited
ʮ̡
(Incorporated in Hong Kong with limited liability)
GLOBAL OFFERING
Number of Offer Shares under
the Global Offering
: 109,808,800 Shares (subject to the Over-allotment
Option)
Number of Hong Kong Offer Shares : 10,981,200 Shares (subject to reallocation)
Number of International Offer Shares : 98,827,600 Shares (subject to reallocation and
the Over-allotment Option)
Offer Price : HK$10.92 per Offer Share, plus brokerage of
1.0%, SFC transaction levy of 0.0027%, Stock
Exchange trading fee of 0.00565% and AFRC
transaction levy of 0.00015% (payable in full on
application in Hong Kong dollars and subject to
refund)
Stock code : 3858
Sole Sponsor, Sole Representative and Sole Sponsor-Overall Coordinator
Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
CMB International Celestial Securities ABCI Tiger A VIC INTERNATIONAL
Joint Lead Manager
Lighthouse Capital
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the contents of this prospectus, make no
representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in the section headed “Documents Delivered to the Registrar of Companies a nd Available on Display — 1. Documents delivered to the Registrar
of Companies” in Appendix VII to this prospectus, has been registered with the Registrar of Companies in Hong Kong as required by section 38D of the Comp anies (Winding Up and Miscellaneous Provisions) Ordinance
(Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the c ontents of this prospectus or any other documents referred
to above.
The Offer Price will be HK$10.92 per Offer Share, unless otherwise announced. The AIX Offer Price will be RMB9.93 (equivalent to HK$10.92) per Offer Sh are, at the rate of RMB0.90964 to HK$1.00. The offer price
on the Stock Exchange and the AIX (i.e. the Offer Price and the AIX Offer Price) are the same.
Approximately 1.2% of the total number of Offer Shares (subject to reallocation and assuming the Over-allotment Option is not exercised) offered for subscription by our Company will be offered for subscription on
the AIX. Therefore, our Company will offer 1,317,600 Shares through the AIX Offering as part of the Global Offering. In connection with the AIX Offerin g, application has been made to the AIX to: (i) admit our Shares
to the Official List of the AIX; and (ii) admit the Shares to trading on the AIX. Under the AIX Offering, our Company will offer 1,317,600 Shares through t he AIX Offering, which represents approximately 0.3% of
the enlarged issued capital of the our Company (assuming the Over-allotment Option is not exercised). The AIX Offering will be carried out in accordan ce with this prospectus under the relevant AIX and AIFC rules
and regulations. The AIX Offering will be led by and managed solely by the AIX bookrunners. Prospective investors who intend to participate in the AIX O ffering should review this prospectus, which contains important
information about the AIX Offering.
The Sole Representative (for itself and on behalf of the other Underwriters) may, with our consent, reduce the number of Offer Shares being offered und er the Global Offering and/or the Offer Price at any
time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, an announcement will be publi shed on the websites of the Stock Exchange at
www.hkexnews.hk and our Company at www.jiaxinir.com as soon as practicable following such decision to make such reduction, and in any event not later than the morning of the day which is the last day
for lodging applications under the Hong Kong Public Offering. For further information, please see the sections headed “Structure of the Global Offer ing” and “How to apply for Hong Kong Offer Shares”
in this prospectus.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Sole Representative (for i tself and on behalf of the other Hong Kong Underwriters) if
certain grounds arise prior to 8:00 a.m. on the Listing Date. See the section headed “Underwriting — Underwriting Arrangements — Hong Kong Public Offe ring — Grounds for Termination” in this prospectus.
Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, includin g the risk factors set out in the section headed “Risk Factors” in this
prospectus.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offe red, sold, pledged or otherwise transferred within the United
States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accor dance with any applicable U.S. state securities laws.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the p ublic in relation to the Hong Kong Public Offering.
This prospectus is available at the websites of the Stock Exchange (www.hkexnews.hk ) and our Company (www.jiaxinir.com ). If you require a printed copy of this prospectus, you may download and print
from the website addresses above.
IMPORTANT
August 20, 2025


--- page 3 ---
IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong
Public Offering. We will not provide printed copies of this prospectus in relation to
the Hong Kong Public Offering.
This prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing Information ”
section, and our website at www.jiaxinir.com . You may download and print from these
website addresses if you want a printed copy of this prospectus.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online via the White Form eIPO service at www.eipo.com.hk ;o r
(2) apply electronically through the HKSCC EIPO channel and cause HKSCC
Nominees to apply on your behalf by instructing your broker or custodian who
is a HKSCC Participant to give electronic application instructions via
HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your
behalf.
We will not provide any physical channels to accept any application for the Hong
Kong Offer Shares by the public. The contents of the electronic version of this
prospectus are identical to the printed prospectus as registered with the Registrar of
Companies in Hong Kong pursuant to section 38D of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong).
If you are an intermediary, broker or agent, please remind your customers, clients
or principals, as applicable, that this prospectus is available online at the website
addresses stated above.
Please refer to the section headed “ How to Apply for Hong Kong Offer Shares ”i n
this prospectus for further details on the procedures through which you can apply for the
Hong Kong Offer Shares electronically.
IMPORTANT


--- page 4 ---
Your application through the White Form eIPO service or the HKSCC EIPO
channel must be made for a minimum of 400 Hong Kong Offer Shares and in multiples
of that number of Hong Kong Offer Shares as set out in the table below. No application
for any other number of Hong Kong Offer Shares will be considered and such an
application is liable to be rejected.
If you are applying through the White Form eIPO service, you may refer to the
table below for the amount payable for the number of Shares you have selected. You
must pay the respective amount payable on application in full upon application for Hong
Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, you are required to
pre-fund your application based on the amount specified by your broker or custodian, as
determined based on the applicable laws and regulations in Hong Kong.
No. of Hong
Kong Offer
Shares
applied for
Amount
payable (2) on
application
No. of Hong
Kong Offer
Shares
applied for
Amount
payable (2) on
application
No. of Hong
Kong Offer
Shares
applied for
Amount
payable (2) on
application
No. of Hong
Kong Offer
Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
400 4,412.06 8,000 88,241.03 70,000 772,108.98 900,000 9,927,115.38
800 8,824.10 10,000 110,301.28 80,000 882,410.26 1,000,000 11,030,128.20
1,200 13,236.15 12,000 132,361.54 90,000 992,711.54 1,500,000 16,545,192.30
1,600 17,648.21 14,000 154,421.80 100,000 1,103,012.82 2,000,000 22,060,256.40
2,000 22,060.25 16,000 176,482.05 200,000 2,206,025.65 2,500,000 27,575,320.50
2,400 26,472.31 18,000 198,542.31 300,000 3,309,038.45 3,000,000 33,090,384.60
2,800 30,884.37 20,000 220,602.57 400,000 4,412,051.28 3,500,000 38,605,448.70
3,200 35,296.40 30,000 330,903.85 500,000 5,515,064.10 4,000,000 44,120,512.80
3,600 39,708.46 40,000 441,205.13 600,000 6,618,076.92 4,500,000 49,635,576.90
4,000 44,120.52 50,000 551,506.41 700,000 7,721,089.75 5,000,000 55,150,641.00
6,000 66,180.77 60,000 661,807.69 800,000 8,824,102.55 5,490,400
(1) 60,559,815.87
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee
and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange
Participants (as defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading
fee and AFRC transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy,
collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction levy,
collected by the Stock Exchange on behalf of the AFRC).
IMPORTANT


--- page 5 ---
If there is any change in the following expected timetable of the Hong Kong Public
Offering, we will issue an announcement on the websites of the Stock Exchange at
www.hkexnews.hk and our Company at www.jiaxinir.com .
Hong Kong Public Offering commences ......................... .9:00 a.m. HKT on
Wednesday, August 20, 2025
Bookbuilding on the AIX commences .......................... .9:00 a.m. ALMT on
Wednesday, August 20, 2025
Latest time to complete electronic applications under
White Form eIPO service through the designated
website at www.eipo.com.hk (2) .............................. 1 1:30 a.m. HKT on
Monday, August 25, 2025
Application lists of the Hong Kong Public
Offering open (3) .......................................... 1 1:45 a.m. HKT on
Monday, August 25, 2025
Latest time for (a) completing payment of
White Form eIPO applications by
effecting internet banking transfer(s) or
PPS payment transfer(s); and (b) giving
electronic application
instructions to HKSCC
(4) ................................. .12:00 noon HKT on
Monday, August 25, 2025
If you are instructing your broker or custodian who is a HKSCC Participant to apply for
Hong Kong Offer Shares on your behalf, you are advised to contact your broker or custodian
for the latest time for giving such instructions, which may be different from the latest time as
stated above.
Application lists of the Hong Kong Public
Offering close
(3) ......................................... 12:00 noon HKT on
Monday, August 25, 2025
Bookbuilding on the AIX closes ............................. .12:00 noon ALMT on
Monday, August 25, 2025
Announcement of:
 the level of indication of interest in the International Offering;
 the level of applications in the Hong Kong Public Offering; and
 the basis of allocation of the Hong Kong Offer Shares
EXPECTED TIMETABLE
–i–


--- page 6 ---
to be published on the websites of the Stock Exchange at
www.hkexnews.hk and our Company at
www.jiaxinir.com (5) at or before (9) ...........................1 1:00 p.m. HKT on
Wednesday, August 27, 2025
Results of allocations in the Hong Kong Public Offering (with successful applicants’
identification document numbers, where appropriate) to be available through a variety of
channels, including:
 in the announcement to be posted on the
websites of the Stock Exchange at
www.hkexnews.hk and our Company at
www.jiaxinir.com (5), respectively (9) ..........a to r before 11:00 p.m. HKT on
Wednesday, August 27, 2025
 from the designated results of allocations website
at www.iporesults.com.hk
(alternatively: www.eipo.com.hk/eIPOAllotment )
with a “search by ID” function from (9) .................. 1 1:00 p.m. HKT on
Wednesday, August 27, 2025
to 12:00 midnight HKT on
Tuesday, September 2, 2025
 from the allocation results telephone enquiry
by calling +852 2862 8555 between
9:00 a.m. HKT and 6:00 p.m. HKT on
(9) ............... Thursday, August 28,
2025 HKT,
Friday, August 29, 2025 HKT,
Monday, September 1, 2025 HKT and
Tuesday, September 2, 2025 HKT
Results of allocation of the AIX Offering will be available
through AIX facilities ......................... W ednesday, August 27, 2025 ALMT
Share certificates in respect of wholly or partially successful
applications to be despatched or deposited into CCASS
on or before
(6)(8)(9) ............................ W ednesday, August 27, 2025 HKT
White Form e-Refund payment instructions/refund cheques in
respect of wholly or partially successful applications
to be despatched on or before
(7)(8)(9) ............... .Thursday, August 28, 2025 HKT
Dealings in the Shares on the Stock Exchange expected to
commence at 9:00 a.m. HKT on (9) ................ .Thursday, August 28, 2025 HKT
Dealings in the Shares on the AIX expected to
commence on 11:00 a.m. ALMT on (9) ............. .Thursday, August 28, 2025 ALMT
EXPECTED TIMETABLE
–i i–


--- page 7 ---
Notes:
(1) HKT means time of Hong Kong. ALMT means time of Almaty, Kazakhstan. Unless otherwise stated, all times
and dates set out in this prospectus refer to Hong Kong local dates and times.
(2) You will not be permitted to submit your application under the White Form eIPO service through the
designated website at www.eipo.com.hk after 11:30 a.m. HKT on the last day for submitting applications. If
you have already submitted your application and obtained an application reference number from the designated
website prior to 11:30 a.m. HKT, you will be permitted to continue the application process (by completing
payment of application monies) until 12:00 noon HKT on the last day for submitting applications, when the
application lists close.
(3) If there is/are a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning signal and/or
Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. HKT and 12:00 noon HKT on
Monday, August 25, 2025, the application lists will not open or close on that day. For further details, see the
section headed “How to Apply for Hong Kong Offer Shares — E. Severe Weather Arrangements.” in this
prospectus.
(4) Applicants who apply for Hong Kong Offer Shares by instructing your broker/custodian to give electronic
application instructions to HKSCC through HKSCC’s FINI system should refer to the section headed “How
to Apply for Hong Kong Offer Shares — A. Application for Hong Kong Offer Shares — 2. Application
Channels” in this prospectus.
(5) None of the websites set out in this section or any of the information contained on the websites forms part of
this prospectus.
(6) Share certificates will only become valid evidence of title at 8:00 a.m. HKT on the Listing Date provided that
the Global Offering has become unconditional and the right of termination described in the section headed
“Underwriting — Underwriting Arrangements — Hong Kong Public Offering — Grounds for Termination” in
this prospectus has not been exercised. Investors who trade the Shares on the basis of publicly available
allocation details prior to the receipt of share certificates or prior to the share certificates becoming valid
evidence of title do so entirely at their own risk.
(7) White Form e-Refund payment instructions/refund cheques will be issued in respect of wholly or partially
unsuccessful applications pursuant to the Hong Kong Public Offering. Part of the applicant’s Hong Kong
identity card number or passport number, or, if the application is made by joint applicants, part of the Hong
Kong identity card number or passport number of the first-named applicant, provided by the applicant(s) may
be printed on the refund cheque, if any. Such data would also be transferred to a third party for refund purposes.
Banks may require verification of an applicant’s Hong Kong identity card number or passport number before
encashment of the refund cheque. Inaccurate completion of an applicant’s Hong Kong identity card number or
passport number may invalidate or delay encashment of the refund cheque.
(8) Applicants being individuals who are eligible for personal collection may not authorize any other person to
collect on their behalf. Applicants being corporations which are eligible for personal collection must attend
through their authorized representatives bearing letters of authorization from their corporation stamped with
the corporation’s chop. Both individuals and authorized representatives of corporations must produce evidence
of identity acceptable to our Hong Kong Share Registrar at the time of collection.
Applicants who have applied for Hong Kong Offer Shares through HKSCC EIPO channel should refer to the
section headed “How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of Share Certificates
and Refund of Application Monies” in this prospectus for details.
EXPECTED TIMETABLE
– iii –


--- page 8 ---
Applicants who have applied through the White Form eIPO service and paid their applications monies
through single bank accounts may have refund monies (if any) despatched to the bank account in the form of
White Form e-Refund payment instructions. Applicants who have applied through the White Form eIPO
service and paid their application monies through multiple bank accounts may have refund monies (if any)
despatched to the address as specified in their application instructions in the form of refund cheques by
ordinary post at their own risk.
Further information is set out in the section headed “How to Apply for Hong Kong Offer Shares —
D. Despatch/Collection of Share Certificates and Refund of Application Monies” in this prospectus.
(9) In case a typhoon warning signal number 8 or above, a “black” rainstorm warning signal and/or Extreme
Conditions is/are in force in Hong Kong in any days between Wednesday, August 20, 2025 HKT to Thursday,
August 28, 2025 HKT, then the day of (i) announcement of results of allocations in the Hong Kong Public
Offering; (ii) despatch of Share certificates and refund cheques/ White Form e-Refund payment instructions;
and (iii) dealings in the Shares on the Stock Exchange may be postponed and an announcement may be made
in such event.
The above expected timetable is a summary only. For further details of the structure
of the Global Offering, including its conditions, and the procedures for applications for
Hong Kong Offer Shares, see the sections headed “Structure of the Global Offering” and
“How to Apply for Hong Kong Offer Shares” respectively.
If the Global Offering does not become unconditional or is terminated in accordance
with its terms, the Global Offering will not proceed. In such case, our Company will make
an announcement as soon as practicable thereafter.
EXPECTED TIMETABLE
–i v–


--- page 9 ---
IMPORTANT NOTICE TO INVESTORS
This prospectus is issued by us solely in connection with the Hong Kong Public
Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Hong Kong Offer Shares offered
by this prospectus pursuant to the Hong Kong Public Offering. This prospectus may not
be used for the purpose of making, and does not constitute, an offer or invitation in any
other jurisdiction or in any other circumstances. No action has been taken to permit a
public offering of the Offer Shares or the distribution of this prospectus in any
jurisdiction other than Hong Kong. The distribution of this prospectus for purposes of a
public offering and the offering and sale of the Hong Kong Offer Shares in other
jurisdictions are subject to restrictions and may not be made except as permitted under
the applicable securities laws of such jurisdictions pursuant to registration with or
authorization by the relevant securities regulatory authorities or an exemption therefrom.
You should rely only on the information contained in this prospectus to make your
investment decision. The Hong Kong Public Offering is made solely on the basis of the
information contained and the representations made in this prospectus. We have not
authorized anyone to provide you with information that is different from what is
contained in this prospectus. Any information or representation not contained nor made
in this prospectus must not be relied on by you as having been authorized by us, the Sole
Sponsor , the Sole Representative, the Sole Sponsor-Overall Coordinator , the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Capital Market Intermediaries any of the Underwriters, any of our or their
respective directors, officers, employees, agents, representatives or professional advisors
of any of them , or any other person or party involved in the Global Offering.
P AGE
EXPECTED TIMETABLE ............................................ i
CONTENTS ....................................................... v
SUMMARY ....................................................... 1
DEFINITIONS ..................................................... 3 9
GLOSSARY OF TECHNICAL TERMS ................................. 5 5
FORW ARD-LOOKING STATEMENTS ................................. 6 3
RISK FACTORS ................................................... 6 5
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES .... 1 0 8
CONTENTS
–v–


--- page 10 ---
INFORMATION ABOUT THIS PROSPECTUS AND THE
GLOBAL OFFERING ............................................. 1 1 2
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING ..... 1 1 9
CORPORATE INFORMATION ....................................... 1 2 6
INDUSTRY OVERVIEW ............................................. 1 2 8
REGULATORY OVERVIEW ......................................... 1 4 6
HISTORY AND CORPORATE STRUCTURE ............................ 2 0 3
BUSINESS ........................................................ 2 2 5
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS .......... 3 3 3
CONNECTED TRANSACTIONS ...................................... 3 4 1
DIRECTORS AND SENIOR MANAGEMENT ............................ 3 6 2
SHARE CAPITAL .................................................. 3 9 0
SUBSTANTIAL SHAREHOLDERS ..................................... 3 9 3
CORNERSTONE INVESTORS ........................................ 3 9 6
FINANCIAL INFORMATION ......................................... 4 0 3
FUTURE PLANS AND USE OF PROCEEDS ............................. 4 5 2
UNDERWRITING .................................................. 4 5 6
STRUCTURE OF THE GLOBAL OFFERING ............................ 4 7 1
HOW TO APPLY FOR HONG KONG OFFER SHARES ................... 4 8 7
LISTINGS, REGISTRATION, DEALINGS AND SETTLEMENT ............. 5 0 6
APPENDIX I – ACCOUNTANT’S REPORT ....................... I - 1
APPENDIX II – UNAUDITED PRO FORMA FINANCIAL
INFORMATION .............................. II-1
APPENDIX III – INDEPENDENT TECHNICAL REPORT ............ III-1
CONTENTS
–v i–


--- page 11 ---
APPENDIX IV – SUMMARY OF THE ARTICLES OF ASSOCIATION . . IV-1
APPENDIX V – FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX ......... V - 1
APPENDIX VI – STATUTORY AND GENERAL INFORMATION ...... VI-1
APPENDIX VII – DOCUMENTS DELIVERED TO THE REGISTRAR
OF COMPANIES AND A V AILABLE ON DISPLAY . . VII-1
CONTENTS
– vii –


--- page 12 ---
This summary aims to give you an overview of the information contained in this
prospectus. As this is a summary, it does not contain all the information that may be
important to you. Moreover , there are risks associated with any investment. Some of the
particular risks in investing in our Shares are set out in the section headed “Risk
Factors” in this prospectus. You should read the entire prospectus carefully before you
decide to invest in our Shares. V arious expressions used in this section are defined in the
sections headed “Definitions” and “Glossary of Technical Terms” in this prospectus.
OVERVIEW
We are a tungsten mining company focusing on the development of our Boguty tungsten
mine (the “ Boguty Project ”) based in Kazakhstan, which was the world’s largest open-pit
tungsten mine in terms of Mineral Resources of tungsten trioxide (WO
3) as of December 31,
2024, according to Frost & Sullivan. As of December 31, 2024, our Boguty tungsten mine was
also the world’s fourth largest tungsten mine (including both open-pit and underground
tungsten mines) in terms of Mineral Resources of WO
3, having the world’s largest designed
tungsten concentrate production capacity among single tungsten mines, according to Frost &
Sullivan. During the Track Record Period, we primarily focused on preparing the Boguty
Project for commercial production, and the phase I commercial production of the Boguty
Project commenced in April 2025 with a target annual mining and processing capacity of 3.3
Mt of tungsten ore in 2025. As of the Latest Practicable Date, we only had one mine, i.e., the
Boguty tungsten mine, and our future revenue in the near term is dependent on this mine.
According to the Independent Technical Report, the estimated Mineral Resources of our
Boguty tungsten mine under the JORC Code as of June 30, 2025 were approximately 107.5 Mt
ore at 0.211% WO
3, which correspond to 227.3 kt WO 3, comprising 95.6 Mt of Indicated
Resources at 0.209% WO 3 and 11.9 Mt of Inferred Resources at 0.228% WO 3, and our Boguty
tungsten mine hosted Probable Ore Reserves in accordance with the JORC Code guidelines as
of June 30, 2025, i.e., 68.4 Mt of ore with an average grade of 0.206% WO
3, equivalent to
140.8 kt WO 3.
Our Boguty tungsten mine is located in Yenbekshikazakh District, Almaty Oblast, and can
be accessed via national highway from both Almaty, Kazakhstan and the Khorgos crossing that
connects Kazakhstan to China. In addition, a railway connecting Khorgos and Almaty is
located approximately 20 km north of our Boguty tungsten mine, which is expected to enable
smooth transportation of our products. We also have ready and affordable access to water and
electricity supply for our Boguty Project.
We hold the exclusive mining rights (the rights for exploration for and extraction of
tungsten ore) of the Boguty tungsten mine under the Subsoil Use Contract No. 4608-TPI (as
amended and supplemented by four subsequently agreed addenda, the “ SSU Contract ”) with
the relevant competent authority in Kazakhstan. The contract area for mining is stated at 1.16
km
2 and allows exploitation for up to a maximum depth of 300 m below surface, with a term
of 25 years from June 2, 2015 to June 2, 2040.
SUMMARY
–1–


--- page 13 ---
Leveraging our abundant tungsten Resources and Reserves, anticipated cost-effective
production and convenient location in Kazakhstan, we plan to continue to develop our Boguty
Project into a world-class tungsten mining project. In particular, we plan to increase our target
annual mining and processing capacity to 4.95 Mt of tungsten ore in 2027 after we integrate
an ore sorting system into our existing mining flowsheet, and further build deep processing
plants for production of high-quality ammonium paratungstate (APT) and tungsten carbide
powder (WC) after the Listing. We also plan to explore additional investment opportunities for
nonferrous metal resources in Central Asia. In July 2023, we entered into a memorandum of
understanding with the relevant competent authority in Kazakhstan for potential collaborations
as we continue to develop our Boguty Project and potentially in other new fields which the
parties may consider fit for further collaborations in the future.
OUR MINERAL ASSETS AND MINING RIGHTS
We hold exclusive mining rights (the rights for exploration for and extraction of tungsten
ore) to the Boguty tungsten mine, which is an open pit mine located in Almaty region,
Kazakhstan and was first discovered in 1941. The mining rights at the Boguty tungsten mine
were initially acquired by the then called Social Entrepreneurial Corporation “Zhetysu”
National Company Joint Stock Company (currently known as “Regional Development
Institute” Social-Entrepreneurial Corporation “Zhetisu” Joint Stock Company) (“ SPC”), a
Kazakhstan state-owned company, pursuant to the SSU Contract dated June 2, 2015. The term
of the SSU Contract is 25 years from June 2, 2015 to June 2, 2040. In November 2015, we
acquired indirect control over Subsidiary ZV through the acquisition of Aral-Kegen LLP. By
addendum No. 1 dated March 1, 2016, the mining rights and obligations of SPC were assigned
to Subsidiary ZV .
Mineral Resources and Ore Reserves
Mineral Resource and Ore Reserve Estimate
The following table presents a summary of the Mineral Resource estimate of the Boguty
tungsten mine constrained by conceptual pit shell (with a cut-off grade of 0.05% WO
3 applied
to the Mineral Resource block model) as of June 30, 2025 and reported in accordance with the
JORC Code, as contained in the Independent Technical Report in Appendix III to this
prospectus:
Classification Tonnage Grade
Contained
WO3
(Mt) (WO 3%) (kt)
Indicated /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895.6 0.209 200.3
Inferred /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811.9 0.228 27.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107.5 0.211 227.3
Source: Independent Technical Report
SUMMARY
–2–


--- page 14 ---
The following table presents a summary of the Ore Reserve estimate of the Boguty
tungsten mine (with a marginal cut-off grade (MCOG) of 0.06% WO 3 used to define ore and
waste) as of June 30, 2025 in accordance with the JORC Code, as contained in the Independent
Technical Report in Appendix III to this prospectus.
Category Ore Reserve WO 3 Grade
Contained
WO3
(Mt) (%) (kt)
Probable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868.4 0.206 140.8
Source: Independent Technical Report
According to the Independent Technical Report, as of June 30, 2025, there were no
Measured Resources or Proved Reserves in the Mineral Resource and Ore Reserve estimate of
the Boguty tungsten mine in accordance with JORC Code.
According to the Independent Technical Consultant, there was no material change in the
Independent Technical Report with respect to the Mineral Resource and Ore Reserve estimate
of the Boguty tungsten mine since June 30, 2025, being the effective date of the Mineral
Resource and Reserve estimate, and up to the date of this prospectus.
Exploration
After the Boguty tungsten mine was discovered in 1941, several small-scale exploration
programs were conducted in the area by different groups prior to 1969 with limited
documentation. In the period between 1969 and 1974, the Geological Survey of South
Kazakhstan, a former Soviet Union organization, carried out a systematic exploration program.
We acquired the SSU Contract for our Boguty Project in 2016. From 2014 to 2015, we also
commissioned an Independent Third Party, which is a mining consultancy firm, and its
collaborator to carry out a verification program of the previous exploration results. For details
of the results of these exploration and verification work previously undertaken, please refer to
“Appendix III—Independent Technical Report—Geology and Mineral Resources—Historical
exploration.”
SUMMARY
–3–


--- page 15 ---
Our Subsoil Use Contract
We hold the exclusive mining rights of the Boguty tungsten mine under the SSU Contract
with the relevant competent authority. Such mining rights were initially acquired by SPC
pursuant to the SSU Contract with a term of 25 years from June 2, 2015 to June 2, 2040. In
November 2015, we acquired indirect control over Subsidiary ZV through the acquisition of
Aral-Kegen LLP. By Addendum No. 1 dated March 1, 2016, the mining rights and obligations
of SPC were assigned to Subsidiary ZV . After the execution of the SSU Contract on June 2,
2015, a total of four addenda to the SSU Contract had been executed as of the Latest
Practicable Date. See “Business—Our Mineral Assets and Mining Rights—Major Licenses,
Permits and Approvals—Our Subsoil Use Contract” for details. In June 2024, we applied to the
MIC for including Addendum No. 4 to the SSU Contract to change the production
commencement date, which was finalized and included to the SSU Contract by the MIC in
August 2024. Pursuant to Addendum No. 4, we shall reach the projected annual production
volume in 2025 and comply with the environmental laws of Kazakhstan in our operations. The
following table sets forth the particulars of our mining rights pursuant to the SSU Contract:
Subsoil Use Contract No. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184608-TPI
Current Owner of Subsoil
Use Contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Zhetisu V olframy LLP
Name of Mine /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Boguty tungsten mine
Type of Mineral /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tungsten ore
Area of Rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The contract area for mining is stated at 1.16
km
2
and allows exploitation for up to a
maximum depth of 300 m below surface
Period of Validity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118June 2, 2015 to June 2, 2040
Issuing Authority /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118the MID (a predecessor of the MIC)
In accordance with the SSU Code and the SSU Contract, we are required to comply with
certain continuing obligations which are imposed on subsoil users. Save for incidents as
disclosed in “Business—Legal Proceedings and Compliance,” we had complied with all the
obligations under the SSU Code and the SSU Contract during the Track Record Period and up
to the Latest Practicable Date. The MIC also confirmed that it will not terminate the SSU
Contract in its letter (No. ZT-2024-03681260) to Subsidiary ZV dated April 24, 2024. See
“Business—Legal Proceedings and Compliance” for details of our key communications with
the MIC as of the Latest Practicable Date. As of the Latest Practicable Date, there had not been
any legal claims or proceedings that may have an adverse impact on our mining rights of the
Boguty Project. To support the construction development of our Boguty Project, we entered
into a facility agreement with a commercial bank in September 2020 for a loan facility up to
EUR188.0 million. Please refer to “Risk Factors—Risks relating to Our Business—We
relied on bank loan to fund the construction of our Boguty Project since 2020 and incurred
significant interest expenses during the Track Record Period” and “Financial
Information—Indebtedness—Borrowings” for details. As of the Latest Practicable Date, we
SUMMARY
–4–


--- page 16 ---
had complied with all of the covenants under the facility agreement and had not received any
notification of breach from the lending bank. Our Directors confirm that we had not pledged
our mining rights under the SSU Contract to secure any bank facilities as of the Latest
Practicable Date.
For details of the laws and regulations in relation to the subsoil use contracts and licenses
in Kazakhstan, please refer to “Regulatory Overview—Kazakhstan Mining
Regulation—Subsoil Use Contracts and Licenses.”
Access
The Boguty tungsten mine is geographically centered at 43º32’22”N and 78º58’31”E. It
is located 180 km east of Almaty and 160 km to the west of the Khorgos crossing, which
connects Kazakhstan to China. The Boguty tungsten mine can be accessed from both Almaty
and the Khorgos crossing via the A2 highway. A railway connecting Khorgos and Almaty is
located approximately 20 km north of the Boguty tungsten mine area. The closest international
airport to the Boguty tungsten mine is located in Almaty, with regular flights to regional and
key cities in Kazakhstan and overseas. The following map illustrates the location of the Boguty
tungsten mine:
Source: Independent Technical Report
SUMMARY
–5–


--- page 17 ---
COMPETITIVE STRENGTHS
We believe the following strengths contribute to our success:
 Our Boguty tungsten mine was the world’s largest open-pit tungsten mine in terms
of Mineral Resources of tungsten trioxide as of December 31, 2024, according to
Frost & Sullivan;
 We are well-positioned to take advantage of the growing demand for tungsten and
tungsten products globally;
 Our Boguty tungsten mine is strategically located in a favorable business
environment with support from both Kazakhstan and China in relation to the Belt
and Road Initiative;
 We have an experienced management team with significant industry and
management experience;
 We are socially responsible and committed to sustainable development with
continuous ESG efforts; and
 Our Shareholders with solid industry experience lay a firm foundation for our
business growth and expansion.
BUSINESS STRATEGIES
We plan to implement the following strategies to facilitate our business growth:
 Bring our Boguty Project into phase II commercial production;
 Implement and strengthen our commercialization plan;
 Continue to recruit and develop talent and optimize production technology to
improve overall operational efficiency and resource utilization; and
 Carry out deep processing of tungsten to produce APT and WC.
SUMMARY
–6–


--- page 18 ---
DEVELOPMENT PLAN AND PLANNED PRODUCTION SCHEDULE
Development Plan
The following timeline sets forth key historical and planned milestones in the
development of the Boguty Project:
2014-2015 /H1118/H1118/H1118/H1118Completion of the exploration verification program
2015-2019 /H1118/H1118/H1118/H1118Completion of a series of feasibility studies on the Boguty Project
2016 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Acquisition of the subsoil use rights for the Boguty Project
2020 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Completion of the preliminary design for proposed constructions,
design of tailing storage facility (TSF) and various environmental
impact assessments for the Boguty Project
2021 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Commence full-scale constructions on site
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Completion of pre-stripping
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Completion of construction of site infrastructure and the processing
plant complex.
1 Completion of the connection to the main grid and the
installation of processing plant equipment and completion of the
constructions of the phase one embankment of TSF and installation of
a liner. Commencement of trial production for the Boguty Project in
November 2024
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Commencement of phase I commercial production in April 2025
2026 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Expect to complete the integration of the ore sorting system into the
existing mining flowsheet
2027 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Expect to bring the Boguty Project into the phase II commercial
production in the first quarter of 2027
Note:
1. Auxiliary facilities were largely set up. The high voltage power lines have been completed. The water
pipeline construction has been completed. Water is being provided to the mine through the 22-kilometer
long pipeline. Subsequent testing has been completed in 2024.
Planned Production Schedule
We commenced phase I commercial production in April 2025 and expect to commence
phase II commercial production in the first quarter of 2027. In particular, we have completed
the construction of the processing plant complex and installation of equipment, and have
largely set up auxiliary facilities in 2024. Furthermore, the high voltage power lines were
completed, linking the full system to the grid with a 30 MW power supply; and the water
pipeline construction was also completed, providing water from Charyn River to the mine
through a 22-kilometer pipeline. Individual testing of the processing plant equipment began in
July 2024, followed by the start of trial production in November 2024. The TSF will be
constructed in three phases and the construction of the embankment of Phase I TSF and
SUMMARY
–7–


--- page 19 ---
installation of a liner have also been completed in 2024, with the remaining work expected to
be completed in the second half of 2025. The phase I TSF was put into operation in November
2024. In addition, we completed the construction and testing of the boiler heating system for
our processing plant in February 2025 and recruited sufficient employees for phase I
commercial production. We also expect to construct the pre-disposal sorting system and Phase
II TSF for the phase II commercial production to further increase our production capacity.
The Independent Technical Consultant has reviewed the preliminary design prepared by
an Independent Third Party, technical studies, the latest construction reports, the Company’s
actual and forecast capital costs and target commission dates for each phase of production. The
Independent Technical Consultant considers the preliminary design prepared by an
Independent Third Party and other technical studies that provide a solid foundation for the
construction and development of the Boguty Project reasonable and adequate. We have
completed all construction and installation work for phase I commercial production. We have
developed comprehensive plans to meet commissioning targets and address challenges
encountered during the initial phase of production. These plans include implementing a
strategic mining approach and optimizing the processing flowsheet by using an ambient
temperature cleaning process. Phase I commercial production commenced in April 2025. Plans
are also in place for phase II commercial production in early 2027. The production schedule
for each development phase is considered reasonable. Overall, the Independent Technical
Consultant finds the Boguty Project technically and economically viable, with plans reflecting
a balanced and well-considered approach.
The mining operation is conducted by a local subsidiary of CCECC in Kazakhstan, who
was engaged through a public tender and has the required mining fleet and associated capacity.
As advised by the Independent Technical Consultant, contractor mining is a common practice
in the mining industry. We are responsible for the processing operation and sales of the product
to our customers. The following chart sets forth the planned mining and production schedule
for the operations in our Boguty Project for the periods indicated over the life of mine (LOM)
of 15 years.
Period TMM ROM Grade
HG
Tonnes
HG
Grade
MG
Tonnes
MG
Grade
LG
Tonnes
LG
Grade Waste
Stripping
Ratio Feed
Feed
Grade
Unit kt kt WO 3 %k tW O 3 %k tW O 3 %k tW O 3 % kt t:t kt WO 3 %
H2 CY2025 /H1118 6,977 2,478 0.164 1,655 0.191 440 0.123 384 0.099 4,498 1.81 1,655 0.191
CY2026 /H1118/H1118/H111815,344 5,181 0.196 3,771 0.228 755 0.124 655 0.099 10,163 1.96 3,800 0.227
CY2027 /H1118/H1118/H111812,879 8,060 0.190 5,513 0.228 1,171 0.124 1,376 0.098 4,819 0.60 4,950 0.228
CY2028 /H1118/H1118/H111817,392 4,445 0.178 3,290 0.201 587 0.124 568 0.100 12,947 2.91 4,950 0.187
CY2029 /H1118/H1118/H111818,429 2,079 0.174 1,464 0.201 250 0.124 365 0.098 16,350 7.86 4,950 0.140
CY2030 /H1118/H1118/H111818,026 3,361 0.203 2,627 0.229 319 0.125 415 0.101 14,665 4.36 4,950 0.169
CY2031 /H1118/H1118/H111814,853 4,741 0.180 3,403 0.207 662 0.124 675 0.100 10,112 2.13 4,950 0.176
CY2032 /H1118/H1118/H111815,965 5,125 0.238 4,154 0.267 478 0.124 493 0.100 10,840 2.12 4,950 0.243
CY2033 /H1118/H1118/H1118 9,797 5,041 0.213 4,006 0.239 601 0.124 435 0.099 4,756 0.94 4,950 0.215
SUMMARY
–8–


--- page 20 ---
Period TMM ROM Grade
HG
Tonnes
HG
Grade
MG
Tonnes
MG
Grade
LG
Tonnes
LG
Grade Waste
Stripping
Ratio Feed
Feed
Grade
Unit kt kt WO 3 %k tW O 3 %k tW O 3 %k tW O 3 % kt t:t kt WO 3 %
CY2034 /H1118/H1118/H1118 9,648 5,007 0.203 3,982 0.227 556 0.123 470 0.099 4,642 0.93 4,950 0.204
CY2035 /H1118/H1118/H1118 8,559 5,148 0.205 4,027 0.230 590 0.124 530 0.099 3,411 0.66 4,950 0.209
CY2036 /H1118/H1118/H1118 8,134 5,362 0.231 4,395 0.257 473 0.124 494 0.097 2,772 0.52 4,950 0.242
CY2037 /H1118/H1118/H1118 7,343 5,388 0.240 4,906 0.252 319 0.125 163 0.103 1,954 0.36 4,950 0.251
CY2038 /H1118/H1118/H1118 8,075 5,357 0.226 4,767 0.239 353 0.125 236 0.099 2,718 0.51 4,950 0.235
CY2039 /H1118/H1118/H1118 1,916 1,668 0.195 1,219 0.226 218 0.124 231 0.101 248 0.15 3,586 0.147
Total /H1118/H1118/H1118/H1118173,338 68,441 0.206 53,180 0.233 7,772 0.124 7,489 0.099 104,898 1.53 68,441 0.206
Source: Independent Technical Report
Notes:
1 Mineral Resources are at cut-off grade of 0.06% WO
3.
2 ROM materials include dilution and loss at rates of 5%.
3 Inferred Mineral Resources are treated as waste.
4 HG (high-grade) material is defined as material above a cut-off grade of 0.14% WO
3; MG (medium-grade)
material is defined at a cut-off grade between 0.12% and 0.14% WO 3 and LG (low-grade) material is defined
at a cut-off grade of 0.06% WO 3.
5 Some totals may not correspond to the sum of the separate figures due to rounding.
Although our Directors believe that our development plan for the Boguty Project is
viable, we may not be able to proceed at the expected rate or ultimately extract the Mineral
Resources at the rate or at a profit due to various factors. See “Risk Factors—Risks Relating
to Our Business—We may not generate revenue or grow our business as planned” for the
relevant risks.
Capital Costs
As disclosed in the Independent Technical Report and as illustrated below, we have been
incurring capital costs for the Boguty Project since 2020 and the total amount of capital costs
incurred during the period from 2020 to June 30, 2025 was approximately RMB1,701.0
million. The total incurred and forecast capital costs for the initial development of the Boguty
Project, subsequent raising of the tailings dam and mine closure are expected to be
approximately RMB2,719.3 million, while the capital unit cost over the life-of-mine is
estimated to be 40 RMB/t ore and 15,900 RMB/t concentrate. For more information regarding
our capital costs, please refer to “Appendix III—Independent Technical Report—Capital and
Operating Costs.”
SUMMARY
–9–


--- page 21 ---
The table below sets forth a summary of the historical and forecast capital costs between 2020 and 2040 for our Boguty Project, as stated in
the Independent Technical Report:
Cost Center Total LOM 2020 2021 2022 2023 2024 H1 2025 H2 2025 2026 2027-2033 2034-2040
(in RMB millions)
Mine stripping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865.7 0.0 0.0 16.7 40.0 4.7 0.0 1.2 3.0 0.0 0.0
Processing plant system /H1118/H1118/H1118610.7 1.0 31.0 132.6 274.2 3.8 21.0 45.9 101.3 0.0 0.0
Tailings storage facility /H1118/H1118/H1118/H1118774.7 0.0 50.6 34.4 96.6 114.5 0.0 50.4 100.1 121.2 211.7
Processing equipment /H1118/H1118/H1118/H1118/H1118371.0 0.0 16.1 56.4 134.5 135.6 0.0 18.9 16.4 0.0 0.0
Power supply /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111896.7 0.0 1.6 3.1 40.6 48.6 0.0 2.2 1.7 0.0 0.0
Heating system /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843.5 0.0 0.0 0.0 5.0 41.2 0.0 0.6 0.5 0.0 0.0
Telecommunication system /H1118 8.8 0.0 0.0 0.0 5.0 3.5 0.0 0.3 0.2 0.0 0.0
Water supply and
reticulation system /H1118/H1118/H1118/H1118/H1118/H111882.4 0.0 6.0 0.0 17.7 39.0 0.0 17.7 1.8 0.0 0.0
Roads and other ancillary
facilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118137.6 0.0 11.7 10.0 20.8 60.2 0.0 37.5 3.0 0.0 0.0
Office, camp and others /H1118/H1118/H111835.9 0.0 0.0 0.0 0.0 36.7 0.0 1.4 1.1 0.0 0.0
Ore sorting system /H1118/H1118/H1118/H1118/H1118/H1118/H1118125.8 0.0 0.0 0.0 0.0 0.0 0.0 73.7 52.1 0.0 0.0
Other /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118235.8 24.2 16.4 17.4 58.7 80.8 0.0 38.3 0.0 0.0 0.0
Mine closure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816.9 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 16.9
Contingency /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113.9 0.0 0.0 0.0 0.0 0.0 0.0 27.0 28.0 12.1 21.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,719.3 25.2 133.3 270.6 693.3 568.5 21.0 315.1 309.3 133.2 249.7
Source: Independent Technical Report
Note: Some totals may not correspond to the sum of the separate figures due to rounding.
SUMMARY
–1 0–


--- page 22 ---
Operating Costs
As disclosed in the Independent Technical Report and as illustrated below, our total
operating cash costs for the Boguty Project in the six months ended June 30, 2025 amounted
to approximately RMB118.4 million. In the second half of 2025, our projected total operating
cash cost for the Boguty Project in 2025 is RMB331.0 million, with a cost of 200 RMB/t ore
and 91,000 RMB/t concentrate. By 2027, as the Boguty Project is expected to reach its target
production rate of 4.95 Mtpa and the ore sorting system for the phase II commercial production
is expected to be installed, the total operating cash cost is expected to increase to RMB606.1
million in 2027, while the operating cash unit cost is projected to decrease significantly to 122
RMB/t ore and 44,400 RMB/t concentrate. For more information regarding our cash operating
costs, please refer to “Financial Information—Forecast Operating Costs.”
The following table sets forth the actual operating cash costs of the Boguty Project for the
six months ended June 30, 2025, according to the Independent Technical Report:
By types RMB million
Mining /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840.8
Processing
Labor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.6
Consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.8
Fuel, electricity and water /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.1
Maintance and other services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.3
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834.9
General and administrative /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842.1
Sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.0
Resource tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118.4
By activities RMB million
Workforce employment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832.3
Consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.8
Fuel, electricity, water and other services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855.9
Stipping cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.0
On and off-site administration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188.6
Environmental protection and monitoring /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.0
Transportation of workforce /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.5
Product marketing and transport /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.7
Non-income taxes, royalties and other government charges /H1118/H1118/H1118/H1118 2.6
Contingency allowances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118.4
SUMMARY
–1 1–


--- page 23 ---
The table below sets forth a summary of the forecast operating costs between 2025 and 2039 for our Boguty Project, as stated in the Independent
Technical Report:
Production Profile Unit
Total
LoM
H2
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039
Mining
Ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 68.4 2.5 5.2 8.1 4.4 2.1 3.4 4.7 5.1 5.0 5.0 5.1 5.4 5.4 5.4 1.7
Waste /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 104.9 4.5 10.2 4.8 12.9 16.3 14.7 10.1 10.8 4.8 4.6 3.4 2.8 2.0 2.7 0.2
Total materials moved /H1118/H1118/H1118/H1118/H1118/H1118Mt 173.3 7.0 15.3 12.9 17.4 18.4 18.0 14.9 16.0 9.8 9.6 8.6 8.1 7.3 8.1 1.9
Strip Ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 1.53 1.81 1.96 0.60 2.91 7.86 4.36 2.13 2.12 0.94 0.93 0.66 0.52 0.36 0.51 0.13
Grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.206 0.164 0.196 0.190 0.178 0.174 0.203 0.180 0.238 0.213 0.203 0.205 0.231 0.240 0.226 0.195
High-grade Ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 53.2 1.7 3.8 5.5 3.3 1.5 2.6 3.4 4.2 4.0 4.0 4.0 4.4 4.9 4.8 1.2
Grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.0 0.191 0.228 0.228 0.201 0.201 0.229 0.207 0.267 0.239 0.227 0.230 0.257 0.252 0.239 0.226
Medium-Grade Ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 7.8 0.4 0.8 1.2 0.6 0.3 0.3 0.7 0.5 0.6 0.6 0.6 0.5 0.3 0.4 0.2
Grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.0 0.123 0.124 0.124 0.124 0.124 0.125 0.124 0.124 0.124 0.123 0.124 0.124 0.125 0.125 0.124
Low-grade Ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 7.5 0.4 0.7 1.4 0.6 0.4 0.4 0.7 0.5 0.4 0.5 0.5 0.5 0.2 0.2 0.2
Grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.0 0.099 0.099 0.099 0.098 0.100 0.098 0.101 0.100 0.100 0.099 0.099 0.099 0.097 0.103 0.099
Processing
Feed ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 68.4 1.65 3.80 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 3.58
Feed ore grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.0 0.191 0.227 0.228 0.187 0.140 0.169 0.176 0.243 0.215 0.204 0.209 0.242 0.251 0.235 0.147
Recovery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118% various (1) 75.00 83.00/
78.85
78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85
Concentrate at 65% WO 3/H1118/H1118/H1118/H1118/H1118t 171,003 3,638 10,900 13,665 11,228 8,382 10,172 10,596 14,578 12,936 12,276 12,549 14,527 15,065 14,119 6,371
Operating Cash Cost
Mining /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 1,800.7 71.9 158.2 132.7 180.3 195.9 189.1 153.5 164.6 101.0 99.4 88.2 83.8 75.7 83.2 23.2
Processing
Labor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 696.9 24.4 52.8 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 35.2
Consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 2,389.1 82.1 177.5 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 121.0
Fuel, Electricity and Water /H1118/H1118RMB million 918.6 30.2 65.4 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 46.8
Maintenance and Other
Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
RMB million 416.9 7.8 16.9 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 22.3
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 4,421.5 144.6 312.5 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 225.2
General and Administrative /H1118/H1118/H1118RMB million 1,413.6 94.7 94.7 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 69.6
Sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 376.2 8.0 24.0 30.1 24.7 18.4 22.4 23.3 32.1 28.5 27.0 27.6 32.0 33.1 31.1 14.0
Resource tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 490.9 11.9 27.3 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 25.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 8,502.9 331.0 616.6 606.1 648.3 657.6 654.8 620.2 640.0 572.8 569.8 559.2 559.1 552.2 557.6 357.7
SUMMARY
–1 2–


--- page 24 ---
Production Profile Unit
Total
LoM
H2
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039
Operating Cash Unit Cost
Mining /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t ore 26.3 29.0 30.5 16.5 40.6 94.2 56.3 32.4 32.1 20.0 19.9 17.1 15.6 14.0 15.5 14.0
Processing
Labor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 10.2 14.8 13.9 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8
Consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 34.9 49.6 46.7 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8
Fuel, Electricity and Water /H1118/H1118RMB/t processed 13.4 18.3 17.2 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1
Maintenance and Other
Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
RMB/t processed 6.1 4.7 4.4 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 64.6 87.4 82.2 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9
General and Administrative /H1118/H1118/H1118RMB/t processed 20.7 57.2 24.9 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4
Sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 5.5 4.8 6.3 6.1 5.0 3.7 4.5 4.7 6.5 5.7 5.5 5.6 6.5 6.7 6.3 3.9
Resource tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t
processed
124 200 162 122 131 133 132 125 129 116 115 113 113 112 113 100
RMB/t
concentrate
49,800 91,000 56,600 44,400 57,800 78,500 64,400 58,600 43,900 44,300 46,500 44,600 38,500 36,700 39,500 56,200
Operation Unit Cost
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t
processed
159 235 194 151 160 161 161 154 158 144 151 149 149 148 149 179
RMB/t
concentrate
63,500 106,900 67,600 54,800 70,400 95,400 78,300 71,900 53,600 55,200 61,100 58,900 50,900 48,600 52,200 100,700
Source: Independent Technical Report
Notes:
1 Target recovery rates: H2 2025:75%, 2026:83% and 78.85% (with the ore sorting system).
2 The cost for equipment replacement and refurbishment has been allocated to the processing cost, amounting to RMB3.29 million per year.
3 General and Administrative costs include a payment of approximately RMB1.0 million per year to the Kazakhstani Government for the mine rehabilitati on fee.
4 Some totals may not correspond to the sum of the separate figures due to rounding.
5 High-grade ore is defined at a cut-off grade of >0.14% WO 3; Medium-grade ore is defined at a cut-off grade between 0.12%-0.14% WO 3 and low-grade ore is defined
at a cut-off grade of 0.06% WO 3.
SUMMARY
–1 3–


--- page 25 ---
Our forecast cash operating costs may differ from the actual future cash operating costs
due to numerous factors, including the factors described in the sections headed “Risk Factors”
and “Forward-looking Statements” in this prospectus.
The following post-tax sensitivity analysis at a discount rate of 10% as set forth in the
Independent Technical Report illustrates the impact of certain key parameters (including the
feed ore grade, processing recovery, capital cost, operating cost, sales price and sales cost) on
the net present values (NPVs) of the Boguty Project:
 –
 2,000
 4,000
 6,000
 8,000
 10,000
 12,000
 14,000
 16,000
-40% -30% -20% -10% 0% 10% 20% 30% 40%
NPV with 10% discount rate (RMB million)
Variance
Feed ore grade Recovery Capital Cost
Operating Cost Sales Price Sales Cost
Source: Independent Technical Report
SUMMARY
–1 4–


--- page 26 ---
MINING OPERATIONS AND PROCESSING FACILITIES
Our production process involves two main processes: mining and processing. The mining
operation is conducted by a local subsidiary of CCECC in Kazakhstan, who is engaged through
a public tender and has the required mining fleet and associated capacity. We are responsible
for the processing operation. The following diagram sets forth the general workflow of the
production of tungsten concentrate:
Customers
Ore sorting1
Grinding and
classification
Crushing and
screening
Open pit mining
Tungsten ore
Processing plant
Flotation
Concentrate
dewatering
Tungsten ore concentrate
Note:
1. We expect to complete the integration of the ore sorting system into the existing mining flowsheet in 2026.
Mining
We adopt open pit mining for our operations of the Boguty Project, which typically
consists of (i) drilling, blasting and excavation, (ii) loading and haulage of ore and waste and
(iii) grade control and dewatering of the open pit. The mining sequence is designed to occur
from top to bottom, with two benches operating simultaneously. Drilling and blasting are
undertaken by a professional drill and blast contractor responsible for drilling, hole survey,
explosive transportation, charging, stemming and blasting. The maximum size of blasted rock
is one meter. Any oversize ore rock is further crushed by hydraulic hammers to produce a more
uniform size. To carry out blasting operations, down-the-hole hammer (DTH) drill rigs
equipped with mobile air compressors are required to make blast holes with a diameter of 165
mm. Loading is carried out by hydraulic excavators with 5.5 m
3 bucket capacities and
front-end loaders. A fleet of articulated haulage trucks (55 t) transport the ore to the processing
plant and stockpiles. The waste is transported directly to the waste rock dump (WRD).
SUMMARY
–1 5–


--- page 27 ---
Processing
We designed our processing workflow principally based on a feasibility study prepared by
an Independent Third Party, which is a civil engineering company, in 2019. The civil
engineering company has a history of more than 70 years and is one of the design institutes
with the strongest nonferrous metal mine design capabilities in China, according to Frost &
Sullivan. It has been engaged in mine design projects in over 30 countries and regions globally
and has delivered more than 400 mine design results, including multiple medium- and
large-scale nonferrous metal mine projects in China, such as the Dexing copper mine, Yinshan
copper mine, Yongping copper mine, Wushan copper mine and Sichuan Maoniuping rare earth
mine, which have all reached the designed development scale and achieved respective
production targets. The civil engineering company has a Class A engineering design
qualification certificate issued by the PRC Ministry of Housing and Urban-Rural Development
and a Class A foreign project contracting qualification certificate issued by the PRC Ministry
of Commerce. The designed processing flowsheet includes the crushing and screening circuit,
ore sorting circuit, grinding circuit and rougher flotation circuit, heated cleaner circuit and
concentrate dewatering circuit.
Crushing and screening circuit
The crushing circuit will be a traditional three-stage crushing and one closed circuit
flowsheet. Ore will be transported by trucks to the primary crushing station near the open pit
and unloaded directly into the feed bin of a gyratory crusher. Adjacent to the feed bin, a
crawler-type mobile hydraulic breaker will be installed to break any oversize rocks. The
gyratory crusher will reduce the size of the ore to less than 300 mm, i.e., the primary crushed
ore, which will then be transported to the stockpile area of the processing plant through a
two-kilometer long belt conveyor system.
Ore sorting system
To perform ore sorting and waste rejection, we have designed an ore sorting operation for
screened and oversize ore materials produced from secondary crushing. After the operation of
the ore sorting system is commissioned in the third year, the pre-screening after secondary
crushing will divide the secondary crushed ore into three size fractions: <12 mm, 12–40 mm
and >40 mm (40–70 mm). The fine size fraction (<12 mm) will be processed in the same way
as the original flowsheet and sent to the ore surge bin through the belt conveyors. The other
size fractions (12–40 mm and 40–70 mm) will be conveyed to the buffer bin in the ore sorting
facility. The concentrates of all ore sorters will be collected for tertiary crushing. All the waste
rejects from the sorting machine will be collected by another belt conveyor, transported to the
reject stockpile and then transported by vehicles to the waste rock dump (WRD) or tailings
storage facility (TSF) as materials for raising the dams.
SUMMARY
–1 6–


--- page 28 ---
Grinding circuit and rougher flotation circuit
There are two grinding circuits. A ball mill, mortar pump and cyclone unit will form the
grinding-classification closed circuit. The ore discharge from the ball mill will be classified by
the cyclone, and the underflow will be returned to the ball mill. The combined overflow in two
grinding series will flow into an agitation tank before flotation, which will be agitated,
conditioned and pumped to three flotation columns for roughing.
The rougher process will consist of one-stage rougher, three-stage scavenger and
three-stage cleaner. The flotation columns can be used for both roughing and cleaning. The
resulting concentrate will flow by gravity to a cleaner of the cleaner section in the rougher
circuit. The flotation columns’ tailings will flow to the scavenger section, producing the final
tailings after three stages of scavenging that will subsequently be pumped to the TSF.
Scavenger 1 concentrate will undergo three-stage cleaning to produce a rougher concentrate
and middling. The middling will return to Scavenger 1. The rougher concentrate will undergo
thickening and reagent removal and be transferred to the heated cleaner circuit.
Heated cleaner circuit and concentrate dewatering
The concentrate ore pulp in the room temperature flotation circuit will be pumped to a
thickener and concentrated to a grade of 50-55%. The overflow will be sent to the concentrate
overflow treatment station, and the underflow will be pumped to six heated agitation tanks that
are steam-heated to over 90°C. The heated underflow will then be pumped to another agitation
tank for the addition of flotation reagents and pulp conditioning, before subsequently entering
the heated cleaner circuit. The cleaner circuit will adopt the flotation flowsheet of one-stage
rougher, three-stage scavenger and five-stage cleaner. The cleaner tailings will be combined
with the tailings produced in the room temperature rougher circuit and pumped to the TSF. The
final flotation concentrate will be pumped to a thickener. The underflow will be fed to a
plate-and-frame filter press. The resulting filter cake will be sent to a steam dryer through a
spiral conveyor. The dried product is then sent to a bucket elevator through a spiral conveyor,
mixed in a mixer and packed i na1tb a gb ya n automated packing machine for storage and
transportation. Thickener overflow and filter press filtrate containing sodium silicate and
flocculants will be returned to the cleaner circuit for pulp conditioning and to serve as rinsing
water.
For details, please refer to “Business—Mining Operations and Processing
Facilities—Processing” and “Appendix III—Independent Technical Report—Mineral
processing.”
OUR PRODUCT
Our product comprises scheelite concentrate containing 65% WO
3. Scheelite concentrate
containing 65% WO 3 is an intermediate in the recovery of tungsten from its minerals, and
tungsten has a higher melting point and density, and good high-temperature resistivity and
thermal stability, leading to a growing demand globally, according to Frost & Sullivan.
SUMMARY
–1 7–


--- page 29 ---
Our product is a commodity and we expect the biggest factor affecting its price will be
the corresponding commodity price indexes which are in turn affected by global supply and
demand. We expect pricing terms in sales contracts we enter into will explicitly make reference
to such price indexes and database, subject to adjustment based on the quality of the tungsten
ore concentrates. In addition, according to Frost & Sullivan, high-end tungsten products are
expected to be in higher demand and command higher selling prices.
SALES AND MARKETING
We commenced phase I commercial production in April 2025 with a target annual mining
and processing capacity of 3.3 Mt of tungsten ore in 2025. After our production of tungsten ore
concentrate stabilizes, we plan to carry out further processing steps to produce ammonium
paratungstate (APT) and tungsten carbide powder (WC) using the net proceeds received from
the Global Offering. For more details, see “Future Plans and Use of Proceeds.” We expect to
sell our tungsten products primarily to the PRC in the near term.
Customers and sales agreements
As of the Latest Practicable Date, we had entered into scheelite sales agreements with (i)
Jiangxi Copper Hong Kong Company Limited, which is our connected person, and (ii) Jiangxi
Tungsten Corporation Limited, which is an Independent Third Party, with respect to the sales
of scheelite concentrate in 2025 and 2026. During the Track Record Period, we only generated
revenue from one customer, Jiangxi Tungsten Corporation Limited, since we just commenced
commercial production for phase I in April 2025 and only made sales to this customer pursuant
to our sales agreements with them. Jiangxi Copper Hong Kong Company Limited is our
connected person, our transactions with them would constitute non-exempt continuing
connected transactions under Chapter 14A of the Listing Rules after the Listing, see
“Connected Transactions—Non-exempt continuing connected transactions subject to reporting,
annual review, announcement and independent shareholders’ approval requirements—Scheelite
sales agreement” for details.
According to Frost & Sullivan and our internal research on the tungsten market, tungsten
concentrate smelting (which produces APT and WC) is the main downstream industry for
tungsten concentrate products and it is mainly concentrated in China, where the tungsten
concentrate smelting capacity has far exceeded the tungsten concentrate production capacity.
As a result, we believe that we can keep in touch with several tungsten concentrate smelting
companies in China, indicating a strong desire to buy tungsten concentrate from us once we
commence production and potentially reach an exclusive supply deal. We sell our tungsten
concentrate to buyers in China mainly through the direct sales model. After we commence the
production of APT and WC in the future, we may also sell our products to Europe and other
overseas markets. As we are not subject to the EU anti-dumping duties, we believe that we will
have a comparative advantage in market competition for APT and WC. We plan to adopt both
the direct sales and the distribution models in these markets in order to establish and maintain
customers while continue to expand customer resources. We also plan to set up a sales and
marketing department that will be responsible for carrying out sales and marketing activities.
Please refer to “Business—Sales and Marketing” for details.
SUMMARY
–1 8–


--- page 30 ---
We only had one customer during the Track Record Period, and none of our Directors or
their associates, and none of our existing Shareholders who (to the knowledge of our Directors)
own more than five percent of our issued share capital, had any interest in this customer.
OUR SUPPLIERS AND CONTRACTORS
During the Track Record Period, we were primarily focused on preparing the Boguty
Project for commercial production and our suppliers mainly included suppliers for
construction, engineering, transportation services and raw materials. We consider several
factors in the evaluation and selection process of our suppliers and contractors, such as their
background, reputation, industry experience, the enforcement status of their anti-commercial
bribery policies and the quality and prices of their goods or services.
To ensure an efficient and smooth process of our constructions, we have adopted the
engineering, procurement and construction (EPC) model and engaged CCECC (including its
local branch in Kazakhstan) as our EPC contractor for construction activities through an open
tender based on evaluation and selection procedures conducted by a committee comprising of
four experts selected by a third party and a representative from our Company. For risks relating
to our contractors, see “Risk Factors—Risks Relating to Our Business—We rely on contractors
for constructions and future mining operation.” CCECC is responsible for completing our
construction project (including the construction of the beneficiation plants, tailings ponds and
necessary mining infrastructure, such as the ancillary and utilities systems, transportation and
administrative facilities) in accordance with quality standards in both Kazakhstan and China.
CCECC may engage subcontractors for certain aspects of the project. The selection of any
subcontractors must be reviewed and approved by us. The total contract sum payable by us to
CCECC under the EPC contract is RMB1,091.6 million. For details of our EPC contract
arrangement, see “Business—Our Suppliers and Contractors.” On October 17, 2024, we have
entered into a mining services procurement agreement with a local subsidiary of CCECC in
Kazakhstan, pursuant to which Subsidiary ZV will procure stripping and mining work in the
open pit mining from CCECC’s subsidiary in Kazakhstan in the production phase of the Boguty
Project.
In the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30,
2025, aggregate purchases from our five largest suppliers amounted to HK$214.0 million,
HK$745.7 million, HK$589.0 million and HK$21.5 million, respectively, accounting for
94.2%, 97.7%, 95.8% and 16.9% of our total purchases, respectively. Purchases from our
largest supplier for the same periods, CCECC, totaled HK$202.6 million, HK$727.1 million,
HK$575.8 million and HK$69.7 million, respectively, representing 89.2%, 95.2%, 93.6% and
39.0% of our total purchases, respectively.
SUMMARY
–1 9–


--- page 31 ---
Save for CCECC and Jiangxi Copper Corporation, all of our five largest suppliers in each
year or period during the Track Record Period were Independent Third Parties. Save for
CCECC and Jiangxi Copper Corporation, none of our Directors or their associates, and none
of our existing Shareholders who (to the knowledge of our Directors) own more than five
percent of our issued share capital, had any interest in any of our five largest suppliers in each
year or period during the Track Record Period.
MARKET AND COMPETITION
As advised by Frost & Sullivan, Kazakhstan is rich in mineral resources with Boguty
tungsten mine being the world’s largest open-pit tungsten mine in terms of Mineral Resources
of WO
3 as of December 31, 2024. We commenced commercial production in April 2025 and
we target to sell our tungsten products to the China market in the short term. We expect to
primarily compete with tungsten producers in the PRC. According to Frost & Sullivan, the
major factors of competition in the tungsten ore mining industry include abundance and quality
of mineral reserves, costs of operation, accessibility to infrastructure, access to capital and the
ability to carry out downstream processing to offer higher value-added products. We believe
that our advantages, such as abundance in our tungsten Resources, low production costs,
experienced management team and our proximity to potential customers in the PRC, will allow
us to stay competitive in the tungsten ore mining industry. In particular, our Boguty tungsten
mine was the world’s fourth largest tungsten mine as of December 31, 2024 in terms of Mineral
Resources of WO
3, having the world’s largest designed tungsten concentrate production
capacity among single tungsten mines, according to Frost & Sullivan.
Market Landscape of China’s Tungsten Industry
At present, China is the world’s largest tungsten resource country, mainly possessing two
types of wolframite (manganese and iron tungstates) and scheelite (calcium tungstate ore).
According to Frost & Sullivan, in 2024, China had tungsten resource reserves of 2.4 million
tonnes, accounting for over 50% of the world’s reserves, and its mine tungsten production is
also world leading.
The production volume of tungsten significantly depends on the production in China since
China’s production volume took over 80% of the global production volume of tungsten in 2024.
To protect national reserves, the Ministry of Natural Resources of China has been issuing an
annual quota for tungsten mining every year. These quotas have been effective since 2002.
China’s 2024 tungsten mining quota was set at 114 thousand tonnes of tungsten concentrates.
Since China’s government imposed restricted quotas on concentrated products of tungsten and
the relatively low rate of operation in previous years, China’s production volume of tungsten
decreased from 69 thousand tonnes in 2019 to 67 thousand tonnes in 2024 at a CAGR of -0.6%.
According to a notice from China’s Ministry of Natural Resources in 2024, the first batch of
total restricted quota (65% tungsten trioxide content) in 2025 was 58,000 tonnes, a
year-on-year decrease of 6.5%. As a result, the market expects domestic tungsten production
to reach 54.5 thousand tonnes in 2029, with a CAGR of -0.4% from 2024 to 2029.
SUMMARY
–2 0–


--- page 32 ---
China’s consumption volume of tungsten increased from 47.3 thousand tonnes in 2019 to
55.3 thousand tonnes in 2024, representing a CAGR of 3.2%. Going forward, with the
continuous development of technologies and demand for tungsten, especially for cemented
carbide products, the consumption volume of tungsten in China is expected to reach 65.5
thousand tonnes in 2029, with a CAGR of 3.4%. China’s tungsten consumption is lower than
production because China exports tungsten products to a number of other countries, as it is a
major tungsten reserve and producer. China’s tungsten export restriction policy was
implemented to protect domestic tungsten resources and ensure its sustainable supply. In recent
years, with the gradual depletion of China’s tungsten resources and increased awareness of
environmental protection, the Chinese government has adopted a series of measures to restrict
tungsten exports. The implementation of these policy and measures will have a significant
impact on the global tungsten market. As a result of China’s tungsten export restrictions, and
the large gap between tungsten production and tungsten consumption, tungsten export demand
in Kazakhstan will likely see strong growth.
For further details, please refer to “Business—Competitive Strengths” and “Industry
Overview.”
W AIVER APPLICATION
We have applied for, and the Stock Exchange has granted us a waiver from strict
compliance with Rule 8.05 of the Listing Rules pursuant to Rules 8.05B(l) and 18.04 of the
Listing Rules. For details, please refer to the section “Waivers from Strict Compliance with the
Listing Rules” in this prospectus.
OUR CONTROLLING SHAREHOLDERS
As of the Latest Practicable Date, our Company was owned by Ever Trillion, a company
wholly owned by Mr. Liu Zijia ( ᄎɿྗ), as to approximately 43.35%, and by Jiangxi Copper
HK, a company wholly owned by Jiangxi Copper, as to approximately 41.65%, respectively.
Immediately following completion of the Global Offering (assuming the Over-allotment
Option is not exercised), Ever Trillion and Jiangxi Copper HK will own approximately 32.51%
and 31.24% of the share capital of our Company, respectively. Therefore, each of (A) Jiangxi
Copper and Jiangxi Copper HK (being the Jiangxi Copper Controlling Shareholders Group),
and (B) Mr. Liu Zijia and Ever Trillion (being the Ever Trillion Controlling Shareholders
Group) has been and will continue to be two groups of our controlling shareholders after the
Listing. See “Relationship with our Controlling Shareholders” for details.
SUMMARY
–2 1–


--- page 33 ---
Mr. Liu Zijia, Ever Trillion and Goldblink entered into the Loan Agreement with the
Goldblink Call Option on November 20, 2023. Pursuant to the Loan Agreement, in the event
that Goldblink opts to exercise the Goldblink Call Option after the Listing and assuming the
Over-allotment Option is not exercised and there are no changes to the shareholding of Ever
Trillion and Goldblink and the issued share capital of the Company, then immediately after the
completion of the acquisition of the Target Shares by Goldblink (which at the earliest would
be at the expiry of a 12-month period immediately following the Listing Date), Goldblink
would hold 43,876,000 Shares, representing 9.99% of the share capital of our Company, and
Ever Trillion would hold 98,924,000 Shares, representing 22.52% of the share capital of our
Company. Therefore, in such circumstances, Mr. Liu Zijia and Ever Trillion would cease to be
our Controlling Shareholders. For details of the Loan Agreement and the Goldblink Call
Option, see “History and Corporate Structure—Loan Arrangement between Ever Trillion and
Goldblink”.
OUR PRE-IPO INVESTORS
We completed several rounds of Pre-IPO Investments since 2018. Our Pre-IPO Investors
include Jiangxi Copper HK, CRCCII and CCECC HK. See “History and Corporate
Structure—Pre-IPO Investments.”
CONTINUING CONNECTED TRANSACTIONS
We have entered into certain transactions which would constitute non-exempt continuing
connected transactions under Chapter 14A of the Listing Rules after the Listing. Further
particulars about such transactions together with the application for a waiver from strict
compliance with the relevant requirements under Chapter 14A of the Listing Rules are set out
in “Connected Transactions”.
SUMMARY
–2 2–


--- page 34 ---
SUMMARY OF KEY FINANCIAL INFORMATION
This summary historical financial information set forth below is derived from, and should
be read in conjunction with, our consolidated financial information, together with the
accompanying notes, set forth in “Appendix I—Accountant’s Report” to this prospectus, as
well as the information set forth in “Financial Information” of this prospectus. Our
consolidated financial information has been prepared in accordance with HKFRS.
Summary of Consolidated Statements of Comprehensive Loss
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 126,313
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (108,332)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 17,981
Administrative expenses /H1118/H1118(41,061) (67,854) (75,940) (33,241) (60,499)
Other (losses), net /H1118/H1118/H1118/H1118/H1118/H1118/H1118(34,029) (9,437) (83,749) (30,158) (27,200)
Operating loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(75,090) (77,291) (159,689) (63,399) (69,718)
Finance income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,293 1,908 78 70 19
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,653) (4,746) (16,918) (1,640) (19,856)
Finance costs, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118(19,360) (2,838) (16,840) (1,570) (19,837)
Loss before income tax /H1118/H1118(94,450) (80,129) (176,529) (64,969) (89,557)
Income tax credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 82,566
Loss for the year/period /H1118 (94,450) (80,129) (176,529) (64,969) (6,989)
Loss for the year/period
attributable to:
Equity holders of the
Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(93,661) (78,920) (172,970) (63,617) (5,996)
Non-controlling interests /H1118/H1118 (789) (1,209) (3,559) (1,352) (993)
(94,450) (80,129) (176,529) (64,969) (6,989)
SUMMARY
–2 3–


--- page 35 ---
During the Track Record Period, we primarily focused on preparing the Boguty Project
for commercial production. The phase I commercial production of the Boguty Project
commenced in April 2025, and we started to generate revenue in the six months ended June 30,
2025. We incurred significant administrative expenses during the Track Record Period,
primarily consisting of employee benefit expenses in relation to our development of Boguty
Project. In 2022, we recorded significant foreign exchange losses, primarily resulting from the
depreciation of Renminbi against Hong Kong dollars in connection with our cash on hand
denominated in Renminbi, and interest expenses, primarily arising from our bank borrowings
and amounts due to shareholders. As a result, we recorded net losses during the Track Record
Period. For details of discussion of our results of operation during the Track Record Period, see
“Financial Information—Discussion of Selected Items from the Consolidated Statements of
Comprehensive Loss” and “Financial Information—Results of Operations of Our Group.”
Summary of Consolidated Statements of Financial Position
As of December 31,
As of
June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118550,403 1,413,340 1,772,955 2,080,961
Current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105,524 488,114 91,893 217,737
Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118222,758 67,464 360,841 660,681
Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118402,123 1,687,624 1,517,094 1,667,911
Net current assets/(liabilities) /H1118/H1118/H1118/H1118(117,234) 420,650 (268,948) (442,944)
Net assets/(liabilities) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,046 146,366 (13,087) (29,894)
Equity attributable to non-
controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,647) (2,886) (5,760) (7,038)
We recorded net current assets of HK$420.7 million as of December 31, 2023 as
compared to net current liabilities of HK$117.2 million as of December 31, 2022, primarily
attributable to (i) an increase in cash and cash equivalents of HK$377.2 million as we further
drew down the Bank Loan in 2023 and (ii) a decrease in amounts due to shareholders of
HK$153.0 million as majority of our shareholder loan were capitalized into our share capital
in February 2023. We recorded net current liabilities of HK$268.9 million as of December 31,
2024 as compared to net current assets of HK$420.7 million as of December 31, 2023,
primarily attributable to (i) a decrease in cash and cash equivalents of HK$435.2 million, as
we spent cash on supporting our daily operations and the development of our Boguty Project;
(ii) an increase in our other net losses from HK$9.4 million in 2023 to HK$83.7 million in
2024, primarily attributable to the depreciation of Tenge against Euro in such period, in
connection with conversion of Subsidiary ZV’s Euro-denominated financial liabilities to
Tenge, its functional currency; and (iii) an increase in current borrowings of HK$181.4 million.
SUMMARY
–2 4–


--- page 36 ---
Our net current liabilities position as of December 31, 2022 and 2024 was primarily due
to the fact that our Boguty Project was still at the development and construction stage and we
consumed cash and incurred liabilities in relation to our construction costs. For details of
discussion of our consolidated statements of financial position during the Track Record Period,
see “Financial Information—Discussion of Selected Items from the Consolidated Statements of
Financial Position.”
We recorded net current liabilities of HK$442.9 million as of June 30, 2025 as compared
to net current liabilities HK$268.9 million as of December 31, 2024, primarily attributable to
(i) an increase in contract liabilities of HK$133.6 million, primarily because we received
advance payments from customers in relation to our sales while the relevant products were yet
to be delivered; (ii) an increase in borrowings of HK$94.5 million partially offset by an
increase in inventories of HK$81.7 million and an increase in trade payables of HK$47.1
million, as we commenced commercial production and sale in the six months ended June 30,
2025.
The increase in our net assets from HK$31.0 million as of December 31, 2022 to
HK$146.4 million as of December 31, 2023 was primarily attributable to capital contribution
of HK$198.4 million, in relation with capitalization of majority of our loans from Ever Trillion
and Jiangxi Copper HK into our share capital and Pre-IPO financing from CRCCII and CCECC
HK in February 2023, partially offset by our net loss of HK$80.1 million in 2023. We recorded
net liabilities of HK$13.1 million as of December 31, 2024 as compared to our net assets of
HK$146.4 million as of December 31, 2023, primarily attributable to our net loss of HK$176.5
million in 2024, partially offset by currency translation differences of HK$17.1 million. We
recorded net liabilities of HK$29.9 million as of June 30, 2025 as compared to net liabilities
of HK$13.1 million as of December 31, 2024, primarily attributable to our net loss of HK$7.0
million and the currency translation differences of HK$9.8 million in the six months ended
June 30, 2025. Taking into account the estimated net proceeds from the Global Offering, we
expect that we will have a net assets position immediately after the Listing.
SUMMARY
–2 5–


--- page 37 ---
Summary of Consolidated Statements of Cash Flows
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Net cash (used in)/
generated from operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(47,507) (62,718) (63,154) (27,788) 15,554
Net cash (used in)
investing activities /H1118/H1118/H1118/H1118/H1118(311,332) (755,630) (447,012) (225,425) (21,467)
Net cash generated from/
(used in) financing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189,881 1,187,770 88,236 (33,541) 1,567
Net (decrease)/increase in
cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(168,958) 369,422 (421,930) (286,684) (4,327)
Cash and cash equivalents
at beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118287,994 99,496 476,687 476,687 41,440
Effects of exchange rate
changes on cash and
cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118(19,540) 7,769 (13,317) (16,778) (4,451)
Cash and cash equivalents
at end of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899,496 476,687 41,440 173,225 32,662
We had net cash used in operating activities during the Track Record Period as our Boguty
Project was primarily in the exploration and development stage during the Track Record
Period. Our principal uses of cash have been development of our Boguty Project and to fund
our working capital. During the Track Record Period, we principally financed our working
capital and other liquidity requirement through bank borrowings, shareholder loans and
internal funds. Going forward, we believe our liquidity requirements will be satisfied by using
funds from a combination of bank balances, net proceeds from the Global Offering, bank and
other borrowings and cash generated from our operations.
Taking into account the financial resources available to our Group, including cash and
cash equivalents, net proceeds from the Global Offering and cash generated from operations,
our Directors are of the opinion that we will have sufficient working capital to cover at least
125% of our present requirements as required under Rule 18.03(4) of the Listing Rules, that
is, for at least the next 12 months from the date of this prospectus.
SUMMARY
–2 6–


--- page 38 ---
KEY FINANCIAL RATIOS
As of December 31,
As of
June 30,
2022 2023 2024 2025
Current ratio (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.5 7.2 0.3 0.3
Gearing ratio (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111893.8% 88.9% 100.8% 101.6%
Debt to equity ratio (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,505.0% 803.1% N/A (4) N/A(4)
Notes:
(1) Current ratio is calculated based on the total current assets divided by the total current liabilities as of the end
of the respective year or period.
(2) Gearing ratio is calculated based on the net debt (lease liabilities, borrowings and amounts due to shareholders,
net of cash and cash equivalents) divided by the total capital (total equity plus net debt) as of the end of the
respective year or period and multiplied by 100%.
(3) Debt to equity ratio is calculated based on the net debt (lease liabilities, borrowings and amounts due to
shareholders, net of cash and cash equivalents) divided by the total equity as of the end of the respective year
or period and multiplied by 100%.
(4) Our debt to equity ratios as of December 31, 2024 and June 30, 2025 are not meaningful as we recorded a
deficit as of December 31, 2024 and June 30, 2025.
For details of discussion of our key financial ratios during the Track Record Period, see
“Financial Information—Selected Key Financial Ratios.”
DIVIDENDS AND DIVIDEND POLICY
No dividend was paid or declared by our Company during the Track Record Period and
up to the Latest Practicable Date. Any declaration of dividends is subject to our results of
operations, working capital and cash position, future business and earnings, capital
requirements, contractual restrictions, if any, as well as any other factors which our Directors
may consider relevant from time to time. In addition, any declaration and payment as well as
the amount of the dividends will be subject to constitutional documents and the relevant laws.
Currently, we do not have a dividend policy or a pre-determined dividend rate.
As advised by our Hong Kong Legal Advisors, under Hong Kong Law, a position of
accumulated losses and net liabilities does not necessarily restrict our Company from declaring
and paying dividends to our Shareholders out of either our profit or our share premium account,
provided this would not result in our Company being unable to pay its debts as they fall due
in the ordinary course of business.
SUMMARY
–2 7–


--- page 39 ---
GLOBAL OFFERING STATISTICS
Based on an Offer Price of
HK$10.92 per Offer Share
Market capitalization (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$4,796.4 million
Unaudited pro forma adjusted consolidated net tangible
assets per Share (2)(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.53
Note:
(1) The calculation of the market capitalization of our Shares is based on 439,228,800 Shares expected to
be in issue and outstanding immediately following the completion of the Global Offering and AIX
Offering, assuming the Over-allotment Option is not exercised.
(2) The unaudited pro forma adjusted consolidated net tangible assets per Share is calculated based on
439,228,800 Shares were in issue following the completion of Global Offering and Share Subdivision,
but does not take into account of any Shares which may be allotted and issued by the Company pursuant
to the exercise of the Over-allotment Option, or any Shares which may be issued or repurchased by the
Company pursuant to the general mandates granted to the directors to issue or repurchases Shares as
described in the section headed “Share Capital” in this prospectus.
(3) No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets of
the Group to reflect any trading results or other transactions of the Group entered into subsequent to
June 30, 2025.
RECENT DEVELOPMENT
No Material Adverse Change
Our Directors confirmed that, since June 30, 2025 (being the end of the period reported
in the Accountant’s Report set out in Appendix I) and up to the date of this prospectus, there
had been no material adverse change in our financial or trading positions and there is no event
which would materially affect the information shown in our consolidated financial information
included in the Accountant’s Report in Appendix I to this prospectus.
FUTURE PLANS AND USE OF PROCEEDS
We estimate that we will receive net proceeds of approximately HK$1,087.7 million after
deducting the underwriting fees and expenses payable by us in the Global Offering, assuming
no exercise of the Over-allotment Option and based on the Offer Price of HK$10.92 per Offer
Share. The use of proceeds complies with AIX Belt and Road Market Rules BR 1.1 (R) (a) (e).
We intend to use the net proceeds from the Global Offering for the following purposes:
(i) approximately 55.0%, or HK$598.3 million, will be used to fund the capital costs for
the development of our Boguty Project, of which:
(a) approximately 17.5%, or HK$190.4 million, will be used to fund the capital
costs in relation to the development of tailings ponds of our Boguty Project;
SUMMARY
–2 8–


--- page 40 ---
(b) approximately 27.5%, or HK$299.1 million, will be used to fund capital costs
in relation to the development of beneficiation plants of the Boguty Project;
(c) approximately 10.0%, or HK$108.8 million, will be used to fund the
development of our ore sorting system for Phase II of our commercial
production;
(ii) approximately 10.0%, or HK$108.8 million, will be used to fund the development
of our ammonium paratungstate (APT) production capabilities;
(iii) approximately 25.0%, or HK$271.9 million will be used to repay the aggregate
principal amounts and interest accrued on a portion of our bank borrowings; and
(iv) approximately 10.0%, or HK$108.8 million, will be allocated for working capital
and other general corporate purposes.
See “Future Plans and Use of Proceeds” for details.
RISK FACTORS
We believe there are certain risks and uncertainties involved in investing in our Shares,
some of which are beyond our control. See “Risk Factors” for details of our risk factors. Some
of the major risks we face include:
 We have a limited operating history with net losses during the Track Record Period,
and our past performance may not serve as an adequate measure of our future
prospects and results of operations.
 We may not generate revenue or grow our business as planned.
 Our mining operations are currently concentrated at one mining site, the Boguty
Project in Kazakhstan and our business operation depends on this single mining
project.
 We only have a limited track record in commercializing our tungsten products and
we expect our product sales to focus on a limited number of customers in the early
stage of our commercial production.
 Our SSU Contract may be terminated by the relevant competent authority
unilaterally, which would have a material and adverse effect on our business,
financial condition and results of operations.
 We rely on contractors for constructions and future mining operation.
SUMMARY
–2 9–


--- page 41 ---
 The tungsten Reserves and Resources data presented in this prospectus are estimates
and may be inaccurate and our projected future production volumes, turnover and
capital expenditures, which are based on these estimates, may differ materially from
actual figures.
 Our success depends on the sales of our tungsten products, and the demand and
market prices for which are subject to various factors, such as their quality and
characteristics and other factors beyond our control, which could materially and
adversely affect our business, financial condition and results of operations.
 Our development plan may be delayed or may not progress within budget or achieve
commercial viability.
 As we recorded net operating cash outflows in the past, we need to manage our
liquidity situation carefully to prevent our results of operation from being materially
and adversely affected.
 We may be subject to tax liabilities in the event that Kazakhstan tax non-resident
investors who are ineligible for any tax exemptions fail to pay capital gain tax. As
a result, our Company, our Directors and the senior management may be held
accountable for relevant tax liabilities and may be subject to administrative or
criminal penalties.
LEGAL PROCEEDINGS AND COMPLIANCE
We may from time to time become involved in legal, arbitral or administrative
proceedings arising in the ordinary course of our business. As of the Latest Practicable Date,
we were not involved in any legal, arbitral or administrative proceedings that would have a
material and adverse effect on our business, financial condition or results of operations. As of
the Latest Practicable Date, we were not aware of any threatened legal, arbitral or
administrative proceedings against us that would have a material and adverse effect on our
business, financial condition or results of operations.
During the Track Record Period and up to the Latest Practicable Date, save for incidents
as disclosed below and in “Business—Legal Proceedings and Compliance,” as advised by our
Kazakhstan Legal Advisors, Hong Kong Legal Advisors and PRC Legal Advisors, we had
complied with the applicable laws and regulations in all material aspects, and we did not have
any non-compliance incident which our Directors believe would have a material and adverse
effect on our business, financial condition or results of operations.
SUMMARY
–3 0–


--- page 42 ---
Delays in Commencing Mining Operations
Pursuant to Addendum No. 3 to the SSU Contract dated December 28, 2020, Subsidiary
ZV was required to commence mining operations at the Boguty tungsten mine no later than
2022. We did not commence production until November 2024 due to various factors beyond our
control, such as delays due to COVID-19. However, we have regularly communicated with the
MIC on our progress, and we commenced phase I commercial production in April 2025. See
“Business—Legal Proceedings and Compliance—Delays in Commencing Mining Operations”
for details of our key communications with the MIC as of the Latest Practicable Date.
Underperformance of Financial Obligations under the SSU Contract
During the Track Record Period, we received three notification letters from the MIC
alleging (i) a past due amount of KZT69,888,299 (approximately HK$1,214,182) for 2021 in
connection with regional social development under the SSU Contract, (ii) our failure to spend
funds on training of Kazakhstan employees as required by the SSU Contract for 2022 in the
amount of KZT40,359,000 (approximately HK$701,164), and (iii) our failure to meet certain
financial obligations (i.e., financing of scientific research, scientific and technical, and/or
experimental design work provided by Kazakhstani producers of goods, works and services,
and/or projects by participants of the “Park of Innovative Technologies” innovation cluster) as
required by the SSU Contract for 2023 in the amount of KZT 95,028,000 (approximately
HK$1,650,938). We had fully settled the amount as of the Latest Practicable Date, and
received confirmation of our rectification of such non-compliance from the MIC,
including a confirmation that the issue of terminating the subsoil use rights was not under
consideration. See “Business—Legal Proceedings and Compliance—Underperformance of
Financial Obligations under the SSU Contract” for details.
Based on the review of (i) the SSU Contract which provides that the MIC is entitled to
terminate the SSU Contract unilaterally if there are at least two breaches of the SSU Contract
or associated project documents which have not been rectified by Subsidiary ZV within the
term as specified in the respective notifications of the MIC, (ii) the fact that we had not
received any notification letter from the MIC indicating any unrectified non-performance,
breaches and/or non-compliance as required under the SSU Contract as of the Latest
Practicable Date which would trigger the unilateral termination right of the MIC under the SSU
Contract, (iii) our regular communications with the MIC on this matter where the MIC was
fully notified of the delays in commencing mining operation; and (iv) the confirmation letters
(No. ZT-2023-02676870, the “First Confirmation Letter,” and No. ZT-2024-03681260, the
“Second Confirmation Letter”) issued by the MIC to Subsidiary ZV on December 30, 2023 and
April 24, 2024, respectively, our Kazakhstan Legal Advisors are of the view that there is no risk
of termination of the SSU Contract by the MIC as a result of our delay in the commencement
of production at the Boguty tungsten mine and the other non-compliance with the SSU Contract
as described above.
SUMMARY
–3 1–


--- page 43 ---
Taking into account the above view of our Kazakhstan Legal Advisors, our regular
communications with the MIC on our operations at the Boguty tungsten mine, the fact that we
had not received any notification from the MIC indicating any unrectified non-performance,
breaches and/or non-compliance as required under the SSU Contract as of the Latest
Practicable Date, our Directors are of the view that there is no risk of the SSU Contract being
terminated as a result of our delay in the commencement of production at the Boguty tungsten
mine and the other non-compliance with the SSU Contract as described above and such
incidents will not have a material adverse impact on our operations.
Environmental Issue Lawsuits in Connection with Our Public Hearings
As required by relevant Kazakhstan laws and regulations, we are required to hold public
hearings for conducting any activity that may affect the environment in the areas adjacent to
the Boguty deposit. In October 2018, Subsidiary ZV held a public hearing in connection with
changes to the mining works plan on the reserves calculation using new data on exploration,
technology and economics, and a total of three lawsuits were filed against us in connection
with such public hearing. As of the Latest Practicable Date, all claims raised in these lawsuits
had been dismissed or withdrawn and the appeal period for all these lawsuits had ended. There
was an appeal filed on the decision of one of these lawsuits in May 2024, and the court hearing
for this appeal took place in July 2024. The appellate court rejected this appeal and upheld the
initial court decision that all claims raised in this lawsuit shall be rejected. See
“Business—Legal Proceedings and Compliance—Environmental Issue Lawsuits in Connection
with Our Public Hearings” for details of these incidents.
LISTING EXPENSES
The total amount of listing expenses that will be borne by us in connection with the
Global Offering is estimated to be HK$111.4 million (representing 10.2% of gross proceeds
from the Global Offering, based on the Offer Price of HK$10.92 per Offer Share). The listing
expenses include underwriting commissions (based on the Offer Price of HK$10.92 per Offer
Share) of approximately HK$41.8 million, fees and expenses of legal advisors and accountants
of approximately HK$38.8 million and other fees and expenses of approximately HK$30.8
million, primarily including fees and expenses of financial printer, Independent Technical
Consultant, background search agent and industry consultant. HK$60.6 million of the listing
expenses is expected to be accounted for as a deduction from equity in accordance with the
relevant accounting standard. The remaining fees and expenses of HK$50.8 million were or are
expected to be charged to our consolidated statements of profit or loss, of which approximately
HK$0.6 million was charged to our administrative expenses for the year ended December 31,
2022, approximately HK$19.1 million was charged to our administrative expenses for the year
ended December 31, 2023, approximately HK$11.5 million was charged to our administrative
expenses for the year ended December 31, 2024, approximately HK$13.5 million was charged
to our administrative expenses for the six months ended June 30, 2025 and approximately
HK$6.1 million is expected to be charged to our administrative expenses subsequent to the end
of the Track Record Period. The professional fees and/or other expenses related to the
SUMMARY
–3 2–


--- page 44 ---
preparation of the Listing subsequent to the end of the Track Record Period are currently
estimates for reference only and the actual amount to be recognized is subject to adjustment
based on audit and the changes in variables and assumptions.
OUR LISTING ON THE AIX
Starting from June 1, 2022 (following the retrospective amendments introduced by the
Law on Amendments), (i) the Global Offering is exempted from prior written permission of the
AFR; and (ii) the Company is not subject to mandatory offer of the new Shares for purchase
on any local stock exchange in Kazakhstan (including the AIX and the KASE) as part of the
International Offering. Nevertheless, in order for the investors to enjoy the benefits of the
AIFC Exemption, our Shares will be listed and offered for subscription on the AIX. In
connection with the AIX Offering, application has been made to the AIX to (i) admit our Shares
to be issued pursuant to the AIX Offering to the Official List of the AIX Belt and Road Market
Segment; and (ii) admit the Shares for trading on the AIX.
Our Company intends to maintain the proposed listing of our Shares on the Official List
of the AIX alongside the proposed listing of our Shares on the Stock Exchange. Application has
been made to (i) the Stock Exchange for the listing of, and permission to deal in, our Shares
in issue and to be issued pursuant to the Global Offering; and (ii) the AIX to admit our Shares
to be issued pursuant to the AIX Offering to the Official List of the AIX Belt and Road Market
Segment, and to admit the Shares for trading on the AIX. Our Company has obtained
permission of the MIC dated October 14, 2024 for the Listing on the Stock Exchange and the
AIX.
We have obtained official written permission of the Competent Authority on October 14,
2024 for the Global Offering on the Stock Exchange and for the AIX Offering on the AIX.
According to the SSU Code, the permission is in effect during the period from October 14,
2024 to October 13, 2025 (both days inclusive). Pursuant to the permission, the Company may
issue from 19,610,000 Shares to 784,330,000 Shares for listing and trading on the Main Board
of the Stock Exchange and/or the AIX, the organized securities markets. The permission does
not set the Offer Price/AIX Offer Price and this permission is in line with the requirements of
the SSU Code as to the content of the permission. In addition, according to the SSU Code, if
the following corporate actions, including top-up placing, open offer, rights issue, options
issue, share transactions as well as mergers and acquisitions are carried out on the Stock
Exchange and/or the AIX within the permitted Shares issue, or those actions fall under any of
the Transfer Exemptions, no new permission from the Competent Authority is necessary.
SUMMARY
–3 3–


--- page 45 ---
Our Company may choose not to proceed with the Listing unless the AIX has granted or
agreed to grant approval for the dealings in the Shares on the AIX not later than 8:00 a.m. HKT
on the Listing Date. The AIX Listing will not proceed unless the Stock Exchange has granted
approval for the listing and dealings of Shares not later than 8:00 a.m. HKT on the Listing
Date. Notwithstanding the foregoing, the Listing and the AIX Listing are two separate
processes. The Listing can proceed independently even if the AIX Listing is delayed or
rejected. However, our Company may choose to delay or not proceed with the Listing if the
AIX Listing is delayed or rejected given that the AIFC Exemption will not apply unless the
Shares are also listed on the AIX. The AIX Listing is conditional upon the approval from the
Stock Exchange and the Listing as certain listing and trading requirements have been waived
by the AIX by recognizing the Stock Exchange’s status as an equivalent regulated exchange
under the AIX Prospectus Rules (Rule 7) and AIX Markets Listing Rules (Rule 14). Therefore,
any delays with the AIX Listing will not affect the legality and validity of the Listing under
the Kazakhstan laws. In addition, once the Shares are admitted to the AIX, the AIFC Exemption
will apply, as confirmed by the publication of the “Notice of Admission to the Official List”
on the AIX website.
The AIX Offering will be led by and managed solely by the AIX bookrunners. Prospective
investors who intend to participate in the AIX Offering should review this prospectus, which
contains important information about the AIX Offering. 1,317,600 Shares, which represents
approximately 1.2% of the Offer Shares (subject to reallocation and assuming the Over-
allotment Option is not exercised), is proposed to be issued through the AIX Offering.
The AIX Offer Price shall be RMB9.93 (equivalent to HK$10.92) per Share, at the rate
of RMB0.90964 to HK$1.00. The offer price on the Stock Exchange and the AIX (i.e. the Offer
Price and the AIX Offer Price) are the same.
SUMMARY
–3 4–


--- page 46 ---
The timetable for the AIX Offering is set out below:
Bookbuilding on AIX commences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189:00 a.m. ALMT
on Wednesday,
August 20, 2025
Bookbuilding on AIX closes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812:00 noon ALMT
on Monday,
August 25, 2025
Announcement of the level of indications of interest in the
AIX Offering to be published on (i) the website of the AIX
at www.aix.kz ; and (ii) on the website of our Company at
www.jiaxinir.com on or before /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Wednesday,
August 27, 2025
ALMT
Results of allocation on the AIX Offering will be available
through AIX facilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Wednesday,
August 27, 2025
ALMT
Settlement date of the AIX Offering and date of admission
to Official List of AIX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Thursday,
August 28, 2025
ALMT
Dealings in the Shares on the AIX are expected to commence
on /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
11:00 a.m. ALMT
on Thursday,
August 28, 2025
Both Kazakhstan tax resident investors and tax non-resident investors may be subject to
Kazakhstan income tax for capital gains or dividends derived from our Shares, unless they are
eligible for applicable tax exemptions. A summary of the tax exposure of the tax residents and
non-residents of Kazakhstan is as follows.
The Shares listed on both the Stock Exchange and the AIX
In the event that the Shares are listed on both the Stock Exchange and the AIX, tax
residents and non-residents of Kazakhstan (whether individuals or legal entities) are entitled to
the AIFC Exemption, which exempts them from capital gains tax and dividend income tax
derived from the Shares. The AIFC Exemption applies so long as the Shares are included in the
Official List of the AIX. In the context of dividend income tax, the Kazakhstan tax residents
(individuals) are subject to a further requirement of a trading criteria, i.e. a trading volume of
at least 25 million tenge per month (which is the equivalent of approximately HK$432,000) and
at least 50 transactions per month.
SUMMARY
–3 5–


--- page 47 ---
Further, in respect of capital gains derived from disposal of the Shares, the Open-trade
Exemption applies to tax resident investors (individuals and legal entities) if the Shares are
sold through open trade on the AIX. For tax non-residents (legal entities), the exemption
extends to sales conducted on both the Kazakhstan and foreign stock exchanges (including the
Stock Exchange); while tax non-residents (individuals) can only claim the exemption for sales
conducted on the AIX. For details, please refer to “ Regulatory Overview—Exemptions under
the AIFC Constitutional Law and the Tax Code ”.
In the hypothetical situation where neither exemption applies to Shares listed on both the
AIX and Stock Exchange, the tax residents (individuals and legal entities) and tax non-
residents (legal entities) would be subject to a tax rate ranging from 10% to 20% for capital
gains derived from the disposal of Shares. However, for dividend income tax, both tax residents
and tax non-residents (in each case, whether individuals or legal entities) would not be subject
to any dividend income tax obligation, except for tax resident individuals who would be subject
to 10% income tax. For details, please refer to “ Regulatory Overview—Potential consequences
in a hypothetical situation where both the AIFC Exemption and Open-trade Exemptions under
the Tax Code are not available, or if tax authorities take a different view in the application and
interpretation of the AIFC Constitutional Law and the Tax Code—Taxation of tax resident
investors ” and “ Regulatory Overview—Potential consequences in a hypothetical situation
where both the AIFC Exemption and Open-trade Exemptions under the Tax Code are not
available, or if tax authorities take a different view in the application and interpretation of the
AIFC Constitutional Law and the Tax Code—Taxation of tax non-resident investors ”.
The Shares listed on the Stock Exchange only
In the event that the Shares are listed on the Stock Exchange only, the AIFC Exemption
does not apply to tax residents and non-residents of Kazakhstan (whether individuals or legal
entities) given that the Shares are not admitted to the Official List of the AIX. In such cases,
only tax non-residents (legal entities) could enjoy the Open-trade Exemption for capital gain
tax if the Shares are sold through open trade of the Stock Exchange. Tax residents (individuals
or legal entities) and tax non-residents (legal entities) are subject to a tax rate ranging from
10%-20% for capital gain derived from the Shares traded on the Stock Exchange; while for
dividend income tax, only tax residents (individuals) are subject to a tax rate of 10% for the
Shares traded on the Stock Exchange. In the hypothetical situation where the Open-trade
Exemption does not apply to tax non-residents (legal entities), tax non-residents (legal entities)
would be subject to a tax rate of 15% to 20% for capital gains incurred. For details, please refer
to “ Regulatory Overview—Potential consequences in a hypothetical situation where both the
AIFC Exemption and Open-trade Exemptions under the Tax Code are not available, or if tax
authorities take a different view in the application and interpretation of the AIFC
Constitutional Law and the Tax Code—Taxation of tax resident investors ” and “ Regulatory
Overview—Potential consequences in a hypothetical situation where both the AIFC Exemption
and Open-trade Exemptions under the Tax Code are not available, or if tax authorities take a
different view in the application and interpretation of the AIFC Constitutional Law and the Tax
Code—Taxation of tax non-resident investors ”.
SUMMARY
–3 6–


--- page 48 ---
Investors should consult their professional tax advisors on their exposure to Kazakhstan
tax for investing and dealing in the Shares. There is currently no effective and comprehensive
mechanism for investors and the Company to assess, report and settle their dividend income tax
and capital gain tax obligation if AIFC Exemption and Open-trade Exemption are not available.
In the case of non-fulfillment of tax obligations, Kazakhstan tax authorities may impose tax
and other administrative or criminal liabilities on Subsidiary ZV and their chief executive
officers (directors) or other authorized personnel responsible for decisions/actions which led to
non-fulfillment.
SUMMARY OF THE MATERIAL KEY DIFFERENCES BETWEEN THE LISTING
RULES, CERTAIN APPLICABLE HONG KONG LA WS, THE AIX BUSINESS RULES
AND AIFC MARKET RULES
Our Company intends to list its Shares on the Stock Exchange and the AIX. The following
is a summary of material key differences between (i) the Listing Rules and certain applicable
Hong Kong laws; and (ii) the AIX Business Rules and the AIFC Market Rules:
 unlike the Listing Rules (i.e. Rule 13.66 of the Listing Rules) and applicable Hong
Kong laws, there are no corresponding provisions in the AIX Business Rules and
AIFC Market Rules dealing with the transfer books and register of members; please
refer to “Appendix V—Further Information About Listing on the Stock Exchange
and the AIX—Summary of the Major Differences between the Listing Rules, Certain
Applicable Hong Kong Laws, the AIX Business Rules and AIFC Market
Rules—Rule 13.66, Listing Rules: Closure of Books and Record Date.”
 in relation to disclosure of shareholding interests by substantial shareholders under
the SFO, the AIFC Market Rules and AIX Business Rules do not stipulate a
definition of “substantial shareholder”; please refer to “Appendix V—Further
Information About Listing on the Stock Exchange and the AIX—Summary of the
Major Differences between the Listing Rules, Certain Applicable Hong Kong Laws,
the AIX Business Rules and AIFC Market Rules—Shareholders Reporting
Obligations.”
 the AIFC Market Rules and AIX Business Rules do not have corresponding or
similar provisions dealing with powers of directors to issue shares; please refer to
“Appendix V—Further Information About Listing on the Stock Exchange and the
AIX—Issuance of New Shares, Convertible Bonds or Bonds with Warrants
—Section 140 and 141, Companies Ordinance: Allotment and Issue of Shares.”
 unlike the Listing Rules (i.e. Chapter 17 of the Listing Rules), there are no
corresponding or similar provisions in the AIX Business Rules or the AIFC Market
Rules dealing with terms of share schemes (including share option schemes and
share award schemes); please refer to “Appendix V—Further Information About
Listing on the Stock Exchange and the AIX—Issuance of New Shares, Convertible
Bonds or Bonds with Warrants—Rule 17.03, Listing Rules: Terms of Share Option
Schemes.”
SUMMARY
–3 7–


--- page 49 ---
 the AIFC Market Rules and the AIX Business Rules currently do not have rules and
regulations corresponding or similar to the Takeovers Code; please refer to
“Appendix V—Further Information About Listing on the Stock Exchange and the
AIX—Takeover Obligations—Rules and regulations corresponding or similar to the
Takeover Code under the AIX and AIFC regulatory frameworks.”
 AIX Business Rules provide for additional listing requirements and easements from
such requirements to mining companies (such as the Company) and companies the
aggregate market value of shares of which on all stock exchanges (in this case, the
Stock Exchange and AIX) does not exceed USD200 million. Please refer to
“Appendix V—Further Information About Listing on the Stock Exchange and the
AIX—AIX Regulations regarding the Mining Companies and Regional Equity
Market Companies.”
Prospective investors and/or the Shareholders should consult their own legal advisors for
specific legal advice concerning their legal rights and obligations under Hong Kong laws and
AIX and AIFC rules and regulations. In the event of any conflict between the Hong Kong laws,
rules and regulations, including but not limited to the Listing Rules, the Takeovers Code and
Part XV of the SFO, on the one hand, and the AIX or the AIFC rules and regulations, including
but not limited to the AIX Business Rules (which include the AIX Market Disclosure Rules,
the AIX Markets Listing Rules, the AIX Admission and Disclosure Standards and the AIX
Mining Company Rules) and the AIFC Market Rules, on the other hand, we shall comply with
the more restrictive and stringent rule.
SUMMARY
–3 8–


--- page 50 ---
In this prospectus, unless the context otherwise requires, the following terms shall
have the meanings set out below. Certain technical terms are explained in the section
headed “Glossary of Technical Terms” in this prospectus.
“2010 SSU Law” the Law of the Republic of Kazakhstan “On Subsoil and
Subsoil Use” No. 291-IV dated June 24, 2010, as
amended (ceased to be in force on June 29, 2018, save for
certain provisions as specified in the SSU Code)
“Accountant’s Report” the accountant’s report of our Company for the years ended
December 31, 2022, 2023 and 2024 and the six months
ended June 30, 2025 from PricewaterhouseCoopers, the text
of which is set out in Appendix I to this prospectus
“Administrative Code” the Code of the Republic of Kazakhstan “On
Administrative Violations” No. 235-V dated July 5, 2014,
as amended
“AFR” the Agency of the Republic of Kazakhstan for the
Regulation and Development of the Financial Market
“AFRC” the Accounting and Financial Reporting Council
“AFSA” the Astana Financial Services Authority
“AIFC” the Astana International Financial Center
“AIFC Constitutional Law” the Constitutional Law of the Republic of Kazakhstan
“On International Financial Center “Astana” No. 438-V”
dated 7 December 2015, as amended, consolidated or
otherwise modified from time to time
“AIFC Exemption” an exemption granted by the AIFC Constitutional Law to
individuals and legal entities (irrespective of their tax
residency) from Kazakhstan income tax on dividends
(subject to, in respect of Kazakhstan tax resident
individuals and tax non-residents, trading criteria)
received on, and capital gains derived from the transfer
of, securities listed on the AIX, until January 1, 2066
“AIFC Market Rules” the AIFC Market Rules (AIFC Rules No. FR0003 of
2017), approved on October 17, 2017, as amended
DEFINITIONS
–3 9–


--- page 51 ---
“AIX” the Astana International Exchange
“AIX Belt and Road Market
Segment”
the special segment on the AIX which provides capital
market solutions for the “Belt and Road Initiative”
projects
“AIX Business Rules” the AIX Business Rules adopted by AIX Board of
Directors and approved by AFSA as of November 12,
2017, as amended
“AIX CSD” AIX Central Securities Depository Limited
“AIX CSD Rules” the AIX Central Securities Depository Business Rules
(Version 5.0, June 2022)
“AIX CSD Settlement Bank” Citibank Kazakhstan JSC
“AIX Listing” the listing of our Shares on the AIX
“AIX Markets Listing Rules” the Markets Listing Rules of the AIX Business Rules
“AIX Market Notice” a communication issued to market participants by the
AIX and posted on the AIX website
“AIX Offering” the offer of 1,317,600 Offer Shares and (subject to
reallocation as described in section headed “Structure of
the Global Offering” in this prospectus) being initially
offered to institutional and retail investors through the
facilities of the AIX in Kazakhstan pursuant to the AIX
regulations and settlement procedures, as part of the
Global Offering
“AIX Offer Price” RMB9.93 per Offer Share (equivalent to HK$10.92 per
Offer Share)
“AIX Registrar” Astana International Exchange Registrar Limited
“AIX Removal Request Form” form for transferring the Shares from the AIX to the
Stock Exchange
“AIX Trading Member” a person who has a valid and active trading membership
agreement with the AIX
“ALMT” time of Almaty, Kazakhstan
DEFINITIONS
–4 0–


--- page 52 ---
“Articles” or “Articles of
Association”
the articles of association of our Company, conditionally
adopted by our Shareholders on August 15, 2025, which
will come into effect from the date on which this
prospectus (together with the other documents required)
are submitted to the Registrar of Companies in Hong
Kong and, as amended, supplemented or otherwise
modified from time to time, a summary of which is set
forth in Appendix IV to this prospectus
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Audit Committee” the audit committee of the Board
“Board” or “Board of Directors” the board of Directors
“Boguty Project” the geological exploration, mining of tungsten ore and
construction of the processing facilities of the tungsten
ore in Boguty, Kazakhstan by our Company
“Business Day(s)” any day (other than a Saturday, Sunday or public holiday)
on which banks in Hong Kong and Kazakhstan are
generally open to the public for normal banking business
“BVI” the British Virgin Islands
“CAGR” compound annual growth rate
“Capital Market Intermediaries”
or “CMIs”
the capital market intermediaries participating in the
Global Offering and has the meaning ascribed to it under
the Listing Rules
“CCASS” the Central Clearing and Settlement System established
and operated by HKSCC
“CCECC” China Civil Engineering Construction Corporation Ltd.
(ʮ̡), a company incorporated in
the PRC with limited liability on June 1, 1979, being a
wholly-owned subsidiary of CRCC
DEFINITIONS
–4 1–


--- page 53 ---
“CCECC HK” CCECC (H.K.) Limited ( ʕɺʈ೻(ಥ)ʮ̡), a
company incorporated in Hong Kong with limited
liability on November 21, 1986, being one of our Pre-IPO
Investors
“China” or “the PRC” the People’s Republic of China, and for the purposes of
this prospectus only, except where the context requires
otherwise, excluding Hong Kong, the Macao Special
Administrative Region of the People’s Republic of China,
and Taiwan
“Civil Code” the Civil Code of the Republic of Kazakhstan (general
part dated December 27, 1994 and special part dated July
1, 1999), as amended
“close associate(s)” has the meaning ascribed to it under the Listing Rules
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of
Hong Kong), as amended, supplemented or otherwise
modified from time to time
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance”
the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Chapter 32 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified
from time to time
“Company” or “our Company” Jiaxin International Resources Investment Limited ( Գ㒥
ʮ̡), a company incorporated in
Hong Kong with limited liability on August 29, 2014
“Competent Person” or
“Independent Technical
Consultant”
SRK Consulting (Hong Kong) Limited, an Independent
Third Party
“Compliance Advisor” Guolian Securities International Capital Market Co.,
Limited
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“connected transaction(s)” has the meaning ascribed to it under the Listing Rules
DEFINITIONS
–4 2–


--- page 54 ---
“Controlling Shareholder(s)” has the meaning ascribed to it under the Listing Rules and
unless the context otherwise requires, refers to Jiangxi
Copper, Jiangxi Copper HK, Mr. Liu Zijia and Ever
Trillion, details of which are set out in the section headed
“Relationship with our Controlling Shareholders” in this
prospectus
“core connected person(s)” has the meaning ascribed to it under the Listing Rules
“COVID-19” the novel coronavirus identified as the source of a global
outbreak of respiratory illness in late 2019
“CRCC” China Railway Construction Corporation Limited ( ʕ਷
ʮ̡), a joint stock company incorporated
in the PRC with limited liability on November 5, 2007
and listed on the Stock Exchange (stock code: 1186) and
the Shanghai Stock Exchange (stock code: 601186)
“CRCCII” CRCC International Investment Group Limited ( ʕ਷
ʮ̡), a company incorporated in
Hong Kong with limited liability on July 14, 2008, being
one of our Pre-IPO Investors
“CSRC” China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ
ึ), a regulatory body responsible for the
supervision and regulation of the Chinese national
securities markets
“Currency Regulation and
Currency Control Law”
the Law of the Republic of Kazakhstan “On Currency
Regulation and Currency Control” dated July 2, 2019 (as
amended)
“Director(s)” the director(s) of our Company
“EIA” Environmental Impact Assessment
“Environmental Code” the Environmental Code of the Republic of Kazakhstan
No. 400-VI dated January 2, 2021, as amended
“ESG” environmental, social and governance
“ESG Committee” the environmental, social and governance committee of
the Board
DEFINITIONS
–4 3–


--- page 55 ---
“EUR” or “Euro” the lawful currency of the European Union
“Ever Trillion” Ever Trillion International Limited (ʮ̡),
a company incorporated in Hong Kong with limited
liability on September 14, 2018, being one of our
Controlling Shareholders
“Ever Trillion Controlling
Shareholders Group”
Mr. Liu Zijia ( ᄎɿྗ) and Ever Trillion
“Extreme Conditions” the occurrence of “extreme conditions” as announced by
any government authority of Hong Kong due to serious
disruption of public transport services, extensive
flooding, major landslides, large-scale power outage or
any other adverse conditions before Typhoon Signal No.
8 or above is replaced with Typhoon Signal No. 3 or
below
“FINI” Fast Interface for New Issuance, an online platform
operated by HKSCC that is mandatory for admission to
trading and, where applicable, the collection and
processing of specified information on subscription in
and settlement for all new listings
“Frost & Sullivan” Frost & Sullivan Limited, our industry consultant
“Frost & Sullivan Report” the report commissioned by our Company and
independently prepared by Frost & Sullivan, a summary
of which is set out in the section headed “Industry
Overview” in this prospectus
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Goldblink” Goldblink Resources Limited, a company incorporated in
the BVI with limited liability on June 22, 2021
“Goldblink Call Option” Goldblink’s call option to acquire the Target Shares from
Ever Trillion pursuant to the Loan Agreement
“Group,” “our Group,” “the
Group,” “we,” “us,” or “our”
our Company and our subsidiaries
DEFINITIONS
–4 4–


--- page 56 ---
“Guide” or “Guide for New
Listing Applicants”
the Guide for New Listing Applicants issued by the Stock
Exchange, as amended, supplemented or otherwise
modified from time to time
“HK” or “Hong Kong” the Hong Kong Special Administrative Region of the
PRC
“HKD” or “HK$” Hong Kong dollars, the lawful currency of Hong Kong
“HKFRS” HKFRS Accounting Standards issued by the Hong Kong
Institute of Certified Public Accountants
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited
“HKSCC EIPO” the application for the Hong Kong Offer Shares to be
issued in the name of HKSCC Nominees and deposited
directly into CCASS to be credited to your designated
HKSCC Participant’s stock account through causing
HKSCC Nominees to apply on your behalf, including by
instructing your broker or custodian who is a HKSCC
Participant to give electronic application instructions
via HKSCC’s FINI system to apply for the Hong Kong
Offer Shares on your behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary
of HKSCC
“HKSCC Operational
Procedures”
the operational procedures of HKSCC, containing the
practices, procedures and administrative or other
requirements relating to HKSCC’s services and the
operation and functions of systems established, operated
and/or otherwise provided by or through HKSCC
(including FINI and CCASS), as from time to time in
force
“HKSCC Participant” a participant admitted to participate in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
“HKT” time of Hong Kong
DEFINITIONS
–4 5–


--- page 57 ---
“Hong Kong Legal Advisors” H.Y . Leung & Co. LLP, the legal advisors of our
Company as to Hong Kong laws in respect of matters
relating to our business operations in Hong Kong
“Hong Kong Listing Rules” or
“Listing Rules”
the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, as amended,
supplemented or otherwise modified from time to time
“Hong Kong Offer Shares” the 10,981,200 new Shares being initially offered by our
Company for subscription in the Hong Kong Public
Offering, subject to reallocation as described in the
section headed “Structure of the Global Offering” in this
prospectus
“Hong Kong Public Offering” the offer of the Hong Kong Offer Shares for subscription
by the public in Hong Kong at the Offer Price (plus
brokerage of 1%, SFC transaction levy of 0.0027%, Stock
Exchange trading fee of 0.00565% and AFRC transaction
levy of 0.00015%) on the terms and subject to the
conditions described in this prospectus as further
described in the section headed “Structure of the Global
Offering — The Hong Kong Public Offering” in the
prospectus
“Hong Kong Share Register” the register of members of our Shares maintained by the
Hong Kong Share Registrar
“Hong Kong Share Registrar” Computershare Hong Kong Investor Services Limited
“Hong Kong Stock Exchange” or
“Stock Exchange”
The Stock Exchange of Hong Kong Limited, a wholly-
owned subsidiary of Hong Kong Exchanges and Clearing
Limited
“Hong Kong Takeovers Code” or
“Takeovers Code”
the Codes on Takeovers and Mergers and Share Buy-
backs issued by the SFC, as amended, supplemented or
otherwise modified from time to time
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering as
listed in the section headed “Underwriting — Hong Kong
Underwriters” in this prospectus
DEFINITIONS
–4 6–


--- page 58 ---
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated August 19, 2025
relating to the Hong Kong Public Offering entered into by
our Company, our Controlling Shareholders, the Sole
Representative and the Hong Kong Underwriters as
further described in the section headed “Underwriting —
Underwriting Arrangements — Hong Kong Public
Offering” in this prospectus
“IFRS” IFRS Accounting Standards, as issued from time to time
by the International Accounting Standards Board
“Independent Technical Report” the independent technical report prepared by the
Competent Person as set out in Appendix III to this
prospectus
“Independent Third Party(ies)” any entity or person who or which, to the best of our
Directors’ knowledge and belief, having made all
reasonable enquiries, is not a connected person of our
Company within the meaning ascribed to it under the
Listing Rules
“International Offer Shares” the 98,827,600 new Shares (including 1,317,600 new
Shares under the AIX Offering) being initially offered by
our Company for subscription in the International
Offering, together with, where relevant, any additional
Shares to be issued pursuant to the exercise of the
Over-allotment Option, subject to reallocation as
described in the section headed “Structure of the Global
Offering” in this prospectus
“International Offering” the offer of the International Offer Shares at the Offer
Price outside the United States in offshore transactions in
reliance on Regulation S or any other available
exemption from registration under the U.S. Securities
Act, as further described in the section headed “Structure
of the Global Offering” in this prospectus
“International Underwriters” the group of international underwriters expected to enter
into the International Underwriting Agreement relating to
the International Offering
DEFINITIONS
–4 7–


--- page 59 ---
“International Underwriting
Agreement”
the international underwriting agreement relating to the
International Offering expected to be entered into by our
Company, our Controlling Shareholders, the Sole
Representative and the International Underwriters on or
about August 26, 2025, as further described in the section
headed “Underwriting — Underwriting Arrangements —
The International Offering” in this prospectus
“Jiangxi Copper” Jiangxi Copper Company Limited (ʮ
̡), a sino-foreign joint venture joint stock company
incorporated in the PRC with limited liability on January
24, 1997 and listed on the Stock Exchange (stock code:
0358) and the Shanghai Stock Exchange (stock code:
600362), being one of our Controlling Shareholders
“Jiangxi Copper Controlling
Shareholders Group”
Jiangxi Copper and Jiangxi Copper HK
“Jiangxi Copper HK” Jiangxi Copper (Hong Kong) Investment Company
Limited ( ϪГზุ(ಥ)ʮ̡), a company
incorporated in Hong Kong with limited liability on June
8, 2016, being one of our Pre-IPO Investors and one of
our Controlling Shareholders
“Jiaxin Luxembourg” Jiaxin International Resources Investment S.à r.l., a
private limited liability company ( société à
responsabilité limitée ) incorporated on September 12,
2014 under the laws of Luxembourg, and a wholly-owned
subsidiary of our Company
“Jiaxin Zhuhai” Jiaxin (Zhuhai Hengqin) Technology Services Co., Ltd.
(Գ㒥(मऎዑೞ)ʮ̡), a company
established in the PRC with limited liability on April 4,
2019 and a wholly-owned subsidiary of our Company
“Joint Bookrunners” the joint bookrunners as named in “Directors and Parties
Involved in the Global Offering” in this prospectus
“Joint Global Coordinators” the joint global coordinators as named in “Directors and
Parties Involved in the Global Offering” in this
prospectus
DEFINITIONS
–4 8–


--- page 60 ---
“Joint Lead Managers” the joint lead managers as named in “Directors and
Parties Involved in the Global Offering” in this
prospectus
“KASE” the Kazakhstan Stock Exchange JSC
“Kazakhstan” the Republic of Kazakhstan
“Kazakhstani Government” the Government of the Republic of Kazakhstan
“Kazakhstan Legal Advisors” Egen Gregory LLP, the legal advisors to our Company as
to Kazakhstan laws and the acting law of the AIFC
“Kazakhstan Tax Advisors” SSH Tax & Legal Solutions LLP, the tax advisors to our
Company
“KZT” or “Tenge” Kazakhstani Tenge, the lawful currency of Kazakhstan
“Labor Code” the Labor Code of the Republic of Kazakhstan No. 414-V
dated November 23, 2015, as amended
“Land Code” the Land Code of the Republic of Kazakhstan No. 442-II
dated June 20, 2003, as amended
“Latest Practicable Date” August 11, 2025, being the latest practicable date for
ascertaining certain information in this prospectus before
its publication
“Law on Amendments” the Law “On Amendments and Additions to Certain
Legislative Acts of the Republic of Kazakhstan on the
Matters Regarding the Regulation and Development of
the Insurance Market and Securities Market, the Banking
Activity” No. 138-VII dated July 12, 2022. As part of the
Law on Amendments, Article 22-1 of the Securities
Market Law was amended retrospectively from June 1,
2022
“Listing” the listing of our Shares on the Main Board of the Stock
Exchange
“Listing Date” the date, expected to be on or about August 28, 2025
HKT, on which our Shares are to be listed and on which
dealings in our Shares on the Main Board of the Stock
Exchange first commence
DEFINITIONS
–4 9–


--- page 61 ---
“Loan Agreement” the loan agreement dated November 20, 2023 entered into
between Mr. Liu Zijia, Ever Trillion and Goldblink in
relation to certain financing arrangements
“Main Board” the stock exchange (excluding the option market)
operated by the Stock Exchange which is independent
from and operates in parallel with the Growth Enterprise
Market of the Stock Exchange
“MIC” the Ministry of Industry and Construction of Kazakhstan,
which starting from September 1, 2023 is the competent
authority in the mining industry of Kazakhstan
“MID” the Ministry of Investments and Development of
Kazakhstan, a predecessor of the MIC
“MIID” the Ministry of Industry and Infrastructural Development
of Kazakhstan, a predecessor of the MIC
“NBK” the National Bank of the Republic of Kazakhstan
“Nomination Committee” the nomination committee of the Board
“Offer Price” HK$10.92 per Offer Share (exclusive of brokerage fee of
1.0%, SFC transaction levy of 0.0027%, Stock Exchange
trading fee of 0.00565% and AFRC transaction levy of
0.00015%)
“Offer Shares” the Hong Kong Offer Shares and the International Offer
Shares, where relevant, with any Shares being issued
pursuant to the exercise of the Over-allotment Option
“Over-allotment Option” the option to be granted by our Company to the
International Underwriters, exercisable by the Sole
Representative (for itself and on behalf of the other
International Underwriters), pursuant to which we may
be required to allot and issue up to an aggregate of
16,471,200 additional Shares (representing in aggregate
approximately 15% of our Shares initially being offered
under the Global Offering) at the Offer Price to cover
over-allocations in the International Offering, if any,
details of which are described in the section headed
“Structure of the Global Offering” in this prospectus
DEFINITIONS
–5 0–


--- page 62 ---
“Overall Coordinators” China International Capital Corporation Hong Kong
Securities Limited and China Galaxy International
Securities (Hong Kong) Co., Limited
“PRC Legal Advisors” Global Law Office, the legal advisors of our Company as
to PRC laws
“Pre-IPO Investment(s)” the pre-IPO investments in our Company undertaken by
the Pre-IPO Investors, details of which are set out in the
section headed “History and Corporate Structure” in this
prospectus
“Pre-IPO Investor(s)” the investor(s) who participated in our Pre-IPO
Investments, details of which are set out in the section
headed “History and Corporate Structure” in this
prospectus
“Province” a province or, where the context requires, a provincial
level autonomous region or municipality, under the direct
supervision of the central government of the PRC
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration Committee” the remuneration committee of the Board
“Renminbi” or “RMB” or “CNY” the lawful currency of the PRC
“SAFE” State Administration of Foreign Exchange of China ( ʕശ
̮ි၍ଣ҅)
“Securities Market Law” the Law of the Republic of Kazakhstan “On Securities
Market” No. 461-II dated June 2, 2003, as amended
“SFC” the Securities and Futures Commission of Hong Kong
“SFO” or “Securities and Futures
Ordinance”
the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong), as amended, supplemented or
otherwise modified from time to time
“Shanghai Stock Exchange” the Shanghai Stock Exchange (ה׸)
Share(s)” ordinary share(s) of the Company
DEFINITIONS
–5 1–


--- page 63 ---
“Share Subdivision” the subdivision of the Company’s issued Shares each into
28,000 Shares as approved by the Shareholders by way of
a written resolution passed on August 15, 2025
“Shareholder(s)” holder(s) of our Share(s)
“Shenzhen Stock Exchange” the Shenzhen Stock Exchange (ה׸)
Sole Representative” China International Capital Corporation Hong Kong
Securities Limited
“Sole Sponsor” China International Capital Corporation Hong Kong
Securities Limited
“Sole Sponsor-Overall
Coordinator”
China International Capital Corporation Hong Kong
Securities Limited
“SSU Code” the Code of the Republic of Kazakhstan “On Subsoil and
Subsoil Use” No. 125-VI dated December 27, 2017, as
amended
“Stabilizing Manager” China International Capital Corporation Hong Kong
Securities Limited
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“Stock Borrowing Agreement” the stock borrowing agreement expected to be entered
into between the Stabilizing Manager and Ever Trillion
on or around August 26, 2025
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“subsidiary” or “subsidiaries” has the meaning ascribed to it under the Listing Rules
“Subsidiary AK” Aral-Kegen LLP, a limited liability partnership registered
under the laws of Kazakhstan on December 28, 2011 and
held as to 99.99% by the Company
“Subsidiary ZV” Zhetisu V olframy LLP, a limited liability partnership
registered under the laws of Kazakhstan on July 31, 2014
and held as to 97% by Subsidiary AK
“substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules
DEFINITIONS
–5 2–


--- page 64 ---
“Target Shares” the 1,567 shares of our Company before the Share
Subdivision which may be acquired by Goldblink from
Ever Trillion under the Goldblink Call Option, amounting
to 43,876,000 Shares of our Company immediately
following the Share Subdivision, subject to further
adjustment to the total issued share capital of our
Company in the event of share subdivision, distribution
of bonus shares or share consolidation (if applicable)
during the period from the date of entering into the Loan
Agreement to the closing date of the exercise of the
Goldblink Call Option
“Tax Code” the Code of the Republic of Kazakhstan “On Taxes and
Other Obligatory Payments to the Budget” No. 120-VI
dated December 25, 2017, introduced with effect from
January 1, 2018, as amended
“Track Record Period” the years ended December 31, 2022, 2023 and 2024 and
the six months ended June 30, 2025
“United States” or “U.S.” or
“US”
the United States of America
“U.S. dollars” or “USD” or
“US$”
United States dollars, the lawful currency of the United
States
“U.S. Person” has the meaning given to it in Regulation S
“U.S. Securities Act” United States Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the
International Underwriting Agreement
“Water Code” the Water Code of the Republic of Kazakhstan dated
July 9, 2003
“White Form eIPO ” the application for Hong Kong Offer Shares to be issued
in the applicant’s own name, submitted online through
the designated website of the White Form eIPO Service
Provider, at www.eipo.com.hk
DEFINITIONS
–5 3–


--- page 65 ---
“White Form eIPO Service
Provider”
Computershare Hong Kong Investor Services Limited
“%” per cent
For ease of reference, the names of Chinese laws and regulations, governmental
authorities, institutions, natural persons or other entities (including certain of our
subsidiaries) have been included in the prospectus in both the Chinese and English languages
and in the event of any inconsistency, the Chinese versions shall prevail. English translations
of company names and other terms from the Chinese language are provided for identification
purposes only.
Certain amounts and percentage figures included in this prospectus have been subject to
rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures preceding them.
In this prospectus, unless otherwise stated, certain amounts denominated in Tenge have
been translated into Hong Kong dollars at an exchange rate of KZT68.73 = HK$1.00, for
illustration purpose only. Such conversions shall not be construed as representations that
amounts in Tenge were or could have been or could be converted into Hong Kong dollars at
such rates or any other exchange rates on such date or any other date.
DEFINITIONS
–5 4–


--- page 66 ---
This glossary contains definitions of certain technical terms used in this prospectus
in connection with us and our business. These may not correspond to standard industry
definitions, and may not be comparable to similarly terms adopted by other companies.
“adit” a horizontal or nearly horizontal passage to an
underground mine
“ammonium paratungstate”
or “APT”
a white crystallized powder with the chemical formula
(NH
4)10(H2W12O42)·4H2O, which is an important
precursor for the majority of tungsten products
“ball mill” a type of grinder used to grind or blend materials for use
in mineral dressing processes, paints, pyrotechnics,
ceramics and selective laser sintering
“beneficiation” a process to upgrade the mineralized content of an ore or
ore concentrates typically through flotation, gravity or
magnetic separation
“cemented carbides” composite materials, such as cutting blades, cutting tools
and drill bits, consisting of a hard phase and a skeleton of
tungsten-based carbide grains, embedded in tough binder
metals, which serve as wear-resistant materials used in
industries such as mining, petroleum, automobile and
machinery manufactory
“circular vibrating screen” a device made with a screening surface vibrated
mechanically with an elliptical vibration track at high
speeds that is typically used for screening ore, coal or
other fine dry materials
“concentrate” a powdery or liquid product containing an upgraded
mineral content resulting from initial processing of mined
ore to remove some waste materials, which is an
intermediary product and would still be subject to further
processing, such as smelting, to effect recovery of metal
“cut-off grade” the grade threshold above which a mineral is considered
economic to mine
“deposit” a natural occurrence of a useful mineral or an ore that is
sufficient in extent and degree of concentration to invite
exploitation
GLOSSARY OF TECHNICAL TERMS
–5 5–


--- page 67 ---
“development” the phase in mining operations that occurs after
exploration has proven successful and before full-scale
production
“dilution” waste or sub-economic mineralized material that is mined
with the ore as an undesired consequence of mining
“drilling” the use of a machine to create holes for exploration or for
loading with explosives
“exploration” an activity to prove the location, volume and quality of an
orebody
“fault” a planar fracture or discontinuity in the rocks along
which displacement has occurred
“feed ore” mined rock to be delivered to the processing plant
“flotation” or “floating” a selection method for the recovery of minerals using
reagents to create a froth that collects target minerals
“grade” the relative amount of valuable elements or minerals
contained in a parcel of ore material, usually expressed as
a percentage or gram per ton
“granite intrusion” a geological event that occurs when molten magma
pushes up from deep within the earth’s crust, and cools
and solidifies underground before reaching the surface
and the resulting rock formation is granite
“Indicated Mineral Resource(s)”
or “Indicated Resource(s)”
part of a Mineral Resource for which quantity, grade or
quality, densities, shape and physical characteristics are
estimated using geological evidence derived from
adequately detailed and reliable exploration, sampling
and testing with sufficient confidence to allow the
application of Modifying Factors in sufficient detail to
support mine planning and evaluation of the economic
viability of the deposit, which has a lower level of
confidence than that applying to a Measured Mineral
Resource and may only be converted to a Probable
Mineral Reserve
GLOSSARY OF TECHNICAL TERMS
–5 6–


--- page 68 ---
“Inferred Mineral Resource(s)”
or “Inferred Resource(s)”
part of a Mineral Resource for which quantity and grade
or quality are estimated on the basis of limited geological
evidence and sampling gathered through appropriate
techniques from locations such as outcrops, trenches,
pits, workings and drill holes, which has a lower level of
confidence than that applying to an Indicated Mineral
Resource and may not be converted to a Mineral Reserve,
but with continued exploration the majority of inferred
Mineral Resources is reasonably expected to be upgraded
to Indicated Mineral Resources
“JORC Code” Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves prepared by the
Joint Ore Reserves Committee of the Australasian
Institute of Mining and Metallurgy, Australian Institute of
Geoscientists and Minerals Council of Australia (JORC),
December 2012
“leach” the process of dissolving minerals or metals out of ore
with chemicals
“life-of-mine” or “LOM” the number of years that a mine is expected to continue
operations based on the current mining plan
“Lower Palaeozoic” a geological period consisting of three geological systems
from bottom to top, including the Cambrian
(approximately 539 to 485 million years ago), the
Ordovician (approximately 485 to 444 million years ago)
and the Silurian (approximately 444 to 419 million years
ago)
“Measured Mineral Resource(s)”
or “Measured Resource(s)”
part of a Mineral Resource for which quantity, grade or
quality, densities, shape, and physical characteristics are
estimated using geological evidence derived from
detailed and reliable exploration, sampling and testing
and with sufficient confidence to allow the application of
Modifying Factors to support detailed mine planning and
final evaluation of the economic viability of the deposit,
which has a higher level of confidence than that applying
to either an Indicated Mineral Resource or an Inferred
Mineral Resource, and may be converted to a Proven
Mineral Reserve or a Probable Mineral Reserve
GLOSSARY OF TECHNICAL TERMS
–5 7–


--- page 69 ---
“melting point” the temperature at which a substance changes state from
solid to liquid
“mineral” a natural, inorganic, homogeneous material that can be
expressed by a chemical formula
“Mineral Resource(s)” or
“Resource(s)”
a concentration or occurrence of solid material of
economic interest in the earth’s crust in such form, grade
or quality and quantity that there are reasonable prospects
for eventual economic extraction with location, quantity,
grade or quality, continuity and other geological
characteristics known, estimated or interpreted from
specific geological evidence and knowledge, including
sampling, which is further divided into the Inferred,
Indicated and Measured categories in the order of
increasing geological confidence
“Mineral Resource Estimate”
or “Ore Resource Estimate”
an estimate of the ore tonnage and grade of a geological
deposit using the block model that comprises Inferred,
Indicated and Measured Mineral Resources
“Mineral Reserve(s)” or
“Reserve(s)”
the economically mineable part derived from a Measured
and/or Indicated Mineral Resource, including diluting
materials and allowances for losses which might occur
when the material is mined or extracted and is defined by
studies at the appropriate pre-feasibility or feasibility
level with application of Modifying Factors and
providing reasonable justification for extraction
“mineralization” the process where certain elements are accumulated in
large quantities
“mining” the extraction of useful minerals or other geological
materials from the crust, orebody, vein or coal seam
“mining rights” the rights to mine mineral resources and obtain mineral
products in areas where mining activities are licensed
“NPV” net present value
“open pit” mining of a deposit from a pit open to the surface and
usually carried out by stripping of overburden materials
GLOSSARY OF TECHNICAL TERMS
–5 8–


--- page 70 ---
“ore” a naturally occurring solid material from which a metal or
valuable mineral can be extracted economically
“orebody” natural mineral accumulations which can be extracted for
use under existing economic conditions and using
existing extraction techniques
“ore processing” or “processing” the process through which physical or chemical
properties, such as density, surface reactivity, magnetism
and color, are utilized to separate the useful components
of ore from useless stones, and the useful components are
then concentrated or purified by means of flotation,
magnetic selection, electric selection, physical selection,
chemical selection, reselection and combined methods
“ore sorting” an ore preconcentration method to reject waste from
crushed ore before feeding to the extraction plant so as to
improve the feed grade
“overburden” a mixture of weathered rocks and soils generated during
the mining process, which is treated as a by-product
“pit shell” the defined area where mining is to take place
“production” the phase in mining operations that occurs after the
exploration and development phases
“Probable Mineral Reserve(s)”
or “Probable Reserve(s)”
the economically mineable part of an Indicated, and in
some circumstances, a Measured Mineral Resource,
which has a lower level of confidence than a Proven
Mineral Reserve but is of sufficient quality to serve as the
basis for decision on the development of deposit
“Proven Mineral Reserve(s)”
or “Proven Reserve(s)”
the economically mineable part of a Measured Mineral
Resource that implies a high degree of confidence in the
Modifying Factors
“quartz” a hard, crystalline mineral composed of silicon dioxide
“R&D” research and development
“reagent” a substance or compound added to a system to cause a
chemical reaction
GLOSSARY OF TECHNICAL TERMS
–5 9–


--- page 71 ---
“reclamation” the process of restoring land and the environment to their
original state following mining activities, which
commonly includes reshaping the land to its approximate
original appearance, restoring topsoil and planting native
grass and ground cover
“resource block model” an estimation model using geostatistics and the
geological data gathered through drilling of the
prospective ore zone to determine the Ore Resources and
Reserves of the mineralized orebody
“refining” a metallurgical process of refining crude metal products
to a pure end-product
“rougher” a kind of machine or equipment used for the initial
collection of target minerals in the processing operation
“run-of-mine” or “ROM” the ore being mined prior to the processing
“scavenging” the subsequent retreatment of the rougher tailings with
higher reagent dosages and long flotation time to
maximize recovery
“scheelite” a calcium tungstate mineral with the chemical formula
CaWO
4
“sediment(s)” a naturally occurring material that is broken down by
processes of weathering and erosion, and is subsequently
transported by the action of wind, water or ice or by the
force of gravity acting on the particles, such as boulders,
pebbles, cobbles, sand, silt and clay
“smelting” a pyrometallurgical process of separating metal by fusion
from those impurities with which it is chemically
combined or physically mixed
“specific gravity” the ratio of a material’s density with that of water
“stripping ratio” the ratio between the volume of waste material required
to be handled in order to extract ore
“syncline” a fold of rocks with younger layers closer to the center of
the structure
“tailings” materials that are produced after the process of extracting
target minerals from ore
GLOSSARY OF TECHNICAL TERMS
–6 0–


--- page 72 ---
“tensile strength” the maximum stress that a material can bear before
breaking when it is allowed to be stretched or pulled
“thickener” a kind of machine or equipment used for dewatering
process in mineral processing plants to concentrate
thinner pulp into thicker pulp and separate liquids
containing little or no solid matter
“tungsten” a hard, brittle, corrosion-resistant and gray to white
metallic element (chemical element symbol W) extracted
from wolframite, scheelite and other minerals, which has
a high melting point, high density, high tensile strength
and good corrosion resistance
“tungsten carbide” a chemical compound containing equal parts of tungsten
and carbon with a chemical formula of WC and the most
basic form of a fine gray powder
“tungsten trioxide” an intermediary compound with a chemical formula of
WO
3 that is produced in the process of converting
tungstate to pure tungsten
“tungstite” a hydrous tungsten oxide mineral with a chemical
formula of WO 3·H2O
“underground mining” mining of a deposit through underground passageways
made in the rock
“Upper Palaeozoic” a geological period consisting of two geological systems
from bottom to top, including the Carboniferous
(approximately 359 to 299 million years ago) and the
Permian (approximately 299 to 262 million years ago)
“vein” sheet-like body of minerals formed by fracture filling or
replacement of lost rock
“volcanic rock(s)” rock(s) formed from lava erupted from a volcano
“waste” the part of an ore deposit that is too low in grade to be of
economic value at the time of mining, but may be stored
separately for possible treatment later
“wolframite” an iron, manganese and tungstate mineral with a chemical
formula of (Fe,Mn)WO
4
GLOSSARY OF TECHNICAL TERMS
–6 1–


--- page 73 ---
ABBREVIATIONS
Units of Measure
cm /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118centimetres
g/m
3 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118gram per cubic metres
g/t /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118gram per ton
ha /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118hectares
k /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118thousand
kg /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118kilograms
km /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118kilometres
km2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118square kilometres
kt /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118thousand tonnes
kv /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118kilovolts
m /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118metres
m2 or sq.m. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118square metres
m3 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118cubic metres
mm /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118millimetres
Mt /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118million tonnes
Mtpa /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118million tonnes per annum
MW /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118megawatts
t /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118tonnes
tpa /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118tonnes per annum
tpd /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118tonnes per day
µm /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118microns
GLOSSARY OF TECHNICAL TERMS
–6 2–


--- page 74 ---
This prospectus contains, and the documents incorporated by reference herein may
contain, forward-looking statements representing our goals, belief, expectations or intentions
for the future, and actual results or outcomes may differ materially from those expressed or
implied. Such forward-looking statements are subject to certain risks, uncertainties and
assumptions. Forward-looking statements typically can be identified by the use of words such
as “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”,
“intend”, “may”, “ought to”, “plan”, “potential”, “project”, “seek”, “should”, “will”, “would”
and other similar terms. Even though these statements have been made by our Directors after
due and careful consideration and on bases and assumptions fair and reasonable at the time,
they nevertheless involve known and unknown risks, uncertainties and other factors which may
cause our Company’s actual results, performance or achievements to be materially different
from any future results, performance or achievements expressed or implied by the forward-
looking statements.
These forward-looking statements include, but not limited to, statements relating to:
 our business and operating strategies and the various measures we use to implement
such strategies;
 our dividend distribution plans;
 our planned use of proceeds;
 our operations, business and financial prospects, including development plans for
our business and future cash flows;
 our capital commitment plans;
 our future debt levels and capital needs;
 the future developments and competitive environment of the industry and markets in
which we operate;
 the regulatory environment as well as the general industry outlook for the industry
which we operate in;
 relationships with parties we contract and collaborate with to conduct our business;
 risks identified under “Risk factors”;
 general economic trends; and
 other statements in this prospectus that are not historical facts.
FORW ARD-LOOKING STATEMENTS
–6 3–


--- page 75 ---
The words “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”,
“forecast”, “intend”, “may”, “ought to”, “plan”, “potential”, “project”, “seek”, “should”,
“will”, “would” and other similar expressions, as they relate to us (other than in relation to our
profits, results of operations and earnings), are intended to identify a number of these
forward-looking statements. Such statements reflect the current views of our management with
respect to future events and are subject to certain risks, uncertainties and assumptions,
including the risk factors described in this prospectus. Please see “Risk Factors,” “Business”
and “Financial Information” for more details.
Should one or more of these risks or uncertainties materialize, or should the underlying
assumptions prove to be incorrect, our financial condition may be adversely affected and may
vary materially from the goals we have expressed or implied in these forward-looking
statements. Since we operate in an evolving environment where new risks and uncertainties
may emerge from time to time, you should not rely upon forward-looking statements as
predictions of future events.
Except as required by applicable laws and regulations, including the Listing Rules, we
undertake no obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. Accordingly, investors should not
place undue reliance on any forward-looking information.
In this prospectus, statements of or references to our intentions or those of our Directors
are made as of the date of this prospectus. Any such intentions may change in light of future
developments.
FORW ARD-LOOKING STATEMENTS
–6 4–


--- page 76 ---
An investment in our Shares involves various risks. You should carefully consider all
of the information in this prospectus, including the risks and uncertainties described
below, before making an investment in our Shares. The following is a description of what
we consider to be our material risks. Any of the following risks could materially and
adversely affect our business, financial condition and results of operations. The market
price of our Shares could significantly decrease due to any of these risks, and you may
lose all or part of your investment.
These factors are contingencies that may or may not occur , and we are not in a
position to express a view on the likelihood of any such contingency occurring. The
information given is as of the Latest Practicable Date unless otherwise stated, will not
be updated after the date hereof, and is subject to the cautionary statements in
“Forward-Looking Statements” in this prospectus.
We believe there are certain risks and uncertainties involved in our operations, some of
which are beyond our control. We have categorized these risks and uncertainties into: (i) risks
relating to our business; (ii) risks relating to our industry; (iii) risks relating to conducting
business in Kazakhstan and (iv) risks relating to the Global Offering.
RISKS RELATING TO OUR BUSINESS
We have a limited operating history with net losses during the Track Record Period, and
our past performance may not serve as an adequate measure of our future prospects and
results of operations.
We have a limited operating history. In 2015, we, through acquisition of Aral-Kegen LLP,
our subsidiary, acquired 97% participatory interest in Subsidiary ZV . Subsidiary ZV became a
party to the SSU Contract in March 2016 through execution of the addendum No. 1 to the SSU
Contract.
During the Track Record Period, we primarily focused on preparing our Boguty Project
for commercial production, and incurred a net loss of HK$94.5 million, HK$80.1 million,
HK$176.5 million, HK$65.0 million and HK$7.0 million for the years ended December 31,
2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, respectively. The fact
that we only commenced commercial production in April 2025 with limited historical operating
and financial information makes it difficult to evaluate our business and predict our future
operating results and prospects. We believe that period-to-period comparisons of our results
may not be meaningful and our past performance for any period should not be relied upon as
an indication of our future performance. Moreover, our profitability is affected by a number of
factors, including actual production and sales volume, cost of sales, tungsten market price,
currency exchange rate and inflation, among others, all of which are subject to uncertainties.
As a result, the tungsten ore at the Boguty deposit may not ultimately be extracted at a profit
and we cannot guarantee that we will generate profit and grow our business as planned.
RISK FACTORS
–6 5–


--- page 77 ---
As compared to other competitors in the tungsten mining and production industry with a
longer operating history, we may not have sufficient experience to address the risks frequently
encountered by mining companies, including those related to:
 improving operating efficiency;
 maintaining profitability;
 acquiring and retaining customers;
 attracting and retaining our employees;
 managing and expanding operations;
 anticipating and adapting to any changes in laws and regulations or social,
economic, or geo-political conditions in relation to the tungsten mining and
production industry or otherwise relevant to our business; or
 maintaining adequate control over costs and expenses.
If we fail to address any of these risks and challenges, our business, financial condition
and results of operations may be materially and adversely affected. Accordingly, you should
evaluate our business and prospects in light of the risks, expenses and challenges that we will
face as a company with limited operating history.
We may not generate revenue or grow our business as planned.
We only started to generate revenue in the six months ended June 30, 2025, and our future
revenue will depend upon many factors such as the market demand for, and prices of, tungsten
products, and our ability to achieve sufficient market acceptance. Investments in the
development of tungsten mines such as ours are highly speculative. It entails substantial
upfront capital expenditure and significant risks that a mine may fail to become commercially
viable. As a result, you may lose all or part of your investment in us given the high risks
involved in our business and associated with the mining industry.
We may not grow our business as planned and may never become profitable. Even if we
achieve profitability in the future, we may not be able to maintain profitability in subsequent
periods. Our failure to become or remain profitable would decrease the value of our Company
and could impair our ability to raise capital, expand our business and/or continue our
operations. Failure to become or remain profitable may adversely affect the market price of our
Shares. A decline in the market price of our Shares could cause you to lose all or part of your
investments in us.
RISK FACTORS
–6 6–


--- page 78 ---
We only have a limited track record in commercializing our tungsten products and we
expect our product sales to focus on a limited number of customers in the early stage of
our commercial production.
During the Track Record Period, we primarily focused on preparing the Boguty Project
for commercial production, and since we only commenced commercial production in April
2025, we have a limited track record of commercializing our tungsten products. We intend to
sell our tungsten products primarily to tungsten processors and end-users in the PRC in the near
term. We cannot guarantee that we will succeed in establishing sufficient sales coverage and
penetration in our target markets, which could adversely affect the commercial opportunities
of our tungsten products.
During the six months ended June 30, 2025, our revenue was entirely derived from sales
to one customer. See “Business—Sales and Marketing”. We cannot assure you that we will be
able to maintain or strengthen our relationship with our current customer. In addition, we
expect our sales will initially be restricted to a limited number of customers in the early stage
of our commercial production. If any of these customers fails to meet its contractual
obligations, or encounter financial difficulty, reduces or even discontinues the purchase of our
products for any reason, there can be no assurance that we would be able to identify and
acquire new customers with similar demand on a timely basis, or at all. In addition, we cannot
assure you that we will be able to successfully acquire additional customers and develop new
customer relationships in the future. As a result, our business, financial condition and results
of operations may be materially and adversely affected.
Our mining operations are currently concentrated at one mining site, the Boguty Project
in Kazakhstan and our business operation depends on this single mining project.
As of the Latest Practicable Date, we had only one mining project, which is our Boguty
Project in Kazakhstan, and we expect it to be our only mining project in the near term and our
main, if not only, source of revenue and cash flows in the near future. Our success will depend
heavily on this project, which is still under development and remains subject to various risks
and uncertainties.
The Independent Technical Consultant has identified a number of risks and
recommendations in estimating our tungsten Resources, Reserves and operations related to our
Boguty Project, as set forth in “Appendix III—Independent Technical Report—Risk
Assessment.” The key risks identified by the Independent Technical Consultant included the
following:
 lower ore grade than estimated in the resource model;
 high stripping ratio in the early stage;
 inadequate space for ore stockpile and insufficient quantity of production
equipment;
RISK FACTORS
–6 7–


--- page 79 ---
 unable to achieve the designed performance of the ore sorting;
 negative impact of return water on tungsten recovery;
 damage to pipeline from Charyn River and reduction of available water in Charyn
River;
 failure to meet the design intent for the tailings storage facility construction;
 lack of the tailings storage facility underdrainage in the design;
 reduction in the strength of embankment foundation soils;
 higher operating cost;
 lower commodity price;
 changes in the flow of Charyn River and/or the legal permitting regime of the
National Park;
 insufficient understanding of surrounding land use types;
 lack of understanding of the biodiversity and potential climate changes in the project
area;
 lack of understanding of mine waste geochemistry;
 incomplete closure plan and liabilities estimate;
 insufficient stakeholder engagement;
 non-renewal of operating and other key licenses;
 tungsten concentrate export restrictions imposed by the Kazakhstani Government;
and
 transportation delay of tungsten concentrate from the mine to the Khorgos border
crossing.
Although the Independent Technical Consultant has provided its recommendations to
address the above risks, there is no assurance that we can implement such recommendations
effectively to mitigate the relevant risks. In the event that the occurrence of any of the above
events causes us to operate at a less-than-expected capacity, our business, financial condition
and results of operations could be materially and adversely affected.
RISK FACTORS
–6 8–


--- page 80 ---
Furthermore, we expect to bring our Boguty Project into phase II commercial production
in the first quarter of 2027, and to continue to incur substantial costs and operating expenses.
If we do not achieve full production on schedule or generate revenue as we anticipate from
production, our future losses may be greater than anticipated and we may not achieve
profitability in the time frame we anticipate.
Our SSU Contract may be terminated by the relevant competent authority unilaterally,
which would have a material and adverse effect on our business, financial condition and
results of operations.
We hold mining rights at the Boguty tungsten mine in accordance with the terms and
conditions as set forth in the SSU Contract, which provides that the competent authority may
unilaterally terminate the SSU Contract if there are at least two breaches of the SSU Contract
or associated project documents which have not been rectified by Subsidiary ZV within the
time period as specified in the respective notifications of the competent authority.
Pursuant to the SSU Contract and the SSU Code, the competent authority may also
terminate the SSU Contract unilaterally if there is a breach of the SSU Code’s requirement (art.
278.18 of the SSU Code) to obtain prior permission for the transfer of the granted subsoil use
right or the subsoil use associated object, resulting in a threat to the national security, which
has not been rectified within one year after receipt of the notification.
During the Track Record Period and up to the Latest Practicable Date, we had breached
certain terms of the SSU Contract, including the delay in commencing production at the Boguty
tungsten mine pursuant to Addendum No. 3 of the SSU Contract and certain underperformance
of financial obligations under the SSU Contract. See “Business—Legal Proceedings and
Compliance” for details of such incidents.
According to our Kazakhstan Legal Advisors, in recent years, the MIC terminated a
number of subsoil use contracts due to the failure of the relevant subsoil users to perform their
respective obligations under the relevant subsoil use contracts. In particular, as advised by our
Kazakhstan Legal Advisors, such termination is usually due to the relevant subsoil users’
non-performance of their financial obligations under the relevant subsoil use contracts ( e.g.,
outstanding payments for the regional social economic development or training of local
employees and breach of the local content requirements) and their failure to rectify such
non-performance within the period of time as required by the relevant competent authority.
In the event that our SSU Contract were terminated by the relevant competent authority
as a result of any breach of the SSU Contract in the future, we would lose our mining rights
at the Boguty tungsten mine and our business, financial condition and results of operations
would be materially and adversely affected.
RISK FACTORS
–6 9–


--- page 81 ---
We rely on contractors for constructions and future mining operation.
During the Track Record Period, we adopted the engineering, procurement and
construction (EPC) model and engaged CCECC (including its local branch in Kazakhstan) as
our EPC contractor for construction activities. CCECC was our largest supplier in the Track
Record Period and our purchases from CCECC in the years ended December 31, 2022, 2023
and 2024 and the six months ended June 30, 2025 totaled HK$202.6 million, HK$727.1
million, HK$575.8 million and HK$69.7 million, respectively, representing 89.2%, 95.2%,
93.6% and 39.0% of our total purchases, respectively. Please refer to “Business—Our
Suppliers and Contractors” for details of such arrangement. In addition, our mining operation
is conducted by a local subsidiary of CCECC in Kazakhstan, who has been engaged through
a public tender. While we closely monitor the work of our contractors, there is no assurance
that we will be able to control the quality, safety and environmental protection standards of the
work to be performed by our contractors to the same extent as the work performed by our own
employees at all times. Any under-performance or non-performance of our contractors could
lead to failure by the contractors to meet our quality, safety and environmental protection
standards, which, in turn, may result in our liability to third parties and may have a material
adverse effect on our business, financial condition and results of operations. Meanwhile, we
may not be able to find replacement of the under-performing contractors on acceptable terms,
or at all. Any failure to retain suitable contractors at reasonable cost or seek replacements of
our existing contractors in a timely manner on favorable terms, or at all, may have a material
adverse effect on our business, financial condition and results of operations.
The mining industry inherently has a high level of risks. Our operation may be disrupted
and we may be unable to bring our Boguty Project into full-scale commercial production.
The mining industry in which we operate inherently has a high level of risk. It involves
a number of risks and hazards, including industrial accidents, labor disputes, unusual or
unexpected geological conditions, mine collapses, fires, explosions, equipment failure, delays
in supplies and loss of key inputs, including electricity, water and coal, changes in the
regulatory environment, environmental hazards, and weather and other natural phenomena
such as landslides and earthquakes. Such occurrences could result in material damage to, or the
destruction of, mineral properties or production facilities, human exposure to pollution,
personal injury or death, environmental and natural resource damage, delays in mining,
monetary losses and possible legal liability.
Should any of the foregoing inherent risks materialize, our operation may be disrupted
and we may be unable to bring our Boguty Project into full-scale commercial production, our
business and results of operations could be materially and adversely affected. For further
information, please refer to “Business—Development Plan and Planned Production Schedule
—Risks Associated with the Boguty Project.”
RISK FACTORS
–7 0–


--- page 82 ---
Our operations are subject to risks relating to occupational hazards and production safety
and other operating risks which are beyond our control.
Our operations are subject to a number of operating risks, some of which are beyond our
control and cannot be completely eliminated through prevention efforts. These operating risks
include (i) unexpected maintenance or technical problems; (ii) inclement or hazardous weather
conditions and natural disasters such as landslides and earthquakes; (iii) industrial accidents;
(iv) electricity or water supply interruptions; (v) critical equipment failures in our mining
operations; (vi) the handling and storage of certain dangerous articles and the use of heavy
machinery; and (vii) unusual or unexpected variations in the mine and geological or mining
conditions. These risks may result in personal injury, death or property damage, which would
disrupt or result in a suspension of our operations, increase production costs, result in liability
to us and harm our reputation. Such incidents may also result in a breach of laws and
regulations applicable to our operations, or any consent, approvals or authorizations obtained
from the relevant authorities, which may result in fines and penalties or even possible
revocation of our licenses and permits.
Our operations will also be subject to manufacturing, operating and handling risks
associated with the products we will produce and the products we will use in our operations,
including the related storage and transportation of raw materials, products, hazardous
substances and wastes. We are exposed to hazards including discharges or releases of
hazardous substances, exposure to dust and noise and waste water and the operations of mobile
equipment and manufacturing machinery. These risks can subject us to potentially significant
liabilities relating to personal injury or death or property damage, and may result in civil,
administrative or criminal penalties, which could hurt our productivity, profitability and
reputation.
During the Track Record Period and up to the Latest Practicable Date, we were not
involved in any accidents, claims or proceedings in relation to occupational hazards and
production safety. Any occurrence of such accidents, claims or proceedings in relation to the
occupational hazards and production safety, any disruption to the operations of our Boguty
Project or supporting infrastructure for a sustained period, or any change to the natural
environment surrounding our Boguty Project, such as landslides, may materially adversely
affect our business, financial condition and results of operations.
The tungsten Resources and Reserves data presented in this prospectus are estimates and
may be inaccurate and our projected future production volumes, turnover and capital
expenditures, which are based on these estimates, may differ materially from actual
figures.
Our estimated tungsten Resources and Reserves are reported in accordance with the
criteria of the JORC Code. For further details, please refer to “Appendix III—Independent
Technical Report.” The tungsten Resources and Reserves information set forth in this
prospectus represents estimates only and is based on a number of assumptions that have been
made by the Independent Technical Consultant. The estimates of tungsten Resources and
RISK FACTORS
–7 1–


--- page 83 ---
Reserves involve judgment based on various factors, such as knowledge, experience and
industry practice. In addition, the accuracy of these estimates may be affected by many factors,
including the exploration results, drilling and analysis of mineral samples, as well as the
procedures adopted by and the experience of the person making the estimates.
In particular, Mineral Resource and Ore Reserve Estimates reported in accordance with
the JORC Code can be subject to inaccuracies due to several reasons. Some of the factors that
contribute to these inaccuracies include:
 Sampling and data limitations: Mineral Resource and Ore Reserve estimates rely on
sampling data from a limited number of points within the deposit. The quality and
representativeness of the samples, as well as the spacing and density of sampling,
can introduce uncertainties into the estimates. Inadequate or insufficient data can
result in inaccuracies in determining the size, grade and continuity of the mineral
deposit.
 Geological complexity: Mineral deposits often exhibit geological complexity,
including variations in mineralisation, structure, and alteration. Understanding and
characterizing these complexities accurately is challenging, and inaccuracies can
arise in interpreting the geological model. Variations in grade, continuity, thickness
and distribution within the deposit can lead to discrepancies between estimated and
actual Mineral Resources and Ore Reserves.
 Assay and laboratory errors: Assaying and laboratory testing are crucial for
determining the grade and quality of mineral deposits. Errors in sampling, sample
preparation, analysis and interpretation of assay results can introduce inaccuracies
into the estimates. Contamination, improper sampling techniques, analytical
instrument limitations and human error are potential sources of assay and laboratory
errors.
 Assumptions and modeling uncertainties: Estimating mineral resources and ore
reserves requires making various assumptions and employing statistical models.
These assumptions and models involve inherent uncertainties and simplifications.
Variations in the selection of estimation methods, parameters and cut-off grades can
lead to differences in the estimated quantities and qualities of the mineral deposit.
 Changes in economic factors: Economic factors, such as commodity prices,
exchange rates and operating costs, can impact the and cut-offs and economic
viability of mining projects.
 Regulatory and environmental considerations: Regulatory requirements and
environmental constraints can affect the estimation of Ore Reserve. Changes in
regulations, permitting delays or unforeseen environmental limitations can impact
the accuracy of estimates.
RISK FACTORS
–7 2–


--- page 84 ---
There are numerous uncertainties inherent in estimating quantities of tungsten Resources
and Reserves, which may change and are beyond our control. In respect of these estimates, no
assurance can be given that the anticipated tonnages and grades will be achieved, that the
indicated level of recovery will be realized or that mineral resources can be mined or processed
profitably. Actual production may not conform to geological, metallurgical or other
expectations, the volume and grade of minerals recovered may be below the estimated levels
and the level of impurities may be above the estimated levels.
Estimates of the tungsten Resources and Reserves at the Boguty Project may change
significantly when new information becomes available or new circumstances arise, such as new
government regulations and requirements, unforeseen natural disasters and unusual or
unexpected geological formations. Should we encounter mineralization different from that
predicted by past drilling, sampling and similar examination, the estimates of our Resources
and Reserves may have to be adjusted downward. Therefore, the inclusion of Resources and
Reserves estimates should not be regarded as a representation that all these amounts can be
economically exploited. If any such downward adjustment takes place, our production cost will
increase if we were to maintain the same planned production volume. Therefore, our projected
future production volume, turnover and capital expenditures may differ materially from actual
figures. Any of these circumstances could materially and adversely affect our business,
financial condition and results of operations.
We may not be able to obtain, maintain or renew permits, licenses or mining contracts or
fully comply with their terms.
The permits, licenses, and the mining contracts obtained by us will expire from time to
time. Our applications for extension or renewal are subject to a certain degree of government
discretion, and there is no guarantee that we will be able to obtain any extension or renewal
of the permits, licenses and the mining contracts in the future or, if so, what terms we will
be able to obtain when they are up for renewal. Specifically, the renewal, extension
or amendment of our mining contracts, i.e., the SSU Contract, is subject to the approval
of the relevant government authorities. If we fail to obtain such approval to renew, extend or
amend the existing mining contracts or enter into new mining contracts, we may be unable to
carry out the mining activities at our Boguty Project, which could materially and adversely
affect our business, financial condition and results of operations.
It is also possible that, in any event of a material non-compliance with the terms of any
of our permits, licenses and the mining contracts, such permits, licenses and the mining
contracts may be forfeited. Although we believe that our exploration and development
activities are currently carried out in accordance with all applicable rules and regulations in all
material respects, no assurance can be given that new rules, laws and regulations will not be
enacted, or that existing or future rules and regulations will not be applied in a manner which
could serve to limit or curtail the exploration, development or production of our Boguty Project
or have an otherwise negative impact on our operations. Amendments to existing rules, laws
and regulations governing our operations and activities of exploration and production, or more
stringent enforcement, implementation or interpretation thereof, could have a material adverse
impact on our business, financial condition and results of operations.
RISK FACTORS
–7 3–


--- page 85 ---
In addition, in the event that we identify prospective mine resources, either at our Boguty
Project or any mines we may acquire in the future, there is no assurance that any licenses and
permits can be successfully obtained or renewed. If we are unable to obtain any of such
licenses and permits or extend or renew any of our current permits or licenses upon their
expiration, our business, financial condition and results of operations could be materially and
adversely affected.
We expect to derive revenue from tungsten products and the demand for which is subject
to change. Market prices for tungsten products are cyclical and may fluctuate
significantly, which are subject to factors beyond our control.
Historically, the market prices for tungsten products has exhibited volatility. A sustained
period of significant tungsten products price volatility may adversely affect our ability to
evaluate the feasibility of continuing existing operations or to make other long-term strategic
decisions. We expect to derive our revenue primarily from the sale of tungsten ore concentrate
in the near future. The demand for, and prices of, tungsten products have been and will
continue to be affected by numerous factors beyond our control, including, among others,
international and local economic and political conditions, government policies, development of
industries using tungsten products directly or indirectly, levels of supply of tungsten products
and alternative products, cost of production and technology development. The uncertainties of
these factors may lead to significant fluctuation in demand for, and prices of, tungsten products
and make it impossible for us to accurately predict future tungsten prices. If we experience
insufficient demand for our products or declines in tungsten prices, our financial performance
will be adversely affected and we may be forced to curtail or suspend some or all of our
projects or operations, or reduce operational capital expenditures, and our business, financial
condition, cash flows and results of operations may be materially and adversely affected.
Even in the event that the prices of major tungsten products, such as tungsten ore
concentrate, show an upward trend, there is a risk that costumers will reduce their volume of
consumption and/or seek alternative products or commodities as a substitute for tungsten. Any
reduced demand or a shift to alternative products could materially and adversely affect our
business, financial condition and results of operations.
Our success depends on the quality and characteristics of our tungsten products. If we fail
to achieve or maintain broad market acceptance for our products, our business, financial
condition and results of operations could be materially and adversely affected.
We may not be able to accurately estimate the quality and other characteristics of our
tungsten products until we commence commercial production. The actual quality and other
characteristics of tungsten mined may differ from those indicated by previous exploration and
drilling results. As a result, we cannot assure you that the quality and other characteristics of
the tungsten mined from our Boguty Project will be consistent with or similar to the estimation
made based on the Independent Technical Report. Furthermore, if the actual quality and other
characteristics of our tungsten products in the future are materially different from our
estimates, we may not be able to perform our obligations under certain sales framework
RISK FACTORS
–7 4–


--- page 86 ---
contracts that we have entered into with our customers and we may fail to achieve or maintain
broad market acceptance for these products. As a result, we may have to re-position ourselves
in the market and failure in doing so could materially and adversely affect our business,
financial condition and results of operations.
We may face competition from other tungsten mining companies operating in a similar
segment of the market and failure to compete effectively with our competitors may
adversely affect our business, financial condition and results of operations.
We may face competition from other tungsten mining companies that produce tungsten
products in Kazakhstan and other countries targeting similar sales markets as we do.
Competition in our industry may intensify as our competitors expand their products, or as new
competitors enter into the markets. Some of our competitors may have greater financial,
marketing, distribution, resources level and product development capabilities than we do. As
a result, these competitors may be able to devote more resources to the development,
promotion and sale of their products. The primary factors driving competition are strong
exploration and mining capacity with advanced mining methods and improved technical
equipment, high-quality and stable product, new technology development, sufficient capital
investment, professional management talents retention and obtaining exploration and
extraction permits. Other factors that could affect competition in the tungsten marketplace
include additional discoveries of tungsten reserves by our competitors, access and capacity to
transportation, political and economic factors and other factors beyond our control. Increased
competition could have a material adverse impact on prices at which we can sell tungsten
products. We cannot assure you that our current or potential competitors will not offer products
at more competitive prices or adapt more quickly than we do to evolving industry trends or
changing market conditions. There can be no assurance that we will be able to compete
effectively or maintain or improve our market position. Our failure to compete effectively
could materially and adversely affect our business, financial condition, and results of
operations.
Our development plan may be delayed or may not progress within budget or achieve
commercial viability.
Our development plan for the Boguty Project may be delayed due to a number of factors,
including:
 availability of capital;
 the effect of and any changes to laws and regulations of the mining industry by
various government and governmental agencies;
 non-performance, negligence, misconduct or error by contractors and operators;
 unfavorable weather conditions;
RISK FACTORS
–7 5–


--- page 87 ---
 availability of infrastructure;
 increases in material or labor costs;
 catastrophic events such as fires, storms or explosions;
 the breakdown or failure of equipment or processes;
 construction, procurement and/or performance falling below expected levels of
output or efficiency;
 changes in project scope;
 violation of permit requirements;
 restrictions on accessing project sites;
 subsurface conditions;
 decrease in demand for commodities or decrease in commodity prices or increase in
supply for commodities; and
 interest rates fluctuations leading to increased cost of borrowings.
Because of the above factors, we may not be able to execute or develop our mine or
facilities on time, on budget, or at all, and may be unable to process and commercialize the
tungsten ore that we may produce.
Furthermore, while we have a schedule for developing our mine, including obtaining
regulatory approvals and commencing and completing the construction of our tungsten
production and processing facilities and relevant infrastructures, we cannot assure you that our
expected timetable will be met without delays, or at all, which could have potentially adverse
effects upon our budgets. Any delays may increase the costs for developing our mine and
require additional capital, which could materially and adversely affect the commercial viability
of our development plan.
We may not be able to obtain adequate financing for our business in the future.
The exploration, mining and processing of mineral resources is very capital intensive. To
fund our current and future operation and capital expenditure requirements, we need sufficient
internal sources of liquidity or access to financing from external sources. For the years ended
December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our
capital expenditures amounted to HK$317.7 million, HK$758.0 million, HK$447.1 million,
HK$225.4 million and HK$21.5 million, respectively, which were incurred to fund payments
RISK FACTORS
–7 6–


--- page 88 ---
for construction in progress, mining development assets, exploration and evaluation assets. We
currently fund our capital expenditures mainly with bank borrowings, shareholder loans and
internal funds. Our future liquidity, payment of other payables and repayment of our
outstanding debt obligations as and when they become due will primarily depend on our ability
to generate adequate cash inflows from our operating activities and adequate external
financing. Given our historical net losses and limited funds, there can be no assurance that we
will be able to generate sufficient cash flows from our operations in the future to fund our
operations, or at all. We may have to seek additional financing through equity or debt
financings, or may be forced to reduce or delay our capital expenditures, as a result of which
we may be unable to implement our development plan as scheduled.
Our ability to generate cash from operating activities in the future may be affected by
decreasing sales or downward movements in prices for tungsten products. Our ability to obtain
external financing is subject to various factors with uncertainties, including (i) the condition
of the global and domestic financial markets; (ii) investors’ perception of the securities of
companies engaged in mining activities; (iii) our future financial condition, operating results
and cash flows; and (iv) changes in the PRC government policies with respect to bank interest
rates as well as lending practices and conditions, and, after the Listing we may not be able to
continue to obtain bank loans with parent guarantees which could increase the cost of our
future borrowings. There is no assurance that we are able to obtain adequate external financing
in a timely manner at reasonable cost or at all. Historically, our borrowings have primarily been
short-term borrowings due within one year. There is no assurance that we can generate
sufficient cash flows from our operations in the future to repay such borrowings. In addition,
we cannot assure you that we can secure extension for new financing upon maturity of such
short-term borrowings.
If we are unable to obtain external financing on acceptable terms, or at all, or if there is
any delay in obtaining external financing and completing our development plan, or there are
cost overruns or changes in market circumstances, we may not derive the expected economic
benefits from the commercialization of our tungsten products, and our business, financial
condition and results of operations may be materially and adversely affected.
We relied on bank loan to fund the construction of our Boguty Project since 2020 and
incurred significant interest expenses during the Track Record Period.
We entered into a facility agreement with a commercial bank in September 2020 to obtain
an unsecured bank loan facility up to EUR188.0 million to fund the construction of our Boguty
Project. In connection with such bank loan, we incurred interest expenses of approximately
HK$29.2 million, HK$40.2 million, HK$86.7 million, HK$37.8 million and HK$35.0 million
for the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024
and 2025, respectively.
RISK FACTORS
–7 7–


--- page 89 ---
In the event that we default in the repayment of the bank loan or breach any of its
covenants, the lending bank may accelerate the repayment of the loan and/or terminate the loan
agreement, and our business, financial condition and results of operations may be materially
and adversely affected. If our relationship with the lending bank deteriorates materially or
terminates, we may not be able to obtain similar bank loans on acceptable terms, or at all. We
may have to seek additional financing, or may be unable to implement our development plan
as scheduled. For further information, please refer to “Financial Information—Indebtedness.”
We face risks related to heightened regulatory and public scrutiny on our third-party
service providers. If such parties, their associates and/or network members are subject to
regulatory or public scrutiny, such as investigations and negative publicity, our
reputation, business and results of operations may be adversely affected.
We engage third-party service providers for certain professional services, such as audit,
legal, tax, and consultancy services. Our third-party service providers, their associates and/or
network firms may, from time to time, be subject to heightened regulatory and public scrutiny,
which includes investigations by regulatory agencies, complaints to regulatory agencies,
negative media coverage and malicious allegations. If any of our third-party service providers
or their associates and/or network members is subject to regulatory penalties, sanctions or
suspension or is found in violation of any applicable rules and regulations, their ability to
provide services to us could be adversely affected, which, in turn, may adversely affect our
reputation, business operations, financial reporting and/or legal and tax compliance, cause us
to incur additional service costs, and subject us to public scrutiny.
Our business depends on reliable and adequate transportation capacity for our products.
Fluctuations in transportation costs and disruptions to our transportation could disrupt
our deliveries and adversely affect our business, financial condition and results of
operations.
We anticipate that most of the potential customers in the near future for our products will
be from the PRC. We plan to use road transportation systems to transport our products from
Kazakhstan to our potential customers in the PRC or other regions. The Boguty Project is
located 180 km east of Almaty and 160 km to the west of the Khorgos crossing connecting
China, and it can be accessed from both Almaty and the Khorgos crossing via the A2 highway.
We transport our products to customers mainly through the existing highways and paved roads.
We have also used road transportation for raw materials purchased locally. As of the Latest
Practicable Date, we had not experienced any road transportation disruptions that had a
material adverse effect on our business, financial condition and results of operations. However,
we cannot assure you that adequate road transport capacity will always be available to support
our operations in the future, or that we will not experience any material delays in transporting
our products to our potential customers.
RISK FACTORS
–7 8–


--- page 90 ---
Transportation costs are expected to be one of the major components of the costs of
purchase for our potential customers. Fluctuations in transportation costs may have an adverse
effect on the demand for our products. Transportation may be disrupted by a number of factors,
such as traffic accidents, border control, natural disasters and severe weather conditions. If
access to and from our deposit or processing plant are significantly damaged, cut off,
suspended for repair or maintenance for an extended period of time, the delivery of our
products would be significantly affected, and we may breach our sales contracts and lose our
potential customers in the future. Any difficulties experienced by our potential customers in
transporting our products may reduce demand for our products and cause them to select
suppliers closer to their operations and who are able to supply products with quality
considerably similar to ours or to demand significant lower prices for our products. Any such
adverse development could have a material adverse effect on our business, financial condition
and results of operations.
We rely on our experienced management and skilled staff and our business may be
severely disrupted in the event that we lose their services.
Our business operation depends upon the continued services of our experienced
management team and skilled staff. The industry experience, expertise and contributions of our
management team are essential to our continued success. We rely on their expertise in the
mining industry to develop our business strategies and to manage our business operations and
growth. We also rely on the technical know-how of our management team for our operations,
including mining methods and process management throughout the exploration, development
and production phases. The unexpected loss or departure of any of our management could
adversely affect our business, our financial conditions and results of operations. Moreover,
should we need to attract new talent, we may have to incur additional expenses to recruit, train
and retain such personnel, which could materially and adversely affect our business, financial
condition and results of operations.
Our operation and future growth depend on our ability to recruit and retain suitable staff.
Our operation requires experienced employees with particular areas of expertise. The number
of persons skilled in the exploration and development of mines may be limited. We cannot
assure you that employees with the necessary expertise will be available. There may be other
mining exploration projects in Kazakhstan that are planned for completion on timetables
similar to those of ours. In these circumstances, we may need to offer better compensation and
other benefits in order to attract and retain key personnel, which may materially increase our
expenses and affect our profitability.
RISK FACTORS
–7 9–


--- page 91 ---
Our operation depends on the availability of skilled labor at competitive labor costs.
Our operation depends on the availability of personnel with relevant experience in mine
production, which may be difficult to find locally. We face significant competition from other
mining companies in and outside Kazakhstan for skilled labor. Shortage of labor, inefficient
labor management or any labor disputes such as work stoppage and labor strike may result in
disruption of our business operations, which may in turn have a material adverse effect on our
business, financial condition and results of operations. In addition, labor costs in Kazakhstan
have been increasing in recent years. Ongoing competition for skilled labor and our obligations
in Kazakhstan to hire local employees could result in additional increases in labor costs. If
labor costs in Kazakhstan continue to increase, our operating costs will increase which may in
turn affect the selling prices and/or profit margin of our products in the future. We may not be
able to pass on these increased costs to consumers by increasing the selling prices of our
products in light of competition in the markets where we operate. In such circumstances, our
future profit margin may decrease.
In addition, our future expansion will require us to maintain and grow our workforce of
qualified and skilled workers and efficiently allocate our resources. In order to better allocate
our resources to manage our expansion, we need to hire, recruit and manage our workforce
effectively and implement adequate internal control measures in a timely manner. In the event
that we fail to effectively manage our workforce, we may encounter, among other things,
delays in production and operational difficulties, which could have a material adverse effect on
our business, financial condition and results of operations.
Our insurance coverage may not be sufficient.
We face various operational risks in connection with our businesses. See “—Our
operations are subject to risks relating to occupational hazards and production safety and other
operating risks which are beyond our control.” We may not have adequate or any insurance
coverage on the abovementioned operational risks. During the Track Record Period and up to
the Latest Practicable Date, we maintained various insurance policies for our operations,
including (i) individual health insurance for our employees, (ii) commercial insurance covering
the risks of riots, wars and expropriation, and (iii) insurance for our vehicles. As of the Latest
Practicable Date, we also maintained employee accident insurance for our employees in
accordance with applicable laws and regulations of Kazakhstan. Although our Kazakhstan
Legal Advisors have advised that we have obtained mandatory insurance in accordance with
Kazakhstan laws and regulations, and we believe that we have maintained insurance in line
with customary industry practice, such insurance have limitations on liability and there can be
no assurance that our insurance coverage would be sufficient to cover the full extent of such
liabilities and risks. In the event that we incur substantial losses or liabilities but we are not
insured against such losses or liabilities, or that our insurance is unavailable or inadequate to
cover such losses or liabilities, our business, financial condition and results of operations could
be materially and adversely affected.
RISK FACTORS
–8 0–


--- page 92 ---
If we become subject to litigation, legal or contractual disputes, governmental
investigations or administrative proceedings, our management’s attention may be
diverted and we may incur substantial costs and liabilities.
From time to time, we may be involved in claims, disputes and legal proceedings in our
ordinary course of business. These may concern issues relating to, among others,
environmental matters, breach of contract and employment or labor disputes. During the Track
Record Period, we received three notification letters from the relevant competent authority
alleging (i) a past due amount of KZT69,888,299 (approximately HK$1,214,182) for 2021 in
connection with regional social development under the SSU Contract, (ii) our failure to spend
funds on training of Kazakhstan employees as required by the SSU Contract for 2022 in the
amount of KZT40,359,000 (approximately HK$701,164), and (iii) our failure to meet certain
financial obligations (i.e., financing of scientific research, scientific and technical, and/or
experimental design work provided by Kazakhstani producers of goods, works and services,
and/or projects by participants of the “Park of Innovative Technologies” innovation cluster) as
required by the SSU Contract for 2023 in the amount of KZT95,028,000 (approximately
HK$1,650,938).
In addition, Subsidiary ZV held a public hearing in October 2018 in connection with
changes to the mining works plan on the reserves calculation using new data on exploration,
technology and economics, and a total of three lawsuits were filed against us in connection
with such public hearing. See “Business—Legal Proceedings and Compliance—Environmental
Issue Lawsuits in Connection with Our Public Hearings” for details of these incidents. If we
hold any public hearing in the future, we cannot rule out the possibility that affected
stakeholders, including those claimants who had made claims previously, may make new
claims or lawsuits against us based on the issues involved in such new public hearings. We are
unable to predict our potential maximum exposures arising from such new lawsuits in the
future, which may have a material and adverse effect on our reputation and our business,
financial condition or results of operations.
Ongoing or threatened litigation, legal or contractual disputes, investigations or
administrative proceedings may divert our management’s attention and consume their time and
our other resources. In addition, any similar claims, disputes or legal proceedings involving us
or our employees may result in damages or liabilities, as well as legal and other costs and may
cause a distraction to our management. Furthermore, any litigation, legal or contractual
disputes, investigations or administrative proceedings, which are initially not of material
importance may escalate and become important to us, due to a variety of factors, such as the
facts and circumstances of the cases, the likelihood of loss, the monetary amount at stake and
the parties involved. If any verdict or award is rendered against us or if we settle with any third
parties, we could be required to pay significant monetary damages, assume other liabilities and
even to suspend or terminate the related business projects. In addition, negative publicity
arising from litigation, legal or contractual disputes, investigations or administrative
proceedings may damage our reputation and adversely affect the image of our brands and
products. Consequently, our business, financial condition and results of operations may be
materially and adversely affected.
RISK FACTORS
–8 1–


--- page 93 ---
We may incur impairment losses related to our mining rights and related assets, which
may adversely affect our results of operations.
Based on our accounting policy, our subsurface use rights are amortized using the
production method, based on Proven and Probable Reserves, from the time of the beginning of
tungsten ore mining. The process of Reserve estimate is inherently uncertain and complex and
requires significant judgments and decisions based on available geological, engineering and
economic data. If the value of our mining rights is over-estimated, the over-estimated amounts
will be recognized as impairment losses, which in turn may have a material adverse effect on
our result of operations. The carrying amount of the property, plant and equipment, including
exploration and evaluation assets, is tested by us for impairment whenever facts and
circumstances indicate assets’ impairment in accordance with our accounting policy. Any
material decrease of our Reserve may result in impairment on the carrying value of our mining
rights and related assets, and this may have a material adverse effect on our business, financial
condition and results of operations.
Our businesses are vulnerable to downturns in the general economy.
The global macroeconomic environment is facing numerous challenges. There is
considerable uncertainty over the long-term effects of the expansionary monetary and fiscal
policies that have been adopted by the central banks and financial authorities of some of the
world’s leading economies. There have also been concerns over unrest in countries including
the Middle East and Ukraine, which have resulted in volatility in commodity prices and other
markets. Unfavorable financial or economic conditions may adversely affect the demand for
tungsten products. Furthermore, concerns over inflation, energy costs, geopolitical issues, the
availability and cost of credit, unemployment, consumer confidence, asset values, capital
market volatility and liquidity issues may create difficult operating conditions in the future.
Additionally, the recent political tensions between the U.S. and China, and any future economic
conflicts escalated therefrom, may materially and adversely affect our industry and end
markets, as well as the global economic conditions in general. In addition, the PRC government
has from time to time adjusted China’s monetary, fiscal and other policies and measures to
manage the rate of growth of the economy or control the overheating of the general economy
or certain industries or markets.
As a result, the general economy of Kazakhstan, China and the world or any particular
industry in which we operate or which we serve may grow at a lower-than expected rate or even
experience a downturn, which could materially and adversely affect our business, financial
condition and results of operations.
RISK FACTORS
–8 2–


--- page 94 ---
We may be subject to various PRC laws and regulations applicable to our business in
China, and failure to comply with these laws and regulations could have a material and
adverse effect on our business and operations.
We currently have one PRC subsidiary and may further expand our operation in China.
We also plan to sell our tungsten products into China after the commercial production
commences. Accordingly, our business, financial condition, results of operations and prospects
may be influenced to a degree by political, economic and social conditions in China generally
and by continued economic growth in China as a whole.
If we sell our tungsten products into China, we may be subject to various laws and
regulations of China and may be required to obtain and comply with the requirements of
various permits, licenses, certificates, consents and other approvals issued by relevant
competent authorities. Each approval is dependent on the satisfaction of certain conditions and
failure to obtain such governmental approvals could have a material and adverse effect on our
business, financial condition and results of operations. We may also be subject to inspections,
examinations, inquiries and audits by relevant competent authorities in the process of obtaining
or renewing our permits, licenses or certificates. There can be no assurance that we will be able
to fulfill the pre-conditions necessary to obtain the required governmental approvals or that we
will be able to adapt to new laws, regulations or policies that may come into effect from time
to time with respect to our operations.
Additionally, there can be no assurance that the relevant government agencies will not
change existing laws or regulations or impose additional or more stringent laws or regulations.
We may be required to make significant expenditures or modify our business practices to
comply with existing or future laws and regulations, which may increase our costs and
materially limit our ability to operate our business.
Our growth prospects depend upon our ability to successfully develop economically
attractive tungsten Reserves and Resources at competitive costs.
Maintaining effective cost control is key to our future success. The profitability from
exploiting our tungsten Reserves and Resources could be affected by many factors, including
energy and raw materials costs, labor costs and equipment and machinery costs, which are
beyond our control. It is difficult to project the costs of developing tungsten Reserves and
Resources due to inherent uncertainties of mining. Our estimates of costs have also been based
on our current operating conditions for our mines. Actual costs may differ materially from such
estimates. Moreover, it is possible that other developments, such as increasingly strict
environmental and safety laws and regulations and enforcement policies could result in
substantial additional costs and liabilities. If there are cost overruns in developing our tungsten
Reserves and Resources, we may not derive the expected economic benefits from our
development plan, which could materially and adversely affect our business, financial
condition and results of operations.
RISK FACTORS
–8 3–


--- page 95 ---
Our ownership over the tungsten extracted pursuant to the mining contracts is subject to
the Kazakhstani Government’s requisition right to purchase tungsten.
In accordance with the Article 15 of the SSU Code, we have ownership over the tungsten
extracted at our mines. The SSU Contract entitles the Kazakhstani Government to requisition
all or a portion of the tungsten produced by us in a state of emergency or martial law. In these
circumstances, the Kazakhstani Government shall reimburse for the requisitioned tungsten
based on an evaluation performed in accordance with the Kazakhstan legislation, which could
materially and adversely affect our business, financial condition and results of operations.
Equipment for exploration and development activities may not be available when needed.
Tungsten exploration and development activities are dependent on the availability of
related equipment and machinery (typically purchased from third parties) in the areas where
such activities will be conducted. If demand for any equipment and machinery exceeds the
supply at any given time, or if any equipment and machinery is not available to us at an
economical cost or in the event of the breakdown of any equipment and machinery, our
exploration and development activities could be delayed. We cannot assure you that sufficient
replacement equipment and machinery as needed by us will be available. Shortages of
equipment and machinery could delay and/or increase the cost of our proposed exploration,
development and future sales activities, and could have a material adverse effect on our
business, financial position and results of our operations.
Power shortages or a substantial increase in energy costs or limited supply of water could
have an adverse impact on our operations.
We have and will continue to consume a substantial amount of electricity and require
adequate water supply for our operations. During the Track Record Period and up to the Latest
Practicable Date, we had not experienced any major shortage or disruption in our electricity or
water supply. There can be no assurance, however, that adequate supply of electricity or water
will be available to us in the future. We expect our demand for electricity or water to increase
as we commence production and our business grows. If restrictions are imposed on the use of
electricity due to power shortages, thereby disrupting our power supply, or if there is
inadequate water supply or we are otherwise unable to obtain adequate supply to meet our
production requirements, our operations may be disrupted, and our production and delivery
schedules may be adversely affected, which could have a material adverse effect on our
business, financial condition and results of operations. In addition, our ability to pass increased
costs along to our customers may be limited due to pressures from competition and customer
resistance. We cannot assure you that we will be able to recover the substantial cost increases
in electricity or water, if any, by raising the prices of our products.
RISK FACTORS
–8 4–


--- page 96 ---
We had net liabilities and net current liabilities position during the Track Record Period,
which may adversely affect our liquidity.
We recorded net liabilities of HK$13.1 million as of December 31, 2024 and HK$29.9
million as of June 30, 2025, and net current liabilities of HK$117.2 million, HK$268.9 million
and HK$442.9 million as of December 31, 2022 and 2024 and June 30, 2025, respectively,
primarily attributable to the losses incurred because our Boguty Project was still at the
development and construction stage for most of the time during the Track Record Period and
the cumulative foreign exchange losses arising from the appreciation of Euro during the Track
Record Period, as our major Bank Loan is denominated in Euro. For details, see “Financial
Information—Discussion of Selected Items From the Consolidated Statements of Financial
Position” in the prospectus.
The phase I commercial production of the Boguty Project commenced in April 2025. We
cannot guarantee that our financial position will improve as our production and sale ramp up,
or that we will not incur net liabilities in the future. If our financial position is not improved
as planned, or if we are to record net liabilities again, it can materially and adversely affect our
liquidity as well as our ability to raise funds, obtain bank loans, pay debts when they become
due and declare and pay dividends. This, in turn, may materially and adversely impact our
results of operations, financial conditions and business strategies.
If we fail to manage our liquidity situation carefully, our ability to expand and, in turn,
our results of operation may be materially and adversely affected.
As of December 31, 2022, December 31, 2024 and June 30, 2025, we had net current
liabilities of HK$117.2 million and HK$268.9 million and HK$442.9 million, respectively. Our
net current liabilities positions were primarily due to the significant development and
construction costs we incurred in relation to the Boguty Project, and certain portion of our
borrowings was maturing in short term. For details of our net current liabilities, see “Financial
Information—Liquidity and Capital Resources—Net Current (Liabilities)/Assets.” A net
current liabilities position may impair our ability to satisfy necessary capital expenditures,
develop business opportunities or expand business scale. We cannot assure you that we will be
able to improve our liquidity and achieve a net current asset position in the future, especially
before we commence commercial production.
In the future, we expect to increasingly rely on cash flows from operations to fund our
capital expenditure needs. There can be no assurance that our business will generate sufficient
cash flows from operations in the future to serve any future debts and satisfy necessary capital
expenditures. If we are unable to generate sufficient cash flow, we may be required to seek
additional financing, dispose of certain assets or seek to refinance some or all of our future
debts. If we are unable to repay any of our future debts when they fall due, our creditors may
take action to recover such debts, which may have a material adverse effect on our business,
financial condition and results of operations.
RISK FACTORS
–8 5–


--- page 97 ---
We recorded net operating cash outflows in the past.
We recorded net operating cash outflows of HK$47.5 million, HK$62.7 million and
HK$63.2 million for the years ended December 31, 2022, 2023 and 2024, respectively. In the
six months ended June 30, 2025, we generated cash inflow from operating activities of
HK$15.6 million. However, we cannot assure you that we will be able to generate operating
cash inflows going forward. Please see “Financial Information —Liquidity and Capital
Resources—Cash Flows” for details.
Negative operating cash flows would expose us to liquidity risk and adversely affect our
ability to make necessary capital expenditures, settle other payables or develop business
opportunities. There can be no assurance that we will be able to generate sufficient positive
operating cash flows to cover necessary capital expenditures, in which case we may have to
seek additional financing. There is no assurance that external financing would be available on
terms favorable or commercially reasonable to us, or at all. The failure to generate positive
operating cash flows or to secure sufficient external financing on a timely basis, on acceptable
terms or at all, could materially and adversely affect our business, financial condition and
results of operations.
Our actual operating costs may deviate from our estimation.
According to the Independent Technical Report, our total operating cash costs for the
Boguty Project are expected to be RMB463.2 million in 2025, and are expected to increase to
RMB562.7 million in 2027 when our Boguty Project reaches its target annual mining and
processing capacity of 4.95 Mtpa. However, such forecast operating costs are estimation only
and are subject to certain key assumptions including the SSU Contract, contracts with or
quotations from consumable providers, contracts with employees, the current government
contract for water price, and research on current and projected fuel and electricity prices. The
operating costs may escalate in the future, particularly during production commencement and
expansion, which may cause the actual operating cost to deviate from our estimation. Please
see “Financial Information—Forecast Operating Costs” for more details.
If accidents occur at our mines or other mines in Kazakhstan, our operations could be
materially and adversely affected.
Accidents may occur from time to time under certain circumstances including
mishandling of equipment and machinery, mishandling of dangerous articles, discharge and
release of hazardous substances and wastes, inclement and severe weather conditions and
natural disasters. There is no assurance that such accidents which may materially disrupt our
operation, result in property damage, severe personal injuries or even fatalities will not occur
during the course of our operations in the future. Should any accident occur as a result of any
of the foregoing events, our business, reputation, financial condition and results of operations
may be adversely affected, and we may be subject to penalties, civil liabilities or criminal
liabilities.
RISK FACTORS
–8 6–


--- page 98 ---
Our existing mining operations have a finite life and eventual closure of our operations
will entail costs and risks regarding on-going monitoring, rehabilitation and compliance
with environmental standards.
Our existing mining operations have a finite life. According to the Independent Technical
Report, the estimated mine life of our Boguty Project is approximately 15 years. We also need
to perform certain procedures to remedy and rehabilitate the environmental and social impact
our mining operations have had on local communities. Remediation, rehabilitation, closure and
removal of our facilities will incur various costs and are subject to various risks. The key costs
and risks for mine closures are: (i) long-term management of permanent engineered structures,
ensuring they are physically and chemically stable and non-polluting post-closure; (ii)
achievement of environmental closure standards (such as rehabilitation requirements) and
sustainable post-closure land use; (iii) orderly retrenchment of employees and contractors; and
(iv) relinquishment of the sites with associated permanent structures and community
development infrastructure and programs to new owners. The successful completion of these
tasks is dependent on our ability to successfully implement negotiated agreements with the
relevant government, community and employees. There is no assurance that such closure of
mines will be successful and without delays or additional costs. There is no assurance that we
will have sufficient financial, management and human resources to implement closure and land
reclamation plan in the future. The remediation, rehabilitation and closure may not be
implemented as planned. In the event that we experience a difficult closure, the consequences
of which would range from increased closure costs, handover delays and conflicts with local
communities in relation to ongoing monitoring and environmental rehabilitation costs and
damage to our reputation if desired outcomes cannot be achieved. Furthermore, we may be
subject to a variety of penalties, suspension of activity and ceasing of operations if we fail to
maintain compliance with applicable rehabilitation and closure obligations. As a result, our
business, financial condition and results of operations could be materially and adversely
affected.
The occurrence of natural disasters and prolonged periods of severe weather conditions
could have a material adverse effect on our operations.
Our development and mining operations are conducted outdoors. Our Boguty Project are
located in areas that experience severe weather conditions throughout the year, particularly in
winter, and extreme variability in winter and summer weathers. As a result, unfavorable
weather conditions could affect our operations and business. Inclement weather conditions,
including frosts, strong winds, dust storms, hail, drought, dry winds and snowstorms may cause
us to reduce operational activities, evacuate personnel, reduce mining activities or impede
transportation. Adverse weather conditions may also increase our costs and reduce our
production output as a result of potential equipment and facility repair and maintenance, power
outages, personnel evacuation and similar events. Any resulting damage to our Boguty Project
or delays in our operation due to adverse weather conditions could materially and adversely
affect our business, financial condition and results of operations.
RISK FACTORS
–8 7–


--- page 99 ---
Natural disasters, such as earthquakes, may also severely disrupt our business and
operations and could result in loss of lives, injury and destruction of assets. We did not incur
any expenses or suffer any losses during the Track Record Period and up to the Latest
Practicable Date as a result of any earthquake or any other natural disasters occurred in
Kazakhstan that had a material adverse effect upon our business, financial condition and results
of operations. However, we cannot assure you that such natural disasters will not, among other
things, damage our facilities and the surrounding infrastructure, block the access to our Boguty
Project and result in a suspension of our operations for an unpredictable period of time in the
future.
Fluctuations in foreign currencies may adversely affect our business, financial condition
and results of operations.
The prices of our tungsten products from our Boguty Project are expected to be mainly
quoted in RMB. However, as our Boguty Project and our suppliers for development and
production are expected to be located in Kazakhstan, a significant portion of our costs shall be
incurred in Tenge. We commenced commercial production in April 2025 and we expect to sell
our tungsten products primarily to the customers in the PRC, who shall pay us in RMB, in the
near term. If the Tenge were to strengthen against the RMB, we may need to adjust and increase
sales of our products to the customers outside the PRC who will typically settle payments in
U.S. dollars to mitigate the impact of the depreciation of RMB, which could have a material
adverse effect on our business, financial condition and results of operations. In addition, as we
have borrowed an Euro-denominated bank loan to fund the construction of our Boguty Project,
we are exposed to exchange losses due to the fluctuations in exchange rates of EUR.
The results of our operating subsidiaries are reported in the relevant functional currencies,
such as RMB and Tenge, while our Group’s consolidated results are reported in HK dollars.
The results of our Group’s operations are translated into HK dollars at the applicable currency
exchange rate for inclusion in our Group’s consolidated historical financial information. The
exchange rates between these functional currencies and the HK dollars have historically
fluctuated, and the translation effect of such fluctuations may have a material adverse effect on
both our Group members’ individual and our Group’s consolidated results of operations or
financial condition.
We recorded net foreign exchange losses under our net other losses of HK$32.5 million,
HK$9.6 million, HK$84.8 million, HK$30.5 million and HK$25.2 million in 2022, 2023 and
2024 and the six months ended June 30, 2024 and 2025, respectively; we also recorded net
foreign exchange losses related to borrowing under our net finance costs of HK$0.6 million,
HK$9.2 million, HK$107.8 million, nil and HK$93.1 million in 2022, 2023 and 2024 and the
six months ended June 30, 2024 and 2025, respectively, due to fluctuation in foreign exchange
rates. For more details, please refer to “Financial Information” and Accountant’s Report as set
out in Appendix I to this prospectus.
RISK FACTORS
–8 8–


--- page 100 ---
There are limited hedging instruments available to reduce our exposure to exchange rate
fluctuations. The cost of such hedging instruments may fluctuate significantly over time and
can outweigh the potential benefit from the reduced currency volatility. During the Track
Record Period, we did not enter into foreign exchange transactions such as long-term or
short-term forward and swap contracts to manage our foreign currency risks. However, even if
we enter into such contracts in the future, the effectiveness of these hedges may be limited, and
we may not be able to successfully hedge our exposure, or at all.
Any failure to maintain an effective quality control system for our construction,
production and other operational activities could have a material adverse effect on our
business, financial condition and results of operations.
As the quality of our products is critical to the success of our businesses, we must
maintain an effective quality control system for our construction, production and other
operational activities. The effectiveness of our quality control system depends significantly on
a number of factors, including the design of the system and the related training programs, as
well as our ability to ensure that our employees adhere to our quality control policies and
guidelines.
Any failure or deterioration of our quality control systems could result in defects in our
projects or products, which in turn may subject us to contractual, product liability and other
claims. Any such claims, regardless of whether they are ultimately successful, could cause us
to incur significant costs, harm our business reputation and result in significant disruption to
our operations. Furthermore, if any such claims were ultimately successful, we could be
required to pay substantial monetary damages or penalties, which could have a material
adverse effect on our business, financial condition, results of operations and reputation.
Our business and results of operations may be adversely affected by the ongoing military
conflicts around the world.
Tungsten is a critical metal used in various high-tech and defense applications, making it
a strategic resource for many countries, and it is crucial in manufacturing items such as
missiles, armor-piercing ammunition and electronics. Any disruption in the global tungsten
supply chain, whether due to conflict-related export restrictions, transportation disruptions or
supply chain bottlenecks, could lead to tungsten price volatility or even sanctions in the
tungsten trading market. This volatility could impact the profitability and stability of our
operations. In February 2022, Russia declared the commencement of special military operation
in the territory of Ukraine and Russian military forces deployed into Ukraine, which has
already caused and will continue to cause disruption in the international supply chain, trade,
logistics and, particularly, exchange rate market, leading to increasing volatility of tungsten
prices in the short term. Since October 2023, an armed conflict between Israel and Hamas-led
Palestinian militant groups has been taking place chiefly in and around the Gaza Strip, which
has led to and may continue to cause further disruption in the international supply chain, trade,
logistics and war-related materials, causing further volatility of tungsten prices in the short
term.
RISK FACTORS
–8 9–


--- page 101 ---
Due to the ongoing geopolitical uncertainty around the world, in particular regarding the
length of the conflicts and future actions that may be taken by the governments, there may be
continuous impact on the volatility of tungsten prices and our selling prices may be materially
impacted. In the event that tungsten prices decline sharply, our business, financial condition
and results of operations will be adversely and materially affected.
Additionally, heightened geopolitical tensions may create an uncertain business
environment, affecting investor confidence and regulatory stability. We may face increased
security risks or regulatory changes, impacting our ability to operate efficiently and safely.
Furthermore, we may experience delays or interruptions in importing necessary equipment or
exporting tungsten products to the international markets. Increased security measures, border
closures or trade restrictions imposed by affected countries could hinder our ability to conduct
business smoothly. Moreover, uncertainty surrounding trade relations and economic stability in
conflict-affected regions may deter international investors or partners, further complicating our
trade activities. In any of these events, our business, financial condition and results of
operations may be adversely and materially affected.
Our business could be impacted by political and economic sanctions, as well as geopolitics
and export control measures.
Our operations may be negatively affected by any deterioration in the political and
economic relations among countries and sanctions and export controls administered by the
relevant government authorities. For example, the United States and other jurisdictions or
organizations, including the European Union and the United Nations, have, through executive
orders, passing of legislations or other governmental means, implemented measures to impose
economic sanctions against certain countries or regions or against targeted industry sectors,
groups of companies or persons, and organizations within such countries or regions. Such laws
and regulations may be subject to frequent changes, and their interpretation and enforcement
involve substantial uncertainties, which may be heightened by national security.
We cannot assure you that we or our potential suppliers and customers will not be subject
to such restrictions in the future. Any potential restrictions imposed on us or our potential
suppliers and customers, as well as any associated inquiries or investigations or any other
government actions, may cause disruptions to our product offerings and business operations,
result in negative publicity, require significant management time and attention and subject us
to fines, penalties or orders. Any of the foregoing events may have a material and adverse
effect on our business, financial condition and results of operations.
RISK FACTORS
–9 0–


--- page 102 ---
Y ou may experience difficulties in effecting service of legal process, enforcing judgments
or bringing original actions in the jurisdictions where we operate based on foreign laws
against us and our management.
The recognition and enforcement of judicial decisions and arbitral awards across different
jurisdictions usually involve certain difficulties. If there is a treaty or agreement on mutual
legal assistance signed between countries or regions belonging to different jurisdictions, it is
necessary to carry out the required processes and procedures for the recognition and
enforcement of a foreign legal instrument in accordance with the relevant treaty or agreement,
and the recognition and enforcement of the foreign legal instrument can only be carried out
upon the approval of the local relevant competent authority. Such process may be complicated
and time-consuming with a possibility of non-recognition or non-enforcement. If there is no
such treaty or agreement, the application for the recognition and enforcement of a foreign legal
instrument can usually only be made through the principle of reciprocity, which may be even
more difficult or impossible.
Our operations could be materially and adversely affected by new potential strains of the
COVID-19 virus or other public health emergency.
The COVID-19 pandemic has resulted in a negative impact on the global economy since
2019. In response to the COVID-19 pandemic, governments across the world imposed travel
restrictions and/or lockdown to contain its transmission. While most of the mandatory
lockdowns, closure of workplaces and restrictions on mobility and travel in response to the
COVID-19 pandemic were lifted around the world in 2022, there is still uncertainty as to the
future impact of the virus.
Due to the travel and cross-border transportation restrictions imposed in the jurisdictions
where we operate, we experienced certain delays in the construction of our Boguty Project
during the Track Record Period and did not commence mining operations by 2022 in
accordance with addendum No. 3 to the SSU Contract. Please refer to “Business—Legal
Proceedings and Compliance—Delays in Commencing Mining Operations” for details of this
incident. We cannot assure you that the COVID-19 outbreak will not result in any further
material disruption to our business to the extent that the pandemic continues and/or new
variants of COVID-19 evolve to be more transmissible and virulent than the existing strains.
The impact of the COVID-19 outbreak on the local, national and global economies and on the
industries in which we and our major target customers operate could materially and adversely
affect our business operations, financial condition and results of operations. Any adverse
effects on our target major customers could impact their demand for our products or their
ability to settle our outstanding trade receivables. As a result, we cannot assure you that the
resurgence of the COVID-19 pandemic will not have a material and adverse effect on our
business, financial condition and results of operations.
RISK FACTORS
–9 1–


--- page 103 ---
RISKS RELATING TO OUR INDUSTRY
We are affected by alternatives to and changing demand for tungsten products.
Even if we commence production, there is no guarantee that our products will achieve
sufficient market acceptance among potential customers. In particular, the degree of market
acceptance of our tungsten products will be affected by the availability of alternatives to and
changing demand for tungsten products. If new alternatives that could potentially replace
tungsten and are more favorably received or cost effective than tungsten are introduced, metals
such as molybdenum, tantalum, niobium, chromium and iron, as well as new materials like
graphene, which may adversely affect the demand for our tungsten products, we may not be
able to sell our tungsten products at favorable prices and generate revenue. As a result, any
adverse change in market demand, customer preference or market prices for tungsten products
could have a material adverse effect on our business, financial condition and results of
operations.
Our operations are subject to environmental risk, and we are required to comply with
environmental laws and regulations which may continue to develop and change.
Our operations are subject to the environmental risks inherent in tungsten mining and
production. These risks may include risks of treatment and discharge of hazardous wastes and
materials and environmental rehabilitation. The occurrence of any of these risks could result
in damage to the environment or destruction of production facilities, personal injury, business
interruption, delay in production, increased production cost, monetary loss and possible legal
liability to us, which could materially and adversely affect our business, financial condition
and results of operations.
Our operations are subject to environmental laws and regulations in the regions in which
we operate. Our operations require numerous governmental approvals and permits related to
environmental protection, which could require us to make significant capital and maintenance
expenditures to comply with relevant laws and regulations. Our Kazakhstan Legal Advisors
have advised that any damage to the environment could lead to a substantial amount of
compensation to be borne by us, damage our reputation, cause delays in production or result
in a temporary or permanent closing of some or all of our mining processing facilities. These
potential liabilities arising from any non-compliance could have an adverse impact on our
business, financial condition and results of operations. While we monitor our compliance with
these permits and the environmental laws and regulations, we cannot guarantee that our
operations will not have environmental risks or hazards in the future.
RISK FACTORS
–9 2–


--- page 104 ---
We are also subject to future events, including changes in existing laws or regulations
related to environmental protection or enforcement policies, or further investigation or
evaluation of the potential environmental impact of some of our products or business activities,
which may result in additional compliance and other costs. We cannot assure you that any
national or local authorities in Kazakhstan will not enact or enforce new laws or regulations,
or amend existing laws or regulations related to environmental protection in a more stringent
manner. For further details on the relevant laws and regulations, please refer to “Regulatory
Overview.” More stringent laws and regulations, or interpretations of existing laws or
regulations related to environmental protection, may impose new liabilities on us, require us
to reduce operating hours or alter our tungsten processing processes, require additional
investment by us in pollution control equipment, or impede the opening of new or expansion
of existing facilities. For example, a new environmental code that came into force on July 1,
2021 substantially revised the state environmental regulations in Kazakhstan in terms of
conducting environmental impact assessments, issuing environmental permits, stimulating
reduction in emissions, improving the principles of emissions and waste management
regulations, and introducing progressive mechanisms for environmental regulations based on
the experience of the Organization for Economic Co-operation and Development countries.
Such costs, liabilities or disruptions in operations could materially and adversely affect our
business, financial condition and results of operations.
The Kazakhstani Government policies and regulations on the mining sector, including in
respect to pricing and export requirements, may affect our Group’s business.
As we engage in tungsten mining and production in Kazakhstan, our operation are subject
to various laws, regulations and government policies relating to a broad range of matters,
including but without limitation to, the SSU Code, Water Code, Land Code, Code on the Health
of the People and the Health Care System, Labor Code, Civil Protection Law and their
respective subordinated laws and regulations. In addition, we expect to export and sell most of
our tungsten products outside Kazakhstan, which will subject us to a variety of laws and
regulations relating to export and sale, including but without limitation to, the SSU Code, Tax
Code, Code on Customs, Currency Regulation and Currency Control Law and their respective
subordinated laws and regulations.
Our business is also subject to future events, including changes in existing laws,
regulations or government policies. Stricter laws and regulations, or more stringent
interpretations of existing laws or regulations, may impose new liabilities on us, which may
disrupt our business activities and materially and adversely affect the prices of our tungsten
products.
Given the magnitude, complexity and continuous amendments to the laws, regulations
and government policies, compliance therewith may be onerous and it may cost substantial
financial and other resources to establish efficient compliance and monitoring systems. The
liabilities, costs, obligations and requirements associated with these laws, regulations and
government policies may therefore be substantial and may delay the commencement of, or
RISK FACTORS
–9 3–


--- page 105 ---
cause interruptions to, our production. Non-compliance with the laws, regulations and
government policies applicable to our operations may even result in substantial penalties or
fines, suspension or revocation of our relevant licenses, termination of the mining contracts or
suspension of our operations, which could materially and adversely affect our business,
financial condition and results of operations.
RISKS RELATING TO CONDUCTING BUSINESS IN KAZAKHSTAN
We may be subject to tax liabilities in the event that Kazakhstan tax non-resident
investors who are ineligible for any tax exemptions fail to pay capital gain tax. As a result,
our Company, our Directors and the senior management may be held accountable for
relevant tax liabilities and may be subject to administrative or criminal penalties.
In the event that investors who are Kazakhstan tax non-residents become ineligible for
any tax exemptions, they will be subject to Kazakhstan income tax on capital gain derived from
the transfer of our Shares. Although the primary obligation to pay such taxes rests with the
disposing and/or acquiring investors (in cases where they are considered to be tax agents), if
Kazakhstan tax authorities determine that a Kazakhstan tax non-resident investor did not report
and/or pay tax on capital gain derived from our Shares, Kazakhstan tax authorities may seek
to recover such tax from us and further impose fines (up to 50% of the tax amount they fail
to collect from the relevant Kazakhstan tax non-resident investor) and late payment fees on us.
In the case where there is no tax agent involved in the transaction at issue, administrative and
criminal liabilities may also be imposed on the disposing investors, Subsidiary ZV and their
chief executive officers (directors) or other authorized personnel responsible for the
decisions/actions which led to the non-fulfillment of the respective tax obligation. Please refer
to “Regulatory Overview—Liability for Non-fulfillment of Tax Obligations” for further
details. The amount of such fines and late payment fees is difficult to estimate, therefore, we
cannot estimate the potential maximum exposures of our investors, us and our Directors due
to such non-fulfillment of the respective tax obligations, which could have a material adverse
effect on our business, financial condition and results of operations.
Changes to the Kazakhstan laws, regulations and governmental policies for the mining
industry may restrain our performance and subject us to potential liabilities and
additional financial obligations.
Our operations are governed by a wide range of Kazakhstan laws, regulations, policies,
standards and requirements in relation to, among other things, exploration, production and
sales of tungsten, taxation, labor standards, currency control and operation management. Please
refer to “Regulatory Overview” for the details of such regulatory framework concerning our
operations. The Kazakhstan local and central authorities exercise a substantial degree of
control over the mining industry in Kazakhstan. Any changes to these laws, regulations,
policies, standards and requirements or the interpretation or enforcement thereof may incur
additional compliance efforts and increase our operating costs and thus adversely affect our
business, financial condition, and results of operations.
RISK FACTORS
–9 4–


--- page 106 ---
Adverse changes in political, social and economic policies of the Kazakhstani Government
could have a material adverse effect on the overall economic growth of Kazakhstan.
Kazakhstan became an independent sovereign nation in 1991 following the break-up of
the Union of Soviet Socialist Republics (the “USSR” or the “Soviet Union”). A number of the
former republics of the USSR went through periods of political instability, civil unrest, military
action and territorial disputes accompanied by violence, while Kazakhstan had also undergone
major changes as part of its transformation from a centralized planned economy to a
free-market economy. Initially, this transformation was accompanied by political uncertainties
and strains, economic downturns caused by high inflation, volatility in the national currency
and rapid, although incomplete, changes to the legal environment. Since its independence, the
political situation in Kazakhstan has generally remained stable. However, certain social
disturbances, such as the regional demonstrations occurred in January 2022, may occur again
in the future.
Kazakhstan is an emerging market and we conduct our business operations in Kazakhstan.
We may be subject to certain risks, including legal, economic and political risks in conducting
business in Kazakhstan, than competitors in more developed markets. Our results of operations
are also sensitive to the economic, political and legal environment in Kazakhstan, and
Kazakhstan’s overall GDP growth. The Kazakhstan economy differs from the economies of
most developed countries in many respects, including that it:
 has a high level of government involvement;
 is in a relatively early stage of development of a market-oriented economy;
 has experienced rapid growth;
 has a controlled foreign exchange policy; and
 may be characterized by a relatively inefficient allocation of resources.
Furthermore, financial problems or an increase in the perceived risks associated with
investing in emerging economies may dampen foreign investment in Kazakhstan and adversely
affect Kazakhstan’s economy. In addition, companies operating in emerging markets can face
severe liquidity constraints if foreign funding resources are withdrawn. Whether or not
Kazakhstan’s economy is relatively stable, financial turmoil in any emerging market country,
could have a material adverse effect on our business, financial condition and results of
operations.
There is no assurance that any prolonged political instability will not exacerbate pressure
on the lawful currency of Kazakhstan and will not cause significant fluctuation on Tenge
against other foreign currencies and will not have a material adverse impact on the economic
environment of Kazakhstan. If any of these events occurs, it may in turn materially affect our
operations and our financial performance.
RISK FACTORS
–9 5–


--- page 107 ---
The laws and regulations of Kazakhstan are developing and uncertain, and any change in
laws or regulations or how they are interpreted require us to make substantial
expenditures or subject us to material liabilities or other sanctions.
The laws and regulations of Kazakhstan relating to foreign investment, subsoil use,
licensing, companies, customs, currency, capital markets, environmental protection, pensions,
insurance, banking, taxation and competition are still developing and are subject to periodic
changes. Any change in Kazakhstan laws or regulation could result in increased compliance
costs. Moreover, many such laws or regulations provide regulators and officials with
substantial discretion in their application, interpretation and enforcement.
In accordance with the Constitution of Kazakhstan, the subsoil and minerals in
Kazakhstan belong to the people and the state performs the ownership on behalf of the people.
Subsoil use rights are not granted in perpetuity, and any renewal must be agreed before the
expiration of the relevant contract or license. Occurrence of several relatively minor breaches
that were not rectified on time could conceivably lead to severe consequences, such as
termination of the subsoil use rights, and there are few precedents that would make the
consequences of a breach more predictable.
Subsoil use laws and regulations in Kazakhstan impose certain continuing obligations and
restrictions on subsoil users and require subsoil users to incur significant capital expenditure
and compliance costs. These significant expenditures and costs are incurred on an ongoing
basis and we will be obliged to incur them following the Listing. The relevant laws and
regulations may be unclear and vague with regards to the extent of the obligations and
restrictions that are relevant to us. In addition, the Kazakhstan regulatory authorities and courts
exercise considerable discretion in the interpretation and enforcement of these laws and
regulations, at times in a manner that is inconsistent with the relevant legislation and the
previous practice.
As a result, as advised by our Kazakhstan Legal Advisors, the competent authorities
routinely approach subsoil users in Kazakhstan in connection with various alleged breaches of
the applicable laws and regulations. As mentioned above, in the absence of a materiality
qualification under the relevant laws and regulations, such breaches could conceivably lead to
severe consequences, such as termination of the subsoil use rights. There can be no guarantee
that non-compliance (or alleged non-compliance) incidents related to our mining contracts will
not occur in the future.
We are required to obtain and maintain, on an ongoing basis, all permits, licenses,
approvals, registration, confirmation and other agreements as are required by the laws of
Kazakhstan. Failure to obtain or maintain any such permits, licenses, approvals, registration,
confirmation and other agreements could have a material adverse effect on our business,
financial condition and results of operations. Given Kazakhstan’s legislative, judicial and
administrative history, it is not possible to predict the effect of current and future legislation
on our business. Our ongoing rights under the SSU Contract, licenses, permits, approvals,
RISK FACTORS
–9 6–


--- page 108 ---
registration, confirmation and other agreements may be susceptible to revision or cancellation,
and legal redress in relation to such revocation or cancellation may be uncertain. Any changes
to our rights under the SSU Contract, licenses, permits and approvals (and any other relevant
legislative changes) or increased compliance costs could have a material adverse effect on our
business, financial condition and results of operations.
Kazakhstan’s judicial system is still under development, the limited experience and
perceived lack of independence of Kazakhstan’s judiciary, the potential difficulty of
enforcing court decisions and governmental discretion in enforcing claims could prevent
us or holders of our Shares from obtaining effective redress in a court proceeding.
The independence of the judicial system and its immunity from economic, political and
nationalistic influences in Kazakhstan cannot be guaranteed. Not all Kazakhstan legislation
and court decisions are readily available to the public or organized in a manner that facilitates
understanding. The Kazakhstan judicial system can be slow and court orders are not always
enforced or followed by law enforcement agencies. All of these shortcomings may affect our
ability or holders of our Shares to obtain effective legal redress in Kazakhstan courts. Further,
these uncertainties make judicial decisions in Kazakhstan difficult to predict and effective
redress uncertain and could have a material adverse effect on our business, financial condition
and results of operations.
Furthermore, as advised by our Kazakhstan Legal Advisors, claims arising from the use
of the infrastructure of the AIX by virtue of our Shares being listed and traded on the AIX will
be subject to consideration by the recently created court of the Astana International Financial
Center, which operates on the basis of the relevant act of the AIFC Council, which shall be
based on the procedural principles and norms of England and Wales and/or standards of the
leading world financial centers. Due to its very limited history of operation, the outcome of any
such proceedings are difficult to predict. These uncertainties make judicial decisions in
Kazakhstan difficult to predict and effective redress uncertain, which could have a material
adverse effect on our business, financial condition and results of operations.
It may be difficult to enforce legal judgment against us, our members or our Directors and
officers.
We are a holding company incorporated under the Hong Kong law with most of our
business operations conducted through our principal operating subsidiary registered in
Kazakhstan. Most of our Directors and officers are residents of jurisdictions outside Hong
Kong. A substantial portion of our assets and the assets of our Directors and officers, at any
one time, are and may be located in jurisdictions outside Hong Kong. It could be difficult for
investors to effect service of process within Hong Kong on our Directors and officers who
reside outside Hong Kong. Kazakhstan has no direct bilateral reciprocal agreements or
arrangements with Hong Kong that provide for the recognition and enforcement of any
judgments of the Hong Kong courts. As a result, it may be difficult for investors outside
Kazakhstan to enforce any judgments of the Hong Kong courts against us, our members or our
Directors and officers in Kazakhstan.
RISK FACTORS
–9 7–


--- page 109 ---
The taxation system and the interpretation and application of tax laws and regulations in
Kazakhstan are under development.
The tax environment in Kazakhstan is subject to change and inconsistent application and
interpretations. In particular, existing subsoil use contracts do not have tax stability starting
from January 1, 2009 and tax liabilities are computed under common regime based on the
current Kazakhstan tax law. This could result in unfavorable changes to the tax positions of
subsoil users, including us. Additionally, in certain circumstances, mining companies in
Kazakhstan theoretically may need to fulfill Kazakhstan income tax obligations for non-
residents transferring the Shares outside Kazakhstan. Non-compliance with Kazakhstan laws
and regulations as interpreted by the Kazakhstan authorities may lead to the assessment of
additional taxes, penalties and interest.
Kazakhstan tax legislation and practice are in a state of continuous development, and
therefore, are subject to varying interpretations and frequent changes, which may be
retroactive. In certain situations, to determine a tax base, the tax legislation refers to IFRS
provisions. In such cases, interpretation of IFRS provisions by the Kazakhstan tax authorities
may differ from accounting policies, judgments and estimates used by management for
preparation of these financial statements, and this may result in additional tax liabilities for us.
Tax periods remain open to retroactive review by the Kazakhstan tax authorities for three years,
and may be extended for up to five or more years (up to five years after expiration of the
relevant subsoil use contract for certain taxes) in certain circumstances.
The continuing evolvement and potential inconsistent implementation of Kazakhstan
taxes may result in unexpected tax liabilities that could contribute to a material adverse effect
on our business, financial condition and results of operations.
Kazakhstan has enacted a currency control law that may affect our foreign currency
dealings.
On July 1, 2019, the new Currency Regulation and Currency Control Law came into
force. It replaced the previous Law of the Republic of Kazakhstan “On Currency Regulation
and Currency Control” No. 57-III dated June 13, 2005. Under the Currency Regulation and
Currency Control Law, any currency transaction is subject to record registration (through
assignment of a tracking number) if such currency transaction provides for the transfer of
property (money) from/to Kazakhstan and/or involves a resident’s rights to demand the return
of property (money) by a non-resident (or resident’s obligation to return property (money) to
non-resident) in the amount exceeding an equivalent of US$500,000 or its equivalent.
RISK FACTORS
–9 8–


--- page 110 ---
Under the Rules for the implementation of export-import currency control, a foreign
exchange agreement for export or import is subject to record registration (assignment of
tracking number) if the amount of such agreement exceeds US$50,000 or its equivalent. The
rules for currency transactions also restrict the conversion of Tenge into foreign currency.
Specifically, resident legal entities (other than banks) can convert the Tenge per day into
foreign currency (up to an equivalent of US$50,000) for purposes other than repaying foreign
currency-denominated obligations only within certain limits each day. Such purposes include
the transfer of foreign currency to their own accounts in foreign banks, gratuitous transfers of
money in foreign currency, as well as crediting and/or transferring foreign currency to their
own accounts in Kazakhstan banks.
The National Bank of Kazakhstan (the “ NBK”) has made changes to the rules for
currency transactions to establish certain criteria to identify the transactions that are aimed at
transferring the funds out of Kazakhstan or evading the requirements imposed by the currency
regulations. Such transactions include, among others, provision of financial loans by residents
to non-residents and their non-affiliated entities on an interest-free basis, and transfer by
residents of their own funds in the amount exceeding US$50,000 or its equivalent to their
accounts in a foreign bank. Conducting those transactions does not require special permission
by the NBK or other Kazakhstani Government authorities, but requires the completion of
certain formalities as provided by the currency regulation rules. Those changes made by the
NBK came into force on January 1, 2024, and they may affect our business, financial condition
and results of operations.
The Currency Control Law empowers the Kazakhstani Government, by special action and
under circumstances when the economic security and stability of Kazakhstan’s financial system
is threatened, to introduce a special currency regime that may limit performance of certain
currency operations. Such limitations may, inter alia , include: (1) compulsory sale of foreign
currency received by residents; (2) placement of a certain portion of funds resulting from
currency transactions into an interest free deposit in a Kazakhstan licensed bank or the NBK;
(3) restrict the use of accounts in foreign banks; and (4) require a special permit from the NBK
for conducting currency transactions. The Kazakhstani Government, on the basis of a joint
submission by the NBK and the relevant authorized bodies, may impose other limitations with
respect to currency transactions. The Currency Control Law also provides for a new power of
the NBK to restrict the conversion of the Tenge into foreign currency. Specifically, under the
Currency Control Law, the NBK establishes limits for resident legal entities to convert Tenge
into foreign currency for certain specified purposes (determined by the NBK). In order for
Kazakhstan to remain in compliance with its membership obligations under the Charter of the
International Monetary Fund, the new currency regime cannot restrict residents from repaying
foreign currency-denominated obligations. It is at present unclear how the new currency
regime will ultimately impact us. However, significant restrictions on our foreign currency
dealings could have a material adverse effect on our business, financial condition and results
of operations.
RISK FACTORS
–9 9–


--- page 111 ---
We cannot guarantee the accuracy of facts, forecasts and statistics with respect to
Kazakhstan, the Kazakhstan economy and our relevant industries contained in this
prospectus.
Certain facts, forecasts and statistics in this prospectus relating to Kazakhstan, the
Kazakhstan economy and industries relevant to us have been derived from information
provided or published by Kazakhstan authorities, industry associations, independent research
institutions or other third-party sources, and we cannot guarantee the quality nor reliability of
such source materials. Certain information and statistics have been extracted from a market
research report by Frost & Sullivan, an independent third party that we commissioned. Such
information has not been prepared or independently verified by us, the Sole Sponsor, the Sole
Representative, the Sole Sponsor-Overall Coordinator, the Overall Coordinators, the Joint
Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market
Intermediaries, any of the Underwriters, or any of our or their respective directors, supervisors,
officers, employees, advisors, agents or representatives or any other party involved in the
Global Offering. Therefore, we make no representation as to the accuracy of such facts,
forecasts and statistics, which may not be consistent with other information compiled within
or outside Kazakhstan. Due to possibly flawed or ineffective collection methods or
discrepancies between published information and market practice, the statistics herein may be
inaccurate or incomparable to statistics produced for other economies and should not be relied
upon. Furthermore, there can be no assurance that they are stated or compiled on the same
basis, or with the same degree of accuracy, as similar statistics presented elsewhere. In all
cases, investors should consider how much weight or importance they should attach to or place
on such facts, forecasts or statistics.
RISKS RELATING TO THE GLOBAL OFFERING
We will be concurrently subject to Hong Kong and Kazakhstan listing and regulatory
requirements, which may give rise to additional costs.
We plan to issue 1,317,600 Shares, which represents approximately 1.2% of the Offer
Shares (subject to reallocation and assuming the Over-allotment Option is not exercised),
through the AIX Offering. Please refer to “History and Corporate Structure—Our Listing on
the AIX” in this prospectus for further details. We will be subject to both the Hong Kong laws,
rules and regulations, including but not limited to the Listing Rules, the Takeovers Code and
Part XV of the SFO, and the AIX or AIFC rules and regulations, including but not limited to
the AIX Business Rules (which include AIX Market Disclosure Rules, AIX Markets Listing
Rules, AIX Admissions and Disclosure Standards for Issuers, AIX Prospectus Rules) and AIFC
Market Rules. If any conflict between the Hong Kong laws, rules and regulations, and the
Kazakhstan or AIFC laws, rules and regulations arises, we shall comply with the more
restrictive and stringent rule. As such, we may incur additional costs and resources in
complying with the requirements of both Hong Kong and Kazakhstan or the AIFC.
RISK FACTORS
– 100 –


--- page 112 ---
There has been no prior public market for our Shares, and an active trading market may
not develop after the Global Offering.
Prior to the Global Offering, there was no public market for our Shares. There can be no
guarantee that an active trading market for our Shares will develop or be sustained after the
completion of the Global Offering. The market price of our Shares may drop below the Offer
Price at any time after completion of the Global Offering.
In addition, the trading price of our Shares may be volatile and could fluctuate widely in
response to factors beyond our control, including general market conditions of the securities
markets in Hong Kong, the United States and elsewhere in the world. In particular, the
performance and fluctuation of the market prices of other companies that have listed their
securities in Hong Kong may affect the volatility in the price of and trading volumes for our
Shares, and the price of our Shares may not reflect our actual results of operations.
The liquidity, trading volume and market price of the Shares following our Global
Offering may be volatile.
The price at which our Shares will trade after the Global Offering will be determined by
the marketplace, which may be influenced by many factors, some of which are beyond our
control, including:
 variations in our financial results;
 changes in securities analysts’ estimates, if any, of our financial performance;
 the history of, and the prospects for, us and the industry in which we compete;
 an assessment of our management, our past and present operations, and the
prospects for, and timing of, our future revenues and cost structures, such as the
views of independent research analysts, if any;
 the present state of our development;
 addition or departure of our key personnel or senior management;
 new investments, acquisitions, joint ventures or alliances in the future;
 the valuation of publicly traded companies that are engaged in business activities
similar to ours;
RISK FACTORS
– 101 –


--- page 113 ---
 actions taken by our competitors;
 general market sentiment regarding (i) the tungsten mining industry in Kazakhstan;
and (ii) the tungsten products in general;
 changes in laws and regulations in Kazakhstan and Hong Kong;
 our inability to compete effectively in the market;
 our inability to obtain or maintain regulatory approval for our operations;
 unexpected business interruptions resulting from natural disasters or power
shortages; and
 political, economic, financial and social developments in Kazakhstan, Hong Kong
and worldwide.
In addition, the Stock Exchange has from time to time experienced significant price and
volume fluctuations that have affected the market prices for the securities of companies listed
on the Stock Exchange. Such volatility has not always been directly related to the performance
of the specific companies whose shares are traded. As a result, investors in our Shares may
experience volatility in the market price of our Shares and a decrease in the value of our Shares
regardless of our operating performance or prospects.
We will need to maintain our Shares on the Official List of the AIX and/or on the Stock
Exchange in order for the holders of our Shares to enjoy the exemption under the SSU
Code for subsequent transactions after the listing of our Shares on the AIX and/or on the
Stock Exchange.
The SSU Code requires obtaining permission from the relevant competent authority for
any transfer of subsoil use rights (or a part thereof) or any direct or indirect interest in a subsoil
user, including for purposes of the listing and trading on the Official List of the AIX and/or on
the Stock Exchange. Certain transfers ( e.g. transfer of less than 1% of the shares, transfer
between legal entities each of which is 99% or more owned by one and the same person
provided that such legal entities are not registered in the offshore countries, and transfer by
way of succession on the basis of a transfer deed at reorganization of a legal entity) are exempt
from such requirement. After obtaining the relevant competent authority’s permission for the
listing of our Shares on the AIX and/or on the Stock Exchange, all subsequent transactions with
our Shares after the listing of our Shares on the AIX and/or on the Stock Exchange do not
require the permission of the relevant competent authority, except for further additionally
issued shares. Accordingly, if our Shares are delisted from the AIX and the Stock Exchange for
any reason, the holders of our Shares can no longer rely on such exemption under the SSU
Code, and therefore, the corresponding transfers of our Shares will be subject to the permission
of the relevant competent authority.
RISK FACTORS
– 102 –


--- page 114 ---
We cannot guarantee the accuracy of facts and other statistics with respect to certain
information obtained from the Frost & Sullivan Report and Independent Technical
Report contained in this prospectus.
Certain facts and statistics in this prospectus, including but not limited to information and
statistics relating to the market size, ranking and trends, are based on the Frost & Sullivan
Report, the Independent Technical Report or are derived from various publicly available
publications.
We cannot, however, guarantee the quality or reliability of such facts and statistics.
Although we have taken reasonable care to ensure that the facts and statistics presented are
accurately extracted and reproduced from such publications, including the Frost & Sullivan
Report and the Independent Technical Report, they have not been independently verified by us,
the Sole Sponsor, the Sole Global Coordinator, the Underwriters, nor our or their respective
affiliates or advisors or any other parties involved in the Global Offering (except Frost &
Sullivan and the Independent Technical Consultant themselves, respectively) and no
representation is given as to its accuracy. We therefore make no representation as to the
accuracy of such facts and statistics which may not be consistent with other information
complied by other sources and prospective investors should not place undue reliance on any
facts and statistics derived from public sources or the Frost & Sullivan Report and the
Independent Technical Report contained in this prospectus.
Further issuances or sales, or perceived possible issuances or sales, of substantial amounts
of the Shares in the public market could materially and adversely affect the prevailing
market price of the Shares and our Company’s ability to raise capital in the future.
The market price of the Shares could decline as a result of future sales of substantial
amounts of the Shares or other securities relating to the Shares in the public market, or the
issuance of new Shares by our Company, or the perception that such sales or issuances may
occur. Future sales, or perceived possible sales, of substantial amounts of the Shares could also
materially and adversely affect our Company’s ability to raise capital in the future at a time and
at a price favorable to our Company, and the holders of our Shares may experience dilution in
their holdings upon issuance or sale of additional Shares or other securities in the future.
We have been granted waiver from strict compliance with certain requirements of the
Listing Rules by the Stock Exchange, however this waiver could be revoked, exposing us
and our Shareholders to additional legal and compliance obligations.
We have applied for, and the Stock Exchange, has granted to us, waiver from strict
compliance with the Listing Rules. Please refer to “Waivers from Strict Compliance with the
Listing Rules” for further details. There is no assurance that the Stock Exchange will not
revoke the waiver granted or impose certain conditions on the waiver. If the waiver was to be
revoked or to be subject to certain conditions, we may be subject to additional compliance
obligations, incur additional compliance costs and face uncertainties arising from issues of
multi-jurisdictional compliance, all of which could adversely affect us and our Shareholders.
RISK FACTORS
– 103 –


--- page 115 ---
The Astana International Exchange (AIX) has a very short history of operations.
The Shares will be traded on the AIX in the AIFC. The AIX was launched in July 2018,
and therefore, has a relatively short history of operation. Since its launch, the AIX’s technology
and infrastructure have proven sufficient and reliable to continuously facilitate trading and
post-trade operations, including during times of high volatility and market turmoil caused by
the COVID-19 outbreak and recent geopolitical events in Kazakhstan and globally. In general,
the domestic capital markets in Kazakhstan face a lack of liquidity, which is a common aspect
of frontier markets. Such lack of liquidity may materially affect the pricing of the Shares.
Both Kazakhstan tax resident investors and tax non-resident investors may be subject to
Kazakhstan income tax for capital gains or dividends derived from our Shares, unless
they are eligible for applicable tax exemptions.
According to the Tax Code, in the absence of tax exemptions, investors who are
Kazakhstan tax residents may be subject to Kazakhstan income tax on (i) capital gains derived
from the transfer of our Shares and (ii) dividends received on our Shares; and investors who
are Kazakhstan tax non-residents may be subject to income tax on capital gain derived from
the transfer of our Shares.
The AIFC Constitutional Law grants AIFC Exemption. Pursuant to the AIFC Exemption
individuals and legal entities, irrespective of their tax residency status, are exempt from
Kazakhstan income tax on dividends (subject to, in respect of Kazakhstan tax resident
individuals and tax non-residents, a trading criteria) received on, and capital gains derived
from the transfer of securities listed on the AIX, until January 1, 2066. The aforementioned
trading criteria, which were not included in the AIFC Constitutional Law or the AIFC
Exemption as originally enacted, are only relevant for the taxation on dividends and not capital
gains. Such trading criteria were introduced in 2023 to limit the applicability of exemptions
related to dividends for companies that listed their shares but with no active trading by public
(i.e., listing merely for accessing the exemption), and were further amended retroactively to
exclude resident legal entities. The trading criteria are published on the AIX website on a
regular basis and the tax resident individual investors should monitor and assess the trading
criteria for the tax periods in which they receive dividends that are subject to tax. However, the
trading criteria are not applicable to non-resident investors as there is no Kazakhstan tax on
dividends (to be paid by our Company) payable to and to be received by non-resident investors.
As of the Latest Practicable Date, there had been reported failures by securities listed on the
AIX to meet any of the trading criteria, which means that the shares of these companies were
not actively traded on the AIX.
As advised by our Kazakhstan Tax Advisors and confirmed by our Kazakhstan Legal
Advisors, in practice, the relevant authority would monitor the trading data published by the
AIX on its website to assess whether a company has satisfied the trading criteria.
RISK FACTORS
– 104 –


--- page 116 ---
The AIFC Exemption may become unavailable if it is abolished/modified or if the Shares
are delisted from the AIX. While we are pursuing the listing of our Shares on both AIX and
the Stock Exchange, we cannot assure you that we will obtain approval by AIX of the
admission of our Shares to the Official List of the AIX. If we fail to list our Shares on the AIX,
or if our Shares are later removed from the Official List of the AIX, holders of our Shares
(including both Kazakhstan tax residents and Kazakhstan tax non-residents) will not be able to
rely on the AIFC Exemption and may therefore be subject to Kazakhstan income tax on capital
gains derived from the transfer of our Shares and/or dividends received on our Shares, unless
they are eligible for any other tax exemptions. Furthermore, if our Shares are listed on the AIX
(i.e., being included into the Official List of the AIX according to the Tax Code) after they are
listed on the Stock Exchange, such time gap ( i.e., the interval between (i) the Listing on the
Stock Exchange and (ii) publication of the “Notice of Admission to the Official List” on the
AIX) would cause the holders of our Shares not to be able to rely on the AIFC Exemption until
our Shares are listed on the AIX. The Company’s advisor for the AIX Listing had conducted
consultations with the Head of Public Issuers of AIX (who at the time of the consultation held
the role of the Public Issuers Associate). The Head of Public Issuers typically (i) serves as the
official-in-charge of the listing procedures, reporting directly to the chief executive officer of
the AIX, and (ii) acts as the authorized representative responsible for, among others, approving
the listing documents and listing applications for the AIX. Based on the consultations with the
Head of Public Issuers, the AIX is committed to providing the best assistance to ensure the
timely publication of the Notice of Admission to the Official List on AIX website, tentatively
before 6:00 a.m. ALMT (9:00 a.m. HKT) on the Listing Date, ensuring that the AIFC
Exemption applies immediately upon the Listing in Hong Kong, thereby protecting the
Shareholders in Hong Kong from tax liability.
While the Tax Code provides additional exemptions with respect to transactions with
securities as set forth below, the availability of these exemptions is subject to additional
conditions and criteria as further described in “Regulatory Overview — Exemptions under the
AIFC Constitutional Law and the Tax Code,” and we cannot assure you that those conditions
and criteria would be satisfied. The tax exemptions included in the Tax Code are summarized
below:
 Dividends received by tax resident Investors (legal entities) from the Shares will be
exempt from the Tax under the general provisions of the Tax Code.
 Dividends received by tax resident investors (individuals) will be exempt from the
Tax in the case where such Shares are listed and trading on the AIX if the following
trading criteria established by the Kazakhstani Government are met: (i) trading
volume is at least KZT25 million per calendar month and (ii) the number of
transactions with securities is at least 50 transactions per calendar month. Dividends
received by tax non-resident investors (both legal entities and individuals) are
outside the scope of Kazakhstan taxation.
RISK FACTORS
– 105 –


--- page 117 ---
 Capital gains received by individual investors (both residents and non-residents) and
tax resident legal entity investors from disposal of the Shares will be exempt from
the tax if the sale of the Shares is contemplated by way of an open trade on the AIX
provided that such Shares are included into Official List of the AIX as of the date
of their sale, which is only available for the Shares traded on the AIX and not
available for the Shares traded on the Stock Exchange.
 Capital gains received by tax non-resident legal entity investors will be exempt from
the tax if the sale of the Shares is contemplated by way of an open trade on the AIX
or on the Stock Exchange, provided that the Shares are included into the Official
List of these stock exchanges as of the date of their sale.
There is no certainty as to the interpretation that may be taken by Kazakhstan tax
authorities in relation to the applicability of any tax exemptions, including but not limited to
the AIFC Exemption. There is no guarantee the Kazakhstan tax authorities would interpret or
enforce the provisions of the tax exemptions in the manner described above.
In the event that the AIFC Exemption is not available, there is currently no effective and
comprehensive mechanism for investors and our Company to assess, report and settle the
respective capital gain tax and dividend income tax obligation and we cannot estimate the
potential maximum exposures of our investors, us and our Directors if the AIFC Exemption
becomes unavailable.
It may be difficult for investors to fulfill their capital gain tax obligations if the
open-trade exemptions are removed given that the identities of those disposing and
acquiring Shares for on-market trades may not be ascertained.
While the Tax Code provides certain open-trade exemptions as described in “—Both
Kazakhstan tax resident investors and tax non-resident investors may be subject to Kazakhstan
income tax for capital gains or dividends derived from our Shares, unless they are eligible for
applicable tax exemptions” above, there is no certainty as to the interpretation that may be
taken by Kazakhstan tax authorities in relation to the applicability of such open-trade tax
exemptions. There is no guarantee the Kazakhstan tax authorities would interpret or enforce the
provisions of the open-trade tax exemptions in the manner described in the Tax Code. In the
event that the open-trade exemptions are removed and the investors are unable to enjoy any
other tax exemptions, such investors will be subject to the Tax (with a tax rate ranging 10%
to 20% depending on their residency and status) in Kazakhstan in respect of the capital gains
from the disposal of our Shares. However, given that the identities of those disposing and
acquiring our Shares for on-market trades may not be ascertained, it may be difficult for the
affected investors to fulfill their capital gain tax obligations properly and the potential
maximum exposures of our investors due to such non-fulfillment are difficult to predict.
RISK FACTORS
– 106 –


--- page 118 ---
We strongly caution you not to place any reliance on any information contained in press
articles or other media regarding us or the Global Offering.
There may be, subsequent to the date of this prospectus but prior to the completion of the
Global Offering, press and media coverage regarding us and the Global Offering, which
contained, among other things, certain financial information, projections, valuations and other
forward-looking information about us and the Global Offering. We have not authorized the
disclosure of any such information in the press or media and do not accept responsibility for
the accuracy or completeness of such press articles or other media coverage. We make no
representation as to the appropriateness, accuracy, completeness or reliability of any of the
projections, valuations or other forward-looking information about us. To the extent such
statements are inconsistent with, or conflict with, the information contained in this prospectus,
we disclaim responsibility for them. Accordingly, prospective investors are cautioned to make
their investment decisions on the basis of the information contained in this prospectus only and
should not rely on any other information.
You should rely solely upon the information contained in this prospectus and any formal
announcements made by us in Hong Kong or Kazakhstan in making your investment decision
regarding our Shares. We do not accept any responsibility for the accuracy or completeness of
any information reported by the press or other media, nor the fairness or appropriateness of any
forecasts, views or opinions expressed by the press or other media regarding our Shares, the
Global Offering or us. We make no representation as to the appropriateness, accuracy,
completeness or reliability of any such data or publication. Accordingly, prospective investors
should not rely on any such information, reports or publications in making their decisions as
to whether to invest in our Company. By applying to subscribe our Shares in the Global
Offering, you will be deemed to have agreed that you will not rely on any information other
than that contained in this prospectus.
Forward-looking statements contained in this prospectus are subject to risks and
uncertainties and could prove inaccurate.
This prospectus contains certain statements and information that are forward-looking and
uses forward-looking terminology such as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “forecast,” “going forward,” “intend,” “may,” “ought to,” “plan,” “potential,”
“predict,” “project,” “seek,” “should,” “will,” “would,” “wish” and the negative of these words
and other similar expressions. You are cautioned that reliance on any forward-looking
statement involves risks and uncertainties and that any or all of those assumptions could prove
to be inaccurate and as a result, the forward-looking statements based on those assumptions
could also be incorrect. In light of these and other risks and uncertainties, the inclusion of
forward-looking statements in this prospectus should not be regarded as representations or
warranties by us that our plans and objectives will be achieved and these forward-looking
statements should be considered in light of various important factors, including those set forth
in this section. Subject to the requirements of the Listing Rules, we do not intend to update or
otherwise revise the forward-looking statements in this prospectus to the public, whether as a
result of new information, future events or otherwise. Accordingly, you should not place undue
reliance on any forward-looking information. All forward-looking statements in this prospectus
are qualified by reference to this cautionary statement.
RISK FACTORS
– 107 –


--- page 119 ---
In preparation for the Listing, we have sought the following waivers from strict
compliance with the relevant provisions of the Listing Rules.
BASIC CONDITIONS FOR LISTING IN RELATION TO QUALIFICATIONS FOR
LISTING
According to Rule 8.05 of the Listing Rules, an issuer must satisfy one of the three tests
in relation to: (a) profit; (b) market capitalization, revenue and cash flow; or (c) market
capitalization and revenue requirements (collectively, the “ Financial Standards
Requirements ”).
Pursuant to Rules 8.05B(1) and 18.04 of the Listing Rules, a mineral company that is
unable to satisfy the Financial Standards Requirements may still apply to be listed if the Stock
Exchange is satisfied that the directors and senior managers of the issuer, taken together, have
sufficient experience relevant to the exploration and/or extraction activity that the mineral
company is pursuing (the “ Relevant Experience Requirements ”). Sufficient and relevant
experience are demonstrated by a five-year or more experience in the exploration for and/or
extraction of relevant natural resources of the issuer.
Reference is also made to Chapter 2.6 of the Guide for New Listing Applicants, whereby
a mineral company can rely on Rule 18.04 of the Listing Rules for the exemption of Rule 8.05
of the Listing Rules if it can (i) demonstrate a clear path to commercial production; (ii) disclose
in the listing document details of the plan to provide investors sufficient information to
perform an informed assessment on its value; and (iii) meet the Relevant Experience
Requirements. In particular, where the experience of the directors or management in
commodities or minerals is different from the applicant’s operations, the Stock Exchange will
consider (i) whether such skills are transferable to the applicant’s mining activities; and (ii) the
directors’ or management’s academic and professional qualifications, significant mining
related achievements/awards, and contribution to the mining industry and/or any Mineral
Companies (as defined in the Listing Rules).
We are unable to meet the Financial Standards Requirements. We have therefore applied
for, and the Stock Exchange has granted us a waiver from strict compliance with Rule 8.05 of
the Listing Rules in accordance with Rules 8.05B(1) and 18.04 of the Listing Rules on the
grounds as follows:
(a) our Company was principally engaged in exploration, development, production of
Tungsten ore in Kazakhstan and is a mineral company to which Chapter 18 of the
Listing Rules applies;
(b) our inability to comply with the Financial Standards Requirements under Rule 8.05
of the Listing Rules is due to the fact that, throughout the Track Record Period, we
had been in pre-production, exploration and/or development phase;
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
– 108 –


--- page 120 ---
(c) we are able to demonstrate a clear path to commercial production of the Boguty
Project. For details of how our Boguty Project have a clear path to commercial
production, please refer to the paragraphs headed “Our Mineral Assets and Mining
Rights” for our mining assets and “Development Plan and Planned Production
Schedule” for a detailed plan to achieve profitable commercial production in the
“Business” section of this prospectus;
(d) our Directors confirm that all the information that is necessary for the public to
make an informed assessment of our Company’s activities and financial position has
been included in this prospectus; and
(e) one executive Director and five other senior management members of our Company,
namely Mr. Wang Zhongwei ( ӓʕਃ), Mr. Liu Peng ( ᄎᘄ), Mr. Zhao Yingfeng
(ቜ), Mr. Chen Bo (تMr. Zhou Xu ( մϛ), and Mr. Zhang Shengyi ( ੵ௷
່) possess sufficient experience relevant to the exploration and/or extraction
activity of tungsten mines, having 30, 23, 24, 24, 15 and 42 years of experience in
the mining industry, respectively, as well as academic and professional
qualifications and mining related achievements and awards. According to the advice
from the Independent Technical Consultant (further details of which are set out in
the respective biographical details of each of the above Director and senior
management members in “Directors and Senior Management” of this prospectus),
our Company is of the view that our executive Director’s and our senior
management members’ experiences in mining and beneficiation are transferable to
our Company’s mining activities of tungsten. For details of the biographical
information of our Directors and senior management, please refer to the section
headed “Directors and Senior Management” of this prospectus. In this regard, we are
of the view that our Directors and senior management members, taken together, have
sufficient experience that is specifically relevant to the exploration and/or extraction
activities that we are pursuing and therefore can meet the Relevant Experience
Requirements.
Our Directors believe that waiver from strict compliance with Rule 8.05 of the Listing
Rules will not prejudice the interests of the public investors.
MANAGEMENT PRESENCE
Pursuant to Rules 8.12 of the Listing Rules, our Company must have sufficient
management presence in Hong Kong, which normally means that at least two of our executive
Directors must ordinarily reside in Hong Kong.
Given that our business operations are principally located and conducted in Kazakhstan
and the PRC, and the majority of our Company’s executive Directors principally reside in the
PRC, and the management and operation of our Group have mainly been under supervision of
our executive Directors, who are principally responsible for the overall management, corporate
strategy, planning, business development and control of our Group’s business, we do not have,
and do not contemplate in the foreseeable future that we will have sufficient management
presence in Hong Kong for the purpose of satisfying the requirement under Rule 8.12 of the
Listing Rules.
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
– 109 –


--- page 121 ---
Accordingly, we have applied for and the Stock Exchange has granted us a waiver from
strict compliance with Rule 8.12 of the Listing Rules based on the following conditions:
(a) Authorized Representatives: We have appointed Mr. Qiu Huaizhi (ᕿ౽) and Ms.
Liu Wenjing ( ᄎ˖᎑) as our authorized representatives (“ Authorized
Representatives ”) for the purpose of Rule 3.05 of the Listing Rules. The Authorized
Representatives will act as our principal channel of communication with the Stock
Exchange and would be readily contactable by phone, facsimile and email to deal
promptly with enquiries from the Stock Exchange. Our Company has provided
contact details of the two Authorized Representatives to the Stock Exchange and
will inform the Stock Exchange as soon as practicable in respect of any change in
our Authorized Representatives. Mr. Qiu has confirmed that he possesses valid
travel documents to visit Hong Kong and will be able to meet with the Stock
Exchange to discuss any matters in relation to our Company within a reasonable
period of time, when required. Please refer to the section headed “Directors and
Senior Management” for more information about our Authorized Representatives;
(b) Directors: When the Stock Exchange wishes to contact our Directors on any matter,
each of the Authorized Representatives will have all necessary means to contact all
of our Directors (including our independent non-executive Directors) promptly at all
times. To facilitate communication with the Stock Exchange, we have provided the
Authorized Representatives and the Stock Exchange with the contact details (such
as mobile phone numbers, office phone numbers, facsimile number and e-mail
addresses, to the extent possible) of each of our Directors such that the Authorized
Representatives would have the means for contacting all our Directors promptly at
all times as and when the Stock Exchange wishes to contact our Directors on any
matters. In the event that any Director expects to travel or is otherwise out of office,
he or she will provide the telephone number of the place of his or her
accommodation to the Authorized Representatives. To the best of our knowledge and
information, each of our Directors who does not ordinarily reside in Hong Kong
possesses or can apply for valid travel documents to visit Hong Kong and will be
able to meet with the Stock Exchange within a reasonable period of time upon
request; and
(c) Compliance Advisor: We have appointed Guolian Securities International Capital
Market Co., Limited as our compliance advisor (“ Compliance Advisor ”) pursuant
to Rule 3A.19 of the Listing Rules, who will provide us with professional advice on
continuing obligations under the Listing Rules and act as our additional channel of
communication with the Stock Exchange during the period from the Listing Date to
the date on which we comply with Rule 13.46 of the Listing Rules in respect of our
financial results for the first full financial year immediately after the Listing. The
Compliance Advisor will have access at all times to our Authorized Representatives,
the Directors, and other senior management and act as the additional channel of
communication with the Stock Exchange and answer enquiries from the Stock
Exchange. The contact details of the Compliance Advisor have been provided to the
Stock Exchange. We will also inform the Stock Exchange promptly in respect of any
change in the Compliance Advisor.
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
–1 1 0–


--- page 122 ---
NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS
We have entered into and are expected to continue with certain transactions after the
Listing which will constitute our non-exempt continuing connected transactions under Chapter
14A of Listing Rules. We have applied to the Stock Exchange for, and the Stock Exchange has
granted us, waivers in relation to certain continuing connected transactions between us and our
connected persons under Chapter 14A of the Listing Rules.
See the section headed “Connected Transactions” in this prospectus for details.
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
– 111 –


--- page 123 ---
DIRECTORS’ RESPONSIBILITY FOR THE CONTENT OF THIS PROSPECTUS
This prospectus, for which the Directors (including any proposed Director who is named
as such in this prospectus) collectively and individually accept full responsibility, includes
particulars given in compliance with the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules (Chapter 571V
of the Laws of Hong Kong) and the Listing Rules for the purpose of giving information with
regard to us. Our Directors, having made all reasonable enquiries, confirmed that to the best
of their knowledge and belief, the information contained in this prospectus is accurate and
complete in all material respects and not misleading or deceptive, and there are no other
matters the omission of which would make any statement herein or this prospectus misleading.
UNDERWRITING AND INFORMATION ON THE GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering,
which forms part of the Global Offering. For applicants under the Hong Kong Public Offering,
this prospectus sets out the terms and conditions of the Hong Kong Public Offering.
The Hong Kong Offer Shares are offered solely on the basis of the information contained
and representations made in this prospectus and on the terms and subject to the conditions set
out in this prospectus. No person is authorized to give any information in connection with the
Global Offering or to make any representation not contained in this prospectus, and any
information or representation not contained herein must not be relied upon as having been
authorized by us, the Sole Sponsor, the Sole Representative, the Sole Sponsor-Overall
Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners,
the Joint Lead Managers, the Capital Market Intermediaries and the Underwriters, any of our
or their respective directors, officers, employees, agents, representatives or professional
advisors or any of them, or any other person or party involved in the Global Offering.
Neither the delivery of this prospectus nor any offering, sale or delivery made in
connection with the Offer Shares should, under any circumstances, constitute a representation
that there has been no change or development reasonably likely to involve a change in our
affairs since the date of this prospectus or imply that the information contained in this
prospectus is correct as of any date subsequent to the date of this prospectus.
Details of the structure of the Global Offering, including its conditions, are set out in
“Structure of the Global Offering” and the procedures for applying for the Hong Kong Offer
Shares are set out in “How to Apply for Hong Kong Offer Shares.”
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–1 1 2–


--- page 124 ---
The Listing on the Stock Exchange is sponsored by the Sole Sponsor and the Global
Offering is managed by the Sole Representative. The Hong Kong Public Offering is fully
underwritten by the Hong Kong Underwriters subject to the terms and conditions of the Hong
Kong Underwriting Agreement. The International Offering is fully underwritten by the
International Underwriters subject to the terms and conditions of the International
Underwriting Agreement. The International Underwriting Agreement relating to the
International Offering is expected to be entered into on or about Tuesday, August 26, 2025.
The Global Offering is a dual primary listing on both the Stock Exchange and the AIX.
In order for the investors of our Company to enjoy the benefits of the dual listing on AIX, our
Company will offer 1,317,600 Shares, which represents approximately 1.2% of the total
number of new Shares offered in the Global Offering and the number of Shares to be issued
pursuant to the AIX Offering (subject to reallocation and assuming the Over-allotment Option
is not exercised). Shares are offered on the AIX because (i) Shares are required to be admitted
to the Official List of the AIX (“ AIX Admission ”) in order for investors of Shares listed on
both the AIX and/or the Stock Exchange to enjoy the AIFC Exemption and the AIX expects
some amount of Shares to be traded on the AIX in order to accept the AIX Admission. In
connection with the AIX Offering, application has been made to the AIX to (i) admit our Shares
to be issued pursuant to the AIX Offering to the Official List of the AIX; and (ii) admit our
Shares for trading on the AIX. The AIX Offering will be carried out in accordance with this
prospectus under the AIX and AIFC rules and regulations. The AIX Offering will be led by and
managed solely by the AIX bookrunners. Prospective investors who intend to participate in the
AIX Offering should review the offering circular with a copy of this prospectus attached
thereto, which contains important information about the AIX Offering. The Shares will be
offered through the AIX Offering at the AIX Offer Price. Dealings on the AIX is expected to
commence on the Listing Date. Neither the delivery of this prospectus nor any offering, sale
or delivery made in connection with the Offer Shares should, under any circumstances,
constitute a representation that there has been no change or development reasonably likely to
involve a change in our affairs since the date of this prospectus or imply that the information
contained in this prospectus is correct as of any date subsequent to the date of this prospectus.
CSRC FILING
On February 2, 2024, we submitted the required documents for the listing of our Shares
on the Stock Exchange to the CSRC. On June 14, 2024, we submitted to the CSRC the required
documents for application of the listing of our Shares on the AIX. The CSRC issued the
notification on completion of the filing procedures for the Listing, the AIX Listing and the
Global Offering on December 12, 2024. As advised by our PRC Legal Advisors, our Company
has completed all necessary filings with the CSRC for the Listing, the AIX Listing and the
Global Offering.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–1 1 3–


--- page 125 ---
RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering
will be required to, or be deemed by his, her or its acquisition of the Offer Shares to, confirm
that he, she or it is aware of the restrictions on offers of the Offer Shares described in this
prospectus.
No action has been taken to permit a public offering of the Hong Kong Offer Shares or
the general distribution of this prospectus in any jurisdiction other than in Hong Kong.
Accordingly, without limitation to the following, this prospectus may not be used for the
purposes of, and does not constitute, an offer or invitation in any jurisdiction or in any
circumstances in which such an offer or invitation is not authorized or to any person to whom
it is unlawful to make such an offer or invitation. The distribution of this prospectus and the
offering and sale of the Offer Shares in other jurisdictions are subject to restrictions and may
not be made except as permitted under the applicable securities laws of such jurisdictions and
pursuant to registration with or authorization by the relevant securities regulatory authorities
or an exemption therefrom.
APPLICATION FOR LISTING ON THE HONG KONG STOCK EXCHANGE AND THE
AIX
We have applied to the Stock Exchange for the approval for the listing of, and permission
to deal in, the Shares in issue and to be issued as mentioned in this prospectus on the Stock
Exchange. We have also applied to the AIX for the Shares in issue and to be issued as
mentioned in this prospectus to be admitted to the Official List of the AIX and to be traded on
the AIX. Other than the Stock Exchange and the AIX, no part of our share capital is listed on
or dealt in on any other stock exchange and no such listing or permission to list is being or
proposed to be sought in the near future.
Based on the correspondences between the AIX and our Company and the comments
provided by the AIX, our Directors and our Kazakhstan Legal Advisors are of the view that our
Company can satisfy the requirements for the admission of Shares to the Official List of the
AIX.
The timetable for the AIX Offering is set out below:
Bookbuilding on the AIX commences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189:00 a.m. ALMT
on Wednesday,
August 20, 2025
Bookbuilding on the AIX closes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812:00 noon ALMT
on Monday,
August 25, 2025
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–1 1 4–


--- page 126 ---
Announcement of the level of indications of interest in the
AIX Offering to be published on (i) the website of the AIX
at www.aix.kz ; and (ii) on the website of our Company at
www.jiaxinir.com on or before /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Wednesday,
August 27, 2025
ALMT
Results of allocation on the AIX Offering will be available
through AIX facilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Wednesday,
August 27, 2025
ALMT
Settlement date of the AIX Offering and date of admission
to Official List of the AIX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Thursday,
August 28, 2025
ALMT
Dealings in the Shares on the AIX are expected to commence
on /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
11:00 a.m. ALMT
on Thursday,
August 28, 2025
Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, any allotment made in respect of any application will be invalid if the listing of,
and permission to deal in, the Offer Shares on the Stock Exchange is refused before the
expiration of three weeks from the date of the closing of the application lists, or such longer
period (not exceeding six weeks) as may, within the said three weeks, be notified to our
Company by the Stock Exchange.
Our Company may choose not to proceed with the Listing unless the AIX has granted or
agreed to grant approval for the dealings in the Shares on the AIX not later than 8:00 a.m. HKT
on the Listing Date. The AIX Listing will not proceed unless the Stock Exchange has granted
approval for the listing and dealings of Shares not later than 8:00 a.m. HKT on the Listing
Date. Notwithstanding the foregoing, the Listing and the AIX Listing are two separate
processes. The Listing can proceed independently even if the AIX Listing is delayed or
rejected. However, our Company may choose to delay or not proceed with the Listing if the
AIX Listing is delayed or rejected given that the AIFC Exemption will not apply unless the
Shares are also listed on the AIX. The AIX Listing is conditional upon the Listing as certain
listing and trading requirements have been waived by the AIX by recognizing the Stock
Exchange’s status as an equivalent regulated exchange under the AIX Prospectus Rules (Rule
7) and AIX Markets Listing Rules (Rule 14). Therefore, any delays with the AIX Listing will
not affect the legality and validity of the Listing under the Kazakhstan laws. In addition, once
the Shares are admitted to the AIX, the AIFC Exemption will apply, as confirmed by the
publication of the “Notice of Admission to the Official List” on the AIX website.
The AIX Listing is conditional upon the approval from the Stock Exchange given the
Stock Exchange’s status as an equivalent regulated exchange in the application of the AIX
Listing. Given that the AIFC Exemption will only apply when the Shares are also listed on the
AIX, our Company may choose to delay the timetable of the Listing till the approval from AIX
is granted in order for the investors to enjoy the benefits of the AIFC Exemption.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–1 1 5–


--- page 127 ---
COMMENCEMENT OF DEALINGS IN THE SHARES
Assuming that the Hong Kong Public Offering becomes unconditional in Hong Kong at
or before 8:00 a.m. HKT in Hong Kong on Thursday, August 28, 2025, it is expected that
dealings in our Shares on the Stock Exchange will commence on Thursday, August 28, 2025
HKT. The Shares will be traded in board lots of 400 Shares each, and the stock code of the
Shares will be 3858.
Dealings in our Shares on the AIX is expected to commence at 11:00 a.m. ALMT on
Thursday, August 28, 2025. The Shares will be traded on the AIX under the trading symbol
“JXIR”.
Dealings in our Shares are expected to commence on the AIX on the date and in trading
hours as specified by the AIX Market Notice on or about the settlement date of the AIX
Offering which is expected to be Thursday, August 28, 2025 ALMT.
In case of severe weather conditions, there are no specific rules under the AIX Business
Rules that mandate the suspension of trading due to severe weather. However, the AIX has
contingency plans in place to ensure the continuity of normal trading operations. These plans
include measures such as remote access for officers to manage trading activities and other
operational safeguards to handle any disruptions, regardless of weather conditions.
SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS AND AIX CSD
Subject to the granting of the listing of, and permission to deal in, the Offer Shares on the
Stock Exchange and our compliance with the stock admission requirements of HKSCC, the
Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement
in CCASS with effect from the date of commencement of dealings in the Shares on the Stock
Exchange or any other date as determined by HKSCC. Settlement of transactions between
participants of the Stock Exchange is required to take place in CCASS on the second settlement
day after any trading day. All activities under CCASS are subject to the General Rules of
HKSCC and HKSCC Operational Procedures in effect from time to time. All necessary
arrangements have been made for the Shares to be admitted into CCASS.
Investors should seek the advice of their stockbrokers or other professional advisors for
details of the settlement arrangements and how such arrangements will affect your rights and
interests as such arrangements may affect their rights and interests.
Application has been made on the AIX for the Shares to be admitted to the Official List
of the AIX and to be traded on the AIX. Trading in the Shares is expected to commence on the
AIX on or about the settlement date of the AIX Offering. Our Shares will be cleared by the AIX
CSD.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–1 1 6–


--- page 128 ---
AIX CSD SETTLEMENT PROCEDURE
It is intended that the allotment of the Shares to the purchasers in the AIX Offering will
be made to the accounts of such purchasers with the AIX CSD and payment for the Shares to
our Company will be made through the AIX CSD Settlement Bank. In order to receive the
Shares, purchasers must be an AIX Trading Member or have either: (i) a brokerage account
with an AIX Trading Member; or (ii) a custodian account with non-trading AIX CSD
Participant. Purchasers must take all actions required under applicable laws and regulations to
receive the Shares purchased. Settlement in connection with AIX Offering will be made
through the AIX CSD in accordance with the AIX CSD Business Rules and Procedures.
PROFESSIONAL TAX ADVICE RECOMMENDED
Potential investors in the Global Offering are recommended to consult their professional
advisors if they are in any doubt as to the taxation implications of subscribing to, purchasing,
holding or disposing of, and/or dealing in the Shares (or exercising rights attached thereto).
None of us, the Sole Sponsor, the Sole Representive, the Sole Sponsor-Overall Coordinator, the
Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Capital Market Intermediaries and the Underwriters, any of our or their
respective directors, officers, employees, agents, representatives or professional advisors or
any of them, or any other person or party involved in the Global Offering accepts responsibility
for any tax effects on, or liabilities of, any person resulting from the subscription to, purchase,
holding or disposal of, dealing in, or the exercise of any rights in relation to, the Shares or
exercising any rights attached to them.
COMPLIANCE WITH RULE 8.02A OF THE LISTING RULES
Our Company is incorporated in Hong Kong. In respect of our Group’s place of central
management and control, (i) as the majority of the executive and non-executive Directors of
our Company principally reside in the PRC and all our Board meetings are and will be held in
the PRC and Hong Kong, our Directors primarily direct, control, and coordinate our Group’s
overall activities from the PRC and Hong Kong, whereas the senior management team
members of Subsidiary AK and Subsidiary ZV primarily direct, control, and coordinate the
activities of Subsidiary AK and Subsidiary ZV from Kazakhstan; (ii) the principal books and
records of our Company are kept in Hong Kong and the PRC, whereas those of Subsidiary AK
and Subsidiary ZV are kept in Kazakhstan; and (iii) our Group’s business operations and assets
are primarily based in the PRC and Kazakhstan. Given that the securities regulators of Hong
Kong, PRC and Kazakhstan are all full signatories to the International Organization of
Securities Commissions Multilateral Memorandum of Understanding, we believe we will be in
compliance with Rule 8.02A of the Listing Rules.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–1 1 7–


--- page 129 ---
SHARE REGISTER AND STAMP DUTY
All Shares issued pursuant to applications made in the Hong Kong Public Offering will
be registered on the Company’s share register of members to be maintained in Hong Kong by
our Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at
Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong
Kong.
Dealings in the Shares registered in our register of members will be subject to the Hong
Kong stamp duty. For further details of Hong Kong stamp duty, please seek professional tax
advice. Unless otherwise determined by our Board, dividends will be paid to Shareholders
whose names are listed on our register of members in Hong Kong, by ordinary post, at the
Shareholders’ risk in Hong Kong dollars.
In connection with the AIX Offering, the Shares issued under the AIX Offering will be
registered in AIX Registrar and will also be deposited with the AIX CSD for the purposes of
their trading on the AIX. Only Shares registered on our Company’s share register of members
maintained in Hong Kong may be traded on the Stock Exchange. Shares registered on our
Company’s branch register of members maintained by AIX Registrar may be traded on the AIX.
EXCHANGE RATE CONVERSION
Solely for your convenience, this prospectus contains translations among certain amounts
denominated in Renminbi, Hong Kong dollars and U.S. dollars. No representation is made that
the amounts denominated in one currency could actually be converted into the amounts
denominated in another currency at the rates indicated or at all. Unless indicated otherwise,
(i) the translations between Renminbi and U.S. dollars were made at the rate of RMB7.1405
to US$1.00, being the PBOC rate prevailing on August 11, 2025; (ii) the translations between
Hong Kong dollars and Renminbi were made at the rate of RMB0.90964 to HK$1.00, being the
PBOC rate prevailing on August 11, 2025; and (iii) the translations between U.S. dollars and
Hong Kong dollars were made at the rate of US$1.00 to HK$7.8498, calculated with reference
to the above two rates as set out in (i) and (ii).
LANGUAGE
If there is any inconsistency between this prospectus and the Chinese translation of this
prospectus, this prospectus shall prevail. However, the translated English names of the PRC
and foreign nationals, entities, departments, facilities, certificates, titles, laws, regulations
(including certain of our subsidiaries) and the like included in this prospectus and for which
no official English translation exists are unofficial translations for your reference only. If there
is any inconsistency, the names in their original languages shall prevail.
ROUNDING
Any discrepancies in any table in this prospectus between total and sum of amounts listed
therein are due to rounding. Certain amounts and percentage figures included in this prospectus
have been subject to rounding adjustments or have been rounded to one or two decimal places.
Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of
the figures preceding them.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–1 1 8–


--- page 130 ---
For further information on our Directors, please refer to the section headed
“Directors and Senior Management” of this prospectus.
DIRECTORS
Name Address Nationality
Chairman of the Board and Executive Director
Mr. LIU Liqiang
(ᄎɢ੶΋͛)
Flat C, Floor 19
The Grandeur
47 Jardine’s Bazaar
Causeway Bay
Hong Kong
Chinese
(Hong Kong)
Executive Directors
Mr. WANG Zhongwei
(ӓʕਃ΋͛)
No. 8, Building 7, the temporary
camp of the Boguty Project
41 kilometers away from Sogentin
Imbekos Kazakh Region, Almaty
Oblast
Kazakhstan
Chinese
Mr. QIU Huaizhi
(ᕿ౽΋͛)
3502, North Zone (Phase II)
Jing Ji Riverfront Times Square
South Binhe Avenue, Futian Street
Futian District
Shenzhen, Guangdong Province
PRC
Chinese
Non-executive Directors
Mr. ZHA Kebing
(дж΋͛)
Room 302, Unit 1, Building 35
Zhongxing Heyuan
No. 668 Aixihu North Road
High-tech Development District
Nanchang, Jiangxi Province
PRC
Chinese
Ms. LIAN Jie
(ஹᆎɾɻ)
Room 1508, Building 9
Madian South Village
Xicheng District, Beijing
PRC
Chinese
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–1 1 9–


--- page 131 ---
Name Address Nationality
Independent Non-executive Directors
Mr. ZHU Guoshan
(ϡ਷ʆ΋͛)
Room 2901, Building 4
Yayun Garden (Phase I)
Xishan District
Kunming, Yunnan Province
PRC
Chinese
Mr. WANG Jianfeng
(ˮᄏቜ΋͛)
Flat A, 10/F, Tower 22B
Broadwood Road
The Leighton Hill
Happy Valley
Hong Kong
Chinese
Mr. WONG Hok Bun Mario
(රኪⅳ΋͛)
Flat A, 11/F
Honiton Building, 8 Honiton Road
Mid-Levels
Hong Kong
Chinese
(Hong Kong)
PARTIES INVOLVED IN THE GLOBAL OFFERING
Sole Sponsor, Sole Representative and
Sole Sponsor-Overall Coordinator
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Overall Coordinators China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
China Galaxy International Securities
(Hong Kong) Co., Limited
20/F, Wing On Centre
111 Connaught Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 120 –


--- page 132 ---
Joint Global Coordinators China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
China Galaxy International Securities
(Hong Kong) Co., Limited
20/F, Wing On Centre
111 Connaught Road Central
Hong Kong
Joint Bookrunners China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
China Galaxy International Securities
(Hong Kong) Co., Limited
20/F, Wing On Centre
111 Connaught Road Central
Hong Kong
CMB International Capital Limited
45th Floor, Champion Tower, 3 Garden
Road
Central, Hong Kong
Celestial Securities Limited
22/F, Manhattan Place
23 Wang Tai Road, Kowloon Bay
Kowloon, Hong Kong
ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road Central
Central, Hong Kong
Tiger Brokers (HK) Global Limited
23/F, Li Po Chun Chambers
189 Des V oeux Road Central,
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 121 –


--- page 133 ---
A VICT Global Asset Management Limited
Units 6704B-06A, Level 67
International Commerce Centre
1 Austin Road West, Tsim Sha Tsui, Hong
Kong
Joint Lead Managers China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
China Galaxy International Securities
(Hong Kong) Co., Limited
20/F, Wing On Centre
111 Connaught Road Central
Hong Kong
CMB International Capital Limited
45th Floor, Champion Tower, 3 Garden
Road
Central, Hong Kong
Celestial Securities Limited
22/F, Manhattan Place
23 Wang Tai Road, Kowloon Bay
Kowloon, Hong Kong
ABCI Securities Company Limited
10/F, Agricultural Bank of China Tower
50 Connaught Road Central
Central, Hong Kong
Tiger Brokers (HK) Global Limited
23/F, Li Po Chun Chambers
189 Des V oeux Road Central,
Hong Kong
A VICT Global Asset Management Limited
Units 6704B-06A, Level 67
International Commerce Centre
1 Austin Road West, Tsim Sha Tsui, Hong
Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 122 –


--- page 134 ---
Lighthouse Capital (HK) Financial
Limited
Units 1801-02, Hollywood Centre
233 Hollywood Road
Sheung Wan, Hong Kong
Capital Market Intermediaries China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
China Galaxy International Securities
(Hong Kong) Co., Limited
20/F, Wing On Centre
111 Connaught Road Central
Hong Kong
CMB International Capital Limited
45th Floor, Champion Tower, 3 Garden
Road
Central, Hong Kong
Celestial Securities Limited
22/F, Manhattan Place
23 Wang Tai Road, Kowloon Bay
Kowloon, Hong Kong
ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road Central
Central, Hong Kong
ABCI Securities Company Limited
10/F, Agricultural Bank of China Tower
50 Connaught Road Central
Central, Hong Kong
Tiger Brokers (HK) Global Limited
23/F, Li Po Chun Chambers
189 Des V oeux Road Central,
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 123 –


--- page 135 ---
A VICT Global Asset Management Limited
Units 6704B-06A, Level 67
International Commerce Centre
1 Austin Road West, Tsim Sha Tsui, Hong
Kong
Lighthouse Capital (HK) Financial
Limited
Units 1801-02, Hollywood Centre
233 Hollywood Road
Sheung Wan, Hong Kong
Legal advisors to our Company As to Hong Kong and US laws
Clifford Chance
27/F, Jardine House
One Connaught Place Central
Hong Kong
As to PRC laws
Global Law Office
15&20/F, Tower 1
China Central Place
No. 81 Jianguo Road
Chaoyang District
Beijing
PRC
As to Kazakhstan laws and the acting
law of the AIFC
Egen Gregory LLP
140/140a Kabanbai Batyr Street
3rd Floor
Almaty 050026
Kazakhstan
As to Hong Kong laws in respect of matters
relating to the business operations of our
Company in Hong Kong
H.Y. Leung & Co. LLP
Units 2202-06, 22/F
Office Tower of Convention Plaza
1 Harbour Road
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 124 –


--- page 136 ---
Legal advisors to the Sole Sponsor
and the Underwriters
As to Hong Kong and US laws
Sidley Austin
Level 39, Two International Finance Centre
8 Finance Street
Central
Hong Kong
As to PRC laws
Commerce & Finance Law Offices
12-14/F, China World Tower 2
No. 1 Jianguomenwai Avenue
Beijing
PRC
As to Kazakhstan laws and the acting
law of the AIFC
Haller Lomax LLP
Office 163, 16th Floor
6/1 Kabanbay Batyr Avenue
Kaskad Business Center
Astana
Kazakhstan
Auditor and reporting accountant PricewaterhouseCoopers
Certified Public Accountants and Registered
Public Interest Entity Auditor
22/F, Prince’s Building
Central
Hong Kong
Independent Technical Consultant SRK Consulting (Hong Kong) Limited
Suite 1818, 18th Floor
V Heun Building
138 Queen’s Road Central
Central
Hong Kong
Industry consultant Frost & Sullivan Limited
Unit 3006, 30/F
Two Exchange Square
8 Connaught Place
Central
Hong Kong
Receiving bank CMB Wing Lung Bank Limited
45 Des V oeux Road Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 125 –


--- page 137 ---
Registered Office, headquarters and
principal place of business in Hong
Kong
Room 4501, 45/F
Office Tower, Convention Plaza
1 Harbour Road
Wanchai
Hong Kong
Company’s website www.jiaxinir.com (Information contained in
this website does not form part of this
prospectus)
Company secretary Ms. LIU Wenjing
(Fellow of The Hong Kong Chartered
Governance Institute)
Room 4501, 45/F
Office Tower, Convention Plaza
1 Harbour Road
Wanchai
Hong Kong
Authorized representatives Mr. QIU Huaizhi
3502, North Zone (Phase II)
Jing Ji Riverfront Times Square
South Binhe Avenue, Futian Street
Futian District
Shenzhen, Guangdong Province
PRC
Ms. LIU Wenjing
Room 4501, 45/F
Office Tower, Convention Plaza
1 Harbour Road
Wanchai
Hong Kong
Audit Committee Mr. WONG Hok Bun Mario (Chairman)
Mr. ZHA Kebing
Mr. WANG Jianfeng
Nomination Committee Mr. ZHU Guoshan (Chairman)
Mr. LIU Liqiang
Mr. WONG Hok Bun Mario
CORPORATE INFORMATION
– 126 –


--- page 138 ---
Remuneration Committee Mr. WANG Jianfeng (Chairman)
Ms. LIAN Jie
Mr. ZHU Guoshan
ESG Committee Mr. WANG Zhongwei (Chairman)
Mr. QIU Huaizhi
Ms. LIAN Jie
Compliance Advisor Guolian Securities International Capital
Market Co., Limited
Unit 2103-4, 21st floor, Li Po Chun
Chambers
189 Des V oeux Road Central
Sheung Wan
Hong Kong
Hong Kong Share Registrar Computershare Hong Kong Investor
Services Limited
Shops 1712-1716
17th Floor, Hopewell Centre
183 Queen’s Road East
Wan Chai
Hong Kong
AIX Share Registrar Astana International Exchange
Registrar Limited
55/19, Mangilik El Avenue
Astana
Kazakhstan
Principal Bankers Bank of China (Hong Kong) Wanchai
(China Overseas Building) Branch
139 Hennessy Road
Wanchai
Hong Kong
CMB Wing Lung Bank Limited
45 Des V oeux Road Central
Hong Kong
China Merchants Bank Offshore
Nanchang Y angming Branch
No. 468 Dieshan Road
Nanchang, Jiangxi Province
PRC
CORPORATE INFORMATION
– 127 –


--- page 139 ---
The information and statistics set out in this section and other sections of this
prospectus were extracted from the Frost & Sullivan Report prepared by Frost &
Sullivan, which was commissioned by us, and from various official government
publications and other publicly available publications. We engaged Frost & Sullivan to
prepare the Frost & Sullivan Report, an independent industry report, in connection with
the Global Offering. We believe that the sources of this information are appropriate
sources for such information and have taken reasonable care in extracting and
reproducing such information. We have no reason to believe that such information is false
or misleading or that any fact has been omitted that would render such information false
or misleading. The information from official government sources has not been
independently verified by us, the Sole Sponsor , the Sole Representative, the Sole
Sponsor-Overall Coordinator , the Overall Coordinators, the Joint Global Coordinators,
the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the
Underwriters or any other party involved in the Global Offering and no representation
is given as to its accuracy.
SOURCE AND RELIABILITY OF INFORMATION
We have commissioned Frost & Sullivan, an Independent Third Party, to conduct a study
of global, China’s, and Kazakhstan’s tungsten industry. We agreed to pay Frost & Sullivan a
fee of HK$548,000 for the preparation of the Frost & Sullivan Report, and our Directors
consider that such fee reflects market rates and are of the view that the payment of the fee does
not affect the fairness of conclusions drawn in the Frost & Sullivan Report. Founded in 1961,
Frost & Sullivan has over 45 global offices with more than 3,000 industry consultants, market
research analysts, technology analysts and economists.
RESEARCH METHODOLOGY
During the preparation of the Frost & Sullivan Report, Frost & Sullivan conducted
primary research that involved discussing the status of the industry with industry participants
and industry experts, as well as secondary research that involved reviewing company reports,
independent research reports and Frost & Sullivan’s own database.
BASIS AND ASSUMPTION
The Frost & Sullivan Report was compiled based on the following assumptions: (i)
China’s and the overseas economy is likely to maintain steady growth in the next decade; (ii)
China’s social, economic, and political environment is likely to remain stable in the forecast
period; (iii) market drivers such as rare non-ferrous metal tungsten resources and continuously
innovative mining technology, increasing demand for tungsten from downstream industries,
advanced technology in mineral processing and metallurgy, improved tungsten utilization
efficiency driven by intelligent technology, and favored policies by both Chinese and Kazakh
governments are likely to drive the global, China’s, and Kazakhstan’s tungsten industry.
INDUSTRY OVERVIEW
– 128 –


--- page 140 ---
GLOBAL, CHINA’S AND KAZAKHSTAN’S TUNGSTEN INDUSTRY OVERVIEW
Tungsten is a scarce strategic resource, and the Chinese government controls tungsten and
rare earths as strategic materials, issuing quota targets to each Chinese producer every year.
Tungsten is a rare refractory metal with a series of excellent and unique properties such as high
melting point, high density, high hardness, strong wear resistance, strong corrosion resistance,
good thermal conductivity, good electrical conductivity, and stable chemical properties. Due to
the rarity of tungsten resources in the world, its irreplaceability in industrial applications, and
its increasing importance in the national economy, national defense construction, and high-tech
industries, its strategic position is prominent.
Value Chain of Tungsten Industry
Upstream Midstream Downstream Applications
Processing
Scheelite
Wolframite
Tungsten
concentrate
Ferro
Tungsten
Sodium
tungstate
WO3
Alloy
Steel
Tungsten
powder
Catalyst
High density
alloys
Tungsten
Carbide
Tungsten
Products
Cemented
Carbide
T
o
o
l
s
Machinery
Manufacturing
Automotive
Manufacturing
Steel Industry
Defense
Industry
Petrochemicals
Electricity and
Energy
Mining and
Extraction
SmeltingExploration, mining
Ammonium
paratungstate
(APT)
……
Source: Frost & Sullivan
The tungsten industry chain extends from exploration and mining, smelting to processing
and end-use of tungsten products. The upstream of the industry chain includes the exploration
and extraction of scheelite and wolframite. The midstream of the industry chain is the smelting
of ore, which yields tungsten concentrate, ammonium paratungstate (APT), tungsten oxide and
other products. The downstream of the industry chain is the deep processing of tungsten, which
produces products such as tungsten carbide and cemented carbide. The tungsten products are
widely used in machinery manufacturing, new resources, defense industry and other fields.
Global tungsten primary end products are mainly used in the production of carbide. In
machinery manufacturing, carbide tools have both strength and toughness to achieve excellent
overall performance, and dominate the main base material for cutting tools. At the same time,
because of its high precision, high hardness and high wear resistance, carbide tools are also the
dominant material for inserting computer numerical control and pairing computer numerical
control of machine tool operating characteristics. In terms of new resources, due to its high
hardness, good wear resistance, strong corrosion resistance, high precision and other
properties, carbide products are also widely used in photovoltaic and new energy vehicle
industry. In the defense industry, due to its properties such as high hardness, high wear
resistance, high temperature resistance and high strength, cemented carbide can be used in
missile manufacturing for high temperature parts such as warheads and shells, as well as
components such as control systems and fuzes for missiles. Carbide tungsten carbide is also in
demand in the aerospace industry and military industry and other fields. With the development
INDUSTRY OVERVIEW
– 129 –


--- page 141 ---
of the downstream application industries, there will naturally be a positive impact on the
upstream and midstream as well, prompting an increase in upstream tungsten mining activities
and promoting the smelting and processing of midstream such as tungsten trioxide and tungsten
powder.
APT and tungsten carbide powder hold an important position in the value chain of
tungsten industry. APT is an advanced atomic probe technology used in materials research and
development, nanomaterials research, and metal alloy research. The importance of tungsten
carbide powder is mainly in the preparation of super hard materials, electronic industry
applications, high temperature materials and so on. With the increase in demand for
downstream carbide, it will have a positive impact on the demand for APT and tungsten carbide
powder, providing stable demand for the Company’s future performance.
At present, China is the world’s largest tungsten resource country, mainly possessing two
types of wolframite (manganese and iron tungstates) and scheelite (calcium tungstate ore).
According to Frost & Sullivan, the global reserve volume of tungsten in 2024 was
approximately 4.6 million tonnes. In 2024, China had tungsten resource reserves of 2.4 million
tonnes, accounting for over 50% of the world’s reserves, and its mine tungsten production is
also world-leading.
MARKET SIZE OF GLOBAL AND CHINA’S TUNGSTEN INDUSTRY
The global distribution of tungsten ore resources is uneven, with most of the tungsten
reserves located in China, Russia, Kazakhstan and other regions. Most of the mega-large
deposits are located in important metallogenic belts, and the top five tungsten mines in the
world in 2024 were Dahutang tungsten mine and Shizhuyuan tungsten mine in China,
Hemerdon tungsten mine in the UK, Boguty tungsten mine in Kazakhstan and Sisson tungsten
mine in Canada. Generally, there are three major indicators in global tungsten industry: reserve
volume which is measured by volume of metal tungsten; mineral resources which are measured
by tungsten trioxide (WO
3); and designed production capacity which is measured by volume
of tungsten concentrates.
The reserve volume of tungsten is relatively stable. The global reserve volume of tungsten
increased from 3.2 million tonnes in 2019 to 4.6 million tonnes in 2024 with a CAGR of 7.5%.
With a stable exploration of different tungsten ores in various countries, the global reserve
volume of tungsten is expected to reach 5.7 million tonnes in 2029, representing a CAGR of
4.4% from 2024 to 2029.
China was the largest country in terms of the reserve volume of tungsten in 2024 and it
accounted for over 50% of the global reserve volume. China’s reserve volume fluctuated
between 2019 and 2024 and the reserve volume was 2.4 million tonnes in 2024. In the future,
China’s reserve volume of tungsten is expected to experience a slight growth, reaching 3.0
million tonnes in 2029, representing a CAGR of 4.6% from 2024 to 2029.
INDUSTRY OVERVIEW
– 130 –


--- page 142 ---
Reserve Volume of Tungsten (Global & China), 2019—2029E
Global
China
CAGR 2019-2024 2024-2029E
7.5% 4.4%
4.8% 4.6%
0
1
2
3
4
5
6
Million Tons
2029E
1.9 1.9 1.9 1.8
2.3 2.4 2.5 2.7 2.8 2.9 3.03.2 3.4
3.7 3.8
4.4 4.6 4.8
5.1 5.3 5.5 5.7
2028E2019 2020 2021 2022 2023 2024 2025E 2026E 2027E
Source: Frost & Sullivan
Note:
(1) According to the U.S. Geological Survey (USGS), reserve volume refers to the part of the reserve base
that could be economically extracted or produced at the time of determination. The term “reserve
volume” does not signify that extraction facilities are in place and operative. Reserve volume includes
only recoverable materials; thus, terms such as “extractable reserves” and “recoverable reserves” are
redundant and are not a part of this classification system.
(2) Reserve volume of tungsten refers to reserve volume of metal tungsten.
The production volume of tungsten concentrate significantly depends on the production
in China since China’s production volume took over 80% of the global production volume of
tungsten concentrate in 2024. The global production volume dropped significantly in 2020
mainly due to the outbreak of COVID-19, which caused many enterprises to temporarily shut
down their business. With the ease of COVID-19’s impact, the global production volume
started to bounce back and increased to 83.8 thousand tonnes in 2021. Looking forward, with
new technologies for better mining efficiency and the reopening of mines in Australia, Korea,
and the United Kingdom, the global production volume is expected to reach 82.7 thousand
tonnes in 2029, with a CAGR of 0.4% from 2024 to 2029.
China was the largest country in terms of the production volume of tungsten concentrate
in 2024. To protect national reserves, the Ministry of Natural Resources of China has been
issuing an annual quota for tungsten concentrate mining (“ᅺ”) every year.
These quotas have been effective since 2002. China’s 2024 tungsten concentrate mining quota
was set at 114 thousand tonnes of tungsten concentrates. Since China’s government imposed
restricted quotas on mining of tungsten concentrate and the relatively low rate of operation in
previous years, China’s production volume of tungsten concentrate decreased from 69 thousand
tonnes in 2019 to 67 thousand tonnes in 2024 at a CAGR of -0.6%. According to a notice from
INDUSTRY OVERVIEW
– 131 –


--- page 143 ---
China’s Ministry of Natural Resources in 2025, the first batch of total restricted quota (65%
tungsten trioxide content) in 2025 was 58,000 tons, a year-on-year decrease of 6.5%. As a
result, the market expects domestic tungsten concentrate production to reach 54.5 thousand
tonnes in 2029, with a CAGR of -4.0% from 2024 to 2029. The comparable range of average
operating cash unit cost is around RMB50,000 to RMB80,000 per ton concentrate. This price
range has considered the operating cash unit cost of RMB50,000 of the Nui Phao mine, an
open-pit tungsten mine located in Vietnam, as well as the operating cash unit cost of
RMB80,000 of the La Parrilla mine, an open-pit tungsten mine in Spain. The difference of the
operating cash unit costs between the Nui Phao mine and the La Parrilla mine is mainly due
to the level of economic development. For example, the per capita GDP in Spain was around
USD32.7 thousand compared to per capita GDP of USD4.3 thousand in Vietnam. As such,
according to Frost & Sullivan, such range is applicable and comparable to the Company and
the Company’s operating cash unit cost is in line with the market comparables.
Production Volume of Tungsten Concentrate (Global & China), 2019—2029E
Global
China
CAGR 2019-2024 2024-2029E
-0.7% 0.4%
-0.6% -4.0%
10
20
30
40
50
70
60
80
90
100
Thousand Tons
69.0 66.0
71.0
66.0 66.0 67.0
62.0 59.0 57.2 55.7 54.5
83.8
78.4
83.8
79.8 79.5 81.0 81.3 81.7 82.0 82.3 82.7
2029E2028E2019 2020 2021 2022 2023 2024 2025E 2026E 2027E
Source: USGS, Ministry of Natural Resources of the PRC, Frost & Sullivan
Note: Production volume of tungsten concentrate refers to production volume of metal tungsten.
Due to the natural characteristics of tungsten and the wide utilization of tungsten in
different fields, the consumption volume of tungsten concentrate increased from 98.0 thousand
tonnes in 2019 to 129.6 thousand tonnes in 2024, with a CAGR of 5.7%. Looking forward, with
the increasing use of tungsten in fast-growing downstream markets, such as the photovoltaic
(PV) industry which also consume large amounts of tungsten, the consumption volume of
tungsten concentrate is expected to reach 158.2 thousand tonnes in 2029, with a CAGR of
4.1%.
INDUSTRY OVERVIEW
– 132 –


--- page 144 ---
China’s consumption volume of tungsten concentrate increased from 47.3 thousand
tonnes in 2019 to 55.3 thousand tonnes in 2024, representing a CAGR of 3.2%. Going forward,
with the continuous development of technologies and demand for tungsten, especially for
cemented carbide products, the consumption volume of tungsten concentrate in China is
expected to reach 65.5 thousand tonnes in 2029, with a CAGR of 3.4%. With the steady growth
of the economy in China, consumption of tungsten concentrate in various industries also keeps
growing. Compared with other materials, tungsten has more compelling competitive
advantages, leading to the rapid development of tungsten market. For example, tungsten is
often made into cemented carbide products, which are widely used in aerospace industry,
military industry, and PV (photovoltaic) industry and many other industries. Tungsten and
tungsten wires can be used for producing materials with hardness, wear resistance, and high
corrosion resistance. With foreseeable expansion of production and large-scale application, the
cost performance ratio of tungsten wire will be higher than carbon diamond wire and it is going
to be a reliable alternative product in PV Industry. Meanwhile, because of the stagnation of
industrial production caused by the COVID-19 epidemic in 2022, there is a small reduction in
the tungsten concentrate consumption in China. Before 2022, the consumption of tungsten
concentrate has increased steadily with a CAGR of 5.9% from 2019 to 2021. In the foreseeable
future, along with continuous demand from downstream industries, the CAGR growth of
consumption of tungsten concentrate in China is expected to be approximately 3.4% from 2024
to 2029.
China’s tungsten concentrate export restriction policy was implemented to protect
domestic tungsten resources and ensure its sustainable supply. In recent years, with the gradual
depletion of China’s tungsten resources and increased awareness of environmental protection,
the Chinese government has adopted a series of measures to restrict tungsten concentrate
exports. According to Ministry of Commerce of the People’s Republic of China, Enterprises
need to be qualified to export tungsten ore, and the Ministry of Commerce discloses which
enterprises can export every year. Upon review, there are 15 enterprises that are qualified and
meet the announcement requirements in 2024. China has significant smelting and processing
capacity for tungsten products, but it has issued an annual quota of domestic tungsten
concentrate production to protect tungsten resources. Therefore, China becomes a major
importer of tungsten concentrate and exports a substantial quantity of tungsten products after
smelting and processing. Due to the continuous development of China’s tungsten processing
industry and tungsten smelting technology, China’s tungsten export has gradually shifted from
primary tungsten products, such as tungsten trioxide, tungsten carbide, to downstream products
with high production value-added, such as cemented carbide. China was the largest country in
terms of the production volume of tungsten concentrate in 2024. Meanwhile, China is also a
major supplier of tungsten products in 2024 in terms of export volume of tungsten products.
In 2024, China’s export of tungsten products accounts for about 40% of world consumption
outside of China. The export volume of tungsten downstream products has increased from
INDUSTRY OVERVIEW
– 133 –


--- page 145 ---
approximately 10.4 thousand tonnes in 2019 to 12.6 thousand tonnes in 2024 and is projected
to increase to approximately 14.8 thousand tonnes in 2029. Tungsten is considered an
important strategic mineral and China has stockpiled a portion of its tungsten concentrate
production each year during the historical period. Therefore, although during the historical
period China produced more tungsten concentrate than it consumed, it didn’t use all of the
tungsten concentrate it produced for the production of tungsten products, and imported an
increasing volume of tungsten concentrate to meet its consumption demand. Also, due to
China’s generally decreasing domestic tungsten concentrate production and generally
increasing domestic tungsten concentrate consumption, the surplus between China’s domestic
production and consumption of tungsten concentrate has been narrowing and it is expected to
turn to a shortfall in around 2026, leading to a further increase in import demand for tungsten
concentrate. Furthermore, as China has significant demand for domestic consumption of
tungsten concentrate and export of tungsten products that made of tungsten concentrate, the
import of tungsten concentrate is projected to increase from 12.4 thousand tonnes in 2024 to
20.3 thousand tonnes in 2029. Thus, there will be a strong demand in China for tungsten
concentrate imported from Kazakhstan in the future.
The table below sets forth the supply and demand of tungsten concentrate and tungsten
products in China for the years indicated:
2027E2026E2025E202420232022202120202019Unit
13.8 13.4 12.9 12.6 12.1 12.1 11.3 9.1 10.4 Thousand
Tonnes
Export Volume of Tungsten
Products
117.0 117.0 114.0 114.0 111.0 111.0 108.0 105.0 105.0 Thousand
Tonnes
Production Quota of Tungsten
Concentrate
57.2 59.0 62.0 67.0 66.0 66.0 71.0 66.0 69.0 Thousand
Tonnes
Production Volume of Tungsten
Concentrate
61.9 60.0 57.9 55.3 53.2 52.3 53.0 47.5 47.3 Thousand
Tonnes
Consumption Volume of
Tungsten Concentrate
(4.7)(1.0)4.1 11.7 12.8 13.7 18.0 18.5 21.7 Thousand
Tonnes
Production Volume of Tungsten
Concentrate minus
Consumption Volume of
Tungsten Concentrate
2028E
14.3
117.0
55.7
63.6
(7.9)
19.3
2029E
14.8
117.0
54.5
65.5
(11.0)
20.3 18.1 16.1 14.2 12.4 5.8 5.9 5.8 5.3 4.1 Thousand
Tonnes
Import Volume of Tungsten
Concentrate
Source: China Tungsten Industry Association, Ministry of Natural Resources of the PRC, Frost & Sullivan
INDUSTRY OVERVIEW
– 134 –


--- page 146 ---
Export of Tungsten Products and Import Volume of
Tungsten Concentrate (China), 2019 – 2029E
Import of Tungsten Concentrate
Export of Tungsten Products
CAGR 2019-2024 2024-2029E
24.8% 10.5%
3.9% 3.3%Thousand Tonnes
30
10
20
0
10.4
9.1
11.3 12.1 12.1 12.6 12.9 13.4 13.8 14.3 14.8
4.1
5.3 5.8 5.9 5.8
12.4
14.3
16.2
18.2
19.4 20.4
2029E2028E2019 2020 2021 2022 2023 2024 2025E 2026E 2027E
Source: China Tungsten Industry Association, Frost & Sullivan
Note:
(1) Export volume of tungsten products refer to tungsten products that use tungsten concentrate as raw
material.
Consumption Volume of Tungsten Concentrate (Global & China), 2019—2029E
Global
China
CAGR 2019-2024 2024-2029E
5.7% 4.1%
3.2% 3.4%
0
20
40
60
80
100
120
140
160
Thousand Tonnes
2028E 2029E2019 2020 2021 2022 2023 2024 2025E 2026E 2027E
47.3 47.5 53.0 52.3 53.2 55.3 57.9 60.0 61.9 63.6 65.5
98.0 94.5
107.6
119.1 124.1 129.6
136.6 142.3 147.7 152.6 158.2
Source: Ministry of Natural Resources of the PRC, Frost & Sullivan
Note: Consumption volume of tungsten concentrate refers to consumption volume of metal tungsten.
INDUSTRY OVERVIEW
– 135 –


--- page 147 ---
In China, which is the largest producer and consumer of tungsten in the world, the price
of tungsten concentrate often reflects domestic policies and downstream consumption demand.
The Chinese government’s environmental regulations and mining policies have a direct impact
on the supply of tungsten, leading to fluctuations in prices. Additionally, changes in demand
from key industries like aerospace, automotive, and electronics in China can also drive price
movements.
On a global scale, tungsten prices are influenced by a broader set of factors. The price
fluctuation of tungsten concentrate in China and globally carries implications for various
industries and economies worldwide. Tungsten is a critical metal known for its exceptional
hardness and high melting point, making it indispensable in a range of applications, especially
in manufacturing, aerospace, defense, and electronics. Tungsten is not as abundant as other
metals, and its production is concentrated in a few countries. Any disruptions in the supply
chain, such as mining issues or geopolitical tensions, can lead to price spikes. The global
supply of tungsten concentrate is concentrated in a few key producing countries like China,
Russia, and Canada. Disruptions in production due to geopolitical tensions, natural disasters,
or labor strikes can lead to price spikes. Moreover, the demand for tungsten is closely tied to
global economic conditions. During periods of economic growth, industries that rely on
tungsten, such as manufacturing and construction, drive up demand and consequently prices.
The price of APT in China and globally has fluctuated in the past but generally showed an
upward trend from 2017 to 2024. APT is an important material in the tungsten smelting
industry and is mainly used to manufacture WO
3 or blue tungsten oxide to make tungsten metal
powder, thus manufacturing tungsten material, tungsten alloy and other products. Since the
production of tungsten concentrate, the raw material for manufacturing APT, is restricted, there
has been an increased pressure on the production of APT in China, causing the price of APT
to continue to rise, which has also led to an increase in the price of the downstream product,
the tungsten carbide powder.
From the beginning of 2017 to the mid of 2018, the price of APT in China increased due
to the stricter government regulation in China on environmental protection. In the meantime,
the price of tungsten carbide powder and tungsten concentrate also increased. In 2020, due to
the shortage of the global supply and the constraints of energy resources, the price of APT
increased during that period of time as well.
Looking forward, as the world economy gradually recovers from the COVID-19, tungsten
downstream market demand is expected to gradually recover, and the demand for APT,
tungsten carbide powder and tungsten concentrate is expected to continue to grow. In this case,
prices in China and globally are expected to grow again in the short term and show a upward
trend in the long term.
INDUSTRY OVERVIEW
– 136 –


--- page 148 ---
Price of APT, Tungsten Carbide Powder and Tungsten Concentrate (Global and China),
2017—2030E
2017 2018 2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
Global-APT
Global-Tungsten Carbide Powder
Global-Tungsten Concentrate
China-APT
China-Tungsten Carbide Powder
China-Tungsten Concentrate
0
50
100
150
200
250
300
350
400
450
500Thousand RMB/MTU
149.3 169.9 132.5 122.6 148.2 165.8 169.8 191.0 209.1 216.1 223.6 233.3 246.4 261.8
237.2 269.5 210.1 194.2 228.9 253.0 252.1 281.3 301.2 305.8 323.7 346.1 371.4 397.0
96.8 103.1 82.8 78.9 95.4 106.4 114.7 127.2 143.0 155.2 162.6 169.9 117.7 185.6
145.2 176.6 142.9 133.6 161.5 182.3 188.5 212.1 238.3 250.7 261.6 275.3 290.8 308.9
230.6 280.2 226.6 211.7 249.5 278.3 279.8 312.2 343.4 354.8 378.7 408.4 438.3 468.5
94.1 107.2 89.3 86.1 104.0 117.0 127.4 141.2 163.0 180.0 190.3 200.4 209.7 219.0
Source: Frost & Sullivan
COMPETITIVE LANDSCAPE OF GLOBAL, CHINA’S AND KAZAKHSTAN’S
TUNGSTEN INDUSTRY
The Group’s Boguty mine was the fourth largest single tungsten mine globally with 0.23
million tonnes mineral resources, and ranked the first in terms of designed production capacity.
Boguty tungsten mine, which is a world-class large open-pit tungsten mine, was the largest
tungsten mine under development outside China as of December 31, 2024.
Ranking of Leading Mines in Terms of Mineral Resources (Global),
as of December 31, 2024
Statuses
Designed production
capacity
(Thousand tons)
WO3 Mining Method(%)
Mineral Resources
(Million tons)LocationRank
20242024
Tungsten Mine
~8.0 In development0.16% Underground1.22Jiangxi, China1 Mine A
~7.8 In development0.31% Underground0.62 Hunan, China2 Mine B
UndevelopedEstimate
~2.90.17% Underground0.36 Devon, UK3 Mine C
In developmentEstimate
9.3Open pit0.21%0.23 Boguty ,
Kazakhstan
The Group’s4 Boguty Mine
~4.6 UndevelopedOpen pit0.07%0.22 Vancouver,
Canada5 Mine D
Source: Independent Technical Report, Data of the Company is provided by the Company, USGS, Frost &
Sullivan
Notes:
(1) Designed production capacity refers to the processing capacity of tungsten concentrate per year.
(2) Mineral resources refer to Mineral resources of WO
3.
INDUSTRY OVERVIEW
– 137 –


--- page 149 ---
The Group was the fourth largest tungsten company globally with mineral resources of
0.23 million tonnes.
Ranking of Leading Players in Terms of the Mineral Resources (Global),
as of December 31, 2024
Mineral Resources
(Million tons)CompanyRank
2024
Identities or Background
1.591 Company A
1.23
Established in 1997 and headquartered in Fujian, this company is a listed company on the Shanghai Stock Exchange. This
company focuses on three core businesses: tungsten and molybdenum, rare earths, and lithium battery materials, and also
engages in real estate development.
2 Company B
0.36
Established in 1950 and headquartered in Beijing, this company owns a total of eight listed subsidiary companies. This company
is engaged in the production and trading of me tals and minerals, including copper, aluminum, tungsten, tin, antimony, lead, zinc,
and nickel.
3 Company C
/ 0.234 The Group
0.22
Established in 2018 and headquartered in UK , this company is a listed company on London Stock Exchange. This company is a
mining development company focused on world-class tungsten and tin mine on the outskirts of Plymouth.
5 Company D Established in 2010 and headquartered in Vancouver, this company is a listed company on Toronto Stock Exchange. It holds an
88.5% controlling interest and is the operator of one Tungsten-Molybdenum Project in New Brunswick.
Source: Independent Technical Report, Data of the Company is provided by the Company, USGS, Frost &
Sullivan
Note:
(1) Mineral resources refer to Mineral resources of WO
3.
(2) Company A is a listed company on SHSE which was established in 1997 and headquartered in Xiamen,
Fujian Province, China. The company involved in fields such as tungsten, molybdenum, rare earths, new
energy materials, and real estate. The company has a complete tungsten and rare earth industry chain,
with an annual revenue of RMB40 billions.
(3) Company B is a company which was established in 1950. This company focuses on metal minerals as
the core business and owns several listed subsidiaries on SHSE, SZSE, HKEX. The company
headquartered in Beijing, China and is a member of the Fortune 500. The company covers mining
business including copper, zinc, lead, antimony and other resources and has over 30 domestic and
foreign mines in Asia, Oceania, South America, and Africa.
(4) Company C is a listed company on London Stock Exchange and was established in 2018 and
headquartered in UK. The company focuses on mining development and restarting mine that has been
suspended mining operations. The company also own one of the largest tungsten resource in the world.
(5) Company D is a listed company on Toronto Stock Exchange and was established in 2010 and
headquartered in Vancouver, British Columbia, Canada. The Company is primarily engaged in the
acquisition and development of mineral properties and holds a major economic interest in a Tungsten
and Molybdenum Project located in Canada.
INDUSTRY OVERVIEW
– 138 –


--- page 150 ---
MARKET DRIVERS ANALYSIS OF GLOBAL, CHINA’S AND KAZAKHSTAN’S
TUNGSTEN INDUSTRY
The rarity of Non-ferrous Metal Tungsten Resources and Continuously Innovative
Mining Technology: Tungsten is a rare material with a high melting point, high density, high
hardness, strong wear resistance, stable chemical performance, and other excellent
characteristics. Tungsten products are usually used in various fields such as machinery
manufacturing, power resources, and defense industry. The reserve volume of tungsten
increased from approximately 3.2 million tons in 2019 to 4.6 million tons in 2024, representing
a CAGR of 7.5%. In 2024, the global tungsten production was approximately 81,000 tons and
the global tungsten consumption was about 129,600 tons, leading to a gap of up to 48,600 tons,
reflecting the scarcity of tungsten resources and strong demand. Although the world’s tungsten
resources are geographically widespread, China currently ranks first in terms of tungsten
resources and reserves, accounting for over 50% of the world’s tungsten resources and
reserves. China implements total mining index for tungsten to control its mining i.e., the state
departments uniformly plan and allocate the tungsten resources mining indexes for various
regions. Besides, Canada, Kazakhstan, and Russia also have relatively abundant resources of
tungsten. With the advancement of technology and the continuous growth of reserves, in order
to match the relatively scarce tungsten resources, tungsten production and steadily rising
tungsten consumption, continued innovation in mining technology will become a major factor
in the growth and development of the tungsten industry.
Increasing Demand for Tungsten from Downstream Industries: With the steady growth
of the world economy, tungsten consumption in various industries also keeps growing, and the
global tungsten consumption is expected to reach 158,200 tons by 2029. Tungsten is often
made into cemented carbide products, which are widely used in aerospace industry, military
industry, and PV (photovoltaic) industry and many other industries. Tungsten and tungsten
wires can be used for producing materials with hardness, wear resistance, and high corrosion
resistance. With foreseeable expansion of production and large scale application, the cost
performance ratio of tungsten wire will be higher than carbon diamond wire and it is going to
be a reliable alternative product in photovoltaic Industry. In addition, tungsten carbide tools are
widely used in computer numerical control (CNC) machine tooling. CNC machine tools require
tools with high hardness, wear resistance and high temperature resistance to meet the demands
of high speed cutting and heavy load machining. Tungsten, as one of the main components of
Cemented Carbide, can provide excellent hardness and wear resistance, making the tool more
durable and longer life. In addition, Carbide drills are a common industrial cutting tool used
for drilling holes in metals, wood, plastics and other materials. Tungsten carbide particles give
tungsten carbide drills high hardness and wear resistance, enabling them to cut effectively at
high rotational speeds and under heavy loads. Moreover, tungsten carbide drills offer good
cutting stability and long service life for a variety of drilling applications. Compared with other
materials, tungsten has more compelling competitive advantages, leading to the rapid
development of tungsten market.
INDUSTRY OVERVIEW
– 139 –


--- page 151 ---
Advanced technology in Mineral Processing and Metallurgy: In the direction of
tungsten smelting technology, before 1980s, soda sintering, hydrochloric acid decomposition
(for high-quality scheelite concentrate), soda pressure cooking, NaOH decomposition were the
main commonly used tungsten ore decomposition processes globally. From the early 1980s to
the end of the 1990s, the revolutionary breakthrough was made in NaOH decomposition
method represented by hot ball milling (mechanically activated) and alkali pressure cooking.
Since then, almost all tungsten minerals have been treated by NaOH decomposition method. In
recent years, the development of sulfur and phosphorus mixed acid synergistic leaching
technology of scheelite has realized the decomposition of tungsten minerals at atmospheric
pressure. With the development of mineral processing and metallurgy technology, enterprises
continue to increase technological research, improve the utilization rate of mineral resources,
upgrade automated processes, and reduce energy costs. Furthermore, advancements in mining
and processing technologies have improved the efficiency and cost-effectiveness of tungsten
extraction, making it an attractive market for investors.
Improved Tungsten Utilization Efficiency Driven by Intelligent Technology: Tungsten is
a scarce, non-renewable and strategic resource worldwide. Therefore, the recycling of tungsten
is also important. With the widespread adoption of intelligent mining and smart mineral
processing, the overall utilization rate of tungsten has been increasing in the past few years.
Enterprises can now mine tungsten more efficiently and safely with the adoption of intelligent
technologies. A set of intelligent systems can track the status of tungsten mines or ores 24/7
to ensure safety and productivity, therefore improve the overall utilization of tungsten.
Therefore, the intelligent technologies available in the industry are one of the main drivers of
the tungsten market.
Favored Policies by Both Chinese and Kazakhstani Governments: In 2022, Kazakhstan
and China celebrated the 30th anniversary of diplomatic relations. Over the past 30 years, the
two countries have established a permanent comprehensive strategic partnership, laying a solid
foundation for strengthening good neighborly relations and further deepening mutually
beneficial cooperation. Kazakhstan is the first country where “The Belt and Road Initiative”
(“ɓ੭ɓ༩”) was initiated. China and Kazakhstan have achieved great results in the process
of building “The Belt and Road Initiative” and approximately 45 production capacity
cooperation projects have been established between the two countries. China and Kazakhstan
signed the “Cooperation Outline on Docking the Silk Road Economic Belt Construction and
the New Economic Policy of the “Bright Road”” (“׵“കၦʘ༩຾᏶੭”ணၾ“ʘ༩”อ
ഄ࿁ટΥЪ஝ྌ”). In the list of Sino-Kazakh cooperation projects, investment in the oil
and gas sector accounts for about half, and the rest is distributed in industries such as mining
and ore processing, machinery manufacturing, energy, and food production. Building “The Belt
and Road Initiative” injects new vitality into Sino-Kazakh cooperation and promotes the
synergistic development effect of the tungsten mining industry at the policy level. Under the
Belt and Road Initiative, the Boguty tungsten mine project serves as a key venture in the
capacity cooperation framework between China and Kazakhstan, providing a platform for joint
exploration and development cooperation among China and Central Asian countries. In
addition, the Kazakhstani Government has also issued a number of favorable regulations and
INDUSTRY OVERVIEW
– 140 –


--- page 152 ---
plans beneficial to the mining industry. For instance, “Strategy Kazakhstan 2050” is a strategic
plan issued by the government in 2012 to define new markets in which Kazakhstan can form
productive partnerships and create a favorable investment environment. Since China has
already established a long-term partnership with Kazakhstan, these favorable policies provide
a friendly environment for Chinese enterprises to operate in Kazakhstan and promote the
development of the tungsten industry in both China and Kazakhstan. In addition, mining is the
mainstay of Kazakhstan national economy. In 2024, Kazakhstan mining industry accounted for
approximately 50% of total industrial output.
In May 2020, the Kazakhstan government approved the implementation of the “2020-
2025 National Geological Exploration Plan”, aiming to further strengthen geological
exploration in various mineral resource-rich regions such as East Kazakhstan Province and
Karaganda Province to ensure an increase in mineral resource reserves. Additionally,
Kazakhstan continues to expand international mining investment cooperation. Since 2020, it
has held discussions with governments and enterprises from countries including Canada,
Hungary, Russia, the United States, and Germany, further consolidating and expanding mining
cooperation.
FUTURE TRENDS ANALYSIS OF GLOBAL, CHINA’S AND KAZAKHSTAN’S
TUNGSTEN INDUSTRY
Trends and Opportunities
Innovation in Tungsten Waste Recycling and Reuse: Currently, most leading enterprises
in tungsten industry can complete the preparation and mining process of tungsten. However, to
achieve a better result in utilizing global tungsten resources, leading enterprises not only need
to mine tungsten resources, but also need to recycle and reuse tungsten waste. Leading
enterprises are expected to innovate a low-cost but high-efficiency method to recycle tungsten
waste. As the growth of tungsten resources slows down, leading enterprises are paying more
attention to recycling and reusing tungsten waste instead of simply consuming tungsten
resources. Currently, around 75% of global tungsten supply comes from primary tungsten, only
the remaining 25% comes from recycled tungsten. Although the initial investment in advanced
technology is relatively high, the technology can significantly improve the efficiency of
recycling and reuse of tungsten resources, thereby gradually reduce the operational cost of
mining enterprises. Due to the strategic position and scarcity of tungsten, many leading
enterprises attach great importance to the recycling of tungsten waste. In recent years, the
supply share of recycled tungsten has been increasing and it will continue to be the
development trend of the tungsten industry in the future.
INDUSTRY OVERVIEW
– 141 –


--- page 153 ---
Technology Upgrades Bring More Tungsten Applications: With the upgrading of
technologies, leading enterprises are able to produce more refined products. Take China as an
example, some of the leading tungsten enterprises have introduced advanced technology and
equipment to implement technology absorption, transformation, independent research and
development and achieved localization of some key equipment such as spray drying and gas
pressure sintering. In the future, with the continuous improvement of the technologies in the
tungsten industry, the deep processed tungsten products of some leading enterprises are
expected to include more specifications in terms of thickness, width, length, density, etc. These
advanced tungsten products will gradually develop towards high performance, high precision,
and high added value. Therefore, technological upgrading is an opportunity for large
enterprises to strive for in the future.
Sustainable Mining Practices: There will be an increased focus on sustainable mining
practices, including reducing environmental impact and promoting responsible resource
extraction. This may involve utilizing advanced technologies for efficient extraction,
implementing strict environmental regulations, and promoting reclamation and rehabilitation
of mining sites. Compared to underground mining, open-pit mining offers better resource
utilization, higher recovery rates, higher yields, higher labor productivity, and lower costs.
Therefore, open pit mining is more sustainable and will become a major trend in the industry
in the future.
Threats and Challenges
Increasing Operational Cost and Environmental Awareness: Labor force is an important
factor in the tungsten industry. As the economy develops, labor costs in China and Kazakhstan
have been rising in recent years. The average annual salary of employees in the mining industry
in China and Kazakhstan increased from approximately US$12,700 and US$9,600 in 2019 to
approximately US$20,900 and US$19,800 in 2024, respectively, representing a CAGR of
14.0% and 10.5%, respectively. The number of employees in the mining industry has shown a
decreasing trend in recent years. In addition, the price of raw materials used for producing
downstream products also impacted the tungsten industry. For example, liquid sodium
hydroxide and sulfuric acid are the key raw materials for producing tungsten downstream
products and their price increased in 2021, which in turn significantly increased the price of
tungsten products. Additionally, the increasing global awareness of ESG policies and
environmental protection will also bring obstacles to the mining industry, as mining enterprises
usually face potential environmental damage issues.
Uncertainty about the World Economic Situation: The uncertainty of the world
economic situation will also affect the tungsten mining industry to a certain extent. Russia is
another large tungsten mining country in terms of the reserve volume and production volume
of tungsten. The Russian-Ukrainian war caused short-term fluctuations in the tungsten market.
Going into war, Russia is expected to use most of its domestic tungsten reserves to prepare
weapons, reducing the global supply of tungsten and causing tungsten products price to rise
due to supply shortages in Russia. When conflicts situation eases and strategic reserves and
operational needs are met, the price of tungsten resources is likely to return to normal levels.
INDUSTRY OVERVIEW
– 142 –


--- page 154 ---
COST ANALYSIS OF CHINA’S AND KAZAKHSTAN’S TUNGSTEN INDUSTRY
At present, most of the tungsten mines are still relying on labor to varying degrees, such
as the exploration in the early stage, and the compliance of inspections in various underground
places. Therefore, labor costs in Kazakhstan and China were selected for comparison in the
cost section. In line with the growing macro economy in China and Kazakhstan, the average
annual salary of employees in the mining industry has also experienced a rapid increase in the
past. The average annual salary of employees in China and Kazakhstan increased from
approximately US$12,700 and US$9,600 in 2019 to approximately US$20,900 and US$19,800
in 2024, respectively, representing a CAGR of 14.0% and 10.5%, respectively. Going forward,
the average annual salary of employees in the mining industry is also expected to increase
along with the growing economic environment in each country.
Average Annual Salary of Employees in the Mining Industry (China & Kazakhstan),
2019—2029E
Thousand USD
CAGR: +14.0%
CAGR: +4.2%
2019 20212020 2024 20232022 2025E 2026E 2027E 2028E 2029E
0
5
10
15
20
35
Average Annual Salary of Employees (China), 2019-2029E
25
30
12.7 13.5
15.2
20.9
23.2
24.6
26.5
28.4
30.4
20.0
18.0
Thousand USD
CAGR: +10.5%
CAGR: +7.8%
9.6
10.7 11.7
13.0
16.3
19.8
21.9
23.6
25.2
26.5
28.6
2019 20212020 2024 20232022 2025E 2026E 2027E 2028E 2029E
0
5
10
15
20
Average Annual Salary of Employees (Kazakhstan), 2019-2029E
25
30
Source: Frost & Sullivan
Note: There’s no statistics of global cost analysis of tungsten industry.
As China’s economy continues to grow, China’s government proposed several rules and
policies to lower the industrial electricity price in order to promote the development of China’s
enterprises. The industrial electricity price in China decreased RMB0.58 per kWh to RMB0.57
per kWh from 2019 to 2021. In 2023, due to the increasing demand for electricity with the
continuous development of the industrial field, the industrial electricity price increased to
RMB0.69 per kWh in 2023 and RMB0.76 per kWh in 2024.
The industrial electricity price in Kazakhstan is generally lower than the price in China,
fluctuating between RMB0.3 per kWh to RMB0.4 per kWh from 2019 to 2024.
INDUSTRY OVERVIEW
– 143 –


--- page 155 ---
Industry Electricity Price (China & Kazakhstan), 2019—2024
0.0
0.1
0.2
0.3
0.4
0.5
0.6
0.8
0.7
0.33
0.58
RMB/kWh
0.36
0.58
0.33
0.57
0.38
0.63
0.43
0.69
0.38
0.76
China Kazakhstan
2019 2020 2021 2022 2023 2024
Source: Frost & Sullivan
Note:
(1) Industry electricity price in China refers to the industry with 315KV A or more;
(2) Industry electricity price in Kazakhstan refers to the electricity for enterprises.
ENTRY BARRIERS ANALYSIS OF GLOBAL, CHINA’S, AND KAZAKHSTAN’S
TUNGSTEN INDUSTRY
Exploration and Mining Capability Barrier: Exploration and mining capability is crucial
to the tungsten industry, industry participants need to accurately identify the exact location of
tungsten mines, mining methods, economic value, etc. For instance, some mines have
mineralization prospects in the deep parts and need to strengthen deep search according to
geological studies; some mines have large reserves, but the depth exploration degree is low, far
from meeting the mining needs; and some mines have been exhausted, and are on the verge of
pit closure, which urgently need to explore the deep mineralization mechanism to draw a
definite geological conclusion. Therefore, new entrants to the industry require a long time to
develop their exploration and mining capability.
Product Quality Barrier: As downstream customers are paying more attention to the
tungsten raw materials, product quality has become one of the main barriers to entering the
tungsten industry. Major domestic and foreign high-end tungsten carbide manufacturers have
strict requirements for their main raw material, ultra-fine and ultra-thick tungsten carbide
resources. For example, ultra-fine tungsten carbide powders are required to have small particle
size, high purity, and narrow particle size distribution. Companies that fail to meet relevant
quality requirements will be gradually eliminated. In addition, downstream customers pay
special attention to the stability of product quality. It is very difficult to survive and develop
in the tungsten market if a company cannot continue to provide products with stable quality.
INDUSTRY OVERVIEW
– 144 –


--- page 156 ---
Technical Barrier: With the development of global tungsten technology, tungsten
products tend to have high performance, high precision, and high added value. This trend puts
forward higher technical requirements for enterprises entering the tungsten industry, such as
the gradual application of nanomaterials, nanostructure coatings, coating technologies, etc.
Tungsten cemented carbide tools require higher technical standards and requirements on its
main raw material tungsten carbide for the powder morphology, chemical purity, and powder
particle size. Therefore, new companies entering the industry need to constantly overcome such
technical barriers.
Capital Investment Barrier: Sufficient capital investment is necessary for the tungsten
industry. This is mainly because mining requires a large amount of capital investment upfront
as it takes several years before the mine to commence production and making a profit. During
this process, exploration would cost much, geological exploration equipment, mining
equipment and infrastructure need to be purchased and a lot of labor need to be employed. In
addition, sufficient capital is also critical for companies in the tungsten industry to establish
and maintain their leading market position. Therefore, it can be difficult for new entrants
without sufficient capital to enter the industry.
Talent Barrier: The tungsten industry has higher requirements for talent in all aspects. In
the production process, the production personnel are required to precisely control the key
parameters in each process flow. Therefore, a company is required to have a variety of talent
with many years of experience in tungsten industry. The demand for talent in the industry is
not only for professional knowledge but also for experience. At present, there are few
professionals in the tungsten industry, and the talent training cycle is long. Finding
professional talent can become one of the difficulties faced by newcomers.
Exploration and Extraction Permit Barrier: Tungsten ore is a specific mineral species
regulated by Chinese government for protective mining. In order to protect and rationally
develop and utilize the advantageous mineral resources, Chinese government has continued to
postpone the acceptance of new mining exploration and mining registration applications. The
China Ministry of Natural Resources mainly determines the total mining index based on the
national mineral resources planning, while considering the national industrial policy,
ecological and environmental protection, retaining resource reserves, mining rights, mining
capacity, and other factors to determine the total annual mining index of tungsten mines, and
allocates to the provincial departments in charge of natural resources. For new entrants to the
industry, the lack of exploration and mining licenses and the difficulty in obtaining mining
quota can become a serious barrier.
INDUSTRY OVERVIEW
– 145 –


--- page 157 ---
Save for the laws and regulations that are material or specific to our business as disclosed
below, as of the Latest Practicable Date, our business was not subject to any particular laws or
regulations of Kazakhstan and Hong Kong other than those generally applicable to companies
incorporated and/or operating in the respective jurisdiction.
OVERVIEW OF RELEV ANT KAZAKHSTAN LA WS AND REGULATIONS
Kazakhstan Mining Regulation
General
In Kazakhstan, in accordance with the Constitution of Kazakhstan, the subsoil and
mineral resources belong to the people of Kazakhstan. The state exercises ownership on behalf
of the people. A temporary right to explore and/or use certain subsoil resources may be granted
to a qualified investor, who is considered a subsoil user. There are two Kazakhstani
Governmental bodies regulating and competent in subsoil use (each the “ Competent
Authority ” with respect to their relevant areas of jurisdiction): the Ministry of Energy is the
Competent Authority in respect of hydrocarbons and uranium and the Ministry of Industry and
Construction is the Competent Authority in respect of solid minerals. The relevant Competent
Authority represents the state interests and grants, on behalf of the state, subsoil use rights to
explore and/or produce minerals within certain subsoil site. Subsoil use right is limited in term
subject to possible extension before the expiration of the applicable subsoil use contract or
license (whichever is applicable). Subsoil use rights may be terminated by the relevant
Competent Authority if, for example, a subsoil user has not rectified on time a breach of the
contractual or license obligations.
Local executive authorities regulate and control all matters with respect to the production
of so-called “widespread” minerals, including sandstone, limestone and others.
Foreign investment in the mining industry is not restricted. Foreign companies (acting
through branches or entities in Kazakhstan) and individuals may enter into subsoil use
contracts or receive subsoil use licenses and have the same rights and obligations as local
subsoil users.
Subsoil Use Contracts and Licenses
Prior to August 1999, subsoil use rights for subsoil use operations were granted under a
license and parallel execution of a subsoil use contract. In August 1999, the Kazakhstani
Government, in an attempt to simplify the procedure, abolished this two-tier process and since
then subsoil use rights were obtained by execution of a contract awarded as a result of a tender
or direct negotiations with the Competent Authority.
REGULATORY OVERVIEW
– 146 –


--- page 158 ---
A subsoil user could enter into one of the following three types of contracts with the
Competent Authority: (i) an exploration contract; (ii) a production contract or (iii) an
exploration and production contract. An exploration contract permits a subsoil user to conduct
exploration works only (seismic survey and interpretation, appraisal and pilot production) and
a separate production contract is required to conduct production per results of exploration
works. A production contract permits a subsoil user to conduct production works only with
limited additional exploration works in some cases and required exploration results being
available prior to commencement of production works. A combined exploration and production
contract permits a subsoil user to conduct exploration and production works without the need
to enter into separate contracts at each stage.
With effect from June 29, 2018, when the SSU Code came into force, subsoil use rights
under new mining ( i.e., solid minerals) projects (except for uranium and oil and gas) are
granted under license only to the first applicant based on “first come, first served” principle.
Such principle does not apply to granting licenses with respect to the subsoil sites (blocks)
included in the State Subsoil Fund Management Program for the first time. In general, the SSU
Code has significantly simplified the application process for obtaining subsoil use rights.
There are two types of licenses: (i) exploration licenses (which include exploration and
appraisal works) and (ii) production licenses (which include mining, mineral processing and
operational exploration). Upon discovery of solid minerals and confirmation of their reserves
in accordance with Kazakhstan laws, a holder of an exploration license has an exclusive right
to receive a production license, but only if such exclusivity right is exercised until the
expiration of the exploration license.
In respect of the subsoil use contracts executed before the SSU Code entered into force,
the general rules under the SSU Code are as follows:
i. subsoil use licenses and subsoil use contracts concluded before the SSU Code
entered into force remain in effect;
ii. subsoil use contracts concluded before the SSU Code entered into force may be
amended by an agreement between the parties ( i.e., the subsoil user and the
Competent Authority), or in cases required by relevant subsoil use contracts or law;
iii. certain procedural rules (type and approval of project documents, term extension,
etc.) under the SSU Code apply to subsoil use licenses and subsoil use contracts
concluded before the SSU Code entered into force; and
iv. subsoil use contracts for production or combined exploration and production with
respect to solid minerals concluded before the SSU Code entered into force may be
amended for purposes of extension of its term (or production period under such
contract) if such extension is stipulated by the contract. If no such extension is
envisaged, subsoil user has the right to apply for a production license in accordance
with the procedures prescribed by the SSU Code.
REGULATORY OVERVIEW
– 147 –


--- page 159 ---
In case of extension of a contract for production or combined exploration and production
of solid minerals, such as tungsten, on a subsoil site containing a major field (such as Boguty
tungsten mine), which was concluded before the enactment of the SSU Code for a period
exceeding ten years, the Competent Authority may include in the terms of such extension one
of the following obligations of the subsoil user:
i. creation by a subsoil user or its subsidiary or a joint venture of processing facilities;
ii. modernization or reconstruction of the subsoil user’s existing production facilities;
iii. modernization or reconstruction of existing processing facilities;
iv. supply of extracted minerals for processing to processing enterprises (production
facilities) located in the territory of the Republic of Kazakhstan; and
v. procurement by a subsoil user, its subsidiary or a joint venture of an investment
project in accordance with the Entrepreneurial Code of the Republic of Kazakhstan
or a project aimed at the social and economic development of the region.
If the subsoil user declines to extend the contract under the above terms, the
corresponding subsoil site will be put up for auction upon the contract’s expiration.
Term of Subsoil use Contracts and Licenses
The term of subsoil use contract depends on the type of such contract: (i) exploration
contract; (ii) production contract or (iii) combined exploration and production contract. The
same rule applies to the subsoil use licenses, i.e., the a term of an exploration license differs
from the term of a production license. An exploration contract or the exploration stage in a
combined exploration and production contract can be for an initial term of up to six years with
a possible extension for appraisal (prior to 2010, it was possible to extend for two 2-year
periods and appraisal) subject to filing an application with the Competent Authority for
extension with the description of the substantiated reasons for such extension. Appraisal period
is determined on a case-by-case basis in accordance with the relevant plan-of-works project
document. A production contract or the production stage in a combined exploration and
production contract can be for an initial term of up to twenty-five years, determined in
accordance with a relevant plan-of-works project document. Such production contract or stage
may be extended for an additional production period of up to the same length if a relevant
subsoil use contract permits such extension (subject to possible subsoil user’s undertaking of
additional investment commitments in Kazakhstan), or a subsoil user has an exclusive right to
apply for a production license not earlier than three years before the subsoil use contract
expires. If any term of a subsoil use contract is changed, a relevant amendment to the contract
must be executed between the Competent Authority and subsoil user. The Competent Authority
then registers such amendment.
REGULATORY OVERVIEW
– 148 –


--- page 160 ---
An exploration license is granted for six years with a possible one-time five-year
extension (in case the exploration license covers ten or more blocks, such extension will be
subject to mandatory relinquishment of at minimum 40% of the license area). A production
license is granted for up to twenty-five years and may be extended for the same period
unlimited number of times under subsoil user’s application. If the term of license is changed
(such as the name of the holder of the license or its registered address, prolongation of the term
of the license or the changes in the boundaries of a subsoil site), the Competent Authority must
reissue the license upon receipt of the subsoil user’s application for reissuance.
A subsoil user under subsoil use contracts for solid minerals that was granted prior to the
enactment of the SSU Code are entitled to convert it into a subsoil use license upon approval
of a commission created by the Competent Authority.
Prior to signing the execution version, the then competent governmental departments
have reviewed the SSU Contract, and confirmed the compliance of the SSU Contract with
Kazakhstan law from legal, environmental and commercial perspectives. Further, pursuant to
Article 30 of the Law of Kazakhstan “On Subsoil and Subsoil Use”, any law amendments after
the conclusion of a contract does not have retrospective effect on the said contract, except for
regulations on national security, defense capabilities, environmental security, healthcare, tax
and customs. Therefore, only the SSU Code and other legal acts as of the date of signing
applies to the SSU Contract.
As advised by our Kazakhstan Legal Advisors, the SSU Contract is valid, binding and
enforceable under the laws of Kazakhstan because (i) it has not expired, (ii) the Competent
Authority has not notified Subsidiary ZV on its termination, and (iii) there is no termination
agreement between Subsidiary ZV and the Competent Authority. The validity of the SSU
Contract was also confirmed by the letters No. ZT-2023-02274049 dated November 7, 2023,
No. ZT-2023-02676870 dated December 30, 2023 and No. ZT-2024-03681260 dated April 24,
2024, No. ZT-2025-00869708 dated March 19, 2025 and No. ZT-2025-02448566 dated August
11, 2025, issued by the Competent Authority.
Renewal Procedure of the SSU Contract
The renewal procedure for the SSU Contract is as follows:
a. Subsidiary ZV must apply to the MIC with an application to renew the term of the
SSU Contract no later than six months before the expiration of the SSU Contract.
The application must set forth the proposed amendments to the SSU Contract, their
justification and other information necessary for making a decision on the
application. The application must be accompanied by a draft addendum to the SSU
Contract. If there is a need to make changes to the working program of the SSU
Contract, the application must also be accompanied by (i) the draft work program,
(ii) a written justification of the need for the proposed amendments and additions to
the SSU Contract, and (iii) design documents and liquidation plan (project) that has
been developed, agreed and approved (with positive conclusions) by relevant
experts in accordance with the SSU Code.
REGULATORY OVERVIEW
– 149 –


--- page 161 ---
b. Not later than five business days from the date of receipt of the application, the MIC
brings the received application to the expert commission on subsoil use for
consideration. The expert commission considers the application within 20 business
days from the date of its receipt and sends its recommendations to the MIC.
c. Based on the expert commission’s recommendations, the MIC decides within five
business days of receiving such recommendations whether to refuse to amending the
SSU Contract or start negotiations on any amendments to the SSU Contract.
d. The negotiations are conducted by the MIC’s working group.
e. The negotiations are held within two months from the date the applicant submits the
draft addendum and other necessary documents to the MIC for consideration by the
working group. By agreement of the parties, this term can be prolonged.
f. The results of the negotiations must be formalized by a protocol. Draft amendments
and additions to the SSU Contract are signed by the MIC after being approved by
the working group. If the draft addendum affects key financial and economic
indicators of the SSU Contract, the MIC working group may send it for review by
an economic expert before execution.
The SSU Contract may be extended for a period no more than the maximum term of the
production license established by the SSU Code. Considering the above limitations, the term
of extension of the SSU Contract must be determined based on the planned mining operations
envisaged by the work program.
If the MIC rejects the application or makes comments to the respective addendum to the
SSU Contract that are not justifiable in the view of the subsoil user, then the subsoil user has
the right to appeal such actions of the MIC in an administrative court in accordance with the
procedures set forth in the Administrative Procedural Code of the Republic of Kazakhstan.
Plan-of-Works Project Documents and Work Programs
Each stage of work performance (exploration, appraisal, pilot production or production)
under a subsoil use contract is subject to holding a proper plan-of-works project document,
which must describe the scope of relevant works and methods to be used by the subsoil user
in such works. The SSU Code establishes certain procedures for the preparation and approval
of plan-of-works project documents and delivery of those to the Competent Authority.
The subsoil use contract is also accompanied by a work program, which is prepared on
the basis of the relevant technical project documents developed by the subsoil user. Such work
program sets out the subsoil user’s year-by-year plans in terms of minimal scope of work and
financial obligations. The work program is an attachment to a subsoil use contract. Any
amendment to the work program must be reflected as an amendment to the relevant subsoil use
contract.
REGULATORY OVERVIEW
– 150 –


--- page 162 ---
The financial obligations under a subsoil use contracts include expenses for regional
social development and infrastructure, contributions to the liquidation fund, education and
advanced training of Kazakhstan personnel, and research and development.
Annual financial obligations for a license holder are set out in the SSU Code, which are
not negotiable and are determined in proportion to the number of subsoil sites (blocks) and year
of operation under the license.
Transfer and Encumbrance of Subsoil Use Rights or Interests in Subsoil User
The SSU Code requires obtaining the permission of the Competent Authority for any
transfer of subsoil use right (or a part of it) or any direct or indirect interest (including, initial
offering of shares) in a subsoil user. Certain transfers ( e.g., transfer of less than 1% of the
shares, post-IPO transactions with shares on a securities exchange, transfer to /H1135099%
subsidiaries, etc.) are exempt from such requirement. The general rule is that a buyer
(transferee) must apply to the Competent Authority for permission, the only exception from
such rule is made for initial offerings, where an issuer (a subsoil user or its direct or indirect
holding company) must apply for the permission. Applications and all accompanying
documents must be submitted in both Kazakh and Russian languages. Documents in a foreign
language must be accompanied by a notarized translation into Kazakh and Russian. Documents
issued outside Kazakhstan are subject to legalization or apostille. Permission is granted within
one month (three months for “large deposit,” as determined according to resources volume
depending on the specific mineral (for example, greater than 100 thousand tonnes of tungsten
in resources, greater than 100 million tonnes of iron ore, etc.)) and is valid for one year, by
which time a permitted transfer or offer of shares must be completed. In practice the issuance
of the permission may be delayed by the Competent Authority and thus, take longer than the
above statutory deadlines. The Competent Authority may refuse to grant permission for certain
stipulated reasons, including for national security purposes, if an application does not comply
with the requirements, or transfer is prohibited by law or international treaty, among others.
We have obtained official written permission of the Competent Authority on October 14,
2024 (the “ Permission ”) for the Global Offering on the Stock Exchange and for the AIX
Offering on the AIX. According to the SSU Code, the Permission is in effect during the period
from October 14, 2024 to October 13, 2025 (both days inclusive).
Pursuant to the Permission, the Company may issue from 19,610,000 Shares to
784,330,000 Shares (the “ Permitted Shares Issue ”) for listing and trading on the Main Board
of the Stock Exchange and/or the AIX, the organized securities markets. The Permission does
not set the Offer Price/AIX Offer Price which is in line with the requirements of the SSU Code
as to the content of the Permission. In addition, according to the SSU Code, if the following
corporate actions, including top-up placing, open offer, rights issue, options issue, share
transactions as well as mergers and acquisitions are carried out on the Stock Exchange and/or
the AIX within the Permitted Shares Issue, or those actions fall under any of the Transfer
Exemptions (as defined below), no new permission from the Competent Authority is necessary.
REGULATORY OVERVIEW
– 151 –


--- page 163 ---
As advised by the Company’s Kazakhstan Legal Advisors, the range of Shares to be
issued serves two primary purposes: (i) it enables the Company to initiate the application
process with the Competent Authority for the Permission at an early stage; and (ii) it allows
for an economical estimation of the potential number of Shares that may be issued and placed,
depending on market conditions. Additionally, it should be noted that the maximum number of
shares specified in the Permission does not obligate the Company to issue or list the full
maximum number. The Permission merely defines the range within which the Company may
issue any such number of Shares.
As advised by the Company’s Kazakhstan Legal Advisors, the Permitted Shares Issue
refers to the range of total number of Shares that may be issued upon completion of the Global
Offering. The high-end of the Permitted Shares exceeds (i) the proposed number of the Offer
Shares to be issued pursuant to the Listing and the AIX Offering; and (ii) the proposed total
number of Shares in issue/to be in issue upon completion of the Global Offering. This provision
facilitates future corporate actions which may be conducted on the Stock Exchange and/or the
AIX pursuant to the SSU Code, including but not limited to top-up placings, open offers, rights
issues, options issues, share transactions, as well as mergers and acquisitions. If any such
corporate actions are undertaken within the Permitted Shares Issue, no new permission from
the Competent Authority is required.
As advised by the Company’s Kazakhstan Legal Advisors, provided that the AIX Listing
occurs on or before October 13, 2025, and on the condition that (i) any future corporate action
of the Company conducted on the Stock Exchange and/or the AIX, along with the
corresponding share issue(s), falls within the Permitted Shares Issue; or (ii) if the future
corporate action qualifies under any of the Transfer Exemptions, it would not require any
additional permission from the Competent Authority under relevant Kazakhstan law.
After obtaining the Permission of the Competent Authority and the placement of Shares
at the Stock Exchange and/or AIX, respectively, further transactions with such Shares on the
relevant stock exchange do not require permission from the Competent Authority (the “ Listing
Exemption ”). As advised by our Kazakhstan Legal Advisors, delisting of the Shares from the
AIX will not terminate the Listing Exemption for trading of Shares on the Stock Exchange, and
vice versa.
As advised by our Kazakhstan Legal Advisors, according to the AIX Business Rules and
the AIFC Market Rules, AIX may, suspend without prior notification to an issuer, or delist
securities from the Official List with immediate effect or from a specified time and date, where
it is satisfied that there are circumstances that warrant such suspension or delisting or it is in
the interests of the AIX and investors (MLR 19.1). Circumstances that may warrant suspension
include, but are not limited to, the following (MLR 19.2):
1) the listed entity has failed to meet its continuing obligations for listing;
REGULATORY OVERVIEW
– 152 –


--- page 164 ---
2) the listed entity has failed to publish financial information in accordance with the
AIX Business Rules;
3) the listed entity is unable to assess accurately its financial position and inform the
market accordingly;
4) there is insufficient publicly-available information in the market about a proposed
transaction which involves the listed entity or the relevant securities;
5) the listed entity’s securities have been suspended elsewhere;
6) the listed entity has appointed administrators or receivers, or is an investment trust
or fund and is winding up;
7) the relevant securities are a securitised derivative and any underlying instrument is
suspended;
8) for a derivative which carries a right to buy or subscribe for another security,
9) the security over which the derivative carries a right to buy or subscribe has been
suspended; or
10) AIX considers it is in the interests of the AIFC and AIX, including the interests of
investors, potential investors or the AIFC capital markets.
Further, according to the AIX Admissions and Disclosure Standards for the Issuers
(“ADS”) 7.2.3, AIX may impose a trading suspension or remove an issuer’s securities from
trading in the event any of the following circumstances arise:–
1) the issuer is unable or unwilling to comply with, or breaches any provision of the
ADS;
2) there are no longer any of the issuer’s securities in issue; or
3) trading of the issuer’s securities may be detrimental to the orderly operation of the
AIX market, or to the reputation of AIX.
REGULATORY OVERVIEW
– 153 –


--- page 165 ---
As advised by our Kazakhstan Legal Advisors, when the Shares are (i) delisted from both
the Stock Exchange and AIX; or (ii) are transferred through off-market transactions (i.e.,
outside of the Stock Exchange and/or AIX), holders of the Shares which are delisted from the
stock exchanges or transferred through off-market transactions will no longer be able to rely
on the Listing Exemption and any transfer of such Shares will be subject to the permission of
the Competent Authority unless one of the following exemptions as set out in Article 44.2, as
applicable, of the SSU Code may be applied (“ Transfer Exemptions ”):
1. transfer of the Shares in favor of a subsidiary in which at least 99% of interests,
shares, or other forms of equity participation belong to the holder of the Shares,
provided that such subsidiary is not registered in tax heaven;
2. transfer of the Shares between organizations (including succession resulting from
reorganization of legal entities) in each of which at least 99% of interest, shares, or
other forms of equity participation directly or indirectly belong to the same person,
provided that the acquirer of the Shares is not registered in tax heaven;
3. transfer of the Shares in favor of a person or organization that directly or indirectly
owns at least 99% of interest, shares, or other forms of equity participation in the
holder (owner) of the Shares, provided that the acquirer is not registered in tax
heaven;
4. transfer of Shares, because of the distribution of the property of a liquidated legal
entity, if not less than 99% of the interest, shares, or other forms of equity
participation in the acquirer of the Shares directly or indirectly belong to the same
person, provided that the acquirer is not registered in tax heaven;
5. transfer of the Shares, if upon such transfer, the transferee becomes the owner of less
than 1% of the Shares;
6. changes in the size of the authorized capital of the Company, including the
placement of Shares, as well as the sale of previously redeemed Shares or other
securities convertible into Shares, provided that as a result of such actions, the
percentage of the Shares belonging to shareholders or holders of other securities
convertible into Shares does not change;
7. transfer of the Shares under a transaction in which one of the parties is the
Kazakhstani Government, a state body, a national managing holding, or a national
company of the Kazakhstani Government;
8. transfer of the Shares because of succession based on a transfer act during the
transformation of a legal entity;
9. transfer of the Shares in inheritance;
REGULATORY OVERVIEW
– 154 –


--- page 166 ---
10. redemption by the Company of the Shares, as well as securities confirming
ownership to or convertible into the Shares;
11. issuance of securities confirming ownership to or convertible into the Shares when
the owner of the issued securities remains a person who has been the owner of the
Shares;
12. acquisition of the Shares in return for previously issued securities confirming
ownership to or convertible into the Shares; and
13. participation of holders of the Shares in the general meeting of shareholders (proxy
arrangement).
In the event that Shares are to be delisted from the AIX, in order for brokers in
Kazakhstan to assist investors in Kazakhstan with any securities transactions on AIX or to
transfer their Shares to the Stock Exchange, investors must have a brokerage account with a
local broker in Kazakhstan.
In the event that Shares are to be delisted from the Stock Exchange, the Company may
instruct the Hong Kong Share Registrar to assist with the transfer the Shares from the Hong
Kong Share Register to the AIX Share Registrar. As advised by the Company’s Kazakhstan
Legal Advisors, the Hong Kong shareholders may continue to benefit from the Listing
Exemptions as well as the AIFC Exemption for the following reasons: (i) provided that the
Shares remain on the Official List of the AIX, the AIFC Exemption still applies to the Shares
that were previously traded on the Stock Exchange; and (ii) the Listing Exemption applies as
long as the Shares remain on the Official List of the AIX, irrespective of their delisting from
the Stock Exchange.
As advised by our Kazakhstan Legal Advisors, the Listing Exemption and Transfer
Exemptions both apply by virtue of law.
Encumbrance over a subsoil use right (or a part of it) may be created only upon
registration with the Competent Authority.
Acquirers of any Shares, in the event that Shares are (i) delisted from both the Stock
Exchange and AIX, or (ii) transferred through off-market transactions (i.e., outside of the Stock
Exchange and/or AIX), must notify the Competent Authority within one month after the
transaction takes place (subject to receipt of prior permission from the Competent Authority for
such transfer).
The Company must notify the Competent Authority within one month after the IPO takes
place.
Subsoil users must report to the Competent Authority any change in direct or indirect
control over such subsoil user within 30 calendar days after such change.
REGULATORY OVERVIEW
– 155 –


--- page 167 ---
Procedures for obtaining the Competent Authority Permission
As advised by our Kazakhstan Legal Advisors, the procedure for obtaining the permission
from the Competent Authority is as follows:
(1) An applicant (i.e. a purchaser) submits an application for the transfer of objects
associated with subsoil use rights (i.e., the Shares), together with the supporting
documents (including but not limited to, agreement(s) of Shares transfer and
identification and registration documents of the purchaser), in accordance with the
requirements of the SSU Code. Such requirements include the prescribed form,
content and submission of the aforesaid supporting documents. The application can
be submitted electronically (via minerals.gov.kz) or in hard copy. The Competent
Authority reviews and considers the application within one month of the application
filing date, and within three months for major fields.
(2) Within five business days upon receipt of the application, the specialist assigned by
the Competent Authority:–
a. determines whether the application and the submitted documents are complete.
The Competent Authority may request additional documents and information
from the applicant at the initial stage, or any time before the final decision is
made. The term of the application suspends until the requested documents
and/or information are provided; and
b. if the documents are complete, direct the application to the expert commission
on subsoil use, which is an advisory and consultative body under the
Competent Authority in charge of providing recommendations on the
applications (the “ Expert Commission ”).
(3) If the application involves (a) the transfer of Shares in a company that may affect
(directly or indirectly) a Kazakhstan subsoil user holding a strategic field, or (b) a
transfer which may affect national security, the Competent Authority will direct the
application within five business days upon its receipt to the National Security
Committee, the national security authority in Kazakhstan, for review;
(4) If the application is found to affect national security, the National Security
Committee will notify the Competent Authority within ten business days upon
receipt of the application. In such case, the Competent Authority (a) suspends the
application and (b) notifies the applicant within five business days upon receipt of
the National Security Committee’s notification. The Competent Authority would
resume the application only after it receives confirmation from the National Security
Committee that the transfer complies with the national security requirements;
REGULATORY OVERVIEW
– 156 –


--- page 168 ---
(5) The Expert Commission reviews the application within fifteen business days, except
for the application related to major fields, which are processed within forty-five
business days;
(6) Within five business days upon receipt of the Expert Commission’s
recommendations, the Competent Authority either approves or rejects the
application;
(7) In the event that any ground(s) for rejection under the SSU Code is applicable, the
Competent Authority notifies the applicant, no later than three business days before
the expiration of the application consideration term, about the preliminary decision
to reject the application. The Competent Authority also provides the applicant with
the time, date and venue of a hearing for the applicant to express its view on the
preliminary rejection. The hearing takes place no later than two business days upon
notification of the preliminary rejection, and the Competent Authority makes the
final decision in the hearing.
According to the SSU Code and “Rules for rendering the state services for the issuance
of permission for the transfer of subsoil use right arising on the basis of a subsoil use contract,
exploration licence or licence for the extraction of solid minerals, as well as the transfer of
objects associated with the subsoil use right”, approved by the Order No. 516 issued by the
Minister of Industry and Infrastructure Development of Kazakhstan on 14 July 2023, the
Competent Authority may reject the application based on, among others, the following
grounds:
(1) If the applicant does not provide consent for access to personal data in accordance
with the Law of Kazakhstan “On Personal Data and their Protection”;
(2) If the transfer of the Shares does not comply with the requirements of the national
security, including the concentration of subsoil use rights;
(3) If the transfer of the Shares results in concentration of rights under a subsoil use
contract;
(4) If the application does not meet the requirements under the SSU Code in terms of
form and content;
(5) If the SSU Code prohibits transfer of the Shares;
(6) If the transfer of the Shares does not comply with the provisions of international
agreements entered into by the Kazakhstani Government;
(7) If the document(s) submitted by the applicant and/or information contained therein
is considered false;
REGULATORY OVERVIEW
– 157 –


--- page 169 ---
(8) If the applicant or the submitted materials, objects, information required for state
service does not comply with the legislations or regulations of Kazakhstan in respect
of subsoil use;
(9) If, on a case-by-case basis, the Competent Authority requires additional approval or
seeks to conduct examinations, research or inspection through other state
authority(ies), and if such state authority(ies) provides negative response to the
request;
(10) If there is a final and enforceable court decision which prohibits the applicant to (a)
continue subsoil use operations or (b) hold shares or interest (directly or indirectly)
in a subsoil user;
(11) If there is a final and enforceable court decision which deprives the applicant of the
right to use subsoil or hold shares or interest (directly or indirectly) in a subsoil user.
As advised by our Kazakhstan Legal Advisors , should (a) an applicant provide all the
required documents and information to the Competent Authority and (b) there is no national
security concern, there should be no legal impediments in obtaining the permission.
Consequences of transfers of Shares in the case the Listing Exemption and the Transfer
Exemptions are no longer applicable
According to the SSU Code, if the Listing Exemption or the Transfer Exemptions are no
longer applicable to the transfer of the Shares, a purchaser of the Shares is required to apply
and obtain prior permission from the Competent Authority for Share transfer. Should the
purchaser of the Shares fail to obtain such permission, the acquisition of the Shares will be
rendered null and void according to the SSU Code. In addition, the Competent Authority may
terminate the SSU Contract if such breach is not rectified within the deadline set by the
Competent Authority. As a matter of practice, if the transfer of Shares does not fulfill either the
Listing Exemption or the Transfer Exemptions, the Competent Authority may refuse to grant
any subsequent permissions for the transfer of shares or interest in Subsidiary ZV , or in any of
its shareholders who can directly or indirectly affect voting rights of Subsidiary ZV .
On September 25, 2024, the Company requested confirmation from the Competent
Authority that no permission would be required for the transfer of the Shares upon their
admission to the official list of the Main Board of the Stock Exchange. In its request, the
Company stipulated the potential methods of transferring the Shares on the Hong Kong Share
Register (the “ Methods of Transferring Shares ”):
(i) a shareholder holding physical share certificate for his Shares transferring such
Shares to a person who will acquire the Shares in his own name and receive a
physical share certificate for such Shares;
REGULATORY OVERVIEW
– 158 –


--- page 170 ---
(ii) a shareholder holding a physical share certificate for his Shares depositing such
Shares in his securities account maintained with a broker/custodian who is a CCASS
participant and subsequently transferring such Shares to a person who will acquire
the Shares in his securities account maintained with a broker/custodian who is a
CCASS participant;
(iii) a shareholder holding Shares in his securities account with a broker/custodian who
is a CCASS participant and then withdraw the Shares and receive a physical share
certificate in his own name for the Shares; and
(iv) a shareholder holding his Shares in his securities account maintained with a
broker/custodian who is a CCASS participant and then withdrawing the Shares, and
subsequently transferring such Shares to a person who will acquire the Shares, and
the acquirer will receive a physical share certificate in his own name for such
Shares.
On October 4, 2024, the Competent Authority, by its letter No. 01-07-15/37715,
confirmed that the Methods of Transferring Shares constitute transactions conducted on the
organized securities market. Consequently, in accordance with Article 41.2 of the SSU Code,
no permission from the Competent Authority is required for these transactions.
Procurement
As a general rule, the SSU Code requires that a subsoil user under a production contract,
combined exploration or production contract (during production period) or a production license
must conduct its procurements in accordance with the SSU Code and relevant procurement
rules approved by the Competent Authority (the “ Procurement Rules ”). The SSU Code and
Procurement Rules require subsoil users to conduct formal public tenders to procure most types
of goods, works and services, subject to certain limited exceptions.
Local Content Requirements
Since 2002, the Kazakhstani Government has been promoting development of domestic
contractors’ and suppliers’ business in the subsoil use industry. Pursuant to this Kazakhstani
Government’s policy and in accordance with the SSU Code, subsoil users are required to use
equipment, materials and products manufactured in Kazakhstan and to retain Kazakhstan
producers for the provisions of works and services, provided they meet the necessary standards
and requirements. Furthermore, subsoil users are required to give preference to Kazakhstan
personnel while performing any operations under a subsoil use contract.
REGULATORY OVERVIEW
– 159 –


--- page 171 ---
Social Commitments
Every subsoil use contract establishes certain amounts of a subsoil user’s commitment to
invest into training of employees, regional infrastructure development and R&D works (during
production stage only). The value of each commitment and volume of works vary from year to
year and depend on the stage (exploration or production).
Under the license for production of the solid minerals issued in accordance with the SSU
Code, a subsoil user starting from the second year of the licence is obliged on annual basis to:
i. fund the professional training of Kazakhstan personnel in the amount of one percent
of the production costs incurred by the subsoil user in the previous year, in the
manner determined by the Competent Authority jointly with the authorized body in
the field of education (currently the Ministry of Education of the Republic of
Kazakhstan); and
ii. fund the R&D works in the amount of one percent of the production costs incurred
by the subsoil user in the previous year, in the manner determined by the Competent
Authority jointly with the authorized body in the field of science (currently the
Ministry of Science and Higher Education of the Republic of Kazakhstan).
Contract and License Stability
The SSU Code protects stability of existing subsoil use contracts and subsoil use licenses
granted under the SSU Code against any changes in law except for changes concerning taxes,
customs matters, national security, health, state defense, environmental protection or
competition protection.
State Authorities
The Kazakhstani Government is responsible for organizing and managing state-owned
reserves, outlining subsoil allotments, defining the list of widespread minerals, defining the
procedures for the conclusion of subsoil use contracts, appointing the Competent Authority,
and imposing bans and restrictions on the use of subsoil for purposes of national security,
safety and environmental protection. Local executive authorities have responsibility for,
among other things, allotment of land plots to subsoil users. However, local executive
authorities do not have a leading role in subsoil use management.
The Competent Authority
The Competent Authority is designated by the Kazakhstani Government to be a party to
existing subsoil use contracts or to issue licenses. In addition, the SSU Code provides that the
Competent Authority is responsible for:
i. organizing tenders for granting of subsoil use rights;
REGULATORY OVERVIEW
– 160 –


--- page 172 ---
ii. monitoring compliance with the terms and conditions of subsoil use
contracts/licenses;
iii. issuing permissions for the transfer of subsoil use rights or direct/indirect interest in
subsoil user;
iv. registering encumbrance over subsoil use right or direct/indirect interest in subsoil
user; and
v. suspending or terminating subsoil use contracts/licenses in accordance with the
procedures set forth in the SSU Code.
Other Regulatory Authorities
Other governmental ministries and authorities involved in the regulation of subsoil use
operations include:
i. the Industrial Safety Committee (under the Ministry of Emergency Situations),
which supervises safety in subsoil use operations;
ii. the Committee on Geology (under the MIC), which approves plan-of-works project
documents and supervises subsoil use operations;
iii. the Committee of Construction and Housing Matters (under the MIC), which
exercises state control over the quality of construction and construction materials;
iv. various governmental authorities responsible for the approval of construction
projects and the use of water and land resources;
v. the Ministry of Healthcare which is responsible for monitoring compliance with
health standards;
vi. the Ministry of Labour and Social Protection of the Population, which is responsible
for investigating labor disputes and complaints from individual employees and
which monitors compliance with the obligations of subsoil users to give preference
in hiring, including employing a certain minimum percentage of Kazakhstan
nationals;
vii. the Ministry of Ecology and Natural Resources, which is responsible for
environmental protection matters;
viii. local regulatory authorities, which are responsible for registering title to various
types of property issuing permits; and
ix. state and local tax authorities.
REGULATORY OVERVIEW
– 161 –


--- page 173 ---
Reporting
In accordance with the SSU Code, subsoil users must submit to the Competent Authority
annual reports in electronic form on:
i. the performance of licence/contract obligations;
ii. purchased goods, works and services and the share of local content in those;
iii. persons and/or entities that control subsoil user directly or indirectly;
iv. geological works;
v. produced minerals (for subsoil users already in production only); and
vi. work program implementation (in case of assignment of retention status).
Land in Kazakhstan
Land in Kazakhstan can be in state or private ownership subject to the terms, provisions
and restrictions set out by the Land Code. A private legal entity can hold private ownership
right to land for construction or owning industrial or non-industrial buildings, structures or
facilities (including residential buildings) thereon, including land designated for servicing such
buildings, structures or facilities. For business purposes most of land is held in so-called “right
of land use” that may be up to 49 years, is protected by law in the same manner as ownership
rights and permits the holder of such right to use the granted land plot(s) at his/her own
discretion within the designated purpose of use for such land, unless otherwise specifically
required under the Land Code. The land plot owner or user is entitled to enter into any
transaction not prohibited by the Land Code or other relevant Kazakhstan law, provided that
the designated purpose of use of the land plot is not changed as a result of such transaction.
The Competent Authority’s granting a subsoil use contract or license to a person is a
ground for subsequent granting of rights to the relevant land plots by the local executive
authorities. Such land plots are generally granted for the term and within the borders set forth
in the subsoil use contract or license. Termination of the subsoil use rights is a ground for
immediate termination of the right to the relevant land plot(s). During the exploration stage,
a subsoil user can use relevant land plot(s) on a short-term, temporary basis under a public
servitude (easement) granted by law and the regional authority’s decision or a private servitude
(easement) in accordance with a relevant agreement with the owner or holder of such land
plot(s). Subsoil users can hold land plot(s) via land use rights within the contract or license
term for exploration or production purposes subject to receipt of such rights from the relevant
local executive authorities and, if applicable, entering into a relevant agreement with an owner
or holder of such land plot(s).
REGULATORY OVERVIEW
– 162 –


--- page 174 ---
Under the Law of the Republic of Kazakhstan “On State Registration of Rights to
Immovable Property” dated July 26, 2007 (as amended), any temporary use of a land plot for
a term equal to or exceeding one year requires mandatory registration with State Corporation
“Government for Citizens” Non-profit Joint Stock Company. Such right of temporary use is
deemed valid and in effect from such state registration date.
Health, Safety and Environment (“HSE”) Regulations in Kazakhstan
Environmental Compliance
There is a variety of Kazakhstan environmental laws, regulations and requirements that
govern air emissions, waste management, impacts on wildlife, as well as land use and
reclamation. The Environmental Code governs the activities of individuals and legal entities,
including subsoil users, in Kazakhstan in terms of their impact on the environment. In
accordance with the transitional provisions of the Environmental Code (Article 418), certain
provisions of the previous environmental code (the Code of the Republic of Kazakhstan dated
January 9, 2007) have survived.
The Environmental Code substantially revises the system of state environmental
regulation, including in terms of conducting environmental impact assessments, issuing
environmental permits, stimulates nature users to reduce emissions, improves the principles of
emissions and waste management regulation, and introduces progressive mechanisms of
environmental regulation based on the experience of the Organisation for Economic Co-
operation and Development (OECD) countries.
The main thrust of the Environmental Code is the implementation of the “polluter pays”
principle. Instead of regulating a huge number of natural resource users, it is proposed to focus
on the largest polluting enterprises.
Subsoil use contracts typically impose environmental obligations in addition to that
required by the law. Failure to comply with such obligations may lead to substantial fines and
penalties or even to suspension or termination of the subsoil use contracts.
Under the Environmental Code, companies are obligated to obtain environmental permits
(as described below) and must observe all requirements set out in such permits.
The subsoil use industry is associated with serious environmental hazards. These
environmental hazards could expose a subsoil user to material liabilities for property damages,
personal injuries and environmental damage, including costs of investigating and remediating
contaminated properties.
REGULATORY OVERVIEW
– 163 –


--- page 175 ---
In accordance with the strategy for carbon neutrality of the Republic of Kazakhstan until
2060 approved by Decree of the President of the Republic of Kazakhstan on February 2, 2023,
the Republic of Kazakhstan intends to transform its economy to achieve carbon neutrality by
2060. Achieving carbon neutrality will be implemented through consistent legislative,
regulatory, political, and economic measures in the main sectors of the economy of the
Republic of Kazakhstan aimed at reducing greenhouse gas emissions. Transition to carbon
neutrality will significantly affect the subsoil use industry, the introduction of stricter
regulatory measures is more likely to result in higher costs and additional obligations for the
Company.
Permits for emissions
Issues of environmental protection in Kazakhstan are regulated primarily by the New
Environmental Code.
Depending on the nature of the industrial activity of a particular user, the Ministry of
Ecology and Natural Resources issues a permit for a specific type of environmental emissions
or a complex environmental permit for various environmental emissions, and approves such
activities as construction and operation of industrial facilities and waste disposal facilities.
The Ministry of Ecology and Natural Resources establishes standards relating to the
permissible impact on the environment, such as limits on emissions and disposals of
substances, waste disposal and resource extraction. The rates of emissions fees are set out in
the Tax Code. Payment of such fees does not relieve a company from its responsibility to take
environmental protection measures and undertake restoration and clean-up activities and to pay
fines in accordance with the administrative proceedings and compensate for any damage to the
environment if such damage was incurred as a result of pollution. In case of material damage,
criminal investigations against responsible company employees may be initiated.
Under the Environmental Code emission permissions and emission normative received
before July 1, 2021 for objects of categories I and II (classified as such after July 1, 2021) will
be in effect until expiration of the respective emissions permission in effect as of July 1, 2021.
Under the Environmental Code, production of solid minerals is classified as category I. Thus,
upon expiration of the currently effective emissions permit(s) Subsidiary ZV will be required
to obtain either a new environmental impact permit or a complex environmental permission.
Subsidiary ZV has an experienced ecologist, as a full-time employee who is monitoring the
situation and will initiate application for the required permission in due course.
Water use permits
The Water Code regulates utilization and protection of water resources. It is required to
obtain a special water use permit in case of abstraction and/or use of surface waters with
application of structures or technical devices specified in the Water Code, etc. The special
water use permit sets out thresholds and obligations for the sustainable use of water.
REGULATORY OVERVIEW
– 164 –


--- page 176 ---
A special water use permit may be suspended in cases such as: (i) inaccurate information
provided to obtain the special water use permit, (ii) non-compliance with the requirements of
water and environmental laws or (iii) ensuring security and defense of the state, protection of
public health, environment, historical and cultural heritage, rights and legitimate interests of
other persons, as well as in case of low water supply, natural and anthropogenic emergencies.
A special water use permit may be terminated in the following cases: (i) no use of water
resources designated for safe water supply within one year, (ii) no use of water resources
within three years, (iii) state needs for water resources, or (iv) failure to rectify non-compliance
that served a basis for suspension of the special water use permit.
Enforcement
Article 177 of the New Environmental Code specifies which state officials are responsible
for monitoring environmental compliance and initiating proceedings in case of a breach of
environmental requirements.
Such officials include:
i. the chief state environmental inspector, the deputy chief state environmental
inspector, senior state environmental inspectors and state environmental inspectors;
ii. chief state environmental inspectors of regions (Oblast), cities of republican
significance and the capital;
iii. senior state environmental inspectors of regions (Oblast), cities of republican
significance and the capital; and
iv. state environmental inspectors of regions (Oblast), cities of republican significance
and the capital.
Article 178 of the New Environmental Code authorizes relevant state officials, in their
enforcement of environmental protection measures, to:
i. carry out preventive control with a visit to a subject (object) or inspection if there
is an appropriate legal basis to enter the territory and premises of the inspected
object, including with measuring devices and equipment for sampling, and, if
necessary, with involvement of specialists, consultants and experts in accordance
with the legislation of the Republic of Kazakhstan to carry out necessary
measurements, take samples (including samples of goods and materials) and analyze
them;
ii. request and receive from the audited subjects (objects) the results of laboratory tests
of samples and other materials necessary to determine the volume of anthropogenic
impact on the environment;
REGULATORY OVERVIEW
– 165 –


--- page 177 ---
iii. file lawsuits in court to restrict, suspend and prohibit the activities of the subject of
state environmental control, which are carried out in violation of the requirements
of the environmental legislation of the Republic of Kazakhstan;
iv. identify facts of causing environmental damage and participate in determining
measures for elimination of such damage in accordance with the requirements of the
New Environmental Code;
v. apply to the prosecutor’s office and other law enforcement agencies for assistance
in preventing or suppressing actions of violators of the requirements of the
environmental legislation of the Republic of Kazakhstan; and
vi. take measures stipulated by the laws of the Republic of Kazakhstan on withdrawal,
deprivation and suspension of permits, conclusions, licenses and other authorization
documents of physical and legal entities in connection with violation of the
requirements of the environmental legislation of the Republic of Kazakhstan.
Instructions issued by the relevant environmental protection officers must be followed but
may be appealed to a higher state authority or court.
Environmental and Other Mandatory Insurance
Kazakhstan law establishes a number of mandatory insurances to be obtained by any
entity conducting certain types of activities.
Environmental Insurance
Environmental insurance is a mandatory type of insurance and is regulated by Law of the
Republic of Kazakhstan “On Mandatory Environmental Insurance” dated December 13, 2005
(as amended). Pursuant to this law, any entity carrying out environmentally hazardous
activities should insure against the risk of environmental damage associated with such
respective activities. The mandatory environmental insurance agreements should cover
potential damages to the environment that may be caused by environmentally hazardous
activities.
Other lines of mandatory insurance, which are required by Kazakhstan law and applicable
to the Company’s activities, are described below:
Insurance of Civil Liability of Danger Units Owners
According to Law of the Republic of Kazakhstan “On Civil Protection” dated April 11,
2014 (as amended) (“ Civil Protection Law ”) and Law of the Republic of Kazakhstan “On
Mandatory Insurance of Civil Liability of Owners of Units Associated with Danger of Damage
to Third Parties” dated July 7, 2004 (as amended), companies must insure against risks
associated with the functioning of their hazardous manufacturing units. A hazardous
REGULATORY OVERVIEW
– 166 –


--- page 178 ---
manufacturing unit is a unit that produces, uses, processes, generates, stores, transposes or
destroys at least one of the following substances: inflammable substances, explosives, fuels,
oxidizing agents, toxic agents, highly toxic substances and other hazardous substances
according to the laws; or a unit that carries out mining, geological prospecting, drilling and
explosive works, production of natural resources and processing of minerals in underground
conditions.
Insurance of the Employees against Accidents at Work
According to Law of the Republic of Kazakhstan “On Mandatory Insurance of an
Employee against Accidents when Carrying Out Employee’s Labour Duties” dated February 7,
2005 (as amended), since July 1, 2005 all employers are obliged to insure employees against
accidents when carrying out their employment duties.
Insurance of the Civil Liability of Transport V ehicles Owners
According to Law of the Republic of Kazakhstan “On Mandatory Insurance of the Civil
Liability of Transport Vehicle Owners” dated July 1, 2003 (as amended), civil liability of
owners of, inter alia, cars, trucks, buses, microbuses, and transport vehicles, motor-transport
and trailers (semi-trailers) are subject to mandatory insurance requirements, and any use of
such vehicles without insurance is prohibited.
Health and Safety
Health and safety requirements in Kazakhstan are regulated by the Labour Code, by the
Civil Protection Law, and by the Code on Health of Population and Healthcare System dated
July 7, 2020.
Various government bodies have authority in the field of health and safety matters. These
governmental bodies include, among others, the Ministry of Labour and Social Protection of
the Population, the Ministry of Industry and Construction, and the Industrial Safety Committee
of the Ministry of Emergency Situations.
A subsoil user is required to have a mandatory declaration of its hazardous objects, adhere
to industrial safety guidelines (within the terms set by industrial safety regulations for specific
hazardous objects and as prescribed by the relevant state authority), arrange HSE training for
personnel, and insure against third-party liability in connection with the hazardous objects.
The laws and regulations require an employer to provide its employees with properly
functioning and safe equipment, to train its employees on health and safety requirements, to
adopt corporate health and safety regulations, to provide special uniform and shoe wear, special
nutrition, to perform periodic medical examinations of its employees, to obtain periodic third
party attestation for equipment and worksites, to provide adequate insurance to its employees,
to maintain third party liability insurance and to comply with fire safety, sanitary and hygienic
regulations.
REGULATORY OVERVIEW
– 167 –


--- page 179 ---
Liability
Under Kazakhstan law, if the operations of a company violate any HSE requirements or
cause any damage to the environment or any individual or legal entity, the authorized state
officials may file a claim with the court to limit, suspend or restrict the business or other
operations of such company and request compensation for damages. Any company or employee
who fails to comply with HSE requirements may be subject to administrative and/or civil
liability, and responsible employees may also be subject to criminal liability. Environmental
clean-up obligations may also be levied on an offending person in lieu of, or in addition to,
imposing fines.
Any material breach of HSE requirements may result in the Competent Authority’s
termination of a subsoil use contract or licence.
The Statute of Limitations for the Commencement of Proceedings
The period of limitation for bringing a claim to impose material liability ( i.e., damages
for breach of HSE requirements) on an offending person is established under the rules set out
in Article 178 of the Civil Code. The Civil Code provides for a three-year statute of limitations.
Such limitation period starts running from the moment an affected party becomes aware or
should have become aware of the violation of its rights. Since it is necessary to prove the time
when the affected party became aware or should have become aware of the violation to apply
the statute of limitations, and given that a claim can be filed by a prosecutor who may have
only become aware of the violation immediately before filing the claim, it may be problematic
to convince a court in Kazakhstan of a lapse of the statute of limitations. The limitation period
for criminal actions is five, ten, fifteen or twenty years, depending on the gravity of the crime,
from the time when the crime was committed.
The statute of limitations provision described above, however, does not apply to
administrative and criminal charges for potential breach of environmental requirements. Article
62 of the Code of the Republic of Kazakhstan “On Administrative Violations” dated July 5,
2014 establishes a general two-month limitation period to subject a person to administrative
liability, save for special limitation periods for certain administrative offenses such as one-year
and three-year limitation period to subject an individual or legal entity to administrative
liability for breach of environmental regulations respectively.
The statute of limitations for bringing civil proceedings for environmental damage is 30
years which starts running from the moment when an action or failure to act which caused the
damage occurred or, in case of long-term environmental damage, from the moment when the
respective action or failure to act was completed. This limitation does not apply to regulatory
proceedings, criminal or administrative prosecutions in connection with breaches of
environmental requirements, which are subject to separate limitation periods.
REGULATORY OVERVIEW
– 168 –


--- page 180 ---
Employment and Labour Regulation in Kazakhstan
Employment Contracts
An employment contract may be for:
i. an indefinite term;
ii. a fixed term of not less than a calendar year;
iii. the term of performance of specific work;
iv. the term of replacement of a temporarily absent employee;
v. the term of performance of seasonal work; or
vi. the duration of a work permit for a foreign employee or a permission for a migrant
labourer.
As a general rule, an employee may terminate his/her employment contract for any reason
by giving one month’s notice to the employer. The employer may terminate an employment
contract only on the basis of limited grounds and in accordance with specific procedures set
out in the Labour Code.
An employee who is dismissed due to the liquidation of enterprise or downsizing of
personnel is entitled to receive compensation equal to the employee’s average salary for one
month. According to the Social Code of the Republic of Kazakhstan dated April 20, 2023, an
employer who intends to dismiss any of its employees due to its liquidation, downsizing of
personnel or decrease of production works and services volume that resulted in worsening the
employer’s economic conditions is required to submit a notice of forthcoming dismissal to the
relevant center of labor mobility not later than one month prior to the date of the contemplated
dismissal.
Work Time
The Labour Code establishes the normal duration of the working week at 40 hours, with
overtime not exceeding two hours per 24 hours, 12 hours per month and 120 hours per year (for
the cumulative record of working hours). For employees engaged in heavy physical work or
under harmful or hazardous conditions, the working week is reduced to a maximum of 36
hours, with overtime not exceeding one hour per 24 hours, 12 hours per month and 120 hours
per year. An employee is entitled to 24 calendar days (at minimum) of annual paid leave.
REGULATORY OVERVIEW
– 169 –


--- page 181 ---
Salary
The current minimum salary in Kazakhstan, as established by Law of the Republic of
Kazakhstan “On Republican Budget for 2023-2025” dated December 1, 2022, is KZT 85,000
per month. Overtime work or work during night shifts, as well as work on holidays or during
weekends must be paid at the rate at least 150 percent (at minimum) of the respective
employee’s salary. Employers are required to pay every employee at least 50 percent of his/her
average monthly salary for any downtime not caused through employee’s fault.
Trade Unions
The regulations relating to trade unions are set out in Law of the Republic of Kazakhstan
“On Trade Unions” dated June 27, 2014 (as amended). Trade unions can represent their
members in relations with employers, associations, government bodies and in court. As a part
of their activities, trade unions may monitor the compliance of employers with their statutory
obligations towards their employees and have access to the work places of their members. In
the event of a breach of statutory obligations by an employer, a trade union may bring a claim
against the employer in court. Trade unions are entitled to participate in gatherings, meetings,
strikes and other actions to improve working conditions, increase salaries or for other lawful
reasons. Trade unions act through their elected bodies.
The Labour Code permits an employer to terminate an employment contract with a trade
union member, who is not excused on his/her main work duties, only subject to the opinion of
such trade union.
Currency Control and Foreign Exchange Regulation in Kazakhstan
Currency regulation in Kazakhstan is governed primarily by Currency Regulation and
Currency Control and various regulations enacted by the NBK.
All currency operations, including transfers of dividends, interest and other investment
income, can be made without restrictions. If, however, the stated monetary thresholds, being
an equivalent of US$500,000 (or, for export or import transactions, an equivalent of
US$50,000) are met, a currency transaction may require registration (through receipt of a
contract account number) with or notification on currency transaction by a servicing bank in
Kazakhstan of NBK.
Foreign residents in Kazakhstan are permitted to hold and freely use local or foreign
currency in Kazakhstan. Kazakhstan residents may only use local currency in any transaction
with another Kazakhstan resident, except for set exemptions.
REGULATORY OVERVIEW
– 170 –


--- page 182 ---
Export of Minerals from Kazakhstan
Export of minerals, such as tungsten, and products from such minerals is permitted in
Kazakhstan. The procedure for mineral export, including export-related customs duties, is
regulated by relevant Kazakhstan laws and regulations, including international treaties ratified
by Kazakhstan.
Kazakhstan is a member of the Eurasian Economic Union (ECU). This gives it access to
a market of 185.4 million people and requires compliance with various ECU customs and
export regulations.
Kazakhstan became a member of the World Trade Organization (WTO) in 2015.
Export of most of the minerals (including tungsten) produced in Kazakhstan is subject to
export control in the form of obtaining the relevant export license, reporting and potential
export restrictions. An export license is issued by the Industrial Committee within the
Competent Authority. Such export license may be (i) general, i.e., for a certain volume of a
certain mineral or product; (ii) exclusive, i.e., for an exclusive export of certain mineral or
product; or (iii) single-use, i.e., for a certain volume of a certain mineral or product under
certain export contract.
The Kazakhstan Legal Advisors confirmed that pursuant to the Law of Kazakhstan “On
Control over Specific Goods”, the export license is a form of export control that is regulated
by the Committee of Industry of the Ministry of Industry and Construction of the Republic of
Kazakhstan. The list of qualification requirements for obtaining export licence is set out in
Order No. 425 issued by the Competent Authority on June 9, 2023 (the “ Order No. 425 ”).
Based on current requirements in Order No. 425, the Kazakhstan Legal Advisors are of the
view that there are no legal impediments for Subsidiary ZV to obtain relevant license, subject
to submission of all required documents to the Competent Authority.
Temporary export restrictions may be introduced by the Kazakhstani Government for
certain periods of time in the future. As of the Latest Practicable Date, as advised by our
Kazakhstan Legal Advisors, there had not been any tungsten export restrictions imposed by the
Kazakhstani Government. Kazakhstan may also participate in international export control
sanctions against one state or a group of states and apply such sanctions in accordance with
Kazakhstan law, in accordance with the resolutions of the UN or other international
organizations. In certain cases, Kazakhstan may apply such sanctions unilaterally.
Kazakhstan may apply restrictions to export, import, transit and processing of products
outside of Kazakhstan, including embargoes against a foreign state if such state is in breach of
its obligations towards Kazakhstan and/or in accordance with a resolution of international
organization of which Kazakhstan is a member. The Kazakhstani Government approves the list
of states against which the above restrictions on export, import, transit and processing of
products outside of Kazakhstan are applied and publishes such list annually. For instance, on
REGULATORY OVERVIEW
– 171 –


--- page 183 ---
April 6, 2024, Kazakhstan introduced amendments to its legislative framework regarding the
export of raw materials through the adoption of the Law No. 71-VIII “On amendments and
additions to certain legislative acts of the Republic of Kazakhstan on business matters” (the
“Law No. 71-VIII ”).
Among other amendments, the Law No. 71-VIII provides that starting from October 9,
2024, producers of domestic raw materials (the “ Producers ”) must supply raw materials
produced by them to domestic manufacturing enterprises by entering into supply agreements
(the “ Supply Agreements ”), provided that the respective producer of raw materials is included
in the list of domestic raw materials (the “ Supply List ”).
Producers are included in the Supply List based on the applications for raw materials
submitted by the manufacturing enterprises to the authorized body in the field of government
incentive of industry (the “ Industry Incentives Authority ”), currently the MIC. A producer of
domestic raw material may not be included in the Supply List if (a) it operates for less than 3
years, and (b) the volume of the raw materials it produces is less than the threshold identified
by the Industry Incentives Authority (such threshold is yet to be identified).
If included in the Supply List, the allocation of domestic raw materials by Producers is
determined based on the proportion of a domestic producer’s output compared to the total
output of the same raw material in Kazakhstan.
The Supply Agreements must be (a) concluded among a producer of raw materials, the
domestic manufacturing enterprise in need of such raw materials and the Industry Incentives
Authority (b) in the form pre-approved by the Industry Incentives Authority (the form is yet
to be approved).
The pricing under the Supply Agreements shall not be lower than the minimum export
price available to supplying producer in relation to respective raw material. If a producer of
raw materials is included in the Supply List, it may export the raw materials produced based
on a license issued by the Industry Incentives Authority (the “ Export License ”). A license will
be granted if a producer of raw materials has entered into a Supply Agreement for the supply
and fulfils supply obligations thereunder. Export Licenses are granted subject to compliance by
the manufacturing enterprises (exporters) with the Supply Agreements during the period
preceding the receipt of the Export Licenses. The rules for monitoring the compliance with
supply obligations are yet to be adopted by the Industry Incentives Authority.
Currently, the MIC is in the process of developing by-laws related to the amendments
introduced by the Law No. 71-VIII (including but not limited to, a list of domestic raw
materials and their producers, a form of the Supply Agreement, rules and regulations for
providing domestic raw materials to manufacturing enterprises, compliance monitoring rules).
The applicability of possible export restrictions should be further assessed at the time of the
planned sales, considering additional restrictions that may be introduced in the future.
REGULATORY OVERVIEW
– 172 –


--- page 184 ---
Taxation with respect to Operations in Kazakhstan
Overview
The principal legislative act governing tax relations in Kazakhstan is the Tax Code.
Kazakhstan is a unitary country and there are no separate municipal or regional taxes. All
taxes and payments are addressed in the Tax Code.
The Tax Code foresees:
i. Taxes:
 Corporate income tax at 20% (withholding tax rates vary);
 Individual income tax at 10% (15% for Kazakhstan-source dividends);
 Value added tax at 12%;
 Excise;
 Special payments and taxes of subsoil users;
 Social tax;
 Tax on transportation vehicles;
 Land tax;
 Property tax;
 Tax on gambling business (applies to casinos, bookmakers, etc.);
 Fixed tax (applies to gambling machines without prizes, billiards, etc.);
 Unified land tax (applies to farmers).
ii. Payments to the budget:
 State duty;
 Fees;
 Payments (for the use of licenses, for the use of land plots, etc.).
REGULATORY OVERVIEW
– 173 –


--- page 185 ---
Under the Tax Code, the tax treatment of a legal entity in Kazakhstan depends on its tax
residency status. Legal entities established under the Kazakhstan law and foreign legal entities
that have their effective place of management in Kazakhstan are treated as tax residents of
Kazakhstan. Other foreign legal entities are deemed to be non-residents. Tax residents are
subject to income tax in Kazakhstan on their worldwide income, while non-residents are
subject to income tax in Kazakhstan only on their income from Kazakhstan sources.
Non-residents that have no permanent establishment in Kazakhstan and earn income from
Kazakhstan sources are subject to income tax at the source of payment at the rate of 20%
(reduced tax rates apply to certain categories of income, e.g., capital gains tax is 15%). The tax
rate may be reduced (or even exempted) by virtue of an applicable double tax treaty provided
that a non-resident claiming double tax treaty benefits satisfies the principal purpose test (and
in certain cases simplified limitation on benefits test) of the Multilateral Convention to
Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (MLI).
Kazakhstan concluded 53 tax treaties with foreign jurisdictions. Additionally, Kazakhstan
has ratified the MLI which introduces additional criteria to those stipulated in tax treaties that
non-residents must meet in order to be eligible for relevant tax treaty benefits. The MLI
provisions apply to withholding tax from January 1, 2021 and other Kazakhstan taxes from
April 1, 2021, which may influence the tax position of non-residents in Kazakhstan.
Non-residents that have a permanent establishment in Kazakhstan are taxed similarly to
Kazakhstan resident companies. In case a non-resident’s permanent establishment is registered
as a branch, it is subject to the so-called “branch profits tax” at the rate of 15% (reducible under
an applicable double tax treaty). This tax applies annually to after-tax profits of branch.
Kazakhstan has strict transfer pricing rules which apply to international (cross-border)
transactions, regardless of whether the parties to a transaction are related. Transfer pricing
rules define international transactions as imports/exports of goods and the provision of services
where one party to the transaction is a non-resident with no permanent establishment in
Kazakhstan. The tax authorities have a right to adjust prices and assess additional taxes,
penalties and interest.
Starting from January 1, 2020 the general statute of limitation under the Tax Code is three
years (with certain exceptions, e.g., for subsoil users — five years).
V alue Added Tax (“VAT”)
V AT objects are taxable turnover (sales or exports of goods, rendering of services or
works, assignment of rights, etc.) and taxable imports. Certain turnovers are considered
non-taxable, e.g., turnover where the place of the services is not Kazakhstan.
Kazakhstan tax law provides “place of service” rules that stipulate where any particular
type of service is deemed provided for V AT purposes. According to these rules, services such
as consulting, design and engineering are deemed provided at the place where the buyer of the
services conducts its business, regardless of where the services are physically performed.
REGULATORY OVERVIEW
– 174 –


--- page 186 ---
The standard tax rate is 12%. Exports, international carriage and certain other turnovers
are subject to 0% V AT. Certain taxable turnovers are exempt from V AT, e.g., certain operations
with land plots, banking operations, etc. Certain imports are exempt from V AT, e.g., imports
of certain medicine, etc.
Eligible V AT payers ( e.g., exporters, taxpayers using a controlled account for V AT
purposes) may claim a refund for the excess of input V AT over output V AT provided the
qualifying criteria requirements are met.
If foreign service providers are not registered as V AT payers in Kazakhstan, they are not
liable for charging V AT on their services to Kazakhstan V AT payers. The liability for charging
this V AT lies with Kazakhstan V AT payers. This “self-charge” method of V AT payment requires
the Kazakhstan V AT payer to pay V AT on top of the foreign service provider’s fees. The
Kazakhstan V AT payer can claim a credit for any V AT that it pays in connection with the
foreign entities’ services.
Taxation of Subsoil Use Operations
Subsoil users are subject to the regular taxes and payments ( e.g., corporate income tax
and V AT) and special taxes and payments applicable to subsoil users only. Only limited number
of taxpayers are subject to tax stability, e.g., subsoil users operating under a production sharing
agreement. However, most subsoil users are not subject to the tax stability and, thus, pay
current taxes imposed at the relevant time.
Special taxes and payments applicable to subsoil users include, among others:
i. Mineral extraction tax;
ii. Excess profits tax;
iii. Signature bonus; and
iv. Payment for reimbursement of historical costs.
Minerals Extraction Tax (“MET”)
MET separately applies to each extracted:
i. Mineral raw materials;
ii. Groundwater; and
iii. Therapeutic mud.
REGULATORY OVERVIEW
– 175 –


--- page 187 ---
The tax base for mineral raw materials is the value of a taxable volume of depleted
mineral resource reserves contained in mineral raw materials for the tax period. The procedure
for calculating MET depends on the type of minerals. A special formula is used to determine
the value of mineral resource reserves. MET rates on mineral raw materials range from 0.38%
to 21.06% depending on the mineral, e.g., gold — 7.5%, nickel — 7.8%, cobalt — 7.8%, lead
— 10.4%, uranium — 6% and tungsten — 7.8%.
The MET relating to the extraction of widespread minerals, groundwater and therapeutic
mud is charged on the physical volume of the extracted objects. The MET rates are linked to
the so-called Monthly Calculated Index or MCI (one MCI for 2025 is KZT3,932) and range
from 0.001 MCI to 1 MCI per one cubic meter or one tone, depending on the type of mineral.
Excess Profits Tax (“EPT”)
Subsoil users are subject to EPT for any tax year for each subsoil use contract in which
its net profits exceed its EPT expenditures by more than 25%.
Net profits are determined as aggregate annual revenues less EPT expenditures and less
corporate income tax under the corresponding subsoil use contract, where:
i. aggregate annual revenue is the income recognized for corporate income tax
purposes excluding income from capital gain, income from disposal of fixed assets
and income from the adjustment of expenses incurred for geological prospecting and
preparatory work for production of natural resources and other expenses of subsoil
users;
ii. EPT expenditures include expenses claimed for deduction for corporate income tax
purposes, expenses actually incurred for fixed assets and geological study.
EPT rates range from 10% to 60%.
Under the Tax Code, subsoil users operating under subsoil use contracts for exploration
and (or) production of solid minerals (including metals) should not be regarded as EPT payers,
provided that such subsoil use contracts do not stipulate the production of other groups of
minerals.
Signature bonus
Signature bonus is a one-time bonus paid when a subsoil use right is granted (or when the
contract territory is expanded).
The Tax Code contains the starting rates of the signature bonus depending on the contract
type and categories of mineral reserves.
REGULATORY OVERVIEW
– 176 –


--- page 188 ---
Prior to 2018, a commercial discovery bonus was part of subsoil use payments, but it does
not apply now.
Reimbursement of Historical Costs
The payment for reimbursement of historical costs is a fixed payment of a subsoil user
for the reimbursement of costs incurred by the state for geological study and field development
before a subsoil use contract is signed. Certain exemptions apply in relation to payers of
reimbursement of historical cost.
The amount of the payment is calculated by the authorized state body based on the
provisions of the Kazakhstan law.
The amount depends on the actual amount of historical costs incurred by the state.
Generally, the amount of historical costs to be reimbursed is stipulated in the subsoil use
contract.
Other subsoil use-related issues
Below are additional subsoil use-related issues:
i. The Tax Code introduced a payment for the use of land plots under a license for the
exploration or production of solid minerals (from 15 to 450 MCI, paid on an annual
basis). This payment is not technically in the Tax Code’s section related to subsoil
use taxes and payments.
ii. Historically other taxes and payments applied to subsoil users, including the royalty
and the Republic of Kazakhstan’s share in the production sharing agreements. The
Tax Code still mentions the royalty and the Republic of Kazakhstan’s share in the
production sharing agreements in the Tax Code’s section related to subsoil use taxes
and payments (due to the tax stability applicable to certain subsoil users).
Taxation with respect to the Acquisition, Ownership and Disposal of the Shares
The following summary of Kazakhstan taxation matters is based on the laws and practice
in force as of the Latest Practicable Date and is subject to any changes in law and the
interpretation and application thereof, which changes could be made with retroactive effect.
The following summary does not purport to be a comprehensive description of all the tax
considerations that may be relevant to a decision to acquire, hold or dispose of the Shares, and
does not purport to deal with the tax considerations applicable to all categories of investors,
some of which may be subject to special rules. Save as otherwise indicated, this summary only
addresses the position of investors who do not have any connection with Kazakhstan other than
through a holding of the Shares.
REGULATORY OVERVIEW
– 177 –


--- page 189 ---
Under Kazakhstan legislation, Hong Kong is considered as a jurisdiction with a
concessionary tax regime ( i.e., tax haven), and the double tax treaty concluded between
Kazakhstan and the PRC does not apply to income of investors registered or domiciled in
Hong Kong.
This following section discusses the Kazakhstan tax considerations of the acquisition,
ownership and disposal of the Shares. In general, Kazakhstan tax law with respect to the
taxation of securities and financial instruments is not well developed, and in many cases the
exact scope of Kazakhstan tax, compliance rules and enforcement mechanism is unclear or
open to different interpretations.
The Kazakhstan tax implications should arise in case a non-resident disposes the Shares
with a gain. Capital gains realized by a non-resident should be regarded as a Kazakhstan-source
income if the value of the Shares derives primarily ( i.e., 50% or more) from property located
in Kazakhstan. Generally, the taxable gain is the excess of the selling price over the acquisition
(or contribution) price. Since the Company’s assets primarily derive their value from the
property located in Kazakhstan, buyers and sellers of the Shares would be subject to
Kazakhstan tax legislations.
For investors and shareholders of the Company who will be trading in the Shares to be
listed on the Stock Exchange, income tax in Kazakhstan may be applicable. No other taxes or
duties would be levied in Kazakhstan with respect to the above transactions. For all relevant
purposes of this summary, except as noted below ( e.g., in relation to tax relief), legal entities
and individuals are subject to similar income tax treatment.
Information contained in the following sections is of a general nature with respect to
taxation relating to the Acquisition, Ownership and Disposal of the Shares:
 Tax residence
 Disposal of the Shares
 Taxation of dividends on the Shares
Investors should consult their professional advisors on the Kazakhstan tax considerations
of their acquiring, holding and disposing of the Shares, including the matters of the investors’
tax residence, the investors’ eligibility for the benefits of double tax treaties, taxation of
dividends, obligation to file tax returns with the Kazakhstan tax authorities, pay Kazakhstan
taxes and other relevant Kazakhstan tax matters.
No Hong Kong stamp duty for Share transactions on the AIX
As advised by our Hong Kong Legal Advisors, Share transactions on the AIX are not
subject to Hong Kong stamp duty.
REGULATORY OVERVIEW
– 178 –


--- page 190 ---
Acquisition of the Shares
Pursuant to the Tax Code, acquisition of Shares by investors (both individuals and legal
entities irrespective of their tax residency status) should not lead to any tax consequences in
Kazakhstan.
Disposal of the Shares
Tax treatment in relation to the disposal of Shares depends on the residency status. For
an assessment of tax residency of investors, please refer to “—Tax residence” below.
In the event that the tax exemptions as described in the section below are not available,
(i) Kazakhstan tax resident investors are subject to capital gain tax in respect of disposal of
Shares and dividend income taxes in respect of Shares; and (ii) Kazakhstan tax non-resident
investors are subject to capital gain tax (but not dividend income tax) in respect of the disposal
of the Shares. For further details, please refer to “—Taxation of tax resident investors” and
“—Taxation of tax non-resident investors” below.
Tax residence
Under the Tax Code, the tax treatment of legal entities and individuals depends on their
tax residency status. Tax residents are subject to income tax in Kazakhstan on their worldwide
income, while non-residents are subject to income tax in Kazakhstan only on their income from
Kazakhstan sources. Non-resident persons should not become residents for Kazakhstan tax
purposes by reason only of the acquisition, ownership or disposal of the Shares. Therefore,
under Kazakhstan tax law, non-resident legal owners of the Shares should only be taxed on
their income earned from sources in Kazakhstan, in this case, being from the trading of the
Shares, rather than their worldwide income.
Generally, under the Tax Code, a foreign national individual should be regarded as a tax
non-resident in Kazakhstan if (i) he/she does not permanently reside in Kazakhstan ( i.e., spent
183 days (including days of arrival and departure) or more in any period of 12-consecutive
months ending in that tax year outside of Kazakhstan), or (ii) does not have center of vital
interests in Kazakhstan.
Normally, a foreign legal entity that does not have its effective place of management in
Kazakhstan should be regarded as a non-resident for Kazakh tax purposes. Accordingly, in case
a Hong Kong legal entity does not have its effective place of management in Kazakhstan, such
an entity should be regarded as a tax non-resident in Kazakhstan.
The Company, being incorporated in Hong Kong and has no effective place of
management in Kazakhstan, is not a tax resident of Kazakhstan. Each of Subsidiary AK and
Subsidiary ZV is a tax resident in Kazakhstan.
REGULATORY OVERVIEW
– 179 –


--- page 191 ---
The following diagram illustrates the scenarios when an individual or legal entity will be
considered as a tax resident or tax non-resident.
YES
NOYES
YES
NO
YES NO
Are you an individual
or a legal entity
* he/she has center of vital interests in Kazakhstan,
i.e. the following conditions are met simultaneously:
(i) he/she holds a Kazakhstan national passport or a
residence permit;
(ii) his/her spouse and/or close family members
reside in Kazakhstan; and
(iii) he/she, the spouse or close family members own
real estate in Kazakhstan or has access to a real
estate available for living in Kazakhstan at any time.
Individual (including
Kazakhstan citizens
and foreign individuals)
Do you permanently reside in
Kazakhstan (spending there more
than 183 days (including days of
arrival and departure) in any 12-month
period ending in a year) or have there
a center of vital interests*?
You are a
Kazakhstan
tax non-resident
You are a
Kazakhstan
tax resident
The entity is a
tax resident of
Kazakhstan
Is entity’s place of
effective management
in Kazakhstan?The entity is a
tax resident of
Kazakhstan
Is entity incorporated
by laws of Kazakhstan?
Legal entity
The entity is a
tax non-resident
Despite the general taxation framework in Kazakhstan, where investors may be subject to
capital gain tax on the disposal of Shares and dividend income tax on Shares based on their tax
residence, there are exemptions available. These exemptions, rooted in the AIFC Constitutional
Law and the Tax Code, provide tax relief options for both tax resident and tax non-resident
investors. By meeting specific criteria, investors can benefit from exemptions on capital gains
and dividend income, fostering a more attractive investment environment within the
Kazakhstan’s securities markets.
REGULATORY OVERVIEW
– 180 –


--- page 192 ---
Capital Gain Tax
For capital gain tax, both tax resident and tax non-resident investors (individuals and
legal entities) can benefit from the AIFC Exemption (as defined below), which exempts them
from capital gain tax for dealings of the Shares on the AIX and the Stock Exchange until
January 1, 2066, provided the securities are listed on the AIX.
Further, for both tax resident and tax non-resident investors (individuals and legal
entities), an additional exemption is available through the Open-trade Exemption (as defined
below), which exempts them from capital gain tax if the securities are sold through open trade
on AIX and are officially listed on AIX at the time of sale.
In addition, for investors who are tax non-resident legal entities, the scope of the
Open-trade Exemption is broader. In addition to being exempt from capital gain tax if the
securities are sold through open trade on the AIX, they are also exempt if the securities are sold
on the Stock Exchange, provided that the securities are officially listed on the Stock Exchange
at the time of sale of the Shares. This broader applicability of the Open-trade Exemption (as
defined below) offers non-resident legal entities additional tax relief options.
Dividend Income Tax
The AIFC Exemption also provides significant relief for dividend income tax, applying
equally to individuals and legal entities of both tax resident and non-resident. This exemption
exempts investors from dividend income tax until January 1, 2066, provided the securities are
listed on the AIX. In addition, in the context of dividend income tax, the tax residents
(individuals) are subject to a further requirement of a trading criteria, meaning a trading
volume of at least 25 million tenge per month (which the equivalent of approximately
HK$432,000) and at least 50 transactions per month, details of the trading criteria is posted on
the official website of the AIX (the “ Trading Criteria ”) in order for the AIFC Exemption to
apply.
To ensure our fulfillment of the trading criteria at the time of accrual of dividend for tax
exemption purposes, we plan to implement the following measures upon the AIX Listing as
advised by our Kazakhstan Tax Advisors:
(a) checking our trading volume against the trading criteria on a daily basis;
(b) implementing internal controls and reporting mechanism to track our compliance
with the trading criteria; and
(c) seeking advance clarifications from the AIX and other relevant authority to ensure
our approach to meeting the trading criteria is aligned with their expectations.
Our Directors are of the view, and the Sole Sponsor concurs, that measures (a) to (c)
above are adequate and effective in maintaining the trading criteria.
REGULATORY OVERVIEW
– 181 –


--- page 193 ---
In doing so, our Directors are of the view, and the Sole Sponsor concurs, that the
likelihood of us failing to meet the trading criteria in light of the aforementioned failures of
other listed companies as reported is low.
Our Directors will, at any time when the Shares of the Company are listed on the AIX,
procure that the trading criteria be fulfilled.
Irrespective of the availability of the AIFC Exemption, tax non-resident investors
(individuals and legal entities) should not have any Kazakhstan dividend income tax liability
since the dividends paid by the Company (a company not registered and not a resident in
Kazakhstan) should be out of scope of Kazakhstan taxation.
For tax resident legal entities and individuals, if the AIFC Exemption is not available, the
standard tax provisions under the Tax Code apply. In case the AIFC Exemption is not available,
dividends received by tax resident legal entities should be exempt from dividend income tax
under a general Tax Code exemption. As advised by the Kazakhstan Tax Advisors, (i) the Tax
Code was amended on January 1, 2024 (with retrospective application from January 1, 2023)
such that dividend income received by all tax residents (legal entities) is exempt from income
tax without the requirement to comply with the Trading Criteria, and (ii) such exemption shall
apply to tax resident (legal entities) irrespective of the AIFC Constitutional law since the Tax
Code governs the general taxation regime for all taxpayers in Kazakhstan. Under the general
Tax Code exemption, if the AIFC Exemption is not available, the tax resident individuals
should be exempt from dividend income tax if (i) the Shares are listed on AIX at the time of
dividends accrual, and (ii) the Trading Criteria are met, which is consistent with the situations
where the AIFC Exemption applies to the tax resident individuals.
Should these Tax Code exemptions not be applicable, tax resident individuals and legal
entities would be subject to dividend income tax as discussed further below.
Exemptions under the AIFC Constitutional Law and the Tax Code
In Kazakhstan, investors can benefit from two main types of tax exemptions: the AIFC
Exemption and the Open-trade Exemption.
(i) The AIFC Exemption
The AIFC Exemption, established by the AIFC Constitutional Law, grants individuals and
legal entities exemption from Kazakhstan income tax on dividends and capital gains derived
from the transfer of securities listed on the AIX, irrespective of their tax residence, until
January 1, 2066 (“ AIFC Exemption ”). To qualify for the AIFC Exemption, the same class of
Shares must be admitted to the Official List of the AIX for investors holding Shares listed on
both the AIX and/or the Stock Exchange. This exemption remains available even if the number
of Shares listed on the AIX and/or the Stock Exchange changes, as long as the same class of
Shares is still officially listed on the AIX. If a new class of securities is issued, it must also
be admitted to the Official List of the AIX for investors to benefit from the AIFC Exemption
for that new class of securities, whether listed on the AIX or the Stock Exchange.
REGULATORY OVERVIEW
– 182 –


--- page 194 ---
According to our Kazakhstan Tax Advisors, the AIFC Exemption is applicable on
condition that the Shares are included in the Official List of the AIX, even if the Shares are
temporarily suspended from trading. However, the AIFC Exemption does not apply to Shares
that are delisted from the AIX’s Official List.
As advised by our Kazakhstan Tax Advisors: (i) the AIFC Constitutional Law holds the
status of constitutional law in Kazakhstan. The legal force of the AIFC Constitutional Law is
higher than that of the Tax Code, thus the AIFC Constitutional Law prevails over the Tax Code,
meaning the AIFC Exemption can be applied directly regardless of its incorporation into the
Tax Code; and (ii) our Company will qualify for the AIFC Exemption upon the Listing.
Our Kazakhstan Legal Advisors further advised that any amendment to the AIFC
Exemption under AIFC Constitutional Law (i) is a law-making process that generally requires
lengthy public consultations; and (ii) requires supermajority support from both Houses of
Parliament of the Republic of Kazakhstan and endorsement by the President of the Republic
of Kazakhstan. Therefore, taking into account the aforesaid bases relied on by our Kazakhstan
Legal Advisors, our Directors are of the view that, within the current regulatory framework, the
risk of the AIFC Exemption being removed in its entirety is remote. Based on the due diligence
conducted, nothing has come to the attention of the Sole Sponsor that would cause it to
disagree with our Directors’ views.
Based on publicly available information, neither our Directors nor our Kazakhstan Legal
Advisors are aware of the Kazakhstan tax authorities ever challenging the applicability of the
AIFC Exemption to securities listed on a foreign stock exchange while maintaining concurrent
admission to the Official List of the AIX. Additionally, as advised by our Kazakhstan Tax
Advisors, (i) it is impossible to calculate the amount of capital gains tax due by investors
without having access to detailed information on each share transaction; (ii) the primary
obligation to pay capital gains taxes rests with the disposing and/or acquiring investors (in
cases where they are considered to be tax agents) rather than our Company; and (iii) in the
unlikely event that the AIFC Exemption is abolished in the future, given the abolishment
imposes new obligations on individuals or worsens their position, the Kazakhstan tax
authorities do not have the right to respectively claim tax for past periods when such tax
exemptions were in effect and legally utilized by investors.
(ii) The Open-trade Exemption
The “Open-trade Exemption” under the Tax Code of Kazakhstan provides tax relief for
capital gains derived from the disposal of securities. For tax resident investors (individuals and
legal entities), the exemption applies if the securities are sold through an open trade on AIX,
provided the securities are officially listed at the time of sale; while for tax non-resident legal
entities, the exemption extends to sales on both Kazakhstan and foreign stock exchanges, while
non-resident individuals can only claim the exemption for sales on AIX (the “ Open-trade
Exemption ”).
REGULATORY OVERVIEW
– 183 –


--- page 195 ---
The table below summarizes the availability of the AIFC Exemption and Open-trade
Exemption on capital gain tax and dividend income tax in Kazakhstan.
Investor Type Tax Type AIFC Exemption Open-trade Exemption
Tax Non-
residents Note 1 /H1118/H1118
Capital Gain
Tax
For both individual and
legal entity:
– Exempt until January 1,
2066
– Securities must be listed
on the AIX
Individual:
– Exempt if sold through
open trade on AIX
Legal entity:
– Exempt if sold through
open trade on AIX or
the Stock Exchange
For both individual and
legal entity:
– Securities must be
officially listed on the
relevant stock exchange
at the time of sale
Dividend
Income Tax
For both individual and
legal entity:
– Not relevant, since the
dividends paid by the
Company are out of
scope of Kazakhstan
taxation
For both individual and
legal entity:
– Not relevant, since the
dividends paid by the
Company are out of
scope of Kazakhstan
taxation
Tax
residents
Note 1 /H1118
Capital Gain
Tax
For both individual and
legal entity:
– Exempt until January 1,
2066
For both individual and
legal entity:
– Exempt if sold through
open trade on AIX
– Securities must be listed
on the AIX
– Securities must be
officially listed at the
time of sale
Dividend
Income Tax
Individual: For both individual and
legal entity:
– Not relevant as the
Open-trade Exemption
only applies in the
context of capital gains
derived from the
disposal of securities
but not dividend
income tax
– Applicable if trading
volume of the securities
being traded > 25
million tenge/month
a n d>5 0
transactions/month on
the AIX
Note 2
For both individual and
legal entity:
– Exempt until January 1,
2066
– Securities must be listed
on the AIX
REGULATORY OVERVIEW
– 184 –


--- page 196 ---
Notes:
1. For the avoidance of doubt, the AIFC Exemption applies to Kazakhstan tax residents and tax non-residents
(individuals and legal entities) who hold Shares on the Stock Exchange to the same extent as they hold the
Shares on the AIX.
2. As advised by the Kazakhstan Tax Advisors, (i) the Tax Code was amended on January 1, 2024 (with
retrospective application from January 1, 2023) such that dividend income received by all tax residents (legal
entities) is exempt from income tax without the requirement to comply with the Trading Criteria, and (ii) such
exemption shall apply to tax resident (legal entities) irrespective of the AIFC Constitutional law since the Tax
Code governs the general taxation regime for all taxpayers in Kazakhstan.
In summary, the AIFC Exemption provides tax relief for both capital gain tax and
dividend income tax for both investor types, contingent on meeting specific Trading Criteria.
The Open-trade Exemption offers an additional layer of relief for capital gain tax, with a
broader scope for non-resident legal entities, including sales on foreign stock exchanges. These
provisions collectively foster an attractive investment environment within Kazakhstan’s
securities markets.
The key difference lies in the scope of the Open-trade Exemption for capital gains, which
is broader for tax non-resident legal entities as it includes sales on foreign stock exchanges,
providing them with additional tax relief options compared to tax residents and tax
non-resident individuals.
Potential consequences in a hypothetical situation where both the AIFC Exemption and
Open-trade Exemptions under the Tax Code are not available, or if tax authorities take a
different view in the application and interpretation of the AIFC Constitutional Law and the
Tax Code
Where investors are not eligible for any tax exemption, including the AIFC Exemption,
the investors are subject to the capital gain tax and dividend income tax at the rates as specified
below, depending on whether such investors are individuals or legal entities, resident investors
or non-resident investors:
Taxation of tax resident investors
According to the Tax Code, investors who are tax residents are subject to the following
tax rates:
Individuals Legal entities
Capital gains from disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810% 20%
REGULATORY OVERVIEW
– 185 –


--- page 197 ---
Individuals Legal entities
Dividend income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810% (where Shares are
traded on stock exchange
outside of Kazakhstan
such as the Stock
Exchange)
0% (where Shares are
traded on a stock
exchange in Kazakhstan
such as the AIX) Note Exempted
Note: According to the amendments to the Tax Code effective from January 1, 2023, dividends received by
tax resident individual investors from the Shares, irrespective of where the Shares are traded (i.e. either
AIX or Stock Exchange) will be subject to 10% dividend income tax. However, an exemption under the
Tax Code is applicable in the case where such Shares are listed on a stock exchange operating in
Kazakhstan (i.e. AIX) subject to the Trading Criteria. Such exemption is only available for the Shares
traded on the AIX and not available for the Shares traded on the Stock Exchange.
Individuals
According to the Tax Code, investors who are tax resident individuals should be subject
to 10% tax in Kazakhstan in respect of capital gains arising from the disposal of the Shares.
According to the amendments to the Tax Code effective from 1 January 2023, dividends
received by investors who are tax resident individuals as derived from the Shares, irrespective
of where they are traded (i.e. either AIX or Stock Exchange) will be subject to 10% dividend
income tax. However, an exemption under the Tax Code is applicable in the case where such
Shares are trading on a stock exchange operating in Kazakhstan (i.e. AIX) subject to the
Trading Criteria. Such exemption is only available for the Shares traded on the AIX and is not
available for Shares traded on the Stock Exchange.
Legal entities
According to the Tax Code, investors who are tax resident legal entities should be subject
to 20% Tax in Kazakhstan in respect of the capital gains from the disposal of the Shares.
Dividends received by tax resident legal entity investors from the Shares, irrespective of
where they are traded (i.e. either AIX or Stock Exchange) will be exempt from dividend income
tax under general Tax Code provisions.
REGULATORY OVERVIEW
– 186 –


--- page 198 ---
Tax returns and payment by tax resident investors
In light of the AIFC Exemption, tax resident investors of the Shares are only required to
disclose the capital gains realized from the disposal of the Shares and dividend income
received from the Shares in their tax returns in Kazakhstan, without actually paying the Tax.
In the event that the AIFC Exemption is not available, where capital gains has been
realized by a tax resident investor through a disposal of the Shares (except for disposal of the
Shares pursuant to the Tax Resident Open-trade Exemption) or dividend income is received by
a tax resident Shareholder, the relevant Shareholder is required to file a tax return and pay the
relevant tax in Kazakhstan in accordance with the following procedures:
(A) How to obtain an individual/business identification number
Individual identification number (IIN) is assigned to an individual and is a unique
combination of 12 digits generated automatically based on the principles of uniqueness and
immutability. To preserve the integrity of the data in databases of various levels containing IIN,
it is not subject to any modification or re-generation from the moment of initial generation.
An individual identification number for citizens of the Republic of Kazakhstan is
generated upon the first-time issuance of birth certificate, passport of a citizen of the Republic
of Kazakhstan, national ID of a citizen of the Republic of Kazakhstan.
Business identification number (BIN) is assigned to legal entities on their registration
as a legal entity or obtaining a certificate of tax residency and is a unique combination of 12
digits generated automatically based on the principles of uniqueness and immutability. To
preserve the integrity of the data in databases of various levels containing IIN/BIN, it is not
subject to any modification or re-generation from the moment of initial generation.
A tax resident investor should register at the local tax authorities at its place of
residence/state registration using IIN/BIN. A list of local tax authorities is available at
https://egov.kz/cms/ru/articles/taxes_bin . Further details are available at https://egov.kz/
cms/en/categories/taxation .
Upon registration, the taxpayer will get an access to his/its taxpayer’s webroom on
Kazakhstan State Revenue Committee’s website in a section specifically dedicated for use by
taxpayers. Further details are available at https://cabinet.salyk.kz/knp/main/index .
(B) How to file the tax return
In this respect, please note that:
 There are specific tax return forms for both individual and legal entities tax
residents.
REGULATORY OVERVIEW
– 187 –


--- page 199 ---
 An updated version of the tax return forms is issued every year by the Kazakhstan
State Revenue Committee; the tax return forms can be downloaded from the
Kazakhstan State Revenue Committee at https://www.kgd.gov.kz/en/section/formy-
nalogovoy-otchetnosti .
 The tax return can be completed:
— By the taxpayer, by filling a printed version of the tax return form by hand.
— By the taxpayer, by filing an electronic version of the tax return form via
taxpayer’s webroom on Kazakhstan State Revenue Committee’s website. To
get an access to his/its taxpayer webroom a taxpayer should undergo a
registration procedure on Kazakhstan State Revenue Committee’s website by
following link using his/its IIN/BIN https://cabinet.salyk.kz/knp/main/index .
— By an intermediary in the Kazakhstan (e.g. professional tax advisor), upon
instructions of the taxpayer.
(C) Deadlines for filing a tax return
The tax return can be filed in either of the following manner:
 By electronic submission: the taxpayer may file the tax return electronically via
taxpayer’s webroom on Kazakhstan State Revenue Committee’s website. To get an
access to his/its taxpayer webroom a taxpayer should undergo a registration
procedure on Kazakhstan State Revenue Committee’s website by following link
using his/its IIN/BIN: https://cabinet.salyk.kz/knp/main/index .
 By post: the taxpayer may submit the tax return through Kazpost and its local and
regional branches or, by post from overseas. When posting from overseas, the
completed tax return must by placed unfolded in an ordinary envelope. The envelope
must be sent by registered post or by equivalent post or by equivalent means from
abroad clearly showing the date of dispatch. The envelope should be addressed to
the address of local tax authorities at the place of residence/state registration of the
taxpayer.
 Through an intermediary in the Kazakhstan: the tax return may be filed by an
intermediary on behalf of the taxpayer.
Tax return must be filed no later than 31st of March of each calendar year following a tax
reporting period.
Based on provisions of the Tax Code, the tax period for both individuals and legal entities
coincides with the calendar year. (i.e. from 1st January to 31st December).
REGULATORY OVERVIEW
– 188 –


--- page 200 ---
(D) Methods of payment of capital gain and dividend income tax
Payment of capital gains tax and dividend income tax can be made as follows:
 Through the internet (online banking service rendered by Kazakh banks, which is
available for taxpayers who have already obtained IIN/BIN and have a bank account
with any bank in the Kazakhstan or Kazpost, the national postal operator of
Kazakhstan. Generally, all banks in the Kazakhstan are authorized to conduct
payments to Kazakhstan State Revenue Committee. The list of local banks
rendering online banking services is available at the following link:
https://www.gov.kz/memleket/entities/ardfm/financial-organizations/24?lang=en.
 Through a wire transfer compliant with the standard of “SWIFT MT 03”. The
transfer must be addressed to IBAN code of relevant tax local authority. A list of tax
local authorities and their bank details for SWIFT payments is available by
following link: https://egov.kz/cms/en/articles/taxation/taxes_bin.
A tax payment must be made no later than 10th of April of each calendar year following
a tax reporting period.
Taxation of tax non-resident investors
According to the Tax Code, investors who are tax non-residents are subject to capital gain
tax at the following tax rates:
Individuals Legal entities
Capital gains from
disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
15% (investor not residing
in a tax heaven
jurisdiction)
15% (investor not residing
in a tax heaven
jurisdiction)
20% (investor registered in
a jurisdiction with
concessionary tax
regime
(Note 1) )
20% (investor registered in
a jurisdiction with
concessionary tax
regime
(Note 1) )
Dividend income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180% (outside scope of the
Tax Code) (Note 2)
0% (outside scope of the
Tax Code) (Note 2)
Notes:
1. As of the Latest Practicable Date, there were 56 jurisdictions including Hong Kong, Malta, and the BVI.
2. Dividends received by individual or legal entity tax non-residents will not be subject to dividend tax
because the Company is a holding company. As mentioned above, the Company is not considered as a
tax resident of Kazakhstan as it merely holds shares in Subsidiary ZV and does not carry out business
activities in Kazakhstan.
REGULATORY OVERVIEW
– 189 –


--- page 201 ---
Individual & Legal entities
Capital gains from disposal of the Shares by the investors who are tax non-resident
individuals/legal entities would be subject to 15% tax or 20% tax (depending on whether the
tax non-resident individuals/legal entities are registered in a jurisdiction with concessionary
tax regime).
Tax returns and payment by tax non-resident investors
Tax non-resident investors are not required to file tax returns as long as the AIFC
Exemption and Tax Non-resident Open-trade Exemption are applicable to their transactions
with the Shares.
In the event that the AIFC Exemption and Tax Non-resident Open-trade Exemption are
not applicable to tax non-resident investors, according to the Tax Code, the general principle
of taxation of tax non-resident individuals and legal entities is the tax withholding by a tax
agent.
According to the Tax Code, capital gain tax should be withheld by the party acquiring the
Shares (the “ Acquirer ”) from its payment to the party disposing the Shares (the “ Disposing
Investor ”). The Acquirer in its capacity as a tax agent (criteria of which is discussed below)
is obliged to calculate, remit and report the tax payable to Kazakhstan tax authorities.
The tax must be withheld irrespective of:
i. the form and the place of payment of the income, e.g., whether the payment is made
via offset, outside of the Republic of Kazakhstan etc.; and
ii. the presence/availability of a branch or other permanent establishment of the
acquirer in the Republic of Kazakhstan.
Criteria of a tax agent
The following table sets out criteria in which an individual or legal entity is going to be
a considered as a tax agent:
(a) An individual entrepreneur registered by Kazakhstan tax authorities;
(b) A tax non-resident legal entity with branches and representative offices in
Kazakhstan;
(c) A tax non-resident legal entity with a place of effective management in Kazakhstan;
(d) A tax resident legal entity of Kazakhstan;
REGULATORY OVERVIEW
– 190 –


--- page 202 ---
(e) A tax non-resident legal entity acquiring the Shares in the Company; or
(f) A tax resident individual acquiring the Shares from a non-registered non-resident
legal entity, except for the acquisitions made on AIX or the Stock Exchange.
If a non-resident investor in Hong Kong falls under one of the above criteria, it will be
considered as tax agent.
Calculation of capital gain tax
Capital gains are defined as the positive difference between the sale price and the original
price (acquisition cost). Capital gains can be offset against capital losses under certain
conditions. Investors should consult their professional advisors to determine whether such
offsets are applicable at any given time. The original price of the Shares should be determined,
among others, as the total cost of acquisition or the value of the contribution to the charter
capital (if the Shares were received as a contribution to the charter capital) or the value
indicated on the transfer act or division act (if the Shares were received as a result of
reorganization) or the book value of property received by a shareholder upon liquidation or
reduction of the charter capital plus the aggregation of other costs which increase the value of
the Shares (including costs incurred after their acquisition) in accordance with IFRS and the
accounting laws of Kazakhstan, except for certain costs which are non-deductible for
Kazakhstan corporate income tax purposes. The seller should provide the Acquirer with copies
of documents confirming the original price; otherwise, the tax must be withheld from the entire
consideration (sales price).
To determine the capital gain upon disposal of the Shares, the disposing legal entity must
keep documentation confirming the acquisition cost of the Shares. If the disposing legal entity
fails to do so, the entire amount of disposal proceeds should be subject to taxation in
Kazakhstan.
The Acquirer in its capacity of a tax agent is obliged to calculate, remit and report the tax
payable to the Kazakhstan tax authorities. It is important to note that if the Shares are traded
on both the Stock Exchange and the AIX, practically the Acquirer and the Disposing Investor
may not be able to know each other’s identities. As advised by our Kazakhstan Tax Advisors,
(i) the Tax Code does not provide any mechanism to obtain information required for capital
gains tax calculation for trades with the Shares on the relevant stock exchange when the
identities of the Acquirer and the Disposing Investor are not known; (ii) the Tax Code does not
provide any mechanism and we are not aware of any precedent cases that discuss the maximum
tax exposure of the Group and/or its Directors/officers in the event that the non-residents did
not report and pay income tax on capital gains from the sale of the Shares, and therefore it is
impracticable for the Group to accurately monitor and mitigate the tax exposure on an ongoing
basis; (iii) according to the Tax Code, tax obligations (including mechanism of calculating and
paying tax) should be clearly defined in the Tax Code in order to be enforceable; and (iv)
according to the Tax Code, in cases where tax non-residents or tax agents do not fulfill their
tax obligation, tax authorities have a right to claim tax from Subsidiary ZV . However, given (i)
REGULATORY OVERVIEW
– 191 –


--- page 203 ---
it is unclear as to how the Kazakhstan tax authorities would obtain the same information on
trades conducted on AIX and the Stock Exchange, and (ii) based on the experience, practice
and dealing between our Kazakhstan Tax Advisors and the Kazakhstan tax authorities, our
Kazakhstan Tax Advisors are of the view that the risk of actual enforcement is remote. In the
event that there is a change in the above interpretation of Tax Code, the Kazakhstan tax
authorities would have to come up with a clear mechanism on how the required information
could be obtained for the purpose of fulfilling the tax obligations.
Currently, the Kazakhstan tax authorities have no effective tax administration mechanism
to penalize a non-resident for not registering as a taxpayer in Kazakhstan. The liability should
likely lie with the non-resident in this case. In case the Kazakhstan tax authorities detect that
the non-resident did not report and pay income tax on capital gains from the sale of the Shares,
the Kazakhstan tax authorities could seek the tax from the Kazakh subsoil user, i.e., Subsidiary
ZV . Please refer to the section headed “Risk Factors—Risks relating to the Global
Offering—Both Kazakhstan tax resident investors and tax non-resident investors may be
subject to Kazakhstan income tax for capital gains or dividends derived from our Shares, unless
they are eligible for applicable tax exemptions.” For further details of the risks to our Group
in relation to applicability of the tax exemptions.
Fulfillment of Tax obligations on capital gains by tax non-residents investors if tax exemptions
are not available.
(i) If the Acquirer is a tax agent
If a tax non-resident investor (i.e., generally, an acquirer of the Shares) is considered as
a tax agent, such tax non-resident must register for tax purposes in Kazakhstan.
1 The tax
registration must be completed prior to the acquisition of the Shares. 2 In order to perform the
tax registration, the tax agent files with the Kazakhstan tax authorities a tax application for the
tax registration along with the notarized (and legalized or apostilled, if made outside of
Kazakhstan) copies of constitutive documents (if applicable) to the tax authorities at the
location of Subsidiary ZV ,
3 and documents confirming the state and tax registration of the tax
agent in its country of incorporation/residency. The tax registration is completed within three
to five business days. In addition, such registration may be made by Kazakhstan tax authorities
upon request of Kazakhstan relevant authorities responsible for the state regulation in the
sphere of subsoil use.
4 As a result of registration procedure, a taxpayer should be provided with
business identification number (BIN—in case of legal entities).
1 Article 650.9, Kazakhstan Tax Code
2 Articles 75-76, Kazakhstan Tax Code
3 Article 76, Kazakhstan Tax Code
4 Article 76.12, Kazakhstan Tax Code
REGULATORY OVERVIEW
– 192 –


--- page 204 ---
The Tax withheld by the tax agent must be remitted to the state budget and the tax agent
must file a tax return.
(A) How to obtain an individual/business identification number
A tax non-resident investor shall register as a taxpayer at a Department of State
Revenue.
For registration purposes, a tax non-resident investor shall make an application in a
prescribed form to the Department of State Revenue and submit the following documents:
 passport of an individual or incorporation documents of a legal entity;
 certificate of incorporation issued in a jurisdiction of the legal entity with an
incorporation number; and
 certificate of tax residency issued in a jurisdiction of the legal entity.
A prescribed form of the application can be downloaded at the website
maintained by Kazakhstan Ministry of Justice by following link:
https://adilet.zan.kz/rus/docs/V1800016425 .
On a successful registration, the tax non-resident investor that is a legal entity will
be provided with a certificate of taxpayer registration with BIN.
The tax non-resident investor who is an individual shall obtain IIN by applying to
the State Corporation “Government for citizens” in a prescribed form. An application can
be submitted personally at offices of State Corporation “Government for citizens” or
remotely through intermediary of a legal representative who has an electronic signature.
A prescribed form of the application is available at a website
maintained by Kazakhstan Ministry of Justice by a following link:
https://adilet.zan.kz/rus/docs/V2000020201#z70 .
(B) How to file the tax return
In this respect, please note the following:
 Specific tax return forms are available for both individual and legal entities tax
agents who are tax residents and tax non-residents.
 An updated version of the tax return forms is issued every year by the
Kazakhstan State Revenue Committee; the tax return forms can be downloaded
from the Kazakhstan State Revenue Committee at
https://www.kgd.gov.kz/en/section/formy-nalogovoy-otchetnosti .
REGULATORY OVERVIEW
– 193 –


--- page 205 ---
 The tax return can be completed in the following manner:
– By the taxpayer, by filling a printed version of the tax return form.
– By the taxpayer, by filing an electronic version of the tax return form via
taxpayer’s webroom on Kazakhstan State Revenue Committee’s website. To
get an access to her/its taxpayer webroom a taxpayer should undergo
a registration procedure on Kazakhstan State Revenue Committee’s
website by following link using her/its IIN/BIN
https://cabinet.salyk.kz/knp/main/index .
– By an intermediary in the Kazakhstan (e.g., professional tax advisor),
upon instructions of the taxpayer.
(C) Deadlines for filing a tax return
The tax return can be filed in either of the following manner:
 By electronic submission: the taxpayer may file the tax return electronically
via taxpayer’s webroom on Kazakhstan State Revenue Committee’s website.
To get an access to her/its taxpayer webroom a taxpayer should undergo a
registration procedure on Kazakhstan State Revenue Committee’s website by
following link using her/its IIN/BIN: https://cabinet.salyk.kz/knp/main/index .
 By post: the taxpayer may submit the tax return through Kazpost and its local
and regional branches or, by post from overseas. When posting from overseas,
the completed tax return must by placed unfolded in an ordinary envelope. The
envelope must be sent by registered post or by equivalent post or by equivalent
means from abroad clearly showing the date of dispatch. The envelope should
be addressed to the address of local tax authorities at the place of
residence/state registration of the taxpayer.
 Through an intermediary in the Kazakhstan: the tax return may be filed by an
intermediary on behalf of the taxpayer.
The tax return must be submitted by the tax agent to the local tax authority where
they are registered on following deadlines:
 Not later than the 15th date of the second month following the quarter in which
the payment was made (in relation to the first, second and third quarters); and
 Not later than the 31 March of the year following the year in which the
payment was made (in relation to the fourth quarter).
REGULATORY OVERVIEW
– 194 –


--- page 206 ---
(D) Methods of payment of capital gain tax
Payment of capital gains tax can be made as follows:
 Through the internet (online banking service rendered by Kazakhstan banks,
which is available for taxpayers who have already obtained IIN/BIN and have a
bank account with any Kazakhstan bank or Kazpost. Generally, all Kazakhstan
banks are authorized to conduct payments to Kazakhstan State Revenue
Committee. The list of local banks rendering online banking services is available
at the following link: https://www.gov.kz/memleket/entities/ardfm/financial-
organizations/24?lang=en .
 By a wire transfer compliant with the standard of “SWIFT MT 03”. The
transfer must be addressed to IBAN code of relevant tax local authority. A list
of tax local authorities and their bank details for SWIFT payments is available
by following link: https://egov.kz/cms/en/articles/ taxation/taxes_bin .
Capital gains tax withheld by the tax agent must be remitted to the state budget not later
than 25 calendar days following the end of the month in which the payment was made to the
seller of the Shares.
(ii) If the Acquirer is not a tax agent
In case the acquiring investor is not considered as a tax agent, a tax non-resident
investor disposing the Shares is nevertheless required to calculate, remit and report the
Tax to the Kazakhstan tax authorities.
1
In such a case, the tax non-resident investor should register for tax purposes in
Kazakhstan (i.e., obtain a business or individual identification number), file the relevant
tax return (tax declaration) no later than 31st of March of each calendar year and remit
the tax no later than 10th of April following the year in which the income was
accrued/received.
2
(A) How to obtain an individual/business identification number
A tax non-resident investor shall register as a taxpayer at a Department of State
Revenue.
1 Article 650.11, Kazakhstan Tax Code
2 Article 650.12, Kazakhstan Tax Code
REGULATORY OVERVIEW
– 195 –


--- page 207 ---
For registration purposes, a tax non-resident investor shall make an application in a
prescribed form to the Department of State Revenue and submit the following documents:
 Passport of an individual or incorporation documents of a legal entity;
 Certificate of incorporation issued in a jurisdiction of the legal entity with an
incorporation number; and
 Certificate of tax residency issued in a jurisdiction of the legal entity.
A prescribed form of the application can be downloaded at the website maintained
by Kazakhstan Ministry of Justice by following link: https://adilet.zan.kz/rus/docs/
V1800016425 .
On a successful registration, the tax non-resident investor that is a legal entity will
be provided with a certificate of taxpayer registration with BIN.
The tax non-resident investor who is an individual shall obtain IIN by applying to
the State Corporation “Government for citizens” in a prescribed form. An application can
be submitted personally at offices of State Corporation “Government for citizens” or
remotely through intermediary of a legal representative who has an electronic signature.
A prescribed form of the application is available at a website maintained by
Kazakhstan Ministry of Justice by a following link: https://adilet.zan.kz/rus/docs/
V2000020201#z70 .
(B) How to file the tax return
In this respect, please note that:
 There are specific tax return forms for both individual and legal entities tax
non-residents;
 An updated version of the tax return forms is issued every year by the
Kazakhstan State Revenue Committee; the tax return forms can be
downloaded from the Kazakhstan State Revenue Committee at
https://www.kgd.gov.kz/en/section/formy-nalogovoy-otchetnosti .
REGULATORY OVERVIEW
– 196 –


--- page 208 ---
The tax return can be completed:
 By the taxpayer, by filling a printed version of the tax return form by hand;
 By the taxpayer, by filing an electronic version of the tax return form via
taxpayer’s webroom on Kazakhstan State Revenue Committee’s website. To
get an access to his/its taxpayer webroom a taxpayer should undergo a
registration procedure on Kazakhstan State Revenue Committee’s website by
following link using his/its IIN/BIN https://cabinet.salyk.kz/knp/main/index ;
 By an intermediary in the Kazakhstan (e.g., professional tax advisor), upon
instructions of the taxpayer.
(C) Deadlines for filing a tax return
The tax return can be filed in either of the following manner:
 By electronic submission: the taxpayer may file the tax return electronically
via taxpayer’s webroom on Kazakhstan State Revenue Committee’s website.
To get an access to his/its taxpayer webroom a taxpayer should undergo a
registration procedure on Kazakhstan State Revenue Committee’s website by
following link using his/its IIN/BIN: https://cabinet.salyk.kz/knp/main/index .
 By post: the taxpayer may submit the tax return through Kazpost and its local
and regional branches or, by post from overseas. When posting from overseas,
the completed tax return must by placed unfolded in an ordinary envelope. The
envelope must be sent by registered post or by equivalent post or by equivalent
means from abroad clearly showing the date of dispatch. The envelope should
be addressed to the address of local tax authorities at the place of
residence/state registration of the taxpayer.
 Through an intermediary in the Kazakhstan: the tax return may be filed by an
intermediary on behalf of the taxpayer.
Tax return must be filed no later than 31st of March of each calendar year following
a tax reporting period.
Based on provisions of the Tax Code, the tax reporting period for both individuals
and legal entities coincides with the calendar year. (i.e., from 1st of January to 31st of
December).
REGULATORY OVERVIEW
– 197 –


--- page 209 ---
(D) Methods of payment of capital gain
Payment of capital gains tax can be made as follows:
 Through the internet (online banking service rendered by Kazakhstan banks,
which is available for taxpayers who have already obtained IIN/BIN and have a
bank account with any bank in the Kazakhstan or Kazpost, the national postal
operator of Kazakhstan. Generally, all banks in the Kazakhstan are authorized to
conduct payments to Kazakhstan State Revenue Committee. The list of local banks
rendering online banking services is available at the following link:
https://www.gov.kz/memleket/entities/ardfm/financial-organizations/24?lang=en.
 Through a wire transfer compliant with the standard of “SWIFT MT 03”. The
transfer must be addressed to IBAN code of relevant tax local authority. A list
of tax local authorities and their bank details for SWIFT payments is available
by following link: https://egov.kz/cms/en/articles/ taxation/taxes_bin.
A tax payment must be made no later than 10th of April of each calendar year
following a tax reporting period.
Information contained above is of a general nature with respect to taxation of capital gain
in Kazakhstan. Thus, investors should consult their professional advisors regarding their tax
obligations, including advice on whether the non-resident as the acquirer/transferor has any
obligation to file tax returns with the Kazakhstan tax authorities depending on individual
circumstances and the applicable procedure.
Liability for non-fulfillment of tax obligations
Tax resident investors and tax agents
Tax resident investors (both individuals and legal entities) who are subject to capital gains
tax from disposal and dividend income tax and tax agents (i.e. Acquirer) who are subject to
capital gains tax will be subject to the following administrative liabilities:
 Late payment of a tax—legal entities and individuals may be imposed an interest
penalty that applies at an annual rate of 1.25 times the official base rate of the
National Bank of Kazakhstan (which is currently 16%).
 Non-filing of a relevant tax return in a timely manner—legal entities and individuals
may be subject to administrative penalty in form of a warning.
 Understatement of tax amounts:
(i) For legal entities: administrative fine from 20% to 80% of the assessed tax
amount;
REGULATORY OVERVIEW
– 198 –


--- page 210 ---
(ii) For individuals: administrative fine of 10 monthly calculation index
(hereinafter—“MCI”, where 1 MCI = KZT3,450 in 2023), circa USD60.
 Concealment of taxable objects, including capital gains and dividend income—legal
entities and individuals may be subject to an administrative fine of 200% of the
concealed tax amount.
The above administrative penalties may be imposed on Subsidiary ZV and their chief
executive officers (directors) or other authorized personnel responsible for decisions/actions
which led to non-fulfillment.
The following criminal liabilities may also be imposed on investors who are individuals
or on chief executive officers (directors) or other authorized personnel of the legal entity
investors responsible for decisions/actions which led to non-fulfillment:
 Non-filing of a relevant tax return or introducing deliberately distorted data on
income and (or) expenses in a tax return by hiding other objects of taxation:
(iii) For legal entities: if the act results in a non-payment of tax in a large amount
(50,000 MCI, circa USD300,000), provided that the amount of taxes and other
obligatory payments to the budget for one calendar year from the audited
period imposed in the result of a tax audit exceeds 10% of the amount of all
taxes and other obligatory payments to the budget calculated by the taxpayer
for such calendar year—then their chief executive officers (directors) or other
authorized personnel (as legal entities cannot be subject to criminal liability)
may be subject to a criminal fine of up to 2,000 MCI, circa USD12,000 or
correctional labor of the same value, or engaging in community service for up
to 800 hours, or restraint of liberty for up to 3 years, or imprisonment for the
same term, with the deprivation of the right to hold certain positions or engage
in certain activities for up to 3 years.
(iv) For Individuals: if the act results in a non-payment of tax in a large amount
(20,000 MCI, circa USD120,000)—a criminal fine of up to 3,000 MCI, circa
USD18,000 or correctional labor of the same value, or engaging in community
service for up to 800 hours, or restraint of liberty for up to 3 years, or
imprisonment for the same term. Individual may be exempt from criminal
liability if he/she voluntarily pays all the assessed taxes, penalties and fines.
Tax non-resident investors if the Acquirer is not a tax agent
In cases when there is no tax agent, the abovementioned liabilities set out in the
sub-section headed “Liability for Non-fulfillment of Tax Obligations—Tax resident investors
and tax agents” may be imposed on the Disposing Investors or on Subsidiary ZV and their chief
executive officers (directors) or other authorized personnel responsible for decisions/actions
which led to non-fulfillment.
REGULATORY OVERVIEW
– 199 –


--- page 211 ---
Potential impact to our Group if neither tax exemptions is available for disposal of the
Shares by tax non-resident investors
According to the Tax Code, in the case Kazakhstan tax authorities detect that a tax
non-resident investor did not report and/or pay tax on capital gains derived from the sale of the
Shares, Kazakhstan tax authorities may seek to recover such tax from Subsidiary ZV . Please
refer to the section headed “Risk Factors—Risks Relating to the Global Offering—We may be
subject to tax liabilities in the event that Kazakhstan tax non-resident investors who are
ineligible for any tax exemptions fail to pay capital gain tax. As a result, our Company, our
Directors and the senior management may be held accountable for relevant tax liabilities and
may be subject to administrative or criminal penalties” for further details of the risks to our
Group in relation to applicability of the tax exemptions.
According to the Tax Code, capital gain tax obligations may also be fulfilled by
Subsidiary ZV using funds provided by the acquiring or disposing tax non-resident investor. In
this case, capital gain tax should be paid by Subsidiary ZV no later than 25 days after the month
in which the tax amount is transferred by the Acquirer or Disposing Investor. Generally,
Subsidiary ZV should file the tax return no later than 15th of the second month following the
quarter in which the tax amount was received from the Acquirer or Disposing Investor.
According to the Tax Code, in cases where a tax agent did not fulfill its tax obligation,
Subsidiary ZV has a right to fulfill such tax obligation using its own funds. In this case, the
capital gain tax should be paid by Subsidiary ZV no later than 25 days after the month in which
it receives information on the disposal from the tax authorities. Generally, Subsidiary ZV
should file the tax return no later than 15th of the second following the quarter in which the
information on the disposal was received from the tax authorities.
As advised by our Kazakhstan Tax Advisors, the Company is also liable to dividends
withholding tax on dividends paid by the subsidiaries in Kazakhstan.
Mitigation of potential liabilities
To mitigate any potential liabilities to our Group we may:
1. inform investors of changes in taxation rules and regulations in a timely manner on
our website and the websites of the Stock Exchange and the AIX such that the
investors could assess the impacts in case any exemption discussed above does not
apply and update them on their relevant tax obligations;
2. cease to distribute dividends until an effective mechanism has been introduced by
Kazakhstan tax authorities for our Group to withhold and pay dividend income tax;
REGULATORY OVERVIEW
– 200 –


--- page 212 ---
3. bear all costs to set up the relevant systems if tax authorities in Kazakhstan
introduce new infrastructure/system which contrary to the current situation, may
effectively monitor the tax liability of tax non-resident investors trading the Shares
on the AIX and Stock Exchange;
4. monitor tax exposure of our Group by setting up the relevant systems if tax
authorities in Kazakhstan introduce new infrastructure/system and inform investors
of the respective changes, applicable to investors, accordingly;
5. conduct periodic reviews of tax compliance to ensure all obligations are met,
identify potential issues proactively, and establish a robust compliance framework;
6. maintain active communication with the AIX to seek guidance on evolving tax
regulations and interpretations for listed issuers, and obtain timely clarifications on
any uncertainties; and
7. continue to engage with reputable tax advisors specializing in Kazakhstan tax law
when necessary to remain updated on legislative changes, regulatory expectations,
and potential implications.
FILING WITH THE CSRC
On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of
Overseas Securities Offering and Listing by Domestic Companies ( ྤʫΆุྤ̮೯БᗇՎձ
) (the “ Overseas Listing Trial Measures ”) and relevant supporting
guidelines, which came into effect on March 31, 2023. The Overseas Listing Trial Measures
comprehensively improve and reform the previous regulatory regime for overseas offering and
listing of PRC domestic companies’ securities and regulate both direct and indirect overseas
offering and listing of PRC domestic companies’ securities. Any domestic company that is
deemed to conduct overseas offering and listing activities shall file with the CSRC in
accordance with the Overseas Listing Trial Measures.
As advised by our PRC Legal Advisors, the Global Offering may be considered as an
indirect overseas offering and listing activity by a PRC domestic company under the Overseas
Listing Trial Measures. Pursuant to the Overseas Listing Trial Measures, where an issuer
submits an application for overseas offering to competent overseas regulators, such issuer must
file with the CSRC within three business days after such application is submitted.
On February 2, 2024, we submitted the required documents for the listing of our Shares
on the Stock Exchange to the CSRC. On June 14, 2024, we submitted to the CSRC the required
documents for application of the listing of our Shares on the AIX. The CSRC issued the
notification on completion of the filing procedures for the Listing, the AIX Listing and the
Global Offering on December 12, 2024. As advised by our PRC Legal Advisor, the Company
has completed all necessary filings with the CSRC for the Listing, the AIX Listing and the
Global Offering.
REGULATORY OVERVIEW
– 201 –


--- page 213 ---
PRC RESTRICTIONS ON IMPORT/EXPORT OF TUNGSTEN
Import of Tungsten into the PRC
As advised by our PRC Legal Advisors, there has been no PRC regulatory restriction on
the import of tungsten products into China.
Export of Tungsten from the PRC
According to the PRC Foreign Trade Law and other relevant rules and regulations,
tungsten and tungsten products shall only be exported by certain state authorized enterprises.
The PRC Ministry of Commerce will, after reviewing the application materials submitted by
the relevant enterprises, publish a list of the state trade enterprises approved for the export of
tungsten and tungsten products on a yearly basis. On top of that, tungsten and tungsten
products are goods subject to export restrictions in the form of licensing. According to the
Catalogue of Goods subject to Export License Administration (2024), the export of tungsten
and tungsten products requires an export license. However, enterprises engaged in the export
of tungsten and tungsten alloy with a particles size of below 500 microns may be exempted
from acquiring the export license, but shall still acquire a PRC Export License for Dual-use
Items and Technologies. As advised by our PRC Legal Advisors, the PRC Ministry of
Commerce is the competent authority in charge of the export license administration and is
responsible for formulating administrative measures and regulations of the export licenses as
well as supervising and examining the implementation of the administrative measures for
export licenses.
REGULATORY OVERVIEW
– 202 –


--- page 214 ---
HISTORY AND DEVELOPMENT
Overview
Our Company was incorporated in Hong Kong in August 2014 by Mr. Liu Liqiang ( ᄎɢ
੶), our executive Director and chairman of the Board. For biographical details of Mr. Liu,
please refer to the section headed “Directors and Senior Management” in this prospectus.
Following our incorporation and prior to the obtaining of the production right of Boguty
Project in March 2016, Baimukhanov Baurzhan, being a shareholder of the Company at that
time, was primarily responsible for liaising with Kazakhstan government and local third parties
to obtain the tungsten ore production right of Boguty Project in 2015, while Mr. Liu Liqiang
was primarily responsible for seeking for financing opportunities for the Company and liaising
with third parties in the PRC for the design of the Boguty Project thereafter. In March 2016,
we, through acquisition of Subsidiary AK in December 2015, obtained indirect control over
Subsidiary ZV , which holds the rights for production of tungsten ore at Boguty tungsten mine,
Almaty region, Kazakhstan granted by the MIC. For details of Subsidiary ZV and Subsidiary
AK, please refer to the subsection headed “Our Major Subsidiaries” below. Our Company has
since then commenced the Boguty Project. For details of the Boguty Project, please refer to
“Business” and “Appendix III — Independent Technical Report” to this prospectus.
Milestones of Development
Set out below are the key milestones and achievements in our history to date:
August 2014 /H1118/H1118/H1118/H1118 Our Company was incorporated in Hong Kong as a private
company limited by shares.
December 2015 /H1118/H1118 Our Company acquired Subsidiary AK, and in turn, obtained
indirect control over Subsidiary ZV , which was granted the
tungsten ore production right of the Boguty Project in March
2016, through Subsidiary AK.
January 2017 /H1118/H1118/H1118/H1118 Subsidiary ZV entered into a technology development
agreement with Hunan Research Institute for Nonferrous
Metals (Ӻ৫,“ Hunan Institute ”) in relation
to the development and research report on the beneficiation
test technology at Boguty Project.
March 2017 /H1118/H1118/H1118/H1118/H1118 Subsidiary ZV entered into an engineering consulting
agreement with Hunan Institute in relation to the report of
feasibility studies on Boguty Project.
February 2018 /H1118/H1118/H1118 Our Company entered into a construction engineering design
agreement with Hunan Institute in relation to the preliminary
design of the Boguty Project.
HISTORY AND CORPORATE STRUCTURE
– 203 –


--- page 215 ---
June 2018 /H1118/H1118/H1118/H1118/H1118/H1118 The Boguty Project was listed as one of the 45 Sino-Kazakh
Key Cooperation Projects (ᓃΥЪධͦ)b yt h e
National Development and Reform Commission of the PRC
(ึ) and the MID.
December 2018 /H1118/H1118 Jiangxi Copper HK acquired 4,900 Shares, representing 49%
of the then issued share capital of our Company, and became
one of our Shareholders.
March 2019 /H1118/H1118/H1118/H1118/H1118 Our Company entered into a contract on semi-autogenous
grinding selection test with Luoyang Mining Machinery
Engineering Design and Research Institute (ජᘤʆዚ૛ʈ೻
Ӻ৫), pursuant to which Luoyang Mining Machinery
Engineering Design and Research Institute issued a report on
semi-autogenous grinding selection test, a report on the
calculation of grinding equipment and a report on the
calculation of crushing and grinding equipment in relation to
the Boguty Project.
May 2019 /H1118/H1118/H1118/H1118/H1118/H1118 Our Company entered into a corporation framework agreement
with China ENFI Engineering Co., Ltd. (ിʈ೻ҦஔϞ
ʮ̡)( “ENFI”), an Independent Third Party, with respect to
the design of the Boguty Project.
June 2019 /H1118/H1118/H1118/H1118/H1118/H1118 Our Company entered into a construction design agreement
with ENFI to complete the design of the construction of
processing engineering with respect to the tungsten ore of the
Boguty Project.
June 2020 /H1118/H1118/H1118/H1118/H1118/H1118 The preliminary design of the Boguty Project was completed.
November 2020 /H1118/H1118 Our Company commenced preliminary construction of the
Boguty Project.
March 2021 /H1118/H1118/H1118/H1118/H1118 Our Company entered into the framework agreement with
CCECC in respect of the construction of beneficiation part of
the Boguty Project.
May 2021 /H1118/H1118/H1118/H1118/H1118/H1118 CRCCII and CCECC HK subscribed for 1,177 and 588 Shares,
representing approximately 10% and approximately 5% of the
then issued Share capital of our Company, and became our
Shareholders.
May 2021 /H1118/H1118/H1118/H1118/H1118/H1118 Our Company commenced the full-scale construction of the
Boguty Project.
HISTORY AND CORPORATE STRUCTURE
– 204 –


--- page 216 ---
July 2023 /H1118/H1118/H1118/H1118/H1118/H1118 MIID, our Company and Subsidiary ZV entered into an
understanding memorandum with regard to the implementation
of the Boguty Project.
April 2024 /H1118/H1118/H1118/H1118/H1118 Subsidiary ZV entered into a cooperation memorandum with
Satbayev University, China Overseas Development
Association (՘ึ), and BGRIMM
Technology Group Co., Ltd. (ʮ̡)t o
establish a laboratory focused on the research and development
of the processing procedure and materials.
November 2024 /H1118 Our Company is awarded with “The Best Investor 2024 — The
Best Strategic Breakthrough in the Mining Industry” by the
Prime Minister of the Republic of Kazakhstan.
 Our Company commenced the trial production of the Boguty
Project.
OUR MAJOR SUBSIDIARIES
As of the Latest Practicable Date, we had four intermediate holding companies and
subsidiaries incorporated or registered in different jurisdictions, including the PRC,
Luxembourg and Kazakhstan. We set forth below information about the subsidiaries that we
deem significant or made material contribution to our operating results during the Track
Record Period:
No.
Name of
subsidiary
Date of
registration
Place of
registration
Ownership as of the
Latest Practicable Date Principal business
1. Subsidiary
ZV
July 31, 2014 Kazakhstan 97% participatory
interests held by
Subsidiary AK and
3% by Ever Trillion
International
Singapore Pte. Ltd.
(“Ever Trillion
Singapore ”)
Implementation
of the
Boguty
Project
2. Subsidiary
AK
December 28,
2011
Kazakhstan 99.99% participatory
interests indirectly
held by our
Company and 0.01%
by Mr. Liu Liqiang
Intermediate
holding
company of
Subsidiary
ZV
HISTORY AND CORPORATE STRUCTURE
– 205 –


--- page 217 ---
MAJOR CORPORATE DEVELOPMENT AND SHAREHOLDING CHANGES OF OUR
GROUP
Major shareholding changes of our Company
Our Company was incorporated as a private company limited by shares in Hong Kong on
August 29, 2014. Upon our Company’s incorporation, an aggregate of 10,000 issued Shares of
our Company were wholly owned by Mr. Liu Liqiang, our executive Director and the chairman
of the Board. With a view to collaborating with Baimukhanov Baurzhan, an Independent Third
Party with established business connections in Kazakhstan, on obtaining the tungsten ore
production right of Boguty Project in furtherance of the “The Belt and Road Initiative” (“ ɓ
੭ɓ༩”), on November 2, 2015, Mr. Liu Liqiang transferred 1,237 issued Shares, representing
12.37% of the then issued Shares, to Baimukhanov Baurzhan at a consideration of HK$1,237,
determined based on arm’s length negotiations between the parties with reference to the then
paid-in capital of our Company and settled in cash on November 2, 2015. After Subsidiary
ZV’s obtaining the tungsten ore production right of the Boguty Project in March 2016, due to
his switch of focus on investment and considering the relatively extensive investment cycle of
the Boguty Project, Baimukhanov Baurzhan divested from our Company. All of such 1,237
issued Shares were subsequently transferred to Mr. Liu Zijia on March 28, 2017 at a
consideration of US$15.5 million, determined based on arm’s length negotiations between the
parties with reference to the book value of the Company, which had reflected the then net
present value of the tungsten ore production right of Boguty Project as determined by an
Independent Third Party in March 2016. The consideration was settled in cash on March 28,
2017 and was financed by Mr. Liu Zijia’s own funding. Baimukhanov Baurzhan became
acquainted with the Group through mutual friends of Mr. Liu Liqiang. As confirmed by the
Company and Mr. Liu Liqiang, save for Baimukhanov Baurzhan’s investment and divestment
in the Company, the Group and Baimukhanov Baurzhan or any of their respective associates
do not have any past or present relationships (including, without limitation, business,
employment, family, trust, financing, shareholding or otherwise) between them. On December
13, 2018, to further streamline the shareholding structure of the Company at the request of the
then investor, i.e. Jiangxi Copper, each of Mr. Liu Liqiang and Mr. Liu Zijia transferred 3,863
and 1,237 issued Shares, representing an aggregate of 51% of the then issued Shares, to Ever
Trillion, at a consideration of US$100 and US$100, respectively.
Since incorporation, our Company has undertaken several rounds of equity financings
between 2018 and 2023. On February 15, 2023, the issued share capital of the Company was
increased without the issuance of new Shares, by way of conversion of Shareholders’ loans
and/or capital injection by the Shareholders. See “Pre-IPO Investments” in this section for
further details.
HISTORY AND CORPORATE STRUCTURE
– 206 –


--- page 218 ---
Major changes of participatory interests in Subsidiary AK
Subsidiary AK was registered as a limited liability partnership under the laws of
Kazakhstan on December 28, 2011. Immediately prior to the acquisition of Subsidiary AK by
Jiaxin Luxembourg and Mr. Liu Liqiang in November 2015, Subsidiary AK was owned as to
90% by Kaz Grain Food Almaty LLP and 10% by Ms. Anuar Anara
(г-жа Ануар Анара) , both
being Independent Third Parties.
With a view to obtaining control over the underlying assets (i.e. the tungsten ore
production right of the Boguty Project) indirectly held by Subsidiary AK, our Company
intended to acquire Subsidiary AK through its wholly-owned subsidiary, i.e. Jiaxin
Luxembourg. However, Article 10.1 of the Law of the Republic of Kazakhstan “On Limited
and Additional Liability Partnerships” (“ Kazakhstan LLP Law ”) provides that a limited
liability partnership may not have another economic partnership consisting of one person
(either in the form of legal entity or individual) as a sole participant. Given that Jiaxin
Luxembourg, being a wholly-owned subsidiary of the Company, would therefore be deemed as
an economic partnership consisting of one person as a sole participant under the Kazakhstan
LLP Law, Subsidiary AK therefore could not be wholly owned by Jiaxin Luxembourg in light
of the above legal restriction under the Kazakhstan LLP Law. As such, on November 12, 2015,
Kaz Grain Food Almaty LLP and Ms. Anuar Anara on the one hand, and Jiaxin Luxembourg
and Mr. Liu Liqiang on the other hand, entered into a share purchase and transfer agreement,
pursuant to which Jiaxin Luxembourg acquired a total of 99.99% participatory interests in
Subsidiary AK from Kaz Grain Food Almaty LLP (as to 89.99% participatory interests) and
Ms. Anuar Anara (as to 10% participatory interests) at a consideration of 136,064.88 Tenge and
15,120 Tenge, respectively; and Mr. Liu Liqiang acquired the remaining 0.01% participatory
interests (the “ AK Minority Participatory Interests ”) in Subsidiary AK from Kaz Grain Food
Almaty LLP at a consideration of 15.12 Tenge. The consideration was determined based on
arm’s length negotiation between the parties with reference to the then registered share capital
of Subsidiary AK, being 151,200 Tenge, and has been fully settled. The share purchase was
financed by the Company’s and Mr. Liu Liqiang’s funding. The re-registration of participants
with the Non-Commercial Joint Stock Company “The State Corporation Government for
Citizens” in Kazakhstan was completed in December 2015.
As confirmed by our Kazakhstan Legal Advisors, (i) our Company is prohibited from
indirectly holding 100% participatory interests in the charter capital of a Kazakhstan limited
liability partnership through its wholly-owned subsidiary if such subsidiary is considered as an
economic partnership under the applicable Kazakhstan laws and regulations, and (ii) the
ownership structure with some minority interests being held by a third party is commonly used
in Kazakhstan for limited liability partnerships such as that of Subsidiary AK. As such, the
current arrangement with respect to the AK Minority Participatory Interests is necessary for our
Company’s compliance with the relevant Kazakhstan laws and regulations.
Each of the transfers has been properly and legally completed, and all applicable
regulatory approvals have been obtained.
HISTORY AND CORPORATE STRUCTURE
– 207 –


--- page 219 ---
With a view to further enhancing corporate governance safeguards in this regard, our
Group and our Shareholders have adopted the following measures to, among others, mitigate
the potential conflict of interest arising from the AK Minority Participatory Interests: (i) the
general meeting of participants of Subsidiary AK shall take decisions on the appointment of
director, being the sole executive body, by simple majority votes under the articles of
association (charter) of Subsidiary AK and Kazakhstan laws. As such, Mr. Liu Liqiang will not,
in his capacity as a participant of Subsidiary AK, appoint any director, being the sole executive
body of Subsidiary AK; and (ii) according to the articles of association (charters) of Subsidiary
AK, the change of the partnership’s participants, the partnership’s registered charter capital or
the participatory interest ratio of the partnership’s participants shall be subject to a unanimous
approval by the general meeting of participants of Subsidiary AK. Further, there is no special
right or preferred arrangement exclusively attached to the AK Minority Participatory Interests,
and Mr. Liu Liqiang does not enjoy any additional preferred rights or benefits at the level of
Subsidiary AK.
Major changes of participatory interests in Subsidiary ZV
Subsidiary ZV was registered under the laws of Kazakhstan on July 31, 2014 with
Subsidiary AK holding 97% participatory interests and then called Social Entrepreneurial
Corporation “Zhetysu” National Company Joint Stock Company (currently known as
“Regional Development Institute “Social-Entrepreneurial Corporation “Zhetisu” Joint Stock
Company (“ Zhetisu JSC ”)), a Kazakhstan state-owned company and an Independent Third
Party, holding the remaining 3% participatory interests in Subsidiary ZV (the “ ZV Minority
Participatory Interests ”, together with the AK Minority Participatory Interests, the “ Minority
Participatory Interests ”). In March 2016, Subsidiary ZV was granted the tungsten ore
production right of the Boguty Project by the MID.
In 2021, to address the requirements of CRCC, being the Company’s then potential
investor, including that, among others, Ever Trillion and its affiliates shall purchase the ZV
Minority Participatory Interests from Zhetisu JSC, and shall procure Subsidiary AK to hold no
less than 97% participatory interests in Subsidiary ZV , and to expedite the completion of
investment by CRCC, Mr. Liu Liqiang agreed to purchase the ZV Minority Participatory
Interests for a consideration of 355,501,250 Tenge (equivalent of US$850,000) from Zhetisu
JSC by way of entering into a nominee arrangement with Subsidiary AK (the “ Nominee
Arrangement ”) in 2021. In December 2021, Mr. Liu Liqiang, Subsidiary AK and the Company
formalized the Nominee Arrangement by entering into a trust arrangement deed (the “ Deed”),
pursuant to which Subsidiary AK shall purchase the ZV Minority Participatory Interests on
behalf of Mr. Liu Liqiang and hold the ZV Minority Participatory Interests in trust for Mr. Liu
Liqiang and shall transfer the ZV Minority Participatory Interests to a third-party nominee to
be designated by Mr. Liu Liqiang where and when appropriate.
HISTORY AND CORPORATE STRUCTURE
– 208 –


--- page 220 ---
In June 2022, Subsidiary AK entered into a sale and purchase agreement with Ever
Trillion Singapore, pursuant to which Subsidiary AK shall transfer the ZV Minority
Participatory Interests to Ever Trillion Singapore for US$850,000. Ever Trillion Singapore is
a company incorporated in Singapore on January 9, 2019, which is owned as to 90% by
Mr. Liu Zijia, one of our Controlling Shareholders and the son of Mr. Liu Liqiang, and as to
10% by Mr. Terlyga Nazariy, the executive director and deputy general manager of Subsidiary
ZV , both of which are connected persons of our Company. Ever Trillion Singapore primarily
engages in investment holding. The transfer of the ZV Minority Participatory Interests was
approved by the MIID of Kazakhstan in May 2023 (the then competent authority in the mining
industry in Kazakhstan, which starting from September 1, 2023 was re-organized to MIC), and
the re-registration of participants with the Non-Commercial Joint Stock Company “The State
Corporation Government for Citizens” in Kazakhstan was completed in July 2023, by virtue of
the completion of which the Nominee Arrangement had been terminated pursuant to the Deed.
The consideration has been fully settled on March 18, 2024.
Our Kazakhstan Legal Advisors have confirmed that each of the transfers has been
properly and legally completed, and all applicable regulatory approvals have been obtained.
Taking into account the advice by the then legal advisors to our Company as to Hong
Kong law in relation to the Nominee Arrangement, our Directors consider that, before the
termination of the Deed and the Nominee Arrangement, the Deed was valid, effective and
binding upon Mr. Liu Liqiang and the Company under Hong Kong laws (i.e. the governing law
of the Deed). Further, as confirmed by the Kazakhstan Legal Advisors, before the termination
of the Deed and the Nominee Arrangement, the Deed and the Nominee Arrangement were
valid, effective and enforceable against the Group and did not contradict mandatory provisions
under applicable Kazakhstan laws and regulations.
With a view to further enhancing corporate governance safeguards in this regard, our
Group and our then Shareholders have adopted the following measures to, among others, to
mitigate the potential conflict of interest arising from the ZV Minority Participatory Interests:
(i) the general meeting of participants of Subsidiary ZV shall take decisions on the appointment
of general director, being the sole executive body, by simple majority votes under the articles
of association (charter) of Subsidiary ZV and Kazakhstan laws. As such, Ever Trillion
Singapore will not, in its capacity as a participant of Subsidiary ZV , appoint any general
director, being the sole executive body of Subsidiary ZV; and (ii) according to the articles of
association (charters) of Subsidiary ZV , the change of the partnership’s participants, the
partnership’s registered charter capital or the participatory interest ratio of the partnership’s
participants shall be subject to a unanimous approval by the general meeting of participants of
Subsidiary ZV . Further, there is no special right or preferred arrangement exclusively attached
to the ZV Minority Participatory Interests, and Ever Trillion Singapore does not enjoy any
additional preferred rights or benefits at the level of Subsidiary ZV .
HISTORY AND CORPORATE STRUCTURE
– 209 –


--- page 221 ---
Our Company does not intend to acquire the Minority Participatory Interests even if the
aforesaid ownership restriction is lifted, considering the following procedures are time
consuming: (i) as advised by our Kazakhstan Legal Advisors, subject to certain exceptions as
set by the SSU Code, any change of participatory interests in Subsidiary AK and Subsidiary
ZV , either directly or indirectly, will be subject to substantive review, approval and
post-completion filing procedures with MIC. Given the large amount of documentation
involved, it is uncertain as to the complication, difficulty and timing required for completing
the above-mentioned review, approval and filing procedures; (ii) as advised by our PRC Legal
Advisors, the respective Overseas Direct Investment (“ ODI”) filings made by Jiangxi Copper
and CRCC in relation to their investments in our Company have been completed, and any
further acquisition of the Minority Participatory Interests by the Group will be considered as
changes in the investment amount made by Jiangxi Copper and CRCC, respectively. As such,
any reorganization with respect to the Minority Participatory Interests will require various new
filings and registration to be made, including updated ODI filing applications to provincial
branch of National Development and Reform Commission (ึ) and
provincial Department of Commerce ( ਠਕᝂ) of the PRC, as well as the foreign currency
registration at local banks; and (iii) given that Jiangxi Copper and CRCC are both state-owned
enterprises, their investments are subject to strict state-owned assets management laws and
procedures, including, among others, the Law of the People’s Republic of China on
State-Owned Assets in Enterprises (). As the acquisitions
of the Minority Participatory Interests are considered as changes in the respective investment
by Jiangxi Copper and CRCC, they will be subject to the scrutiny of relevant state-owned
assets regulatory institution.
Major acquisitions, disposals and mergers
Throughout the Track Record Period and as of the Latest Practicable Date, we did not
conduct any major acquisitions, mergers or disposals.
LOAN ARRANGEMENT BETWEEN EVER TRILLION AND GOLDBLINK
Mr. Liu Zijia, Ever Trillion and Goldblink entered into the Loan Agreement on November
20, 2023 in relation to certain financing arrangements. Such arrangement is exclusively a
financial arrangement between these two parties in nature, and the Group is not involved in the
Loan Agreement, nor will it bear any responsibility for either the repayment or receipt of any
portion of the loan amount. The financing arrangements were entered into (i) as a part of
internal financial and wealth management for Ever Trillion and Mr. Liu Zijia on the one hand;
and (ii) for Goldblink, on the other hand, to diversify its investment portfolio and to obtain an
option to share future profits generated from the production at Boguty Project, as a
demonstration of its confidence in the Group’s business prospects given it is in line with the
“The Belt and Road Initiative” (“ ɓ੭ɓ༩”).
HISTORY AND CORPORATE STRUCTURE
– 210 –


--- page 222 ---
The Loan Agreement would allow Mr. Liu Zijia to improve his financial liquidity in a
timelier manner and without putting tremendous pressure on our Company’s trading price. As
further detailed below, under the Loan Agreement, Ever Trillion may withdraw and use 50%
of the principal amount of the Goldblink Loan immediately if Goldblink opts to exercise its
Goldblink Call Option within five business days after the Listing Date, which amounts to
HK$228,925,000. However, if the Loan Agreement was not entered into, the earliest time that
Mr. Liu Zijia or Ever Trillion could sell their shareholding in our Company to improve their
financial liquidity would only be after six months from the Listing Date (in compliance with
the lock-up requirement under Rule 10.07 of the Listing Rules) and only for a maximum of
2.51% of the total issued Shares in our Company (assuming the Over-allotment Option is not
exercised). Assuming such Shares were sold at the Offer Price, the proceeds of such sale of
Shares would still be significantly less than 50% of the principal amount of the Goldblink Loan
which would be ready to use by the sixth business days after the Listing Date.
The key terms of the Loan Agreement are as follows:
Principal amount /H1118/H1118/H1118/H1118: Goldblink agrees to provide a loan to Ever Trillion in the
principal amount of HK$457,850,000 (the “ Goldblink
Loan”), which has been deposited into a bank account as
designated in the Loan Agreement (the “ Account ”) prior to
28 clear days before the date on which the Company
submits its listing application with the Stock Exchange.
Security /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: As security for the Goldblink Loan, Mr. Liu Zijia agrees to
pledge 44,000 issued shares of Ever Trillion (the “ Pledge
Shares ”), representing 44% of the total issued shares in
Ever Trillion held by him, to Goldblink (the “ Goldblink
Pledge ”).
In addition, Mr. Liu Zijia and Mr. Liu Liqiang will also
provide personal guarantee for the Goldblink Loan (the
“Personal Guarantee ”).
Maturity date /H1118/H1118/H1118/H1118/H1118/H1118/H1118: The maturity date of the Goldblink Loan (the “ Maturity
Date”) shall be:
(i) September 30, 2025 or such other date as otherwise
mutually agreed, if the Global Offering is not
completed by September 30, 2025;
HISTORY AND CORPORATE STRUCTURE
–2 1 1–


--- page 223 ---
(ii) the sixth business day after the Listing Date or such
other date as separately informed by Goldblink, if the
Global Offering is completed on or before September
30, 2025 while Goldblink opts to request repayment
of the Goldblink Loan by Ever Trillion during the
Goldblink Option Period (as defined below); or
(iii) the completion date upon which Goldblink acquired
the Target Shares (as defined below) or such other
date as separately agreed by Goldblink, if the Global
Offering is completed on or before September 30,
2025 and Goldblink opts to exercise the Goldblink
Call Option (as defined below) during the Goldblink
Option Period.
Use and repayment of
the Goldblink Loan
and the Accrued
Interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
: the Goldblink Loan and interest accrued in accordance
with the applicable deposit rate offered by the relevant
bank thereupon (the “ Accrued Interests ”) shall be
retained in the Account after the advancement of the
Goldblink Loan. The applicable interest rate as at the date
of advancement of the Goldblink Loan was 5% per annum.
The expected amount of the Accrued Interests at the
current interest rate is (i) US$3.1 million (assuming the
Global Offering is not completed by September 30, 2025),
(ii) US$3.1 million (assuming the Global Offering is
completed on the Listing Date and Goldblink opts to
exercise its Goldblink Call Option), and (iii) US$1.6
million (assuming the Global Offering is completed on the
Listing Date and Goldblink opts to request full repayment
of the Goldblink Loan).
In the event where (i) the Global Offering is not completed
by September 30, 2025 or (ii) the Global Offering is
completed by September 30, 2025 while Goldblink opts to
request full repayment of the Goldblink Loan and the
Accrued Interests by Ever Trillion:
(a) the Goldblink Loan shall be terminated;
(b) Ever Trillion shall repay the principal amount of
Goldblink Loan and the Accrued Interests for the
period from the advancement of the Goldblink Loan
up to the Maturity Date;
HISTORY AND CORPORATE STRUCTURE
– 212 –


--- page 224 ---
(c) the director at the board of Ever Trillion appointed by
Goldblink shall resign; and
(d) Goldblink shall release the Goldblink Pledge and the
Personal Guarantee upon receiving full repayment of
the principal amount of Goldblink Loan and the
Accrued Interests.
In the event where the Global Offering is completed by
September 30, 2025 and Goldblink opts to exercise its
Goldblink Call Option and to release the Goldblink Pledge,
among others:
(a) since the date of notice by Goldblink to Ever Trillion
of the exercise of the Goldblink Call Option, Ever
Trillion may withdraw and use 50% of the principal
amount of the Goldblink Loan;
(b) conditional upon the completion of the transfer of
Target Shares to Goldblink, Ever Trillion shall be
released from the repayment obligation of the
Goldblink Loan, the principal amount of which will
be credited against the purchase price of the Target
Shares payable by Goldblink to Ever Trillion. Ever
Trillion may withdraw and use 100% of the principal
amount of the Goldblink Loan upon completion of
the acquisition of the Target Shares by Goldblink;
(c) on the Maturity Date, Ever Trillion shall return the
Accrued Interests for the period from the date of the
advancement of the Goldblink Loan up to the
Maturity Date to Goldblink; and
(d) the Target Shares shall be transferred by Ever Trillion
to Goldblink pursuant to the definitive transaction
documents upon completion, and the Goldblink
Pledge and Personal Guarantee shall be
simultaneously released.
HISTORY AND CORPORATE STRUCTURE
– 213 –


--- page 225 ---
Goldblink Call
Option /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
: Conditional upon the completion of the Global Offering by
September 30, 2025, Goldblink will have a call option to
acquire such number of Target Shares of the Company
from Ever Trillion, which shall be 1,567 shares of the
Company before the Share Subdivision (amounting to
43,876,000 Shares of the Company immediately following
the Share Subdivision), subject to further adjustment to the
total issued share capital of the Company in the event of
share subdivision, distribution of bonus shares or share
consolidation (if applicable) during the period from the
date of entering into the Loan Agreement to the closing
date of the exercise of the Goldblink Call Option. The
purchase price for the Target Shares equals to the principal
amount of the Goldblink Loan. The amount of the
Goldblink Loan and the number of the Target Shares were
determined based on arm’s length discussion with
reference to the fair market value of the equity interests in
the Group evaluated by an Independent Third Party.
Goldblink may, at its sole discretion with a period of five
business days following the Listing Date (the “ Goldblink
Option Period ”), choose, by way of a written notice to
Ever Trillion, to either (A) request full repayment of the
Goldblink Loan and the Accrued Interests by Ever Trillion;
or (B) exercise the Goldblink Call Option. The pledge over
the Pledge Shares will be released upon the full repayment
of the Goldblink Loan and Accrued Interests or the
completion of the acquisition of the Target Shares (as the
case may be).
Should Goldblink opt to exercise the Goldblink Call
Option, the signing of the definitive transaction agreement
(including a share purchase agreement in agreed form) and
the completion of such acquisition of the Target Shares by
Goldblink will take place after the expiry of 12-month
period immediately following the Listing Date and subject
to compliance with all applicable laws (including but not
limited to the Listing Rules and the Takeovers Code), with
a view to ensuring full compliance by Ever Trillion and
Mr. Liu Zijia with Rule 10.07 of the Listing Rules.
Prior to the completion of the acquisition of the Target
Shares by Goldblink, Goldblink shall not have any right,
including voting right and the right to dividend, of the
Target Shares.
HISTORY AND CORPORATE STRUCTURE
– 214 –


--- page 226 ---
Upon completion of the acquisition of the Target Shares by
Goldblink, the Goldblink Loan shall be terminated and the
Goldblink Pledge shall be released.
Undertakings
provided by Mr.
Liu Zijia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
: Within 30 days after the advancement of the Goldblink
Loan, Mr. Liu Zijia shall ensure the appointment of one
director nominated by Goldblink at the board of directors
of Ever Trillion, who shall have access to meetings and
discussions in relation to the operation of Ever Trillion and
the Proposed Listing (the “ Goldblink Information
Right ”).
In addition, Mr. Liu Zijia and Ever Trillion shall use
reasonable effort to support Goldblink’s involvement in
discussions over the Group’s product sales arrangement
(the “ Goldblink Participation Right ”). The Goldblink
Participation Right was intended to provide Goldblink and
its nominated director at Ever Trillion with access to
information on any progress in relation to the Group’s
sales plan before the commencement of production at
Boguty Project as well as to allow Goldblink to provide
suggestions when it deems necessary.
Following the completion of the Global Offering and
should Goldblink duly exercised the Goldblink Call
Option, subject to compliance with applicable laws and
regulations, Mr. Liu Zijia and Ever Trillion shall use
reasonable effort to support candidate proposed by
Goldblink to be elected as a director of the Company.
Undertakings
provided by
Goldblink /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
: Goldblink agrees and undertakes that the exercise of the
Goldblink Call Option shall comply with the applicable
laws (including but not limited to the Listing Rules and the
Takeovers Code).
Goldblink undertakes that it shall enforce the pledge over
the Pledge Shares only to the extent to acquire the Target
Shares and in compliance with the applicable laws and
regulations (including the Listing Rules and the Takeovers
Code).
In addition, Goldblink will assist Ever Trillion and Mr. Liu
Zijia to comply with the lock-up requirement under Rule
10.07 of the Listing Rules and will not acquire the Target
Shares at any time during the twelve-month lock-up period
following the Listing Date.
HISTORY AND CORPORATE STRUCTURE
– 215 –


--- page 227 ---
Exercise of the Goldblink Call Option
Pursuant to the Loan Agreement, Goldblink may exercise the Goldblink Call Option in
full (but not in part) and acquire all the Target Shares, being 1,567 shares of the Company
before the Share Subdivision (amounting to 43,876,000 Shares of the Company immediately
following the Share Subdivision).
Pursuant to the Loan Agreement, in the event that Goldblink opts to exercise the
Goldblink Call Option after the Listing and assuming the Over-allotment Option is not
exercised and there are no changes to the shareholding of Ever Trillion and Goldblink and the
issued share capital of the Company, then immediately after the completion of the acquisition
of the Target Shares by Goldblink (which at the earliest would be at the expiry of a 12-month
period immediately following the Listing Date), Goldblink would hold 43,876,000 Shares,
representing 9.99% of the share capital of our Company, and Ever Trillion would hold
98,924,000 Shares, representing 22.52% of the share capital of our Company. Therefore, in
such circumstances, Mr. Liu Zijia and Ever Trillion would cease to be our Controlling
Shareholders.
Information about Goldblink
Goldblink, a limited company incorporated in the British Virgin Islands, is a wholly-
owned subsidiary of LVYY GROUP LIMITED. LVYY GROUP LIMITED is in turn ultimately
wholly owned by Mr. Lyu Wenyang through LVYY Group Holding Limited. Mr. Lyu Wenyang
has extensive experience in capital markets and investment, including, among others,
investment in Kingwisoft Technology Group Company Limited (ʮ̡)
(a company listed on the Growth Enterprise Market of the Stock Exchange (stock code: 8295)).
Each of Goldblink and Mr. Lyu is an Independent Third Party of the Company. Mr. Lyu became
acquainted with Mr. Liu Liqiang through introduction by mutual friends. The Goldblink Loan
is financed by its own source of funding.
PRE-IPO INVESTMENTS
Principal Terms of the Pre-IPO Equity Financing
Our Group has received certain equity financing from the following Pre-IPO Investors
since the commencement of our business. The table below sets forth the principal terms of such
Pre-IPO equity financing received by our Company:
Pre-IPO Investor Jiangxi Copper HK CRCCII CCECC HK
Date of the investment
agreement/Shareholders’
resolutions /H1118/H1118/H1118/H1118/H1118/H1118/H1118
November 7, 2018 and
September 25, 2019
February 15, 2023
(1) August 30, 2020 February 15, 2023 (1) August 30, 2020 February 15, 2023 (1)
Shares in our Company being
acquired/subscribed for /H1118/H1118
4,900 Shares N/A (2) 1,177 Shares N/A (2) 588 Shares N/A (2)
HISTORY AND CORPORATE STRUCTURE
– 216 –


--- page 228 ---
Pre-IPO Investor Jiangxi Copper HK CRCCII CCECC HK
Shares immediately following
the Share Subdivision /H1118/H1118/H1118
137,200,000 N/A 32,956,000 N/A 16,464,000 N/A
Total consideration paid /H1118/H1118RMB490,608,957.49 RMB72,887,500 RMB147,058,823.53 RMB17,500,000 RMB73,529,411.76 RMB8,750,000
Date on which investment
was fully settled /H1118/H1118/H1118/H1118/H1118
June 22, 2021 May 15, 2023 June 16, 2021 May 15, 2023 June 16, 2021 May 15, 2023
Basis of consideration /H1118/H1118/H1118The relevant consideration was determined after arm’s length negotiations between our Company and each of the Pre-IPO Investors with reference to th e
financial performance and the business valuation of our Company, the timing of the investments, the status of our business and operation and our futur e
prospects.
Cost per Share /H1118/H1118/H1118/H1118/H1118/H1118RMB100,124.28 N/A (2) RMB124,943.78 N/A (2) RMB125,050.02 N/A (2)
Post-money valuation of
our Company /H1118/H1118/H1118/H1118/H1118/H1118
RMB1,001,242,770.40 RMB1,645,588,235.30 RMB1,470,588,235.3 RMB1,645,588,235.30 RMB1,470,588,235.3 RMB1,645,588,235.30
Discount to the Offer
Price (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
64.00% N/A (2) 55.08% N/A (2) 55.04% N/A (2)
Lock-up /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subject to the lock-up
requirements under
Rule 10.07 of the
Listing Rules.
N/A
(2) Not subject to lock-up N/A (2) Not subject to lock-up N/A (2)
Use of proceeds (4) /H1118/H1118/H1118/H1118/H1118The proceeds have been fully utilized for contribution into our Group as investment capital to be used for the construction of the Boguty Project, and d aily
capital expenditures and general working capital requirements.
Strategic benefits of the
investments brought to
our Company /H1118/H1118/H1118/H1118/H1118/H1118
Our Directors are of the view that our Company would benefit from the additional capital provided by the Pre-IPO Investors’ investments in our Company
and receive strategic support from our state-owned shareholders and the Pre-IPO Investments would facilitate the implementation of the Boguty Proj ect, with
the Pre-IPO Investors’ experiences in the exploration, construction, mining and production of mineral resources.
Approximate shareholding in
our Company immediately
before the Global Offering /H1118
41.65% 10% 5%
Approximate shareholding in
our Company immediately
after the Global Offering
assuming the Over-
allotment Option is not
exercised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
31.24% 7.50% 3.75%
Notes:
1. Being the date of the Shareholders’ resolutions with respect to the conversion of Shareholders’ loans and
capital injection into our Company by our Shareholders.
2. No new Shares were issued by the Company. The issued share capital was increased by way of conversion of
Shareholders’ loans and/or capital injection by the Shareholders. In particular, each of Ever Trillion and Jiangxi
Copper HK converted its loan of RMB75,862,500 and RMB72,887,500, respectively, and each of CRCCII and
CCECC HK made a capital injection of RMB17,500,000 and RMB8,750,000, respectively, into the Company.
3. The discount to the Offer Price is calculated based on the Offer Price being HK$10.92 per Share.
4. Such proceeds do not include the consideration for Jiangxi Copper HK’s acquisition of 4,900 Shares from Mr.
Liu Liqiang, which was directly paid to Mr. Liu Liqiang by Jiangxi Copper HK.
HISTORY AND CORPORATE STRUCTURE
– 217 –


--- page 229 ---
Special rights
Pursuant to an option agreement dated September 25, 2019 entered into by Jiangxi Copper
HK and Ever Trillion, Jiangxi Copper HK was granted a call option to purchase 2% of issued
Shares in our Company from Ever Trillion (the “ Jiangxi Copper Call Option ”). Jiangxi
Copper HK and Ever Trillion subsequently entered into a supplemental agreement dated
January 3, 2024, pursuant to which the Jiangxi Copper Call Option has ceased to be effective
immediately from the day prior to the date on which our Company submits its application for
Listing. The Jiangxi Copper Call Option was granted in the above agreements which were
entered into between Jiangxi Copper HK and Ever Trillion, and the Company is not a party to
those agreements granting such option. Considering that the Company is not a party to those
agreements and has no obligation to settle such option, no liability was recorded during the
Track Record Period. As confirmed by the Company, (1) there are no other side arrangements
between the Company and Ever Trillion or between the Company and Jiangxi Copper HK
regarding such option; and (2) the Company did not provide any guarantee on the Jiangxi
Copper Call Option as granted by Ever Trillion in the aforementioned agreements. As
confirmed by each of Ever Trillion and Jiangxi Copper HK, there are no other side
arrangements between them regarding the Jiangxi Copper Call Option.
In addition to the Jiangxi Copper Call Option which has already ceased to be effective as
disclosed above, all the existing special rights granted to the Pre-IPO Investors and Goldblink,
including, among others, the pre-emptive right, right of first refusal, right of co-sale, director
nomination right, consent right for certain corporate actions, and information right (including
the Goldblink Information Right and the Goldblink Participation Right) will be terminated
upon the Listing.
Compliance with the Guide for New Listing Applicants
On the basis that (i) the considerations for the Pre-IPO Investments and the Goldblink
Loan have been settled more than 28 clear days before the date of our first submission of the
listing application to the Stock Exchange; and (ii) except as disclosed above, none of the
Pre-IPO Investors and Goldblink is entitled to any special rights under the pre-IPO investments
or the Goldblink Loan, the Sole Sponsor is of the view that based on the documents provided
by the Company relating to the Pre-IPO Investments and the Goldblink Loan, the Pre-IPO
Investments and the Goldblink Loan are in compliance with the Pre-IPO Investment Guidance
as sets out in Chapter 4.2 of the Guide for New Listing Applicants.
Information about the Pre-IPO Investors
Save as disclosed herein, (i) each of the Pre-IPO investors does not have any past or
present relationship with any other Pre-IPO investors and their respective ultimate beneficial
owners; and (ii) each of the Pre-IPO investors does not have any past or present relationships
with our Company and subsidiaries, their respective controlling shareholders, directors, chief
executive or any of their respective associates.
HISTORY AND CORPORATE STRUCTURE
– 218 –


--- page 230 ---
Jiangxi Copper HK
Jiangxi Copper HK, a limited company incorporated in Hong Kong, is a wholly-owned
subsidiary of Jiangxi Copper. Jiangxi Copper (a company listed on the Stock Exchange (stock
code: 0358) and the Shanghai Stock Exchange (stock code: 600362)) is ultimately controlled
by the State-owned Assets Supervision and Administration Commission of Jiangxi Province
through Jiangxi Copper Corporation Limited (ʮ̡), holding approximately
43.72% equity interests in Jiangxi Copper as of September 30, 2024. Jiangxi Copper is
principally engaged in the copper and gold mining and dressing, smelting and processing;
extraction and processing of scattered metals; sulphuric chemistry as well as finance and
trading fields. Jiangxi Copper became acquainted with the Group through a friend of Mr. Liu
Liqiang.
CRCCII
CRCCII, a limited company incorporated in Hong Kong, is a wholly-owned subsidiary of
CRCC. CRCC (a company listed on the Stock Exchange (stock code: 1186) and the Shanghai
Stock Exchange (stock code: 601186)) is in turn ultimately controlled by the State-owned
Assets Supervision and Administration Commission of the State Council through China
Railway Construction Corporation (ʮ̡). CRCC is primarily engaged
in the construction operation, planning, design and consultancy, investment operation, real
estate development, manufacturing, materials and logistics, environmental protection, industry
finance and other emerging industries.
CCECC HK
CCECC HK, a limited company incorporated in Hong Kong, is a wholly-owned
subsidiary of CRCC through CCECC.
PUBLIC FLOAT AND FREE FLOAT
Public Float
As (i) Jiangxi Copper HK, will become a substantial shareholder of our Company and (ii)
each of CRCCII and CCECC HK, which is controlled by CRCC, will become a core connected
person of our Company upon the completion of Global Offering assuming the Over-allotment
Option is not exercised, none of Jiangxi Copper HK, CRCCII and CCECC HK will be counted
towards the public float of our Company.
Pursuant to Rule 8.08(1) of the Listing Rules, where the expected market value at the time
of listing does not exceed HK$6,000,000,000, at least 25.0% of the total issued share capital
of our Company must at all times be held by the public. Immediately following the Share
Subdivision and upon completion of the Global Offering (assuming the Over-allotment Option
HISTORY AND CORPORATE STRUCTURE
– 219 –


--- page 231 ---
are not exercised), the Company’s total issued Shares is 439,228,800 Shares, among which
109,808,800 Shares, representing approximately 25.00% of the total issued Shares, will be
counted towards the public float for the purpose of Rule 8.08(1) of the Listing Rules.
According to Rule MLR 11 of AIX Markets Listing Rules, a minimum level of 10.0% of
our Shares for which the application for admission in the AIX has been made have to be in
public hands. According to Rule MLR 14.1 of AIX Markets Listing Rules, the “shares in public
hands” requirement under the Rule MLR 11 will not apply upon admittance of the Shares to
the listing on the Stock Exchange. In addition, under the AIX Regional Equity Market
Rules (REM 3.1(e)), as applicable to REM companies (i.e., the companies free-float market
capitalization of which on AIX and other stock exchanges does not exceed USD200 million)
the threshold for “shares in public hands” is decreased to 10%. AIX has the right to decrease
such minimum amount even more. Transfer of securities (including Shares) from the AIX to the
Stock Exchange for trading is allowed; and arbitrage between the two markets, namely AIX and
the Stock Exchange, can take place.
Free Float
Rule 8.08A of the Listing Rules provides that, there must be sufficient shares for which
listing is sought by a new applicant that are held by the public and available for trading upon
listing. This will normally mean that the portion of the class of shares for which listing is
sought that are held by the public and not subject to any disposal restrictions (whether under
contract, the Listing Rules, applicable laws or otherwise), at the time of listing, must: (1)
represent at least 10% of the total number of issued shares in the class of shares for which
listing is sought (excluding treasury shares), with an expected market value at the time of
listing of not less than HK$50,000,000; or (2) have an expected market value at the time of
listing of not less than HK$600,000,000.
Each of the Cornerstone Investors has agreed to a lock-up period of six months following
the Listing Date. As such, Shares held by the Cornerstone Investors upon the Listing shall not
be counted towards the free float of the Shares of the Company at the time of Listing. Based
on an Offer Price of HK$10.92 per Share, the Company is expected satisfy the free float
requirement under Rule 8.08A of the Listing Rules.
HISTORY AND CORPORATE STRUCTURE
– 220 –


--- page 232 ---
CORPORATE STRUCTURE IMMEDIATELY BEFORE THE COMPLETION OF THE
GLOBAL OFFERING
The following diagram sets forth the corporate and shareholding structure of our Group
immediately before the completion of the Global Offering:
Jiaxin Zhuhai
(PRC)
Jiaxin Luxembourg
(Luxembourg)
Subsidiary AK(1)
(Kazakhstan)
Subsidiary ZV(2)
(Kazakhstan)
Our Company
(HK)
Jiangxi Copper HK
(HK)
Ever Trillion
(HK)
Mr. Liu Zijia
(HK citizen)
Jiangxi Copper
(PRC)
China Railway
Construction Asset
Management (HK) Limited
(HK)
China Civil
Engineering Construction
Corporation Ltd.
(PRC)
Jiangxi Copper
Corporation Limited
(PRC)
China Railway Construction
Corporation International
Investment Co., Ltd.
(PRC)
CRCC
(PRC)
CRCCII
(HK)
CCECC HK
(HK)
43.35% 41.65% 10% 5%
100% 100%
100%
100%
100%100%100%100%
45.72% 100%
99.99%
97%
Mr. Liu Liqiang
(HK citizen)
0.01%
Ever Trillion Singapore
(Singapore)
3%
Notes:
(1) For details, please refer to “— Major changes of participatory interests in Subsidiary AK” in this section.
(2) For details, please refer to “— Major changes of participatory interests in Subsidiary ZV” in this section.
HISTORY AND CORPORATE STRUCTURE
– 221 –


--- page 233 ---
CORPORATE STRUCTURE IMMEDIATELY FOLLOWING THE COMPLETION OF
THE GLOBAL OFFERING
The following diagram sets forth the corporate and shareholding structure of our Group
immediately following the completion of the Global Offering (assuming the Over-allotment
Option is not exercised):
Jiaxin Zhuhai
(PRC)
Jiaxin Luxembourg
(Luxembourg)
Subsidiary AK(1)
(Kazakhstan)
Subsidiary ZV(2)
(Kazakhstan)
Our Company
(HK)
Jiangxi Copper HK
(HK)
Ever Trillion
(HK)
CRCCII
(HK)
CCECC HK
(HK)
Public
Shareholders
32.51% 31.24% 7.50% 3.75% 25.00%
100% 100%
99.99%
97%
Mr. Liu Zijia
(HK citizen)
Jiangxi Copper
(PRC)
China Railway
Construction Asset
Management (HK) Limited
(HK)
China Civil
Engineering Construction
Corporation Ltd.
(PRC)
Jiangxi Copper
Corporation
Limited
(PRC)
China Railway Construction
Corporation International
Investment Co., Ltd.
(PRC)
CRCC
(PRC)
100%
100%
100%100%100%100%
45.72% 100%
Mr. Liu Liqiang
(HK citizen)
0.01%
Ever Trillion Singapore
(Singapore)
3%
Notes:
Notes (1) to (2): Please refer to the corporate structure immediately before the completion of the Global Offering.
HISTORY AND CORPORATE STRUCTURE
– 222 –


--- page 234 ---
CORPORATE STRUCTURE WITH RESPECT TO THE EXERCISE OF GOLDBLINK
CALL OPTION
The following diagram sets forth the corporate and shareholding structure of our Group
after the expiry of a 12-month period immediately following the Listing Date, assuming (i) the
Over-allotment Option is not exercised; (ii) there are no changes to the shareholding of all
shareholders and the issued share capital of our Company; (iii) the Goldblink Call Option is
exercised in full during the Goldblink Option Period
(3); and (iv) the acquisition of the Target
Shares by Goldblink is completed (3):
Jiaxin Zhuhai
(PRC)
Jiaxin Luxembourg
(Luxembourg)
Subsidiary AK(1)
(Kazakhstan)
Subsidiary ZV(2)
(Kazakhstan)
Our Company
(HK)
Jiangxi Copper HK
(HK)
Ever Trillion
(HK)
CRCCII
(HK)
CCECC HK
(HK)
Public
Shareholders
22.52%
Goldblink
(BVI)
9.99% 31.24% 7.50% 3.75% 25.00%
100% 100%
99.99%
97%
Mr. Liu Zijia
(HK citizen)
Jiangxi Copper
(PRC)
China Railway
Construction Asset
Management (HK) Limited
(HK)
China Civil
Engineering Construction
Corporation Ltd.
(PRC)
Jiangxi Copper
Corporation
Limited
(PRC)
China Railway Construction
Corporation International
Investment Co., Ltd.
(PRC)
CRCC
(PRC)
100%
100%
100%100%100%100%
45.72% 100%
Mr. Liu Liqiang
(HK citizen)
0.01%
Ever Trillion Singapore
(Singapore)
3%
Notes:
Notes (1) to (2): Please refer to the corporate structure immediately before the completion of the Global Offering.
(3): Please refer to “— Loan Arrangement Between Ever Trillion and Goldblink” for further details.
HISTORY AND CORPORATE STRUCTURE
– 223 –


--- page 235 ---
OUR LISTING ON THE AIX
Starting from June 1, 2022 (following the retrospective amendments introduced by the
Law on Amendments), (i) the Global Offering is exempted from prior written permission of the
AFR; and (ii) the Company is not subject to mandatory offer of the new Shares for purchase
on any local stock exchange in Kazakhstan (including AIX and KASE) as part of the
International Offering. Nevertheless, in order for the investors to enjoy the benefits of the
AIFC Exemption, our Shares will be listed and offered for acquisition on the AIX. As such,
along with the Hong Kong Public Offering and as part of the International Offering, our
Company will, through the AIX Offering, offer not less than 1,317,600 Shares on the AIX.
Our Company intends to maintain the proposed listing of our Shares on the Official List
of the AIX alongside the proposed listing of our Shares on the Stock Exchange. Application has
been made to (i) the Stock Exchange for the listing of, and permission to deal in, our Shares
in issue and to be issued pursuant to the Global Offering; and (ii) the AIX to admit our Shares
to be issued pursuant to the AIX Offering to the Official List of the AIX, and to admit the
Shares for trading on the AIX.
REASONS FOR SEEKING LISTING ON THE STOCK EXCHANGE AND THE AIX
We are currently seeking for listing of our Shares on the Main Board of the Stock
Exchange and the AIX. Our Directors consider that while it is important to obtain the dual
listing status, it would also be beneficial for our Company and in the interest of our
Shareholders as a whole to have our Shares listed in Hong Kong and Kazakhstan for the
following reasons:
(i) the Boguty Project is listed as a Sino-Kazakh Key Cooperation Projects and the
listing in Hong Kong and Kazakhstan can facilitate “The Belt and Road Initiative”
policy and the communication between PRC and Kazakhstan as a whole;
(ii) the stock markets in Hong Kong and Kazakhstan attract different investors. The dual
listing in Hong Kong and Kazakhstan will likely provide our Company with ready
access to two different equity markets. The Stock Exchange, as a leading player of
the international financial market, could offer us direct access to the international
capital market, enhance our fund-raising capabilities and broaden our shareholders
base. The AIX is a leading stock exchange in Kazakhstan, where our Boguty Project
is located and thereby allows local investors, who are familiar with our local
business and operations, to invest in us. Accordingly, the listing on the Stock
Exchange and the AIX would provide us a diverse and viable source of capital to
support our business growth; and
(iii) a listing status on the Hong Kong Stock Exchange will further enhance our business
profile in Hong Kong and the PRC and thus, strengthen our ability to attract
customers, business partners and strategic investors as well as to recruit, motivate
and retain key management personnel for our Group’s business.
HISTORY AND CORPORATE STRUCTURE
– 224 –


--- page 236 ---
This section contains information regarding our Boguty Project and our operations.
Unless otherwise indicated, all technical data in this section is extracted from or based
on the Independent Technical Report, which is included as Appendix III to this
prospectus. In addition, we commissioned Frost & Sullivan to prepare the Frost &
Sullivan Report. Unless otherwise indicated, information and statistics relating to the
tungsten ore exploration and production industry in this section and other sections of this
prospectus have been derived from the Frost & Sullivan Report.
We are a mining company with limited operating history. Certain business prospects
and our market position described below, including but not limited to our planned
production schedule and development plan, are based on forward-looking statements
rather than historical facts. Forward-looking statements involve inherent risks and
uncertainties and are subject to assumptions, some of which are beyond our control. We
caution you that a number of important factors could cause actual outcomes to differ
materially from those expressed in any forward-looking statements. Please refer to the
sections headed “Forward-Looking Statements” and “Risk Factors” in this prospectus
for further details about such risks and uncertainties.
OVERVIEW
We are a tungsten mining company focusing on the development of our Boguty Project
based in Kazakhstan, which was the world’s largest open-pit tungsten mine in terms of Mineral
Resources of tungsten trioxide (WO
3) as of December 31, 2024, according to Frost & Sullivan.
As of December 31, 2024, our Boguty tungsten mine was also the world’s fourth largest
tungsten mine (including both open-pit and underground tungsten mines) in terms of Mineral
Resources of WO
3, having the world’s largest designed tungsten concentrate production
capacity among single tungsten mines, according to Frost & Sullivan. During the Track Record
Period, we primarily focused on preparing the Boguty Project for commercial production, and
the phase I commercial production of the Boguty Project commenced in April 2025 with a
target annual mining and processing capacity of 3.3 Mt of tungsten ore in 2025.
According to the Independent Technical Report, the estimated Mineral Resources of our
Boguty tungsten mine under the JORC Code as of June 30, 2025 were approximately 107.5 Mt
Mineral Resources at 0.211% WO
3, which correspond to 227.3 kt WO 3, comprising 95.6 Mt of
Indicated Resources at 0.209% WO 3 and 11.9 Mt of Inferred Resources at 0.228% WO 3, and
our Boguty tungsten mine hosted Probable Ore Reserves in accordance with the JORC Code
guidelines as of June 30, 2025, i.e., 68.4 Mt of ore with an average grade of 0.206% WO
3,
equivalent to 140.8 kt WO 3.
BUSINESS
– 225 –


--- page 237 ---
Our Boguty tungsten mine is located in Yenbekshikazakh District, Almaty Oblast, and can
be accessed via national highway from both Almaty, Kazakhstan and the Khorgos crossing that
connects Kazakhstan to China. In addition, a railway connecting Khorgos and Almaty is
located approximately 20 km north of our Boguty tungsten mine, which is expected to enable
smooth transportation of our products. We also have ready and affordable access to water and
electricity supply for our Boguty Project.
We hold the exclusive mining rights (the rights for exploration for and extraction of
tungsten ore) of the Boguty tungsten mine under the Subsoil Use Contract No. 4608-TPI (as
amended and supplemented by four subsequently agreed addenda, the “ SSU Contract ”) with
the relevant competent authority. The contract area for mining is stated at 1.16 km
2 and allows
exploitation for up to a maximum depth of 300 m below surface, with a term of 25 years from
June 2, 2015 to June 2, 2040.
Leveraging our abundant tungsten Resources and Reserves, anticipated cost-effective
production and convenient location in Kazakhstan, we plan to continue to develop our Boguty
Project into a world-class tungsten mining project. In particular, we plan to increase our target
annual mining and processing capacity to 4.95 Mt of tungsten ore in 2027 after we integrate
an ore sorting system into our existing mining flowsheet, and further build deep processing
plants for production of high-quality ammonium paratungstate (APT) and tungsten carbide
powder (WC) after the Listing. We also plan to explore additional investment opportunities for
nonferrous metal resources in Central Asia. In July 2023, we entered into a memorandum of
understanding with the relevant competent authority in Kazakhstan for potential collaborations
as we continue to develop our Boguty Project and potentially in other new fields which the
parties may consider fit for further collaborations in the future.
COMPETITIVE STRENGTHS
Our Boguty tungsten mine was the world’s largest open-pit tungsten mine in terms of
Mineral Resources of tungsten trioxide as of December 31, 2024, according to Frost &
Sullivan
Abundant tungsten Resources and Reserves. Our Boguty tungsten mine was the world’s
largest open-pit tungsten mine in terms of Mineral Resources of WO
3 as of December 31, 2024,
according to Frost & Sullivan, with abundant tungsten Resources and Reserves. As of
December 31, 2024, our Boguty tungsten mine was also the world’s fourth largest tungsten
mine in terms of Mineral Resources of WO
3, having the world’s largest designed tungsten
concentrate production capacity among single tungsten mines, according to Frost & Sullivan.
According to the Independent Technical Report, the estimated Mineral Resources of our
Boguty tungsten mine under the JORC Code as of June 30, 2025 were approximately 107.5 Mt
Mineral Resources at 0.211% WO
3, which correspond to 227.3 kt WO 3, comprising 95.6 Mt of
Indicated Resources at 0.209% WO 3 and 11.9 Mt of Inferred Resources at 0.228% WO 3, and
our Boguty tungsten mine hosted Probable Ore Reserves in accordance with the JORC Code
guidelines as of June 30, 2025, i.e., 68.4 Mt of ore with an average grade of 0.206% WO
3,
equivalent to 140.8 kt WO 3.
BUSINESS
– 226 –


--- page 238 ---
Favorable developing and mining conditions. As an open-pit mine with concentrated and
thick ore body, our Boguty tungsten mine is well-conditioned and favorable for development
and mining. In particular, the life-of-mine (LOM) stripping ratio ( i.e., the ratio between the
volume of waste material required to be handled in order to extract ore, which is an important
factor for determining the economics of mining activities, according to Frost & Sullivan) of our
Boguty tungsten mine is expected to be 1.53, according to the Independent Technical Report.
According to Frost & Sullivan, the stripping ratio of our Boguty tungsten mine is better than
industry average, demonstrating our Boguty tungsten mine’s favorable mining condition. In
addition, open-pit mining is expected to alleviate the restrictions to mining space, allowing us
to use heavy equipment and machinery for our mining activities.
Low production costs. According to Frost & Sullivan, while underground mining and
open-pit mining are both commonly used in tungsten mines, open-pit mining typically has
lower production costs due to various factors, including its cost-effectiveness, high production
rates, safety and environmental impact mitigation. In addition, we plan to transport the mined
ore from the mining site to the coarse crushing station by dump trucks and the crushed ore will
be further transported to the coarse ore pile in the dressing plant through a two-kilometer long
belt conveyor, which is expected to make our operations less susceptible to extreme weather
conditions and reduce our transportation costs as compared to traditional truck transportation
while improving transportation safety. Furthermore, the costs of land use, water, electricity, gas
and labor in Kazakhstan have been more affordable and relatively lower than other countries
where major tungsten mines are located, such as China, according to Frost & Sullivan, which
is expected to allow us to further reduce our production costs and potentially improve our
sustainability and profitability in the long term.
Convenient geographic location and transportation. Kazakhstan is located in the core
area under the Belt and Road Initiative and enjoys great geographic advantages by bordering
China, Russia and several Central Asian countries. Our Boguty tungsten mine is located in
Yenbekshikazakh District, Almaty Oblast, which is 180 km east of Almaty and 160 km to the
west of the Khorgos crossing, the largest port in Xinjiang, China. In addition, there is easy
access to and from our Boguty tungsten mine through the interstate highway that is
approximately 10 km away, connecting us to both Almaty and the Khorgos crossing. In
addition, a railway connecting Khorgos and Almaty is located approximately 20 km north of
our Boguty tungsten mine. We believe we are well-positioned to take advantage of such
convenient transportation system in selling our products to customers in China and other
potential markets, such as Europe, in the future.
We are well-positioned to take advantage of the growing demand for tungsten and
tungsten products globally
Tungsten is a rare refractory metal and considered a scarce and strategic resource
globally. It has a high melting point (3,422 °C), high specific gravity and high tensile strength.
Such characteristics make tungsten an important raw material as well as a valuable functional
material. Tungsten is mainly used in the transportation, mining and industrial manufacturing
industries. In particular, tungsten products are widely used in machinery manufacturing,
electric power resources, petrochemicals, aerospace and automotive fields.
BUSINESS
– 227 –


--- page 239 ---
According to Frost & Sullivan, the global reserve volume of tungsten in 2024 was
approximately 4.6 million tonnes, with over 50% (approximately 2.4 million tonnes) located in
China. China has been the largest tungsten supplier globally but also a top consumer of
tungsten products with growing needs. According to Frost & Sullivan, China’s consumption
volume of tungsten is expected to reach 65.5 thousand tonnes in 2029, at a CAGR of 3.4% from
2024 to 2029. The steady growth rate of China’s tungsten consumption is primarily attributable
to increasing demand for cemented carbide products as well as China’s growing smelting and
processing capacity. As China’s domestic tungsten supply is strictly regulated by the PRC
government, the need for imported tungsten in China is also on the rise in recent years,
according to Frost & Sullivan. China’s import of tungsten concentrate is expected to increase
from 12.4 thousand tonnes in 2024 to 20.3 thousand tonnes in 2029, according to Frost &
Sullivan. Furthermore, the global consumption volume of tungsten is expected to reach 158.2
thousand tonnes in 2029, at a CAGR of 4.1% from 2024 to 2029, according to Frost & Sullivan.
The gap between the growth rates of China and global tungsten consumption further
contributes to the imbalanced supply and demand and a growing demand for imported tungsten
in China in the future. The chart below sets forth the historical and estimated consumption
volume of tungsten globally and in China for the periods indicated:
Consumption Volume of Tungsten (Global & China), 2019–2029E
Global
China
CAGR 2019-2024 2024-2029E
5.7% 4.1%
3.2% 3.4%
0
20
40
60
80
100
120
140
160
Thousand Tons
47.3 47.5 53.0 52.3 53.2 55.3 57.9 60.0 61.9 63.6 65.5
98.0 94.5
107.6
119.1 124.1 129.6
136.6 142.3 147.7 152.6 158.2
2028E 2029E2019 2020 2021 2022 2023 2024 2025E 2026E 2027E
Source: Frost & Sullivan
As a result of the imbalanced supply and demand of tungsten globally and China’s
regulatory restriction on domestic tungsten supply, we believe that our future production and
sales of tungsten products will be able to penetrate the tungsten market in both China and
globally and capitalize on the growing demand for tungsten products by providing a stable
supply backed by the abundant tungsten Resources and Reserves in our Boguty tungsten mine.
BUSINESS
– 228 –


--- page 240 ---
Our Boguty tungsten mine is strategically located in a favorable business environment
with support from both Kazakhstan and China in relation to the Belt and Road Initiative
Kazakhstan is located in the core area under the Belt and Road Initiative and enjoys great
geographic advantages by bordering China, Russia and several Central Asian countries.
Furthermore, as a world-class large open-pit tungsten mining project, our Boguty Project was
included in a list of key projects in relation to China and Kazakhstan’s production capacity
cooperation under the Belt and Road Initiative. Such cooperation was initiated by the PRC
National Development and Reform Commission and the Ministry of Investment and
Development of Kazakhstan, who established a China-Kazakhstan production capacity
cooperation coordination committee with ministers from both parties serving as the chairs of
the committee. As of the Latest Practicable Date, the committee had named 45 key projects in
relation to the cooperation. Among these projects, our Boguty Project was the largest mining
project in terms of the investment scale and the only integrated mining and processing project
invested by a Chinese enterprise as of the Latest Practicable Date, according to Frost &
Sullivan. As a high-profile international investment project, our Boguty Project has received
attention and support from both Kazakhstan and PRC governments in relation to the Belt and
Road Initiative, including regular follow-ups by the relevant government departments of both
countries, who keep track of the project progress and coordinate to address issues we may
encounter in our Boguty Project. In addition, we expect to be exempt from paying value-added
tax and customs duties for our exported products. We also enjoy an expedited visa process for
our employees who need to travel between Kazakhstan and China.
Furthermore, as our Boguty tungsten mine is located in Kazakhstan, our tungsten
production will not be subject to any export restrictions imposed by the Chinese government
on domestic tungsten producers. Therefore, we will be able to freely sell and export our
tungsten products to customers globally.
We have an experienced management team with significant industry and management
experience
We have a talented and stable management team with an average of over 20 years of
extensive experience in the mining industry. Leaders of our key functions are well educated
industry veterans with work experience from large-scale mining enterprises in China and
covering a variety of specializations, such as mining, mineral processing, geology, surveying,
machinery, electrical automation, industrial analysis and financial management.
Mr. Liu Liqiang, the chairman of our Board and Director, has over 30 years of experience
in corporate management. Prior to founding the Company, he founded and served as an
authorized representative and the general manager of Zhuhai Huayue Investment Company
Limited (ʮ̡), and served as the vice chairman of the board and
non-executive director of Zhuhai Hengqin Zhongyou Gas Station Sales Co., Ltd. ( मऎዑೞʕ
ʮ̡). Mr. Liu is also one of the founders of Zhuhai Shanwei Chamber
of Commerce ( मऎ̹ϭ҈ਠึ) and has served as its honorary chairman since its
BUSINESS
– 229 –


--- page 241 ---
foundation in January 2018. Mr. Wang Zhongwei, our Director, the chief executive officer of
the Company and the general manager of Subsidiary ZV , has over 30 years of experience in the
mining industry. In particular, Mr. Wang has accumulated extensive experience in the mining
and beneficiation of copper, gold, silver, lead, zinc, molybdenum and other minerals through
his previous work experience at Jiangxi Copper and Jiangxi Copper Group Yinshan Mining
Limited.
The rest of our senior management team also has extensive and complementary
experience in the mining industry. In particular, several senior management team members
have accumulated extensive mining experience through their previous work experience at
Jiangxi Copper. For example, Mr. Liu Peng, the chief financial officer of the Company and
Subsidiary ZV , has over 23 years of experience in the accounting and financial management in
the mining industry and served as an accountant and finance manager at Jiangxi Copper prior
to joining the Group. Mr. Liu is familiar with cost management, cost control, cost accounting
of mines, smelters and copper processing in China and overseas, and is familiar with the
companies’ tax planning and analysis and other management work. Mr. Zhao Yingfeng, the
deputy general manager of Subsidiary ZV , has over 24 years of experience in the mining
industry and accumulated extensive experience in copper mining extraction and processing
through his work at Yongping Copper Mine. Similarly, Mr. Chen Bo, the deputy general
manager of Subsidiary ZV , has over 24 years of experience in the mining industry and
accumulated extensive experience in the exploration and production management of copper
mines through his work at Dexing Copper Mine. Mr. Zhou Xu, the deputy general manager of
Subsidiary ZV , also has over 15 years of experience in the mining industry and accumulated
extensive experience in the construction and development in the exploration activities of
non-ferrous metal mines in the PRC and abroad. Mr. Zhang Shengyi, the assistant to general
manager of Subsidiary ZV , also has 42 years of experience in the mining industry and
accumulated extensive experience in the mining exploration and development of copper and
rare earth mines through his work on various mining projects of Jiangxi Copper.
We believe our senior management team’s strategic vision built upon their unparalleled
experience in the mining industry would help us make and execute crucial business decisions
based on global market trends and developments.
We are socially responsible and committed to sustainable development with continuous
ESG efforts
We attach great importance to the development and implementation of our industry’s high
level of environmental protection standards, which are considered to be key to the sustainable
and continuous success of tungsten companies. Our continuous ESG efforts are demonstrated
by our proven track record of no material violation of any applicable environmental laws and
regulations nor any significant safety incident during the Track Record Period and up to the
Latest Practicable Date.
BUSINESS
– 230 –


--- page 242 ---
We have completed the design for our facilities and plants at the Boguty tungsten mine
in accordance with the environmental laws and regulations in both China and Kazakhstan, and
improved our energy utilization efficiency in addition to fulfilling our environmental
protection goals. For example, we use a sprinkler system for dust removal during our drilling,
blasting and transportation process in the mining site. The crushing system at our dressing
plant is equipped with a dry dust collector system and a bag filter for dust control is equipped
in our laboratory. Additionally, we commenced commercial production in April 2025 and our
Boguty Project achieved zero discharge of production wastewater, i.e., water is circulated and
consumed automatically during the production process without any discharge of production
wastewater, and the process wastewater produced from our dressing plant is discharged to the
tailings ponds equipped with anti-leak film and the clarified tailing water is reused. Domestic
sewage will also be discharged after treatment in accordance with relevant discharge standards.
Waste rock in the mining site will be collected and stacked in the waste rock pile while tailings
will be transported to the tailings ponds for storage and disposal. We also expect to limit the
boundary noise in our mining area to within 55dB(A) by setting up vibration-absorbing devices
and mufflers to control strong noise sources and using sound insulation in our buildings.
Occupational health and safety are also among our key corporate and social
responsibilities. We have established internal occupational health and safety management
policies that are generally in line with recognized industry practices and safety regulations in
Kazakhstan. In particular, we have established a set of guidelines, including the engineering
construction management measures, the guidelines on safety and labor protection, the on-site
safety and civilized construction evaluation measures and the guidelines on fire safety
measures for office spaces and dormitories.
Our Shareholders with solid industry experience lay a firm foundation for our business
growth and expansion
Jiangxi Copper HK, a Shareholder of our Company, is a wholly-owned subsidiary of
Jiangxi Copper. Jiangxi Copper is a leading international mining company listed on both the
Stock Exchange and the Shanghai Stock Exchange with comprehensive experience in the entire
mining industry chain, including exploration, mining, ore dressing, smelting and processing.
Jiangxi Copper owns Dexing copper mine (the largest copper mine in China as of the Latest
Practicable Date, according to Frost & Sullivan) and a number of other copper mines in the
production phase. According to Frost & Sullivan, Jiangxi Copper is one of the largest copper
producers in China and globally. In 2024, Jiangxi Copper produced approximately 199,700
tons of copper concentrates and recorded revenue of approximately RMB520.9 billion.
CRCCII and CCECC HK, also our Shareholders, are wholly-owned subsidiaries of
CRCC, which is an international construction company listed on both the Stock Exchange and
the Shanghai Stock Exchange with extensive experience in engineering contracting, planning,
design and consulting, and project investment and operations. CRCC’s business has broad
geographical coverage in China and internationally, including 32 provinces, autonomous
regions and municipalities in China, as well as 139 countries and regions globally. According
to Frost & Sullivan, CRCC is one of the largest project contractors in China and one of the
largest comprehensive construction companies globally.
BUSINESS
– 231 –


--- page 243 ---
To ensure an efficient and smooth process of our constructions, we have adopted the EPC
model and engaged CCECC (including its local branch in Kazakhstan) as our EPC contractor
for construction activities through an open tender. During production phase, we have also
engaged a local subsidiary of CCECC in Kazakhstan to conduct stripping and mining work.
The business scope of CCECC covers more than 110 countries and regions. CCECC’s main
business expands into multiple fields, including engineering contracting, design consulting,
railway operations, domestic and foreign investment, park and free trade zone development,
real estate development, industrial mining, import and export trade as well as hotel tourism. In
particular, CCECC has been engaged in various mining projects in Kazakhstan, such as the
Sharkiya underground zinc mining project located approximately 190 km southeast of
Kyzylorda (the capital of the Kyzylorda region in Kazakhstan). During the Track Record
Period and up to the Latest Practicable Date, to the best knowledge and belief of our Directors,
adhering to its long-term work principles of “high standards and strict requirements,” there
have been no significant material delays caused by CCECC in its previous mining projects.
Leveraging the industry experience and advantages of our Shareholders, including their
broad support of technology, research and development and talent, we will continue to develop
our Boguty Project with high quality, which is also expected to lay a firm foundation for our
sustainable and rapid growth in the future.
BUSINESS STRATEGIES
Bring our Boguty Project into phase II commercial production
The phase I commercial production at our Boguty Project commenced in April 2025. Our
current primary objective is to bring our Boguty Project into phase II commercial production
in the first quarter of 2027.
We completed the construction of the processing plant complex and installation of
equipment in 2024 and the construction of the boiler heating system for our processing plant
in February 2025. We plan to complete the construction of the ore sorting facility in 2026
before we commence phase II commercial production. In phase II, the addition of ore sorting
facility is expected to enhance the pre-concentration of crushed ore from 15,000 tdp to 10,000
tpd with a 33.33% waste rejection. The overall tungsten recovery is forecast at 78.85%.
Preconcentration by ore sorting is expected to start in 2027 and enhance the project’s overall
economic return by reducing the grinding cost.
For details of our development plan, please refer to “—Development Plan and Planned
Production Schedule” below.
Implement and strengthen our commercialization plan
We will continue to implement our detailed commercialization plan, which we expect will
help us navigate the commercialization activities.
BUSINESS
– 232 –


--- page 244 ---
Target customers . We expect to sell our tungsten products mainly to tungsten processors
and end-users on long-term contracts, and if there are excessive inventories, we plan to sell
those to commodity traders. As of the Latest Practicable Date, we had entered into scheelite
sales agreements with two counterparties with respect to the sales of scheelite concentrate in
2025 and 2026. During the Track Record Period, we only generated revenue from one
customer, Jiangxi Tungsten Corporation Limited. To ensure that we have the right to negotiate
prices and avoid single customer domination which may cause unfair price deduction, we will
continue to develop potential customers in addition to maintaining existing customer
relationships. Leveraging the growing global and China’s tungsten demand that is expected to
outpace supply, we plan to actively explore the China market and develop annual sales
agreements in line with our designed production plan with potential customers. At the same
time, we will also strive to penetrate the international tungsten market with a particular focus
on tungsten processors in Asia and Europe.
Sales network plan . We plan to develop both direct sales and distribution models and
penetrate the global tungsten market using China as our base. In particular, we plan to first
identify key customers and target markets suitable for our direct sales model, and then aim at
penetrating these markets through regular follow up and coordination in each region/segment
therein and developing strategic cooperations. We also plan to identify key tungsten processing
companies and distributors in Asia and Europe. We plan to select distributors based on various
factors, such as end customers, trade conditions and local tax policies. To address limitations
on the geographical conditions and human resources as well as different market regulations, we
also plan to engage regional distribution agents to expand our sales channels and improve our
customer resources. In addition, we plan to use our official website and commodity trading
platforms to promote our brand and products to potential customers.
Continue to recruit and develop talent and optimize production technology to improve
overall operational efficiency and resource utilization
Talent is key to our development. We plan to continually recruit and develop talent,
especially those with expertise in construction and mining projects. Since we commenced
constructions for our Boguty Project, we have been working with local universities and career
centers to recruit suitable candidates for this project. In particular, we have cooperated with
Jiangxi Copper and training institutions in Kazakhstan to recruit new graduates in mining,
mineral processing, geology, electrical engineering and other majors from relevant universities
in Kazakhstan to participate in medium- and long-term training, who are also expected to be
invited to participate in relevant professional training programs at large-scale state-owned
mines in China. Following completion of their training, they are expected to officially join our
Group and provide technical support to our Boguty Project. As we have recently commenced
phase I commercial production, we also plan to recruit more personnel with mining, sales or
project management experience to enhance our operational efficiency.
BUSINESS
– 233 –


--- page 245 ---
In addition, we will continue to optimize production technology to improve our overall
operational efficiency and resource utilization. For example, we plan to use state-of-the-art
mining softwares to optimize our geological model and prepare both short-term production
plans and medium- to long-term plans for the development of our Boguty Project. We also plan
to optimize the production organization and strengthen our technical skills to separate mining,
blasting and transportation, so that we can reduce ore loss and dilution. To further reduce the
mining, stripping and transportation distance and decrease our production costs, we plan to
conduct slope stability research and optimize the final boundary of mining area with an
economically viable slope angle. For optimizing the tungsten ore processing process, we will
continue to improve the process workflow and various process parameters for our processing
plant, conduct further research on processing technology and improve separation indicators.
We also plan to use intelligent construction for our processing and production system. Our
dressing plant plans to adopt the distributed control system (DCS, which is a computerized
control system with instruments and electrical signals to be sent to the control system for
automatic monitoring and adjustment of the main process parameters in the production
process). The DCS will also be able to control the main electrical equipment by switching them
on or off. Furthermore, the management station for our tailings ponds is expected to be
equipped with an online monitoring system to achieve intelligence, digitization and
visualization throughout the entire process of tailings dam safety management, tailings pond
production management and real-time monitoring. Our production management system and
power system are also expected to use centralized dispatching and monitoring with network
automation.
Carry out deep processing of tungsten to produce APT and WC
Considering the high market demand for APT and WC in overseas markets such as
Europe, we plan to establish a vertically integrated processing and refinery facility on site in
connection with our Boguty Project, expanding beyond tungsten concentrate to produce
downstream products, including APT and WC. We plan to conduct a feasibility study over the
next two years to investigate the technical and economic viability of the proposed refinery. The
proposed refinery is expected to be constructed in the vicinity of our processing plant. We
expect to upgrade and develop the existing infrastructure in stages, starting with an initial
designed annual production scale of 10,000 t of APT and 4,000 t of WC, using tungsten
concentrate we have produced on site. The construction of the refinery is estimated to take two
years and the target annual production of 10,000 t of APT is expected to be achieved by the
fourth year. From the fifth year onwards, a portion of the APT produced is expected to undergo
further processing to produce an annual output of 4,000 t of WC. As APT tends to enjoy a
higher profit margin, we expect our APT production capabilities, once established, to improve
our profitability and sustainability.
BUSINESS
– 234 –


--- page 246 ---
OUR MINERAL ASSETS AND MINING RIGHTS
Overview
We hold exclusive mining rights (the rights for exploration for and extraction of tungsten
ore) to the Boguty tungsten mine, which is an open pit mine located in Almaty region,
Kazakhstan and was first discovered in 1941. The mining rights at the Boguty tungsten mine
were initially acquired by the then called Social Entrepreneurial Corporation “Zhetysu”
National Company Joint Stock Company (currently known as “Regional Development
Institute” Social-Entrepreneurial Corporation “Zhetisu” Joint Stock Company) (“ SPC”), a
Kazakhstan state-owned company, pursuant to the SSU Contract dated June 2, 2015. The term
of the SSU Contract is 25 years from June 2, 2015 to June 2, 2040. In November 2015, we
acquired indirect control over Subsidiary ZV through the acquisition of Aral-Kegen LLP. By
addendum No. 1 dated March 1, 2016, the mining rights and obligations of SPC were assigned
to Subsidiary ZV .
The Boguty tungsten mine is located in the Yenbekshikazakh District of the Almaty
region and the eastern end of the Zailiysky-Alatau mountain range. The following map
illustrates the location of the Boguty tungsten mine:
Source: Independent Technical Report
BUSINESS
– 235 –


--- page 247 ---
According to the Independent Technical Report, the estimated Mineral Resources of our
Boguty tungsten mine as of June 30, 2025 prepared in accordance with JORC Code were
approximately 107.5 Mt Mineral Resources at 0.211% WO
3, which correspond to 227.3 kt
WO3, comprising 95.6 Mt of Indicated Resources at 0.209% WO 3 and 11.9 Mt of Inferred
Resources at 0.228% WO 3, and our Boguty tungsten mine hosted Probable Ore Reserves in
accordance with the JORC Code guidelines as of June 30, 2025, i.e., 68.4 Mt of ore with an
average grade of 0.206% WO 3, equivalent to 140.8 kt WO 3. According to the Independent
Technical Report, as of June 30, 2025, there were no Measured Resources or Proved Reserves
in the Mineral Resource and Ore Reserve estimate of the Boguty tungsten mine in accordance
with JORC Code. For further details, please refer to section 5.11.2 of the Independent
Technical Report, which is set out in Appendix III to this prospectus.
Our Boguty tungsten mine is covered by a mining license which was granted to SPC on
May 20, 2014, covering an area of approximately 1.16 km
2 and allows exploitation of up to a
maximum depth of 300 meters below surface. A mining contract was entered into between the
relevant competent authority and SPC in 2015, which is valid for 25 years from June 2, 2015
to June 2, 2040. For further details, please refer to “—Major Licenses, Permits and Approvals”
below. The map below illustrates the boundaries of our Boguty tungsten mine as covered by
the mining license:
Source: Independent Technical Report
BUSINESS
– 236 –


--- page 248 ---
In May 2021, we commenced the construction of our Boguty Project. We completed the
construction and commissioning of the heavy oil boiler in February 2025 and expect to
complete the tailings and anti-seepage project in the second half of 2025. The diagram below
illustrates the development status of our Boguty Project as of June 2025:
Source: Independent Technical Report
Note: Basemap showing LOM layout of the Project in the Preliminary Design and photographs showing development
status as of June 2025.
BUSINESS
– 237 –


--- page 249 ---
Access
The Boguty tungsten mine is geographically centered at 43º32’22”N and 78º58’31”E. It
is located 180 km east of Almaty and 160 km to the west of the Khorgos crossing, which
connects Kazakhstan to China. The Boguty tungsten mine can be accessed from both Almaty
and the Khorgos crossing via the A2 highway located on the north side of the mine area. The
Boguty tungsten mine is also adjacent and has been connected to the 352 interstate highway
located on the south side of the mine area by an access road built by us. Such road is flat and
open all year round as there is no tunnel, river with large water flow or bridge on it. We believe
this would allow a seamless process for transporting raw material or equipment to the Boguty
tungsten mine as well as for selling the tungsten products to our customers in the future. We
have not experienced any difficulties in establishing connections to these crucial transportation
routes for the Boguty Project. A railway connecting Khorgos and Almaty is located
approximately 20 km north of the Boguty tungsten mine area. The closest international airport
to the Boguty tungsten mine is located in Almaty, with regular flights to regional and key cities
in Kazakhstan and overseas.
Geology and Mineralization
The Boguty tungsten mine is situated in the southern region of the Boguty Syncline. The
central part of the fold comprises Lower Palaeozoic sediments, primarily consisting of
sandstone, siltstone and shale sequences. The limbs of the fold are composed of Upper
Palaeozoic volcanic rocks. Granite intrusions that occurred millions of years ago in the area led
to the development of a network of quartz-scheelite veins, primarily filling the fractures in the
southeastern contact zone with the granite, within the siltstone and sandstone unit. These
quartz-scheelite veins range from a few centimeters to tens of centimeters and occur as
stockworks and veinlets. These centimeter-scale veins commonly occur as conjugate sets,
cutting through the sediments. Disseminated scheelites also occur in the surrounding host
sediments.
The mineralization extends approximately 2,000 m in a northeast direction, with a lateral
extent of 400 m towards the east. It dips subvertically northwest, reaching a maximum depth
of 500 m. The quartz veins and association mineralization appear to diminish when
mineralization extends into the younger shale sequence and finer-grained, siliceous sediments.
The principal ore mineral is scheelite (CaO /H18528WO
3) and there are subordinate amounts of
wolframite ((Fe, Mn)O /H18528WO3) and tungstite (WO 3/H18528H2O). Scheelite is predominantly observed
as minute grains enclosed within quartz minerals and brecciated quartz fragments. For details
of the geology and mineralization of the Boguty tungsten mine, please refer to “Appendix
III—Independent Technical Report—Geology and Mineral Resources.” The diagram below
illustrates the geology and schematic cross section of the Boguty tungsten mine area.
BUSINESS
– 238 –


--- page 250 ---
Source: Independent Technical Report
Mineral Resources and Ore Reserves
Independent Report
We engaged SRK Consulting (Hong Kong) Limited (“SRK”), an Independent Third Party
and an international consulting company that offers advice and solutions to resource industries
for mining projects, as the Independent Technical Consultant, to prepare the Independent
Technical Report as set out in Appendix III to this prospectus, which is an independent
assessment and evaluation of our tungsten Resources and Reserves as of June 30, 2025.
The information set forth below relating to our Resources and Reserves constitutes
forward looking information which is subject to certain risks and uncertainties. Please refer to
“Risk Factors” and “Forward-Looking Statements” for details.
BUSINESS
– 239 –


--- page 251 ---
Mineral Resource and Ore Reserve Estimate
The following table presents a summary of the Mineral Resource estimate of the Boguty
tungsten mine constrained by conceptual pit shell (with a cut-off grade of 0.05% WO 3 applied
to the Mineral Resource block model) as of June 30, 2025 and reported in accordance with the
JORC Code, as contained in the Independent Technical Report in Appendix III to this
prospectus:
Classification Tonnage Grade
Contained
WO3
(Mt) (WO 3%) (kt)
Indicated /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895.6 0.209 200.3
Inferred /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811.9 0.228 27.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107.5 0.211 227.3
Source: Independent Technical Report
The following table presents a summary of the Ore Reserve estimate of the Boguty
tungsten mine (with a marginal cut-off grade (MCOG) of 0.06% WO 3 used to define ore and
waste) as of June 30, 2025 in accordance with the JORC Code, as contained in the Independent
Technical Report in Appendix III to this prospectus.
Category Ore Reserve WO 3 Grade
Contained
WO3
(Mt) (%) (kt)
Probable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868.4 0.206 140.8
Source: Independent Technical Report
According to the Independent Technical Report, as of June 30, 2025, there were no
Measured Resources or Proved Reserves in the Mineral Resource and Ore Reserve estimate of
the Boguty tungsten mine in accordance with JORC Code.
According to the Independent Technical Consultant, there was no material change in the
Independent Technical Report and the Mineral Resource and Ore Reserve estimate of the
Boguty tungsten mine since June 30, 2025, being the effective date of the Mineral Resource
and Reserve estimate, up to the date of this prospectus.
BUSINESS
– 240 –


--- page 252 ---
Exploration
After the Boguty tungsten mine was discovered in 1941, several small-scale exploration
programs were conducted in the area by different groups prior to 1969 with limited
documentation. In the period between 1969 and 1974, the Geological Survey of South
Kazakhstan, a former Soviet Union organization, carried out a systematic exploration program.
We acquired the SSU Contract (as defined below) for our Boguty Project in 2016. For details,
please refer to “—Major Licenses, Permits and Approvals” below. From 2014 to 2015, we also
commissioned an Independent Third Party, which is a mining consultancy firm, and its
collaborator to carry out a verification program of the previous exploration results. For details
of the results of these exploration and verification work previously undertaken, please refer to
“Appendix III—Independent Technical Report—Geology and Mineral Resources—Historical
exploration.” The table below summarizes the key historical exploration work of the Boguty
tungsten mine as set forth in Appendix III to this prospectus:
Y ear Parties involved Key exploration works
1941 /H1118/H1118/H1118/H1118/H1118/H1118/H1118I.I. Mashkara  Discovery of scheelite, quartz and
molybdenum mineral sands in the Boguty
area
1942 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Geological Survey
of Kazakhstan
 Exploration of rare metals in placers
 Discovery of scheelite-bearing placers
 Sampling of 21 scheelite-bearing veins and
1 molybdenite-bearing vein
1942-1948 /H1118/H1118/H1118Mine Department of
Almaty
 Small-scale mining on the tungsten
placers, producing a total of 175 t of
scheelite concentrate
 Excavation of four adits totaling 207 m,
intercepting >5 cm quartz veins with
average WO
3 grade to 0.37%
1947-1954 /H1118/H1118/H1118Kazakhstan Geology
and Metals Joint
Company
7 k m
2 surface mapping, 377 m prospecting
holes and 100 m 3 trenches
 Collection of 588 sand samples and 91 test
samples
 Identification of 29 quartz-scheelite vein
outcrops
 Collection of 168 samples from 23 veins
 Assay of placer samples with scheelite of
233-583 g/m
3 in raw samples and 2,477
g/m3 in sieved samples
 Production of 17 t placer scheelite
concentrates
BUSINESS
– 241 –


--- page 253 ---
Y ear Parties involved Key exploration works
1961-1963 /H1118/H1118/H1118Geological Survey
of Soviet Union
 Research on rare metals mineralisation and
compilation of exploration targets in South
Kazakhstan
 Prospectivity study of stockwork-type
deposits in the Boguty area
1968 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Geological Survey
of South
Kazakhstan
 Excavation of four trenches (200 m
spacing) cutting through the central part of
mineralised stockwork outcrop
1969-1974 /H1118/H1118/H1118Geological Survey
of South
Kazakhstan;
National Reserve
Committee of
Soviet Union
 1:10,000 surface geological mapping
 12,176.7 m of surface drilling, 7,440.3 m
of underground drilling and collection of
3,459 samples
 Excavation of 30,690 m
3 of surface
trenches and collection of 19,943 m or
8,452 channel samples
 Development of three levels of adits with
a total length of 12,987 m, including drifts
and cross-cuts, and collection of 17,576 m
or 7,618 channel samples from adit walls
 Comprehensive geotechnical and
hydrological drilling, sampling and testing
 Sample collection and metallurgical
testwork on 1,511 t of samples
2014-2015 /H1118/H1118/H1118Jiaxin; Behre
Dolbear Asia, Inc.
 Resampling of 16 groups of check adit
intervals, totaling 362 m and 181 samples
 Resampling of 9 groups of check trench
intervals, totaling 152 m, and collection of
76 samples
 18 diamond drill holes totaling 5,075.1 m
Source: Independent Technical Report
The development of mineral assets typically has a number of defined stages, from
exploration, Mineral Resource definition, technical studies (scoping, pre-feasibility and
feasibility) and then construction to operation. The decision to move from one stage to the next
stage includes the considerations of various factors, including technical, economic,
environmental and social factors, as well as the company’s development risk appetite. It is not
uncommon for a mineral asset to take years or even decades from the initial exploration and
Mineral Resource definition stages to operation.
BUSINESS
– 242 –


--- page 254 ---
While we were not involved in the Boguty Project until 2014, as advised by the
Independent Technical Consultant, several factors may have contributed to no exploration and
development from 1974 to 2014. According to the Independent Technical Report, a systematic
and comprehensive exploration program was completed by 1974 including surface and
underground drilling, trenching and the development of three level adits. Samples were also
collected for hydrological, geotechnical and metallurgical studies. By 1974, the nature of the
Boguty deposit was well defined, culminating in the declaration of a mineral resource
according to the Soviet Union standard. At that time, the exploration was considered
comprehensive by the then owners, and no further exploration was conducted. In 2014, we
engaged Behre Dolbear Asia, Inc. (Behre Dolbear) to validate the historical mineral resource.
According to the Independent Technical Report, the program confirmed the presence and
nature of the Boguty deposit, and at the time, Behre Dolbear considered that there were no
material findings that could hinder the development of the deposit.
The lack of development of the Boguty deposit from 1974 to 2014 was also likely related
to several factors. We understand that there was a development and construction plan for the
Boguty deposit with a target annual mining and processing capacity of 4 Mtpa. However, this
plan did not progress due to the limited metallurgical processing technology available for
scheelite beneficiation and smelting at that time. Unfavourable economic conditions, including
fewer applications of tungsten and a limited market size also impeded the project’s
advancement during that time. Since the establishment of the Republic of Kazakhstan in 1991,
the regulations on mining activities in Kazakhstan have also developed over time. For example,
the Code on “Subsoil and Processing of Mineral Raw Materials” No. 1367a-XII dated May 30,
1992 was the first act to regulate subsoil use activities in Kazakhstan. The President Decree on
Subsoil and Subsoil Use No. 2828 dated January 27, 1996 further introduced exploration as a
separate type of mining activity in Kazakhstan. See “Regulatory Overview—Kazakhstan
Mining Regulation—Subsoil Use Contracts and Licenses” for details of subsoil use regulations
in Kazakhstan since 1999. In addition, the global tungsten consumption has grown from
approximately 73 thousand tonnes in 2005 to approximately 82 thousand tonnes in 2014,
according to Frost & Sullivan. However, there was a slow advancement in technology
development. A lack of capital to invest in projects of this type at the time, might also have
contributed to the lack of development progress of the project.
Major Licenses, Permits and Approvals
Our Subsoil Use Contract
We hold the exclusive mining rights of the Boguty tungsten mine under the SSU Contract
with the relevant competent authority as Subsidiary ZV is the sole counterparty (as a subsoil
user) to the SSU Contract. Such mining rights were initially acquired by SPC pursuant to the
SSU Contract with a term of 25 years from June 2, 2015 to June 2, 2040. In November 2015,
we acquired indirect control over Subsidiary ZV through the acquisition of Aral-Kegen LLP.
By Addendum No. 1 dated March 1, 2016, the mining rights and obligations of SPC were
assigned to Subsidiary ZV . After the execution of the SSU Contract on June 2, 2015, a total of
four addenda to the SSU Contract had been executed as of the Latest Practicable Date, which
are summarized below:
BUSINESS
– 243 –


--- page 255 ---
(1) Addendum No. 1 was signed among the MID, SPC and Subsidiary ZV on March 1,
2016, which was initiated by SPC in October 2015 to complete the transfer of the
subsoil use rights under the SSU Contract from SPC to Subsidiary ZV .
(2) Addendum No. 2 was signed between the MIID and Subsidiary ZV on June 17,
2019, which was initiated by Subsidiary ZV in September 2017 to change the project
documentation ( i.e., the mining plan) with respect to the updated calculation of
Reserves and the respective amended work program.
(3) Addendum No. 3 was signed between the MIID and Subsidiary ZV on December 28,
2020, which was initiated by Subsidiary ZV in October 2019 to set a commencement
date for the mining operations by no later than 2022 and relinquish a part of the
contract area due to an overlap of the initial mining allotment area with the territory
of the Charyn Canyon National Park. The SSU Contract did not provide a clear
deadline for the commencement of mining operations before the execution of
Addendum No. 3.
(4) In June 2024, we received the amended Mining Works Plan from VNIItsvetmet and
applied to the MIC for including Addendum No. 4 to the SSU Contract to change the
production commencement date, which was finalized and included to the SSU
Contract by the MIC in August 2024. Pursuant to Addendum No. 4, we shall reach
the projected annual production volume in 2025 and comply with the environmental
laws of Kazakhstan in our operations.
The following table sets forth the particulars of our mining rights pursuant to the SSU
Contract:
Subsoil Use Contract No. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184608-TPI
Current Owner of Subsoil
Use Contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Zhetisu V olframy LLP
Name of Mine /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Boguty tungsten mine
Type of Mineral /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tungsten ore
Area of Rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The contract area for mining is stated at 1.16
km
2 and allows exploitation for up to a
maximum depth of 300 m below surface
Period of Validity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118June 2, 2015 to June 2, 2040
Issuing Authority /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118the MID (a predecessor of the MIC)
In accordance with the SSU Code and the SSU Contract, we are required to comply with
certain continuing obligations which are imposed on subsoil users. Save for incidents as
disclosed in “—Legal Proceedings and Compliance” below, we had complied with all the
obligations under the SSU Code and the SSU Contract during the Track Record Period and up
to the Latest Practicable Date. The MIC also confirmed that it will not terminate the SSU
Contract in its letter (No. ZT-2024-03681260, the “Second Confirmation Letter”) to Subsidiary
ZV dated April 24, 2024. See “—Legal Proceedings and Compliance” below for details of our
key communications with the MIC as of the Latest Practicable Date. As of the Latest
BUSINESS
– 244 –


--- page 256 ---
Practicable Date, there had not been any legal claims or proceedings that may have an adverse
impact on our mining rights of the Boguty Project. To fund the construction and development
of our Boguty Project, we entered into a facility agreement with a commercial bank in
September 2020 for a loan facility of up to EUR188.0 million. See “Financial Information—
Indebtedness—Borrowings” for details. As of the Latest Practicable Date, we had complied
with all of the covenants under such facility agreement and had not received any notification
of breach from the lending bank. Our Directors confirm that we had not pledged our mining
rights under the SSU Contract to secure any bank facilities as of the Latest Practicable Date.
For details of the laws and regulations in relation to the subsoil use contracts and licenses
in Kazakhstan, please refer to “Regulatory Overview—Kazakhstan Mining
Regulation—Subsoil Use Contracts and Licenses.”
Other Major Licenses, Permits and Approvals
The following table sets forth a summary of other material licenses, permits and
approvals that we had obtained for our operations as of the Latest Practicable Date:
License/Permit/
Approval Issuing Authority Registered Owner Issue Date
Period of
Validity/
Expiry Date
Mining allotment
No. 1288- Д /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Republican State
Organization
“Committee of
Geology of the
Ministry of Ecology,
Geology and Natural
Resources of the
Republic of
Kazakhstan”
Zhetisu V olframy
LLP
May 21, 2020 Duration of
mining works
under the SSU
Contract
Ecological expert report
No. KZ27RXX00011654 /H1118
Committee of Ecological
Regulation and
Control of the
Ministry of Ecology,
Geology and Natural
Resources of the
Republic of
Kazakhstan
N/A June 4, 2020 2022-2029
BUSINESS
– 245 –


--- page 257 ---
License/Permit/
Approval Issuing Authority Registered Owner Issue Date
Period of
Validity/
Expiry Date
License No. 2110-EL for
exploration of solid
minerals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Ministry of Industry
and Infrastructure
Development of
the Republic of
Kazakhstan
Zhetisu V olframy
LLP
August 24,
2023
August 24, 2029
Industrial Safety
Declaration
No. 18-18.01.006192 –
ГПиBM (GPiVM) of
the project “Enrichment
plant with surface mining
facilities with a capacity
of 3.3 million tonnes of
ore per year at Boguty
tungsten ore deposit,
Almaty oblast of the
Republic of Kazakhstan” /H1118
Republican State
Institution “Committee
of Industrial
Development and
Production Safety”
Zhetisu V olframy
LLP
October 30,
2018
Unlimited
Industrial Safety
Declaration
No. 19-19.01.006747 –
ГПиВМ (GPiVM) to
the mining plan for
tungsten ore at Boguty
tungsten ore deposit /H1118/H1118/H1118
Republican State
Institution “Committee
of Industrial
Development and
Production Safety”
Zhetisu V olframy
LLP
December 11,
2019
Unlimited
Industrial Safety
Declaration
No. 20-20.01.007112-O /H9021
of the project
“Enrichment plant with
surface mining facilities
with a capacity of 3.3
million tonnes of ore per
year at Boguty tungsten
ore deposit, Almaty
oblast of the Republic of
Kazakhstan” /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Republican State
Institution “Committee
of Industrial
Development and
Production Safety”
Zhetisu V olframy
LLP
August 25,
2020
Unlimited
BUSINESS
– 246 –


--- page 258 ---
License/Permit/
Approval Issuing Authority Registered Owner Issue Date
Period of
Validity/
Expiry Date
Industrial Safety
Declaration No.
20-20.01.007149–XBX
of the project
“Construction and
operation of phase one
of the tailings
management facility at
the Boguty deposit” /H1118/H1118/H1118
Republican State
Institution “Committee
of Industrial
Development and
Production Safety”
Zhetisu V olframy
LLP
October 1,
2020
Unlimited
Permit No.
KZ85VTE00032515 for
Special Water Use /H1118/H1118/H1118/H1118
Balkhash-Alakol Basin
Inspectorate for
Regulation of Use and
Protection of Water
Resources of the
Ministry of Ecology,
Geology and Natural
Resources of the
Republic of
Kazakhstan
Zhetisu V olframy
LLP
December 11,
2020
November 23,
2025
Permit No.
KZ39VCZ00768511 for
Emissions into the
Environment for
Facilities of Categories I,
II and III – Boguty
tailings storage facility /H1118/H1118
Republican State
Institute “Department
of Ecology of Almaty
Oblast” of the
Committee of
Environmental
Regulation and
Control of the
Ministry of Ecology,
Geology and Natural
Resources of the
Republic of
Kazakhstan
Zhetisu V olframy
LLP
January 22,
2021
December 31,
2026
BUSINESS
– 247 –


--- page 259 ---
License/Permit/
Approval Issuing Authority Registered Owner Issue Date
Period of
Validity/
Expiry Date
Permit No.
KZ49VCZ00645044 for
Emissions into the
Environment for
Facilities of Categories I
– Boguty deposit /H1118/H1118/H1118/H1118/H1118
Republican State
Institute “Committee
of Environmental
Regulation and
Control” of the
Ministry of Ecology,
Geology and Natural
Resources of the
Republic of
Kazakhstan
Zhetisu V olframy
LLP
August 10,
2020
December 31,
2029
Permit No.
KZ49VCZ00973292 for
Emissions into the
Environment for
Facilities of Categories I,
II and III – ZV’s
activity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Republican State
Institute “Department
of Ecology of Almaty
Oblast” of the
Committee of
Environmental
Regulation and
Control of the
Ministry of Ecology,
Geology and Natural
Resources of the
Republic of
Kazakhstan
Zhetisu V olframy
LLP
June 16, 2021 December 31,
2030
License No. 171 for
production of solid
minerals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
State Institution
“Department of
Entrepreneurship and
Industrial-Innovative
Development of
Almaty region”
Zhetisu V olframy
LLP
June 14, 2024 June 14, 2034
Ecological Permit No.
KZ13VCZ03493224 for
category II facilities
(extraction of building
stone at the Boguty-OPI
deposit) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Department of Natural
Resources and
Regulation of Nature
Use of Almaty region
Zhetisu V olframy
LLP
June 7, 2024 December 31,
2033
BUSINESS
– 248 –


--- page 260 ---
License/Permit/
Approval Issuing Authority Registered Owner Issue Date
Period of
Validity/
Expiry Date
License No. 24028685 for
precursor turnover /H1118/H1118/H1118/H1118
Ministry of Internal
Affairs of the
Republic of
Kazakhstan
Zhetisu V olframy
LLP
September 20,
2024
September 20,
2029
Permit No.
KZ17VTE00269837 for
Special Water Use /H1118/H1118/H1118/H1118
Balkhash-Alakol Basin
Inspection for
Regulation, Protection
and Utilization of
Water Resources of
the Committee for
Regulation, Protection
and Utilization of
Water Resources of
the Ministry of Water
Resources and
Irrigation of the
Republic of
Kazakhstan
Zhetisu V olframy
LLP
December 10,
2024
November 11,
2029
Permit No.
KZ37VCZ10893795 /H1118/H1118/H1118
Department of Natural
Resources and
Regulation of Nature
Use of Almaty region
Zhetisu V olframy
LLP
May 22, 2025 December 31,
2035
code 25-25.01.008720
/H1118Republican State
Institution “Committee
of Industrial
Development and
Production Safety”
Zhetisu V olframy
LLP
June 26, 2025 N/A
As advised by our Kazakhstan Legal Advisors, the issuing authorities of the SSU Contract
and the other major licenses, permits and approvals as listed above were competent authorities
to issue such licenses, permits and approvals.
We have obtained all necessary licenses, permits and approvals from the relevant
government authorities that are material for our business operations under the relevant
Kazakhstan laws and regulations, according to our Kazakhstan Legal Advisors. Such licenses,
approvals and permits remained valid and effective as of the Latest Practicable Date. Our
Kazakhstan Legal Advisors also advised us that we have the right to apply for renewal of these
licenses, approvals and permits upon expiry. As advised by our Kazakhstan Legal Advisors,
Subsidiary ZV’s ability to obtain all relevant license, permits and approvals depends on
BUSINESS
– 249 –


--- page 261 ---
Subsidiary ZV’s capability to provide the required documents and satisfy the respective
requirements imposed by the relevant regulatory authority at the time of application for each
relevant license, permit or approval. Historically, we have been able to satisfy such
requirements and produce required documents to obtain necessary licenses, permits and
approvals for our operations in Kazakhstan. Therefore, our Kazakhstan Legal Advisors are of
the view that we will be able to obtain or renew these necessary licenses, permits and approvals
in Kazakhstan. For details of the SSU Contract and other material licenses, permits and
approvals in Kazakhstan, please see “Regulatory Overview.”
DEVELOPMENT PLAN AND PLANNED PRODUCTION SCHEDULE
Development Plan
The following timeline sets forth key historical and planned milestones in the
development of the Boguty Project:
2014-2015 /H1118/H1118/H1118/H1118Completion of the exploration verification program
2015-2019 /H1118/H1118/H1118/H1118Completion of a series of feasibility studies on the Boguty Project
2016 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Acquisition of the subsoil use rights for the Boguty Project
2020 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Completion of the preliminary design for proposed constructions,
design of tailing storage facility (TSF) and various environmental
impact assessments for the Boguty Project
2021 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Commence full-scale constructions on site
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Completion of pre-stripping
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Completion of construction of site infrastructure and the processing
plant complex.
1 Completion of the connection to the main grid and the
installation of processing plant equipment and completion of the
constructions of the phase one embankment of TSF and installation of
a liner. Commencement of trial production for the Boguty Project in
November 2024
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Commencement of phase I commercial production in April 2025
2026 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Expect to complete the integration of the ore sorting system into the
existing mining flowsheet
2027 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Expect to bring the Boguty Project into phase II commercial
production in the first quarter of 2027
Note:
1. Auxiliary facilities were largely set up. The high voltage power lines have been completed. The water
pipeline construction has been completed. Water is being provided to the mine through the 22-kilometer
long pipeline. Subsequent testing has been completed in 2024.
BUSINESS
– 250 –


--- page 262 ---
Planned Production Schedule
As set forth in the Independent Technical Report, we commenced commercial production
for phase I in April 2025 and expect to commence commercial production for phase II in the
first quarter of 2027. In particular, we have completed the construction of the processing plant
complex and installation of equipment, and have largely set up auxiliary facilities in 2024.
Furthermore, the high voltage power lines were completed, linking the full system to the grid
with a 30 MW power supply; and the water pipeline construction was also completed,
providing water from Charyn River to the mine through a 22-kilometer pipeline. Individual
testing of the processing plant equipment began in July 2024, followed by the start of trial
production in November 2024. The TSF will be constructed in three phases and the
construction of the embankment of Phase I TSF and installation of a liner have also been
completed in 2024, with the remaining work expected to be completed in the second half of
2025. The phase I TSF was put into operation in November 2024. In addition, we completed
the construction and testing of the boiler heating system for our processing plant in February
2025 and recruited sufficient employees for phase I commercial production. We also expect to
construct the ore sorting system and Phase II TSF for the phase II commercial production to
further increase our production capacity.
The Independent Technical Consultant has reviewed the preliminary design prepared by
an Independent Third Party, technical studies, the latest construction reports, the Company’s
actual and forecast capital costs and target commission dates for each phase of production. The
Independent Technical Consultant considers the preliminary design prepared by an
Independent Third Party and other technical studies that provide a solid foundation for the
construction and development of the Boguty Project reasonable and adequate. We have
completed all construction and installation work for phase I commercial production. We have
developed comprehensive plans to meet commissioning targets and address challenges
encountered during the initial phase of production. These plans include implementing a
strategic mining approach and optimizing the processing flowsheet by using an ambient
temperature cleaning process. Phase I commercial production commenced in April 2025. Plans
are also in place for phase II commercial production in early 2027. The production schedule
for each development phase is considered reasonable by the Independent Technical Consultant.
Overall, the Independent Technical Consultant finds the Boguty Project technically and
economically viable, with plans reflecting a balanced and well-considered approach.
The mining operation is conducted by a local subsidiary of CCECC in Kazakhstan, who
was engaged through a public tender and has the required mining fleet and associated capacity.
As advised by the Independent Technical Consultant, contractor mining is a common practice
in the mining industry. We are responsible for the processing operation and sales of the product
to our customers. The following chart sets forth the planned mining and production schedule
for the operations in our Boguty Project for the periods indicated over the life of mine of 15
years.
BUSINESS
– 251 –


--- page 263 ---
Period TMM ROM Grade
HG
Tonnes
HG
Grade
MG
Tonnes
MG
Grade
LG
Tonnes
LG
Grade Waste
Stripping
Ratio Feed
Feed
Grade
Unit kt kt WO 3 %k tW O 3 %k tW O 3 %k tW O 3 % kt t:t kt WO 3 %
H2 CY2025 /H1118 6,977 2,478 0.164 1,655 0.191 440 0.123 384 0.099 4,498 1.81 1,655 0.191
CY2026 /H1118/H1118/H111815,344 5,181 0.196 3,771 0.228 755 0.124 655 0.099 10,163 1.96 3,800 0.227
CY2027 /H1118/H1118/H111812,879 8,060 0.190 5,513 0.228 1,171 0.124 1,376 0.098 4,819 0.60 4,950 0.228
CY2028 /H1118/H1118/H111817,392 4,445 0.178 3,290 0.201 587 0.124 568 0.100 12,947 2.91 4,950 0.187
CY2029 /H1118/H1118/H111818,429 2,079 0.174 1,464 0.201 250 0.124 365 0.098 16,350 7.86 4,950 0.140
CY2030 /H1118/H1118/H111818,026 3,361 0.203 2,627 0.229 319 0.125 415 0.101 14,665 4.36 4,950 0.169
CY2031 /H1118/H1118/H111814,853 4,741 0.180 3,403 0.207 662 0.124 675 0.100 10,112 2.13 4,950 0.176
CY2032 /H1118/H1118/H111815,965 5,125 0.238 4,154 0.267 478 0.124 493 0.100 10,840 2.12 4,950 0.243
CY2033 /H1118/H1118/H1118 9,797 5,041 0.213 4,006 0.239 601 0.124 435 0.099 4,756 0.94 4,950 0.215
CY2034 /H1118/H1118/H1118 9,648 5,007 0.203 3,982 0.227 556 0.123 470 0.099 4,642 0.93 4,950 0.204
CY2035 /H1118/H1118/H1118 8,559 5,148 0.205 4,027 0.230 590 0.124 530 0.099 3,411 0.66 4,950 0.209
CY2036 /H1118/H1118/H1118 8,134 5,362 0.231 4,395 0.257 473 0.124 494 0.097 2,772 0.52 4,950 0.242
CY2037 /H1118/H1118/H1118 7,343 5,388 0.240 4,906 0.252 319 0.125 163 0.103 1,954 0.36 4,950 0.251
CY2038 /H1118/H1118/H1118 8,075 5,357 0.226 4,767 0.239 353 0.125 236 0.099 2,718 0.51 4,950 0.235
CY2039 /H1118/H1118/H1118 1,916 1,668 0.195 1,219 0.226 218 0.124 231 0.101 248 0.15 3,586 0.147
Total /H1118/H1118/H1118/H1118173,338 68,441 0.206 53,180 0.233 7,772 0.124 7,489 0.099 104,898 1.53 68,441 0.206
Source: Independent Technical Report
Notes:
1 Mineral Resources are at cut-off grade of 0.06% WO
3.
2 ROM materials include dilution and loss at rates of 5%.
3 Inferred Mineral Resources are treated as waste.
4 HG (high-grade) material is defined as material above a cut-off grade of 0.14% WO
3; MG (medium-grade)
material is defined at a cut-off grade between 0.12% and 0.14% WO 3 and LG (low-grade) material is defined
at a cut-off grade of 0.06% WO 3.
5 Some totals may not correspond to the sum of the separate figures due to rounding.
BUSINESS
– 252 –


--- page 264 ---
Although our Directors believe that our development plan for the Boguty Project is
viable, we may not be able to proceed at the expected rate or ultimately extract the Mineral
Resources at the rate or at a profit due to various factors. See “Risk Factors—Risks Relating
to Our Business—We may not generate revenue or grow our business as planned” for the
relevant risks.
Capital Costs
As disclosed in the Independent Technical Report and as illustrated below, we have been
incurring capital costs for the Boguty Project since 2020 and the total amount of capital costs
incurred during the period from 2020 to June 30, 2025 was approximately RMB1,701.0
million. The total incurred and forecast capital costs for the initial development (which means
that the Boguty Project will have capacities of processing 3.3 Mtpa ore in phase I and increase
to 4.95 Mtpa ore in phase II in the first quarter of 2027) of the Boguty Project, subsequent
raising of the tailings dam and mine closure are expected to be approximately RMB2,719.3
million, while the capital unit cost over the life-of-mine is estimated to be 40 RMB/t ore and
15,900 RMB/t concentrate. The Boguty Project commenced phase I commercial production in
April 2025. Our Directors are of the view, and the Sole Sponsor concurs, that there are no
material technical or legal impediments for the Boguty Project to complete initial development
by 2026. For more information regarding our capital costs, please refer to “Appendix
III—Independent Technical Report—Capital and Operating Costs.”
BUSINESS
– 253 –


--- page 265 ---
The table below sets forth a summary of the historical and forecast capital costs between 2020 and 2040 for our Boguty Project, as stated in
the Independent Technical Report:
Cost Center Total LOM 2020 2021 2022 2023 2024 H1 2025 H2 2025 2026 2027-2033 2034-2040
(in RMB millions)
Mine stripping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865.7 0.0 0.0 16.7 40.0 4.7 0.0 1.2 3.0 0.0 0.0
Processing plant system /H1118/H1118/H1118610.7 1.0 31.0 132.6 274.2 3.8 21.0 45.9 101.3 0.0 0.0
Tailings storage facility /H1118/H1118/H1118/H1118774.7 0.0 50.6 34.4 96.6 114.5 0.0 50.4 100.1 121.2 211.7
Processing equipment /H1118/H1118/H1118/H1118/H1118371.0 0.0 16.1 56.4 134.5 135.6 0.0 18.9 16.4 0.0 0.0
Power supply /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111896.7 0.0 1.6 3.1 40.6 48.6 0.0 2.2 1.7 0.0 0.0
Heating system /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843.5 0.0 0.0 0.0 5.0 41.2 0.0 0.6 0.5 0.0 0.0
Telecommunication system /H1118 8.8 0.0 0.0 0.0 5.0 3.5 0.0 0.3 0.2 0.0 0.0
Water supply and
reticulation system /H1118/H1118/H1118/H1118/H1118/H111882.4 0.0 6.0 0.0 17.7 39.0 0.0 17.7 1.8 0.0 0.0
Roads and other ancillary
facilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118137.6 0.0 11.7 10.0 20.8 60.2 0.0 37.5 3.0 0.0 0.0
Office, camp and others /H1118/H1118/H111835.9 0.0 0.0 0.0 0.0 36.7 0.0 1.4 1.1 0.0 0.0
Ore sorting system /H1118/H1118/H1118/H1118/H1118/H1118/H1118125.8 0.0 0.0 0.0 0.0 0.0 0.0 73.7 52.1 0.0 0.0
Other /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118235.8 24.2 16.4 17.4 58.7 80.8 0.0 38.3 0.0 0.0 0.0
Mine closure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816.9 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 16.9
Contingency /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113.9 0.0 0.0 0.0 0.0 0.0 0.0 27.0 28.0 21.1 21.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,719.3 25.2 133.3 270.6 693.3 568.5 21.0 315.5 309.3 133.2 249.7
Source: Independent Technical Report
Note: Some totals may not correspond to the sum of the separate figures due to rounding.
BUSINESS
– 254 –


--- page 266 ---
Operating Costs
As disclosed in the Independent Technical Report and as illustrated below, our total
operating cash costs for the Boguty Project in the six months ended June 30, 2025 amounted
to approximately RMB118.4 million. In the second half of 2025, our projected total operating
cash cost for the Boguty Project in 2025 is RMB331.0 million, with a cost of 200 RMB/t ore
and 91,000 RMB/t concentrate. We believe that we will have sufficient working capital to fund
the Boguty Project up to 2025 as we obtained additional credit facilities of HK$265.0 million
from reputable commercial banks in China in April 2024 to support the construction of the
Boguty Project and supplement our capital expenditures. By 2027, as the Boguty Project is
expected to reach its target production rate of 4.95 Mtpa and the ore sorting system for the
phase II commercial production is expected to be installed, the total operating cash costs are
expected to increase to RMB606.1 million in 2027, while the operating cash unit cost is
projected to decrease significantly to 122 RMB/t ore and 44,400 RMB/t concentrate. We plan
to use approximately 10.0% of the net proceeds from the Global Offering (which equals to
approximately HK$108.8 million) to fund the development of our ore sorting system for the
phase II commercial production, which, together with the aforementioned credit facilities of up
to HK$265.0 million, is expected to be be sufficient for funding our development of the ore
sorting system. For more information regarding our cash operating costs, please refer to
“Financial Information—Forecast Operating Costs.” The following table sets forth the actual
operating cash costs of the Boguty Project for the six months ended June 30, 2025, according
to the Independent Technical Report:
By types RMB million
Mining /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840.8
Processing
Labor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.6
Consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.8
Fuel, electricity and water /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.1
Maintance and other services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.3
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834.9
General and administrative /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842.1
Sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.0
Resource tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118.4
By activities RMB million
Workforce employment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832.3
Consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.8
Fuel, electricity, water and other services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855.9
Stipping cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.0
On- and off-site administration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188.6
Environmental protection and monitoring /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.0
Transportation of workforce /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.5
Product marketing and transport /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.7
Non-income taxes, royalties and other government charges /H1118/H1118/H1118/H1118 2.6
Contingency allowances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118.4
BUSINESS
– 255 –


--- page 267 ---
The table below sets forth a summary of the forecast operating costs between 2025 and 2039 for our Boguty Project, as stated in the Independent
Technical Report:
Production Profile Unit
Total
LoM
H2
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039
Mining
Ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 68.4 2.5 5.2 8.1 4.4 2.1 3.4 4.7 5.1 5.0 5.0 5.1 5.4 5.4 5.4 1.7
Waste /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 104.9 4.5 10.2 4.8 12.9 16.3 14.7 10.1 10.8 4.8 4.6 3.4 2.8 2.0 2.7 0.2
Total materials moved /H1118/H1118/H1118/H1118/H1118/H1118Mt 173.3 7.0 15.3 12.9 17.4 18.4 18.0 14.9 16.0 9.8 9.6 8.6 8.1 7.3 8.1 1.9
Strip Ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 1.53 1.81 1.96 0.60 2.91 7.86 4.36 2.13 2.12 0.94 0.93 0.66 0.52 0.36 0.51 0.13
Grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.206 0.164 0.196 0.190 0.178 0.174 0.203 0.180 0.238 0.213 0.203 0.205 0.231 0.240 0.226 0.195
High-grade Ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 53.2 1.7 3.8 5.5 3.3 1.5 2.6 3.4 4.2 4.0 4.0 4.0 4.4 4.9 4.8 1.2
Grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.0 0.191 0.228 0.228 0.201 0.201 0.229 0.207 0.267 0.239 0.227 0.230 0.257 0.252 0.239 0.226
Medium-Grade Ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 7.8 0.4 0.8 1.2 0.6 0.3 0.3 0.7 0.5 0.6 0.6 0.6 0.5 0.3 0.4 0.2
Grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.0 0.123 0.124 0.124 0.124 0.124 0.125 0.124 0.124 0.124 0.123 0.124 0.124 0.125 0.125 0.124
Low-grade Ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 7.5 0.4 0.7 1.4 0.6 0.4 0.4 0.7 0.5 0.4 0.5 0.5 0.5 0.2 0.2 0.2
Grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.0 0.099 0.099 0.099 0.098 0.100 0.098 0.101 0.100 0.100 0.099 0.099 0.099 0.097 0.103 0.099
Processing
Feed ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 68.4 1.65 3.80 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 3.58
Feed ore grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.0 0.191 0.227 0.228 0.187 0.140 0.169 0.176 0.243 0.215 0.204 0.209 0.242 0.251 0.235 0.147
Recovery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118% various (1) 75.00 83.00/
78.85
78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85
Concentrate at 65% WO 3/H1118/H1118/H1118/H1118/H1118t 171,003 3,638 10,900 13,665 11,228 8,382 10,172 10,596 14,578 12,936 12,276 12,549 14,527 15,065 14,119 6,371
BUSINESS
– 256 –


--- page 268 ---
Production Profile Unit
Total
LoM
H2
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039
Operating Cash Cost
Mining /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 1,800.7 71.9 158.2 132.7 180.3 195.9 189.1 153.5 164.6 101.0 99.4 88.2 83.8 75.7 83.2 23.2
Processing
Labor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 696.9 24.4 52.8 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 35.2
Consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 2,389.1 82.1 177.5 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 121.0
Fuel, Electricity and Water /H1118/H1118RMB million 918.6 30.2 65.4 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 46.8
Maintenance and Other
Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
RMB million 416.9 7.8 16.9 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 22.3
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 4,421.5 144.6 312.5 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 225.2
General and Administrative /H1118/H1118/H1118RMB million 1,413.6 94.7 94.7 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 69.6
Sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 376.2 8.0 24.0 30.1 24.7 18.4 22.4 23.3 32.1 28.5 27.0 27.6 32.0 33.1 31.1 14.0
Resource tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 490.9 11.9 27.3 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 25.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 8,502.9 331.0 616.6 606.1 648.3 657.6 654.8 620.2 640.0 572.8 569.8 559.2 559.1 552.2 557.6 357.7
BUSINESS
– 257 –


--- page 269 ---
Production Profile Unit
Total
LoM
H2
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039
Operating Cash Unit Cost
Mining /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t ore 26.3 29.0 30.5 16.5 40.6 94.2 56.3 32.4 32.1 20.0 19.9 17.1 15.6 14.0 15.5 14.0
Processing
Labor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 10.2 14.8 13.9 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8
Consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 34.9 49.6 46.7 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8
Fuel, Electricity and Water /H1118/H1118RMB/t processed 13.4 18.3 17.2 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1
Maintenance and Other
Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
RMB/t processed 6.1 4.7 4.4 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 64.6 87.4 82.2 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9
General and Administrative /H1118/H1118/H1118RMB/t processed 20.7 57.2 24.9 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4
Sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 5.5 4.8 6.3 6.1 5.0 3.7 4.5 4.7 6.5 5.7 5.5 5.6 6.5 6.7 6.3 3.9
Resource tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t
processed
124 200 162 122 131 133 132 125 129 116 115 113 113 112 113 100
RMB/t
concentrate
49,800 91,000 56,600 44,400 57,800 78,500 64,400 58,600 43,900 44,300 46,500 44,600 38,500 36,700 39,500 56,200
Operation Unit Cost
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t
processed
159 235 194 151 160 161 161 154 158 144 151 149 149 148 149 179
RMB/t
concentrate
63,500 106,900 67,600 54,800 70,400 95,400 78,300 71,900 53,600 55,200 61,100 58,900 50,900 48,600 52,200 100,700
BUSINESS
– 258 –


--- page 270 ---
Source: Independent Technical Report
Notes:
(1) Target recovery rates: H2 2025:75%, 2026:83% and 78.85% (with the ore sorting system).
(2) The cost for equipment replacement and refurbishment has been allocated to the processing cost, amounting to RMB3.29 million per year.
(3) General and Administrative costs include a payment of approximately RMB1.0 million per year to the Kazakhstani Government for the mine rehabilit ation fee.
(4) Some totals may not correspond to the sum of the separate figures due to rounding.
(5) High-grade ore is defined at a cut-off grade of >0.14% WO
3; Medium-grade ore is defined at a cut-off grade between 0.12%-0.14% WO 3 and low-grade ore is defined
at a cut-off grade of 0.06% WO 3
BUSINESS
– 259 –


--- page 271 ---
Our forecast cash operating costs may differ from the actual future cash operating costs
due to numerous factors, including the factors described in the sections headed “Risk Factors”
and “Forward-looking Statements” in this prospectus.
Operating costs can be inaccurate due to several reasons:
 Variations in inputs: Fluctuations in the costs of labor, utilities and consumables can
affect operating costs.
 Geotechnical conditions and processing recoveries: Complexities related to ground
conditions, slopes or ore characteristics can increase operating costs. Unforeseen
issues may require additional expenses for ground support, specialized equipment or
processing methods, resulting in inaccuracies if not anticipated.
 Regulatory and compliance requirements: Mining operations must comply with
various regulations, such as environmental, health, safety and social responsibility
standards. Changes in regulations or unexpected compliance costs can impact
operating costs, leading to inaccuracies if not accurately estimated.
 Equipment performance and maintenance: Equipment breakdowns, inefficient
utilization and higher-than-expected maintenance needs can raise operating costs.
Inaccurate assumptions regarding equipment performance or maintenance schedules
can create higher operating cost.
 Inefficient operational practices: Poor production planning, suboptimal mining
methods and ineffective resource allocation can contribute to higher operating costs.
Inaccurate assumptions and inadequate optimization of operational processes can
result in cost overruns.
The key assumptions for the forecast operating cost estimates are primarily based on the
SSU Contract, contracts with or quotations from consumable providers, contracts with
employees, the current government contract for water price and research on current and
projected fuel and electricity prices. The applicable taxes include a resource tax at the rate of
7.8% of revenue.
BUSINESS
– 260 –


--- page 272 ---
The following post-tax sensitivity analysis at a discount rate of 10% as set forth in the
Independent Technical Report illustrates the impact of certain key parameters (including the
feed ore grade, processing recovery, capital cost, operating cost, sales price and sales cost) on
the net present values (NPVs) of the Boguty Project:
 –
 2,000
 4,000
 6,000
 8,000
 10,000
 12,000
 14,000
 16,000
-40% -30% -20% -10% 0% 10% 20% 30% 40%
NPV with 10% discount rate (RMB million)
Variance
Feed ore grade Recovery Capital Cost
Operating Cost Sales Price Sales Cost
Source: Independent Technical Report
According to the Independent Technical Report, if discount rates of between 8% and 14%
are used, this would imply positive post-tax NPVs within the range of RMB7,611 million and
RMB10,725 million. In addition, according to the Independent Technical Report, a breakeven
analysis shows that the post-tax NPV at a discount rate of 10% will become zero when the
average tungsten concentrate price is approximately RMB64,000/t, and the payback period,
which is the amount of time required to recoup the initial capital cost, is approximately 3.1
years.
BUSINESS
– 261 –


--- page 273 ---
Risks Associated with the Boguty Project
The mining industry inherently has a high level of risk, which is accumulated due to
factors such as the nature of ore body, ore distribution, grade and variations in mining and ore
processing which are not able to be accurately predicted or accounted for. The following table
sets forth a summary of the risk assessment undertaken by the Independent Technical
Consultant, including its assessment result and the ratings of the relevant risks as well as
recommendations for actions to mitigate technical risks:
Risk Description
Control
Recommendations
Risk
Likelihood Consequence Rating Mitigation Measures
Implementation
Status and Time Frame
Mineral Resource
Lower ore grade /H1118/H1118Lower ore grade than
estimated in the
resource model.
Impose a systematic
grade control
protocol. Reconcile
the grades obtained
from in-pit
sampling and
production figures
with the grade in
the resource model.
Possible Moderate Medium Carry out the
production
exploration to
further figure out
the regularity of
occurrence of ore
body. Strictly
control ore dilution
loss during
production. Apply
advanced mining
softwares to
achieve optimal
mining.
We commenced the
production exploration
in December 2023 and
plan to further carry
out such exploration
regularly as a basis for
production planning in
the course of future
mining. We have
started the procurement
and application of
mining softwares.
Mining
Production plan /H1118/H1118The stripping ratio is
high in the early
stage and it may be
challenging to meet
ore production
targets.
Ensure that contractor
can fulfill the
obligations to meet
the production plan
and resolve issues
that could cause
production delays.
Unlikely Moderate Low Outsource mining
operations only to
contractors with
sufficient mining
production capacity.
We are seeking legal
advice and preparing
technical requirements
related to mining
contractors. We plan to
specify the
requirements for
execution of production
plan in the bidding
documents and in the
selection of
contractors.
BUSINESS
– 262 –


--- page 274 ---
Risk Description
Control
Recommendations
Risk
Likelihood Consequence Rating Mitigation Measures
Implementation
Status and Time Frame
Stockpile
management /H1118/H1118/H1118
Inadequate space for
ore stockpile.
A backup stockpile
plan should be
developed if the
stockpile is full.
Unlikely Minor Low The low grade ore
stockpile only
exists within the
first two years after
commencement of
production, and
after the application
of the ore sorting
system, we do not
expect to have
further issues of the
low grade ore
stockpile. The
existing mine site is
expected to be
sufficient for the
low grade ore
stockpile before
installation of the
ore sorting system.
We plan to complete the
construction and test of
the ore sorting system
and put it into use by
the end of 2027.
Equipment shortage /H1118Insufficient quantity
of production
equipment as a
result of unstable
total material
movement.
Ensure that the
amount of
equipment that
contractors provide
is flexible and can
meet the production
plan.
Possible Minor Low Outsource mining
operations only to
contractors with
sufficient mining
production capacity.
We specified the
requirements for
equipment
configuration and level
required for production
(which a contractor
needs to meet as a
prerequisite to ensure
the stable production
operations) in the
bidding documents and
in the selection of
contractors.
BUSINESS
– 263 –


--- page 275 ---
Risk Description
Control
Recommendations
Risk
Likelihood Consequence Rating Mitigation Measures
Implementation
Status and Time Frame
Processing
Unable to achieve
the designed
performance of
ore sorting,
resulting in an
over-estimate in
ore processing
capacity and
tungsten
concentrate yield /H1118
Ore sorting facility is
designed with waste
reject rate of
33.33% and metal
loss of less than
7.1%. With ore
sorting, the
processing capacity
can increase from
10 ktpd to 15 ktpd.
Laboratory tests
could achieve the
designed
performance, but
the sample grades
vary, indicating
uncertainty on the
actual reject rate
and metal loss
percentage.
Carry out industrial-
scale test on ore
sorting after
completion of
phase I
construction.
Possible Moderate Medium Conduct small-scale
and industrial ore
sorting tests.
Ten tonnes of ore was
transported to China
for small-scale ore
sorting tests in 2023.
We have cooperated
with a research
institute in China to
establish a joint
mineral processing
laboratory for carrying
out tests on ore
sorting. We plan to
continue to adjust
processing technical
conditions and pursue
good processing
technical indicators in
the future. We plan to
begin industrial ore
sorting tests in 2025 to
configure ore sorting
equipment based on the
test result and ensure
that the ore sorting
capacity can be met.
Impact of return
water on tungsten
recovery /H1118/H1118/H1118/H1118
Return water contains
large amount of
sodium silicate,
potential flocculants
and other
unavoidable ions
which could have a
negative impact on
scheelite recovery.
Continually monitor
the effect of return
water on processing
indices during
actual production.
Carry out treatment
on return water
when necessary.
Unlikely Moderate Low Add lime and return
water reagents
before the tailings
are transported into
the TSF.
We plan to take such
measure upon
commencement of
production and
continue to monitor
and adjust the
processing workflow if
needed in the future.
BUSINESS
– 264 –


--- page 276 ---
Risk Description
Control
Recommendations
Risk
Likelihood Consequence Rating Mitigation Measures
Implementation
Status and Time Frame
Infrastructure
Damage to pipeline
from Charyn
River, and
subsequent effect
on supply of
processing water
to the plant /H1118/H1118/H1118
The planned
extraction of
make-up water
from the Charyn
River is a risk
should pipeline
become damaged.
Adequate design and
construction of the
pipeline.
Monitoring and
maintenance of the
pipeline.
Possible Minor Low Strengthen the quality
control of pipeline
construction and
carry out pressure
test on pipeline.
We have completed the
construction of the
water supply pipeline
and put it into
operation, with good
results. We plan to
strengthen the
maintenance and
inspection during
production and use
storage tanks to ensure
water supply for
production and ore
processing. We believe
such maintenance work
is readily achievable as
there are no buildings,
farmlands and other
important facilities
along the pipeline.
BUSINESS
– 265 –


--- page 277 ---
Risk Description
Control
Recommendations
Risk
Likelihood Consequence Rating Mitigation Measures
Implementation
Status and Time Frame
TSF
Reduction of
available water in
Charyn River, and
subsequent effect
on supply of
processing water
to the plant /H1118/H1118/H1118
The planned
extraction of
make-up water
from the Charyn
River is a risk
should this resource
become limited.
Conduct climate
change assessment
for the Project to
identify the
associated risks to
water supply and
maximize water
recycling and re-
use.
Unlikely Moderate Low Keep regular
communication
with the
Kazakhstani
Government to
ensure that water
use permits are
effective and make
full use of tailings
return water to
reduce the use of
external water
supply.
We have been in regular
communication with
the Kazakhstani
Government to enure
sustainable water
extraction from the
Charyn River.
Lack of TSF
underdrainage in
the design will
lock up a portion
of return water /H1118/H1118
A proportion of the
return water will be
locked up in
deposited tailings.
Install underdrainage
or an alternative
means of returning
this water to the
Plant (e.g. well
point system).
Possible Minor Low This factor was taken
into account in the
tailings return water
plan in the project
design.
We plan to follow the
design plan.
BUSINESS
– 266 –


--- page 278 ---
Risk Description
Control
Recommendations
Risk
Likelihood Consequence Rating Mitigation Measures
Implementation
Status and Time Frame
Cost
Higher operating
cost /H1118/H1118/H1118/H1118/H1118/H1118
Higher operating cost,
resulting in poor
financial
performance
Secure a long-term
contract at a
favorable exchange
rate with suppliers
and confirm
advanced
procurement orders
with them.
Possible Moderate Medium Conduct market
research, optimize
procurement
channels and select
suppliers that meet
quality and price
conditions.
Optimize the
processing
techniques, study
policies, reduce
consumptions,
control
expenditures and
reduce costs during
production.
We have completed the
market research on
production materials
required for phase I
commercial production
in 2025 and purchased
certain products. We
plan to keep optimizing
cost control measures
during commercial
production.
Lower commodity
price /H1118/H1118/H1118/H1118/H1118/H1118
A decline in
commodity price,
leading to poor
financial results.
Regularly monitor
commodity price
trends, market
forecasts, and
industry
developments to
proactively identify
potential risks and
opportunities.
Develop
contingency plans
and scenario
analyses to assess
the financial impact
of different price
scenarios and adjust
strategies
accordingly.
Possible Moderate Medium Strengthen operation
management, strive
to achieve good
technical and
economic indicators
and enhance market
competitiveness.
We plan to implement
such measure
throughout the entire
operation process after
production commences.
BUSINESS
– 267 –


--- page 279 ---
Risk Description
Control
Recommendations
Risk
Likelihood Consequence Rating Mitigation Measures
Implementation
Status and Time Frame
Environment and Social
Changes in Charyn
River flow and/or
legal permitting
regime may result
in risk of
limitation of water
availability /H1118/H1118/H1118
Changes in Charyn
River flow or
permitting regime
of the National
Park may result in
risk of limitation of
water available for
abstraction from the
river for processing
purposes.
Conduct climate
change assessment
for the Project to
identify the
associated risks to
water supply and
maximize water
recycling and re-
use.
Unlikely Moderate Low Enter into a
cooperation
agreement with the
National Park to
ensure the legal
compliance of the
construction and
operation of the
water abstraction
and supply system
within LOM.
We have executed such
agreement with the
National Park.
Insufficient
understanding of
surrounding land
use types that may
result in additional
risks and impacts /H1118
The detailed
surrounding land
use mapping has
not yet been
completed for the
project. Doing so is
necessary as it
furthers the
understanding of
how the land use
can be affected by
mining and
processing
operations and
informs the
potential post-
closure land use
options.
Carry out a land use
study to understand
any potential risks
and impact and
extend the existing
fencing around the
Project area to
prevent any grazing
cattle from
accessing the area
and its facilities.
Possible Minor Low Fence the open area
of the project to
prevent any grazing
animals from
entering and
acquire the land use
rights of
surrounding
pastures.
We have set up such
fence and have
completed the
acquisition of land use
rights for surrounding
pastures.
Lack of
understanding of
biodiversity of the
Project area
resulting in
potential loss of
biodiversity /H1118/H1118/H1118
Risk of net
biodiversity loss
due to lack of
understanding of
biodiversity context
and management
measures. The
Project is located
close to a water
abstraction point
and a supply
pipeline route is
within an area that
may have protected
species and
migration routes.
As required in the
environmental
management plan,
initiate and
regularly carry out
the field studies on
biodiversity for the
Project footprint
and water intake
and supply pipeline
route located within
the boundaries of
the national park.
Develop appropriate
mitigation measures
to mitigate
identified risks.
Possible Minor Low Restore the surface
configuration along
the pipeline and the
migration route
after the water
supply pipeline
pressure test is
completed. Conduct
the preliminary
biodiversity survey
and subsequent
follow-ups.
Maintain positive
interactions with
natural reserves and
implement
established
measures related to
biodiversity.
We have completed the
preliminary
biodiversity survey
results and plan to
follow up during
production. We have
completed the
backfilling of the water
abstraction route.
BUSINESS
– 268 –


--- page 280 ---
Risk Description
Control
Recommendations
Risk
Likelihood Consequence Rating Mitigation Measures
Implementation
Status and Time Frame
Lack of understating
of mine waste
geochemistry (acid
rock drainage and
metal leaching
(ARDML)
properties),
resulting in
additional
expenditure
for management to
prevent pollution /H1118
Potential for ARDML
of mine waste
materials has not
been studied. There
is risk of pollution
of soils downstream
of mine waste
facilities,
groundwater and
surface waters.
Carry out a
geochemical study
to assess risks
related to ARDML
and develop
mitigation measures
if required.
Additional WRD
drainage water
collection and
treatment facilities
may be required if
ARDML potential
is identified.
Possible Minor Low Adopt anti-seepage at
the bottom of the
TSF and in the dam
body to prevent
waste water
pollution.
We have carried out the
materials selection and
lining installation
according to the anti-
seepage processing
design of the TSF and
strengthen the safety
management of the
TSF to prevent the
leakage of waste water.
We plan to start
ARDML characteristics
research in due course
according to the
operation monitoring
results of the TSF.
Incomplete closure
plan and liabilities
estimate resulting
in underestimation
of technical and
financial
implication of
Project closure /H1118/H1118
Existing LOM closure
plans and liability
estimates only
include mining area
(open pit, WRDs,
auxiliary
infrastructure), and
the closure plan for
the processing plant
and TSF only
reflects the current
liability.
Develop and regularly
update a
comprehensive
closure plan and
associated cost
estimate, covering
the entire mine
footprint, including
the mining area,
processing plant,
TSF, and auxiliary
infrastructure.
Possible Moderate Medium Develop closure plan
covering the entire
mine site after
completion of the
construction.
We will regularly update
the reclamation plan in
accordance with
government
requirements and pay
relevant reclamation
fees to the government
designated account.
BUSINESS
– 269 –


--- page 281 ---
Risk Description
Control
Recommendations
Risk
Likelihood Consequence Rating Mitigation Measures
Implementation
Status and Time Frame
Lack of understating
of potential
climate changes of
the Boguty Project
area resulting in
additional
mitigation and
adaptation
requirements /H1118/H1118/H1118
Effects of climate
change may impact
the performance of
operation. For
example, there is
currently no climate
change-related
assessment and
management
strategy for the
Project.
Assess climate
change-related
significant issues
which may impact
the operation (see
water abstraction).
Develop adaptation
and mitigation
measures to manage
the issues, and
integrate into
project operation
practices if
required.
Unlikely Moderate Low Assess regional
climate conditions
and take mitigation
measures if needed.
We plan to implement
such measure on a
regular basis.
Insufficient
stakeholder
engagement
resulting in
unanticipated
stakeholder
concerns /H1118/H1118/H1118/H1118
There is no
stakeholder
engagement plan
for Project that
would identify and
structure
communication
with potentially
affected
stakeholders.
Develop and
implement a
stakeholder
engagement plan to
identify all relevant
stakeholders, and
define means and
frequency of
communication to
strengthen the
engagement.
Unlikely Minor Low Engage with
stakeholders
regularly during
production.
We plan to engage with
stakeholders on a
regular basis.
BUSINESS
– 270 –


--- page 282 ---
Risk Description
Control
Recommendations
Risk
Likelihood Consequence Rating Mitigation Measures
Implementation
Status and Time Frame
Non-renewal of
licence /H1118/H1118/H1118/H1118/H1118
Operating licence and
other key licences
are not renewed by
the government
authorities
Assess the compliance
status of all key
licences and
identify any
potential areas of
non-compliance.
Take prompt action
to rectify any
deficiencies or
violations, ensuring
strict adherence to
ESG standards.
Unlikely Major Medium Complete the
construction of the
project and put it
into operation.
Conduct mining
activities in
compliance with
relevant laws and
regulations. Focus
on the safety and
environmental
protection
management.
Strictly perform the
responsibilities and
obligations
stipulated in the
SSU Contract as
well as in the
respective license.
Attach great
importance to ESG
and regularly
manage the risk of
any potential
deficiencies or
violations.
We have signed the
supplemental
agreement with the
relevant competent
authority to agree on
an addendum to the
SSU Contract with
respect to changing the
commencement time
for production. We
have executed such
addendum to the SSU
Contract and plan to
strictly perform the
responsibilities and
obligations stipulated
in the SSU Contract as
well as in the
respective license.
BUSINESS
– 271 –


--- page 283 ---
Risk Description
Control
Recommendations
Risk
Likelihood Consequence Rating Mitigation Measures
Implementation
Status and Time Frame
Export restrictions /H1118Kazakhstan
government
imposing tungsten
concentrate export
restrictions.
Consider establishing
local downstream
processing facilities
to add value to the
tungsten
concentrate within
Kazakhstan. By
processing the
concentrate
domestically,
mining companies
can potentially
bypass export
restrictions and
access higher-value
markets for
processed tungsten
products.
Unlikely Major Medium Develop and
implement APT
commercialization
plan to increase the
added value of
tungsten
concentrate.
We have developed APT
commercialization plan
and target to
implement such plan
by 2027.
Delay in
commencement of
phase II
commercial
production /H1118/H1118/H1118/H1118
Construction delay or
other issues
identified during
phase I production
result in the delay
of phase II
commercial
production.
Implement robust
project management
practices to ensure
timely completion
of construction
activities and
successful phase I
commercial
production.
Unlikely Moderate Low Utilize previous trial
studies and
experience from our
management team’s
track record of
mine operations to
improve
construction
performance and
achieve production
pursuant to the
current timetable.
We commenced phase I
commercial production
in April 2025. We plan
to commence phase II
commercial production
in the first quarter of
2027.
Source: Independent Technical Report
BUSINESS
– 272 –


--- page 284 ---
The Independent Technical Consultant believes the control recommendations are
appropriate and the identified risks can be generally managed if the control recommendations
are implemented. The Independent Technical Consultant has also reviewed the mitigation
measures that we have taken for these risks and considers that these are appropriate.
We plan to continue to identify and manage potential risks in our operations and future
productions, especially those with a potentially significant impact on our operations and
financial performance. For example, we plan to keep close communication with the local
authorities and community to ensure that our operations for the Boguty Project is in compliance
with the SSU Code and the SSU Contract. Therefore, while the non-renewal of the SSU
Contract imposes a material risk on our operations, it is unlikely that this incident will occur
as advised by our Kazakhstan Legal Advisors. In particular, as advised by our Kazakhstan
Legal Advisors, similar to other licenses, permits and approvals in Kazakhstan, Subsidiary
ZV’s ability to renew the SSU Contract depends on Subsidiary ZV’s capability to provide the
required documents and satisfy the respective requirements imposed by the MIC at the time of
application for such renewal. Given that we have been able to obtain the SSU Contract and
execute relevant addenda with the MIC in the past, our Kazakhstan Legal Advisors are of the
view that we will be able to renew the SSU Contract upon its expiry, provided that we could
satisfy the requirements imposed by the MIC at the time of such renewal. Similarly, while we
experienced certain delays in the construction of our Boguty Project and have not commenced
production in accordance with the addendum No. 3 to the SSU Contract, we have actively
worked with the relevant competent authority to rectify such issue and received the Second
Confirmation Letter from the MIC confirming that the SSU Contract will not be terminated.
On August 16, 2024, MIC and ZV executed Addendum No. 4 to the SSU Contract extending
the full-production commencement term to 2025. See “—Legal Proceedings and
Compliance—Delays in Commencing Mining Operations” for details of such confirmation.
While such delays in commencing production have affected our cash flows in 2024 due to
reduced tungsten production in that particular year, we do not expect any long-term impact on
our future operations as we commenced phase I commercial production in April 2025.
Furthermore, certain risks also present opportunities to improving our business operation and
financial performance. For example, the changes in commodity price ( i.e., tungsten price) are
expected to have a significant impact on our operating results because the operating cost of a
mine is relatively stable for a certain period of time after the mine is put into production. The
tungsten concentrate price has been increasing substantially recently, which may enhance our
operation prospects if such trend continues. In addition, while risks due to potential issues with
exporting and shipping may have substantial impact on our operations given that we expect to
export and ship our products mainly to customers outside Kazakhstan, it is unlikely that such
issues will arise as advised by the Independent Technical Consultant, especially taking into
account favorable exportation policies of Kazakhstan, the trend of encouraging importation of
certain resources in China and our transportation channel and conditions.
BUSINESS
– 273 –


--- page 285 ---
MINING OPERATIONS AND PROCESSING FACILITIES
Overview
Our production process involves two main processes: mining and processing. The mining
operation is conducted by a local subsidiary of CCECC in Kazakhstan, who is engaged through
a public tender and has the required mining fleet and associated capacity. We are responsible
for the processing operation. The following diagram sets forth the general workflow of the
production of tungsten concentrate:
Customers
Ore sorting1
Grinding and
classification
Crushing and
screening
Open pit mining
Tungsten ore
Processing plant
Flotation
Concentrate
dewatering
Tungsten ore concentrate
Note:
1. We expect to complete the integration of the ore sorting system into the existing mining flowsheet in 2026.
Mining
We adopt open pit mining for our operations of the Boguty Project, which typically
consists of (i) drilling, blasting and excavation, (ii) loading and haulage of ore and waste and
(iii) grade control and dewatering of the open pit. The mining sequence is designed to occur
from top to bottom, with two benches operating simultaneously. Drilling and blasting are
undertaken by a professional drill and blast contractor responsible for drilling, hole survey,
explosive transportation, charging, stemming and blasting. The maximum size of blasted rock
is one meter. Any oversize ore rock is further crushed by hydraulic hammers to produce a more
uniform size. To carry out blasting operations, down-the-hole hammer (DTH) drill rigs
equipped with mobile air compressors are required to make blast holes with a diameter of 165
mm. Loading is carried out by hydraulic excavators with 5.5 m
3 bucket capacities and
front-end loaders. A fleet of articulated haulage trucks (55 t) transport the ore to the processing
plant and stockpiles. The waste is transported directly to the waste rock dump (WRD).
BUSINESS
– 274 –


--- page 286 ---
Processing
Overview
We designed our processing workflow principally based on a feasibility study prepared by
an Independent Third Party, which is a civil engineering company, in 2019. The civil
engineering company has a history of more than 70 years and is one of the design institutes
with the strongest nonferrous metal mine design capabilities in China, according to Frost &
Sullivan. It has been engaged in mine design projects in over 30 countries and regions globally
and has delivered more than 400 mine design results, including multiple medium- and
large-scale nonferrous metal mine projects in China, such as the Dexing copper mine, Yinshan
copper mine, Yongping copper mine, Wushan copper mine and Sichuan Maoniuping rare earth
mine, which have all reached the designed development scale and achieved respective
production targets. The civil engineering company has a Class A engineering design
qualification certificate issued by the PRC Ministry of Housing and Urban-Rural Development
and a Class A foreign project contracting qualification certificate issued by the PRC Ministry
of Commerce. The designed processing flowsheet includes the crushing and screening circuit,
ore sorting circuit, grinding circuit and rougher flotation circuit, heated cleaner circuit and
concentrate dewatering circuit. For details, please refer to “Appendix III—Independent
Technical Report—Mineral processing.” The diagram below illustrates the processing plant
complex for our Boguty Project:
Source: Independent Technical Report
Note: A: Primary crushing station, B: Substation, C: Ball mill, D: Flotation column, E: Flotation cells, F:
Scheelite concentrate.
BUSINESS
– 275 –


--- page 287 ---
Crushing and screening circuit
The crushing circuit will be a traditional three-stage crushing and one closed circuit
flowsheet. Ore will be transported by trucks to the primary crushing station near the open pit
and unloaded directly into the feed bin of a gyratory crusher. Adjacent to the feed bin, a
crawler-type mobile hydraulic breaker will be installed to break any oversize rocks. The
gyratory crusher will reduce the size of the ore to less than 300 mm, i.e., the primary crushed
ore, which will then be transported to the stockpile area of the processing plant through a
two-kilometer long belt conveyor system.
The effective storage capacity of the primary crushed ore stockpile is designed to be
12,000 t, which will serve as a buffer between processing and mining rates, ensuring a
continuous production in the processing plant. Three heavy-duty apron feeders will be installed
below the primary crushed ore stockpile, feeding the ore to a secondary crushing cone crusher
in the crushing plant through the belt conveyor. Secondary crushed ore will be transported
through the belt conveyor to the two sets of double deck circular vibrating screens in the
screening plant for pre-screening.
Before the ore sorting system is installed, the oversize of the double deck vibrating
screens and intermediate products will be returned to the two tertiary crushing cone crushers
in the crushing plant through the belt conveyor. The finely crushed material will be sent back
to the two sets of single deck circular vibrating screens in the screening plant through the belt
conveyor for size inspection. The screen oversize material will be combined with the
pre-screening oversize material and transferred back for tertiary crushing through the belt
conveyor to form a tertiary crushing closed circuit.
The undersize ore materials from the double deck and single deck vibrating screens have
a particle size of less than 12 mm. They will be transferred to the surge bin through the belt
conveyors. The effective storage capacity of the ore surge bin is designed to be 10,000 t, which
will serve as a buffer between the crushing and grinding processes to ensure continuous
production of the grinding operation. There will be 14 flat gates under the ore surge bin, and
the ore will be fed to two series of ball mills via two belt conveyors.
Ore sorting system
To perform ore sorting and waste rejection, we have designed an ore sorting operation for
screened and oversize ore materials produced from secondary crushing. After the operation of
the ore sorting system is commissioned in the third year, the pre-screening after secondary
crushing will divide the secondary crushed ore into three size fractions: <12 mm, 12–40 mm
and >40 mm (40–70 mm). The fine size fraction (<12 mm) will be processed in the same way
as the original flowsheet and sent to the ore surge bin through the belt conveyors. The other
size fractions (12–40 mm and 40–70 mm) will be conveyed to the buffer bin in the ore sorting
facility. Four conveyor feeders will be installed under the coarse-grain bin to feed four ore
sorters for pre-concentration, and eight conveyor feeders will be installed under the
medium-grain bin to feed eight intelligent ore sorters. The concentrates of all ore sorters will
be collected for tertiary crushing. All the waste rejects from the sorting machine will be
collected by another belt conveyor, transported to the reject stockpile and then transported by
vehicles to the WRD or TSF as materials for raising the dams.
BUSINESS
– 276 –


--- page 288 ---
The following diagram illustrates the designed crushing and ore sorting flowsheet for the
Boguty Project:
Source: Independent Technical Report
Grinding circuit and rougher flotation circuit
There are two grinding circuits. A ball mill, mortar pump and cyclone unit will form the
grinding-classification closed circuit. The ore discharge from the ball mill will be classified by
the cyclone, and the underflow will be returned to the ball mill. The combined overflow in two
grinding series will flow into an agitation tank before flotation, which will be agitated,
conditioned and pumped to three flotation columns for roughing.
The rougher process will consist of one-stage rougher, three-stage scavenger and
three-stage cleaner. The flotation columns can be used for both roughing and cleaning. The
resulting concentrate will flow by gravity to a cleaner of the cleaner section in the rougher
circuit. The flotation columns’ tailings will flow to the scavenger section, producing the final
tailings after three stages of scavenging that will subsequently be pumped to the TSF.
Scavenger 1 concentrate will undergo three-stage cleaning to produce a rougher concentrate
and middling. The middling will return to Scavenger 1. The rougher concentrate will undergo
thickening and reagent removal and be transferred to the heated cleaner circuit.
BUSINESS
– 277 –


--- page 289 ---
The following diagram illustrates the designed grinding and rougher flowsheet for the
Boguty Project:
Crushed ore surge bin (-12mm)
Ball mill
Room Temperature
Rougher Circuit
Cleaner 1
Cleaner 2
65% -75μm
Sodium carbonate regulator 1,100g/t
Sodium silicate 1600
Oleic acid collector 200
Scavenger 2
Oleic acid
collector
Sodium silicate
150g/t
Oleic acid collector  20g/t
Room temperature
rougher tailings
4'
4'
Scavenger 3
Cleaner 3
Overflow
Thickening and reagent removal
Scavenger 1 (Rougher 2)
3'
3'
2'
2'
Hydraulic cyclone
Rougher at flotation column
Oleic acid collector  40g/t
Rougher
concentrate to
heated cleaner
Pulp agitation and
condition
20g/t
Source: Independent Technical Report
Heated cleaner circuit and concentrate dewatering
The concentrate ore pulp in the room temperature flotation circuit will be pumped to a
thickener and concentrated to a grade of 50-55%. The overflow will be sent to the concentrate
overflow treatment station, and the underflow will be pumped to six heated agitation tanks that
are steam-heated to over 90 °C. The heated underflow will then be pumped to another agitation
tank for the addition of flotation reagents and pulp conditioning, before subsequently entering
the heated cleaner circuit. The cleaner circuit will adopt the flotation flowsheet of one-stage
rougher, three-stage scavenger and five-stage cleaner. The cleaner tailings will be combined
with the tailings produced in the room temperature rougher circuit and pumped to the TSF. The
final flotation concentrate will be pumped to a thickener. The underflow will be fed to a
plate-and-frame filter press. The resulting filter cake will be sent to a steam dryer through a
spiral conveyor. The dried product is then sent to a bucket elevator through a spiral conveyor,
mixed in a mixer and packed i na1tb a gb ya n automated packing machine for storage and
transportation. Thickener overflow and filter press filtrate containing sodium silicate and
flocculants will be returned to the cleaner circuit for pulp conditioning and to serve as rinsing
water.
BUSINESS
– 278 –


--- page 290 ---
The following diagram illustrates the designed cleaner and concentrate dewatering
flowsheet for the Boguty Project:
Heated cleaner
Cleaner 1
Cleaner 2
Scavenger 1
Heated cleaner
tailings
Scavenger 2
Cleaner 3
Sodium silicate 4800g/t
T° = 90~95°C
t = 60min
Conc = 50~55%
Heated Cleaner
Circuit
3'
3'
3'
5'
4'
3'
Scheelite
concentrate
Sodium silicate 200g/t
Sodium silicate    100g/t
Scavenger 3
3'
Cleaner 4
Cleaner 5
3'
2'
Thickening
Filter
Dry
Steam
Overflow
Rougher concentrate
Concentrate
Dewatering Circuit
Oleic acid
collector 1.6g/t
Source: Independent Technical Report
According to the Independent Technical Report, given the planned installation of an ore
sorting circuit in phase II of the commercial production, it is reasonable to adopt the
crushing-grinding flowsheet which is mature and stable. Based on the ore sorting test results,
the Independent Technical Consultant is of the opinion that ore sorting is viable but
recommends conducting experiments with multiple ore sorting machines produced by different
manufacturers to identify the most suitable equipment for on-site industrial tests. According to
the Independent Technical Report, the flotation flowsheet used to recover scheelite is also a
mature technique without major defects but it will be necessary to continuously monitor the
impact of return water on the processing indices and treat the return water when necessary.
Based on the Competent Person’s site visit and inspection, the Independent Technical
Consultant is of the view that the processing plant has been built to a high standard to date.
BUSINESS
– 279 –


--- page 291 ---
Production capacity and plan
The processing plant is expected to be developed in two phases and our constructions has
accommodated such phased development. We commenced phase I commercial production in
April 2025 with a target annual mining and processing capacity of 3.3 Mtpa, or 10,000 tpd, of
tungsten ore in 2025. In phase II which is planned to begin in the first quarter of 2027, the
target annual mining and processing capacity will be raised to 4.95 Mtpa, or 15,000 tpd, of
tungsten ore. The processing plant is designed to operate 24 hours per day, 7 days per week on
a three-shift basis, which is equivalent to 7,920 hours annually or a utilization rate of 90.4%.
The utilization rate of 90.4% is a common indicator according to which non-ferrous mining
enterprises typically design and arrange their productions, which entails production for 330
days per year (three shifts/24 hours per day) and annual maintenance and planned production
shutdown for the remaining 35 days in each year, which is also reasonable according to the
Independent Technical Consultant. While the Boguty tungsten mine is located in an area with
severe weather conditions, including an extremely low temperature of below -10 ˚C for about
two months each year, such weather condition is unlikely to cause a material negative impact
on our operations because (i) the construction of our mining operations has taken into account
the cold protection and anti-slip measures for the winter, (ii) the Charyn River, our primary
source of water supply, is not frozen throughout the year, and (iii) our processing facilities are
closed and equipped with insulation measures, and we have a heated cleaner circuit which
would further limit any impact from the cold weather conditions on our processing. As a result,
we believe that there is no major factor that would impact our continuous production at the
Boguty tungsten mine throughout the year. The table below summarizes the designed
processing parameters for our Boguty Project:
Phase Product Capacity Capacity Yield Grade Recovery
(tpd) (tpa) (%) (WO 3) (WO 3)
Phase I /H1118/H1118/H1118/H1118/H1118Concentrate 28.22 9,313 0.282 65.00 83.00 (Note 1)
Tailings 9,972 3,290,687 99.718 0.038 17.00
Raw ore 10,000 3,300,000 100.000 0.221 100.00
Phase II
with ore
sorting /H1118/H1118/H1118/H1118
Concentrate 42.94 14,171 0.286 65.00 78.85
Tailings 9,957 3,285,829 66.380 0.050 14.05
Waste 5,000 1,650,000 33.333 0.050 7.10
Raw ore 15,000 4,950,000 100.000 0.236 100.00
Source: Independent Technical Report
Note:
1 Target recovery of 75% in H2 2025.
The table below summarizes the target throughput of our Boguty Project:
Throughput H2 2025 2026 2027
2028
onwards
Mt /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.65 3.80 4.95 4.95
Source: Independent Technical Report
BUSINESS
– 280 –


--- page 292 ---
Machinery and equipment
Our mining activities require various types of machinery and equipment, including but
not limited to, DTH drill rigs, excavators, trucks, dozers and front-end loaders. Such machinery
and equipment are expected to be purchased by our contractors as we have adopted the EPC
model and engaged CCECC (including its local branch in Kazakhstan) as our EPC contractor,
which arrangement is further elaborated in “—Our Suppliers and Contractors” below.
OUR PRODUCT
Our product comprises scheelite concentrate containing 65% WO
3. Scheelite concentrate
containing 65% WO 3 is an intermediate in the recovery of tungsten from its minerals, and
tungsten has a higher melting point and density, and good high-temperature resistivity and
thermal stability, leading to a growing demand globally, according to Frost & Sullivan.
Our product is a commodity and we expect the biggest factor affecting its price will be
the corresponding commodity price indexes which are in turn affected by global supply and
demand. We expect pricing terms in sales contracts we enter into will explicitly make reference
to such price indexes and database, subject to adjustment based on the quality of the tungsten
ore concentrates. In addition, according to Frost & Sullivan, high-end tungsten products are
expected to be in higher demand and command higher selling prices.
We commenced the phase I commercial operation of the Boguty Project in April 2025,
with a target annual mining and processing capacity of 3.3 Mtpa, or 10,000 tpd, of tungsten ore
in 2025. In addition, we expect to bring our phase II Boguty Project into commercial
production in the first quarter of 2027, while the target annual mining and processing capacity
will be raised to 4.95 Mtpa, or 15,000 tpd, of tungsten ore. We derived all of our revenue from
sales of tungsten concentrate for the six months ended June 30, 2025. The following table sets
forth the production volume, sales volume, revenue and average selling price of tungsten
concentrate produced by us:
For the six months ended June 30,
2025
Production
Volume Sales Volume Revenue
Average
Selling Price 1
tons tons HK$’000 HK$’000/ton
Tungsten concentrate /H1118/H1118/H1118/H1118/H1118/H1118/H11181,205 826 126,313 152.9
1 Arithmetic calculation by dividing the revenue by the sales volume.
BUSINESS
– 281 –


--- page 293 ---
SALES AND MARKETING
Apart from tungsten ore concentrate, we plan to carry out further processing steps to
produce ammonium paratungstate (APT) and tungsten carbide powder (WC) using the net
proceeds from the Global Offering. For more details, see “Future Plans and Use of Proceeds.”
We expect to sell our tungsten products primarily to the PRC in the near term.
Customers and sales agreements
As of the Latest Practicable Date, we had entered into scheelite sales agreements with (i)
Jiangxi Copper Hong Kong Company Limited, which is our connected person, and (ii) Jiangxi
Tungsten Corporation Limited, which is an Independent Third Party, with respect to the sales
of scheelite concentrate in 2025 and 2026. During the Track Record Period, we only generated
revenue from one customer, Jiangxi Tungsten Corporation Limited, since we just commenced
commercial production for phase I in April 2025 and only made sales to this customer pursuant
to our sales agreements with them. Jiangxi Copper Hong Kong Company Limited is our
connected person, our transactions with them would constitute non-exempt continuing
connected transactions under Chapter 14A of the Listing Rules after the Listing, see
“Connected Transactions—Non-exempt continuing connected transactions subject to reporting,
annual review, announcement and independent shareholders’ approval requirements—Scheelite
sales agreement” for details.
The following table sets forth the background information on the parties who had entered
into sales agreements with us as of the Latest Practicable Date and information on the relevant
sales agreements:
Name Location
Date of
establishment
Nature of
business
Product
name
Date of sales
agreement
Estimated
delivery time
Total
estimated
delivery
quantity
tons
ʮ
̡ (Jiangxi
Tungsten
Corporation
Limited) /H1118/H1118/H1118/H1118/H1118/H1118
Jiangxi,
PRC
December 16,
2005
Rare metals
mineralization
Scheelite
concentrate
containing
55%-60%
WO
3
December 8,
2024 through
July 15,
2025
(1)
April 2025 to
June 2026
3,000
ʮ
̡ (Jiangxi Copper
Hong Kong
Company Limited)
Hong
Kong
February 28,
2012
Metal trading Scheelite
concentrate
containing
65% WO
3
April 2, 2025
(as amended
by a
supplemental
agreement
dated July
31, 2025)
January 2026
to December
2026
1,650
BUSINESS
– 282 –


--- page 294 ---
Note:
(1) We entered into a framework sales agreement with Jiangxi Tungsten Corporation Limited and its subsidiaries,
Jiangwu Tungsten Trading Hong Kong Co., Ltd., on December 8, 2024 and July 15, 2025, respectively. These
framework agreements set out the estimated monthly delivery amount and total estimated delivery amount
during the contract period, and also provided that the actual delivery amount for each month shall be further
agreed to between the parties, which shall not be less than 60% of the estimated amount. We entered into a
separate sales agreement with Jiangxi Tungsten Corporation Limited or Jiangwu Tungsten Trading Hong Kong
Co., Ltd. for each batch of products actually delivered, which set out the delivery amount and price, based on
the specifics of the relevant products.
We only had one customer during the Track Record Period, and none of our Directors or
their associates, and none of our existing Shareholders who (to the knowledge of our Directors)
own more than five percent of our issued share capital, had any interest in this customer.
Measures to mitigate the risk associated with deriving our revenue from a very limited
number of customers
To mitigate the risk of deriving our revenue from a very limited number of customers, we
had implemented and intend to implement the following measures:
(i) maintain and strengthen our relationship with our current customer through regular
contacts with it which can enable us to obtain first hand information on its business
condition thereby allowing us to formulate alternative sales plan in case of any
contingency; and
(ii) continuously broadening our potential customers base so as to mitigate the risk that
any one of our customers is to substantially reduce the quantity of the order they
place with us or is to terminate their business relationship with us entirely, we can
obtain orders from these potential customers to replace any such lost sales on
comparable terms.
According to Frost & Sullivan, there is a growing demand for tungsten globally, and our
tungsten products are a standard metal commodity that is used widely in various industries,
leading to a stable market demand. As such, our Directors are of the view that even if any of
our customers does not honor its contractual obligations, we will be able to find substitute
customers on commercially acceptable terms.
According to Frost & Sullivan and our internal research on the tungsten market, tungsten
concentrate smelting (which produces APT and WC) is the main downstream industry for
tungsten concentrate products and it is mainly concentrated in China, where the tungsten
concentrate smelting capacity has far exceeded the tungsten concentrate production capacity.
Furthermore, given that the PRC government has reduced mining targets for domestic tungsten
mining companies and imposed tightened environmental requirements for mining companies,
and taking into account the short supply of tungsten concentrates globally, we plan to take
advantage of our abundant tungsten resources to find specific potential customers by
BUSINESS
– 283 –


--- page 295 ---
establishing our market position in the tungsten products as well as finding potential customer
group through resources provided by the local tungsten industry association. As a result, we
believe that we can keep in touch with several tungsten concentrate smelting companies in
China, indicating a strong desire to buy tungsten concentrate from us once we commence
production and potentially reach an exclusive supply deal. We sell our tungsten concentrate to
buyers in China mainly through the direct sales model. After we commence the production of
APT and WC in the future, we may also sell our products to Europe and other overseas markets.
As we are not subject to the EU anti-dumping duties, we believe that we will have a
comparative advantage in market competition for APT and WC. We plan to adopt both the
direct sales and the distribution models in these markets in order to establish and maintain
customers while continue to expand customer resources.
Product returns and warranty
After the tungsten concentrate is transported to the warehouse designated by our
customers or other location agreed upon by both parties, our customers are allowed to carry out
inspection on the tungsten concentrate in accordance with the quality standards agreed in the
sales agreement. During the Track Record Period and up to the Latest Practicable Date, we had
not incurred any expenses as a result of return of our tungsten concentrate or warranty claims
or received any material complaint or product liability claim from any customer.
We plan to set up a sales and marketing department responsible for carrying out sales and
marketing activities. Initially the sales and marketing department is expected to comprise sales
personnel in both China and Kazakhstan. We may adjust the department structure to cater to
our operational needs. The sales and marketing department will primarily be responsible for (i)
establishing complete customer records and handling after-sales quality complaints, product
return/exchange and customer feedbacks in accordance with the established management
measures for product sales and customer satisfaction survey and evaluation system; (ii) timely
providing customer feedback to the technical, production and quality control departments to
improve product quality and performance; and (iii) improving the relevant sales and marketing
system and workflow based on work progress.
TRANSPORTATION
The Boguty tungsten mine lies 180 km east of Almaty, the largest city in Kazakhstan, and
it takes approximately 2.5 hours to drive from Almaty to the Boguty tungsten mine via the A2
highway, a national highway in Kazakhstan. The Boguty tungsten mine is located 160 km west
of the Khorgos crossing with China, which can also be accessed via the A2 highway located
on the north side of the mine area. A railway connecting Khorgos and Almaty is located
approximately 20 km north of the Boguty tungsten mine area. The Boguty tungsten mine is also
adjacent and has been connected to the 352 interstate highway located on the south side of the
mine area by an access road built by us. Such road is flat and open all year round as there is
no tunnel, river with large water flow or bridge on it. We believe this would allow a seamless
process for transporting raw material or equipment to the Boguty tungsten mine as well as for
selling the tungsten products to our customers in the future. We have not experienced any
BUSINESS
– 284 –


--- page 296 ---
difficulties in establishing connections to these crucial transportation routes for the Boguty
Project and we have successfully delivered our products to the customer during the Track
Record Period. The closest international airport to the Boguty tungsten mine is located in
Almaty, with regular flights to regional and key cities in Kazakhstan and overseas. The
following map shows the main transportation and access for the Boguty tungsten mine:
Source: Independent Technical Report
We source and procure most equipment and materials from China through the Khorgos
Port, which is the same route for the export of our tungsten products to customers in China.
Export of tungsten products to other overseas markets are expected to be achieved by the
Trans-Caspian International Transport Route (TCITR), an international logistics infrastructure
corridor which starts in China and extends through Kazakhstan, the Caspian Sea, Azerbaijan,
Georgia, Turkey and on to Europe. The nearest rail station on TCITR to the Boguty tungsten
mine is the Altynkol station in the Kazakhstan side of Khorgos Port with a distance of
approximately 160 km.
As of the Latest Practicable Date, the main access road to the Boguty tungsten mine had
been constructed and branched from the A2 all-weather highway. The road i s 9 m wide, paved
with graded rock fragments, from bottom to top 22 cm mixed gravels basement, 25 cm graded
gravels and 3-4 cm wearing coarse.
BUSINESS
– 285 –


--- page 297 ---
UTILITIES AND RA W MATERIALS
Water Supply
We require water for the constructions and operations of the Boguty Project. According
to the Independent Technical Report, the Boguty tungsten mine area is in proximity to the
Charyn River that is located 22 km southeast of the mine area. The Charyn River is our primary
source of water for the Boguty Project and we have been abstracting river water from it in
accordance with a water use permit issued by the relevant competent authority. We had
abstracted water from the Charyn River through transportation provided by CCECC during the
construction stage of our Boguty Project. As of the Latest Practicable Date, we had completed
the construction of our water pipelines connecting to the Charyn River and we had started to
abstract water through our water pipelines when our Boguty Project commenced commercial
production. As advised by Frost & Sullivan, it is common for a mining company to construct
specific water supply systems depending on the actual environment surrounding a mine and
accordingly, there is no set market price for water use in the mining industry. During the Track
Record Period and up to the Latest Practicable Date, we did not experience any water supply
shortage that resulted in a material interruption of our operations. We believe that our water
supply system will continue to be stable and sufficient for our planned scope of operation.
Electricity Supply
The Shelek Central Substation, a regional power station with 120 MW capacity, is located
119 km from the mine area. A 110 kV overhead transmission line distributes power from the
Shelek Central Substation to the Chundzha Substation, which is south of the the mine area. We
have obtained permission from the relevant competent authority to connect and supply power
to the mine area at market rates by installing a new 7 km overhead power line branching from
the existing 110 kV transmission line. In September 2023, we completed the construction of
our own substation to adjust the AC voltage level as suitable for our operations. During the
Track Record Period and up to the Latest Practicable Date, our operations had not been
materially interrupted by any shortage of electricity.
Raw materials
The raw materials for our production are mainly consumables used in our production
process which include water glass, sodium carbonate, collector and steel ball. During the Track
Record Period, raw material prices have remained relatively stable. In 2022, 2023 and 2024 and
the six months ended June 30, 2024 and 2025, our purchases of raw materials amounted to nil,
nil, HK$5.4 million, HK$5.4 million and HK$48.1 million, respectively. During the Track
Record Period and up to the Latest Practicable Date, we did not encounter any significant delay
or shortage in the supply of raw materials. As part of our quality control on some of the
consumables such as steel balls and filter cloth we purchase, we examine these consumables
when they are delivered and would return any consumables which are below standard.
BUSINESS
– 286 –


--- page 298 ---
To maintain our relationship with our customers, we do not expect to increase the price
of our product due to increase of raw material price if such increase does not materially affect
our profit margin. To minimize our exposure to fluctuation of raw material price and to avoid
shortage or delay in the supply of raw materials, we plan to implement the following measures:
 we will negotiate with our suppliers and request for discounts on the raw materials;
 we will maintain at least two suppliers for each of the raw materials to prevent
over-reliance on any particular supplier so that we will be able to source the raw
material from the supplier which can offer the lowest price; and
 we will review and monitor our raw materials inventory level on a periodical basis
to maintain an appropriate level of inventory. This will allow us to determine the
quantity of raw material we should procure taking into account our inventory level
and the price of such raw material.
OUR SUPPLIERS AND CONTRACTORS
During the Track Record Period, we primarily focused on preparing the Boguty Project
for commercial production and our suppliers mainly included suppliers for construction,
engineering and transportation services, while after commencing production, our suppliers
mainly included suppliers for water glass, sodium carbonate and collector. We consider several
factors in the evaluation and selection process of our suppliers and contractors, such as their
background, reputation, industry experience, the enforcement status of their anti-commercial
bribery policies and the quality and prices of their goods or services. We typically select our
suppliers by open tenders in accordance with the relevant Kazakhstan laws and regulations and
the SSU Code. In particular, the public tender procedure only applies to suppliers and
contractors who are to be engaged for works and services within the scope of the SSU Contract
(e.g., it does not cover the construction works for the processing plant). For each open tender,
we usually publish an announcement on the tender together with a list of goods, work or
services we need and technical requirements for the potential suppliers and enter into an
agreement with the supplier with the winning proposal. During the Track Record Period, all of
our suppliers and contractors were engaged through the public tender process as required under
relevant Kazakhstan laws and regulations and the SSU Code where such requirements were
applicable.
To ensure an efficient and smooth process of our construction, we have adopted the EPC
model and engaged CCECC (including its local branch in Kazakhstan) as our EPC contractor
for construction activities through an open tender based on evaluation and selection procedures
conducted by a committee comprising of four experts selected by a third party and a
representative from our Company. Under the EPC contract, CCECC shall be responsible for
equipment procurement during the construction period and CCECC shall procure equipment
from a list of suppliers designated by us and through open tenders. To ensure the quality of the
equipment constructed, CCECC is also required to supervise the entire process of equipment
procurement, manufacturing and delivery. CCECC is responsible for completing our
BUSINESS
– 287 –


--- page 299 ---
construction project (including the construction of the beneficiation plants, tailings ponds and
necessary mining infrastructure, such as the ancillary and utilities systems, transportation and
administrative facilities) in accordance with quality standards in both Kazakhstan and China.
CCECC may engage subcontractors for certain aspects of the project. The selection of any
subcontractors must be reviewed and approved by us, and we consider various key factors in
such selection process, including but not limited to their licenses and qualifications, track
record and industry experience. The term of the EPC contract was expected to be 730 days,
starting from August 1, 2021. However, CCECC experienced certain delays in their
construction activities due to various factors, such as the travel and cross-border transportation
restrictions in connection with the COVID-19 pandemic, and had not completed the
constructions in accordance with the term of the EPC contract. In light of such delay, we
entered into two supplemental agreements with CCECC on July 20, 2023 and December 31,
2023, respectively, and amended the expected construction completion time from July 31, 2023
in the original EPC contract to September 30, 2024. The total contract sum payable by us to
CCECC under the EPC contract is RMB1,091.6 million, including two advance payments
totaling 15% of the contract sum and subsequent monthly payment installments according to
the actual progress of constructions completed in each period.
Our Directors confirmed that we did not experience any material quality or safety issues
with our contractors or subcontractors during the Track Record Period and up to the Latest
Practicable Date. For risks related to our contractors and subcontractors, please refer to “Risk
Factors—Risks Relating to Our Business—We rely on contractors for constructions and future
mining operation.”
On October 17, 2024, we have entered into a mining services procurement agreement with
a local subsidiary of CCECC in Kazakhstan (the “ Mining Services Procurement
Agreement ”), pursuant to which Subsidiary ZV will procure stripping and mining work in the
open pit mining from CCECC’s subsidiary in Kazakhstan in the production phase of the Boguty
Project. For more details of principal terms of the Mining Services Procurement Agreement,
please refer to “Connected Transactions—Mining Services Procurement Agreement.”
In the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30,
2025, purchases from our five largest suppliers amounted to HK$214.0 million, HK$745.7
million, HK$589.0 million and HK$178.6 million, respectively, accounting for 94.2%, 97.7%,
95.8% and 82.8% of our total purchases, respectively. Purchases from our largest supplier for
the same periods, CCECC, amounted to HK$202.6 million, HK$727.1 million, HK$575.8
million and HK$69.7 million, respectively, representing 89.2%, 95.2%, 93.6% and 39.0% of
our total purchases, respectively. The following tables set forth a breakdown of our purchases
from our five largest suppliers during the Track Record Period and their respective background
information:
BUSINESS
– 288 –


--- page 300 ---
Five Largest Suppliers
in 2022
Purchase
amount
Percentage
of total
purchases Background and principal business 1
Major
products/
services
purchased
Business
relationship
since Location Credit terms
Payment
method
HK$’000 %
CCECC 2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118202,574.6 89.2 A state-owned company engaged in project
contracting, civil engineering design and
consultancy, industrial park construction,
development and operation, real estate
development and property management,
investment, railway operation, industrial
mining, import and export, hotel
management and travel services, with a
registered capital of RMB3.0 billion
Construction
Service
2020 Global 1. 15% prepayment before commencement of the
work;
2. 7% long term accounts payable;
3. Payment within 14 days of receipt of invoice
issued each month.
Wire
Transfer
Supplier A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,177.0 2.7 A state-owned company engaged in project
integration, new energy industry and
resource development, with a registered
capital of RMB2.0 billion
Engineering
Design
Service
2019 Global 1. 15% prepayment within 5 days after the contract
becomes effective;
2. 15% payment within 5 days after the submission
of preliminary design documents;
3. 15% payment within 7 days after the submission
of the national examination document;
4. 10% payment within 7 days after the approval of
the national examination document;
5. 10% payment when submitting construction
drawings of primary crushing station and raw ore
long-distance conveying belt;
6. 10% payment when submitting the civil
construction drawings of the main plant;
7. 10% payment after submitting construction
drawings of tailings dam;
8. 10% payment when submitting all construction
drawings;
9. 5% payment after completion and acceptance.
Wire
Transfer
BUSINESS
– 289 –


--- page 301 ---
Five Largest Suppliers
in 2022
Purchase
amount
Percentage
of total
purchases Background and principal business 1
Major
products/
services
purchased
Business
relationship
since Location Credit terms
Payment
method
HK$’000 %
Supplier B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,698.7 1.2 A private company engaged in provision of
engineering, technical supervision, design
and construction work services
Engineering
Supervision
Service
2021 Kazakhstan 1. 30% prepayment within 15 days after signing the
agreement;
2. 65% payment for work done each month;
3. 5% payment after completing all work.
Wire
Transfer
Supplier C /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,435.0 0.6 A state-owned company engaged in provision
of insurance and other services for foreign
trade and foreign investment cooperations,
including medium and long term export
credit insurance, overseas investment
insurance, short-term export credit
insurance, domestic credit insurance and
other export credit insurance services, with
a registered capital of RMB27.2 billion
Overseas debt
Investment
Insurance
2022 China Full payment within 30 days from the date of service
of the premium notice.
Wire
Transfer
Supplier D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,163.2 0.5 A private company engaged in retail sales of
motor vehicles
Loader and
Tractor
Mower
2021 Kazakhstan Full prepayment within 3 calendar days from the date
of invoice.
Wire
Transfer
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118214,048.4 94.2
BUSINESS
– 290 –


--- page 302 ---
Five Largest Suppliers
in 2023
Purchase
amount
Percentage
of total
purchases Background and principal business 1
Major
products/
services
purchased
Business
relationship
since Location Credit terms
Payment
method
HK$’000 %
CCECC 2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118727,129 95.2 A state-owned company engaged in project
contracting, civil engineering design and
consultancy, industrial park construction,
development and operation, real estate
development and property management,
investment, railway operation, industrial
mining, import and export, hotel
management and travel services, with a
registered capital of RMB3.0 billion
Construction
Service
2020 Global 1. 15% prepayment before commencement of the
work;
2. 7% long term accounts payable;
3. Payment within 14 days of receipt of invoice
issued each month.
Wire
Transfer
Supplier A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,966 1.0 A state-owned company engaged in project
integration, new energy industry and
resource development, with a registered
capital of RMB2.0 billion
Engineering
Design
Service
2019 Global 1. 20% payment within 7 days after projectors arrive
at the site;
2. 20% payment when projectors arrive for six
months and 30% of the work is completed;
3. 25% payment when projectors arrive for one year
and another 30% of the work is completed;
4. 25% payment when projectors arrive for one and a
half years and another 30% of the work is
completed;
5. 10% payment after completion of remaining 10%
of the work and completion and acceptance of the
project
3.
Wire
Transfer
BUSINESS
– 291 –


--- page 303 ---
Five Largest Suppliers
in 2023
Purchase
amount
Percentage
of total
purchases Background and principal business 1
Major
products/
services
purchased
Business
relationship
since Location Credit terms
Payment
method
HK$’000 %
Supplier B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,175 0.7 A private company engaged in provision of
engineering, technical supervision, design
and construction work services
Engineering
Supervision
Service
2021 Kazakhstan 1. 30% prepayment within 15 days after signing the
agreement;
2. 65% payment for work done each month;
3. 5% payment after completing all work.
Wire
Transfer
Supplier C /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,214 0.4 A state-owned company engaged in provision
of insurance and other services for foreign
trade and foreign investment cooperations,
including medium and long term export
credit insurance, overseas investment
insurance, short-term export credit
insurance, domestic credit insurance and
other export credit insurance services, with
a registered capital of RMB27.2 billion
Overseas
Debt
Investment
Insurance
2022 China Full payment within 30 days from the date of service
of the premium notice.
Wire
Transfer
BUSINESS
– 292 –


--- page 304 ---
Five Largest Suppliers
in 2023
Purchase
amount
Percentage
of total
purchases Background and principal business 1
Major
products/
services
purchased
Business
relationship
since Location Credit terms
Payment
method
HK$’000 %
Supplier E /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,192 0.3 A private company engaged in provision of
services to facilitate mineral extractions
Drilling
Services
2023 Kazakhstan 1. 30% prepayment under full service costs within 5
days after signing of the agreement;
2. 65% payment for work done each month;
3. 5% remaining payment after completion of all
work.
Wire
Transfer
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118745,676 97.7
Five Largest Suppliers
in 2024
Purchase
amount
Percentage
of total
purchases Background and principal business 1
Major
products/
services
purchased
Business
relationship
since Location Credit terms
Payment
method
HK$’000 %
CCECC 2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118575,754 93.6 A state-owned company engaged in project
contracting, civil engineering design and
consultancy, industrial park construction,
development and operation, real estate
development and property management,
investment, railway operation, industrial
mining, import and export, hotel
management and travel services, with a
registered capital of RMB3.0 billion
Construction
Service
2020 Global 1. 15% prepayment before commencement of the
work;
2. 7% long term accounts payable;
3. Payment within 14 days of receipt of invoice
issued each month.
Wire
Transfer
BUSINESS
– 293 –


--- page 305 ---
Five Largest Suppliers
in 2024
Purchase
amount
Percentage
of total
purchases Background and principal business 1
Major
products/
services
purchased
Business
relationship
since Location Credit terms
Payment
method
HK$’000 %
Supplier F /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,491 0.7 A state-owned company engaged in strategic
planning, investment planning, planning and
design and engineering management
Engineering
services
2021 China 1. 30% payment as first payment;
2. 70% payment for work done each month;
3. additional amount (5% payment) within 30 days
after completion of project settlement.
Wire
Transfer
Supplier B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,008 0.7 A private company engaged in provision of
engineering, technical supervision, design
and construction work services
Engineering
Supervision
Service
2021 Kazakhstan 1. 30% payment within 15 days after signing of the
service agreement;
2. 65% payment for work done each month;
3. remaining 5% payment after completion of all
work.
Wire
Transfer
Supplier G /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,531 0.4 An energy supply organizations in Kazakhstan
that supplies electricity to residents and
enterprises and operates in both the
wholesale and retail electricity markets
Engineering
Supervision
Service
2021 Kazakhstan 1. 30% payment within 5 days after the date of
notice to commence work;
2. 70% payment to be made as the design supervision
progresses and is put into operation.
Wire
Transfer
Jiangxi Copper
Corporation /H1118/H1118/H1118/H1118/H1118/H1118
2,243 0.4 A state-owned copper producer in China
engaged in the exploration, mining,
dressing, smelting, and processing of copper
and other non-ferrous metals
Raw material
supply
2020 China 1. 80% payment within 30 days after signing of
agreement;
2. 20% payment within 30 days after delivery and
acceptance of goods.
Wire
Transfer
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118589,027 95.8
BUSINESS
– 294 –


--- page 306 ---
Five Largest Suppliers
in the six months ended
June 30, 2025
Purchase
amount
Percentage
of total
purchases Background and principal business
1
Major
products/
services
purchased
Business
relationship
since Location Credit terms
Payment
method
HK$’000 %
CCECC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118102,174 71.5% A state-owned company engaged in project
contracting, civil engineering design and
consultancy, industrial park construction,
development and operation, real estate
development and property management,
investment, railway operation, industrial
mining, import and export, hotel
management and travel services, with a
registered capital of RMB3.0 billion
Construction
Service
2020 Global 1. 15% prepayment before commencement of the
work;
2. 7% long term accounts payable;
3. Payment within 14 days of receipt of invoice
issued each month.
Wire
Transfer
Jiangxi Copper
Corporation /H1118/H1118/H1118/H1118/H1118/H1118
14,640 10.2% A state-owned copper producer in China
engaged in the exploration, mining,
dressing, smelting, and processing of copper
and other non-ferrous metals
Raw material
supply
2020 China 1. Within six months after acceptance of goods and
receipt of invoice.
Wire
Transfer
Supplier H /H1118/H1118/H1118/H1118/H1118/H1118/H111811,519 8.1% A company in Kazakhstan engaged in the
production and sales of liquid water glass
Raw material
supply
2024 Kazakhstan 1. 70% payment within 10 days after signing of
agreement;
2. 30% payment on 25th of every month.
Wire
Transfer
Supplier I /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,650 2.6% A company in China engaged in
manufacturing, sales and installation of
metallurgical and mining equipment and
accessories
Raw material
supply
2024 China 1. 30% payment within 20 days after delivery;
2. 70% payment within 30 days after acceptance of
goods and receipt of invoice.
Wire
Transfer
Supplier J /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,014 2.1% A company in Kazakhstan engaged in the
sales and supply of electricity
Energy
Supply
2021 Kazakhstan 1. 30% under full service costs during 5 days, after
the date of issuing the notice to commence work;
2. 70% payments after the design supervision
progresses and is put into operation.
Wire
Transfer
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134,997 94.5%
Notes:
1. The information of registered capital of private companies in Kazakhstan is not publicly available.
2. The transaction amounts of CCECC and its local branch in Kazakhstan are combined on a group basis.
3. The transaction in 2023 and 2024 mainly derives from the contract entered into between Supplier A and Subsidiary ZV while transaction in 2022 derive s from the contract entered
into between Supplier A and our Company.
BUSINESS
– 295 –


--- page 307 ---
Save for CCECC and Jiangxi Copper Corporation, all of our five largest suppliers in each
year or period during the Track Record Period were Independent Third Parties. Save for
CCECC and Jiangxi Copper Corporation, none of our Directors or their associates, and none
of our existing Shareholders who (to the knowledge of our Directors) own more than five
percent of our issued share capital, had any interest in any of our five largest suppliers in each
year or period during the Track Record Period. See “History and Corporate Structure—Pre-IPO
Investments” for details of the background of CCECC.
INVENTORY MANAGEMENT
Since we only commenced phase I commercial production in April 2025, we had not
maintained any material inventory during the Track Record Period. Our inventory primarily
comprises ore extracted from our mining pits, crushed pre-concentrate and the final tungsten
ore concentrates. We target to maintain inventory levels in line with the fluctuations of market
tungsten prices. As of the Latest Practicable Date, we had built a warehouse within our
processing plant for storage of raw materials required for the production process and our
finished products. We have established inventory management guidelines for our inventory
management and stocktaking.
QUALITY CONTROL
We have implemented internal procurement management policies to ensure the quality of
our construction projects and the equipment procured, including arranging staff for onsite
supervision of equipment under development. We will continue to monitor their conditions
and typically suppliers are expected to provide a guarantee for the equipment for two years
after delivery and acceptance. We have also established quality control policies and measures
for our production of tungsten products, which are designed and implemented by the
departments of operation and production. We plan to strictly control and monitor major steps
of the production process to ensure that our products meet customers’ requirements.
MARKET AND COMPETITION
As advised by Frost & Sullivan, Kazakhstan is rich in mineral resources with Boguty
tungsten mine being the world’s largest open-pit tungsten mine in terms of Mineral Resources
of WO
3 as of December 31, 2024. We expect to primarily compete with tungsten producers in
the PRC. According to Frost & Sullivan, the major factors of competition in the tungsten ore
mining industry include abundance and quality of mineral reserves, costs of operation,
accessibility to infrastructure, access to capital and the ability to carry out downstream
processing to offer higher value-added products. We believe that our advantages, such as
abundance in our tungsten Resources, low production costs, experienced management team and
our proximity to potential customers in the PRC, will allow us to stay competitive in the
tungsten ore mining industry. In particular, our Boguty tungsten mine was the world’s fourth
largest tungsten mine as of December 31, 2024 in terms of Mineral Resources of WO
3, having
the world’s largest designed tungsten concentrate production capacity among single tungsten
mines, according to Frost & Sullivan. Although the recycling and reusing of tungsten waste are
BUSINESS
– 296 –


--- page 308 ---
on the rise, such trend is not expected to have a material impact on the tungsten industry in the
short term due to limited raw materials and the complexity of the recycling process. At present,
recycled and reused tungsten waste only accounts for a small portion (approximately 25%) of
tungsten production while the majority of tungsten products is still produced from tungsten
mining. Furthermore, according to Frost & Sullivan, recycling of tungsten is still in the early
stage of development and is considered not to affect the substitute tungsten from mining. One
of the main challenges in tungsten recycling is the low recovery rate of the metal. Tungsten is
often alloyed with other metals, such as nickel or iron, which makes it difficult to separate the
tungsten from the alloy during the recycling process. This difficulty results in a low recovery
rate, leading to certain amount of tungsten being lost during the recycling process. Meanwhile,
according to Frost & Sullivan, the export price of tungsten waste in China was around
RMB38.7 thousand/MT in 2024, while the price of tungsten concentrate in China was around
RMB20.2 thousand/MT in 2024. Tungsten concentrate from mining has maintained
competitiveness on price than tungsten waste. We believe our abundant tungsten resources will
allow us to gain significant market advantages in this industry. In addition, we also plan to
improve our mining efficiency and reduce costs through technological innovation in our mining
and processing workflow, optimizing resource allocation and enhancing our cost control, thus
improving our competitiveness in terms of price and quality. Furthermore, we may expand our
operations against a down market to take advantage of the lower costs typically observed in
such market and continue to strengthen our market position. We will also pay close attention
to risk management, including identifying and managing potential risks commonly seen in the
mining industry (such as metal price fluctuations, safety incidents and geopolitical risks), to
ensure a smooth operation in the future.
For further details, please refer to “—Competitive Strengths” and “Industry Overview.”
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
We strive to improve our environmental, social and governance (“ESG”) strategies to
create an efficient and diversified production environment.
Our ESG Policies and Working Group
We operate our business in a responsible and sustainable manner, and we are committed
to maintaining transparency and accountability to our shareholders and stakeholders, including
employees, communities around our mine, customers, professional organizations, non-
governmental organizations (NGOs) and competent authorities. We believe that our business
operations should not damage the environment and abide strictly by the national and local
environmental protection regulations of Kazakhstan when dealing with construction wastes,
hazardous wastes, water pollutants and exhaust gas emissions at our construction sites. We also
aim to keep abreast of changes in government policies and liaise with local government
agencies to ensure our compliance with relevant laws and regulations. To manage sustainability
efforts more effectively, we review our ESG frameworks on a regular basis, and have
formulated and revised ESG policies for the development stage of our Boguty Project.
BUSINESS
– 297 –


--- page 309 ---
During the Track Record Period, we primarily focused on the development of our Boguty
Project and our ESG working group was led by our safety and environmental protection
department. We aim to minimize our impact on the environment and natural resources in our
operations, and monitor and manage our use of resources, including energy, water and
construction materials at construction sites. We aim to ensure that wastes are handled in
compliance with applicable laws and regulations and provide a safe, diverse and inclusive
workplace for employees. In addition, we provide regular training, as well as fair and
competitive remuneration for employees.
Our established ESG policies mainly include the mine site environmental and ecological
policy, mine land reclamation plan, human resources policy, health and safety policy,
construction management policy, site safety appraisal policy and business ethics policies and
rules, which provide important guidance for our sustainability practices, allow us to oversee
the implementation of ESG measures and demonstrate our commitment to business integrity,
talent development, environmental protection and community development.
To implement our ESG policies more effectively, we have set up an ESG committee,
which comprises our Board, management and relevant departments. An ESG working group
has been established under the ESG committee. Our Board/ESG committee members possess
rich professional management capabilities in safety, environmental protection, occupational
health and other areas. We also have comprehensive management capabilities and a strong
sense of responsibility in fulfilling social responsibilities, operating in accordance with laws
and regulations and managing community relations. The ESG committee regularly convenes
meetings according to the working rules to discuss ESG-related matters and receive reports
from the ESG working group, and submits monthly written reports to the Board covering
ESG-specific work. Additionally, our Directors promptly make resolutions on ESG issues
raised by the management, formulate annual work plans and assign relevant indicators.
Our Board reviews and approves the strategies, objectives and major policies and
frameworks of our ESG work in China and Kazakhstan. In addition, our Board regularly
debriefs the ESG working group on the risks and opportunities relating to sustainability and
reviews their impact on our business strategies. Our Board also reviews the impact of climate
change and biodiversity loss on our business. Additionally, our management conducts monthly
inspections of the factory premises focusing on key aspects such as safety, environmental
protection and occupational health (with more systematic and larger-scale inspections
organized semi-annually and annually). Any issues related to inadequate compliance with
safety production regulations, environmental laws and regulations, occupational health
standards or other relevant requirements identified during the inspection process shall be
rectified promptly.
Our ESG working group is responsible for (i) dealing with all ESG-related matters; (ii)
overseeing and assessing any ESG-related risks that we may face in China and Kazakhstan;
(iii) fostering a corporate culture of safety and strictly implementing the occupational health
and safety system to ensure that all health and safety factors are taken into account; (iv)
identifying and assessing climate-related risks and opportunities that have a material impact on
us; (v) developing strategies of responding to climate change, setting targets of reducing
greenhouse gas (GHG) emissions and guiding implementation efforts; (vi) meeting periodically
BUSINESS
– 298 –


--- page 310 ---
to discuss and determine ESG-related issues that our management team needs to address; (vii)
reporting to our Board on ESG-related risks, opportunities and performance; and (viii) advising
our Board on ESG reports, strategies, initiatives and objectives. We have also engaged
independent third-party advisors as our ESG advisor (the “ESG Advisor”) to assess our ESG
risks and provide professional advices to our Board when necessary.
We integrate our Group’s business development, industry characteristics and national
policies with the expectations of stakeholders in identification, assessment and selection of
material ESG topics. We engage independent third-party consultants to assist in reviewing and
inspecting the list of material topics. Through stakeholder surveys and industry analysis, we
determine our Group’s material issues and focus on them during our business development
process. The most important ESG topics we have identified include adaptation to climate
change, environmental compliance, ecological protection, labor management, occupational
health and safety, business ethics and anti-corruption.
Identification and Assessment of ESG-related Risks
Based on the identified material ESG issues, we systematically assess ESG risks related
to our operations. Our ESG risks mainly involve: (i) environmental risks, including physical
and transition risks from the climate change, risk of environmental violations due to
non-compliant disposal of pollutants and ecological damage risks from mining operations; (ii)
social risks, such as health and safety hazards for miners during tungsten mining operations;
and (iii) governance risks, such as corruption risks resulting from non-compliant actions by
employees and suppliers, leading to damage to company interests and brand image. We strictly
adopt corresponding occupational health and safety production measures in accordance with
regulatory requirements during operation. Moreover, we organize safety inspections at least
once a month and promptly rectify any issues discovered to effectively safeguard the
occupational health and safety of our employees. Based on the industry experience, the main
cause of tungsten poisoning is long-term exposure of miners to tungsten gas or dust generated
during the production process. However, our project does not involve production processes that
may generate tungsten gas or dust, such as high temperature, high pressure, and chemical
reactions. In addition, the environmental impact assessment report of the Boguty Project also
indicates that there is no occupational health risk that may lead to tungsten poisoning during
operation. Therefore, based on the production process and the safety measures we have taken,
the miners involved in the Boguty Project will not be exposed to the risk of tungsten poisoning.
To further understand the impact of these risks on our ESG development, we describe the risk
content and employ quantifiable risk indicators for further detection and control, including:
BUSINESS
– 299 –


--- page 311 ---
Risk Type Risk Description Quantifiable Risk Indicators
Environmental Risks
Climate Change /H1118/H1118/H1118/H1118/H1118/H1118With increasing global
attention on climate
change, we are facing
more climate-related risks,
including physical risks
and transition risks. For
details on these risks and
the corresponding
mitigation measures, please
refer to the
“—Identification,
Assessment and
Management of Climate-
related Risks and
Opportunities—Climate-
related risks” below.
For our GHG emissions,
please refer to the
“Environmental
Protection—Use of
resources and GHG
emissions—Our resource
usage and
emissions—GHG
Emissions—Key
performance indicators.”
Environmental
Violations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
There are emissions of
environmental pollutants
such as exhaust gas,
wastewater and solid waste
in our production process,
and their emissions are
regulated by the local
environmental protection
authorities. Improper
environmental management
may lead to environmental
compliance risks. We
establish emission
reduction targets and
strictly adhere to
environmental laws and
regulations for the
collection, treatment and
disposal of pollutants.
For our environmental
pollutant emissions, please
refer to the
“Environmental
Pollutants—Environmental
pollutant
management—Key
performance indicators.”
BUSINESS
– 300 –


--- page 312 ---
Risk Type Risk Description Quantifiable Risk Indicators
Ecological Damage /H1118/H1118/H1118/H1118Our business primarily
involves tungsten mining,
which can have negative
impacts on water
resources, soil environment
and surrounding ecological
vegetation. There is a risk
of causing ecological
imbalance. We will
mitigate this risk through
ecological restoration
projects at the mine,
including measures such as
clearing waste rock piles
and planting trees and
grass to protect the
biodiversity and ensure the
stability of the ecosystem.
The area for ecological
restoration will be
disclosed once mining
operations conclude and
the mine rehabilitation
phase begins in the future.
Social Risks
Health and Safety /H1118/H1118/H1118/H1118/H1118During our tungsten mining
operations, various
activities such as rock
drilling, blasting,
tunneling, mining, loading,
unloading and
transportation may pose
negative impacts on the
health and safety of our
employees, potentially
leading to safety accidents.
Therefore, we have
implemented internal
policies for emergency
response in safety and
security aspects. We
conduct regular inspections
to identify safety hazards,
classify and control these
hazards and provide
safety-related training and
drills.
 We had no employee
fatalities due to work-
related incident during
the Track Record Period
and up to the Latest
Practicable Date.
 We had not lost any
workdays due to work-
related injuries for
employees during
the Track Record Period
and up to the Latest
Practicable Date.
BUSINESS
– 301 –


--- page 313 ---
Risk Type Risk Description Quantifiable Risk Indicators
Governance Risks
Bribery and
Corruption /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
We are fully aware that
employees, suppliers and
others failing to adhere to
business ethics or causing
losses to us may harm our
brand image. Therefore,
we strictly prohibit
employees from accepting
or soliciting bribes from
stakeholders and customers
in any form. Additionally,
we require suppliers to
make anti-bribery
commitments to further
ensure that our business
operations comply with
business ethics.
 We had no corruption
incidents during the Track
Record Period and up to
the Latest Practicable
Date.
Identification, Assessment and Management of Climate-related Risks and Opportunities
Climate change is a major global challenge and one of the key factors that will affect our
sustainability agenda. To minimize its impact, we take an active part in global climate
governance, seek new measures for managing climate change impact and make climate action
a pillar of our ESG efforts. Based on the recommendations of the Task Force on Climate-
Related Financial Disclosure (TCFD), we have initially identified climate-related risks
considering our business characteristics, and expect to regularly monitor, assess, and analyze
such risks. In response to the climate-related risks and opportunities identified, we have also
prepared target initiatives for our operations. Furthermore, we plan to regularly disclose our
response initiatives and future development plans after the Listing, and take on our corporate
environmental responsibility to mitigate the adverse impacts of climate change.
BUSINESS
– 302 –


--- page 314 ---
Climate-related risks
We have assessed our environmental impact of our Boguty Project in Kazakhstan and
strived to minimize and avoid the adverse environmental impacts throughout the project in
strict accordance with the applicable environmental protection laws and regulations. We have
identified the following climate-related physical risks and transition risks and their potential
impact on our business and financial performance in the short (1 to 3 years), medium (3 to
5 years) and long (5 to 10 years) terms.
Categories
Time
scale
Climate-related
risk Potential impact
Potential
financial
impact
Physical
risks /H1118/H1118/H1118/H1118
Acute physical
risks
Short and
medium
terms
Frequent occurrence
of extreme
weather events
such as strong
winds, blizzards,
hailstorms,
droughts and dust
storms
 Impacts on workforce
management and
planning (e.g.,
employee safety
problems leading to
absenteeism) and
reduced operational
efficiency.
Medium
Chronic
physical
risks
Long term Global warming
exacerbates
 Extreme heat increases
the demand for water
and energy, ultimately
leading to an unstable
water supply;
 strong winds cause
damage to machinery
and lead to additional
costs such as
maintenance costs; and
 disruption of roads
due to landslides,
leading to a reduction
in the efficiency of the
transportation and
operational process.
High
Long term Average temperature
rises
BUSINESS
– 303 –


--- page 315 ---
Categories
Time
scale
Climate-related
risk Potential impact
Potential
financial
impact
Transition
risks /H1118/H1118/H1118/H1118
Policy and
legal
Short term Increased pricing of
GHG emissions
 Increased compliance
costs
Medium
Short term Strengthened
obligations for
emissions
disclosure
Medium
and long
terms
More rigorous
regulations of
pollutant
emissions
Technology Medium
and long
terms
R&D and
investment in low
carbon transition
technologies
 Outdated business-
related low carbon
technologies that lead
to declined
competitiveness,
affecting our market
share; and
 increased costs of
adopting new
technologies and
processes.
High
Market Medium
and long
terms
Increased concern
or negative
feedback from
stakeholders
 Negative impacts of
talent management and
planning ( e.g., talent
loss) leading to a
decline in our
profitability; and
 shareholders’
preference for green
and low carbon may
lead them to abandon
investment in related
businesses.
High
As the climate change intensifies, we are increasingly prioritizing responses to climate-
related risks. Based on our current financial impact assessment, we plan to further review our
historical and anticipated future compliance costs related to climate change as we continue to
develop the Boguty Project. We will scientifically allocate resources for climate-related
investments to mitigate the negative impacts of climate change. Simultaneously, we aim to
seize opportunities for climate transition and pursue a path of green and low-carbon
development. Based on the above identified climate change risks, we have developed the
following responses to mitigate or prevent adverse impacts of climate change.
BUSINESS
– 304 –


--- page 316 ---
Responses to physical risks
Increased health and safety
risks /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 Pay close attention to weather forecasts and take
measures in advance to cope with extreme
weather;
 formulate emergency plans and reserve emergency
supplies in advance;
 conduct regular safety training and emergency
drills to improve employees’ ability to prevent and
handle accidents; and
 adopt measures to prevent heatstroke and adjust
the working hours of employees timely.
Increased water stress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Increase the proportion of water recycled to avoid the
impact of extreme weather on water supply and
water-consuming equipment.
Mechanical damage /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Formulating contingency plans for typhoons and
stockpiling sufficient emergency supplies; and
 purchase natural disaster insurance for assets such
as machinery and equipment, so that we can be
compensated for damage caused by extreme
weathers.
Landslides caused by heavy
precipitation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 Regular safety inspections are carried out and
preventive programs are proposed for geologically
unstable areas;
 interception of rainwater and snowmelt water
infiltrating from the surface, and construction of
embankments at the locations where water flows
converge (low-lying areas) based on the mining
work plan; and
 installation of hillside drains with a width of 0.6
meters at the bottom and a depth of 0.8 to 1.0
meters.
BUSINESS
– 305 –


--- page 317 ---
Responses to transition risks
Increased compliance costs /H1118/H1118/H1118/H1118Pay close attention to the policies of the project
location, keep abreast of the relevant regulatory laws
and regulations, and strengthen the communication
and contact with the responsible regulatory
departments.
Energy-intensive processes in
mining /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Pursue green, low-carbon and energy-saving
processes, and continue to explore low-carbon and
energy-saving equipment and technologies to ensure
long-term profitability.
Stakeholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Strengthen our sustainable development
management, actively respond to stakeholders’
questions about our response to climate risks and
disclose climate change-related information
promptly.
Climate-related opportunities
Beyond the physical and transition risks described above, we recognize that climate
change also presents us with business opportunities. In particular, we have identified the
following opportunities, which will allow us to improve resource efficiency and use more
low-carbon energy to reduce operational emissions, facilitate the low-carbon transition and
promote sustainable lifestyles to our stakeholders:
 operating costs may be lowered by using resources wisely, better managing
wastewater, exhaust gases and solid waste, saving energy and reducing
consumption, and reusing water;
 low-carbon energy produces fewer GHG emissions, which reduces the risk of
incurring additional costs associated with higher-carbon energy; and
 efforts to mitigate climate-related risks may improve our recognition and reputation
from consumers and markets and help build business resilience, which may in turn
increase our profitability, improve competitiveness and enhance business
sustainability.
Environmental Protection
We believe that the latest global sustainability trend is to go green and switch to
low-carbon energy. As an environmentally responsible company, we have taken various
measures to be more environmentally friendly and achieve high-quality and sustainable
development.
BUSINESS
– 306 –


--- page 318 ---
Environmental compliance
As our mine and main operations are located in the Republic of Kazakhstan, the
governing laws include the Environmental Code, Water Code of the Republic of Kazakhstan,
the SSU Code and other legal documents, decrees and orders from the Kazakhstani
Government. Therefore, we regulate our environmental protection practices and conduct
environmental impact assessments in accordance with these laws and regulations. As
confirmed by the relevant competent authority, our Kazakhstan Legal Advisors and Directors
confirm that we were not subject to any administrative penalties for grave breaches of
applicable national or local environmental laws or regulations in Kazakhstan during the Track
Record Period. As of the Latest Practicable Date, we had not received any notice or warning,
nor had we been subject to any heavy fine or penalty, for violating any such environmental laws
or regulations, that would have a material adverse effect on our operations. We believe that our
environmental protection system and facilities are up to the standard required by the national
and local environmental protection laws and regulations in Kazakhstan. Based solely on
(i) legal review of relevant documents provided by us, and (ii) independent public searches
through open sources, our Kazakhstan Legal Advisors are also of the view that our
environmental protection system and facilities were up to the standard required by the national
and local environmental protection laws and regulations in Kazakhstan as of the Latest
Practicable Date.
In the future, we will continue to improve our internal management policies on
environmental protection and green production, taking into account the requirements of local
environmental protection authorities and the progress and condition of our Boguty Project. We
anticipate to invest more funds in internal and external audits, disposal of wastewater, exhaust
gases and solid waste, and monitoring (including inspection and upgrade of pollution
monitoring devices). Compliance costs are expected to rise as we continue to grow our
business, but are expected to represent a small portion of our overall operating cost and will
not have a significant impact on our financial performance.
Environmental management
Environmental management is of high priority on our agenda, and we have set up a safety
and environmental protection department to lead and strengthen our efforts within this area. We
have embedded the concept of green production into every aspect of our operations to minimize
or prevent adverse impacts of our operations on the environment. In particular, we have
prioritized managing wastewater, exhaust gases and solid waste from our Boguty Project to
ensure compliance with relevant disposal requirements. We will continue to build a robust
environmental protection system with clear division of labor for environmental and business
matters, so as to continue to enhance our environmental capabilities and achieve green
production.
BUSINESS
– 307 –


--- page 319 ---
Use of resources and GHG emissions
Our targets
Based on our business development plan and our ability to reduce emissions, we have set
the following targets for energy management, water resource management and GHG emissions:
Emissions and resources Target
Energy management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Strengthening energy management, such as business
intelligence and paperless office to reduce energy
waste and improve energy efficiency.
Water management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We are committed to implementing the concept of
water conservation (including application of water-
saving processes and technologies) in our daily
operations to reduce water waste and improve water
efficiency.
GHG emissions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Actively responding to the “carbon peaking and
carbon neutrality” goal, strengthening the use of
energy-saving and clean technologies, increasing the
proportion of electric vehicles, advocating green
transportation and reducing GHG emissions.
Energy and resource consumption and GHG emissions have been stabilized as we
commenced Phase I commercial production in April 2025. We plan to adjust and refine our
targets from time to time and step up energy-saving measures accordingly to minimize waste.
Our resource usage and emissions
Resource usage. We primarily use diesel, gasoline and natural gas in our Boguty Project.
We also purchase electricity for use by our motors, equipment and appliances, workshops and
general ancillary equipment. Our primary water supply for the Boguty Project is the Charyn
River, and we mainly used water for our daily operations and domestic purposes during the
construction stage of our Boguty Project. As of the Latest Practicable Date, we had completed
the construction of our water pipelines connecting to the Charyn River, and we had started to
abstract water through our water pipelines when our Boguty Project commenced commercial
production. As the Boguty Project only requires 0.56% of the Charyn River’s flow to be fully
operational, we do not anticipate any water shortages or difficulties in obtaining water for our
operations. We have also obtained approval for our supply system design and corresponding
environmental impact assessment from the relevant competent authority. In addition, the
finished products are primarily packaged in polypropylene-based plastic bags to prevent them
BUSINESS
– 308 –


--- page 320 ---
from being damaged during transportation. From January to June 2025, the total packaging
material used for finished products was 2,080 tonnes. The following table illustrates our
consumption of energy and water in both Kazakhstan and the PRC during the Track Record
Period:
Key Performance
Indicators 1 Unit 2022 2023 2024
Six Months
Ended
June 30, 2025 2
Energy consumption
Non-renewable
energy /H1118/H1118/H1118/H1118
Gasoline Liter 32,476 53,255 43,416 16,312
Diesel Liter 42,814 117,608 171,226 106,289
Natural gas Cubic meter 3.30 5.96 12.55 20.18
Purchased
energy /H1118/H1118/H1118/H1118
Electricity Kilowatt-hour 243,227 500,604 4,355,894 36,577,772
Total energy consumption /H1118/H1118/H1118Thousand kilowatt-
hours
978 2,186 6,495 37,808
Water consumption
Total water consumption /H1118/H1118/H1118Cubic meter 349,228 349,282 576,118 2,128,929
Notes:
1. Units of gasoline, diesel, natural gas and purchased electricity we used are converted to the same unit
using the following formula: total energy consumption = /H20913number of energy units used x unit
conversion factor. Conversion factors are based on the International Energy Agency’s Energy Statistics
Manual (Annex 3: Units and Conversion Equivalents).
2. The significant increase in the consumption of purchased electricity and water is due to the Boguty
Project has commenced production in 2025.
BUSINESS
– 309 –


--- page 321 ---
GHG emissions. As part of our commitment to the environment, we plan to introduce new
technologies and energy-saving equipment to our operations. The aim is to cut GHG emissions
and combat climate change, eventually helping our industry go green and low carbon. Our
GHG emissions include direct emissions from construction machinery, heating boilers and
vehicles, and indirect emissions from purchased electricity. The following table illustrates our
GHG emissions in both Kazakhstan and the PRC during the Track Record Period:
Key performance
indicators unit 2022 2023 2024
Six Months
Ended
June 30,
2025 1
GHG emissions
(Scope 1) /H1118/H1118/H1118/H1118/H1118/H1118
Tonnes of carbon
dioxide equivalent
188.68 434.20 629.87 322.44
GHG emissions
(Scope 2) /H1118/H1118/H1118/H1118/H1118/H1118
Tonnes of carbon
dioxide equivalent
219.44 460.43 4,017.85 33,766.39
GHG emissions
(Scope 3) /H1118/H1118/H1118/H1118/H1118/H1118
Tonnes of carbon
dioxide equivalent
97.44 222.02 909.19 6,437.92
Category 3 –
Fuel- and
energy-related
activities /H1118/H1118/H1118/H1118
Tonnes of carbon
dioxide equivalent
88.57 192.65 887.37 6,404.31
Category 6 –
Airplane
business travel /H1118
Tonnes of carbon
dioxide equivalent
8.87 29.37 21.82 33.61
Total GHG
emissions /H1118/H1118/H1118/H1118/H1118/H1118
Tonnes of carbon
dioxide equivalent
505.56 1,116.65 5,556.91 40,526.75
Note:
1. The significant increase in the emission of GHG emissions (Scope 2) and Category 3 -Fuel- and
energy-related activities for the six months ended June 30, 2025 was due to the commencement of
commercial production of the Boguty Project in 2025.
We endeavor to promote green operations, save energy and lower consumption in the
plant and office, improve resource utilization and raise environmental awareness among the
workforce. In our Boguty Project, we aim to optimize financial performance by strengthening
runtime management, reducing downtime, improving equipment efficiency, benchmarking
against best practices and lowering unit consumption. Our specific energy conservation
measures include (i) positioning transformer and distribution station near the load center to
decrease transmission loss; (ii) selecting energy-saving electric motors and transformers to
reduce the active and reactive power loss of equipment; (iii) using energy-efficient light
sources and lamps for lighting; and (iv) adopting variable-frequency speed-regulation
technology and computer control technology to realize control over production and reduce the
unit consumption of products.
BUSINESS
– 310 –


--- page 322 ---
In addition, we follow the principle of “ensuring safety, standardization management,
saving expenses and improving efficiency” in our operations and have formulated guidelines
on the administration of official vehicles of Subsidiary ZV to strengthen the usage and
supervision of official vehicles. Specific measures include (i) regulating the use of vehicles,
going through the insurance-related procedures in accordance with the vehicle management
regulations of Kazakhstan, carrying out regular maintenance checks and oil usage inspections,
controlling expenditures and cutting down expenses; (ii) reviewing the use of vehicles and
accountability for relevant personnel in case of any adverse impact due to irregularities; and
(iii) prohibition on use of a vehicle without permission and requiring detailed record for each
use (including the approver, mileage, driver and other relevant details).
Environmental pollutants
Our targets
The following table sets forth our targets for emissions of exhaust gas, wastewater and
waste to provide guidelines to promote relevant management measures:
Pollutant Emissions Target
Exhaust gas emissions /H1118/H1118Based on the local environmental impact assessment report,
we have set cumulative emissions from the proposed project
to not exceed 432.316 tonnes/year
1 between 2020 and 2029.
Wastewater emissions /H1118/H1118We expect to achieve zero discharge of production
wastewater through recycling and reuse of such wastewater.
Solid waste emissions 2 /H1118We plan to continue to improve the solid waste classification
management and the overall process supervision mechanism
to control the source of waste pollution at source and enhance
the reuse of waste.
Notes:
1. The Boguty Project sets emission targets for production exhaust emissions based on emission limits
specified in the emission permits issued by the local environmental protection department in
Kazakhstan. The emission limits for the mining site and beneficiation plant, which emit exhaust gas
after the project’s commissioning, are 206.220 tonnes/year and 226.096 tonnes/year, respectively, with
a total emission limit of 432.316 tonnes/year.
2. The solid waste generated by the Boguty Project mainly consists of overburden waste rock from
open-pit mining and tailings from beneficiation. After the project is officially commissioned, the amount
of solid waste emissions is expected to gradually increase. Once the project is in stable operation, we
plan to establish specific quantitative targets for solid waste management.
BUSINESS
–3 1 1–


--- page 323 ---
Environmental pollutant management
Aware of the impact of emissions on the environment, we aim to strictly control the
exhaust gas, wastewater and waste generated from our operational activities, and we employ
a series of measures to prevent and control the generation of pollutants throughout the process.
The sources, emissions and management initiatives for each type of emissions are listed below:
Exhaust gas management : during the construction phase, the exhaust gas generated by us
is primarily the dust produced by vehicles and engineering machinery such as blasting tools.
We may produce organized emissions from diffusing towers of diesel storage tanks, gasoline
storage tanks and machine repair shops as well as disorganized emissions caused by mining
platforms, driving sections at the construction site and ore piles. Major exhaust pollutants
include nitrogen oxides (NO
x), sulfur oxides (SO x) and particulate matter.
The emissions of our exhaust pollutants at our Boguty tungsten mine during the Track
Record Period are set forth below:
Key performance
indicators Unit 2022 2023 2024
Six Months Ended
June 30, 2025
NOx
1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118kg 844.57 15,209.02 4,018.16 5,893.07
SOx
2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118kg 0.96 0.81 1,230.84 687.69
Particles 3 /H1118/H1118/H1118/H1118/H1118kg 215,479.74 45,655.47 17,746.82 234,283.21
Notes:
1. It is calculated based on equipment operating parameters.
2. It is mainly produced from diesel burning for domestic use, which we plan to replace with electricity
in the future.
3. It is monitored by monitoring stations and has increased in 2025, when the Boguty Project commenced
commercial production.
We plan to set up the drill hydraulic spray, hydraulic spray and loading and unloading
operation sections for dust collecting materials and ore dump hydraulic spray to control dust,
and use sodium sulphide solution to spray the roads. We also plan to install mobile foam
generators on the chassis of dump trucks that can be used all year round. When the temperature
is above 0 °C, the device can be used to extract wet dust, and when the dust and gas content
in the air exceeds the acceptable concentration limit, we will use additional devices for
artificial ventilation. In addition, to reduce exhaust pollutants, we plan to perform systematic
preventive inspections and maintenance of liquid-fueled internal combustion engines in
relevant departments.
BUSINESS
– 312 –


--- page 324 ---
During vehicle inspections, we will also take the following measures to reduce air
pollutant emissions: (i) utilizing smoke measurement equipment to determine smoke content in
exhaust gases; (ii) adjusting the fuel supply and injection system for diesel engines of road
machinery and equipment as needed; (iii) ensuring that environmental parameters (such as
exhaust gas, noise and vibration of machines, equipment and transport facilities) during the
runtime can meet the required standards and the technical specifications of the enterprise and
manufacturers; and (iv) using high-quality diesel fuel to fuel machinery and vehicles and
minimize engine idling.
Wastewater management : the wastewater generated from our construction and operations
include domestic sewage, oily wastewater and production wastewater. The production
wastewater generated from the mining site and the dressing plant will flow to the sump pit
before being collected and transported by a submersible sewage pump to the return tank in the
dressing plant for further collection and reuse. The oily wastewater discharged from the
maintenance plant will flow through the indoor ditch to the outdoor grease trap for collection
and treatment before being transported by a submersible sewage pump to the car wash station
in the mining plant for reuse. Domestic sewage will also be discharged after treatment in
accordance with the urban miscellaneous water quality standards GB/T18920-2002 and then
used for greening and road sprinkler dust removal systems in nearby areas. In addition, the
polluted rainwater in the entire production area will be collected and reused.
Solid waste management : our solid waste primarily includes waste rock, tailings and
domestic waste. During the infrastructure construction and production phases, all waste rocks
stripped from the mine will be stored in a dump site with an overall GFA of approximately 290
ha. We plan to discharge the waste rocks in stages, i.e., we will first discharge them near the
open pit area during the construction phase and then expand the discharge area during the
production phase. We plan to build a dam at the final foot slope of the waste rock dump to
block rolling rocks and sediment moved by flowing rainwater. We also plan to set up a
retaining wall made of waste rocks downstream of the dump site to block rolling rocks from
damaging the downstream area. During the normal production life of the Boguty tungsten
mine, tailings produced from processing will all be pumped to the tailings ponds for storage
and disposal. In addition, domestic waste will be collected after classification. We plan to
reduce the amount of domestic waste and assign dedicated personnel to conduct garbage
classification. The recyclable waste will be stored in categories and regularly sent out for
comprehensive recycling and reuse nearby.
BUSINESS
– 313 –


--- page 325 ---
The solid waste discharge from our Boguty Project during the Track Record Period is set
forth below:
Key performance
indicators Unit 2022 2023 2024
Six Months Ended
June 30, 2025
Hazardous waste 1 /H1118/H1118ton 0.02 0.63 0.76 25.71
Non-hazardous
waste /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118ton 0.65 144.30 332.35 214.92
Note:
1. Hazardous waste produced from our Boguty Project generally included used oil, waste batteries, waste
lamps, containers and rags contaminated with used oil and used personal protective equipment. The
significant increase in the production of hazardous waste for the six months ended June 30, 2025 was
due to the commencement of commercial production of the Boguty Project in 2025.
In the future, we plan to take the following waste management measures to minimize the
adverse impacts of pollutants on the environment: (i) screening and classifying solid household
waste for recycling; (ii) setting up a temporary storage place for waste, and determining the
removal frequency of waste accumulated in the plant according to the specified limits to ensure
that the accumulated waste can be removed in time; (iii) setting up designated open space for
storage with a concrete base and perimeter fences on three sides, placing five metal storage
boxes for storing various household solid waste and collecting oil-soaked wipes and waste
mineral oil; (iv) placing collection containers of discarded vehicle filters near the maintenance
workshop, including certain filters that can be cleaned and reused while the rest will be handled
by specialized professional organizations; (v) storing waste batteries and paint containers in a
separate room of the warehouse; and (vi) providing training on waste disposal standards for
operators and assessing their mastery of relevant knowledge.
Ecological Protection
We regard ecological protection as one of the primary tasks in the construction of green
mines. Before the initiation of a proposed project, we conduct environmental impact
assessments to pre-evaluate the effects of business activities on the ecological environment. We
aim to pay attention to multistage ecological restoration of the Boguty tungsten mine and carry
out biodiversity protection activities within the mine area.
Biodiversity
The Boguty tungsten mine is located in a relatively remote location, i.e., a semi-desert
foothill area with no villages within a radius of 40 km. The boundary of the mining area is 1
km away from the buffer zone of the Charyn Canyon National Park to the east, maintaining a
legally mandated safe distance from the reserve with minimal impact on the surrounding
ecosystem. In the future, to avoid adverse effects on flora and fauna due to our business
operations, we plan to undertake the following measures: (i) setting up a fence that i s 3 m tall
BUSINESS
– 314 –


--- page 326 ---
and composed of steel wire mesh, which shall be fixed on metal pipes with concrete
foundations and surround the mining site and production facilities within a radius of 5 km; (ii)
protecting the forest ecosystem by taking measures to increase forest coverage, implement
forest protection, utilize biological methods to assess the production capacity of forest and
fauna, and maintain biodiversity within the forest ecosystem; (iii) enhancing the greenery of
the surroundings by expanding the area of green planting, including planting of vegetation in
areas such as factory sites, open areas, deserted areas and other ecologically challenged
regions; (iv) hiring biologists, zoologists, ornithologists and hunting experts on a contractual
basis to monitor the status of flora and fauna; and (v) conducting patrols during growing
seasons and evaluate the status of vegetation based on the results of sample chemical analysis,
inspecting vegetation conditions every spring and autumn and conducting vegetation pollution
detection twice every five years.
If rare animals or those listed in the Red Book of Endangered Animals of Kazakhstan are
found at our designated business site, the following measures will be taken: (i) training the staff
and establishing clear prohibitions on hunting, carrying weapons and hunting dogs; (ii)
relocating the animal nests to suitable locations, establish protected areas and monitor those
animals; and (iii) if any staff member is found engaging in illegal activities such as capturing
(purchasing), injuring, transporting, buying, selling or transferring animals, they will be held
accountable pursuant to the relevant laws and regulations of Kazakhstan, including
administrative, criminal and other liabilities.
Land restoration plan
We prioritize ecological and environmental protection and have formulated a land
reclamation plan for our Boguty Project in accordance with the SSU Code. As of the Latest
Practicable Date, we have not carried out any land reclamation activities. We commit to
promoting ecological restoration, reclaiming the damaged lands and restoring the productivity
and economic value of the damaged lands upon completion of the mining operations. In
accordance with the SSU Contract, we shall reclaim the lands under which the mining has been
completed in accordance with relevant laws and regulations, and comply with relevant
environmental requirements. In accordance with the SSU Contract, we are required to devote
1% of our annual mining costs to a liquidation fund to fulfill our closure obligations. We have
complied and will continue to comply with such requirement in accordance with the SSU
Contract. In addition, we plan to use the closure plan developed and updated by an independent
third party as a basis to create a detailed closure plan. We estimate that we will have sufficient
financial, management and human resources to implement closure and land reclamation plan
in the future. According to the Independent Technical Report, it is estimated that 1% of our
total mining costs over the LOM is approximately RMB23 million or USD3.3 million. While
a detailed mine closure cost plan for all facilities is still not available, the Independent
Technical Consultant is of the view that the estimated cumulative fund of USD3.3 million,
which is subject to the review of Kazakhstan government, provides a solid foundation for
fulfilling our closure obligations. This initial estimate allows for further evaluation and
adjustment to ensure comprehensive and effective coverage of all closure needs.
BUSINESS
– 315 –


--- page 327 ---
We plan to strictly adhere to Kazakhstan’s guidelines for the formulation of land
reclamation plans for damaged lands, and commission qualified third parties for reclamation
design, which will be updated every three years, including the actual scope of damaged lands
and the scope of lands requiring reclamation. We pay reclamation funds as required and
regularly deposit these funds into the designated accounts for our future land reclamation
expenses. The total estimated cost for our future land reclamation is approximately KZT901
million. We also plan to establish a committee to identify the areas requiring reclamation.
Our primary reclamation tasks include utilizing the damaged lands for production;
restoring the productivity and economic value of the lands; and protecting the environment
from harmful effects of production. In addition, we divide the land reclamation into three
stages, i.e., preparation stage, mining field stage and biological stage, which are summarized
below.
Preparation stage /H1118 Investigate the damaged areas and determine the direction of
reclamation.
Mining field
stage /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 Use backfill soil to bury the excavated area of the mine.
 Remove road surface.
 Fill in drainage ditches.
 Demolish buildings on land intended for reclaiming.
 Remove mining drainage pipelines, stands and pillars.
 Reduce the slope of areas with excessive slope.
 Lay humus topsoil.
Biological stage /H1118/H1118 Comprehensive agricultural and improvement work to restore
the fertility of the damaged land.
 When sowing on reclaimed land, the seed quantity of perennial
herbaceous mixtures is 40kg/ha with a seed germination rate of
80%. In order to plant herbaceous plants more effectively,
application of mineral fertilizers is regulated.
 When applying mineral fertilizers, the soil fertility and
botanical composition of the cultivated crops are taken into
consideration.
BUSINESS
– 316 –


--- page 328 ---
The mining fields with excavation work completed can be utilized for agricultural, water
conservancy, forestry, environmental protection, healthcare and construction purposes ( e.g.,
using the quarry as a landfill for construction waste). Additionally, we plan to complete the
reclamation of the damaged soil after termination of operations in the tailings storage facility
and its associated facilities but before completion of the whole project.
Social Matters
Labor law compliance . We adhere to the relevant labor standards, laws and regulations in
the jurisdictions where we operate. For details of such regulatory framework in each relevant
jurisdiction, please refer to “Regulatory Overview.” Our Chinese employees working in
Kazakhstan have obtained valid work permits and renew them annually. Labor contracts are
entered into on an annual basis. Labor contracts for Kazakhstan employees are executed in
accordance with local Kazakhstani laws. The initial labor contract is generally valid for one
year and then renewed for another one or two years, and then becomes an indefinite-term labor
contract if the employment continues. During the Track Record Period and up to the Latest
Practicable Date, we did not have any material legal violations or lawsuits in relation to labor
rights in Kazakhstan or China. Based on their review of relevant documents provided by us and
independent public searches through open sources, our Kazakhstan Legal Advisors and PRC
Legal Advisors are also of the view that we did not have any material legal violations or
lawsuits in relation to labor rights in Kazakhstan and China during the Track Record Period and
up to the Latest Practicable Date.
Human rights protection system . We place importance on safeguarding human rights
within our labor management practices and prohibit child labor and forced labor. During the
Track Record Period and up to the Latest Practicable Date, we did not have any material legal
violations or lawsuits related to child labor or forced labor. We have formulated the recruitment
management measures to verify the personal information of all new hires. We conduct
background checks on the identity and background of new employees upon their entry,
requiring applicants to provide proof of personal information, educational background,
qualifications, work experience and other relevant information. Employees can voluntarily
resign by following our relevant employment procedures. We do not tolerant any form of
physical, sexual, psychological or verbal harassment or abuse of our employees. Additionally,
to ensure reasonable working time for our employees, we have established standard working
hours for our subsidiary companies and projects. During the construction phase of our Boguty
Project, we adhere to a “5-day workweek” principle with a maximum of 8 hours per day and
a total of 40 hours per week. Certain positions will follow a shift system and overtime work
will be discouraged. In cases where overtime is necessary, the relevant department shall submit
a request for review by superiors, and affected employees will be compensated for overtime
work in accordance with labor contract regulations and no continuous overtime work will be
granted.
BUSINESS
– 317 –


--- page 329 ---
Equality and diversity . We are committed to fostering a diverse and inclusive workplace
and offering equal employment opportunities to everyone. Our recruitment process is guided
by the principles of fairness, justice and transparency and ensures that all candidates have the
right to equal employment without discrimination. We believe in the unique value that each
individual brings to the Group and the industry, irrespective of factors such as their religion,
gender, age, marital status and disability status. We are dedicated to cultivating a positive and
supportive work environment by encouraging open and friendly communication and
cooperation among employees and addressing the concerns of every employee. We prohibit any
form of unfair treatment of employees.
Employee welfare policies. We emphasize the well-being of our employees and has
established relevant guidelines, including the compensation management system, welfare
benefits management measures, allowance and management system, and social insurance and
housing fund management system. We make sure that our welfare policies are compliant with
local employee welfare laws and regulations. For example, we provide our employees with
legally mandated insurance, participation in mandatory provident fund schemes and other
essential benefits such as annual leave, sick leave, bereavement leave, nursing leave and
parental leave. To motivate employees, we have also implemented incentive policies during the
construction of the Boguty Project, which enable us to reward employees in the event of
completing certain projects ahead of schedule. Furthermore, we understand the importance of
adapting to market fluctuations and aim to refine and adjust our internal compensation and
welfare systems from time to time during our operation. Our aim is to enhance employees’
compensation and welfare benefits, thereby improving their stability and retention within our
Company.
Employee development and promotion. We bear the responsibility and obligation of
fostering employee development and career progression. To facilitate this, we have established
evaluation systems tailored to different types of employees, including the probationary
evaluation measures for new employees, the annual appraisal measures for regular employees
and the performance assessment measures for employees engaged in the Boguty Project in
Kazakhstan. We set consistent key performance indicators (KPIs) for employees in different
positions and use scientifically sound methodologies to assess employee performance. For
instance, in the construction phase of the Boguty Project, KPIs are primarily centered on
aspects such as safety, environmental protection and project progress. The provision of bonuses
and rewards is contingent upon the completion of these KPIs.
Supply Chain ESG Management. We have established ESG requirements for suppliers to
mitigate supply chain-related risks. By conducting due diligence on our supply chain, we
identify and assess social and environmental risks and take targeted measures to address them.
We comprehensively evaluate suppliers’ production qualifications, quality management
systems, safety and environmental management systems, integrity performance and
creditworthiness. Based on this evaluation, we determine the list of qualified suppliers and
regularly update it. Additionally, we integrate integrity procurement requirements into various
stages of the procurement process. We conduct regular inspections to ensure compliance with
our integrity procurement standards and provide internal integrity self-discipline education and
BUSINESS
– 318 –


--- page 330 ---
supervisions. Any violations identified will be dealt with seriously. Furthermore, to reduce
carbon emissions associated with purchased goods, we prioritize local procurement while
ensuring the quality of materials and equipment.
OCCUPATIONAL HEALTH AND WORK SAFETY
As much of our operations will be conducted at the mining facilities by large numbers of
workers, workplace safety is of importance to us. In the course of tungsten ore exploration and
production, we are committed to complying with the sanitary and epidemiological rules and
regulations, safety rules and regulations as stipulated by the Kazakhstani Government. In
addition, in accordance with the SSU Contract, we shall ensure the implementation of measures
to prevent and eliminate accidents and occupational diseases, and it is prohibited to develop a
deposit if there is a danger to human life and health. During the Track Record Period and up
to the Latest Practicable Date, to the best knowledge and belief of our Directors, there had not
been any occupational health or work safety accident or any claim arising from such accident
that would have a material adverse effect on our business, financial condition and results of
operations. Based solely on (i) legal review of relevant documents provided by us, and (ii)
independent public searches through open sources (such as the Proof of No violations of Laws
or Regulations Public Credit information Report issued by Credit Guangdong in China), our
Kazakhstan Legal Advisors and PRC Legal Advisors are also of the view that we had complied,
in all material respects, with the applicable laws and regulations relating to occupational health
and operational safety in jurisdictions where we operate during the Track Record Period and
up to the Latest Practicable Date.
Work Safety Management
We have established internal occupational health and safety management policies that are
generally in line with recognized industry practices and safety regulations in Kazakhstan. In
particular, we have established a set of guidelines, including the engineering construction
management measures, the guidelines on safety and labor protection, the on-site safety and
civilized construction evaluation measures and the guidelines on fire safety measures for office
spaces and dormitories. These guidelines are designed to strengthen and improve our on-site
safety management, protect the personal safety of our overseas employees and furnish a safe
and hygienic work and living environment for all of our employees. In addition, all safety
production-related equipment and facilities are incorporated into constructions in accordance
with the requirements of safety production assessments for our Boguty Project. We emphasize
safety management for high-risk engineering projects, analyze potential hazards at various
stages of a project, and establish and ensure the implementation of safety construction plans.
We aim to identify and address potential risks in a timely manner, offer safety and labor
protection training to management at all levels, allocate responsibilities for safety and labor
protection, refine the management of safety and labor protection systems to prevent and control
the occurrence of construction production safety incidents.
BUSINESS
– 319 –


--- page 331 ---
We have established a dedicated safety management department, staffed with safety
engineers and fire engineers. Within this framework, safety and labor protection
responsibilities and obligations have been outlined for employees at various levels for our
Boguty Project. In particular, a project company, as a whole, bears the responsibility for
upholding the safety and labor protection rights of employees, ensures the establishment and
execution of safety and labor protection systems and provides qualified labor protection
experts and personnel. Leadership within a project company is responsible for the management
of safety and labor protection, and ensures that working conditions align with safety and labor
protection requirements and that public areas within the company are equipped with safety and
labor protection documents and information to promote employee awareness. Furthermore,
safety and labor protection engineers are tasked with ensuring the effective implementation of
safety and labor protection systems, including carrying out safety and labor protection training,
organizing and conducting safety and labor protection inspections and overseeing the
optimization of safety and labor protection conditions and measures. Other employees are
responsible for adhering to safety and labor protection instructions, internal labor guidelines,
production technical requirements, labor discipline and the directives of their superiors, and are
obliged to attend relevant training and medical examinations as scheduled.
We also enforce specific requirements on construction sites, mandating safety
inspections, incident reporting and corrective plan reviews, and supervises them in ensuring
civilized construction practices. This oversight encompasses various aspects, such as ensuring
that construction units establish temporary facilities in line with approved site layout plans,
maintain orderly material storage and keep the work site clean. Furthermore, there is also
monitoring to ensure that construction units adhere to fire prevention and theft prevention
measures, thereby upholding the safety of construction sites.
Moreover, we have established a mechanism for evaluating safety and civilized
construction to standardize the practices of participating construction units. This evaluation
process consists of three parts: civilized construction evaluation, temporary facilities
evaluation and safety construction evaluation. These evaluations combine daily inspections
with monthly assessments, using daily score records of safety and civilized construction
inspections and monthly assessments to measure a construction site’s safety management level.
Construction supervisors maintain oversight of construction unit performance. If evaluations
fall short of expectations, corrective measures are demanded and relevant penalties may be
imposed. We have established the following specific requirements for each part of the safety
and civilized construction evaluation: (i) civilized construction evaluation includes
requirements for construction organization design, safety warnings, signage, site enclosures,
site appearance and capacity, material storage, construction equipment and on-site fire
prevention; (ii) temporary facilities evaluation covers aspects such as the layout and
management of on-site offices and living facilities, temporary electrical distribution lines,
distribution boxes and grounding protection devices; and (iii) safety construction evaluation
encompasses criteria for special types of work, safety net installation, passageway protection,
high-altitude cross-operation protection, exterior scaffolding construction and equipment
safety measures.
BUSINESS
– 320 –


--- page 332 ---
Work Safety Training
We emphasize training and conduct safety training courses to reinforce safety
management and raise employee safety awareness. We have developed the safety and labor
protection orientation training program, fire safety orientation training rules and overseas
employee safety management guidelines to ensure that employees adhere to safety construction
requirements, mitigate safety and fire risks in projects and protect the safety of overseas
employees.
We provide new hires with safety and labor protection training, as well as fire safety
training. In the safety and labor protection training, we define labor protection and
safety-related concepts and outline specific behavioral requirements for employees in areas
such as electrical safety, industrial hygiene, fire safety, office automation equipment usage,
elevator operation, traffic safety and personal protective equipment, and guidelines for
responding to emergency situations to ensure self-protection. During the fire safety training,
we instruct employees on how to handle fires and fire-related situations, which focuses on
familiarizing employees with firefighting equipment and imparting fire safety knowledge.
Additionally, we provide visual fire safety materials and require employees’ participation in
fire safety drills. Employees are also informed about fire safety requirements in various
locations, including buildings, warehouses, offices, dormitories and evacuation routes.
Moreover, to support the progress of overseas projects, we provide supplementary safety
education and emergency training for employees working in Kazakhstan. Building on
guidelines for the behavior of overseas employees, we further enhance their risk awareness and
response capabilities. We hold regular safety training meetings for Chinese employees, provide
updates on developments in Kazakhstan and precautionary measures, issue timely safety alerts
and analyze safety cases. We maintain communication with the Chinese Embassy in
Kazakhstan and local law enforcement authorities to gather and assess information concerning
the political and economic landscape, ethnic and religious considerations, social security
conditions and social organization activities in Kazakhstan, enabling us to provide timely risk
warnings and make appropriate responses.
Employee Health Protection
We also hold each employee in high regard, recognizing them as essential team members,
and is dedicated to providing a workplace that is both safe and conducive to happiness and
well-being. Alongside safety education and training, we ensure that employees are equipped
with comprehensive personal protective gear, such as safety clothing, gloves and rubber
footwear. Our safety engineers offer guidance on the correct use and wear of such protective
equipment, and they regularly conduct on-site inspections to verify that all factory employees
have implemented health protection measures.
In cases where employees experience discomfort or minor illnesses that require medical
attention during work, our comprehensive administration department arranges for dedicated
personnel to accompany the affected employee to the project camp’s medical station for
BUSINESS
– 321 –


--- page 333 ---
examination and treatment. In the event of a sudden serious illness or an injury occurring
during on-site operations, the comprehensive administration department takes immediate
action by arranging for the medical station’s doctor to provide on-site assistance and contacting
the nearest hospital, ensuring that medical personnel is dispatched promptly for necessary
treatment. If the employee’s condition allows, we will also make emergency arrangements for
transportation and accompanying personnel to take the employee to the hospital for urgent
treatment.
Moreover, we conduct regular employee health examinations to evaluate their physical
well-being and make any necessary job adjustments accordingly. In addition to work-related
injury insurance, we further provide employees with personal accident insurance and private
health insurance. These policies offer full compensation for conditions stipulated in the
insurance contracts, including diseases, annual check-ups and death.
INTELLECTUAL PROPERTY
As of the Latest Practicable Date, we had two trademarks registered in Hong Kong and
did not own any patents, and we were the registered owner of the domain name of
“jiaxinir.com.” For further details of our intellectual property rights, please refer to “Appendix
VI—Statutory and General Information—Further Information about Our Business—Our
Intellectual Property Rights.” During the Track Record Period and up to the Latest Practicable
Date, we had not been involved in any claims with respect to the infringement of intellectual
property rights belonging to third parties and, to the best knowledge of our Directors, there
were no such claims pending or threatened, which would have a material adverse effect on our
business, financial condition or results of operations.
INSURANCE
During the Track Record Period and up to the Latest Practicable Date, we maintained
various insurance policies for our operations, including (i) individual health insurance for our
employees, (ii) commercial insurance covering the risks of riots, wars and expropriation, and
(iii) insurance for our vehicles. During the Track Record Period and up to the Latest Practicable
Date, we had not made, or been the subject of, any material insurance claims, and we did not
experience any business interruptions or losses or damages to our properties that had a material
adverse effect on our business, financial condition or results of operations. As of the Latest
Practicable Date, we also maintained employee accident insurance for our employees in
accordance with applicable laws and regulations of Kazakhstan. As advised by our Kazakhstan
Legal Advisors, we have obtained mandatory insurance in accordance with Kazakhstan laws
and regulations, and we believe that we have maintained insurance in line with customary
industry practice. We believe that our insurance coverage is adequate for our operations and in
line with the industry norm.
BUSINESS
– 322 –


--- page 334 ---
We will continue to review and assess our risks and make necessary adjustments to our
insurance practice to meet our needs and comply with applicable laws and regulations of
Kazakhstan, Hong Kong and the PRC. Please refer to “Risk Factors—Risks Relating to Our
Business—Our insurance coverage may not be sufficient” for the risks associated with our
insurance coverage.
PROPERTIES
As of the Latest Practicable Date, we occupy certain properties in Kazakhstan in
connection with our business operations. They mainly include premises such as water supply,
checkpoint, substation, administrative building, canteen, toilet, boiler room and dormitories.
We leased two properties with a total GFA of approximately 561.84 sq.m. for our daily business
operations located in Zhuhai, China.
As of the Latest Practicable Date, we had also acquired land use rights granted by the
local authority of the Akimat of Enbekshikazakh District of Almaty region in Kazakhstan. The
relevant land plots are designated for tungsten mining and construction of a processing plant,
and we shall use them according to the resolutions issued by the relevant authority.
EMPLOYEES
As of June 30, 2025, we had 347 employees in total. A majority of our employees are
based in Kazakhstan. The following table sets forth the breakdown of our employees by
function and by geographical region as of June 30, 2025:
Function
Number of
Employees
Management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812
Administration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819
Finance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810
Operation and production /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811
Technical and engineering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118295
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118347
Geographical region
Number of
Employees
Kazakhstan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118336
PRC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186
Hong Kong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118347
BUSINESS
– 323 –


--- page 335 ---
Our employees have entered into employment contracts with us in compliance with the
relevant Hong Kong, PRC or Kazakhstani labor laws. The terms of the employment contracts
cover matters such as wages and other benefits, working hours, annual leave, grounds for
termination of employment, workplace safety and confidentiality measures.
We believe that we offer our employees competitive compensation packages and a
collaborative working environment. We also provide equal opportunities to all candidates,
regardless of their race, religion, gender, age, nationality or other distinguishing factors. As a
result, we have generally been able to attract and retain qualified personnel and maintain a
stable, core management team. The following table sets forth the breakdown of our employees
by gender, age, nationality and race as of June 30, 2025, demonstrating the diversity of our
workforce:
Key performance indicators
Number of
employees
Gender /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Female 33
Male 314
Age /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Below 30 42
30–50 212
Over 50 93
Nationality /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC 109
Hong Kong 3
Kazakhstan 234
Russia 1
Race /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Han ( ဏૄ) 111
Dong ( ᤁૄ)1
Kazakh 232
Russian 2
Ukrainian 1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118347
We recruit our employees based on a number of factors, including their work experience,
educational background, personalities and our vacancies. During the Track Record Period, we
had recruited employees through open recruitment, shareholders’ referral and headhunting
firms.
In accordance with the SSU Contract, 1% of our annual investment is devoted to the
training of employees. This facilitates the development of talented and motivated employees
and contributes to the continued performance and growth of our operations. We develop and
implement annual employee training and development programs to ensure compliance with the
relevant SSU Contract requirements. In 2022, 2023, 2024 and the six months ended June 30,
2025, our expenditure on employee training and development amounted to approximately
KZT50.7 million, KZT50.3 million, KZT35.8 million and KZT5.1 million, respectively.
BUSINESS
– 324 –


--- page 336 ---
During the Track Record Period, training mainly took place on an individual basis because the
number of employees was relatively small. As our operations and number of employees grow,
we plan to conduct more group trainings in the future. In 2023, we arranged for certain Kazakh
employees specialized in mining, mineral processing, geology and electrical majors to travel
to China and receive training at Jiangxi Copper. In September 2024, we arranged another group
of approximately ten Kazakh employees in mineral processing and testing majors to receive
training at Jiangxi Copper in China. In 2025, we plan to arrange for 20 Kazakh employees to
participate in a five-month advanced training program. The training starts in August and the
employees will start their internships at Jiangxi Copper in September. We have signed the
training agreement with Satbayev University on July 15, 2025. As of the Latest Practical Date,
80.0% of the training fee (KZT48.0 million) has been paid as agreed and the rest of the fee
(KZT12.0 million) will be paid upon the completion of the training. Additionally, we will
arrange for approximately 50 Kazakh employees to participate in crane and forklift operation
training in the second half of 2025, with a total cost of approximately KZT14.0 million. We are
still under negotiation with the training institution around the detailed arrangement.
In accordance with the legal requirements of Kazakhstan, we are required to make
statutory pension contributions for the benefit of our local employees. We also provide
retirement benefits to all eligible Hong Kong employees under the mandatory provident fund
scheme. Additionally, we contribute to state-sponsored retirement schemes for our employees
in the PRC in accordance with the PRC rules and regulations. For the years ended 2022, 2023
and 2024 and the six months ended June 30, 2025, we incurred pension expenses of
approximately HK$2.2 million, HK$2.6 million, HK$1.3 million and HK$0.5 million,
respectively. As advised by our Kazakhstan Legal Advisors, Hong Kong Legal Advisors and
PRC Legal Advisors, we were in compliance with applicable labor laws and regulations in all
material aspects in each of these countries/regions during the Track Record Period.
During the Track Record Period and up to the Latest Practicable Date, we had in general
maintained good relationships with our employees. During the Track Record Period and up to
the Latest Practicable Date, we did not have any labor unions, nor did our employees negotiate
their terms of employment through any labor unions or by way of collective bargaining
agreements. Our Directors confirm that during the Track Record Period, we did not experience
any material labor disputes with our employees which have had a material impact on our
business, financial conditions or results of operations.
LEGAL PROCEEDINGS AND COMPLIANCE
We may from time to time become involved in legal, arbitral or administrative
proceedings arising in the ordinary course of our business. As of the Latest Practicable Date,
we were not involved in any legal, arbitral or administrative proceedings that would have a
material and adverse effect on our business, financial condition or results of operations. As of
the Latest Practicable Date, we were not aware of any threatened legal, arbitral or
administrative proceedings against us that would have a material and adverse effect on our
business, financial condition or results of operations.
BUSINESS
– 325 –


--- page 337 ---
During the Track Record Period and up to the Latest Practicable Date, save for incidents
as disclosed below, as advised by our Kazakhstan Legal Advisors, Hong Kong Legal Advisors
and PRC Legal Advisors, we had complied with the applicable laws and regulations in all
material aspects, and we did not have any non-compliance incident which our Directors believe
would have a material and adverse effect on our business, financial condition or results of
operations.
Delays in Commencing Mining Operations
Pursuant to Addendum No. 3 to the SSU Contract dated December 28, 2020, Subsidiary
ZV was required to commence mining operations at the Boguty tungsten mine no later than
2022. We did not commence production until November 2024 due to various factors beyond our
control, such as delays due to COVID-19. For details of the COVID-19 impact on our
operations, please refer to “Risk Factors—Risks relating to our business—Our operations could
be materially and adversely affected by new potential strains of the COVID-19 virus or other
public health emergency.” However, we have continued the construction of our processing
facilities, commenced phase I commercial production in April 2025 and regularly
communicated with the MIC on our progress. According to our Kazakhstan Legal Advisors, the
MIC is the competent authority in charge of matters related to the SSU Contract. The key
communications we had with the MIC on our performance under the SSU Contract as of the
Latest Practicable Date are summarized below:
(1) The MIC issued a notification (No. 03-2-18/9612-I) to Subsidiary ZV on October 11,
2023, which made an observation on Subsidiary ZV’s preliminary ore extraction
activities as part of its mining preparation works and mentioned that the volume of
extracted ore was approximately 9.3%, or 307.5 thousand tonnes, of the projected
annual production volume of 3.3 Mt.
(2) The MIC issued a letter (No. ZT-2023-02274049) to Subsidiary ZV on November 7,
2023, expressing its trust for the soonest construction and commissioning of the
tungsten ore production facilities to improve production performance by Subsidiary
ZV .
(3) Subsidiary ZV responded to the MIC in its letter (No. 1129/27) dated November 29,
2023 and informed the MIC that the projected annual production volume of 3.3 Mt
is planned to be reached in 2025.
(4) The MIC issued a letter (No. ZT-2023-02676870, the “First Confirmation Letter”)
to Subsidiary ZV on December 30, 2023, which mentioned that Subsidiary ZV needs
to complete the construction and commissioning of the production facilities for the
processing of tungsten ore which will allow Subsidiary ZV to improve the mining
performance and reach the projected annual production volume. In this letter, the
MIC also confirmed that the SSU Contract was in force and as of the date of the
letter, it did not plan to terminate our subsoil use right under the SSU Contract.
BUSINESS
– 326 –


--- page 338 ---
(5) Subsidiary ZV requested the MIC in its letter (No. 0410/15) dated April 10, 2024 to
(i) initiate the negotiation procedure with Subsidiary ZV for revising the production
commencement date, amending the project documents and execution of addendum
No. 4 to the SSU Contract between the MIC and Subsidiary ZV , and (ii) confirm that
the MIC will not unilaterally terminate the SSU Contract due to Subsidiary ZV’s
failure to commence production in 2022.
(6) The MIC issued the Second Confirmation Letter (together with the First
Confirmation Letter, the “MIC Confirmation Letters”) to Subsidiary ZV on April 24,
2024, and confirmed that, among others, (i) the SSU Contract was valid, (ii) the MIC
was aware that Subsidiary ZV had not yet commenced production at the Boguty
deposit, (iii) the MIC did not see any impediments to include addendum No. 4 to the
SSU Contract to change the commercial production commencement date to 2025;
and (iv) the MIC will not terminate the SSU Contract.
(7) The MIC and ZV executed Addendum No. 4 to the SSU Contract extending the
full-production commencement term to 2025 on August 16, 2024.
As indicated in our communications with the MIC above, the MIC is fully aware of our
operations and ongoing delays in the commencement of production at the Boguty tungsten
mine. During our regular communications with the MIC, the MIC and relevant officers did not
provide any negative comments or feedback against us other than reminding Subsidiary ZV to
comply with the SSU Contract, which, according to our Kazakhstan Legal Advisors, is
commonly expressed by the MIC in its general correspondence with all subsoil users. As of the
Latest Practicable Date, we had not received any notification from the MIC indicating any
unrectified non-performance, breaches and/or non-compliance as required under the SSU
Contract and the MIC had not imposed any penalty on us as a result of any non-compliance
with the SSU Contract.
Underperformance of Financial Obligations under the SSU Contract
During the Track Record Period, we received three notification letters from the MIC
alleging (i) a past due amount of KZT69,888,299 (approximately HK$1,214,182) for 2021 in
connection with regional social development under the SSU Contract, (ii) our failure to spend
funds on training of Kazakhstan employees as required by the SSU Contract for 2022 in the
amount of KZT40,359,000 (approximately HK$701,164), and (iii) our failure to meet certain
financial obligations (i.e., financing of scientific research, scientific and technical, and/or
experimental design work provided by Kazakhstani producers of goods, works and services,
and/or projects by participants of the “Park of Innovative Technologies” innovation cluster) as
required by the SSU Contract for 2023 in the amount of KZT95,028,000 (approximately
HK$1,650,938). We had fully settled the amount as of the Latest Practicable Date, and received
confirmation of our rectification of such non-compliance from the MIC, including a
confirmation that the issue of terminating the subsoil use rights was not under consideration.
As stated in the Second Confirmation Letter, the MIC confirmed that these previous breaches
BUSINESS
– 327 –


--- page 339 ---
of financial obligations under the SSU Contract had been rectified and the SSU Contract will
not be terminated due to such non-compliance. We plan to regularly review our contractual
obligations under the SSU Contract and compliance status to prevent the occurrence of similar
incidents in the future.
Based on the review of (i) the SSU Contract which provides that the MIC is entitled to
terminate the SSU Contract unilaterally if there are at least two breaches of the SSU Contract
or associated project documents which have not been rectified by Subsidiary ZV within the
term as specified in the respective notifications of the MIC, (ii) the fact that we had not
received any notification letter from the MIC indicating any unrectified non-performance,
breaches and/or non-compliance as required under the SSU Contract as of the Latest
Practicable Date which would trigger the unilateral termination right of the MIC under the SSU
Contract, (iii) our regular communications with the MIC on this matter where the MIC was
fully notified of the delays in commencing mining operation, and (iv) the MIC Confirmation
Letters, our Kazakhstan Legal Advisors are of the view that there is no risk of termination of
the SSU Contract by the MIC as a result of our delay in the commencement of production at
the Boguty tungsten mine and the other non-compliance with the SSU Contract as described
above.
Taking into account the above view of our Kazakhstan Legal Advisors, our regular
communications with the MIC on our operations at the Boguty tungsten mine, the fact that we
had not received any notification from the MIC indicating any unrectified non-performance,
breaches and/or non-compliance as required under the SSU Contract as of the Latest
Practicable Date, our Directors are of the view that there is no risk of the SSU Contract being
terminated as a result of our delay in the commencement of production at the Boguty tungsten
mine and the other non-compliance with the SSU Contract as described above and such
incidents will not have a material adverse impact on our operations. In August 2024, we
concluded Addendum No. 4 to the SSU Contract with the MIC, which provides that we shall
reach the projected annual production volume in 2025 and comply with the environmental laws
of Kazakhstan in our operations.
In addition, we entered into a memorandum of understanding with the MIID, a
predecessor of the MIC, for potential collaborations in Kazakhstan in July 2023, which, among
other matters, confirmed the contemplated construction of the processing facilities in 2024 and
the MIID’s support of our development of the Boguty Project. Our Directors believe that such
memorandum further shows the MIC’s awareness and support of our operations and
development plans at the Boguty tungsten mine.
According to our Kazakhstan Legal Advisors, in recent years, the MIC terminated a
number of subsoil use contracts due to certain non-performance of obligations under the
relevant subsoil use contracts. See “Risk Factors—Risks relating to Our Business—Our SSU
Contract may be terminated by the relevant competent authority unilaterally, which would have
a material and adverse effect on our business, financial condition and results of operations” for
details of such cases. However, as advised by our Kazakhstan Legal Advisors, our delays in the
commencement of production at the Boguty tungsten mine is significantly different from the
BUSINESS
– 328 –


--- page 340 ---
relevant subsoil users’ failure to perform certain financial obligations under the relevant
subsoil use contracts and subsequent failure to rectify such non-compliance in the recent
termination cases. Particularly, unlike those subsoil users whose contracts were terminated by
the MIC, Subsidiary ZV has been in constant communications with the MIC to update the MIC
on the current status of the Boguty Project and timely responded to any notification letters from
the MIC with appropriate rectification measures. The MIC has also confirmed in the First
Confirmation Letter that it has been satisfied with the approach Subsidiary ZV has taken and
further confirmed that it will not terminate the SSU Contract in the Second Confirmation
Letter. Additionally, subsoil users are entitled to appeal an order of termination of a subsoil use
contract, and some subsoil users have successfully appealed in their cases mainly due to the
MIC’s procedural breaches of the termination process. Therefore, as advised by our
Kazakhstan Legal Advisors, we believe that our situation for the Boguty Project is different
from those in the termination cases.
Environmental Issue Lawsuits in Connection with Our Public Hearings
As required by the relevant Kazakhstan laws and regulations, we are required to hold
public hearings for conducting any activity that may affect the environment in the areas
adjacent to the Boguty deposit. In October 2018, Subsidiary ZV held a public hearing in
connection with changes to the mining works plan on the reserves calculation using new data
on exploration, technology and economics, and a total of three lawsuits were filed against us
in connection with such public hearing. Each of these lawsuits were initiated by individual
community stakeholders ( i.e., individuals who reside in the area adjacent to the contract
territory and whose interests are or may be affected by decisions made on environmental
matters or who have an interest in participating in the process of making those decisions) who
raised various claims on alleged breaches of procedures, including both civil law claims ( i.e.,
they were not offered an opportunity to participate in such public hearings) and administrative
claims ( i.e., the relevant state authority at the time, being the Committee of Ecological
Regulation and Control of the Ministry of Ecology, Geology and Natural Resources, refused to
protect their interests by failing to file the respective claims to the relevant court). Subsidiary
ZV was a co-defendant in these lawsuits together with the relevant state authority and the
Akimat (which means a mayor’s office in Kazakhstan) of the Shelek rural county of the
Enbekshikazakh District of Almaty region. In each of the lawsuits, claimants sought for an
invalidation of the public hearing result without any monetary remedies. If the result of a
public hearing is invalidated, the subsoil user would need to conduct such public hearing again
with the aim to accommodating the relevant request of local community. As of the Latest
Practicable Date, all claims raised in these lawsuits had been dismissed or withdrawn. In
particular, the civil law claims were dismissed on the grounds such as that (a) the lapse of the
statute of limitations set for such claims and (b) the fact that claimants did not show up at the
court hearings. The administrative claims were withdrawn on the grounds such as that (a)
Subsidiary ZV could not be a defendant since it is not an administrative body, i.e.,i ti sa n
improper defendant, and (b) there were various defects in the filed claims and supporting
documents that had not been rectified by the claimants. For each of the lawsuits, the claimants
would have the right to appeal the court’s decision within one month on claims initiated in civil
proceedings and within 10 business days on claims initiated in administrative proceedings,
BUSINESS
– 329 –


--- page 341 ---
upon the issuance of such decision. If the claimants succeed in an appeal and a court decision
supporting their claims is issued, the potential impact on our Group would be a invalidation of
the results of the relevant public hearing. If so, we would need to re-conduct the relevant public
hearing to provide a basis to support certain established documentation for the Boguty Project.
As of the Latest Practicable Date, the appeal period for all these lawsuits had ended. There was
an appeal filed on the decision of one of these lawsuits in May 2024, and the court hearing for
this appeal took place in July 2024. The appellate court rejected this appeal and upheld the
initial court decision that all claims raised in this lawsuit shall be rejected.
If we hold any public hearing in the future, we cannot rule out the possibility that affected
stakeholders, including those claimants who had made claims previously, may make new
claims or lawsuits against us based on the issues involved in such new public hearings. See
“Risk Factors—Risks Relating to Our Business—If we become subject to litigation, legal or
contractual disputes, governmental investigations or administrative proceedings, our
management’s attention may be diverted and we may incur substantial costs and liabilities” for
details of the risks relating to such proceedings.
Going forward, we plan to develop policies and procedures to promote communications
with community stakeholders and governmental authorities with respect to our operations at
the Boguty deposit, including regular communications with the state and local authorities, with
a view to ensuring compliance with applicable laws and regulations and minimizing exposure
to disputes with local stakeholders.
INTERNAL CONTROL AND RISK MANAGEMENT
Risk management is vital to our business as we are exposed to various risks during our
operations. In addition, we are exposed to financial risks that may arise in the ordinary course
of business. Our management team is responsible for establishing our internal control system
and reviewing its effectiveness, which is key to reliable financial reporting and compliance
with applicable laws and regulations. We have established a set of policies and measures to
identify, evaluate and manage the principal risks associated with the tungsten industry, such as
commodity prices, technical difficulties as well as safety and environmental issues in
developing tungsten mines, foreign currency risks, credit risks, compliance with the applicable
Kazakhstani laws (such as mining and tax laws and regulations) and business emergency due
to political changes and community relations maintenance. We will continue to adopt risk
management policies and internal control measures to monitor and assess the potentials risks
that could harm our business. Please refer to “Risk Factors” for details of major risks
associated with our business operations.
In preparation for the Listing, our Group has engaged an independent third party
consultant (the “ Internal Control Consultant ”) to perform a review on selected areas of our
internal controls for financial reporting in January 2023. The scope of the review performed by
the Internal Control Consultant was agreed between us, the Sole Sponsor and the Internal
Control Consultant and covered entity level controls and business process level controls,
including revenue and receivables, purchases and payables, HR and payroll, fixed assets,
BUSINESS
– 330 –


--- page 342 ---
treasury management, insurance, financial reporting, intangible assets, general controls of
information technology, project management, tax, production and cost, and inventory
management. During the review, certain internal control matters were identified and the
Internal Control Consultant performed a follow-up review to review the status of the
management actions taken by our Group to address these findings. The Internal Control
Consultant did not have any further recommendation after the follow-up review. The
preliminary review and the follow-up review were conducted based on information provided
by our Group and no assurance or opinion on internal controls was expressed by the Internal
Control Consultant.
To monitor the ongoing implementation of our risk management policies and corporate
governance measures after the Global Offering, we have adopted or will continue to adopt,
among other things, the following measures:
 adopt various policies to ensure compliance with the Listing Rules, including but not
limited to, aspects related to risk management, connected transactions and
information disclosure;
 establish an audit committee to review and supervise our financial reporting process
and internal control system. For details of the qualifications and experience of the
committee members, please refer to “Directors and Senior Management;”
 establish a set of policies and procedures in relating to mining management,
including but not limited to, license management, production planning and
management, mine site security management, and production safety;
 establish a set of policies in relation to health and safety management, including but
not limited to, emergency response and rescue measures at mining facilities,
accidents and injuries reporting and provision of safety training to our staff;
 when considered necessary and appropriate, we will seek professional advice and
assistance from external legal advisors and/or other appropriate independent
professional advisors with respect to matters related to our internal control and legal
compliance;
 organize training session for our Directors and senior management in respect of the
relevant requirements of the Listing Rules and duties of directors of companies
listed in Hong Kong; and
 appoint a compliance advisor as required under Rule 3A.19 of the Listing Rules to
provide advice to our Directors in respect of matters relating to the Listing Rules
upon the Global Offering.
BUSINESS
– 331 –


--- page 343 ---
In addition, we have established internal anti-corruption, anti-bribery and anti-money
laundering policies to mitigate relevant risks in our operations. For example, we have strict
control over any cash transactions. We regularly monitor all of our bank accounts and have a
multi-level review system for any financial transactions.
After we initiated the trial production in November 2024, we have continued the
development of our Boguty Project to satisfy the conditions for full implementation of the SSU
Contract. We commenced phase I commercial production in April 2025. Going forward, we
will take the following enhanced measures to ensure compliance with the contractual
obligations under the SSU Contract:
 maintain the safety and environmental protection management of our production
process for a safe, stable and timely operation, including the formulation of the
safety and labor protection guidelines, conducting monthly workplace safety
inspections and subsequent rectifications if needed;
 strengthen employee training and management by leveraging a team of experienced
and skillful staff dispatched from China to support the training of local employees
for the commercial production to ensure a stable production;
 strengthen the technology and equipment management of the production system to
ensure that all production equipment is in good condition and will operate as
expected for commercial production to achieve optimal production, including
regular inspection and maintenance of equipment and providing training to
employees to improve operational skills;
 continue to monitor our compliance with the responsibilities and obligations set
forth in the SSU Contract, including the financial obligations to support the training
of local employees and the fund for construction of local infrastructure and land
reclamation, and the application and allocation of employee training and R&D
investment in accordance with the SSU Contract; and
 continue to monitor our compliance with the local laws and regulations, including
timely payment of tax expenses, including engaging external legal advisors in China
and Kazakhstan to provide legal consulting services, commissioning external
agencies to provide training on taxation and financial accounting for personnel
involved in tax management, and require employees to familiarize themselves with
local safety-related legal requirements when conducting business operations.
Based on the above, our Directors are of the view that we have taken reasonable steps to
establish an internal control system and procedures that are adequate and effective to manage
the risks we are exposed to in our business operations.
BUSINESS
– 332 –


--- page 344 ---
OVERVIEW
As of the Latest Practicable Date, our Company was owned by Ever Trillion, a company
wholly owned by Mr. Liu Zijia ( ᄎɿྗ), as to approximately 43.35%, and by Jiangxi Copper
HK, a company wholly owned by Jiangxi Copper, as to approximately 41.65%, respectively.
Immediately following completion of the Global Offering (assuming the Over-allotment
Option is not exercised), Ever Trillion and Jiangxi Copper HK will own approximately 32.51%
and 31.24% of the share capital of our Company, respectively. Jiangxi Copper was in turn
owned as to approximately 43.72% by Jiangxi Copper Corporation Limited as of September 30,
2024. For details, please refer to “Substantial Shareholders” section in this prospectus.
Therefore, each of (A) Jiangxi Copper and Jiangxi Copper HK (being the Jiangxi Copper
Controlling Shareholders Group), and (B) Mr. Liu Zijia and Ever Trillion (being the Ever
Trillion Controlling Shareholders Group) has been and will continue to be two groups of our
Controlling Shareholders after the Listing.
Mr. Liu Zijia, Ever Trillion and Goldblink entered into the Loan Agreement with the
Goldblink Call Option on November 20, 2023. Pursuant to the Loan Agreement, in the event
that Goldblink opts to exercise the Goldblink Call Option after the Listing and assuming the
Over-allotment Option is not exercised and there are no changes to the shareholding of Ever
Trillion and Goldblink and the issued share capital of the Company, then immediately after the
completion of the acquisition of the Target Shares by Goldblink (which at the earliest would
be at the expiry of a 12-month period immediately following the Listing Date), Goldblink
would hold 43,876,000 Shares, representing 9.99% of the share capital of our Company, and
Ever Trillion would hold 98,924,000 Shares, representing 22.52% of the share capital of our
Company. Therefore, in such circumstances, Mr. Liu Zijia and Ever Trillion would cease to be
our Controlling Shareholders. For details of the Loan Agreement and the Goldblink Call
Option, see “History and Corporate Structure—Loan Arrangement between Ever Trillion and
Goldblink”.
OUR RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
Our Principal Business
We are a tungsten mining company based in Kazakhstan and have been focusing on the
development of our Boguty Project. For details, please see “Business” section in this
prospectus.
Principal Business of Jiangxi Copper
Jiangxi Copper is a Sino-foreign joint venture state-owned company with its headquarters
in Nanchang city, Jiangxi Province, the PRC. Jiangxi Copper is primarily engaged in copper
and other non-ferrous metals mining and dressing, smelting and processing, extraction and
processing of scattered metals, sulphuric chemistry and finance and trading fields. It has the
complete industrial chain integrated with exploration, mining, ore dressing, smelting and
processing in copper and related non-ferrous metal fields. Jiangxi Copper is an important
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 333 –


--- page 345 ---
production base of copper, gold, silver and sulphuric chemistry in the PRC, with its products
comprising of more than 50 varieties, including copper cathode, gold, silver, sulphuric acid,
copper rod, copper tube, copper foil, selenium, tellurium, rhenium, bismuth, etc. As of the
Latest Practicable Date, Jiangxi Copper and its associated companies possessed the following
main assets:
 controlling interests in Shandong Humon Smelting Co., Ltd. (΅Ϟ
ʮ̡), a company listed on Shenzhen Stock Exchange (stock code: 002237)
primarily engaged in the exploration, mining, dressing, smelting and chemical
production of gold;
 five smelters under production, all of which are intended for copper and copper
related products;
 five wholly-owned mines under production, all of which are intended for copper and
other related non-ferrous minerals; and
 ten modern copper products processing plants.
As such, Jiangxi Copper and its associated companies are not engaged in the exploration,
mining or sales of tungsten.
Principal Business of Ever Trillion
Ever Trillion, which is ultimately controlled by Mr. Liu Zijia, is a company incorporated
in Hong Kong principally engaged in investment holding.
Mr. Liu Zijia, aged 30, served as a director of our Company from March 2017 to May
2021 and an assistant to president of our Company from March 2019 to January 2020, primarily
responsible for assisting the vice president in the daily management of our Company. Before
joining our Company, he served as a financial planner of AIA Group. Mr. Liu resigned as our
Director due to the Board composition adjustment following CRCCII’s and CCECC HK’s
investment in May 2021 when he also wanted to focus on the management of Ever Trillion and
seeking for investment and financing opportunities for Ever Trillion.
No Competition with our Controlling Shareholders under Rule 8.10 of the Listing Rules
In light of the above, our Controlling Shareholders are not interested in any business,
apart from our businesses, which competes or is likely to compete, either directly or indirectly,
with our businesses under Rule 8.10 of the Listing Rules as of the Latest Practicable Date.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 334 –


--- page 346 ---
COMPETING INTEREST OF DIRECTORS
Our Directors have confirmed that they are not interested in any business, apart from our
businesses, which competes or is likely to compete, either directly or indirectly, with our
business under Rule 8.10 of the Listing Rules as of the Latest Practicable Date.
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS
Taking into consideration the following factors, our Directors believe that we can conduct
our business independently from our Controlling Shareholders and their respective close
associates after the Global Offering.
Operational Independence
We operate our businesses independently from our Controlling Shareholders and their
respective close associates. We have obtained relevant qualifications and licenses, independent
operating premises and systems needed for our businesses. Our Group also has a sufficient
level of business operations, assets, facilities, equipment and employees to operate our
business independently from our Controlling Shareholders and their respective close
associates.
We have our own organizational structure with self-governing departments, each with
specific areas of responsibility in carrying out essential administrative functions without the
support of our Controlling Shareholders. We have an independent human resources
management system and has entered into employment contracts with our employees. We have
our own financial function with a team of independent financial staff. We also maintain a set
of comprehensive internal control procedures to facilitate the effective operation of our
business. We have adopted a set of corporate governance manuals, including the terms of
reference for general meetings and terms of reference for Board meetings, both of which are
based on relevant laws, rules and regulations.
We entered into certain connected transactions with our Controlling Shareholders and
their respective close associates, which will continue after the Listing. See section headed
“Connected Transactions” for more details. All such transactions will be conducted on arm’s
length and on normal commercial terms in the ordinary and usual course of business of our
Group in accordance with the requirements under Chapter 14A of the Listing Rules, the pricing
policy of our Group and our connected persons are not prejudicial to the interests of any of the
parties. Our Directors believe that such transactions will not have affect our operational
independence as a whole.
Based on the above, our Directors are of the view that our Company operates
independently from our Controlling Shareholders.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 335 –


--- page 347 ---
Financial Independence
We have established our own finance department with a team of independent financial
staff who are responsible for our financial management, accounting, reporting, funding and
internal control functions independently from our Controlling Shareholders and their
respective close associates.
We can make financial decisions independently, and our Controlling Shareholders do not
interfere with our use of funds in our ordinary course of business. We have also established an
independent audit system, a standardized accounting system and a financial management
system. In addition, we maintain and manage bank accounts independently and our Controlling
Shareholders and/or their respective close associates do not share any bank accounts with us.
We have made independent tax registration in accordance with applicable laws and paid tax
independently pursuant to applicable tax laws and regulations, rather than on a combined basis
with our Controlling Shareholders or their respective close associates.
As of the Latest Practicable Date, Jiangxi Copper Corporation Limited ( ϪГზุණྠϞ
ʮ̡), the controlling shareholder of Jiangxi Copper, had provided guarantees for certain of
our loan facilities in an aggregate amount of up to EUR188.0 million and RMB92 million with
an independent financial institution (the “ Jiangxi Copper Guarantee ”), and Ever Trillion,
CRCCII and CCECC HK provided counter guarantees to Jiangxi Copper Corporation Limited.
We have received confirmation from such independent financial institution that they have
agreed in principle to release the Jiangxi Copper Guarantee prior to the Listing and we expect
to release the Jiangxi Copper Guarantee and the counter guarantees provided by Ever Trillion,
CRCCII and CCECC HK will be released prior to the Listing. Due to the expected increased
financing capability upon completion of the Listing, we believe that we have the ability to
secure financing independently. In addition, we entered into three loan agreements with our
Controlling Shareholders, pursuant to which the Controlling Shareholders provided
shareholder loans to our Company, which are expected to be settled prior to the Listing. For
details, please see “Financial Information — Indebtedness” in this prospectus. All amounts due
to shareholders will be settled before the Listing. Save as disclosed above, there was no loan,
advance or guarantee provided by members of the group of our Controlling Shareholders or
their respective close associates during the Track Record Period and as of the Latest Practicable
Date.
Based on the above, our Directors are of the view that our Company is able to maintain
financial independence from our Controlling Shareholders and their respective close
associates.
Management Independence
Our business is primarily managed and conducted by our Board and senior management.
Upon the Listing, our Board will consist of eight Directors, including three executive
Directors, two non-executive Directors and three independent non-executive Directors, of
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 336 –


--- page 348 ---
which two Directors (the “ Overlapping Directors ”) hold and will continue to hold positions
in our Controlling Shareholders and/or their respective close associates after the completion of
the Global Offering. For more information, see “Directors and Senior Management.”
The following table sets out the Overlapping Directors of our Company and the
Controlling Shareholders and/or their close associates as of the Latest Practicable Date:
Name Positions held in our Company
Position held in our
Controlling Shareholder
and/or their close associates
Mr. QIU Huaizhi
(ᕿ౽) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Executive Director and
assistant to chief executive
officer
Non-executive director of Ever
Trillion
Mr. ZHA Kebing
(дж) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Non-executive Director Assistant to general manager
and the general manager of
the strategic and investment
department of Jiangxi
Copper
Mr. QIU Huaizhi, an executive Director and the assistant to chief executive officer of our
Company, also serves as a non-executive director of Ever Trillion and does not participate in
the daily business operation and management of Ever Trillion. Therefore, Mr. Qiu does not
expect that his position with Ever Trillion will take up a substantial amount of his time or will
affect his duties and responsibilities in the Company. He will be able to devote sufficient time
to the management of our Company.
Mr. ZHA Kebing is our non-executive Director. He has served as the assistant to general
manager of Jiangxi Copper since December 2013, and the general manager of the strategic
investment department of Jiangxi Copper since February 2022, and will continue to serve in
such position in Jiangxi Copper immediately following the Listing. It is expected that Mr. Zha
will not be involved in our day-to-day business operations as a non-executive Director, and our
Board believes that such arrangement will not affect the discharge of his duties and
responsibilities to us and Jiangxi Copper.
Save as disclosed above, none of our Directors or senior management held any position
in our Controlling Shareholders or their respective close associates. As such, our Company and
the Controlling Shareholders and their respective close associates are principally managed by
separate management teams. Hence, we have sufficient management team members who do not
hold any position in our Controlling Shareholders and their respective close associates and are
independent and have the adequate relevant experience to ensure the normal operation of the
day-to-day business and management of our Group.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 337 –


--- page 349 ---
We believe that our Directors and senior management are capable of managing the
Group’s business and operation independently from our Controlling Shareholders after the
Listing for the following reasons:
(a) except for the Overlapping Directors, the other six Directors are independent of our
Controlling Shareholders, comprising two executive Directors, one non-executive
Director and three independent non-executive Directors, all of whom possess
sufficient knowledge, experience and competence in respect of management and
corporate governance affairs. Accordingly, they are able to discharge their duties
independently from our Controlling Shareholders. Each of our Directors are well
aware of their fiduciary duties which, among other things, require he/she must act
for the benefit of and in the best interests of our Group and not allow any conflict
between his/her duties as a Director and his/her personal interests;
(b) the Board of our Company will have a balanced composition of eight Directors upon
the Listing, three of which are independent non-executive Directors, which ensures
the independence of the Board in making decisions affecting our Company.
Specifically, (A) our independent non-executive Directors are not associated with
any Controlling Shareholders and/or their respective close associates; (B) our
independent non-executive Directors account for more than one third of the Board;
and (C) our independent non-executive Directors individually and collectively
possess the requisite knowledge and experience to provide professional and
experienced advice to our Company. Our Directors are of the view that our
independent non-executive Directors are able to bring impartial and sound judgment
to the decision-making process of our Board and protect the interests of our
Company and our Shareholders as a whole;
(c) having considered the fact that none of our Controlling Shareholders or their
respective close associates is engaged in businesses which are similar to the core
businesses of our Group, the Company believes that the possibility of conflict of
interest or potential conflict of interest issues in discharging the Overlapping
Directors’ duties of business and operation management of our Group is relatively
low. That said, in the event that there is a potential conflict of interest arising out
of any transaction to be entered into between our Company and members of our
Controlling Shareholders or their respective close associates, the interested
Director(s) shall abstain from voting at the relevant board meetings of our Company
in respect of such transactions, and shall not be counted in the quorum and our
independent non-executive Directors shall give their independent opinions to the
Board and/or our independent Shareholders on such transactions pursuant to the
Listing Rules; and
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 338 –


--- page 350 ---
(d) our Company has established internal control mechanisms to manage conflict of
interests, including, among others, the policies and procedures to identify connected
transactions and material interests of our Directors, senior management and
Shareholders to ensure that our Shareholders, Directors or senior management with
conflicting interests in a proposed transaction will abstain from voting on the
relevant resolutions. See “— Corporate Governance Measures” in this section for
further details.
Further, our Directors are of the view, and the Sole Sponsor concurs, that our Group is
independent from the Controlling Shareholders despite that certain Directors and senior
management of our Company (i.e., Mr. Wang Zhongwei, Mr. Zha Kebing, Mr. Zhu Guoshan,
Mr. Liu Peng, Mr. Zhao Yingfeng, Mr. Chen Bo and Mr. Zhang Shengyi) (together, the
“Relevant Management ”) previously worked or concurrently work at Jiangxi Copper and/or
its associated companies, and the Group’s business operation and development have been and
will continue to be profoundly benefited from the experience of the Relevant Management,
which we believe is in the best interest of our Group, for the following reasons:
(i) the Relevant Management have entered into employment contracts with our Group
with effect from their respective date of commencement of working at our Group.
As of the Latest Practicable Date, save for Mr. Zha Kebing, being the non-executive
Director and not involved in the day-to-day management of the Group, and Mr. Zhu
Guoshan, being an independent non-executive Director and has ceased to work at
Jiangxi Copper since November 2007, the Relevant Management was exclusively
employed by our Company. As confirmed by our Company and advised by our PRC
Legal Advisors, the Relevant Management are not dispatched by Jiangxi Copper and
its associates to our Group. Save for Mr. Zha and Mr. QIU Huaizhi as disclosed
above, none of our Directors or senior management held any position in our
Controlling Shareholders or their respective close associates; and
(ii) As disclosed in the section headed “Directors and Senior Management” in this
prospectus, the experience in mining and processing of copper and other nonferrous
metals of the Relevant Management during their work at Jiangxi Copper is
transferable to our Group’s mining activities of tungsten. The Relevant Management
joined our Group to further the exploration and extraction activities of our Group in
an efficient way by allowing the Relevant Management to apply their previous work
experience and skills during the development of Boguty Project, which was in the
interest of the implementation of the Boguty Project and our Group as a whole.
On the basis of the above, our Directors are of the view that our management is
independent from our Controlling Shareholders.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 339 –


--- page 351 ---
CORPORATE GOVERNANCE MEASURES
Upon the completion of the Global Offering, our Company will adopt the following
corporate governance measures to identify and manage potential conflicts of interest:
(i) where a Shareholders’ meeting is held for considering proposed transactions in
which the Controlling Shareholders and/or their respective close associates has a
material interest, our Controlling Shareholders shall abstain from voting on the
relevant resolutions and shall not be counted in the quorum for voting;
(ii) where a Board meeting is held for the matters in which a Director has a material
interest, such Director shall abstain from voting on the relevant resolutions and shall
not be counted in the quorum for voting;
(iii) in the event that our independent non-executive Directors are requested to review
any conflict of interests’ circumstances between our Group and our Controlling
Shareholders and/or Directors, our Controlling Shareholders and/or Directors shall
provide our independent non-executive Directors with all necessary information and
our Company shall disclose the decisions of our independent non-executive
Directors either in its annual report or by way of announcements;
(iv) our Directors (including the independent non-executive Directors) will seek
independent and professional opinions from external advisors at our Company’s cost
as and when appropriate in accordance with the Corporate Governance Code and
Corporate Governance Report as set out in Appendix C1 to the Listing Rules;
(v) our Company has established internal control mechanisms to identify connected
transactions. Any transaction between our Company and our Controlling
Shareholders and their close associates shall comply with the relevant requirements
of the Listing Rules, including, where appropriate, the announcement, reporting, and
independent Shareholders’ approval (if applicable) requirements; and
(vi) our Company has appointed Guolian Securities International Capital Market Co.,
Limited as our compliance advisor, which will provide advice and guidance to us in
respect of compliance with the Listing Rules and applicable laws, rules, codes and
guidelines, including but not limited to various requirements relating to Directors’
duties and internal controls.
Based on the above, our Directors are satisfied that our Company has sufficient and
effective corporate governance measures to manage conflicts of interest between our Group
and our Controlling Shareholders and/or Directors to protect minority Shareholders’ rights
after the Listing.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 340 –


--- page 352 ---
OVERVIEW
We have entered into transactions with certain entities that will become our connected
persons (as defined under Chapter 14A of the Listing Rules) upon the Listing. Such
transactions will continue after the Listing and will therefore constitute our continuing
connected transactions under Chapter 14A of the Listing Rules.
CONNECTED PERSONS
Upon Listing, the following entities with whom we have entered into transactions will
become our connected persons under the Listing Rules:
Connected Persons Connected Relationship
CCECC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118CRCC will indirectly hold, through two indirectly
wholly-owned subsidiaries (namely, CCECC HK and
CRCCII), an aggregate of approximately 11.25% issued
capital in the enlarged share capital of our Company
upon the Listing, and therefore be our substantial
shareholder and connected person pursuant to Chapter
14A of the Listing Rules.
CCECC, as a wholly-owned subsidiary of CRCC, will
therefore be our connected person pursuant to Chapter
14A of the Listing Rules. CCECC is a company
incorporated in the PRC principally engaged in the
worldwide project contracting, civil engineering design
and consultancy, industrial mining, import and export
activities.
Jiangxi Copper Hong Kong
Company Limited ( ϪГზ
ʮ̡)
(“JCHK”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Jiangxi Copper HK will directly hold approximately
31.24% issued shares in the enlarged share capital of
our Company upon the Listing, and therefore be one of
our Controlling Shareholders and connected person
pursuant to Chapter 14A of the Listing Rules.
JCHK, as a wholly-owned subsidiary of Jiangxi Copper,
which in turn wholly owns Jiangxi Copper HK, will
therefore be our connected person pursuant to Chapter
14A of the Listing Rules. JCHK is a company
incorporated in Hong Kong principally engaged in
copper mining, milling, smelting and refining to
produce copper-related products.
CONNECTED TRANSACTIONS
– 341 –


--- page 353 ---
Connected Persons Connected Relationship
Jiangxi Copper Group
(Dexing) Foundry Co., Ltd.
ϪГზุණྠ(ᅃጳ)ᛟிϞ
ʮ̡ (“Jiangxi Copper
Dexing Foundry ”) /H1118/H1118/H1118/H1118/H1118/H1118
Jiangxi Copper HK will directly hold approximately
31.24% issued shares in the enlarged share capital of
our Company upon the Listing, and therefore be one of
our Controlling Shareholders and connected person
pursuant to Chapter 14A of the Listing Rules.
Jiangxi Copper Dexing Foundry, as a wholly-owned
subsidiary of Jiangxi Copper, which in turn wholly
owns Jiangxi Copper HK, will therefore be our
connected person pursuant to Chapter 14A of the Listing
Rules. Jiangxi Copper Dexing Foundry is a company
established in the PRC principally engaged in precision
copper alloy castings for industrial applications.
Jiangxi Copper Group
(Yanshan) Mineral
Processing Reagents Co.,
Ltd. ϪГზุණྠ(དʆ)፯
ʮ̡ (“Jiangxi
Copper Y anshan ”) /H1118/H1118/H1118/H1118/H1118/H1118
Jiangxi Copper HK will directly hold approximately
31.24% issued shares in the enlarged share capital of
our Company upon the Listing, and therefore be one of
our Controlling Shareholders and connected person
pursuant to Chapter 14A of the Listing Rules.
Jiangxi Copper Yanshan, as a wholly-owned subsidiary
of Jiangxi Copper, which in turn wholly owns Jiangxi
Copper HK, will therefore be our connected person
pursuant to Chapter 14A of the Listing Rules. Jiangxi
Copper Yanshan is a company established in the PRC
principally engaged in the supply of flotation collectors
and depressants in China.
CONNECTED TRANSACTIONS
– 342 –


--- page 354 ---
SUMMARY OF OUR CONTINUING CONNECTED TRANSACTIONS
No. Nature of transactions
Applicable
Listing
Rules Waiver sought
Proposed annual caps for
the year ending
December 31,
2025 2026 2027
HKD in millions
Non-exempt continuing connected transactions subject to reporting, annual review, and
announcement requirements
1. Procurement of equipment from
CCECC
14A.76(2) and
14A.105
Reporting, annual review and
announcement requirements
under Chapter 14A of the
Listing Rules
23.0 — —
2. Procurement of production
materials from Jiangxi Copper
Dexing Foundry and Jiangxi
Copper Yanshan
14A.76(2) and
14A.105
Reporting, annual review and
announcement requirements
under Chapter 14A of the
Listing Rules
87.0 87.0 87.0
Non-exempt continuing connected transactions subject to reporting, annual review,
announcement and independent Shareholders’ approval requirements
1. Construction services
provided by CCECC and
its subsidiaries
14A.76(2) and
14A.105
Reporting, annual review,
announcement, circular and
independent Shareholders’
approval requirements under
Chapter 14A of
the Listing Rules
266.0 100 –
2. Mining services provided by
CCECC and/or its subsidiaries
14A.76(2) and
14A.105
Reporting, annual review,
announcement, circular and
independent Shareholders’
approval requirements under
Chapter 14A of the Listing
Rules
126.0 – –
RMB in millions
3. Supply of scheelite to Jiangxi
Copper Hong Kong Company
Limited
14A.76(2) and
14A.105
Reporting, annual review,
announcement, circular and
independent Shareholders’
approval requirements under
Chapter 14A of the Listing
Rules
– 250.0 –
CONNECTED TRANSACTIONS
– 343 –


--- page 355 ---
NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS SUBJECT TO
REPORTING, ANNUAL REVIEW AND ANNOUNCEMENT REQUIREMENTS
1. Construction Services and Equipment Procurement Framework Agreement —
Procurement of Equipment
Parties: CCECC (for itself and on behalf of its subsidiaries) (as supplier); and
Our Company (for itself and on behalf of its subsidiaries) (as purchaser).
Principal terms
On August 18, 2025, we have entered into a construction services and related equipment
procurement framework agreement with CCECC (the “ Construction Services and Equipment
Procurement Framework Agreement ”), pursuant to which CCECC has agreed to provide the
facilities and equipment installed during the construction and infrastructure mining, including
the facilities and equipment for the mining processing system, mining waste system, ancillary
and public system, the general layout and transportation system (the “ Related Equipment ”)
and the relevant installation, transportation, acceptance inspection and warranty services in the
construction and mining of the Boguty Project.
The Construction Services and Equipment Procurement Framework Agreement will have
a term commencing from the Listing Date and ending on December 31, 2026, subject to
renewal by mutual consent and negotiation between the parties. Both parties (and/or their
subsidiaries) have separately entered and will enter into specific agreements which set out the
specific terms and conditions, including the purchase price, payment method, the expected
completion time and scope and period of warranty in respect of the relevant transaction in
accordance with the principles set out in the Construction Services and Equipment
Procurement Framework Agreement.
In particular, Subsidiary ZV has entered into an equipment procurement agreement with
CCECC (as amended and supplemented), the principal terms of which are set out as follows:
(i) all Relevant Equipment shall be delivered by August 31, 2024;
(ii) CCECC’s liability in the events of default (including failure to deliver on time,
failure to comply with requirements under the agreement, quality defects,
infringement of third-party IP rights). Specifically, CCECC shall be liable for
penalty in the event of (a) delay in delivery of the Relevant Equipment, at a daily
rate of 0.05% with a cap of 5% of the total fee amount under the agreement, (b)
failure to comply with requirements under the agreement, being 5% of the price of
the Relevant Equipment, and (c) failure to comply with quality assurance
obligations, being 20% of the price of the Relevant Equipment;
CONNECTED TRANSACTIONS
– 344 –


--- page 356 ---
(iii) that Subsidiary ZV shall be entitled to unilaterally terminate the agreement if
CCECC refuses to perform the agreement; and
(iv) the quality assurance period being 24 months.
Reasons for the transaction
When we procure the Related Equipment in the ordinary and usual course of our business,
we select suppliers by open tenders based on evaluation and selection procedures conducted by
a committee comprising of four experts selected by a third party and a representative from our
Company taking into account various factors including our business needs, the pricing terms,
the service fees charged, the quality of the equipment, payment terms, track record and the
industry experience of the suppliers. We adopted the engineering, procurement and
construction model and published an announcement in respect of the supplier selection.
CCECC has expertise in project contracting, civil engineering design and consultancy,
industrial mining, import and export activities. During the Track Record Period, we had
procured certain Related Equipment from CCECC and its subsidiaries through the open tender
in the construction of the Boguty Project in the ordinary and usual course of our business. We
entered into such arrangements with CCECC and its subsidiaries due to the competitiveness of
the prices and quality of the equipment offered by it. Further, we have a long-term and stable
business relationship with CCECC and its subsidiaries, and therefore CCECC and its
subsidiaries are familiar with the construction process and needs, quality standards and
requirements of the Boguty Project, and are able to supply the Related Equipment in a timely
manner. Our Directors believe that maintaining a stable and quality business relationship with
CCECC and its subsidiaries will facilitate our current and future construction of the Boguty
Project.
Pricing policy
The purchase price of the Related Equipment shall be determined based on arm’s length
negotiations between our Company, CCECC and the equipment suppliers based on the
estimated fee according to the preliminary design of the Boguty Project with reference to the
industry guiding price, the market price and prices available from suppliers who are
Independent Third Parties.
The business department of our Company will review the purchase price of the Related
Equipment on a regular basis with reference to the market condition and the market rates of
comparable products offered by other independent supplier and report to our senior
management, if necessary, for their approval of any adjustment, to ensure that the transactions
under the Construction Services and Equipment Procurement Framework Agreement are
conducted on normal commercial terms.
CONNECTED TRANSACTIONS
– 345 –


--- page 357 ---
Historical amounts
Set out below are the approximate historical amounts incurred by our Group and the
corresponding percentages of relevant expenses for the procurement of the Related Equipment
from CCECC and/or its subsidiaries during the Track Record Period:
For the year ended December 31,
For the
six months
ended June 30,
2022 2023 2024 2025
(HKD in
millions) %
(HKD in
millions) %
(HKD in
millions) %
(HKD in
millions) %
Payments for procurement of
the equipment /H1118/H1118/H1118/H1118/H1118/H1118/H111866.0 99 148.7 99 124.2 99 0 0
Annual caps and basis of caps
The proposed annual caps for the procurement of the Related Equipment under the
Construction Services and Equipment Procurement Agreement for the years ending December
31, 2025 and 2026 are HK$23.0 million and nil.
In determining the proposed annual caps for the transactions contemplated under the
Construction Services and Equipment Procurement Framework Agreement, we have
considered, among others, the following key factors:
(a) the amount of the Related Equipment procured by our Group from CCECC in light
of the expected completion of construction and the installation and commissioning
of the Related Equipment of the Boguty Project, as well as certain additional
equipment and facilities installed in relation to the additional construction work
undertaken by CCECC, in the year ended December 31, 2024;
(b) the amount settled for the Related Equipment procured in the year ended December
31, 2024, as well as the remaining amount which has not yet been settled in 2024
and will be settled by the end of 2025 by the Group to CCECC for the Related
Equipment procured;
(c) as our Company does not intend to procure additional facilities and equipment from
CCECC after the completion of the Boguty Project, the annual caps for the year
ending December 31, 2026 is nil; and
(d) the expected fluctuation in currency exchange rate as the transaction amounts in the
underlying agreements were agreed in RMB.
CONNECTED TRANSACTIONS
– 346 –


--- page 358 ---
Listing Rules implications
As the highest applicable percentage ratio of the transactions with respect to the
procurement of the Related Equipment under the Construction Services and Equipment
Procurement Framework Agreement for the years ending December 31, 2026 calculated for the
purposes of Chapter 14A of the Listing Rules is expected to be more than 0.1% but less than
5% on an annual basis, these transactions will be subject to the reporting, annual review,
announcement requirements, but will be exempt from the circular and independent
Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
2. Procurement of production materials
Parties : Jiaxin Zhuhai (as purchaser); and
Jiangxi Copper Dexing Foundry/Jiangxi Copper Yanshan (as supplier, as the
case may be).
Principal terms
On August 18, 2025, we have entered into two production materials procurement
framework agreements (the “ Production Materials Procurement Framework Agreements ”)
with Jiangxi Copper Dexing Foundry and Jiangxi Copper Yanshan, respectively:
(i) Jiaxin Zhuhai agreed to purchase and Jiangxi Copper Dexing Foundry agreed to
supply processing and production materials as our production and operation may
require from time to time, including but not limited to steel balls, mill liner, etc.; and
(ii) Jiaxin Zhuhai agreed to purchase and Jiangxi Copper Yanshan agreed to supply
chemicals for the extraction and processing of tungsten as we may require from time
to time, including but not limited to collector for scheelite, sodium carbonate, etc..
Each of the Production Materials Procurement Framework Agreements has a term
commencing from the date of agreement and ending on December 31, 2027. The parties will
enter into separate underlying agreements which will set out the specific terms and conditions
for the procurement of production materials under the Production Materials Procurement
Framework Agreements.
CONNECTED TRANSACTIONS
– 347 –


--- page 359 ---
Reasons for the transaction
Subject to necessary open tenders process of our Company taking into account various
factors including our business needs, the pricing terms, the service fees charged, the quality of
the production materials, payment terms, track record and the industry experience of the
suppliers, it is expected that we will procure processing and production materials and
chemicals from Jiangxi Copper Dexing Foundry and/or Jiangxi Copper Yanshan (as the case
may be) from time to time in the ordinary and usual course of business, mainly taking into
account (i) competitiveness of the prices and quality of the materials and chemicals offered by
Jiangxi Copper Dexing Foundry and Jiangxi Copper Yanshan (as the case may be), (ii) a
long-term and stable business relationship with Jiangxi Copper and its subsidiaries, (iii) the
familiarity of Jiangxi Copper and its subsidiaries with the production and processing needs,
quality standards and requirements of our operation. Our Directors believe that maintaining a
stable and quality business relationship with Jiangxi Copper and its subsidiaries will facilitate
our business growth.
Pricing policy
The purchase price of the production materials and chemicals as contemplated under the
Production Materials Procurement Framework Agreements shall be determined based on arm’s
length negotiations between our Company, and Jiangxi Copper Dexing Foundry and/or Jiangxi
Copper Yanshan (as the case may be) with reference to historical and market transaction price,
taking into account various factors including but not limited to the type of products, transaction
volume and the prices for the procurement of products of similar nature, type and quantity by
our Group from Independent Third Parties in the market. The terms are to be no less favorable
to our Group compared to those transactions between our Group and Independent Third Parties,
which are in the best interests of our Company and our Shareholders as a whole.
The business department of our Company will review the purchase price of such
production materials and chemicals as contemplated under the Production Materials
Procurement Framework Agreements on a regular basis with reference to the market condition
and the market rates of comparable products offered by other independent supplier and report
to our senior management, if necessary, for their approval of any adjustment, to ensure that the
transactions under the Production Materials Procurement Framework Agreements are
conducted on normal commercial terms.
CONNECTED TRANSACTIONS
– 348 –


--- page 360 ---
Historical amounts
For the year ended December 31, 2024, the historical transaction amounts incurred by our
Group and the corresponding percentages of relevant expenses with respect to the procurement
of (i) processing and production materials, and (ii) chemicals for the extraction and processing
of tungsten, respectively, as contemplated under the Production Materials Procurement
Framework Agreements were as follows:
For the year ended
December 31, 2024
For the six months
ended June 30, 2025
(HKD in
millions) %
(HKD in
millions) %
Procurement of processing
and production materials
from Jiangxi Copper
Dexing Foundry /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.9 100 11.1 100
Procurement of chemicals for
the extraction and
processing of tungsten
from Jiangxi Copper
Yanshan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.7 100 18.7 100
Annual caps and basis of caps
The following table sets forth the proposed annual caps for the transaction amounts to be
paid by us to Jiangxi Copper Dexing Foundry and/or Jiangxi Copper Yanshan (as the case may
be) under the Production Materials Procurement Framework Agreements:
Proposed annual caps for the
year ending December 31,
2025 2026 2027
HKD in millions
Procurement of processing and
production materials from Jiangxi
Copper Dexing Foundry /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831.0 31.0 31.0
Procurement of chemicals for the
extraction and processing of tungsten
from Jiangxi Copper Yanshan /H1118/H1118/H1118/H1118/H1118/H111856.0 56.0 56.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111887.0 87.0 87.0
CONNECTED TRANSACTIONS
– 349 –


--- page 361 ---
In determining the proposed annual caps for the transactions contemplated under the
Production Materials Procurement Framework Agreements, we have considered, among others,
the following key factors:
Procurement of processing and production materials from Jiangxi Copper Dexing Foundry
(a) the historical amounts of the transactions between our Group and Jiangxi Copper
Dexing Foundry during the Track Record Period in respect of our procurement of
processing and production materials. As we just commenced phase I commercial
production in April 2025, the historical amounts incurred by us for procurement of
processing and production materials were relatively small during the Track Record
Period, while the Company expects a steady increase in its demand for such
materials going forward with the expansion in production scale of the Boguty
Project;
(b) the expected amount of processing and production materials to be procured by our
Group from Jiangxi Copper Dexing Foundry to meet the needs of our future business
development;
(c) other factors including but not limited to the expected prices of processing and
production materials, with reference to the historical market prices for processing
and production materials (for example, historical market prices for steel balls
ranging from RMB3,300 to RMB4,900), the inflation forecast as adopted in the
Independent Technical Report as set out in Appendix III to this prospectus, and the
costs and expenses relating to labor and market trends; and
(d) the expected fluctuation in currency exchange rate as the transaction amounts in the
underlying agreements are expected to be agreed in RMB.
Procurement of chemicals for the extraction and processing of tungsten from Jiangxi
Copper Yanshan
(a) the historical amounts of the transactions between our Group and Jiangxi Copper
Yanshan during the Track Record Period in respect of our procurement of chemicals
for the extraction and processing of tungsten. As we just commenced phase I
commercial production in April 2025, the historical amounts incurred by us for
procurement of chemicals for the extraction and processing of tungsten were
relatively small during the Track Record Period, while the Company expects a
steady increase in its demand for such materials going forward with the expansion
in production scale of the Boguty Project;
(b) the expected amount of procurement of chemicals for the extraction and processing
of tungsten by our Group from Jiangxi Copper Yanshan to meet the needs of our
future business development;
CONNECTED TRANSACTIONS
– 350 –


--- page 362 ---
(c) other factors including but not limited to the expected prices of chemicals for the
extraction and processing of tungsten and their potential fluctuations, with reference
to the historical market prices for chemicals for the extraction and processing of
tungsten (for example, market prices for sodium carbonate ranging from RMB1,500
to RMB3,500), the inflation forecast as adopted in the Independent Technical Report
as set out in Appendix III to this prospectus, and the costs and expenses relating to
labor and market trends; and
(d) the expected fluctuation in currency exchange rate as the transaction amounts in the
underlying agreements are expected to be agreed in RMB.
Listing Rules implications
The transactions pursuant to the Production Materials Procurement Framework
Agreements are considered connected under Rule 14A.81 of the Listing Rules and should be
aggregated for the purposes of classification as Jiangxi Copper Dexing Foundry and Jiangxi
Copper Yanshan are both wholly-owned by Jiangxi Copper, and therefore connected.
As the highest applicable percentage ratio of the transactions with respect to the
procurement of (i) processing and production materials; and (ii) chemicals for the extraction
and processing of tungsten under the Production Materials Procurement Framework
Agreements for the years ending December 31, 2025, 2026 and 2027, on an aggregated basis,
calculated for the purposes of Chapter 14A of the Listing Rules is expected to be more than
0.1% but less than 5% on an annual basis, these transactions will be subject to the reporting,
annual review, announcement requirements, but will be exempt from the circular and
independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
CONNECTED TRANSACTIONS
– 351 –


--- page 363 ---
NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS SUBJECT TO
REPORTING, ANNUAL REVIEW, ANNOUNCEMENT, CIRCULAR AND
INDEPENDENT SHAREHOLDERS’ APPROV AL REQUIREMENTS
1. Construction Services and Equipment Procurement Framework Agreement —
Construction Services
Parties: CCECC (for itself and for its subsidiaries) (as supplier); and
Our Company (for itself and for its subsidiaries) (as purchaser).
Principal terms
Under the abovementioned Construction Services and Equipment Procurement
Framework Agreement, our Group will procure (i) construction and infrastructure mining
services, including the construction of mining processing system, mining waste system,
ancillary and public system, the general layout and transportation system, and (ii) stripping and
mining work in the open pit mining from CCECC and its subsidiaries according to our needs
in the construction and mining of the Boguty Project.
Relevant subsidiaries of both parties have separately entered and will enter into specific
agreements which set out the specific terms and conditions, including the fees and payment
method, construction standards and period, termination clauses and penalty in the events of
delay in construction in respect of the relevant transaction in accordance with the principles set
out in the Construction Services and Equipment Procurement Framework Agreement.
In particular, Subsidiary ZV has entered into several construction and engineering
agreements with CCECC and its subsidiary, the principal terms of which are set out as follows:
(i) the construction period ranging from 578 days to 882 days (from August 1, 2021 to
December 31, 2023);
(ii) that Subsidiary ZV shall be entitled to unilaterally terminate the agreement in the
event of (a) a material delay in the commencement of construction, (b) a material
delay in the progress and completion of construction, or (c) material quality defects
in the construction work;
(iii) that CCECC and its subsidiary shall be liable for penalties in the event of delay in
construction at a daily rate ranging from 0.01% to 0.1% with a cap of 5% of the total
fee amount under the respective agreement; and
(iv) the quality assurance period ranging from two years to the period until expiration of
the reasonable use duration.
CONNECTED TRANSACTIONS
– 352 –


--- page 364 ---
Reasons for the transaction
When we procure construction services in the ordinary and usual course of our business,
we select suppliers by open tenders based on evaluation and selection procedures conducted by
a committee comprising of four experts selected by a third party and a representative from our
Company taking into account various factors including our business needs, the service fees
charged, quality of the services, the license and qualifications, track record and the industry
experience of the suppliers. We adopted the engineering, procurement and construction model
and published an announcement in respect of the supplier selection. CCECC has expertise in
project contracting, civil engineering design and consultancy, industrial mining, import and
export activities. During the Track Record Period, we had procured construction services from
CCECC and its subsidiaries through the open tender in the ordinary and usual course of our
business. We entered into such arrangements with CCECC and its subsidiaries due to the
competitiveness of the prices and quality of the services offered by it. Further, we have a
long-term and stable business relationship with CCECC and its subsidiaries, and therefore
CCECC and its subsidiaries are familiar with the construction process and needs, quality
standards and requirements of the Boguty Project, and are able to supply the construction
services on a constant basis. Our Directors believe that maintaining a stable and quality
business relationship with CCECC and its subsidiaries will facilitate our current and future
construction of the Boguty Project.
Pricing policy
The service fees with respect to the construction services provided by CCECC and its
subsidiaries shall be determined based on an estimated fee according to the preliminary design
of the Boguty Project, with reference to various factors, including (i) availability and cost of
raw materials and equipment and machinery, labor and subcontractors; (ii) the local guiding
prices (if any) of all kinds of raw materials required for such relevant construction work; (iii)
the project schedule, the complexity and scale of the construction project; (iv) the geographical
location and environmental conditions of the project site; (v) the market price and prices
available from suppliers who are Independent Third Parties; and (vi) the applicable taxation to
be borne by CCECC, subject to further adjustments on the occasion of the variation of major
technical and economic indicators including floor area, structure and form, major equipment
model and import value-added tax.
The business department of our Company will review the pricing for relevant services on
a regular basis with reference to the market condition and the market rates of comparable
services offered by other independent supplier and report to our senior management, if
necessary, for their approval of any adjustment, to ensure that the transactions under the
Construction Services and Equipment Procurement Framework Agreement are conducted on
normal commercial terms.
CONNECTED TRANSACTIONS
– 353 –


--- page 365 ---
Historical amounts
Set out below are the approximate historical amounts incurred by our Group and the
corresponding percentages of relevant expenses for the procurement of construction and other
services from CCECC and/or its subsidiaries during the Track Record Period:
For the year ended December 31,
For the
six months
ended June 30,
2022 2023 2024 2025
(HKD in
millions) %
(HKD in
millions) %
(HKD in
millions) %
(HKD in
millions) %
Construction services
paid and payable /H1118/H1118/H1118/H1118/H1118249.0 100 607.1 100 260.5 100 28.7 100
Note:
1. The historical amount was calculated based on the annual average exchange rate published by the
National Bank of Kazakhstan for each of the three years ended December 31, 2022, 2023 and 2024.
Annual caps and basis of caps
The proposed annual caps for the transactions contemplated under the Construction
Services and Equipment Procurement Framework Agreement for the years ending December
31, 2025 and 2026 are HK$266.0 million and HK$100 million.
In determining the proposed annual caps for the transactions contemplated under the
Construction Services and Equipment Procurement Framework Agreement, we have
considered, among others, the following key factors:
(a) the amount of the construction services procured by our Group for the Boguty
Project in the year ended December 31, 2024;
(b) the amount of additional construction work for the Boguty Project to be undertaken
by CCECC in response to the demand for development during the construction
process in the year ending December 31, 2025;
(c) the expected increase in the average market price of the services and the costs of
labor and construction materials in the year ending December 31, 2025;
(d) that our Company expected that certain on-site refining construction work will
further be extended to the year ending December 31, 2026, and we therefore expect
to procure additional construction services from CCECC in 2026; and
CONNECTED TRANSACTIONS
– 354 –


--- page 366 ---
(e) the expected fluctuation in currency exchange rate as the transaction amounts in the
underlying agreements were agreed in RMB.
Listing Rules implications
As the highest applicable percentage ratio of the transactions with respect to the
construction services under the Construction Services and Equipment Procurement Framework
Agreement for the years ending December 31, 2026 calculated for the purposes of Chapter 14A
of the Listing Rules is expected to be more than 5% on an annual basis, these transactions will
be subject to the reporting, annual review, announcement and independent Shareholders’
approval requirements under Chapter 14A of the Listing Rules.
2. Mining Services Procurement Agreement
Parties: CCECC Kazakhstan Branch (ᔜд౶վʱʮ̡), a
wholly-owned subsidiary of CCECC (“ CCECC Kazakhstan Branch ”) (as
supplier); and
Subsidiary ZV (as purchaser).
Principal terms
On October 17, 2024, we have entered into a mining services procurement agreement with
CCECC Kazakhstan Branch (the “ Mining Services Procurement Agreement ”) through open
tender, pursuant to which Subsidiary ZV will procure stripping and mining work in the open
pit mining from CCECC Kazakhstan Branch according to our needs in the production phase of
the Boguty Project.
The Mining Services Procurement Agreement has a term commencing from the date of
agreement and ending on the 447th date after the date of agreement, that is, January 7, 2026.
The principal terms of the Mining Services Procurement Agreement are set out as follows:
(i) the service period shall last till January 7, 2026, which is expected to cover the
demand for mining services of the Boguty Project for the year ending December 31,
2025;
(ii) that Subsidiary ZV shall be entitled to unilaterally terminate the Mining Services
Procurement Agreement if the agreement cannot continue to be performed; and
(iii) that CCECC Kazakhstan Branch shall be liable for penalties in the event of delay in
provision of services at a daily rate of 0.1% with a cap of 10% of the total fee
amount under the Mining Services Procurement Agreement.
CONNECTED TRANSACTIONS
– 355 –


--- page 367 ---
Reasons for the transaction
During the production phase of the Boguty Project, we outsource part of the mining
services and select suppliers by open tenders based on evaluation and selection procedures
conducted by a committee comprising of four experts selected by a third party and a
representative from our Company taking into account various factors including our business
needs, the service fees charged, quality of the services, the license and qualifications, track
record and the industry experience of the suppliers. We published an announcement in respect
of the supplier selection. As advised by Frost & Sullivan, subcontracting mining services is not
uncommon and is in line with industry practices. Subsidiary ZV has mining management and
technical personnel and is responsible for the management and supervision of mining
operations, preparation of stripping and mining work plan, delegating stripping and mining
tasks, evaluating and managing the stripping volume and assessing the mining and stripping
work in accordance with applicable regulations. CCECC Kazakhstan Branch is responsible for
completing the mining and stripping tasks in accordance with the plans and under the
supervision of Subsidiary ZV . We entered into such arrangements with CCECC Kazakhstan
Branch due to its expertise in industrial mining activities and the competitiveness of the prices
and quality of the services offered by it. Further, we have a long-term and stable business
relationship with CCECC and its subsidiaries, and therefore CCECC and its subsidiaries are
familiar with the mining process and needs, quality standards and requirements of the
production phase of the Boguty Project, and are able to supply the mining services on a
constant basis. Our Directors believe that maintaining a stable and quality business relationship
with CCECC and its subsidiaries will facilitate the production phase of the Boguty Project.
Pricing policy
The service fees with respect to the mining services provided by CCECC Kazakhstan
Branch shall be determined based on based on arm’s length negotiations between Subsidiary
ZV and CCECC Kazakhstan Branch based on the market price and prices available from
suppliers who are Independent Third Parties.
The business department of our Company will review the pricing for relevant services on
a regular basis with reference to the market condition and the market rates of comparable
services offered by other independent supplier and report to our senior management, if
necessary, for their approval of any adjustment, to ensure that the transactions under the
Mining Services Procurement Agreement are conducted on normal commercial terms.
CONNECTED TRANSACTIONS
– 356 –


--- page 368 ---
Historical amounts
For the year ended December 31, 2024, the historical transaction amounts incurred by our
Group and the corresponding percentages of relevant expenses with respect to the procurement
of the mining services as contemplated under the Mining Services Procurement Agreement
were as follows:
For the year ended
December 31, 2024
For the six months
ended June 30, 2025
(HKD in
millions) %
(HKD in
millions) %
Procurement of mining
services by our Group
under the Mining Services
Procurement Agreement /H1118/H1118 3.4 100 44.7 100
Annual caps and basis of caps
The proposed annual caps for the procurement of mining services under the Mining
Services Procurement Agreement for the years ending December 31, 2025 and 2026 are
HK$126.0 million and nil.
The proposed annual caps for the transactions contemplated under the Mining Services
Procurement Agreement are determined based on the existing agreement which adopts the
pricing basis as set out above and with reference to, among others, (i) the expected demand for
mining services to be undertaken by CCECC Kazakhstan Branch under the production phase
of the Boguty Project for 2025; (ii) the expected increase in the average market price of the
mining services and the costs of labor and raw materials in the year ending December 31, 2025;
and (iii) the expected fluctuation in currency exchange rate as the transaction amounts with
Mining Service Procurement Agreement were agreed in Kazakhstan Tenge.
Listing Rules implications
As the highest applicable percentage ratio of the transactions with respect to the Mining
Services Procurement Agreement for the years ending December 31, 2025 calculated for the
purposes of Chapter 14A of the Listing Rules is expected to be more than 5% on an annual
basis, these transactions will be subject to the reporting, annual review, announcement and
independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
3. Scheelite Sales Agreement
Parties: Subsidiary ZV (as supplier); and
Jiangxi Copper Hong Kong Company Limited (“ JCHK”, as purchaser).
CONNECTED TRANSACTIONS
– 357 –


--- page 369 ---
Principal terms
On April 2, 2025, Subsidiary ZV have entered into a restated scheelite sales agreement
with JCHK (the “ Scheelite Sales Agreement ”) (which was further amended by a supplemental
agreement dated July 31, 2025 between the relevant parties), pursuant to which Subsidiary ZV
will supply certain amount of scheelite concentrate to JCHK.
The Scheelite Sales Agreement has a term commencing from the date of agreement and
ending on completion of the sales transactions contemplated thereunder, which is expected to
be June 2025. The principal terms of the Scheelite Sales Agreement are set out as follows:
(i) Subsidiary ZV agreed to sell, and JCHK agreed to purchase at its discretion and
option, approximately 1,650 tonnes of scheelite concentrate containing 65% WO
3
(the “ Products ”). The Products are expected to be delivered from Kazakhstan in
batch of 140 tonnes each month from January 2026 to December 2026. Unless
agreed in writing by JCHK, such delivery of the Products shall be completed by
December 31, 2026;
(ii) The delivery of the Products shall be carried out by truck, and Subsidiary ZV will
bear the costs for transportation and related insurance costs, while JCHK or its
designated third party shall be responsible for customs clearance and bear the related
costs and taxes arising therefrom;
(iii) The detailed sales price of the Products shall be agreed and determined by December
31, 2025. JCHK agreed to make a pre-payment of RMB200 million to Subsidiary ZV
(the “ Pre-paid Amount ”), which will be settled in three instalments, being (1) a
first installment of RMB100 million settled by JCHK before January 6, 2025, (2) a
second installment of RMB50 million settled by JCHK before May 15, 2025, and (3)
a third installment of RMB50 million to be further paid by JCHK upon written
request from Subsidiary ZV;
(iv) The Parties further agreed that (1) in the event where JCHK has paid RMB150
million as part of the Pre-paid Amount, Subsidiary ZV agreed to provide a direct
deduction of RMB7049.83 per ton or such equivalent USD amount on the sales price
of the Products; and (2) in the event where JCHK has settled in part or in full of the
third installment of the Pre-paid Amount, Subsidiary ZV agreed to provide a direct
deduction of RMB8790.57 per ton or such equivalent USD amount on the sales price
of the Products;
(v) Subsidiary ZV shall deliver the first batch of Products in January 2026, and shall
discuss with JCHK in advance at the beginning of each month as to the delivery
amount of the Products and the corresponding amount to be deducted from the
CONNECTED TRANSACTIONS
– 358 –


--- page 370 ---
Pre-paid Amount. If JCHK expected that there will still be certain amount remaining
after such deduction of the Pre-paid Amount after December 31, 2026, JCHK is
entitled to notify Subsidiary ZV , by the end of November 2026, to extend the
deadline for delivery; and
(vi) Subsidiary ZV may terminate the supply of the Products if (1) for the period from
the date of the Scheelite Sales Agreement up to December 31, 2025, it provides
JCHK with 10 working days’ written notice in advance; and (2) since December 31,
2025, it provides JCHK with 10 working days’ written notice in advance and pays
a fee as prescribed in the Scheelite Sales Agreement.
Reasons for the transaction
Our Company has first commenced the trial production of the Boguty Project in
November 2024. As Jiangxi Copper has solid industry experience and expertise, our Company
has entered into such arrangements with JCHK, a wholly-owned subsidiary of Jiangxi Copper,
in April 2025. Since Jiangxi Copper are familiar with the mining process and quality standards
of the Boguty Project, our Directors believe that maintaining a quality business relationship
with JCHK will facilitate our business development. In addition, the arrangement around the
Pre-paid Amount will also supplement our working capital for continuous exploration and
production.
Pricing policy
The price of the Products supplied under the Scheelite Sales Agreement shall be
determined based on arm’s length negotiations between our Company and JCHK based on the
market price of the scheelite concentrate.
The business department of our Company will review the price of the Products supplied
under the Scheelite Sales Agreement on a regular basis with reference to the market condition
and the market rates of scheelite concentrate offered by other suppliers in the market and report
to our senior management, if necessary, for their approval of any adjustment, to ensure that the
transactions under the Scheelite Sales Agreement are conducted on normal commercial terms.
Historical amounts
There was no historical amount for the Scheelite Sales Agreement during the Track
Record Period.
Annual caps and basis of caps
No transaction amount is expected to be incurred under the Scheelite Sales Agreement for
the year ending December 31, 2025. The proposed annual cap for the supply of scheelite
concentrate under the Scheelite Sales Agreement for the year ending December 31, 2026 is
RMB250 million.
CONNECTED TRANSACTIONS
– 359 –


--- page 371 ---
The proposed annual cap for the transactions contemplated under the Scheelite Sales
Agreement is determined based on the existing agreement which adopts the pricing basis as set
out above and with reference to, among others, (i) the expected production volume of scheelite
concentrate by our Boguty tungsten mine for 2025 and 2026; and (ii) the expected increase in
the market price of the scheelite concentrate.
Listing Rules implications
As the highest applicable percentage ratio of the transactions with respect to Scheelite
Sales Agreement for the years ending December 31, 2026 calculated for the purposes of
Chapter 14A of the Listing Rules is expected to be more than 5% on an annual basis, these
transactions will be subject to the reporting, annual review, announcement and independent
Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
W AIVER APPLICATION FOR NON-EXEMPT CONTINUING CONNECTED
TRANSACTIONS
The transactions under the sub-sections headed “— Non-exempt continuing connected
transactions subject to reporting, annual review and announcement requirements” and “—
Non-exempt continuing connected transactions subject to reporting, annual review,
announcement, circular and independent Shareholders’ approval requirements” will constitute
our continuing connected transactions subject to those requirements under Chapter 14A of the
Listing Rules.
As those non-exempt continuing connected transactions are expected to continue on a
recurring and continuing basis and have been fully disclosed in this prospectus, our Directors
consider that compliance with the announcement and/or independent Shareholders’ approval
requirements (as the case may be) would be impractical, and such requirements would lead to
unnecessary administrative costs and would be unduly burdensome to us.
Accordingly, we have applied to the Hong Kong Stock Exchange for, and the Hong Kong
Stock Exchange has granted, a waiver to us under Rule 14A.105 of the Listing Rules from strict
compliance with (i) the announcement requirement under Chapter 14A of the Listing Rules in
respect of the continuing connected transactions as disclosed in “— Non-exempt continuing
connected transactions subject to reporting, annual review and announcement requirements” in
this section; and (ii) the announcement, circular and independent Shareholders’ approval
requirements under Chapter 14A of the Listing Rules in respect of the continuing connected
transactions as disclosed in “— Non-exempt continuing connected transactions subject to
reporting, annual review, announcement, circular and independent Shareholders’ approval
requirements” in this section, subject to the condition that the aggregate amounts of the
continuing connected transactions for each financial year shall not exceed the relevant amounts
set forth in the respective annual caps (as stated above).
CONNECTED TRANSACTIONS
– 360 –


--- page 372 ---
In the event of any future amendments to the Listing Rules imposing more stringent
requirements than those applicable as of the Latest Practicable Date on the continuing
connected transactions referred to in this prospectus, we will take immediate steps to ensure
compliance with such new requirements within reasonable time.
CONFIRMATION FROM OUR DIRECTORS
Our Directors (including our independent non-executive Directors) are of the view that
the non-exempt continuing connected transactions as set out above have been and will be
carried out in our ordinary and usual course of business and on normal commercial terms or
better, and these are conducted in accordance with the respective terms that are fair and
reasonable and in the interest of us and our Shareholders as a whole, and the proposed annual
caps for those continuing connected transactions are fair and reasonable and in the interest of
us and our Shareholders as a whole.
CONFIRMATION FROM THE SOLE SPONSOR
The Sole Sponsor is of the view that (i) the non-exempt continuing connected transactions
as set out above have been and will be carried out in the ordinary and usual course of business
of the Company and on normal commercial terms or better, and these are conducted in
accordance with the respective terms that are fair and reasonable in the interests of the
Company and the Shareholders as a whole, and (ii) the proposed annual caps for such
continuing connected transactions are fair and reasonable and in the interest of the Company
and the Shareholders as a whole.
CONNECTED TRANSACTIONS
– 361 –


--- page 373 ---
OVERVIEW
Our Board consists of eight Directors, comprising three executive Directors, two
non-executive Directors and three independent non-executive Directors. The powers and duties
of the Board include convening general meetings, determining our Group’s business plans and
investment plans, implementing our Group’s established line of business, formulating our
Group’s annual budget and final accounts, formulating proposals for profit distributions and
the increase or reduction of share capital as well as exercising other powers, functions and
duties as conferred by our Articles of Association.
The senior management of our Group includes those of our Company and our major
subsidiaries.
DIRECTORS AND SENIOR MANAGEMENT
The table below sets forth certain information of our Directors:
Name Age Position Main duties
Date of
joining our
Group
Date of
appointment
as a Director
Relationship with
other Directors
and senior
management
Chairman of the Board and Executive Director
Mr. LIU Liqiang
(ᄎɢ੶) /H1118/H1118/H1118/H1118/H1118/H1118
62 Chairman of the
Board and
executive Director
Responsible for the overall
strategic planning and
business development of
our Group
August 29, 2014 November 8,
2019
Uncle of Mr. QIU
Huaizhi
Executive Directors
Mr. WANG Zhongwei
(ӓʕਃ) /H1118/H1118/H1118/H1118/H1118/H1118
51 Executive Director
and chief
executive officer
of our Company,
and general
director and
general manager
of Subsidiary ZV
Responsible for the daily
operations and
management of the
Group, including the
overall management of
project engineering and
construction, geological
exploration, and mining
and beneficiation
activities
December 16,
2020
May 31, 2021 None
DIRECTORS AND SENIOR MANAGEMENT
– 362 –


--- page 374 ---
Name Age Position Main duties
Date of
joining our
Group
Date of
appointment
as a Director
Relationship with
other Directors
and senior
management
Mr. QIU Huaizhi (ړ
ᕿ౽) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
35 Executive Director
and assistant to
chief executive
officer
Participating in the
formulation of business
plans, strategies and
major decisions of our
Group through the Board,
and responsible for
the operational
management and Hong
Kong affairs of our
Group
April 4, 2019 November 8,
2019
Nephew of Mr.
LIU Liqiang
Non-executive Directors
Mr. ZHA Kebing (ݟ
дж) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
55 Non-executive
Director
Participating in the
formulation of business
plans, strategies and
major decisions of our
Group through the Board
November 8,
2019
November 8,
2019
None
Ms. LIAN Jie
(ஹᆎ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
38 Non-executive
Director
Participating in the
formulation of business
plans, strategies and
major decisions of our
Group through the Board
June 14, 2022 June 14, 2022 None
Independent Non-executive Directors
Mr. ZHU Guoshan ( ϡ
਷ʆ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
61 Independent non-
executive Director
Supervising and offering
independent judgment to
the Board and serving as
chairman/members of
certain committees of the
Board
August 20,
2025
(1)
August 20,
2025
None
Mr. WANG Jianfeng
(ˮᄏቜ) /H1118/H1118/H1118/H1118/H1118/H1118
41 Independent non-
executive Director
Supervising and offering
independent judgment to
the Board and serving as
chairman/members of
certain committees of the
Board
August 20,
2025
(1)
August 20,
2025
None
Mr. WONG Hok Bun
Mario
(රኪⅳ) /H1118/H1118/H1118/H1118/H1118/H1118
45 Independent non-
executive Director
Supervising and offering
independent judgment to
the Board and serving as
chairman/members of
certain committees of the
Board
August 20,
2025
(1)
August 20,
2025
None
Note:
(1) The appointment of Mr. ZHU Guoshan, Mr. WANG Jianfeng and Mr. WONG Hok Bun Mario as our
independent non-executive Directors will take effect on the date of this prospectus.
DIRECTORS AND SENIOR MANAGEMENT
– 363 –


--- page 375 ---
The table below sets forth certain information of our senior management:
Name Age Position Main duties
Date of
joining our
Group
Date of
appointment
as a senior
management
Relationship with
other Directors
and senior
management
Mr. WANG
Zhongwei
(ӓʕਃ) /H1118/H1118/H1118/H1118/H1118
51 Executive Director
and chief
executive officer
of our Company,
and general
director and
general manager
of Subsidiary ZV
Responsible for the daily
operations and
management of our
Group, including the
overall management of
project engineering and
construction, geological
exploration, mining and
beneficiation activities
December 16,
2020
December 16,
2020
None
Mr. LIU Peng
(ᄎᘄ) /H1118/H1118/H1118/H1118/H1118/H1118
45 Chief financial officer
of our Company
and Subsidiary ZV
Responsible for the overall
financial affairs of our
Company and Subsidiary
ZV
January 9,
2020
January 9,
2020
None
Mr. QIU Huaizhi
(ᕿ౽) /H1118/H1118/H1118/H1118/H1118
35 Executive Director,
assistant to chief
executive officer
Responsible for the
operational management
and Hong Kong affairs of
our Group
April 4, 2019 January 9,
2020
Nephew of Mr.
Liu Liqiang
Mr. ZHAO Yingfeng
(ቜ) /H1118/H1118/H1118/H1118/H1118
46 Deputy general
manager of
Subsidiary ZV
Responsible for managing
the procurement of
production and
exploration equipment,
production preparation,
sales management and
human resources of the
Boguty Project
January 9,
2020
January 9,
2020
None
Mr. CHEN Bo
(ت)H1118/H1118/H1118/H1118/H1118/H1118
45 Deputy general
manager of
Subsidiary ZV
Responsible for the
construction of the
tungsten mines in the
Boguty Project
January 9,
2020
January 9,
2020
None
Mr. ZHOU Xu
(մϛ) /H1118/H1118/H1118/H1118/H1118/H1118
40 Deputy general
manager of
Subsidiary ZV
Responsible for geological
exploration, company
mining production and
technology management
and corporate culture
building of the Boguty
Project
July 5, 2021 July 5, 2021 None
DIRECTORS AND SENIOR MANAGEMENT
– 364 –


--- page 376 ---
Name Age Position Main duties
Date of
joining our
Group
Date of
appointment
as a senior
management
Relationship with
other Directors
and senior
management
Mr. ZHENG Wenyi
(ቍ˖່) /H1118/H1118/H1118/H1118
54 Administrative
manager and
supervisor of
Jiaxin Zhuhai
Responsible for the
management of
administrations and legal
affairs of our group
companies
April 1, 2016 January 9,
2020
None
Mr. ZHANG
Shengyi
(ੵ௷່) /H1118/H1118/H1118/H1118/H1118
68 Assistant to general
manager of
Subsidiary ZV
Responsible for assisting the
general manager and the
deputy general manager
in charge to manage the
technical work and ESG
work, assisting in the
corporate management
work such as job duties,
staff training, and the
construction of our
Company’s management
system, and responsible
for the application of
new technologies after
the production
commissioning of the
Boguty Project
February 11,
2019
January 9,
2020
None
Directors
Chairman of the Board and Executive Director
Mr. LIU Liqiang ( ᄎɢ੶), aged 62, was appointed as the chairman of the Board and a
Director on November 8, 2019 and was designated as an executive Director of the Company
in January 2024. Mr. Liu founded the Company in August 2014, and served as a Director from
August 2014 to March 2017.
Mr. Liu has 31 years of experience in corporate management. Prior to founding the
Company, he founded Zhuhai Huayue Investment Company Limited (ʮ
̡) in March 1993 and served as its authorized representative and the general manager from
March 1993 to August 2014. He has served as vice chairman of the board and non-executive
director of Zhuhai Hengqin Zhongyou Gas Station Sales Co., Ltd. (१຾ᐄ
ʮ̡) since October 1999.
Mr. Liu is one of the founders of Zhuhai Shanwei Chamber of Commerce ( मऎ̹ϭ҈ਠ
ึ) and has served as its honorary chairman since its foundation in January 2018.
DIRECTORS AND SENIOR MANAGEMENT
– 365 –


--- page 377 ---
Mr. Liu had been the legal representative or director of the following companies who was
struck off or whose business licenses were revoked, with details as follows:
Name of company
Position held in
the company
Place of
incorporation
Time of
incorporation
Time of
revocation/
striking off
Zhuhai Wanteng Industry
Co., Ltd. ( मऎ̹ຬᙜ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118
Legal
representative
Guangdong
Province, the
PRC
July 25, 1997 2005
Xinhui Jiachen Modern
Agriculture Co., Ltd.
(อึྗೠତ˾ุ༵Ϟ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Legal
representative
Guangdong
Province, the
PRC
June 24, 1999 2014
Zhuhai Huayue
Investment Group
Limited ( मऎ̹ശຽҳ
ʮ̡) /H1118/H1118/H1118/H1118
Legal
representative
Guangdong
Province, the
PRC
December 22,
2000
2015
Gaintek Development
Limited (ࠢ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Director Hong Kong March 19,
1997
2022
Mr. Liu confirmed that each of (i) the revocation of business license of Zhuhai Wanteng
Industry Co., Ltd., (ii) the revocation of business license of Xinhui Jiachen Modern Agriculture
Co., Ltd., (iii) the revocation of business license of Zhuhai Huayue Investment Group Limited,
and (iv) the striking off of Gaintek Development Limited was due to close of business but the
company did not timely make the required filing. Based on their review of the relevant
documents and foregoing confirmation provided by Mr. Liu Liqiang, our PRC Legal Advisors
is of the view that there was no (a) wrongful act, omission, misconduct or misfeasance on Mr.
Liu’s part that led to the revocation of business licenses of Zhuhai Wanteng Industry Co., Ltd.,
Xinhui Jiachen Modern Agriculture Co., Ltd., and Zhuhai Huayue Investment Group Limited;
or (b) actual or potential claim that had been or will be made against Mr. Liu as a result of the
revocation of business licenses of the relevant companies. Based on the corporate records
reviewed and confirmation provided by Mr. Liu, our Hong Kong Legal Advisors is of the view
that (a) there is not incontrovertible evidence or facts to substantiate any wrongful act,
omission, misconduct, or misfeasance by Mr. Liu Liqiang that led to the striking off of Gaintek
Development Limited, and (b) there is no disciplinary action or claim against Mr. Liu, and
there is no ground to anticipate any actual or potential claim against Mr. Liu resulting from the
striking off of Gaintek Development Limited.
To the best knowledge of Mr. Liu, there has been no claim or legal proceeding made or
commenced against him. Mr. Liu confirmed that he did not incur any debt and/or liabilities
because of the striking off or revocation of business license of the above companies, and that
the striking off or the revocation of business license of the above companies did not have any
negative effect on our Group.
DIRECTORS AND SENIOR MANAGEMENT
– 366 –


--- page 378 ---
Executive Directors
Mr. W ANG Zhongwei ( ӓʕਃ), aged 51, was appointed as a Director in May 2021, the
chief executive officer of the Company and the general manager of Subsidiary ZV on
December 16, 2020, and was designated as an executive Director of the Company in January
2024.
Mr. Wang has 30 years of experience in the mining industry. Prior to joining the Group,
he had the following work experiences:
Name of
organization
Principal
business activity
Major
position(s)
Period of
service
Primary
responsibilities
Jiangxi Copper /H1118/H1118Copper and other
non-ferrous
metals mining
and dressing,
smelting and
processing
Director of
processing
plant and
deputy
director of
Dexing
Copper Mine
(ᅃጳზᘤ)
July 1994 to
January
2020
Responsible for the
production, operation
and management of the
mining and
beneficiation of copper,
gold, silver,
molybdenum, sulfur
and other minerals at
Dexing Copper Mine
Jiangxi Copper
Group Yinshan
Mining Limited
(ϪГზุණྠვ
ப΂
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Production,
operation and
management of
the mining and
beneficiation
of copper
and other
non-ferrous
metals at
Yinshan Mine
Standing deputy
general
manager
January 2020
to
December
2020
Responsible for the
production, operation
and management of the
mining and
beneficiation of copper,
lead, zinc, gold, silver,
sulfur and other
minerals at Yinshan
Mine
Mr. Wang obtained a college’s degree in processing engineering from Changsha High
Industry College (ࣧa predecessor of Central South University (ɽ
ኪ)) in Hunan Province, the PRC in June 1994. He graduated with a major in computer science
and technology (correspondence course) from Nanchang Hangkong Industrial Institute (ঘ
ʈุኪ৫) (the predecessor of Nanchang Hangkong University (ɽኪ)) in Jiangxi
DIRECTORS AND SENIOR MANAGEMENT
– 367 –


--- page 379 ---
Province, the PRC in January 2007. He obtained the title of Senior Processing Engineer ( ፯ᘤ
ࢪfrom Jiangxi Province Human Resources and Social Security Department ( ϪГ
ღᝂ) in November 2011. Mr. Wang was awarded the First Prize of
Science and Technology of China Nonferrous Metals Industry (ኪҦஔɓ
ഃᆤ) with his paper headed “Research on New Technology for Improving the Grade of Copper
Concentrate in Dexing Copper Mine” (Ӻ) in December
2002, the First Prize of Science and Technology of China Nonferrous Metals Industry ( ʕ਷Ϟ
ኪҦஔɓഃᆤ) with his paper headed “Research on 200M 3 Inflatable Mechanical
Stirring Flotation Machine” ( 200M3Ӻ) in December 2010, the
Second Prize of Science and Technology of China Nonferrous Metals Industry (᙮
ኪҦஔɚഃᆤ) with his paper headed “Development and Application of Model MA
Magnetic Arc” ( MAႡʿᏐ͜) in December 2012, the Second Prize of Science
and Technology of China Nonferrous Metals Industry (ኪҦஔɚഃᆤ)
with his paper headed “BK Series Large-Scale Ore Slurry Adjusting and Stirring Tank” ( BK
ᅻ) in December 2013, and the Third Prize of Science and
Technology Advancement Award of Jiangxi Province (ኪҦஔආӉᆤɧഃᆤ) with his
paper headed “Research and Application of Key Technology for High-efficiency Beneficiation
of Copper and Accompanying Molybdenum in Porphyry Copper Ore” (ზᘤʿМ͛◞
ӺၾᏐ͜) in June 2015.
Mr. QIU Huaizhi (ᕿ౽), aged 35, was appointed as a Director on November 8, 2019
and the assistant to chief executive officer of the Company in October 2022, and was
designated as an executive Director of the Company in January 2024. Mr. Qiu joined the
Company in April 2019 and served as the secretary to the Board from January 2020 to October
2022.
Mr. Qiu has 11 years of experience in investment and corporate management. Prior to
joining the Group, he served as an investment manager of Chengzhongheng Asset Management
(Shenzhen) Company Limited ( ༐ʕ㛬༟ପ၍ଣ(ଉέ)ʮ̡) from November 2013 to April
2016. He then served as the secretary to the president’s office of Wanlitong Financial Services
(Shenzhen) Company Limited (ਕ(ଉέ)ʮ̡) from December 2016 to
December 2018. He has served as the non-executive director of Zhuhai Hengqin Zhongyou Gas
Station Sales Co., Ltd. (ʮ̡) and Ever Trillion since February
2017 and September 2021, respectively.
Mr. Qiu obtained a bachelor’s degree in finance from Shenzhen University ( ଉέɽኪ)i n
Guangdong Province, the PRC in June 2012, and a master’s degree in finance and investment
from the University of Leeds in the United Kingdom in November 2013.
Non-executive Directors
Mr. ZHA Kebing (дж), aged 55, was appointed as a Director on November 8, 2019
and was designated as a non-executive Director in January 2024.
DIRECTORS AND SENIOR MANAGEMENT
– 368 –


--- page 380 ---
Mr. Zha has 35 years of experience in the mining industry. He has been working at Jiangxi
Copper and its subsidiaries since July 1989, where he has served consecutively as (i) a
technician, a section chief, a chief of the production planning section, a chief engineer, a
deputy mining field chief, the mining field chief of Dexing Copper Mine from July 1989 to
April 2003, the executive deputy manager of Fujiawu (෰) project managerial department
from April 2003 to November 2005, the mine manager of Chengmenshan Copper Mine (ژ۬
ʆზᘤ) from November 2005 to July 2007, (ii) the deputy chief engineer of Jiangxi Copper
Corporation Limited from July 2007 to December 2013, (iii) the assistant to general manager
of Jiangxi Copper and vice chairman of the board of Minmetals Jiangtong Mining Investment
Limited (ʮ̡) since December 2013, and (iv) chairman of the board of
Jiangxi Copper International (Istanbul) Mining Investment Company Limited ( Ϫზ਷ყᘤุҳ
༟(ͺ౶վ̺ဧ)ʮ̡) and Nesko Metal Sanayi Ve Ticaret Anonim S ¸irketi and the
assistant to general manager and the general manager of the strategic investment department
of Jiangxi Copper since February 2022.
Mr. Zha obtained a bachelor’s degree in engineering and a master’s degree in mining
engineering from Central South University of Technology (ʈุɽኪ) (a predecessor of the
Central South University (ɽኪ)) in Hunan Province, the PRC in July 1989 and December
2003, respectively. Mr. Zha obtained the title of senior engineer (ࢪfrom the State
Bureau of Nonferrous Metals Industry (᙮ʈุ҅) in December 1999.
Ms. LIAN Jie ( ஹᆎ), aged 38, was appointed as a Director on June 14, 2022 and
designated as a non-executive Director in January 2024.
Ms. Lian has 13 years of experience in the investment in the mining industry. She worked
successively in the East Africa investment department, management department, South Africa
investment department, investment department II (i.e., the mining and metals investment
department) at China-Africa Development Fund (ږfrom July 2011 to July 2019.
She has been working at CRCC and its subsidiaries since May 2020, where she has served as
the deputy general manager of the mineral resources division of CRCCII and concurrently as
the vice chairman of the board of CRCC Tongguan Investment Company Limited (ڿ
ʮ̡) since May 2022. She has also served as a director at Cardinal Resources Ghana
Limited (ʮ̡) and Cardinal Namdini Mining Limited (̵ᘤ
ʮ̡) since November 2022.
Ms. Lian obtained a bachelor’s degree in economics from Nankai University (කɽኪ)
in Tianjin, the PRC in June 2009 and a master’s degree in economics from University College
London in the UK in November 2010. She obtained the PRC Legal Professional Qualification
Certificate (ࣣfrom Ministry of Justice of the PRC ( ʕശɛ
௅) in April 2022, and the title of intermediate economist (finance) (ࢪ)
from the Ministry of Human Resources and Social Security of the PRC ( ʕശɛ͏΍ձ਷ɛɢ
ღ௅) in November 2017.
DIRECTORS AND SENIOR MANAGEMENT
– 369 –


--- page 381 ---
Independent Non-executive Directors
Mr. ZHU Guoshan ( ϡ਷ʆ), aged 61, was appointed as an independent non-executive
Director on August 20, 2025.
Mr. Zhu has 40 years of experience in the production and project management in the
mining industry. He served consecutively as the director of the production and technology
department, the director of the comprehensive planning department, deputy mining manager
and executive deputy mining manager of Dexing Copper Mine of Jiangxi Copper from July
1984 to November 2007. He then served consecutively as the general manager, the assistant to
the chairman of the board and the chairman of the professional and technical committee of
Yunnan Haulian Zinc & Indium Stock Co., Ltd. (ʮ̡) from November
2007 to April 2023. Mr. Zhu served as a Member of the Standing Committee of Maguan County
People’s Congress (ࡰin January 2008. He has served as a
master’s degree advisor of the mining engineering program at the Kunming University of
Science and Technology – Yunnan Haulian Zinc and Indium Stock Co., Ltd. Joint Cultivation
Base for Geological and Mining Talents (ଣʈɽኪ –ʮ̡ήᘤɛʑ
ᑌΥ੃ቮਿή) since January 2017, and the Non-coal Mining Expert (࢕o f
Department of Emergency Management of Yunnan Province (၍ଣᝂ) since June
2023.
Mr. Zhu obtained a bachelor’s degree in mining from Jiangxi School of Metallurgy ( Ϫ
ኪ৫) (currently known as Jiangxi University of Science and Technology ( ϪГଣʈɽ
ኪ)) in Jiangxi Province, the PRC in July 1984. He obtained the title of Professor Senior
Engineer (ࢪfrom Jiangxi Province Human Resources and Social Security
Department in December 2007. Mr. Zhu was awarded the Third Prize of Outstanding
Professional and Technician with Outstanding Contribution (্̈ᘠᎴӸਖ਼ุҦஔɛʑ)b y
People’s Government of Yunnan Province (ִ݁in October 2010, and Professional
and Technician with Outstanding Contribution of Yunan Province (্̈ᘠਖ਼ุҦஔ
ɛʑ) by Wenshan Talent Work Leading Group ( ˖ʆψɛʑʈЪჯኬʃଡ଼) in December 2021.
He was awarded the Second Prize of Metallurgical Science and Technology Award (ኪ
Ҧஔᆤ) with his scientific achievement “Technological Research on Safe Operation of Tailings
Storage Facility (Ӻ)” in July 2002, the Third Prize of Science and
Technology Award of Anhui Province (ኪҦஔᆤɧഃᆤ) with his scientific
achievement “Study on Rigid Pavement for Mining Super Heavy Duty Vehicles” (ࠠ
Ӻ) in April 2003, and the Second Prize of National Safety Production and
Technology Contribution Award (ᆤ) with his scientific achievement
“Research on the Safety and Stability of High Stage Earth Discharge and Optimization of
Parameters of Earth Discharge and Heap Leach in Open Pit Mines ( ᚣ˂ᘤરɺఙ৷ၽචર
Ӻ)” in December 2006, the Chinese Non-ferrous Metal
Industry Science and Technology Award (ኪҦஔᆤ) with his scientific
achievement “Research and Engineering Demonstration of Water Conservation and Pollution
Control Technology for Large-scale Mines (Ӻၾʈ೻ͪ
ᇍ)” in January 2007 and the Science and Technology Advancement Award of Jiangxi
Province (ኪҦஔආӉᆤ) with his scientific achievement “Comprehensive Study and
Application for Stabilization of Production in Extra-large Open Pit Mines (ᚣ˂ᘤʆ
ӺၾᏐ͜)” in March 2008.
DIRECTORS AND SENIOR MANAGEMENT
– 370 –


--- page 382 ---
Mr. W ANG Jianfeng ( ˮᄏቜ), aged 41, was appointed as an independent non-executive
Director on August 20, 2025.
Mr. Wang has 19 years of experience in corporate and project management in the mining
industry. He previously served as the business manager of China Minmetals Non-ferrous
Metals Co., Ltd. (ʮ̡) from August 2005 to April 2013. He served as
the general manager of Album Trading Company Limited (ʮ̡) from
April 2013 to June 2018. He then served as the general manager of the raw materials
department of Minmetals Cheerglory Limited (ʮ̡) from June 2018 to February
2023. He has served as the partner of Hong Kong Qincheng Commercial Co., Limited (ಥ
ʮ̡) since October 2023.
Mr. Wang obtained a bachelor’s degree in Spanish from Beijing Language and Culture
University ( ̏ԯႧԊɽኪ) in Beijing, the PRC in July 2005 and a master’s degree in business
administration from Peking University ( ̏ԯɽኪ) in Beijing, the PRC in July 2012.
Mr. WONG Hok Bun Mario ( රኪⅳ), aged 45, was appointed as an independent
non-executive Director on August 20, 2025.
Mr. Wong has 23 years of experience in auditing, accounting, financial management and
corporate finance. He worked at KPMG from August 2001 to May 2008 with his last position
being a manager of the auditing department. He then worked at Zijin Mining Group Co., Ltd.
(ʮ̡) (a company listed on Hong Kong Stock Exchange (stock code:
2899) and Shanghai Stock Exchange (stock code: 601899)) from September 2008 to December
2010 and served as the deputy general manager of its financial department, the financial
controller and the company secretary of its associated company Monterrico Metals Plc. He then
served as the financial controller of CST Group Limited (ʮ̡) (a company
previously listed on Hong Kong Stock Exchange (previous stock code: 0985)) from December
2010 to July 2014. He then served consecutively as the vice president from March 2015 to
December 2015, the company secretary from July 2015 to August 2018, the executive director
and the chief financial officer from December 2015 to August 2018 of Theme International
Holdings Limited (ʮ̡) (a company listed on Hong Kong Stock Exchange
(stock code: 0990), the name of which has now been changed to Deep Source Holdings Limited
(ʮ̡) since June 30, 2025). He then served as the chief financial officer and the
company secretary of Jinchuan Group International Resources Co. Ltd (ʇණྠ਷ყ༟๕Ϟ
ʮ̡) (a company listed on Hong Kong Stock Exchange (stock code: 2362)) from August
2018 to June 2023. He concurrently served as an independent non-executive director of Good
Resources Holdings Limited (a company previously listed on Hong Kong Stock Exchange
(previous stock code: 0109)) from May 2017 to June 2022. He has served as the chief financial
officer of Chifeng Jilong Gold Mining Co., Ltd. (ʮ̡) (a company
listed on Shanghai Stock Exchange (stock code: 600988)) since July 2023 and an independent
non-executive director of Deep Source Holdings Limited (ʮ̡) (a company
listed on Hong Kong Stock Exchange (stock code: 990)) since December 6, 2024.
DIRECTORS AND SENIOR MANAGEMENT
– 371 –


--- page 383 ---
Mr. Wong obtained the degree of Bachelor of Economics and Finance from The
University of Hong Kong in November 2001. He has been a fellow member of the Hong Kong
Institute of Certified Public Accountants since July 2005, a member of CFA Institute since
December 2008 and a member of The Australasian Institute of Mining and Metallurgy since
May 2015.
Mr. Wong was an independent non-executive director of Good Resources Holdings
Limited (ʮ̡, a company previously listed on the Stock Exchange
(stock code: 109) (“ Good Resources ”)) from May 2017 to May 2022.
The Stock Exchange decided to cancel the listing of Good Resources with effect from
May 4, 2022 as Good Resources failed to fulfill all the resumption guidance as requested by
the Stock Exchange, including, among others, to investigate certain loan transactions, pledge
contracts, purported subscription of wealth management products and other material
unauthorized financial assistance (the “ Relevant Matters ”)). On October 5, 2022, the Listing
Committee of the Stock Exchange (the “ Listing Committee ”) issued a statement of
disciplinary action (the “ Statement ”), in which the Listing Committee found that (i) Good
Resources breached Rules 14.34, 14.38A and 14.40 of the Listing Rules, and (ii) Mr. Chen
Chuanjin, the chairman and an executive director of Good Resources, breached his director’s
duties under Rule 3.08 and his Director’s Undertaking to the Stock Exchange, and the Listing
Committee therefore decided to censure Good Resources and impose a Director Unsuitability
Statement against Mr. Chen Chuanjin.
The Stock Exchange confirmed in the Statement that the above sanctions apply only to
Good Resources and Mr. Chen Chuanjin and not to other past or present directors of Good
Resources, including Mr. Wong. According to a letter of no further action dated October 6,
2022 issued by the Stock Exchange to Mr. Wong, the Stock Exchange confirmed that having
considered the circumstances and the materials presented in relation to the Relevant Matters,
the Stock Exchange would not be taking further action against Mr. Wong. Based on the
foregoing and as confirmed by Mr. Wong, he had no involvement in the Relevant Matters that
led to the cancellation of listing of Good Resources.
Senior Management
For details of the biography of Mr. WANG Zhongwei and Mr. Qiu Huaizhi, see “—
Directors — Executive Directors” in this section.
Mr. LIU Peng ( ᄎᘄ), aged 45, was appointed as the chief financial officer of the
Company and Subsidiary ZV on January 9, 2020.
DIRECTORS AND SENIOR MANAGEMENT
– 372 –


--- page 384 ---
Mr. Liu has 23 years of experience in the accounting and financial management in the
mining industry. Prior to joining the Group, he had the following work experiences:
Name of
organization
Principal
business activity
Major
position(s)
Period of
service
Primary
responsibilities
Jiangxi Copper /H1118/H1118/H1118Same as above Accountant at
the financial
department
July 2001 to
May 2007
Responsible for the
accounting of
procurement of raw
material, materials and
spare parts in the
exploration and
extraction activities of
copper mines of
Jiangxi Copper
Jiangxi Copper /H1118/H1118/H1118Same as above Cost and
expense
manager of
the corporate
finance
department
May 2007 to
April 2014
Responsible for
calculating and
compiling the profit
and cost, cost control
and tax management
and planning in the
exploration and
extraction activities of
copper mines of
Jiangxi Copper
Nesko Metal
Sanayi Ve
Ticaret Anonim
S¸irketi /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Operation of
overseas
copper mines
managed by
Jiangxi Copper
Finance
manager
April 2014 to
March 2018
Responsible for the
financial work in the
exploration and
extraction activities of
the BERALB mine of
Jiangxi Copper
DIRECTORS AND SENIOR MANAGEMENT
– 373 –


--- page 385 ---
Name of
organization
Principal
business activity
Major
position(s)
Period of
service
Primary
responsibilities
Zhejiang Jiangtong
Fuye Heding
Copper Company
Limited ( एϪϪ
ზబзձཻზุ
ʮ̡) /H1118/H1118/H1118/H1118/H1118
The company is
the second
largest copper
smelter of
Jiangxi Copper
with an annual
output of
400,000 tonnes
of copper
cathode
Financial
controller
March 2018 to
November
2019
Responsible for the
overall finance affairs
of the company
Mr. Liu obtained a bachelor’s degree in accounting from South-Central Minzu University
(͏ૄɽኪ) in Hubei Province, the PRC in June 2001. He obtained the title of senior
accountant (ࢪࠇfrom the National Accounting Evaluation Center of Ministry of
Finance of PRC (ৌਕ൙ᄆʕː) in December 2018.
Mr. ZHAO Yingfeng (ቜ), aged 46, was appointed as the deputy general manager of
Subsidiary ZV on January 9, 2020.
Mr. Zhao has 24 years of experience in the mining industry. Prior to joining the Group,
he had the following work experiences:
Name of
organization
Principal
business activity
Major
position(s)
Period of
service
Primary
responsibilities
Jiangxi Copper /H1118/H1118/H1118Same as above Principal
engineer of
processing
plant and
deputy
director of
Yongping
Copper Mine
(̻͑ზᘤ)
July 2000 to
December
2019
Responsible for the
overall management of
the processing plant in
relation to the
extraction and
processing of the
copper mines of
Yongping Copper Mine
DIRECTORS AND SENIOR MANAGEMENT
– 374 –


--- page 386 ---
Mr. Zhao obtained a bachelor’s degree in processing engineering from South Metallurgy
College (ኪ৫) (a predecessor of Jiangxi University of Science and Technology ( ϪГ
ଣʈɽኪ)) in Jiangxi Province, the PRC in June 2000, and a master’s degree in mining
engineering from Jiangxi University of Science and Technology in June 2013. He obtained the
title of senior processing engineer (ࢪfrom Jiangxi Province Human Resources
and Social Security Department (ღᝂ) in November 2020. He was
awarded the Second Prize of Science and Technology of China Nonferrous Metals Industry ( ʕ
ኪҦஔɚഃᆤ) by China Nonferrous Metals Industry Association ( ʕ਷ϞЍ
᙮ʈุ՘ึ) and the Nonferrous Metals Society of China (᙮ኪึ) in January
2010, the Third Prize of Science and Technology Award of Beijing (ኪҦஔᆤɧഃᆤ)
by the People’s Government of Beijing Municipality in December 2012, and the Second Prize
of Science and Technology of China Nonferrous Metals Industry (ኪҦஔ
ɚഃᆤ) by China Nonferrous Metals Industry Association and the Nonferrous Metals Society
of China in December 2014.
Mr. CHEN Bo (ت)aged 45, was appointed as the deputy general manager of
Subsidiary ZV on January 9, 2020.
Mr. Chen has 24 years of experience in the mining industry. Prior to joining the Group,
he had the following work experiences:
Name of
organization
Principal
business activity
Major
position(s)
Period of
service
Primary
responsibilities
Jiangxi Copper /H1118/H1118/H1118Same as above Section clerk of
engineering
department of
Dexing
Copper Mine
July 2000 to
July 2003
Responsible for the
construction
management of
building and
installation works
during the exploration
activities of copper
mines of Dexing
Copper Mine
DIRECTORS AND SENIOR MANAGEMENT
– 375 –


--- page 387 ---
Name of
organization
Principal
business activity
Major
position(s)
Period of
service
Primary
responsibilities
Jiangxi Copper /H1118/H1118/H1118Same as above Deputy
director of
engineering
department of
Fujiawu
project of
Dexing
Copper Mine
July 2003 to
December
2014
Responsible for
construction
management of
building and
installation works
during the exploration
activities of copper
mines of Fujiawu
mining zone
Jiangxi Copper /H1118/H1118/H1118Same as above Director of
engineering
management
department of
Dexing
Copper Mine
December
2014 to
December
2019
Responsible for the
implementation and
management of the
maintenance and
inspection project
during the exploration
and extraction
activities of copper
mines of Dexing
Copper Mine
Mr. Chen obtained a bachelor’s degree in architectural engineering from Central South
University (ɽኪ) in Hunan Province, the PRC in July 2000. He obtained the title of senior
engineer (ࢪfrom Jiangxi Province Human Resources and Social Security
Department (ღᝂ) in November 2018. He was awarded the First
Prize of Science and Technology Advancement Award of Guangdong Province (ኪҦ
ஔආӉɓഃᆤ) by the People’s Government of Guangdong Province in February 2020.
DIRECTORS AND SENIOR MANAGEMENT
– 376 –


--- page 388 ---
Mr. ZHOU Xu ( մϛ), aged 40, was appointed as the deputy general manager of
Subsidiary ZV on July 5, 2021.
Mr. Zhou has 15 years of experience in the mining industry. Prior to joining the Group,
he had the following work experiences:
Name of
organization
Principal
business activity
Major
position(s)
Period of
service
Primary
responsibilities
China National
Nonferrous
Metals Industry
and Technology
Development
Co., Ltd. ( ʕ਷
᙮ྼุҦ
ʮ
̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Mining of mineral
resources (non-
coal mines),
geological
exploration;
development of
new
technologies,
products,
materials and
projects in the
non-ferrous
metal industry;
sales of ferrous
and non-
ferrous metals,
metallic
mineral
products and
related raw
materials
Manager August 2009
to
December
2020
Responsible for the
investment,
construction,
exploration, extraction
and production
management of
nonferrous mining,
especially:
 the exploration and
construction of the La
cruz copper-gold mine
of Golden Ocean
Mining, Michoacán,
Mexico
 the construction and
extraction of Bianjia
Dayuan silver-lead-
zinc polymetallic mine
project of Chifeng
Lituo Mining Co. ( ԏ
ʮ
̡) in Inner Mongolia
DIRECTORS AND SENIOR MANAGEMENT
– 377 –


--- page 389 ---
Name of
organization
Principal
business activity
Major
position(s)
Period of
service
Primary
responsibilities
CRCCII /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Comprehensive
development of
infrastructure
and urban
cities;
investment,
development,
construction
and
management of
mineral
resources,
industrial parks
and emerging
industries
Senior manager February 2021
to July 2021
Participated in the post-
investment management
of the Mirado copper
mine in Ecuador
Mr. Zhou obtained a bachelor’s degree in mining and geotechnical engineering and a
master’s degree in mining engineering from Central South University (ɽኪ) in Hunan
Province, the PRC in June 2005 and May 2009, respectively, and a doctoral degree in mining
engineering from University of Science and Technology Beijing (Ҧɽኪ) in Beijing, the
PRC in January 2020. He obtained the title of senior mining engineer (ࢪfrom
the Ministry of Human Resources and Social Security of PRC (ٟ
ღ௅) in December 2017. He was awarded the Special Prize of Science and Technology
Award (ኪҦஔᆤ) by China Gold Association (՘ึ) in March 2017.
Mr. ZHENG Wenyi ( ቍ˖່), aged 54, was appointed as the administrative manager of
Jiaxin Zhuhai in March 2024 and as supervisor of Jiaxin Zhuhai in September 2024. Mr. Zheng
joined the Group in April 2016, and he served as a deputy general manager of the Company
from April 2016 to December 2019 and a deputy director of Subsidiary ZV from January 2020
to March 2024.
DIRECTORS AND SENIOR MANAGEMENT
– 378 –


--- page 390 ---
Mr. Zheng has 30 years of experience in the project management of construction projects,
investment management and legal affairs management. Prior to joining the Group, he served
consecutively as a manager of the investment management department and a deputy general
manager at Zhuhai Huayue Investment Company Limited (ʮ̡) from
September 1994 to April 2016.
Mr. Zheng obtained a bachelor’s degree in administrative management from The Open
University of China in Beijing, the PRC, in January 2025, and a college’s degree in industrial
and civil construction from Guangdong Architectural Engineering College (ጘʈ೻ਖ਼
ࣧa predecessor of Guangdong University of Technology (ʈุɽኪ)) in
Guangdong Province, the PRC in June 1990.
Mr. ZHANG Shengyi ( ੵ௷່), aged 68, was appointed as the assistant to general
manager of Subsidiary ZV on January 9, 2020.
Mr. Zhang has 42 years of experience in the mining industry. Prior to joining the Group,
he had the following work experiences:
Name of
organization
Principal
business activity
Major
position(s)
Period of
service Primary responsibilities
Jiangxi Copper /H1118/H1118/H1118Same as above Mining
technician,
engineer and
deputy mine
manager of
Wushan
Copper Mine
(ʆზᘤ)
January 1982
to November
1996
Responsible for the
management of
extraction and
production activities of
Wushan Copper Mine
Jiangxi Copper /H1118/H1118/H1118Same as above Deputy director
of production
department
November
1996 to
December
2000
Responsible for the
coordination and
operation management
in the extraction and
production activities of
mining units within
Jiangxi Copper and its
subsidiaries
DIRECTORS AND SENIOR MANAGEMENT
– 379 –


--- page 391 ---
Name of
organization
Principal
business activity
Major
position(s)
Period of
service Primary responsibilities
Jiangxi Copper /H1118/H1118/H1118Same as above General
manager of
Yinshan mine
December 2000
to June 2005
Responsible for the
overall operation and
management of the
production, the
formation and
implementation of
production strategy in
the extraction and
production activities of
Yinshan mine
Jiangxi Copper /H1118/H1118/H1118Same as above Manager of
mining
resources
department
and
investment
management
department
June 2005 to
April 2010
Responsible for the
resource management,
in-depth exploration,
mine supplemental
exploration, merger and
acquisition of mineral
resources within
Jiangxi Copper Group
Lumina Copper
S.A.C. (Lumina
Copper Peru) /H1118/H1118
Exploration and
exploitation of
copper mines
in Peru
Director and
manager of
basic facility
department
April 2010 to
October
2011
Participating in the
scientific research,
environmental
assessment,
supplemental
exploration,
engineering, geological
exploration and other
development activities
in the exploration and
development of a
copper mine in Galeno,
Peru
DIRECTORS AND SENIOR MANAGEMENT
– 380 –


--- page 392 ---
Name of
organization
Principal
business activity
Major
position(s)
Period of
service Primary responsibilities
Sichuan JCC Rare
Earth Metals
Co., Ltd. ( ̬ʇ
ப
΂ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118
Mining of rare
earth ores,
smelting and
separation,
and deep
processing
and sales of
related product
Chairman of the
board
October 2011
to November
2015
Responsible for:
 the development and
implementation of
environmental
remediation program
in Haoniuping rare
earth mine
 the supplemental
exploration,
formulation of
development plan and
implementation of
mines; and
 the construction of the
smelting, separation
and processing chain
for rare earth in the
exploration activities
of mines
Mr. Zhang obtained a bachelor’s degree in mining engineering from Zhongnan Institute
of Mining and Metallurgy (ᘤзኪ৫) (a predecessor of Central South University (ɽ
ኪ)) in Hunan Province, the PRC in December 1981. Mr. Zhang was awarded the Third Prize
of Science and Technology Advancement Award by China National Nonferrous Metals Industry
Corporation (᙮ʈุᐼʮ̡) in 1987. From 2012 to 2015, Mr. Zhang served as vice
chairman of China Rare Earth Industry Association ( ʕ਷೽ɺБุ՘ึ) and chairman of
Sichuan Rare Earth Industry Association (೽ɺБุ՘ึ).
RELEV ANT EXPERIENCE OF THE MANAGEMENT TEAM WITH RESPECT TO
TUNGSTEN MINING ACTIVITIES
As disclosed above, Mr. Wang Zhongwei, Mr. Liu Peng, Mr. Zhao Yingfeng, Mr. Chen
Bo, Mr. Zhou Xu and Mr. Zhang Shengyi (together, the “ Relevant Management ”) have
diverse experience in mining, exploration, processing, and management of base metals (i.e.,
copper, lead, zinc, etc.) and precious metals (i.e., gold and silver, etc.). According to the
Independent Technical Consultant, their experience is relevant and transferable to the mining
activities at the Boguty Project for the following reasons:
1. Geological Similarities: Tungsten mineralization occurs in stockworks or narrow
veins, similar to the base and precious metals as set above. Miners and explorers
with experience in base and precious metals would possess knowledge of the
geological characteristics and exploration techniques applicable to tungsten mining
and exploration.
DIRECTORS AND SENIOR MANAGEMENT
– 381 –


--- page 393 ---
2. Extraction Techniques: Many mining techniques used in base and precious metals,
such as open-pit and underground mining, are applicable to tungsten mining. Miners
familiar with open-pit mining are able to employ the same technique for the
proposed mining method at the Boguty Project.
3. Processing: Both base and precious metals, as well as tungsten ores, require
processing and beneficiation to extract valuable minerals. Techniques like crushing,
grinding, and flotation are commonly used in processing both base/precious metals
and tungsten.
4. Operational Expertise: Mining operations share logistical and operational
considerations such as equipment selection, maintenance, safety protocols, and
workforce management. Miners experienced in base/precious metals operations can
bring their expertise to tungsten mining operations.
In particular, each of the Relevant Management has the following experience and skills
which are transferrable to the mining activities at the Boguty Project:
1. Mr. Wang Zhongwei: Mr. Wang has accumulated extensive experience in the mining
and beneficiation of copper, gold, silver, lead, zinc, molybdenum and other minerals
when he was the director of processing plant and deputy director of Dexing Copper
Mine ( ᅃጳზᘤ) at Jiangxi Copper, as well as the standing deputy general manager
at Jiangxi Copper Group Yinshan Mining Limited (ப΂
ʮ̡). According to the Independent Technical Consultant, tungsten mineralisation
occurs as stockworks or narrow veins in Boguty, which is akin to certain kinds of
the mineralisation styles of copper, gold, silver, lead and zinc. The mining methods
and beneficiation processes of such said minerals are similar to those of tungsten.
As such, Mr. Wang’s mining and beneficiation experience is considered closely
relevant to the mining exploration and extraction activities of tungsten in Boguty
Project of our Company.
2. Mr. Liu Peng: Mr. Liu is familiar with cost management, cost control, cost
accounting of mines, smelters and copper processing in China and overseas, and is
familiar with corporate tax planning and analysis and other management work due
to his experience as the cost and expense manager of the corporate finance
department at Jiangxi Copper, the finance manager at Nesko Metal Sanayi Ve Ticaret
Anonim S¸irketi and the financial controller at Zhejiang Jiangtong Fuye Heding
Copper Company Limited (ʮ̡). The experiences of
the said financial management and risk management of mines are closely associated
with the financial management and operation in the exploration and extraction
activities in the mines of the Boguty Project. Therefore, Mr. Liu’s experience in
financial management of copper mines is considered to be closely relevant and
essential to the operation of the Boguty Project of our Company.
DIRECTORS AND SENIOR MANAGEMENT
– 382 –


--- page 394 ---
3. Mr. Zhao Yingfeng: Mr. Zhao has accumulated extensive experience in copper
mining extraction and processing when he was the principal engineer of processing
plant and deputy director of Yongping Copper Mine ( ̻͑ზᘤ) at Jiangxi Copper.
According to the Independent Technical Consultant, the typical processing methods
for copper include sulfide, flotation, pyrometallurgical and hydrometallurgical
methods. Yongping Copper Mine is an open pit operation and the processing
flowsheet employs floatation, which will also be used in the processing of tungsten
at Boguty Project. As such, Mr. Zhao’s experience in the mining extraction and
processing of copper is closely relevant and essential to that of tungsten at Boguty
Project of our Company.
4. Mr. Chen Bo: Mr. Chen accumulated extensive experience in the exploration and
production management of copper mines at Dexing Copper Mine when he was the
deputy director of engineering department of Fujiawu project of Dexing Copper
Mine and the director of engineering management department of Dexing Copper
Mine at Jiangxi Copper. Dexing Copper Mine is one of the largest copper mines in
China whose mineralization, mining methods and mining production systems, such
as pioneering transportation, power supply, water supply and drainage, as well as the
mining and stripping process and equipment are akin to those of Boguty Project
according to the Independent Technical Consultant. Therefore, his experience in the
mining engineering activities is similar with the exploration and production
activities in the Boguty Project. As such, Mr. Chen’s engineering and construction
experience at Dexing Copper Mine is considered closely relevant and essential to the
mining exploration activities at the Boguty Project of our Company.
5. Mr. Zhou Xu: Mr. Zhou has accumulated extensive experience in the construction
and development in the exploration activities of non-ferrous metal mines in the PRC
and abroad when he was the manager at China National Nonferrous Metals Industry
and Technology Development Co., Ltd. (ʮ̡) and
the senior manager at CRCCII. According to the Independent Technical Consultant,
the non-ferrous metal deposits of copper, gold, silver, lead and zinc in which he was
involved have similar mineralization and mining methods as that of Boguty Project.
They also share the similar mining production systems such as pioneering
transportation, power supply, water supply and drainage, as well as the similar
mining and stripping processes and equipment adopted in the production process,
such as perforated rock drilling, loading and blasting, mechanized shovel
transportation. In addition, they have the same methods of controlling the depletion
loss and other key indicators of the mining operations in the production process. As
such, Mr. Zhou’s experience in the exploration activities of non-ferrous metal mines
is closely relevant and essential to the mining exploration activities of the Boguty
Project of our Company.
DIRECTORS AND SENIOR MANAGEMENT
– 383 –


--- page 395 ---
6. Mr. Zhang Shengyi: Mr. Zhang has accumulated extensive experience in the mining
exploration and development of copper and rare earth mines when he was the deputy
director of production department at Jiangxi Copper. The target minerals of Jiangxi
Copper and the Galeno mine include rare earth, copper, gold, and other polymetallic
mineralisation. According to the Independent Technical Consultant, the exploration
methods for these types of minerals are closely associated with those used for the
hydrothermal narrow-vein type deposit of tungsten found at Boguty Project. Further,
Jiangxi Copper possesses various mining units including open pit mines, and the
Haoniuping rare earths mine is an open pit mine. According to the Independent
Technical Consultant, the mining method of open pit mines is similar and applicable
to the proposed mining method at Boguty Project. Therefore, Mr. Zhang’s past
experience in exploration and development activities is closely relevant and
essential to the mining exploration activities at Boguty Project.
As such, the Independent Technical Consultant is of the view that the knowledge and
experience of the Relevant Management gained from exploration, mining, beneficiation and
operation of base and precious metals are transferable to the planned operation at the Boguty
Project.
General
Save as disclosed above, none of our Directors held any directorship in public companies,
the securities of which are listed on any securities market in Hong Kong or overseas in the last
three years immediately preceding the date of this prospectus. Save as disclosed herein, to the
best knowledge, information and belief of the Directors having made all reasonable inquiries,
there was no other matters with respect to the appointment of the Directors that need to be
brought to the attention of our Shareholders and there was no information relating to our
Directors that is required to be disclosed pursuant to Rule 13.51(2)(a) to (v) of the Listing
Rules.
COMPANY SECRETARY
Ms. LIU Wenjing ( ᄎ˖᎑), aged 40, was appointed as the secretary of the Board in
October 2022 and the company secretary of the Company in January 2024.
Ms. Liu has 18 years of experience in strategy management, corporate governance and
financial investment. Prior to joining the Group and from July 2006 to January 2014, she
served various roles consecutively at Zhuhai Founder Technology Multilayer Circuit Board
Co., Ltd. (ʮ̡), Zhuhai Founder Printed Circuit Board
Development Limited (ʮ̡) and the Perfect Textile & Garment
Manufacture Co., Ltd (ʮ̡). She served consecutively as a
securities affairs representative of SGSG Science & Technology Co., Ltd. Zhuhai (߅ږ
ʮ̡) (a company listed on Shenzhen Stock Exchange (stock code: 300561)) from
January 2015 to March 2016, the vice president and the secretary to the board of Zhuhai
Taichuan Cloud Technology Co., LTD. (ʮ̡) (a company listed
DIRECTORS AND SENIOR MANAGEMENT
– 384 –


--- page 396 ---
on the National Equities Exchange and Quotations (“ NEEQ”) (stock code: 832214)) from
March 2016 to November 2018, and the chief financial officer and the secretary to the board
of Live Group ( ট෤ණྠ) from December 2018 to November 2021.
Ms. Liu obtained a master’s degree in business administration from the University of
Macau (ɽኪ) in December 2015, a master’s degree of in corporate governance from Hong
Kong Metropolitan University (ಥேึɽኪ) in March 2022. Ms. Liu has been pursuing her
doctoral degree in part time from the Hong Kong Polytechnic University (ಥଣʈɽኪ) since
September 2021. Ms. Liu obtained the board secretary certificates (ࣣ)
granted by Shanghai Stock Exchange in April 2011, Shenzhen Stock Exchange in September
2014, and NEEQ in April 2017. She also obtained the certificate of qualification for
independent directors of listed companies (ࣣfrom Shenzhen Stock
Exchange in December 2017. She was admitted as Fellow of The Hong Kong Chartered
Governance Institute (ଣʮึ) in June 2022, Fellow of the Chartered Institute of
Management Accountants (CIMA) and Chartered Global Management Accountant (CGMA) in
December 2022. She was admitted as an international affiliate of Hong Kong Institute of
Certified Public Accountants in May 2023. She was entitled to use the post-nominal ‘HKCGI
CERT: ESG’ in July 2023. Ms. Liu was awarded the Most Recognized Board Secretaries on
NEEQ (௰ա̹ఙႩ̙໨।) in December 2017.
BOARD COMMITTEES
We have established the following committees under the Board: Audit Committee,
Nomination Committee, Remuneration Committee and ESG Committee. The committees
operate in accordance with terms of reference established by the Board.
Audit Committee
We have established the Audit Committee on January 25, 2024 with written terms of
reference in compliance with Rule 3.21 of the Listing Rules and the Corporate Governance
Code as set forth in Appendix C1 to the Listing Rules. The Audit Committee consists of one
non-executive Director, being Mr. Zha Kebing, and two independent non-executive Directors,
being Mr. Wong Hok Bun Mario and Mr. Wang Jianfeng. The chairman of the Audit Committee
is Mr. Wong Hok Bun Mario, who holds the appropriate professional qualifications as required
under Rules 3.10(2) and 3.21 of the Listing Rules. The primary duties of the Audit Committee
are to review and monitor our financial reporting, risk management and internal control
systems, and to nominate and assist our Board to fulfill its responsibility over the audit.
Nomination Committee
We have established the Nomination Committee on January 25, 2024 with written terms
of reference in compliance with the Corporate Governance Code as set forth in Appendix C1
to the Listing Rules. The Nomination Committee consists of one executive Director, being Mr.
Liu Liqiang, and two independent non-executive Directors, being Mr. Zhu Guoshan and Mr.
DIRECTORS AND SENIOR MANAGEMENT
– 385 –


--- page 397 ---
Wong Hok Bun Mario. The chairman of the Nomination Committee is Mr. Zhu Guoshan. The
primary duties of the Nomination Committee are to make recommendations to our Board on the
appointment and removal of Directors of our Company.
Remuneration Committee
We have established the Remuneration Committee on January 25, 2024 with written terms
of reference in compliance with the Corporate Governance Code as set forth in Appendix C1
to the Listing Rules. The Remuneration Committee consists of one non-executive Director,
being Ms. Lian Jie and two independent non-executive Directors, being Mr. Wang Jianfeng and
Mr. Zhu Guoshan. The chairman of the Remuneration Committee is Mr. Wang Jianfeng. The
primary duties of the Remuneration Committee are to evaluate the performance and make
recommendations to our Board on the remuneration package of our Directors and senior
management.
ESG Committee
We have established the ESG Committee on January 25, 2024 with written terms of
reference in compliance with the Corporate Governance Code as set forth in Appendix C1 to
the Listing Rules. The ESG Committee consists of two executive Directors, being Mr. Wang
Zhongwei and Mr. Qiu Huaizhi, and one non-executive Director, being Ms. Lian Jie. The
chairman of the ESG Committee is Mr. Wang Zhongwei. The primary duties of the ESG
Committee are to assess the Company’s environmental, social and governance responsibilities
and risks and opportunities, and to formulate the Company’s environmental, social and
governance vision, objectives and strategies.
CORPORATE GOVERNANCE
Our Company is committed to achieving a high standard of corporate governance with a
view to safeguarding the interests of our Shareholders. To accomplish this, our Company
intends to comply with the Corporate Governance Code set out in Appendix C1 to the Hong
Kong Listing Rules and the Model Code for Securities Transactions by Directors of Listed
Issuers set out in Appendix C3 to the Hong Kong Listing Rules after the Listing.
BOARD DIVERSITY POLICY
We have adopted a board diversity policy which sets out the approach to achieve and
maintain diversity in our Board. Pursuant to our board diversity policy, selection of Board
candidates will be based on a range of diversity perspectives, including but not limited to
gender, age, cultural and educational background, industry experience, technical capabilities,
professional qualifications and skills, knowledge, length of service and other related factors.
We will also consider our own business model and special needs. The ultimate selection of
Director candidates will be based on merits of the candidates and contribution that the
candidates will bring to our Board.
DIRECTORS AND SENIOR MANAGEMENT
– 386 –


--- page 398 ---
Our Board currently consists of one female Director and seven male Directors with a
balanced mix of gender, knowledge and skills, including but not limited to knowledge and
experience in the areas of corporate management, mining, civil construction, investment, law,
financial management and accounting. Taking into consideration our existing business model
and specific needs as well as the different background of our Directors, our Directors consider
that the composition of our Board upon the Listing satisfies our board diversity policy. After
the Listing, we will strive to keep gender balance of the Board through measures implemented
by our Nomination Committee in accordance with our board diversity policy. In particular, we
will keep identifying and selecting female individuals with a diverse range of skills, experience
and knowledge in different fields who are suitably qualified to become our Board members and
maintain at least one female Director and at least 10% female representations in our Board.
Our Nomination Committee is responsible for the implementation of our board diversity
policy. Upon completion of the Listing, our Nomination Committee will review our board
diversity policy from time to time to ensure its continued effectiveness and we will disclose the
implementation of our board diversity policy in our corporate governance report on an annual
basis.
CONFIRMATION FROM OUR DIRECTORS
Rule 8.10 of the Listing Rules
Each of our Directors confirms that as of the Latest Practicable Date, he or she did not
have any interest in a business which competes or is likely to compete, either directly or
indirectly, with our Company’s business which would require disclosure under Rule 8.10 of the
Listing Rules.
Rule 3.09D of the Listing Rules
Each of our Directors confirms that he or she (i) has obtained the legal advice referred
to under Rule 3.09D of the Listing Rules in January 2024, and (ii) understands his or her
obligations as a director of a listed issuer under the Listing Rules.
Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors has confirmed (i) his independence as
regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) he has
no past or present financial or other interest in the business of the Company or its subsidiaries
or any connection with any core connected person of the Company under the Listing Rules as
of the Latest Practicable Date, and (iii) that there are no other factors that may affect his
independence at the time of his appointment.
DIRECTORS AND SENIOR MANAGEMENT
– 387 –


--- page 399 ---
COMPENSATION OF DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
We offer our executive Directors and senior management members, who are also our
Company’s employees, various compensation in the form of fees, salaries, retirement benefit
scheme contributions, discretionary bonus, housing allowances and other benefits in kind.
In the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30,
2025, the total remuneration (including fees, salary, allowances and benefits in kind,
discretionary bonus, contributions to retirement benefits scheme and other emoluments) we
paid to our Directors amounted to approximately HK$2.8 million, HK$2.7 million, HK$2.9
million and HK$1.3 million, respectively.
The five individuals whose emoluments were the highest in the Group include one, one,
one and one Director for the years ended December 31, 2022, 2023 and 2024 and the six
months ended June 30, 2025, respectively. In the years ended December 31, 2022, 2023 and
2024 and the six months ended June 30, 2025, the total remuneration (including wages, salaries
and bonuses, staff welfare expenses, pensions and other social security costs, housing benefits)
we paid to the remaining non-director individuals whose emoluments were the highest in the
Group amounted to approximately HK$4.8 million, HK$4.1 million, HK$4.7 million and
HK$2.0 million, respectively.
Pursuant to the arrangement still in force as of the date of this prospectus, an estimated
aggregate amount of approximately HK$2.9 million will be paid and granted to the Directors
as remuneration for the financial year ending December 31, 2025.
No remuneration was paid to our Directors or the five highest paid individuals as an
inducement to join, or upon joining, our Group. During the Track Record Period, no
compensation was paid to, or has been received by, our Directors, former Directors or the five
highest paid individuals for the loss of office as director of any member of our Group or of any
other office in connection with the management of the affairs of any member of our Group.
None of our Directors waived any emoluments during the Track Record Period.
Saved as disclosed above, no other payments have been paid or are payable for the three
years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2025 by
us or any of our subsidiaries to our Directors.
DIRECTORS AND SENIOR MANAGEMENT
– 388 –


--- page 400 ---
COMPLIANCE ADVISOR
We have appointed Guolian Securities International Capital Market Co., Limited as our
compliance advisor pursuant to Rule 3A.19 of the Listing Rules. The material terms of the
Compliance Advisor’s agreement are as follows:
(i) Guolian Securities International Capital Market Co., Limited shall act as our
compliance advisor for the purpose of Rule 3A.19 of the Hong Kong Listing Rules
for a period commencing on the Listing Date and ending on the date on which we
comply with Rule 13.46 of the Hong Kong Listing Rules in respect of our financial
results for the first full financial year commencing after the Listing Date, or until the
agreement is terminated, whichever is earlier;
(ii) the Compliance Advisor will provide us with certain services, including proper
guidance and advice as to compliance with the requirements under the Hong Kong
Listing Rules and applicable laws, regulations and rules;
(iii) the Compliance Advisor will, as soon as reasonably practicable, inform us of any
amendment or supplement to the Hong Kong Listing Rules announced by the Hong
Kong Stock Exchange from time to time, and of any amendment or supplement to
the applicable laws, regulations and rules in Hong Kong applicable to the Company;
and
(iv) the Compliance Advisor will act as our additional channel of communication of the
Company with the Hong Kong Stock Exchange.
DIRECTORS AND SENIOR MANAGEMENT
– 389 –


--- page 401 ---
SHARE CAPITAL
The number of Shares of our Company as of the date of this prospectus and immediately
before and after completion of the Global Offering is as follows:
Number of
Shares
Number of Shares:
Shares in issue as of the date of this prospectus /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,765
Shares in issue immediately following the Share Subdivision and
before the Global Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118329,420,000
Shares to be issued:
Shares to be issued pursuant to the Global Offering (1) (assuming the
Over-allotment Option is not exercised) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118109,808,800
Shares on completion of the Global Offering (1) (assuming the
Over-allotment Option is not exercised) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118439,228,800
Shares to be issued:
Shares to be issued on exercise of the Over-allotment Option in full /H1118/H111816,471,200
Shares on completion of the Global Offering (1) (assuming the
Over-allotment Option is exercised in full) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118455,700,000
Note:
1. Including (i) the Hong Kong Public Offering of initially 10,981,200 Shares, and (ii) the International
Offering of initially 98,827,600 Shares (including 1,317,600 Shares under the AIX Offering).
The table above assumes the Global Offering becomes unconditional and completed in
accordance with the relevant terms and conditions. It takes no account of (a) any Shares which
may be issued under the general mandate given to our Directors for the issue and allotment of
Shares; or (b) any Shares which may be repurchased by us pursuant to the general mandate
given to our Directors for the repurchase of Shares.
Other than the Global Offering, and save as disclosed in this prospectus in the section
headed “Information about this Prospectus and the Global Offering”, we do not propose to
carry out any public or private issue or to place securities simultaneously with the Global
Offering or within the next six months. We have not approved any Share issue plan other than
the Global Offering.
RANKING
The Offer Shares are ordinary Shares in the share capital of our Company and rank pari
passu in all respects with all Shares currently in issue or to be issued and, in particular, will
qualify and rank in full for all dividends or other distributions declared, made or paid on the
Shares in respect of a record date which falls after the date of this prospectus.
SHARE CAPITAL
– 390 –


--- page 402 ---
MINIMUM PUBLIC FLOAT
Pursuant to Rule 8.08(1) of the Listing Rules, where the expected market value at the time
of listing does not exceed HK$6,000,000,000, at least 25.0% of the total issued share capital
of our Company must at all times be held by the public.
In addition, under the AIX Regional Equity Market Rules (REM 3.1(e)), as applicable to
REM companies (i.e., the companies free-float market capitalization of which on AIX and
other stock exchanges does not exceed USD200 million) the threshold for “shares in public
hands” is decreased to 10%. AIX has the right to decrease such minimum amount even more.
GENERAL MANDATE TO ISSUE SHARES
Subject to the conditions stated in the section headed “Structure of the Global Offering
— Conditions of the Global Offering” in this prospectus, our Directors have been granted a
general unconditional mandate to allot, issue and deal with a total number of Shares not
exceeding:
(a) 20% of the total number of Shares of our Company immediately after the completion
of the Global Offering; and
(b) the total number of Shares of our Company repurchased by our Company (if any)
under the general mandate to repurchase Shares referred to in the section headed “—
General Mandate to Repurchase Shares” below.
This general mandate to issue Shares will expire:
(i) at the conclusion of our next annual general meetings unless otherwise renewed by
an ordinary resolution of our Shareholders in a general meeting, either
unconditionally or subject to conditions; or
(ii) at the end of the period within which we are required by any applicable law or our
Articles of Association to hold our next annual general meeting; or
(iii) when varied or revoked by an ordinary resolution of our Shareholders in general
meeting, whichever is the earliest.
For further details of this general mandate, see “Appendix VI — Statutory and General
Information — 1. Further Information about Our Company — D. Written Resolutions Passed
by Our Shareholders”.
GENERAL MANDATE TO REPURCHASE SHARES
Subject to the conditions stated in the section headed “Structure of the Global Offering
— Conditions of the Global Offering”, our Directors have been granted a general unconditional
mandate to exercise all the powers of our Company to repurchase Shares (Shares which may
SHARE CAPITAL
– 391 –


--- page 403 ---
be listed on the Hong Kong Stock Exchange or on any other stock exchange which is
recognized by the SFC and the Hong Kong Stock Exchange for this purpose) of an aggregate
number of not more than 10% of the total number of our Shares in issue immediately after the
completion of the Global Offering (excluding any Shares which may be issued pursuant to the
exercise of the Over-allotment Option).
This general mandate relates only to repurchases made on the Hong Kong Stock
Exchange, or on any other stock exchange on which the Shares are listed (and which is
recognized by the SFC and the Hong Kong Stock Exchange for this purpose), and made in
accordance with the Listing Rules. For a summary of the relevant Listing Rules, see “Appendix
VI — Statutory and General Information — 1. Further Information about Our Company — E.
Repurchase of Our Shares”.
This general mandate to repurchase Shares will expire:
(i) at the conclusion of our next annual general meeting unless otherwise renewed by
an ordinary resolution of our Shareholders in a general meeting, either
unconditionally or subject to conditions; or
(ii) at the end of the period within which we are required by any applicable law or our
Articles of Association to hold our next annual general meeting; or
(iii) when varied or revoked by an ordinary resolution of our Shareholders in general
meeting, whichever is the earliest.
For further details of this general mandate, see “Appendix VI — Statutory and General
Information — 1. Further Information about Our Company — D. Written Resolutions Passed
by Our Shareholders”.
CIRCUMSTANCES UNDER WHICH GENERAL MEETING ARE REQUIRED
Pursuant to the Companies Ordinance and the Articles of Association, our Company may
from time to time by ordinary Shareholders’ resolution (i) increase its share capital; (ii) alter
its share capital; and (iii) cancel any Shares which have not been taken or have been forfeited.
In addition, our Company may reduce its share capital by Shareholders’ special resolution. For
more details, see “Appendix IV — Summary of the Articles of Association — Changes in
Capital”.
Further, all or any of the special rights (unless otherwise provided by the terms of issue)
attached to our Shares or any class of Shares may be varied or abrogated either with the consent
in writing of the holders of more than 75% of the total voting rights of the holders of the
Shares. For more details, see “Appendix IV — Summary of the Articles of Association —
Variation of Rights”.
SHARE CAPITAL
– 392 –


--- page 404 ---
SUBSTANTIAL SHAREHOLDERS
So far as our Directors are aware, immediately after completion of the Global Offering,
the following persons will have an interest in our Shares or the underlying shares of our
Company which will be required to be disclosed to our Company and the Hong Kong Stock
Exchange pursuant to the provisions in Divisions 2 and 3 of Part XV of the SFO or will be,
directly or indirectly, interested in 10% or more of any class of share capital carrying rights to
vote in all circumstances at general meetings of our Company:
Shares held after the
Share Subdivision and
before the Global
Offering (1)
Shares held immediately
after completion of the
Global Offering (assuming
the
Over-allotment Option is
not exercised) (1)
Shares held immediately
after completion of the
Global Offering (assuming
the
Over-allotment Option is
exercised in full) (1)
Shareholder
Nature of
interest Number Percentage Number Percentage Number Percentage
Mr. Liu Zijia
(ᄎɿྗ)(2) /H1118/H1118/H1118/H1118/H1118
Interest in
controlled
corporation
142,800,000 43.35% 142,800,000 32.51% 142,800,000 31.34%
Ever Trillion
(2) /H1118/H1118/H1118/H1118Beneficial
owner
142,800,000 43.35% 142,800,000 32.51% 142,800,000 31.34%
Jiangxi State-owned
Capital Operation
Holding Group
Co., Ltd. (޲
ٰ
ʮ̡)
(3) /H1118
Interest in
controlled
corporation
137,200,000 41.65% 137,200,000 31.24% 137,200,000 30.11%
Jiangxi Copper
Corporation
Limited ( ϪГზุ
ʮ̡)
(3) /H1118
Interest in
controlled
corporation
137,200,000 41.65% 137,200,000 31.24% 137,200,000 30.11%
Jiangxi Copper
(3) /H1118/H1118Interest in
controlled
corporation
137,200,000 41.65% 137,200,000 31.24% 137,200,000 30.11%
Jiangxi Copper
HK
(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Beneficial
owner
137,200,000 41.65% 137,200,000 31.24% 137,200,000 30.11%
SUBSTANTIAL SHAREHOLDERS
– 393 –


--- page 405 ---
Shares held after the
Share Subdivision and
before the Global
Offering (1)
Shares held immediately
after completion of the
Global Offering (assuming
the
Over-allotment Option is
not exercised) (1)
Shares held immediately
after completion of the
Global Offering (assuming
the
Over-allotment Option is
exercised in full) (1)
Shareholder
Nature of
interest Number Percentage Number Percentage Number Percentage
China Railway
Construction
Corporation ( ʕ਷
ࠢ
ʮ̡)
(4) /H1118/H1118/H1118/H1118/H1118/H1118
Interest in
controlled
corporation
49,420,000 15.00% 49,420,000 11.25% 49,420,000 10.84%
CRCC
(4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118Interest in
controlled
corporation
49,420,000 15.00% 49,420,000 11.25% 49,420,000 10.84%
CRCCII
(4) /H1118/H1118/H1118/H1118/H1118/H1118Beneficial
owner
32,956,000 10.00% 32,956,000 7.50% 32,956,000 7.23%
(1) All the interests stated are long positions.
(2) As of the Latest Practicable Date, Ever Trillion directly held 43.35% of our Shares. Ever Trillion is wholly
owned by Mr. Liu Zijia ( ᄎɿྗ). Therefore, Mr. Liu Zijia is deemed to be interested in the Shares held by Ever
Trillion. The Shares of our Company held by Ever Trillion are subject to a share pledge (the “ Share Pledge ”)
pursuant to a deed of share charge dated September 11, 2020 given by Ever Trillion, as the chargor, in favor
of Jiangxi Copper Corporation Limited (ʮ̡), as the chargee. The Share Pledge was
provided as a counter guarantee for the obligations under the guarantee given by Jiangxi Copper Corporation
Limited (the “ Jiangxi Copper Guarantee ”) for our Company’s loan facilities. In this connection, we have
received confirmation from the independent financial institution which provided the relevant loan facilities to
our Company that they have agreed in principle to release the Jiangxi Copper Guarantee prior to the Listing,
and we expect to release the Jiangxi Copper Guarantee and the counter guarantees provided by Ever Trillion,
CRCCII and CCECC HK prior to the Listing. For further details, please see “Relationship with Our Controlling
Shareholders—Independence from our Controlling Shareholders—Financial Independence” in this prospectus.
Pursuant to a confirmation dated July 29, 2025 made by Jiangxi Copper Corporation Limited to our Company
and Ever Trillion, Jiangxi Copper Corporation Limited has agreed and undertaken not to enforce the share
pledge at any time during the period commencing from July 29, 2025 and ending on the completion date of
the Global Offering, nor during the first six months following that date. For an additional six months following
the end of the said first six-month period, Jiangxi Copper Corporation Limited has further undertaken not to
enforce the share pledge in any way that would result in Ever Trillion and its shareholder no longer being the
Controlling Shareholder of our Company.
(3) As of the Latest Practicable Date, Jiangxi Copper HK directly held 41.65% of our Shares. Jiangxi Copper HK
is a wholly-owned subsidiary of Jiangxi Copper, which was in turn owned as to approximately 45.72% and
controlled by Jiangxi Copper Corporation Limited as of September 30, 2024. Jiangxi Copper Corporation
Limited is a subsidiary of Jiangxi State-owned Capital Operation Holding Group Co., Ltd. (਷Ϟ༟͉
ʮ̡). Jiangxi State-owned Capital Operation Holding Group Co., Ltd. is controlled by
State-owned Assets Supervision and Administration Commission of Jiangxi Province (਷Ϟ༟ପ္ຖ၍
ึ). Therefore, each of Jiangxi Copper, Jiangxi Copper Corporation Limited, and Jiangxi State-owned
Capital Operation Holding Group Co., Ltd. is deemed to be interested in the Shares held by Jiangxi Copper
HK.
SUBSTANTIAL SHAREHOLDERS
– 394 –


--- page 406 ---
(4) As of the Latest Practicable Date, CRCCII directly held 10% of our Shares. CRCCII is a wholly-owned
subsidiary of CRCC, which is in turn ultimately controlled by the State-owned Assets Supervision and
Administration Commission of the State Council through China Railway Construction Corporation ( ʕ਷᚛༸
ʮ̡). Further, CCECC HK, a wholly-owned subsidiary of CRCC, directly held 5% of our Shares
as of the Latest Practicable Date. Therefore, each of CRCC and China Railway Construction Corporation is
deemed to be interested in the Shares held by CRCCII and CCECC HK.
Save as disclosed above, our Directors are not aware of any other person who will,
immediately after completion of the Global Offering, have an interest and/or a short position
in our Shares or the underlying shares of our Company which will be required to be disclosed
to our Company and the Hong Kong Stock Exchange pursuant to the provisions in Divisions
2 and 3 of Part XV of the SFO or will be, directly or indirectly, interested in 10% or more of
any class of share capital carrying rights to vote in all circumstances at general meetings of our
Company.
SUBSTANTIAL SHAREHOLDERS
– 395 –


--- page 407 ---
THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (each a “ Cornerstone
Investment Agreement ” and collectively, the “ Cornerstone Investment Agreements ”) with
the cornerstone investors set out below (each a “ Cornerstone Investor ” and collectively, the
“Cornerstone Investors ”), pursuant to which the Cornerstone Investors have agreed to,
subject to certain conditions, subscribe, or cause their designated entities to subscribe, at the
Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of
400 Shares) that may be purchased for an aggregate amount equivalent to US$76.38 million,
calculated based on the conversion rate of US$1.00 to HK$7.8498 (the “ Cornerstone
Placing ”).
Based on the Offer Price of HK$10.92 per Share, the total number of Offer Shares to be
subscribed by the Cornerstone Investors would be 54,904,400 Offer Shares. The table below
reflects the shareholding percentage immediately after the completion of the Global Offering.
Assuming the Over-allotment Option
is not exercised
Assuming the Over-allotment Option
is exercised in full
Approximate % of the
Offer Shares
Approximate % of the
total issued share
capital
Approximate % of the
Offer Shares
Approximate % of the
total issued share
capital
50% 12.50% 43.48% 12.05%
Our Company is of the view that the Cornerstone Investment will help raise the profile
of our Company and to signify that such investors have confidence in our business and
prospect. Further, we believe that we will benefit from the cornerstone investment, taking into
account the business sectors they primarily focus on. Our Company became acquainted with
each of the Cornerstone Investors in its ordinary course of operation through the Group’s
business network or through introduction by the Company’s shareholders, business partners or
Overall Coordinators.
The Cornerstone Placing will form part of the International Offering, and save as
otherwise waived/obtained consent by the Stock Exchange, the Cornerstone Investors will not
subscribe for any Offer Shares under the Global Offering other than pursuant to the
Cornerstone Investment Agreements. The Offer Shares to be subscribed by the Cornerstone
Investors will rank pari passu in all respects with the fully paid Shares in issue and all the
Shares to be subscribed by the cornerstone investors will be counted towards the public float
for the purpose of Rule 8.08 of the Listing Rules. Immediately following the completion of the
Global Offering, (i) none of the Cornerstone Investors and/or their close associates will have
any Board representation in our Company; (ii) none of the Cornerstone Investors and/or their
close associates will become a substantial Shareholder of our Company; and (iii) equity
interests in our Company being beneficially owned by the three largest public Shareholders
will be less than 50% for the purpose of Rule 8.08(3) of the Listing Rules. The Cornerstone
Investors do not have any preferential rights in the Cornerstone Investment Agreements
compared with other public Shareholders, other than a guaranteed allocation of the relevant
Offer Shares at the Offer Price.
CORNERSTONE INVESTORS
– 396 –


--- page 408 ---
As confirmed by each of the Cornerstone Investors, there are no side arrangements
between the Company, and the Cornerstone Investors, or any benefit, direct or indirect,
conferred on the Cornerstone Investors, by virtue of or in relation to the Listing other than a
guaranteed allocation of the relevant Offer Shares at the Offer Price, following the principles
as set out in Chapter 4.15 of the Guide for New Listing Applicants.
The Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have
subscribed before dealings in the Company’s Shares commence on the Stock Exchange. There
will be no deferred settlement or delayed delivery of the Offer Shares to be subscribed by the
Cornerstone Investors.
To the best of the knowledge, information and belief of our Company, (i) the Cornerstone
Investors are independent of the Company, its connected persons and their respective
associates; (ii) none of the Cornerstone Investor is accustomed to take and has not taken
instructions from the Company, our Directors, chief executive, Controlling Shareholders,
substantial Shareholders, existing Shareholders or any of its subsidiaries or their respective
close associates in relation to the acquisition, disposal, voting or other disposition of the Offer
Shares; and (iii) none of the subscription of the Offer Shares by the Cornerstone Investors is
financed by the Company, our Directors, chief executive, Controlling Shareholders, substantial
Shareholders, existing Shareholders or any of its subsidiaries or their respective close
associates.
To the best knowledge of the Company and the Overall Coordinators, and based on the
indicative interest of investment of the Cornerstone Investors and/or their close associates as
of the date of this prospectus, certain Cornerstone Investors and/or their close associates may
participate in the International Offering as placees and subscribe for further Offer Shares in the
Global Offering. The Company will seek the Stock Exchange’s consent and/or waiver to allow
the Cornerstone Investors and/or their close associates to participate in the International
Offering as placees pursuant to Chapter 4.15 of the Guide for New Listing Applicants. Whether
such Cornerstone Investors and/or their close associates will place orders in the International
Offering are uncertain and will be subject to the final investment decisions of such investors
and the terms and conditions of the Global Offering.
To the best knowledge of our Company, the Cornerstone Investors make independent
investment decisions, and their subscription under the Cornerstone Investment Agreements
would be financed by their own internal resources and they have sufficient funds to settle their
respective investment under the Cornerstone Placing. Each of the Cornerstone Investor has
confirmed that all necessary approvals have been obtained with respect to the Cornerstone
Placing, and that no specific approval from any stock exchange (if relevant) or its shareholders
is required for the relevant cornerstone investment.
The total number of Offer Shares to be subscribed for by the Cornerstone Investors under
the Cornerstone Placing may be affected by reallocation of the Offer Shares between the
International Offering and the Hong Kong Public Offering in the event of over-subscription
under the Hong Kong Public Offering, as described in the paragraphs headed “Structure of the
CORNERSTONE INVESTORS
– 397 –


--- page 409 ---
Global Offering — The Hong Kong Public Offering — Reallocation” in this prospectus. The
number of Offer Shares to be acquired by each Cornerstone Investor may be deducted on a pro
rata basis in accordance with the terms of the Cornerstone Investment Agreements to satisfy the
public demands under the Hong Kong Public Offering, after taking into account the
requirements under Appendix F1 to the Listing Rules as well as the discretion of the Sole
Representative (for itself and on behalf of the International Underwriters) to exercise the
Over-allotment Option.
Details of the actual number of Offer Shares to be allocated to the Cornerstone Investors
will be disclosed in the allotment results announcement of our Company to be published on or
around August 27, 2025.
The table below sets forth the details of the Cornerstone Placing:
Based on the Offer Price of HK$10.92
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is fully exercised
Cornerstone Investors
Total
Investment
Amount
Number of
Offer Shares
to be
subscribed (1)
Approximate
%o ft h e
Offer Shares
Approximate %
of our total issued
share capital
immediately upon
completion of the
Global Offering
Approximate
%o ft h e
Offer Shares
Approximate %
of our total issued
share capital
immediately upon
completion of the
Global Offering
(in millions)
Cinda /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$300 27,472,400 25.02% 6.25% 21.76% 6.03%
Luyin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$100 9,157,200 8.34% 2.08% 7.25% 2.01%
GF Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118US$8.6 6,182,000 5.63% 1.41% 4.90% 1.36%
GF International Investment
Management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118US$6.4 4,600,400 4.19% 1.05% 3.64% 1.01%
Fullgoal HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$23.48 2,150,000 1.96% 0.49% 1.70% 0.47%
Fullgoal Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$26.52 2,428,400 2.21% 0.55% 1.92% 0.53%
Zhengxin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$31.82 2,914,000 2.65% 0.66% 2.31% 0.64%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118US$76.38 54,904,400 50.00% 12.50% 43.48% 12.05%
Notes:
(1) Subject to rounding down to the nearest whole board lot of 400 Shares. Calculated based on the exchange rate
set out in the section headed “Information about this Prospectus and the Global Offering — Exchange Rate
Conversion.”
(2) Exclusive of brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee.
CORNERSTONE INVESTORS
– 398 –


--- page 410 ---
THE CORNERSTONE INVESTORS
The information about our Cornerstone Investors set forth below has been provided by
our Cornerstone Investors in connection with the Cornerstone Placing.
Cinda
CHINA CINDA (HK) ASSET MANAGEMENT CO., LIMITED (༺(ಥ)༟ପ၍
ʮ̡)( “ Cinda ”) is a company incorporated in Hong Kong on April 21, 1999. It is
wholly owned by CHINA CINDA (HK) HOLDINGS COMPANY LIMITED (༺(ಥ)
ʮ̡) , a wholly-owned subsidiary of China Cinda Asset Management Co., Ltd. ( ʕ
ʮ̡), a company listed on the Stock Exchange (Stock code:
01359.HK).
Luyin
LUYIN TRADING PTE. LTD. (ʮ̡)( “ Luyin ”) is a company
incorporated in Singapore on January 10, 2004. It is principally engaged in the purchase, sale,
and processing of gold, silver, platinum and related products, as well as the import and export
of goods and technologies and bulk commodity trading. Luyin is a wholly-owned subsidiary of
Shandong Zhaojin Group Company Limited, a state-owned enterprise ultimately owned 90%
by the State-owned Assets Supervision and Administration Bureau of Zhaoyuan City. Luyin has
years of experience in securities investment, and has a broad investment focus with particular
emphasis on the mining and non-ferrous metals sectors.
GF Fund Management and GF International Investment Management (together “GF
Fund”)
GF Fund Management Co., Ltd. (“ GF Fund Management ”) was established on August
5, 2003. GF Fund Management and its subsidiaries hold licenses for public fund management,
domestic investment management of social security funds, securities investment management
of basic pension insurance funds, specific client asset management, QDII, RQFII, QFII, QDLP,
entrusted insurance fund investment management, insurance protection fund entrusted asset
management, and fund investment advisory services. GF Fund Management is a large fund
management company with comprehensive asset management capabilities and experience. It is
controlled as to 54.53% by GF Securities Co., Ltd. (ʮ̡), a company listed
on the Shenzhen Stock Exchange (stock code: 000776.SZ) and the Stock Exchange (stock code:
01776.HK). The subscription of the Offer Shares as a cornerstone investor will be made by GF
Fund Management in its capacity as the discretionary investment manager of certain funds
and/or independent segregated accounts under its management. Save for Lu Yongjian, Ma
Jiaping and Li Yong (each being an Independent Third Party to its best knowledge), no other
single ultimate beneficial owner holds 30% or more interest in such funds and/or independent
segregated accounts and, to the best knowledge of GF Fund Management, each fund and/or
account is an Independent Third Party.
CORNERSTONE INVESTORS
– 399 –


--- page 411 ---
GF International Investment Management Limited (“ GF International Investment
Management ”) (central number in the Hong Kong Securities and Futures Commission license:
AXL121) was established in December 2010 with a registered capital of HK$500 million,
holding licenses from the SFC for Type 1 (securities trading), Type 4 (advising on securities),
and Type 9 (asset management) regulated activities. It is a wholly-owned subsidiary of GF
Fund Management. The subscription of the Offer Shares as a cornerstone investor will be made
by GF International Investment Management in its capacity as the discretionary investment
manager of certain funds and/or independent segregated accounts under its management. Save
for Lavender Paul Andrew, Michael Sihong Ren, Li Shuwei and Qin Tianyu (each being an
Independent Third Party to its best knowledge), no other single ultimate beneficial owner holds
30% or more interest in such funds and/or independent segregated accounts and, to the best
knowledge of GF International Investment Management, each fund and/or account is an
Independent Third Party.
The Offer Shares to be allocated and issued to GF Fund Management and GF International
Investment Management in their capacity as investment managers acting as agents on behalf
of certain clients, will be held on a discretionary basis for and on behalf of clients who are
Independent Third Parties to the best knowledge of GF Fund Management and GF International
Investment Management.
Fullgoal HK and Fullgoal Fund
Established in 2012 in Hong Kong, Fullgoal Asset Management (HK) Limited (“ Fullgoal
HK”) is a wholly owned subsidiary of Fullgoal Fund Management Co., Ltd. (“ Fullgoal
Fund”). Fullgoal HK has Type 1 (Dealing in Securities), Type 4 (Advising on Securities) and
Type 9 (Asset Management) licenses issued by the SFC. The subscription of the Offer Shares
as a cornerstone investor will be made by Fullgoal HK in its capacity as the sole management
shareholder or investment manager of certain funds under its management, being one
open-ended publicly raised securities investment fund and one asset management scheme. As
confirmed by Fullgoal HK, no single ultimate beneficial owner holds 30% or more interest in
such funds, and, to the best knowledge of Fullgoal HK, each of such funds is an Independent
Third Party.
Fullgoal Fund is a fund management company established in China in April 1999, and is
one of the first ten fund management companies authorized by the CSRC and other regulatory
authorities to obtain full licenses to provide asset management services in the PRC. Fullgoal
Fund has a registered capital of RMB520 million and its main scope of business includes the
provision of traditional fund management services, fund raising, fund sale and asset
management solutions to both domestic and overseas clients. Fullgoal Fund is a QDII approved
by the relevant PRC authority and is also the first fund management company with foreign
equity participation among the first ten fund management companies in China. The relevant
funds proposed to subscribe for the Offer Shares under the management of Fullgoal Fund are
open-ended publicly raised securities investment funds registered with the CSRC. Each of such
funds has a wide spread of ultimate clients, none of whom holds more than 30% interest
therein, and to the best knowledge of Fullgoal Fund, each fund is an Independent Third Party.
CORNERSTONE INVESTORS
– 400 –


--- page 412 ---
The shareholders of Fullgoal Fund include (i) Guotai Haitong Securities Co., Ltd. ( ਷इ
ʮ̡) holding 27.775% in Fullgoal Fund; (ii) Shenwan Hongyuan Securities
Co., Ltd. (ʮ̡) holding 27.775% in Fullgoal Fund; (iii) Bank of Montreal
holding 27.775% in Fullgoal Fund, and (iv) Shandong Financial Asset Management Co., Ltd.
(ʮ̡), holding 16.675% in Fullgoal Fund.
Zhengxin
Zhengxin Group Investment Limited (“ Zhengxin ”), an investment holding company
incorporated in the British Virgin Islands in July 2020, specializes in Hong Kong equity
investments and trading with a focus on non-ferrous metals, rare metals, technology, artificial
intelligence, and new energy sectors. The ultimate beneficial owner is Mr. Su Ruitong
(Mr. Su ), an independent third party. With over a decade of investment experience, Mr. Su
possesses profound expertise in Hong Kong IPO processes, stock investment strategies, and
risk management.
CLOSING CONDITIONS
The obligation of each Cornerstone Investor to subscribe for the Offer Shares under the
respective Cornerstone Investment Agreement is subject to, among other things, the following
closing conditions:
(i) the Hong Kong Underwriting Agreement and the International Underwriting
Agreement being entered into and having become effective and unconditional (in
accordance with their respective original terms or as subsequently waived or varied
by agreement of the parties thereto) by no later than the time and date as specified
in the Hong Kong Underwriting Agreement and the International Underwriting
Agreement, and neither the Hong Kong Underwriting Agreement nor the
International Underwriting Agreement having been terminated;
(ii) the Listing Committee and AIX having granted the approval for the listing of, and
permission to deal in, the Shares (including the Shares under the Cornerstone
Placing) as well as other applicable waivers and approvals and such approval,
permission or waiver having not been revoked prior to the commencement of
dealings in the Shares on the Stock Exchange and AIX;
(iii) no laws shall have been enacted or promulgated which prohibits the consummation
of the transactions contemplated in the Global Offering or the respective
Cornerstone Investment Agreement, and there being no orders or injunctions from
a court of competent jurisdiction in effect precluding or prohibiting consummation
of such transactions; and
CORNERSTONE INVESTORS
– 401 –


--- page 413 ---
(iv) the respective agreements, representations, warranties, undertakings, confirmations
and acknowledgements of the Cornerstone Investors under the respective
Cornerstone Investment Agreement are (as of the date of the Cornerstone Investment
Agreement) and will be (as of the Closing (as defined in the Cornerstone Investment
Agreement)) accurate and true in all respects and not misleading and that there is no
breach of the respective Cornerstone Investment Agreement on the part of the
relevant Cornerstone Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each Cornerstone Investor has agreed that without the prior written consent of our
Company, the Sole Sponsor and the Overall Coordinators, it will not, whether directly or
indirectly, at any time during the period of six months following the Listing Date (the
“Lock-up Period ”), dispose of, in any way, any of the Offer Shares it has purchased, pursuant
to the respective Cornerstone Investment Agreement, save for certain limited circumstances,
such as transfers to any of its wholly-owned subsidiaries who will be bound by the same
obligations of the Cornerstone Investor, including the Lock-up Period restriction.
CORNERSTONE INVESTORS
– 402 –


--- page 414 ---
You should read the following discussion and analysis in conjunction with our
consolidated financial information as of and for the years ended December 31, 2022,
2023 and 2024 and the six months ended June 30, 2025, including the notes thereto, in
the Accountant’s Report of our Group set out in Appendix I to this prospectus. Our
consolidated financial information has been prepared in accordance with HKFRS.
The following discussion and analysis contain forward-looking statements that
reflect our current views with respect to future events and financial performance. These
statements are based on our assumptions and analysis in light of our experience and
perception of historical trends, current conditions and expected future developments, as
well as other factors we believe are appropriate under the circumstances. However ,
whether actual outcomes and developments will meet our expectations and predictions
depends on a number of risks and uncertainties, many of which we cannot control or
foresee. In evaluating our business, you should carefully consider all of the information
provided in the prospectus, including the sections headed “Risk Factors” and
“Business.”
Unless the context otherwise requires, financial information described in this
section is described on a consolidated basis.
OVERVIEW
We are a tungsten mining company focusing on the development of our Boguty Project
based in Kazakhstan, which was the world’s largest open-pit tungsten mine in terms of Mineral
Resources of tungsten trioxide (WO
3) as of December 31, 2024, according to Frost & Sullivan.
During the Track Record Period, we primarily focused on preparing our Boguty Project
for commercial production and as a result, we recorded a net loss of HK$94.5 million, HK$80.1
million, HK$176.5 million and HK$7.0 million in the years ended December 31, 2022, 2023
and 2024 and the six months ended June 30, 2025, respectively. Our Boguty Project
commenced phase I commercial production in April 2025, and we started to generate revenue
in the six months ended June 30, 2025.
BASIS OF PREPARATION AND PRESENTATION
Our Company was incorporated in Hong Kong as a limited liability company on August
29, 2014. Our historical financial information has been prepared in accordance with HKFRS
as issued by the Hong Kong Institute of Certified Public Accountants and the requirements of
the Hong Kong Companies Ordinance Cap. 622. The historical financial information has been
prepared under the historical cost convention.
FINANCIAL INFORMATION
– 403 –


--- page 415 ---
The accounting policies applied in the preparation of the historical financial information
have been consistently applied throughout the Track Record Period, unless otherwise stated.
All applicable new and amended HKFRS that have come into effect during the Track Record
Period have been adopted by us in the preparation of the historical financial information
throughout the Track Record Period, except for any amended standards and interpretation that
are not yet effective during the Track Record Period.
The preparation of the historical financial information in conformity with HKFRS
requires the use of certain critical accounting estimates. It also requires our management to
exercise their judgment in the process of applying our accounting policies. The areas that
involve a higher degree of judgment or complexity, or areas where assumptions and estimates
are critical to the historical financial information are disclosed in note 4 to the Accountant’s
Report set out in Appendix I to this prospectus.
During the years ended December 31, 2022, 2023 and 2024 and the six months ended
June 30, 2025, we recorded net loss of HK$94.5 million, HK$80.1 million, HK$176.5 million
and HK$7.0 million respectively, as we primarily focused on preparing our Boguty Project for
commercial production during the Track Record Period. In preparing our historical financial
information, our Directors have taken into account projected cash flow covering a period of not
less than 12 months from June 30, 2025, our financial position as of June 30, 2025 and sources
of financing in the next 12 months from June 30, 2025, including additional banking facilities,
funds raising from issuance of new shares or financial support from our shareholders, and
concluded that we have sufficient financial resources to meet our financial obligations for the
foreseeable future. Consequently, the historical financial information has been prepared on a
going concern basis, which contemplates the realization of assets and settlement of liabilities
in the normal courses of business.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our results of operations have been, and are expected to continue to be, affected by a
number of factors, which primarily include the following:
Stage of Development
Our results of operations have varied, and are expected to continue to vary, depending on
the stage of development. During the Track Record Period, our activities had largely consisted
of obtaining mining rights and construction and development of our mining facilities to prepare
the Boguty Project for production. We commenced phase I commercial production of our
Boguty Project in April 2025. As a result, our historical operating results are not indicative of
the operating results we expect to experience when our Boguty Project becomes fully
operational.
FINANCIAL INFORMATION
– 404 –


--- page 416 ---
Our financial position and operating results have primarily been affected by costs
associated with the acquisition of mining rights, feasibility studies, site preparation,
infrastructure development, associated staff costs, costs of consumables, utility costs and other
costs associated with development and construction. To the extent that we continue to engage
in development and construction activities, our results of operations will be affected by these
and other costs associated with the pre-production stage of development. After we progress our
mining activities into the production and sale of tungsten ore, our results of operations will be
affected by a variety of additional factors, including production levels, tungsten ore prices,
sales volume of tungsten ore and cost of sales of tungsten ore, among others, as well as levels
of capital expenditures required for later stages of our development, particularly in relation to
expansion of capacity for our facilities and other infrastructure development. See also
“Business—Development Plan and Planned Production Schedule” for details of our
development plan.
Demand and Price of Tungsten Ore Concentrate
Our main product is tungsten ore concentrate. Our results of operations and financial
condition will be affected by the demand and price of tungsten ore concentrate. Factors which
could potentially impact the price of tungsten ore concentrate include, among others, price of
raw materials, the global supply and demand for tungsten ore concentrate products, the
availability of substitutes, and the development of industries that require tungsten ore
concentrate. Our sales volume will be affected primarily by factors such as (i) our mining and
processing capacity of the tungsten ore; (ii) our target customers’ preference and potential
demand for our products; (iii) our ability to produce qualified minerals and transport our
products to customers; and (iv) commodity prices.
Production Efficiency
Our production efficiency will be affected by factors such as (i) the timing of obtaining
regulatory approvals required for our operations; (ii) our ability to recruit and train sufficient
qualified staff; (iii) the grade, tonnage and other metallurgical characteristic of the tungsten ore
that we actually mined; and (iv) any unusual or unexpected geological condition encountered
during our mining and production.
Availability and Cost of Financing
Our ability to secure sufficient funding for the development of our Boguty Project on
commercially reasonable terms affects our business operations, financial performance and
financial condition. During the Track Record Period, we financed our working capital and other
liquidity requirement primarily through bank borrowings, shareholder loans and internal funds.
As of December 31, 2022, 2023 and 2024 and June 30, 2025, our total outstanding
indebtedness, mainly including bank borrowings and amounts due to shareholders, amounted
to HK$566.7 million, HK$1,652.2 million, HK$1,713.0 million and HK$1,964.7 million,
respectively. See “—Indebtedness.” The weighted average effective interest rate of our bank
borrowings and amounts due to shareholders as of December 31, 2022, 2023 and 2024 and June
30, 2025 was 2.13%, 4.07%, 3.42% and 2.81%, respectively. We may continue to seek
financing to support our business expansion. An increase in our finance costs will negatively
affect our profitability and results of operations and the availability of financing will affect our
ability to develop our Boguty Project, which may in turn affect our results of operations and
financial condition.
FINANCIAL INFORMATION
– 405 –


--- page 417 ---
Taxation
Kazakhstan tax legislation and practice is in a state of continuous development, and
therefore is subject to varying interpretations and frequent changes, which may be retroactive.
Tax authorities in Kazakhstan can conduct a retroactive review for five years after the end of
a tax year. Any material change in Kazakhstan tax legislation or practice may affect our
business, financial condition and results of operations. See “Risk Factors—Risks Relating to
Conducting Business in Kazakhstan—The taxation system and the interpretation and
application of tax laws and regulations in Kazakhstan are under development” for a detailed
discussion of relevant risks.
Foreign Exchange Rates
Our foreign currency transactions were mainly denominated in Euro, U.S. dollars,
Renminbi and Tenge. We recorded net foreign exchange losses under our net other losses of
HK$32.5 million, HK$9.6 million, HK$84.8 million and HK$25.2 million in the years ended
December 31, 2022, 2023 and 2024 and the six months ended June 30, 2025, respectively; we
also recorded net foreign exchange losses related to borrowings under our net finance costs of
HK$0.6 million, HK$9.2 million, HK$107.8 million, nil and HK$93.1 million in 2022, 2023
and 2024 and the six months ended June 30, 2024 and 2025, respectively, due to fluctuation
in foreign exchange rates. See “—Discussion of Selected Items from the Consolidated
Statements of Comprehensive Loss—Other Losses, Net”, “—Discussion of Selected Items
from the Consolidated Statements of Comprehensive Loss—Finance Costs, Net” and note 9 to
the Accountant’s Report set out in Appendix I to this prospectus for details. Our results of
operations, which are presented in Hong Kong dollars, may continue to be affected by any
material fluctuations in the exchange rate of HKD/EUR, HKD/RMB, RMB/USD, EUR/RMB
or RMB/KZT.
MATERIAL ACCOUNTING POLICY INFORMATION AND ESTIMATES
Material accounting policy information and estimates are those accounting policies and
estimates that involve significant judgments and uncertainties and potentially yield materially
different results under different assumptions and conditions. Our historical financial
information has been prepared in accordance with the HKFRS, which requires that we adopt
accounting policies and make estimates that we believe are the most appropriate in the
circumstances for the purposes of giving a true and fair view of our financial performance and
financial position. Estimates and judgments are based on historical experience, prevailing
market conditions and rules and regulations, and are reviewed on a continual basis taking into
account of the changing environment and circumstances. Our material accounting policy
information, estimates and judgments, which are important for an understanding of our
financial condition and results of operations, are summarized below. Please also see notes 2
and 4 to the Accountant’s Report as set out in Appendix I to this prospectus.
Property, Plant and Equipment
We state property, plant and equipment at historical cost less depreciation and impairment
losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition
of the items and costs incurred in bringing the asset to the location and condition necessary for
it to be capable of operating in the manner intended by management. The cost of property, plant
and equipment includes the estimated cost of mine rehabilitation, restoration and dismantling.
FINANCIAL INFORMATION
– 406 –


--- page 418 ---
We include subsequent costs in the asset’s carrying amount or recognize subsequent costs
as a separate asset, as appropriate, only when it is probable that future economic benefits
associated with the item will flow to our Group and the cost of the item can be measured
reliably. We derecognize the carrying amount of the replaced part. We charge all other repairs
and maintenance to profit or loss during the financial period in which they are incurred.
We calculate depreciation using the following method to allocate their costs, net of their
residual values, over their useful life as follows:
Buildings and infrastructures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Straight-line over 10-15 years
Mining development assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Units-of-production
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Straight-line over shorter of
remaining period of subsurface
use rights or 20 years
Vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Straight-line over 4-15 years
Computer equipment and others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Straight-line over 2-8 years
We review and adjust, if appropriate, the assets’ residual values and useful lives at the end
of each reporting period. We write down an asset’s carrying amount immediately to its
recoverable amount if the asset’s carrying amount is greater than its estimated recoverable
amount.
We determine gains and losses on disposals by comparing the proceeds with the carrying
amounts and include such gains and losses in the profit or loss.
Exploration and Evaluation Assets
Exploration and evaluation activities include expenditure to identify potential mineral
resources, determine the technical feasibility and assess the commercial viability of the
potential mineral resources. We recognize exploration and evaluation costs that are incurred
before we have obtained the legal right to explore an area or are incurred up to and including
the pre-feasibility phase in the profit or loss. We capitalize subsequent exploration and
evaluation costs as exploration and evaluation asset.
We treat exploration and evaluation assets as tangible assets and classify such assets as
part of property, plant and equipment. We do not depreciate the assets that are not yet ready
for use. We carry forward exploration and evaluation assets if the rights to the area of interest
are current and the expenditures are expected to be recouped through successful development
and exploitation of the area of interest, or alternatively by the sale of the asset. Exploration and
evaluation assets shall no longer be classified as such when the technical feasibility and
commercial viability of extracting a mineral resource are demonstrable. Once the technical
feasibility and commercial viability of the development of an area of interest are demonstrable,
we first test exploration and evaluation assets attributable to that area of interest for
impairment and then reclassify to mining development assets within property, plant and
FINANCIAL INFORMATION
– 407 –


--- page 419 ---
equipment. We test exploration and evaluation assets for impairment whenever facts and
circumstances indicate assets’ impairment. We recognize an impairment loss for the amount by
which exploration and evaluation assets’ carrying amount exceeds their recoverable amount.
The recoverable amount is higher of the exploration and evaluation assets’ fair value less costs
to sell and their value in use.
In 2022, 2023 and 2024 and the six months ended June 30, 2025, we incurred exploration
and evaluation costs of HK$4.7 million, HK$0.4 million, HK$0.5 million and nil, respectively.
Such costs incurred in 2022 were capitalized as exploration and evaluation assets under
property, plant and equipment. We had reclassified all the exploration and evaluation assets to
mining development assets as of December 31, 2022. The exploration and evaluation costs
incurred in 2023 and 2024 were charged to administrative expenses.
Development Assets and Construction in Progress
Mining development assets comprised the amounts transferred from exploration and
evaluation assets, subsequent stripping costs and all subsequent expenditures to develop the
mine in production phase. On completion of development, we reclassify balances of
construction in progress to mining assets.
We state construction in progress at cost less any impairment losses and we do not
depreciate construction in progress. Cost also comprises the direct construction costs and
capitalized borrowing costs on related borrowing to finance the construction.
Subsurface Use Rights
We state our subsurface use rights granted until 2040 at cost less accumulated
amortization and impairment, if any. The acquisition cost of subsurface use right includes the
subscription bonus, commercial discovery bonus and acquisition cost of subsurface use rights.
We amortize the subsurface use right using the unit-of-production method, based on lower of
the volume of ore reserves or ore permitted to be mined as stipulated in the subsurface use
right, from the time of beginning of tungsten ore mining.
Impairment of Non-Financial Assets
Intangible assets that are not yet available for use are not subject to amortization and we
test such intangible assets annually for impairment, or more frequently if events or changes in
circumstances indicate that they might be impaired. We test other assets for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. We recognize an impairment loss for the amount by which the asset’s carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair
value less costs of disposal and value in use. For the purposes of assessing impairment, we
group assets at the lowest levels for which there are separately identifiable cash inflows which
are largely independent of the cash inflows from other assets or groups of assets (cash-
generating units). We review non-financial assets other than goodwill that suffered an
impairment for possible reversal of the impairment at the end of each reporting period.
FINANCIAL INFORMATION
– 408 –


--- page 420 ---
We recorded net loss throughout the Track Record Period, as we primarily focused on
preparing our Boguty Project for commercial production during the Track Record Period and
just commenced commercial production for phase I in April 2025. We periodically monitored
and evaluated our cash outflows and loss position in each reporting period and found that it was
in line with our budget in material aspect. There is no evidence available that indicates that the
economic performance of our assets are, or will be, worse than expected. Therefore, the
impairment indicator does not exist in accordance with Hong Kong Accounting Standards
(HKAS) 36.
Inventories
We state our inventories at the lower of cost and net realizable value. Cost is determined
on the weighted average basis and, in the case of work in progress and finished goods,
comprises direct materials, direct labor, overburden removal, mining, processing, and an
appropriate proportion of production overheads, mine rehabilitation costs incurred in the
extraction process and other fixed and variable costs directly related to mining activities. Net
realizable value is based on estimated selling prices less any estimated costs to be incurred to
completion and disposal.
Provisions and contingent liabilities
We recognize the provisions when our Group has a present legal or constructive
obligation as a result of past events, it is probable that an outflow of resources will be required
to settle the obligation, and the amount has been reliably estimated. We do not recognize the
provisions for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be
required in settlement is determined by considering the class of obligations as a whole. We
recognize a provision even if the likelihood of an outflow with respect to any one item included
in the same class of obligations may be small.
We measure the provisions at the present value of the expenditures expected to be
required to settle the obligation using a pre-tax rate that reflects current market assessments of
the time value of money and the risks specific to the obligation. The increase in the provision
due to passage of time is recognized as interest expense.
Asset retirement obligations
We recognize our asset retirement obligations which meet the criteria of provisions as
provisions and the amount recognized is the present value of the estimated future expenditure
relating to the rehabilitation, restoration and dismantling of areas disturbed during the mine’s
operations up to the reporting date but not yet rehabilitated. The estimated future expenditures
includes the cost of recontouring, top soiling and revegetation to meet legislative requirements
and is determined in accordance with assets conditions and legal requirements.
We recognize our interest expenses from the assets retirement obligations for each period
with the effective interest method during the useful life of the related property, plant and
equipment. Uncertainty exists as to the amount of asset retirement obligations that will be
FINANCIAL INFORMATION
– 409 –


--- page 421 ---
incurred due to the impact of changes in environmental legislation, and many other factors,
including future developments, changes in technology, price increases and changes in interest
rates. The amount of the provision relating to mine rehabilitation, restoration and dismantling
obligations is recognized at the commencement of the mining project and/or construction of the
assets where a legal or constructive obligation exists at that time.
We recognize the provision as a liability, separated into current (estimated expenditure
arising within 12 months) and non-current components, based on the expected timing of these
cash flows. A corresponding asset is included in property, plant and equipment, only to the
extent that it is probable that future economic benefits associated with the restoration
expenditure will flow to the entity, otherwise a corresponding expense is recognized in the
profit or loss. The capitalized cost of this asset is recognized in property, plant and equipment
and is amortized over the life of the mine. At each reporting date, the rehabilitation liability
is remeasured in line with changes in discount rates, and timing or amounts of the costs to be
incurred.
If a decrease in the provision exceeds the carrying amount of the property, plant and
equipment recognized corresponding to the provision, the excess shall be recognized
immediately in profit or loss. If the conditions for the recognition of the provisions are not met,
the expenditures for asset retirement will be expensed in profit or loss when occurred.
Borrowings and borrowings costs
We initially recognize our borrowings at fair value, net of transaction costs incurred.
Subsequently, we measure our borrowings at amortized cost. Any difference between the
proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss
over the period of the borrowings using the effective interest method. Fees paid on the
establishment of loan facilities are recognized as transaction costs of the loan to the extent that
it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred
until the draw-down occurs. To the extent there is no evidence that it is probable that some or
all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity
services and amortized over the period of the facility to which it relates.
Borrowings are removed from consolidated statements of financial position when the
obligation specified in the contract is discharged, canceled or expired. The difference between
the carrying amount of a financial liability that has been extinguished or transferred to another
party and the consideration paid, including any non-cash assets transferred or liabilities
assumed, is recognized in profit or loss as finance costs.
Borrowing costs directly attributable to the acquisition, construction or production of
assets that necessarily take a substantial time to get ready for intended use or sale (qualifying
assets) are capitalized. Other borrowing costs are expensed in the period in which they are
incurred. Capitalization of borrowing costs includes capitalizing foreign exchange differences
relating to borrowings to the extent that they are regarded as an adjustment to interest costs.
The gains and losses that are an adjustment to interest costs include the interest rate differential
between borrowing costs that would be incurred if the entity borrowed funds in its functional
currency, and borrowing costs actually incurred on foreign currency borrowings.
FINANCIAL INFORMATION
– 410 –


--- page 422 ---
The commencement date for capitalization is when (a) we incur expenditures for the
qualifying asset; (b) it incurs borrowing costs; and (c) it undertakes activities that are necessary
to prepare the asset for its intended use or sale.
Revenue
We recognize our revenue from contracts with customers when control of goods or
services is transferred to the customers at an amount that reflects the consideration to which
we expect to be entitled in exchange for those goods or services. We present our revenue net
of value-added tax, returns and discounts.
When the consideration in a contract includes a variable amount, the amount of
consideration is estimated to which we will be entitled in exchange for transferring the goods
or services to the customer. The variable consideration is estimated at contract inception and
constrained until it is highly probable that a significant revenue reversal in the amount of
cumulative revenue recognized will not occur when the associated uncertainty with the variable
consideration is subsequently resolved.
We recognize the sales of goods, tungsten concentrate, at the point in time when control
of the goods is transferred to the customer, generally on delivery of goods and the transfer of
the legal ownership to the customers.
Current and deferred income tax
Current income tax
We calculate current income tax charge on the basis of the tax laws enacted or
substantively enacted at the end of the reporting period in the country/area where we operate
and generate taxable income. Our management periodically evaluates positions taken in tax
returns with respect to situations in which applicable tax regulation is subject to interpretation
and considers whether it is probable that a taxation authority will accept an uncertain tax
treatment. We measure our tax balances either based on the most likely amount or the expected
value, depending on which method provides a better prediction of the resolution of the
uncertainty.
Deferred income tax
We recognize deferred income tax using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the financial
statements. However, deferred income tax is not accounted for if it arises from the initial
recognition of goodwill or of an asset or liability in a transaction other than a business
combination that at the time of the transaction neither accounting nor taxable profit or loss is
affected and does not give rise to equal taxable and deductible temporary differences. We
determine deferred income tax using tax rates (and laws) that have been enacted or
substantively enacted by the end of the reporting period and are expected to apply when the
related deferred income tax asset is realized or the deferred income tax liability is settled.
FINANCIAL INFORMATION
–4 1 1–


--- page 423 ---
We recognize deferred income tax assets only to the extent that it is probable that future
taxable profit will be available to utilize those temporary differences and tax losses.
We do not recognize deferred tax liabilities and assets for temporary differences between
the carrying amount and tax bases of investments in foreign operations where we are able to
control the timing of the reversal of the temporary differences and it is probable that the
differences will not reverse in the foreseeable future.
Offsetting
Deferred income tax assets and liabilities are offset where there is a legally enforceable
right to offset current tax assets and current tax liabilities where the deferred income taxes
assets and liabilities relate to income tax levied by the same taxation authority. Current tax
assets and current tax liabilities are offset where the entity has a legally enforceable right to
offset and intends either to settle on a net basis, or to realize the asset and settle the liability
simultaneously.
We recognize current and deferred tax in profit or loss, except to the extent that it relates
to items recognized in other comprehensive income or directly in equity. In this case, the tax
is also recognized in other comprehensive income or directly in equity, respectively.
During the Track Record Period, we did not incur any income tax expenses, as our Boguty
Project was primarily at the development stage and we incurred losses before income tax. In
the six months ended June 30, 2025, as we commenced phase I commercial production at our
Boguty Project, our management considered it is probable that future taxable profits will be
available to utilize the related tax losses, and therefore, we recognized deferred income tax
assets on tax losses carried forward and result in an income tax credit of HK$82.6 million for
the six months ended June 30, 2025. The recognition of deferred tax income assets involves
significant judgments and estimates made by our management in respect of future results of
operations, in particular, future taxable profits available to utilize tax losses. As such, such
judgments and estimates may potentially yield materially different results under different
assumptions and conditions.
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of our Group’s entities are measured
using the currency of the primary economic environment in which the entity operates (the
“functional currency ”). Our historical financial information is presented in HK$, which is our
Company’s functional and the Group’s presentation currency. We changed the functional
currency of Subsidiary ZV , which is our Group’s major subsidiary in Kazakhstan who operates
the Boguty tungsten mine to RMB upon the commencement of commercial production and
sales of tungsten concentrate during the six months ended June 30, 2025 after considering the
price of its products sales in the foreseeable future is generally being affected by RMB.
FINANCIAL INFORMATION
– 412 –


--- page 424 ---
Transactions and balances
Foreign currency transactions are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions or valuation where items are
re-measured. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation of monetary assets and liabilities denominated in foreign
currencies at year/period end exchange rates are generally recognized in profit or loss. Foreign
exchange gains and losses are presented in the profit or loss on a net basis within other losses,
net.
Group companies
The results and financial positions of our overseas subsidiaries (none of which has the
currency of a hyperinflationary economy) that have a functional currency different from the
presentation currency are translated into the presentation currency as follows:
 assets and liabilities for each statement of financial position presented are translated
at the closing rate at the date of that statements of financial position;
 income and expenses for each statement of comprehensive loss is translated at
average exchange rates during the reporting period (unless this average is not a
reasonable approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the dates of
the transactions); and
 all resulting currency translation differences are recognized in other comprehensive
income.
Employee Benefits
We participate in various defined contribution retirement benefit plans schemes which are
available to all relevant employees. These plans are generally funded through payments to
schemes established by governments or trustee-administered funds. A defined contribution plan
is a pension plan under which we pay contributions on a mandatory, contractual or voluntary
basis into a separate fund. We have no legal or constructive obligations to pay further
contributions if the fund does not hold sufficient assets to pay all employees the benefits
relating to employee services in the current and prior years. We expense our contributions to
the defined contribution plans as incurred and do not reduce such contributions by
contributions forfeited by those employees who leave the plans prior to vesting fully in the
contributions. We have not utilized forfeited contributions to reduce the existing contributions.
We recognize our employees’ entitlements to annual leave when they accrue to
employees. A provision is made for the estimated liability for annual leave as a result of
services rendered by employees up to the balance sheet date. We do not recognize our
employees’ entitlements to sick leave and maternity leave until the time of leave.
We accrue discretionary bonus for the year in which the associated services are rendered
by our employees. We expect to settle liabilities for discretionary bonus within twelve months
and we measure such liabilities at the amounts expected to be paid when they are settled.
FINANCIAL INFORMATION
– 413 –


--- page 425 ---
DESCRIPTION OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
The following table sets forth a summary of our consolidated statements of
comprehensive loss for the periods indicated:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 126,313
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (108,332)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 17,981
Administrative expenses /H1118/H1118(41,061) (67,854) (75,940) (33,241) (60,499)
Other losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(34,029) (9,437) (83,749) (30,158) (27,200)
Operating loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(75,090) (77,291) (159,689) (63,399) (69,718)
Finance income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,293 1,908 78 70 19
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,653) (4,746) (16,918) (1,640) (19,856)
Finance costs, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118(19,360) (2,838) (16,840) (1,570) (19,837)
Loss before income tax /H1118/H1118(94,450) (80,129) (176,529) (64,969) (89,555)
Income tax credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 82,566
Loss for the year/period /H1118 (94,450) (80,129) (176,529) (64,969) (6,989)
Loss for the year/period
attributable to:
Equity holders of the
Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(93,661) (78,920) (172,970) (63,617) (5,996)
Non-controlling interests /H1118/H1118 (789) (1,209) (3,559) (1,352) (993)
(94,450) (80,129) (176,529) (64,969) (6,989)
Other comprehensive
income
Items that may be
reclassified to profit
or loss
Exchange differences on
translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,179 (2,950) 17,076 5,715 (9,818)
Other comprehensive
(loss)/income for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,179 (2,950) 17,076 5,715 (9,818)
Total comprehensive loss
for the year/period /H1118/H1118/H1118/H1118(90,271) (83,079) (159,453) (59,254) (16,807)
Losses per share for loss
attributable to equity
holders of the
Company (expressed
in HK$ per share)
Basic and diluted /H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,961) (6,708) (14,702) (5,407) (510)
FINANCIAL INFORMATION
– 414 –


--- page 426 ---
DISCUSSION OF SELECTED ITEMS FROM THE CONSOLIDATED STATEMENTS
OF COMPREHENSIVE LOSS
Revenue
We commenced commercial production in April 2025 and started to generate revenue of
HK$126.3 million in the six months ended June 30, 2025, which was derived from the sale of
tungsten ore concentrate.
Cost of sales
Our cost of sales mainly consists of consumables, stripping costs, depreciation, energy
and change of inventory. The following table sets forth the breakdown of our cost of sales by
nature for the periods indicated:
Y ear ended December 31,
Six months ended
June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 95,329
Stripping costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 44,656
Energy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 16,566
Employee benefit expenses /H1118/H1118 –––– 8,626
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 24,725
Amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 6 9
Transportation and delivery
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 7 7 4
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 7,831
Change of inventory /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (90,244)
–––– 108,332
Note:
(1) Others mainly include mining tax and resource tax.
FINANCIAL INFORMATION
– 415 –


--- page 427 ---
Gross Profit and Gross Profit Margin
As a result of the foregoing, we started to generate gross profit of HK$18.0 million in the
six months ended June 30, 2025, representing a gross profit margin of 14.2%.
Administrative Expenses
Our administrative expenses mainly consist of employee benefit expenses, listing
expenses, insurance expenses, office expenses, depreciation and other miscellaneous expenses.
The following table sets forth the breakdown of our administrative expenses for the periods
indicated:
For the year ended December 31, For the six months ended June 30,
2022 2023 2024 2024 2025
HK$’000 % HK$’000 % HK$’000 % HK$’000 % HK$’000 %
Employee benefit
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,172 63.7 26,818 39.5 39,542 52.1 14,367 43.2 31,330 51.8
Listing expenses /H1118/H1118/H1118/H1118/H1118557 1.4 19,077 28.1 11,535 15.2 7,450 22.4 13,462 22.3
Mining evaluation cost /H1118 – – 431 0.6 466 0.6 2,277 6.8 – –
Insurance expenses /H1118/H1118/H11181,435 3.5 3,214 4.7 3,193 4.2 1,664 5.0 1,622 2.7
Traveling and business
conference expenses /H1118 3,110 7.6 2,922 4.3 3,266 4.3 1,187 3.6 1,967 3.3
Legal and professional
fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,847 6.9 2,537 3.7 3,412 4.5 916 2.8 1,125 1.9
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118723 1.8 1,658 2.4 1,845 2.4 874 2.6 928 1.5
Contributions to local
community /H1118/H1118/H1118/H1118/H1118/H1118526 1.3 3,768 5.6 3,079 4.1 606 1.8 8 0.0
Auditors’ remuneration /H1118 820 2.0 820 1.2 738 1.0 410 1.2 410 0.7
Office expenses /H1118/H1118/H1118/H1118/H1118839 2.0 674 1.0 754 1.0 232 0.7 4,092 6.8
Short-term lease
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118925 2.3 563 0.8 919 1.2 309 0.9 473 0.8
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,107 7.6 5,372 7.9 7,191 9.5 2,949 8.9 5,082 8.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,061 100.0 67,854 100.0 75,940 100.0 33,241 100.0 60,499 100.0
FINANCIAL INFORMATION
– 416 –


--- page 428 ---
Our administrative expenses increased by 65.3% from HK$41.1 million in 2022 to
HK$67.9 million in 2023 primarily attributable to an increase in listing expenses of HK$18.5
million from 2022 to 2023.
Our administrative expenses increased by 11.9% from HK$67.9 million in 2023 to
HK$75.9 million in 2024, primarily attributable to (i) an increase in our employee benefit
expenses from HK$26.8 million in 2023 to HK$39.5 million in 2024 as we increased the
number of our employees in preparation for near-term trial production and commercial
production; and (ii) an increase in other expenses from HK$5.4 million in 2023 to HK$7.2
million in 2024 as we incurred additional advertising costs and maintenance expenses for the
Boguty Project; which were partially offset by a decrease in listing expenses from HK$19.1
million in 2023 to HK$11.5 million in 2024.
Our administrative expenses increased by 82.2% from HK$33.2 million in the six months
ended June 30, 2024 to HK$60.5 million in the same period of 2025, primarily attributable to
(i) an increase in our employee benefit expenses from HK$14.4 million in the six months ended
June 30, 2024 to HK$31.3 million in the same period of 2025 as we increased the number of
our employees for commercial production; and (ii) an increase in listing expenses from HK$7.5
million in the six months ended June 30, 2024 to HK$13.5 million in the same period of 2025,
in line with the progress of our preparatory work for the Listing.
Other Losses, Net
Our other net losses primarily include net foreign exchange (losses)/gains resulting from
the depreciation/appreciation of Euro, U.S. dollars, Renminbi and Tenge against Hong Kong
dollars as majority of our transactions was denominated in Euro, U.S. dollars, Renminbi and
Tenge. The following table sets forth the breakdown of our other gains or losses for the periods
indicated:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Foreign exchange
losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118(32,511) (9,555) (84,813) (30,502) (25,158)
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,518) 118 1,064 344 (2,042)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(34,029) (9,437) (83,749) (30,158) (27,200)
Note:
(1) Others mainly include donated construction costs of optic fiber route, reimbursement of electricity
charges by our contractors (which was incurred in 2024) and other sundry (losses)/gains.
FINANCIAL INFORMATION
– 417 –


--- page 429 ---
Our net foreign exchange losses in 2022 primarily resulted from the depreciation of
Renminbi against Hong Kong dollars in such period in connection with our cash on hand
denominated in Renminbi. Our net foreign exchange losses in 2023 primarily resulted from the
depreciation of Tenge against EUR in such period, in connection with conversion of Subsidiary
ZV’s Euro-denominated financial liabilities to Tenge, its functional currency. Our net foreign
exchange losses in 2024 primarily resulted from the depreciation of Tenge against Euro in such
period, in connection with conversion of Subsidiary ZV’s Euro-denominated financial
liabilities to Tenge, its functional currency. Our net foreign exchange losses in the six months
ended June 30, 2025 primarily resulted from the depreciation of RMB against Euro in such
period, in connection with conversion of Subsidiary ZV’s Euro-denominated financial
liabilities to RMB, after its change of functional currency from Tenge to RMB during the
period.
We constructed an optic fiber route as part of the infrastructure development and entered
into a donation arrangement with Kazakhtelecom in 2022 to donate part of our constructed
optic fiber route to Kazakhtelecom. As a result of such arrangement, we recorded other losses
under our other net losses of HK$1.5 million in 2022, which represented construction costs of
the donated optic fiber route. In the six months ended June 30, 2025, we recorded other losses
under our other net losses of HK$27 million, primarily because of the sundry loss on disposal
of scrap materials that are not used for production.
Finance Costs, Net
Our finance income represents our interest income on deposits in financial institutions.
Our finance costs consist of (i) interest expenses primarily arising from our bank borrowings
and amounts due to shareholders, (ii) unwinding of discounts of our long-term payables and
accruals and (iii) foreign exchange gains and losses in relation to our interest expenses, less
amount capitalized in relation to our borrowings specifically financed for the construction of
our Boguty Project. The following table sets forth the breakdown of our net finance
income/(costs) for the periods indicated:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Finance income:
Interest income on
deposits in
financial
institutions /H1118/H1118/H1118/H1118/H1118/H1118/H11185,293 1,908 78 70 19
Finance costs:
Interest expenses /H1118/H1118/H1118/H1118(29,224) (40,239) (86,722) (37,892) (34,997)
Unwinding of
discount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(311) (4,057) (2,269) (3,652) (268)
Foreign exchange
losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(583) (9,155) (107,771) – (93,111)
(30,118) (53,451) (196,762) (41,544) (128,376)
Less: amount
capitalized /H1118/H1118/H1118/H1118/H1118/H1118/H11185,465 48,705 179,844 39,904 108,520
(24,653) (4,746) (16,918) (1,640) (19,856)
Finance costs, net /H1118/H1118/H1118(19,360) (2,838) (16,840) (1,570) (19,837)
FINANCIAL INFORMATION
– 418 –


--- page 430 ---
We discounted our long-term payables and unwinded such discounts during each
subsequent period until the payables are settled. In 2022, 2023 and 2024 and the six months
ended June 30, 2024 and 2025, we recorded HK$0.3 million, HK$4.1 million, HK$2.3 million,
HK$3.7 million and HK$0.3 million of such unwinding of discounts, respectively.
We capitalize finance costs directly attributable to the acquisition, construction or
production of assets that necessarily take a substantial time to get ready for intended use or
sale. Accordingly, we capitalized interest expenses of HK$5.5 million, HK$48.7 million,
HK$179.8 million, HK$39.9 million and HK$24.9 million in 2022, 2023 and 2024 and the six
months ended June 30, 2024 and 2025, respectively, into property, plant and equipment in
relation to the borrowings specifically financed for the construction of our Boguty Project.
Our interest income on deposits in financial institutions decreased by 64.0% to HK$1.9
million in 2023, primarily due to a decrease in our time deposit in 2023 as we spent cash to
support our development of the Boguty Project and our daily operations. Our interest income
on deposits in financial institutions then decreased significantly by 95.9% to HK$78,000 in
2024 and then further decreased to HK$19,000 for the six months ended June 30, 2025,
primarily due to further decrease in our bank deposit in such periods as we spent cash to
support our development of the Boguty Project and our daily operations.
Our foreign exchange losses increased significantly from HK$0.6 million in 2022 to
HK$9.2 million in 2023, and further to HK$107.8 million in 2024, primarily due to the increase
in our Euro denominated borrowings, and appreciation of EUR during the Track Record Period.
Our foreign exchange losses were HK$93.1 million in the six months ended June 30, 2025,
primarily attributable to appreciation of EUR.
Our interest expenses increased significantly from HK$29.2 million in 2022 by 37.7% to
HK$40.2 million in 2023, which was in line with our increased bank borrowings driven by the
increased capital needs as we develop the Boguty Project. In addition, pursuant to the
supplemental loan agreement we entered into in February 2023, the weighted average effective
interest rate of our bank borrowings increased from 1.24% as of December 31, 2022 to 4.07%
as of December 31, 2023, which contributed to the increase in our interest expenses from 2022
to 2023. Our interest expenses increased significantly from HK$40.2 million in 2023 to
HK$86.7 million in 2024, which was in line with our increased bank borrowings driven by the
increased capital needs as we develop the Boguty Project. Our interest expenses decreased
from HK$37.9 million for the six months ended June 30, 2024 to HK$35.0 million for the same
period of 2025, which remained stable. See “—Indebtedness” below for details of the bank
borrowings and amounts due to shareholders.
FINANCIAL INFORMATION
– 419 –


--- page 431 ---
Income Tax Expense
During the Track Record Period, we did not incur any income tax expenses, as our Boguty
Project was primarily at the development stage and we incurred losses before income tax. In
the six months ended June 30, 2025, as we commenced phase I commercial production at our
Boguty Project, our management considered it is probable that future taxable profits will be
available to utilize the related tax losses, and therefore, we recognized deferred income tax
assets of HK$82.6 million on tax losses carried forward, resulting in an income tax credit of
HK$82.6 million. As of June 30, 2025, we had unused tax losses of HK$295.9 million.
During the Track Record Period and up to the Latest Practicable Date, we had made all
the required tax filings with the relevant tax authorities in the relevant jurisdictions and did not
have any disputes or unresolved tax issues with the relevant tax authorities in all material
respects. Our principal applicable taxes and tax rates are set forth as follows:
 Hong Kong . Our Company is subject to Hong Kong profits tax at a rate of 16.5%
during the Track Record Period.
 Kazakhstan . Our subsidiaries in Kazakhstan are subject to Kazakhstan profits tax at
a rate of 20% during the Track Record Period.
 PRC. Our subsidiary in PRC is subject to PRC corporate income tax at a general rate
of 25% during the Track Record Period.
 Luxembourg . Our subsidiary in Luxembourg is subject to the Luxembourg corporate
income tax at a general rate of 15% during the Track Record Period.
RESULTS OF OPERATIONS OF OUR GROUP
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Revenue
We did not generate any revenue in the six months ended June 30, 2024. We commenced
commercial production in April 2025 and started to generate revenue of HK$126.3 million in
the six months ended June 30, 2025, which was derived from the sale of tungsten ore
concentrate.
Cost of Sales
We did not have any cost of sales in the six months ended June 30, 2024. We commenced
commercial production in April 2025 and recorded cost of sales of HK$108.3 million in the six
months ended June 30, 2025.
FINANCIAL INFORMATION
– 420 –


--- page 432 ---
Gross Profit and Gross Profit Margin
As a result of the foregoing, we had gross profit of HK$18.0 million in the six months
ended June 30, 2025, with a gross profit margin of 14.2%.
Administrative Expenses
Our administrative expenses increased by 82.2% from HK$33.2 million in the six months
ended June 30, 2024 to HK$60.5 million in the same period of 2025 primarily attributable to
(i) an increase in our employee benefit expenses from HK$14.4 million in the six months ended
June 30, 2024 to HK$31.3 million in the same period of 2025 as we increased the number of
our employees for commercial production; and (ii) an increase in listing expenses from HK$7.5
million in the six months ended June 30, 2024 to HK$13.5 million in the same period of 2025,
in line with the progress of our preparatory work for the Listing.
Other Losses, Net
Our other net losses decreased from HK$30.2 million in the six months ended June 30,
2024 to HK$27.2 million in the same period of 2025, primarily attributable to a decrease in
foreign exchange losses, net from HK$30.5 million in the six months ended June 30, 2024 to
HK$25.2 million in the same period of 2025.
Finance Costs, Net
Our net finance costs increased from HK$1.6 million in the six months ended June 30,
2024 to HK$19.8 million in the same period of 2025, primarily due to finance costs and foreign
exchange losses ceasing to be capitalized for completed property, plant and equipment.
Income Tax Expense
We did not incur any income tax expense in the six months ended June 30, 2024. In the
six months ended June 30, 2025, as we commenced phase I commercial production at our
Boguty Project, our management considered it is probable that future taxable profits will be
available to utilize the related tax losses, and therefore, we recognized deferred income tax
assets of HK$82.6 million on tax losses carried forward, resulting in an income tax credit of
HK$82.6 million for the period.
Loss for the Period
As a result of the above, we recorded net losses of HK$65.0 million and HK$7.0 million
in the six months ended June 30, 2024 and the same period of 2025, respectively.
FINANCIAL INFORMATION
– 421 –


--- page 433 ---
Y ear Ended December 31, 2024 Compared to Y ear Ended December 31, 2023
Revenue
We did not have any revenue or cost of revenue in 2023 or 2024.
Administrative Expenses
Our administrative expenses increased by 11.9% from HK$67.9 million in 2023 to
HK$75.9 million in 2024, primarily attributable to (i) an increase in our employee benefit
expenses from HK$26.8 million in 2023 to HK$39.5 million in 2024 as we increased the
number of our employees in preparation for near-term trial production; and (ii) an increase in
other expenses from HK$5.4 million in 2023 to HK$7.2 million in 2024 as we incurred
advertising costs and maintenance expenses for the Boguty Project, and partially offset by a
decrease in listing expenses from HK$19.1 million in 2023 to HK$11.5 million in 2024.
Other Losses, Net
Our other net losses increased significantly from HK$9.4 million in 2023 to HK$83.7
million in 2024, primarily attributable to a HK$75.3 million increase in foreign exchange
losses, which was primarily due to the depreciation of Tenge against Euro in such period, in
connection with conversion of Subsidiary ZV’s Euro-denominated financial liabilities to
Tenge, its functional currency.
Finance Costs, Net
Our interest income decreased significantly by 95.9% from HK$1.9 million in 2023 to
HK$78,000 in 2024, primarily due to further decrease in our time deposit in such period as we
spent cash to support our development of the Boguty Project and our daily operations. Our
finance costs increased from HK$4.7 million in 2023 to HK$16.9 million in 2024, primarily
due to an increase in our foreign exchange losses in 2024 and a significant increase in our
interest expenses that was in line with our increased bank borrowings driven by the increased
capital needs as we develop the Boguty Project, which was partially offset by a substantial
amount of our interest expenses being capitalized in 2024. As a result of the above, we recorded
net finance costs of HK$2.8 million and HK$16.8 million in 2023 and 2024, respectively.
Income Tax Expense
We did not record any income tax expense in 2023 or 2024.
Loss for the Y ear
As a result of the above, we recorded net losses of HK$80.1 million and HK$176.5
million in 2023 and 2024, respectively.
FINANCIAL INFORMATION
– 422 –


--- page 434 ---
Y ear Ended December 31, 2023 Compared to the Y ear Ended December 31, 2022
Revenue
We did not have any revenue or cost of revenue in 2022 or 2023.
Administrative Expenses
Our administrative expenses increased by 65.3% from HK$41.1 million in 2022 to
HK$67.9 million in 2023 primarily attributable to an increase in listing expenses of HK$18.5
million from 2022 to 2023.
Other Losses, Net
Our other net losses decreased by 72.3% from HK$34.0 million in 2022 to HK$9.4
million in 2023, primarily attributable to a HK$23.0 million decrease in foreign exchange
losses as we incurred significant foreign exchange losses in 2022 due to the depreciation of
Renminbi against Hong Kong dollars in 2022 in connection with our cash on hand denominated
in Renminbi.
Finance Costs, Net
Our interest income decreased by 64.0% from HK$5.3 million in 2022 to HK$1.9 million
in 2023, primarily because our time deposit decreased from 2022 to 2023 as we spent cash to
support our development of the Boguty Project and our daily operations. Our finance costs
decreased by 80.7% from HK$24.7 million in 2022 to HK$4.7 million in 2023, primarily
because a substantial amount of our interest expenses was capitalized in 2023. As a result of
the above, we recorded net finance costs of HK$19.4 million and HK$2.8 million in 2022 and
2023, respectively.
Income Tax Expense
We did not record any income tax expense in 2022 or 2023.
Loss for the Y ear
As a result of the above, we recorded net losses of HK$94.5 million and HK$80.1 million
in 2022 and 2023, respectively.
FINANCIAL INFORMATION
– 423 –


--- page 435 ---
DISCUSSION OF SELECTED ITEMS FROM THE CONSOLIDATED STATEMENTS
OF FINANCIAL POSITION
The following table sets forth a summary of our assets and liabilities as of the dates
indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Non-current assets
Property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118267,441 1,001,693 1,494,752 1,685,167
Subsurface use rights /H1118/H1118/H1118/H1118/H1118/H1118/H111811,498 11,683 10,075 10,187
Prepayments and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118271,464 399,964 268,128 303,706
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 81,901
550,403 1,413,340 1,772,955 2,080,961
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 12,941 94,611
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 47,087
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,628 9,973 36,844 36,538
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,400 1,454 668 6,839
Cash and cash equivalents /H1118/H1118/H111899,496 476,687 41,440 32,662
105,524 488,114 91,893 217,737
Current liabilities
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 76,199
Other payables and accruals /H1118 37,377 31,950 86,464 70,322
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 31,783 165,414
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 1 2–––
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,246 184,643 279,094
Amounts due to shareholders /H1118 185,269 32,268 57,951 69,652
222,758 67,464 360,841 660,681
Net current
(liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118(117,234) 420,650 (268,948) (442,944)
Non-current liabilities
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,777 70,937 46,708 51,922
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118381,346 1,616,687 1,470,386 1,615,989
402,123 1,687,624 1,517,094 1,667,911
Net assets/(liabilities) /H1118/H1118/H1118/H1118/H1118/H111831,046 146,366 (13,087) (29,894)
Property, Plant and Equipment
Our property, plant and equipment mainly included: (i) construction in progress in
relation to the mining development of our Boguty Project, (ii) mining development assets, (iii)
exploration and evaluation assets, which represents our exploration and evaluation costs
incurred in our Boguty Project, (iv) buildings, (v) right-of-use assets and (vi) others. As of
December 31, 2022, 2023 and 2024 and June 30, 2025, we had property, plant and equipment
of approximately HK$267.4 million, HK$1,001.7 million, HK$1,494.8 million and
HK$1,685.2 million, respectively.
FINANCIAL INFORMATION
– 424 –


--- page 436 ---
Construction in progress was the largest component of our property, plant and equipment
during the Track Record Period. Our construction in progress represents expenditures to
develop our Boguty Project to production phase. Our construction in progress increased
throughout the Track Record Period, which was in line with the development progress of our
Boguty Project. Our construction in progress increased significantly from HK$228.4 million as
of December 31, 2022 to HK$891.5 million as of December 31, 2023 as we commenced main
project construction and pre-stripping in 2023. Our construction in progress further increased
to HK$1,397.8 million as of December 31, 2024, as we advanced the construction of the
Boguty Project. Our construction in progress decreased to HK$47.3 million as of June 30, 2025
after we commenced commercial production in April 2025.
Prepayments and Other Assets
Our prepayments primarily consist of (i) prepayment to contractors and suppliers
primarily in relation to construction services and procurement of equipment, (ii) deductible
value-added tax in relation to our construction and other expenditure, and (iii) deferred listing
expenses. The following table sets forth a breakdown of our prepayments as of the dates
indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Non-current:
Prepayments to contractors
and suppliers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118245,541 290,588 116,758 118,635
Deductible value-added tax /H1118/H1118 24,693 105,737 149,276 174,270
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,230 3,639 2,094 10,801
271,464 399,964 268,128 303,706
Current:
Deferred listing expenses /H1118/H1118/H1118/H1118175 6,393 9,642 14,056
Prepayments to suppliers /H1118/H1118/H1118/H11182,136 2,073 19,451 17,479
Prepaid insurance fees /H1118/H1118/H1118/H1118/H1118/H11181,260 1,429 1,447 2,465
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,057 78 6,304 2,538
4,628 9,973 36,844 36,538
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118276,092 409,937 304,972 340,244
Note:
(1) Others mainly include deferred stripping related cost.
FINANCIAL INFORMATION
– 425 –


--- page 437 ---
Our prepayment to contractors and suppliers primarily consist of our prepayments to
CCECC, a related party of our Group. We entered into a general construction contract and an
equipment procurement agreement with CCECC in July 2021 for the construction and
development of our Boguty Project. As we progress the construction and development of the
Boguty Project, our prepayments increased pursuant to the payment schedule of such
agreement. Accordingly, our non-current prepayments to contractors and suppliers increased by
18.3% from HK$245.5 million as of December 31, 2022 to HK$290.6 million as of
December 31, 2023. Our non-current prepayments to contractors and suppliers decreased by
59.8% from HK$290.6 million as of December 31, 2023 to HK$116.8 million as of December
31, 2024, primarily because we have continued to progress the construction and development
of the Boguty Project and according to the construction project progress, such prepayments
have been offset by the settlement amount upon completion of the construction project. Our
non-current prepayments to contractors and suppliers remained stable at HK$116.8 million as
of December 31, 2024 and HK$118.6 million as of June 30, 2025.
Our deductible value-added tax increased from HK$24.7 million as of December 31, 2022
to HK$105.7 million as of December 31, 2023, and further to HK$149.3 million as of
December 31, 2024, and HK$174.3 million as of June 30, 2025, primarily because we acquired
additional equipment and incurred other capital expenditure during the process of construction
and development of our Boguty Project, the value-added tax of which are deductible.
We entered into a facility agreement (the “ Bank Loan Agreement ”) with a commercial
bank in September 2020 for a loan facility of up to EUR188.0 million (the “ Bank Loan ”).
Pursuant to the Bank Loan Agreement, the draw down period of the Bank Loan is two years
after the first draw-down and we shall make an upfront arrangement fee of 1.1% of the total
loan facility. We accrued and recorded such upfront arrangement fee as prepayment and
recognized such arrangement fee as finance costs as we drew down the facility. As we had not
drawn down all the facility within the draw-down period, which lapsed in November 2022, we
record the remaining prepaid upfront arrangement fee related to the undrawn facility of
EUR141.7 million as finance expense in November 2022. We subsequently entered into a
supplemental agreement with the bank in February 2023 and extended the draw-down period
of unutilized facility to November 2023. As of June 30, 2025, we had drawn down all the
facility under the Bank Loan. See “—Indebtedness—Borrowings” below for details of the
Bank Loan.
Subsurface Use Rights
Our subsurface use rights represent the acquisition costs of subsurface use rights in
relation to our Boguty Project, less impairment. As of December 31, 2022, 2023 and 2024 and
June 30, 2025, we had subsurface use rights of HK$11.5 million, HK$11.7 million, HK$10.1
million and HK$10.2 million, respectively.
Inventories
We did not have inventories in 2022 and 2023 as our Boguty Project was still at the
development stage. We recorded inventories in 2024 and the six months ended June 30, 2025
as we commenced trial production in November 2024 and phase I commercial production in
April 2025. Our inventories primarily consist of (i) finished goods and (ii) raw materials
(consumables, spare parts and others). As of June 30, 2025, we had inventories of HK$94.6
million, consisting of raw materials of HK$48.1 million and finished goods of HK$46.5
million.
As of July 31, 2025, HK$60.0 million, or 63.0% of our inventories as of June 30, 2025
had been subsequently used.
FINANCIAL INFORMATION
– 426 –


--- page 438 ---
Trade receivables
Our trade receivables represent receivables from customers in relation to our sale of
tungsten ore concentrate. We commenced commercial production and sale in the six months
ended June 30, 2025 and had trade receivables of HK$47.1 million as of June 30, 2025.
The sales price of our tungsten ore concentrate is typically collectible by two instalments:
70% of the sales price are generally collectible within a few days after delivery and the
remaining balance is collectible within 15 days after we issue the final invoice. As of June 30,
2025, all of our trade receivables were aged within 3 months, and we did not recognize any
impairment loss as the expected credit loss was considered minimal. In the six months ended
June 30, 2025, our trade receivables turnover days (calculated as average of the opening and
closing balances of trade receivables of the relevant period divided by the revenue of the
relevant period multiplied by 180 days) were 34 days.
As of July 31, 2025, 100.0% of our trade receivables as of June 30, 2025 had been
subsequently settled.
Trade payables
Our trade payables represent payables in relation to the purchase of goods and services
from our suppliers. We commenced commercial production and sale in the six months ended
June 30, 2025 and had trade payables of HK$76.2 million as of June 30, 2025. As of June 30,
2025, all of our trade payables were aged within 3 months. In the six months ended June 30,
2025, our trade payables turnover days (calculated as the average of the opening and closing
balances of trade payables of the relevant period divided by the cost of sales of the relevant
period multiplied by 180 days) were 63 days.
As of July 31, 2025, HK$34.5 million, or 45.3% of our trade payables as of June 30, 2025
had been subsequently settled.
Other Payables and Accruals
Our payables and accruals primarily consist of (i) construction payables, (ii) asset
retirement obligation in relation to our Boguty Project, (iii) listing expenses payables, (iv)
other taxes payables, mainly in relation to the withholding of individual income taxes and
payables of levies in relation to our subsurface use rights, (v) employee benefit payables, and
(vi) accrual for loan arrangement fee in relation to our Bank Loan. The following table sets
forth the breakdown of our other payables and accruals as of the dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Construction payables /H1118/H1118/H1118/H1118/H1118/H111832,461 67,851 85,545 66,650
Asset retirement obligation /H1118/H1118 2,505 12,637 13,291 13,530
Listing expense payables /H1118/H1118/H1118/H1118400 8,238 10,058 19,758
FINANCIAL INFORMATION
– 427 –


--- page 439 ---
As of December 31,
As of
June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Other taxes payables /H1118/H1118/H1118/H1118/H1118/H1118/H11189,462 9,241 9,243 7,053
Employee benefit payables /H1118/H1118 2,143 2,228 11,012 7,959
Accrual for loan arrangement
fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,520–––
Other accruals (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,663 2,692 4,024 7,294
58,154 102,887 133,173 122,244
Non-current: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,777 70,937 46,638 51,922
Current: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,377 31,950 86,464 70,322
58,154 102,887 133,172 122,244
Note:
(1) Others mainly include accruals for audit remuneration, interest expenses and staff training fees.
Under most of our construction contracts, we reserve a fixed percentage of the current
construction stage’s fees as warranty. As we progress our development of the Boguty Project,
the construction fees increased. As a result and in line with our construction in progress during
such period, our construction payables, which primarily represent our construction fees
payable and the warranty, increased from 2022 to 2024 and decreased as at June 30, 2025 as
compared to the December 31, 2024.
As of July 31, 2025, HK$4.7 million, or 7.0%, of our construction payables as of June 30,
2025 had been subsequently settled.
Pursuant to the Bank Loan Agreement, we shall make an upfront arrangement fee of 1.1%
of the total loan facility. As of December 31, 2022, HK$9.5 million of the upfront arrangement
fee remained outstanding, which was fully settled in 2023.
LIQUIDITY AND CAPITAL RESOURCES
During the Track Record Period, we principally financed our working capital and other
liquidity needs through bank borrowings, shareholder loans and internal funds. Our principal
uses of cash have been development of our Boguty Project and to fund our working capital. We
expect to fund our future working capital and other liquidity needs with a combination of our
bank balances, net proceeds from the Global Offering, bank and other borrowings and cash
generated from our operations. As of June 30, 2025, we had cash and cash equivalents of
HK$32.7 million and unutilized bank facilities of HK$68.6 million. As of the Latest
Practicable Date, we had unutilized bank facilities of HK$68.7 million.
FINANCIAL INFORMATION
– 428 –


--- page 440 ---
Net Current (Liabilities)/Assets
The following table sets forth a summary of our consolidated current assets and current
liabilities as of the dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 12,941 94,611
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 47,087
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,628 9,973 36,844 36,538
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,400 1,454 668 6,839
Cash and cash equivalents /H1118/H1118/H111899,496 476,687 41,440 32,662
105,524 488,114 91,893 217,737
Current liabilities
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 76,199
Other payables and accruals /H1118 37,377 31,950 86,464 70,322
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 31,783 165,414
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 1 2–––
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,246 184,643 279,094
Amounts due to shareholders /H1118 185,269 32,268 57,951 69,652
222,758 67,464 360,841 660,681
Net current
(liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118(117,234) 420,650 (268,948) (442,944)
We recorded net current liabilities of HK$442.9 million as of June 30, 2025 as compared
to net current liabilities HK$268.9 million as of December 31, 2024, primarily attributable to
(i) an increase in contract liabilities of HK$133.6 million, primarily because we received
advance payments from customers in relation to our sales while the relevant products were yet
to be delivered; (ii) an increase in borrowings of HK$94.5 million, partially offset by an
increase in inventories of HK$81.7 million and an increase in trade payables of HK$76.2
million, as we commenced commercial production and sale in the six months ended June 30,
2025.
FINANCIAL INFORMATION
– 429 –


--- page 441 ---
We recorded net current assets of HK$420.7 million as of December 31, 2023 as
compared to net current liabilities HK$268.9 million as of December 31, 2024, primarily
attributable to (i) a significant decrease in cash and cash equivalents of HK$435.2 million, as
we spent cash to support our daily operations and to progress the development of our Boguty
Project; (ii) an increase in our other net losses from HK$9.4 million in 2023 to HK$83.7
million in 2024, primarily attributable to the depreciation of Tenge against Euro in such period,
in connection with conversion of Subsidiary ZV’s Euro-denominated financial liabilities to
Tenge, its functional currency; and (iii) an increase in borrowings of HK$181.4 million, which
was in line with our increased bank borrowings driven by the increased capital needs as we
develop the Boguty Project.
We recorded net current assets of HK$420.7 million as of December 31, 2023 as
compared to net current liabilities of HK$117.2 million as of December 31, 2022, primarily due
to (i) an increase in cash and cash equivalents of HK$377.2 million as we further drew down
the Bank Loan in 2023 and (ii) a decrease in amounts due to shareholders of HK$153.0 million
as majority of our shareholder loan were capitalized into our share capital in February 2023.
As of December 31, 2022, December 31, 2024 and June 30, 2025, we had net current
liabilities of HK$117.2 million and HK$268.9 million and HK$442.9 million, respectively. Our
net current liabilities positions were primarily due to the significant development and
construction costs we incurred in relation to the Boguty Project, and certain portion of our
borrowings was maturing in short term. We had net current assets as of December 31, 2023
because we had drawn down significant amount of our Bank Loan, which had not been fully
utilized for our construction costs as of such dates. We financed our expenses during the period
primarily by bank borrowings, shareholder loans and internal funds. Going forward, we expect
to improve our liquidity position through (i) the net proceeds from the Global Offering; (ii)
cash generated from operations; and (iii) unutilized bank facilities. We obtained credit facilities
of HK$265.0 million from reputable commercial banks in April 2024 to support the
construction of our Boguty Project. We expect such credit facilities to improve our cash
position. The credit facilities have provided additional funding to us and as of June 30, 2025,
we had unutilized bank facilities of HK$68.6 million. We expect that our cash position will
improve in light of the commencement of commercial production and sale in April 2025.
FINANCIAL INFORMATION
– 430 –


--- page 442 ---
Cash Flows
The following table sets forth a summary of our consolidated statements of cash flows for
the periods indicated:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Operating cash flows
before movement in
working capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118(40,631) (66,078) (73,031) (32,023) (23,064)
Changes in working
capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,876) 3,360 9,877 4,235 38,618
Net cash (used in)/
generated from
operating activities /H1118/H1118/H1118(47,507) (62,718) (63,154) (27,788) 15,554
Net cash (used in)
investing activities /H1118/H1118/H1118/H1118(311,332) (755,630) (447,012) (225,425) (21,448)
Net cash generated
from/(used in)
financing activities /H1118/H1118/H1118189,881 1,187,770 88,236 (33,541) 1,567
Net (decrease)/increase
in cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(168,958) 369,422 (421,930) (286,684) (4,327)
Cash and cash equivalents
at beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118287,994 99,496 476,687 476,687 41,440
Effects of exchange rate
changes on cash and
cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118(19,540) 7,769 (13,317) (16,778) (4,451)
Cash and cash
equivalents at end of
the year/period /H1118/H1118/H1118/H1118/H1118/H111899,496 476,687 41,440 173,225 32,662
FINANCIAL INFORMATION
– 431 –


--- page 443 ---
Net Cash (Used in)/Generated from Operating Activities
For the six months ended June 30, 2025, we had net cash generated from operating
activities of HK$15.6 million, primarily representing our loss for the period of HK$7.0 million,
as positively adjusted by (i) increase in contract liabilities of HK$130.2 million as we received
advance payments from customers in relation to our sales while the relevant products were yet
to be delivered and (ii) trade payables of HK$76.2 million in relation to the purchase of goods
and services from our suppliers as we commenced phase I commercial production, and
negatively adjusted by increase in inventories of HK$79.4 million and trade receivables of
HK$47.1 million, as we commenced phase I commercial production and sale in the first six
months ended June 30, 2025.
For the year ended December 31, 2024, we had net cash used in operating activities of
HK$63.2 million, primarily representing our loss for the year of HK$176.5 million, as
positively adjusted by (i) non-cash loss incurred relating to foreign exchange losses of
HK$84.8 million mainly arising from the depreciation of Tenge against Euro in such period,
in connection with conversion of Subsidiary ZV’s Euro-denominated financial liabilities to
Tenge, its functional currency and (ii) other payables and accruals of HK$44.1 million in line
with the progressing of our development of the Boguty Project, and negatively adjusted by (i)
prepayments, other receivables and other assets of HK$21.3 million, which is in line with our
development of the Boguty Project and (ii) increase in inventories of HK$12.9 million
primarily because we commenced trial production of the Boguty Project in November 2024.
For the year ended December 31, 2023, we had net cash used in operating activities of
HK$62.7 million, primarily representing our loss for the year of HK$80.1 million, as positively
adjusted by (i) non-cash loss incurred relating to foreign exchange losses of HK$9.6 million
mainly arising from the depreciation of Tenge against EUR in such period, in connection with
conversion of Subsidiary ZV’s Euro-denominated financial liabilities to Tenge, its functional
currency and (ii) interest expenses of HK$4.7 million primarily in relation with our bank
borrowings and amounts due to shareholders, and negatively adjusted by interest income of
HK$1.9 million from deposits in financial institutions.
For the year ended December 31, 2022, we had net cash used in operating activities of
HK$47.5 million, primarily representing our loss for the year of HK$94.5 million, as positively
adjusted by (i) non-cash loss incurred relating to foreign exchange losses of HK$32.5 million
mainly arising from the depreciation of Tenge against EUR in such period, in connection with
conversion of Subsidiary ZV’s Euro-denominated financial liabilities to Tenge, its functional
currency and depreciation of Renminbi against Hong Kong dollars in such period in connection
with our cash on hand denominated in Renminbi and (ii) interest expenses of HK$24.7 million
primarily in relation to our bank borrowings and amounts due to shareholders, and negatively
adjusted by interest income of HK$5.3 million from deposits in financial institutions.
FINANCIAL INFORMATION
– 432 –


--- page 444 ---
We had net cash used in operating activities from 2022 to 2024 as our Boguty Project was
primarily in the exploration and development stage. We commenced commercial production in
April 2025 and started to generate positive cash flow from operating activities in the six
months ended June 30, 2025.
We plan to continuously optimize our cash flow and liquidity position by improving our
cost control and operating efficiencies. See “Business—Mining Operations and Processing
Facilities—Production Capacity and Plan” for details. In addition, we plan to adopt
comprehensive measures to effectively control our cost and operating expenses. We aim to
optimize liquidity to gain a better return for our Shareholders while maintaining adequate risk
control. We plan to closely monitor and manage the settlement of our trade receivables to avoid
credit losses. We will also closely monitor the settlement of our trade payables to achieve better
cash flow position.
Net Cash (Used in) Investing Activities
For the six months ended June 30, 2025, we had net cash used in investing activities of
HK$21.5 million, primarily attributable to additions to property, plant and equipment of
HK$127.3 million, partially offset by capitalization of interest expenses of HK$105.2 million.
For the year ended December 31, 2024, we had net cash used in investing activities of
HK$447.0 million, primarily attributable to additions to property, plant and equipment of
HK$719.2 million, which primarily consists of our construction-in-progress.
For the year ended December 31, 2023, we had net cash used in investing activities of
HK$755.6 million, primarily attributable to (i) additions to property, plant and equipment of
HK$731.1 million, which primarily consists of our construction-in-progress, and (ii) an
increase in prepayment to contractors and relevant tax prepayment of HK$125.6 million as we
progressed development of the Boguty Project.
For the year ended December 31, 2022, we had net cash used in investing activities of
HK$311.3 million, primarily attributable to additions to property, plant and equipment of
HK$210.2 million, primarily consists of our construction-in-progress; and an increase in
prepayment to contractor and relevant tax prepayment of HK$138.5 million as we progressed
development of the Boguty Project.
FINANCIAL INFORMATION
– 433 –


--- page 445 ---
Net Cash Generated from/(Used in) Financing Activities
For the six months ended June 30, 2025, we had net cash generated from financing
activities of HK$1.6 million, primarily attributable to proceeds from borrowings of HK$53.5
million as we further drew down available bank facilities, partially offset by interest paid of
HK$28.3 million and repayment of borrowings of HK$23.6 million, as we repaid certain
borrowings.
For the year ended December 31, 2024, we had net cash generated from financing
activities of HK$88.2 million, primarily attributable to proceeds from borrowings of HK$141.5
million as we further drew down available bank facilities, partially offset by interest paid of
HK$62.9 million.
For the year ended December 31, 2023, we had net cash generated from financing
activities of HK$1,187.8 million, primarily attributable to proceeds from borrowings of
HK$1,194.5 million as we drew down the Bank Loan.
For the year ended December 31, 2022, we had net cash generated from financing
activities of HK$189.9 million, primarily attributable to proceeds from borrowings of
HK$207.6 million as we drew down the Bank Loan, partially offset by interest paid of
HK$15.2 million, primarily in relation to the Bank Loan.
Sufficiency of Working Capital
We believe our liquidity requirements will be mainly satisfied by funding from a
combination of our cash and cash equivalents, net proceeds from the Global Offering, bank and
other borrowings and cash generated from our operations. Taking into account the financial
resources available to our Group, including cash and cash equivalents, the estimated net
proceeds from this Global Offering and cash generated from operations, our Directors are of
the opinion that we will have sufficient working capital to cover at least 125% of our present
requirements as required under Rule 18.03(4) of the Listing Rules, that is, for at least the next
12 months from the date of this prospectus.
INDEBTEDNESS
As of December 31, 2022, 2023, 2024 and June 30, 2025, except as disclosed below, we
did not have any outstanding mortgages, charges, debentures, other issued debt capital, bank
overdrafts, borrowings, liabilities under acceptance or other similar indebtedness, acceptance
credits, hire purchase commitments, any guarantees or other material contingent liabilities.
Since June 30, 2025, the latest practicable date for the purpose of the indebtedness statement,
and up to the date of this prospectus, there has been no material change to our indebtedness.
FINANCIAL INFORMATION
– 434 –


--- page 446 ---
The following table summarizes our indebtedness as of the dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Non-current:
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118381,346 1,616,687 1,470,386 1,615,989
Current:
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,246 184,643 279,094
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 1 2–––
Amounts due to shareholders /H1118 185,269 32,268 57,951 69,652
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118566,727 1,652,201 1,712,980 1,964,735
Borrowings
Our borrowings represent our bank loans denominated in EUR and RMB. We entered into
the Bank Loan Agreement with a commercial bank in September 2020 to obtain the Bank Loan
of up to EUR188.0 million to fund the construction of our Boguty Project, with a draw down
period of two years after the first draw-down. Prior to November 2022, the Bank Loan bore a
fixed interest rate at 1% per annum with interests payable quarterly and principal repayable in
eight years since first draw down. We then entered into a supplemental agreement with such
bank in February 2023 and extended the draw-down period of unutilized facility to November
2023. Pursuant to the supplemental agreement, loan drawn down after November 2022 bears
a floating rate with reference to the Euro short-term rate. As a result, our borrowings as of
December 31, 2022 of HK$381.3 million bore interest at 1% per annum. HK$397.2 million,
HK$507.7 million and HK$362.7 million of our borrowings as of December 31, 2023,
December 31, 2024 and June 30, 2025 bore interest at 1% per annum. HK$1,222.8 million,
HK$1,147.3 million and HK$1,302.8 million of our borrowings as of December 31, 2023,
December 31, 2024 and June 30, 2025 bore floating interest rates ranging from 3.488% to
5.013% per annum. HK$1,302.8 million of our borrowings as of June 30, 2025 bore floating
interest rates ranging from 3.017% to 4.023% per annum. The principal of our outstanding
borrowings are repayable in semi-annual installments with the last installment due on June 14,
2028. As of June 30, 2025, we had drawn down all the facility of the Bank Loan. The major
covenants under the Bank Loan Agreement are summarized as follows:
 We shall complete the initial drawdown under the facility agreement on or before
November 7, 2020.
 We shall pay the lending bank an arrangement fee of 1.1% ( i.e., EUR2.1 million) of
the facility, of which EUR650,000 shall be paid by us to the lending bank in a lump
sum within six months of the date of the initial drawdown and the remaining amount
of EUR1.4 million shall be paid to the lending bank in a lump sum or in installments
by March 31, 2023.
FINANCIAL INFORMATION
– 435 –


--- page 447 ---
 We shall provide true and accurate documents and information as requested by the
lending bank, and cooperate with the lending bank in its investigation, review and
inspection from time to time.
 We shall repay the principal, interest and fees of the loans in full and on time as
agreed under the financing documents.
 We shall obtain the written consent of the lending bank if we intend to transfer all
or part of the liabilities under the facility agreement to a third party.
 We shall apply for draw down according to the construction progress of the Boguty
Project, use the loan and/or other credit facilities as agreed under the financing
documents and/or committed purpose(s), comply with the lending bank’s
requirements on management of payment of loan funds.
 We shall ensure that settlement, payment and other receipt and payment activities
shall be carried out mainly in the lending bank settlement accounts opened by us
with the lending bank. During the term of the facility agreement, the proportion of
our settlement transactions in such lending bank settlement accounts shall be no less
than the proportion of bank financing from such lending bank in the aggregate of all
bank facilities.
 Without the prior written consent of the lending bank, we shall not, and shall ensure
that our controlled subsidiaries shall not, increase their own debt financing (except
for shareholders affiliated loans) other than the loans lent by the lending bank and
the branches of the lending bank, or provide any third party with guarantee,
mortgage, pledge or other security or arrangement having security effect. However,
in case of any shareholders affiliated loans, we shall give a prior written notice to
the lending bank.
 We shall not provide any loan to any third party without the consent of the lending
bank.
 We shall not delay in managing and claiming for our creditor’s rights as they fall due
or dispose of our existing major assets without compensation or in other improper
manner. Without the written consent of the lending bank, we shall not, and shall
ensure that Subsidiary ZV shall not, create any encumbrance in any form or conduct
financial leasing on the assets of the Boguty Project for the benefit of any third party
other than the lending bank.
 Any merger, division, reorganization, joint venture (cooperation) or external
investment by us and our subsidiaries shall be subject to the prior written consent
of the lending bank.
FINANCIAL INFORMATION
– 436 –


--- page 448 ---
 We shall immediately notify the lending bank in writing upon the occurrence of any
material event which might affect our solvency.
 We shall comply with the lending bank’s compliance requirements relating to
anti-money laundering and sanctions.
Pursuant to the Bank Loan Agreement, Jiangxi Copper Corporation Limited ( ϪГზุණ
ʮ̡) (“Jiangxi Copper Corporation”), a related party of our Group, provided a
guarantee in relation to the outstanding loan amount. In return, we shall pay Jiangxi Copper
Corporation a guarantee fee of 0.57% per annum on the guaranteed amount. Ever Trillion, one
of our Controlling Shareholders, provided a counter-guarantee to Jiangxi Copper Corporation
with a charge on Ever Trillion’s shares of our Company. In addition, CRCCII and CCECC HK,
both of which are our Shareholders, also provided a counter-guarantee to Jiangxi Copper
Corporation to the extent of their equity holding in the Company, in respect of the guarantee
provided by Jiangxi Copper Corporation. The guarantee provided by Jiangxi Copper
Corporation as well as the counter-guarantees provided by Ever Trillion, CRCCII and CCECC
HK will be released before the Listing.
We are subject to certain customary restrictive covenants under the Bank Loan. For
example, we are prohibited from incurring other significant indebtedness, guarantee, pledge,
mortgage, providing loan to third-party, merger, spin-off, restructuring, change of control, or
mortgage, transfer, disposal of material assets without the prior consent of majority of the
banks. Our Directors confirm that we had not defaulted in the repayment of the Bank Loan
during the Track Record Period and up to the Latest Practicable Date. Our Directors have
confirmed that there was no breach of any covenants under the Bank Loan during the Track
Record Period and up to the Latest Practicable Date.
To fund our capital needs as we progress the construction of the Boguty Project, we made
other drawdowns under our available bank facilities during the Track Record Period.
Accordingly, our current and non-current borrowings increased by 324.8% from HK$381.3
million as of December 31, 2022 to HK$1,619.9 million as of December 31, 2023. Our current
and non-current borrowings increased by 12.7% from HK$1,665.0 million as of December 31,
2024 to HK$1,895.1 million as of June 30, 2025. We plan to make repayments for our
outstanding borrowings in accordance with their respective repayment schedules. In particular,
the Bank Loan Agreement provided that we shall make repayment for the Bank Loan every six
months after the expiry of a 36-month grace period. For example, our first repayment date shall
be the date falling 42 months from the date of our draw down of the Bank Loan and our second
repayment date shall be the date falling 6 months from the first repayment date, and so on.
Our borrowings increased from HK$1,619.9 million as of December 31, 2023 to
HK$1,655.0 million as of December 31, 2024, and further increased to HK$1,895.1 million as
of June 30, 2025, primarily because we further drew down from the bank facilities.
FINANCIAL INFORMATION
– 437 –


--- page 449 ---
In April 2024, we obtained additional credit facilities in an aggregate principal amount of
up to HK$265.0 million from reputable commercial banks to support the construction of the
Boguty Project. We are subject to certain customary restrictive covenants under certain credit
facilities. For example, We are prohibited from merger, spin-off and incurring additional debt
liabilities or outbound investments without prior consent of the bank. As advised by our PRC
Legal Advisors based on their review of relevant documents and information provided and
confirmed by us, we do not believe that these restrictive covenants would adversely affect our
ability to implement our future plans because (i) we do not plan to take any action restricted
by the banks in order to implement our future plans, and (ii) some of such restrictive covenants
are not absolute prohibitions, instead they only require us to seek prior written consent of the
lending bank, which can be facilitated through proper communications with such bank. Based
on our past dealings with the lending banks, we believe that we have maintained good and
timely communications with them and do not foresee any difficulty in obtaining their prior
consent if such consent is needed.
Our Directors have confirmed that our Group did not experience any difficulty in
obtaining bank loans and other borrowings, default in payment of any bank loans and other
borrowings or breach of covenants thereunder during the Track Record Period and up to the
Latest Practicable Date.
Amounts Due to Shareholders
Our amounts due to shareholders consist of (i) amounts due under the loan agreement
with our Shareholders and (ii) payable to Jiangxi Copper Corporation in relation to its
guarantee against our Bank Loan. The following table provides information regarding our
amounts due to shareholders as of the dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Shareholder loan:
Jiangxi Copper HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111884,796 14,189 14,673 15,111
Ever Trillion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,232 14,083 30,632 41,149
185,028 28,272 45,305 56,260
Payable:
Jiangxi Copper Corporation /H1118/H1118 241 3,996 12,646 13,392
Amounts due to
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118185,269 32,268 57,951 69,652
FINANCIAL INFORMATION
– 438 –


--- page 450 ---
We entered into a loan agreement with Ever Trillion and Jiangxi Copper HK in September
2019 (“2019 Shareholder Loan Agreement”) in relation to an unsecured loan of HK$100.1
million from Ever Trillion and an unsecured loan facility of up to HK$96.1 million from
Jiangxi Copper HK to support our daily operations. Under the 2019 Shareholder Loan
Agreement, such loans from shareholders were interest free and repayable on demand at the
timing agreed by contracting parties.
We then entered into another loan agreement with Ever Trillion, Jiangxi Copper HK,
CRCCII and CCECC HK in September 2022 (“2022 Shareholder Loan Agreement”) to amend
the terms of the unsecured loan from Ever Trillion and Jiangxi Copper HK under the 2019
Shareholder Loan Agreement and to obtain unsecured loan from CRCCII and CCECC HK to
support our daily operations. The maximum loan facility provided by each shareholder shall be
proportional to their respective shareholding amount in the Company. Pursuant to the 2022
Shareholder Loan Agreement, interests accrued since June 2021 from the above-mentioned
shareholders loans shall bear an interest rate of 4% per annum, payable quarterly, and the
principal is repayable on demand at the timing agreed by the contracting parties.
We entered into a loan agreement with Ever Trillion in August 2024 (“2024 Shareholder
Loan Agreement”) in relation to an unsecured loan of US$2.0 million from Ever Trillion to
support our daily operations. Pursuant to the 2024 Shareholder Loan Agreement, interests
accrued since the receipt of proceeds from such shareholder loan shall bear an interest rate of
8% per annum, payable quarterly, and the principal shall be repaid by March 31, 2025.
Our amounts due to shareholders in relation to the shareholder loans decreased
significantly from HK$185.0 million as of December 31, 2022 to HK$28.3 million as of
December 31, 2023 because majority of our loans from Jiangxi Copper HK and Ever Trillion
were capitalized into our share capital in February 2023. Our amounts due to shareholders in
relation to the shareholder loans increased from HK$28.3 million as of December 31, 2023 to
HK$45.3 million as of December 31, 2024, and further to HK$56.3 million as of June 30, 2025.
The payable to Jiangxi Copper Corporation arose from the guarantee it provided in
relation to our Bank Loan. The payable is unsecured, interest-free and repayable on demand.
See above “—Borrowings” for details.
Our amounts due to shareholders are expected to be settled before the Listing.
FINANCIAL INFORMATION
– 439 –


--- page 451 ---
CAPITAL EXPENDITURE
Our capital expenditure mainly consists of payments for construction in progress, mining
development assets, exploration and evaluation assets. We funded our capital expenditure
requirements during the Track Record Period mainly from bank borrowings, shareholder loans
and internal funds. The following table sets forth our capital expenditures for the periods
indicated:
For the year ended December 31,
For the six months ended
June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Construction in
progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118289,750 696,385 442,110 210,772 20,072
Mining development
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,313 59,294 2,594 1,262 120
Exploration and
evaluation assets /H1118/H1118 9,325 – – 744 71
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,271 2,275 2,386 12,647 1,204
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118317,659 757,954 447,090 225,425 21,467
Note:
(1) Others mainly include vehicles, computer equipment and office equipment.
FORECAST OPERATING COSTS
According to the Independent Technical Report, our total operating cash cost of the
Boguty Project in 2025 is estimated at RMB463.2 million, with a unit cash cost of RMB156
per ton of tungsten ore and RMB77,400 per ton of tungsten concentrate. Our total operating
cash cost in 2027 is estimated at RMB562.7 million, with an estimated unit cash operating cost
of RMB113 per ton of tungsten ore and RMB49,000 per ton of tungsten concentrate in 2027
when our Boguty Project reaches its target production rate of 4.95 Mtpa and the ore sorting
system for the phase II development is installed.
FINANCIAL INFORMATION
– 440 –


--- page 452 ---
The table below sets forth a summary of the forecast operating costs between 2025 and 2039 for our Boguty Project, as stated in the Independent
Technical Report:
Production Profile Unit
Total
LoM
H2
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039
Mining
Ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 68.4 2.5 5.2 8.1 4.4 2.1 3.4 4.7 5.1 5.0 5.0 5.1 5.4 5.4 5.4 1.7
Waste /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 104.9 4.5 10.2 4.8 12.9 16.3 14.7 10.1 10.8 4.8 4.6 3.4 2.8 2.0 2.7 0.2
Total materials moved /H1118/H1118/H1118/H1118/H1118/H1118Mt 173.3 7.0 15.3 12.9 17.4 18.4 18.0 14.9 16.0 9.8 9.6 8.6 8.1 7.3 8.1 1.9
Strip Ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 1.53 1.81 1.96 0.60 2.91 7.86 4.36 2.13 2.12 0.94 0.93 0.66 0.52 0.36 0.51 0.13
Grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.206 0.164 0.196 0.190 0.178 0.174 0.203 0.180 0.238 0.213 0.203 0.205 0.231 0.240 0.226 0.195
High-grade Ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 53.2 1.7 3.8 5.5 3.3 1.5 2.6 3.4 4.2 4.0 4.0 4.0 4.4 4.9 4.8 1.2
Grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.0 0.191 0.228 0.228 0.201 0.201 0.229 0.207 0.267 0.239 0.227 0.230 0.257 0.252 0.239 0.226
Medium-Grade Ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 7.8 0.4 0.8 1.2 0.6 0.3 0.3 0.7 0.5 0.6 0.6 0.6 0.5 0.3 0.4 0.2
Grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.0 0.123 0.124 0.124 0.124 0.124 0.125 0.124 0.124 0.124 0.123 0.124 0.124 0.125 0.125 0.124
Low-grade Ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 7.5 0.4 0.7 1.4 0.6 0.4 0.4 0.7 0.5 0.4 0.5 0.5 0.5 0.2 0.2 0.2
Grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.0 0.099 0.099 0.099 0.098 0.100 0.098 0.101 0.100 0.100 0.099 0.099 0.099 0.097 0.103 0.099
Processing
Feed ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 68.4 1.65 3.80 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 3.58
Feed ore grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.0 0.191 0.227 0.228 0.187 0.140 0.169 0.176 0.243 0.215 0.204 0.209 0.242 0.251 0.235 0.147
Recovery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118% various (1) 75.00 83.00/
78.85
78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85
Concentrate at 65% WO 3/H1118/H1118/H1118/H1118/H1118t 171,003 3,638 10,900 13,665 11,228 8,382 10,172 10,596 14,578 12,936 12,276 12,549 14,527 15,065 14,119 6,371
Operating Cash Cost
Mining /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 1,800.7 71.9 158.2 132.7 180.3 195.9 189.1 153.5 164.6 101.0 99.4 88.2 83.8 75.7 83.2 23.2
Processing
Labor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 696.9 24.4 52.8 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 35.2
Consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 2,389.1 82.1 177.5 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 121.0
Fuel, Electricity and Water /H1118/H1118RMB million 918.6 30.2 65.4 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 46.8
Maintenance and Other
Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
RMB million 416.9 7.8 16.9 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 22.3
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 4,421.5 144.6 312.5 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 225.2
General and Administrative /H1118/H1118/H1118RMB million 1,413.6 94.7 94.7 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 69.6
Sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 376.2 8.0 24.0 30.1 24.7 18.4 22.4 23.3 32.1 28.5 27.0 27.6 32.0 33.1 31.1 14.0
Resource tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 490.9 11.9 27.3 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 25.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 8,502.9 331.0 616.6 606.1 648.3 657.6 654.8 620.2 640.0 572.8 569.8 559.2 559.1 552.2 557.6 357.7
FINANCIAL INFORMATION
– 441 –


--- page 453 ---
Production Profile Unit
Total
LoM
H2
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039
Operating Cash Unit Cost
Mining /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t ore 26.3 29.0 30.5 16.5 40.6 94.2 56.3 32.4 32.1 20.0 19.9 17.1 15.6 14.0 15.5 14.0
Processing
Labor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 10.2 14.8 13.9 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8
Consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 34.9 49.6 46.7 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8
Fuel, Electricity and Water /H1118/H1118RMB/t processed 13.4 18.3 17.2 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1
Maintenance and Other
Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
RMB/t processed 6.1 4.7 4.4 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 64.6 87.4 82.2 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9
General and Administrative /H1118/H1118/H1118RMB/t processed 20.7 57.2 24.9 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4
Sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 5.5 4.8 6.3 6.1 5.0 3.7 4.5 4.7 6.5 5.7 5.5 5.6 6.5 6.7 6.3 3.9
Resource tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t
processed
124 200 162 122 131 133 132 125 129 116 115 113 113 112 113 100
RMB/t
concentrate
49,800 91,000 56,600 44,400 57,800 78,500 64,400 58,600 43,900 44,300 46,500 44,600 38,500 36,700 39,500 56,200
Operation Unit Cost
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t
processed
159 235 194 151 160 161 161 154 158 144 151 149 149 148 149 179
RMB/t
concentrate
63,500 106,900 67,600 54,800 70,400 95,400 78,300 71,900 53,600 55,200 61,100 58,900 50,900 48,600 52,200 100,700
Source: Independent Technical Report
Notes:
1 Target recovery rates: H2 2025:75%, 2026:83% and 78.85% (with the ore sorting system).
2 The cost for equipment replacement and refurbishment has been allocated to the processing cost, amounting to RMB3.29 million per year.
3 General and Administrative costs include a payment of approximately RMB1.0 million per year to the Kazakhstani Government for the mine rehabilitati on fee.
4 Some totals may not correspond to the sum of the separate figures due to rounding.
5 High-grade ore is defined at a cut-off grade of >0.14% WO 3; Medium-grade ore is defined at a cut-off grade between 0.12%-0.14% WO 3 and low-grade ore is defined
at a cut-off grade of 0.06% WO 3.
FINANCIAL INFORMATION
– 442 –


--- page 454 ---
The above table is an estimate only and is subject to change. Our future actual production
costs may differ materially from the above estimated production costs as a result of numerous
factors, including the factors described in the section headed “Risk Factors” in this prospectus.
In addition to the “Risk Factors” section of this prospectus, you should also refer to the section
headed “Forward-Looking Statements” in this prospectus for the risks of placing undue
reliance on any forward-looking information. According to the Independent Technical Report,
the key assumptions for the forecast operating cost between 2025 and 2039 set forth in the table
above are primarily based on the current mining contract, contracts with or quotations from
consumable providers, contracts with employees, the current government contract for water
price, and research on current and projected fuel and electricity prices.
Based on the current construction progress, our construction contract with CCECC and
the actual capital expenditure incurred, the amount of overall capital expenditure in the second
half of 2025 is expected to be approximately RMB315.5 million (equivalent of approximately
HK$346.4 million). Such estimation has been reviewed by the Independent Technical
Consultant, which considers that such estimation is reasonable. Such capital expenditure is
expected to be funded by (i) our cash and cash equivalents of HK$32.7 million as of June 30,
2025, (ii) estimated net proceeds from the Global Offering of HK$598.3 million allocated to
fund the future capital requirement, (iii) our unutilized bank facilities of HK$68.7 million as
of the Latest Practicable Date, and (iv) cash generated from our operating activities. See
“Future Plans and Use of Proceeds”. In the event that the Listing is delayed and we may not
be able to receive the net proceeds from the Global Offering timely to fund our capital
expenditure, we plan to apply for draw down from existing available credit facilities and seek
alternative source of funding such as additional banking facilities.
Following commencing commercial production of our Boguty Project phase I in April
2025, taking into account of short supply in market, we plan to prioritize selling tungsten
concentrate at prevailing market price to potential customers which have previously indicated
their interest to buy our products and who agree to settle the payment in cash before delivery,
with the aim to generating cash inflow within a short period after the commercial production
in April 2025. Assuming an average tungsten concentrate selling price of RMB172,000 per ton
(V AT inclusive) and the forecast operating cash unit cost of RMB91,000 per ton in the second
half of 2025, we expect that our Boguty Project will generate sufficient net operating cash
inflow and become self-sufficient in working capital. The Independent Technical Consultant
has reviewed and considered the analysis reasonable.
After reaching the level of self-sufficiency, we plan to fund future capital requirements
by net proceeds from the Global Offering, as well as our unutilized credit facilities. See
“—Indebtedness—Borrowings” for details.
According to the Independent Technical Report, it is estimated that our Boguty Project
has a break-even average tungsten concentrate selling price of RMB64,000 per ton (at which
our Boguty Project’s net present value equals zero) while the estimated payback period (which
is the amount of time required to recoup the initial development capital) is approximately
3.1 years.
FINANCIAL INFORMATION
– 443 –


--- page 455 ---
SENSITIVITY ANALYSIS
The following post-tax sensitivity analysis at a discount rate of 10% as set forth in the
Independent Technical Report illustrates the impact of certain key parameters (including the
feed ore grade, processing recovery, capital cost, operating cost, sales price and sales cost) on
the net present values (NPVs) of the Boguty Project:
 –
 2,000
 4,000
 6,000
 8,000
 10,000
 12,000
 14,000
 16,000
-40% -30% -20% -10% 0% 10% 20% 30% 40%
NPV with 10% discount rate (RMB million)
Variance
Feed ore grade Recovery Capital Cost
Operating Cost Sales Price Sales Cost
Source: Independent Technical Report
COMMITMENTS AND CONTINGENT LIABILITIES
We entered into construction contracts in relation to our development of the Boguty
Project. As of December 31, 2022, 2023 and 2024 and June 30, 2025, contracts in relation to
our capital expenditure that we had entered into but not included in the consolidated financial
statements were in the amount of HK$1,159.2 million, HK$548.6 million, HK$336.7 million
and HK$145.5 million, respectively. In addition, we leased offices under non-cancellable
operating lease arrangements with terms within one year. As of December 31, 2022, 2023 and
2024 and June 30, 2025, our future aggregate minimum lease payments under such operating
leases not recognized in lease liabilities were HK$0.5 million, HK$0.5 million, HK$0.4 million
and HK$0.3 million, respectively. See note 25 to the Accountant’s Report as set out in
Appendix I to this prospectus.
Saved as disclosed above, as of June 30, 2025, we did not have any material commitments
or contingent liabilities in respect of payment obligations of any third parties. Our Directors
confirm that there had been no material change in our commitments and contingent liabilities
since June 30, 2025 and up to the Latest Practicable Date.
FINANCIAL INFORMATION
– 444 –


--- page 456 ---
OFF-BALANCE SHEET ARRANGEMENTS
We have not entered into any off-balance sheet arrangements or commitments to
guarantee the payment obligations of any third parties and related parties. We do not have any
variable interest in any unconsolidated entity that provides financing, liquidity, market risk or
credit support to us or engage in leasing or hedging or research and development services with
us.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed to a variety of market risks and other financial risks, including credit risk,
liquidity risk, foreign exchange risk and interest rate risk, as set out below. Our management
continually monitors our risk management process to ensure that an appropriate balance
between risk and control is achieved. We review risk management policies and systems
regularly to reflect changes in market conditions and our activities. Our overall risk
management program focuses on the unpredictability of financial markets and seeks to
minimize potential adverse effects on the Company’s financial performance. For further
details, see note 3 in the Accountant’s Report set out in Appendix I to this prospectus.
Credit Risk
Credit risk refers to the risk that the counterparty to a financial instrument would fail to
discharge its obligation under the terms of the financial instrument and cause a financial loss
to us. We are exposed to credit risk in relation to our trade receivables, other receivables and
cash and cash equivalents. We have policies in place aiming to ensure that sales on credit terms
are made to customers with an appropriate credit history and we perform periodic credit
evaluations of our customers. The sales price of our tungsten ore concentrate is typically
collectible by two instalments: 70% of the sales price are generally collectible within a few
days after delivery and the remaining balance is collectible within 15 days after we issue the
final invoice. Normally we do not require collaterals from trade debtors. For cash and cash
equivalents, we deposit our cash in reputable banks with sound creditability. There was no
recent history of default of cash and cash equivalents from such financial institutions. Our
management does not expect that there will be any losses from non-performance by these
financial institutions and the credit risk related to cash and cash equivalents is remote and no
provision for allowance has been made. For other receivables, our management make periodic
collective assessments as well as individual assessment of the recoverability of other
receivables based on historical settlement records, past experience as well as forward-looking
factors. Accordingly, our management considers that the exposure to loss arising from the
non-performance by the counterparties were minimal and has made no provision for allowance.
Liquidity Risk
Liquidity risk relates to the risk that we will not be able to meet our obligations associated
with the financial liabilities that are settled by delivering cash or other financial asset. We
monitor and maintain sufficient cash and cash equivalents and availability of funding through
sufficient financial support by our holding company to finance our operations and mitigate the
effects of fluctuations in cash flows.
FINANCIAL INFORMATION
– 445 –


--- page 457 ---
Foreign Exchange Risk
Foreign exchange risk arises when future commercial transactions or recognized
monetary assets or liabilities of a group entity are denominated in a currency other than its
functional currency. Our foreign currency transactions are mainly denominated in Tenge, Euro
and Renminbi. Specifically, our Bank Loan is substantially denominated in Euro, a significant
portion of our mining costs and a portion of our employment contracts are denominated in
Tenge, and our construction contracts, sales proceeds of tungsten concentrate, a large portion
of our employment contracts and raw material procurements are denominated in Renminbi.
Therefore, we are exposed to foreign exchange risk from various currencies, primarily with
respect to Tenge, Euro and Renminbi. In 2022, 2023 and 2024, and six months ended June 30,
2025, we incurred significant foreign exchange losses primarily due to the currency
re-translation of our Euro-denominated Bank Loan. See note 3(c)(i) in the Accountant’s Report
set out in Appendix I of this prospectus for detailed sensitivity analysis of exchange rates on
our results of operations during the Track Record Period.
We manages our foreign exchange risk by performing regular reviews of our net foreign
exchange exposures and may enter into certain forward foreign exchange contracts, when
necessary, to manage our exposure against the above-mentioned currencies and to mitigate the
impact on exchange rate fluctuations. During the Track Record Period, we did not enter into
any forward foreign exchange contracts.
Interest Rate Risk
Interest rate risk relates to the risk that the fair value or cash flows of a financial
instrument will fluctuate because of changes in market interest rates. We are exposed to cash
flow interest rate risk in relation to our borrowings with floating interest rates and we are
exposed to fair value interest rate risk in relation to our borrowings with fixed interests. We
closely monitors the trend of interest rate and its impact on our interest rate risk exposure. We
have not had any interest rate swap arrangements but will consider hedging interest rate risk
when necessary.
FINANCIAL INFORMATION
– 446 –


--- page 458 ---
SELECTED KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios for the periods indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
Current ratio (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.5 7.2 0.3 0.3
Gearing ratio (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111893.8% 88.9% 100.8% 101.6%
Debt to equity ratio (3) /H1118/H1118/H1118/H1118/H11181,505.0% 803.1% N/A (4) N/A(4)
Notes:
(1) Current ratio is calculated based on the total current assets divided by the total current liabilities as of
the end of the respective year or period.
(2) Gearing ratio is calculated based on the net debt (lease liabilities, borrowings and amounts due to
shareholders, net of cash and cash equivalents) divided by the total capital (total equity plus net debt)
as of the end of the respective year or period and multiplied by 100%.
(3) Debt to equity ratio is calculated based on the net debt (lease liabilities, borrowings and amounts due
to shareholders, net of cash and cash equivalents) divided by the total equity as of the end of the
respective year or period and multiplied by 100%.
(4) Our debt to equity ratios as of December 31, 2024 and June 30, 2025 are not meaningful as we recorded
a negative total equity as of December 31, 2024 and June 30, 2025.
Current Ratio
Our current ratio was 0.5 times, 7.2 times, 0.3 times and 0.3 times as of December 31,
2022, 2023 and 2024 and June 30, 2025, respectively. Our current ratio was lower than one
time as of December 31, 2022 and 2024 since we recorded net current liabilities as of such
dates.
Our current ratio increased from 0.5 times as of December 31, 2022 to 7.2 times as of
December 31, 2023 because our current assets increased during such period, which was mainly
attributable to a significant increase in cash and cash equivalents of HK$377.2 million after we
further drew down our Bank Loan, while our current liabilities decreased during such period,
which was primarily attributable to a significant decrease in amounts due to shareholders of
HK$153.0 million because majority of our loans from Jiangxi Copper HK and Ever Trillion
were capitalized into our share capital in February 2023.
FINANCIAL INFORMATION
– 447 –


--- page 459 ---
Our current ratio decreased from 7.2 times as of December 31, 2023 to 0.3 times as of
December 31, 2024 because our current assets decreased significantly during such period,
which was mainly attributable to a significant decrease of HK$435.2 million in our cash and
cash equivalents after we made payment for construction costs and equipment costs incurred
during such period.
Our current ratio remained stable at 0.3 times as of December 31, 2024 and June 30, 2025.
Gearing Ratio
Our gearing ratio decreased from 93.8% as of December 31, 2022 to 88.9% as of
December 31, 2023, primarily attributable to the increase of HK$115.3 million in our total
equity after capitalization of majority of our loans from Ever Trillion and Jiangxi Copper HK
into our share capital and Pre-IPO financing from CRCCII and CCECC HK in February 2023.
Our gearing ratio increased from 88.9% as of December 31, 2023 to 100.8% as of
December 31, 2024, primarily attributable to a significant decrease of HK$435.2 million in our
cash and cash equivalents after we made payment for construction costs and equipment costs
incurred during such period.
Our gearing ratio remained stable at 100.8% as of December 31, 2024 and 101.6% as of
June 30, 2025.
Debt to Equity Ratio
Our debt to equity ratio decreased from 1,505.0% as of December 31, 2022 to 803.1% as
of December 31, 2023, primarily attributable to the increase of HK$115.3 million in our total
equity after capitalization of majority of our loans from Ever Trillion and Jiangxi Copper HK
into our share capital and Pre-IPO financing from CRCCII and CCECC HK in February 2023.
Our debt to equity ratios as of December 31, 2024 and June 30, 2025 are not meaningful
as we recorded a negative total equity as of December 31, 2024 and June 30, 2025.
FINANCIAL INFORMATION
– 448 –


--- page 460 ---
RELATED PARTY TRANSACTIONS
The following table sets forth the detailed balances of our related party transactions as of
the dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Nature of transactions
Trade:
Payable under construction
contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,736 66,255 48,951 65,873
Prepayment under
construction and
procurement contracts /H1118/H1118/H1118/H1118245,541 288,317 110,639 118,494
Non-trade:
Amounts due to
Shareholders:
Loan from Jiangxi Copper
HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111884,796 14,189 14,673 15,111
Loan from Ever Trillion /H1118/H1118/H1118100,232 14,083 30,632 41,149
Guarantee fees payable /H1118/H1118/H1118 241 3,996 12,646 13,392
We expect to settle all of our non-trade related party balances before the Listing.
Payable and Prepayment Under Construction and Procurement Contracts
We entered into a general construction contract and an equipment procurement agreement
with CCECC, a related party of our Group, in July 2021 and various construction project
contracts with CCECC during the Track Record Period, with aggregate contract amount of
HK$60.9 million, HK$171.5 million, HK$124.0 million and nil in 2022, 2023 and 2024 and the
six months ended June 30, 2025, respectively. We made prepayments under the construction
and procurement contracts. Our prepayments to CCECC increased pursuant to the payment
schedule of such agreements as we progress the construction and development of the Boguty
Project. See also “—Discussion of Selected Items from the Consolidated Statements of
Financial Position—Prepayments and Other Assets”. Our payable balance under such
construction contracts, which primarily represent construction fees payable and the warranty
under our construction contracts, significantly increased during the Track Record Period,
which was in line with our increased construction in progress during such period. See also
“—Discussion of Selected Items from the Consolidated Statements of Financial
Position—Other Payables and Accruals”.
FINANCIAL INFORMATION
– 449 –


--- page 461 ---
Amounts Due to Shareholders
During the Track Record Period, we had outstanding loans from Jiangxi Copper HK and
Ever Trillion pursuant to the 2019 Shareholder Loan Agreement and 2022 Shareholder Loan
Agreement. See “—Indebtedness—Amounts Due to Shareholders” for details.
Our Directors are of the view that the transactions with related parties were conducted on
an arm’s-length basis. Please refer to note 31(b) of the Accountant’s Report set out in Appendix
I to this prospectus for details.
Office Rental Paid to Huayue
In addition to the balances of our related party transactions listed above, we rent an office
from Zhuhai Huayue Investment Company Limited (ʮ̡) (“Huayue”)
during the Track Record Period. In 2022, 2023 and 2024 and the six months ended June 30,
2025, we incurred rental expenses in relation to such office rental of HK$0.4 million, HK$0.4
million, HK$0.4 million and HK$0.2 million, respectively.
DIVIDENDS AND DIVIDEND POLICY
No dividend was paid or declared by our Company during the Track Record Period and
up to the Latest Practicable Date. Any declaration of dividends is subject to our results of
operations, working capital and cash position, future business and earnings, capital
requirements, contractual restrictions, if any, as well as any other factors which our Directors
may consider relevant from time to time. In addition, any declaration and payment as well as
the amount of the dividends will be subject to constitutional documents and the relevant laws.
Currently, we do not have a dividend policy or a pre-determined dividend rate.
As advised by our Hong Kong Legal Advisors, under Hong Kong Law, a position of
accumulated losses and net liabilities does not necessarily restrict our Company from declaring
and paying dividends to our Shareholders out of either our profit or our share premium account,
provided this would not result in our Company being unable to pay its debts as they fall due
in the ordinary course of business.
DISTRIBUTABLE RESERVES
As of June 30, 2025, we did not have any distributable reserves.
LISTING EXPENSES
The total amount of listing expenses that will be borne by us in connection with the
Global Offering is estimated to be HK$111.4 million (representing 10.2% of gross proceeds
from the Global Offering, based on the Offer Price of HK$10.92 per Offer Share). The listing
expenses include underwriting commissions (based on the Offer Price of HK$10.92 per Offer
Share) of approximately HK$41.8 million, fees and expenses of legal advisors and accountants
FINANCIAL INFORMATION
– 450 –


--- page 462 ---
of approximately HK$38.8 million and other fees and expenses of approximately HK$30.8
million, primarily including fees and expenses of financial printer, Independent Technical
Consultant, background search agent and industry consultant. HK$60.6 million of the listing
expenses is expected to be accounted for as a deduction from equity in accordance with the
relevant accounting standard. The remaining fees and expenses of HK$50.8 million were or are
expected to be charged to our consolidated statements of profit or loss, of which approximately
HK$0.6 million was charged to our administrative expenses for the year ended December 31,
2022, approximately HK$19.1 million was charged to our administrative expenses for the year
ended December 31, 2023, approximately HK$11.5 million was charged to our administrative
expenses for the year ended December 31, 2024, approximately HK$13.5 million was charged
to our administrative expenses for the six months ended June 30, 2025 and approximately
HK$6.1 million is expected to be charged to our administrative expenses subsequent to the end
of the Track Record Period. The professional fees and/or other expenses related to the
preparation of the Listing subsequent to the end of the Track Record Period are currently
estimates for reference only and the actual amount to be recognized is subject to adjustment
based on audit and the changes in variables and assumptions.
UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS
For details of our unaudited pro forma adjusted consolidated net tangible assets, please
refer to Appendix II to this prospectus.
NO MATERIAL ADVERSE CHANGE
Our Directors confirmed that, since June 30, 2025 (being the end of the period reported
in the Accountant’s Report set out in Appendix I) and up to the date of this prospectus, there
had been no material adverse change in our financial or trading positions and there is no event
which would materially affect the information shown in our consolidated financial information
included in the Accountant’s Report in Appendix I to this prospectus.
DISCLOSURE PURSUANT TO RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors have confirmed that as of the Latest Practicable Date, they were not aware
of any circumstances that would give rise to a disclosure requirement under Rules 13.13 to
13.19 of the Listing Rules.
FINANCIAL INFORMATION
– 451 –


--- page 463 ---
FUTURE PLANS
For detailed discussion of our future plans, see “Business—Business Strategies.”
USE OF PROCEEDS
We estimate that we will receive net proceeds of approximately HK$1,087.7 million after
deducting the underwriting fees and expenses payable by us in the Global Offering, assuming
no exercise of the Over-allotment Option and based on the Offer Price of HK$10.92 per Offer
Share. The use of proceeds complies with AIX Belt and Road Market Rules BR 1.1 (R) (a) (e).
We intend to use the net proceeds from the Global Offering for the following purposes:
(i) approximately 55.0%, or HK$598.3 million, will be used to fund the capital costs for
the development of our Boguty Project. To bring the Boguty Project into trial
production in the fourth quarter of 2024, we have completed pre-stripping and main
construction work as of December 31, 2023 and installation of processing plant
equipment and construction of the phase one embankment of tailing storage facility
(TSF) by the second half of 2024. We have brought the Boguty Project into the phase
I commercial production in April 2025. We expect to complete the integration of ore
sorting system into the existing mining flowsheet in 2026 and bring the Boguty
Project into the phase II commercial production in the first quarter of 2027. See
“Business—Development Plan and Planned Production Schedule” for details of our
development plan and related capital costs.
(a) approximately 17.5%, or HK$190.4 million, will be used to fund the capital
costs in relation to the development of tailings ponds of our Boguty Project;
(b) approximately 27.5%, or HK$299.1 million, will be used to fund capital costs
in relation to the development of beneficiation plants of the Boguty Project;
(c) approximately 10.0%, or HK$108.8 million, will be used to fund the
development of our ore sorting system for phase II of our commercial
production, including construction of an ore sorting facility and acquisition of
X-ray transmission sorting equipment and other ancillary equipment such as
conveyor belts. See “Business—Competitive Strengths—We are socially
responsible and committed to sustainable development with continuous ESG
efforts” for details of our ore-sorting facility construction plan;
FUTURE PLANS AND USE OF PROCEEDS
– 452 –


--- page 464 ---
In addition to the net proceeds from the Global Offering, we plan to use our
unutilized credit facilities and working capital, specifically expected future cash
flow from operations, to fund the development of our Boguty Project. The table
below sets forth the expected timetable and source of funding of our development
plan.
2025 2026 2027 Total Cost
Net Proceeds
Allocated
Credit
Facilities &
Working
Capital
(HK$ in million)
Trial Production and Phase I Commercial Production
Mining Infrastructure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.5 3.6 1 – 5.1 – –
Construction of Processing Plant /H1118/H1118/H1118176.0 152.3 0.0 328.3 299.1 29.2
Construction of TSF /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860.9 121.1 146.5 328.5 190.4 138.1
Miscellaneous /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842.1 – – 42.1 – 42.1
Phase II Commercial Production
Construction of ore sorting facility /H1118/H111889.0 63.0 – 152.0 108.8 43.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118369.5 340.0 146.5 856.0 598.3 252.6
Note:
1. We are required to settle the final payment and warranty deposit with CCECC in 2026 in
accordance with the EPC contract.
(ii) approximately 10.0%, or HK$108.8 million, will be used to develop our ammonium
paratungstate (APT) production capabilities, of which:
(a) approximately 6.0%, or HK$65.2 million, will be used for the preliminary
design of our APT production facilities;
(b) approximately 2.0%, or HK$21.8 million, will be used to conduct market
research in relation to potential customers and demand of APT;
(c) approximately 1.0%, or HK$10.9 million, will be used to conduct feasibility
study of APT production; and
(d) approximately 1.0%, or HK$10.9 million, will be used for miscellaneous
expenses, primarily including travel and transportation expenses.
After our production of tungsten ore concentrate stabilizes, we plan to carry out
further processing steps to produce APT and tungsten carbide powder (WC). See
“Business—Business Strategies—Carry out deep processing of tungsten to produce
APT and WC.” We plan to engage third parties to conduct such research and design
FUTURE PLANS AND USE OF PROCEEDS
– 453 –


--- page 465 ---
of our APT production facilities. For the feasibility study, market research and
preliminary design, we plan to select design institution with Class A Engineering
Design Integrated Qualification in China and applicable experience in designing
APT smelters through public tender.
We plan to (i) initiate the feasibility study of APT and WC production in the second
half of 2025; and (ii) complete various prerequisite work streams by the end of 2027,
such as project design, design conversion in accordance with the established design
standards in Kazakhstan, safety production evaluation, environmental protection
evaluation, project approval procedure, land acquisition and project construction
bidding. After we complete these tasks, we plan to begin the constructions for APT
and WC production in 2028 and initiate production in 2029.
(iii) approximately 25.0%, or HK$271.9 million will be used to repay the aggregate
principal amounts and interests accrued on a portion of our Euro denominated Bank
Loan, which have been predominately used by us to fund the construction
development of our Boguty Project. Our outstanding Bank Loan as of June 30, 2025
bears interest rate ranging from 1% to 5.013% per annum and is payable in
semi-annual installments with the last installment due on June 14, 2028. We plan to
use the proceeds to pay the installments due by 2025 pursuant to the repayment
schedule and use the remaining proceeds to repay part of the loan by the end of 2026
in advance to reduce our interest expenses as the Bank Loan does not have early
repayment fees. See “Financial Information—Indebtedness—Borrowings” for
details. We plan to use the net proceeds from the Global Offering and working
capital from the expected operating cash flow once we commence commercial
production to finance the repayment of the Bank Loan. The table below sets forth
the expected timetable and source of funding to repay the Bank Loan; and
Amounts Due
Net Proceeds
Allocated
Working
Capital
(HK$ in million)
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853.8 – 53.8
2026 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118228.6 228.6 –
2027 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118723.4 43.3 680.1
2028 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118713.2 – 713.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,719.2 271.9 1,447.2
(iv) approximately 10.0%, or HK$108.8 million, will be allocated for working capital
and other general corporate purposes.
FUTURE PLANS AND USE OF PROCEEDS
– 454 –


--- page 466 ---
If the Over-allotment Option is exercised in full, and net proceeds that we will receive
will be approximately HK$1,161.4 million at the Offer Price of HK$10.92 per Share. In the
event that the Over-allotment Option is exercised in full, we intend to apply the additional net
proceeds to the above purpose in the proportions stated above.
To the extent that the net proceeds are not immediately applied to the above purposes and
to the extent permitted by applicable law and regulations, we will only deposit the net proceeds
into short-term interest-bearing accounts at licensed commercial banks and/or other authorized
financial institutions (as defined under the Securities and Futures Ordinance or applicable laws
and regulation in other jurisdictions). In the event of any material change in our use of net
proceeds of the Global Offering from the purposes described above or in our allocation of the
net proceeds among the purposes described above, a formal announcement will be made.
FUTURE PLANS AND USE OF PROCEEDS
– 455 –


--- page 467 ---
HONG KONG UNDERWRITERS
China International Capital Corporation Hong Kong Securities Limited
China Galaxy International Securities (Hong Kong) Co., Limited
CMB International Capital Limited
Celestial Securities Limited
ABCI Securities Company Limited
Tiger Brokers (HK) Global Limited
A VICT Global Asset Management Limited
Lighthouse Capital (HK) Financial Limited
AIX BOOKRUNNERS
In connection with the AIX Offering, we have entered into an agreement with each of the
AIX bookrunners, SkyBridge Invest Joint Stock Company and China International Capital
Corporation Hong Kong Securities Limited. SkyBridge Invest Joint Stock Company is
established and operating under the Laws of the Republic of Kazakhstan, with legal address at:
14th floor, 34 Abish Kekilbayuly str. 34, Bostandyk district, Almaty, 050060, Republic of
Kazakhstan, and holds the licence no. #4.2.192/113 issued by National Bank of the Republic
of Kazakhstan dated July 20, 2016, which authorizes SkyBridge Invest Joint Stock Company
to carry out activities on the securities market in Kazakhstan. SkyBridge Invest Joint Stock
Company is also recognized by the AIFC, which authorizes SkyBridge Invest Joint Stock
Company to carry out activities in the territory of AIFC. China International Capital
Corporation Hong Kong Securities Limited has been granted the status of a recognized
non-AIFC member (“ RNAM”) by AFSA and is authorized to use the facilities of AIX and the
AIX CSD and to conduct trading activities (buy, sell, subscribe for or underwrite financial
instruments) in or from AIFC, provided that China International Capital Corporation Hong
Kong Securities Limited does not exceed the scope of activities it is authorized to carry out by
the home regulator in the home jurisdiction.
UNDERWRITING
– 456 –


--- page 468 ---
UNDERWRITING
This prospectus is published solely in connection with the Hong Kong Public Offering.
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a
conditional basis. The International Offering is expected to be fully underwritten by the
International Underwriters subject to the terms and conditions of the International
Underwriting Agreement.
The Global Offering comprises the Hong Kong Public Offering of initially 10,981,200
Hong Kong Offer Shares and the International Offering of initially 98,827,600 International
Offer Shares, subject, in each case, to reallocation on the basis as described in the section
headed “Structure of the Global Offering” in this prospectus as well as to the Over-allotment
Option in the case of the International Offering.
As part of the International Offering, our Company will offer 1,317,600 Shares through
the AIX Offering, which represents approximately 1.2% of the total number of new Shares
offered in the Global Offering (subject to reallocation and assuming the Over-allotment Option
is not exercised). The AIX Offering will be carried out in accordance with this prospectus under
the AIX and AIFC rules and regulations.
UNDERWRITING ARRANGEMENTS
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, we are offering 10,981,200 Hong
Kong Offer Shares (subject to reallocation) for subscription by the public in Hong Kong on the
terms and subject to the conditions in this prospectus at the Offer Price.
Subject to (a) the Stock Exchange granting approval for the listing of, and permission to
deal in, the Shares in issue and to be issued pursuant to the Global Offering as mentioned in
this prospectus (including any additional Shares which may be issued pursuant to the exercise
of the Over-allotment Option) and such approval not having been withdrawn; and (b) the
conditions set out in the Hong Kong Underwriting Agreement, the Hong Kong Underwriters
have agreed, severally but not jointly, to subscribe, or procure subscribers to subscribe, for the
Hong Kong Offer Shares which are being offered but are not taken up under the Hong Kong
Public Offering on the terms and subject to the conditions set out in this prospectus and the
Hong Kong Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional on and subject to, among other
things, the International Underwriting Agreement having been signed and becoming
unconditional and not having been terminated in accordance with its terms.
UNDERWRITING
– 457 –


--- page 469 ---
Grounds for Termination
The obligations of the Hong Kong Underwriters to subscribe or procure subscribers for
the Hong Kong Offer Shares are subject to termination by notice (orally or in writing) from the
Sole Representative (for itself and on behalf of the other Hong Kong Underwriters), at any time
prior to 8:00 a.m. on the Listing Date if:
(1) there shall develop, occur, exist or come into effect:
(a) any new law or regulation or any change or development involving a
prospective change or any event or series of events or circumstances likely to
result in a change or a development involving a prospective change in existing
laws or regulations, or the interpretation or application thereof by any court or
any competent Governmental Authority (as defined in the Hong Kong
Underwriting Agreement) in or affecting Hong Kong, Kazakhstan,
Luxembourg, the PRC, the United States, the United Kingdom, the European
Union (or any member thereof) or other jurisdictions relevant to the Group or
the Global Offering (each a “ Relevant Jurisdiction ” and collectively, the
“Relevant Jurisdictions ”); or
(b) any change or development involving a prospective change, or any event or
series of events or circumstances likely to result in a change or prospective
change, in any local, national, regional or international financial, political,
military, industrial, economic, fiscal, legal, regulatory, currency, credit or
market conditions or sentiments, Taxation (as defined in the Hong Kong
Underwriting Agreement), equity securities or currency exchange rate or
controls or any monetary or trading settlement system, or foreign investment
regulations (including, without limitation, a devaluation of the Hong Kong
dollar, United States dollar or Renminbi against any foreign currencies, a
change in the system under which the value of the Hong Kong dollar is linked
to that of the United States dollar or the Renminbi is linked to any foreign
currency or currencies) or other financial markets (including, without
limitation, conditions and sentiments in stock and bond markets, money and
foreign exchange markets, the inter-bank markets and credit markets) in or
affecting any Relevant Jurisdictions, or affecting an investment in the Offer
Shares; or
(c) any event or series of events, or circumstances in the nature of force majeure
(including, without limitation, any acts of government, declaration of a
regional, national or international emergency or war, calamity, crisis, economic
sanctions, strikes, labor disputes, other industrial actions, lock-outs, fire,
explosion, flooding, tsunami, earthquake, volcanic eruption, civil commotion,
riots, rebellion, public disorder, paralysis in government operations, acts of
war, epidemic, pandemic, outbreak or escalation, mutation or aggravation of
diseases, (including without limitation COVID-19, SARS, MERS, H5N1,
UNDERWRITING
– 458 –


--- page 470 ---
H1N1, swine or avian influenza or such related/mutated forms), accident or
interruption or delay in transportation) in or affecting any of the Relevant
Jurisdictions, or without limiting the foregoing, any local, national, regional or
international outbreak or escalation of hostilities (whether or not war is or has
been declared), act of God or act of terrorism (whether or not responsibility has
been claimed), or other state of emergency or calamity or crisis in or affecting
any of the Relevant Jurisdictions; or
(d) the imposition or declaration of any moratorium, suspension or limitation
(including without limitation, any imposition of or requirement for any
minimum or maximum price limit or price range) on (i) the trading in shares
or securities generally on the Stock Exchange, the AIX, the Shanghai Stock
Exchange, the Shenzhen Stock Exchange, the New York Stock Exchange, the
NASDAQ Global Market or the London Stock Exchange; or (ii) the trading in
any securities of our Company listed or quoted on a stock exchange or an
over-the-counter market; or
(e) the imposition or declaration of any general moratorium on banking activities
in or affecting any of the Relevant Jurisdictions or any disruption in
commercial banking or foreign exchange trading or securities settlement or
clearing services, procedures or matters in or affecting any of the Relevant
Jurisdictions; or
(f) other than with the prior written consent of the Sole Representative, the issue
or requirement to issue by our Company of a supplement or amendment to this
prospectus or other documents in connection with the offer and sale of the
Offer Shares pursuant to the Companies (Winding up and Miscellaneous
Provisions) Ordinance or the Listing Rules or upon any requirement or request
of the Stock Exchange and/or the SFC; or
(g) the commencement by any Governmental Authority (as defined in the Hong
Kong Underwriting Agreement) or other regulatory or political body or
organization of any public action or investigation against a Group company or
a director, a supervisor or a senior management member of any Group company
or announcing an intention to take any such action; or
(h) the imposition of economic sanctions or export controls on any Group
company or any of the Controlling Shareholders or by or on any Relevant
Jurisdiction, or the withdrawal of trading privileges which existed on the date
of the Hong Kong Underwriting Agreement, in whatever form, directly or
indirectly, by, or for, any Relevant Jurisdiction; or
(i) any valid demand by creditors for repayment of indebtedness of any member
of the Group or in respect of which any member of the Group is liable prior to
its stated maturity; or
UNDERWRITING
– 459 –


--- page 471 ---
(j) any non-compliance of this prospectus or the CSRC filings (or any other
documents used in connection with the contemplated offering, allotment, issue,
subscription or sale of any of the Offer Shares) or any aspect of the Global
Offering with the Listing Rules or any other applicable Laws; or
(k) any litigation, dispute, legal action or claim or regulatory or administrative
investigation or action being threatened, instigated or announced against any
member of the Group or any Controlling Shareholder or any Director or senior
management members as named in this prospectus; or
(l) any contravention by any Group company, any Director of the Listing Rules,
the AIX Business Rules, the AIFC Market Rules or applicable Laws; or
(m) any change or prospective change, or a materialization of, any of the risks set
out in the section headed “Risk Factors” in this prospectus,
which, individually or in the aggregate, in the sole and absolute opinion of the Sole
Sponsor and the Sole Representative:
(A) has or will have or may have a material adverse effect, whether directly or
indirectly, on the assets, liabilities, business, general affairs, management,
prospects, shareholders’ equity, profits, losses, trading positions, results of
operations, position or condition, financial or otherwise, or performance of the
Company or the Group as a whole; or
(B) has or will have or may have a material adverse effect on the success of the
Global Offering or the level of applications under the Hong Kong Public
Offering or the level of indications of interest under the International Offering;
or
(C) makes or will make or may make it impracticable, inadvisable, inexpedient or
incapable for any material part of the Hong Kong Underwriting Agreement, the
Hong Kong Public Offering and the Global Offering to proceed or to be
performed or implemented as envisaged or to market the Global Offering or the
delivery of the Offer Shares on the terms and in the manner contemplated by
the Offer Related Documents (as defined below); or
(D) has or will have or may have the effect of making any part of the Hong Kong
Underwriting Agreement (including underwriting) incapable of performance in
accordance with its terms or preventing or delaying the processing of
applications and/or payments pursuant to the Global Offering or pursuant to
the underwriting thereof; or
UNDERWRITING
– 460 –


--- page 472 ---
(2) there has come to the notice of the Sole Sponsor and the Sole Representative that:
(a) any statement contained in any of the Offering Documents, the CSRC filings
(and/or any notices, announcements, advertisements, communications or other
documents issued or used by or on behalf of our Company in connection with
the Hong Kong Public Offering (including any supplement or amendment
thereto) (the “ Global Offering Documents ”) was, when it was issued, or has
become untrue, incorrect, inaccurate in any material respect or misleading; or
that any estimate, forecast, expression of opinion, intention or expectation
contained in any such documents, was, when it was issued, or has become
unfair or misleading in any respect or based on untrue, dishonest or
unreasonable assumptions or given in bad faith; or
(b) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of this prospectus, constitute a material
omission or misstatement in any Global Offering Document; or
(c) any breach of, or any event or circumstance rendering untrue or incorrect or
misleading in any respect, any of the representations, warranties and
undertaking given by our Company or the Controlling Shareholders in the
Hong Kong Underwriting Agreement or the International Underwriting
Agreement; or
(d) any event, act or omission which gives rise or is likely to give rise to any
liability of any of the Indemnifying Parties pursuant to the indemnities in the
Hong Kong Underwriting Agreement; or
(e) any breach of any of the obligations or undertakings imposed upon our
Company or any member of the Controlling Shareholders to the Hong Kong
Underwriting Agreement or the International Underwriting Agreement or the
Cornerstone Investment Agreements; or
(f) there is any change or development involving a prospective change, having a
Material Adverse Effect; or
(g) that the Chairman of the Board, any Director or any member of senior
management of our Company named in this prospectus seeks to retire, or is
removed from office or vacating his/her office; or
(h) any Director or any member of senior management of our Company named in
this prospectus is being charged with an indictable offense or prohibited by
operation of law or otherwise disqualified from taking part in the management
or taking directorship of a company; or
UNDERWRITING
– 461 –


--- page 473 ---
(i) our Company withdraws this prospectus (and/or any other documents used in
connection with the subscription or sale of any of the Offer Shares pursuant to
the Global Offering) or the Global Offering; or
(j) that the approval by the Listing Committee of the listing of, and permission to
deal in, the Shares in issue and to be issued pursuant to the Global Offering
(including pursuant to any exercise of the Over-allotment Option) is refused or
not granted, other than subject to customary conditions, on or before the
Listing Date, or if granted, the approval is subsequently withdrawn, canceled,
qualified (other than by customary conditions), revoked or withheld; or
(k) that the approval by the relevant authority of the AIX for the listing of, and
permission to deal in, the Shares in issue and to be issued pursuant to the
Global Offering (including the AIX Offering and any exercise of the
Over-allotment Option) is refused or not granted, other than subject to
customary conditions, on or before the Listing Date, or if granted, the approval
is subsequently withdrawn, canceled, qualified (other than by customary
conditions), revoked or withheld; or
(l) any person (other than any of the Sole Sponsor) has withdrawn or sought to
withdraw its consent to the issue of any of the Offering Documents with the
inclusion of its reports, letters and/or legal opinions (as the case may be) and
references to its name included in the form and context in which it respectively
appears; or
(m) any prohibition on our Company for whatever reason from offering, allotting,
issuing or selling any of the Offer Shares pursuant to the terms of the Global
Offering; or
(n) an order or petition is presented for the winding-up or liquidation of any
member of the Group, or any member of the Group makes any composition or
arrangement with its creditors or enters into a scheme of arrangement or any
resolution is passed for the winding-up of any member of the Group or a
provisional liquidator, receiver or manager is appointed over all or part of the
assets or undertaking of any member of the Group or anything analogous
thereto occurs in respect of any member of the Group; or
(o) (A) the notice of acceptance of the CSRC filings issued by the CSRC and/or
the results of the CSRC filings published on the website of the CSRC is
rejected, withdrawn, revoked or invalidated; or (B) other than with the prior
written consent of the Sole Representative, the issue or requirement to issue by
our Company of a supplement or amendment to the CSRC filings pursuant to
the CSRC Rules (as defined in the Hong Kong Underwriting Agreement) or
upon any requirement or request of the CSRC; or (C) any non-compliance of
the CSRC filings with the CSRC Rules or any other applicable Laws; or
UNDERWRITING
– 462 –


--- page 474 ---
(p) that a material portion of the orders placed or confirmed in the bookbuilding
process, or investment commitments made by any cornerstone investors under
the Cornerstone Investment Agreements signed with such cornerstone investor,
have been withdrawn, terminated or canceled, as a result of the payment of the
relevant investment amount not being received or settled in the stipulated time
and manner or otherwise;
(q) the Stock Borrowing Agreement is not duly authorized, executed and delivered
in accordance with the terms of the Stock Borrowing Agreement or it is
terminated (except in the event that there is no over-allocation in the
International Offering).
then the Sole Representative (for itself and on behalf of the other Hong Kong
Underwriters) may, in its sole and absolute discretion and upon giving notice in
writing to our Company, terminate the Hong Kong Underwriting Agreement with
immediate effect.
Undertakings to the Stock Exchange Pursuant to the Listing Rules
By Our Company
Pursuant to Rule 10.08 of the Listing Rules, we have undertaken to the Stock Exchange
that we will not issue any further Shares or securities convertible into equity securities
(whether or not of a class already listed) or enter into any agreement to such issue within six
months from the date on which dealings in our Shares commence on the Stock Exchange
(whether or not such issue of Shares or securities will be completed within six months from the
commencement of dealing), except pursuant to the Global Offering, or under any of the
circumstances provided under Rule 10.08 of the Listing Rules.
By the Controlling Shareholders
Pursuant to Rule 10.07(1) of the Listing Rules, each of the Controlling Shareholders has
undertaken to the Stock Exchange and us that he/it shall not and shall procure that the relevant
registered holder(s) of Shares shall not:
(a) in the period commencing on the date by reference to which disclosure of his/its
shareholding is made in this prospectus and ending on the date which is six months
from the Listing Date, dispose of, nor enter into any agreement to dispose of or
otherwise create any options, rights, interests or encumbrances in respect of, any of
those Shares or securities of our Company in respect of which he/it is shown by this
prospectus to be the beneficial owner (as defined in Rule 10.07(2) of the Listing
Rules) (the “ Relevant Securities ”); and
(b) in the period of six months commencing on the date on which the period referred to
in paragraph (a) above expires, dispose of, enter into any agreement to dispose of
or otherwise create any options, rights, interests or encumbrances in respect of any
of the Relevant Securities if, immediately following such disposal or upon the
exercise or enforcement of such options, rights, interests or encumbrances, he/it
would cease to be a controlling shareholder (as defined in the Listing Rules) of the
Company and/or a group of controlling shareholders (as defined in the Listing
Rules) of our Company, as the case may be.
UNDERWRITING
– 463 –


--- page 475 ---
Pursuant to Note 3 to Rule 10.07(2) of the Listing Rules, each of the Controlling
Shareholders has also undertaken to the Stock Exchange and us that, within the period
commencing on the date by reference to which disclosure of his/its shareholding is made in this
prospectus and ending on the date which is 12 months from the Listing Date, he/it will:
(a) when he/it pledges or charges any Shares or other securities of our Company
beneficially owned by him/it in favor of an authorized institution (as defined in the
Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona fide
commercial loan, immediately inform us of such pledge or charge together with the
number of such Shares or other securities of our Company so pledged or charged;
and
(b) when he/it receives any indications, either verbal or written, from the pledgee or
chargee that any of the pledged or charged Shares will be disposed of immediately
inform our Company of such indications. We will inform the Stock Exchange as
soon as we have been informed of the above matters (if any) by the Controlling
Shareholders and disclose such matters in accordance with the publication
requirement under the Listing Rules.
Undertakings pursuant to the Hong Kong Underwriting Agreement
(A) Undertakings by Our Company
Except for the offer, issue and sale of the Offer Shares pursuant to the Global Offering
and otherwise pursuant to the Listing Rules, during the period commencing on the date of the
Hong Kong Underwriting Agreement and ending on, and including, the date that is six months
after the Listing Date (the “ First Six-Month Period ”), our Company undertakes to each of the
Sole Sponsor, the Sole Representative, the Sole Sponsor-Overall Coordinator, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers,
the Capital Market Intermediaries and the Hong Kong Underwriters not to, and to procure each
other member of the Group not to, without the prior written consent of the Sole Sponsor and
unless in compliance with the requirements of the Listing Rules:
(i) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree
to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any
option, warrant, contract or right to subscribe for or purchase, grant or purchase any
option, warrant, contract or right to allot, issue or sell, or otherwise transfer or
dispose of or create an encumbrance over, or agree to transfer or dispose of or create
an encumbrance over, either directly or indirectly, conditionally or unconditionally,
or repurchase any legal or beneficial interest in any Shares or other securities of our
Company, or any interest in any of the foregoing (including, but not limited to, any
securities convertible into or exchangeable or exercisable for or that represent the
right to receive, or any warrants or other rights to purchase, any Shares or securities
of our Company, as applicable, or any interest in any of the foregoing), or deposit
any Shares or other securities of the Company with a depositary in connection with
the issue of depositary receipts; or
UNDERWRITING
– 464 –


--- page 476 ---
(ii) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership (legal or beneficial) of any
Shares or other securities of our Company, or any interest in any of the foregoing
(including without limitation, any securities convertible into or exchangeable or
exercisable for or that represent the right to receive, or any warrants or other rights
to purchase, any Shares or other securities of our Company, as applicable, or any
interest in any of the foregoing); or
(iii) enter into any transaction with the same economic effect as any transaction specified
in paragraph (i) or (ii) above; or
(iv) offer to or contract to or agree to or announce or publicly disclose any intention to
effect any transaction specified in paragraph (i), (ii) or (iii) above,
in each case, whether any of the transactions specified in (i), (ii) or (iii) above is to be settled
by delivery of Shares or other securities of our Company in cash or otherwise (whether or not
the issue of such Shares or other shares or securities will be completed within the First
Six-Month Period).
During the period of six months commencing on the date on which the First Six-Month
Period expires (the “ Second Six-Month Period ”), in the event that our Company enters into
any of the transactions specified in (i), (ii) or (iii) above or offers to or agrees to or announces
or publicly discloses any intention to effect any such transaction, our Company undertakes to
take all reasonable steps to ensure that such transaction, agreement, announcement or
disclosure (as the case maybe) will not create a disorderly or false market in the securities of
our Company. The Controlling Shareholders undertake to each of the Sole Sponsor, the Sole
Representative, the Overall Coordinators, the Joint Global Coordinator, the Joint Bookrunners,
the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters
to procure our Company to comply with the undertakings above.
(B) Undertakings by the Controlling Shareholders
Each member of our Controlling Shareholders has undertaken to each of our Company,
the Sole Sponsor, the Sole Representative, the Sole Sponsor-Overall Coordinator, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers,
the Capital Market Intermediaries and the Hong Kong Underwriters that, except as pursuant to
the Global Offering (including pursuant to the Over-allotment Option and the Stock Borrowing
Agreement (as applicable)), without the prior written consent of the Sole Sponsor and the Sole
Representative (for itself and on behalf of the other Hong Kong Underwriters) and unless in
compliance with the requirements of the Listing Rules, he/it will not, and will procure that the
relevant registered holder(s), any nominee or trustee holding on trust for him or it and the
companies controlled by him or it and/or entities which entrusted him, her or it to exercise their
voting rights will not, at any time during the First Six-Month Period and the Second Six-Month
Period:
UNDERWRITING
– 465 –


--- page 477 ---
(i) sell, offer to sell, contract or agree to sell, mortgage, charge, pledge, hypothecate,
lend, grant or sell any option, warrant, contract or right to purchase, grant or
purchase any option, warrant, contract or right to sell, or otherwise transfer or
dispose of or create an encumbrance over, or agree to transfer or dispose of or create
an encumbrance over, either directly or indirectly, conditionally or unconditionally,
any Shares or other securities of our Company, or any interest in any of the
foregoing (including, but not limited to, any securities convertible into or
exchangeable or exercisable for or that represent the right to receive, or any warrants
or other rights to purchase, any Shares or other securities of our Company, as
applicable, or any interest in any of the foregoing) (the “ Locked-up Securities ”), or
deposit any Shares or other securities of our Company with a depositary in
connection with the issue of depositary receipts; or
(ii) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership (legal or beneficial) of, any
Locked-up Securities; or
(iii) enter into any transaction with the same economic effect as any transaction specified
in (i) or (ii) above; or
(iv) offer to or contract to or agree to or announce or publicly disclose any intention to
effect any transaction specified in (i), (ii) or (iii) above, in each case, whether any
of the transactions specified in (i), (ii) or (iii) above is to be settled by delivery of
Shares or other securities of our Company or in cash or otherwise (whether or not
the issue of such Shares or other securities will be completed within the First
Six-Month Period or the Second Six-Month Period).
Until the expiry of the Second Six-Month Period, in the event that he/it enters into any
of the transactions specified in (i), (ii) or (iii) above or offers to or agrees to or announces any
intention to effect any such transaction, he/it will take all reasonable steps to ensure that he/it
will not create a disorderly or false market in the securities of our Company provided that,
subject to strict compliance with any requirements of applicable laws (including, without
limitation and for the avoidance of doubt, the requirements of the Stock Exchange or of the
SFC or of any other relevant authority).
The restrictions aforesaid do not apply to any pledge or charge of any Shares or other
securities of our Company, as applicable, or any interest in any of the foregoing (including, but
not limited to, any securities convertible into or exchangeable or exercisable for or that
represent the right to receive, or any warrants or other rights to purchase, any Shares or other
securities of the Company, as applicable, or any interest in any of the foregoing) after the
Global Offering in favor of an authorized institution as defined in the Banking Ordinance
(Chapter 155 of the Laws of Hong Kong) for a bona fide commercial loan, provided that at any
time during the First Six-Month Period and the Second Six-Month period, he/it will and will
procure that the relevant registered holder(s), any nominee, trustee holding on trust for him, her
or it and the companies controlled by him or it will (i) if and when he/it pledges or charges any
UNDERWRITING
– 466 –


--- page 478 ---
Shares or other securities of our Company beneficially owned by him/it, immediately inform
our Company, the Sole Sponsor and the Sole Representative in writing of such pledge or charge
together with the number of Shares or other securities (or interest therein) of our Company so
pledged or charged; and (ii) if and when he/it or the relevant registered holder(s) or any
nominee or trustee holding on trust for him, her or it or the companies controlled by him, her
or it receives indications, either verbal or written, from any pledgee or chargee that any of the
pledged or charged Shares or other securities (or interest therein) of our Company will be
disposed of, immediately inform our Company, the Sole Sponsor and the Sole Representative
in writing of such indications. Our Company shall, as soon as practicable upon receiving such
information in writing from the member of the Controlling Shareholders and if required
pursuant to the Listing Rules, notify the Stock Exchange and make a public disclosure in
relation to such information by way of an announcement.
Indemnity
We and our Controlling Shareholders have agreed to indemnify, among others, the Sole
Sponsor, the Sole Representative, the Sole Sponsor-Overall Coordinator, the Overall
Coordinators, Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the
Capital Market Intermediaries and the Hong Kong Underwriters for certain losses which they
may suffer, including, among others, losses arising from the performance of their obligations
under the Hong Kong Underwriting Agreement and any breach or alleged breach by our
Company or the covenantors of the Hong Kong Underwriting Agreement, as the case may be.
The International Offering
International Underwriting Agreement
In connection with the International Offering, it is expected that our Company will enter
into the International Underwriting Agreement with, among others, the Sole Sponsor, the Sole
Representative and the International Underwriters. Under the International Underwriting
Agreement, subject to the conditions set forth therein, the International Underwriters would,
severally and not jointly, agree to purchase, or procure purchasers to purchase, the Offer Shares
being offered pursuant to the International Offering (subject to, among others, any reallocation
between the International Offering and the Hong Kong Public Offering). It is expected that the
International Underwriting Agreement may be terminated on similar grounds as the Hong Kong
Underwriting Agreement. Potential investors are reminded that in the event that the
International Underwriting Agreement is not entered into, the Global Offering will not proceed.
It is expected that each member of our Controlling Shareholders will undertake to the
International Underwriters not to dispose of, or enter into any agreement to dispose of, or
otherwise create any options, rights, interest or encumbrances in respect of any of the Shares
held by them in our Company for a period similar to such undertakings given by them pursuant
to the Hong Kong Underwriting Agreement, which is described in “— Underwriting
Arrangements — Undertakings pursuant to the Hong Kong Underwriting Agreement — (B)
Undertakings by the Controlling Shareholders” above.
UNDERWRITING
– 467 –


--- page 479 ---
Over-allotment Option
We expect to grant to the International Underwriters, exercisable in whole or in part by
the Sole Representative at their sole and absolute discretion (for itself and on behalf of the
other International Underwriters), the Over-allotment Option, which will be exercisable from
the Listing Date until up to (and including) the date which is the 30th day after the last day for
the lodging of applications under the Hong Kong Public Offering, to require our Company to
issue up to an aggregate of 16,471,200 Shares, representing no more than approximately 15%
of the number of Offer Shares initially available under the Global Offering, at the Offer Price
under the International Offering to cover over-allocations in the International Offering, if any.
Commissions and Expenses
The Underwriters and the Capital Market Intermediaries will receive an underwriting
commission equal to 2.5% of the aggregate Offer Price payable for the Offer Shares (including
the Shares to be issued pursuant to the Over-allotment Option) (the “ Fixed Fees ”), out of which
they will pay any sub-underwriting commissions and other fees. Our Company may, at our sole
discretion, pay to one or more Underwriters or Capital Market Intermediaries an incentive fee
of up to 1.0% of the Offer Price payable for the Offer Shares (including the Shares to be issued
pursuant to the Over-allotment Option) (the “ Discretionary Fees ”). Assuming the
Discretionary Fees are paid in full, the ratio of Fixed Fees and Discretionary Fees payable is
therefore 71.4:28.6.
Assuming the Over-allotment Option is not exercised, based on the Offer Price of
HK$10.92 per Share, the aggregate commissions and fees, together with Stock Exchange
listing fees, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565%, AFRC
transaction levy of 0.00015%, legal and other professional fees and printing and all other
expenses relating to the Global Offering, which are currently estimated to amount in aggregate
to approximately HK$108.2 million are payable and borne by our Company.
The expenses in connection with admission of the Shares to the Official List of the AIX
and initial admission of the Shares to trading on the AIX are estimated to be US$20, and the
expenses in connection with the trading on the AIX (including annual admission to trading fee)
shall be calculated on the basis of market capitalization in accordance with the AIX fee
schedule published on the AIX website.
INDEPENDENCE OF THE SOLE SPONSOR
China International Capital Corporation Hong Kong Securities Limited confirms that it
satisfies the independence criteria applicable to sponsors set out in Rule 3A.07 of the Listing
Rules.
UNDERWRITING
– 468 –


--- page 480 ---
UNDERWRITERS’ INTERESTS IN OUR COMPANY
The Overall Coordinators and other Underwriters will receive an underwriting
commission. Particulars of these underwriting commissions and expenses are set out in
“— Underwriting Arrangements — Commissions and Expenses” above for further details.
Save for the obligations under the Underwriting Agreements and as disclosed in this
prospectus, none of the Overall Coordinators or the Underwriters has any shareholding or
beneficial interests in any member of our Group or has any right or option (whether legally
enforceable or not) to subscribe for or purchase or to nominate persons to subscribe for or
purchase securities in any member of our Group.
Following the completion of the Global Offering, the Underwriters and their affiliated
companies may hold a certain portion of the Shares as a result of fulfilling their obligations
under the Underwriting Agreements.
ACTIVITIES BY SYNDICATE MEMBERS
The Underwriters of the Hong Kong Public Offering and the International Offering
(together, the “ Syndicate Members ”) and their affiliates may each individually undertake a
variety of activities (as further described below) which do not form part of the underwriting.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of
commercial and investment banking, brokerage, funds management, trading, hedging,
investing and other activities for their own account and for the account of others. In the
ordinary course of their various business activities, the Syndicate Members and their respective
affiliates may purchase, sell or hold a broad array of investments and actively trade securities,
derivatives, loans, commodities, currencies, credit default swaps and other financial
instruments for their own account and for the accounts of their customers. Such investment and
trading activities may involve or relate to assets, securities and/or instruments our Company
and/or persons and entities with relationships with our Company and may also include swaps
and other financial instruments entered into for hedging purposes in connection with our
Group’s loans and other debt.
In relation to issues by Syndicate Members or their affiliates of any listed securities
having the Shares as their underlying securities, whether on the Stock Exchange or on any
other stock exchange, the rules of the exchange may require the issuer of those securities (or
one of its affiliates or agents) to act as a market maker or liquidity provider in the security, and
this will also result in hedging activity in the Shares in most cases.
All such activities may occur both during and after the end of the stabilizing period
described in “Structure of the Global Offering.” Such activities may affect the market price or
value of our Shares, the liquidity or trading volume in our Shares and the volatility of the price
of our Shares, and the extent to which this occurs from day to day cannot be estimated.
UNDERWRITING
– 469 –


--- page 481 ---
It should be noted that when engaging in any of these activities, the Syndicate Members
will be subject to certain restrictions, including the following:
(a) the Syndicate Members (other than the Stabilizing Manager or any person acting for
it) must not, in connection with the distribution of the Offer Shares, effect any
transactions (including issuing or entering into any option or other derivative
transactions relating to the Offer Shares), whether in the open market or otherwise,
with a view to stabilizing or maintaining the market price of any of the Offer Shares
at levels other than those which might otherwise prevail in the open market; and
(b) the Syndicate Members must comply with all applicable laws and regulations,
including the market misconduct provisions of the SFO, including the provisions
prohibiting insider dealing, false trading, price rigging and stock market
manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from time
to time, and expect to provide in the future, investment banking and other services to our
Company and our affiliates for which such Syndicate Members or their respective affiliates
have received or will receive customary fees and commissions.
UNDERWRITING
– 470 –


--- page 482 ---
THE GLOBAL OFFERING
This prospectus is published in connection with the Hong Kong Public Offering as part
of the Global Offering. The Global Offering comprises:
(a) the Hong Kong Public Offering of initially 10,981,200 Shares (subject to
reallocation) in Hong Kong as described below in the section headed “— The Hong
Kong Public Offering”; and
(b) the International Offering of initially 98,827,600 Shares (including 1,317,600
Shares under the AIX Offering) (subject to reallocation and the Over-allotment
Option) outside the United States in reliance on Regulation S.
Investors may apply for the Hong Kong Offer Shares under the Hong Kong Public
Offering or if qualified to do so, apply for or indicate an interest in the International Offer
Shares under the International Offering, but may not do both.
AIX OFFERING
Starting from 1 June 2022 (following the retrospective amendments introduced by the
Law on Amendments), (i) the Global Offering is exempted from prior written permission of the
AFR; and (ii) the Company is not subject to mandatory offer of the new Shares for purchase
on any local stock exchange in Kazakhstan (including the AIX and the KASE) as part of the
International Offering. Nevertheless, in order for the investors to enjoy the benefits of the
AIFC Exemption, our Shares will be listed and offered for acquisition on the AIX. As such,
along with the Hong Kong Public Offering and as part of the International Offering, our
Company will, through the AIX Offering offer not less than 1,317,600 Shares on the AIX.
The AIX Offering is being made by way of an offer of the Shares to institutional and retail
investors in Kazakhstan through the facilities of the AIX pursuant to its regulations,
bookbuilding and settlement procedures.
The AIX Offering will involve marketing of the Shares to investors in Kazakhstan.
Prospective investors will be required to specify the number of Shares under the AIX Offering
they would be prepared to acquire either at different prices or at a particular price or as per
information contained in the relevant AIX Market Notices and published by the AIX.
The number of Hong Kong Offer Shares and International Offer Shares to be offered
under the Hong Kong Public Offering and the International Offering (including the AIX
Offering), respectively, may be subject to reallocation as described in the paragraph headed
“The Hong Kong Public Offering — Reallocation” in this section.
STRUCTURE OF THE GLOBAL OFFERING
– 471 –


--- page 483 ---
The AIX Offering will be carried out in accordance with this prospectus under the AIX
and AIFC rules and regulations. The AIX Offering will be led by and managed solely by the
AIX bookrunners. Prospective investors who intend to participate in the AIX Offering should
review the offering circular with a copy of this prospectus attached thereto, which contains
important information about the AIX Offering. The Shares will be offered through the AIX
Offering at the AIX Offer Price.
THE HONG KONG PUBLIC OFFERING
Number of Shares Initially Offered
We are initially offering 10,981,200 Shares, representing approximately 10.0% of the
total number of Offer Shares initially available under the Global Offering, at the Offer Price
for subscription by the public in Hong Kong. Subject to the reallocation of the Offer Shares
between (1) the International Offering; and (2) the Hong Kong Public Offering, the Hong Kong
Offer Shares will represent approximately 2.5% of our Company’s issued share capital
immediately after completion of the Global Offering (assuming the Over-allotment Option is
not exercised).
The Hong Kong Public Offering is open to members of the public in Hong Kong as well
as to institutional and professional investors. Professional investors generally include brokers,
dealers and companies (including fund managers) whose ordinary business involves dealing in
shares and other securities and corporate entities which regularly invest in shares and other
securities.
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on
a several basis under the terms of the Hong Kong Underwriting Agreement. Completion of the
Hong Kong Public Offering is subject to the conditions as set out in “— Conditions of the
Global Offering” below.
Allocation
Allocation of the Offer Shares to investors under the Hong Kong Public Offering will be
based solely on the level of valid applications received under the Hong Kong Public Offering.
The basis of allocation may vary, depending on the number of Hong Kong Offer Shares validly
applied for by applicants. Such allocation could, where appropriate, consist of balloting, which
would mean that some applicants may receive a higher allocation than others who have applied
for the same number of Hong Kong Offer Shares, and those applicants who are not successful
in the ballot may not receive any Hong Kong Offer Shares.
STRUCTURE OF THE GLOBAL OFFERING
– 472 –


--- page 484 ---
For allocation purposes only, the total number of the Offer Shares initially available under
the Hong Kong Public Offering (after taking account of any reallocation in the number of Offer
Shares allocated between the Hong Kong Public Offering and the International Offering
referred to below) will be divided into two pools (with any odd lots being allocated to pool A):
pool A and pool B.
Pool A will initially comprise 5,490,800 Hong Kong Offer Shares and pool B will initially
comprise 5,490,400 Hong Kong Offer Shares, both of which are available on a fair basis to
successful applicants. All valid applications that have been received for Hong Kong Offer
Shares with a total amount (excluding brokerage of 1.0%, SFC transaction levy of 0.0027%,
Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%) of HK$5
million or below will fall into pool A. All valid applications that have been received for Hong
Kong Offer Shares with a total amount (excluding brokerage of 1.0%, SFC transaction levy of
0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%)
of over HK$5 million and up to the total value of pool B will fall into pool B.
Applicants should be aware that applications in pool A and applications in Pool B may
receive different allocation ratios. If Hong Kong Offer Shares in one (but not both) of the two
pools are undersubscribed, the surplus Hong Kong Offer Shares will be transferred to the other
pool to satisfy demand in that other pool and be allocated accordingly.
Applicants can only receive an allocation of Hong Kong Offer Shares from either pool A
or pool B, but not from both pools. Multiple or suspected multiple applications and any
application for more than 5,490,400 Hong Kong Offer Shares (being approximately 50% of the
10,981,200 Offer Shares initially available under the Hong Kong Public Offering) will be
rejected.
Reallocation
The Offer Shares to be offered in the Hong Kong Public Offering and the International
Offering may, in certain circumstances, be reallocated as between these offerings at the
discretion of the Sole Representative. Subject to the allocation cap described in the subsequent
paragraph, the Sole Representative may in its discretion reallocate Offer Shares from the
International Offering to the Hong Kong Public Offering to satisfy valid applications under the
Hong Kong Public Offering. In addition, if the Hong Kong Public Offering is not fully
subscribed, the Sole Representative will have the discretion (but shall not be under any
obligation) to reallocate to the International Offering all or any unsubscribed Hong Kong Offer
Shares in such amounts as they deem appropriate.
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering
will be allocated between pool A and pool B and the number of Offer Shares allocated to the
International Offering will be correspondingly reduced in such manner as the Sole
Representative deem appropriate.
STRUCTURE OF THE GLOBAL OFFERING
– 473 –


--- page 485 ---
In the event of reallocation of Offer Shares between the International Offering and the
Hong Kong Public Offering in the circumstances where (a) the International Offer Shares are
fully subscribed or oversubscribed and the Hong Kong Offer Shares are fully subscribed or
oversubscribed irrespective of the number of times, or (b) the International Offer Shares are
undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed
irrespective of the number of times, then up to 5,490,000 Offer Shares may be reallocated from
the International Offering to the Hong Kong Public Offering, so that the total number of Offer
Shares available for subscription under the Hong Kong Public Offering will increase up to
16,471,200 Offer Shares, representing approximately 15% of the number of Offer Shares
initially available under the Global Offering (before any exercise of the Over-allotment
Option).
Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the
International Offering follows the provision of Paragraph 4.2(b) of Practice Note 18 of the
Listing Rules, no mandatory clawback or reallocation mechanism is required to increase the
number of Offer Shares under the Hong Kong Public Offering to a certain percentage of the
total number of Offer Shares offered under the Global Offering.
Details of any reallocation of Offer Shares between the Hong Kong Public Offering and
the International Offering will be disclosed in the results announcement of the Global Offering
expected to be published on Wednesday, August 27, 2025.
Applications
The Sole Representative (for itself and on behalf of the Underwriters) may require any
investor who has been offered the International Offer Shares under the International Offering,
and who has made an application under the Hong Kong Public Offering, to provide sufficient
information to the Sole Representative so as to allow them to identify the relevant applications
under the Hong Kong Public Offering and to ensure that it is excluded from any application for
the Hong Kong Offer Shares under the Hong Kong Public Offering.
Each applicant under the Hong Kong Public Offering will also be required to give an
undertaking and confirmation in the application submitted by him/it that he/it and any
person(s) for whose benefit he/it is making the application has not applied for or taken up, or
indicated an interest in, and will not apply for or take up, or indicate an interest in, any
International Offer Shares under the International Offering, and such applicant’s application is
liable to be rejected if the said undertaking and/or confirmation is breached and/or untrue (as
the case may be) or he/it has been or will be placed or allocated with International Offer Shares
under the International Offering.
STRUCTURE OF THE GLOBAL OFFERING
– 474 –


--- page 486 ---
Applicants under the Hong Kong Public Offering are required to pay, on application
(subject to application channel), the Offer Price of HK$10.92 per Offer Share in addition to the
brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy
payable on each Offer Share. Further details are set out in “How to Apply for Hong Kong Offer
Shares.”
References in this prospectus to applications, application monies or the procedure for
application relate solely to the Hong Kong Public Offering.
THE INTERNATIONAL OFFERING
Number of Offer Shares Offered
Subject to the reallocation as described above, the number of Offer Shares to be initially
offered under the International Offering will be 98,827,600 Shares (including 1,317,600 Shares
under the AIX Offering), representing approximately 90.0% of the total number of Offer Shares
initially available under the Global Offering. The International Offering is expected to be fully
underwritten by the International Underwriters subject to the terms and conditions of the
International Underwriting Agreement, and is subject to the Hong Kong Public Offering
becoming unconditional.
Allocation
The International Offering will include selective marketing of Offer Shares to
institutional and professional investors and other investors anticipated to have a sizeable
demand for such Offer Shares in Hong Kong and other jurisdictions outside the United States
in offshore transactions in reliance on Regulation S. Professional investors generally include
brokers, dealers, companies (including fund managers) whose ordinary business involves
dealing in shares and other securities and corporate entities which regularly invest in shares
and other securities. The International Offering is subject to the Hong Kong Public Offering
being unconditional.
STRUCTURE OF THE GLOBAL OFFERING
– 475 –


--- page 487 ---
Allocation of Offer Shares pursuant to the International Offering will be effected in
accordance with the “bookbuilding” process described in “— Pricing and Allocation” below
and based on a number of factors, including the level and timing of demand, total size of the
relevant investor’s invested assets or equity assets in the relevant sector and whether or not it
is expected that the relevant investor is likely hold or sell Shares, after the listing of our Shares
on the Stock Exchange. Such allocation is intended to result in a distribution of the Shares on
a basis which would lead to the establishment of a solid shareholder base to the benefit of our
Company and our Shareholders as a whole.
The Sole Representative (for itself and on behalf of the Underwriters) may require any
investor who has been offered the Offer Shares under the International Offering and who has
made an application under the Hong Kong Public Offering, to provide sufficient information
to the Sole Representative (for itself and on behalf of the Underwriters) so as to allow them
to identify the relevant applications under the Hong Kong Public Offering and to ensure that
they are excluded from any allocation of the Offer Shares under the International Offering.
Reallocation
The total number of Offer Shares to be issued pursuant to the International Offering may
change as a result of the exercise of the Over-allotment Option in whole or in part described
in “— Over-allotment Option” below and/or any reallocation of unsubscribed Hong Kong Offer
Shares to the International Offering at the discretion of the Sole Representative.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, it is expected that our Company will grant the
Over-allotment Option to the International Underwriters, which will be exercisable by the Sole
Representative (for itself and on behalf of the International Underwriters).
Pursuant to the Over-allotment Option, the International Underwriters have the right,
exercisable by the Sole Representative (for itself and on behalf of the other International
Underwriters) at any time from the Listing Date to the 30th day after the last day for lodging
applications under the Hong Kong Public Offering, to require the Company to issue up to
16,471,200 new Shares, representing approximately 15% of the total number of Offer Shares
initially available under the Global Offering, at the Offer Price under the International
Offering, to cover over-allocations in the International Offering, if any. If the Over-allotment
Option is exercised in full, the additional Offer Shares will represent approximately 15% of the
total number of Shares in issue immediately following the completion of the Global Offering
and the exercise of the Over-allotment Option. In the event that the Over-allotment Option is
exercised, an announcement will be made.
STRUCTURE OF THE GLOBAL OFFERING
– 476 –


--- page 488 ---
STOCK BORROWING AGREEMENT
China International Capital Corporation Hong Kong Securities Limited, as the Stabilizing
Manager, or any person acting for it may choose to borrow Shares from Ever Trillion under the
Stock Borrowing Agreement, or acquire Shares from other sources, including the exercise of
the Over-allotment Option. The Stock Borrowing Agreement will not be subject to the
restrictions of Rule 10.07(1)(a) of the Listing Rules provided that the requirements set forth in
Rule 10.07(3) of the Listing Rules are to be complied with as follows:
 such stock borrowing arrangement with Ever Trillion will only be effected by the
Stabilizing Manager for the sole purpose of covering any short position prior to the
exercise of the Over-allotment Option in connection with the International Offering;
 the maximum number of Shares borrowed from Ever Trillion under the Stock
Borrowing Agreement will be limited to the maximum number of Shares which may
be issued upon exercise of the Over-allotment Option;
 the same number of Shares so borrowed must be returned to Ever Trillion or its
nominees on or before the third business day following the earlier of (i) the last day
on which the Over-allotment Option may be exercised, (ii) the date on which the
Over-allotment Option is exercised in full and the relevant over-allocation shares
have been allocated, and (iii) such earlier time as the parties may from time to time
agree in writing;
 the stock borrowing arrangement under the Stock Borrowing Agreement will be
effected in compliance with all applicable laws, listing rules and regulatory
requirements; and
 no payment will be made to Ever Trillion by the Stabilizing Manager or its
authorized agents in relation to such stock borrowing arrangement.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the
distribution of securities. To stabilize, the underwriters may bid for, or purchase, the newly
issued securities in the secondary market, during a specified period of time, to retard and, if
possible, prevent any decline in the market price of the securities below the offer price. In
Hong Kong and a number of other jurisdictions, activity aimed at reducing the market price is
prohibited, and the price at which stabilization is effected is not permitted to exceed the offer
price.
In connection with the Global Offering, the Stabilizing Manager or any person acting for
it, on behalf of the Underwriters, may over-allocate or effect short sales or any other stabilizing
transactions with a view to stabilizing or maintaining the market price of the Offer Shares at
a level higher than that which might otherwise prevail in the open market. Short sales involve
STRUCTURE OF THE GLOBAL OFFERING
– 477 –


--- page 489 ---
the sale by the Stabilizing Manager of a greater number of Shares than the Underwriters are
required to purchase in the Global Offering. “Covered” short sales are sales made in an amount
not greater than the Over-allotment Option. The Stabilizing Manager may close out the covered
short position by either exercising the Over-allotment Option to purchase additional Offer
Shares or purchasing Shares in the open market. In determining the source of the Offer Shares
to close out the covered short position, the Stabilizing Manager will consider, among other
things, the price of Offer Shares in the open market as compared to the price at which they may
purchase additional Offer Shares pursuant to the Over-allotment Option. Stabilizing
transactions consist of certain bids or purchases made for the purpose of preventing or curbing
a decline in the market price of the Offer Shares while the Global Offering is in progress. Any
market purchases of the Shares may be effected on any stock exchange, including the Stock
Exchange, any over-the-counter market or otherwise, provided that they are made in
compliance with all applicable laws and regulatory requirements. However, there is no
obligation on the Stabilizing Manager or any person acting for it to conduct any such
stabilizing action. Such stabilizing activity, if commenced, will be done at the absolute
discretion of the Stabilizing Manager and may be discontinued at any time.
Any such stabilizing activity is required to be brought to an end within 30 days of the last
day for the lodging of applications under the Hong Kong Public Offering. The number of the
Offer Shares that may be over-allocated will not exceed the number of the Shares that may be
issued under the Over-allotment Option, namely, 16,471,200 Offer Shares, which is
approximately 15% of the number of Offer Shares initially available under the Global Offering,
and cover such over-allocations by exercising the Over-allotment Option or by making
purchases in the secondary market on the Stock Exchange at prices that do not exceed the Offer
Price or a combination of these means.
In Hong Kong, stabilizing activities must be carried out in accordance with the Securities
and Futures (Price Stabilizing) Rules. Stabilizing actions permitted pursuant to the Securities
and Futures (Price Stabilizing) Rules include:
(a) over-allocating for the purpose of preventing or minimizing any reduction in the
market price of our Shares;
(b) selling or agreeing to sell the Shares so as to establish a short position in them for
the purpose of preventing or minimizing any reduction in the market price of the
Shares;
(c) purchasing or subscribing for, or agreeing to purchase or subscribe for, our Shares
pursuant to the Over-allotment Option in order to close out any position established
under (a) or (b) above;
(d) purchasing, or agreeing to purchase, any of the Shares for the sole purpose of
preventing or minimizing any reduction in the market price;
STRUCTURE OF THE GLOBAL OFFERING
– 478 –


--- page 490 ---
(e) selling or agreeing to sell any of our Shares in order to liquidate any position
established as a result of those purchases; and
(f) offering or attempting to do anything as described in (b), (c), (d) or (e) above.
Stabilizing actions by the Stabilizing Manager, or any person acting for it, will be entered
into in accordance with the laws, rules and regulations in place in Hong Kong on stabilization.
Prospective applications for investors in the Offer Shares should note that:
(a) as a result of effecting transactions to stabilize or maintain the market price of the
Shares, the Stabilizing Manager, or any person acting for it, may maintain a long
position in the Shares;
(b) the size of the long position, and the period for which the Stabilizing Manager, or
any person acting for it, will maintain the long position is at the discretion of the
Stabilizing Manager and is uncertain;
(c) liquidation of any such long position by the Stabilizing Manager and selling in the
open market may lead to a decline in the market price of the Shares;
(d) no stabilizing action can be taken to support the price of the Shares for longer than
the stabilizing period, which begins on the Listing Date, and is expected to expire
on Wednesday, September 24, 2025 HKT, being the 30th day after the last day for
the lodging of applications under the Hong Kong Public Offering. After this date,
when no further stabilizing action may be taken, demand for the Shares, and their
market price, could fall after the end of the stabilizing period. These activities by the
Stabilizing Manager may stabilize, maintain or otherwise affect the market price of
the Shares. As a result, the price of the Shares may be higher than the price that
otherwise may exist in the open market;
(e) any stabilizing action taken by the Stabilizing Manager, or any person acting for it,
may not necessarily result in the market price of the Shares staying at or above the
Offer Price either during or after the stabilizing period; and
(f) stabilizing bids or transactions effected in the course of the stabilizing action may
be made at a price at or below the Offer Price and therefore at or below the price
paid by applicants for, or investors in, the Offer Shares.
Our Company will ensure or procure that an announcement in compliance with the
Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong)
will be made within seven days of the expiration of the stabilizing period.
STRUCTURE OF THE GLOBAL OFFERING
– 479 –


--- page 491 ---
THE AIX OFFERING
Number of Shares Offered
The number of Shares to be initially offered for subscription under the AIX Offering will
consist of an initial offering of 1,317,600 Shares, representing approximately 1.2% of the total
number of Offer Shares under the Global Offering (subject to reallocation and assuming the
Over-allotment Option is not exercised).
Allocation
Pursuant to the AIX Offering, the Shares will be placed to investors at the sole discretion
of our Company through the AIX. The AIX Offering is subject to the Hong Kong Public
Offering being unconditional. The allocation of the Shares is based on the sole discretion of our
Company through the AIX. Such allocation is intended to result in a distribution of our Shares
on a basis which would lead to the establishment of a solid professional and institutional
shareholder base to the benefit of our Company and our Shareholders as a whole.
Reallocation
Reallocation between the International Offering (excluding AIX Offering) and the AIX
Offering will be based solely on the level of applications received under the International
Offering (excluding AIX Offering) and the AIX Offering.
Where the AIX Offering is fully subscribed or oversubscribed:
1. If the International Offering (excluding AIX Offering) is undersubscribed, any
unsubscribed Shares to be offered under the International Offering (excluding AIX
Offering) will be reallocated to the AIX Offering. Taking into account the level of
applications received under the AIX Offering, the number of Shares under the
International Offering may subject to reallocation mechanism as set out in the
paragraph headed “The Hong Kong Public Offering—Reallocation” in this section;
and
2. If the International Offering (excluding AIX Offering) is fully subscribed or
oversubscribed, there will be no reallocation between the AIX Offering and the
International Offering (excluding AIX Offering). In such case, the International
Offering will be fully subscribed or oversubscribed, the number of Shares under the
International Offering may subject to reallocation mechanism as set out in the
paragraph headed “The Hong Kong Public Offering—Reallocation” in this section.
STRUCTURE OF THE GLOBAL OFFERING
– 480 –


--- page 492 ---
Where the AIX Offering is undersubscribed:
1. If the International Offering (excluding AIX Offering) is undersubscribed, the
International Offering will be undersubscribed and subject to the reallocation as set
out in the paragraph headed “The Hong Kong Public Offering—Reallocation” in this
section; and
2. If the International Offering (excluding the AIX Offering) is fully subscribed or
oversubscribed, any unsubscribed Shares to be offered under the AIX Offering shall
be reallocated to the International Offering (excluding AIX Offering). Taking into
account the level of applications received under the International Offering
(excluding AIX Offering), the number of Shares under the International Offering
may subject to reallocation mechanism as set out in the paragraph headed “The
Hong Kong Public Offering— Reallocation” in this section.
In the event of reallocation of Shares between the International Offering (excluding AIX
Offering) and the AIX Offering, it is currently expected that the reallocation of the Shares
initially offered would take place on or after Tuesday, August 26, 2025 and prior to the
announcement of the results of allocations, which is currently expected to be on or before
Wednesday, August 27, 2025. Such reallocation between the International Offering (excluding
AIX Offering) and AIX Offering will be confirmed in the announcement of the results of
allocations.
STRUCTURE OF THE GLOBAL OFFERING
– 481 –


--- page 493 ---
Please refer to the table below for the reallocation mechanism between (i) the Hong Kong
Public Offering and the International Offering where the number of Shares offered under the
International Offering (excluding AIX Offering) and the AIX Offering will be taken as a whole;
(ii) the AIX Offering and the International Offering (excluding AIX Offering):
Reallocation
between HKIO
and AIXO (if any) Undersubscribed Fully subscribed or oversubscribed
Hong Kong Public Offering
Both HKIO
and AIXO
undersubscribed
HKIO
undersubscribed
and AIXO fully or
oversubscribed
HKIO fully or
oversubscribed
and AIXO
undersubscribed
Both HKIO and
AIXO fully or
oversubscribed
HKIO
undersubscribed
and AIXO fully or
oversubscribed
HKIO fully or
oversubscribed
and AIXO
undersubscribed
UndersubscribedFully subscribed or over
subscribed
International Offering
No reallocation
between HKIO and
AIXO
Unsubscribed
shares under HKIO
shall be reallocated
to AIXO
2
Unsubscribed
shares under AIXO
shall be reallocated
to HKIO
3
No reallocation
between HKIO and
AIXO
Unsubscribed
shares under HKIO
shall be reallocated
to AIXO
2
Unsubscribed
shares under AIXO
shall be reallocated
to HKIO
3
The Overall Coordinator may
reallocate all unsubscribed
Hong Kong Offer Shares to
the International Offering in
such proportions as the
Sole Representative deems
appropriate
Restrictions on reallocation apply
4
Restrictions on reallocation apply4IPO cannot proceed unless
shortfall is taken up by
underwriters
Notes:
1. For illustration purpose, in this table, “HKPO” refers to Hong Kong Public Offering; “AIXO” refers to AIX
Offering; and “HKIO” refers to International Offering (excluding AIX Offering).
2. Any unsubscribed Shares under the International Offering (excluding AIX Offering) shall be reallocated to the
AIX Offering.
3. Any unsubscribed Shares under the AIX Offering shall be reallocated to the International Offering (excluding
AIX Offering).
4. The maximum number of Shares under the Hong Kong Public Offering after reallocation shall be 16,471,200
Offer Shares, representing approximately 15% of the number of Offer Shares initially available under the Hong
Kong Public Offering (before any exercise of the Over-allotment Option). Please refer to the paragraph headed
“The Hong Kong Public Offering — Reallocation” in this section.
STRUCTURE OF THE GLOBAL OFFERING
– 482 –


--- page 494 ---
PRICING AND ALLOCATION
The International Underwriters will be soliciting from prospective investors’ indications
of interest in acquiring Offer Shares in the International Offering. Prospective professional and
institutional investors will be required to specify the number of Offer Shares under the
International Offering they would be prepared to acquire either at different prices or at a
particular price. This process, known as “bookbuilding”, is expected to continue up to, and to
cease on or around, the last day for lodging applications under the Hong Kong Public Offering.
The Offer Price will be HK$10.92 per Offer Share, unless otherwise announced.
Applicants under the Hong Kong Public Offering must pay, on application (subject to
application channels), the Offer Price of HK$10.92 per Share, plus 1.0% brokerage, 0.0027%
SFC transaction levy, AFRC transaction levy of 0.00015% and 0.00565% Stock Exchange
trading fee.
Reduction in Offer Price and/or Number of Offer Shares
The Sole Representative (for itself and on behalf of the Underwriters) may, where
considered appropriate, based on the level of indications of interest expressed by prospective
professional and institutional investors during the bookbuilding process, and with the consent
of our Company, reduce the number of Offer Shares and/or the Offer Price as stated in this
prospectus at any time on or prior to the morning of the last day for lodging applications under
the Hong Kong Public Offering. In such case, we will, as soon as practicable following the
decision to make such reduction, and in any event not later than the morning of the day which
is the last day for lodging applications under the Hong Kong Public Offering, cause to be
announced on the website of the Company at www.jiaxinir.com and the website of the Stock
Exchange at www.hkexnews.hk notices of the reduction of the Offer Shares and/or the Offer
Price, the cancellation of the Global Offering and the relaunch of the offer at the revised
number of Offer Shares and/or the revised Offer Price.
Our Company will also, as soon as practicable following the decision to make such
change, issue a supplemental or new prospectus updating investors of the change in the number
of Offer Shares and/or the Offer Price, and giving investors at least three business days to
consider the new information. The supplemental or new prospectus should include at least the
following: updated (i) Offer Price and market capitalization; (ii) listing timetable and
underwriting obligations; (iii) unaudited pro forma and adjusted net tangible assets; and (iv)
use of proceeds and confirmation of the working capital adequacy based on the revised
estimated proceeds.
Before submitting applications for the Hong Kong Offer Shares, applicants should have
regard to the possibility that any announcement of a reduction in the number of Offer Shares
and/or the Offer Price may not be made until the day which is the last day for lodging
applications under the Hong Kong Public Offering, which is Monday, August 25, 2025. In the
absence of any such notice so announced and any such supplemental or new prospectus so
published, the number of Offer Shares and/or the Offer Price will not be reduced.
STRUCTURE OF THE GLOBAL OFFERING
– 483 –


--- page 495 ---
If there is any change to the offer size due to change in the number of Offer Shares
initially offered in the Global Offering (other than pursuant to the reallocation mechanism and
the exercise of the Over-allotment Option as disclosed in this prospectus), or change to the
Offer Price, or if the Company becomes aware that there has been a significant change
affecting any matter contained in this prospectus or a significant new matter has arisen, the
inclusion of information in respect of which would have been required to be in this prospectus
if it had arisen before this prospectus was issued, after the issue of this prospectus and before
the commencement of dealings in our Shares as prescribed under Rule 11.13 of the Listing
Rules, we are required to cancel the Global Offering and relaunch the offer on FINI and issue
a supplemental prospectus or a new prospectus.
In the event of a reduction in the number of Offer Shares, the Sole Representative (for
itself and on behalf of the Underwriters) may, at its discretion, reallocate the number of Offer
Shares to be offered in the Hong Kong Public Offering and the International Offering, provided
that the number of Offer Shares comprised in the Hong Kong Public Offering shall not be less
than 10% of the total number of Offer Shares available under the Global Offering. The Offer
Shares to be offered in the Hong Kong Public Offering and the Offer Shares to be offered in
the International Offering may, in certain circumstances, be reallocated between these offerings
at the discretion of the Sole Representative (for itself and on behalf of the Underwriters).
Announcement of Basis of Allocations
The level of indications of interest in the International Offering, the level of applications
in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares
are expected to be announced on Wednesday, August 27, 2025 HKT on the website of our
Company at www.jiaxinir.com and the website of the Stock Exchange at www.hkexnews.hk .
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters
under the terms of the Hong Kong Underwriting Agreement and is conditional upon the
International Underwriting Agreement being signed and becoming unconditional.
We expect to enter into the International Underwriting Agreement relating to the
International Offering on or around Tuesday, August 26, 2025.
These underwriting arrangements under the Hong Kong Underwriting Agreement and the
International Underwriting Agreement are summarized in the section headed “Underwriting” in
this prospectus.
STRUCTURE OF THE GLOBAL OFFERING
– 484 –


--- page 496 ---
CONDITIONS OF THE GLOBAL OFFERING
Acceptances of all applications for Offer Shares will be conditional on:
(a) the Stock Exchange granting approval for the listing of, and permission to deal in,
the Shares in issue and the Shares to be issued pursuant to the (i) Global Offering,
and (ii) the exercise of the Over-allotment Option, and such approval not
subsequently having been revoked prior to the commencement of dealings in the
Shares on the Stock Exchange;
(b) the execution and delivery of the International Underwriting Agreement on or about
Tuesday, August 26, 2025; and
(c) the obligations of the Underwriters under the respective Underwriting Agreements
becoming and remaining unconditional and not having been terminated in
accordance with the terms of the respective agreements,
in each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are validly waived on or before such
dates and times) and, in any event, not later than the date which is 30 days after the date
of this prospectus.
If the above conditions are not fulfilled or waived prior to the times and dates specified,
the Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of
the lapse of the Hong Kong Public Offering will be published by our Company on the website
of the Stock Exchange at www.hkexnews.hk and the website of our Company at
www.jiaxinir.com on the next Business Day following such lapse. In such eventuality, all
application monies will be returned, without interest, on the terms set out in “How to Apply
for Hong Kong Offer Shares.” In the meantime, all application monies will be held in separate
bank account(s) with the receiving bankers or other bank(s) in Hong Kong licensed under the
Banking Ordinance (Chapter 155 of the Laws of Hong Kong) (as amended).
Share certificates for the Offer Shares are expected to be issued on Wednesday, August
27, 2025 HKT but will only become valid evidence of title at HKT 8:00 a.m. on the Listing
Date provided that (1) the Global Offering has become unconditional in all respects, and (2)
the right of termination as described in “Underwriting — Underwriting Arrangements — Hong
Kong Public Offering — Grounds for Termination” has not been exercised.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the approval of the listing of, and permission
to deal in, the Shares to be issued by us pursuant to the Global Offering (including the Shares
which may be issued pursuant to the exercise of the Over-allotment Option).
STRUCTURE OF THE GLOBAL OFFERING
– 485 –


--- page 497 ---
No part of our Company’s share or loan capital is listed on or dealt in on any other stock
exchange and no such listing or permission to deal is being or proposed to be sought in the near
future.
Applications have been made for Shares to be admitted to the Official List of the AIX.
Trading in the Shares is expected to commence on the AIX on or about Thursday, August 28,
2025 ALMT.
SHARES WILL BE ELIGIBLE FOR CCASS AND AIX CSD
Subject to the granting of the listing of, and permission to deal in, the Shares on the Stock
Exchange and compliance with the stock admission requirements of HKSCC, the Shares will
be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS
with effect from the date of commencement of dealings in the Shares on the Stock Exchange
or any other date HKSCC chooses. Settlement of transactions between participants of the Stock
Exchange (as defined in the Listing Rules) is required to take place in CCASS on the second
settlement day after any trading day. All activities under CCASS are subject to the General
Rules of HKSCC and HKSCC Operational Procedures in effect from time to time. Investors
should seek the advice of their stockbroker or other professional advisors for details of the
settlement arrangements as such arrangements may affect their rights and interests.
All necessary arrangements have been made enabling our Shares to be admitted into
CCASS.
The Shares on the AIX will be cleared by the AIX CSD.
DEALING ARRANGEMENTS
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. in Hong
Kong on Thursday, August 28, 2025 HKT, it is expected that dealings in the Shares on the
Stock Exchange will commence at HKT 9:00 a.m. on Thursday, August 28, 2025. The Shares
will be traded in board lots of 400 Shares. The stock code of the Shares will be 3858.
The Shares will be admitted to the Official List of the AIX. Trading in the Shares is
expected to commence on the AIX after the settlement of the AIX Offering on the same date.
1,317,600 Shares, which represents approximately 1.2% of the Offer Shares (subject to
reallocation and assuming the Over-allotment Option is not exercised), is proposed to be issued
through the AIX Offering. The Shares will be traded on the AIX under the trading symbol
“JXIR”.
STRUCTURE OF THE GLOBAL OFFERING
– 486 –


--- page 498 ---
IMPORTANT NOTICE TO INVESTORS
OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong
Public Offering and below are the procedures for application.
This prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing Information ”
section, and our website at www.jiaxinir.com.
The contents of this prospectus are identical to the prospectus as registered with the
Registrar of Companies in Hong Kong pursuant to section 38D of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you
are applying for:
 are 18 years of age or older; and
 have a Hong Kong address (for the White Form eIPO service only); and
 are outside the United States, and are not a United States Person (as defined in
Regulation S).
Unless permitted by the Listing Rules, you cannot apply for any Hong Kong Offer Shares
if you or the person(s) for whose benefit you are applying for:
 are an existing Shareholder;
 are a Director of our Company and/or any of its subsidiaries;
 are a close associate (as defined in the Listing Rules) of any of the above;
 are a person who will become a core connected person of our Company immediately
upon completion of the Global Offering; or
 have been allocated or have applied for or indicated an interest in any International
Offer Shares or otherwise participate in the International Offering.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 487 –


--- page 499 ---
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Wednesday, August
20, 2025 and end at 12:00 noon on Monday, August 25, 2025 (HKT).
To apply for Hong Kong Offer Shares, you may use one of the following application
channels:
Application Channel Platform Target Investors Application Time
White Form eIPO
service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
www.eipo.com.hk Applicants who would
like to receive a
physical Share
certificate. Hong
Kong Offer Shares
successfully applied
for will be allotted
and issued in your
own name.
From 9:00 a.m.
on Wednesday,
August 20, 2025
to 11:30 a.m. on
Monday,
August 25, 2025,
HKT
The latest time for
completing full
payment of
application monies
will be 12:00 noon
on Monday,
August 25, 2025,
HKT.
HKSCC EIPO
channel /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Your broker or
custodian who is a
HKSCC Participant
will submit
electronic
application
instruction(s) on
your behalf through
HKSCC’s FINI
system in accordance
with your instruction.
Applicants who would
not like to receive a
physical Share
certificate. Hong
Kong Offer Shares
successfully applied
for will be allotted
and issued in the
name of HKSCC
Nominees, deposited
directly into CCASS
and credited to your
designated HKSCC
Participant’s stock
account.
Contact your broker or
custodian for the
earliest and latest
time for giving such
instructions, as this
may vary by broker
or custodian.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 488 –


--- page 500 ---
The White Form eIPO service and the HKSCC EIPO channel are facilities subject to
capacity limitations and potential service interruptions and you are advised not to wait until the
last day of the application period to apply for Hong Kong Offer Shares.
For those applying through the White Form eIPO service, once you complete payment
in respect of any application instructions given by you or for your benefit through the White
Form eIPO service to make an application for Hong Kong Offer Shares, an actual application
shall be deemed to have been made. If you are a person for whose benefit the electronic
application instructions are given, you shall be deemed to have declared that only one set of
electronic application instructions has been given for your benefit. If you are an agent for
another person, you shall be deemed to have declared that you have only given one set of
electronic application instructions for the benefit of the person for whom you are an agent
and that you are duly authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the White Form eIPO
service more than once and obtaining different application reference numbers without effecting
full payment in respect of a particular reference number will not constitute an actual
application.
If you apply through the White Form eIPO service, you are deemed to have authorized
the White Form eIPO service provider to apply on the terms and conditions in this prospectus,
as supplemented and amended by the terms and conditions of the White Form eIPO service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your
behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you
jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC
Nominees (acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong
Offer Shares on your behalf and to do on your behalf all the things stated in this prospectus
and any supplement to it.
For those applying through HKSCC EIPO channel, an actual application will be deemed
to have been made for any application instructions given by you or for your benefit to HKSCC
(in which case an application will be made by HKSCC Nominees on your behalf) provided such
application instruction has not been withdrawn or otherwise invalidated before the closing time
of the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor
HKSCC Nominees shall be liable to you or any other person in respect of any actions taken by
HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any
breach of the terms and conditions of this prospectus.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 489 –


--- page 501 ---
3. Information Required to Apply
You must provide the following information with your application:
For Individual/Joint Applicants For Corporate Applicants
 Full name(s) 2 as shown on your
identity document
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of
priority:
i. Hong Kong identity card
(“HKID”); or
ii. National identification document;
or
iii. Passport; and
 Identity document number
 Full name(s) 2 as shown on your
identity document
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of
priority:
i. Legal entity identifier (“ LEI”)
registration document; or
ii. Certificate of incorporation; or
iii. Business registration certificate; or
iv. Other equivalent document; and
 Identity document number
Notes:
1. If you are applying through the White Form eIPO service, you are required to provide a valid e-mail
address, a contact telephone number and a Hong Kong address. You are also required to declare that the
identity information provided by you follows the requirements as described in note 2 below. In
particular, where you cannot provide a HKID number, you must confirm that you do not hold a HKID.
2. The applicant’s full name as shown on their identity document must be used and the surname, given
name, middle and other names (if any) must be input in the same order as shown on the identity
document. If an applicant’s identity document contains both an English and Chinese name, both English
and Chinese names must be used. Otherwise, either English or Chinese names will be accepted. The
order of priority of the applicant’s identity document type must be strictly followed and where an
individual applicant has a valid HKID (including both Hong Kong Residents and Hong Kong Permanent
Residents), the HKID number must be used when making an application to subscribe for Hong Kong
Offer Shares. Similarly for corporate applicants, a LEI number must be used if an entity has a LEI
certificate.
3. If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will
be required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID
of the asset management company or the individual fund, as appropriate, which has opened a trading
account with the broker will be required, as above.
4. The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice.
The maximum number of 4 is subject to change, if the Articles of Association and applicable company
law prescribe a lower cap.
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity
document), the identity document’s issuing country or jurisdiction, the identity document type; and (ii),
the identity document number, for each of the beneficial owners or, in the case(s) of joint beneficial
owners, for each joint beneficial owner. If you do not include this information, the application will be
treated as being made for your benefit.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 490 –


--- page 502 ---
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated
as being for your benefit and you should provide the required information in your application as stated
above.
“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any
other stock exchange.
“Statutory control” means you:
 control the composition of the board of directors of the company;
 control more than half of the voting power of the company; or
 hold more than half of the issued share capital of the company (not counting any part of it which
carries no right to participate beyond a specified amount in a distribution of either profits or
capital).
For those applying through HKSCC EIPO channel, and making an application under a
power of attorney, we and the Sole Representative, as our agent, have discretion to consider
whether to accept it on any conditions we think fit, including evidence of the attorney’s
authority.
Failing to provide any required information may result in your application being rejected.
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: 400 Offer Shares
Permitted number of Hong Kong
Offer Shares for application and
amount payable on
application/successful allotment /H1118/H1118/H1118
: Hong Kong Offer Shares are available
for application in specified board lot
sizes only. Please refer to the
amount payable associated with each
specified board lot size in the table
below.
The Offer Price is HK$10.92 per
Share.
If you are applying through the
HKSCC EIPO channel, you are
required to pre-fund your application
based on the amount specified by
your broker or custodian, as
determined based on the applicable
laws and regulations in Hong Kong.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 491 –


--- page 503 ---
By instructing your broker or custodian
to apply for the Hong Kong Offer
Shares on your behalf through the
HKSCC EIPO channel, you (and, if
you are joint applicants, each of you
jointly and severally) are deemed to
have instructed and authorized
HKSCC to cause HKSCC Nominees
(acting as nominee for the relevant
HKSCC Participants) to arrange
payment of the Offer Price,
brokerage, SFC transaction levy, the
Stock Exchange trading fee and the
AFRC transaction levy by debiting
the relevant nominee bank account at
the Designated Bank for your broker
or custodian.
If you are applying through the White
Form eIPO service, you may refer
to the table below for the amount
payable for the number of Shares
you have selected. You must pay the
respective amount payable on
application in full upon application
for Hong Kong Offer Shares.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable on
application
HK$ HK$ HK$ HK$
400 4,412.06 8,000 88,241.03 70,000 772,108.98 900,000 9,927,115.38
800 8,824.10 10,000 110,301.28 80,000 882,410.26 1,000,000 11,030,128.20
1,200 13,236.15 12,000 132,361.54 90,000 992,711.54 1,500,000 16,545,192.30
1,600 17,648.21 14,000 154,421.80 100,000 1,103,012.82 2,000,000 22,060,256.40
2,000 22,060.25 16,000 176,482.05 200,000 2,206,025.65 2,500,000 27,575,320.50
2,400 26,472.31 18,000 198,542.31 300,000 3,309,038.45 3,000,000 33,090,384.60
2,800 30,884.37 20,000 220,602.57 400,000 4,412,051.28 3,500,000 38,605,448.70
3,200 35,296.40 30,000 330,903.85 500,000 5,515,064.10 4,000,000 44,120,512.80
3,600 39,708.46 40,000 441,205.13 600,000 6,618,076.92 4,500,000 49,635,576.90
4,000 44,120.52 50,000 551,506.41 700,000 7,721,089.75 5,000,000 55,150,641.00
6,000 66,180.77 60,000 661,807.69 800,000 8,824,102.55 5,490,400
(1) 60,559,815.87
(1) Maximum number of Hong Kong Offer Shares you may apply for.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 492 –


--- page 504 ---
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as
defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy and in the case of the
AFRC transaction levy, collected by the Stock Exchange on behalf of the SFC and the AFRC respectively).
5. Multiple Applications Prohibited
You or your joint applicant(s) shall not make more than one application for your own
benefit, except where you are a nominee and provide the information of the underlying investor
in your application as required under “— A. Application for Hong Kong Offer Shares — 3.
Information Required to Apply.” If you are suspected of submitting or cause to submit more
than one application, all of your applications will be rejected.
Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC
EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you
have made an application through the White Form eIPO service or HKSCC EIPO channel,
you or the person(s) for whose benefit you have made the application shall not apply for any
Offer Shares.
6. Terms and Conditions of an Application
By applying for Hong Kong Offer Shares through the White Form eIPO service or
HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following
things on your behalf):
(i) undertake to execute all relevant documents and instruct and authorize us and/or the,
as our agents, to execute any documents for you and to do on your behalf all things
necessary to register any Hong Kong Offer Shares allocated to you in your name or
in the name of HKSCC Nominees as required by the Articles of Association, and (if
you are applying through the HKSCC EIPO channel) to deposit the allotted Hong
Kong Offer Shares directly into CCASS for the credit of your designated HKSCC
Participant’s stock account on your behalf;
(ii) confirm that you have read and understand the terms and conditions and application
procedures set out in this prospectus and the designated website of the White Form
eIPO service (or as the case may be, the agreement you entered into with your
broker or custodian), and agree to be bound by them;
(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker or
custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC
Operational Procedures for giving application instructions to apply for Hong Kong
Offer Shares;
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 493 –


--- page 505 ---
(iv) confirm that you are aware of the restrictions on offers and sales of shares set out
in this prospectus and they do not apply to you, or the person(s) for whose benefit
you have made the application;
(v) confirm that you have read this prospectus and any supplement to it and have relied
only on the information and representations contained therein in making your
application (or as the case may be, causing your application to be made) and will not
rely on any other information or representations;
(vi) agree that the Sole Sponsor, the Sole Representative, the Sole Sponsor-Overall
Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the
Underwriters, any of their or the Company’s respective directors, officers,
employees, partners, agents, advisors and any other parties involved in the Global
Offering (the “ Relevant Persons ”), the Hong Kong Share Registrar and HKSCC
will not be liable for any information and representations not in this prospectus and
any supplement to it;
(vii) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit
you have made the application to us, the Relevant Persons, the Hong Kong Share
Registrar, HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other
statutory regulatory or governmental bodies or otherwise as required by laws, rules
or regulations, for the purposes under “— G. Personal Data — 3. Purposes” and “—
G. Personal Data — 4. Transfer of personal data;”
(viii) agree (without prejudice to any other rights which you may have once your
application (or as the case may be, HKSCC Nominees’ application) has been
accepted) that you will not rescind it because of an innocent misrepresentation;
(ix) agree that subject to section 44A(6) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, any application made by you or HKSCC
Nominees on your behalf cannot be revoked once it is accepted, which will be
evidenced by the notification of the result of the ballot by the Hong Kong Share
Registrar by way of publication of the results at the time and in the manner as
specified in “— B. Publication of Results;”
(x) confirm that you are aware of the situations specified in “— C. Circumstances In
Which You Will Not Be Allocated Hong Kong Offer Shares;”
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it
and the resulting contract will be governed by and construed in accordance with the
laws of Hong Kong;
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 494 –


--- page 506 ---
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any
place outside Hong Kong that apply to your application and that neither we nor the
Relevant Persons will breach any law inside and/or outside Hong Kong as a result
of the acceptance of your offer to purchase, or any action arising from your rights
and obligations under the terms and conditions contained in this prospectus;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf
is not financed directly or indirectly by our Company, any of the directors, chief
executives, substantial Shareholders or existing shareholders of the Company or any
of its subsidiaries or any of their respective close associates; and (b) you are not
accustomed or will not be accustomed to taking instructions from the Company, any
of the directors, chief executives, substantial shareholders or existing shareholders
of the Company or any of its subsidiaries or any of their respective close associates
in relation to the acquisition, disposal, voting or other disposition of the Shares
registered in your name or otherwise held by you;
(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that the Sole Representative and us will rely on your
declarations and representations in deciding whether or not to allocate any Hong
Kong Offer Shares to you and that you may be prosecuted for making a false
declaration;
(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated
to you under the application;
(xvii) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(xviii) (if the application is made for your own benefit) warrant that no other application
has been or will be made for your benefit by giving electronic application
instructions to HKSCC directly or indirectly or through the White Form eIPO
service or by any one as your agent or by any other person; and
(xix) (if you are making the application as an agent for the benefit of another person)
warrant that (1) no other application has been or will be made by you as agent for
or for the benefit of that person or by that person or by any other person as agent
for that person by giving electronic application instructions to HKSCC and (2)
you have due authority to give electronic application instructions on behalf of that
other person as its agent.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 495 –


--- page 507 ---
B. PUBLICATION OF RESULTS
Results of Allocation
You can check whether you are successfully allocated any Hong Kong Offer Shares
through:
Platform Date/Time
Applying through White Form eIPO service or HKSCC EIPO channel:
Website /H1118/H1118/H1118/H1118/H1118/H1118/H1118The designated results of allocation at
www.iporesults.com.hk
(alternatively:
www.eipo.com.hk/eIPOAllotment )
with a “search by ID” function.
The full list of (i) wholly or partially
successful applicants using the
White Form eIPO service and
HKSCC EIPO channel, and (ii) the
number of Hong Kong Offer Shares
conditionally allotted to them,
among other things, will be
displayed on the “Allotment
Results” page of the White Form
eIPO service at
www.iporesults.com.hk
(alternatively:
www.eipo.com.hk/eIPOAllotment ).
24 hours, from 11:00 p.m. on
Wednesday, August 27, 2025 to
12:00 midnight on Tuesday,
September 2, 2025 (HKT)
The Stock Exchange’s website at
www.hkexnews.hk and our website
at www.jiaxinir.com which will
provide links to the above
mentioned websites of the Hong
Kong Share Registrar.
No later than 11:00 p.m. on
Wednesday, August 27, 2025 (HKT)
Telephone /H1118/H1118/H1118/H1118/H1118+852 2862 8555 — the allocation
results telephone enquiry line
provided by the Hong Kong Share
Registrar
between 9:00 a.m. and 6:00 p.m.,
from Thursday, August 28, 2025 to
Tuesday, September 2, 2025 (HKT
on business day)
For those applying through HKSCC EIPO channel, you may also check with your broker
or custodian from 6:00 p.m. on Tuesday, August 26, 2025 (HKT).
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 496 –


--- page 508 ---
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Tuesday, August 26, 2025 (HKT) on a 24-hour basis and should report any discrepancies on
allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the level of indications of interest in the International Offering,
the level of applications in the Hong Kong Public Offering and the basis of allocations of Hong
Kong Offer Shares on the Stock Exchange’s website at www.hkexnews.hk and our website at
www.jiaxinir.com by 11:00 p.m. on Wednesday, August 27, 2025 (HKT).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
You should note the following situations in which Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Your application or the application made by HKSCC Nominees on your behalf may be
revoked pursuant to section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Sole Representative, the Hong Kong Share Registrar and their respective agents
and nominees have full discretion to reject or accept any application, or to accept only part of
any application, without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not
grant permission to list the Shares either:
 within three weeks from the closing date of the application lists; or
 within a longer period of up to six weeks if the Stock Exchange notifies us of that
longer period within three weeks of the closing date of the application lists.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 497 –


--- page 509 ---
4. If:
 you make multiple applications or suspected multiple applications. You may refer to
“— A. Application for Hong Kong Offer Shares — 5. Multiple Applications
Prohibited” on what constitutes multiple applications;
 your application instruction is incomplete;
 your payment (or confirmation of funds, as the case may be) is not made correctly;
 the Underwriting Agreements do not become unconditional or are terminated;
 we and the Sole Representative believe that by accepting your application, it or we
would violate applicable securities or other laws, rules or regulations.
5. If there is money settlement failure for allotted Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC
Participants will be required to hold sufficient application funds on deposit with their
Designated Bank before balloting. After balloting of Hong Kong Offer Shares, the receiving
bank will collect the portion of these funds required to settle each HKSCC Participant’s actual
Hong Kong Offer Shares allotment from their Designated Bank.
There is a risk of money settlement failure. In the extreme event of money settlement
failure by a HKSCC Participant (or its Designated Bank), who is acting on your behalf in
settling payment for your allotted shares, HKSCC will contact the defaulting HKSCC
Participant and its Designated Bank to determine the cause of failure and request such
defaulting HKSCC Participant to rectify or procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected
Hong Kong Offer Shares will be reallocated to the International Offering. Hong Kong Offer
Shares applied for by you through the broker or custodian may be affected to the extent of the
settlement failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares
due to the money settlement failure by such HKSCC Participant. None of us, the Relevant
Persons, the Hong Kong Share Registrar and HKSCC is or will be liable if Hong Kong Offer
Shares are not allocated to you due to the money settlement failure.
D. DESPATCH/COLLECTION OF SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
You will receive one share certificate for all Hong Kong Offer Shares allotted to you
under the Hong Kong Public Offering (except pursuant to applications made through the
HKSCC EIPO channel where the Share certificates will be deposited into CCASS as described
below).
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 498 –


--- page 510 ---
No temporary document of title will be issued in respect of the Shares. No receipt will
be issued for sums paid on application.
Share certificates will only become valid evidence of title at 8:00 a.m. on Thursday,
August 28, 2025 (HKT), provided that the Global Offering has become unconditional and the
right of termination described in “Underwriting” has not been exercised. Investors who trade
Shares prior to the receipt of share certificates or the share certificates becoming valid evidence
of title do so entirely at their own risk.
The right is reserved to retain any share certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
The following sets out the relevant procedures and time:
White Form eIPO service HKSCC EIPO channel
Despatch/collection of share certificate
For physical share certificates
of equal or over 1,000,000
Offer Shares issued under
your own name /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Collection in person at the
Hong Kong Share Registrar,
Computershare Hong Kong
Investor Services Limited at
Shops 1712-1716, 17th
Floor, Hopewell Centre,
183 Queen’s Road East,
Wan Chai, Hong Kong.
Share certificate(s) will be
issued in the name of
HKSCC Nominees,
deposited into CCASS and
credited to your designated
HKSCC Participant’s stock
account.
No action by you is required.
Time: from 9:00 a.m. to 1:00
p.m. on Thursday, August
28, 2025 (HKT).
If you are an individual, you
must not authorize any other
person to collect for you. If
you are a corporate
applicant, your authorized
representative must bear a
letter of authorization from
your corporation stamped
with your corporation’s
chop.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 499 –


--- page 511 ---
White Form eIPO service HKSCC EIPO channel
Both individuals and authorized
representatives must
produce, at the time of
collection, evidence of
identity acceptable to the
Hong Kong Share Registrar.
Note: If you do not collect
your Share certificate(s)
personally within the time
above, it/they will be sent to
the address specified in your
application instructions by
ordinary post at your own
risk.
For physical share certificates
of less than 1,000,000 Offer
Shares issued under your
own name /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Your share certificate(s) will be
sent to the address specified
in your application
instructions by ordinary post
at your own risk.
Time: Wednesday, August 27,
2025 HKT
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Thursday, August 28, 2025
HKT
Subject to the arrangement
between you and your broker
or custodian
Responsible party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Hong Kong Share Registrar Your broker or custodian
Application monies paid
through single bank
account /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
White Form e-Refund payment
instructions to your
designated bank account.
Your broker or custodian will
arrange refund to your
designated bank account
subject to the arrangement
between you and it.
Application monies paid
through multiple bank
accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Refund check(s) will be
despatched to the address as
specified in your application
instructions by ordinary post
at your own risk.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 500 –


--- page 512 ---
E. SEVERE WEATHER ARRANGEMENTS
Opening and Closing of the Application Lists
The application lists will not open or close on Monday, August 25, 2025 HKT if, there
is/are:
 a tropical cyclone warning signal number 8 or above;
 a black rainstorm warning; and/or
 an “extreme conditions” announcement issued after a super typhoon (“ Extreme
Conditions ”),
(collectively, “ Severe Weather Signals ”),
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, August 25,
2025 HKT.
Instead they will open between 11:45 a.m. HKT and 12:00 noon HKT and/or close at
12:00 noon HKT on the next business day which does not have Severe Weather Signals in force
at any time between 9:00 a.m. HKT and 12:00 noon HKT.
Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the Listing Date. Should there be any changes to the
dates mentioned in “Expected Timetable”, an announcement will be made and published on the
Stock Exchange’s website at www.hkexnews.hk and our website at www.jiaxinir.com of the
revised timetable.
Despatch and Collection of Share Certificates
If a Severe Weather Signal is hoisted on Wednesday, August 27, 2025 HKT, the Hong
Kong Share Registrar will make appropriate arrangements for the delivery of the share
certificates to the CCASS Depository’s service counter so that they would be available for
trading on Thursday, August 28, 2025 HKT, and for physical share certificates of less than
1,000,000 Offer Shares issued under your own name, despatch will be made by ordinary post
when the post office re-opens after the Severe Weather Signal is lowered or canceled (e.g. in
the afternoon of Wednesday, August 27, 2025 HKT or on Thursday, August 28, 2025 HKT.
If a Severe Weather Signal is hoisted on Thursday, August 28, 2025 HKT, for physical
share certificates of 1,000,000 or more Offer Shares issued under your own name, you collect
your share certificates up from the Hong Kong Share Registrar’s office after the Severe
Weather Signal is lowered or canceled (e.g. in the afternoon of Thursday, August 28, 2025 HKT
or on Friday, August 29, 2025 HKT.
Prospective investors should be aware that if they choose to receive physical share
certificates issued in their own name, there may be a delay in receiving the share
certificates.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 501 –


--- page 513 ---
F. ADMISSION OF THE SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the Shares on the
Stock Exchange and we comply with the stock admission requirements of HKSCC, the Shares
will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in
CCASS with effect from the date of commencement of dealings in the Shares or any other date
HKSCC chooses. Settlement of transactions between Exchange Participants is required to take
place in CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and HKSCC
Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the Shares to be admitted into
CCASS.
You should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by the Company, the Hong Kong Share Registrar, the receiving bank and the
Relevant Persons about you in the same way as it applies to personal data about applicants
other than HKSCC Nominees. This personal data may include client identifier(s) and your
identification information. By giving application instructions to HKSCC, you acknowledge
that you have read, understood and agree to all of the terms of the Personal Information
Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of,
Hong Kong Offer Shares, of the policies and practices of the Company and the Hong Kong
Share Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter
486 of the Laws of Hong Kong).
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure
that personal data supplied to the Company or its agents and the Hong Kong Share Registrar
is accurate and up-to-date when applying for Hong Kong Offer Shares or transferring Hong
Kong Offer Shares into or out of their names or in procuring the services of the Hong Kong
Share Registrar.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 502 –


--- page 514 ---
Failure to supply the requested data or supplying inaccurate data may result in your
application for Hong Kong Offer Shares being rejected, or in the delay or the inability of the
Company or the Hong Kong Share Registrar to effect transfers or otherwise render their
services. It may also prevent or delay registration or transfers of Hong Kong Offer Shares
which you have successfully applied for and/or the despatch of Share certificate(s) to which
you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform the
Company and the Hong Kong Share Registrar immediately of any inaccuracies in the personal
data supplied.
3. Purposes
Your personal data may be used, held, processed, and/or stored (by whatever means) for
the following purposes:
 processing your application and refund cheque and White Form e-Refund payment
instruction(s), where applicable, verification of compliance with the terms and
application procedures set out in this prospectus and announcing results of
allocation of Hong Kong Offer Shares;
 compliance with applicable laws and regulations in Hong Kong and elsewhere;
 registering new issues or transfers into or out of the names of the holders of the
Shares including, where applicable, HKSCC Nominees;
 maintaining or updating the register of members of the Company;
 verifying identities of applicants for and holders of the Shares and identifying any
duplicate applications for the Shares;
 facilitating Hong Kong Offer Shares balloting;
 establishing benefit entitlements of holders of the Shares, such as dividends, rights
issues, bonus issues, etc.;
 distributing communications from the Company and its subsidiaries;
 compiling statistical information and profiles of the holder of the Shares;
 disclosing relevant information to facilitate claims on entitlements; and
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 503 –


--- page 515 ---
 any other incidental or associated purposes relating to the above and/or to enable the
Company and the Hong Kong Share Registrar to discharge their obligations to
applicants and holders of the Shares and/or regulators and/or any other purposes to
which applicants and holders of the Shares may from time to time agree.
4. Transfer of personal data
Personal data held by the Company and the Hong Kong Share Registrar relating to the
applicants for and holders of Hong Kong Offer Shares will be kept confidential but the
Company and the Hong Kong Share Registrar may, to the extent necessary for achieving any
of the above purposes, disclose, obtain or transfer (whether within or outside Hong Kong) the
personal data to, from or with any of the following:
 the Company’s appointed agents such as financial advisors, receiving bank and
overseas principal share registrar;
 HKSCC or HKSCC Nominees, who will use the personal data and may transfer the
personal data to the Hong Kong Share Registrar for the purposes of providing its
services or facilities or performing its functions in accordance with its rules or
procedures and operating FINI and CCASS (including where applicants for the
Hong Kong Offer Shares request a deposit into CCASS);
 any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to the Company or the
Hong Kong Share Registrar in connection with their respective business operation;
 the Stock Exchange, the SFC and any other statutory regulatory or governmental
bodies or otherwise as required by laws, rules or regulations, including for the
purpose of the Stock Exchange’s administration of the Listing Rules and the SFC’s
performance of its statutory functions; and
 any persons or institutions with which the holders of Hong Kong Offer Shares have
or propose to have dealings, such as their bankers, solicitors, accountants or brokers
etc.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 504 –


--- page 516 ---
5. Retention of personal data
The Company and the Hong Kong Share Registrar will keep the personal data of the
applicants and holders of Hong Kong Offer Shares for as long as necessary to fulfill the
purposes for which the personal data were collected. Personal data which is no longer required
will be destroyed or dealt with in accordance with the Personal Data (Privacy) Ordinance
(Chapter 486 of the Laws of Hong Kong).
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether
the Company or the Hong Kong Share Registrar hold their personal data, to obtain a copy of
that data, and to correct any data that is inaccurate. The Company and the Hong Kong Share
Registrar have the right to charge a reasonable fee for the processing of such requests. All
requests for access to data or correction of data should be addressed to the Company and the
Hong Kong Share Registrar, at their registered address disclosed in “Corporate Information”
or as notified from time to time, for the attention of the company secretary, or the Hong Kong
Share Registrar for the attention of the privacy compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 505 –


--- page 517 ---
LISTINGS, REGISTRATION, DEALINGS AND SETTLEMENT
Listing
Application has been made to the Stock Exchange for the Listing, including the
permission to deal in our Shares in issue and to be issued as mentioned in this prospectus
(including Shares to be issued under the AIX Offering and any additional Shares which may
be issued upon the exercise of the Over-allotment Option) on the Main Board.
The Company will also have a listing of Shares on the AIX and will constitute a dual
primary listing on the Stock Exchange and the AIX. As part of the Global Offering, our
Company is offering 1,317,600 Shares through the AIX Offering, representing approximately
1.2% of new Shares to be offered under the Global Offering (subject to reallocation and
assuming the Over-allotment Option is not exercised). In connection with the AIX Offering,
application has been made to the AIX to: (i) admit the Shares to the Official List of the AIX;
and (ii) admit the Shares to trading on the AIX. The Shares are offered in the AIX Offering at
the AIX Offer Price.
Registration
The Shares listed on the Stock Exchange will be registered on our Company’s principal
register of members in Hong Kong to be maintained by our Hong Kong Share Registrar,
Computershare Hong Kong Investor Services Limited. The Shares listed on the AIX will be
registered on our Company’s branch register of members in Kazakhstan to be maintained by
the AIX Registrar, whose address is 55/19, Mangilik El St., Astana, Kazakhstan. Further, our
Company will enter into an agreement with the AIX such that the Shares on the AIX will be
listed through the facilities of the AIX in accordance with the AIX Business Rules and relevant
AIX Market Notice. Clearing and Settlement of transactions in Shares on the AIX will be made
through the facilities of the AIX CSD. The AIX CSD will clear the transactions with the Shares
on the AIX. The address of the AIX CSD is 55/19 Mangilik El st., block C 3.4, Astana,
Kazakhstan.
Dealings
Dealings in our Shares on the Stock Exchange, and the Shares on the AIX will be
conducted in Hong Kong dollars and RMB respectively. Our Shares will be traded on the Stock
Exchange in board lots of 400 Shares. The transaction costs of dealings in our Shares on the
Stock Exchange include:
 Stock Exchange trading fee of 0.00565% of the consideration of the transaction,
charged to each of the buyer and seller;
 SFC transaction levy of 0.0027% of the consideration of the transaction, charged to
each of the buyer and seller;
LISTINGS, REGISTRATION, DEALINGS AND SETTLEMENT
– 506 –


--- page 518 ---
 AFRC Transaction Levy of 0.00015% (rounded to the nearest cent), charged to each
of the buyer and seller;
 transfer deed stamp duty of HK$5.00 per transfer deed (if applicable), payable by
the seller;
 ad valorem stamp duty at a total rate of 0.2% of the value of the transaction, with
0.1% payable by each of the buyer and the seller;
 stock settlement fee, which is currently 0.002% of the gross transaction value,
subject to a minimum fee of HK$2.00 and a maximum fee of HK$100.00 per side
per trade.
The brokerage commission in respect of trades of the Shares on the AIX is payable as per
AIX Trading Member’s fees. A clearing fee for trades concluded through AIX Trading
Members on the AIX is payable in accordance with the AIX fee schedule published on the AIX
website.
SETTLEMENT
Settlement of dealings in Hong Kong
Investors in Hong Kong must settle their trades executed on the Stock Exchange through
their brokers directly or through custodians. For an investor in Hong Kong who has deposited
his Shares in his stock account or in his designated HKSCC Participant’s stock account
maintained with CCASS, settlement will be effected in CCASS in accordance with the HKSCC
Rules. For an investor who holds the physical certificates, settlement certificates and the duly
executed transfer forms must be delivered to his broker or custodian before the settlement date.
An investor may arrange with his broker or custodian on a settlement date in respect of his
trades executed on the Stock Exchange. Under the Listing Rules and the General Rules of
HKSCC, the date of settlement must not be later than the second settlement day following the
trade date on which the settlement services of CCASS are open for use by CCASS Participants
(T+2). For trades settled under CCASS, the General Rules of HKSCC provide that a defaulting
broker may be compelled to compulsorily buy-in by HKSCC the day after the date of
settlement (T+3), or if it is not practicable to do so on T+3, at any time thereafter. HKSCC may
also impose fines from T+2 onwards. The CCASS stock settlement fee payable by each
counterparty to the Stock Exchange trade is currently 0.002 per cent. of the gross transaction
value subject to a minimum fee of HK$2 and a maximum fee of HK$100 per trade.
Dealings in Shares on the Stock Exchange will be carried out in Hong Kong dollars.
LISTINGS, REGISTRATION, DEALINGS AND SETTLEMENT
– 507 –


--- page 519 ---
Settlement of dealings in Kazakhstan
Trades in respect of the Shares on the AIX will be settled directly at the AIX CSD in
accordance with the AIX CSD Rules and the relevant AIX Market Notice. Payment and
settlement will be made through the facilities of the AIX CSD in accordance with the AIX CSD
Rules, in particular delivery of the Shares will be executed through the AIX CSD system and
payment for the Shares will be made through the AIX CSD Settlement Bank. The settlement
period in relation to the Shares traded under the AIX CSD Rules is T+2. In order to take
delivery of the Shares on the AIX, holders are required to have an account with a broker which
has a valid and active trading membership agreement with the AIX and an agreement with the
AIX CSD. The Shares will be held on behalf of investors in the relevant AIX Trading Member’s
nominee or custodial account at the AIX CSD.
Transactions in our Shares on the AIX under the book-entry settlement system will be
reflected by the seller’s securities account being debited with the number of Shares sold and
the buyer’s securities account being credited with the number of Shares acquired. No transfer
stamp duty is currently payable for transfer of Shares that are settled on a book-entry basis.
Dealings in Shares will be carried out in RMB and will be effected for settlement in AIX
CSD on a scripless basis.
Dividends
Dividends are declared in Hong Kong dollars. Holders of Shares listed on the AIX will
receive their dividend payments in RMB, the exchange rate for the dividend calculation in
RMB is based on the average benchmark exchange rate between RMB and Hong Kong dollars
as published by the People’s Bank of China one week prior to the date of the annual general
meeting on which the dividends are declared.
Foreign Exchange Risk
Investors in Hong Kong who trade in our Shares on the Hong Kong Stock Exchange
should note that their trades will be effected in Hong Kong dollars. Accordingly, investors
should be aware of the foreign exchange risks associated with such trading.
TRANSFER OF SHARES FROM STOCK EXCHANGE TO THE AIX AND VICE VERSA
Transferring Shares Trading on the Stock Exchange to the AIX
A securities holder who holds the securities trading on the Stock Exchange and who
intends to trade the securities on AIX must effectuate removal of the securities from the
Hong Kong Share Register and deposit the securities to the Company’s branch register of
members maintained by AIX Registrar (the “ Branch Register (Securities Registry) ”. Such
removal and deposit of the securities would involve the following procedures:
LISTINGS, REGISTRATION, DEALINGS AND SETTLEMENT
– 508 –


--- page 520 ---
(1) If the securities holder’s securities are registered in the securities holder’s own name
in the Hong Kong Share Register, the securities holder shall complete the combined
securities removal and transfer and delivery instructions form (the “ HK Removal
Request Form ” provided by Hong Kong Share Registrar (or as amended from time
to time) and submit the same together with his share certificate(s) in his name and
the bank drafts (or cheque) for the fees in the amount as prescribed by the fees
schedule of the Hong Kong Share Registrar from time to time to the Hong Kong
Share Registrar.
If the securities holder’s securities have been deposited with CCASS, the securities
holder must first withdraw such securities from his CCASS investor participant
stock account with CCASS or from the stock account of his designated CCASS
participant and submit the relevant instrument of transfer(s) executed by HKSCC
Nominees and the securities holder, the relevant share certificate(s) and a duly
completed HK Removal Request Form available from the Hong Kong Share
Registrar, together with the bank drafts for the fees in the amount as prescribed by
the fees schedule of the Hong Kong Share Registrar from time to time to the Hong
Kong Share Registrar.
(2) If the securities holder would like to have the securities credited from the Hong
Kong Share Register into his securities account or sub-account with a AIX CSD
Participant (as it is defined in AIX CSD Business Rules), it must indicate it on the
HK Removal Request Form (as contemplated in paragraph (1) above). The securities
holder should ensure that he has a securities account or sub-account with AIX CSD
Participant before he can complete and sign off on delivery instruction set out in the
HK Removal Request Form.
(3) Upon receipt of the HK Removal Request Form, the relevant share certificate(s), the
bank drafts for the fees in the amount as prescribed by the Hong Kong Share
Registrar, if applicable and where appropriate, the completed instrument of
transfer(s) executed by HKSCC Nominees and the securities holder, the Hong Kong
Share Registrar will take all actions necessary to effect the transfer and removal of
the securities holder’s securities from the Hong Kong Share Register to Branch
Register (Securities Registry).
(4) Hong Kong Share Registrar will notify AIX Registrar of the removal whereupon the
AIX Registrar will then update the AIX Register. Upon completion, the AIX
Registrar will issue the relevant Share certificate(s) in the name of the investor or
the AIX CSD, where the case may be, and deliver the Share certificate(s) to the
investor or the AIX CSD.
LISTINGS, REGISTRATION, DEALINGS AND SETTLEMENT
– 509 –


--- page 521 ---
(5) Upon receipt of the relevant documents and prescribed payment from the AIX
Registrar, AIX CSD shall credit the specified number of Shares into the investor’s
securities account or sub-account with a AIX depositary agent. The investor should
ensure that the shares are credited to his securities account or sub-account with a
AIX depository agent before dealing in Shares.
Under normal circumstances, steps contemplated in paragraphs (1) to (4) above generally
require 13 Business Days to complete.
Transferring Shares Trading on the AIX to the Stock Exchange
A securities holder who holds the securities trading on the AIX and who intends to trade
the Securities on the Stock Exchange must effectuate removal of the securities from the Branch
Register (Securities Registry) maintained by AIX Registrar and reposition the shares to
Hong Kong Share Register and deposit the shares into CCASS. Such removal and deposit of
the securities would involve the following procedures:
(1) If the securities holder’s securities have been deposited with AIX CSD, the
securities holder must first withdraw securities from AIX CSD by submitting via
AIX CSD Participant to AIX CSD (i) a Withdrawal of Securities Form available
from AIX CSD; (ii) an instrument transfer; and (iii) a bank draft for the amount as
prescribed by AIX CSD from time to time.
(2) The securities holder must complete and submit a securities removal and transfer
and delivery form (the “ AIX Removal Request Form ” provided by AIX Registrar),
together with the bank drafts for the fees in the amount as prescribed by AIX
Registrar Fees Schedule from time to time to AIX Registrar.
(3) AIX CSD will then send the duly completed instrument of transfer from AIX CSD
together with the relevant share certificate(s) registered under the name of AIX CSD
to the AIX Share Registrar directly.
(4) Upon receipt of the duly completed instrument of transfer from AIX CSD and the
AIX Removal Request Form together with the bank drafts for the fees in the amount
as prescribed by AIX Registrar Fees Schedule from time to time, AIX Registrar will
remove securities from the Branch Register (Securities Registry) and inform the
Hong Kong Share Registrar to enter such securities into the Hong Kong Share
Register.
LISTINGS, REGISTRATION, DEALINGS AND SETTLEMENT
– 510 –


--- page 522 ---
(5) Upon receipt of the notification and documents referred to in paragraph (3) above
and where appropriate the relevant payments, AIX Registrar shall effect the transfer
and removal of securities from the Branch Register (Securities Registry) and the
Hong Kong Share Registrar will update the Hong Kong Share Register and issue
share certificate(s) in the name of the securities holder and will charge the HK
repositioning fees when the shareholder/HK agent comes to collect the certificate(s),
with payment made by bank draft in Hong Kong dollars made payable to
Computershare Hong Kong Investor Services Limited. If the Hong Kong
certificate(s) needs to be sent by post, Hong Kong Share Registrar will collect the
fees from the registered shareholder prior to sending the certificate.
(6) If the securities holder’s securities upon being registered in Hong Kong are to be
deposited with CCASS, the securities holder must deposit securities into CCASS for
crediting to the relevant CCASS investor participant stock account or the relevant
designated CCASS Participant’s stock account. In order to deposit securities into
CCASS, the securities holder should execute an instrument of transfer that is in use
in Hong Kong and can be obtained from the office of the Hong Kong Share Registrar
and deliver it together with the share certificate(s) issued by the Hong Kong Share
Registrar to HKSCC directly if securities are to be deposited into CCASS for
crediting to CCASS investor participant stock account or via a CCASS participant
if securities are to be credited to a designated CCASS Participant’s stock account.
Under normal circumstances, steps (1) to (5) generally require 8 business days to
complete, unless otherwise provided in AIX Registrar Rules, AIX CSD Business Rules, and
related procedures and agreements.
LISTINGS, REGISTRATION, DEALINGS AND SETTLEMENT
–5 1 1–


--- page 523 ---
The following diagrams illustrate (i) the procedure for transfer of Shares from the Stock
Exchange or the AIX and (ii) the registration of Shares on the Stock Exchange and the AIX.
(i) Procedure of Transfer of Shares from the Stock Exchange or the AIX
• Hong Kong Share
 Registrar removes Shares
 from the Hong Kong Share
 Register and inform the
 AIX Registrar
 to enter such shares into
 the Branch Register
• AIX Registrar updates the
 Branch Register and issue
 share certificate in the
 name of the investor
Investor Hong Kong
Share Registrar
(Hong Kong
Share Register)
• AIX Registrar removes
 Shares from the Branch
 Register and inform the
 Hong Kong Share
 Registrar to enter such
 shares into the Hong Kong
 Share Register
• Hong Kong Share
 Registrar updates the
 Hong Kong Share Register
 and issue share certificate
 in the name of the investor
Submits AIX Removal Request Form
Investor
maintains
maintains
Issuer
AIX Registrar
(Branch Register) Register of the Shareholders in the territory of AIFC
Submits HK Removal
Request Form
Register of the Shareholders in Hong Kong
(ii) Registration of Shares on the Stock Exchange and the AIX
Hong Kong
Share Registrar
(Hong Kong Share Register)
Issuer
Gives instruction to issue
the number of shares to be listed
 on the AIX Register of the
Shareholders
in the territory of AIFC
Registers the number of
shares to be listed on AIX
Gives instruction to issue
the number of shares to be listed
on the Stock Exchange
Register of the
 Shareholders
in Hong Kong
Registers the number of shares
to be listed on Stock Exchange
AIX Registrar
(Branch Register)
LISTINGS, REGISTRATION, DEALINGS AND SETTLEMENT
– 512 –


--- page 524 ---
Stamp Duty
Any transfer or dealings of Shares that are registered on the Hong Kong Share Register
will be subject to Hong Kong stamp duty, which currently includes a stamp duty of HK$5.00
per transfer instrument and ad valorem stamp duty on both the buyer and seller charged at the
rate of 0.1 percent each of the consideration or, if higher, the fair value of the Shares
transferred.
Transfer or dealings of Shares on the AIX will not be subject to Kazakhstan stamp duty.
Cost of removal and transfer of Shares
Shareholders should note that the Hong Kong Share Registrar will charge HK$2,000 for
each removal of Shares from/to Hong Kong Share Register and a fee of HK$20 (or such higher
fee as may from time to time be permitted under the Listing Rules) for each Share certificate
canceled or issued by it and any applicable fee as stated in the removal request forms used in
Hong Kong or the AIX.
In addition, the AIX Registrar will charge USD15 per instruction for transfer of
instruments from the AIX Registrar to the account of the AIX CSD. The fee will be charged
from each participant taking part in the respective settlement transaction per settled instruction.
As agreed between the Company and the AIX Registrar, there will be annual fee with
discount charged on the Company which includes all services provided by the AIX Registrar.
Subject to any future amendments of the fee arrangements and save for the transfer from the
AIX Registrar to the account of AIX CSD, no fee will be incurred for any instruction for
removal or transfer of Shares from the AIX Registrar.
Hypothetical scenario where the Shares listed on the AIX are transferred to the Stock
Exchange
According to AIX Admissions and Disclosure Standards for Issuers (the “ ADS”), for
equity securities to be admitted to the trading on AIX, as part of the liquidity requirement,
sufficient supply and demand must exist to facilitate the reliable price formation (ADS 4.1). To
meet this requirement, an issuer must satisfy the AIX that (a) it will have a sufficient minimum
number of bona fide equity securities holders, each holding equity securities of the issuer with
a value of at least USD2,000, or (b) sufficient price formation will likely be maintained
including, if appropriate, through the appointment of one or more market makers, in agreement
between AIX, market maker and the issuer (ADS 4.1.2(1)). At the same time, according to ADS
5.1.3, an issuer may not need to maintain a minimum number of shareholders required by ADS
post admission to trading on the AIX so long as there is an orderly and liquid market in the
issuer’s securities as determined by the AIX. In considering this rule, the AIX would generally
consider the number of security holders of the issuer, the number of outstanding securities and
the liquidity of the securities. The AIX may require the issuer to appoint one or more market
makers if the liquidity condition materially deviates from the above requirement (ADS 5.1.5).
LISTINGS, REGISTRATION, DEALINGS AND SETTLEMENT
– 513 –


--- page 525 ---
Such market maker commits to post price spreads within a maximum limit and minimum
volume limits as determined by AIX (ADS 4.1.5). There is no pre-set specific trading volume
requirements for equity securities in the AIX regulations. The AIX has specific requirements
only for market maker who has an obligation to provide bid and offer quotes continuously
during the market making period (Trading Rules of AIX (“ TRD”) 14.3). These requirements
are determined individually for each equity security.
In the hypothetical situation that all Shares listed on the AIX are transferred to the Stock
Exchange for trading, for the purposes of determining the free float (i.e. public float under the
Listing Rules), the AIX will take into account the total liquidity on the two exchanges (ADS
4.1.4(G)), and this will not result in a delisting from the AIX. Even if the Shares are delisted
from the AIX, such delisting will not terminate the Listing Exemption for trading of Shares on
the Stock Exchange. The Shares would still be considered as “included on Official List of AIX”
in the event that all of them are transferred from the AIX to the Stock Exchange.
Subscription of Shares on the Stock Exchange and the AIX
It is permissible for investors (whether in and outside of Kazakhstan) to subscribe for
both Shares to be listed on the Stock Exchange and the AIX. Whether investor could subscribe
on both the Stock Exchange and the AIX would depend on the infrastructure being available
for the investors to subscribe for Shares on both exchanges. For instance, to subscribe for
Shares listed on the AIX, investors in Kazakhstan shall enter into an agreement for brokerage
services with broker(s) in Kazakhstan. To subscribe for Shares listed on the Stock Exchange,
investors in Kazakhstan shall enter into an agreement for brokerage services with broker(s) in
Kazakhstan who has access to the Stock Exchange or shall enter into an agreement for
brokerage services with broker(s) in Hong Kong.
LISTINGS, REGISTRATION, DEALINGS AND SETTLEMENT
– 514 –


--- page 526 ---
The following is the text of a report set out on pages I-1 to I-3, received from the
Company’ s reporting accountant, PricewaterhouseCoopers, Certified Public Accountants,
Hong Kong, for the purpose of incorporation in this prospectus. It is prepared and addressed
to the directors of the Company and to the Sole Sponsor pursuant to the requirements of HKSIR
200, Accountants’ Reports on Historical Financial Information in Investment Circulars as
issued by the Hong Kong Institute of Certified Public Accountants.
ACCOUNTANT’S REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF JIAXIN INTERNATIONAL RESOURCES INVESTMENT LIMITED
AND CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG
SECURITIES LIMITED
Introduction
We report on the historical financial information of Jiaxin International Resources
Investment Limited (the “Company”) and its subsidiaries (together, the “Group”) set out on
pages I-4 to I-56, which comprises the consolidated statements of financial position as at
December 31, 2022, 2023 and 2024 and June 30, 2025, the company statements of financial
position as at December 31, 2022, 2023 and 2024 and June 30, 2025, the consolidated
statements of comprehensive loss, the consolidated statements of changes in equity and the
consolidated statements of cash flows for each of the years ended December 31, 2022, 2023
and 2024 and the six months ended June 30, 2025 (the “Track Record Period”) and material
accounting policy information and other explanatory information (together, the “Historical
Financial Information”). The Historical Financial Information set out on pages I-4 to I-56
forms an integral part of this report, which has been prepared for inclusion in the prospectus
of the Company dated August 20, 2025 (the “Prospectus”) in connection with the initial listing
of shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited.
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of Historical Financial
Information that gives a true and fair view in accordance with the basis of preparation sets out
in Note 2.1 to the Historical Financial Information, and for such internal control as the
directors determine is necessary to enable the preparation of Historical Financial Information
that is free from material misstatement, whether due to fraud or error.
APPENDIX I ACCOUNTANT’S REPORT
– I-1 –


--- page 527 ---
Reporting accountant’s responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200, Accountants’ Reports on Historical
Financial Information in Investment Circulars as issued by the Hong Kong Institute of
Certified Public Accountants (“HKICPA”). This standard requires that we comply with ethical
standards and plan and perform our work to obtain reasonable assurance about whether the
Historical Financial Information is free from material misstatement.
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the
reporting accountant’s judgment, including the assessment of risks of material misstatement of
the Historical Financial Information, whether due to fraud or error. In making those risk
assessments, the reporting accountant considers internal control relevant to the entity’s
preparation of Historical Financial Information that gives a true and fair view in accordance
with the basis of preparation sets out in Note 2.1 to the Historical Financial Information in
order to design procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the entity’s internal control. Our work also
included evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the directors, as well as evaluating the overall presentation of
the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the
accountant’s report, a true and fair view of the financial position of the Company as at
December 31, 2022, 2023 and 2024 and June 30, 2025 and the consolidated financial position
of the Group as at December 31, 2022, 2023 and 2024 and June 30, 2025 and of its consolidated
financial performance and its consolidated cash flows for the Track Record Period in
accordance with the basis of preparation set out in Note 2.1 to the Historical Financial
Information.
Review of stub period comparative financial information
We have reviewed the stub period comparative financial information of the Group which
comprises the consolidated statements of comprehensive loss, the consolidated statements of
changes in equity and the consolidated statements of cash flows for the six months ended June
30, 2024 and other explanatory information (the “Stub Period Comparative Financial
Information”). The directors of the Company are responsible for the preparation of the Stub
Period Comparative Financial Information in accordance with the basis of preparation set out
in Note 2.1 to the Historical Financial Information. Our responsibility is to express a
conclusion on the Stub Period Comparative Financial Information based on our review. We
conducted our review in accordance with Hong Kong Standard on Review Engagements 2410,
Review of Interim Financial Information Performed by the Independent Auditor of the Entity
APPENDIX I ACCOUNTANT’S REPORT
– I-2 –


--- page 528 ---
as issued by the HKICPA. A review consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in accordance with
Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion. Based on our review, nothing has come to our
attention that causes us to believe that the Stub Period Comparative Financial Information, for
the purposes of the accountant’s report, is not prepared, in all material respects, in accordance
with the basis of preparation set out in Note 2.1 to the Historical Financial Information.
Report on matters under the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (the “Listing Rules”) and the Companies (Winding Up
and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Historical
Financial Statements as defined on page I-4 have been made.
Dividends
We refer to Note 12 to the Historical Financial Information which states that no dividends
have been paid or declared by the Company in respect of the Track Record Period.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, August 20, 2025
APPENDIX I ACCOUNTANT’S REPORT
– I-3 –


--- page 529 ---
I. HISTORICAL FINANCIAL INFORMATION OF THE GROUP
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountant’s report.
The Historical Financial Information in this report was prepared by the directors of Jiaxin
International Resources Investment Limited (the “Company”) based on the previously issued
consolidated financial statements for each of the years ended December 31, 2022, 2023 and
2024 (“Historical Financial Statements”) and consolidated management accounts of the Group
for the six months ended June 30, 2025. The previously issued consolidated financial
statements were audited by PricewaterhouseCoopers in accordance with Hong Kong Standards
on Auditing. The details of the statutory auditors of these companies are set out in Note 28 to
the Historical Financial Information.
The Historical Financial Information is presented in HK dollars and all values are
rounded to the nearest thousand (HK$’000) except when otherwise indicated.
APPENDIX I ACCOUNTANT’S REPORT
– I-4 –


--- page 530 ---
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Y ear ended December 31, Six months ended June 30,
Note 2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(unaudited)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 –––– 126,313
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 –––– (108,332)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 17,981
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (41,061) (67,854) (75,940) (33,241) (60,499)
Other losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 (34,029) (9,437) (83,749) (30,158) (27,200)
Operating loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(75,090) (77,291) (159,689) (63,399) (69,718)
Finance income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 5,293 1,908 78 70 19
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 (24,653) (4,746) (16,918) (1,640) (19,856)
Finance costs, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 (19,360) (2,838) (16,840) (1,570) (19,837)
Loss before income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(94,450) (80,129) (176,529) (64,969) (89,555)
Income tax credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 –––– 82,566
Loss for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(94,450) (80,129) (176,529) (64,969) (6,989)
Other comprehensive income
Items that may be reclassified to profit
or loss
Exchange differences on translation of
foreign operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,179 (2,950) 17,076 5,715 (9,818)
Other comprehensive income/(loss)
for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,179 (2,950) 17,076 5,715 (9,818)
Total comprehensive loss for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(90,271) (83,079) (159,453) (59,254) (16,807)
Loss for the year/period
attributable to:
Equity holders of the Company /H1118/H1118/H1118/H1118/H1118 (93,661) (78,920) (172,970) (63,617) (5,996)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(789) (1,209) (3,559) (1,352) (993)
(94,450) (80,129) (176,529) (64,969) (6,989)
Total comprehensive loss for the
year/period attributable to:
Equity holders of the Company /H1118/H1118/H1118/H1118/H1118 (89,630) (81,840) (156,579) (58,076) (15,529)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(641) (1,239) (2,874) (1,178) (1,278)
(90,271) (83,079) (159,453) (59,254) (16,807)
Losses per share for loss attributable
to equity holders of the Company
(expressed in HK$ per share)
Basic and diluted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 (7,961) (6,708) (14,702) (5,407) (510)
APPENDIX I ACCOUNTANT’S REPORT
– I-5 –


--- page 531 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at December 31,
As at
June 30,
Note 2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
ASSETS
Non-current assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 267,441 1,001,693 1,494,752 1,685,167
Subsurface use rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 11,498 11,683 10,075 10,187
Prepayments and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 271,464 399,964 268,128 303,706
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 – – – 81,901
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118550,403 1,413,340 1,772,955 2,080,961------- ------- ------- -------
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 – – 12,941 94,611
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 – – – 47,087
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 4,628 9,973 36,844 36,538
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 1,400 1,454 668 6,839
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 99,496 476,687 41,440 32,662
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105,524 488,114 91,893 217,737-------
------- ------- -------
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118655,927 1,901,454 1,864,848 2,298,698
EQUITY/(DEFICIT)
Equity attributable to equity holders of
the Company
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 267,254 465,653 465,653 465,653
Other reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,333 2,413 18,804 9,271
Accumulated losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(239,894) (318,814) (491,784) (497,780)
32,693 149,252 (7,327) (22,856)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,647) (2,886) (5,760) (7,038)
Total equity/(deficit) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,046 146,366 (13,087) (29,894)------- ------- ------- -------
LIABILITIES
Non-current liabilities
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 20,777 70,937 46,708 51,922
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 381,346 1,616,687 1,470,386 1,615,989
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118402,123 1,687,624 1,517,094 1,667,911-------
------- ------- -------
Current liabilities
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 – – – 76,199
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 37,377 31,950 86,464 70,322
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 – – 31,783 165,414
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 1 2–––
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 – 3,246 184,643 279,094
Amounts due to shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831(b) 185,269 32,268 57,951 69,652
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118222,758 67,464 360,841 660,681------- ------- ------- -------
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118624,881 1,755,088 1,877,935 2,328,592
Total equity/(deficit) and liabilities /H1118/H1118/H1118/H1118 655,927 1,901,454 1,864,848 2,298,698
Net current (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(117,234) 420,650 (268,948) (442,944)
APPENDIX I ACCOUNTANT’S REPORT
– I-6 –


--- page 532 ---
COMPANY STATEMENTS OF FINANCIAL POSITION
As at December 31,
As at
June 30,
Note 2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
ASSETS
Non-current assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 81 61 21 0
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 23,468 23,468 23,468 23,468
Amounts due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 539,928 1,677,146 1,962,692 2,215,361
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118563,404 1,700,630 1,986,172 2,238,839------- ------- ------- -------
Current assets
Amounts due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 1,120 151,428 23 26
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 1,435 7,822 11,089 16,521
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 4 1 6–––
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 91,615 10,574 2,258 9,049
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894,586 169,824 13,370 25,596-------
------- ------- -------
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118657,990 1,870,454 1,999,542 2,264,435
EQUITY
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 267,254 465,653 465,653 465,653
Accumulated losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 (186,505) (257,691) (201,773) (191,883)
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,749 207,962 263,880 273,770
LIABILITIES
Non-current liabilities
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 381,346 1,616,687 1,470,386 1,615,989------- ------- ------- -------
Current liabilities
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 10,626 10,291 22,682 25,930
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 – 3,246 184,643 279,094
Amounts due to shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831(b) 185,269 32,268 57,951 69,652
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118195,895 45,805 265,276 374,676-------
------- ------- -------
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118577,241 1,662,492 1,735,662 1,990,665
Total equity and liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118657,990 1,870,454 1,999,542 2,264,435
Net current (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(101,309) 124,019 (251,906) (349,080)
APPENDIX I ACCOUNTANT’S REPORT
– I-7 –


--- page 533 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to equity holders of the Company
Share
capital
Currency
translation
differences
Accumulated
losses Total
Non-
controlling
interests
Total
equity/
(deficit)
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
As at January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118267,254 1,302 (146,233) 122,323 (1,006) 121,317
Comprehensive loss
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (93,661) (93,661) (789) (94,450)
Other comprehensive income:
– Currency translation
differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,031 – 4,031 148 4,179
As at December 31, 2022 /H1118/H1118/H1118/H1118267,254 5,333 (239,894) 32,693 (1,647) 31,046
As at January 1, 2023 /H1118/H1118/H1118/H1118/H1118/H1118267,254 5,333 (239,894) 32,693 (1,647) 31,046
Comprehensive loss
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (78,920) (78,920) (1,209) (80,129)
Other comprehensive income:
– Currency translation
differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (2,920) – (2,920) (30) (2,950)
Transactions with equity
holders of the Company
Capital contributions (Note 19) /H1118/H1118198,399 – – 198,399 – 198,399
As at December 31, 2023 /H1118/H1118/H1118/H1118465,653 2,413 (318,814) 149,252 (2,886) 146,366
As at January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118465,653 2,413 (318,814) 149,252 (2,886) 146,366
Comprehensive loss
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (172,970) (172,970) (3,559) (176,529)
Other comprehensive income:
– Currency translation
differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 16,391 – 16,391 685 17,076
As at December 31, 2024 /H1118/H1118/H1118/H1118/H1118465,653 18,804 (491,784) (7,327) (5,760) (13,087)
(Unaudited)
As at January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118465,653 2,413 (318,814) 149,252 (2,886) 146,366
Comprehensive loss
Loss for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (63,617) (63,617) (1,352) (64,969)
Other comprehensive income:
– Currency translation
differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,541 – 5,541 174 5,715
As at June 30, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118465,653 7,954 (382,431) 91,176 (4,064) 87,112
As at January 1, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118465,653 18,804 (491,784) (7,327) (5,760) (13,087)
Comprehensive loss
Loss for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (5,996) (5,996) (993) (6,989)
Other comprehensive income:
– Currency translation
differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (9,533) – (9,533) (285) (9,818)
As at June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118465,653 9,271 (497,780) (22,856) (7,038) (29,894)
APPENDIX I ACCOUNTANT’S REPORT
– I-8 –


--- page 534 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended December 31, Six months ended June 30,
Note 2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
Cash flows from operating
activities
Cash (used in)/generated
from operations /H1118/H1118/H1118/H1118/H1118/H1118/H111826(a) (47,507) (62,718) (63,154) (27,788) 15,554
Net cash (used in)/generated
from operating activities /H1118/H1118 (47,507) (62,718) (63,154) (27,788) 15,554
------ ------- ------ ------ -----
Cash flows from investing
activities
Payments for purchase of
property, plant and
equipment and subsurface
use rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826(c) (317,659) (757,954) (447,090) (225,425) (21,467)
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 6,327 2,324 78 70 19
Net cash used in investing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(311,332) (755,630) (447,012) (225,355) (21,448)
------ ------- ------ ------ -----
Cash flows from financing
activities
Capital contributions from
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819(i) – 29,76 5–––
Proceeds from borrowings /H1118/H111826(b) 207,635 1,194,512 141,546 1,675 53,491
Repayments of borrowings /H1118/H111826(b) – – (3,177) (1,268) (23,558)
Increase in amounts due to
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826(b) – 11,614 15,568 – 9,571
Interest paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826(b) (15,169) (34,358) (62,907) (32,207) (33,747)
Payments for upfront
arrangement fee /H1118/H1118/H1118/H1118/H1118/H1118/H1118 (2,407) (9,421) – – –
Principal elements of lease
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826(d) (103) (43) – – –
Payments for listing
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 (75) (4,299) (2,794) (1,741) (4,190)
Net cash generated from/
(used in) financing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189,881 1,187,770 88,236 (33,541) 1,567
------
------- ------ ------ -----
Net change in cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(168,958) 369,422 (421,930) (286,684) (4,327)
Cash and cash equivalents at
beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 287,994 99,496 476,687 476,687 41,440
Effects of exchange rate
changes on cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 (19,540) 7,769 (13,317) (16,778) (4,451)
Cash and cash equivalents at
end of the year/period /H1118/H1118/H1118 99,496 476,687 41,440 173,225 32,662
APPENDIX I ACCOUNTANT’S REPORT
– I-9 –


--- page 535 ---
II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1 GENERAL INFORMATION
Jiaxin International Resources Investment Limited was incorporated in Hong Kong as a limited liability
company under the Hong Kong Companies Ordinance Cap. 622 on August 29, 2014. The address of the Company’s
registered office is 45/F, Office Tower Convention Plaza, 1 Harbour Road, Wan Chai, Hong Kong.
The Company is an investment holding company. The Group is principally engaged in the exploration,
development and operating a tungsten mine (“Boguty tungsten mine”) in the Republic of Kazakhstan (“Kazakhstan”).
During the six months ended June 30, 2025, the Group substantially completed the construction of the mining
infrastructures of the Boguty tungsten mine, and commenced the commercial production and sales of tungsten
concentrate. The principal activities of the subsidiaries are described in Note 28.
Prior to May 31, 2021, Ever Trillion International Limited (“Ever Trillion”) and Jiangxi Copper (Hong Kong)
Investment Company Limited (“JCHK”) held 51% and 49% of the share capital of the Company respectively.
On May 31, 2021, CCECC (H.K.) Limited (“CCECC HK”) and CRCC International Investment Group Limited
(“CRCCII”) subscribed 5% and 10% of the share capital of the Company, at subscription amounts of approximately
HK$89,081,000 and HK$178,163,000, respectively, pursuant to the terms and conditions of an equity investment
agreement dated August 30, 2020. Accordingly, during the Track Record Period, the shareholders of the Company
included Ever Trillion, JCHK, CRCCII and CCECC HK, which held 43.35%, 41.65%, 10% and 5% of the share
capital of the Company respectively. The directors of the Company regarded that there was no ultimate controlling
party for the Group throughout the Track Record Period.
Pursuant to a resolution of the shareholders’ meeting on February 15, 2023, it was resolved to increase the
Company’s share capital through capitalization of amounts due to Ever Trillion and JCHK totaling approximately
HK$168,639,000 and cash contributions from the remaining shareholders totaling approximately HK$29,760,000, in
proportion to their respective shareholdings. There is no change in the respective proportion of the holdings in the
Company among all the shareholders upon completion of this capital contribution.
The Historical Financial Information contained in this Prospectus does not constitute the Company’s statutory
annual consolidated financial statements for any of the financial years ended December 31, 2022, 2023 and 2024 but
is derived from those financial statements. Further information relating to these statutory financial statements
required to be disclosed in accordance with section 436 of the Companies Ordinance is as follows:
As the Company is a private company, it is not required to deliver its financial statements to the Registrar of
Companies, and has not done so.
The Company’s auditor has reported on these financial statements. The auditor’s reports were unqualified; did
not include a reference to any matters to which the auditor drew attention by way of emphasis; and did not contain
a statement under either sections 406(2), 407(2) or (3) of the Companies Ordinance.
2 SUMMARY OF ACCOUNTING POLICIES
The accounting policies applied in the preparation of the Historical Financial Information are set out below.
These policies have been consistently applied throughout the Track Record Period, unless otherwise stated.
2.1 Basis of preparation
The Historical Financial Information of the Group has been prepared in accordance with HKFRS Accounting
Standards as issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and requirements of the
Hong Kong Companies Ordinance Cap. 622. The Historical Financial Information has been prepared under the
historical cost convention.
HKFRS Accounting Standards comprise the following authoritative literature:
 Hong Kong Financial Reporting Standards
 Hong Kong Accounting Standards
 Interpretations developed by the HKICPA.
APPENDIX I ACCOUNTANT’S REPORT
– I-10 –


--- page 536 ---
The preparation of the Historical Financial Information in conformity with HKFRS Accounting Standards
requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the
process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity,
or areas where assumptions and estimates are critical to the Historical Financial Information are disclosed in Note 4.
During the years ended December 31, 2022 and 2023 and 2024 and the six months ended June 30, 2025, the
Group recorded net loss of HK$94,450,000, HK$80,129,000, HK$176,529,000, and HK$6,989,000, respectively, and
the Group recorded net current liabilities and net liabilities of HK$442,944,000 and HK$29,894,000, respectively as
at June 30, 2025 as the Group only commenced the commercial production of the Boguty tungsten mine in a short
period of time during the six months ended June 30, 2025. In preparing this Historical Financial Information, the
directors have taken into account a projected cash flow covering a period of not less than 12 months from June 30,
2025 with projected operating cash inflows, the financial position of the Group as at June 30, 2025, and sources of
financing in the next 12 months from June 30, 2025, including the available banking facilities, funds raising from
issuance of new shares or financial support from its shareholders, and concluded that the Group has sufficient
financial resources to meet its financial obligations for the foreseeable future. Consequently, the Historical Financial
Information has been prepared on a going concern basis, which contemplates the realization of assets and settlement
of liabilities in the normal courses of business.
2.2 New and amended standards and interpretations adopted by the Group
In preparing the Historical Financial Information, the Group has consistently adopted all applicable new and
amended standards that have come into effect during the Track Record Period throughout all the years/periods
presented, except for any amended standards and interpretation that are not yet effective during the Track Record
Period.
2.3 Amended standards and interpretation not yet adopted
The Group has not early adopted the following issued new standards and amendments to standards and
interpretation. Except for the disclosed below, none of these is expected to have any significant impact on the Group
in the current or future reporting periods.
Effective for annual
periods beginning on
or after
Annual Improvements to HKFRS
Accounting Standards /H1118/H1118/H1118/H1118/H1118/H1118
Annual Improvements to HKFRS
Accounting Standards – V olume 11
January 1, 2026
Amendments to HKFRS 9 and
HKFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Amendments to the Classification and
Measurement of Financial Instruments
January 1, 2026
Contracts Referencing Nature – Dependent
Electricity
HKFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in Financial
Statements
January 1, 2027
HKFRS 19 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability:
Disclosures’
January 1, 2027
Amendments to HKAS 28 and
HKFRS 10 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture
To be determined
HKFRS 18 will replace HKAS 1 Presentation of Financial Statements, introducing new requirements that will
help to achieve comparability of the financial performance of similar entities and provide more relevant information
and transparency to users. Even though HKFRS 18 will not impact the recognition or measurement of items in the
financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those
related to the consolidated statement of comprehensive income and providing management-defined performance
measures within the financial statements.
APPENDIX I ACCOUNTANT’S REPORT
– I-11 –


--- page 537 ---
2.4 Material accounting policies
(a) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (the “functional currency”). The
Historical Financial Information are presented in HK$, which is the Company’s functional and the Group’s
presentation currency. The Group changed the functional currency of its major subsidiary in Kazakhstan who
operates the Boguty tungsten mine to Chinese Renminbi (“RMB”) upon the commencement of commercial
production and sales of tungsten concentrate during the six months ended June 30, 2025 after considering the
price of its products sales in the foreseeable future is generally being affected by RMB.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains
and losses resulting from the settlement of such transactions and from the translation of monetary assets and
liabilities denominated in foreign currencies at year/period end exchange rates are generally recognized in
profit or loss.
Foreign exchange gains and losses are presented in the profit or loss on a net basis within other losses,
net.
(iii) Group companies
The results and financial positions of the overseas subsidiaries (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
 assets and liabilities for each statement of financial position presented are translated at the closing
rate at the date of that statements of financial position;
 income and expenses for each statement of comprehensive loss is translated at average exchange
rates during the reporting period (unless this average is not a reasonable approximation of the
cumulative effect of the rates prevailing on the transaction dates, in which case income and
expenses are translated at the dates of the transactions); and
 all resulting currency translation differences are recognized in other comprehensive income.
(b) Property, plant and equipment
Property, plant and equipment is stated at historical cost less depreciation and impairment losses, if any.
Historical cost includes expenditure that is directly attributable to the acquisition of the items and costs incurred in
bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended
by management. The cost of property, plant and equipment includes the estimated cost of mine rehabilitation,
restoration and dismantling.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and
maintenance are charged to profit or loss during the financial period in which they are incurred.
APPENDIX I ACCOUNTANT’S REPORT
– I-12 –


--- page 538 ---
Depreciation is calculated using the following method to allocate their costs, net of their residual values, over
their useful life as follows:
Buildings and infrastructures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Straight-line over 10-15 years
Mining development assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Units-of-production
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Straight-line over shorter of remaining period
of subsurface use rights or 20 years
Vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Straight-line over 4-15 years
Computer equipment and others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Straight-line over 2-8 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount (Note 2.4(d)).
Gains and losses on disposals are determined by comparing the proceeds with the carrying amounts. These are
included in the profit or loss.
Exploration and evaluation assets
Exploration and evaluation activities include expenditure to identify potential mineral resources,
determine the technical feasibility and assess the commercial viability of the potential mineral resources.
Exploration and evaluation costs that are incurred before the Group has obtained the legal right to
explore an area or are incurred up to and including the pre-feasibility phase, are recognized in the profit or loss.
Subsequent exploration and evaluation costs are capitalized as exploration and evaluation asset.
Exploration and evaluation assets are treated as tangible assets and classified as part of property, plant
and equipment. As the assets are not yet ready for use, they are not depreciated.
Exploration and evaluation assets are carried forward if the rights to the area of interest are current and
the expenditures are expected to be recouped through successful development and exploitation of the area of
interest, or alternatively by the sale of the asset. Exploration and evaluation assets shall no longer be classified
as such when the technical feasibility and commercial viability of extracting a mineral resource are
demonstrable.
Once the technical feasibility and commercial viability of the development of an area of interest are
demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for
impairment and then reclassified to mining development assets within property, plant and equipment.
Exploration and evaluation assets are tested by the Group for impairment whenever facts and
circumstances indicate assets’ impairment. An impairment loss is recognized for the amount by which
exploration and evaluation assets, carrying amount exceeds their recoverable amount. The recoverable amount
is higher of the exploration and evaluation assets’ fair value less costs to sell and their value in use.
Development assets and construction in progress
Mining development assets comprised the amounts transferred from exploration and evaluation assets,
subsequent stripping costs and all subsequent expenditures to develop the mine in production phase. On
completion of development, expenditures classified as construction in progress will be reclassified to mining
assets.
Mining development assets and construction in progress is stated at cost less any impairment losses and
is not depreciated. Cost also comprises the direct construction costs and capitalized borrowing costs on related
borrowing to finance the construction.
APPENDIX I ACCOUNTANT’S REPORT
– I-13 –


--- page 539 ---
(c) Subsurface use rights
Subsurface use rights of the Group which were granted until 2040, are stated at cost less accumulated
amortization and impairment, if any. The acquisition cost of subsurface use right includes the subscription bonus,
commercial discovery bonus and acquisition cost of subsurface use rights.
The subsurface use right is amortized using the unit-of-production method, based on lower of the volume of
ore reserves or ore permitted to be mind as stipulated in the subsurface use right, from the time of beginning of
tungsten ore mining.
(d) Impairment of non-financial assets
Intangible assets that are not yet available for use are not subject to amortization and are tested annually for
impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other
assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may
not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds
its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value
in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets
(cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for
possible reversal of the impairment at the end of each reporting period.
(e) Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined on the weighted average
basis and, in the case of work in progress and finished goods, comprises direct materials, direct labor, overburden
removal, mining, processing, and an appropriate proportion of production overheads, mine rehabilitation costs
incurred in the extraction process and other fixed and variable costs directly related to mining activities. Net
realizable value is based on estimated selling prices less any estimated costs to be incurred to completion and
disposal.
(f) Provisions and contingent liabilities
Provisions are recognized when the Group has a present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been
reliably estimated. Provisions are not recognized for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement
is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of
an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation
using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the
obligation. The increase in the provision due to passage of time is recognized as interest expense.
Asset retirement obligations
Asset retirement obligations which meet the criteria of provisions are recognized as provisions and the
amount recognized is the present value of the estimated future expenditure relating to the rehabilitation,
restoration and dismantling of areas disturbed during the mine’s operations up to the reporting date but not yet
rehabilitated. The estimated future expenditures includes the cost of recontouring, top soiling and revegetation
to meet legislative requirements and is determined in accordance with assets conditions and legal requirements.
Interest expenses from the assets retirement obligations for each period are recognized with the effective
interest method during the useful life of the related property, plant and equipment. Uncertainty exists as to the
amount of asset retirement obligations that will be incurred due to the impact of changes in environmental
legislation, and many other factors, including future developments, changes in technology, price increases and
changes in interest rates. The amount of the provision relating to mine rehabilitation, restoration and
dismantling obligations is recognized at the commencement of the mining project and/or construction of the
assets where a legal or constructive obligation exists at that time.
APPENDIX I ACCOUNTANT’S REPORT
– I-14 –


--- page 540 ---
The provision is recognized as a liability, separated into current (estimated expenditure arising within
12 months) and non-current components, based on the expected timing of these cash flows. A corresponding
asset is included in property, plant and equipment, only to the extent that it is probable that future economic
benefits associated with the restoration expenditure will flow to the entity, otherwise a corresponding expense
is recognized in the profit or loss. The capitalized cost of this asset is recognized in property, plant and
equipment and is amortized over the life of the mine. At each reporting date, the rehabilitation liability is
remeasured in line with changes in discount rates, and timing or amounts of the costs to be incurred.
If a decrease in the provision exceeds the carrying amount of the property, plant and equipment
recognized corresponding to the provision, the excess shall be recognized immediately in profit or loss. If the
conditions for the recognition of the provisions are not met, the expenditures for asset retirement will be
expensed in profit or loss when occurred.
(g) Borrowings and borrowings costs
Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the
redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest
method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent
that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the
draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn
down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to
which it relates.
Borrowings are removed from consolidated statements of financial position when the obligation specified in
the contract is discharged, canceled or expired. The difference between the carrying amount of a financial liability
that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognized in profit or loss as finance costs.
Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily
take a substantial time to get ready for intended use or sale (qualifying assets) are capitalized. Other borrowing costs
are expensed in the period in which they are incurred. Capitalization of borrowing costs includes capitalizing foreign
exchange differences relating to borrowings to the extent that they are regarded as an adjustment to interest costs.
The gains and losses that are an adjustment to interest costs include the interest rate differential between borrowing
costs that would be incurred if the entity borrowed funds in its functional currency, and borrowing costs actually
incurred on foreign currency borrowings.
The commencement date for capitalization is when (a) the Group incurs expenditures for the qualifying asset;
(b) it incurs borrowing costs; and (c) it undertakes activities that are necessary to prepare the asset for its intended
use or sale.
(h) Revenue
Revenue from contracts with customers is recognized when control of goods or services is transferred to the
customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those
goods or services. Revenue is presented net of value-added tax (“V AT”), returns and discounts.
When the consideration in a contract includes a variable amount, the amount of consideration is estimated to
which the Group will be entitled in exchange for transferring the goods or services to the customer. The variable
consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue
reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the
variable consideration is subsequently resolved.
The Group recognize the sales of goods, tungsten concentrate, at the point in time when control of the goods
is transferred to the customers, generally on delivery of goods and the transfer of the legal ownership to the
customers.
APPENDIX I ACCOUNTANT’S REPORT
– I-15 –


--- page 541 ---
(i) Employee benefits
(i) Pension obligations
The Group participates in various defined contribution retirement benefit plans schemes which are
available to all relevant employees. These plans are generally funded through payments to schemes established
by governments or trustee-administered funds. A defined contribution plan is a pension plan under which the
Group pays contributions on a mandatory, contractual or voluntary basis into a separate fund. The Group has
no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to
pay all employees the benefits relating to employee services in the current and prior years. The Group’s
contributions to the defined contribution plans are expensed or capitalized into cost of assets as incurred and
not reduced by contributions forfeited by those employees who leave the plans prior to vesting fully in the
contributions. No forfeited contributions have been utilized by the Group to reduce the existing contributions.
(ii) Employee leave entitlements
Employee entitlements to annual leave are recognized when they accrue to employees. A provision is
made for the estimated liability for annual leave as a result of services rendered by employees up to the balance
sheet date.
Employee entitlements to sick leave and maternity leave are not recognized until the time of leave.
(iii) Discretionary bonus
Discretionary bonus is accrued for the year/period in which the associated services are rendered by
employees of the Group.
Liabilities for discretionary bonus are expected to be settled within twelve months and are measured at
the amounts expected to be paid when they are settled.
(j) Current and deferred income tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based
on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities
attributable to temporary difference and unused tax losses.
(i) Current income tax
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting period in the country/area where the Company or its subsidiaries operate and
generate taxable income. Management periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation and considers whether it is probable
that a taxation authority will accept an uncertain tax treatment. The Group measures its tax balances either
based on the most likely amount or the expected value, depending on which method provides a better
prediction of the resolution of the uncertainty.
(ii) Deferred income tax
Deferred income tax is recognized, using the liability method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred
income tax is not accounted for if it arises from the initial recognition of goodwill or of an asset or liability
in a transaction other than a business combination that at the time of the transaction neither accounting nor
taxable profit or loss is affected and does not give rise to equal taxable and deductible temporary differences.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted
by the end of the reporting period and are expected to apply when the related deferred income tax asset is
realized or the deferred income tax liability is settled.
Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit
will be available to utilize those temporary differences and tax losses.
APPENDIX I ACCOUNTANT’S REPORT
– I-16 –


--- page 542 ---
Deferred tax liabilities and assets are not recognized for temporary differences between the carrying
amount and tax bases of investments in foreign operations where the Company is able to control the timing
of the reversal of the temporary differences and it is probable that the differences will not reverse in the
foreseeable future.
(iii) Offsetting
Deferred income tax assets and liabilities are offset where there is a legally enforceable right to offset
current tax assets and current tax liabilities where the deferred income taxes assets and liabilities relate to
income tax levied by the same taxation authority. Current tax assets and current tax liabilities are offset where
the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the
asset and settle the liability simultaneously.
Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items
recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other
comprehensive income or directly in equity, respectively.
2.5 Other accounting policies
(a) Principles of consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the
Group is exposed to, or has right to, variable returns from its involvement with the entity and has the ability
to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group. They are deconsolidated from the date that control
ceases.
Intercompany transactions, balances and unrealized gains on transactions between group companies are
eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of
the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the
consolidated statements of comprehensive loss, consolidated statements of changes in equity and financial
position respectively.
Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as
transactions with equity owners of the Group. A change in ownership interest results in an adjustment between
the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the
subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any
consideration paid or received is recognized in a separate reserve within equity attributable to owners of the
Company.
When the Group ceases to consolidate or equity account for an investment because of a loss of control,
any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognized
in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently
accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts
previously recognized in other comprehensive income in respect of that entity are accounted for as if the Group
had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in
other comprehensive income are reclassified to profit or loss or transferred to another category of equity as
specified/permitted by applicable HKFRS Accounting Standards.
Separate financial statements
Investments in subsidiaries are accounted for at cost less any impairment. Cost also includes direct
attributable costs of investment. The results of subsidiaries are accounted for by the Company on the basis of
dividend received and receivable.
APPENDIX I ACCOUNTANT’S REPORT
– I-17 –


--- page 543 ---
Impairment testing of the investments in subsidiaries is required upon receiving dividends from these
investments if the dividend exceeds the total comprehensive income of the subsidiary in the period the
dividend is declared or if the carrying amount of the investment in the separate financial statements exceeds
the carrying amount in the consolidated financial statements of the investee’s net assets including goodwill.
(b) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker (“CODM”). The CODM, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the directors of the Company that make strategic
decisions.
(c) Investments and other financial assets
(i) Classification
The Group classifies its financial assets as financial assets at amortized cost or fair value. The
classification depends on the Group’s business model for managing the financial assets and the contractual
terms of the cash flows.
(ii) Recognition and derecognition
Financial assets are recognized on trade-date, the date on which the Group occurs transactions with
other parties. Financial assets are derecognized when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Group has transferred substantially all the risks and rewards of
ownership.
(iii) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition
of the financial asset.
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the
asset and the cash flow characteristics of the asset. The Group classifies its debt instruments into the
measurement category of amortized cost.
Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows
represent solely payments of principal and interest are measured at amortized cost. Interest income from these
financial assets is included in finance income using the effective interest rate method. Any gain or loss arising
on derecognition is recognized directly in profit or loss and presented in other (losses)/gains, net together with
foreign exchange gains and losses, net. Impairment losses are presented as separate line item in the statements
of comprehensive loss.
(iv) Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt
instruments carried at amortized cost. The impairment methodology applied depends on whether there has been
a significant increase in credit risk.
(v) Offsetting financial instruments
Financial assets and liabilities are offset, and the net amount reported in the statement of financial
position when there is a legally enforceable right to offset the recognized amounts, and there is an intention
to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right
must not be contingent on future events and must be enforceable in the normal course of business and in certain
circumstances, such as default, insolvency, bankruptcy or termination of a contract.
APPENDIX I ACCOUNTANT’S REPORT
– I-18 –


--- page 544 ---
(d) Trade receivables
Trade receivables are amounts due from sale of goods in the ordinary course of business. If collection of trade
receivables is expected in one year or less (or any in the normal operating cycle of the business if longer), they are
classified as current assets. If not, they are presented as non-current assets.
Trade receivables are recognized initially at the amount of consideration that is unconditional unless they
contain significant financing components, when they are recognized at fair value. The Group holds the trade
receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at
amortized cost using the effective interest method.
(e) Cash and cash equivalents
Cash and cash equivalents include cash at bank and on hand, deposits held at call with banks and other highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of
cash and which are subject to an insignificant risk of changes in value.
(f) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are
shown in equity as a deduction, net of tax, from the proceeds.
(g) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial
year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within
12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at
amortized cost using the effective interest method.
(h) Leases
Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset
is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance
cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s
useful life and the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities
include the net present value of the following lease payments:
 fixed payments (including in-substance fixed payments), less any lease incentives receivable;
 variable lease payment that are based on an index or a rate
 amounts expected to be payable by the Group under residual value guarantees
 the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and
 payments of penalties for terminating the lease, if the lease term reflects the Group exercising that
option.
Lease payments to be made under reasonably certain extension options are also included in the measurement
of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily
determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being
the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value
to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
APPENDIX I ACCOUNTANT’S REPORT
– I-19 –


--- page 545 ---
To determine the incremental borrowing rate, the Group:
 where possible, uses recent third-party financing received by the individual lessee as a starting point,
adjusted to reflect changes in financing conditions since third party financing was received
 uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held
by the subsidiaries of the Group which does not have recent third-party financing, and
 makes adjustments specific to the lease, such as: term, country, currency and security.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss
over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability
for each period.
The Group generally does not have any early termination options. However, in case of certain leases the Group
has extension option exercisable at the discretion of the Group, such extension options allow for operational
flexibility in managing the Group’s assets. Where the Group assesses at lease commencement date that it is
reasonably certain to exercise the extension options, rentals during the extension period are included in determination
of lease liability.
Right-of-use assets are measured at cost comprising the following:
 the amount of the initial measurement of lease liability
 any lease payments made at or before the commencement date less any lease incentives received
 any initial direct costs, and
 restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on
a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset’s useful life.
Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are
recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of
12 months or less.
The Group does not present right-of-use assets separately in the statement of financial position, and include
right-of-use assets within the same line item as that within which the corresponding underlying assets would be
presented if they were owned.
(i) Finance income
Finance income on financial assets at amortized cost calculated using the effective interest method is
recognized in profit or loss as part of finance income.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial
asset except for financial assets that subsequently become credit impaired. For credit-impaired financial assets the
effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss
allowance).
(j) Losses per share
(i) Basic losses per share
Basic losses per share is calculated by dividing the profit attributable to owners of the Company,
excluding any costs of servicing equity other than ordinary shares by the weighted average number of ordinary
shares outstanding during the financial year/period, adjusted for bonus elements in ordinary shares issued
during the year and excluding treasury shares.
APPENDIX I ACCOUNTANT’S REPORT
– I-20 –


--- page 546 ---
(ii) Diluted losses per share
Diluted losses per share adjusts the figures used in the determination of basic losses per share to take
into account:
 the after-income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares, and
 the weighted average number of additional ordinary shares that would have been outstanding
assuming the conversion of all dilutive potential ordinary shares.
3 FINANCIAL RISK MANAGEMENT
3.1 Financial risk factors
The Group’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk
(including foreign exchange risk and interest rate risk). The Group has in place controls to manage these risks to an
acceptable level without affecting its business. Management continually monitors the Group’s risk management
process to ensure that an appropriate balance between risk and control is achieved. Risk management policies and
systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group’s overall
risk management function focuses on the unpredictability of financial markets and seeks to minimize potential
adverse effects on the Group’s financial performance.
The Group sets financial risk management policies in accordance with policies and procedures approved by the
Board of Directors. The Board of Directors identifies and evaluates any financial risks in close co-operation with the
Group’s operating units and provides written principles for overall risk management.
Financial risk management of the Group is carried out by the finance department of the Group. The finance
department undertakes regular reviews of risk management controls and procedures which are reported to the
management.
(a) Credit risk
Credit risk of the Group mainly arises from its trade receivables, other receivables and cash and cash
equivalents.
The Group has policies in place to ensure that sales on credit terms are made to customers with an appropriate
credit history and the Group performs periodic credit evaluations of its customers. Majority of the sales proceeds of
the tungsten concentrate are collectible within a few days after delivery with the remaining balance on credit terms
within 15 days from the issuance of final billing statement to the customers. Normally the Group does not require
collaterals from trade debtors.
All the bank balances of the Group are held in reputable bank with sound creditability and other receivables
are only made with counterparties with an appropriate credit history. The Group performs periodic credit evaluations
of its counterparties.
For trade receivables, the Group applies the simplified approach to providing for expected credit losses
prescribed by HKFRS 9, which permits the use of the lifetime expected loss provision. The credit loss for trade
receivables is assessed with similar risk characteristics on a pool basis mainly based on external credit rating
information and consideration of current and future economic conditions.
Expected credit loss (“ECL”) of financial assets at amortized cost other than trade receivables
Impairment on financial assets at amortized cost other than trade receivables are measured using
three-stages general approach ECL assessment, the Group assesses whether their credit risk has increased
significantly since their initial recognition, and applies a three-stage impairment model to calculate their
impairment allowance and recognize their ECL, as follows:
– Stage 1: If the credit risk has not increased significantly since its initial recognition, the financial
asset is included in stage 1.
APPENDIX I ACCOUNTANT’S REPORT
– I-21 –


--- page 547 ---
– Stage 2: If the credit risk has increased significantly since its initial recognition but is not yet
deemed to be credit impaired, the financial instrument is included in stage 2. The description of
how the Group determines when a significant increase in credit risk has occurred is disclosed in
the following section of “judgment of significant increase in credit risk”.
– Stage 3: If the financial instruments are credit-impaired, the financial instruments are included in
stage 3. The definition of credit-impaired financial assets is disclosed in the following section of
“the definition of credit-impaired assets”.
The Group considers the credit risk characteristics of different financial instruments when determining
if there is significant increase in credit risk. For financial instruments with or without significant increase in
credit risk, 12-month or lifetime expected credit losses are provided respectively.
The expected credit loss is the result of discounting the product of exposure at default, probabilities of
default (“PD”) and loss given default (“LGD”). According to whether the credit risk has increased significantly
or whether the assets have been impaired, the Group measures the loss allowance with the expected credit
losses of 12-month or the lifetime due to the credit risk characteristics of different assets.
Judgment of significant increase in credit risk (“SICR”)
Under HKFRS 9, when considering the impairment stages for financial assets, the Group evaluates the
credit risk at initial recognition and also whether there is any significant increase in credit risk for each
reporting period. The Group considers various reasonable supporting information to judge if there is
significant increase in credit risk when determining the ECL staging for financial assets. Major factors being
considered include solvency and operational capabilities. The Group could base on individual financial
instruments or portfolios of financial instruments with similar credit risk characteristics to determine ECL
staging by comparing the credit risks of the financial instruments at the reporting date with those at initial
recognition.
The Group sets quantitative and qualitative criteria to judge whether the credit risk has SICR after initial
recognition. The judgment criteria mainly include the PD changes of the debtors, changes of credit risk
categories and other indicators of SICR, etc.
The definition of credit-impaired assets
Under HKFRS 9, in order to determine whether credit impairment occurs, the defined standards adopted
by the Group are consistent with the internal credit risk management objectives for relevant financial assets,
while considering quantitative and qualitative indicators. When the Group assesses whether the debtor has
credit impairment, the following factors are mainly considered:
 The debt has overdue for more than 90 days after the contract payment date.
 The lender gives the debtor concessions for economic or contractual reasons due to the debtor’s
financial difficulties, where such concessions are normally reluctant to be made by the lender.
 The debtor has significant financial difficulties.
 The debtor is likely to go bankrupt or needs other financial restructuring.
The credit impairment of financial assets may be caused by the joint effects of multiple events and may
not be caused by separately identifiable events.
Forward-looking information
The historical loss rates are adjusted to reflect current and forward-looking information on
macroeconomic factors affecting the ability of the debtors to settle the receivables.
The Group comprehensively considers internal and external data, expert forecasts and statistical analysis
to determine the relationship between economic indicators with PD and LGD. The Group evaluates and
forecasts these economic indicators at least annually, provides the best estimates for the future, and regularly
evaluates the results.
APPENDIX I ACCOUNTANT’S REPORT
– I-22 –


--- page 548 ---
Similar to other economic forecasts, the estimates of economic indicators have high inherent
uncertainties, actual results may have significant difference with estimates. The Group considered the
estimates above represented the optimal estimation of possible outcomes.
Credit risk exposure of financial assets
Without considering the impact of collateral and other credit enhancement, for on-balance sheet assets,
the maximum exposures are based on net carrying amounts as reported in the consolidated financial statements.
Concentration of credit risk reflects the sensitivity of the Group’s operating results to a particular
customer, industry or geographic location.
The directors of the Company consider the probability of default upon initial recognition of an asset and
whether there has been significant increase in credit risk on an ongoing basis. To assess whether there is a
significant increase in credit risk, the Company compares risk of a default occurring on the asset at the end
of the reporting period with the risk of default as at the date of initial recognition. The indicators incorporated
included actual or expected significant adverse changes in business, financial economic conditions that are
expected to cause a significant change to the counterparty’s ability to meet its obligations; actual or expected
significant changes in the operating results of the counterparty; and significant changes in the expected
performance and behavior of the counterparty, including changes in the payment status of the counterparty.
Trade receivables
The Group assesses the expected credit losses on trade receivable based on external credit rating
information of the debtors and consideration of current and future economic conditions. To measure the
expected credit losses, trade receivables have been grouped with similar risk characteristics and, collectively
or individually, assessing them for likelihood of recovery.
For trade receivables relating to accounts in which there are objective evidence that the debtor faces
significant financial difficulties or significant doubt on the collectability, they are assessed individually for
impairment allowance.
No loss allowances were provided on trade receivables as the directors are of the opinion that the risk
of default by the counterparty is not significant, taking into account forward-looking information on
macroeconomics factors.
Cash and cash equivalents
As at December 31, 2022, 2023 and 2024 and June 30, 2025, all of the Group’s cash at bank was placed
with reputable banks with sound credit quality, no recent history of default and there was no increase in credit
risk of these financial institutions. Accordingly, management does not expect that there would be any losses
from non-performance by these financial institutions and the credit risk related to cash and cash equivalents
was remote and no provision for allowance is made.
Other receivables
As at December 31, 2022, 2023 and 2024 and June 30, 2025, all of the other receivables of the Group
are considered at stage 1 in accordance with HKFRS 9 and there are no significant increase in credit risk of
the counterparties. Accordingly, management considered that the exposure to loss arising from the
non-performance by the counterparties were minimal and no provision for allowance is made.
Amounts due from subsidiaries
As at December 31, 2022, 2023 and 2024 and June 30, 2025, the Company has assessed that the
expected loss rate for amounts due from its subsidiaries were low as the Company did not expect there are
significant difficulty for its subsidiaries to meet their obligations in the future. Thus the loss allowance is
immaterial and no loss allowance provision for amounts due from subsidiaries was recognized during the Track
Record Period.
APPENDIX I ACCOUNTANT’S REPORT
– I-23 –


--- page 549 ---
(b) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and the
availability of funding through facilities provided by banks as well as the provision of sufficient financial support
by its shareholders.
The tables below analyze the Group’s financial liabilities into relevant maturity groups based on the remaining
period at the end of the reporting periods to the contractual maturity date. The amounts disclosed in the table are the
contractual undiscounted cash flows.
Less than
1 year
Between
1 and
2 years
Between
2 and
5 years
Over
5 years Total
Carrying
amount
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At December 31, 2022
Amounts due to shareholders /H1118/H1118/H1118/H1118/H1118188,438 – – – 188,438 185,269
Other payables (excluding employee
benefit payables and other tax
payable and asset retirement
obligation) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,753 8,682 6,405 – 45,840 44,044
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,902 7,040 252,259 138,764 401,965 381,346
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112 – – – 112 112
223,205 15,722 258,664 138,764 636,355 610,771
At December 31, 2023
Amounts due to shareholders /H1118/H1118/H1118/H1118/H111833,397 – – – 33,397 32,268
Other payables (excluding employee
benefit payables and other tax
payable and asset retirement
obligation) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,130 33,838 27,248 – 86,216 78,781
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869,058 116,513 1,679,193 – 1,864,764 1,619,933
127,585 150,351 1,706,441 – 1,984,377 1,730,982
At December 31, 2024
Amounts due to shareholders /H1118/H1118/H1118/H1118/H111859,701 – – – 59,701 57,951
Other payables (excluding employee
benefit payables and other tax
payable and asset retirement
obligation) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,055 28,934 3,353 – 102,342 99,627
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118239,630 249,721 1,305,059 – 1,794,410 1,655,029
369,386 278,655 1,308,412 – 1,956,453 1,812,607
At June 30, 2025
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876,199 – – – 76,199 76,199
Amounts due to shareholders /H1118/H1118/H1118/H1118/H111871,790 – – – 71,790 69,652
Other payables (excluding employee
benefit payables and other tax
payable and asset retirement
obligation) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,001 38,463 – – 97,464 93,703
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118336,416 570,612 1,095,894 – 2,002,922 1,895,083
543,406 609,075 1,095,894 – 2,248,375 2,134,637
APPENDIX I ACCOUNTANT’S REPORT
– I-24 –


--- page 550 ---
(c) Market risk
(i) Foreign exchange risk
The Group’s foreign currency transactions are mainly denominated in Euro (“EUR”), RMB, United
States dollar (“US$”) and Kazakhstan Tenge (“KZT”). Foreign exchange risk arises when future commercial
transactions or recognized monetary assets or liabilities of a group entity are denominated in a currency other
than its functional currency.
The Group manages its foreign exchange risk by performing regular reviews of the Group’s net foreign
exchange exposures and may enter into certain forward foreign exchange contracts, when necessary, to manage
its exposure against EUR, RMB, US$ and KZT and to mitigate the impact on exchange rate fluctuations.
During the Track Record Period, no forward foreign exchange contracts had been entered into by the Group.
As at December 31, 2022, 2023 and 2024 and June 30, 2025, the Group’s major monetary
assets/liabilities are dominated in the following currencies, other than HK$:
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Monetary assets
denominated in
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118774 449,084 2,246 197
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,027 1,981 38,275 70,731
US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,458 26,247 141 7,764
KZT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,004 442 1,014 2,991
Monetary liabilities
denominated in
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118391,106 1,625,692 1,532,025 1,715,661
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,960 68,754 230,293 285,339
US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118102,796 19,979 21,446 29,797
KZT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,538 24,332 28,754 85,974
During the years ended December 31, 2022, 2023 and 2024, the Group is primarily exposed to foreign
exchange risk with respect to EUR, US$ and RMB against HK$, the functional currency of the Company, and
EUR, US$ and RMB against KZT, the functional currency of the subsidiary operates Boguty tungsten mine.
During the six months ended June 30, 2025, the Group is primarily exposed to foreign exchange risk with
respect to EUR, US$ and RMB against HK$, the functional currency of the Company, and EUR, US$ and KZT
against RMB, the functional currency of the subsidiary operates Boguty tungsten mine. The net exposure of
foreign exchange risk were listed below:
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Net amounts of monetary
assets/(liabilities)
denominated in the
following currencies
against HK$
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,740) (23,676) 62,415 129,713
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,146 (439) 15,558 (72,462)
US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118,311 217,057 216,078 222,919
APPENDIX I ACCOUNTANT’S REPORT
– I-25 –


--- page 551 ---
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Net amounts of monetary
assets/(liabilities)
denominated in the
following currencies
against KZT
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(384,439) (1,151,137) (1,590,099) N/A
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(30,736) (66,255) (182,296) N/A
US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(154,316) (210,787) (237,329) N/A
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Net amounts of monetary
assets/(liabilities)
denominated in the
following currencies
against RMB
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A N/A N/A (1,842,546)
US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A N/A N/A (244,873)
KZT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A N/A N/A (85,296)
The sensitivity of profit or loss to changes in the exchange rates of foreign currencies against HK$, KZT
and RMB are as below.
Decrease/(increase) on loss for the year/period ended
December 31, June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Exchange of the following
currencies against HK$:
EUR – increase 10% /H1118/H1118/H1118/H1118/H1118 (574) (2,368) 6,242 12,971
– decrease 10% /H1118/H1118/H1118/H1118 574 2,368 (6,242) (12,971)
RMB – increase 5% /H1118/H1118/H1118/H1118/H1118 1,257 (22) (778) (3,623)
– decrease 5% /H1118/H1118/H1118/H1118/H1118(1,257) 22 778 3,623
Exchange of the following
currencies against KZT:
EUR – increase 10% /H1118/H1118/H1118/H1118/H1118(38,444) (115,114) (159,010) N/A
– decrease 10% /H1118/H1118/H1118/H1118 38,444 115,114 159,010 N/A
US$ – increase 10% /H1118/H1118/H1118/H1118/H1118(15,432) (21,079) (23,733) N/A
– decrease 10% /H1118/H1118/H1118/H1118/H111815,432 21,079 23,733 N/A
RMB – increase 10% /H1118/H1118/H1118/H1118 (3,074) (6,626) (18,230) N/A
– decrease 10% /H1118/H1118/H1118/H1118 3,074 6,626 18,230 N/A
Exchange of the following
currencies against RMB:
EUR – increase 10% /H1118/H1118/H1118/H1118/H1118 N/A N/A N/A (184,255)
– decrease 10% /H1118/H1118/H1118/H1118 N/A N/A N/A 184,255
US$ – increase 5% /H1118/H1118/H1118/H1118/H1118/H1118N/A N/A N/A (12,244)
– decrease 5% /H1118/H1118/H1118/H1118/H1118 N/A N/A N/A 12,244
KZT – increase 10% /H1118/H1118/H1118/H1118/H1118/H1118N/A N/A N/A 8,530
– decrease 10% /H1118/H1118/H1118/H1118/H1118/H1118N/A N/A N/A (8,530)
APPENDIX I ACCOUNTANT’S REPORT
– I-26 –


--- page 552 ---
The fluctuation of the exchange rate of US$ against HK$ has insignificant impact on the financial
performance of the Group as HK$ exchange rate remains stable within a band against US$ due to Hong Kong
linked exchange rate system.
(ii) Interest rate risk
The Group has no significant interest-bearing assets except for cash and cash equivalents, details of
which have been disclosed in Note 18.
Borrowings carried at floating rates expose the Group to cash flow interest rate risk whereas those
carried at fixed rates expose the Group to fair value interest rate risk. The exposure of the Group’s borrowings
to interest rate changes of the borrowings at the end of each reporting period are as follows:
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Variable rate borrowings /H1118/H1118/H1118/H1118 – 1,222,770 1,147,303 1,302,775
Fixed rate borrowings –
maturity dates:
Less than 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,246 184,643 279,093
1 – 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118244,710 393,917 323,083 313,215
Over 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118136,636 – – –
381,346 1,619,933 1,655,029 1,895,083
During the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and
2025, should the interest rate of borrowings with floating rate be increased/decreased by 50 basis points with
all other factors remain unchanged and without taking into account interest capitalization, the finance costs of
the Group would be increased/decreased by approximately nil, HK$2,779,000, HK$5,997,000, HK$2,986,000
and HK$2,975,000, respectively.
The Group closely monitors trend of interest rate and its impact on the Group’s interest rate risk
exposure. The Group currently has not used any interest rate swap arrangements but will consider hedging
interest rate risk should the need arise.
3.2 Capital risk management
The Group’s main objective when managing capital is to maximize shareholders’ returns and at the same time
conduct its business within prudent guidelines. Management strives to maintain an optimal capital structure so as to
maximize shareholder value. To achieve this, the Group may adjust the amount of dividend payment, issuance of new
shares and new debt as well as obtain financial support from its immediate holding companies.
The Group also monitors capital on the basis of gearing ratio. This ratio is calculated as net debt divided by
total capital. Net debt is calculated as lease liabilities, borrowings and amounts due to shareholders less cash and cash
equivalents. Total capital is calculated as “Total equity/(deficit)”, as shown in the consolidated statements of financial
position plus net debt.
As at December 31, 2022, 2023 and 2024 and June 30, 2025, the gearing ratio was as follows:
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 1 2–––
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118381,346 1,619,933 1,655,029 1,895,083
Amounts due to shareholders /H1118/H1118/H1118/H1118/H1118185,269 32,268 57,951 69,652
Less: Cash and cash equivalents /H1118/H1118/H1118 (99,496) (476,687) (41,440) (32,662)
Net debt /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118467,231 1,175,514 1,671,540 1,932,073
Total equity/(deficits) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,046 146,366 (13,087) (29,894)
Total capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118498,277 1,321,880 1,658,453 1,902,179
Gearing ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894% 89% 101% 102%
APPENDIX I ACCOUNTANT’S REPORT
– I-27 –


--- page 553 ---
The decrease in the gearing ratio as at December 31, 2023 was mainly due to the capital contributions from
the shareholders (Note 19).
The increase in the gearing ratio as at December 31, 2024 was mainly due to increase in borrowings (Note 21)
and decrease in equity due to loss incurred for the year.
The increase in the gearing ratio as at June 30, 2025 was mainly due to increase in borrowings (Note 21) and
increase in deficit due to loss incurred for the period.
3.3 Fair value estimation
As at December 31, 2022, 2023 and 2024 and June 30, 2025, the Group did not have any financial instruments
that are measured at fair value in the consolidated statements of financial position.
The directors of the Company consider that, except for the borrowings (Note 21), the carrying amounts of
financial assets and liabilities recorded at amortized cost in the consolidated statements of financial position
approximate their fair values due to their short maturity.
4 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The Group makes estimates, judgments and assumptions concerning the future. The resulting accounting
estimates and judgments will, by definition, seldom equal the related actual results. The estimates, judgments and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are set out below.
(a) Impairment of non-financial assets
The Group assesses at the end of each reporting period whether there are any indicators of impairment for all
non-financial assets. Management’s judgments are required in assessing whether an event has occurred that may
indicate that the related asset values may not be recoverable. Internal and external sources of information are
reviewed at each reporting date for indications.
For the impairment indication assessment undertaken on the property, plant and equipment, subsurface use
rights, and the related prepayments to contractors and suppliers for the construction of mining assets and deductible
value-added tax, below external and internal sources of information was considered:
(a) observable indications that the asset’s value has declined significantly more than expected.
(b) significant changes with an adverse effect in the technological, market, economic or legal environment.
(c) market interest rates have increased and those increases are likely to affect the asset’s recoverable
amount materially.
(d) the carrying amount of the net assets of the entity is more than its market capitalization.
(e) evidence is available of obsolescence or physical damage of an asset.
(f) significant changes with an adverse effect including the asset becoming idle, plans to discontinue or
restructure the operation to which an asset belongs, plans to dispose of an asset before the previously
expected date, and reassessing the useful.
(g) evidence is available from internal reporting that indicates that the economic performance of an asset
is, or will be, worse than expected.
Additionally, the Group also considered the indicators specifically for exploration and evaluation assets:
(a) the period for which the entity has the right to explore in the specific area has expired during the period
or will expire in the near future, and is not expected to be renewed;
(b) substantive expenditure on further exploration for and evaluation of mineral resources in the specific
area is neither budgeted nor planned;
APPENDIX I ACCOUNTANT’S REPORT
– I-28 –


--- page 554 ---
(c) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of
commercially viable quantities of mineral resources and the entity has decided to discontinue such
activities in the specific area;
(d) sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the
carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from
successful development or by sale.
The non-financial assets (other than goodwill) are tested for impairment when there are indicators that the
carrying amounts may not be recoverable. An impairment exists when the carrying value of an asset or a
cash-generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and
its value in use. The calculation of the fair value less costs of disposal is based on available data from binding sales
transactions at arm’s length of similar assets or observable market prices less incremental costs for disposing of the
asset. When value in use calculations is undertaken, management estimates the expected future cash flows from the
asset or cash-generating unit and chooses a suitable discount rate to calculate the present values of those cash flows.
As at December 31, 2022, 2023 and 2024 and June 30, 2025, the Group assessed each of the above factors and
concluded that there is no indicators of impairment for the non-financial assets including property, plant and
equipment (Note 13), subsurface use rights (Note 14), prepayments to contractors and suppliers (Note 17) and
deductible value-added tax (Note 17).
(b) Provisions for asset retirement obligations
Asset retirement obligations which meet the criteria of provisions are recognized as provisions and the amount
recognized is the present value of the estimated future expenditure relating to the rehabilitation, restoration and
dismantling of areas disturbed during the mine’s operations up to the reporting date but not yet rehabilitated. The
estimated future expenditures include the cost of recontouring, top soiling and revegetation to meet legislative
requirements and are determined in accordance with assets conditions and legal requirements.
Uncertainty exists as to the amount of asset retirement obligations that will be incurred due to the impact of
changes in environmental legislation, and many other factors, including future developments, changes in technology,
price increases and changes in interest rates.
(c) Current and deferred income tax
The Group is subject to income taxes in different tax jurisdiction. Significant judgment is required in
determining provision for income taxes. There are many transactions and calculations for which the ultimate tax
determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated
tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these
matters is different from the amounts that were initially recorded, such differences will impact the income tax and
deferred tax provisions in the year in which such determination is made.
Deferred income tax assets relating to certain temporary differences and tax losses are recognized when
management considers it is probable that future taxable profits will be available against which the temporary
differences or tax losses can be utilized. When the expectation is different from the original estimate, such differences
will impact the recognition of deferred income tax assets and taxation charges in the year/period in which such
estimate is charged. During the six months ended June 30, 2025, the Group recognized deferred assets on tax losses
based on its estimation of the amounts of future taxable profits upon the commencement of commercial production
of the Boguty tungsten mine.
5 SEGMENT INFORMATION AND REVENUE
The Group is principally engaged in the exploration, development and mining of production of Tungsten ore
in Kazakhstan. CODM reviews the operating results of the business as one operating segment to make decisions about
resources to be allocated as the Group currently focus on the operation of its Boguty tungsten mine. Therefore, the
CODM regards that there is only one segment which is used to make strategic decisions.
The Group’s non-current assets were primarily located in Kazakhstan and therefore no geographical
information is presented.
APPENDIX I ACCOUNTANT’S REPORT
– I-29 –


--- page 555 ---
During the Track Record Period, the Group recognized the following revenue:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
Sales of tungsten
concentrate – recognized
at a point in time /H1118/H1118/H1118/H1118/H1118 –––– 126,313
For the six months ended June 30, 2025, all of the Group’s revenue were derived from transactions with a
single customer.
6 EXPENSES BY NATURE
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
Consumables costs /H1118/H1118/H1118/H1118/H1118 –––– 93,670
Stripping costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 44,656
Energy costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 16,566
Employee benefit expenses
(including directors’
emoluments) (Note 8) /H1118/H1118 26,172 26,818 39,542 14,367 39,956
Changes in finished goods
and work in progress /H1118/H1118/H1118 –––– (90,244)
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118557 19,077 11,535 7,450 13,462
Mining evaluation
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 431 466 466 –
Insurance expenses /H1118/H1118/H1118/H1118/H11181,435 3,214 3,193 1,664 1,622
Traveling and business
conference expenses /H1118/H1118/H1118 3,110 2,922 3,266 1,187 1,967
Legal and professional
fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,847 2,537 3,412 916 1,125
Depreciation (Note 13) /H1118/H1118/H1118 723 1,658 1,845 874 25,653
Amortization (Note 14) /H1118/H1118 –––– 6 9
Contribution to local
community /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118526 3,768 3,079 606 8
Auditors’ remuneration /H1118/H1118/H1118 820 820 738 410 410
Office expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118839 674 754 232 4,091
Short-term lease expenses /H1118 925 563 919 309 473
Transportation and
delivery cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 7 7 4
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,107 5,372 7,191 4,760 14,573
41,061 67,854 75,940 33,241 168,831
APPENDIX I ACCOUNTANT’S REPORT
– I-30 –


--- page 556 ---
7 OTHER GAINS/LOSSES, NET
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
Foreign exchange losses,
net (note 9(a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118(32,511) (9,555) (84,813) (30,502) (25,158)
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,518) 118 1,064 344 (2,042)
(34,029) (9,437) (83,749) (30,158) (27,200)
8 EMPLOYEE BENEFIT EXPENSES (INCLUDING DIRECTORS’ EMOLUMENTS)
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
Wages, salaries and
bonuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,508 17,086 31,208 10,252 30,566
Staff welfare expenses /H1118/H1118/H1118 2,634 3,122 4,195 1,927 4,574
Pensions (note (a)) /H1118/H1118/H1118/H1118/H11182,206 2,630 1,306 526 1,428
Other social security costs,
housing benefits /H1118/H1118/H1118/H1118/H1118/H11183,824 3,980 2,833 1,662 3,388
26,172 26,818 39,542 14,367 39,956
Less: Staff cost capitalized
as inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (4,633)
26,172 26,818 39,542 14,367 35,323
(a) Pensions — defined contribution plans
The Group provides retirement benefits to all eligible Hong Kong employees under the Mandatory Provident
Fund (“MPF Scheme”). Under the MPF Scheme, the Group and its employees make monthly contributions to the
MPF Scheme at 5% of the employees’ salaries as defined under the Mandatory Provident Fund legislation.
Contributions of both the Hong Kong subsidiaries and their employees are subject to a maximum of HK$1,500 per
month and thereafter contributions are voluntary and are not subject to any limitation. The MPF Scheme is
administered by an independent trustee and its assets are held separately from those of the Group.
In accordance with the legal requirements of Kazakhstan, the Group withholds pension contribution from
employees’ salary and transfers them to the Unified Accumulative Pension Fund. Upon retirement of employees, all
pension payments are administered by Unified Accumulative Pension Fund.
As stipulated by rules and regulations in the People’s Republic of China (“PRC”), the Group contributes to
state-sponsored retirement schemes for its employees in the PRC. The Group’s Chinese employees make monthly
contributions to the scheme’s certain percentage of the relevant income (comprising wages, salaries, allowances and
bonus, and subject to maximum caps), while the Group also contributes certain percentage of such relevant income,
subject to certain ceiling and has no further obligations for the actual payment of post-retirement benefits beyond the
contributions. The state-sponsored retirement schemes are responsible for the entire post-retirement benefit
obligations payable to the retired employees.
APPENDIX I ACCOUNTANT’S REPORT
– I-31 –


--- page 557 ---
(b) Five highest paid individuals
The five individuals whose emoluments were the highest in the Group for the Track Record Period including
1 director for each of the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024
and 2025, respectively whose emoluments are reflected in the analysis shown in Note (c) below.
The emoluments paid and payables to the remaining four highest paid individuals for each of the years ended
December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025 are as follows:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
Salaries, wages, and
bonuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,203 3,483 4,088 1,490 1,899
Pension /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118345 341 382 33 28
Other social security costs,
housing benefits /H1118/H1118/H1118/H1118/H1118/H1118244 260 272 70 38
4,792 4,084 4,742 1,593 1,965
The remunerations of the four highest paid non-director individuals during the Track Record Period fell within
the following bands:
Number of individuals
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
(Unaudited)
Emolument bands
Nil – HK$500,000 /H1118/H1118/H1118/H1118/H1118/H1118 –––43
HK$500,001 –
HK$1,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––1
HK$1,000,001 –
HK$1,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118344––
HK$1,500,001 –
HK$2,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H11181––––
44444
APPENDIX I ACCOUNTANT’S REPORT
– I-32 –


--- page 558 ---
(c) Directors’ emoluments
The emoluments of each director of the Company during the Track Record Period are as follows:
Fees
Salary,
allowances
and benefits
in kind (i)
Discretionary
bonus
Contributions
to retirement
benefits
scheme
Others
emoluments Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Y ear ended
December 31, 2022
Chairman of the Board
and Executive Director
Liu Liqiang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 18 639 657
Executive Director
Wang Zhongwei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 731 663 94 50 1,538
Qiu Huaizhi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 475 – 49 66 590
Non-executive Directors
Lian Jie (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Shu Zhiming (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Zha Kebing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
– 1,206 663 161 755 2,785
Y ear ended
December 31, 2023
Chairman of the Board
and Executive Director
Liu Liqiang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 18 633 651
Executive Director
Wang Zhongwei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 690 537 119 54 1,400
Qiu Huaizhi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 488 – 48 69 605
Non-executive Directors
Zha Kebing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Lian Jie (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
– 1,178 537 185 756 2,656
Y ear ended
December 31, 2024
Chairman of the Board
and Executive Director
Liu Liqiang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2 – 18 630 650
Executive Director
Wang Zhongwei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 697 646 122 47 1,512
Qiu Huaizhi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 552 – 30 140 722
Non-executive Directors
Zha Kebing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Lian Jie (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
– 1,251 646 170 817 2,884
APPENDIX I ACCOUNTANT’S REPORT
– I-33 –


--- page 559 ---
Fees
Salary,
allowances
and benefits
in kind (i)
Discretionary
bonus
Contributions
to retirement
benefits
scheme
Others
emoluments Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
Six months ended
June 30, 2024
Chairman of the Board
and Executive Director
Liu Liqiang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––9 2 1 7 2 2 6
Executive Director
Wang Zhongwei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 293 249 47 10 599
Qiu Huaizhi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 242 – 17 29 288
Non-executive Directors
Zha Kebing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Lian Jie (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
– 535 249 73 256 1,113
Six months ended
June 30, 2025
Chairman of the Board
and Executive Director
Liu Liqiang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––9 3 1 2 3 2 1
Executive Director
Wang Zhongwei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 325 308 52 11 696
Qiu Huaizhi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 284 – 14 3 301
Non-executive Directors
Zha Kebing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Lian Jie (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
– 609 308 75 326 1,318
Salaries paid to a director is generally emoluments paid or receivable in respect of that person’s other
services in connection with the management of the affairs of the Company or its subsidiary
undertakings. Allowance and benefits includes housing allowances and other benefits.
(i) Lian Jie was appointed on June 14, 2022.
(ii) Shu Zhiming was resigned on June 14, 2022.
(d) Directors’ retirement and termination benefits
None of the directors received or will receive any retirement and termination benefits during the Track Record
Period.
(e) Consideration provided to third parties for making available directors’ services.
During the Track Record Period, no consideration was provided to or receivable by any third parties for making
available directors’ services.
(f) Information about loans, quasi-loans and other dealings in favor of directors, controlled bodies
corporate by and connected entities with such directors.
No other loans, quasi-loans and other dealing arrangements in favor of the directors, or controlled bodies
corporate by and connected entities with such directors during the Track Record Period.
APPENDIX I ACCOUNTANT’S REPORT
– I-34 –


--- page 560 ---
(g) Directors’ material interests in transactions, arrangements or contracts.
No significant transactions, arrangements and contracts in relation to the Group’s business to which the
Company was a party and in which a director of the Company had a material interest, whether directly or indirectly,
subsisted during the Track Record Period.
9 FINANCE INCOME/(COSTS), NET
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
Finance income:
Interest income on deposits
in financial institutions /H1118 5,293 1,908 78 70 19------ ------ ------ ------ ------
Finance costs:
Interest expenses
(note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(29,224) (40,239) (86,722) (37,892) (34,997)
Unwinding of discount /H1118/H1118/H1118 (311) (4,057) (2,269) (3,652) (268)
Foreign exchange losses,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(583) (9,155) (107,771) – (93,111)
(30,118) (53,451) (196,762)) (41,544) (128,376)
Less: Amount capitalized
(note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,465 48,705 179,844 39,904 108,520
(24,653) (4,746) (16,918) (1,640) (19,856)------ ----- ------ ----- ------
Finance income/(costs),
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(19,360) (2,838) (16,840) (1,570) (19,837)
Notes:
(a) During the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and
2025, interest expenses and foreign exchange losses of approximately HK$5,465,000, HK$48,705,000,
HK$179,844,000, HK$39,904,000 and HK$108,520,000, respectively were capitalized into property,
plant and equipment in relation to the borrowings specifically financed for the construction of mining
assets of the Group.
During the six months ended June 30, 2025, the construction of the mining assets of the Group was
substantially completed and ready for their intended use. Accordingly, no further capitalization of
interest expenses and foreign exchange in relation of the completed construction accordingly.
(b) During the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and
2025, interest expenses in respect of the lease liabilities of HK$12,000, nil, nil, nil and nil, respectively
were included in finance costs.
APPENDIX I ACCOUNTANT’S REPORT
– I-35 –


--- page 561 ---
10 INCOME TAX
Income tax expense is recognized based on management’s best knowledge of the income tax rates expected for
the financial year. Income tax recognized during the Track Record Period is as follows:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
Income tax credit
Deferred tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 82,566
(a) Income tax expenses
(i) Hong Kong profits tax
The Company was incorporated in Hong Kong and is subject to Hong Kong profit tax at an applicable rate of
16.5% during the Track Record Period.
(ii) Kazakhstan profits tax
The subsidiaries in Kazakhstan are subject to Kazakhstan profits tax at an applicable rate of 20% during the
Track Record Period.
(iii) PRC corporate income tax
The subsidiary established in the PRC is subject to PRC corporate income tax at an applicable rate of 25%
during the Track Record Period.
(iv) Luxembourg corporate income tax
The subsidiary established in Luxembourg is subject to the general Luxembourg corporate income tax at an
applicable rate of 15% during the Track Record Period.
(b) The income tax expense on the Group’s loss before income tax differs from the theoretical amount that would
arise using the profit tax rate in Hong Kong as follows:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
Loss before income tax /H1118/H1118/H1118 (94,450) (80,129) (176,529) (64,969) (89,555)
Tax calculated at a tax rate
of 16.5% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,584) (13,221) (29,127) (10,720) (14,777)
Effect of different tax rates
of subsidiaries operating
in other jurisdictions /H1118/H1118/H1118 (762) (1,190) (3,970) (1,538) (1,170)
Expenses not deductible
for tax purposes /H1118/H1118/H1118/H1118/H1118/H11185,887 3,547 2,529 228 3,464
Income not subject to tax /H1118 (938) (5,338) – – (3,320)
Deferred income tax assets
on taxable losses
not recognized /H1118/H1118/H1118/H1118/H1118/H1118/H111811,397 16,202 30,568 12,030 5,765
Recognition and utilization
of deferred income tax
assets previously not
recognized /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (72,528)
Income tax expense /H1118/H1118/H1118/H1118/H1118 –––– (82,566)
APPENDIX I ACCOUNTANT’S REPORT
– I-36 –


--- page 562 ---
During the six months ended June 30, 2025, the Group recognized deferred tax assets on tax losses carried
forward as management considers it is probable that future taxable profits will be available to realize the related tax
benefit upon the commencement of commercial production of Boguty tungsten mine. Apart from that, as at December
31, 2022, 2023 and 2024 and June 30, 2025, the Group had the following unutilized tax losses available for offsetting
against future profits of which no deferred income tax assets were recognized. The expiry period of these tax losses
are as follows:
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Within 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,714 23,379 23,653 –
Within 10 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,543 82,239 191,882 1,700
No expiry date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118154,781 209,277 261,279 294,159
220,038 314,895 476,814 295,859
11 LOSSES PER SHARE
(a) Basic losses per share
Basic losses per share is calculated by dividing the loss attributable to owners of the Company by the weighted
average number of ordinary shares outstanding during the Track Record Period:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
(Unaudited)
Losses
attributable to
the equity
holders of the
Company /H1118/H1118/H1118/H1118HK$’000 (93,661) (78,920) (172,970) (63,617) (5,996)
Weighted average
number of
ordinary shares
in Issue /H1118/H1118/H1118/H1118/H1118Share 11,765 11,765 11,765 11,765 11,765
Basic losses per
share /H1118/H1118/H1118/H1118/H1118/H1118HK$ (7,961) (6,708) (14,702) (5,407) (510)
(b) Diluted losses per share
Diluted losses per share is calculated by adjusting the weighted average number of ordinary shares outstanding
to assume conversion of all dilutive potential ordinary shares.
There are no potential dilutive ordinary shares, and the diluted losses per share are equal to the basic losses
per share.
The basic and diluted loss per share information as presented above has not taken into account the proposed
share subdivision pursuant to the shareholders’ resolution passed on August 15, 2025 because the proposed share
subdivision has not become effective as of the date of this accountant’s report.
12 DIVIDENDS
No dividend has been paid or declared by the Company during the Track Record Period.
APPENDIX I ACCOUNTANT’S REPORT
– I-37 –


--- page 563 ---
13 PROPERTY, PLANT AND EQUIPMENT
Buildings and
infrastructures
Mining
development
assets
Exploration
and evaluation
assets
Right-of-use
assets – office
premises
Motor
vehicles,
computers
and office
equipment
Construction
in progress Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At January 1, 2022
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 18,924 1,091 3,349 41,076 64,440
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118 – – – (882) (307) – (1,189)
Net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 – – 18,924 209 3,042 41,076 63,251
Y ear ended December 31, 2022
Opening net book amount /H1118/H1118/H1118/H1118/H1118 – – 18,924 209 3,042 41,076 63,251
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 11,114 4,670 – 2,748 191,703 210,235
Transfer (note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 619 22,467 (22,467) – 1,204 (1,823) –
Depreciation (Note 6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118 – – – (95) (628) – (723)
Disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (1,225) – (1,225)
Currency translation differences /H1118/H1118 (3) (157) (1,127) (13) (198) (2,599) (4,097)
Closing net book amount /H1118/H1118/H1118/H1118/H1118 616 33,424 – 101 4,943 228,357 267,441
At December 31, 2022
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118616 33,424 – 1,022 5,846 228,357 269,265
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118 – – – (921) (903) – (1,824)
Net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118616 33,424 – 101 4,943 228,357 267,441
Y ear ended December 31, 2023
Opening net book amount /H1118/H1118/H1118/H1118/H1118 616 33,424 – 101 4,943 228,357 267,441
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836 60,348 – – 2,043 668,712 731,139
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,743 –––– (9,743) –
Depreciation (Note 6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118 (637) – – – (1,021) – (1,658)
Disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (102) – – (102)
Currency translation differences /H1118/H1118 23 633 – 1 69 4,147 4,873
Closing net book amount /H1118/H1118/H1118/H1118/H1118 9,781 94,405 – – 6,034 891,473 1,001,693
At December 31, 2023
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,418 94,405 – – 7,970 891,473 1,004,266
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118 (637) – – – (1,936) – (2,573)
Net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,781 94,405 – – 6,034 891,473 1,001,693
Y ear ended December 31, 2024
Opening net book amount /H1118/H1118/H1118/H1118/H1118 9,781 94,405 – – 6,034 891,473 1,001,693
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118509 2,594 – – 849 715,237 719,189
Depreciation (Note 6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118 (644) – – – (1,201) – (1,845)
Currency translation differences /H1118/H1118 (1,332) (13,279) – – (763) (208,911) (224,285)
Closing net book amount /H1118/H1118/H1118/H1118/H1118 8,314 83,720 – – 4,919 1,397,799 1,494,752
At December 31, 2024
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,438 83,720 – – 7,696 1,397,799 1,498,653
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118 (1,124) – – – (2,777) – (3,901)
Net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,314 83,720 – – 4,919 1,397,799 1,494,752
APPENDIX I ACCOUNTANT’S REPORT
– I-38 –


--- page 564 ---
Buildings and
infrastructures
Mining
development
assets Machinery
Right-of-use
assets – office
premises
Motor
vehicles,
computers
and office
equipment
Construction
in progress Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
At January 1, 2024
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,418 94,405 – – 7,970 891,473 1,004,266
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118 (637) – – – (1,936) – (2,573)
Net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,781 94,405 – – 6,034 891,473 1,001,693
Six months ended June 30, 2024
Opening net book amount /H1118/H1118/H1118/H1118/H1118 9,781 94,405 – – 6,034 891,473 1,001,693
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 439 – – 574 272,918 273,931
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(308) – – – (566) – (874)
Currency translation differences /H1118/H1118 (338) (3,431) – – (217) (42,250) (46,236)
Closing net book amount /H1118/H1118/H1118/H1118/H1118 9,135 91,413 – – 5,825 1,122,141 1,228,514
(Unaudited)
At June 30, 2024
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,043 91,413 – – 8,235 1,122,141 1,231,832
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118 (908) – – – (2,410) – (3,318)
Net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,135 91,413 – – 5,825 1,122,141 1,228,514
At January 1, 2025
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,438 83,720 – – 7,696 1,397,799 1,498,653
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118 (1,124) – – – (2,777) – (3,901)
Net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,314 83,720 – – 4,919 1,397,799 1,494,752
Six months ended June 30, 2025
Opening net book amount /H1118/H1118/H1118/H1118/H1118 8,314 83,720 – – 4,919 1,397,799 1,494,752
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118153 671 1,144 – 1,947 123,342 127,257
Transfer upon completion of
construction (note (b)) /H1118/H1118/H1118/H1118/H1118/H11181,299,054 19,405 191,559 – 938 (1,510,956) –
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(18,197) (739) (6,153) – (564) – (25,653)
Written off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (412) – (412)
Currency translation differences /H1118/H1118 40,484 5,424 5,826 – 343 37,146 89,223
Closing net book amount /H1118/H1118/H1118/H1118/H11181,329,808 108,481 192,376 – 7,171 47,331 1,685,167
At June 30, 2025
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,349,018 109,214 198,503 – 10,520 47,331 1,714,586
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118 (19,210) (733) (6,127) – (3,349) – (29,419)
Net book amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,329,808 108,481 192,376 – 7,171 47,331 1,685,167
Notes:
(a) During the year ended December 31, 2022, the exploration and evaluation assets have been transferred to
mining development assets as the technical feasibility and commercial viability of the development of the area
of interest was fully completed and the construction and development of the mining properties have
substantially commenced.
(b) During the six months ended June 30, 2025, the Group substantially completed the construction of the mining
infrastructure of the Boguty tungsten mine in Kazahstan.
(c) Depreciation charges of HK$723,000, HK$1,658,000, HK$1,845,000 and HK$874,000 were included in
administrative expenses during the years ended December 31, 2022, 2023 and 2024 and the six months ended
June 30, 2024, respectively. Depreciation charges of HK$928,000 and HK$24,725,000 were included in
administrative expenses and cost of sales, respectively during the six months ended June 30, 2025.
APPENDIX I ACCOUNTANT’S REPORT
– I-39 –


--- page 565 ---
14 SUBSURFACE USE RIGHTS
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
At January 1
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,283 11,498 11,683 11,683 10,075
Accumulated amortization /H1118 –––––
Net book amount /H1118/H1118/H1118/H1118/H1118/H111812,283 11,498 11,683 11,683 10,075
Y ear ended
December 31/Six
months ended June 30
Opening net book amount /H1118 12,283 11,498 11,683 11,683 10,075
Amortization (Note 6) /H1118/H1118/H1118 –––– (69)
Currency translation
differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(785) 185 (1,608) (422) 181
Closing net book amount /H1118 11,498 11,683 10,075 11,261 10,187
At December 31/June 30
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,498 11,683 10,075 11,261 10,256
Accumulated amortization /H1118 –––– (69)
Net book amount /H1118/H1118/H1118/H1118/H1118/H111811,498 11,683 10,075 11,261 10,187
15 INVENTORIES
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 46,489
Raw materials (consumables, spare
parts and others) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 5,367 48,122
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 7,574 –
– – 12,941 94,611
The cost of inventories amounting to HK$78,100,000 was included in cost of sales during the six months ended
June 30, 2025.
16 TRADE RECEIV ABLES
The Group’s sales of tungsten concentrate are collectible by two instalments of which approximately 70% of
the sales amount are generally collectible within a few days after start of delivery and the remaining balance is
collectible within 15 days from the issuance of final billing statement to the customers.
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Due from a customer — aging
within 3 months based on
recognition date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 47,087
The carrying amounts of trade receivables approximate their fair values and are denominated in RMB.
No impairment loss has been recognized as the expected credit loss is considered minimal as at June 30, 2025
(Note 3.1(a)).
APPENDIX I ACCOUNTANT’S REPORT
– I-40 –


--- page 566 ---
17 PREPAYMENTS, OTHER ASSETS AND OTHER RECEIV ABLES
The Group
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Prepayments and other assets
Included in non-current assets:
Prepayments to contractors and
suppliers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118245,541 290,588 116,758 118,635
Deductible value-added tax /H1118/H1118/H1118/H1118/H111824,693 105,737 149,276 174,270
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,230 3,639 2,094 10,801
271,464 399,964 268,128 303,706------ ------ ------ ------
Included in current assets:
Deferred listing expenses /H1118/H1118/H1118/H1118/H1118/H1118175 6,393 9,642 14,056
Prepayments to suppliers /H1118/H1118/H1118/H1118/H1118/H11182,136 2,073 19,451 17,479
Prepaid insurance fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,260 1,429 1,447 2,465
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,057 78 6,304 2,538
4,628 9,973 36,844 36,538------ ------ ------ ------
276,092 409,937 304,972 340,244
Other receivables
Included in current assets:
Interest receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 1 6–––
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118984 1,454 668 6,839
1,400 1,454 668 6,839
The Company
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Prepaid insurance fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,260 1,429 1,447 2,465
Deferred listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118175 6,393 9,642 14,056
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 1 6–––
1,851 7,822 11,089 16,521
The carrying amounts of other receivables as at December 31, 2022, 2023 and 2024 and June 30, 2025
approximate their fair values.
Other receivables were unsecured, interest-free with no fixed term of repayments.
APPENDIX I ACCOUNTANT’S REPORT
– I-41 –


--- page 567 ---
18 CASH AND CASH EQUIV ALENTS
The Group
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Cash at bank and in hand /H1118/H1118/H1118/H1118/H1118/H1118/H111839,467 476,687 41,440 32,662
Time deposits with original
maturities less than three months
(note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,02 9–––
99,496 476,687 41,440 32,662
Denominated in:
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,186 871 38,029 21,703
US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,327 26,249 141 7,765
KZT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,136 440 1,014 2,991
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118773 449,084 2,246 197
HK$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874 43 10 6
99,496 476,687 41,440 32,662
The Company
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Cash at bank /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,586 10,574 2,258 9,049
Time deposits with original
maturities less than three months
(note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,02 9–––
91,615 10,574 2,258 9,049
Denominated in:
US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865,746 7,888 18 7,706
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,052 192 22 1,180
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118743 2,451 2,207 157
HK$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874 43 11 6
91,615 10,574 2,258 9,049
Note: The effective interest rates of the time deposits with original maturities within three months of the
Company for the years ended December 31, 2022 and 2023 are 2.82% and 3.53%, respectively.
APPENDIX I ACCOUNTANT’S REPORT
– I-42 –


--- page 568 ---
19 SHARE CAPITAL
Number of ordinary
shares Share capital
HK$’000
Issued and fully paid
As at January 1, 2022 and December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,765 267,254
Capital contributions in the year of 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 198,399
As at December 31, 2023 and December 31, 2024 and
June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,765 465,653
The above share capital as at the end of each year comprised of the following registered amounts, which were
translated into HK$ at the transaction rate:
As at December 31, As at June 30,
2022 2023 2024 2025
Amount registered in:
– HK$’000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 10 465,653 465,653
– RMB’000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118220,588 395,588 – –
Notes:
(i) Pursuant to a resolution of the shareholders’ meeting passed on February 15, 2023, the share capital was
increased through
(a) capitalization of amounts of RMB75,863,000 (approximately HK$86,006,000) and
RMB72,887,000 (approximately HK$82,633,000) due from Ever Trillion and JCHK,
respectively; and
(b) contribution by cash of RMB17,500,000 (approximately HK$19,840,000) and RMB8,750,000
(approximately HK$9,920,000) due from CRCCII and CCECC HK, respectively.
These contributions were made by the shareholders based on their respective holdings in the Company’s
share capital. There was no change in the number of shares.
(ii) Pursuant to a written resolution of shareholders on January 24, 2024, the issued share capital of the
Company of HK$10,000 and RMB395,588,000 was converted and redenominated into
HK$465,653,000.
(iii) Pursuant to a written resolution of shareholders on August 15, 2025, each ordinary share in issue of the
Company be sub-divided into 28,000 ordinary shares immediately before the completion of the Listing
(the “Share Subdivision”). Immediately following the Share Subdivision, the Company’s number of
Shares in issue would be changed from 11,765 to 329,420,000.
APPENDIX I ACCOUNTANT’S REPORT
– I-43 –


--- page 569 ---
20 OTHER PAYABLES AND ACCRUALS
The Group
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Construction payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,461 67,851 85,545 66,650
Asset retirement obligation /H1118/H1118/H1118/H1118/H1118/H11182,505 12,637 13,291 13,530
Listing expense payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118400 8,238 10,058 19,758
Employee benefit payables /H1118/H1118/H1118/H1118/H1118/H11182,143 2,228 11,012 7,959
Accrual for loan arrangement fee /H1118/H1118 9,520–––
Other taxes payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,462 9,241 9,243 7,053
Other accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,663 2,692 4,023 7,294
58,154 102,887 133,172 122,244
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,777 70,937 46,708 51,922
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,377 31,950 86,464 70,322
58,154 102,887 133,172 122,244
The Company
Listing expense payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118400 8,238 10,058 19,758
Employee benefit payables /H1118/H1118/H1118/H1118/H1118/H1118 4 4 9,409 4,442
Accrual for loan arrangement fee /H1118/H1118 9,520–––
Other accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118702 2,049 3,215 1,730
10,626 10,291 22,682 25,930
The carrying amounts of other payables and accruals as at December 31, 2022, 2023 and 2024 and June 30,
2025 approximate to their fair values.
21 BORROWINGS
The Group and the Company
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Non-current
– Secured bank loan denominated in
Euro (Note (a)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118381,346 1,616,687 1,470,386 1,615,989------ ------- ------- -------
Current
– Secured bank loan denominated in
Euro – current portion (Note (a)) /H1118 – 3,246 47,408 84,702
– Secured bank loan denominated in
RMB (Note (b)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 31,170 30,408
– Unsecured bank loan denominated
in RMB (Note (c)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 106,065 163,984
– 3,246 184,643 279,094------ ------- ------- -------
381,346 1,619,933 1,655,029 1,895,083
(a) Secured bank loan — Euro
In September 2020, the Company entered into a loan agreement with a bank for a loan facility of EUR188
million for the purpose of financing the costs related to the construction of the Boguty tungsten mine. According to
the loan agreement, the draw down period of the loan facility is 2 years from date of the first drawn down, i.e.
November 2020. The borrowings carried a fixed interest rate of 1% per annum and an upfront arrangement fee of
1.1% on the amount of loan facility.
APPENDIX I ACCOUNTANT’S REPORT
– I-44 –


--- page 570 ---
Every single drawn down of the borrowings is repayable semi-annually by equal installment, starting from 4th
year after the respective dates of drawn down and end of 8th year from the date of first drawn down.
Upon the signing of the loan agreement, the upfront arrangement fee of HK$18,954,000 was accrued and
debited as prepayment (Note 17) and treated as a transaction cost when draw-down occur. In November 2022, the
Group had not drawn down all the facility within the draw-down period thus the remaining upfront arrangement fee
of HK$12,946,000 which is related to the undrawn facility of EUR141,672,000 was charged as finance expense upon
the expiry of the draw-down period (Note 9).
On February 14, 2023, the Group entered into a supplemental agreement with the bank to extend the draw
down period in respect of the unused facility to November 2023. Any loan drawn down under the supplemental
agreement carries a floating rate of Euro short-term rate plus 110 basis point per annum and the other terms remained
the same as the original loan agreement.
During the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025,
bank loans of EUR25,700,000, EUR141,672,000, nil, nil and nil, were drawn down from the above facility,
respectively. As at December 31, 2022, 2023 and 2024 and June 30, 2025, committed borrowings from the above
facility available to the Group but not drawn amounted to EUR141,672,000, nil, nil and nil, respectively. Details of
the guarantee of this loan is disclosed below.
(b) Secured bank loan — RMB
In April 2024, the Company entered into a loan agreement with a bank for a loan facility of RMB92 million
to finance the Group’s operating activities. According to the loan agreement, the draw down period of the loan facility
is 2 years from April 15, 2024. The repayment terms and interest rate will be individually agreed upon each
draw-down.
As at December 31, 2024 and June 30, 2025, bank loans of RMB29,328,000 were drawn down from the above
facility and committed but unused facility amounted to RMB62,672,000. Details of the guarantee of this loan is
disclosed below.
(c) Unsecured bank loan — RMB
In addition, the Company entered into another loan agreement with a bank for a loan facility of RMB150
million to support the Group’s construction and operating activities in April 2024. According to the loan agreement,
the draw down period of the loan facility is 1 year from April 17, 2024. The repayment terms and interest rate will
be individually agreed upon each draw-down. This loan facility is unsecured.
As at December 31, 2024 and June 30, 2025, bank loans of RMB99,798,000 and RMB149,798,000 were drawn
down from the above facility, respectively.
(d) Guarantee
Jiangxi Copper Corporation Limited, the parent company of a shareholder of the Company, provided a
corporate guarantee to the Company against the outstanding loan balances drawn down from the above two facilities
and a guarantee fee of 0.57% per annum on the guaranteed amount is payable to Jiangxi Copper Corporation Limited.
At the same time, Ever Trillion, a shareholder of the Company, provided a counter-guarantee to Jiangxi Copper
Corporation Limited by providing a charge of its shares in the Company to Jiangxi Copper Corporation Limited.
CRCCII and CCECC HK also provided a counter-guarantee to Jiangxi Copper Corporation Limited to the extent of
their equity holding in the Company, in respect of the corporate guarantee provided by Jiangxi Copper Corporation
Limited. These guarantees arrangement will be released upon Listing.
The fair value of the secured bank loan denominated in Euro as of December 31, 2022, 2023 and 2024 and June
30, 2025 was HK$348,178,000, HK$1,571,456,000, HK$1,483,204,000 and HK$1,587,500,000, respectively,
determined directly by references to the price quotation published by the European central bank on the last dealing
date of each period. The carrying amounts of other two bank loans approximate their fair values at December 31, 2024
and June 30, 2025.
APPENDIX I ACCOUNTANT’S REPORT
– I-45 –


--- page 571 ---
The Group’s borrowings were repayable as follows:
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
The Group and the Company
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,246 184,643 279,094
Between 1 and 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,759 50,414 201,599 537,813
Between 2 and 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118240,951 1,566,273 1,268,787 1,078,176
Over 5 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118136,636 – – –
381,346 1,619,933 1,655,029 1,895,083
22 TRADE PAYABLES
The credit periods granted by suppliers generally within 6 months.
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Trade payables denominated in:
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 20,675
Tenge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 55,524
Trade payables aging within
3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 76,199
The carrying amounts of trade payables approximate their fair values.
23 CONTRACT LIABILITIES
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 31,783 165,414
Contract liabilities of the Group primarily represented advance payments received from customers related to
contracts with customers while the underlying goods are yet to be provided. No revenue was recognized during six
months ended June 30, 2025 that was included in the contract liabilities balance at the beginning of the six months
ended June 30, 2025.
24 FINANCIAL INSTRUMENTS BY CATEGORY
The Group
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Financial assets – at amortized
cost
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 47,087
Cash and cash equivalents /H1118/H1118/H1118/H1118/H111899,496 476,687 41,440 32,662
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,400 1,454 668 6,839
100,896 478,141 42,108 86,588
APPENDIX I ACCOUNTANT’S REPORT
– I-46 –


--- page 572 ---
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Financial liabilities – at amortized
cost
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 20,675
Amounts due to shareholders /H1118/H1118/H1118/H1118185,269 32,268 57,951 69,652
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118381,346 1,619,933 1,655,029 1,895,083
Other payables and accruals
(excluding employee benefit
payables, other tax payable and
asset retirement obligation) /H1118/H1118/H1118 4,044 78,781 99,627 93,703
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 1 2–––
610,771 1,730,982 1,812,607 2,079,113
The Company
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Financial assets – at amortized
cost
Cash and cash equivalents /H1118/H1118/H1118/H1118/H111891,615 10,574 2,258 9,049
Amounts due from subsidiaries /H1118/H1118 541,048 1,828,574 1,962,715 2,215,387
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 1 6–––
633,079 1,839,148 1,964,973 2,224,436
Financial liabilities – at amortized
cost
Amounts due to shareholders /H1118/H1118/H1118/H1118185,269 32,268 57,951 69,652
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118381,346 1,619,933 1,655,029 1,895,083
Other payables and accruals
(excluding employee benefit
payables and other tax
payable) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,621 10,287 13,273 21,488
577,236 1,662,488 1,726,253 1,986,223
25 DEFERRED INCOME TAXES
Deferred income taxes are calculated in full on temporary differences under the liability method using the tax
rates which are expected to apply at the time of reversal of the temporary differences.
Deferred income tax assets are analyzed as follows:
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Deferred income tax assets:
– to be recovered within 12 months /H1118 – – – 86,978
– to be recovered after more than
12 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,990 4,385 5,241 –
Deferred tax assets and liabilities
that have been offset in the
statement of financial position /H1118/H1118/H1118 (2,990) (4,385) (5,241) (5,077)
Net deferred income tax assets /H1118/H1118/H1118 – – – 81,901
APPENDIX I ACCOUNTANT’S REPORT
– I-47 –


--- page 573 ---
Deferred income liabilities are analyzed as follows:
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Deferred income tax liabilities:
– to be recovered after more than
12 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,990) (4,385) (5,241) (5,077)
Deferred tax assets and liabilities
that have been offset in the
statement of financial position /H1118/H1118/H1118 2,990 4,385 5,241 5,077
Net deferred income tax liabilities /H1118 ––––
The movements of the deferred income tax assets are as follows:
Accruals Tax losses Total
HK$’000 HK$’000 HK$’000
At January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Deferred tax credited to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118503 2,501 3,004
Currency translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2) (12) (14)
At December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118501 2,489 2,990
Deferred tax credited/(charged) to profit or loss /H1118 2,143 (798) 1,345
Currency translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 39 50
At December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,655 1,730 4,385
Deferred tax credited to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118514 503 1,017
Currency translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(97) (64) (161)
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,072 2,169 5,241
Deferred tax credited to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118345 81,915 82,260
Currency translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(278) (245) (523)
At June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,139 83,839 86,978
The movements of the deferred income tax liabilities are as follows:
Difference on tax
base and book
value of property,
plant and
equipment
Discounting of
long-term payables Total
HK$’000 HK$’000 HK$’000
At January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Deferred tax charged to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,662) (342) (3,004)
Currency translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 2 14
At December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,650) (340) (2,990)
Deferred tax charged to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(82) (1,263) (1,345)
Currency translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(43) (7) (50)
At December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,775) (1,610) (4,385)
Deferred tax charged to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,400) 382 (1,018)
Currency translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106 56 162
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,069) (1,172) (5,241)
Deferred tax charged to profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,343) 1,037 (306)
Currency translation differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118374 96 470
At June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,038) (39) (5,077)
APPENDIX I ACCOUNTANT’S REPORT
– I-48 –


--- page 574 ---
26 CASH FLOW INFORMATION
(a) Cash flows from operating activities
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
Loss before income tax /H1118/H1118/H1118 (94,450) (80,129) (176,529) (64,969) (89,555)
Adjustments for:
– Depreciation of property,
plant and equipment
(Note 13) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118723 1,658 1,845 874 25,653
– Amortization of
intangible assets /H1118/H1118/H1118/H1118/H1118 –––– 6 9
– Interest income /H1118/H1118/H1118/H1118/H1118/H1118(5,293) (1,908) (78) (70) (19)
– Interest expenses /H1118/H1118/H1118/H1118/H111824,653 4,746 16,918 1,640 19,856
– Foreign exchange losses /H1118 32,511 9,555 84,813 30,502 20,520
– Written off of property,
plant and equipment /H1118/H1118/H1118 1,225––– 4 1 2
Changes in working
capital:
– Trade receivables /H1118/H1118/H1118/H1118/H1118 –––– (47,087)
– Prepayments, other
receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,891) (1,963) (21,291) (1,539) (34,218)
– Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 76,177
– Other payables and
accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,985) 5,323 12,326 5,774 (7,082)
– Contract liabilities /H1118/H1118/H1118/H1118 – – 31,783 – 130,197
– Increase in inventories /H1118/H1118 – – (12,941) – (79,369)
Cash (used in)/generated
from operations /H1118/H1118/H1118/H1118/H1118(47,507) (62,718) (63,154) (27,788) 15,554
(b) Reconciliation of liabilities arising from financing activities
Amounts due to
shareholders Borrowings
Interest
payable for
borrowings Lease liabilities Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At January 1, 2022 /H1118/H1118/H1118/H1118184,979 180,259 20 241 365,499
Cash flows-principal /H1118/H1118/H1118/H1118 – 207,635 – (103) 207,532
Cash flows-interest /H1118/H1118/H1118/H1118/H1118(12,547) – (2,610) (12) (15,169)
Non-cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,837 (6,548) 2,708 (14) 8,983
At December 31, 2022 /H1118/H1118/H1118 185,269 381,346 118 112 566,845
Cash flows-principal /H1118/H1118/H1118/H111811,614 1,194,512 – (43) 1,206,083
Cash flows-interest /H1118/H1118/H1118/H1118/H1118(5,726) – (28,632) – (34,358)
Non-cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(158,889) 44,075 30,212 (69) (84,671)
At December 31, 2023 /H1118/H1118/H1118 32,268 1,619,933 1,698 – 1,653,899
Cash flows-principal /H1118/H1118/H1118/H111815,568 138,369 – – 153,937
Cash flows-interest /H1118/H1118/H1118/H1118/H1118 – – (62,907) – (62,907)
Non-cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,115 (103,273) 62,796 – (30,362)
At December 31, 2024 /H1118/H1118/H1118 57,951 1,655,029 1,587 – 1,714,567
(Unaudited)
At January 1, 2024 /H1118/H1118/H1118/H111832,268 1,619,933 1,698 – 1,653,899
Cash flows-principal /H1118/H1118/H1118/H1118 – 407 – – 407
Cash flows-interest /H1118/H1118/H1118/H1118/H1118 – – (32,207) – (32,207)
Non-cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,011 (50,094) 32,097 – (12,986)
At June 30, 2024 /H1118/H1118/H1118/H1118/H1118/H111837,279 1,570,246 1,588 – 1,609,113
At January 1, 2025 /H1118/H1118/H1118/H111857,951 1,655,029 1,587 – 1,714,567
Cash flows-principal /H1118/H1118/H1118/H1118 9,571 29,933 – – 39,504
Cash flows-interest /H1118/H1118/H1118/H1118/H1118(5,447) – (28,300) – (33,747)
Non-cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,577 210,121 28,300 – 245,998
At June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H111869,652 1,895,083 1,587 – 1,966,322
APPENDIX I ACCOUNTANT’S REPORT
– I-49 –


--- page 575 ---
(c) Reconciliation of the cash flow related to purchases of property, plant and equipment and subsurface use
rights
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
Additions to:
Property, plant and
equipment (Note 13) /H1118 210,235 731,139 719,189 273,931 127,256
Adjustments for:
Increase in prepayment to
contractors and relevant
tax prepayment /H1118/H1118/H1118/H1118/H1118/H1118138,526 125,613 (86,826) 51,595 1,819
Increase in construction
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(25,942) (54,158) (20,889) (63,845) (3,166)
Capitalization of interest
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,465) (48,705) (179,691) (39,904) (105,236)
Discounting of
construction payables /H1118/H1118 305 4,065 15,307 3,648 794
317,659 757,954 447,090 225,425 21,467
(d) The total cash outflow in financing activities for leases during the years ended December 31, 2022, 2023 and
2024 and the six months ended June 30, 2024 and 2025 was approximately HK$115,000, HK$43,000, nil, nil
and nil, including principal elements of lease payments of approximately HK$103,000, HK$43,000, nil, nil and
nil and related interest paid of approximately HK$12,000, nil, nil, nil and nil, respectively.
Cash outflow for short-term lease payments during the years ended December 31, 2022, 2023 and 2024 and
the six months ended June 30, 2024 and 2025 was approximately HK$894,000, HK$601,000, HK$898,000,
HK$282,000 and HK$268,000, respectively.
27 COMMITMENTS AND CONTINGENT LIABILITIES
(a) Capital expenditures for property, plant and equipment
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Contracts had been entered into but
not brought into the consolidated
financial statements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,159,230 548,646 336,736 145,491
(b) Short-term lease commitments
The Group has short-term lease commitments related to its non-cancellable short-term leases for offices. The
future aggregate minimum lease payments under these short-term leases not recognized in lease liabilities are as
follows:
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Not later than 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118546 473 414 252
(c) Contingent liabilities
During the Track Record Period, the Group did not have any material contingent liabilities.
APPENDIX I ACCOUNTANT’S REPORT
– I-50 –


--- page 576 ---
28 INVESTMENTS IN SUBSIDIARIES
Details of subsidiaries of the Company at December 31, 2022, 2023 and 2024 and June 30, 2025 are as follows:
Name
Place of
establishment and
nature of legal entity
Paid-in
capital
Proportion of issued ordinary capital
held
Principal
activities
Statutory
auditors
As at December 31
As at
June 30,
2022 2023 2024 2025
Directly held:
Jiaxin (Zhuhai Hengqin)
Technology Services
Co., Ltd. (“Zhuhai
Jiaxin”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
People’s Republic of
China/limited
liability company
US$
3,000,000
100% 100% 100% 100% Investment
holding
N/A
Jiaxin International
Resources Investment
Limited S.àr.l.,
(“Jiaxin
Luxembourg”) /H1118/H1118/H1118/H1118
Luxembourg/limited
liability company
US$
20,000
100% 100% 100% 100% Investment
holding
N/A
Indirectly held:
Aral-Kegen LLP
(“Aral Kegen”) /H1118/H1118/H1118/H1118
The Republic of
Kazakhstan/ limited
liability partnership
KZT
151,200
99.99% 99.99% 99.99% 99.99% Investment
holding
N/A
Zhetisu V olframy LLP
(“ZV”) (note) /H1118/H1118/H1118/H1118
The Republic of
Kazakhstan/limited
liability partnership
KZT
200,000
97% 97% 97% 97% Mining in
Kazakhstan
Pricewaterhouse-
Coopers LLP
Note: On June 20, 2022, Ever Trillion International Singapore PTE Ltd., a company controlled by Liu Zijia,
a beneficiary shareholder of the Company, entered into a sale and purchase agreement with Aral Kegen
to acquire the 3% equity interest of ZV . The transfer of the 3% equity interest of ZV was completed on
July 1, 2023.
29 AMOUNTS DUE FROM SUBSIDIARIES
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Amounts due from Jiaxin
Luxembourg
– Loan and interest receivable /H1118/H1118/H1118/H1118437,836 1,725,374 1,721,624 1,979,998
– Others receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,461 1,842 2,102 2,636
Amounts due from ZV
– Loan and interest receivable /H1118/H1118/H1118/H1118100,631 101,358 238,989 232,753
Amounts due from Zhuhai Jiaxin
– Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,120–––
541,048 1,828,574 1,962,715 2,215,387
Less: Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,120) (151,428) (23) (26)
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118539,928 1,677,146 1,962,692 2,215,361
As at December 31, 2022, 2023 and 2024 and June 30, 2025, the loans due from Jiaxin Luxembourg were
unsecured with no fixed term of repayment, and carry interest of 2% per annum for the loans denominated in EUR
and 5% per annum for the loans denominated in US$.
APPENDIX I ACCOUNTANT’S REPORT
– I-51 –


--- page 577 ---
As at December 31, 2022 and 2023, the loans due from ZV were denominated in US$, unsecured with no fixed
term of repayment, and carry interest of 0.5% per annum.
As at December 31, 2024 and June 30, 2025, the loans due from ZV were unsecured with no fixed term of
repayment, and carry interest of 7.5% per annum for the loans denominated in US$ and 5.13% per annum for the
loans denominated in RMB.
30 ACCUMULATED LOSSES OF THE COMPANY
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
Beginning of the
year/period (105,914) (186,505) (257,691) (257,691) (201,773)
(Loss)/profit and total
comprehensive
loss/income for the year
/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(80,591) (71,186) 55,918 (41,422) 9,890
End of the year/period /H1118/H1118 (186,505) (257,691) (201,773) (299,113) (191,883)
31 RELATED PARTY TRANSACTIONS
The following is a summary of significant related party transactions entered into in the ordinary course of
business between the Group and its related parties and the balances arising from related party transactions in addition
to the related party information shown elsewhere in the historical financial information:
(a) Names and relationships with related parties
The following companies are significant related parties of the Group that had transactions and/or balances with
the Group during the Track Record Period.
Name of related parties Relationship
Liu Liqiang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Director of the Company
Liu Zijia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118A beneficiary shareholder of the Company
Jiangxi Copper (Hong Kong) Investment Company
Limited (“ ϪГზุ(ಥ)ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A shareholder of the Company
Ever Trillion International Limited
(“ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A shareholder of the Company
CCECC (H.K.) Limited (“ ʕɺʈ೻(ಥ)ʮ̡”) /H1118/H1118A shareholder of the Company
CRCC International Investment Group Limited
(“ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A shareholder of the Company
Jiangxi Copper Corporation Limited (“ ϪГზุණྠϞ
ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The parent company of Jiangxi Copper (Hong
Kong) Investment Company Limited,
a shareholder of the Company
China Civil Engineering Construction Corporation
(“ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The parent company of CCECC (H.K.) Limited,
a shareholder of the Company
Zhuhai Huayue investment Company (“ मऎ̹ശຽҳ༟
ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
An entity jointly controlled by certain directors
of the Company
Jiangxi Copper Group Geological Prospecting
Engineering Corporation Limited (“ ϪГზุණྠήਖ
ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A fellow subsidiary of Jiangxi Copper (Hong
Kong) Investment Company Limited,
a shareholder of the Company
Jiangxi Copper Construction Supervision Consulting
Corporation Limited (“ʮ
̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A fellow subsidiary of Jiangxi Copper (Hong
Kong) Investment Company Limited,
a shareholder of the Company
APPENDIX I ACCOUNTANT’S REPORT
– I-52 –


--- page 578 ---
Name of related parties Relationship
Jiangxi Copper Group (Lead Mountain) Beneficiation
Chemicals Corporation Limited (“ ϪГზุණྠ(དʆ)
ʮ̡”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A fellow subsidiary of Jiangxi Copper (Hong
Kong) Investment Company Limited,
a shareholder of the Company
Jiangxi Copper Group (Dexing) Foundry Corporation
Limited (“ ϪГზุණྠ(ᅃጳ)ʮ̡”) /H1118/H1118/H1118/H1118/H1118
A fellow subsidiary of Jiangxi Copper (Hong
Kong) Investment Company Limited,
a shareholder of the Company
Jiangxi Copper Group (Dexing) Protective Products
Co., Ltd. ( ϪГზุණྠ(ᅃጳ)ʮ̡) /H1118/H1118/H1118
A fellow subsidiary of Jiangxi Copper (Hong
Kong) Investment Company Limited,
a shareholder of the Company
Jiangxi Copper Group (Yanshan) Plastic Co., Ltd.
(ϪГზุණྠ(དʆ)ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A fellow subsidiary of Jiangxi Copper (Hong
Kong) Investment Company Limited,
a shareholder of the Company
Jiangxi Copper Group (Yanshan) Yongtong New
Industry Co., Ltd. ( ϪГზุණྠ(དʆ)͑ზอପุϞ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A fellow subsidiary of Jiangxi Copper (Hong
Kong) Investment Company Limited,
a shareholder of the Company
(b) Transactions and balance with related parties
(i) Guarantee provided by a related company
During the Track Record Period, Jiangxi Copper Corporation Limited provided a guarantee for the Group’s
borrowings at a fixed guarantee fee of 0.57% per annum as disclosed in Note 21. During the years ended December
31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, the guarantee fee paid and payable
amounted to HK$1,538,000, HK$5,597,000, HK$9,268,000, HK$4,610,000 and HK$4,677,000 respectively. The
guarantee provided by Jiangxi Copper Corporation Limited will be released upon Listing (Note 21).
(ii) Contracts for construction and procurement of equipment and mining service entered with a related
company
Details of the contracts for construction and procurement of equipment for the development of the tungsten
mine in Kazakhstan and mining service entered with China Civil Engineering Construction Corporation as follows:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
Contracts entered during
the year/period /H1118/H1118/H1118/H1118/H1118/H111860,870 171,501 123,988 7,902 –
Construction services paid
and payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118249,003 607,057 260,491 227,905 28,673
Payments for procurement
of equipment /H1118/H1118/H1118/H1118/H1118/H1118/H111866,039 148,688 124,165 63,965 –
Payments for procurement
of mining service /H1118/H1118/H1118/H1118/H1118 – – 3,400 – 44,656
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Contracted but not brought into the
consolidated financial statements /H1118 1,140,344 535,518 329,473 141,655
Construction payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,736 66,255 48,951 65,873
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 36,302
Prepayments for procurement of
equipment and construction
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118245,541 288,317 110,639 118,494
APPENDIX I ACCOUNTANT’S REPORT
– I-53 –


--- page 579 ---
(iii) Other transaction with related companies
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
Zhuhai Huayue investment
Company
– Rental expense /H1118/H1118/H1118/H1118/H1118 419 398 390 195 193
Jiangxi Copper Group
Geological Prospecting
Engineering Corporation
Limited
– Mine exploration and
design service fee /H1118/H1118/H1118 – 431 347 – –
Jiangxi Copper
Construction Supervision
Consulting Corporation
Limited
– Building-information-
modeling system
consulting service fee /H1118 – 4 4 2–––
Jiangxi Copper Group
(Lead Mountain)
Beneficiation Chemicals
Corporation Limited
– Purchases of goods /H1118/H1118 – – 1,676 – 18,708
Jiangxi Copper Group
(Dexing) Foundry
Corporation Limited
– Purchases of goods /H1118/H1118 – – 859 – 11,063
Jiangxi Copper Group
(Dexing) Protective
Products Corporation
Limited
– Purchases of goods /H1118/H1118 –––– 5 9 3
Jiangxi Copper Group
(Yanshan) Plastic
Corporation Limited
– Purchases of goods /H1118/H1118 –––– 4 2 2
Jiangxi Copper Group
(Yanshan) Yongtong
New Industry
Corporation Limited
– Purchases of goods /H1118/H1118 –––– 9 7
APPENDIX I ACCOUNTANT’S REPORT
– I-54 –


--- page 580 ---
(iv) Outstanding balances arising from purchases of goods
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Jiangxi Copper Group (Lead
Mountain) Beneficiation
Chemicals Corporation Limited /H1118/H1118 – – 3,242 8,232
Jiangxi Copper Group (Dexing)
Foundry Corporation Limited /H1118/H1118/H1118 – – 3,741 5,879
Jiangxi Copper Group (Lead
Mountain) Plastic Corporation
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– 4 3 0
Jiangxi Copper Group (Lead
Mountain) Yongtong New Industry
Corporation Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– 9 9
– – 6,983 14,640
(v) Non-trade balances with related parties
As at December 31, As at June 30,
2022 2023 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000
Loan from shareholders (Note i)
JCHK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111884,796 14,189 14,673 15,111
Ever Trillion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,232 14,083 30,632 41,149
185,028 28,272 45,305 56,260
Payable to
Jiangxi Copper Corporation Limited
(Note ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118241 3,996 12,646 13,392
Amounts due to shareholders /H1118/H1118/H1118/H1118/H1118185,269 32,268 57,951 69,652
Notes:
(i) Prior to September 8, 2022, the amount due to shareholders was interest free. Pursuant to the
shareholders loan agreement entered into among the shareholders and the Company on September 8,
2022, the shareholders loan carries interest payable quarterly at 4% per annum with effect from June 16,
2021. The loans were unsecured and no fixed term of repayment. On February 15, 2023, the loans from
JCHK and Ever Trillion HK$82,633,000 and HK$86,006,000, respectively were capitalized as share
capital, details of which are disclosed in Note 19.
(ii) As at December 31, 2022, 2023 and 2024 and June 30, 2025, payable to Jiangxi Copper Corporation
Limited arose from guarantees payable for the financial guarantee provided to the Group’s borrowings.
The balance was unsecured, interest-free and repayable on demand. All non-trade balance with related
parties are expected to be settled before Listing.
APPENDIX I ACCOUNTANT’S REPORT
– I-55 –


--- page 581 ---
(c) Key management compensation
Key management includes directors and the senior management of the Group. The compensation paid or
payable to key management is shown below:
Y ear ended December 31, Six months ended June 30,
2022 2023 2024 2024 2025
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
(Unaudited)
Fee, wages, salaries and
bonuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,193 8,545 8,913 3,669 4,253
Pension /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118597 649 658 73 81
Other social security costs,
housing benefits /H1118/H1118/H1118/H1118/H1118/H1118497 575 489 118 65
10,287 9,769 10,060 3,860 4,399
32 EVENTS AFTER THE REPORTING PERIOD
Save for disclosed in Note 19, there were no significant events after the end of the Track Record Period that
require additional disclosure or adjustments.
III. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company or any of the
companies now comprising the Group in respect of any period subsequent to December 31,
2024 and up to the date of this report.
APPENDIX I ACCOUNTANT’S REPORT
– I-56 –


--- page 582 ---
The following information does not form part of the Accountant’ s Report from
PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, the reporting accountant
of the Company, as set forth in Appendix I to this prospectus, and is included herein for
illustrative purpose only. The unaudited pro forma financial information should be read in
conjunction with the section entitled “Financial Information” in this prospectus and the
“Accountant’ s Report” set forth in Appendix I to this prospectus.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible assets
of the Group prepared in accordance with Rule 4.29 of the Listing Rules is for illustrative
purposes only, and is set out below to illustrate the effect of the Global Offering on the net
tangible liabilities of the Group attributable to the owners of the Company as at June 30, 2025
as if the Global Offering had taken place on June 30, 2025.
This unaudited pro forma statement of adjusted consolidated net tangible assets has been
prepared for illustrative purposes only and because of its hypothetical nature, it may not give
a true picture of the consolidated net tangible liabilities of the Group as at June 30, 2025 or
at any future dates following the Global Offering.
Unadjusted
Audited
Consolidated
Net Tangible
Liabilities of
the Group
attributable to
the equity
holders of the
Company as at
June 30, 2025
Estimated Net
Proceeds from
the Global
Offering
Unaudited Pro
Forma Adjusted
Consolidated Net
Tangible Assets
Attributable to
the equity
holders of the
Company as at
June 30, 2025
Unaudited Pro
Forma Adjusted
Consolidated Net
Tangible Assets
per Share
HK$’000 HK$’000 HK$’000 HK$
(Note 1) (Note 2)
Based on an Offer
Price of HK$10.92
per Offer Share /H1118/H1118/H1118(22,856) 1,132,374 1,109,518 2.53
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 583 ---
Notes:
(1) The audited consolidated net tangible liabilities of the Group attributable to the equity holders of the
Company as at June 30, 2025 is extracted from the Accountant’s Report set out in Appendix I to this
prospectus, which is based on the audited consolidated net liabilities of the Group attributable to the
equity holders of the Company as at June 30, 2025 of approximately HK$22,856,000.
(2) The estimated net proceeds from the Global Offering are based on 109,808,800 Offer Shares and the
Offer Price of HK$10.92 per Offer Share, after deduction of the underwriting fees and other related
expenses (excluding listing expenses of approximately HK$44,631,000, which have been charged to the
consolidated statements of comprehensive loss for the years ended December 31, 2022, 2023 and 2024
and the six months ended June 30, 2025).
(3) The unaudited pro forma adjusted consolidated net tangible assets per Share is arrived at after the
adjustments referred to in the preceding paragraphs and on the basis that 439,228,800 Shares were in
issue, assuming that the Global Offering and Share Subdivision had been completed on June 30, 2025,
but does not take into account of any Shares which may be allotted and issued by the Company pursuant
to the exercise of the Over-allotment Option, or any Shares which may be issued or repurchased by the
Company pursuant to the general mandates granted to the directors to issue or repurchases Shares as
described in the section headed “Share Capital” in this prospectus.
(4) No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets to
reflect any trading results or other transactions of the Group entered into subsequent to June 30, 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 584 ---
B. REPORT FROM THE REPORTING ACCOUNTANT ON THE UNAUDITED PRO
FORMA FINANCIAL INFORMATION
The following is the text of a report received from PricewaterhouseCoopers, Certified
Public Accountants, Hong Kong, for the purpose of incorporation in this prospectus.
INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of Jiaxin International Resources Investment Limited
We have completed our assurance engagement to report on the compilation of unaudited
pro forma financial information of Jiaxin International Resources Investment Limited (the
“Company”) and its subsidiaries (collectively the “Group”) by the directors of the Company
(the “Directors”) for illustrative purposes only. The unaudited pro forma financial information
consists of the unaudited pro forma statement of adjusted consolidated net tangible assets of
the Group as at June 30, 2025 and related notes (the “Unaudited Pro Forma Financial
Information”) as set out on pages II-1 and II-2 of the Company’s prospectus dated August 20,
2025, in connection with the proposed initial public offering of the shares of the Company (the
“Prospectus”). The applicable criteria on the basis of which the Directors have compiled the
Unaudited Pro Forma Financial Information are described on pages II-1 and II-2 of the
Prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the Directors to
illustrate the impact of the proposed initial public offering on the Group’s financial position as
at June 30, 2025 as if the proposed initial public offering had taken place at June 30, 2025. As
part of this process, information about the Group’s financial position has been extracted by the
Directors from the Group’s financial information for the period ended June 30, 2025, on which
an accountant’s report has been published.
Directors’ Responsibility for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the Unaudited Pro Forma Financial
Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to
Accounting Guideline 7, Preparation of Pro Forma Financial Information for Inclusion in
Investment Circulars, (“AG 7”) as issued by the Hong Kong Institute of Certified Public
Accountants (“HKICPA”).
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 585 ---
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the Code of
Ethics for Professional Accountants as issued by the HKICPA, which is founded on
fundamental principles of integrity, objectivity, professional competence and due care,
confidentiality and professional behavior.
Our firm applies Hong Kong Standard on Quality Management (HKSQM) 1, Quality
Management for Firms that Perform Audits or Reviews of Financial Statements, or Other
Assurance or Related Services Engagements , as issued by the HKICPA, which requires the firm
to design, implement and operate a system of quality management including policies or
procedures regarding compliance with ethical requirements, professional standards and
applicable legal and regulatory requirements.
Reporting Accountant’s Responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the
Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to
you. We do not accept any responsibility for any reports previously given by us on any
financial information used in the compilation of the Unaudited Pro Forma Financial
Information beyond that owed to those to whom those reports were addressed by us at the dates
of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420, Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus , as issued by the HKICPA. This standard
requires that the reporting accountant plans and performs procedures to obtain reasonable
assurance about whether the Directors have compiled the Unaudited Pro Forma Financial
Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG
7 as issued by the HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any
reports or opinions on any historical financial information used in compiling the Unaudited Pro
Forma Financial Information, nor have we, in the course of this engagement, performed an
audit or review of the financial information used in compiling the Unaudited Pro Forma
Financial Information.
The purpose of unaudited pro forma financial information included in a prospectus is
solely to illustrate the impact of a significant event or transaction on unadjusted financial
information of the entity as if the event had occurred or the transaction had been undertaken
at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any
assurance that the actual outcome of the proposed initial public offering at June 30, 2025 would
have been as presented.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 586 ---
A reasonable assurance engagement to report on whether the unaudited pro forma
financial information has been properly compiled on the basis of the applicable criteria
involves performing procedures to assess whether the applicable criteria used by the directors
in the compilation of the unaudited pro forma financial information provide a reasonable basis
for presenting the significant effects directly attributable to the event or transaction, and to
obtain sufficient appropriate evidence about whether:
 The related pro forma adjustments give appropriate effect to those criteria; and
 The unaudited pro forma financial information reflects the proper application of
those adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountant’s judgment, having regard to
the reporting accountant’s understanding of the nature of the company, the event or transaction
in respect of which the unaudited pro forma financial information has been compiled, and other
relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the unaudited pro
forma financial information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Our work has not been carried out in accordance with auditing standards or other
standards and practices generally accepted in the United States of America or auditing
standards of the Public Company Accounting Oversight Board (United States) or standards and
practices of any professional body in any other overseas jurisdiction and accordingly should
not be relied upon as if it had been carried out in accordance with those standards and practices.
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled by the
Directors on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma
Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing
Rules.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, August 20, 2025
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-5 –


--- page 587 ---
Final
Independent Technical Report
Boguty Tungsten Project, Almaty Oblast, Republic of Kazakhstan
Jiaxin International Resources Investment Company Ltd
SRK Consulting (Hong Kong) Limited  JIA002  20 August 2025

APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-1 –


--- page 588 ---
Final
Independent Technical Report
Boguty Tungsten Project, Almaty Oblast, Republic of Kazakhstan
Prepared for:
Jiaxin International Resources Investment Company Ltd
Room 4501, 45th Floor
Office Tower, Convention Plaza
1 Harbour Road,
Wanchai, Hong Kong
Prepared by:
SRK Consulting (Hong Kong) Limited
Suite 1818, 18/F, V Heun Building
138 Queen’s Road Central, Central
Hong Kong
+852 2520 2522
www.srk.com
Lead Author: (Gavin) Heung Ngai Chan Initials: GC
Reviewer: Jeames McKibben Initials: JM
File Name:
JIA002_Boguty Tungsten Project – Independent Technical Report.docx
Suggested Citation:
SRK Consulting (Hong Kong) Limited 2025. Independent Technical Report. Final. Prepared
for Jiaxin International Resources Investment Company Ltd: Wanchai, Hong Kong. Project
number: JIA002. Issued 20 August 2025.
Copyright © 2025
SRK Consulting (Hong Kong) Limited  JIA002  20 August 2025

APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-2 –


--- page 589 ---
Acknowledgments
The following consultants have contributed to the preparation of this report.
Role Name Professional designation
Coordinating Author (Gavin) Heung Ngai Chan BSc, MPhil, PhD, FAIG
Coordinating Author Alexander Thin BEng, GDE, FAusIMM(CP),
FIMM3 (CEng), FSAIMM,
RPEQ
Coordinating Author Falong Hu BEng, MAusIMM
Coordinating Author Lanliang Niu BEng, MAusIMM
Coordinating Author Colin Wessels BSc, Pr.Sci.Nat., SACNASP,
SAIEG
Coordinating Author Nikolai Kirillov BSc
Coordinating Author Nargiza Ospanova BSc, MSc
Contributing Author (Tony) Shuangli Tang BSc, PhD, MAusIMM
Contributing Author Fong Cheuk BSc, MAIG
Peer Review Robin Simpson BSc (Hons), MSc, MAIG
Peer Review Jane Joughin MSc, CEnv, MIEMA,
Pr.Sci.Nat.
Peer Review Jeames McKibben BSc, MBA, MRICS,
FAusIMM(CP), MSME
Releasing Authority (Gavin) Heung Ngai Chan BSc, MPhil, PhD, FAIG
Disclaimer : The opinions expressed in this Report have been based on the information
supplied to SRK Consulting (Hong Kong) Limited (SRK) by Jiaxin International Resources
Investment Company Ltd (Jiaxin). The opinions in this Report are provided in response to a
specific request from Jiaxin to do so. SRK has exercised all due care in reviewing the supplied
information. While SRK has compared key supplied data with expected values, the accuracy
of the results and conclusions from the review are entirely reliant on the accuracy and
completeness of the supplied data. SRK does not accept responsibility for any errors or
omissions in the supplied information and does not accept any consequential liability arising
from commercial decisions or actions resulting from them. Opinions presented in this Report
apply to the site conditions and features as they existed at the time of SRK’s investigations, and
those reasonably foreseeable. These opinions do not necessarily apply to conditions and
features that may arise after the date of this Report, about which SRK had no prior knowledge
nor had the opportunity to evaluate.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-3 –


--- page 590 ---
Contents
Useful Definitions .................................................. III-13
Executive Summary ................................................ III-25
1 Introduction ................................................... III-34
1.1 Background ................................................... III-34
1.2 Scope of work ................................................. III-35
1.3 Reporting standard .............................................. III-35
1.4 Work program ................................................. III-36
1.5 Effective date .................................................. III-36
1.6 Project team ................................................... III-36
1.7 Limitations, reliance on information, declaration and consents ............. III-38
1.7.1 Limitations .............................................. III-38
1.7.2 Legal matters ............................................ III-38
1.7.3 Reliance on other experts ................................... III-38
1.7.4 Source of information ...................................... III-39
1.7.5 Warranties .............................................. III-39
1.7.6 Indemnities .............................................. III-39
1.7.7 Consent ................................................ III-39
1.7.8 Corporate capability ....................................... III-40
1.7.9 Stock exchange public report ................................ III-40
1.7.10 Statement of SRK independence .............................. III-42
1.8 Consulting fees ................................................. III-42
2 Tungsten ...................................................... III-42
2.1 Tungsten products .............................................. III-42
3 Project overview ................................................ III-45
3.1 History and development ......................................... III-45
3.2 Construction status .............................................. III-45
3.3 Commissioning targets ........................................... III-46
3.4 Access ....................................................... III-49
3.5 Climate and physiography ........................................ III-51
3.6 Seismicity ..................................................... III-54
3.7 Mining rights .................................................. III-54
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-4 –


--- page 591 ---
4 Geology and Mineral Resources .................................... III-55
4.1 Regional geology ............................................... III-55
4.2 Local geology and mineralisation ................................... III-57
4.3 Historical exploration ............................................ III-60
4.4 FSU and BD exploration programs .................................. III-63
4.4.1 Overview ............................................... III-63
4.4.2 Surveying ............................................... III-65
4.4.3 Surface trenching ......................................... III-65
4.4.4 Underground sampling ..................................... III-67
4.4.5 Surface and underground drilling ............................. III-69
4.4.6 Sample preparation and assaying ............................. III-70
4.4.7 Sample preparation and assaying ............................. III-71
4.4.8 Quality assurance and quality control .......................... III-72
4.4.9 SRK verification .......................................... III-75
4.4.10 Conclusion .............................................. III-76
4.5 FSU and BD programs data analysis ................................ III-77
4.5.1 FSU north and south walls .................................. III-77
4.5.2 FSU and BD check sampling ................................ III-78
4.5.3 FSU and BD data comparison ................................ III-79
4.5.4 FSU and BD data adjustment ................................ III-81
5 Mineral Resource estimation ....................................... III-82
5.1 Introduction ................................................... III-82
5.2 Mineral Resource estimation procedures .............................. III-82
5.3 Historical estimation ............................................. III-83
5.4 Database compilation and validation ................................. III-84
5.4.1 Topographic wireframe ..................................... III-84
5.4.2 Estimation datasets ........................................ III-84
5.5 Wireframe modeling ............................................. III-85
5.6 Exploratory data analysis ......................................... III-86
5.6.1 Compositing ............................................. III-87
5.6.2 Capping ................................................ III-88
5.7 Variogram modeling ............................................. III-89
5.8 Block model and grade estimation .................................. III-90
5.8.1 Block model parameters .................................... III-90
5.8.2 Grade estimation ......................................... III-91
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-5 –


--- page 592 ---
5.9 Model validation ............................................... III-92
5.10 Classification .................................................. III-95
5.11 Mineral Resource Statement ....................................... III-97
5.11.1 Conceptual block cut-off grade ............................... III-97
5.11.2 Mineral Resource Statement ................................. III-97
5.11.3 Conclusion .............................................. III-99
6 Mining ....................................................... III-100
6.1 Introduction ................................................... III-100
6.2 Technical studies ............................................... III-101
6.3 Geotechnical and hydrological study ................................ III-102
6.4 Open pit optimization ............................................ III-104
6.4.1 Open pit optimization inputs ................................ III-105
6.4.2 Open pit optimization results ................................ III-107
6.5 Detailed open pit design .......................................... III-109
6.6 Mining methodology ............................................. III-113
6.6.1 Material mining .......................................... III-113
6.6.2 Equipment fleet .......................................... III-114
6.7 Mine plan ..................................................... III-115
6.7.1 Scheduling strategy and assumption ........................... III-115
6.7.2 Life of Mine plan ......................................... III-117
6.8 Ore Reserve estimates ........................................... III-119
6.8.1 Ore definition ............................................ III-120
6.8.2 Modifying Factors ........................................ III-121
6.8.3 Ore Reserve estimates ..................................... III-121
6.8.4 Ore Reserve Statement ..................................... III-123
6.9 Conclusion .................................................... III-124
7 Mineral processing .............................................. III-125
7.1 Introduction ................................................... III-125
7.2 Processing testwork ............................................. III-126
7.2.1 Test samples ............................................. III-127
7.2.2 Mineralogical characterization ............................... III-128
7.2.3 Crushing and grinding test .................................. III-132
7.2.4 Ore sorting test ........................................... III-133
7.2.5 Flotation test ............................................ III-137
7.2.6 Flotation product quality .................................... III-142
7.2.7 Conclusions and recommendations ............................. III-143
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-6 –


--- page 593 ---
7.3 Processing plant ................................................ III-144
7.3.1 Production capacity and work system .......................... III-144
7.3.2 Product plan and designed processing parameters ................. III-144
7.3.3 Mineral processing flowsheet ................................ III-145
7.3.4 Processing facilities and equipment ........................... III-149
7.3.5 Reagent and material consumption ............................ III-152
7.3.6 Trial production and future production plan ..................... III-152
7.3.7 Conclusions and recommendations ............................ III-153
8 Infrastructure .................................................. III-155
8.1 Introduction ................................................... III-155
8.2 Power supply .................................................. III-155
8.3 Water supply .................................................. III-157
8.4 Accommodation camp ........................................... III-161
9 Tailings storage facility .......................................... III-162
9.1 Introduction ................................................... III-162
9.2 Construction status .............................................. III-163
9.3 Phase 1 TSF characteristics ....................................... III-164
9.4 Tailings characteristics ........................................... III-165
9.5 V olumetric assessment ........................................... III-166
9.6 TSF monitoring ................................................ III-168
9.7 TSF foundations ................................................ III-168
9.8 Conclusion and recommendations ................................... III-168
10 Tungsten market and macroeconomics ............................... III-169
10.1 Introduction ................................................... III-169
10.2 Demand ...................................................... III-169
10.3 Supply ....................................................... III-170
10.4 Historical prices ................................................ III-171
10.5 Exchange rates ................................................. III-172
10.6 Forecast prices ................................................. III-174
10.7 Customers and sales ............................................. III-175
11 Capital and operating costs ........................................ III-175
11.1 Capital cost ................................................... III-175
11.2 Operating cost ................................................. III-177
11.3 Economic viability assessment ..................................... III-182
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-7 –


--- page 594 ---
12 Environmental and Social ......................................... III-184
12.1 Introduction ................................................... III-184
12.2 Legal and regulatory framework .................................... III-184
12.2.1 Subsoil law and subsoil code ................................ III-184
12.2.2 Land tenure legislation ..................................... III-185
12.3 Taxation ...................................................... III-186
12.3.1 Environmental and social obligations .......................... III-186
12.3.2 Closure obligations ........................................ III-187
12.3.3 Permitting ............................................... III-188
12.3.4 Labor protection and occupational health and safety ............... III-189
12.4 Mining rights .................................................. III-190
12.4.1 EIAs and approvals ....................................... III-192
12.4.2 Land use approval and surface rights .......................... III-193
12.4.3 Environmental and special water use permits .................... III-194
12.5 Stakeholder engagement .......................................... III-194
12.5.1 Environmental and social obligations .......................... III-195
12.5.2 Closure liabilities ......................................... III-196
12.5.3 Other regulatory requirements ............................... III-196
12.5.4 Biodiversity and protected areas .............................. III-196
12.5.5 Cultural heritage .......................................... III-197
12.6 Recommendations ............................................... III-197
12.6.1 Change in legal requirements in Kazakhstan ..................... III-197
12.6.2 Biodiversity ............................................. III-198
12.6.3 Closure plan and liability estimate ............................ III-198
12.6.4 Mine waste geochemistry ................................... III-198
12.6.5 Climate change mitigation .................................. III-199
12.6.6 Cultural heritage .......................................... III-199
12.6.7 Stakeholder engagement .................................... III-200
13 Strategic Development Plan ....................................... III-200
14 Conclusion .................................................... III-201
15 Risk Assessment ................................................ III-203
References ........................................................ III-210
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-8 –


--- page 595 ---
Tables
Table 1.1: Details of the qualifications and experience of the project team /H1118/H1118/H1118/H1118/H1118III-37
Table 1.2: Public reports prepared by SRK for disclosure on the HKEx /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-41
Table 3.1: Boguty mining licence coordinates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-54
Table 4.1: Summary of historical exploration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-61
Table 4.2: List of BD trench ID and their corresponding FSU trench ID and
sampling intervals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
III-65
Table 4.3: List of BD cross-cut ID and their corresponding FSU cross-cut ID
and sampling intervals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
III-67
Table 4.4: Details of BD drill holes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-69
Table 4.5: Redrilled (twinned) holes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-70
Table 4.6: Specific gravity of major rock types /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-71
Table 4.7: List of CRMs used in the BD program /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-74
Table 4.8: Basic statistics for composites of BD and FSU datasets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-80
Table 5.1: Historical resource estimates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-84
Table 5.2: Summary of database used for Mineral Resource estimation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-84
Table 5.3: Parameters used for grade shells generation by RBF /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-85
Table 5.4: Basic statistics for WO 3 in the estimation dataset within all domains III-86
Table 5.5: Basic statistics for composite values — Resources Domain /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-87
Table 5.6: Summary of block model parameters — Resources Domain /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-91
Table 5.7: Parameters used for Mineral Resource estimation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-91
Table 5.8: Global resource within the Resources Domain /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-94
Table 5.9: Mineral Resource classification criteria used in estimation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-96
Table 5.10: Cut-off estimation based on conceptual economic analysis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-97
Table 5.11: Mineral Resource Statement — Boguty Project — as at 30 June
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
III-98
Table 6.1: Geotechnical slope design parameters /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-103
Table 6.2: Summary of pit optimization input parameters /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-105
Table 6.3: Summary of open pit optimization results on Revenue Factor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-108
Table 6.4: Summary of bench-by-bench materials within the open pit design /H1118/H1118/H1118III-111
Table 6.5: Comparison of design versus Whittle shell /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-112
Table 6.6: Heavy mining equipment fleet during peak production /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-114
Table 6.7: Target processing plant throughput /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-115
Table 6.8: Summary of LOM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-119
Table 6.9: Estimates of MCOG for tungsten ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-120
Table 6.10: Summary of Ore Reserve conversion process /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-121
Table 6.11: Ore Reserve Statement — Boguty Tungsten Project as at 30 June
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
III-123
Table 7.1: List of metallurgical and processing studies /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-127
Table 7.2: Metallurgical test samples /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-128
Table 7.3: Test sample chemical composition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-128
Table 7.4: Test sample mineralogy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-129
Table 7.5: Tungsten phase analysis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-129
Table 7.6: Relative ore grindability /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-132
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-9 –


--- page 596 ---
Table 7.7: Results on JK drop weight test /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-133
Table 7.8: Results on Bond ball mill work index test /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-133
Table 7.9: Results from Hollister’s ore sorting test /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-134
Table 7.10: Results from HPY’s ore sorting test /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-135
Table 7.11: GNMRI’s ore sorting test results /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-136
Table 7.12: Results of DMS test /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-136
Table 7.13: Results on closed circuit rougher flotation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-140
Table 7.14: Results on heated cleaner of rougher concentrate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-140
Table 7.15: Results on complete closed circuit flotation flowsheet /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-140
Table 7.16: Ambient temperature and heated cleaning flotation results /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-141
Table 7.17: Chemical composition of flotation product /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-142
Table 7.18: Designed processing parameters /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-144
Table 7.19: Target throughput /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-145
Table 7.20: Major processing equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-150
Table 7.21: Reagents and material consumption /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-152
Table 8.1: Power load analysis summary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-156
Table 8.2: Major equipment’s power load /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-156
Table 8.3: Water balance for the Project /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-158
Table 9.1: Phase 1 TSF design characteristics /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-164
Table 9.2: Tailings composition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-165
Table 9.3: TSF main design parameters /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-166
Table 10.1: Forecast commodity price assumptions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-174
Table 11.1: Historical and forecast capital cost (RMB million) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-176
Table 11.2: Actual operating cost (January-June 2025) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-177
Table 11.3: Operating cost forecast (real) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-179
Table 11.4: Post-tax NPVs at various discount rates (nominal, RMB million) /H1118/H1118/H1118/H1118III-182
Table 11.5: Post-tax NPV sensitivity analysis at 10% discount rate
(nominal, RMB million) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
III-183
Table 12.1: Key environmental and social conditions in the Subsoil Use
Contract and subsequent addenda /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
III-190
Table 12.2: EIAs and approvals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-192
Table 12.3: Land use approval rights and their designation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-193
Table 15.1: Risk assessment matrix /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-203
Table 15.2: Project risk assessment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-204
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-10 –


--- page 597 ---
Figures
Figure 1.1: Location map of the Project /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-34
Figure 2.1: Tungsten concentrate and its secondary products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-44
Figure 3.1: Timeline of major development milestones at the Project /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-47
Figure 3.2: Development status as at June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-48
Figure 3.3: Project location /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-49
Figure 3.4: Trans-Caspian International Transport Route /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-50
Figure 3.5: Natural environment and communities near the Project /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-52
Figure 3.6: Location of Project area relative to catchments towards the Ili River /H1118III-53
Figure 3.7: Mining licence projected on satellite image /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-55
Figure 4.1: Regional tectonic setting of the Kazakhstan Orocline, western Central
Asian Orogenic Belt /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
III-56
Figure 4.2: Tectonic model of the Kazakhstan Orocline /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-56
Figure 4.3: Quartz-scheelite veins cutting through sandstone /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-58
Figure 4.4: Fluorescent scheelite grains observed on the adit wall under
ultraviolet light /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
III-59
Figure 4.5: Geology and schematic cross section of the Project area /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-60
Figure 4.6: Adits development — FSU program /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-63
Figure 4.7: Surface trenches across the deposit — FSU program /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-64
Figure 4.8: Surface drill hole and drill core storage — BD program /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-64
Figure 4.9: Surface exploration works /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-66
Figure 4.10: Main drifts, cross-cuts and interpreted geology in Adits 5-7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-68
Figure 4.11: BD duplicates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-72
Figure 4.12: BD blanks /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-73
Figure 4.13: BD CRMs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-74
Figure 4.14: SRK check samples /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-75
Figure 4.15: Comparison of different assay data along Cross-cut 522 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-77
Figure 4.16: Comparison of average grades in FSU and BD trench and adit
samples /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
III-78
Figure 4.17: Intersection grade shell and >0.08% WO 3 composites in the
comparison /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
III-79
Figure 4.18: Q-Q plot of FSU and BD datasets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-80
Figure 4.19: Q-Q plot of comparison dataset after adjustment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-81
Figure 5.1: General relationship between Exploration Results, Mineral Resources
and Ore Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
III-82
Figure 5.2: Geological model defined by SRK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-85
Figure 5.3: Resources Domain defined by SRK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-86
Figure 5.4: Frequency statistics on composites and raw samples — Resources
Domain /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
III-88
Figure 5.5: Capped composites frequency /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-89
Figure 5.6: Variogram map and fitted model — Resources Domain /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-90
Figure 5.7: Swath plot along east-west direction /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-92
Figure 5.8: Swath plot along north-south direction /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-93
Figure 5.9: Swath plot along elevation direction /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-93
Figure 5.10: 3D view — Resources Domain /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-94
Figure 5.11: Cross section — Resources Domain /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-94
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-11 –


--- page 598 ---
Figure 5.12: Grade-tonnage curve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-95
Figure 5.13: Mineral Resource classification in 3D view /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-96
Figure 5.14: Mineral Resource distribution within conceptual pit shell /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-98
Figure 6.1: Open pit area /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-100
Figure 6.2: Geotechnical domains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-103
Figure 6.3: Predicted groundwater inflows to planned Boguty open pit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-104
Figure 6.4: Isometric view of geotechnical domains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-107
Figure 6.5: Whittle optimization results /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-108
Figure 6.6: Plan view of pit design /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-110
Figure 6.7: Isometric view of design open pit versus Whittle shell /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-112
Figure 6.8: Bench-by-bench materials within the open pit design /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-113
Figure 6.9: Isometric view of pushbacks in LOM plan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-116
Figure 6.10: TMM schedule over LOM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-117
Figure 6.11: Plant feed schedule over LOM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-118
Figure 6.12: ROM pad balance over LOM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-118
Figure 6.13: Waterfall chart of mining inventory /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-122
Figure 6.14: Waterfall chart of contained WO 3 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-122
Figure 7.1: Processing plant complex /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-126
Figure 7.2: Scheelite grain size distribution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-132
Figure 7.3: Flowsheet on closed circuit flotation test /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-139
Figure 7.4: Crushing and ore sorting flowsheet /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-147
Figure 7.5: Grinding and rougher flowsheet /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-148
Figure 7.6: Cleaner and concentrate dewatering flowsheet /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-149
Figure 8.1: Water pipeline route for the Project /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-159
Figure 8.2: Water source in Charyn River and water withdrawal pumps /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-160
Figure 8.3: Primary and secondary booster pump stations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-160
Figure 8.4: Temporary accommodation camp /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-161
Figure 8.5: Earthworks for permanent accommodation camp /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-162
Figure 9.1: Schematic cross section of TSF embankment showing Phase 1,
Phase 2 and Phase 3 embankment raises /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
III-162
Figure 9.2: TSF /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-163
Figure 9.3: TSF storage capacity curve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-167
Figure 9.4: TSF volumetric models for Phase 1, Phase 2 and Phase 3 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-167
Figure 10.1: Global tungsten demand /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-170
Figure 10.2: Global tungsten concentrate supply /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-171
Figure 10.3: Historical global and China tungsten concentrate and APT prices /H1118/H1118/H1118/H1118/H1118III-172
Figure 10.4: Historical exchange rates against the KZT between 2014 and 2024 /H1118/H1118/H1118/H1118III-173
Figure 10.5: Historical US$/RMB exchange rate between 2014 and 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118III-173
Figure 11.1: Post-tax NPV sensitivity analysis at 10% discount rate
(nominal, RMB million) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
III-183
Appendices
Appendix A List of trenches
Appendix B List of cross-cuts in adits
Appendix C Tabl e 1 — JORC Code 2012
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-12 –


--- page 599 ---
Useful Definitions
This list contains definitions of symbols, units, abbreviations, and terminology that may
be unfamiliar to the reader.
% per cent
°C degrees Centigrade
µm microns
2017 FS Feasibility study on the Boguty tungsten mine,
Kazakhstan based on 10,000 tpd mining capacity,
dated December 2017
2019 FS Feasibility study on the Boguty tungsten mining and
engineering project, Kazakhstan with 15,000 tpd
mining capacity (10,000 tpd in the first 2 years),
dated August 2019
AIG Australian Institute of Geoscientists
AK Aral-Kegan LLP
ALS Chita ALS Chita, Russia
ALS GZ ALS Guangzhou, China
ANTAL ANTAL Design Institute
APT ammonium paratungstate
ARDML acid rock drainage and metal leaching
ARO Asset Retirement Obligation
ATV acoustic televiewer
AusIMM Australasian Institute of Mining and Metallurgy
BAT best available technology
BD Behre Dolbear Asia, Inc.
BD program BD exploration program carried out in 2014-2015
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-13 –


--- page 600 ---
BGRIMM Beijing General Research Institute of Mining and
Metallurgy Technology Group
CCECC China Civil Engineering Construction Corporation
CGAR compound annual growth rate
CRMs certified reference materials
CY calendar year
DMS dense media separation
DTH down-the-hole hammer
EGSU Unified State System of Subsoil Use
EIA environmental impact assessment
EITI Extractive Industries Transparency Initiative
ENFI China ENFI Engineering Co., Ltd
EOM end-of-month
EPCM Engineering, Procurement and Construction
Management
F&S Frost & Sullivan
FSU former Soviet Union
FSU program Former Soviet Union exploration program carried
out in 1969-1974
GKZ National Reserve Committee of Soviet Union
GNMRI Ganzhou Nonferrous Metallurgy Research Institute
GPS-RTK global positioning system-real time kinematic
GT PFS Hydro-geotechnical Pre-feasibility study for Boguty
Tungsten Project, dated August 2023
HKEx Hong Kong Stock Exchange
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-14 –


--- page 601 ---
Hollister Beijing Hollister Technology Co., Ltd.
HPY Ganzhou HPY Technology Co. Ltd.
HRI Hunan Research Institute of Non-Ferrous Metals
HW a liquid oleic acid collector
ICP-OES inductively coupled plasma-optical emission
spectroscopy
IFRS International Financial Reporting Standards
Initial development By 2026, the Project will complete initial
development and have capacities of processing 3.3
Mtpa ore in Phase I and increase to 4.95 Mtpa ore in
Phase II
Intertek Intertek Beijing
IPO initial public offering
ITR (Report) Independent Technical Report
Jiaxin (Company) Jiaxin International Resource Investment Company
Ltd
JORC Code 2012 edition of the Australasian Code for Reporting
of Exploration Results, Mineral Resources and Ore
Reserves
JV joint venture
k thousand
km kilometres
kt kilotonnes
kV kilovolts
kVar kilovolt-amperes reactive
kW kilowatts
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-15 –


--- page 602 ---
kWh kilowatt-hours
kWh/t kilowatt-hours per ton
KZT Kazakhstan Tengi
LMMEDI Luoyang Mining and Mechanical Engineering
Design Institute Co., Ltd.
LOI loss on ignition
LOM life-of-mine
LTP long term price
m metres
M million
m/s metres per second
m
3/d cubic metres per day
m3/h cubic metres per hour
Ma million years ago
MCOG marginal cut-off grade
MENR Ministry of Ecology and Natural Resources of the
Republic of Kazakhstan
MET Mineral Extraction Tax
MIC Ministry of Industry and Construction of
Kazakhstan
MID Ministry of Investments and Development of
Kazakhstan
mm millimetres
Mm
3 million cubic metres
mRL metres reduced level
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-16 –


--- page 603 ---
Mt million tonnes
Mtpa million ton per annum
MW megawatts
NEV new energy vehicle
OK Ordinary Kriging
OSA overall slope angle
OTV optical televiewer
PFS pre-feasibility study
Preliminary Design Preliminary design on the Boguty tungsten mining
and engineering project, Kazakhstan with 15,000
tpd mining capacity (10,000 tpd in the first 2 years),
dated June 2020
PV photovoltaic
QAQC quality assurance and quality control
QKNA Quantitative Kriging Neighbourhood Analysis
Q-Q plot quantile-quantile plot
RBF radial basis function
RMB Renminbi
ROM run-of-mine
RPEEE reasonable prospects for eventual economic
extraction
SD standard deviation
SGS SGS V ostok Laboratory, Russia
SRK Group SRK Global Limited
SRK SRK Consulting (Hong Kong) Limited
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-17 –


--- page 604 ---
t/m3 tonnes per cubic meter
TCITR Trans-Caspian International Transport Route
the Project Boguty Tungsten Project
TMM total material movement
tpd ton per day
TSF tailings storage facility
US$ United States dollar
UV ultraviolet
V volts
V ALMIN Code 2015 edition of the Australasian Code for Public
Reporting of Technical Assessments and V aluations
of Mineral Assets
V AT value-added tax
VNIItsvetmet Kazakhstan Eastern Mining and Metallurgical
Research Institute for Non-ferrous Metals
W tungsten
WC tungsten carbide
Whittle Lerchs-Grossman 3D routine in Whittle software
WO
3 tungsten trioxide
WRD waste rock dump
Zhetisu Zhetisu V olframy LLP
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-18 –


--- page 605 ---
Term Meaning
ammonium paratungstate (APT) A white crystalline powder containing a high concentration
of tungsten used as a feedstock for tungsten oxide
bulk density Property of mineral components, defined by the weight of
an object or material divided by its volume, including the
volume of its pore spaces
certified reference material
(CRM)
A standard material with known concentration of different
elements inserted during laboratory analysis to determine
the precision of assay results
cleaner Collection of target mineral(s) from the rougher
concentrate
collector A reagent used in flotation to improve the hydrophobic
ability and collect the desired mineral(s)
concentrate Saleable products after processing
depressant A reagent to increase the surface hydrophilicity of the
desired materials and depressing their floating ability
drill core A solid, cylindrical sample of rock produced by an annular
drill bit, generally rotatively driven but sometimes cut by
percussive methods (drill core is extracted from a drill
hole)
drill hole A hole drilled in the ground by a drill rig, usually for
exploratory purposes to obtain geological information and
to allow sampling of rock material
environment impact assessment
(EIA)
A comprehensive analysis of the environmental
consequences of a mining or construction project
exploration Activities undertaken to prove the location, volume and
quality of a deposit
fault A fracture or fracture zone in rock along which movement
has occurred
feed ore Mined rock delivered to the processing plant
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-19 –


--- page 606 ---
Term Meaning
flotation A processing method to selectively separating desired
minerals from gangue minerals by applying different
reagents by flotation
fold A bend or flexure in a rock unit or series of rock units that
has been caused by crustal movements
formation A body of rock having a consistent set of characteristics
(lithology) that distinguish it from adjacent bodies of rock
granite An acidic intrusive rock with more than 63% SiO
2; source
of hydrothermal fluids contributing to scheelite
mineralisation at the Project
hauling The drawing or conveying of the product of the mine from
the working places to the bottom of the hoisting shaft, or
slope
Indicated Resource That part of a mineral Resource for which tonnage,
densities, shape, physical characteristics, grade and
mineral content can be estimated with a reasonable level of
confidence
Inductively coupled plasma
optical emission spectroscopy
(ICP-OES)
An analytical technique used for the detection of chemical
elements by various wavelengths of light
Inferred Resource That part of a mineral Resource for which tonnage, grade
and mineral content can be estimated with a low level of
confidence. It is inferred from geological evidence,
sampling and assumed but not verified geological and/or
grade continuity
JORC Code Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves prepared by the Joint
Ore Reserves Committee of the Australasian Institute of
Mining and Metallurgy, Australian Institute of
Geoscientists and Minerals Council of Australia (JORC) in
2012
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-20 –


--- page 607 ---
Term Meaning
Measured Resource Part of the Mineral Resource(s) for which quantity, grade
(or quality), densities, shape, and physical characteristics
are estimated with confidence sufficient to allow the
application of Modifying Factors to support detailed mine
planning and final evaluation of the economic viability of
the deposit. A Measured Resource has a higher level of
confidence than that applying to either an Indicated
Resource or an Inferred Mineral Resource
Mineral Resource A concentration or occurrence of solid material of
economic interest in or on the Earth’s crust in such form,
grade (or quality), and quantity that there are reasonable
prospects for eventual economic extraction’. Mineral
Resources are classified as Measured, Indicated and
Inferred according to the degree of geological confidence
Modifying Factors Modifying Factors are considerations used to convert
Mineral Resources to Ore Reserves. These include, but are
not restricted to, mining, processing, metallurgical,
infrastructure, economic, marketing, legal, environmental,
social and governmental factors
Ore Reserve The economically mineable part of a measured and/or
indicated mineral resource(s), which include(s) diluting
materials and allowances for losses, which may occur
when the material is mined or extracted and is defined by
studies at pre-feasibility or feasibility level as appropriate
that include application of Modifying Factors. Such
studies demonstrate that, at the time of reporting,
extraction could reasonably be justified
ore sorting An ore pre-concentration method to reject waste from
crushed ore before feeding to the extraction plant so as to
improve the feed grade
overburden A mixture of weathered rocks and soils generated during
the mining process
payback period The amount of time required to recoup the initial capital
cost
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-21 –


--- page 608 ---
Term Meaning
pilot test Processing test using a higher volume of ore sample and
industrial equipment carried out for a longer run time
Probable Ore Reserve(s) The economically mineable part of Indicated Resource(s)
within the pit. The confidence in the Modifying Factors
applying to a Probable Ore Reserve is lower than that
applying to a Proved Ore Reserve
Proved Ore Reserve(s) The economically mineable parts of the Measured
Resources, which include diluting materials and
allowances of losses. A Proved Ore Reserve implies a high
degree of confidence in the Modifying Factors
quality assurance and quality
control (QAQC)
Combination of methods and procedures used to measure
the quality of the analytical results
regulator A reagent used in flotation to control the acidity
rougher Initial collection of target mineral(s) in the processing
operation
Run-of-mine (ROM) Ore being mined prior processing
scavenger Minerals that are attached to the gangue minerals and
could not be further processed; such minerals are pumped
away to a previous stage for re-processing or treated as
tailings
scheelite Principal ore mineral of the Project with chemical formula
of CaO /H18528WO
3 exhibiting fluorescent under ultraviolet light
sedimentary rock A rock formed from the accumulation and consolidation of
sediment, usually in layered deposits and which may
consist of rock fragments of various sizes, remains or
products of animals or plants, products of chemical action
or of evaporation, or mixtures of these
shale A fine-grained sedimentary rock, formed from mud that is
a mix of clay and silt
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-22 –


--- page 609 ---
Term Meaning
siltstone A fine- to medium-grained sedimentary rock that is
composed mostly of silt
specific gravity The ratio of material’s mass to the mass of an equal
volume of water
strike Direction of line formed by intersection of a rock surface
with a horizontal plane. Strike is always perpendicular to
direction of dip
stripping ratio The ratio between the volume of waste material required to
be handled in order to extract ore
swath plot A swath plot shows the average grade for the blocks in the
swath, along with the average sample values in the swath.
Swath plots are a common validation tool for providing
comparisons between sample points and estimated values
to identify any potential bias
Table 1, the JORC Code A checklist during the preparation of this Report; any
comments are provided on an ‘if not, why not’ basis to
ensure clarity to an investor on whether aspects of the
future development program have been considered as they
apply to the JORC Code (2012) Table 1
tailings Rejects produced after processing may pumped back to a
previous stage for re-processing
tungsten An element with the symbol W and atomic number 74;
target element of the Project
tungsten carbide powder (WC) Main raw material in the manufacturing of cemented
carbide
tungsten trioxide (WO
3) A chemical compound of tungsten and oxygen with
formula WO 3 that may be found in the minerals
wolframite, scheelite and tungstite
Ulkenboguta Formation A sedimentary rock unit deposited in the Ordovician;
mineralised quartz stockworks and veinlets are hosted in
this unit
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-23 –


--- page 610 ---
Term Meaning
vein Sheet-like body of minerals formed by fracture filling or
replacement of lost rock
waste The part of an ore deposit that is too low in grade to be of
economic value at the time of mining, but which may be
stored separately for possible treatment later
wireframe A skeletal three-dimensional model in which only lines
and vertices are represented, a preliminary stage used in
preparing a full three-dimensional model
return water Water used in processing and recycled back to the
processing circuit
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-24 –


--- page 611 ---
EXECUTIVE SUMMARY
SRK Consulting (Hong Kong) Limited (SRK) is an associate company of the international
group holding company, SRK Global Limited (the SRK Group). SRK was commissioned by
Jiaxin International Resources Investment Company Ltd (Jiaxin, hereinafter also referred to as
the Company) to prepare an Independent Technical Report (ITR, or the Report) on the Boguty
Tungsten Project located in Kazakhstan (the Project).
SRK understands that this ITR will be included in a prospectus relating to an initial public
offering (IPO) of shares in the Company and associated capital raising on the Hong Kong Stock
Exchange (HKEx). SRK’s ITR is to be prepared in accordance with the HKEx Listing Rules.
Scope of work
The scope of work includes a review and reporting on the following technical disciplines:
 Geology and Mineral Resources
 Mining and Ore Reserves
 Mineral processing
 Tailings
 Infrastructure
 Environmental and social
 Capital and operating costs.
A risk assessment has also been included.
Reporting standards
The authors of this Report are either Members or Fellows of either the Australasian
Institute of Mining and Metallurgy (AusIMM) and/or the Australian Institute of Geoscientists
(AIG) and therefore are bound by both the V ALMIN Code and JORC Code. For the avoidance
of doubt, this Report has been prepared according to:
 the 2015 edition of the Australasian Code for Public Reporting of Technical
Assessments and V aluations of Mineral Assets (V ALMIN Code)
 the 2012 edition of the Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves (JORC Code).
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-25 –


--- page 612 ---
Work program
SRK’s work program included a review of the provided information, site visits by SRK
personnel at various intervals between 2018, 2024 and 2025, estimation of the Mineral
Resource and Ore Reserve, and preparation of this Report.
History and development
The Boguty tungsten deposit was discovered in 1941 and prospected by various parties
until 1969. From 1969 to 1974, the Geological Survey of South Kazakhstan, a former Soviet
Union (FSU) organization, conducted systematic exploration, including diamond drilling,
trenching and extensive underground development (hereafter the FSU program). From 2014 to
2015, Behre Dolbear Asia, Inc. (BD) was commissioned by Jiaxin to conduct a validation
program to verify the previous exploration results (hereafter known as the BD program).
In November 2015, Jiaxin acquired indirect control over Zhetisu V olframy LLP (Zhetisu),
the entity holding the mining rights to the Project, through the acquisition of Aral-Kegen LLP
(AK).
Between 2015 and 2019, several technical and techno-economic studies including
feasibility studies, metallurgical testwork and ore sorting testwork were undertaken by various
Chinese research institutes. In June 2020, a preliminary design (the Preliminary Design) was
jointly completed by China ENFI Engineering Co., Ltd (ENFI) and the Kazakhstan Eastern
Mining and Metallurgical Research Institute for Non-ferrous Metals (VNIItsvetmet), an
affiliate of the National Center for Complex Processing of Mineral Raw Materials of the
Republic of Kazakhstan.
The Preliminary Design encompassed the design and evaluation of mining, processing
and auxiliary facilities at the Project. VNIItsvetmet and ANTAL Design Institute (ANTAL)
were responsible for the design and evaluation of power and water supply, tailing storage
facility (TSF) and various environmental impact assessments (EIAs) for the Project.
In May 2021, full-scale construction of the Project commenced, with China Civil
Engineering Construction Corporation (CCECC) appointed as the primary contractor.
In September 2023, a significant milestone was achieved with the completion of
pre-stripping, preparing the site for the start of commercial mining operations.
By July 2024, construction of the processing plant complex was completed, equipment
was installed and set-up of facilities were largely was largely completed, initial testing of the
processing plant equipment began and the 22 km-long water pipeline, supplying water to the
mine, was completed.
In late October 2024, high-voltage power lines were completed, connecting the Project to
the 30 MW power grid, and commercial mining operations officially commenced.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-26 –


--- page 613 ---
In November 2024, trial processing commenced.
In November 2024, the TSF was put into operation.
The installation of the processing plant and auxiliary equipment as well as access to water
and the main grid power and subsequent testing were completed by the second half of CY2024.
The trial production phase, which allows for the testing and fine-tuning of the processing
operation, commenced in November 2024. The construction and testing of the boiler heating
system for the processing plant was completed in February 2025.
Commercial production commenced in April 2025, and the plant is expected to enter the
Phase I production phase, targeting an annual throughput of 3.3 Mt of ore.
Commissioning targets
In the second half of CY2026, the target processing throughput will increase as the ore
sorting system is integrated into the current flowsheet.
From the first quarter of CY2027, the plant will enter the Phase II commercial production
phase, aiming to achieve a target annual throughput of 4.95 Mt of ore.
Mining rights
The mining rights of the Project are covered by Subsoil Use Contract No. 4608-TPI and
three subsequent addenda. The current owner of the Subsoil Use Contract is Zhetisu V olframy
LLP (Zhetisu), which is held by Jiaxin’s subsidiaries.
The mining rights cover an area of 1.16 km
2 and permit the exploitation of the resource
up to a maximum depth of 300 m below the surface. The mining rights were issued by the
Ministry of Investments and Development of Kazakhstan (MID) (a predecessor of the Ministry
of Industry and Construction of Kazakhstan, MIC). The licence is valid from 2 June 2015 to
2 June 2040, a period of 25 years.
Geology and Mineral Resources
The Project area is located in the southern part of the Boguty Syncline, a regionally
significant fold structure which was formed during the Late Ordovician. The core of this fold
consists of sandstone, siltstone and shale units belonging to the Middle and Upper Members of
the Ordovician Ulkenboguta Formation while the fold limbs host Upper Palaeozoic volcanic
rocks. The Boguty Syncline has been cut by a granitic body that was emplaced along a series
of north-trending faults. Tungsten-bearing hydrothermal fluids associated with this granitic
intrusion resulted in the development of quartz-scheelite veins within the siltstone and
sandstone units of the Ulkenboguta Formation. These quartz-scheelite veins range in length
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-27 –


--- page 614 ---
from a few centimetres to tens of centimetres and occur as stockworks and veinlets. These
centimeter-scale veins commonly occur as conjugate sets, cutting through the sediments.
Disseminated scheelite veins/blebs also occur in the surrounding host sediments.
The known mineralisation extends over a length of approximately 2,000 m in a northeast
direction and has a lateral extent of 400 m towards the east. It dips subvertically to the
northwest, having been tested to a maximum depth of 500 m below the surface. The number
of quartz veins and association mineralisation appear to diminish when mineralisation extends
into the younger shale sequence and finer-grained, siliceous sediments of the Upper Member
of the Ulkenboguta Formation.
The primary ore mineral is scheelite (chemical formula: CaWO
4), accompanied by
wolframite ([Fe, Mn]WO 4) and tungstite (WO 3/H18528H2O). Scheelite occurs as small grains within
quartz. The distribution and occurrence of scheelite mineralisation exhibit highly irregular
patterns. Scheelite is predominantly observed as minute grains enclosed within quartz and
brecciated quartz fragments. Other minerals, including pyrite (FeS
2), haematite (Fe 2O3),
chalcopyrite (CuFeS 2), spherite ([Zn, Fe]S), molybdenum (Mo) and galena (PbS) are also
occasionally present.
The Project area has been explored by various parties since the discovery of potentially
economic quantities of tungsten mineralisation in 1941. During the period between 1969 and
1974, the FSU completed an extensive exploration program including geological mapping,
approximately 12,177 m of surface drilling, 7,440 m of underground drilling, excavation of
30,690 m
3 of surface trenches and collection of 19,943 m of surface channel samples. Three
levels of adits, measuring a total of 12,987 m, were also developed. A total of 17,576 m channel
samples from the adit walls were subsequently collected. Geotechnical, hydrological and
metallurgical studies were also conducted.
In 2014-2015, Jiaxin commissioned BD to undertake a verification program (known as
the BD program) to verify the results of the earlier FSU program. In 2018, SRK inspected the
exploration work conducted by the BD and FSU programs.
In 2022, SRK further undertook an independent verification program on the samples
collected during the BD program. The independent check assay program completed by SRK
demonstrated a very good reproducibility compared to the BD results. However, a comparison
of the FSU and BD datasets shows an apparent systematic positive bias in the FSU results. The
FSU data have therefore been adjusted through a regression formula. Based on the adjusted and
verified datasets, SRK completed geological modeling and prepared a Mineral Resource
estimate.
The tungsten Mineral Resource for the Project, constrained by the mining licence and the
latest topography as at 30 June 2025 and reported in accordance with the JORC Code (2012),
is presented in Table ES.1.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-28 –


--- page 615 ---
Table ES.1: Mineral Resource Statement — Boguty
Project — as at 30 June 2025
Classification Tonnage (Mt)
Grade
(WO3 %)
Contained
WO3 (kt)
Indicated /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895.6 0.209 200.3
Inferred /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811.9 0.228 27.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107.5 0.211 227.3
Source: SRK
Notes:
1. The Mineral Resource estimate is effective as at 30 June 2025.
2. A cut-off grade of 0.05% WO
3 was applied to the Mineral Resource block model.
3. The Mineral Resources are reported with reasonable prospects for eventual economic extraction, using
an RMB143,000/t tungsten concentrate price (65% WO 3) within an optimized pit shell outline.
4. Mineral Resources that are not Ore Reserves do not have demonstrated economic viability. The estimate
of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation,
socio-political, marketing, or other relevant issues.
5. Mineral Resources are reported inclusive of Ore Reserves.
6. The Mineral Resource has been constrained by the latest topographic survey as of 30 June 2025.
Mining and Ore Reserve
The Project is designed as an open pit mine, consisting of conventional drill, blast, load
and haul, with a planned ore feed of 4.95 Mtpa ore. The selected open pit mining method is
conventional and is considered as an appropriate and low-risk solution. Pre-stripping, was
completed by September 2023 and mining commenced in November 2024.
For Ore Reserve and mine planning purposes, SRK conducted an optimization using the
Lerchs-Grossman 3D algorithm in Whittle software. SRK considers this analysis, which was
based on SRK’s Mineral Resource estimate, the recently completed geotechnical study and the
Modifying Factors outlined in the Preliminary Design, to be equivalent to a pre-feasibility
study (PFS).
Based on the optimization results and a detailed mine design, a mining schedule has been
prepared. The mining schedule has taken the progress of the processing plant construction and
the targeted throughput into account. The Project is estimated to have a life-of-mine (LOM) of
15 years, with an average grade of 0.206% WO
3 and an LOM stripping ratio of 1.53.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-29 –


--- page 616 ---
The proposed contractor mining fleet is reasonable for the envisaged 12.45 Mtpa total
material movement (TMM) mining capacity. However, the TMM capacity would be
approximately 3-48% over the proposed 12.45 Mtpa for 7 years, due to the stable schedule
targeting the plant feed. SRK has assumed mobilising of additional equipment via outsourcing
to accommodate the increased capacity will be done.
Applying the Modifying Factors, SRK estimated the Ore Reserve for the Project in
accordance with the JORC Code (2012). The Ore Reserve Statement is presented in Table ES.2.
The economically mineable portions of the Indicated Mineral Resource within the open pit
design and the current mining licence scope, including diluting materials and allowances for
losses, were classified as Probable Ore Reserves. The feed ore is estimated as at the primary
crusher or run-of-mine (ROM) stockpile at the processing plant.
Table ES.2: Ore Reserve Statement — Boguty Project — as at 30 June 2025
Category Ore Reserve WO 3 Grade
Contained
WO3
(Mt) (%) (kt)
Probable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868.4 0.206 140.8
Source: SRK
Notes:
1 The Ore Reserve estimate is effective as at 30 June 2025.
2 A marginal cut-off grade (MCOG) of 0.06% WO
3 was used to define ore and waste.
3 The pit optimization and the estimation of MCOG are based on a forecast price of 110,000 RMB per
ton for 65% WO 3 concentrate.
4 The Ore Reserves are reported in metric dry tonnes.
5 The Ore Reserves are reported at the reference point of the ROM stockpile before crushing.
6 The Ore Reserves are reported inclusive of Mineral Resources.
7 All materials extracted since the initial Ore Reserve estimate declared in December 2023 have been
depleted from the Ore Reserve.
Mineral processing
The primary ore minerals include scheelite with traces of wolframite and tungstite.
Scheelite occurrences are coarse grained, with 94% of grains larger than 0.074 mm.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-30 –


--- page 617 ---
The proposed processing plant follows a two-stage crushing-ore sorting-tertiary crushing-
grinding circuit, along with a flotation concentrator using a single-stage rougher, three-stage
scavenger and three-stage cleaner process. The final product is expected to comprise a scheelite
concentrate containing 65% WO
3.
The processing plant will be developed in two phases. Phase I aims for a target throughput
of 3.3 Mtpa or 10,000 tpd, while Phase II will increase the targeted throughput rate to 4.95
Mtpa or 15,000 tpd. The scheduled increase to the annual target throughput rate is shown in
Table ES.3.
Table ES.3: Targeted throughput rate
H2 2025 2026 2027 onwards
1.65 Mt 3.80 Mt 4.95 Mt
Source: Jiaxin
Note: H2: Second half of the calendar year
In Phase I, the expected tungsten recovery to tungsten concentrate is 83% (75% in H2
2025), assuming production of a 65% WO 3 concentrate. After Phase I enters production, an
industrial-scale ore sorting test will be conducted. In Phase II, the ore sorting circuit will
pre-concentrate the crushed ore from 15,000 tpd to 10,000 tpd at a 33.33% rate of rejection.
The overall tungsten recovery to tungsten concentrate is forecast at 78.85%. The inclusion of
the ore sorting circuit will enhance the grade before grinding, which will significantly reduce
the unit cost of grinding, improving the Project’s overall economic returns.
The processing plant was designed and constructed to high quality standards. Other than
the ore sorting system, the plant construction and equipment installation has been completed.
Trial production begun in November 2024. Commercial production commenced in April 2025,
progressively establishing the entire mineral processing flow. Continuous full-process
operation was achieved in the second quarter of 2025, during which process conditions were
optimized, leading to gradual improvements in throughput, concentrate grade and recovery
rates.
Infrastructure
The key infrastructure supporting the Project includes access roads, power and water
supplies, and an accommodation camp. The Project is conveniently accessible by vehicles from
Kazakhstan’s national capital, Almaty, as well as the Khorgos Kazakhstan-China borders via
the A2 highway. The main mine access road branches from the A2 highway and is paved with
graded sands and gravels. The entrance is fenced and there is a security checkpoint.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-31 –


--- page 618 ---
The Shelek Central Substation is a regional power station (120 MW capacity) and is
located 119 km from the Project. A 110 kV overhead transmission line distributes power from
the Shelek Central Substation to the Chundzha Substation, which runs south of the Project
region. Jiaxin has obtained permission from the local power bureau to connect and supply
power to the Project by installing a new 7 km-long overhead line branching from the existing
110 kV transmission line. The entire system is connected to the 30 MW power grid.
The Company has also obtained the relevant permissions to withdraw freshwater from the
nearby Charyn River, located approximately 22 km southeast of the Project area. The
freshwater can be directly used for industrial purposes and is sterilised for domestic use. Two
external pumping stations and four internal high-level water tanks have been built, and all
pumping equipment was installed and tested. All pipelines were installed and trenches were
backfilled in the first quarter of 2024. Since July 2024, water has been successfully supplied
to the mine through the 22 km-long water pipe.
A temporary accommodation camp, consisting of single-storey steel modular buildings
and cement buildings, is located in the low-lying area between the TSF and processing plant.
Despite being temporary, the buildings have been constructed to high standards and are well
equipped. A permanent accommodation camp is currently being constructed approximately 600
m south of the open pit. The supporting construction for this permanent camp involves cutting
a hill and erecting six three-storey buildings. The earthworks for the permanent camp began in
June 2023, and the construction is expected to be completed within 2 years following the
production commission. SRK considers that the infrastructure supporting all mining and
processing operations is suitable and appropriate. The connected power and water supplies are
sufficient to support the proposed operations.
Tailings storage facility
The TSF is to be located on a gentle slope approximately 3 km southwest of the
processing plant. It features an open layout and is categorised as a hillside storage facility.
Three embankments are constructed against the hillside (Figure 3.2). The TSF covers an area
of approximately 3.5 km
2. The embankment elevation ranges from 1,116 m to 1,1157 m. The
designed total storage capacity of 39.2 Mm 3 is sufficient to provide tailings storage capacity
over the LOM.
The TSF will be constructed in three phases in accordance with the design (ANTAL,
2020). The embankment built in Phase 1 (1,143 m) will be lifted progressively in Phase 2
(1,152 m) and Phase 3 (1,157 m) to accommodate storage requirements. A volumetric
assessment by SRK has confirmed the design storage capacity.
In November 2024, the TSF was put into operation.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-32 –


--- page 619 ---
Capital and operating costs
The capital cost of the Project has been incurred since 2020. From CY2020 to H1
CY2025, a total of RMB1,712.0 million was incurred. Budgeted amounts for H2 CY2025 and
CY2026 are RMB315.5 million and RMB309.3 million, respectively. The total incurred and
forecast capital cost for the initial development of the Project amounts to RMB2,236.3 million.
Upon completion of initial development by 2026, the Project will have a processing capacity
of 3.3 Mtpa ore in Phase I, increasing to 4.95 Mtpa in Phase II. TSF raising is planned for Phase
2 and Phase 3 in 2026 and 2034, respectively, at a total cost of RMB482.9 million.
The total cost for the initial development and subsequent raising of the TSF amounts to
RMB2,719.3 million. In SRK’s opinion, the capital cost forecast is appropriate to support the
remaining initial development and the Phase 2 and Phase 3 TSF construction. The capital unit
cost over the LOM is estimated to be 40 RMB/t ore or 15,900 RMB/t concentrate.
In H2 CY2025, the projected total operating cash cost is RMB331.0 million, with a unit
cash cost of 200 RMB/t ore and 91,000 RMB/t concentrate. By CY2027, as the Project reaches
its target production rate of 4.95 Mtpa and the ore sorting system for the Phase II development
is installed, the total operating cash cost is expected to increase to RMB606.1 million, but the
operating cash unit cost is projected to decrease significantly to 122 RMB/t ore and 44,400
RMB/t concentrate.
Environmental and social aspects
SRK has not identified any significant environmental or social risks that are likely to
disrupt the proposed mining and processing activities. The critical environmental permits have
been obtained. The Subsoil Use Contract was signed in 2015 and outlined the key
environmental and social conditions the Company must adhere to. Environmental impact
assessments (EIAs) for the open pit, processing plant and TSF were completed in accordance
with local legislation and were approved by the appropriate authorities in 2020 and 2021,
respectively.
The operation has also received land use approvals. Several air pollution and waste
disposal unit permits have also been granted as environmental and special water use permits.
The production water use permit was issued on 10 December 2024, granting the Company
permission to extract a specified amount of water from the Charyn River.
A closure plan for the mining area was developed in 2019 and updated in 2022. A closure
plan for the processing plant and TSF to reflect the current liabilities of the Company was
developed to meet the requirements for Asset Retirement Obligation (ARO). This plan can be
used to create a detailed closure plan that accurately reflects the closing liabilities at the end
of the LOM.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-33 –


--- page 620 ---
1 INTRODUCTION
1.1 Background
SRK Consulting (Hong Kong) Limited (SRK) is an associate company of the international
group holding company, SRK Global Limited (the SRK Group). SRK has been engaged by
Jiaxin International Resources Investment Company Ltd (Jiaxin, hereinafter also referred to as
the Company) to prepare an Independent Technical Report (ITR, or the Report) on the Boguty
Tungsten Project located in Kazakhstan (the Project) in accordance with the Hong Kong Stock
Exchange (HKEx) Listing Rules. SRK has been informed that the ITR will be included in a
prospectus relating to an initial public offering (IPO) of shares in the Company and associated
capital raising on the Hong Kong Stock Exchange (HKEx).
The Project is located in the southeastern part of Kazakhstan, approximately 180 km east
of Almaty and 160 km west of the Chinese border (Figure 1.1). The construction of the Project
is largely completed. Trial production commenced in November CY2024. The Project
commenced commercial production in April 2025, with a target annual throughput of 3.3 Mt.
In the first quarter of CY2027, the Project will transition to Phase II commercial production
with the incorporation of an ore sorting system. The target annual throughput will increase to
4.95 Mt.
Figure 1.1: Location map of the Project
Source: ESRI
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-34 –


--- page 621 ---
1.2 Scope of work
SRK’s scope of work included a review of the following technical disciplines:
 Geology and Mineral Resources
 Mining and Ore Reserves
 Mineral processing
 Tailings
 Infrastructure
 Environmental and social
 Capital and operating costs.
A risk assessment has also been included.
1.3 Reporting standard
The authors of this Report are Members or Fellows of either the Australasian Institute of
Mining and Metallurgy (AusIMM) and/or the Australian Institute of Geoscientists (AIG) and
therefore are bound by both the V ALMIN Code and JORC Code. For the avoidance of doubt,
this report has been prepared according to:
 the 2015 edition of the Australasian Code for Public Reporting of Technical
Assessments and V aluations of Mineral Assets (V ALMIN Code)
 the 2012 edition of the Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves (JORC Code).
In accordance with the stated reporting guidelines, all geological and other relevant
factors defining the Company’s Exploration Results, Exploration Targets, Mineral Resources
and Ore Reserves have been considered in sufficient detail to serve as a guide for future
exploration and development. Table 1 of the JORC Code has been used as a checklist during
the preparation of this Report and any comments are provided on an ‘if not, why not’ basis to
ensure clarity to an investor on whether aspects of the future development program have been
considered as they apply to the JORC Code (2012) Table 1.
The criteria of the JORC Code Table 1 reflect the normal systematic approach to
exploration and target evaluation. Relevance and Materiality are overriding principles which
determine the information that needs to be publicly reported. This Report has attempted to
provide sufficient comment on all matters that might materially affect a reader’s understanding
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-35 –


--- page 622 ---
or interpretation of the results being reported. The criteria under which the Project is being
evaluated are consistent with the current understanding of the geological controls on the known
mineralisation, but as more knowledge is gained these criteria could change and be improved
upon over time.
As per the V ALMIN Code (2015), a draft of the Report was supplied to Jiaxin to check
for material error, factual accuracy and omissions before the final version of the Report was
issued.
1.4 Work program
SRK’s work program completed under this commission included:
 review of supplied information
 site visits by SRK consultants at various intervals between 2018, 2024 and 2025
 estimation of Mineral Resources and Ore Reserves
 preparation of this Report.
1.5 Effective date
The effective date of the Report is 30 June 2025.
As informed by the Company, as at the Publication Date of this Report, there has been no
material change to the status of the Project since the Effective Date. This includes no material
change to the stated Mineral Resources and Ore Reserves at the Project as outlined in this
Report.
1.6 Project team
This Report has been prepared by a team of SRK consultants from the Hong Kong,
Almaty (Kazakhstan), Beijing (China), Brisbane (Australia) and Cardiff (UK) offices. The
qualifications and experience of the consultants and associates who carried out the work in this
Report are listed in Table 1.1. They have extensive experience in the mining industry and are
members in good standing of appropriate professional institutions.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-36 –


--- page 623 ---
Table 1.1: Details of the qualifications and experience of the project team
Specialist Position/SRK office Responsibility Site inspection
Professional
designation
(Gavin) Heung
Ngai Chan /H1118/H1118/H1118/H1118
Principal Consultant/
Hong Kong
Competent Person for
Mineral Resource
estimate and
responsibility for
the overall ITR
24-26 July 2018;
27-28 September
2022;
28-29 June 2025
BSc, MPhil, PhD
(Earth Sciences),
GradDip (AppFin),
GradCert
(Geostats), FAIG
Alexander Thin /H1118/H1118Principal Consultant/
Beijing
Mining and Ore
Reserve
Reserve estimate
22 November 2022 BEng, GDE,
FAusIMM(CP),
FIM3 (CEng),
FSAIMM, RPEQ
Falong Hu /H1118/H1118/H1118/H1118/H1118Principal Consultant/
Beijing
Mining and Ore
Reserves,
Competent Person
for the Ore
Reserve estimate
4 August 2025 BEng, FAusIMM
Lanliang Niu /H1118/H1118/H1118Principal Consultant/
Beijing
Mineral Processing 10 August 2023 BEng, MAusIMM
Colin Wessels /H1118/H1118/H1118Principal Consultant/
Almaty
Tailings 22 November 2022;
18 September
2023
BSc, Pr.Sci.Nat.,
SACNASP, SAIEG
Nikolai Kirillov /H1118/H1118Senior Consultant/
Almaty
Environmental and
Social
22 November 2022;
10 August 2023
BSc
Nargiza
Ospanova /H1118/H1118/H1118/H1118
Consultant/Almaty Environmental and
Social
10 August 2023;
20 November
2023
BSc, MSc
Fong Cheuk /H1118/H1118/H1118/H1118Consultant/
Hong Kong
Geology and Mineral
Resources
22 November 2022;
10 August 2023
BSc, MAIG
(Tony) Shuangli
Tang /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Senior Consultant/
Hong Kong
Geology and Mineral
Resources
21-22 July 2024
6-7 March 2025
BSc, PhD, MAIG
Robin Simpson /H1118/H1118Principal Consultant/
Almaty
Peer Review —
Geology and
Mineral Resources
No site visit BSc (Hons), MSc,
MAIG
Jane Joughin /H1118/H1118/H1118/H1118Corporate Consultant/
Cardiff
Peer Review —
Environmental and
Social
No site visit MSc, CEnv, MIEMA,
Pr.Sci.Nat.
Jeames
McKibben /H1118/H1118/H1118/H1118
Principal Consultant/
Brisbane
Peer Review —
Overall Report
No site visit BSc, MBA, MRICS,
FAusIMM(CP),
SME
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-37 –


--- page 624 ---
1.7 Limitations, reliance on information, declaration and consents
1.7.1 Limitations
SRK’s opinion contained herein is based on information provided to SRK by Jiaxin
throughout the course of SRK’s investigations as described in this Report, which in turn
reflects various technical and economic conditions at the time of writing. Such technical
information as provided by Jiaxin was taken in good faith by SRK.
This Report includes technical information, which requires subsequent calculations to
derive subtotals, totals, averages and weighted averages. Such calculations may involve a
degree of rounding. SRK does not consider such rounding to be material when it occurs.
As far as SRK has been able to ascertain, the information provided by Jiaxin was
complete and not incorrect, misleading or irrelevant in any material aspect. Jiaxin has
confirmed in writing to SRK that full disclosure has been made of all material information and
that, to the best of its knowledge and understanding, the information provided by Jiaxin was
complete, accurate and true and not incorrect, misleading or irrelevant in any material aspect.
SRK has no reason to believe that any material facts have been withheld.
1.7.2 Legal matters
SRK has not been engaged to comment on any legal matters. SRK notes that it is not
qualified to make legal representations as to the ownership and legal standing of the mineral
tenements that are the subject of this Report. SRK has not attempted to confirm the legal status
of the mineral titles, joint venture (JV) agreements, local heritage or potential environmental
or land access restrictions.
1.7.3 Reliance on other experts
SRK has not performed an independent verification of the mining rights and/or land titles,
nor the legality of any underlying agreements that may exist concerning the permits,
commercial agreements with third parties or sales contracts and instead has relied on
information as provided to SRK by Jiaxin’s independent legal advisers.
The commodity price and inflation forecasts used in this Report for economic evaluation
purposes are provided by the Jiaxin’s industry expert, Frost & Sullivan (F&S), an independent
market research and consulting company.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-38 –


--- page 625 ---
1.7.4 Source of information
This Report is based on information made available to SRK by Jiaxin and its consultants
and contractors and on information collected during the site visits. The key information
includes the Preliminary Design jointly completed by ENFI, VNIItsvetmet as well as the design
and evaluation of power and water supply, tailings storage facility (TSF) and various
environmental impact assessments (EIAs) for the Project completed by VNIItsvetmet and
ANTAL.
1.7.5 Warranties
Jiaxin has represented in writing to SRK that full disclosure has been made of all material
information and that, to the best of its knowledge and understanding, such information is
complete, accurate and true.
1.7.6 Indemnities
As recommended by the V ALMIN Code (2015), Jiaxin has provided SRK with an
indemnity under which SRK is to be compensated for any liability and/or any additional work
or expenditure resulting from any additional work required:
 which results from SRK’s reliance on information provided by Jiaxin or Jiaxin not
providing material information; or
 which relates to any consequential extension workload through queries, questions or
public hearings arising from this Report.
1.7.7 Consent
SRK consents to this Report being included, in full, in Jiaxin’s HKEx listing documents
in the form and context in which it is provided and not for any other purpose. SRK provides
this consent on the basis that the findings expressed in the Executive Summary and in the
individual sections of this Report is considered with, and not independently of, the information
set out in the complete Report.
Practitioner Consent
The Competent Person who has overall responsibility for this Report and Mineral
Resource is Dr (Gavin) Heung Ngai Chan. He is a Fellow of the Australasian Institute of
Geoscientists (AIG) and a full-time employee of SRK Consulting (Hong Kong) Limited.
Dr Chan has sufficient experience which is relevant to the style of mineralisation and type
of deposit under consideration and to the activity which he is undertaking to qualify as
a Competent Person as defined under the 2012 edition of the JORC Code. (Gavin) Heung
Ngai Chan consents to the inclusion in the Report of the Mineral Resources in the form
and context in which they appear.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-39 –


--- page 626 ---
The information in this Report that relates to Ore Reserves is based on information
compiled by Falong Hu, who is a Fellow of the Australasian Institute of Mining and
Metallugry (AusIMM). He is a full-time employee of SRK Consulting (China) Limited
and has sufficient experience which is relevant to the style of mineralisation and type of
deposit under consideration and to the activity which he is undertaking to qualify as a
Competent Person as defined under the 2012 edition of the JORC Code. Falong Hu
consents to the inclusion in the Report of Ore Reserves in the form and context in which
they appear.
HKEx requirements
Dr (Gavin) Heung Ngai Chan meets the requirements of Competent Person, as set
out in Chapter 18 of the Stock Exchange Listing Rules. Dr Chan is a Fellow of good
standing of AIG; has more than five years’ experience relevant to the style of
mineralisation and type of deposit under consideration; is independent of the issuer
applying all the tests in sections 18.21 and 18.22 of the Listing Rules; does not have any
economic or beneficial interest (present or contingent) in any of the reported assets; has
not received a fee dependent on the findings of this ITR; is not officer, employee of a
proposed officer for the issuer or any group, holding or associated company of the issuer;
and takes overall responsibility for the ITR.
1.7.8 Corporate capability
SRK is an independent, international group providing specialised consultancy services.
Among SRK’s clients are many of the world’s mining companies, exploration companies,
financial institutions, engineering, procurement and construction management (EPCM) and
construction firms, and government bodies.
Formed in Johannesburg in 1974, the SRK Group now employs some 1,700 staff
internationally in over 40 permanent offices in 20 countries on 6 continents. A broad range of
internationally recognized associate consultants complements the core staff.
The SRK Group’s independence is ensured by the fact that it is strictly a consultancy
organization, with ownership by staff. SRK does not hold equity in any projects or companies.
This permits SRK’s consultants to provide clients with conflict-free and objective support on
crucial issues.
1.7.9 Stock exchange public report
SRK has prepared many public reports for the HKEx. Selected examples are listed in
Table 1.2.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-40 –


--- page 627 ---
Table 1.2: Public reports prepared by SRK for disclosure on the HKEx
Company Y ear Project Nature
Chifeng Jilong Gold Mining /H1118 2025 Listing on HKEx
Persistence Resources Group /H1118 2024 Listing on HKEx
Huibei GreenGold /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182023 Listing on HKEx
China Graphite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182022 Listing on HKEx
Pizu Group /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182020 Major acquisition on HKEx
Heaven-Sent Gold Group /H1118/H1118/H1118/H11182019 Listing on HKEx
China Unienergy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182016 Listing on HKEx
China Mining Resources /H1118/H1118/H1118/H11182016 Major acquisition of Tongguan project
on HKEx
Agritrade Resources /H1118/H1118/H1118/H1118/H1118/H1118/H11182015 Major acquisition on HKEx, purchased
shares of an Indonesia coal mine
Feishang Non-metals /H1118/H1118/H1118/H1118/H1118/H1118/H11182015 Listing on HKEx
Future Bright Mining /H1118/H1118/H1118/H1118/H1118/H1118/H11182014 Listing on HKEx
Hengshi Mining /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182013 Listing on HKEx
Jinchuan Group International /H1118 2013 Major acquisition on HKEx
China Daye Non-Ferrous /H1118/H1118/H1118/H11182012 Very substantial acquisition on HKEx
MMG /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182012 Very substantial acquisition on HKEx
China Nonferrous Metal
Mining /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2012 Listing on HKEx
China Hanking Holdings /H1118/H1118/H1118/H11182011 Listing on HKEx
CNNC International /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182010 Acquisition of uranium mine in Africa
Sino Prosper /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182010 Acquisition of gold mine in Inner
Mongolia
United Company RUSAL /H1118/H1118/H11182010 Listing on HKEx
New Times Energy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182010 Acquisition of Hebei gold mine
Citic Dameng Holdings /H1118/H1118/H1118/H1118/H11182010 Listing on HKEx
Hao Tian Resources /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182009 Very substantial acquisition on HKEx
Green Global Resources /H1118/H1118/H1118/H11182009 Acquisition of iron ore mine in
Mongolia
Ming Fung Jewellery /H1118/H1118/H1118/H1118/H1118/H1118/H11182009 Acquisition of gold mine in Inner
Mongolia
Continental Holdings /H1118/H1118/H1118/H1118/H1118/H1118/H11182009 Acquisition of Henan gold mine
North Mining /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182009 Acquisition of Shaanxi molybdenum
mine
Kiu Hung International /H1118/H1118/H1118/H1118/H11182008 Acquisition on HKEx, purchased
shares of a coal mine in Inner
Mongolia
Sino Gold Mining Limited /H1118/H1118/H11182007 Dual listing on HKEx and ASX
Xinjiang Xinxin Mining
Industry /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2007 Listing on HKEx
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-41 –


--- page 628 ---
Company Y ear Project Nature
Yue Da Enterprise Group /H1118/H1118/H1118/H11182006 Acquisition of equity of a lead-zinc
mine in China and completion of
transaction on HKEx
China Coal Energy Company /H1118 2006 Listing on HKEx
Lingbao Gold /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182005 Listing on HKEx
Zijin Gold Mining /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182004 Listing on HKEx
Aluminum Corporation of
China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
2001 Dual listing on HKEx and NYSE
Yanzhou Coal Mining /H1118/H1118/H1118/H1118/H1118/H11182000 Sold Jining #3 Coal mine to Listco
Source: SRK
1.7.10 Statement of SRK independence
Neither SRK, nor any of the authors of this Report, has any material present or contingent
interest in the outcome of this Report, nor any pecuniary or other interest that could be
reasonably regarded as capable of affecting their independence or that of SRK. SRK has no
beneficial interest in the outcome of this Report capable of affecting its independence.
1.8 Consulting fees
SRK’s fee for completing this Report is based on a fixed price contract. The total project
fee amounts to around HK$3 million. The payment of that professional fee is not contingent
on the outcome of this Report.
2 TUNGSTEN
Tungsten is an element with the chemical symbol, W, and atomic number 74. It is a dense,
hard, steel-gray metal that is known for its high melting point, high density, high tensile
strength, and excellent corrosion resistance. Tungsten has the highest melting point of all
metals and is often used in applications that require extreme heat resistance, such as in light
bulb filaments, electrical contacts, and high-speed cutting tools. It is also commonly used as
an alloying element in the production of various steels and superalloys. Tungsten compounds
are used in a variety of industries, including electronics, aerospace, military, automotive, and
mining.
2.1 Tungsten products
Tungsten concentrate is the primary product of tungsten mine production (Figure 2.1).
The main types of tungsten concentrate include, scheelite and wolframite concentrates.
Scheelite is a calcium tungstate mineral, and scheelite concentrate is derived from ores rich in
scheelite. It is the most common type of tungsten concentrate produced worldwide. Wolframite
is an iron-manganese tungstate mineral. Wolframite is typically associated with other minerals,
such as cassiterite (tin ore). Marketable scheelite and wolframite concentrates typically contain
65-70% WO
3.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-42 –


--- page 629 ---
Most tungsten concentrates undergo beneficiation processes to remove impurities and
increase the tungsten content. The concentrate is then chemically processed to convert it into
ammonium paratungstate (APT), which is a white crystalline powder containing a high
concentration of tungsten.
APT is used as a feedstock for the production of other products but is mainly used as a
feedstock for tungsten oxide. Tungsten oxide is then converted to tungsten metal powder,
which is further used in the production of tungsten carbide (WC). Tungsten carbide serves as
the main raw material in the manufacturing of cemented carbide.
Cemented carbide is a composite material made primarily of tungsten carbide particles
bound together by a metallic binder, usually cobalt. It is a highly versatile and widely used
material known for its exceptional hardness, wear resistance, and strength. Cemented carbide
has a wide range of applications across various industries. It is commonly used in cutting tools
such as drills, end mill, inserts, and saw blades due to its excellent hardness and wear
resistance. It is also used in wear parts, such as nozzles, valve seats, wire drawing dies, and
mining tool inserts. Additionally, cemented carbide finds applications in industries such as
aerospace, automotive, metalworking, and mining, where high-performance materials are
required.
Other markets for tungsten concentrate are for the production of ferrotungsten and sodium
tungstate. Ferrotungsten serves as a master alloy used in the production of tungsten-containing
steels. The raw materials for ferrotungsten production are rich ore or ore concentrates of
wolframite or scheelite. Sodium tungstate is used in various applications, including catalysts
in chemistry, the production of pigments and dyes and metal surface treatments.
The primary product of this Project is scheelite concentrate, which contains 65% WO
3.
In addition, the Company is considering the construction of a refinery for the future production
of APT and WC.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-43 –


--- page 630 ---
Figure 2.1: Tungsten concentrate and its secondary products
Scheelite
Wolframite
Tungsten
concentrate
Ferro
Tungsten
Ammonium
paratungstate
(APT)
Sodium
tungstate
Tungsten
Oxide
Alloy
Steel
Tungsten
powder
Catalyst
High density
alloys
Tungsten
Carbide
Tungsten
Products
Cemented
Carbide
Tools
Machinery
Manufacturing
Automotive
Manufacturing
Electricity
and Energy
Petrochemicals
Steel Industry
Defense
Industry
Mining
and Extraction
......
Source: F&S
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-44 –


--- page 631 ---
3 PROJECT OVERVIEW
3.1 History and development
The Boguty tungsten deposit was discovered in 1941 and prospected by various parties
until 1969. From 1969 to 1974, the Geological Survey of South Kazakhstan, a former Soviet
Union (FSU) organization conducted systematic exploration, including diamond drilling,
trenching and extensive underground development (hereafter known as the FSU program)
(Figure 3.1).
From 2014 to 2015, Behre Dolbear Asia, Inc. (BD) was commissioned by Jiaxin to
conduct a program to verify the previous exploration results (hereafter the BD program).
In November 2015, through the acquisition of Aral-Kegen LLP (AK), Jiaxin obtained
indirect control over Zhetisu V olframy LLP (Zhetisu), which held the mining rights to the
Project.
Between 2015 and 2019, a series of metallurgical testwork programs were carried out by
various Chinese research institutes. A series of technical studies including feasibility studies,
metallurgical testwork and ore sorting testwork were carried out by various Chinese research
institutes at this time culminating in a feasibility study on the Project by China ENFI
Engineering Co., Ltd (ENFI).
In June 2020, a preliminary design (the Preliminary Design) was jointly completed by
ENFI and the Kazakhstan Eastern Mining and Metallurgical Research Institute for Non-ferrous
Metals (VNIItsvetmet), an affiliate of the National Center for Complex Processing of Mineral
Raw Materials of the Republic of Kazakhstan. The Preliminary Design covered all of the
proposed construction elements inside the Project area. Construction of external power and
water supply, design of TSF and various environmental impact assessments (EIAs) for the
Project were completed by VNIItsvetmet and ANTAL Design Institute (ANTAL) around this
time.
3.2 Construction status
In May 2021, the full-scale construction of the Project commenced with China Civil
Engineering Construction Corporation (CCECC) as the contractor.
During the construction period, the progress of the Project was hindered by the outbreak
of the COVID-19 pandemic and the subsequent implementation of travel restrictions, border
control and quarantine measures between Kazakhstan and China extending from 2021 to early
2023. In addition, the more recent onset of the Russia-Ukraine conflict has disrupted the
procurement sources and supply chains. With the removal of all COVID-related measures,
logistics between Kazakhstan and China have returned to normal. In September 2023, a
significant milestone in the construction was achieved with the completion of pre-stripping.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-45 –


--- page 632 ---
By July 2024, construction of the processing plant complex was completed, equipment
was installed, auxiliary facilities were largely set up, and testing of the processing plant
equipment commenced. The 22 km-long water pipeline supplying water to the Project was
completed.
In late October 2024, high-voltage power lines were completed, connecting the Project to
the 30 MW power grid. Commercial mining operations commenced.
In November 2024, the TSF was put into operation.
The installation of the processing plant and auxiliary equipment, access to water and
connection to the main grid power was completed by the second half of CY2024.
The trial production phase, which allows testing and fine-tuning of the processing
operation, commenced in November 2024.
Phase I commercial production commenced in April 2025, with the target processing
throughput of 3.3 Mtpa of ore.
3.3 Commissioning targets
In the second half of CY2026, the target processing volume will ramp up as the ore
sorting system is integrated into the current flowsheet.
From the first quarter of CY2027, the plant will enter the Phase II commercial production
and reach its target processing throughput of 4.95 Mtpa of ore.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-46 –


--- page 633 ---
Figure 3.1: Timeline of major development milestones at the Project
Source: Jiaxin
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-47 –


--- page 634 ---
Figure 3.2: Development status as at June 2025
Source: SRK
Note: Basemap showing LOM layout of the Project in the Preliminary Design and photographs showing development
status as at June 2025.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-48 –


--- page 635 ---
3.4 Access
The Project is geographically centered at latitude: 43 o32’22”N and longitude: 78 o58’31”E
within the Yenbekshikazakh district of the Almaty region, at the eastern end of the
Zailiysky-Alatau mountain range. It is located approximately 180 km east of Almaty. It can be
accessed by vehicle via the A2 highway, which takes approximately 2.5 hours from Almaty.
The Khorgos crossing with China, which is used for both passenger and cargo, is located 160
km to the east of the Project along the A2 highway. The closest international airport is in
Almaty, with regular flights to key cities in the region, as well as several global transportation
hubs (Figure 3.3).
Figure 3.3: Project location
Source: modified after ESRI
The main access road to the mine has been constructed and branched from the A2
all-weather highway. The road i s 9 m wide, paved with graded rock fragments, from bottom to
top 22 cm mixed gravels basement, 25 cm graded gravels and 3–4 cm wearing coarse. The
Project area has been fenced and a security checkpoint has been established at the mine
entrance.
Most equipment and materials are now sourced and procured from China, where shipment
can be made through the Khorgos Port. Export of tungsten products to China can also be
trucked along the same route. Export to other overseas markets can be achieved by
Trans-Caspian International Transport Route (TCITR), an international logistics infrastructure
corridor which starts in China and extends through Kazakhstan, the Caspian Sea, Azerbaijan,
Georgia, Turkey and on to Europe. The nearest rail station on TCITR to the Project is the
Altynkol station in the Kazakhstan side of Khorgos Port (Figure 3.4), a distance of
approximately 160 km.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-49 –


--- page 636 ---
Figure 3.4: Trans-Caspian International Transport Route
Source: Транскаспийский Международный Транспортный Маршрут (TCITR)
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-50 –


--- page 637 ---
3.5 Climate and physiography
The climate at the Project area is continental. In January, the average monthly temperature
is -8.8°C, while in July, it rises to a peak of 28.9°C. The seasonal temperature fluctuations are
significant, ranging from 40°C in summer to -39°C in winter. Annual precipitation averages at
442.4 mm (rainfall) and 64.22 mm (snow), with most of the precipitation falling between
March and May. The prevailing wind direction is predominantly from the east and southeast,
with average annual speeds ranging from 1.0 m/s to 2.0 m/s.
The region experiences various adverse weather conditions throughout the year. These
include late spring and early autumn frosts, strong winds, dust storms, hail, drought, and dry
winds, as well as snowstorms, and strong winds in winter.
The Project area is located in hilly area, consisting of narrow valleys with rocky or scree
slopes. The maximum elevation within the Project area is 1,812.4 m above sea level.
The nearest settlement to the Project is the Kokpek village, located 25 km to the
northeast. The latest available census data is from 2009 and recorded that 74 people lived in
this village. In addition, two other settlements, Shelek and Chundzha, are situated to the west
and east of the Project, respectively (Figure 3.5).
The district economy relies primarily on agriculture, albeit on a small scale. The main
commercial crops cultivated are cereals, oilseeds (including sunflower and safflower) and
soybeans. In addition, livestock grazing is widespread in the district, despite the fragmentation
of grazing lands caused by road development. During SRK’s site visit in July 2023, livestock
grazing was observed to be occurring approximately 7-8 km away from the Project area.
However, the Project area is fenced, which effectively mitigates the risk of livestock entering
the Project area.
The Charyn State National Nature Park is located to the immediate east of the Project
area. This Park, which is transected by the Charyn River, serves as a protected area for the
migration routes and habitats of various wild animals, including rare and endangered ungulate
species. It also preserves the habitats of rare and endangered plant species (Figure 3.5).
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-51 –


--- page 638 ---
Figure 3.5: Natural environment and communities near the Project
Source: SRK
The Project is situated in proximity to two significant water bodies, namely the Charyn
River, located 20 km to the south, and the transboundary Ili River, which flows approximately
35 km to the north from the Project area. A catchment map illustrating the potential drainage
pathways from the Project area (Figure 3.6) highlights that the water catchments of the Project
facilities directly drain towards the Ili River.
The Ili River is a transboundary river shared by China upstream and Kazakhstan
downstream. It serves as the primary water source for the Kapchagay Reservoir and Lake
Balkhash. The flow of the Ili River from northwest China has been declining steadily since the
1970s, while the agricultural land area along the Ili River in China has increased by 30% in the
past two decades. Intensive water usage is also prevalent within Kazakhstan. More than 90%
of the water extracted from the Ili River is used for irrigated agricultural purposes, as well as
the Kapchagay Hydroelectric Power Plant, and municipal and industrial water supply.
Since its construction in 1970, the Kapchagay water reservoir (capacity: 39 km
3 of water
derived from the Ili River) has decreased the flow in the Ili River by two-thirds and led to a
decline in the lake’s water level. Lake Balkhash, which depends on the glacier-fed
transboundary Ili River for 80% of its capacity, remains vulnerable to runoff and climate
change. The lake’s area and volume have experienced significant variations, exhibiting both
long-term and short-term fluctuations in water levels.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-52 –


--- page 639 ---
Figure 3.6: Location of Project area relative to catchments towards the Ili River
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-53 –


--- page 640 ---
3.6 Seismicity
Based on the Kazakhstan regional seismicity map, the seismic fortification intensity of
the Project area is at Magnitude 9. The peak ground acceleration ranges from 0.415g to 0.598g,
depending on the rock types present, as well as the soil and rock mechanics. The Project area
mainly consists of sedimentary rocks and the peak ground acceleration is determined at 0.506g.
The design and construction of the Project has taken the potential earthquake risk into
account and earthquake precautionary reinforcement has been included.
3.7 Mining rights
The mining rights of the Project are covered by the Subsoil Use Contract No. 4608-TPI
and three subsequent addenda. The current owner of the Subsoil Use Contract is Zhetisu
V olframy LLP (Zhetisu). Zhetisu operates as a joint venture (JV) company with two
participants: Aral-Kegan LLP (AK), holding 97% of the participatory interest, and Ever
Trillion International Singapore PTE LTD, holding 3% of the participatory interest. AK has two
participants: Jiaxin International Resources Investment Limited S.à.r.l., holding 99.99% of the
participatory interest, and Mr. Liu Liqiang, holding 0.01% of the participatory interest.
The mining rights cover an area of 1.16 km
2 and permits exploitation of the resource up
to a maximum depth of 300 m below surface. The specific boundaries of the mining licence are
outlined in Table 3.1 and shown in Figure 3.7. The mining rights were issued by the Ministry
of Investments and Development of Kazakhstan, MID (a predecessor of the Ministry of
Industry and Construction of Kazakhstan, MIC) is valid from 2 June 2015 to 2 June 2040 for
period of 25 years.
Table 3.1: Boguty mining rights coordinates
Boundary Point Latitude Longitude
1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843°31’56” 78°57’50”
2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843°32’23” 78°58’05”
3 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843°32’31” 78°58’22”
4 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843°32’35” 78°58’47”
5 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843°32’31” 78°58’58”
6 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843°32’18” 78°58’58”
7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843°32’09” 78°58’47”
8 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843°32’09” 78°58’32”
9 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843°31’50” 78°58’07”
10 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843°31’50” 78°57’54”
Source: Jiaxin
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-54 –


--- page 641 ---
Figure 3.7: Mining rights projected on satellite image
Source: SRK
4 GEOLOGY AND MINERAL RESOURCES
4.1 Regional geology
Regionally, the Project is situated on the Chu-Yili microcontinent, which constitutes the
southern limb of the Kazakhstan Orocline within the western Central Asian Orogenic Belt
(CAOB) (Windley et al., 2007 and Wang et al., 2019).
The basement rocks of the Chu-Yili microcontinent comprise Cambrian gabbro and
ultramafic rocks overlain by Palaeozoic sedimentary rocks from the Ordovician Ulkenboguta
Formation, with a total thickness of 2,800-4,300 m. These sedimentary sequences consist of
conglomerate, sandstone and siltstone to mudstone units (Windley et al., 2007 and Wang et al.,
2019).
During the Late Ordovician to Middle Silurian, subduction and accretionary events
caused compression and amalgamation of the Chu-Yili microcontinent with other geological
terranes and microcontinents. This process resulted in the formation of a complex fold belt,
accompanied by subparallel and steeply dipping faults and fractures striking north to northeast.
Multiple phases of granitic magmatism associated with the orogeny in the Devonian and
Carboniferous intruded the folded sediments. These intrusive events are regionally associated
with hydrothermal mineralisation (Figure 4.1 & Figure 4.2) (Windley et al., 2007 and Wang et
al., 2019).
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-55 –


--- page 642 ---
Figure 4.1: Regional tectonic setting of the Kazakhstan Orocline,
western Central Asian Orogenic Belt
Source: modified after Windley et al., 2007, Wang et al., 2019
Figure 4.2: Tectonic model of the Kazakhstan Orocline
Source: modified after Wang et al., 2019
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-56 –


--- page 643 ---
4.2 Local geology and mineralisation
The Project is situated in the southern portion of the Boguty Syncline, which was formed
during the Late Ordovician. The central part of this fold hosts Lower Palaeozoic sediments,
primarily consisting of sandstone, siltstone and shale sequences from the Middle and Upper
Members of the Ordovician Ulkenboguta Formation. The limbs of the fold comprise Upper
Palaeozoic volcanic rocks (GKZ, 1974, Figure 4.5).
During the Devonian (400-500 Ma), a porphyritic granite intrusion was emplaced into the
folded sedimentary rocks along a series of north-trending faults. Extensive subparallel
fractures that trend northwest within the folded rocks were formed. A subsequent phase of
granitic intrusion, dated at around 380-410 Ma, occurred in association with tungsten-bearing
hydrothermal fluids. This process led to the development of a network of quartz-scheelite
veins, primarily filling the fractures in the southeastern contact zone within the granite, within
the siltstone and sandstone unit of the Middle Member of the Ulkenboguta Formation. These
quartz-scheelite veins range in length from a few centimetres to tens of centimetres and occur
as stockworks and veinlets. These centimeter-scale veins commonly occur as conjugate sets,
cutting through the sediments. Disseminated scheelites also occur in the surrounding host
sediments (Figure 4.3, Figure 4.4 & Figure 4.5).
The mineralisation extends of a length of approximately 2,000 m in a northeast direction,
with a lateral extent of 400 m towards the east. It dips subvertically northwest, reaching a
maximum depth of 500 m below surface. The quartz veins and association mineralisation
appear to diminish in number when mineralisation extends into the younger shale sequence and
finer-grained, siliceous sediments of the Upper Member of the Ulkenboguta Formation. Two
post-mineralisation dykes, measuring 1-4 m in width, are also present. These diabase and
lamprophyre dykes cut through the central part of the known mineralisation (Figure 4.5, Figure
4.9 & Figure 4.10).
The principal ore mineral is scheelite (CaOWO
3) and there are subordinate amounts of
wolframite ((Fe,Mn)OWO 3) and tungstite (WO 3H2O). The distribution and occurrence of
scheelite mineralisation exhibit highly irregular patterns. Scheelite is predominantly observed
as minute grains enclosed within quartz minerals and brecciated quartz fragments. The
thickness and morphology of the mineralisation also vary significantly over short distances. In
addition to scheelite, field and core inspections have revealed the presence of other metal
minerals, including pyrite, haematite, chalcopyrite, spherite, molybdenum and galena.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-57 –


--- page 644 ---
Figure 4.3: Quartz-scheelite veins cutting through sandstone
Source: SRK site visit July 2018
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-58 –


--- page 645 ---
Figure 4.4: Fluorescent scheelite grains observed on the adit wall under
ultraviolet light
Source: SRK site visit July 2018
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-59 –


--- page 646 ---
Figure 4.5: Geology and schematic cross section of the Project area
Source: modified after GKZ
4.3 Historical exploration
Prior to 1969, several small-scale exploration programs were conducted in the Project
area by various groups (Table 4.1). However, the samples were not properly preserved, and
exploration results were not documented in detail.
In the period between 1969 and 1974, the Geological Survey of South Kazakhstan, an
FSU organization carried out a systematic exploration program (known as the FSU program).
In 2014-2015, Jiaxin commissioned BD and its collaborator to carry out a verification program
of the previous exploration results (the BD program).
The key historical exploration works are summarized in Table 4.1. Details of the
systematic exploration conducted between 1969 and 1974 and the verification program carried
out in 2014-2015 are described in Section 4.4.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-60 –


--- page 647 ---
Table 4.1: Summary of historical exploration
Y ear Parties involved Key exploration works
1941 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118I.I. Mashkara  Discovery of scheelite, quartz and
molybdenum mineral sands in the Boguty
area
1942 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Geological Survey
of Kazakhstan
 Exploration on rare metals in placers
 Discovery of scheelite-bearing placers
 Sampling of 21 scheelite-bearing veins
and 1 molybdenite-bearing vein
1942-1948 /H1118/H1118/H1118/H1118Mine Department of
Almaty
 Small-scale mining on the tungsten
placers, producing a total of 175 t of
scheelite concentrate
 Excavation of four adits totaling 207 m,
intercepting >5 cm quartz veins with
average WO
3 grade at 0.37%
1947-1954 /H1118/H1118/H1118/H1118Kazakhstan Geology
and Metals Joint
Company
7 k m
2 of surface mapping, 377 m of
prospecting holes and 100 m 3 of trenches
 Collection of 588 sand samples and 91
test samples
 Identification of 29 quartz-scheelite vein
outcrops
 Collection of 168 samples from 23 veins
 Assay of placer samples with scheelite of
233-583 g/m
3 in raw samples and 2,477
g/m3 in sieved samples
 Production of 17 t of placer scheelite
concentrates
1961-1963 /H1118/H1118/H1118/H1118Geological Survey
of Soviet Union
 Research on rare metals mineralisation
and compilation of exploration targets in
South Kazakhstan
 Prospectivity study of stockwork-type
deposits in the Boguty area
1968 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Geological Survey
of South
Kazakhstan
 Excavation of four trenches (200 m
spacing) cutting through the central part
of mineralised stockwork outcrop
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-61 –


--- page 648 ---
Y ear Parties involved Key exploration works
1969-1974 /H1118/H1118/H1118/H1118Geological Survey
of South
Kazakhstan;
National Reserve
Committee of
Soviet Union
 1:10,000 surface geological mapping
 12,176.7 m of surface drilling, 7,440.3 m
of underground drilling and collection of
3,459 samples
 Excavation of 30,690 m
3 of surface
trenches and collection of 19,943 m or
8,452 channel samples
 Development of three levels of adits with
a total length of 12,987 m, including drifts
and cross-cuts, and collection of 17,576 m
or 7,618 channel samples from adit walls
 Comprehensive geotechnical and
hydrological drilling, sampling and testing
 Sample collection and metallurgical
testwork on 1,511 t of samples
2014-2015 /H1118/H1118/H1118/H1118Jiaxin; Behre
Dolbear Asia, Inc.
 Resampling of 16 groups of check adit
intervals, totaling 362 m and 181 samples
 Resampling of 9 groups of check trench
intervals, totaling 152 m, and collection of
76 samples
 18 diamond drill holes totaling 5,075.1 m
Source: GKZ, BD, compiled by SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-62 –


--- page 649 ---
4.4 FSU and BD exploration programs
4.4.1 Overview
The FSU program was carried out between 1969 and 1974 by the Geological Survey of
South Kazakhstan. This systematic exploration program included mapping, trenching, drilling,
adit development, geophysical surveys, mineralogical and petrological studies and
metallurgical testwork (Figure 4.6 & Figure 4.7). The exploration lines were laid down
perpendicular to the interpreted strike of the deposit, at approximately 120°-300°. Each
exploration line was spaced at a nominal 50 m distance in the central part the deposit and
100-200 m towards the northeastern and southwestern ends of the deposit. No samples from the
FSU program were preserved, but all exploration results were recorded systematically in a
five-volume report and associated maps, compiled by the National Reserve Committee of
Soviet Union (GKZ) in 1974. The results included an estimate of the quantum of mineralisation
(GKZ, 1974).
Figure 4.6: Adits development — FSU program
Source: SRK site visit July 2018
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-63 –


--- page 650 ---
Figure 4.7: Surface trenches across the deposit — FSU program
Source: SRK site visit July 2018
In 2014-2015, BD carried out further studies designed to validate the historical results
from the FS program. At this time, the adits and trenches were cleared and assessed, and check
samples were collected along historical adits and trenches. Surface drilling was also conducted
(Figure 4.8). BD’s validation program resulted in the definition of a Mineral Resource estimate
in accordance with the guidelines of the 2012 JORC Code (BD, 2015).
Figure 4.8: Surface drill hole and drill core storage — BD program
Source: SRK site visit July 2018
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-64 –


--- page 651 ---
4.4.2 Surveying
For survey projection purposes, the Pulkovo 1942/Gauss-Kruger Zone 14 coordinate
system was used in the BD program. All adit portals, trenches and drill holes of the FSU
program were resurveyed by a contractor using the global positioning system-real time
kinematic (GPS-RTK) system. The same system was used to survey the drill holes during the
BD program. Jiaxin provided the topographic map as of December 2023 of the Project area,
which also used the GPS-RTK system. In the BD program, downhole surveys were measured
every 50 m using REFLEX ACT™ equipment.
4.4.3 Surface trenching
In the FSU program, trenches were excavated along the exploration lines at a nominal 50
m spacing (Table 4.2). Between exploration lines 20 and 28, trenches were excavated at a
closer spacing of 25 m to improve control of the geometry of the deposit. A total volume of
30,690 m
3 of material was excavated. Along the trenches, channels measuring 10 c m×5c m
× 2 m were cut, resulting in a total length of 19,943 m, and 8,452 samples were collected using
hammers and chisels. A full list of trenches excavated is shown in Appendix A.
In the BD program, nine groups of trench intervals were cut, a total of 152 m, and 76
check samples were collected between exploration lines 24 and 38. SRK inspected the trenches
excavated during the FSU and BD programs during the SRK site visit in 2018.
Table 4.2: List of BD trench ID and their corresponding FSU trench ID and
sampling intervals
BD Trench ID
FSU
Trench ID From To Length
(m) (m) (m)
#K34 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118K34 181 195 14
#K37 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118K37 155 165 10
#K38 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118K38 99 109 10
#K32 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118K32 410 430 20
#K31 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118K31b 62 82 20
#K29 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118K29 278 302 24
#K28 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118K28b 176 182 6
#K24 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118K24b 132 150 18
#K30 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118K30 242 262 20
Source: GKZ, BD, compiled by SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-65 –


--- page 652 ---
Figure 4.9: Surface exploration works
Source: modified after GKZ, BD
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-66 –


--- page 653 ---
4.4.4 Underground sampling
In the FSU program, three levels of adits were developed: Adit 6 at 1,625 mRL, Adit 5
at 1,565 mRL and Adit 7 at 1,445 mRL. The locations of the adit portals are shown in Figure
4.9. These adits have a combined length of 12,887 m. The main drifts, measurin g3m×3m ,
run parallel to the strike of deposit, while the cross-cuts, also measurin g3m×3m ,a r e
perpendicular to strike, aligning with the exploration lines. The entire length of the north walls
was sampled, approximately 1.5 m above the floor. Most of the mineralised intervals on the
opposite south wall were also sampled. In total, 7,618 samples were collected, with a
cumulative length of 17,576 m. The samples were collected by either hammers and chisels, or
saws, from channels measuring 10 c m×5c m×2m .A full list of the developed cross-cuts is
shown in Appendix B.
In the BD program, check sampling was conducted on 16 groups of representative
intervals in adits 5 and 6, spanning exploration lines 22 to 29 (Table 4.3). A total of 181
samples, each wit ha2m length, were collected. The samples were obtained using a hammer
and chisel from channels measuring 10 c m×3c m×2m .S R K inspected the channels cut by
the FSU and BD programs during SRK’s site visit in July 2018.
Table 4.3: List of BD cross-cut ID and their corresponding FSU cross-cut ID and
sampling intervals
BD cross-cut ID
FSU
cross-cut ID From To Length
(m) (m) (m)
#1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118624C3_N 227 251 24
#2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118624C3_N 81 107 26
#4 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118626C3_N 8 34 26
#6 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118627HB_N 36 60 24
#7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118628C3_N 38 58 20
#8 (REVISED) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118629C3_N 0 24 24
#12 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118518C3_N 72 92 20
#15 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118522C3_N 114 134 20
#14 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118522HB_N 10 34 24
#16 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118523C3_N 54 84 30
#17 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118524C3_N 86 106 20
#18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118524HB_N 48 68 20
#21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118526HB_N 4 18 14
#22 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118527C3_N 66 78 12
#23 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118528HB_N 8 24 16
EXTRA /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118524C3_N 0 42 42
Source: GKZ, BD, compiled by SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-67 –


--- page 654 ---
Figure 4.10: Main drifts, cross-cuts and interpreted geology in Adits 5-7
Source: modified after GKZ
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-68 –


--- page 655 ---
4.4.5 Surface and underground drilling
In the FSU program, 38 surface drill holes were drilled in the central part of the deposit.
The drill holes had a combined length of 12,176.7 m and were spaced approximately 50 m ×
100 m, with wider spacing towards the fringes of the deposit. The core recovery of the surface
drill holes was generally poor, ranging from 37% to 75%, with an average of 55%. The original
drill log sheets were not preserved. Assay results were recorded only for the mineralised
intervals, and cores were not photographed, but were sampled in their entirety. SRK was able
to locate the collars of these historical drill holes during its site visit in 2018.
A total of 71 subhorizontal underground drill holes (for 7,440.3 m) were conducted across
three adit levels, with the core recovery of the drill holes ranging from 31% to 96%. The
primary objective of the underground drilling was to assess the extent of mineralisation
encountered in the cross-cuts of the adits to help guide the underground development.
In the BD program, diamond drill holes were positioned between exploration lines 21 to
32 to verify the historical estimate of the quantum of mineralisation and investigate the
extension of the mineralisation beyond Adit 7 (Table 4.4 & Table 4.5). The drill holes were
initiated with PQ-size core (85 mm diameter) near the surface, followed by HQ-size core (63.5
mm diameter), and further downhole, NQ-size core (47.6 mm diameter) was used. A total of
18 diamond drill holes were drilled (5,075.1 m), with one hole being lost and three of them
being redrilled as ‘twinned holes’ due to the premature loss of the original holes. The average
core recovery rate was 95%. All the core samples were logged and photographed for geological
and geotechnical (rock quality designation, RQD) analysis. The remaining halved cores were
preserved in a warehouse in Almaty (Figure 4.8). Collars of BD surface drilling are shown in
Figure 4.9.
Table 4.4: Details of BD drill holes
Hole ID X Y Z Azimuth Dip EOH
(°) (°) (m)
BD21-1 /H1118/H1118/H1118/H1118/H111814335992 4824443 1610 121.5 -85 250
BD23-1A /H1118/H1118/H1118/H111814335977 4824529 1620 121.5 -45 290
BD25-1 /H1118/H1118/H1118/H1118/H111814336043 4824637 1654 121.5 -75 490.3
BD25-2 /H1118/H1118/H1118/H1118/H111814336107 4824609 1654 121.5 -75 490
BD25-3 /H1118/H1118/H1118/H1118/H111814336166 4824568 1660 121.5 -75 319
BD25-3A /H1118/H1118/H1118/H111814336165 4824568 1660 121.5 -75 383
BD27-1 /H1118/H1118/H1118/H1118/H111814336219 4824671 1697 121.5 -75 322.8
BD27-2 /H1118/H1118/H1118/H1118/H111814336220 4824671 1697 121.5 -60 500
BD29-1 /H1118/H1118/H1118/H1118/H111814336304 4824673 1702 121.5 -66 54
BD29-1A /H1118/H1118/H1118/H111814336356 4824645 1701 121.5 -65 286.5
BD30-1 /H1118/H1118/H1118/H1118/H111814336398 4824731 1732 121.5 -67 282
BD30-1A /H1118/H1118/H1118/H111814336398 4824732 1732 121.5 -67 424
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-69 –


--- page 656 ---
Hole ID X Y Z Azimuth Dip EOH
(°) (°) (m)
BD31-1 /H1118/H1118/H1118/H1118/H111814336439 4824762 1734 121.5 -85 425.5
BD31-2 /H1118/H1118/H1118/H1118/H111814336438 4824762 1735 121.5 -65 119.3
BD31-2A /H1118/H1118/H1118/H111814336438 4824762 1735 121.5 -65 33.9
BD31-2B /H1118/H1118/H1118/H111814336618 4824657 1685 301.5 -47 70.8
BD32-1 /H1118/H1118/H1118/H1118/H111814336473 4824802 1732 121.5 -80 334
Source: BD
Note: EOH — end-of hole.
Table 4.5: Redrilled (twinned) holes
Original Hole ID Depth
Twinned
Hole ID Depth
(m) (m)
BD23-1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118LOST BD23-1A 290
BD25-3 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118319 BD25-3A 383
BD30-1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118282 BD31-A 424
BD31-2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118119.3 BD31-2A 33.9
Source: BD
4.4.6 Sample preparation and assaying
In the FSU program, the Central Chemical Laboratory of the Regional Geology
Department in South Kazakhstan was the primary analytical facility used for sample
preparation and assay. To ensure quality control, umpire laboratory checks were also conducted
in the Moscow Central Laboratory in the former Soviet Union.
The samples underwent a series of preparation steps. They were first crushed and
pulverised to achieve a grain size of 1 mm. The assay was then performed using the wet
chemistry method. A 250 g portion of the samples was heated to 600°C in a porcelain crucible
and mixed with hydrochloric acid to decompose elements that could interfere with the analysis.
The resulting solutions were combined with 20 mL of sodium peroxide, 30% potassium
thiocyanate, and 1.5% titanium trichloride. Once the color development process was complete,
the solutions were transferred to a 20 mm cuvette for photoelectric colorimetry analysis. To
compare the color intensity, a standard solution of 0.0001 g/mL WO
3 (equivalent to 100 ppm
or 0.01% WO 3) was used.
In the BD program, the drill cores were halved using a diamond saw. All samples were
submitted to ALS Kazlab LLP, Kazakhstan, for preparation.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-70 –


--- page 657 ---
All trench and adit channel samples, together with approximately 60% of the drill
samples, were sent to ALS Chita, Russia (ALS Chita), for analysis. Approximately 20% of the
drill samples were sent to ALS Guangzhou, China (ALS GZ), and the remaining 20% were sent
to Intertek Beijing (Intertek). BD reasoned that the atypical practice of using three principal
laboratories would expedite the entire program.
In ALS Kazlab, all samples were pulverised to 85% <75 µm. The prepared samples sent
to ALS Chita were initially assayed using ME-ICP61 procedure where tungsten digestion is
partial and tungsten content is reported as tungsten percentage (W%). All samples with values
greater than 0.03% W were then re-run using the total digestion, fusion ME-ICP81x procedure,
in which 0.1 g prepared samples were mixed with 1.1 g sodium peroxide flux and fused in a
zirconium crucible heated to 700°C. The resulting melt is cooled and dissolved in dilute
hydrochloric acid. This solution is then analyzed by ICP-OES (inductively coupled plasma-
optical emission spectroscopy) and the results are corrected for spectral inter-element
interferences. Total tungsten (W) is reported as per cent tungsten within the range of 0.01% W
to 30% W. ALS GZ used the same procedure as ME-ICP81x but reported in WO
3 %. The
Intertek tungsten procedure was also a sodium peroxide fusion (but in a nickel crucible), with
per cent tungsten results reported from ICP-OES.
SGS V ostok Laboratory, Russia (SGS), was used as the umpire laboratory, and applied the
same analytical procedure as ALS Chita, under the code ICP90A, and the result was reported
in W ppm.
4.4.7 Sample preparation and assaying
In the FSU program, a total of 195 samples and six bulk samples were described for
obtaining the average density value for the mineralised sandstone and sandstone-shale unit. An
average specific gravity value of 2.74 t/m
3 was used for the host sediment to the mineralisation.
In the BD program, samples for density measurement were collected at 10 m intervals
within each drill hole. These samples were measured by the water immersion method. In total,
403 samples were collected from the sandstone and sandstone-shale unit that hosts the
mineralisation, and 37, 4 and 2 samples were collected from the granite, diabase and
lamprophyre units, respectively, all of which are considered barren (Table 4.6).
Table 4.6: Specific gravity of major rock types
Rock type
Average specific
gravity value
Number of
samples
(t/m 3)
Sediment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.74 403
Granite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.64 37
Diabase /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.79 4
Lamprophyre /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.72 2
Source: BD
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-71 –


--- page 658 ---
4.4.8 Quality assurance and quality control
In the FSU program, pulp duplicates and inter-laboratory checks were used as part of the
quality assurance and quality control (QAQC) procedures. No blanks or certified reference
materials (CRMs) were employed.
The BD program comprised several QAQC protocols. One pulp duplicate, one blank and
one CRM were included at rate of approximately every 30 samples. Additionally, during the
early trench and adit resampling, one field duplicate and one coarse duplicate were inserted to
assess the homogeneity of mineralisation.
Duplicate
In the FSU program, 1,946 pulp duplicates were assayed, equivalent to 6.35% of all
samples. The results demonstrated a good level of reproducibility.
In the BD program, a total of 25 field duplicates, 25 coarse duplicates and 106 pulp
duplicates were assayed. The field duplicates showed relatively poor reproducibility,
primarily due to the heterogeneity of mineralisation. However, once the samples were
crushed, ground and homogenised, the performance of coarse and pulp duplicates
improved, resulting in better reproducibility. There was no evidence of significant bias in
the results (Figure 4.11).
Figure 4.11: BD duplicates
Source: modified after BD
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-72 –


--- page 659 ---
Blanks
In the BD program, a total of 113 blanks were inserted. Most of the samples (all
except four) reported values of /H113490.01% W, which is just at the detection limit. Three of
the samples reported results of 0.02% W or 0.03% W, slightly above the detection limit
(Figure 4.12). These findings provide strong assurance that no contamination was
introduced during the sample preparation and assay processes.
Figure 4.12: BD blanks
Source: modified after BD
Note: Solid red line represents the detection limit.
Standards
In the BD program, six CRMs with varying tungsten concentrations were employed.
Table 4.7 presents the expected values along with their ±3 standard deviations (SD). A
total of 113 CRMs were incorporated into the sample stream. Most of the results fell
within the acceptable range of ±3SD. While a few CRM results deviated from the
expected values, typically showing lower readings, there was no clear evidence of
significant bias overall (Figure 4.13).
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-73 –


--- page 660 ---
Table 4.7: List of CRMs used in the BD program
Name of CRM Certified value
Standard
deviation
(W%)
CRM-TLG-1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.083 0.004
CRM-W-104 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.20 0.0076
CRM-CDN-W-4 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.366 0.012
CRM W-108 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.72 0.0185
CRM W-105 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.40 0.0341
CRM W-106 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.16 0.0583
Source: BD
Figure 4.13: BD CRMs
Source: modified after BD
Note: Solid red line represents the certified value while the dotted lines indicate the ±3SD levels.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-74 –


--- page 661 ---
Independent laboratory checks
In the FSU program, a total of 2,211 samples, accounting for 7.45% of the original
samples were sent to Moscow Central Laboratory for inter-laboratory checks. SRK noted
that the results showed a high level of reproducibility in the assay results.
In the BD program, round robin tests among the three laboratories engaged (ALS
Chita, ALS GZ and Intertek) were performed and SGS served as the umpire laboratory.
A total of 182 pulp samples were re-assayed at SGS and showed good correlation.
4.4.9 SRK verification
SRK visited the Project site in July 2018. This site visit involved examining the historical
exploration work conducted during the FSU and BD programs. Surface trenches and drill hole
collars were inspected. Channels collected along underground adits and trenches cut were also
examined. The stored drill cores and pulp samples from the BD program were reviewed in a
warehouse in Almaty. SRK conducted spot-checks on some of the drill core intervals.
In November 2022, SRK independently collected 72 pulp samples from the BD program
undertaken in 2014-2015. These pulp samples were the remains of samples obtained from
trenches, adits and drill holes taken at various locations and with different WO
3 grades. The
samples were submitted to ALS Karaganda in Kazakhstan for sample preparation and then
dispatched to ALS Ireland for analysis using the ME-ICP61 and ME-ICP81x methods, which
are the same analytical methods used in 2014. The results of these 72 check samples show very
good reproducibility compared to the 2014 results (Figure 4.14).
Figure 4.14: SRK check samples
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-75 –


--- page 662 ---
4.4.10 Conclusion
BD program
The QAQC results of the BD program as well as a review of the sampling
procedures and preparation indicate that there are unlikely to be significant issues with
the sample preparation procedures. The blank results suggest that there are no
contamination issues. The data from the CRMs fall within the ±3SD range of the expected
values and do not exhibit any systematic bias. Independent check sampling conducted by
SRK in 2022 also demonstrated good reproducibility of the results. The density
measurement procedures are appropriate, and the average density value is the same value
determined by the FSU. Overall, SRK considers the assay and density data obtained
during the BD program to be reliable and suitable for Mineral Resource estimation.
FSU program
For the FSU program, the core recoveries for the surface drilling were poor, ranging
from 37% to 75%, with an average of 55%, and underground drilling was conducted
across three adit levels, with the core recovery of the drill holes ranging from 31% to
96%. SRK considers the drilling results are of insufficient quality for Mineral Resource
estimation, but they can be used for grade shell modeling.
The pulp duplicate and inter-laboratory results were satisfactory, but no blanks or
CRMs were used in the analysis. The sample collection and preparation procedures
described for the expansive exploration program appear to be appropriate, and the relicts
of the adits and trenches were also observed. However, samples were not preserved from
the FSU program for any check assay. SRK therefore conducted an analysis of the BD and
FSU datasets, as well as a comparison between the two datasets.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-76 –


--- page 663 ---
4.5 FSU and BD programs data analysis
4.5.1 FSU north and south walls
In the FSU program, the north wall of each cross-cut was sampled along its entire length,
and subsequently, most of the mineralised intervals in the opposite south wall were also
sampled. Figure 4.15 presents an example of sampling results on the north and south walls
along Cross-cut 522 in Adit 5 as well as the BD check sampling results. The results indicate
that the presence of mineralisation and its trend can be confirmed through opposite wall
sampling in the FSU program, as well as sampling conducted by BD in its program. However,
the results also highlight the nature of heterogeneity or variation over short distances of the
mineralisation. The poor reproducibility of check sampling results is particularly noticeable in
the high-grade intervals.
Figure 4.15: Comparison of different assay data along Cross-cut 522
Source: GKZ, SRK analysis
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-77 –


--- page 664 ---
4.5.2 FSU and BD check sampling
The BD program also involved sampling representative intervals in the trenches and adits
excavated during the FSU program. The average grades of samples collected in these two
programs are presented in Figure 4.16. The results show that the samples from the FSU
program generally have higher average grades compared to the check samples collected during
the BD program.
Figure 4.16: Comparison of average grades in FSU and BD trench and adit samples
Source: GKZ, BD, SRK analysis
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-78 –


--- page 665 ---
4.5.3 FSU and BD data comparison
Given the heterogeneity of the mineralisation, SRK’s data comparison involved several
steps:
 0.08% WO 3 grade shells were created by using the combined unfiltered FSU and BD
data.
 For the FSU program, a simplified dataset was prepared by excluding the south wall
data and drilling data. The south wall data were used for check sampling of the
mineralisation and were excluded to avoid duplication. All drilling data were
excluded due to their poor recovery.
 All BD data were used.
 The simplified FSU and BD data were composited t o 2 m lengths.
 Buffers were generated within a 50 m radius of the BD and FSU sampling locations.
 The composited samples within the intersecting volumes of the 0.08% WO
3 grade
shells and the buffers were evaluated (Figure 4.17).
Figure 4.17: Intersection grade shell and >0.08% WO 3 composites in the comparison
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-79 –


--- page 666 ---
Table 4.8: Basic statistics for composites of BD and FSU datasets
BD FSU
No. of samples /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118582 1,601
Length (m) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,083.7 2,987.1
Min. WO 3 % /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.00 0.00
Mean WO 3 % /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.21 0.28
Max. WO 3 %/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.74 3.72
Standard deviation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.23 0.35
Source: SRK
The basic statistics of the two datasets are presented in Table 4.8. Figure 4.18 shows the
FSU and BD datasets on the quantile-quantile (Q-Q) plot. There is an apparent systematic
positive bias, starting at approximately 0.45% WO
3 for the FSU dataset or 0.37% WO 3 for the
BD program.
The pulp duplicates and inter-laboratory checks conducted during the FSU program both
yielded reasonable results. It is speculated that the bias could be attributed to the sample
preparation of relatively high-grade samples or issues with the analytical procedures involving
wet chemistry, such as the precision of the colorimeter or standard solution. In the BD report,
a similar positive bias of the FSU program samples was also identified, and the authors
interpreted it as being due to an issue related to sample preparation for high-grade samples
(Figure 4.18).
Figure 4.18: Q-Q plot of FSU and BD datasets
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-80 –


--- page 667 ---
4.5.4 FSU and BD data adjustment
To adjust the apparent positive bias of the data collected from the FSU program, a
regression formula between 0.45% and 0.90% WO 3 (FSU data) was established, resulting in the
equation ‘y = 0.6364x + 0.1341’. No adjustments were made for data >1.5% WO 3 as all such
data are expected to be subject to grade-capping in the Mineral Resource estimation process.
The Q-Q plot of the adjusted data is presented in Figure 4.19.
Figure 4.19: Q-Q plot of comparison dataset after adjustment
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-81 –


--- page 668 ---
5 MINERAL RESOURCE ESTIMATION
5.1 Introduction
The JORC Code states that ‘ A Mineral Resource is a concentration or occurrence of solid
material of economic interest in or on the Earth’ s crust in such form, grade (or quality), and
quantity that there are reasonable prospects for eventual economic extraction’ . Mineral
Resources are classified as Measured, Indicated and Inferred according to the degree of
geological confidence (Figure 5.1).
Figure 5.1: General relationship between Exploration Results, Mineral Resources
and Ore Reserves
Increasing level
of geological
knowledge and
confidence
Indicated
Inferred
Mineral Resources Ore Reserves
Exploration Results
Probable
ProvedMeasured
Considering of mining, processing, metallurgical, infrastructure,
economic, marketing, legal, environment, social and government factors
(the “Modifying factors”)
Source: JORC Code, 2012
The following sections summarize the key assumptions, parameters and methods that
were used to estimate the Mineral Resources for the deposit.
5.2 Mineral Resource estimation procedures
Leapfrog software (version 2023.1) was used to generate the geological and
mineralisation models used to construct the geological solids, prepare assay data for
statistical/geostatistical analysis, construct the block model, estimate WO
3 grade and tabulate
Mineral Resources.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-82 –


--- page 669 ---
The estimation methodology involved the following procedures:
 Database compilation, verification as well as adjustment
 Definition of a Resources Domain by grade shell
 Construction of wireframe models for the other domains, including fault network,
granite, sediments and the dykes
 Exploratory data analysis (compositing and capping) and geostatistical analysis
using variography
 Block modeling and grade interpolation
 Mineral Resource estimation and validation
 Assessment of ‘reasonable prospects for eventual economic extraction’ and selection
of appropriate reporting cut-off grades
 Classification of the Mineral Resources.
5.3 Historical estimation
In addition to the historical quantum of mineralisation estimate during the FSU program,
BD prepared a Mineral Resource estimate in accordance with the JORC Code (2012). Several
Chinese design institutes have also prepared quantum of mineralisation estimates according to
the Chinese standards. The results of these estimation exercises are presented in Table 5.1.
SRK has conducted a review of the Mineral Resource estimate prepared by BD in 2015.
The review revealed that BD noted the presence of the apparent bias in the historical data, but
did not address the issue in its Mineral Resource estimate. Furthermore, SRK identified a flaw
in the geological model created by BD: the model incorporated a significant amount of
unmineralised material within the orebody domain. As a result, the resulting Mineral Resource
exhibits a high ore tonnage, but a low average WO
3 grade. Based on these findings, SRK
considers the Mineral Resource estimate is unreliable.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-83 –


--- page 670 ---
Table 5.1: Historical resource estimates
Y ear Reporting parties
Cut-off
grade Volume
WO3
grade
Contained
WO3
(Mt) (%) (kt)
Quantum of mineralisation estimate
1974 /H1118/H1118/H1118GKZ 0.05% 169 0.180 309
2015 /H1118/H1118/H1118Changchun Gold Design Institute 0.12% 126 0.226 285
2020 /H1118/H1118/H1118ENFI 0.08% 124 0.216 267
Quantum of mineralisation estimate within pit shell
1974 /H1118/H1118/H1118GKZ 0.05% 133 0.182 242
2015 /H1118/H1118/H1118BD 0.08% 197 0.159 312
2015 /H1118/H1118/H1118Changchun Gold Design Institute 0.12% 109 0.229 250
Source: compiled by SRK
Note: Numbers are rounded.
5.4 Database compilation and validation
5.4.1 Topographic wireframe
Pre-stripping was completed in September 2023 and mining operations began in
November 2024. A regular topographical survey was conducted using the GPS-RTK method.
The topography, surveyed in December 2023, was provided by Jiaxin. The topography data
were imported and checked in Surpac. SRK was also provided with the topography prior to the
commencement of any construction activities.
5.4.2 Estimation datasets
The dataset used for Mineral Resource estimation purposes include all FSU and BD data
except the drilling data from the FSU program (Table 5.2). The FSU data have been adjusted
as described in Section 4.5.4.
Table 5.2: Summary of database used for Mineral Resource estimation
Method of sampling Profiles Assay records
(m)
FSU Trenches /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,943 8,452
FSU Adits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,576 7,618
BD Trench resamples /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118152 76
BD Adit resamples /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118362 181
BD Drilling /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,075.1 2,474
Source: compiled by SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-84 –


--- page 671 ---
5.5 Wireframe modeling
For the geological models of granite, sediments, faults and dykes, SRK delineated the
polylines based on the section and levels interpretation maps of the FSU program. From these
polylines, the geological model was constructed in Leapfrog.
The grade shells were built using a radial basis function (RBF) in Leapfrog software
(Table 5.3). A 0.08% WO
3 threshold was used to define the mineralised volume. There is an
apparent break in the histogram of raw data — at 0.08% WO 3. In addition, sectional
interpretation showed that using a threshold lower than 0.08% WO 3 will incorporate a large
amount of barren materials such as granite in the grade shells. SRK conducted testing and
adjustments through various scenarios, using all available information (trenches, adits and drill
holes), as well as sections and level plan maps, to ensure the final grade shell accurately
represents the mineralisation continuity. The complete geological model for the deposit area is
shown in Figure 5.2. The Resources Domain outlined by grade shells is presented in Figure 5.3.
Table 5.3: Parameters used for grade shells generation by RBF
Composite length /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186m
Global Trend /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Dip Dip Azimuth Pitch
Directions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880° 310° 0°
Maximum Intermediate Minimum
Ellipsoid Ratios /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118551
Interpolant /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Spheroidal
Sill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.04
Nugget /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.01
Base Range /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118300
Figure 5.2: Geological model defined by SRK
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-85 –


--- page 672 ---
Figure 5.3: Resources Domain defined by SRK
Source: SRK
5.6 Exploratory data analysis
Table 5.4 shows the exploratory data analysis for WO 3 for the estimation dataset listed in
Table 5.2, including all BD raw samples and adjusted FSU samples, as discussed in Section 4.5,
within all domains.
Table 5.4: Basic statistics for WO
3 in the estimation dataset within all domains
Item All data
Number of samples /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,786
Minimum value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.00
Maximum value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.11
Mean /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.13
Variance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.05
Standard Deviation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.22
Coefficient of variation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.64
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-86 –


--- page 673 ---
5.6.1 Compositing
An underlying assumption for many geostatistical methods of grade estimation is that the
input grade data are on a constant ‘support’ (mass and shape). Therefore, before conducting
interpolation, it is normal practice to composite the samples to a consistent length.
SRK conducted a sample composite analysis to determine the most suitable composite
length for grade interpolation. This analysis involved examining variations in composite length
and the minimum composite lengths for inclusion. The analysis compared the average grade
obtained from composites against the length-weighted average grade of the individual raw
samples. Additionally, it assessed the percentage of total sample length that would be excluded
when applying the minimum composite length.
For the Resources Domain (grade shell), the raw samples were composited at intervals of
2.0 m. A minimum coverage of 0.5 m was selected to ensure sufficient representation of the
mineralisation was achieved. The basic statistics and histograms for each domain are provided
in Table 5.5 and Figure 5.4, respectively.
Table 5.5: Basic statistics for composite values — Resources Domain
Item Raw data Composited
Number of samples /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,017 9,919
Minimum value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.00 0.00
Maximum value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.11 3.72
Mean /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.21 0.21
Variance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.07 0.06
Standard Deviation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.26 0.24
Coefficient of variation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.26 1.18
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-87 –


--- page 674 ---
Figure 5.4: Frequency statistics on composites and raw samples — Resources Domain

Before and after compositing: WO3pc_ADJ Values
WO3pc_ADJ Values
Length Weighted
CompositedUncomposited
01234 5
6,000
4,000
2,000
0
2,000
4,000
6,000
Source: SRK
5.6.2 Capping
For some estimates, grade capping may be appropriate to control the influence of the
highest-grade samples or composites. After reviewing the composited samples, SRK elected to
apply capping to the current estimate. To determine the appropriate capping levels, SRK
performed an analysis of the grade distributions using cumulative frequency analysis. The
objective of this analysis was to identify the grades at which samples significantly impact the
local estimation and exhibit an extreme influence.
Based on the analysis of cumulative frequency for all composites, a grade capping level
of 1.2% WO
3 was used. The statistics and histogram of capped composites are presented in
Figure 5.5.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-88 –


--- page 675 ---
In general, SRK aims to limit the impact of the capping to less than 5% change in the
mean value. However, in cases with extreme outliers, the change in the mean exceeds 5%. In
this Project, a total of 74 composites scattered throughout the deposit are capped, equivalent
to 0.8% of total composites. The average grade of uncapped composites is 0.207% for WO
3,
while the average grade of capped composites is 0.202%. The difference therefore falls within
the acceptable 5% limit on change in mean value.
Figure 5.5: Capped composites frequency

Source: SRK
5.7 Variogram modeling
Variogram modeling for the Resources Domain was conducted using Leapfrog Edge. The
variogram fitting process was completed in the following steps:
 The nugget was determined by the downhole variogram.
 Based on 3D visualization of grade data, the plane of maximum continuity of
mineralisation was interpreted as dipping 80° towards 315°.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-89 –


--- page 676 ---
 Within this plane, the direction of maximum continuity was selected as the major
axis of the variogram anisotropy ellipsoid.
 The perpendicular direction within the plane was taken as the semi-major axis of the
anisotropy ellipsoid.
 The direction perpendicular to the plane was used as the minor axis of the anisotropy
ellipsoid.
 The variogram model was set to fit the three principal directions and checked against
other directions.
Figure 5.6 shows an example of the variogram map and fitted variogram model of the
Resources Domain.
Figure 5.6: Variogram map and fitted model — Resources Domain
Source: SRK
5.8 Block model and grade estimation
5.8.1 Block model parameters
SRK produced the block models for all Resources Domains with dimensions of 10 m ×
1 0m×5m (East × North × Elevation) in Leapfrog Edge, and no sub-blocking and rotation has
been allowed. The details of the block model origin and local dimensions are shown in Table
5.6.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-90 –


--- page 677 ---
Table 5.6: Summary of block model parameters — Resources Domain
Dimension Base point Block size Boundary size
(m) (m)
X /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,335,230 10 2,080
Y /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,823,490 10 2,290
Z /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,860 5 765
Source: SRK
5.8.2 Grade estimation
Block accumulation and true thickness values were interpolated using the Ordinary
Kriging (OK) method. Quantitative Kriging Neighbourhood Analysis (QKNA) was used to
optimize the estimation neighbourhood. During the grade estimation, the dynamic ellipsoid and
multiple search runs were also applied.
The parameters used for the Mineral Resource estimation are summarized in Table 5.7.
Table 5.7: Parameters used for Mineral Resource estimation
Domain Item Run
Variogram Minimum
number of
samples
Maximum
number of
samples
Drill
hole
sample
limits
Search distance
Nugget Sill
Major
range Major Semi-major Minor
(m) (m)
Resources
Domain /H1118/H1118/H1118WO3
1 0.04 0.059 50 4 24 6 100 100 60
2 0.04 0.059 50 2 18 6 150 150 90
3 0.04 0.059 50 2 12 6 200 200 120
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-91 –


--- page 678 ---
5.9 Model validation
SRK completed block model validation to confirm the reasonableness of the estimation
parameters and estimation results. SRK adopted the following methods for validation purposes:
 Visual validation of block grades against drill hole grades
 Trend analysis.
SRK performed visual validation of the longitudinal views and cross section view of the
drill holes or channel grades and the block model grades. This validation process demonstrated
good correlation between local block estimations and nearby samples, without excessive
smoothing in the block model.
Figure 5.7 to Figure 5.9 show the swath plots of the Resources Domain, for example, in
the east-north, north-south and elevation planes. Figure 5.10 and Figure 5.11 provide the 3D
and cross section of Resources Domain, respectively. The global resource within the Resources
Domain, limited by the topographic survey prior to pre-stripping, is presented in Table 5.8 and
the grade-tonnage curve is presented in Figure 5.12.
Figure 5.7: Swath plot along east-west direction
0
0.05
0.1
0.15
0.2
0.25
0.3
1 2 3 4 5 6 7 8 9 1 01 11 21 31 41 51 61 71 81 92 02 1
WO3 (%)
Swath (East-West)
Composites
Block value
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-92 –


--- page 679 ---
Figure 5.8: Swath plot along north-south direction
Source: SRK
Figure 5.9: Swath plot along elevation direction
0
0.05
0.1
0.15
0.2
0.25
1234567
WO3 (%)
Swath (Elevation)
Composites
Block value
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-93 –


--- page 680 ---
Figure 5.10: 3D view — Resources Domain
Source: SRK
Figure 5.11: Cross section — Resources Domain
Source: SRK
Table 5.8: Global resource within the Resources Domain
Tonnage Average grade Contained WO 3
(Mt) (WO 3 %) (kt)
123.8 0.208 257.5
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-94 –


--- page 681 ---
Figure 5.12: Grade-tonnage curve
0
0.1
0.2
0.3
0.4
0.5
0.6
0.7
0.8
0.9
0
20
40
60
80
100
120
140
0.05 0.15 0.25 0.35 0.45 0.55 0.65
Average grade (WO3 %)
Tonnage (Mt)
Cut-off grade (WO3 %)
Grade-tonnage curve
Tonnage
Average grade
Source: SRK
5.10 Classification
Mineral Resource classification should consider several factors, including the confidence
level in the geological continuity of the mineralised structures, the quality and quantity of
exploration data supporting the estimates, and the geostatistical confidence in the tonnage and
grade estimates. The classification criteria should aim to integrate these concepts to delineate
consistent areas with similar Mineral Resource classifications.
The following items have been considered during classification of the Mineral Resources:
 Geological continuity and reliability of interpretation
 Sample support and exploration workings density
 Quality of the historical exploration campaign data and the validation results
 Grade continuity and variography
 Ordinary Kriging attributes (kriging variance, slope of regression, kriging
efficiency).
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-95 –


--- page 682 ---
The grade adjustment made the FSU component of the database meant that no Measured
component could be justified.
The resulting classification was mainly dependent on proximity to the adit sampling
(Table 5.9).
A 3D view of the classification distribution is shown in Figure 5.13.
Table 5.9: Mineral Resource classification criteria used in estimation
Category Mineral Resource classification criterion
Indicated /H1118/H1118/H1118/H1118/H1118Defined by the surface trenches, drill holes and adits
Inferred /H1118/H1118/H1118/H1118/H1118/H1118Defined by surface trenches, and the deeper extension of adits and
drill holes
Source: SRK
Figure 5.13: Mineral Resource classification in 3D view
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-96 –


--- page 683 ---
5.11 Mineral Resource Statement
5.11.1 Conceptual block cut-off grade
The conceptual economic cut-off grade for blocks is assumed to be 0.05% WO 3 based on
the cut-off estimation presented in Table 5.10. In this context, the term ‘cut-off’ refers to the
grade applied to the block model to determine the portion of the model that qualifies as Mineral
Resources. The price of the concentrate (65% WO
3) is assumed 143,000 Chinese Renminbi
(RMB).
Table 5.10: Cut-off estimation based on conceptual economic analysis
Item Value Unit
Mining cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 RMB/t
Processing cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855 RMB/t
General and administrative cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 RMB/t
Total cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886 RMB/t
Processing recovery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883 %
Price of concentrate (65%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118143,000 RMB/t
Cut-off (WO 3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.05 %
Source: Jiaxin, SRK
5.11.2 Mineral Resource Statement
To demonstrate satisfaction of the ‘reasonable prospects for eventual economic
extraction’ (RPEEE) criterion, a pit optimization study using the Lerchs-Grossmann algorithm
was undertaken in GEOVIA Whittle software. The operating parameters for the optimisations
and cut-off grade estimates were based on the price, cost and recovery assumptions listed in
Section 5.11.1, and a maximum pit slope of 46°. The Mineral Resource estimate is constrained
by the pit shell corresponding to a revenue factor of 1. The pit optimization study considered
Indicated and Inferred Mineral Resources.
The Mineral Resource estimate for the Boguty deposit constrained by conceptual pit and
the latest topographic survey as at 30 June 2025 is shown in Figure 5.14 and Table 5.11.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-97 –


--- page 684 ---
Figure 5.14: Mineral Resource distribution within conceptual pit shell
Source: SRK
Table 5.11: Mineral Resource Statement — Boguty Project —
as at 30 June 2025
Classification Tonnage Grade
Contained
WO3
(Mt) (WO 3 %) (kt)
Indicated /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895.6 0.209 200.3
Inferred /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811.9 0.228 27.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107.5 0.211 227.3
Source: SRK
Notes:
1. The Mineral Resource estimate is effective as at 30 June 2025.
2. A cut-off grade of 0.05% WO
3 was applied to the Mineral Resource block model.
3. The Mineral Resources are reported with reasonable prospects for eventual economic extraction, using
an RMB143,000 tungsten concentrate price (65% WO 3) within an optimized pit shell outline.
4. Mineral Resources that are not Ore Reserves do not have demonstrated economic viability. The estimate
of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation,
socio-political, marketing, or other relevant issues.
5. Mineral Resources are reported inclusive of Ore Reserves.
6. The Mineral Resource has been constrained by the latest topographic survey as at 30 June 2025.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-98 –


--- page 685 ---
Competent Person’ s Statement
The information in this Report that relates to Mineral Resources is based on
information compiled by Dr (Gavin) Heung Ngai Chan who is a Fellow of The Australian
Institute of Geoscientists. Dr Chan is a full-time employee of SRK Consulting (Hong
Kong) Limited and has sufficient experience that is relevant to the style of mineralisation,
type of deposit under consideration and to the activity which he undertakes to qualify as
a Competent Person as defined in the 2012 edition of the Australasian Code for Reporting
of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code).
5.11.3 Conclusion
The historical mineralisation estimates are presented in Table 5.1. The most recent
mineralisation estimate was conducted by ENFI in 2020. The estimate was based on the
Chinese standard and resulted in the declaration of 124 Mt of ore with an average grade of
0.216% WO
3, which is equivalent to 267 kt of contained WO 3. This estimation is similar to the
global estimate prepared by SRK (Table 5.8), with a slight difference in average grade 3.7%
lower, and contained metal approximately 2.7% lower. The differences are mainly related to the
unresolved positive bias issue evident in the historical FSU data. Compared to the Mineral
Resource (Table 5.11), the ENFI mineralisation estimate has a higher tonnage as evaluation
against the RPEEE criterion is not a requirement of the Chinese standard.
A mineralisation estimate prepared by Changchun Gold Design Institute resulted in the
declaration of 126 Mt of ore with an average grade of 0.226% WO
3 at a cut-off grade of 0.12%
WO3. This corresponds to a total of 285 kt of contained WO 3. SRK notes that a higher density
of 2.8 t/m 3 was used compared to the density of 2.74 t/m 3 applied by SRK, as well as the values
used in the FSU and BD programs. In addition, certain areas with limited mineralised intervals
were interpreted as mineralisation. The capping applied during the estimation was up to 1.69%
WO
3. All these factors together have resulted in an unreliable and inflated estimate.
The Mineral Resource estimate, in accordance with the JORC Code (2012), was prepared
by BD with a cut-off grade of 0.08% WO 3. The estimate was also capped by a conceptual pit.
SRK’s Mineral Resource estimate exhibits a smaller tonnage but a higher average grade. The
primary reason for this difference is the inclusion of a significant amount of unmineralised
granite material in the BD resource model and the unresolved positive bias issue in the
historical FSU data.
The mineralisation estimate conducted in the FSU program in 1974 was based on the
polygonal method. The average grades and mineralisation thickness of the mineralisation
blocks were determined using a weighted average of neighbouring drill intersections and
underground adit samples. A cut-off grade of 0.05% WO
3 was applied, resulting in the
declaration of 169 Mt with an average grade of 0.180% WO 3.
The main differences are primarily attributed to the positive bias issue with the data and
the limitations of the two-dimensional polygonal estimation method in capturing the
complexities of mineralisation. The polygonal estimation method is also a well-known
historical approach with inherent limitations in terms of accuracy and reliability.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-99 –


--- page 686 ---
6 MINING
6.1 Introduction
The Project is designed as an open pit mining operation, consisting of conventional drill,
blast, load and haul, with a planned ore feed of 4.95 Mtpa. Pre-stripping was completed in
September 2023 and mining operations began in November 2024. As of June 2025,
approximately 4.35 Mt of ore and waste had been excavated, including 2.04 Mt of material at
a cut-off grade of 0.06% WO
3 (Figure 6.1).
Figure 6.1: Open pit area
Source: SRK site visit June 2025
SRK completed open pit optimization, mine design and production scheduling, and
reported an Ore Reserve in accordance with the JORC Code (2012).
The work process included:
 Review the previous studies of the Project.
 Review the relevant study input assumptions and Modifying Factors.
 Make use of the latest Mineral Resource estimate and associated block model
(Section 5) and the geotechnical slope input parameters from the recently completed
geotechnical study.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-100 –


--- page 687 ---
 Undertake an open pit optimization study, taking cognisance of the updated input
parameters and assumptions, including the verified Modifying Factors described in
the Preliminary Design.
 Conduct an open pit design, ensuring an efficient, practical operation.
 Develop a production schedule based on the strategy proposed by both Company and
previous studies.
 Report an Ore Reserve in accordance with the JORC Code (2012).
 Outline conclusions and make recommendations for the next steps of the work.
6.2 Technical studies
The Company has completed the following technical studies or engineering designs on
the Project.
 Feasibility study on the Boguty tungsten mine, Kazakhstan based on 10,000 tpd
mining capacity, compiled by Hunan Research Institute of Non-Ferrous Metals
(HRI) on December 2017, hereinafter known as the 2017 FS .
 Feasibility study on the Boguty tungsten mining and engineering project,
Kazakhstan with 15,000 tpd mining capacity (10,000 tpd in the first 2 years),
compiled by ENFI on August 2019, hereinafter known as the 2019 FS .
 Preliminary design (Preliminary Design) on the Boguty tungsten mining and
engineering project, Kazakhstan with 15,000 tpd mining capacity (10,000 tpd in the
first 2 years), compiled by ENFI in June 2020, hereinafter known as the
Preliminary Design .
The Preliminary Design is the most advanced of the studies, serving as the basis of the
Project’s construction. These studies all proposed a conventional open pit mining operation
employing the same mining methodology (i.e. drill and blast, load and haul cycle), using a
drill-shovel-truck mining fleet, as well as an auxiliary mining fleet (water trucks, graders,
dozers, etc.). The Modifying Factors described in these studies are based on information
classified by SRK as being at a PFS level, with the exception of the geotechnical study. The
study lacked sufficient geotechnical detail and investigation to support the PFS classification.
The principal concern relates to the proposed overall slope angles (OSAs), which are based on
an evaluation of benchmark studies and not on detailed modeling and local analysis.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-101 –


--- page 688 ---
In addition, the Preliminary Design considers not only the Chinese resources located
within the boundaries of the mining licence but also a portion of Chinese resources that extend
beyond the mining licence boundary. While the initial stage of the open pit is confined to the
mining licence boundary, the final shape of the open pit extends beyond the edge of the licence
boundary. SRK notes that mine design and Ore Reserve estimates should be constrained to the
current mining licence.
The mine plan proposed by the technical studies compiled by Chinese institutes are all
based on Chinese resources classification and part (70%) of the Chinese classified ‘Inferred’
resources are included in the basis of the mine design. While the mining operation assumptions
proposed by the Preliminary Design are acceptable under JORC Code guidelines, the ultimate
open pit size and mine plan should be re-optimized and detailed against the revised Mineral
Resources, and the Mineral Resources classification, as well as the updated hydrogeological
and geotechnical study recommendations.
6.3 Geotechnical and hydrological study
To address the insufficiency of geotechnical data, the Company contracted SRK
Kazakhstan in Almaty to conduct further geotechnical and hydrogeological studies to allow
inputs for the mine design and development to a suitable standard and result in the overall
study being classified as a PFS.
The study involved a combined hydrogeological and geotechnical drilling program, rock
mass rating logging, and an acoustic televiewer (ATV)/optical televiewer (OTV) survey. The
program began in March 2023 and was completed in August 2023. A report titled Hydro-
geotechnical Pre-feasibility study for Boguty Tungsten Project (GT PFS) was submitted. Four
drill holes (for 1,068 m) were completed. These drill holes were also hydrogeologically tested
using either packer testing or falling head testing methods.
A combination of rock mass, structural and hydrogeological characterization has been
used together with bench and berm kinematic assessments and inter-ramp and overall slope
stability analysis to define the open pit slope design criteria for three geotechnical domains
(Domains 1-3) that were defined based on the structural interpretation and geology of the
Project area (Figure 6.2).
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-102 –


--- page 689 ---
Figure 6.2: Geotechnical domains
Source: SRK
Based on the various stability assessments and available data, the recommended slope
design configurations for the Project are presented in Table 6.1.
Table 6.1: Geotechnical slope design parameters
Domain
Design
Sector Azimuth (°) Preliminary bench design
IRA
(°)
Maximum
bench
stack
height
Geotechnical
bench
widthFrom To BH BFA BW
(m) (°) (m) (m) (m)
Weathered 000 360 10 65 6.5 42 60 25
1, 2, 3 /H1118/H1118/H1118/H1118/H1118A – – 20 70 8.5 52 100
1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118B 010 040 20 70 10.5 48
2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118B 070 120 20 65 8.5 48
Source: SRK
Note: BFA — bench face angle, BH — bench height, BW — berm width.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-103 –


--- page 690 ---
Assessment of the dewatering requirements of the Project’s open pit area was also
conducted to predict water inflow into the planned open pit over the course of its planned
development. Groundwater inflows into the planned open pit are estimated to increase linearly
from year 2038 until the end of LOM, with predicted inflow initially around 250 m
3/d and
reaching between 1,200 m 3/d and 1,800 m 3/d by the end of LOM (Figure 6.3).
Figure 6.3: Predicted groundwater inflows to planned Boguty open pit
Source: SRK
6.4 Open pit optimization
SRK has used the following inputs to complete the re-optimization and re-scheduling of
the Project, based on the data available as of 31 December 2023:
 verified Modifying Factors described in the Preliminary Design
 results from the latest hydrogeological and geotechnical study
 updated Mineral Resource estimate/block model
 latest topography survey as of December 2023
 latest project implementation plan, including a contractor mining operation and a
staged processing plant development plan.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-104 –


--- page 691 ---
To develop an optimal engineered open pit design for the deposit, an optimized open pit
shell was first prepared using the Lerchs-Grossman 3D routine in Whittle software (Whittle).
The Whittle open pit optimiser algorithm selects a set of blocks with the maximum value per
ton, creating an optimized open pit shell from the 3D Mineral Resource block model (3D block
model).
Open pit optimization using the Whittle algorithm is an industry-standard approach for
defining an optimum open pit shape and development of a mining sequence. The methodology
relies on the preparation of a 3D block model to represent all parts of the mineralisation and
host rock that can reasonably influence the open pit shape. A single cash surplus for each block
is estimated as the difference between the revenues derived from each block, at a nominated
product price, and the costs required to realize the revenue from that block. For mineralised
blocks with a grade above the economic cut-off grade, a positive net cashflow reflects the profit
that can be made by mining and treating the block to recover the product. For the other blocks,
the negative net cashflow reflects the cost of mining the block to access blocks of positive
cashflow.
With defined open pit optimization parameters, including saleable product prices, mining,
processing and other indirect costs, processing recoveries, open pit slopes (as recommended by
GT PFS) and other project-related constraints, the open pit optimiser searches for the open pit
shell with the highest undiscounted cashflow. In accordance with the guidelines of the JORC
Code for reporting of Mineral Resources and Ore Reserves, only Mineral Resource blocks
classified as either Measured and/or Indicated can be considered for the open pit optimization
purposes. Indicated Mineral Resources were applied to this Project. The open pit shells were
used as a guide to subsequent practical mine designs.
6.4.1 Open pit optimization inputs
The input parameters and assumptions used to develop the open pit shells are presented
in Table 6.2.
Table 6.2: Summary of pit optimization input parameters
Inputs Unit Value
Mining cost – total material movement (TMM) /H1118/H1118/H1118/H1118/H1118RMB/bcm mining 32
Mining dilution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Percent 5
Mining loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Percent 5
Processing cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t feed 55
General & Administration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t feed 19
Processing recovery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Percent 79
Sales expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Percent to revenue 0.8
Resource Tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Percent to revenue 7.8
Product price /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t 65% WO 3
concentrate
110,000
Overall slope angle /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Degree Various
Source: Jiaxin, GT PFS, Preliminary Design
Note: Technical economic parameters are detailed in Section 11.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-105 –


--- page 692 ---
The Mineral Resource block model is a key input to the optimization process. SRK
completed a Mineral Resource estimate of the Project, with an effective date of 31 December
2023 (2023 MRE).
The reviewed and validated 2023 MRE 3D block model was then converted for the
purpose of open pit optimization. The conversion involved re-blocking the MRE from 10 m ×
1 0m×5m (Easting × Northing × Elevation) into 2 0m×2 0m×1 0mt o accurately represent
mining bench/flitch bulk. The variation in grade and tonnage between the original 2023 MRE
and open pit optimization block model was within 1%. The rock type code was based on both
geotechnical domains and Mineral Resource classification.
The following assumptions have also been made:
 The cost inputs for the open pit optimization are based on the latest cost estimate for
the processing plant Phase II operation, which has an annual throughput of 4.95
Mtpa. The plant recovery rate is based on the rate after the ore sorting system is in
place.
 The price of the concentrate is based on the forecast by F&S described in Section
10. The price excludes value-added tax (V AT).
 The Preliminary Design considers a mining dilution of 5%, which SRK considers to
be within the range of similar open pit operations. As the operation stabilizes, the
mining dilution rate will be refined by future studies.
 The height of the open pit stack is in the range of 100-370 m, considering the ramp
and geotechnical berm configurations.
 The mining licence limit is also considered during open pit optimization, with the
optimization results being within the mining licence limit.
 The overall slope angle assigned is dependent on the geotechnical domain and
sectors presented as presented in Figure 6.4.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-106 –


--- page 693 ---
Figure 6.4: Isometric view of geotechnical domains

Source: GT PFS
6.4.2 Open pit optimization results
Based on the parameters and assumptions outlined above, the Whittle modeling produced
a range of open pit shells from which the optimal result could be selected. The Whittle
optimization results are shown in Figure 6.5 and summarized in Table 6.3.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-107 –


--- page 694 ---
Figure 6.5: Whittle optimization results
Source: SRK
Table 6.3: Summary of open pit optimization results on Revenue Factor
Revenue Factor
Undiscounted
cashflow
Indicated
Mineral
Resources Waste WO 3 grade
(RMB’000) (kt) (kt) (%)
0.20 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118146,074 368 10 0.448
0.25 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118391,782 1,235 36 0.372
0.30 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118789,850 3,057 233 0.317
0.35 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,216,379 5,577 501 0.278
0.40 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,599,213 8,298 719 0.248
0.45 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,943,772 11,244 1,411 0.227
0.50 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,238,558 14,137 2,658 0.212
0.55 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,408,935 16,264 3,515 0.202
0.60 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,624,742 19,409 5,573 0.191
0.65 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,124,462 25,252 11,000 0.189
0.70 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,260,396 26,835 13,276 0.190
0.75 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,356,430 58,115 67,034 0.202
0.80 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,366,031 58,360 67,888 0.201
0.85 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,687,911 64,948 86,214 0.203
0.90 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,877,561 70,642 108,474 0.205
0.95 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,914,156 72,177 115,075 0.205
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-108 –


--- page 695 ---
Revenue Factor
Undiscounted
cashflow
Indicated
Mineral
Resources Waste WO 3 grade
(RMB’000) (kt) (kt) (%)
1.00 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,914,480 75,943 130,783 0.205
1.05 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,914,252 75,982 131,071 0.205
1.10 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,914,114 75,995 131,166 0.204
1.15 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,780,315 80,214 148,314 0.204
1.20 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,704,986 82,000 152,160 0.203
1.25 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,698,101 82,161 154,039 0.203
1.30 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,637,370 83,052 159,998 0.203
1.35 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,633,701 83,107 160,795 0.203
1.40 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,629,852 83,160 161,495 0.203
1.45 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,567,017 83,686 164,514 0.203
1.50 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,200,626 87,349 188,629 0.202
1.55 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,964,546 88,931 198,945 0.202
1.60 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,963,097 88,948 199,145 0.202
1.65 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,963,097 89,013 200,323 0.202
1.70 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,954,439 89,615 203,986 0.202
1.75 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,954,439 89,615 203,986 0.202
1.80 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,852,846 89,620 204,080 0.202
1.85 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,852,846 89,620 204,080 0.202
1.90 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,852,072 89,666 205,098 0.202
1.95 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,843,399 89,666 205,098 0.202
2.00 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,840,972 89,680 205,381 0.202
Source: SRK
Note:
1 The undiscounted cashflow presented above is exclusive of capital or other costs which are not
mentioned in the inputs.
The ultimate open pit shell is achieved at Revenue Factor 1.0 (RF=1) when the Whittle
optimization results are maximised. At RF=1, the marginal cost for an additional unit of
product is equal to the net revenue received for that additional unit of product. As a result of
assumptions, the pit shell on RF=1 was used as base case to produce a detailed open pit design,
preliminary schedule, and preliminary economic analysis.
6.5 Detailed open pit design
The geotechnical design and engineering design parameters are as presented in Section
6.4.1.
The open pit is designed with two exit ramps, on the north and south sides of the open
pit, similar to the Preliminary Design. The north exit is designed to deliver waste to the waste
rock dump (WRD). The final depth of the open pit is approximately 150 m (1,400 mRL toe
elevation) from the open pit ramp crest with topography at 1,550 mRL. The highest wall is in
the northeast where the wall crest is approximately 360 m high at 1,760 mRL from the bottom
at 1,400 mRL toe elevation.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-109 –


--- page 696 ---
The open pit design parameters are:
 Dual-lane ramp width: 18 m
 Single-lane ramp width: 10 m
 Ramp and haul road gradient: 8% (1V:12.5H)
 Bench height: 20 m
 Bench face angle: 65°-70°
 Berm width: 6.5-10.5 m
 Inter-ramp slope angle: 48°-~52°
 Overall slope angle: 44°-45°°
 Minimum mining width: 20 m
 ‘Goodbye’/open pit bottom bench height: 10 m.
Figure 6.6: Plan view of pit design
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-110 –


--- page 697 ---
The material types in the open pit design are detailed in Table 6.4 and graphically in
Figure 6.4. Table 6.4 shows that the overall LOM stripping ratio is reasonably low at 1.5
(tonnes waste: tonnes ore). In total, 1.3 Mt of Inferred Mineral Resources are included in the
open pit design but are treated as waste. The open pit exit is at the 1,550 mRL and the materials
above that would be removed and transported by means of a temporary haul road.
Table 6.4: Summary of bench-by-bench materials within the open pit design
Bench #
Toe
elevation
Indicated
Mineral
Resource
(Diluted)
Inferred
Mineral
Resource Waste
Average
WO3
grade
Stripping
ratio TMM
(mRL) (kt) (kt) (kt) (%) (t:t) (kt)
19 /H1118/H1118/H1118/H1118/H11181 7 6 0–– 4 1–– 4 1
18 /H1118/H1118/H1118/H1118/H11181740 0 – 216 0.139 – 216
17 /H1118/H1118/H1118/H1118/H11181720 86 – 847 0.139 9.8 933
16 /H1118/H1118/H1118/H1118/H11181700 372 – 3,323 0.164 8.9 3,694
15 /H1118/H1118/H1118/H1118/H11181680 1,538 – 7,010 0.167 4.6 8,547
14 /H1118/H1118/H1118/H1118/H11181660 4,116 39 10,776 0.186 2.6 14,931
13 /H1118/H1118/H1118/H1118/H11181640 6,037 83 13,716 0.192 2.3 19,836
12 /H1118/H1118/H1118/H1118/H11181620 6,518 72 14,013 0.190 2.2 20,603
11 /H1118/H1118/H1118/H1118/H11181600 6,927 98 13,311 0.191 1.9 20,337
10 /H1118/H1118/H1118/H1118/H11181580 7,213 164 10,322 0.207 1.5 17,699
9 /H1118/H1118/H1118/H1118/H1118/H11181560 7,509 179 9,451 0.213 1.3 17,139
8 /H1118/H1118/H1118/H1118/H1118/H11181540 7,244 230 7,808 0.213 1.1 15,282
7 /H1118/H1118/H1118/H1118/H1118/H11181520 6,467 174 5,764 0.212 0.9 12,405
6 /H1118/H1118/H1118/H1118/H1118/H11181500 4,778 77 3,718 0.219 0.8 8,573
5 /H1118/H1118/H1118/H1118/H1118/H11181480 3,760 59 1,376 0.228 0.4 5,195
4 /H1118/H1118/H1118/H1118/H1118/H11181460 2,804 46 886 0.228 0.3 3,736
3 /H1118/H1118/H1118/H1118/H1118/H11181440 1,838 32 662 0.230 0.4 2,532
2 /H1118/H1118/H1118/H1118/H1118/H11181420 1,121 25 381 0.229 0.4 1,527
1 /H1118/H1118/H1118/H1118/H1118/H11181400 113 – 2 0.250 0.0 115
Total /H1118/H1118/H1118 – 68,441 1,278 103,619 0.206 1.5 173,338
Source: SRK
Notes:
1 Mineral Resources are at cut-off grade of 0.06% WO
3.
2 Mineral Resources presented above have considered dilution and loss (both at 5%).
The comparison between the open pit design and the Whittle-generated pit shell (Figure
6.7) is based on the topography and pit shell optimization results as of 31 December 2023. This
ensures a fair comparison between the Whittle shell and the pit design by using the same
topographic surface and pit shell optimization inputs. The Mineral Resources recovery in open
pit design was slightly less (-4.9%) than those in the Whittle open pit shell and less waste
movement (-2.4%) compared to Whittle open pit shell (Table 6.5). The comparison between the
Whittle open pit shell and the open pit design are in line with industry accepted standards
(maximum of 10% waste and maximum of 5% loss of ore). The bench-by-bench material
within the open pit is presented in Table 6.4 and Figure 6.8.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-111 –


--- page 698 ---
Figure 6.7: Isometric view of design open pit versus Whittle shell

Source: SRK
Table 6.5: Comparison of design versus Whittle shell
Item Unit Whittle Shell
Detailed
Design Variance
Total — Waste /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118kt 109,435 106,775 -2.4%
Indicated Mineral Resource /H1118/H1118/H1118/H1118/H1118kt 74,474 70,803 -4.9%
Inferred Mineral Resource /H1118/H1118/H1118/H1118/H1118/H1118kt 1,355 1,326 -2.1%
Total Mineral Resource /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118kt 75,829 72,129 -4.9%
Total — Rock /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118kt 185,264 178,904 -3.4%
Stripping ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118t:t 1.44 1.48 2.6%
Feed grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118% 2.05 2.05 0.1%
Source: SRK
Notes:
1 Mineral Resources are at cut-off grade of 0.06% WO
3.
2 Mineral Resources presented above have considered dilution and mining loss — both at 5%.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-112 –


--- page 699 ---
Figure 6.8: Bench-by-bench materials within the open pit design

0.000%
0.139%
0.139%
0.164%
0.167%
0.186%
0.192%
0.190%
0.191%
0.207%
0.213%
0.213%
0.212%
0.219%
0.228%
0.228%
0.230%
0.229%
0.250%
1760
1740
1720
1700
1680
1660
1640
1620
1600
1580
1560
1540
1520
1500
1480
1460
1440
1420
1400
Material Tonnes (kt)
Toe Elevation (m)
Indicated Diluted (kt) Inferred treated as waste Waste rock
WO3 Grade (%)
 -  5,000  10,000  15,000  20,000  25,000
Source: SRK
6.6 Mining methodology
6.6.1 Material mining
Conventional open pit mining methods are applied to extract ore from an open pit.
Depending on the production rate, mine design, the geology of the vein systems in the deposit,
and the choice of mining equipment, either selective or bulk mining techniques will be
employed.
Mining operations typically consist of drilling, blasting and excavation, and loading and
haulage of ore and waste, as well as grade control and dewatering of the open pit. The mining
sequence is designed to occur from top to bottom, with two benches operating simultaneously.
For loading and hauling, 5.5 m
3 excavators and 55 t articulated haulage trucks are
proposed. The updated GT PFS proposes that the final bench height should not be more than
30 m, and a 20 m bench height is recommended. SRK recommends two 10 m operational
flitches combined into a 20 m bench, and the open pit design has used this approach. This
allowed better selective mining to control dilution and loss rates, as well as lower the risk of
slope failure.
The size and type of equipment to be used at the Project is common in Kazakhstan and
presents a low technical risk to the Project.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-113 –


--- page 700 ---
The ore is planned to be transported to the crushing station or stockpiled in the ROM pad,
and the waste is transported directly to the WRD.
6.6.2 Equipment fleet
Drilling and blasting are undertaken by a professional drill and blast contractor
responsible for drilling, hole survey, explosive transportation, charging, stemming and
blasting. The maximum size of blasted rock is 1 m. Any oversize ore rock is further crushed
by hydraulic hammers to produce a more uniform size.
SRK has cross-checked the calculation of the required quantity of primary mining
equipment using the Preliminary Design provided by ENFI in June 2020. The peak mining rate
estimated by SRK exceeds the ENFI report by a factor of 1.4, resulting in a corresponding
increase of 1.4 times in the primary mining equipment requirements.
To carry out blasting operations, 11 down-the-hole hammer (DTH) drill rigs equipped
with mobile air compressors are required and another DTH drill rig is kept on standby. The
blast holes will have a diameter of 165 mm. The blast holes are to be laid out in designs that
are either rectangular or quincunx, with spacing of 4.5 m and a burden of 4.5 m.
Loading is carried out by a total of eight hydraulic excavators with 5.5 m
3 bucket
capacities and two front-end loaders. A fleet of 28 articulated haulage trucks (55 t) transports
the ore to the processing plant and stockpiles.
Aside from the primary production fleet, there is also an auxiliary mining fleet that
includes utility trucks, compactors, graders, water trucks (with a capacity of 50 m
3) and dozers.
Table 6.6 lists the peak production mining fleet. The number of planned mining units is
suitable for a TMM capacity of 12.45 Mtpa. The additional equipment is estimated to be 40%
of designed capacity to match the LOM plan.
Table 6.6: Heavy mining equipment fleet during peak production
Equipment Specification Planned Additional Remarks
DTH drill rig /H1118/H1118/H1118/H1118/H1118/H1118Hole diameter 165 mm 9 3 One used for slope
treatment
Excavator /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Bucket size 5.5 m 3 6 2 Diesel hydraulic excavator
Mine truck /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Carrying capacity 55 t 23 7
Dozer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118433 kW 3 Wheel type
Dozer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118373 kW 3
Front-end loader /H1118/H1118/H1118/H1118Bucket size 3.0 m 3 2
Compactor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118130 kW 1
Grader /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118224 kW 1
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-114 –


--- page 701 ---
Equipment Specification Planned Additional Remarks
Water truck /H1118/H1118/H1118/H1118/H1118/H1118/H111850 m 3 5
Excavator /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Bucket size 2.0 m 3 2 Hydraulic hammer attached
Hydraulic hammer /H1118/H1118/H1118PCY500 2
Utility truck /H1118/H1118/H1118/H1118/H1118/H1118/H11185t 3
Emulsion explosive
truck /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
6t 2
Explosive material
truck /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Carrying capacity 1 t 1
Explosive truck /H1118/H1118/H1118/H1118/H1118Charging capacity 10 t 2
Light vehicle /H1118/H1118/H1118/H1118/H1118/H1118Pickup 5
Source: Preliminary Design, SRK
6.7 Mine plan
The strategic scheduling was based on the Whittle shell (RF=1) and served as a guide to
the scheduling for the final open pit design. The target was to provide sufficient feed for the
staged development of the processing plant (Table 6.7).
Trial production commenced in November 2024. In H2 CY2025, the target throughput is
set at 1.65 Mt. Following the commissioning of the ore sorting circuit in the third quarter of
CY2026, the throughput will gradually increase. The target throughputs for CY2026 and
CY2027 are 3.80 Mt and 4.95 Mt, respectively. Starting from CY2028, the annual target
throughput is expected to reach 4.95 Mt.
Table 6.7: Target processing plant throughput
Throughput H2 2025 2026 2027 2028 onwards
Mt /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.65 3.80 4.95 4.95
Source: Jiaxin
Note: All years are calendar years.
6.7.1 Scheduling strategy and assumption
Two phases of operation were planned, using the pushbacks strategy proposed by the
Preliminary Design. SRK also used this strategy (Figure 6.9). The internal pushback was
guided by the RF=0.7 Whittle shell.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-115 –


--- page 702 ---
The scheduling is at PFS level. The mining sequence and/or dependency can be simplified
as follows:
 Vertical overlap: the mining sequence to be adopted is downwards bench by bench.
 Horizontally: the material on each bench is split into blocks at a maximum area of
40,000 m
2. The mining sequence is from the ramp outwards to the final open pit
limit.
 With multiple operating areas, there is greater flexibility for ore blending.
 The vertical sink rate is limited to a maximum of 4 benches (80 m).
The cut-off grade, as defined by the input parameters in Table 6.9, is 0.06% WO
3.
However, an operational cut-off grade of 0.14% WO 3 is applied at the mine site during 2025
and 2026. During this period, only material with a grade above 0.14% WO 3 is fed to the
processing plant, while lower-grade material is temporarily stockpiled. Once the ore sorting
system commences operation in 2027, the material above the cut-off grade (0.06% WO
3) and
all previously stockpiled lower-grade material will be processed.
Stockpiling is considered to be at a single ROM pad without grade categories, and
material re-handled from the stockpile is assigned the average grade.
The mining operation is run by a contractor with the required mining fleet and associated
capacity. The Preliminary Design, prepared by ENFI, established a TMM capacity of
12.45 Mtpa. SRK used this capacity as the basis of design for planning purposes. However, it
should be noted that the TMM capacity exceeds the proposed 12.45 Mtpa by approximately
3-48% over for 7 years. This increase is primarily due to the scheduling requirements aimed
at maintaining a stable feed to the processing plant.
Figure 6.9: Isometric view of pushbacks in LOM plan
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-116 –


--- page 703 ---
6.7.2 Life of Mine plan
Based on the strategy and assumptions above, the LOM was scheduled using
Deswik.Scheduling software. The mining plan (TMM schedule), plant feed plan and ROM pad
balance (stockpile) are presented in Figure 6.10, Figure 6.11 and Figure 6.12, respectively, on
an annual basis.
The mining plan is expected to meet the demand of the Company’s schedule, resulting in
a mine life of 15 years, which starts from June 2025. Over the entire LOM, an estimated total
of 68 Mt feed is to be treated.
Mining operations commenced in late October 2024. As of June 2025, approximately 4.35
Mt of materials had been excavated, including 2.04 Mt of ROM material with cut-off grade of
0.06% WO
3 (Figure 6.10).
Figure 6.10: TMM schedule over LOM
 -
 0.050
 0.100
 0.150
 0.200
 0.250
 0.300
 -
 2,000
 4,000
 6,000
 8,000
 10,000
 12,000
 14,000
 16,000
 18,000
 20,000
ROM Grade (WO3%)
Quantity (kt)
Total Material Movement
Waste HG ROM MG ROM LG ROM ROM Grade
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039
Source: SRK
Note: HG: >0.14% WO 3, MG: 0.12%-0.14% WO 3 and LG: 0.06%-0.12% WO 3
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-117 –


--- page 704 ---
Figure 6.11: Plant feed schedule over LOM
 -
 0.05
 0.10
 0.15
 0.20
 0.25
 0.30
 -
 1,000
 2,000
 3,000
 4,000
 5,000
 6,000
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039
Feed Grade (WO3%)
Feed (kt)
Plant Feed
Plant Feed HG Plant Feed MG Plant Feed LG Feed Grade
Source: SRK
Note: HG: >0.14% WO 3, MG: 0.12%-0.14% WO 3 and LG: 0.06%-0.12% WO 3
Figure 6.12: ROM pad balance over LOM
 -
 1,000
 2,000
 3,000
 4,000
 5,000
 6,000
 -6,000
 -4,000
 -2,000
 -
 2,000
 4,000
 6,000
 8,000
 10,000
 12,000
Balance (kt)
In/Out (kt)
Stockpile Balance
IN OUT Balance
202520262027202820292030203120322033203420352036203720382039
Source SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-118 –


--- page 705 ---
Table 6.8: Summary of LOM
Period TMM ROM Grade
HG
Tonnes
HG
Grade
MG
Tonnes
MG
Grade
LG
Tonnes
LG
Grade Waste
Stripping
Ratio Feed
Feed
Grade
Unit kt kt WO 3 %k tW O 3 %k tW O 3 %k tW O 3 % kt t:t kt WO 3 %
H2 CY2025 /H1118 6,977 2,478 0.164 1,655 0.191 440 0.123 384 0.099 4,498 1.81 1,655 0.191
CY2026 /H1118/H1118/H111815,344 5,181 0.196 3,771 0.228 755 0.124 655 0.099 10,163 1.96 3,800 0.227
CY2027 /H1118/H1118/H111812,879 8,060 0.190 5,513 0.228 1,171 0.124 1,376 0.098 4,819 0.60 4,950 0.228
CY2028 /H1118/H1118/H111817,392 4,445 0.178 3,290 0.201 587 0.124 568 0.100 12,947 2.91 4,950 0.187
CY2029 /H1118/H1118/H111818,429 2,079 0.174 1,464 0.201 250 0.124 365 0.098 16,350 7.86 4,950 0.140
CY2030 /H1118/H1118/H111818,026 3,361 0.203 2,627 0.229 319 0.125 415 0.101 14,665 4.36 4,950 0.169
CY2031 /H1118/H1118/H111814,853 4,741 0.180 3,403 0.207 662 0.124 675 0.100 10,112 2.13 4,950 0.176
CY2032 /H1118/H1118/H111815,965 5,125 0.238 4,154 0.267 478 0.124 493 0.100 10,840 2.12 4,950 0.243
CY2033 /H1118/H1118/H1118 9,797 5,041 0.213 4,006 0.239 601 0.124 435 0.099 4,756 0.94 4,950 0.215
CY2034 /H1118/H1118/H1118 9,648 5,007 0.203 3,982 0.227 556 0.123 470 0.099 4,642 0.93 4,950 0.204
CY2035 /H1118/H1118/H1118 8,559 5,148 0.205 4,027 0.230 590 0.124 530 0.099 3,411 0.66 4,950 0.209
CY2036 /H1118/H1118/H1118 8,134 5,362 0.231 4,395 0.257 473 0.124 494 0.097 2,772 0.52 4,950 0.242
CY2037 /H1118/H1118/H1118 7,343 5,388 0.240 4,906 0.252 319 0.125 163 0.103 1,954 0.36 4,950 0.251
CY2038 /H1118/H1118/H1118 8,075 5,357 0.226 4,767 0.239 353 0.125 236 0.099 2,718 0.51 4,950 0.235
CY2039 /H1118/H1118/H1118 1,916 1,668 0.195 1,219 0.226 218 0.124 231 0.101 248 0.15 3,586 0.147
Total /H1118/H1118/H1118/H1118173,338 68,441 0.206 53,180 0.233 7,772 0.124 7,489 0.099 104,898 1.53 68,441 0.206
Source: Independent Technical Report
Notes:
1 Mineral Resources are at cut-off grade of 0.06% WO
3.
2 ROM materials include dilution and loss at rates of 5%.
3 Inferred Mineral Resources are treated as waste.
4 HG (high-grade) material is defined as material above a cut-off grade of 0.14% WO
3; MG (medium-grade)
material is defined at a cut-off grade between 0.12% and 0.14% WO 3 and LG (low-grade) material is defined
at a cut-off grade of 0.06% WO 3.
5 Some totals may not correspond to the sum of the separate figures due to rounding.
6.8 Ore Reserve estimates
The definition of Ore Reserves is based on the JORC Code (2012) namely:
An ‘Ore Reserve’ is the economically mineable part of a Measured and/or Indicated
Mineral Resource. It includes diluting materials and allowances for losses, which may occur
when the material is mined or extracted and is defined by studies at Pre-Feasibility or
Feasibility level as appropriate that include application of Modifying Factors. Such studies
demonstrate that, at the time of reporting, extraction could reasonably be justified.
The conversion from Mineral Resources to Ore Reserves is presented in Figure 5.1.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-119 –


--- page 706 ---
6.8.1 Ore definition
Defining the economically mineable ore was based on the results of open pit optimization.
Open pit optimization was used to identify the optimum economic open pit shape based on the
highest project cashflow. The marginal cut-off grade (MCOG) of tungsten defined the
destination for material within the designed open pit. Material having a grade greater than the
MCOG is hauled to the crusher or ROM stockpile, otherwise it is treated as waste and hauled
to the WRD.
Applying the inputs presented in Table 6.9, SRK applied the following formula to
estimate the MCOG of tungsten ore:
A=(Cp+Cg)/(P/(65)*R*(1-RY))
Table 6.9: Estimates of MCOG for tungsten ore
Inputs Unit Parameter Description
A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118% 0.06 MCOG for WO 3
Cp /H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t feed 55 Processing cost
Cg /H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t feed 19 General & Administration cost
R /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Percent 79 Processing recovery in concentrate
P /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t 65%WO 3
Concentrate
110,000 Forecast (65%) standard tungsten
concentrate price
RY/H1118/H1118/H1118/H1118/H1118/H1118/H1118Percent to revenue 0.8/7.8 Sales expense and resource tax
Source: Jiaxin, Preliminary Design
Note: Technical economic parameters are detailed in Section 11.
The MCOG was estimated at 0.06% WO 3. SRK considers that material within the open
pit with a grade above 0.06% total tungsten can be processed economically, and Ore Reserves
at the MCOG will have positive revenues.
The MCOG was calculated based on technical and economic assumptions described in
Table 6.9. These assumptions may change in the future, which will affect the MCOG
calculation and thus impact the mine inventory.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-120 –


--- page 707 ---
6.8.2 Modifying Factors
The following Modifying Factors are used to determine the Ore Reserve.
 Optimal open pit shell. This factor considers the economic open pit limits, taking
into account the vein domains and excluding Mineral Resources located outside the
mining licence limit as designated mining ‘no-go’ areas.
 Open pit design. The conversion factor for the mining inventory between the
optimized open pit shell and the practical mine design has been accounted for in this
parameter.
 Dilution. Mining dilution is estimated at 5% according to the Preliminary Design.
The Modifying Factor would be updated as improved parameters become available
following commissioning once operation reconciliation data are available.
 Mining loss. A 5% mining loss rate was applied as proposed in the Preliminary
Design.
 The end-of-month topographic survey was applied to deplete the mined-out mineral
resources and stripped waste materials.
6.8.3 Ore Reserve estimates
The estimated Ore Reserve, based on the 2023 MRE and the application of Modifying
Factors to the tonnes and contained tungsten (WO 3), is summarized in Table 6.10 and
illustrated in waterfall charts shown in Figure 6.13 and Figure 6.14.
Table 6.10: Summary of Ore Reserve conversion process
Description Tonnes Grade WO 3
WO3
Contained
(kt) (%) (kt)
Indicated Mineral Resource in 2023
MRE /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895,600 0.209 199.8
Indicated Resource in optimal pit
shell, constrained by the
topographic survey as of 30 June
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,498 0.216 148.0
Pit Design /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,612 0.216 148.2
Allowance for dilution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,431 – –
Mining ore loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118-3,602 0.206 -7.4
Probable Reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,441 0.206 140.8
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-121 –


--- page 708 ---
Figure 6.13: Waterfall chart of mining inventory
 -
 20,000
 40,000
 60,000
 80,000
 100,000
 120,000
Indicated
Mineral
Resource
Indicated
Resource in
Optimal Shell
Pit Design Dilution
Allowance
Mining Ore
Loss
 Ore Reserve
Tonnes (kt)
Source: SRK
Figure 6.14: Waterfall chart of contained WO 3
0
50
100
150
200
250
Indicated
Mineral
Resource
Indicated
Resource in
Optimal Shell
Pit Design Dilution
Allowance
Mining Ore
Loss
Ore Reserve
Cont. WO₃ (kt)
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-122 –


--- page 709 ---
6.8.4 Ore Reserve Statement
By applying the Modifying Factors, SRK estimated the Ore Reserves of the Boguty
Tungsten Project in accordance with the JORC Code (2012) (Table 6.11). The economically
mineable parts of the Indicated Mineral Resources within the open pit design, the latest
topography (30 June 2025) and the current boundaries of the mining licence, including diluting
materials and allowance for losses, were classified as Probable Ore Reserves. The feed ore is
estimated based on the reference point being the primary crusher or stockpiles at the processing
plant.
Table 6.11: Ore Reserve Statement — Boguty Tungsten Project
as at 30 June 2025
Category Ore Reserve WO 3 grade Cont. WO 3
(Mt) (%) (kt)
Probable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868.4 0.206 140.8
Source: SRK
Notes:
1 The Ore Reserve estimate is effective as at 30 June 2025.
2 A marginal cut-off grade (MCOG) of 0.06% WO
3 was used to define ore and waste.
3 The pit optimization and the estimation of MCOG are based on a forecast price of RMB110,000 per ton
for 65% WO 3 concentrate.
4 The Ore Reserves are reported in metric dry tonnes.
5 The Ore Reserves are reported at the reference point of the ROM stockpile before crushing.
6 The Ore Reserves are reported inclusive of Mineral Resources.
7 All materials extracted since the initial Ore Reserve estimate declared in December 2023 have been
depleted from the Ore Reserve.
Competent Person’ s Statement
The information in this Report that relates to Ore Reserves based on information
compiled by Falong Hu who is a Fellow of The Australasian Institute of Mining and
Metallugry (AusIMM). Falong Hu is a full-time employee of SRK Consulting (China)
Limited and has sufficient experience that is relevant to the style of mineralisation, type
of deposit under consideration and to the activity which he undertakes to qualify as a
Competent Person as defined in the 2012 edition of the Australasian Code for Reporting
of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code).
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-123 –


--- page 710 ---
6.9 Conclusion
SRK has reviewed the historical studies on the Project and noted that the Modifying
Factors outlined in the Preliminary Design, which served as the basis for the construction,
lacked sufficient geotechnical detail and level of study to meet the standards required for a
PFS. The Company accepted SRK’s recommendations and conducted further geotechnical and
hydrogeological studies to allow inputs for the mine design and development to at a suitable
standard and result in the overall study being classified as a PFS. These additional studies were
carried out and completed in August 2023.
SRK used the updated Mineral Resource estimate and corresponding block model, along
with the verified open pit mine Modifying Factors, as well as the geotechnical slope input
parameters derived from the recently completed geotechnical study. These inputs were used to
develop the open pit optimization, mine design and production schedule (ore, waste, and
tungsten grade) in order to report an Ore Reserve. Mining operations commenced in late
October 2024. The production schedule was based on the overall project schedule as prepared
by the Company, taking into account of the current status of the construction and the phased
development of the processing plant.
The selected conventional open pit mining method is considered appropriate and a
low-risk solution. The proposed contractor mining equipment fleet is reasonable for the 12.45
Mtpa TMM capacity. However, the TMM capacity exceeds the proposed 12.45 Mtpa by 3-48%
for 7 years. This increase is due to the scheduling requirements to maintain a stable feed to the
processing plant. SRK has assumed this is achievable if the contractor sources additional
mobile equipment.
The Company should assess whether it is beneficial to mine the deeper portions of the
defined Mineral Resource or consider designing another pushback in the later part of the peak
TMM mining period. This evaluation should also include a study on the possibility of
expanding the mining licence limit to accommodate the expanded mining operations. Further
geotechnical studies should also be conducted as the mine develops.
The Company has adopted a strategic approach by feeding only material with a grade
above 0.14% WO
3 to the processing plant between 2025 and 2026, while lower-grade material
is temporarily stockpiled. Once the ore sorting system becomes operational in 2027, ore above
the cut-off grade and all previously stockpiled lower-grade material will be processed. SRK
considers this approach is reasonable.
SRK has prepared the Ore Reserve estimate as at 30 June 2025, in accordance with the
JORC Code (2012) guidelines. This estimate was prepared with a MCOG of 0.06% WO
3,
resulting in 68.4 Mt at 0.206% WO 3 grade. On a tonnage basis, approximately 72% of the
eligible Mineral Resources were converted to Ore Reserves.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-124 –


--- page 711 ---
7 MINERAL PROCESSING
7.1 Introduction
The full-scale construction of mining, processing and ancillary facilities began in May
2021. The construction of the processing plant complex was completed, equipment was
installed, auxiliary facilities were largely set up and trial production began in November 2024
(Figure 7.1). The processing plant adopts a two-stage crushing, ore sorting, tertiary crushing
and grinding circuit, along with a concentrator that uses flotation with a one-stage rougher,
three-stage scavenger and three-stage cleaner process.
The processing plant will be developed in two phases. In Phase I, the nameplate capacity
is 3.3 Mtpa or 10,000 tpd. In Phase II, the nameplate capacity will be raised to 4.95 Mtpa or
15,000 tpd. Commercial production for Phase I commenced in April 2025, while Phase II
commercial production is planned to begin in the first quarter of CY2027.
The construction of the plant has accommodated this phased development. The nameplate
capacity of the primary crushing, secondary crushing and concentrate dewatering circuits is
15,000 tpd, while the nameplate capacity of the tertiary crushing, grinding and flotation
circuits is 10,000 tpd. A connecting interface for the ore sorting circuit has been reserved
between the secondary and tertiary crushing circuits. Land located on the western side of the
screening plant has been reserved for the ore sorting facility.
Phase II construction involves the installation of an ore sorting facility. Once Phase I
production is commissioned, an industrial-scale ore sorting test will be conducted on site.
Based on the results from this test, an ore sorting circuit will be designed and constructed. The
waste rejection rate through ore sorting is estimated to be 33.3% based on the completed
testwork, where 15,000 tpd feed ore is pre-concentrated to 10,000 tpd ore.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-125 –


--- page 712 ---
Figure 7.1: Processing plant complex
Source: July 2025, SRK Site Visit
Note: A: Primary crushing station, B: Substation, C: Ball mill, D: Flotation column, E: Flotation cells, F: Scheelite
concentrate.
7.2 Processing testwork
The design of the processing plant is based on metallurgical and processing testwork
conducted between 2015 and 2019. An additional ore sorting test was also performed in 2023
(Table 7.1).
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-126 –


--- page 713 ---
Table 7.1: List of metallurgical and processing studies
Institute Report title Date Abbreviation
Hunan Research Institute of
Non-Ferrous Metals (HRI) /H1118/H1118/H1118/H1118
Report on the metallurgy
testwork and technical
development research on the
Boguty tungsten mine,
Kazakhstan
November 2015 HRI 2015
Feasibility study on the Boguty
tungsten mine, Kazakhstan
with 10,000 tpd mining
capacity
December 2017 2017 FS
Ganzhou HPY Technology
Co. Ltd. (HPY) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Report on the ore sorting
testwork on a scheelite mine
in Kazakhstan
March 2019 HPY 2019
Beijing Hollister Technology
Co., Ltd. (Hollister) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Report on the ore sorting
testwork on a scheelite mine
in Kazakhstan
April 2019 Hollister 2019
ENFI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Feasibility study on the Boguty
tungsten mining and
engineering project,
Kazakhstan with 15,000 tpd
mining capacity (10,000 tpd
in the first 2 years)
August 2019 2019 FS
ENFI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Preliminary design on the
Boguty tungsten mining and
engineering project,
Kazakhstan with 15,000 tpd
mining capacity (10,000 tpd
in the first 2 years)
June 2020 Preliminary Design
Ganzhou Nonferrous Metallurgy
Research Institute (GNMRI) /H1118/H1118/H1118
Report on the ore sorting
testwork on the Boguty
tungsten mine
September 2023 GNMRI 2023
Source: Jiaxin; compiled by SRK
7.2.1 Test samples
In 2015, nine metallurgical samples were taken, including two surface samples, three
from Adit 5, and four from Adit 6. These samples were collected using blasting, yielding a total
of 64 t (Table 7.2). Based on the distribution of sampling locations and grades, SRK considers
the test samples are representative. The samples collected were only for the metallurgical and
flotation testwork — not for ore sorting.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-127 –


--- page 714 ---
Table 7.2: Metallurgical test samples
Composite no. Sampling location Grade
Designed
sampling
weight
Actual
sampling
weight
(WO3 %) (t) (t)
Sample 1 /H1118/H1118/H1118/H1118/H1118Surface Line 23, sample #3149 0.28 0.5 1.0
Sample 2 /H1118/H1118/H1118/H1118/H1118Surface Line 23, sample #3720-3730 0.08 2.7 4.2
Backup 1 /H1118/H1118/H1118/H1118/H1118Adit 6 Line 27, sample #24212-24218 0.08 2.0
Backup 2 /H1118/H1118/H1118/H1118/H1118Adit 6 Line 28, sample #21554-21560 0.22 15.6
Sample 5 /H1118/H1118/H1118/H1118/H1118Adit 6 Line 27, sample #24395-24401 0.22 9.9 15.6
Sample 6 /H1118/H1118/H1118/H1118/H1118Adit 6 Line 29, sample #24829-24833 0.34 4.8 7.5
Sample 7 /H1118/H1118/H1118/H1118/H1118Adit 5 Line 18, sample #22164-22802 0.03 0.7 1.3
Sample 8 /H1118/H1118/H1118/H1118/H1118Adit 5 Line 21, sample #25280-25333 0.21 7.6 12.0
Sample 9 /H1118/H1118/H1118/H1118/H1118Adit 5 Line 24, sample #6518-6523 0.17 3.0 4.8
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 0.21 29.2 64.0
Source: HRI 2015
7.2.2 Mineralogical characterization
Chemical and mineral composition
Table 7.3, Table 7.4 and Table 7.5 show the chemical composition, mineral
composition and phase analysis results of the test samples, respectively. The results show
that tungsten is the primary recoverable element, with no significant recoverable value for
other elements, such as copper, lead, zinc and sulfur. Deleterious elements, including
arsenic and phosphorus, are present in trace amounts and have no effect on product
quality. The key metallic minerals are pyrite, pyrrhotite, limonite and scheelite and the
key non-metallic minerals are quartz, feldspar (plagioclase and K-feldspar), mica (biotite,
muscovite and sericite), chlorite, calcite and ferro-actinolite. Scheelite is the primary
tungsten mineral with trace amounts of wolframite and tungstite.
Table 7.3: Test sample chemical composition
Composition /H1118/H1118/H1118/H1118/H1118WO3 Cu Zn Pb Mo TFe As S P
Content (%) /H1118/H1118/H1118/H1118/H11180.22 0.03 0.023 0.02 0.009 3.3 <0.05 0.47 <0.05
Composition /H1118/H1118/H1118/H1118/H1118SiO2 Al2O3 MgO CaO Na 2OK 2OA u 1 Ag1
Content (%) /H1118/H1118/H1118/H1118/H111865.93 11.05 1.99 3.71 1.33 2.97 <0.05 <0.10
Source: HRI 2015
1 Unit: g/t
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-128 –


--- page 715 ---
Table 7.4: Test sample mineralogy
Mineral Content Mineral Content
(%) (%)
Scheelite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.26 Rutile 0.33
Pyrite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.22 Hedenbergite 0.39
Pyrrhotite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.29 Zoisite 0.17
Chalcopyrite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.04 Apatite 0.30
Sphalerite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.03 Ferrosilite 0.06
Arsenopyrite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.04 Grunerite 0.20
Molybdenite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.02 Fluorite 0.17
Galena /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.02 Parisite-(Ce) 0.01
Limonite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.48 Celsian 0.03
Quartz /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111846.92 Titanite 0.63
plagioclase /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817.17 Kaolinite 0.01
K-feldspar /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.65 Diopside 0.64
Biotite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.10 Clinohumite 0.01
Muscovite (sericite) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187.47 Zircon 0.05
Chlorite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.73 Garnet 0.38
Calcite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.76 Spinel 0.02
Ankerite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.18 Periclase 0.02
Dolomite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.21 Minnesotaite 0.03
Magnesite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.04 Talc 0.06
Rhodochrosite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.01 Montmorillonite 0.03
Ferro-actinolite /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.62 Other 0.20
Total 100.0
Source: HRI 2015
Table 7.5: Tungsten phase analysis
Tungsten mineral phase Scheelite Wolframite Tungstite
Total
Tungsten
Content (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.211 0.006 0.003 0.22
Proportion (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895.91 2.73 1.36 100.00
Source: HRI 2015
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-129 –


--- page 716 ---
Textural characteristics of major minerals
Scheelite
Scheelite mainly occurs as medium to coarse anhedral grains, ranging in size from
0.05 mm to 1.00 mm. The grains are sparsely distributed in gangue minerals, such as
quartz, muscovite and calcite. It is most common in quartz or at the junction of quartz and
muscovite, but it can also be found in calcite. Scheelite grains can also be found in calcite
stockworks or irregularly shaped chlorite, fluorite and other gangue minerals. Scheelite
is not closely associated with pyrite, sphalerite, chalcopyrite and other metallic minerals.
Wolframite
Wolframite content is very low — it is occasionally found in gangue minerals as
irregularly shaped grains ranging in size from 0.02 mm to 0.05 mm.
Pyrite, pyrrhotite
Pyrite is the most abundant metallic mineral in the sample. It mainly occurs as 0.03
mm to 0.50 mm anhedral and irregularly shaped grains — and less commonly as
subhedral grains — and is commonly scattered in gangue minerals. Small amounts of
pyrite occur as intergrowths with sphalerite. Pyrrhotite occurs uncommonly, is mainly
irregularly shaped and scattered in gangue minerals.
Molybdenite, sphalerite, chalcopyrite
Molybdenite, sphalerite and chalcopyrite are fine-grained and are rarely seen in the
samples. Molybdenite mainly occurs as fine flakes, ranging in size from 0.01 mm to 0.05
mm, scattered within gangue minerals such as quartz. Chalcopyrite grains, range in size
from 0.02 mm to 0.05 mm and have an emulsion texture. They are often found enclosed
within sphalerite grains, as well as among gangue mineral grains. Additionally,
chalcopyrite grains are occasionally irregularly shaped and enclosed within pyrite.
Limonite
Limonite is formed from weathering and hydration of iron minerals and iron-
containing sulfides. It typically consists of a mixture of goethite, lepidocrocite,
hydrogoethite, hydrous silica and clay minerals. Limonite in the ore is irregularly shaped
and commonly found in gangue minerals, often enclosing remnants of pyrite.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-130 –


--- page 717 ---
Ore texture and structure
Microscopic observation of thin sections has identified the following ore textures:
 anhedral granular texture: mainly found in metallic minerals such as scheelite,
pyrite, pyrrhotite, chalcopyrite and sphalerite; incomplete crystal habit,
occurred as anhedral grains in various shapes
 euhedral to subhedral granular texture: a small amount of pyrite in the form of
relatively regular euhedral and subhedral crystals
 flaky texture: mainly in molybdenite and muscovite in the form of flakes
 inclusion texture: less common, sphalerite included in pyrite
 emulsion texture: chalcopyrite enclosed in sphalerite in the form of minute
blebs.
Microscopic observation on thin sections identified the following ore structures:
 dissemination: mainly seen in the scattered distribution of metallic minerals in
the ore such as scheelite and pyrite, which can be classified as sparsely
disseminated based on abundance.
Scheelite grain size distribution
Scheelite is the primary target recoverable mineral, and its grain size distribution is
shown in Figure 7.2. Scheelite is medium- to coarse-grained with a cumulative
distribution rate of 94.11% for the +0.074 mm particle size fraction. Considering only the
grain size distribution, more than 95% of scheelite can be liberated. This is advantageous
for the recovery of scheelite and to obtain a high-grade scheelite concentrate.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-131 –


--- page 718 ---
Figure 7.2: Scheelite grain size distribution
Scheelite Distribution, %
Cumulative Distribution, %
0
25
50
75
100
0
5
10
15
20
+1.17 -1.17
+0.83
-0.83
+0.59
-0.59
+0.42
-0.30
+0.21
-0.21
+0.15
-0.150
+0.105
-0.105
+0.074
-0.074
+0.052
-0.42
+0.30
-0.037
+0.026
-0.026
+0.019
-0.019
+0.010 -0.01
4.43 18.36 9.46 14.05 11.04 6.65 13.64 8.33 8.15 2.19 2.26 1.04 0.27 0.1 0.03
4.43 22.79 32.25 46.3 57.34 63.99 77.63 85.96 94.11 96.3 98.56 99.6 99.87 99.97 100
Fraction
Cumulative
Scheelite grain size, mm
Scheelite Grain Size Distribution Curve
-0.052
+0.037
Source: HRI 2015.
7.2.3 Crushing and grinding test
HRI conducted tests to determine the ore’s physical properties. The density was
determined to be 2.75 t/m 3, the bulk density to be 1.70 t/m 3 and the natural angle of repose to
be 33.94°. The ore’s relative grindability was also evaluated, which involved comparing the
time required to grind the ore to a specific fineness using the same equipment and conditions
as comparable ores. The ore tested has a higher grindability than several comparable ores
(Table 7.6). These relative grindability results are used to guide mill selection.
Table 7.6: Relative ore grindability
Comparable ore Grinding fineness
Relative
grindability
Fankou lead-zinc mine /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118P65=74 mm 0.44
Dexing copper mine /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118P65=74 mm 0.76
Yichun Luming mine /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118P65=74 mm 0.79
Source: HRI 2015
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-132 –


--- page 719 ---
Luoyang Mining and Mechanical Engineering Design Institute Co., Ltd. (LMMEDI)
conducted a drop weight test (JK drop weight) and Bond Work Index tests on the ore. Beijing
General Research Institute of Mining and Metallurgy Technology Group (BGRIMM) also
conducted a Bond Work Index test on the ore. The results are shown in Table 7.7 and Table 7.8.
The hardness indicators, A*b, SCSE and Wib, are all within the ‘hard’ range, indicating the ore
is hard and difficult to grind. These test results provide a basis for grinding equipment
selection.
Table 7.7: Results on JK drop weight test
DWi DW i Mia Mih Wic
Specific
gravity
(kW h/m 3) (%) (kWh/t) (kWh/t) (kWh/t) (g/cm 3)
7.11 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856 20 15 7.7 2.75
A b A*b t a SCSE
(kWh/t)
61.7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.63 38.87 0.37 10.11
Source: Preliminary Design
Table 7.8: Results on Bond ball mill work index test
Institute P 100 Gbp F80 P80 Wib
(mm) (g/r) (mm) (mm) (kWh/t)
LMMEDI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118125 0.948 2110 97.0 21.16
BGRIMM 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118125 1.0883 1800 89.8 18.4
BGRIMM 2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118125 1.0887 1800 90.6 18.5
Source: Preliminary design
7.2.4 Ore sorting test
Scheelite exhibits luminescence and emits pale blue to yellow fluorescence under
ultraviolet (UV) light. Based on this property, a color sorting machine can be used to pre-select
scheelite ore. Waste rock that is not scheelite bearing can be removed, reducing the amount of
ore for grinding and improving the feed ore grade. This, in turn, lowers processing cost. The
terms ‘X-ray intelligent ore sorting machine’, ‘intelligent ore sorting machine’ and ‘intelligent
ore sorting machine’ all refer to color sorting machines.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-133 –


--- page 720 ---
In 2019, Hollister conducted ore sorting tests using an X-ray intelligent ore sorting
machine (model number: XNDT-104). The tests included pre-screening on a size fraction
below -15 mm size and conducting two ore sorting tests on a size faction ranging from 15 mm
to 75 mm. The results presented in Table 7.9 indicate that ore sorting is feasible, with the waste
rock having a grade of no more than 0.035% WO
3 and a waste rejection rate of over 50% (15
mm to 75 mm fraction). However, due to the limited quantity of ore used in the experiment and
the lack of assay results for the -15 mm size fraction, this test can only be considered
exploratory.
Table 7.9: Results from Hollister’s ore sorting test
Test Product Yield Grade
(%) (WO 3 %)
First /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118-15 mm 15.75 /
-75+15 mm concentrate 40.35 1.55
-75+15 mm tailings 43.89 0.035
ore 100.00 /
Second /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118-15 mm 15.75 /
-75+15 mm concentrate 33.61 1.38
-75+15 mm tailings 50.63 0.027
ore 100.00 /
Source: Hollister 2019
In 2019, HRI used an X-ray ore sorter to pre-concentrate another ore sample with a
particle size of 100 mm to +30 mm. The result was not satisfactory as the tailings grade did
not meet the waste rejection criteria.
In 2019, HPY conducted additional ore sorting tests. The sample was crushed to a size of
-60 mm and the -15 mm fraction was screened out. The 15–60 mm fraction was tested by the
X-ray intelligent ore sorter. The larger-scale pilot test revealed that the ore sorting test met the
expected target, with a waste rejection rate (tailing yield) of 32.4%, metal loss of 2.5% and
tailings grade of <0.04% (Table 7.10). However, the crushing particle size of -60 mm was
relatively fine, and the proportion of -15 mm particle size fraction was relatively high. By
increasing the crushing size, the yield of -15 mm size fraction will be reduced, and the waste
rejection rate can further be improved.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-134 –


--- page 721 ---
Table 7.10: Results from HPY’s ore sorting test
Test run Product Yield WO 3 Grade Recovery 1
(%) (%) (%)
First trial /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118-15 mm 32.7 0.52 47.7
-60+15 mm concentrate 31.6 0.55 48.8
-60+15 mm tailings 35.8 0.034 3.4
Raw ore 100.0 0.356 100.0
Second trial /H1118/H1118/H1118/H1118/H1118/H1118-15 mm 32.7 0.52 38.6
-60+15 mm concentrate 28.3 0.92 59.3
-60+15 mm tailings 39.0 0.024 2.1
Raw ore 100.0 0.440 100.0
Pilot test /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118-15 mm 32.7 0.52 33.9
-60+15 mm concentrate 35.0 0.91 63.6
-60+15 mm tailings 32.4 0.039 2.5
Raw ore 100.0 0.501 100.0
Source: HPY 2019
1 Recalculated based on the yield of -15 mm and -60+15 mm size fraction products.
To further confirm the feasibility of ore sorting and determine the technical parameters,
Jiaxin collecte da3t sample and commissioned GNMRI to conduct integrated ore sorting and
dense media separation (DMS) testwork.
The sample was crushed and screened into three size fractions: -120+50 mm, -50+15 mm
and -15 mm. The first two size fractions were fed into an intelligent ore sorter. The ore-sorted
concentrate was mixed with the -15 mm fraction. The combined fractions were further crushed
for DMS tests.
The intelligent ore sorter was used for pre-concentration tests on the -120+50 mm size
fraction under two different conditions and on the -50+15 mm size fraction under four different
conditions. The results showed that as the waste rejection rate increased, the tailings grade
increased while the concentrate recovery rate decreased. The results of the integrated test are
presented in Table 7.11, with a waste rejection rate of 57.90% for the -120+50 mm size fraction
and 72.78% for the -50+15 mm size fraction, respectively. The recoveries for the -120+50 mm
and -50+15 mm size fractions are 94.33% and 85.63%, respectively. The combined size
fractions relative to the raw ore have a waste rejection rate of 44.71%, tailings grade of 0.019%
and metal loss of 6.09%. The results indicate that using the intelligent ore sorter for ore sorting
is feasible.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-135 –


--- page 722 ---
Table 7.11: GNMRI’s ore sorting test results
Size fraction
(mm) Product Yield (%) WO3
grade
WO3 recovery (%)
Trial Raw ore Trial Raw ore
(%)
-120+50 /H1118/H1118/H1118/H1118/H1118/H1118Concentrate 42.10 7.76 0.405 94.33 22.80
Tailings 57.90 10.68 0.018 5.67 1.40
Feed 100.00 18.44 0.181 100.00 24.20
-50+15 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Concentrate 27.22 12.73 0.297 85.63 27.43
Tailings 72.78 34.03 0.019 14.37 4.69
Feed 100.00 46.76 0.094 100.00 32.12
-15 mm /H1118/H1118/H1118/H1118/H1118/H1118 34.80 0.173 43.68
-120+15 mm concentrate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820.49 0.338 50.23
-120+15 mm tailings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844.71 0.019 6.09
Raw ore /H1118/H1118/H1118/H1118/H1118/H1118 100.00 0.138 100.00
Source: GNMRI 2023
The ore-sorted concentrate was combined with the -15 mm fraction and crushed to -15
mm and -7 mm, respectively. The 0.8 mm fines were screened out and the -15+0.8 mm and
-7+0.8 mm fractions were subject to a DMS test (Table 7.12). The waste rejection rates for the
-15+0.8 mm and -7+0.8 mm factions were 42.08% and 43.10%, respectively, with tailings
grades of 0.059% and 0.050%, and metal losses of 9.24% and 8.21%, respectively.
The waste rejection rates by DMS were higher than 42% in both size fractions and
tungsten recoveries were higher than 90%. The integrated ore sorting using the intelligent ore
sorter and DMS achieved a waste rejection rate of 67.98% and a recovery rate of 85.85%. The
test results indicate that DMS is technically viable. However, the report did not indicate the
method, type and consumption of dense medium. SRK recommends conducting semi-industrial
or industrial tests to further evaluate the technical and economic viability of this combined
processes.
Table 7.12: Results of DMS test
Product Yield (%)
WO3 grade
WO3 recovery (%)
Trial Raw ore Trial Raw ore
%
-0.8 mm /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810.52 0.475 18.60
-15+0.8 mm concentrate /H1118 52.97 47.40 0.409 88.65 72.16
-15+0.8 mm tailings /H1118/H1118/H1118/H111847.03 42.08 0.059 11.35 9.24
Feed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100.00 0.269 100.00
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-136 –


--- page 723 ---
Product Yield (%)
WO3 grade
WO3 recovery (%)
Trial Raw ore Trial Raw ore
%
-0.8 mm /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813.98 0.379 20.18
-15+0.8 mm concentrate /H1118 49.89 42.92 0.438 89.71 71.61
-15+0.8 mm tailings /H1118/H1118/H1118/H111850.11 43.10 0.050 10.29 8.21
Feed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100.00 0.263 100.00
Source: GNMRI 2023
With the development of ore sorting technology and the improvement of sorter machine
manufacturing, the application of ore sorting for scheelite and non-ferrous metal ores is rapidly
advancing. SRK considers that the application of ore sorting to this project is feasible and
recommends conducting further industrial-scale tests. ENFI, the author of the Preliminary
Design, also suggested conducting industrial-scale tests to determine the optimal feed ore
particle size and other ore sorting parameters once the Phase I construction is completed. The
industrial-scale tests will provide a basis for the design of the ore sorting circuit.
7.2.5 Flotation test
In November 2015, HRI conducted a processing test. Considering the ore properties, a
jigging gravity separation test was initially performed, but the results were not satisfactory.
Subsequently, a detailed flotation test was conducted, which involved a room temperature
rougher circuit and a heated cleaner circuit.
In the rougher circuit test at room temperature, various optimization tests were conducted,
including grind fineness test, comminution test, pulp concentration test, regulator type and
dosage test, sodium silicate dosage test, collectors and dosage test, flotation residence time
test, pulp temperature test and tests on other conditions. Based on these experiments, open
circuit tests were carried out, followed by closed circuit tests with different flowsheets,
including:
 conventional flowsheet consisting of ‘one-stage rougher, three-stage cleaners and
three-stage scavengers with middling sequential return to scavenger’
 tailings regrind flotation flowsheet
 middling regrind flotation flowsheet
 classified raw ore flotation flowsheet.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-137 –


--- page 724 ---
Based on test results, the conventional flowsheet of ‘one-stage rougher, three-stage
cleaners, and three-stage scavengers’ was chosen as the optimized process (Figure 7.3).
Following this conventional flowsheet, different ore grades were subjected to closed circuit
tests, return water tests, and pilot-scale flotation tests. The expanded flotation test had a scale
of 1,000 kg/d and ran continuously for 72 hours. Low-grade ore verification tests were also
carried out (Table 7.13). The rougher index is influenced by return water to some extent, but
is at an acceptable level. The rougher concentrate grade and recovery rate decreases with
decreasing ore grade. The temperature of the flotation pulp had a significant impact on the
rougher index, and the test indicated that it should not be below 20°C.
In the heated rougher-cleaner circuit test, several tests were conducted, including
depressant test, sodium silicate dosage test, and open circuit and close circuit heated cleaner
tests. Under conditions of a pulp concentration of 50%-55% and a pulp temperature of
90°C-95°C, a large amount of sodium silicate was used as a depressant and pre-mixed for 60
minutes. The flowsheet for the closed circuit test is shown in Figure 7.3 and the results are
presented in Table 7.14. The results of the complete flowsheet are shown in Table 7.15. The
tungsten concentrate obtained in the test had a grade of 66.55% WO
3, and the recovery rate of
tungsten was 87.74%, indicating excellent performance.
Since the tailings from the heated cleaner circuit has a relatively high tungsten grade
(0.23% WO 3), tests were conducted on the tailings to recover tungsten using gravity separation
with a shaking table and magnetic separation with a wet strong magnetic separator. However,
the results were not satisfactory. Beneficiation tests were conducted on the rougher concentrate
at room temperature, but the tests did not yield satisfactory results. Therefore, the tailings from
the heated cleaner circuit is considered the final tailings.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-138 –


--- page 725 ---
Figure 7.3: Flowsheet on closed circuit flotation test
Raw ore
Grinding
Room temperature
rougher circuit
Cleaner 1
Cleaner 2
65.4% passing 75μm Sodium carbonate regulator 1,100g/t
Sodium silicate 1600
Oleic acid collector 200
Scavenger 1
Oleic acid collectorSodium silicate 150g/t
Oleic acid
collector
Scavenger 3
Sodium silicate
50g/t
Heated cleaner
Cleaner 1
Cleaner 2
Scavenger 1
Oleic acid collector  1.6g/t
Heated cleaner tailings
Scavenger 2
Cleaner 3
Room temperature
rougher tailings
4’
4’
Scavenger 2
Cleaner 3
Overflow
Thickening
Sodium silicate 4800g/t
T° = 90~95 °C
t = 60min
Conc = 50~55%
Room temperature rougher
Oleic acid collector  1.0g/t
Heated cleaner circuit
3’
3’
3’
2’
2’
3’
3’
3’
5’
4’
2’
Concentrate
Sodium silicate 200g/t
Sodium silicate
100g/t
Rougher concentrate
 40g/t
20g/t
Oleic acid
collector 20g/t
Source: HRI 2015
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-139 –


--- page 726 ---
Table 7.13: Results on closed circuit rougher flotation
Test Product Yield Grade Recovery
(%) (WO 3 %) (WO 3 %)
Freshwater test /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Rougher concentrate 3.97 5.16 92.22
Tailings 96.03 0.018 7.78
raw ore 100.00 0.222 100.00
Return water test /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Rougher concentrate 4.24 4.79 90.99
Tailings 95.76 0.021 9.01
Raw ore 100.00 0.223 100.00
Pilot test (normal grade ore) /H1118/H1118/H1118Rougher concentrate 4.13 4.85 91.71
Tailings 95.87 0.019 8.29
Raw ore 100.00 0.218 100.00
Pilot test (low-grade ore) /H1118/H1118/H1118/H1118/H1118Rougher concentrate 3.18 3.34 86.74
Tailings 96.82 0.017 13.26
Raw ore 100.00 0.122 100.00
Source: HRI 2015
Table 7.14: Results on heated cleaner of rougher concentrate
Product Yield Grade Recovery
(%) (WO 3 %) (WO 3 %)
Concentrate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187.1 66.55 95.67
Tailings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111892.9 0.23 4.33
Feed (Rougher concentrate) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100.0 4.94 100.00
Source: HRI 2015
Table 7.15: Results on complete closed circuit flotation flowsheet
Product Yield Grade Recovery
(%) (WO 3 %) (WO 3 %)
Concentrate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.29 66.55 87.74
Total tailings, include: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899.71 0.027 12.26
Cleaner tailings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.84 0.23 3.97
Rougher tailings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895.87 0.019 8.29
Raw ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100.00 0.218 100.00
Source: HRI 2015
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-140 –


--- page 727 ---
In December 2023, Hunan Fuduo Resources Technology Co., Ltd. completed laboratory
testing for the mineral processing technology development of the Bakuta Tungsten Mine.
Based on preliminary rougher flotation tests conducted at ambient temperature, both heated
and ambient-temperature cleaning tests were carried out on the rougher concentrate.
In the ambient-temperature rougher flotation test, the grinding fineness was 66.5%
passing 74 µm. Sodium silicate was used as inhibitors for silicate and carbonate minerals and
the rougher concentrate was obtained using a “one rougher, two cleaners, three scavengers”
flotation flowsheet.
For the heated cleaning of the rougher concentrate, the process began with concentration
and reagent removal from the rougher concentrate, followed by heating and agitation with
sodium silicate to further remove reagents. Final concentrate was then produced through a
closed-circuit “one rougher, three scavengers, five cleaners” cleaning flowsheet.
For ambient-temperature cleaning, the rougher concentrate was first concentrated and
reagent removal, followed by agitation with sodium silicate for reagent removal. The “one
rougher, three scavengers, five cleaners” flowsheet was applied, with the tailings from the first
cleaner being concentrated and returned to the reagent removal agitation tank to produce the
final concentrate.
The overall results of these tests are summarized in Table 7.16. The results indicate that
ambient-temperature cleaning of the rougher concentrate is feasible, which would significantly
reduce energy consumption associated with heating. However, this approach yields a final
concentrate with lower grade.
Table 7.16: Ambient temperature and heated cleaning flotation results
Conditions Product Mass Yield Grade Recovery
(%) (WO 3 %) (WO 3 %)
Ambient temperature
roughing circuit /H1118/H1118/H1118
Rough Concentrate 12.05 1.1 88.28
Tailings 87.95 0.02 11.72
Feed (ROM) 100 0.15 100
Heated cleaning
circuit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Final Concentrate 1.86 62.15 95.54
Cleaner Tailings 98.14 0.06 4.46
Feed (Rough
concentrate)
100 1.21 100
Ambient temperature
roughing and high
temperature
cleaning /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Final Concentrate 0.22 62.15 84.34
Total Tailings 99.78 0.02 15.66
Feed (ROM) 100 0.15 100
Ambient temperature
cleaning circuit /H1118/H1118/H1118/H1118
Final Concentrate 2.11 53.94 96.45
Cleaner Tailings 97.89 0.04 3.55
Feed (Rough
concentrate)
100 1.18 100
Ambient temperature
roughing and room
temperature
cleaning /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Final Concentrate 0.25 53.94 85.15
Total Tailings 99.75 0.02 14.85
Feed (ROM) 100 0.15 100
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-141 –


--- page 728 ---
Water quality simulation tests and water recycling tests were also conducted. The results
showed that excessively high concentrations of Ca 2+ and Mg 2+ in the flotation water
significantly reduced both the WO 3 grade and recovery rate of the scheelite flotation
concentrate, indicating that water with high levels of calcium and magnesium ions has a
substantial negative impact on scheelite flotation.
The removal of Ca
2+ and Mg 2+ from the flotation water via a coagulation precipitation
method proved effective. The process involved first adding lime to the tailings water for
clarification, then adjusting the pH of the clarified water by adding sulfuric acid (or oxalic
acid), and finally adding sodium carbonate to coagulate and precipitate calcium and
magnesium ions from the water.
After treatment, the recycled process water was re-used continuously in flotation
operations. The resulting scheelite flotation performance remained stable and was comparable
to that achieved with fresh water.
7.2.6 Flotation product quality
The results of the multi-element chemical analysis on the flotation concentrate and
tailings are presented in Table 7.17. The scheelite concentrate meets the requirements for a
Class I product, and the levels of deleterious elements are within acceptable limits. Although
arsenic was not assayed, it is presumed to be within the acceptable level due to the low arsenic
content in the raw ore.
Table 7.17: Chemical composition of flotation product
Composition
Content (%)
Concentrate
Rougher
tailings
Cleaner
tailings
WO3 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866.55 0.02 0.251
P /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118<0.05 <0.05 0.83
S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.21 <0.05 1.85
TFe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.49 3.38 3.11
Cu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.16 <0.05 0.326
Pb /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.12 <0.05 0.131
Zn /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.11 <0.05 0.075
Mo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.009 0.008 0.1
CaO /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820.27 1.84 50.34
MgO /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.23 2.36 2.08
K2O/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.01 2.52 1.25
Na2O /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.16 1.21 0.64
SiO2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.61 67.63 33.86
Al2O3 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.9 9.05 2.70
Au1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118<0.1 <0.1 <0.1
Ag1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118<0.1 <0.1 <0.1
Source: HRI 2015
1 Unit: g/t — grams per ton
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-142 –


--- page 729 ---
7.2.7 Conclusions and recommendations
The principal ore minerals are scheelite and trace amounts of wolframite and tungstite.
These minerals are the target minerals that will be beneficiated and recovered. Scheelite is
coarse grained with 94% of grains larger than 74 mm, making it easy to grind and liberate. The
ore has a high hardness index — the crushing and grinding cost will be relatively high.
The tests performed to date have demonstrated that it is feasible to pre-concentrate
primary crushed feed using an ore sorter, with reasonable results obtained. The test results for
a high-grade ore sample with 0.5% WO
3 achieved a waste rejection rate of 32.4%, tailings
grade of 0.039% WO 3 and tungsten concentrate recovery of 97.5%. The test results for a
low-grade ore sample with 0.14% WO 3 show a waste rejection rate of 44.7%. The grade of the
tailings is 0.019% WO 3, while the tungsten recovery rate in the concentrate is 93.9%. Further
industrial-scale testing is required to determine the optimal process parameters and technical
indicators.
The ore-sorted concentrate and unsorted size fraction (-15 mm) were mixed and crushed
to -15 mm and -7 mm. These samples were subject to DMS tests and yielded positive results.
The waste rejection rate was greater than 42% and the tungsten concentrate recovery was
greater than 90%. However, the tailings grade was relatively high (>0.05%). SRK recommends
that the company conducts an on-site semi-industrial or industrial test to further evaluate the
technical and economic viability of this method.
The flotation flowsheet of ‘rougher at room temperature and cleaner at high temperature’
is a commonly used processing method for scheelite. The rougher process is conditioned and
performed at a pulp temperature of no less than 20°C, and the rougher concentrate is agitated
and conditioned at a pulp temperature of between 90°C and 95°C followed by cleaner flotation.
A laboratory-scale closed circuit test yielded good indicators of concentrate grade of 66.6%
WO
3 and recovery rate of 87.7%.
The temperature has a significant impact on the flotation results. Low temperature
reduces the dispersibility and activity of flotation reagents. The test has confirmed that the
temperature of rougher pulp should not be lower than 20°C, and that of cleaner pulp should not
be lower than 90°C. Under these temperature conditions, higher concentrate grade and
recovery can be achieved. Ambient-temperature flotation can achieve recovery rates
comparable to heated flotation, but the resulting concentrate grade is lower.
Return water also affects the flotation results, although its impact is not evident in
laboratory settings. The high calcium and magnesium ion content in return water can
significantly reduce the grade and recovery of the rougher concentrate. Treating tailings return
water with a coagulation method can effectively eliminate the adverse effects of recycled water
on mineral processing performance.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-143 –


--- page 730 ---
As the depressant of gangue minerals, the amount of sodium silicate used was 6,900 g/t,
and the amount of sodium carbonate regulator used was 1,100 g/t, which are relatively high
values. To reduce the consumption of these two reagents, SRK recommends conducting further
experiments to explore substitutes for sodium silicate and sodium carbonate.
7.3 Processing plant
7.3.1 Production capacity and work system
According to the Preliminary Design, the processing plant will be developed in two
phases. In Phase I, the nameplate capacity is 3.3 Mtpa or 10,000 tpd. In Phase II, the nameplate
capacity will be raised to 4.95 Mtpa or 15,000 tpd.
The construction of the plant has accommodated this phased development. The nameplate
capacity of the primary crushing, secondary crushing and concentrate dewatering circuits is
15,000 tpd, while the nameplate capacity of the tertiary crushing, grinding and flotation
circuits is 10,000 tpd. The waste rejection rate of ore sorting is estimated at 33.3%, where
15,000 tpd feed ore is pre-concentrated to 10,000 tpd ore.
The processing plant is designed to operate 24 hours per day, 7 days per week on a
three-shift basis. This is equivalent to 7,920 hours annually or 90.4% utilization.
7.3.2 Product plan and designed processing parameters
Table 7.18 presents the technical indices for Phase I and II. In Phase I, the designed
throughput is 10,000 tpd. The tungsten recovery to tungsten concentrate was 83% (75% in H2
2025) and the predicted tungsten concentrate grade was 65% WO
3. In Phase II when the ore
sorting system is installed, the designed throughput is 15,000 tpd. At a 33.3% waste rejection
rate, 5,000 t of waste is rejected through the ore sorting system. The overall tungsten recovery
to tungsten concentrate recovery rate is 78.85%.
Table 7.18: Designed processing parameters
Phase Product Capacity Capacity Yield Grade Recovery
(tpd) (tpa) (%) (WO 3) (WO 3)
Phase I /H1118/H1118/H1118/H1118/H1118/H1118/H1118Concentrate 28.22 9,313 0.282 65.00 83.00 (Note 1)
Tailings 9,972 3,290,687 99.718 0.038 17.00
Raw ore 10,000 3,300,000 100.000 0.221 100.00
Phase II with ore
sorting /H1118/H1118/H1118/H1118/H1118/H1118
Concentrate 42.94 14,171 0.286 65.00 78.85
Tailings 9,957 3,285,829 66.380 0.050 14.05
Waste 5,000 1,650,000 33.333 0.050 7.10
Raw ore 15,000 4,950,000 100.000 0.236 100.00
Source: Preliminary Design, Jiaxin
Note:
1 Target recovery of 75% in H2 2025
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-144 –


--- page 731 ---
Trial production began in November CY2024. By 31 December 2024, approximately
34,000 t of ore had been processed during the trial phase. Between January and June 2025, an
additional 944,700 t of ore was processed. In H2 2025, the projected throughput is 1.65 Mt.
Once the ore sorting circuit is commissioned in the third quarter of CY2026, the throughput
will gradually increase. The target throughput for CY2026 is set at 3.80 Mt. From CY2027, the
annual target throughput is expected to reach 4.95 Mt and will be maintained at this level until
it begins to ramp down in 2040 (Table 7.19).
Table 7.19: Target throughput
Throughput H2 2025 2026 2027 2028 onwards
Mt /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.65 3.80 4.95 4.95
Source: Jiaxin
Note: All years are calendar years.
7.3.3 Mineral processing flowsheet
The designed processing flowsheet includes the crushing circuit, ore sorting circuit,
grinding circuit, rougher circuit, cleaner circuit and concentrate dewatering circuit.
The crushing circuit is a traditional three-stage crushing and one closed circuit flowsheet.
To perform ore sorting and waste rejection, an ore sorting operation has been designed for
screened and oversize ore materials produced from secondary crushing (Figure 7.4).
The grinding process is a closed circuit process.
The rougher process consists of ‘one-stage rougher, three-stage scavenger and three-stage
cleaner’. The rougher concentrate undergoes thickening and reagent removal, followed by
heated cleaner with the flowsheet of ‘one-stage rougher, three-stage scavenger and five-stage
cleaner’ (Figure 7.5).
The concentrate dewatering process is ‘thickening-filtration-drying’ (Figure 7.6).
The processing flowsheet is described as follows.
Crushing and screening circuit
The maximum size of the raw ore from the open pit is 1,000 mm. Ore is transported
by trucks to the primary crushing station near the open pit. The ore is unloaded directly
into the feed bin of a gyratory crusher. Adjacent to the feed bin, a crawler-type mobile
hydraulic breaker is installed to break any oversize rocks.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-145 –


--- page 732 ---
The gyratory crusher reduces the size of the ore to less than 300 mm. The primary
crushed ore is then transported to the stockpile area of the processing plant through a
2 km-long belt conveyor system.
The effective storage capacity of the primary crushed ore stockpile is 12,000 t,
which serves as a buffer between processing and mining rates, ensuring a continuous
production in the processing plant. Three heavy-duty apron feeders are installed below the
primary crushed ore stockpile, feeding the ore to a secondary crushing cone crusher in the
crushing plant through Belt Conveyor 1. Secondary crushed ore is transported through the
Belt Conveyor 2 to the two sets of double deck circular vibrating screens in the screening
plant for pre-screening.
Before the ore sorting system is installed, the oversize of the double deck vibrating
screens and intermediate products will be returned to the two tertiary crushing cone
crushers in the crushing plant by the Belt Conveyor 3. The finely crushed material is sent
back to the two sets of single deck circular vibrating screens in the screening plant by Belt
Conveyor 4 for size inspection. The screen oversize material is combined with the
pre-screening oversize material and transferred back for tertiary crushing by the Belt
Conveyor 3 to form a tertiary crushing closed circuit.
The undersize ore materials from the double deck and single deck vibrating screens
have a particle size of less than 12 mm. They are transferred to the surge bin through Belt
Conveyors 5 and 6. The effective storage capacity of the ore surge bin is 10,000 t, which
serves as a buffer between the crushing and grinding processes to ensure continuous
production of the grinding operation. There are 14 flat gates under the ore surge bin, and
the ore will be fed to two series of ball mills via two belt conveyors.
Ore sorting system
When the operation of the ore sorting system is commissioned in the third year, the
pre-screening after secondary crushing will divide the secondary crushed ore into three
size fractions: <12 mm, 12-40 mm and >40 mm (40-70 mm). The fine size fraction <12
mm is processed as the original flowsheet and sent to the ore surge bin by Belt Conveyors
5 and 6. The 12-40 mm and >40 mm size fractions will be conveyed to the buffer bin in
the ore sorting facility. Four conveyor feeders will be installed under the coarse-grain bin
to feed four ore sorters for pre-concentration, and eight conveyor feeders under the
medium-grain bin to feed eight intelligent ore sorters. The concentrates of all ore sorters
will be collected by a single belt conveyor and returned to Belt Conveyor 3 for tertiary
crushing after two transfers. All the waste rejects from the sorting machine will be
collected by another belt conveyor, transported to the reject stockpile, and then
transported by vehicles to the WRD or TSF as materials for raising the dams. The particle
sizes mentioned above are empirical data for the vibrating screen sieving sizes. Actual
particle sizes will be determined by an industrial-scale test.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-146 –


--- page 733 ---
Figure 7.4: Crushing and ore sorting flowsheet
Raw ore (-1,000 mm)
Pre-screening
-12mm 12~40mm
Reserved for ore sorting
Primary crushing
Size investigation
Secondary crushing
Tertiary
crushing
Waste
rock
Primary crushed
ore stockpile
40~70mm
Reserved for ore sorting
Crushed ore
surge bin
-12mm +12mm
Source: modified after Preliminary Design
Grinding circuit and rougher flotation circuit
There are two grinding circuits. A ball mill, mortar pump and cyclone unit will form
the grinding-classification closed circuit. The ore discharge from the ball mill will be
classified by the cyclone, and the underflow will be returned to the ball mill. The
combined overflow in two grinding series flows into an agitation tank before flotation,
and will be agitated, conditioned and pumped to three flotation columns for roughing. The
flotation columns can be used for both roughing and cleaning. The resulting concentrate
flows by gravity to Cleaner 3 of the cleaner section in the rougher circuit. The flotation
columns’ tailings flows to the scavenger section, producing the final tailings after three
stages of scavenging that is subsequently pumped to the TSF. Scavenger 1 concentrate
will undergo three-stage cleaning to produce a rougher concentrate and middling. The
middling returns to the Scavenger 1. The rougher concentrate undergoes thickening and
reagent removal, and will be transferred to the heated cleaner circuit.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-147 –


--- page 734 ---
Figure 7.5: Grinding and rougher flowsheet
Crushed ore surge bin (-12mm)
Ball mill
Room Temperature
Rougher Circuit
Cleaner 1
Cleaner 2
65% -75μm
Sodium carbonate regulator 1,100g/t
Sodium silicate 1600
Oleic acid collector 200
Scavenger 2
Oleic acid
collector
Sodium silicate
150g/t
Oleic acid collector  20g/t
Room temperature
rougher tailings
4'
4'
Scavenger 3
Cleaner 3
Overflow
Thickening and reagent removal
Scavenger 1 (Rougher 2)
3'
3'
2'
2'
Hydraulic cyclone
Rougher at flotation column
Oleic acid collector  40g/t
Rougher
concentrate to
heated cleaner
Pulp agitation and
condition
20g/t
Source: modified after Preliminary Design
Heated cleaner circuit and concentrate dewatering
The concentrate ore pulp in the room temperature flotation circuit will be pumped
to a thickener and concentrated to a grade of 50-55% (Figure 7.6). The overflow will be
sent to the concentrate overflow treatment station, and the underflow will be pumped to
six heated agitation tanks that are steam-heated to over 90°C. The heated underflow is
then pumped to another agitation tank for the addition of flotation reagents and pulp
conditioning, and subsequently enters the heated cleaner circuit. The cleaner circuit
adopts the flotation flowsheet of ‘one-stage rougher, three-stage scavenger and five-stage
cleaner’. The cleaner tailings will be combined with the tailings produced in the room
temperature rougher circuit and pumped to the TSF. The final flotation concentrate will
be pumped to a thickener. The underflow will be fed to a plate-and-frame filter press. The
resulting filter cake will be sent to a steam dryer through a spiral conveyor. The dried
product is then sent to a bucket elevator through a spiral conveyor, mixed in a mixer and
packed i na1tb a gb ya n automated packing machine for storage and transportation.
Thickener overflow and filter press filtrate containing sodium silicate and flocculants will
be returned to the cleaner circuit for pulp conditioning and to serve as rinsing water.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-148 –


--- page 735 ---
Figure 7.6: Cleaner and concentrate dewatering flowsheet
Heated cleaner
Cleaner 1
Cleaner 2
Scavenger 1
Heated cleaner
tailings
Scavenger 2
Cleaner 3
Sodium silicate 4800g/t
T° = 90~95°C
t = 60min
Conc = 50~55%
Heated Cleaner
Circuit
3'
3'
3'
5'
4'
3'
Scheelite
concentrate
Sodium silicate 200g/t
Sodium silicate    100g/t
Scavenger 3
3'
Cleaner 4
Cleaner 5
3'
2'
Thickening
Filter
Dry
Steam
Overflow
Rougher concentrate
Concentrate
Dewatering Circuit
Oleic acid
collector 1.6g/t
Source: modified after Preliminary Design
7.3.4 Processing facilities and equipment
The processing plant is located to the south of the open pit, at a lower elevation. The
distance between the mining area and the processing plant is 2.3 km. The primary crushing
station will be located near the open pit and is to be connected to the processing plant through
a 2 km long conveyor belt system.
There is an elevation difference of approximately 200 m between the two facilities. When
the crushed ore is transported downhill, energy will be generated through this process. The belt
conveyor is designed with power generation capability and connected to the mine power grid.
The expected power generation capacity is 0.375 kWh/t ore.
The processing plant area will include the primary crushed ore stockpile, crushing plants,
screening plants, surge bins, main production plant (grinding, flotation and concentrate
dewatering), chemical preparation and storage facilities, major electrical/power transformers
substation, mineral processing and analytical laboratory, machine repair workshop, integrated
warehouse, concentrate thickening and pumping station, concentrate overflow sedimentation
tank, high-level freshwater tank and recycled water tank, open pit production water booster
pump station, domestic water purification station, circulating cooling water pump station,
domestic sewage treatment station, processing plant office building and processing plant boiler
room. A suitable area for the ore sorting facility and WRD is also reserved to the west of the
screening plant.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-149 –


--- page 736 ---
The return water and fire protection water tanks will be located on the western hillslope
of the production water booster pump station. It is 80 m from the primary crushed ore stockpile
to the north. The designed tank foundation level is 1,302.8 m, and water will flow by gravity
through the pipe network to the processing plant and accommodation camp.
The processing plant equipment is listed in Table 7.20, though the ore sorting system has
not yet been determined as it is yet to be designed. SRK observed that foundations for the main
equipment had been completed. Installation of most of the processing and auxiliary equipment
has been completed. In July 2024, the processing plant equipment began individual testing. The
commissioning engineers are already on site and other staff have been recruited and are
currently undergoing training.
Table 7.20: Major processing equipment
No. Equipment Model and specification Quantity Generator
(kW)
Crushing system
1 /H1118/H1118/H1118/H1118/H1118/H1118Gyratory crusher G4369HD 1 400
2 /H1118/H1118/H1118/H1118/H1118/H1118Heavy-duty apron feeder BZOK2400-7 1 90
3 /H1118/H1118/H1118/H1118/H1118/H1118Hydraulic breaker – 1 55
4 /H1118/H1118/H1118/H1118/H1118/H1118Main belt conveyor B = 1,200 mm,
L = 1,997 m,
Q = 1,200 t/h
1 710
5 /H1118/H1118/H1118/H1118/H1118/H1118Heavy-duty apron feeder 1,500 mm × 4,500 mm 3 45
6 /H1118/H1118/H1118/H1118/H1118/H1118Conveyor feeder 1,400 mm × 10,700 mm 1 22
7 /H1118/H1118/H1118/H1118/H1118/H1118Secondary crushing cone
crusher
HP800 1 500
8 /H1118/H1118/H1118/H1118/H1118/H1118Conveyor feeder – 2 30
9 /H1118/H1118/H1118/H1118/H1118/H1118Tertiary crushing cone
crusher
HP800 2 500
10 /H1118/H1118/H1118/H1118/H1118Conveyor feeder 2,000 mm × 5,000 mm 4 30
11 /H1118/H1118/H1118/H1118/H1118Heavy-duty double deck
vibrating screen
2YAQ3073 2 60
12 /H1118/H1118/H1118/H1118/H1118Circular vibrating screen YA3073 2 2×30
Ore sorting system
1
13 /H1118/H1118/H1118/H1118/H1118Belt conveyor in ore
sorting facility
B = 1,000 mm,
L = 14-151 m
8–
14 /H1118/H1118/H1118/H1118/H1118Intelligent ore sorter XNDT-104 12 –
15 /H1118/H1118/H1118/H1118/H1118Conveyor feeder B = 1,000 mm,
L = 4,500 mm
12 –
16 /H1118/H1118/H1118/H1118/H1118Air compressor UD200-8 4 –
Grinding system
17 /H1118/H1118/H1118/H1118/H1118Electric flat gate 350 mm × 500 mm 14 1.1
18 /H1118/H1118/H1118/H1118/H1118Belt Conveyor 1-7 B = 1,000-1,200,
L = 70-236 m
8 785 in
total
19 /H1118/H1118/H1118/H1118/H1118Ball mill MQY5.5 × 7.5 m 2 4,500
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-150 –


--- page 737 ---
No. Equipment Model and specification Quantity Generator
(kW)
20 /H1118/H1118/H1118/H1118/H1118Pulp pump 14/12ST,
Q = 1,247 m 3/h,
H=3 7m
3 355
21 /H1118/H1118/H1118/H1118/H1118Cyclone unit /H9021660-6 2
Flotation system
22 /H1118/H1118/H1118/H1118/H1118Agitation tank /H90216×6m 1 7 5
23 /H1118/H1118/H1118/H1118/H1118Pulp pump 14/12ST,
Q = 1,251 m 3/h,
H=2 4m
2 250
24 /H1118/H1118/H1118/H1118/H1118Flotation column /H90215 . 0×1 0m 3 –
25 /H1118/H1118/H1118/H1118/H1118Flotation machine KYF-100 m 3 6 132
26 /H1118/H1118/H1118/H1118/H1118Flotation machine KYF-20 m 3 64 5
27 /H1118/H1118/H1118/H1118/H1118Pulp pump 6/4D-AH ,Q=1 3 7m 3/h,
H=2 4m
23 0
28 /H1118/H1118/H1118/H1118/H1118Pulp pump 4/3C-AH ,Q=8 9m 3/h,
H=2 4m
21 1
29 /H1118/H1118/H1118/H1118/H1118Pulp pump 8/6E-AH ,Q=3 7 5m 3/h,
H=1 7m
24 5
30 /H1118/H1118/H1118/H1118/H1118Thickener NZ- /H902138 m 1 7.5
31 /H1118/H1118/H1118/H1118/H1118Heated agitation tank /H90215.5 × 5.5 m 6 11
32 /H1118/H1118/H1118/H1118/H1118High concentration
agitation tank
/H90212.5 × 2.5 m 1 11
33 /H1118/H1118/H1118/H1118/H1118Pulp pump 3/2E-AH ,Q=3 0m 3/h,
H=1 8m
12 –
34 /H1118/H1118/H1118/H1118/H1118Pulp pump 2/1.5B-AH 2 –
35 /H1118/H1118/H1118/H1118/H1118Flotation machine BF-8 m 3 20 30
36 /H1118/H1118/H1118/H1118/H1118Blower C200-1.5, 200 m 3/min 2 110
37 /H1118/H1118/H1118/H1118/H1118Air compressor UD250-7.5, 45 m 3/min 3 250
Concentrate dewatering system
38 /H1118/H1118/H1118/H1118/H1118Thickener NT- /H902112 m 1 7.5
39 /H1118/H1118/H1118/H1118/H1118Plate-and-frame filter CJZH1000/60/40 1 11
40 /H1118/H1118/H1118/H1118/H1118Belt conveyor B = 1,000 mm,
L=1 1m
14
41 /H1118/H1118/H1118/H1118/H1118Spiral conveyor LS315×l8,
Q = 4-5 t/h
23 0
42 /H1118/H1118/H1118/H1118/H1118Dryer WH-81.00 1 5.5
43 /H1118/H1118/H1118/H1118/H1118Bucket elevator TH315×9.5 1 7.5
44 /H1118/H1118/H1118/H1118/H1118Horizontal ribbon mixer LHY-10 1 5.5
45 /H1118/H1118/H1118/H1118/H1118Portion packaging
machine
LCS-1000-Z II 1 1.5
Source: Preliminary Design
1 Actual model and quantity of ore sorting equipment to be determined after the industrial-scale tests.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-151 –


--- page 738 ---
7.3.5 Reagent and material consumption
There are only three types of reagents (Table 7.21). Of these, the consumption of sodium
silicate is significant. Jiaxin has already engaged a sodium silicate manufacturer in China to
establish an on-site sodium silicate production plant to fulfill the expected demand. The
consumption of flocculant has not yet been estimated, but typically the unit consumption does
not exceed 10 g/t of ore. To minimize the effect of return water, flocculant consumption should
be reduced as much as possible, or flocculant should not be used at all.
The total water consumption for processing is 26,292 m
3/d, consisting of 6,270 m 3/d of
freshwater, 1,843 m 3/d of circulation water and 18,179 m 3/d of return water. The utilization
rate of return water is 76.15%.
Table 7.21: Reagents and material consumption
Name
Unit
consumption 1
Daily
consumption 1
Annual
consumption 1
(g/t ore) (kg/d) (tpa)
Steel ball /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,000 10,000 3,300
Ball mill liner /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200 2,000 660
Engine oil /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 350 116
Lubricant /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850 500 165
Sodium silicate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,900 69,000 22,770
SC2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,100 11,000 3,630
HW2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118280 2,800 924
Source: Preliminary Design
1 Consumption calculated based on 10,000 tpd flotation capacity.
2 SC — sodium carbonate regulator; HW — a liquid oleic acid collector developed by HRI.
7.3.6 Trial production and future production plan
The processing plant has made significant progress, with all components except the ore
sorting system completed and having successfully undergone trial operations since November
2024. Commissioning began in the first quarter of 2025, enabling the gradual establishment of
the full mineral processing circuit. By the second quarter of 2025, continuous full-process
production was achieved, marking a major milestone in plant readiness. Since then, ongoing
optimization efforts have focused on refining process conditions to steadily improve
concentrate grade and recovery rates.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-152 –


--- page 739 ---
Key optimization initiatives include the successful transition from the originally designed
heated cleaning to ambient-temperature cleaning of the rougher concentrate, while retaining
the efficient “one rougher, three scavengers, five cleaners” flotation flowsheet. This change
represents a major operational advancement, offering substantial energy savings and improved
sustainability. The optimized process involves concentrating the rougher concentrate to
65–70% solids, followed by the addition of sodium silicate and high-intensity, prolonged
stirring at ambient temperature to enhance reagent removal. The pulp is then diluted to 30%
solids in the cleaning conditioning tank prior to cleaning, with middlings returned sequentially
through the circuit. While current ambient-temperature flotation recovery is below the target
of 83%, the result is positive and provides a strong foundation for further improvements.
Continuous optimization, particularly focused on winter operating conditions, reagent regimes,
and process control is underway to close the performance gap and achieve design targets.
The development of the ore sorting pilot plant is progressing on schedule, with
construction and equipment installation planned between the second half of 2025 and first half
of 2026. Industrial-scale trials are set for the second half of 2026, culminating in full
installation of the ore sorting system and planned commissioning in early 2027. Ore sorting
represents a strategic opportunity to increase effective throughput, reduce energy and water
consumption and lower operating costs. Although the technology is new to the site,
encouraging results from laboratory testing support its potential. The upcoming industrial trials
will generate critical performance data, including waste rejection and recovery rates which are
essential for validating the technology and ensuring reliable, scalable implementation.
Water management is another area of active advancement. Currently, the tailings pond
contains limited volumes of tailings and a clarified water zone has not yet formed,
necessitating reliance on fresh water for all operations. This dependency temporarily constrains
processing capacity. Due to the cold climate, tailings freezing is expected to delay the
availability of return water until the following spring. Once available, return water is planned
for use in the rougher flotation stage, while fresh water will be reserved for the more sensitive
cleaning circuits. To proactively address potential water quality challenges, SRK recommends
proactively monitoring of calcium and magnesium ion levels in the return water. This will
allow for timely evaluation of their impact on flotation performance, informed decisions on
water treatment needs, and the development of appropriate engineering solutions, ensuring
stable and efficient operations once full water recycling is implemented.
7.3.7 Conclusions and recommendations
 The designed nameplate capacity of the processing plant is 4.95 Mtpa with a design
utilization of 90.4%. The processing plant is expected to be constructed in two
phases. The nameplate capacity of Phase I is 3.3 Mtpa. An ore sorting facility will
be installed in Phase II to increase the nameplate capacity to 4.95 Mtpa.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-153 –


--- page 740 ---
 Given the planned installation of an ore sorting circuit in Phase II, it is reasonable
to adopt the crushing-grinding flowsheet of ‘primary crushing, secondary crushing,
pre-screening, ore sorting, closed circuit tertiary crushing and closed circuit
grinding’ flowsheet. This is a conventional flowsheet which is mature and stable.
 The results from the ore sorting tests indicate that ore sorting is viable. When the
feed ore grade decreases from 0.5% to 0.14%, there is an improvement in the waste
rejection rate from 32.4% to 44.7%. The reject grade decreases from 0.04% to
0.02%. The recoveries are all above 93.9%. For the designed feed grade, the use of
an ore sorter for pre-concentration can achieve the designed waste rejection
parameters: a waste rejection rate of 33.33%, a reject grade of less than 0.05% and
a metal loss rate of 7.1%. There are notable performance differences between ore
sorters from different manufacturers — SRK recommends conducting experiments
with multiple ore sorting machines produced by different manufacturers to identify
the most suitable equipment for on-site industrial tests.
 The flotation flowsheet of ‘room temperature rougher and heated cleaner’ is used to
recover scheelite. This is a mature technique without major defects. Although
ambient-temperature cleaning is feasible in the laboratory, it is susceptible to
temperature variations and requires a continuous optimization process from summer
to winter, including adjustments to operating conditions and reagent regimes. A
large amount of sodium silicate, possible flocculants and other unavoidable ions will
be present in the processing return water which will have a negative impact on
scheelite recovery. Although the laboratory testing showed a weak impact of return
water, the quality of processing return water remains uncertain. In future production,
it will be necessary to continuously monitor the impact of return water on the
processing indices and treat the return water whenever necessary.
 To date, the processing plant has been built to a high standard. The processing plant
was successfully constructed and commenced trial operations by November 2024,
achieving continuous full-scale production by the second quarter of 2025. While the
current recovery rate during the trial production period is below the design target of
83%, this provides a solid baseline for ongoing performance improvement. A
comprehensive optimization program is now underway, focusing on refining
operating practices, reagent regimes, and process control to steadily enhance
recovery toward design expectations.
 While plant throughput is currently limited by fresh water availability, these
constraints are expected to be alleviated in spring 2026 with the commissioning of
return water supply from the tailings pond, enabling improved processing capacity.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-154 –


--- page 741 ---
 Preliminary assessments indicate that return water from the tailings pond contains
residual sodium silicate, flocculant, and calcium/magnesium ions, which could
potentially affect flotation performance. However, this presents an opportunity to
proactively evaluate water quality and develop effective treatment strategies.
Further production-scale testing will be conducted to assess the impact and optimize
water management solutions, ensuring stable and efficient operations once full water
recycling is implemented.
8 INFRASTRUCTURE
8.1 Introduction
This section provides a description of the major infrastructure, following the design set
out in the Preliminary Design and technical studies by VNIItsvetmet and ANTAL. It also
evaluates the suitability and sufficiency of this infrastructure to support the LOM plan. The key
infrastructure being developed includes power and water supplies as well as surface support
infrastructure, installations and buildings.
8.2 Power supply
The Shelek Central Substation, a regional power station with 120 MW capacity, is located
119 km from the Project. A 110 kV overhead transmission line distributes power from the
Shelek Central Substation to the Chundzha Substation, which is south of the Project region.
Jiaxin has obtained permission from the local power bureau to connect and supply power to the
mine area by installing a new 7 km overhead power line branching from the existing 110 kV
transmission line.
The principal step-down/transformer substation is located at the processing plant,
converting the transmission voltage from 110 kV to 10 kV and serving as the main powerhouse
for the Project. Two 32,000 kV A 110 kV to 10 kV transformers have been installed. Major feed
lines branching from the principal step-down transformer substation distribute power to the
primary crushing station, main production plant, crushing plant, mining and accommodation
area, TSF and to the water withdrawal and diversion from Charyn River. An extra feed line has
been reserved for the future ore sorting facility.
ENFI has conducted a power load analysis as part of the Preliminary Design, based on the
specification and numbers of selected equipment, general site plan for the Project and other
technical requirements provided by Jiaxin. A summary of the power load analysis is shown in
Table 8.1 and a list of the major equipment is shown in Table 8.2. Detailed specifications on
major mining and processing equipment are shown in sections 6.6.2 and 7.3.4, respectively.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-155 –


--- page 742 ---
Table 8.1: Power load analysis summary
Equipment connected capacity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,093.66 kW
Equipment operating capacity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,738.36 kW
Calculated active power /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,732.18 kW
Calculated non-active power /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,364.35 kVar
Calculated apparent capacity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,733.16 kV A
Power factor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.95 (0.98 after compensation)
Annual consumption /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,320 × 10 4 kWh
Source: Preliminary Design
Table 8.2: Major equipment’s power load
Equipment Power Quantity
(kW)
Ball mill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,100 2
Air compressor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118250 3
Blower /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118250 3
Pulp pump /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118355 3
Cone crusher /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118600 3
Gyratory crusher /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118315 1
Long distance conveyor belt /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118710 1
TSF return water pump /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118280 3
Source: Preliminary Design
As required by the Kazakhstani Government, four sets of diesel generator units (400 V ,
400-800 kW) have been installed as emergency power sources for the mine/open pit, TSF,
processing plant and accommodation camp, respectively, in case of maintenance or failure of
the power grid.
The principal step-down substation was completed. The Chundzha Substation
refurbishment was completed in the first quarter of CY2024. The refurbishments of the Shelek
Central Substation and on-site step-down substation were completed in August 2024. The
Project was connected to the main grid, providing the required 30 MW power in late October
2024.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-156 –


--- page 743 ---
8.3 Water supply
The Project is located in an arid area. Annual precipitation averages 442.4 mm (rain) and
64.22 mm (snow) and peaks from March to May. Limited underground water has been
intercepted during various drilling programs, including geological exploration in the open pit
area, geotechnical drilling in the conveyor belt tunnel area and geotechnical drilling in the TSF
area. The Company has negotiated with the Kazakhstani Government to abstract river water
from the Charyn River, a major river running 22 km southeast of the Project.
The total water consumption for the Project, including return water from the processing
plant and TSF, is forecast at about 27,500 m
3/d. In the Preliminary Design, the amount of
freshwater was estimated at about 8,000 m 3/d, assuming a 75% return water utilization rate. In
a 2019 water consumption estimation completed by VNIItsvetmet, the amount of freshwater
was calculated at about 11,160 m
3/d assuming a more conservative 53% return water utilization
rate. Considering the lack of reliable hydrological and meteorological information in the design
phase, and that a higher withdrawal capacity would be beneficial to the Project to manage
uncertainty, the Company has adopted 11,160 m
3/d as the basic freshwater requirement. With
an additional 20% surplus, the Company has applied to the Kazakhstani Government for a
13,000 m
3/d freshwater withdrawal from the Charyn River. A summary of the water balance for
the Project is shown in Table 8.3.
ANTAL has been contracted to design the facility to abstract water from Charyn River.
The design includes two walled pumping stations. The first pumping station, including a water
withdrawal and primary booster pump, has been established immediately next to the Charyn
River water source at 773 masl. A secondary booster pump station has been located next to the
A2 highway at 1,001 masl. Pumped water is stored in water tanks located on a small hill at
1,308 masl above and north of the processing plant. The withdrawal and booster water pumps
will have a maximum of 16 working hours daily. The total length of the water supply pipelines
is 21.621 km, and these are placed 1.2 m below the surface. The pipeline route is shown in
Figure 8.1.
The freshwater is used directly for industrial purposes, including fire protection. For
domestic uses, the freshwater intake is pumped to the Water Treatment Plant in the processing
plant, where it undergoes sedimentation, and is filtered with sands and active carbon, and
sterilised with reagents such as calcium hydroxide and chlorine dioxide.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-157 –


--- page 744 ---
Table 8.3: Water balance for the Project
Facility and equipment
Total daily
water
consumption
(m3/d)
Water supply (m 3/d) Water discharge (m 3/d)
Note
Production
freshwater
Domestic
water
Circulation
water
Return
water
Circulation
water
Return
water Loss To sewer
Mining operation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118303 303 303
Mining boiler room /H1118/H1118/H1118/H1118/H1118/H1118/H111848 48 24 24 Sewer discharge
collected to
processing plant
Mining subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118351 351 327 24
Processing water use /H1118/H1118/H1118/H1118/H1118/H1118/H111822,492 4,313 18,179 18,179 4,313 76.15% return water
utilization rate
Water pump sealing water /H1118/H1118/H1118 720 720 720
Reagent preparation water /H1118/H1118/H1118 360 360 360
Equipment circulation cooling
water /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
1,920 77 1,843 1,843 52 25 Sewer discharge
collected to
processing plant
Ground rinsing water /H1118/H1118/H1118/H1118/H1118/H1118200 200 200
Processing boiler room /H1118/H1118/H1118/H1118/H1118 600 600 408 192
Processing plant subtotal /H1118/H1118/H1118 26,292 6,270 1,843 18,179 1,843 18,179 6,053 217
Accommodation camp
subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
100 100 5 95 Sewer discharge
collected and treated
for greening and car
wash
Maintenance subtotal /H1118/H1118/H1118/H1118/H1118/H111820 20 20
Greening and car wash
subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
115 115 115
Unforeseen usage /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118660 660 660 10% of foreseen usage
Total water consumption /H1118/H1118/H1118 27,538 7,281 120 1,843 18,294 1,843 18,179 160 356
Source: Preliminary Design
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-158 –


--- page 745 ---
Figure 8.1: Water pipeline route for the Project
Source: modified after ANTAL and Preliminary Design
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-159 –


--- page 746 ---
The two major external pumping stations, as well as the installation of pipelines, water
withdrawal and pumping equipment, and water tanks near the processing plant, were all
completed (Figure 8.2 & Figure 8.3). The pipes had been installed and the excavated areas
backfilled by the first quarter of 2024. Access to water commenced in July 2024.
Figure 8.2: Water source in Charyn River and water withdrawal pumps
Source: SRK site visit August 2023
Figure 8.3: Primary and secondary booster pump stations
Source: SRK site visit July 2024
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-160 –


--- page 747 ---
8.4 Accommodation camp
A temporary accommodation camp consisting of single-storey steel modular buildings
and cement buildings is located in the low-lying area between the TSF and processing plant
(Figure 8.4). Despite being temporary, the buildings are constructed to high standards and
well-equipped. The outdoor area is paved and greened. Water, power and heating supplies have
been established. Staff restaurants are served with both Kazakh and Chinese food. An indoor
entertainment room is also set-up. The temporary living area consists of 94 accommodation
rooms and a number of offices and meeting rooms. SRK was impressed with the quality of the
buildings and considers it to be one of the best mining camps in the region.
Figure 8.4: Temporary accommodation camp
Source: SRK site visit August 2023
A permanent accommodation camp accommodating 240 personnel has been designed for
construction approximately 600 m south of the open pit. The construction work proposed in the
Preliminary Design involved a cut-and-fill area and the development of 18 single-storey
buildings (Figure 8.5). To reduce the volume of earthworks, the permanent accommodation
camp has been redesigned to use only the planned cut area and the construction of six
three-storey buildings. The earthworks for the permanent accommodation camp began in June
2023 and construction is expected to be completed within 2 years of production is
commissioned. At that time, the temporary accommodation camp will be converted for
processing use.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-161 –


--- page 748 ---
Figure 8.5: Earthworks for permanent accommodation camp
Source: SRK site visit March 2025
9 TAILINGS STORAGE FACILITY
9.1 Introduction
The TSF is located on a gentle slope approximately 3 km southwest of the processing
plant. It features an open layout and is categorised as a hillside storage facility. Three
embankments are being constructed against the hillside (Figure 3.2). The TSF will cover an
area of approximately 3.5 km
2.
The TSF will be constructed in three phases in accordance with the design report
(ANTAL, 2020). The embankment built in Phase 1 (1,143 m) will be progressively lifted in
Phase 2 (1,152 m) and Phase 3 (1,157 m) (Figure 9.1). The designed total storage capacity is
39.2 Mm
3 to provide sufficient storage for tailings over the LOM.
Figure 9 .1: Schematic cross section of TSF embankment showing Phase 1,
Phase 2 and Phase 3 embankment raises
Source: modified after Preliminary Design
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-162 –


--- page 749 ---
9.2 Construction status
During SRK’s site visit in September 2023, construction of the embankment for the TSF
was in progress. Rockfill was being transported from a nearby source. The embankment had
reached a height of 20 m, with a planned completion height of 26 m (Figure 9.2).
The rockfill has been placed in 1.0 m thick layers and compacted using a smooth drum
vibratory roller with eight passes (Figure 9.2). Compaction densities have been tested using the
water replacement method, with three tests conducted for every 5,000 m
3 of fill placed or when
issues were identified. The maximum size of boulders in the fill should not exceed two-thirds
of the layer thickness (<67 cm). SRK observed that efforts were made to remove large
boulders, but that some remained within the exposed layer.
Construction of the graded underlying soils has commenced at the toe of the southern
embankment’s upstream slope, where protection between the high-density polyethylene
(HDPE) lining and the rockfill embankment is needed (Figure 9.2).
The construction of stormwater diversion channels on the northern side of the TSF was
completed by December 2023.
The construction of the embankment of Phase I TSF was completed. The liner up to
1,128 m was completed in the second half of 2024 and the remaining work is scheduled for the
second half of CY 2025. The TSF was put into operation in November 2024.
Figure 9.2: TSF
Source: SRK site visit June 2025
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-163 –


--- page 750 ---
9.3 Phase 1 TSF characteristics
The Phase 1 TSF characteristics are listed in Table 9.1 (ANTAL, 2020).
Table 9.1: Phase 1 TSF design characteristics
Design and construction
Designer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118ANTAL, 2020
Year of construction /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Under construction
TSF configuration
Tailings dam type /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Downstream raise
Length /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Approximately 1.2 km
Width /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Approximately 2.8 km
Perimeter distance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Approximately 3.6 km
Footprint area and maximum
height /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
116.81 ha (tailings coverage footprint area)
Embankment geometry /H1118/H1118/H1118/H1118/H1118/H1118/H1118Upstream inner slope 1V:2H with one step-in.
Overall outer slope 1V:2.5H, two step-ins or
benches. Embankment crest is 6.0 m wide.
Raise method /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Downstream raise for Phases 1, 2 and 3
Phase 1 construction /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Provide sufficient storage for the initial 3 years of
operation with a maximum dam height for
Phase 1 of 24 m.
Site selected /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118TSF is located on a gentle slope with an eastern
and southern embankment.
Tailings storage
Slurry delivery (processing
plant to TSF) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Two steel pipes (480 mm diameter, 14 mm wall
thickness), one operating and one in reserve.
Slurry from the processing plant gravitates to the
TSF. Energy dissipation stations will be located
along the pipeline due to gradient from the
processing plant to the TSF (120.30 m height
difference).
Slurry distribution in TSF /H1118/H1118/H1118/H1118/H1118The main delivery pipes will be connected to
two slurry ring main pipelines (ring mains) either
side of the TSF (length 2,060.5 m)
Deposition method /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Multiple spigot system located along the ring mains
for discharge of tailings.
Deposition rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,111 m
3/h over 3.2 years
Design capacity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.725 Mm 3 (to elevation 1,141.00 m)
Target dry density/final placed
in situ tailings density /H1118/H1118/H1118/H1118/H1118/H1118
1.35 t/m 3
Tailings slurry concentration /H1118/H1118/H111830.5%
Tailings geochemistry /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Acid generating
Tailings beach slope /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181V:100H
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-164 –


--- page 751 ---
Water management
Decant system /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Floating barge pump with capacity of 710 m 3/h
Seepage control /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118A lined toe drain is planned for the downstream
embankment slope
Total freeboard /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Impoundment embankment until full supply level
(FSL) (1,141 m) reached, plu s 2 m (1,143.00 m)
Return Water Dam /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118No return water dam. Supernatant water stored on
the TSF and pumped directly to the processing
plant via a floating barge pump.
Source: compiled by SRK
9.4 Tailings characteristics
The composition of the tailings is provided in Table 9.2. The tailings consists mainly of
silicon dioxide — silica (61.4%), aluminum oxide — alumina (12.5%), calcium oxide (5.2%),
and iron oxides (4.7%). Oxides of magnesium, potassium and sodium are present at 3.7%, 2.3%
and 1.6%, respectively. Remaining constituents are less than 1%.
Table 9.2: Tailings composition
Description
Content of elements in products (%)
Raw ore Concentrate
Flotation
tailings
Tungsten trioxide /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.180 66.318 0.033
Bismuth /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.005 0.010 0.005
Molybdenum /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.005 0.030 0.005
Copper /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.020 0.080 0.020
Lead /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.015 0.000 0.015
Zinc /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.020 0.000 0.020
Arsenic /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.030 0.040 0.030
Sulfur /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.770 0.600 0.770
Total iron /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.690 0.600 4.699
Manganese /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.220 0.500 0.219
Calcium oxide /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.230 0.000 5.242
Titanium dioxide /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.650 0.100 0.651
Magnesium oxide /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.740 0.200 3.748
Potassium oxide /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.300 1.100 2.303
Sodium oxide /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.660 0.800 1.662
Silica /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861.300 6.500 61.422
Alumina /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812.550 18.825 12.536
Tin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.002 0.010 0.002
Phosphorus pentoxide /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.170 0.040 0.170
Calcium fluoride /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.630 0.100 0.631
LOI (loss on ignition) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.420 2.500 4.424
Other /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.383 1.647 0.927
Source: ANTAL
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-165 –


--- page 752 ---
9.5 Volumetric assessment
SRK conducted a volumetric model assessment to estimate the storage capacity of the
TSF. The model was based on a topographical survey of the TSF construction site that was
provided by Jiaxin and undertaken using AutoCAD Civil 3D software. The main parameters of
the TSF used in the 3D modeling were taken from the Design Report prepared by ANTAL
(2020) (Table 9.3).
Table 9.3: TSF main design parameters
Criteria Value
Raise method /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Downstream
Upstream slope /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181V:2H
Downstream slope /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181V:2.5H
Free board /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182m
Dam crest width /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186m
Dam crest elevation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Phase 1: 1,143 m
Phase 2: 1,152 m
Phase 3: 1,157 m
Source: ANTAL
According to the volumetric assessment result, the Phase 1 TSF with a designed dam crest
elevation of 1,143 m, has storage capacity of 9.8 Mm 3 with 2 m freeboard. In Phase 2, the dam
will be raised to 1,152 m, providing a cumulative storage capacity of 23.7 Mm 3 with the same
freeboard parameter. The final dam, with a crest elevation of 1,157 m creates a total storage
capacity of 34.4 Mm
3 (Figure 9.3). The results from the volumetric assessment are consistent
with the storage volume estimated by ANTAL (2020).
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-166 –


--- page 753 ---
Figure 9.3: TSF storage capacity curve
1100
Cumulative Storage Capacity (m3)
1110
1120Elevation (m)
1130
1140
1150
1160
0 9,788,100 23,726,800 34,412,300
Source: SRK
Figure 9.4 shows the output from the volumetric model and the development of the TSF
during the three phases: Phase 1 with a deposited tailings level of 1,141 m, Phase 2 with a
deposited tailings level of 1,150 m and the final Phase 3 showing a tailings deposition level of
1,155 m.
Figure 9.4: TSF volumetric models for Phase1, Phase 2 and Phase 3

Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-167 –


--- page 754 ---
9.6 TSF monitoring
The TSF will be equipped with automated and manual monitoring facilities. The proposed
automated monitoring includes dam surface displacement monitoring, seepage line monitoring,
water level monitoring in the storage area, rainfall monitoring, and video surveillance of the
storage area. Manual monitoring will involve monitoring dam surface displacement, seepage
lines, and water levels in the storage area.
9.7 TSF foundations
The TSF footprint is underlain by sandy loam and gravelly soils, ranging from 0.1 m to
33.6 m in the vicinity of the embankment and 1.4 m to 24.9 m in the TSF basin. These soils
were removed and stockpiled in an area to the east of the TSF. Sandstone underlies these soils
at depths ranging from 1.7 m to 24.5 m.
9.8 Conclusion and recommendations
 The available storage volume of Phases 1, 2 and 3 will meet the tailings volume
requirement as confirmed by the volumetric assessment.
 The design does not incorporate tailings underdrainage, resulting in the retention of
a portion of the return water and a high phreatic surface, causing a slower
consolidation rate for the tailings. However, the conservative design with a dry
density of 1.35 t/m
3 minimises the negative impact on the storage volume of the
TSF.
 The Project is water negative which requires obtaining fresh water from Charyn
Riverئthus highlighting the importance of recovering additional return
water. It is necessary to confirm the negative volume of the water balance to ensure
an adequate supply for process water.
 The planned extraction of fresh water from the Charyn Riverئpresents a risk
to the Project if this resource becomes limited or the pipeline becomes damaged.
 The TSF design includes an embankment spillway to mitigate the risk of
overtopping. The floating barge pump also has the design capacity to remove water
from the basin at a rate that will mitigate the risk of overtopping.
 The lining may be compromised and seepage emanating from the basin may saturate
the foundation soils, thereby reducing their strength. However, the foundation soils
are sandy and gravelly, making it unlikely that there will be pore pressure build-up
and a corresponding reduction in strength.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-168 –


--- page 755 ---
 SRK recommends installing a well point system in the TSF to recover more process
water and improve consolidation.
 Additional on-site QAQC checks are required to ensure the construction process
aligns with the design intent.
10 TUNGSTEN MARKET AND MACROECONOMICS
10.1 Introduction
The Company engaged Frost & Sullivan (F&S), an independent market research and
consulting company, to conduct a market study on the tungsten markets in China, Kazakhstan
and globally and to provide a forecast on prices for tungsten concentrates and APT (F&S,
2025). The market study relies on various sources including the China Tungsten Industry
Association, the Bureau of the National Statistics of the Republic of Kazakhstan, United States
Geological Survey, the Company itself and F&S’s own analysis. The following tungsten market
summary is primarily based on the market study, which considers these sources as reliable, as
well as other publicly available information and additional sources subscribed to by SRK, such
as S&P Global Intelligence and the National Bank of Kazakhstan.
10.2 Demand
Global demand has risen steadily between 2018 and 2023, with a compound annual
growth rate (CAGR) of 3.0% while the demand from China has increased at a slower rate of
2.2% CAGR. China accounted for 45% of demand in 2018, which decreased to 43% in 2023.
According to F&S, the global demand for tungsten will continue to rise from 2023 to 2028 with
a CAGR of 4.0% globally or 3.4% from China. Cemented carbides are the primary use for
tungsten, followed by steel and alloys, mill products and chemicals and others. F&S forecasts
the global tungsten demand to reach 151.1 kt by 2028 (Figure 10.1).
The automotive industry represents the largest end-use segment for tungsten, followed by
industrial applications, transport, mining, construction and consumer goods. F&S considers
that the growing market for new energy vehicles (NEVs) is a key driver for increased tungsten
material demand. China is expected to have a higher rate of consumption of tungsten due to its
higher NEV penetration rate compared to other countries. Further growth in NEVs and
photovoltaic (PV) stations in China, and globally, has resulted in a significant increase in
tungsten consumption.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-169 –


--- page 756 ---
Figure 10.1: Global tungsten demand
2018 2019 2020 2021 2022 2023 2024E 2025E 2026E 2027E 2028E
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
Production V olume of Tungsten
(kt)
China Rest of the world China share
0
10
20
30
40
50
60
70
80
90
Source: F&S
10.3 Supply
The world tungsten production has remained relatively stable between 2018 and 2023,
except for a significant fall in production in 2020 due to the onset of the COVID-19 pandemic.
During this period, the annual production ranged from 81,100 t to 78,000 t of tungsten
concentrate, with China dominating the market, representing 80~85% of global production.
Most of the Chinese tungsten mines are located in the Jiangxi, Hunan and Henan Provinces.
Vietnam is the second largest tungsten producer (Masan Group’s Nui Phao tungsten mine)
followed by Russia and Bolivia. In Kazakhstan, there are currently no operating tungsten
mines, but there a few tungsten projects are at the feasibility stage (e.g. the North Katapal
Severniykatpar tungsten-molybdenum-bismuth-copper project, located in central Kazakhstan)
or under construction (this Project).
According to F&S forecasts, global production is expected to rise steadily from 2023 to
2028 at a CAGR of 0.6%. China’s production rate will grow slower than the rest of the world
at a CAGR of -2.7%. China’s dominance of tungsten production is therefore projected to
decrease slightly from 81% to 69% between 2023 and 2028 (Figure 10.2). To conserve mineral
resources, the Ministry of Natural Resources of China implements an annual quota system for
tungsten mining. This quota determines the total amount of tungsten mining allowed and the
quota is then distributed among different tungsten mining enterprises. This approach helps
maintain a stable output of tungsten concentrate. According to the Chinese Ministry of Natural
Resources, China has set its 2023 mining quota for tungsten concentrate at 111,000 t. China
also does not allow the export of tungsten concentrate and imposes a 13% value-added tax
(V AT) on imports.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-170 –


--- page 757 ---
Figure 10.2: Global tungsten concentrate supply
2018
Consumption Volume of Tungsten
China Rest of the world China share
(kt)
0
20
40
60
80
100
120
140
160
0%
10%
20%
30%
40%
50%
60%
2019 2020 2021 2022 2023 2024E 2025E 2026E 2027E 2028E
Source: F&S
10.4 Historical prices
Mineral commodity markets typically display cyclical behavior, characterised by
significant price fluctuations over time. However, these fluctuations are often observed within
a broader, long-term trend of declining real prices. This trend is driven by technological
advancements that continually reduce production costs at mines. In the tungsten market,
tungsten concentrate prices are predominantly based on a discounted APT price and thus follow
similar trends to prices for APT between 2017 and 2024.
Figure 10.3 shows the historical tungsten concentrate and APT prices. The global tungsten
concentrate price decreased in nominal terms from 2017 (US$13,700/t) to 2020 (US$11,200/t)
and increased steadily to 2024 (US$18,000/t). In China, a similar trend was present in which
the tungsten concentrate price in nominal terms (V AT inclusive) bottomed in 2020
(RMB82,000/t) and reached RMB141,200/t in 2024. According to F&S, the increase in prices
since 2020 is due to the shortage of global supply.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-171 –


--- page 758 ---
Figure 10.3: Historical global and China tungsten concentrate and APT prices

 -
 5.0
 10.0
 15.0
 20.0
 25.0
 30.0
0
50
100
150
200
250
2017 2018 2019 2020 2021 2022 2023 2024
US$ thousand
RMB thousand
Historical tungsten concentrate and APT prices
China APT (RMB) China tungsten concentrate (RMB)
Global Apt (US$) Global tungsten concentrate (US$)
Source: F&S
10.5 Exchange rates
The Project is located in Kazakhstan and a significant portion of the consumables and
reagents are sourced from China. The expenditure on wages for Chinese employees is greater
than for Kazakh employees. Moreover, the planned sales show all tungsten concentrate being
sold to the Chinese market. Consequently, exchange rate fluctuations between the Chinese
Renminbi (RMB), Kazakhstan Tengi (KZT) and United States dollars (US$) will have an
impact on the economics of the Project.
Figure 10.4 presents the exchange rates between the KZT, US$ and RMB. Over the last
10 years there has been a steady depreciation of the KZT against the US$ and RMB. The
exchange rate between the KZT and the US$ has increased from 150 to 520. Similarly, the
exchange rate between the KZT and the RMB has risen from 4 to 71 (Figure 10.4). The
exchange rate between the RMB and the US$ has increased from 6.15 to 7.28 during the same
period (Figure 10.5).
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-172 –


--- page 759 ---
Figure 10.4: Historical exchange rates against the KZT between 2014 and 2024
5.60
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
5.80
6.00
6.20
6.40
6.60
6.80
7.00
7.20
7.40
US$/RMB
Source: National Bank of Kazakhstan
Figure 10.5: Historical US$/RMB exchange rate between 2014 and 2024
US$ RMB
0
50
100
150
200
KZT: US$
RMB: US$
250
300
350
400
450
500
0
10
20
30
40
50
60
70
80
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Source: Bloomberg (accessed on 31 December 2024)
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-173 –


--- page 760 ---
10.6 Forecast prices
F&S forecasts that the prices for APT and tungsten concentrates in nominal terms will
exhibit a significant uptrend from CY2025 to CY2030, considering the recovery of the tungsten
downstream market and the easing of the impacts from the COVID-19 pandemic. The global
tungsten concentrate price in nominal terms is expected to increase from US$20,200/t in
CY2025 to US$26,200/t in CY2030. Similarly, the tungsten concentrate price in China (V AT
inclusive) in nominal terms is projected to increase from RMB/t 163,000 in CY2025 to
RMB/t 219,000 in CY2030, representing a 34% increase.
F&S has not provided the prices in real terms nor a long-term price (LTP) forecast. SRK
has used F&S forecast price index and inflation forecast to derive the forecast prices. SRK has
assumed the price will remain steady after CY2030 and has used the CY2030 forecast price as
the LTP. SRK notes that the spot price as of 30 June 2025 is RMB/t 172,000 (V AT inclusive)
or RMB152,000/t (V AT exclusive). Therefore, SRK has elected to use the spot price for H2
2025 and the forecast prices by F&S for the economic viability analysis.
The commodity price assumptions in Table 10.1 were used for reporting the Mineral
Resource and Ore Reserve Statements.
Table 10.1: Forecast commodity price assumptions
2025E 2026E 2027E 2028E 2029E 2030E
Tungsten concentrate — China
(RMB thousand) nominal V AT
inclusive /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118163 180 190 200 210 219
Tungsten concentrate — China
(RMB thousand) nominal V AT
exclusive /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144 159 168 177 186 194
Tungsten concentrate — China
(RMB thousand) real V AT
inclusive /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118163 179 188 196 203 210
Tungsten concentrate — China
(RMB thousand) real V AT
exclusive /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118144 159 166 174 180 186
Inflation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.50% 0.66% 0.92% 1.11% 1.10% 1.10%
Price Index /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.000 1.005 1.012 1.021 1.032 1.044
VAT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813% 13% 13% 13% 13% 13%
Source: Price and inflation (F&S)
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-174 –


--- page 761 ---
10.7 Customers and Sales
As of 30 June 2025, a total of 1,033.6 t of scheelite concentrate has been sold. SRK has
reviewed sales agreements with Jiangxi Tungsten, a company based in China, which fall into
two categories. The first type of agreement, signed on 8 December 2024, requires Jiaxin to sell
200 t of scheelite concentrate per month from April to December 2025, totaling 1,800 t. Under
this agreement, Jiaxin is responsible for shipping the concentrate to the designated warehouse
and the price is determined based on concentrate grades and the prices posted on the 5th and
20th day of each month on the website www.comelan.com. The second type of agreement,
signed between May and June 2025, specifies the same point of delivery as the first type, but
the price is explicitly stated within the agreements.
11 CAPITAL AND OPERATING COSTS
11.1 Capital cost
The capital cost forecast has been prepared based on the Preliminary Design, the contract
with the primary contractor, CCECC. Full-scale construction commenced in May 2021. The
forecast capital cost has been reconciled with the actual capital cost. The forecast capital cost
has been updated recently by the Company’s financial team.
The capital cost of the Project has been incurred since 2020. From CY2020 to H1
CY2025, a total of RMB1,712.0 million has been incurred. The budgeted amounts (including
contingencies) for H2 CY2025 and CY2026 are RMB315.5 million and RMB309.3 million
respectively. The total incurred and forecast capital cost for the initial development of the
Project amounts to RMB2,236.3 million (Table 11.1). Upon the completion of initial
development by 2026, the Project will have capacity to process 3.3 Mtpa of ore in Phase I and
increase this to 4.95 Mtpa in Phase II.
The raising of the TSF is planned for Phase 2 and Phase 3 (Section 9.1) in 2026 and 2034,
respectively. The cost associated with this work amounts to RMB232.2 million for Phase 2 and
RMB232.2 million for Phase 3, totaling RMB466.0 million. The estimated mine closure cost
is RMB16.5 million. The total cost for the initial development, subsequent raising of the TSF
and mine closure cost amounts to RMB2,719.3 million.
The major capital cost centres include the TSF, followed by the processing plant system
and processing plant equipment. Including contingency, the cost for all three phases of TSF
development totals RMB827.7 million. The processing plant system, including the foundation
and structure of the processing facilities, the conveyor belt from the primary crushing station
to the processing plant complex, and others, totals RMB627.5 million. The procurement and
installation of processing plant equipment amount to RMB381.4 million. The ore sorting
system has been budgeted at RMB138.3 million. A contingency has been budgeted for the
remaining capital cost projection. SRK has reviewed the breakdown of the capital cost forecast
and considers that appropriate capital has been allocated to support the remaining initial
development, including the ore sorting system and the construction of Phase 2 and Phase 3 of
the TSF. The mine closure cost estimate appears to be on the low side. The estimated capital
cost is considered reasonable. The capital unit cost over the LOM is estimated to be 40 RMB/t
ore or 15,900 RMB/t concentrate.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-175 –


--- page 762 ---
Table 11.1 Historical and forecast capital cost (RMB million)
Cost Center Total LOM 2020 2021 2022 2023 2024 H1 2025 H2 2025 2026 2027-2033 2034-2040
Mine stripping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865.7 0.0 0.0 16.7 40.0 4.7 0.0 1.2 3.0 0.0 0.0
Processing Plant System /H1118/H1118/H1118610.7 1.0 31.0 132.6 274.2 3.8 21.0 45.9 101.3 0.0 0.0
Tailings Storage Facility /H1118/H1118/H1118774.7 0.0 50.6 34.4 96.6 114.5 0.0 50.4 100.1 121.2 211.7
Processing Equipment /H1118/H1118/H1118/H1118/H1118371.0 0.0 16.1 56.4 134.5 135.6 0.0 18.9 16.4 0.0 0.0
Power supply /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111896.7 0.0 1.6 3.1 40.6 48.6 0.0 2.2 1.7 0.0 0.0
Heating system /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843.5 0.0 0.0 0.0 5.0 41.2 0.0 0.6 0.5 0.0 0.0
Telecommunication system /H1118 8.8 0.0 0.0 0.0 5.0 3.5 0.0 0.3 0.2 0.0 0.0
Water supply and
reticulation system /H1118/H1118/H1118/H1118/H1118/H111882.4 0.0 6.0 0.0 17.7 39.0 0.0 17.7 1.8 0.0 0.0
Roads and other ancillary
facilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118137.6 0.0 11.7 10.0 20.8 60.2 0.0 37.5 3.0 0.0 0.0
Office, camp and others /H1118/H1118/H111835.9 0.0 0.0 0.0 0.0 36.7 0.0 1.4 1.1 0.0 0.0
Ore sorting system /H1118/H1118/H1118/H1118/H1118/H1118/H1118125.8 0.0 0.0 0.0 0.0 0.0 0.0 73.7 52.1 0.0 0.0
Other /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118235.8 24.2 16.4 17.4 58.7 80.8 0.0 38.3 0.0 0.0 0.0
Mine closure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816.9 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 16.9
Contingency /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113.9 0.0 0.0 0.0 0.0 0.0 0.0 27.0 28.0 12.1 21.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,719.3 25.2 133.3 270.6 693.3 568.5 21.0 315.1 309.3 133.2 249.7
Source: Independent Technical Report
Note: Some totals may not correspond to the sum of the separate figures due to rounding.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-176 –


--- page 763 ---
11.2 Operating cost
Table 11.2 presents the actual operating cash costs for the period from January to June
2025, which totaled RMB118.4 million. The largest cost components were general and
administrative expenses (RMB42.1 million) and mining (RMB40.8 million), followed by
processing (RMB34.9 million). Additionally, resource tax accounted for RMB0.7 million.
An operating cost forecast was prepared based on the Preliminary Design, actual costs
incurred during the trial production period and updates provided by the Company’s financial
team. The forecast encompasses all activities, including contract mining, crushing, screening,
ore sorting (Phase II), processing, and product transportation. General and administrative
expenses, resource tax, and other site-related costs have also been taken into account (Table
11.3).
Table 11.2 Actual operating cost (January-June 2025)
By types RMB million
Mining /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840.8
Processing
Labor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.6
Consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.8
Fuel, Electricity and Water /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.1
Maintance and Other Services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.3
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834.9
General and Administrative /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842.1
Sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.0
Resource tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118.4
By activities RMB million
Workforce employment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832.3
Consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.8
Fuel, Electricity, water and other services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855.9
On and off-site administration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188.6
Environmental protection and monitoring /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.0
Transportation of workforce /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.5
Product marketing and transport /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.7
Non-income taxes, royalties and other government charges /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.6
Contingency allowances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118.4
Source: Jiaxin
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-177 –


--- page 764 ---
The key assumptions for the operating cost estimates are based on the current mining
contract, contracts with or quotations from consumables providers, contracts with employees,
the current government contract for water price, and research on current and projected fuel and
electricity prices. The applicable taxes include a resource tax of 7.8% of revenue.
In real terms, the contract mining cash cost is projected to be RMB71.9 million in H2
CY2025 and reach its peak in 2029, amounting to RMB195.9 million. As the total amount of
material being moved decreases, the mining cost will gradually reduce. The processing cash
cost is estimated to be RMB144.6 million in H2 2025 at a target annual throughput of 1.65 Mt
of ore. There will only be a modest increase in the processing cost (RMB311.6 million) in 2027
when the target annual throughput rises to 4.95 Mt due to the installation of the ore sorting
system, which effectively reduces the average processing cost (see processing cost breakdown
Table 11.3). Starting from 2027, the general and administrative cost is expected to remain
steady at RMB96.2 million per year. The sales cost and resource tax will be proportional to the
amount of concentrate produced annually. The sales cost includes the hauling of tungsten
concentrate from the mine to the Khorgos border crossing and custom clearance fee. Between
2027 and 2039, the forecast sales cost ranges from RMB14.0 million to RMB33.1 million per
year, while the resource tax is anticipated to be between RMB25.7 million and RMB35.5
million.
By CY2027, as the Project attains its target production rate of 4.95 Mtpa and the ore
sorting system for Phase II development is implemented, the total operating cash cost is
projected to be RMB606.1 million. However, the total operating cash unit cost is expected to
decrease significantly, from 200 RMB/t ore and 91,000 RMB/t concentrate in H2 2025, to 122
RMB/t ore and 44,400 RMB/t concentrate in 2027.
SRK has reviewed the breakdown of the operating cost forecast and considers it
reasonable. Although most of the consumables are sourced from China and Chinese employees
represent a portion of the workforce with their cost and wages denominated in RMB, the
remaining operating costs are denominated in KZT. SRK notes that there is a long-term
depreciation of KZT against RMB (Figure 10-4), however appropriate management of the
exchange rate fluctuation risk is required. In addition, the risk of inflation in Kazakhstan
impacting operating costs has to be managed properly.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-178 –


--- page 765 ---
Table 11.3 Operating cost forecast (real)
Production Profile Unit
Total
LoM
H2
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039
Mining
Ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 68.4 2.5 5.2 8.1 4.4 2.1 3.4 4.7 5.1 5.0 5.0 5.1 5.4 5.4 5.4 1.7
Waste /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 104.9 4.5 10.2 4.8 12.9 16.3 14.7 10.1 10.8 4.8 4.6 3.4 2.8 2.0 2.7 0.2
Total materials moved /H1118/H1118/H1118/H1118/H1118/H1118Mt 173.3 7.0 15.3 12.9 17.4 18.4 18.0 14.9 16.0 9.8 9.6 8.6 8.1 7.3 8.1 1.9
Strip Ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 1.53 1.81 1.96 0.60 2.91 7.86 4.36 2.13 2.12 0.94 0.93 0.66 0.52 0.36 0.51 0.13
Grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.206 0.164 0.196 0.190 0.178 0.174 0.203 0.180 0.238 0.213 0.203 0.205 0.231 0.240 0.226 0.195
High-grade Ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 53.2 1.7 3.8 5.5 3.3 1.5 2.6 3.4 4.2 4.0 4.0 4.0 4.4 4.9 4.8 1.2
Grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.0 0.191 0.228 0.228 0.201 0.201 0.229 0.207 0.267 0.239 0.227 0.230 0.257 0.252 0.239 0.226
Medium-Grade Ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 7.8 0.4 0.8 1.2 0.6 0.3 0.3 0.7 0.5 0.6 0.6 0.6 0.5 0.3 0.4 0.2
Grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.0 0.123 0.124 0.124 0.124 0.124 0.125 0.124 0.124 0.124 0.123 0.124 0.124 0.125 0.125 0.124
Low-grade Ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 7.5 0.4 0.7 1.4 0.6 0.4 0.4 0.7 0.5 0.4 0.5 0.5 0.5 0.2 0.2 0.2
Grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.0 0.099 0.099 0.099 0.098 0.100 0.098 0.101 0.100 0.100 0.099 0.099 0.099 0.097 0.103 0.099
Processing
Feed ore /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Mt 68.4 1.65 3.80 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 4.95 3.58
Feed ore grade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118WO3% 0.0 0.191 0.227 0.228 0.187 0.140 0.169 0.176 0.243 0.215 0.204 0.209 0.242 0.251 0.235 0.147
Recovery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118% various (1) 75.00 83.00/
78.85
78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85 78.85
Concentrate at 65% WO 3/H1118/H1118/H1118/H1118/H1118t 171,003 3,638 10,900 13,665 11,228 8,382 10,172 10,596 14,578 12,936 12,276 12,549 14,527 15,065 14,119 6,371
Operating Cash Cost
Mining /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 1,800.7 71.9 158.2 132.7 180.3 195.9 189.1 153.5 164.6 101.0 99.4 88.2 83.8 75.7 83.2 23.2
Processing
Labor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 696.9 24.4 52.8 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 48.7 35.2
Consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 2,389.1 82.1 177.5 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 167.4 121.0
Fuel, Electricity and Water /H1118/H1118/H1118/H1118RMB million 918.6 30.2 65.4 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 64.7 46.8
Maintenance and Other Services /H1118RMB million 416.9 7.8 16.9 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 30.8 22.3
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 4,421.5 144.6 312.5 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 311.6 225.2
General and Administrative /H1118/H1118/H1118RMB million 1,413.6 94.7 94.7 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 96.2 69.6
Sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 376.2 8.0 24.0 30.1 24.7 18.4 22.4 23.3 32.1 28.5 27.0 27.6 32.0 33.1 31.1 14.0
Resource tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 490.9 11.9 27.3 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 35.5 25.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB million 8,502.9 331.0 616.6 606.1 648.3 657.6 654.8 620.2 640.0 572.8 569.8 559.2 559.1 552.2 557.6 357.7
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-179 –


--- page 766 ---
Production Profile Unit
Total
LoM
H2
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039
Operating Cash Unit Cost
Mining /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t ore 26.3 29.0 30.5 16.5 40.6 94.2 56.3 32.4 32.1 20.0 19.9 17.1 15.6 14.0 15.5 14.0
Processing
Labor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 10.2 14.8 13.9 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8
Consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 34.9 49.6 46.7 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8 33.8
Fuel, Electricity and Water /H1118/H1118/H1118/H1118RMB/t processed 13.4 18.3 17.2 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1 13.1
Maintenance and Other Services /H1118RMB/t processed 6.1 4.7 4.4 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 64.6 87.4 82.2 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9 62.9
General and Administrative /H1118/H1118/H1118RMB/t processed 20.7 57.2 24.9 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4 19.4
Sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 5.5 4.8 6.3 6.1 5.0 3.7 4.5 4.7 6.5 5.7 5.5 5.6 6.5 6.7 6.3 3.9
Resource tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2 7.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 124 200 162 122 131 133 132 125 129 116 115 113 113 112 113 100
RMB/t
concentrate
49,800 91,000 56,600 44,400 57,800 78,500 64,400 58,600 43,900 44,300 46,500 44,600 38,500 36,700 39,500 56,200
Operation Unit Cost
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118RMB/t processed 159 235 194 151 160 161 161 154 158 144 151 149 149 148 149 179
RMB/t
concentrate
63,500 106,900 67,600 54,800 70,400 95,400 78,300 71,900 53,600 55,200 61,100 58,900 50,900 48,600 52,200 100,700
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-180 –


--- page 767 ---
Source: Independent Technical Report
Notes:
1 Target recovery rates: H2 2025:75%, 2026:83% and 78.85% (with the ore sorting system).
2 The cost for equipment replacement and refurbishment has been allocated to the processing cost, amounting to RMB3.29 million per year.
3 General and Administrative costs include a payment of approximately RMB1.0 million per year to the Kazakhstani Government for the mine rehabilitati on fee.
4 Some totals may not correspond to the sum of the separate figures due to rounding.
5 High-grade ore is defined at a cut-off grade of >0.14% WO 3; Medium-grade ore is defined at a cut-off grade between 0.12%-0.14% WO 3 and low-grade ore is defined at a cut-off
grade of 0.06% WO 3.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-181 –


--- page 768 ---
11.3 Economic viability assessment
SRK has prepared a technical economic model (TEM) to evaluate the economic viability
of the Project. The TEM is based on the capital and operating costs, the mining schedule (Table
6.8) and the processing plant production schedule (Table 7.19). The tungsten concentrate is
assumed to be sold on the Chinese side of the Khorgos border crossing at the forecast sales
prices (Table 10.1). The assessment has been carried out in RMB, with constant exchange rates
of US$/RMB at 7.08 and RMB/KZT of 64.45. The assessment is in nominal terms, assuming
a 2% annual inflation for both RMB and KZT denominated costs.
The TEM also includes a resource tax at a rate of 7.8% of revenue. The value-added tax
(V AT) related to sales and operating cost has not been modeled, as it assumes that the V AT is
paid and recovered within the same year. However, the V AT related to capital cost has been
determined and assumed to be rebated within the same year. The corporate tax rate is 20%.
A discount cash flow model has been prepared on a post-tax basis. This assessment does
not take into account any finance costs or company debt. Net present values (NPV) are
determined at various discount rates. It is important to note that the NPVs only represent a
measure of the Project’s economic viability and do not represent the fair market values or
profitability of the Project. The Project generates positive NPVs (post-tax) at a range of
discount rates (Table 11.4), indicating its economic viability and justifying the declaration of
Ore Reserves as presented in Table 6.11.
At the forecast production rates, it will take approximately 15 years to deplete the Ore
Reserve. The breakeven analysis shows that the post-tax NPV at 10% discount rate will become
zero when the average tungsten concentrate price is approximately RMB64,000/t. The payback
period, which is the amount of time required to recoup the initial development capital, is
approximately 3.1 years.
Table 11.4 Post-tax NPVs at various discount rates (nominal, RMB million)
8% 10% 12% 14%
10,725 9,502 8,476 7,611
Source: SRK
A post-tax sensitivity analysis at 10% discount rate (nominal) has also been undertaken
against the key parameters (Table 11.5 & Figure 11.1). The analysis shows that:
 1% change in feed ore grade will result in 1.48% increase in NPV .
 1% change in processing recovery will result in 1.48% increase in NPV .
 1% change in capital cost will result in 0.09% decrease in NPV .
 1% change in operating cost will result in 0.43% decrease in NPV .
 1% change in sales price will result in 1.50% increase in NPV .
 1% change in sales cost, including the hauling of tungsten concentrate to the
Khorgos border crossing and custom clearance fee will result in 0.02% decrease in
NPV .
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-182 –


--- page 769 ---
Table 11.5 Post-tax NPV sensitivity analysis at 10% discount rate
(nominal, RMB million)
Variance
Feed ore
grade Recovery
Capital
Cost
Operating
Cost Sales Price Sales Cost
30% 13,720 13,720 9,243 8,286 13,775 9,448
25% 13,017 13,017 9,286 8,488 13,063 9,457
20% 12,314 12,314 9,330 8,691 12,350 9,466
15% 11,611 11,611 9,373 8,894 11,638 9,475
10% 10,908 10,908 9,416 9,097 10,926 9,484
5% 10,205 10,205 9,459 9,299 10,214 9,493
0% 9,502 9,502 9,502 9,502 9,502 9,502
-5% 8,799 8,799 9,545 9,705 8,790 9,511
-10% 8,096 8,096 9,588 9,907 8,078 9,520
-15% 7,393 7,393 9,631 10,110 7,366 9,529
-20% 6,690 6,690 9,674 10,313 6,654 9,538
-25% 5,987 5,987 9,718 10,516 5,941 9,547
-30% 5,284 5,284 9,761 10,718 5,229 9,556
Source: SRK
Figure 11.1 Post-tax NPV sensitivity analysis at 10% discount rate
(nominal, RMB million)
 -
 2,000
 4,000
 6,000
 8,000
 10,000
 12,000
 14,000
 16,000
-40% -30% -20% -10% 0% 10% 20% 30% 40%
Variance
Feed ore grade Recovery Capital Cost
Operating Cost Sales Price Sales Cost
NPV with 10% discount rate (RMB million)
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-183 –


--- page 770 ---
12 ENVIRONMENTAL AND SOCIAL
12.1 Introduction
This section provides information on the Project context, the legal framework in
Kazakhstan, permitting processes, and risk assessment. It aims to help the reader understand
the environmental and social setting of the Project area and the key modifying factors that
could impact the estimation of Mineral Resources and/or Ore Reserves.
12.2 Legal and regulatory framework
SRK has not reviewed the rights of the Company to mine from a legal perspective.
Consequently, SRK has relied on advice from the Company to the effect that the Company will
be entitled to mine all material reported here, and that all necessary statutory mining
authorisations and permits are in place. SRK’s review has rather been restricted to confirming
the stated Mineral Resources and Ore Reserves in this Report are within the licence boundaries
and also reviewing the technical commitments attached to these licences. Notwithstanding this,
this section of the Report includes a summary of the mining law in Kazakhstan as it impacts
the Company’s assets.
12.2.1 Subsoil law and subsoil code
According to the Constitution of the Republic of Kazakhstan (1995, as amended), natural
resources, including minerals, belong to the people of Kazakhstan. Rights to use solid minerals
are referred to as ‘subsoil use rights’ and are granted in the form of exploration or mining
licences under the Subsoil and Subsoil Use Code (the ‘Subsoil Code’). This Code was adopted
in December 2017 and came into effect in June 2018. It is noted that ‘subsoil use’ is a term in
the legislation used to refer to the exploration and mining operations; similarly, ‘subsoil user’
is a person or entity that possesses the subsoil use rights.
Before the approval of the Subsoil Code, subsoil use rights to use hard minerals were
granted under contracts for the right of exploration, mining, or combined exploration and
mining (subsoil use contracts), as in the case of this current Project. Since 29 June 2018, when
the Subsoil Use Code came into effect, subsoil use rights have been granted under the subsoil
use licences (subsoil licences) regime, as exploration or mining ones. These licences are issued
by the MIC. Mining and exploration contracts obtained before 29 June 2018 remain in force.
The Subsoil Code requires compliance with taxation, environmental and industrial safety
legislation. Subsoil use rights include licences which envisage payment of special taxes and
other obligatory payments by subsoil users. Compliance with environmental legislation is
required from the earliest stages of planning a mining project, including project
conceptualization and design. The Subsoil Code also covers responsible mining compliance
and enforcement. Subsoil users in Kazakhstan are subject to extensive environmental
protection regulations. The Ministry of Ecology and Natural Resources of the Republic of
Kazakhstan (MENR) is the principal state authority for environmental protection. Among other
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-184 –


--- page 771 ---
things, it issues environmental permits and licences and establishes limits for environmental
emissions. Environmental approvals and reporting are also required under the terms of the
Environmental Code of the Republic of Kazakhstan 2021 .
Mining companies in Kazakhstan are considered subsoil users after they have acquired
relevant licences (i.e., subsoil use rights). According to the Article 76 of the Subsoil Code, all
subsoil users must regularly report on their operations; this includes reporting on the Extractive
Industries Transparency Initiative (EITI). Articles 195 and 215 describe the subsoil users’
reporting requirements for exploration and mining operations, respectively. Information on
implementation of terms and conditions prescribed by mining and/or exploration contracts and
licences, as well as data on procurement, employment, training, and investment in the
socio-economic development of the region where deposit sites are not considered confidential.
This information is normally disclosed in:
 the regular EITI reports
 the official website of the Unified State System of Subsoil Use (‘EGSU’ in national
terms; https://egsu.energo.gov.kz ), an integrated information system of the
regulator
 the annual report on subsoil use and terms and conditions of subsoil use (called
‘LKU reports’ in national terms).
Statutory accounting records are maintained in accordance with the Law on Accounting
and Financial Reporting, under which most companies should prepare financial statements
under International Financial Reporting Standards (IFRS).
12.2.2 Land tenure legislation
The subsoil user or mining licence holder does not automatically obtain the right to the
surface land plot above the deposit. Surface rights are granted by the city or district council
(Akimat) or leased from the landowner. The surface land holder must negotiate the terms of
land leasing and register its rights for the land plot separately. The registration procedure
depends on the land plot category (forest, land or water resources, settlements, etc.). Surface
rights to the land plots are provided to the subsoil use licence holder on a temporary basis to
enable access to the minerals. However, it does not prevent the mining licence holder from
purchasing the land and becoming the landowner.
The Land Code of the Republic of Kazakhstan (2003, as amended) enables land to be
given designated uses. The Land Code requires owners/users of land, whether state or privately
owned, not to harm public health or the environment, not to pollute the land or cause
deterioration in soil fertility, to conserve topsoil, and to rehabilitate disturbed land. The Land
Code allows for state appropriation of land for ‘public needs’ (which may include mineral
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-185 –


--- page 772 ---
exploration or exploitation) or if the land is not being used as per its designated land use. It
also includes the legal procedure for changing the land use category. Managing land is the
responsibility of the Committee for Land Management of the MENR.
12.3 Taxation
In Kazakhstan, the main taxes paid by mining companies (subsoil users) are:
 Corporate Income Tax: Payable by all legal entities and applied at a rate of 20% to
taxable income.
 Rents: This represents the fee for the use of land plots where exploration and mining
activities are taking place. The rent payments are payable on a quarterly basis.
 Liquidation Funds: These are obtained from the procurement of a subsoil use
contract or licence and are not considered income deductions, or accumulated in
accordance with a closure plan.
 Mineral Extraction Tax (MET): Payable on the extracted volumes of all minerals
including crude oil, gas condensate, natural gas, metals and other minerals and
ground water. It is due for payment once the ore is extracted and deducted from the
annually reported ‘state reserve’. The MET replaced the royalty that applied to
subsoil users under the previous Tax Code. The MET for minerals varies depending
on the type of mineral.
12.3.1 Environmental and social obligations
As noted above, compliance with environmental legislation is required from the earliest
stages of planning a mining project, including project conceptualization and design.
Responsible mining is covered in Articles 52 to 58 of the Subsoil Code and compliance and
enforcement are covered in Articles 66 to 68 of the Subsoil Code.
The Subsoil Code (Article 28) also includes provisions that promote local employment
and procurement and investment in local training and research. Articles 212 and 213 of the
Subsoil Code provide further specifications relevant to training, research and local
procurement.
Exploration and mining licences generally contain project-specific conditions regarding
environmental and social management. These conditions are mandatory, and non-compliance
is a ground for suspension of operation and withdrawal of a licence.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-186 –


--- page 773 ---
12.3.2 Closure obligations
The Subsoil Code presents closure requirements for mining operations including
exploration. The legal and colloquial term for closure in Kazakhstan is ‘liquidation.’ These two
terms (‘closure’ and ‘liquidation’) are used interchangeably in this section.
The Subsoil Code requires the applicant for an exploitation (mining) licence to:
 Provide a mine closure plan as part of its application for a mining licence
 Undertake geochemistry testwork to determine acid rock drainage and metal
leaching potential and incorporate the findings into the closure plan
 Include climate change projections in the closure plan
 Include a cost estimate in the mine closure plan to cover the rehabilitation of
disturbed areas and decommissioning of the mine and any associated processing and
waste facilities
 Provide financial assurance for the full cost of mine closure by means of a bank
deposit, a corporate guarantee or insurance (the insurance is governed by the civil
legislation of the Republic of Kazakhstan) in accordance with the closure plan
 Periodically review and update the closure cost estimate (at least once in 3 years or
whenever a mine plan is updated)
According to the legislation, the closure plan is an integrated part of the mining
operations and linked to the mine plan. Four years prior to the end of the mine life, the mine
operator develops a final closure plan which must be approved by the regulatory authorities and
implemented to appropriately close the mine. The final closure plan is referred to as a
‘liquidation project’ or ‘closure project’ in national terms.
The mine operator can use the liquidation funds for its closure activities with the
permission of the competent authority at the end of the mine life, and once the final closure
plan is approved by the regulators. If there is progressive remediation or reclamation of the site
during operations, the expense is deducted from the liquidation fund at the time the closure cost
estimate is updated (every 3 years). If the actual closure cost exceeds the value of the fund, the
mining operator must cover the remaining costs.
The financial assurance for closure as well as a payment plan for accumulation of the
liquidation fund is to be drawn in the closure plan and revised each time the closure plan is
updated.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-187 –


--- page 774 ---
12.3.3 Permitting
Environmental impact assessment and approvals
In accordance with Article 48(1) of the Environmental Code of the Republic of
Kazakhstan (hereinafter — the Code), an environmental assessment means the process of
identifying, studying, describing, and evaluating the possible direct and indirect
significant impacts of the planned and implemented activities or the document being
developed on the environment. Environmental assessment by its types is organized and
conducted in accordance with the Code and the Instruction for the organization and
conduct of environmental assessment, approved by the Order of the Minister of Ecology
and Natural Resources dated July 30, 2021, No. 280 (hereinafter — the Instruction). The
environmental assessment, depending on the subject of the assessment, is carried out in
the form of a strategic environmental assessment, an environmental impact assessment
(EIA or ‘OVOS’), a transboundary impact assessment, and an environmental assessment
under a simplified procedure. The EIA is mandatory for the types of activities and
facilities listed in Sections 1 and 2 of Annex 1 to the Code. Thus, based on the Annex 1,
all underground and open pit mining operations over 25 ha are subject to an EIA.
Environmental approval must be obtained before a project can proceed. In
Kazakhstan, an EIA must be undertaken for developments that could significantly impact
on the environment. The EIA process and approval timeframe have increased significantly
compared to the previous legislation and can take more than 3 years. The EIA process was
revised under Articles 64-84 of the Environmental Code. As a result, an EIA process must
be initiated at the beginning of project planning and start with screening and scoping,
followed by impact assessment.
According to the Article 87 of the Environmental Code, all design documentation for
the construction and operation of the facilities of I and II environmental hazard must
undergo the state environmental review. This includes inter alia mine plans, closure plans,
construction and/or reconstruction plans and other. The procedure is called a ‘State
Ecological Expertise’ or ‘SEE’ in national terms and takes about 3 months on average
(Articles 115, 118, 123 of the Environmental Code). SEE is carried out by the Ministry
of Ecology. Normally, SEE is implemented as part of the permitting process under the
procedures of issue and/or revision of environmental permits. SEE approval takes the
form of a record of decision referred to as a ‘positive conclusion of the SEE’.
Implementation of projects without a positive conclusion of the SEE is prohibited (Article
90). It eventually leads to an environmental permit. Public consultations must be
undertaken to inform the SEE and are organized in accordance with the Rules of public
hearings conduct provided in the Order of the Minister of Ecology No. 286 dated 3 August
2021.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-188 –


--- page 775 ---
Environmental permits
Several environmental permits must be obtained before a mine becomes operational.
These include environmental permits, water permits, land use permits and permits for
disturbance to forestry or other designated natural resources depending on the
environmental setting of the operation. In accordance with the 2021 Environmental Code,
it is the sole responsibility of the mine operator to obtain the necessary environmental
permits, even if there are contractors implementing mine-related works on site (Article
106). Environmental permits in Kazakhstan are compulsory for hazard category I and II
operations. They are issued in the form of an environmental impact permit or a complex
environmental permit.
According to Article 418 of the Environmental Code, category I operations
commissioned before 1 July 2021 and category II operations must have environmental
impact permits, which are issued by the regulatory authority and its local (regional)
executive body, respectively. Environmental permits obtained by category I and II
operations before 1 July 2021 will remain valid until their stipulated expiration. Should
a category I operation opt to change its operational process, it must initiate an
environmental assessment process and apply for a complex environmental permit.
From 1 January 2025, all category I enterprises commissioned after 1 July 2021
must obtain a complex environmental permit and include Best Available Technology
(BAT) in their operation (Article 111 of new Environmental Code). BAT is introduced to
minimize the environmental footprint of operations. A subordinate organization of the
regulatory authority will develop a guide on the BAT by 1 July 2023 to support this
technological transition. In the meantime, these operations will develop their project
designs and operate based on developments of the European Integrated Pollution
Prevention and Control Bureau with respect to BAT.
12.3.4 Labor protection and occupational health and safety
Labor protection and health and safety in Kazakhstan are regulated by the Constitution,
the Labor Code and the Law on Civil Protection. The Ministry of Labor and Social Protection
of the Republic of Kazakhstan is responsible for the enforcement of the Labor Code.
The Constitution and the Labor Code guarantee basic workers’ rights, including
occupational safety and health, the right to organize and the right to strike. Discrimination
based on gender, race, dress, nationality, religion, political opinion, public associations, social
class or financial status, and physical shortcomings is prohibited. The Labor Code regulates
employment and related matters, including dismissal, and safety in the workplace. The
Constitution and Labor Code also prohibit forced and child labor. The minimum age for work
is 16 years in most work settings and 18 years for hazardous work.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-189 –


--- page 776 ---
All mining operation facilities are classified as hazardous industrial objects. According to
Article 53 of the 2018 Subsoil Code, it is obligatory to meet the rules and regulations for safe
work conduct and take measures that prevent and eliminate accidents. To this end, emergency
response and preparedness plans are mandatory for all mining operations.
12.4 Mining rights
According to the Subsoil Code (2017), mining rights, also known as ‘subsoil rights,’ are
granted in the form of subsoil use licences for exploration and mining. A mining licence could
take up to 2 years to be granted after an application is submitted. An approved mine plan, a
closure plan, an environmental permit, and other supporting documents are required for the
application.
The mining rights of the Project are covered by the Subsoil Use Contract No. 4608-TPI
and three subsequent addenda. The current owner of the Subsoil Use Contract is Zhetisu
V olframy LLP (Zhetisu). Zhetisu operates as a joint venture (JV) company with two
participants: Aral-Kegan LLP (AK), holding 97% of the participatory interest, and Ever
Trillion International Singapore PTE LTD, holding 3% of the participatory interest. AK has two
participants: Jiaxin International Resources Investment Limited S.à.r.l., holding 99.99% of the
participatory interest, and Mr. Liu Liqiang, holding 0.01% of the participatory interest.
With the previous contract regime, a document that delineates the tenement covered by
the contract is appended to the Subsoil Use Contract. The tenement covers an area of 1.16 km
2
and allows exploitation up to a maximum depth of 300 m below surface. The specific
boundaries of the mining licence are given in Table 3.1 and shown in Figure 3.7. The Subsoil
Use Contract is valid for 25 years, from 2 June 2015 to 2 June 2040. Table 12.1 sets out the
environmental and social conditions in the mining contract.
Table 12.1: Key environmental and social conditions in the Subsoil Use Contract and
subsequent addenda
Respective clause in
Subsoil Use Contract Terms and conditions
Section 7.2 of the
Subsoil Use
Contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Clause 9-10. Local procurement must be encouraged.
Clause 11. During mining operations, local recruitment must
be preferred, including contractor and subcontractor
companies, and constitute not less than 50% for top
management, medium management staff, for educated
specialists and for the remainder of the qualified workforce.
Clause 12. Local employees must be provided with the same
conditions as expatriates including subcontractors.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-190 –


--- page 777 ---
Respective clause in
Subsoil Use Contract Terms and conditions
Clause 13. Make annual financing of research and
development works by Kazakhstani companies in the amount
of 1% of the annual investment.
Clause 15. Local procurement must be 16% for goods and
85% for work and services.
Clause 21. The Company is obliged to protect archaeological,
historical, cultural, and protected objects on the contract
territory.
Clause 34. The Company is obliged to restore land plots and
other natural objects disturbed as a result of mining
operations to a condition suitable for further use.
Clause 38. Subsoil users are to make annual payments for
socio-economic and infrastructure development of the
regions in the amount of 1% of the mining expenditure to the
budget of the local executive authority.
Clause 39. To carry out annual financing of research,
scientific and technical and (or) development works,
provided by Kazakhstan producers of goods, works and
services in the amount of not less than 1% of the total annual
income.
Section 16 of the
Subsoil Use Contract
– Liquidation and
liquidation fund /H1118/H1118/H1118/H1118/H1118
Clause 5-6. A liquidation fund shall be created by the subsoil
user to finance the liquidation work.
Clause 17.5. Liquidation fund payments are made into a
deposit account in a local bank in the amount of 1% of annual
mining expenditures.
Section 17 of the
Subsoil Use Contract
– Subsoil and
environmental
protection /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The Company must follow the legislation on environmental
protection when undertaking the operation.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-191 –


--- page 778 ---
Respective clause in
Subsoil Use Contract Terms and conditions
Section 18 of the
Subsoil Use Contract
– Health and Safety of
the employees and
local community /H1118/H1118/H1118/H1118/H1118
The Company must ensure the implementation of the rules
and regulations for the safe conduct of work, as well as
measures to prevent and eliminate accidents and occupational
diseases. It is prohibited to develop a deposit if there is a
danger to human life and health.
Source: Subsoil Use Contract
12.4.1 EIAs and approvals
The Company has conducted EIAs for the Project in accordance with local legislation.
Table 12.2 shows the number of EIAs developed and their approvals, and the SEE approvals
for the main infrastructure items.
Table 12.2: EIAs and approvals
EIAs Design institution Date of issuance
SEE Approval No.
and date
Open pit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118VNIItsvetmet 2020 KZ49VCZ00645044
dated 10 August
2020
Processing plant /H1118/H1118 No. 01-0336/21 dated
25 June 2021
TSF /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118ANTAL 2020 No. 18-0008/21 dated
25 January 2021
Source: Jiaxin
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-192 –


--- page 779 ---
12.4.2 Land use approval and surface rights
According to the Subsoil Use Contract, the competent authority is responsible for
ensuring the surface rights are secured for the contract territory. SRK has reviewed the surface
rights status for the Project based on the documents provided. The Akimat of Yenbekshikazakh
district of Almaty region issued Resolution No. 97 dated 19 February 2020, which states that
Zhetisu was granted a package of land plots, covering together of 795.6819 ha for temporary
use for a period of 10 years. Resolution No. 279 dated 11 April 2019 granted a land plot of
336.1 ha for temporary use for a period of 22 years. Resolution No. 1103 dated 25 December
2018 granted a land plot of 323.1 ha for temporary use for a period of 22 years. The Almaty
Region Land Authority also granted a land plot of 117.9 ha for temporary use of 22 years.
According to the resolutions, the Company is obliged to follow water as well as sanitary-
hygienic and environmental requirements during land use. Table 12.3 shows the land use
approval rights obtained by the Company for the mining activities.
Table 12.3: Land use approval rights and their designation
Cadastral number Area
Land lease
term Duration
(ha) (year)
03-044-198-162 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118795.6819 2020.06.10-
2030.02.19
10
03-044-198-163 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
03-044-198-175 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
03-044-198-176 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
03-044-198-165 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118336.1 2019.05.02-
2040.04.11
22
03-044-198-167 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
03-044-198-168 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
03-044-198-169 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
03-044-198-170 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
03-044-198-171 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
03-044-198-172 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
03-044-198-173 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
03-044-198-174 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
03-044-198-166 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
03-044-198-177 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118323.1 2019.04.10-
2041.04.10
22
03-044-198-178 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
03-044-198-143 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118117.9 2019.01.17-
2040.06.02
22
Source: Jiaxin
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-193 –


--- page 780 ---
12.4.3 Environmental and special water use permits
The Project currently holds the following environmental and water permits:
 Air pollution and waste disposal for the TSF: No. KZ39VCZ00768511 of 22 January
2021 for the period 2021-2026. The approval covers air emissions for the TSF up to
31 December 2026.
 General air pollution and waste disposal: No. KZ49VCZ00973292 of 16 June 2021
for the period 2021-2030; valid until 31 December 2030.
 Air pollution and waste disposal for the Boguty Project area: No.
KZ49VCZ00645044 dated 10 August 2020 for the period 2020-2029; valid until 31
December 2029.
 Water withdrawal from the Charyn River: No. KZ17VTE00269837 dated 10
December 2024 for domestic and industrial uses during the period of operation,
limited to an estimated consumption volume of 4,293,150 m
3/year, valid until 11
November 2029.
12.5 Stakeholder engagement
The Project is currently in the construction stage. During the design stage, Zhetisu
actively engaged with stakeholders through public hearings as part of the EIA process while
developing various design documents. On 12 March 2014, public hearings were conducted
specifically for the EIA of the Project. Around 40 individuals attended these hearings. The
stakeholders raised inquiries regarding employment opportunities, vocational training for the
local population, benefits for local residents, and concerns about the potential impact of the
Project on the health of the local residents.
Currently, Zhetisu is continuing its engagement as outlined in the memorandum described
below. In 2021, a memorandum of cooperation was signed between Zhetisu and the Akimat of
Yenbekshikazakh district. According to the memorandum, the Company has the following
obligations:
 Adhere to all norms and regulations concerning production process safety and
environmental safety.
 Provide employment opportunities for the local population.
 Train local personnel.
 Notify the Akimat within 3 working days of the availability of vacant job positions.
 Procure goods, services and works from local producers.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-194 –


--- page 781 ---
 Comply with the legislation of the Republic of Kazakhstan regarding social
partnership and regulation of social and labor relations.
 Fulfill other obligations of general concern.
Between 2021 and 2022, Zhetisu invested KZT 161M to meet the needs and requirements
of the Sogeti rural district and its residents in the following areas:
 Payment of KZT 20M for irrigation water for the district’s arable lands.
 Allocation of KZT 10M for the provision of water supply to the school in Nura
village.
 Purchase and transfer of four pieces of expensive specialised machinery worth KZT
63M to the agricultural cooperative ‘Sogeti.’
 Purchase of expensive agricultural machinery amounting to KZT 68M.
 Provision of cell phones and suitcases for graduates of the school in Nura village.
 Provision of a full set of stationery for first graders at the school in Nura village.
Additionally, the Company annually transfers KZT 149M to the budget of the Almaty
region for socio-economic development and infrastructure. In total, KZT 741M has been
transferred to the budget of the Almaty region between 2018 and 2023.
12.5.1 Environmental and social obligations
The environmental permits include the following conditions:
 Operate the mine within approved limits for air emissions, effluent and wastewater
discharges, and waste disposal.
 Implement in full the approved Environmental Action Plan, which is a part of the
permit.
 Report on a quarterly basis to the regulatory authorities on the implementation of the
environmental activities and permitted and actual emissions, effluent discharges,
and waste disposal.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-195 –


--- page 782 ---
12.5.2 Closure liabilities
The Project has a closure plan known as the 2019 Closure Plan, which was developed by
VNIItsvetmet. However, this closure plan and its cost estimate only encompass the mining
area, including the open pit, WRDs and auxiliary infrastructure. The processing plant and TSF
are not included in this closure plan. The total land area designated for closure is 372.1 ha, with
an estimated closure cost of KZT 738M (approximately US$1.6M). The closure plan was
updated in 2022 by VNIItsvetmet. The updated closure cost is KZT 901M (approximately
US$1.9M).
In 2023, ANTAL developed a closure plan specifically for the processing plant and TSF
to fulfill the reporting requirements for Asset Retirement Obligation (ARO) as of the end of the
2023 financial reporting period, following the guidelines of the International Financial
Reporting Standards (IFRS). This plan represents the current closure liability, but this can
potentially serve as a basis for developing closure plans and costs that accurately represent the
closure liabilities at the end of the LOM for the TSF, processing plant, and associated
infrastructure.
12.5.3 Other regulatory requirements
Other regulatory requirements that may apply to the Project in the future include:
 The requirement to reduce the environmental impact of operations by implementing
BAT, starting from 2025. Failure to implement BAT may result in progressive
increases in emissions payments. It is necessary to implement BAT when the mining
operation commences.
 Special requirements for industrial waste disposal sites, which involve conducting a
geochemical characterization of waste rock, installing an impermeable membrane
for WRDs, establishing a stormwater collection system, and complying with other
provisions outlined in clause 5, Article 238 of the Environmental Code.
 The mandatory implementation of an automated monitoring system for category I
operations, effective from 1 January 2023.
 Compliance with closure requirements, including the obligation to provide financial
provisions for closure.
12.5.4 Biodiversity and protected areas
The Charyn State Nature Park is located near and downstream of the Project area, and the
water intake station for the Project and route of the water supply pipeline from the Charyn
River pass through the Park’s territory (Figure 3.5).
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-196 –


--- page 783 ---
According to the existing legislation, the Charyn State National Park holds the status of
a nature protection and scientific institution of national significance, and it falls under the
jurisdiction of the Committee of Forestry and Wildlife of the Ministry of Ecology and Natural
Resources.
The establishment of the Charyn State National Nature Park was authorized by Resolution
No. 213 on 23 February 2004. Initially spanning an area of 93,150 ha, the park aimed to
preserve and restore the unique natural complexes of the Almaty region, which hold significant
ecological, historical, scientific, aesthetic and recreational value. Subsequently, through
Decree No. 121 dated 6 February 2009, the Park’s territory was expanded by an additional
32,900 ha, incorporating lands from the state land reserve and lands designated for defense
purposes. The total area of the Park currently stands at 127,050 ha.
SRK sighted a letter dated 3 July 2020 from the Almaty Regional Territorial Inspectorate
of Forestry and Wildlife which stated that along the pipeline route, there are migration paths
and habitats of wild animals, including rare and endangered species of ungulates, as well as
locations where rare and endangered plant species grow.
12.5.5 Cultural heritage
An archaeological survey was conducted in August 2020 by a licenced archaeological
company. Overall, three cultural heritage sites were identified: one archaeological monument
and two cemeteries. Examining the burial methods, the archaeologists concluded that the
identified monument belongs to the Iron Age. The other two sites are a 19th century cemetery
and a Muslim cemetery of the 17th to 18th centuries.
12.6 Recommendations
The following section summarizes the key recommendations related to the environmental
and social aspects of the Project.
12.6.1 Change in legal requirements in Kazakhstan
ESG-related legislation in Kazakhstan is undergoing rapid development and strives to
align with international best practices. Updated legal requirements may necessitate additional
efforts to ensure compliance, resulting in extra expenses for permitting, management,
operations and capital investment. Examples of such changes may include new standards and
the need for implementing new control measures such as emissions control, discharge
management, water abstraction and treatment, and waste management facilities. Additionally,
decarbonisation initiatives, carbon taxes, and other measures may be introduced.
It is recommended that the Company closely monitors changes in legal requirements,
proactively adapts to them, and establishes and maintains a compliance obligations register.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-197 –


--- page 784 ---
12.6.2 Biodiversity
Biodiversity, being an important aspect, may reduce project attractiveness if context and
impacts are not characterised properly. Habitats in the vicinity of the Project have not been
delineated and the biodiversity values of these habitats have not been determined. Monitoring
of biodiversity and ecosystems impacts is not a part of the management system. Moreover, the
Project is located close to, and the water supply pipeline route is within, a protected area with
potentially protected species and migration routes.
For this reason, it is recommended that a biodiversity study be undertaken. Improvement
in biodiversity context understanding is required to define potential impacts. As required in the
environmental management plan, initiating and carrying out field studies on biodiversity across
the Project’s footprint and water delivery pipeline route located within the boundaries of the
national park should be actioned. Data across all seasons should be collected. A positive
approach to biodiversity conservation will be beneficial in terms of future access to financial
capital and ESG credentials of the mineral products.
12.6.3 Closure plan and liability estimate
The existing closure plans and cost estimates only the mining area, including the open pit,
WRDs and auxiliary infrastructure.
In 2023, ANTAL created a closure plan for the processing plant and TSF to meet the
reporting obligations for ARO by the end of the 2023 financial reporting period, in accordance
with the International Financial Reporting Standards (IFRS) guidelines. This plan reflects the
existing liability, and it can potentially be used as a foundation for developing accurate closure
plans and costs that represent the closure liabilities at the end of the LOM for the TSF,
processing plant, and associated infrastructure.
12.6.4 Mine waste geochemistry
Mining activities often carry the risk of acid rock drainage and metal leaching (ARDML).
To properly assess the potential for ARDML, appropriate static and kinetic testwork should be
conducted. If the static testwork reveals a significant risk, kinetic testing should also be
conducted. These tests are typically time-consuming and can become critical in future
development studies. Therefore, it is advisable to initiate these studies early on, along with
gaining a thorough understanding of the potential pathways through which ARDML could
impact the surrounding environment, including soils, surface water and groundwater.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-198 –


--- page 785 ---
The WRDs at the Project are situated on the northern side of the mountain ridge. In the
event of ARDML, potential drainage pathways would lead towards the transboundary Ili River,
potentially affecting the quality of soils, surface water and groundwater.
Currently, ARDML characterization of the waste rocks for the Project has not been
conducted. A high-level review of the geological and mineralogical data indicates low levels
of sulfide materials. However, without understanding the potential for ARDML based on
appropriate testwork, it is impossible to accurately assess the impact of waste rocks on soils,
surface water and groundwater. These risks and impacts can have long-term consequences and
may require additional management measures during both the operation and closure phases.
A review of the available geological, mineralogical and lithological data is recommended
as part of developing an ARDML sampling program. Additionally, conducting static ARDML
testing is essential to understand the level of risk and determine the need for kinetic ARDML
testing and further management measures.
12.6.5 Climate change mitigation
Currently, there is no assessment or mitigation and adaptation strategy in place regarding
climate change. The impact of climate change can potentially have significant effects on
operations, such as increased temperatures, more frequent and intense extreme weather events,
and changes in precipitation patterns. Climate change considerations and reporting
requirements are prevalent, including those imposed by stock exchanges like HKEx.
It is imperative to assess the significant climate-related issues that may impact the
operation and to develop appropriate adaptation and mitigation measures. These measures
should aim to effectively manage the identified issues and, if necessary, integrate them into the
Project’s operational practices. Taking proactive steps to address climate-related concerns is
crucial for the long-term sustainability and resilience of the Project.
12.6.6 Cultural heritage
In connection with the archaeological and cultural monuments noted in Section 12.5.5, it
is necessary to instruct workers and management personnel on the protection of historical and
cultural monuments during any earthworks. Moreover, it is necessary to control driving along
designated routes to prevent damage to unidentified cultural heritage sites.
The identified monuments should be protected by a 50 m buffer zone around their
boundaries and should be marked with protective signs or other fences on the line of their
boundaries. Installing signs on four sides that indicate the name of the object and the area of
its protection zone, is recommended. In addition, it is necessary to prohibit any industrial
activity closer than 50 m from the established protection zone.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-199 –


--- page 786 ---
Furthermore, the Company has not established a formal chance find procedure. In the
event of discovering any cultural, historical or archaeological objects/sites, the Company
should adhere to the legislation pertaining to cultural and historical heritage, which outlines the
necessary actions to be taken. Company personnel should be informed about the requirements
of this procedure and follow it diligently if they come across any potential findings related to
cultural, historical or archaeological objects/sites.
12.6.7 Stakeholder engagement
While Zhetisu engages with stakeholders through public hearings during the development
of various design documents as part of the EIA process and under the scope of the
memorandum with local authorities, there is currently no formal stakeholder engagement plan
for the Project that would identify and organize communication with potentially affected
stakeholders. It is important to establish a structured engagement plan that consolidates the
ongoing engagement efforts into a formal document. This plan should outline the overall
strategy and goals of stakeholder engagement and provide guidance on the actions to be taken.
It should also demonstrate how risks and impacts are assessed and mitigated throughout the
project’s lifecycle. Having a formal stakeholder engagement plan will ensure effective
communication and enhance transparency and accountability in addressing stakeholder
concerns.
13 STRATEGIC DEVELOPMENT PLAN
The Company aims to establish a vertically integrated processing and refinery facility at
its site, expanding beyond tungsten concentrate to produce downstream products, including
APT and, tungsten carbide powder (WC). This strategic development will potentially increase
profit margins of the Company but also enable the Company to expand its customer base
globally. To support this initiative, the Company has prepared a comprehensive business
proposal titled ‘Proposal on Tungsten Beneficiation and Refining.’ The proposal includes
research on APT and WC markets and prices, end-use analysis, and a conceptual study on the
refinery’s location, production capacity, refining technology, and required capital.
The proposed refinery will be constructed in the immediate vicinity of the current
processing plant. The existing infrastructure will be upgraded and developed in stages, starting
with an initial annual nameplate capacity of 10,000 t of APT and 4,000 t of WC. The primary
feedstock for the APT plant will be tungsten concentrate from the Project. The construction of
the refinery is estimated to take 2 years, with commissioning scheduled for year 3. By year 4,
the target annual production rate of 10,000 t of APT will be achieved. From year 5 onwards,
a portion of the APT produced will undergo further processing to yield an annual output of
4,000 t of WC.
The Company plans to conduct a feasibility study over the next 2 years to investigate the
technical and economic viability of the proposed refinery. This study will provide a
comprehensive assessment of the Project’s potential, confirming its feasibility and forming the
basis for its successful implementation. A memorandum on the construction of a refinery for
the Project has been signed with the local government, showing the support of the Company’s
strategic development plan at national level. Kazakhstan also has numerous tax incentives and
exemptions related to investment in the refinery.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-200 –


--- page 787 ---
14 CONCLUSION
Jiaxin is currently developing the Boguty Tungsten Project, which is located 180 km east
of Almaty, the largest city of Kazakhstan, and 160 km west of the Chinese border. The Project
is covered by a mining licence, measuring an area of 1.16 km
2, which is valid from 2 June 2015
to 2 June 2040 (a duration of 25 years).
Located in the southern part of the Boguty Syncline, the geology of the Project area is
represented by Palaeozoic sandstone, siltstone and shale. The folded sedimentary succession is
cut by granitic rocks along a series of north-trending rocks. The mineralisation primarily
consists of quartz-scheelite veins occurring as stockworks and veinlets, ranging in size from a
few to tens of centimetres. Disseminated scheelite veins or blebs also occur in the surrounding
sediments. The known mineralisation extends over a length of approximately 2 km to the
northeast and has a lateral extent of 400 m towards the east. The mineralisation dips
subvertically to the northwest to a depth of at least 500 m.
Exploration to date has defined Mineral Resources in accordance with the JORC Code
(2012) including 97.6 Mt of Indicated Mineral Resource at an average grade of 0.210% WO
3,
equivalent to 204.5 kt of contained WO 3, and 11.9 Mt of Inferred Mineral Resource at 0.228%
WO3, equivalent to 27.1 kt contained WO 3.
The Project is designed as an open pit mine, consisting of conventional drill, blast, load
and haul with a planned ore feed of 4.95 Mtpa ore. Pre-stripping and mining operations are
carried out by a contractor. Mining operations commenced in late October 2024. The Project
currently hosts Probable Ore Reserves in accordance with JORC Code guidelines — 68.4 Mt
of ore with an average grade of 0.206% WO
3, equivalent to 140.8 kt contained WO 3.
The scheelite ore will be processed by a two-stage crushing — ore sorting — tertiary
crushing — grinding circuit, along with a flotation concentrator using a single-stage rougher,
three-stage scavenger, and three-stage cleaner process. The final product is expected to
comprise a scheelite concentrate containing 65% WO
3. Trial production commenced in
November 2024 and commercial production commenced in April 2025. The processing plant
will be developed in two phases. In Phase I, the flowsheet does not include the ore sorting
circuit and has a tungsten recovery of 83% (75% in H2 2025). In Phase II, the addition of ore
sorting will enhance the pre-concentration of crushed ore from 15,000 tdp to 10,000 tpd, with
a 33.33% waste rejection. The overall tungsten recovery is forecast at 78.85%. Pre-
concentration by ore sorting will start in 2027 and enhance the Project’s overall economic
return by reducing the grinding cost.
The key infrastructure of the Project includes roads, water and power supplies and an
accommodation camp. The Project is connected to the major A2 highway via graded sands and
gravel road for a few kilometres. The power is connected to the grid via a new 7 km-long
overhead line. The water is sourced from the Charyn River, located approximately 22 km
southeast of the Project.
The TSF covers an area of approximately 3.5 km
2 with a designed storage capacity of
39.2 Mm 3, which provides sufficient tailings storage capacity over the LOM. The TSF is
developed in three stages: the Phase 1 embankment (1,143 m) will be raised to 1,152 m in
Phase 2 and 1,157 m in Phase 3.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-201 –


--- page 788 ---
The Project’s capital cost has been incurred since 2020. From CY2020 to H1 CY2025, a
total of RMB1,712.0 million has been incurred. The budgeted amounts for H2 CY2025 and
CY2026 are RMB315.5 million and RMB309.3 million, respectively. The total capital cost,
including both incurred and forecast capital cost for the initial development of the Project,
amounts to RMB2,236.3 million. The TSF raising is planned for Phase 2 and Phase 3 in 2026
and 2034, respectively, at a total cost of RMB466.0 million. The total cost for the initial
development, subsequent raising of the TSF and mine closure amounts to RMB2,719.3 million.
In H2 CY2025, the projected total operating cash cost is RMB331.0 million, with a cost
of 200 RMB/t ore and 91,000 RMB/t concentrate. By CY2027, as the Project reaches its target
production rate of 4.95 Mtpa and the ore sorting system for the Phase II development is
installed, the total operating cash cost is expected to increase to RMB606.1 million, but the
operating cash unit cost is projected to decrease significantly to 122 RMB/t ore and 44,400
RMB/t concentrate.
There are no identified significant environmental and social issues that would potentially
disrupt the mining and processing operation.
Jiaxin has achieved a number of commissioning targets to date. The installation of
processing plant equipment was completed in the second half of CY2024. In November
CY2024, a trial production phase commenced and fine-tuning of the processing operation was
undertaken. Phase 1 commercial production commenced in April 2025, with an annual
throughput target of 3.3 Mt of ore. In the second half of CY2026, the processing throughput
will increase as a result of integrating the ore sorting system. From the first quarter of CY2027,
the plant will enter Phase II commercial production, targeting a processing throughput of 4.95
Mtpa of ore.
SRK has conducted a detailed review of the Project’s key technical aspects, including the
Preliminary Design by ENFI, technical studies, the latest construction and trial production
reports, and the Company’s actual and forecast capital costs, as well as target latest
commission dates for each production phase.
In SRK’s opinion, the Preliminary Design by ENFI and other technical studies are
reasonable and adequate, and provide a solid foundation for the Project’s construction and
development.
The Company has developed comprehensive plans to meet commissioning targets and
address challenges encountered during the initial phase of production. These plans include
implementing a strategic mining approach and optimizing the processing flowsheet by using an
ambient-temperature cleaning process. Phase I commercial production commenced in April
2025. Plans are in place for Phase II commercial production in early 2027. The production
schedule for each development phase is considered reasonable.
Overall, SRK finds the Project technically and economically viable, with plans reflecting
a balanced and well-considered approach. In addition, SRK considers the identified risks have
been properly managed.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-202 –


--- page 789 ---
15 RISK ASSESSMENT
This section presents risks that were identified and described in the preceding sections.
Risks have been classified from major to minor, defined as follows:
 Major risk : The factor poses an immediate danger of a failure which, if uncorrected,
will have a material effect (>15% to 20%) on the project cashflow and performance
and could potentially lead to project failure.
 Moderate risk : The factor, if uncorrected, could have a significant effect (10% to
15-20%) on the project cashflow and performance unless mitigated by some
corrective action.
 Minor risk : The factor, if uncorrected, will have little or no effect (<10%) on
project cashflow and performance.
In addition to the risk factor, the likelihood of risk must also be considered. Likelihood
of occurrence within a 7-year timeframe can be considered as:
 likely: will probably occur.
 possible: may occur.
 unlikely: unlikely to occur.
Table 15.1: Risk assessment matrix
Likelihood
Consequence
Minor Moderate Major
Likely /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Medium High High
Possible /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Low Medium High
Unlikely /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Low Low Medium
The results of the risk assessment rating are presented in Table 15.2. The rating of the
risks is presented before implementation of control recommendations.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-203 –


--- page 790 ---
Table 15.2: Project risk assessment
Risk Description Control Recommendations Likelihood Consequence Rating
Mineral resource
Lower ore grade /H1118/H1118/H1118/H1118/H1118Lower ore grade than
estimated in the resource
model.
Impose a systematic grade
control protocol.
Reconcile the grades
obtained from in-pit
sampling and production
figures with the grade in
the resource model.
Possible Moderate Medium
Mining
Production plan /H1118/H1118/H1118/H1118/H1118/H1118The stripping ratio is high in
the early stage and it may
be challenging to meet ore
production targets.
Ensure that contractor can
fulfill the obligations to
meet the production plan
and resolve issues that
could cause production
delays.
Unlikely Moderate Low
Stockpile management /H1118/H1118Inadequate space for ore
stockpile.
A backup stockpile plan
should be developed if the
stockpile is full.
Unlikely Minor Low
Equipment shortage /H1118/H1118/H1118/H1118Insufficient quantity of
production equipment as a
result of unstable total
material movement.
Ensure that the amount of
equipment that contractors
provide is flexible and can
meet the production plan.
Possible Minor Low
Processing
Unable to achieve the
designed performance
of ore sorting, resulting
in an over-estimate in
ore processing capacity
and tungsten
concentrate yield /H1118/H1118/H1118/H1118
Ore sorting facility is
designed with waste reject
rate of 33.33% and metal
loss of less than 7.1%.
With ore sorting, the
processing capacity can
increase from 10 ktpd to
15 ktpd. Laboratory tests
could achieve the designed
performance, but the
sample grades vary,
indicating uncertainty on
the actual reject rate and
metal loss percentage.
Carry out industrial-scale
test on ore sorting after
completion of Phase I
construction.
Possible Moderate Medium
Impact of return water on
tungsten recovery /H1118/H1118/H1118/H1118
Return water contains large
amount of sodium silicate,
potential flocculants and
other unavoidable ions
which could have a
negative impact on
scheelite recovery.
Continually monitor the
effect of return water on
processing indices during
actual production. Carry
out treatment on return
water when necessary.
Unlikely Moderate Low
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-204 –


--- page 791 ---
Risk Description Control Recommendations Likelihood Consequence Rating
Infrastructure
Damage to pipeline from
Charyn River, and
subsequent effect on
supply of processing
water to the plant /H1118/H1118/H1118/H1118
The planned extraction of
make-up water from the
Charyn River is a risk
should the pipeline
become damaged.
Adequate design and
construction of the
pipeline.
Monitoring and maintenance
of the pipeline.
Possible Minor Low
TSF
Reduction of available
water in Charyn River,
and subsequent effect
on supply of processing
water to the plant /H1118/H1118/H1118/H1118
The planned extraction of
make-up water from the
Charyn River is a risk
should this resource
become limited.
Conduct climate change
assessment for the Project
to identify the associated
risks to water supply and
maximize water recycling
and re-use.
Unlikely Moderate Low
Lack of TSF
underdrainage in the
design will lock up
a portion of return
water /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A proportion of the return
water will be locked up
in deposited tailings.
Install underdrainage or an
alternative means of
returning this water to the
Plant (e.g. well point
system).
Possible Minor Low
Cost
Higher operating cost /H1118/H1118/H1118Higher operating cost,
resulting in poor financial
performance
Secure a long-term contract
at a favorable exchange
rate with suppliers and
confirm advanced
procurement orders with
them.
Possible Moderate Medium
Lower commodity price /H1118A decline in commodity
price, leading to poor
financial results.
Regularly monitor
commodity price trends,
market forecasts, and
industry developments to
proactively identify
potential risks and
opportunities. Develop
contingency plans and
scenario analyses to assess
the financial impact of
different price scenarios
and adjust strategies
accordingly.
Possible Moderate Medium
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-205 –


--- page 792 ---
Risk Description Control Recommendations Likelihood Consequence Rating
Environment and Social
Changes in Charyn River
flow and/or legal
permitting regime may
result in risk of
limitation of water
availability /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Changes in Charyn River
flow or permitting regime
of the National Park may
result in risk of limitation
of water available for
abstraction from the river
for processing purposes.
Conduct climate change
assessment for the Project
to identify the associated
risks to water supply and
maximize water recycling
and re-use.
Unlikely Moderate Low
Insufficient understanding
of surrounding land use
types that may result in
additional risks and
impacts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The detailed surrounding
land use mapping has not
yet been completed for the
Project. Doing so is
necessary as it furthers the
understanding of how the
land use can be affected
by mining and processing
operations and informs the
potential post-closure land
use options.
Carry out a land use study to
understand any potential
risks and impact and
extend the existing fencing
around the Project area to
prevent any grazing cattle
from accessing the area
and its facilities.
Possible Minor Low
Lack of understanding of
biodiversity of the
Project area resulting in
potential loss of
biodiversity /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Risk of net biodiversity
loss due to lack of
understanding of
biodiversity context and
management measures.
The Project is located
close to a water
abstraction point and a
supply pipeline route is
within an area that may
have protected species and
migration routes.
As required in the
environmental
management plan, initiate
and regularly carry out the
field studies on
biodiversity for the Project
footprint and water intake
and supply pipeline route
located within the
boundaries of the national
park.
Develop appropriate
mitigation measures to
mitigate identified risks.
Possible Minor Low
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-206 –


--- page 793 ---
Risk Description Control Recommendations Likelihood Consequence Rating
Lack of understanding of
mine waste
geochemistry (acid rock
drainage and metal
leaching (ARDML)
properties), resulting in
additional expenditure
for management to
prevent pollution /H1118/H1118/H1118/H1118
Potential for ARDML of
mine waste materials has
not been studied. There is
risk of pollution of soils
downstream of mine waste
facilities, groundwater and
surface waters.
Carry out a geochemical
study to assess risks
related to ARDML and
develop mitigation
measures if required.
Additional WRD drainage
water collection and
treatment facilities may be
required if ARDML
potential is identified.
Possible Minor Low
Incomplete closure plan
and liabilities estimate
resulting in
underestimation of
technical and financial
implication of Project
closure /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Existing LOM closure plans
and liability estimates
only include mining area
(open pit, WRDs, auxiliary
infrastructure), and the
closure plan for the
processing plant and TSF
only reflects the current
liability.
Develop and regularly
update a comprehensive
closure plan and
associated cost estimate,
covering the entire mine
footprint, including the
mining area, processing
plant, TSF, and auxiliary
infrastructure.
Possible Moderate Medium
Lack of understating of
potential climate
changes of the Project
area resulting in
additional mitigation
and adaptation
requirements /H1118/H1118/H1118/H1118/H1118/H1118
Effects of climate change
may impact the
performance of operation.
For example, there is
currently no climate
change-related assessment
and management strategy
for the Project.
Assess climate change-
related significant issues
which may impact the
operation (see water
abstraction). Develop
adaptation and mitigation
measures to manage the
issues, and integrate into
project operation practices
if required.
Unlikely Moderate Low
Insufficient stakeholder
engagement resulting in
unanticipated
stakeholder concerns /H1118/H1118
There is no stakeholder
engagement plan for
Project that would
identify and structure
communication with
potentially affected
stakeholders.
Develop and implement a
stakeholder engagement
plan to identify all
relevant stakeholders,
and define means
and frequency of
communication to
strengthen the
engagement.
Unlikely Minor Low
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-207 –


--- page 794 ---
Risk Description Control Recommendations Likelihood Consequence Rating
Non-renewal of licence /H1118/H1118Operating licence and other
key licences are not
renewed by the
government authorities
Assess the compliance status
of all key licences and
identify any potential
areas of non-compliance.
Take prompt action to
rectify any deficiencies or
violations, ensuring strict
adherence to ESG
standards.
Unlikely Major Medium
Export restrictions /H1118/H1118/H1118/H1118Kazakhstan government
imposing tungsten
concentrate export
restrictions.
Consider establishing local
downstream processing
facilities to add value to
the tungsten concentrate
within Kazakhstan. By
processing the concentrate
domestically, mining
companies can potentially
bypass export restrictions
and access higher-value
markets for processed
tungsten products.
Unlikely Major Medium
Delay in commencement
of production /H1118/H1118/H1118/H1118/H1118/H1118
Construction delay or other
issues identified during
trial production result in
the delay of commercial
production.
Implement robust project
management practices to
ensure timely completion
of construction activities
and successful trial
production.
Possible Moderate Medium
Source: SRK
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-208 –


--- page 795 ---
CLOSURE
This report was prepared by
(Gavin) Heung Ngai Chan
Principal Consultant
and reviewed by
Jeames McKibben
Principal Consultant
All data used as source material plus the text, tables, figures, and attachments of this prospectus have been reviewed
and prepared in accordance with generally accepted professional engineering and environmental practices.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-209 –


--- page 796 ---
REFERENCES
ANTAL (2020). Design on the Phase I construction of tailings storage facility for Boguty
processing plant.
BD (2015). JORC Report: Boguty Tungsten Deposit, Chilik District, Almaty Province,
Republic of Kazakhstan.
ENFI (2019). Feasibility study on the Boguty tungsten mining and engineering project,
Kazakhstan with 15,000 tpd mining capacity (10,000 tpd in the first 2 years).
ENFI (2020). Preliminary design on the Boguty tungsten mining and engineering project,
Kazakhstan with 15,000 tpd mining capacity (10,000 tpd in the first 2 years).
Frost & Sullivan (2025). Independent Market Research for Global, China’s and
Kazakhstan’s Tungsten Industry.
GKZ (1974). Exploration Report and Mineral Resource Estimation on the Boguty
Tungsten Mine, Almaty State.
GNMRI (2023). Report on the ore sorting testwork on the Boguty tungsten mine.
Hollister (2019). Report on the ore sorting testwork on a scheelite mine in Kazakhstan.
HPY (2019). Report on the ore sorting testwork on a scheelite mine in Kazakhstan.
HRI (2015). Report on the metallurgy testwork and technical development research on the
Boguty tungsten mine, Kazakhstan.
HRI (2017). Feasibility study on the Boguty tungsten mine, Kazakhstan with 10,000 tpd
mining capacity.
SRK (2023). Hydro-geotechnical Pre-feasibility study for Boguty Tungsten Project.
Wang, X., Cai, K., Sun, M., Zhao, G., Xiao, W., & Xia, X. (2020). Evolution of late
Paleozoic magmatic arc in the Yili Block, NW China: Implications for oroclinal bending in the
western Central Asian Orogenic Belt. Tectonics, 39, e2019TC005822.
https://doi.org/10.1029/2019TC005822.
Windley, B.F., Alexeiev, D., Xiao, W., Kröner, A. and Badarch, G. (2007). Tectonic
models for accretion of the Central Asian Orogenic Belt. Journal of the Geological Society,
164.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-210 –


--- page 797 ---
APPENDIX A LIST OF TRENCHES
Trench ID X Y Z Azimuth Dip Length
(m)
K10 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335468.6 4824106.8 1532.135 125.38 18.09 92.19
K10a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335573.8 4824034.473 1579.62 121.21 35.47 152.64
K10b /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335692.3 4823978 1543.613 104.16 -28.7 40.8
K11 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335639.76 4824056.3 1574.06 127.59 -27 153.76
K12 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335361.2 4824288.6 1621.273 120.66 -31.4 168.34
K12a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335512 4824196.813 1550.262 122.38 4.87 16.67
K12b /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335542.06 4824177.755 1564.323 122.38 30.96 529.64
K13 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335651.55 4824165.5 1590.863 124.48 -35.9 216.74
K14 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335574.73 4824281.86 1576.416 125.1 -27.1 80.68
K14+15m /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335741.75 4824187 1566.359 117.37 25.36 84.48
K14a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335635.42 4824235.6 1595 120.82 0 9.64
K14b /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335638.01 4824222.66 1596.645 124.26 -16.1 118.42
K14c /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335728.1 4824177.2 1561.232 121.81 14.46 157.45
K15 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335647 4824289.2 1600 122.02 0 285.52
K15a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335893.68 4824114.69 1554.076 1.63 16.1 41.06
K16 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335659.2 4824337.6 1617.022 122.12 -14.9 231.08
K16a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335863.44 4824211.217 1563.186 123.15 -2.33 182.24
K16b /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336019.34 4824114.263 1579.205 122.46 13.88 51.09
K17 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335683.8 4824380.6 1635.495 121.7 -27.1 248.16
K17a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335899.49 4824247.521 1573.846 117.2 35.29 178.71
K18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335779.8 4824380 1607.652 117.07 8.17 154.84
K18a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335905.92 4824297.61 1575 118.94 0 54.37
K18b /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335954.76 4824269.02 1605 121.47 0 275.91
K19 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335882.8 4824369.2 1614.033 112.04 -28.2 77.95
K19a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335949.94 4824329.236 1593.01 123.72 -5.18 17.3
K19b /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335966.09 4824319.568 1590 119.67 22.53 137.89
K20 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335944.1 4824392.63 1622.989 112.54 -32.9 50.35
K20+25m /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335962.32 4824413.288 1623.196 121.02 -36.7 41.68
K20+25ma /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336006.68 4824385.784 1601.828 123.68 18.99 51.82
K20a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335990.3 4824364.7 1600 121.55 0 471.96
K21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335959.8 4824443.6 1625.066 120.92 -26.4 44.65
K21+25m /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336007.63 4824443.31 1609.096 120.67 4.69 42.52
K21a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336010.45 4824412.8 1605 124.21 0 26.37
K21b /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336031 4824397 1608.405 124.38 18.47 30.08
K21c /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336056.62 4824384.116 1615 120.4 0 150.8
K22 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335987 4824485.4 1615 120.96 0 89.82
K22a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336055.3 4824432.58 1615 116.82 0 32.68
K22b /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336081.4 4824425.8 1624.285 120.04 22.47 138.22
K23 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335982.8 4824552.8 1628.611 122.68 11.11 321.51
K24 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335889.6 4824664 1664.057 121.35 3.84 57.03
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-211 –


--- page 798 ---
Trench ID X Y Z Azimuth Dip Length
(m)
K24+25m /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336034.68 4824603.505 1641.258 124.19 18.61 77.55
K24a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335971.31 4824614.223 1635 121.35 -15.9 8.62
K24b /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335987.2 4824603.3 1635 121.56 0 181.61
K24c /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336141.6 4824522.81 1650.684 128.69 -9.28 13.83
K24d /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336148.36 4824503.388 1650.624 121.79 32.6 267.98
K25 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335959.65 4824679.98 1665.282 120.14 -6.66 146.22
K25+25m /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336139.36 4824604.556 1663.859 153.43 3.6 72.18
K25a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336079.8 4824594 1650.386 108.02 8.77 105.83
K25b /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336171.59 4824549.3 1660 122.37 0 342.92
K26 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336111.8 4824643.8 1671.026 121.76 -24.2 176.42
K26+25m /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336154.71 4824652.95 1678.489 123.49 -6.15 185.98
K26+25ma /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336357.19 4824519.125 1681.323 123.22 -19.3 93.68
K26a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336274.72 4824544.7 1671.888 119.61 16.55 198.39
K26b /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336278.25 4824537.1 1674.686 272.07 -8.5 43.04
K27 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336157.2 4824679.4 1693.831 121.19 -14.3 457.97
K27+25m /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336469.23 4824513.97 1657.546 126.46 26.77 29.97
K27a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336368.47 4824569.803 1680 96.62 0 50.58
K28 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336167 4824729.6 1703.416 120.89 -7.75 12
K28+25m /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336224.16 4824729.525 1695.694 138.5 12.39 41.1
K28a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336183.63 4824719.654 1702.582 120.89 5.88 68.1
K28b /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336247.31 4824680.392 1697.897 121.9 -21.5 229.65
K28c /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336445.11 4824559.763 1668.363 127.04 -21.9 39.41
K28d /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336488.5 4824524.3 1659.956 124.38 19.53 86.1
K28e /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336556.62 4824488.38 1684.387 122.23 -13.3 71.8
K28f /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336619.1 4824450.92 1683.08 120.21 -23.3 41.71
K28g /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336666.12 4824422.565 1670 123.96 23.45 68.46
K28h /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336724.28 4824383.539 1670 122.49 0 22.93
K29 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336194.8 4824771.2 1686.441 121.67 -7.35 532.36
K30 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336265.5 4824783.6 1681.469 121.75 14.28 291.28
K30a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336489.1 4824642.5 1677.637 119.56 -32.3 57.96
K30b /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336533.3 4824617.6 1675.672 124.2 20.76 302.14
K31 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336246.31 4824858.41 1661.198 120.99 13.54 262.74
K31a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336448.5 4824722 1717.021 120.53 -30.3 56.87
K31b /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336495.9 4824705.728 1691.638 122.05 -11.5 301.94
K31c /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336862.72 4824475.95 1716.857 123.7 -10.5 95.89
K32 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336169 4824963 1638.443 121.68 12.13 759.94
K32a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336795.69 4824575.209 1709.748 120.25 -14.5 275.76
K32b /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814337037.46 4824426.616 1698.383 118.49 14.24 43.18
K33 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336316.71 4824926.63 1683.739 122.47 -1.86 486.86
K33a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336917.49 4824555.4 1734.15 120.54 -19.6 86.97
K34 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336416.58 4824927.05 1712.27 122.18 26.83 445.1
K35 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336516.62 4824926.1 1718.693 122.35 5.47 283.58
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-212 –


--- page 799 ---
Trench ID X Y Z Azimuth Dip Length
(m)
K35a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336320.68 4825047.54 1674.959 121.03 20.88 99.47
K36 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336449.83 4825027.08 1709.282 122.4 -8.62 445.58
K37 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336565.3 4825024.16 1713.476 127.93 -31.7 270.73
K38 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336604.48 4825051.1 1680.914 119.53 -30.1 331.08
K39 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336639.94 4825085.112 1654.909 122.2 -16 205.21
K39a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336902.45 4824933.25 1758.584 104.34 29.29 141.97
K4 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335494.57 4823735.78 1494.532 125.58 31.87 111
K42 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336796.4 4825167.52 1659.72 121.84 22.85 238
K43 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336907.56 4825160.91 1683.506 124.85 27.5 158.53
K44 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336624.71 4825385.61 1607.513 119.51 33.39 400
K44a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336955.4 4825185.81 1680.334 122.35 40.74 158.25
K44b /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814337083.46 4825109.58 1680.213 124.68 0.95 83.98
K44c /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814337168.78 4825049.044 1670 121.55 47.4 26.49
K46 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336960.5 4825304 1656.159 122.83 18.61 151.18
K48 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336898.5 4825452.5 1629.178 124.43 16.74 96.47
K48a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336985 4825398.683 1601.615 121.35 20.44 193.65
K5 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335520.75 4823764.49 1510.217 130.19 28.1 63.1
K50 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814337019.09 4825499.513 1583.066 121.91 23.77 48.58
K50a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814337079.4 4825461.883 1592.089 121.96 23.76 62.41
K52 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336980.85 4825645.04 1603.653 121.4 26.68 252.7
K6 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335503 4823831.53 1501.846 122.88 24.61 189.53
K7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335589.5 4823862.5 1563.381 133.17 27.5 92.8
K8 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335307.89 4824081.996 1584.857 118.45 -24.4 61.04
K8a /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335366.19 4824050.406 1561 118.45 5.28 155.15
K8b /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335588.59 4823906.59 1566.216 121.38 8.6 163.22
K9 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335625.19 4823944.88 1574.15 126.65 -38.3 105.19
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-213 –


--- page 800 ---
APPENDIX B LIST OF CROSS-CUTS IN ADITS
Cross-cut ID X Y Z Azimuth Dip Length
(m)
517C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335966.68 4824215.001 1566.1 297.96 0 11
517HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335968.45 4824213.634 1566.02 125.63 0 10
518C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335987.78 4824252.462 1566.95 300.25 0 120
518C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335986.49 4824250.221 1566.95 300.34 0 120
518HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335991.09 4824251.648 1566.01 116.66 0 53.5
519C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336013.09 4824296.377 1566.3 303.83 0 10
519HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336015.67 4824294.529 1567.089 121.22 0 9
520C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336038.15 4824338.071 1567.36 299.54 0 127
520HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336039.78 4824337.464 1566.67 120.25 0 100
521C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336063.46 4824381.845 1566.99 299.26 0 126
521C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336062.06 4824379.174 1566.99 299.65 0 126
521HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336065.37 4824380.71 1566.935 117 0 10
522C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336088.11 4824423.553 1567.49 308.94 0 141.5
522C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336086.63 4824421.963 1567.49 308.92 0 141.5
522HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336089.71 4824422.819 1567.29 120.84 0 57
523C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336113.98 4824468.456 1568.6 302.78 0 162
523C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336112.53 4824465.985 1568.6 302.46 0 162
523HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336115.94 4824466.913 1567.516 117.75 0 10.7
524C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336139.47 4824513.233 1568.64 300.35 0 198.8
524C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336138.2 4824511.121 1568.64 300.42 0 198.8
524C3a_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336064.47 4824554.774 1568.64 269.46 0 18
524HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336141.85 4824511.354 1568.39 120.92 0 180.8
524HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336140.1 4824508.781 1568.39 120.53 0 180.8
525C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336180.52 4824537.144 1568.59 309.13 0 11.9
525HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336185.76 4824535.449 1568.52 114.96 0 16
526C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336245.94 4824566.497 1569.79 300.76 0 162
526C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336242.58 4824564.713 1569.79 300.83 0 160
526HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336250.54 4824565.046 1569.39 123.53 0 191.8
526HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336247.12 4824563.535 1569.39 123.32 0 193.8
526HBa_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336286.45 4824548.218 1567.979 105.61 0 40
526HBa_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336303.13 4824539.653 1567.979 103.01 0 22
526HBb_N /H1118/H1118/H1118/H1118/H1118/H1118/H111814336312.39 4824528.339 1567.979 107.32 0 46
527C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336300.34 4824590.503 1568.331 301.45 0 93.5
527C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336282.63 4824597.972 1568.331 301.81 0 74.5
527HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336303.66 4824589.084 1568.59 120.73 0 116.1
527HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336300.6 4824588.261 1568.59 121.05 0 118.1
528C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336354.63 4824614.913 1568.79 300.54 0 136.5
528C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336353.13 4824612.473 1568.79 300.76 0 136.5
528HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336356.74 4824614.538 1568.5 116.86 0 211
528HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336354.57 4824611.052 1568.5 117.19 0 211
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-214 –


--- page 801 ---
Cross-cut ID X Y Z Azimuth Dip Length
(m)
528HBa_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336443.07 4824555.168 1568.5 82.76 0 16
529C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336408.19 4824640.163 1568.6 307.9 0 10.8
529C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336406.71 4824637.995 1568.6 308.13 0 10.8
529HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336411.35 4824640.663 1568.61 124.24 0 25.7
529HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336409.62 4824638.946 1568.61 124.91 0 25.7
530C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336467.61 4824667.801 1570.08 300.76 0 130.7
530C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336466.29 4824665.809 1570.08 300.74 0 130.7
530C3a_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336367.24 4824721.905 1570.08 255.52 0 4
530HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336465.77 4824666.801 1570.25 121.68 0 173.5
530HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336463.66 4824663.327 1570.25 121.3 0 173.5
530HBa_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336554.13 4824612.059 1570.25 96.9 0 13
531C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336518.49 4824691.346 1568.6 304.08 0 44.6
531C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336517.52 4824689.842 1568.6 303.54 0 44.6
531HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336519.29 4824689.7 1569.4 114.73 0 21.5
531HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336518.38 4824686.981 1569.4 113.07 0 21.5
532C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336571.29 4824715.592 1570.55 302.38 0 223.5
532C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336569.87 4824713.651 1570.55 302.45 0 223.5
532C3a_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336485.18 4824764.797 1570.55 249.57 0 13
532HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336576.4 4824717.95 1569.95 121.97 0 129.5
532HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336574.56 4824714.961 1569.95 121.41 0 129.5
534C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336628.83 4824802.229 1570.31 302 0 125.3
534C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336627.45 4824800.025 1570.31 302 0 125.3
534HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336629.18 4824802.236 1570.31 121.57 0 74.3
534HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336627.28 4824799.126 1570.31 121.17 0 74.3
536C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336666.08 4824894.87 1571.31 300.87 0 115
536C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336664.6 4824892.151 1571.31 300.97 0 115
536HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336667.72 4824893.248 1571.06 121.77 0 71.8
536HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336665.82 4824890.189 1571.06 121.45 0 71.8
538C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336700.98 4824989.564 1572.34 301.32 0 107.5
538C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336699.27 4824986.796 1572.34 301.67 0 107.5
538HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336701.42 4824988.026 1572.01 120.37 0 89
538HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336700.09 4824986.11 1572.01 120.01 0 89
540C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336737.55 4825084.984 1572.73 293.75 0 6.5
540HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336741.69 4825083.774 1572.73 128.32 0 6
5MA16-17_W /H1118/H1118/H1118/H1118/H1118/H111814335940.82 4824170.769 1565.49 30.15 0 8
5MA17-18_E /H1118/H1118/H1118/H1118/H1118/H111814335973.31 4824221.156 1566.003 31.41 0 9
5MA18-19_W /H1118/H1118/H1118/H1118/H1118/H111814336008.67 4824286.472 1566.215 31.49 0 10
5MA20-27_W /H1118/H1118/H1118/H1118/H1118/H111814336041.39 4824342.129 1566.473 29.48 0 384
5MA28-29_W /H1118/H1118/H1118/H1118/H1118/H111814336376.81 4824625.321 1568.594 64 0 10.8
624C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336285.44 4824423.432 1626.86 301.6 0 327
624C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336283.39 4824421.152 1626.86 301.7 0 327
624C3a_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336183.14 4824481.781 1626.2 250.2 0 14.2
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-215 –


--- page 802 ---
Cross-cut ID X Y Z Azimuth Dip Length
(m)
624C3b_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336108.71 4824529.055 1626.2 270.1 0 19.7
624HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336288.51 4824421.339 1625.85 125.2 0 9.5
624HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336287.08 4824419.052 1625.85 123.4 0 9.5
625.5C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H111814336276.36 4824528.083 1625.91 274.4 0 8
625C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336281.46 4824484.523 1626.62 301.1 0 244
625C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336280.24 4824481.853 1626.62 301.2 0 244
625C3a_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336172.68 4824546.75 1626.62 242.3 0 16
626C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336276.18 4824545.893 1626.61 300.6 0 190
626C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336274.05 4824542.25 1626.61 301.1 0 190
626C3a_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336182.13 4824597.322 1626.61 255.3 0 15
626HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336280.81 4824543.425 1626.15 122.1 0 75
626HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336279.62 4824541.49 1626.15 122.2 0 75
627C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336326.53 4824573.98 1626.51 307.3 0 167.5
627C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336325.38 4824571.106 1626.51 307.4 0 167.5
627C3a_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336212.5 4824637.292 1626.51 258.2 0 15
627HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336328.71 4824573.155 1626.88 121.9 0 130.5
627HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336327.34 4824570.342 1626.88 121.5 0 130.5
628C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336373.06 4824600.235 1627.04 301.3 0 161.5
628C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336369.94 4824596.74 1627.04 301.6 0 161.5
628HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336377 4824602.61 1626.72 120.5 0 120
628HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336374.96 4824599.367 1626.72 120.5 0 120
629C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336424.18 4824632.022 1627.41 296.6 0 80
629C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336422.93 4824629.592 1627.41 298 0 80
629HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336430.42 4824633.619 1626.91 123.5 0 140.3
629HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336428.15 4824630.376 1626.91 122.7 0 140.3
630C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336470.17 4824659.878 1627.04 302.3 0 60
630C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336468.86 4824657.748 1627.04 302.2 0 60
630HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336477.11 4824658.951 1627.09 120.7 0 140
630HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336475.64 4824656.497 1627.09 120.7 0 140
631C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336522.16 4824690.132 1628.6 302.8 0 65
631C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336519.98 4824687.021 1628.6 304.3 0 65
631HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336525.16 4824688.688 1629.6 120.5 0 104
631HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336519.96 4824687.708 1629.6 119.6 0 108
632C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336566.61 4824714.492 1627.23 301.9 0 90
632C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336565.04 4824712.029 1627.23 302.1 0 90
632HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336572.34 4824715.371 1627.23 122.2 0 65.5
632HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336570.72 4824712.778 1627.23 121.8 0 65.5
634C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336627.78 4824795.677 1627.31 300.4 0 102
634C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336625 4824794.898 1627.31 300.1 0 100
634HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336628.38 4824797.014 1627.95 122.3 0 71.5
634HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336626.52 4824792.566 1627.95 121.9 0 71.5
636C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336683.9 4824881.35 1628.6 302.5 0 84.8
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-216 –


--- page 803 ---
Cross-cut ID X Y Z Azimuth Dip Length
(m)
636HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336687.48 4824880.686 1627.91 122.5 0 83.6
6MA25-26_E /H1118/H1118/H1118/H1118/H1118/H111814336281.07 4824496.085 1625.8 355.62 0 42
6MA25-26_W /H1118/H1118/H1118/H1118/H1118/H111814336277.61 4824495.79 1625.802 355.61 0 42
704C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335554.02 4823696.411 1444.5 309.76 0 16
704C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335548.15 4823692.364 1444.12 348 0 6
704HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335554.77 4823696.998 1444.45 128.44 0 11
706C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335589.69 4823790.14 1444.4 301.63 0 42
706C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335585.42 4823786.061 1444.4 300.77 0 42
706HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335592.25 4823792.429 1444.34 121.64 0 56.6
708C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335628.5 4823884.88 1445.1 296.34 0 56.8
708C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335627.34 4823882.79 1445.1 295.73 0 56.8
708HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335628.25 4823886.956 1445.2 104.68 0 39
710C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335661.96 4823971.206 1445.2 305.39 0 35.6
710C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335659.79 4823968.733 1445.2 303.12 0 35.6
710HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335666.25 4823975.071 1444.9 118.57 0 44
712C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335702.34 4824061.921 1445.46 300.76 0 90.6
712C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335699.82 4824059.326 1445.46 300.46 0 90.6
712HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335703.06 4824064.83 1445.58 117.16 0 56.8
712HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335703.11 4824062.301 1445.58 117.97 0 36
714C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335779.6 4824137.361 1446.08 304.45 0 64.6
714C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335778.46 4824135.626 1446.08 303.81 0 64.6
714HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335782.44 4824136.844 1446 117.86 0 19.3
714HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335780.78 4824133.185 1446.6 111.87 0 19.3
716C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335866.36 4824217.439 1447.42 316.04 0 37.7
716C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335864.31 4824215.294 1447.42 316.13 0 37.7
716HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335866.8 4824215.376 1447.45 115.56 0 81.9
716HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335865.06 4824211.377 1447.45 115.81 0 81.9
718C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335936.47 4824279.92 1447.6 306.08 0 51.6
718C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335931.98 4824275.308 1447.6 305.57 0 51.6
718HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335942.01 4824286.238 1447.99 120.46 0 36.8
718HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335940.72 4824284.186 1447.99 120.91 0 36.8
720C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335993.44 4824360.951 1450 302 0 77.1
720C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335989.49 4824357.774 1450 300.96 0 77.1
720HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335996.95 4824368.828 1448.74 122.37 0 51.9
720HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814335994.68 4824360.321 1448.74 122.99 0 51.9
722C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336045.81 4824442.535 1450.38 302.75 0 75.7
722C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336042.86 4824439.34 1450.38 303.22 0 75.7
722HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336052.48 4824451.516 1449.53 103.12 0 15.5
724C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336111.15 4824532.723 1450.65 300.23 0 129.9
724C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336109.4 4824529.644 1450.65 300.91 0 129.9
724HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336105.05 4824534.139 1450.94 120.84 0 90.1
724HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336103.01 4824530.706 1450.94 120.46 0 90.1
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-217 –


--- page 804 ---
Cross-cut ID X Y Z Azimuth Dip Length
(m)
726C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336217.89 4824577.658 1451.89 300.77 0 99.9
726C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336216.17 4824574.606 1451.89 300.31 0 99.9
726HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336212.22 4824581.095 1451.64 121.49 0 150.2
726HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336210.86 4824578.893 1451.64 121.34 0 150.2
728C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336327.59 4824631.992 1452.95 302.03 0 64.6
728C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336326.03 4824629.349 1452.95 302.63 0 64.6
728HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336324.83 4824628.888 1454.15 123.17 0 132
728HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336322.77 4824626.198 1454.15 123.21 0 132
730C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336443.35 4824682.846 1454.23 302.57 0 99.2
730C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336441.68 4824679.848 1454.23 300.13 0 99.2
730HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336438.94 4824682.899 1454.33 120.35 0 105.3
730HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336437.34 4824680.229 1454.33 120.56 0 105.3
732C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336551 4824732.48 1456.69 302.87 0 139.7
732C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336549.42 4824729.92 1456.69 302.48 0 139.7
732HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336549.9 4824736.822 1454.83 130.77 0 59
732HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336543.65 4824728.757 1454.83 121.33 0 59
734C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336609.27 4824812.935 1456.28 303.26 0 103.5
734HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336609.65 4824811.141 1455.99 123.73 0 48.3
734HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336606.65 4824805.816 1455.99 124.74 0 48.3
736C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336655.05 4824896.228 1456.89 302.03 0 56.7
736C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336654.03 4824894.634 1456.89 301.1 0 56.7
736HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336654.73 4824894.932 1456.76 118.98 0 30.2
736HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336653.47 4824892.234 1456.76 118.98 0 30.2
738C3_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336700.23 4824974.232 1457.48 302 0 57.7
738C3_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336697.91 4824970.433 1457.48 303.7 0 57.7
738HB_N /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336700.69 4824974.228 1457.51 119.56 0 30
738HB_S /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814336700.98 4824970.219 1457.51 113.02 0 30
7MA12-14_W /H1118/H1118/H1118/H1118/H1118/H111814335728.43 4824090.808 1445.333 47.11 0 82
7MA25-26_W /H1118/H1118/H1118/H1118/H1118/H111814336146.11 4824550.659 1450.46 67.84 0 65
7MA28-29_W /H1118/H1118/H1118/H1118/H1118/H111814336356.93 4824645.516 1451.64 67.67 0 50
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-218 –


--- page 805 ---
APPENDIX C TABL E 1 — JORC CODE 2012
Section 1 Sampling Techniques and Data
(Criteria in this section apply to all succeeding sections.)
Criteria JORC Code explanation Commentary
Sampling techniques /H1118/H1118 Nature and quality of sampling (e.g. cut channels,
random chips, or specific specialised industry
standard measurement tools appropriate to the
minerals under investigation, such as downhole
gamma sondes, or handheld XRF instruments,
etc.). These examples should not be taken as
limiting the broad meaning of sampling.
 Include reference to measures taken to ensure
sample representivity and the appropriate
calibration of any measurement tools or systems
used.
 Aspects of the determination of mineralisation
that are Material to the Public Report.
 In cases where ‘industry standard’ work has been
done, this would be relatively simple (e.g.
‘reverse circulation drilling was used to obtain
1 m samples from which 3 kg was pulverised to
produce a 30 g charge for fire assay’). In other
cases, more explanation may be required, such
as where there is coarse gold that has inherent
sampling problems. Unusual commodities or
mineralisation types (e.g. submarine nodules) may
warrant disclosure of detailed information.
The analytical results used to derive the Mineral
Resource estimate at the Boguty Project were from
1969-1974 Former Soviet Union (FSU) program and
2014-2015 Behre Dolbear (BD) program.
 The FSU dataset includes 19,943 m of trenches,
17,576 m of adits and the BD dataset includes
152 m of trenches, 362 m of adits and 5,075 m of
drilling.
 Surface trench and underground adit samples
collected in FSU and BD programs were all
continuous channel intervals of consistent width,
depth and length of approximately 10 c m×3c m
× 2 m, channeled either by chisels or saws.
 In the FSU program, surface and underground
diamond core drilling had been carried out.
Mineralised drill core intervals were sampled in
their entirety. The type of drill rigs and core
diameters were not recorded.
 Diamond core samples in the BD program were
collected by sawing in half, length-wise,
perpendicular to veins and were considered
representative. Sample intervals were generally
2m .
Drilling techniques /H1118/H1118 Drill type (e.g. core, reverse circulation,
open-hole hammer, rotary air blast, auger, Bangka,
sonic, etc.) and details (e.g. core diameter, triple
or standard tube, depth of diamond tails,
face-sampling bit or other type, whether core is
oriented and if so, by what method, etc.).
 In the FSU program, details of drilling techniques
were not recorded.
 In the BD program, drilling was conducted by
PQ, HQ and NQ standard tube diamond core.
Core was not oriented. Core boxes were marked.
Drill sample
recovery /H1118/H1118/H1118/H1118/H1118/H1118/H1118
 Method of recording and assessing core and chip
sample recoveries and results assessed.
 Measures taken to maximize sample recovery and
ensure representative nature of the samples.
 Whether a relationship exists between sample
recovery and grade and whether sample bias may
have occurred due to preferential loss/gain of
fine/coarse material.
 In the FSU program, the core recovery for the
surface drilling ranged between 37% and 75% and
recovery for underground drilling ranged between
31% and 96%.
 In the BD program, diamond core recoveries were
recorded during logging and the core recovery
was >95%.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-219 –


--- page 806 ---
Criteria JORC Code explanation Commentary
Logging /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Whether core and chip samples have been
geologically and geotechnically logged to a level
of detail to support appropriate Mineral Resource
estimation, mining studies and metallurgical
studies.
 Whether logging is qualitative or quantitative in
nature. Core (or costean, channel, etc.)
photography.
 The total length and percentage of the relevant
intersections logged.
 Logsheets in the FSU program were not
preserved.
 In the BD program, the cores were logged with
geological and geotechnical information recorded,
and photographed.
Sub-sampling
techniques and
sample preparation /H1118
 If core, whether cut or sawn and whether quarter,
half or all core taken.
 If non-core, whether riffled, tube sampled, rotary
split, etc. and whether sampled wet or dry.
 For all sample types, the nature, quality and
appropriateness of the sample preparation
technique.
 Quality control procedures adopted for all
sub-sampling stages to maximize representivity
of samples.
 Measures taken to ensure that the sampling is
representative of the in situ material collected,
including for instance results for field
duplicate/second-half sampling.
 Whether sample sizes are appropriate to the grain
size of the material being sampled.
In the FSU program:
 The cores were sampled in full without cutting or
sawing.
 All samples were sent to Central Chemical
Laboratory of the Regional Geology Department
in South Kazakhstan.
 Samples were first pulverised to 1 mm grain size.
A 250 g portion of the samples was heated to
600°C in a porcelain crucible and mixed with
hydrochloric acid to decompose elements that
could interfere with the analytical results.
 About 6.35% of pulp duplicates were inserted as
internal quality control.
 No blank or standard insertions were documented.
In the BD program:
 The primary drill samples were half-core cut
(by diamond saw) perpendicular to the
mineralised quartz veins and stockwork zones.
 Pulp duplicates, blank and CRM standard samples
were inserted at a rate of 1 in 30.
 Field duplicates and coarse duplicates were also
inserted in trench and adit samples.
 Samples were labeled, bagged and shipped to ALS
Kazlab LLP in Kazakhstan for sample preparation.
 Samples were pulverised to 85% passing <75 um.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-220 –


--- page 807 ---
Criteria JORC Code explanation Commentary
Quality of assay
data and laboratory
tests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 The nature, quality and appropriateness of the
assaying and laboratory procedures used and
whether the technique is considered partial or
total.
 For geophysical tools, spectrometers, handheld
XRF instruments, etc., the parameters used in
determining the analysis including instrument
make and model, reading times, calibrations
factors applied and their derivation, etc.
 Nature of quality control procedures adopted
(e.g. standards, blanks, duplicates, external
laboratory checks) and whether acceptable levels
of accuracy (i.e. lack of bias) and precision have
been established.
In the FSU program:
 Samples were analyzed for WO
3 % using wet
chemistry and colorimetry.
 Internal duplicates showed good correlation.
In the BD program:
 All of the trench and adit samples as well as 60%
of drill core samples were sent to ALS Chita,
Russia, for principal analysis using the ME-ICP61
and ME-ICP81x procedures. Approximately 20%
of the drill samples were sent to ALS Guangzhou,
China (ALS GZ), and the remaining 20% were
sent to Intertek Beijing (Intertek) using same
sodium peroxide fusion with ICP-OES finish.
 Quality control checks showed the data were of
high standard.
 Field and coarse duplicates showed scattering due
to the nuggety nature of the mineralisation.
Verification of
sampling and
assaying /H1118/H1118/H1118/H1118/H1118/H1118/H1118
 The verification of significant intersections by
either independent or alternative company
personnel.
 The use of twinned holes.
 Documentation of primary data, data entry
procedures, data verification, data storage
(physical and electronic) protocols.
 Discuss any adjustment to assay data.
In the BD program:
 Round robin tests were performed among the
three laboratories engaged (ALS Chita, ALS GZ
and Intertek) and SGS V ostok Laboratory, Russia
(SGS) served as the main external laboratory. A
total of 182 pulp samples were re-assayed, and
results showed good correlation.
 SRK visited the site which involved examining
the channels along underground adits and trenches
cut, and drill hole collars in the FSU and BD
programs. SRK also inspected the halved drill
core of the BD program stored in a warehouse in
Almaty.
 SRK validated BD database by selecting 72 pulp
samples to perform external checks.
 A positive bias has been observed in the FSU
data. To address this bias, the data have been
adjusted using a regression formula derived from
a comparison between the FSU and BD data.
 A bias (high) was found in the FSU data when
compared to the 257 BD trench and adit
re-samples.
 Further analysis was done by creating an
intersection grade shell between the BD and FSU
data and comparing the grades estimated by the
two datasets. FSU data were still found biased
high.
 An obvious trend of elevation was found when
comparing the Q-Q plot of the two datasets. A
regression formula was generated in Excel and the
corresponding elevated FSU grades were adjusted
accordingly.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-221 –


--- page 808 ---
Criteria JORC Code explanation Commentary
Location of data
points /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 Accuracy and quality of surveys used to locate
drill holes (collar and down-hole surveys),
trenches, mine workings and other locations used
in Mineral Resource estimation.
 Specification of the grid system used.
 Quality and adequacy of topographic control.
 All data were projected to Pulkovo 1942/Gauss-
Kruger Zone 14 coordinates.
 In 2014, all adit portals, trenches and drill holes
of the FSU and BD programs were surveyed using
the GPS-RTK system.
 Jiaxin provided the latest topographic map as of
30 June 2025.
Data spacing and
distribution /H1118/H1118/H1118/H1118/H1118
 Data spacing for reporting of Exploration Results.
 Whether the data spacing and distribution is
sufficient to establish the degree of geological and
grade continuity appropriate for the Mineral
Resource and Ore Reserve estimation procedure(s)
and classifications applied.
 Whether sample compositing has been applied.
 The general line spacing for the FSU program
was approximately 50 m. Spacing in the center of
the deposit is locally 25 m, and at the margin of
mineralisation the spacing widens to 100 m.
 The line spacing for the BD drilling program was
approximately 100 m, with collars approximately
50 m apart.
 The combined spacing of the FSU and BD
programs is deemed adequate for estimation of
Mineral Resources.
Orientation of data in
relation to geological
structure /H1118/H1118/H1118/H1118/H1118/H1118/H1118
 Whether the orientation of sampling achieves
unbiased sampling of possible structures and the
extent to which this is known, considering the
deposit type.
 If the relationship between the drilling orientation
and the orientation of key mineralised structures
is considered to have introduced a sampling bias,
this should be assessed and reported if material.
 Drill core was not oriented.
 Structural core measurements include alpha angle
only.
Sample security /H1118/H1118/H1118/H1118 The measures taken to ensure sample security.  None of the FSU samples were preserved.
 The halved drill cores and pulp rejects in the BD
program were stored in a warehouse in Almaty.
Audits or reviews /H1118/H1118/H1118 The results of any audits or reviews of sampling
techniques and data.
 SRK undertook a review of the assay data of both
the FSU and BD datasets, including standards,
blanks and QAQC of laboratory reporting. The
results appear to be reasonable.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-222 –


--- page 809 ---
Section 2 Reporting of Exploration Results
(Criteria listed in section 1 also apply to this section.)
Criteria JORC Code explanation Commentary
Mineral tenement and
land tenure status /H1118/H1118
 Type, reference name/number, location and
ownership including agreements or material
issues with third parties such as joint ventures,
partnerships, overriding royalties, native title
interests, historical sites, wilderness or national
park and environmental settings.
 The security of the tenure held at the time of
reporting along with any known impediments
to obtaining a licence to operate in the area.
 The mining rights of the Project are covered by
Subsoil Use Contract No. 4608-TPI and three
subsequent addenda. The current owner of the
Subsoil Use Contract is Zhetisu V olframy LLP
(Zhetisu), which is held by Jiaxin’s subsidiaries.
 The mining rights cover an area of 1.16 km
2 and
permit the exploitation of the resource to a
maximum depth of 300 m below the surface. The
mining rights were issued by the MID (a
predecessor of the MIC). The licence is valid
from 2 June 2015, to 2 June 2040, for a period of
25 years.
Exploration done by
other parties /H1118/H1118/H1118/H1118/H1118
 Acknowledgment and appraisal of exploration
by other parties.
 Numerous small-scale exploration works had been
carried out by different parties since the discovery
of Boguty deposit in 1942.
 Two systematic exploration programs were carried
out in 1969-1974 by Geological Survey of South
Kazakhstan (the FSU program) and in 2014-2015
by Behre Dolbear (the BD program).
Geology /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Deposit type, geological setting and style of
mineralisation.
 The deposit is hosted in quartz-scheelite
stockwork zones filling the fractures within
metasediments.
 The hydrothermal fluid contributing to the
mineralisation is associated with granitic
intrusions.
 The overall strike of the deposit is about ~300°.
Drill hole Information /H1118 A summary of all information material to the
understanding of the exploration results including
a tabulation of the following information for all
Material drill holes:
– easting and northing of the drill hole collar
– elevation or RL (Reduced Level — elevation
above sea level in metres) of the drill hole
collar
– dip and azimuth of the hole
– downhole length and interception depth
– hole length.
 If the exclusion of this information is justified
on the basis that the information is not Material
and this exclusion does not detract from the
understanding of the report, the Competent Person
should clearly explain why this is the case.
 In the FSD program, both surface and
underground drill holes had poor recoveries and
their assay data were used to delineate the
orebody but were not used for estimation of
Mineral Resources.
 The BD program contains 18 drill holes with
depths range between 33.9 m and 500 m, azimuth
at 121.5° (one reversed at 301.5°) and dips
between 45° and 85°.
 All drill hole, trench and adit information is
appended to this Report.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-223 –


--- page 810 ---
Criteria JORC Code explanation Commentary
Data aggregation
methods /H1118/H1118/H1118/H1118/H1118/H1118/H1118
 In reporting Exploration Results, weighting
averaging techniques, maximum and/or minimum
grade truncations (e.g. cutting of high grades) and
cut-off grades are usually Material and should be
stated.
 Where aggregate intercepts incorporate short
lengths of high grade results and longer lengths of
low grade results, the procedure used for such
aggregation should be stated and some typical
examples of such aggregations should be shown
in detail.
 The assumptions used for any reporting of metal
equivalent values should be clearly stated.
 Data aggregation methods are not applicable for
the Mineral Resource estimate reported here.
Relationship between
mineralisation
widths and intercept
lengths /H1118/H1118/H1118/H1118/H1118/H1118/H1118
 These relationships are particularly important in
the reporting of Exploration Results.
 If the geometry of the mineralisation with respect
to the drill hole angle is known, its nature should
be reported.
 If it is not known and only the downhole lengths
are reported, there should be a clear statement to
this effect (e.g. ‘down hole length, true width not
known’).
 The stockwork veins steeply dip at ~80°. The
intersections from adits and trenches therefore
approximately correspond to true width
mineralisation.
 The BD drill holes dip at an acute angle relative
to the mineralisation.
Diagrams /H1118/H1118/H1118/H1118/H1118/H1118/H1118 Appropriate maps and sections (with scales) and
tabulations of intercepts should be included for
any significant discovery being reported These
should include, but not be limited to a plan view
of drill hole collar locations and appropriate
sectional views.
 See ITR Sections 4 and 5.
Balanced reporting /H1118/H1118 Where comprehensive reporting of all Exploration
Results is not practicable, representative reporting
of both low and high grades and/or widths should
be practiced to avoid misleading reporting of
Exploration Results.
 Individual intersections are not reported.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-224 –


--- page 811 ---
Criteria JORC Code explanation Commentary
Other substantive
exploration data /H1118/H1118/H1118
 Other exploration data, if meaningful and
material, should be reported including (but not
limited to): geological observations; geophysical
survey results; geochemical survey results; bulk
samples — size and method of treatment;
metallurgical test results; bulk density,
groundwater, geotechnical and rock
characteristics; potential deleterious or
contaminating substances.
 In the FSU program, a total of 195 samples and
six bulk samples were described for obtaining the
average density value for the mineralised
sandstone and sandstone-shale unit. An average
specific gravity value of 2.74 t/m
3 was used for
the sediment that hosts the mineralisation.
 In the BD program, samples for density
measurement were collected at 10 m intervals of
the drill hole. These samples were measured by
the water immersion method. In total, 403
samples were collected from the sandstone and
sandstone-shale unit that hosts the mineralisation,
and 43 samples were collected from the barren
units.
 4 holes for geotechnical and hydrological
purposes were drilled in 2022.
Further work /H1118/H1118/H1118/H1118/H1118 The nature and scale of planned further work
(e.g. tests for lateral extensions or depth
extensions or large-scale step-out drilling).
 Diagrams clearly highlighting the areas of
possible extensions, including the main geological
interpretations and future drilling areas, provided
this information is not commercially sensitive.
 No further exploration programs of infill or
extension drilling are planned.
 Grade control, including blast hole sampling,
should be conducted regularly.
 Production reconciliation should also be
undertaken.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-225 –


--- page 812 ---
Section 3 Estimation and Reporting of Mineral Resources
(Criteria listed in section 1, and where relevant in section 2, also apply to this section.)
Criteria JORC Code explanation Commentary
Database integrity /H1118/H1118/H1118 Measures taken to ensure that data has not been
corrupted by, for example, transcription or keying
errors, between its initial collection and its use for
Mineral Resource estimation purposes.
 Data validation procedures used.
 SRK spot-checked the database against FSU
tables and maps, and against the BD assay
certificates, and found no flaws in the data.
 During the process of uploading the database into
SRK’s software (Leapfrog), various checks for
internal inconsistencies (such as overlapping
intervals and missing collars) are automatically
performed. Visual checks of the different
generations and types of sampling data against
each other also ensure database integrity.
Site visits /H1118/H1118/H1118/H1118/H1118/H1118/H1118 Comment on any site visits undertaken by the
Competent Person and the outcome of those
visits.
 If no site visits have been undertaken indicate
why this is the case.
 The authors visited the Project in July 2018,
September 2022, November 2022, August 2023,
July 2024, March, June and August 2025.
Geological
interpretation /H1118/H1118/H1118/H1118
 Confidence in (or conversely, the uncertainty of)
the geological interpretation of the mineral
deposit.
 Nature of the data used and of any assumptions
made.
 The effect, if any, of alternative interpretations on
Mineral Resource estimation.
 The use of geology in guiding and controlling
Mineral Resource estimation.
 The factors affecting continuity both of grade and
geology.
 Geological domains were modeled based on
digitising contacts from sections and maps, and
then constructing a wireframe from the polylines.
 The mineralisation domain was modeled using a
grade shell.
 The geological interpretation is considered robust;
there is sufficient drilling, surface trenching and
adit sampling to provide a tight control on the
geological interpretation.
 Interpreted anisotropy of mineralisation continuity
is used to guide the orientation set for variogram
model and search neighbourhood.
Dimensions /H1118/H1118/H1118/H1118/H1118/H1118 The extent and variability of the Mineral
Resource expressed as length (along strike or
otherwise), plan width, and depth below surface
to the upper and lower limits of the Mineral
Resource.
 The mineralised stockwork zone extends
approximately 2,000 m in a northeast direction,
with a lateral extent of 400 m towards the east. It
dips subvertically northwest, reaching a maximum
depth of 500 m.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-226 –


--- page 813 ---
Criteria JORC Code explanation Commentary
Estimation and
modeling techniques /H1118
 The nature and appropriateness of the estimation
technique(s) applied and key assumptions,
including treatment of extreme grade values,
domaining, interpolation parameters and maximum
distance of extrapolation from data points. If a
computer assisted estimation method was chosen,
include a description of computer software and
parameters used.
 The availability of check estimates, previous
estimates and/or mine production records and
whether the Mineral Resource estimate takes
appropriate account of such data.
 The assumptions made regarding recovery of
by-products.
 Estimation of deleterious elements or other
non-grade variables of economic significance
(e.g. sulfur for acid mine drainage
characterization).
 In the case of block model interpolation, the
block size in relation to the average sample
spacing and the search employed.
 Any assumptions behind modeling of selective
mining units.
 Any assumptions about correlation between
variables.
 Description of how the geological interpretation
was used to control the resource estimates.
 Discussion of basis for using or not using grade
cutting or capping.
 The process of validation, the checking process
used, the comparison of model data to drill hole
data, and use of reconciliation data if available.
 GKZ had prepared a Mineral Resource estimate
for the FSU program. Numerous Chinese institutes
had reported a Mineral Resource estimate using
data from both the FSU and BD programs. None
of these estimates were prepared under the
guidelines of the JORC Code.
 BD reported a Mineral Resource estimate under
JORC Code guidelines in 2015. SRK has
reviewed the estimate and noted it included large
volumes of waste rocks in the orebody domain.
The resultant Mineral Resource estimate has a
high ore tonnage but low tungsten grade. The BD
Mineral Resource estimate is not adopted in
current Project.
 SRK’s 3D block modeling and estimation was
undertaken in Leapfrog Edge software (version
2023.1).
 The Resources Domain for the Project was built
using radial basis function (RBF) in Leapfrog
Edge software. A 0.08% WO
3 threshold was used
to define the mineralised intervals and high grades
were capped at 1.2% WO
3.
 Block grades were interpolated using the Ordinary
Kriging (OK) method. Quantitative Kriging
Neighbourhood Analysis (QKNA) was used to
optimize the estimation neighbourhood. During
the grade estimation, dynamitic ellipsoid and
multiple search runs are also applied.
 A discretisation grid o f3×3×2h a s been used
within each block during the estimation.
 SRK conducted visual validation of the
longitudinal views and cross section view of the
drill holes or channel grades and block model
grades, which demonstrated good correlation
between local block estimations and nearby
samples, without excessive smoothing in the block
model.
Moisture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 Whether the tonnages are estimated on a dry
basis or with natural moisture, and the method of
determination of the moisture content.
 Tonnages are estimated on a dry basis.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-227 –


--- page 814 ---
Criteria JORC Code explanation Commentary
Cut-off parameters /H1118/H1118/H1118 The basis of the adopted cut-off grade(s) or
quality parameters applied.
 A cut-off grade of 0.05% WO 3 is adopted based
on assumptions of:
– Mining cost at 12 RMB/t
– Processing cost at 55 RMB/t
– General & Administration cost at 19 RMB/t
– Processing recovery at 83% (80% in 2025
during the ramp-up period)
– 65% W concentrate price at 143,000 RMB/t.
 These parameters are based on the preliminary
design which was further updated by the
Company. The commodity price forecast is based
on a market study undertaken by an independent
market research consultancy.
Mining factors or
assumptions /H1118/H1118/H1118/H1118/H1118
 Assumptions made regarding possible mining
methods, minimum mining dimensions and
internal (or, if applicable, external) mining
dilution. It is always necessary as part of the
process of determining reasonable prospects for
eventual economic extraction to consider potential
mining methods, but the assumptions made
regarding mining methods and parameters when
estimating Mineral Resources may not always be
rigorous. Where this is the case, this should be
reported with an explanation of the basis of the
mining assumptions made.
 Open pit mining is assumed.
 The block size, in particular the z dimension, has
taken the proposed bench height into account.
Metallurgical factors
or assumptions /H1118/H1118/H1118
 The basis for assumptions or predictions regarding
metallurgical amenability. It is always necessary
as part of the process of determining reasonable
prospects for eventual economic extraction to
consider potential metallurgical methods, but the
assumptions regarding metallurgical treatment
processes and parameters made when reporting
Mineral Resources may not always be rigorous.
Where this is the case, this should be reported
with an explanation of the basis of the
metallurgical assumptions made.
 The mineralisation is assumed to be principally
scheelite.
 Metallurgical testwork has shown that a scheelite
concentrate can be concentrated through a
flotation flowsheet, with a reasonable recovery.
 Based on various metallurgical testwork
conducted, an 83% processing recovery has been
assumed (80% in 2025 during the ramp-up
period).
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-228 –


--- page 815 ---
Criteria JORC Code explanation Commentary
Environmental factors
or assumptions /H1118/H1118/H1118
 Assumptions made regarding possible waste and
process residue disposal options. It is always
necessary as part of the process of determining
reasonable prospects for eventual economic
extraction to consider the potential environmental
impacts of the mining and processing operation.
While at this stage the determination of potential
environmental impacts, particularly for a
greenfields project, may not always be well
advanced, the status of early consideration of
these potential environmental impacts should be
reported. Where these aspects have not been
considered this should be reported with an
explanation of the environmental assumptions
made.
 An EIA has been approved by the relevant
authority.
Bulk density /H1118/H1118/H1118/H1118/H1118/H1118 Whether assumed or determined. If assumed, the
basis for the assumptions. If determined, the
method used, whether wet or dry, the frequency of
the measurements, the nature, size and
representativeness of the samples.
 The bulk density for bulk material must have been
measured by methods that adequately account for
void spaces (vugs, porosity, etc.), moisture and
differences between rock and alteration zones
within the deposit.
 Discuss assumptions for bulk density estimates
used in the evaluation process of the different
materials.
 In the FSU program, a total of 195 samples and
six bulk samples were described for obtaining the
average density value for the mineralised
sandstone and sandstone-shale unit. An average
specific gravity value of 2.74 t/m
3 was used for
the sediment that that hosts the mineralisation.
 In the BD program, samples for density
measurement were collected at 10 m intervals of
the drill hole. These samples were measured by
the water immersion method. In total, 403
samples were collected from the sandstone and
sandstone-shale unit that hosts the mineralisation,
and 43 samples were collected from the barren
units.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-229 –


--- page 816 ---
Criteria JORC Code explanation Commentary
Classification /H1118/H1118/H1118/H1118/H1118 The basis for the classification of the Mineral
Resources into varying confidence categories.
 Whether appropriate account has been taken of
all relevant factors (i.e. relative confidence in
tonnage/grade estimations, reliability of input
data, confidence in continuity of geology and
metal values, quality, quantity and distribution
of the data).
 Whether the result appropriately reflects the
Competent Person’s view of the deposit.
 SRK considered the following factors in Mineral
Resource classification:
– Geological continuity and reliability of
interpretation
– Sample support and exploration workings
density
– Quality of the historical exploration campaign
data and the validation results
– Grade continuity and variography
– Ordinary Kriging statistics.
 The Measured classification category is not
applied, due to the adjustment made to the FSU
samples, which represent most of the database.
 Indicated Mineral Resource is classified in the
area defined by surface trench, adit and BD drill
holes.
 Inferred Mineral Resource is classified in the area
defined only by surface trenches, and the deeper
extension of Adit 7 and BD drill holes.
Audits or reviews /H1118/H1118/H1118 The results of any audits or reviews of Mineral
Resource estimates.
 No external audits or reviews of the Mineral
Resource have been undertaken.
 SRK has carried out an internal peer review on
the Mineral Resource estimate.
Discussion of relative
accuracy/confidence /H1118
 Where appropriate, a statement of the relative
accuracy and confidence level in the Mineral
Resource estimate using an approach or procedure
deemed appropriate by the Competent Person.
For example, the application of statistical or
geostatistical procedures to quantify the relative
accuracy of the resource within stated confidence
limits, or, if such an approach is not deemed
appropriate, a qualitative discussion of the factors
that could affect the relative accuracy and
confidence of the estimate.
 The statement should specify whether it relates
to global or local estimates, and, if local, state
the relevant tonnages, which should be relevant to
technical and economic evaluation. Documentation
should include assumptions made and the
procedures used.
 These statements of relative accuracy and
confidence of the estimate should be compared
with production data, where available.
 The relative accuracy of the Mineral Resource
estimate is reflected in the reporting of the
Mineral Resource as per the guidelines of the
2012 JORC Code.
 The Mineral Resource Statement reflects the
global estimates of in situ tonnes and grade.
 Construction is largely complete, and trial
production commenced in November 2024.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-230 –


--- page 817 ---
Section 4 Estimation and Reporting of Ore Reserves
(Criteria listed in section 1, and where relevant in section 2 and 3, also apply to this
section.)
Criteria JORC Code explanation Commentary
Mineral Resource
estimate for
conversion to Ore
Reserves /H1118/H1118/H1118/H1118/H1118/H1118
 Description of the Mineral Resource estimate used
as a basis for the conversion to an Ore Reserve.
 Clear statement as to whether the Mineral
Resources are reported additional to, or inclusive
of, the Ore Reserves.
 The Ore Reserves estimate was based on the
Mineral Resource model developed by the SRK
and excluded Inferred Mineral Resources.
 The Ore Reserves are reported inclusive of
Mineral Resources.
 The Ore Reserve estimate is derived from pit
optimization and pit design, mining dilution and
ore loss. The reference point for Ore Reserve
estimates is the ROM pad before crusher.
Site visits /H1118/H1118/H1118/H1118/H1118/H1118/H1118 Comment on any site visits undertaken by the
Competent Person and the outcome of those
visits.
 If no site visits have been undertaken, indicate
why this is the case.
 SRK consultants visited the site in July 2018,
November 2022 and August, September,
November 2023, July 2024, March, June and
August 2025.
Study status /H1118/H1118/H1118/H1118/H1118/H1118 The type and level of study undertaken to enable
Mineral Resources to be converted to Ore
Reserves.
 The Code requires that a study to at least
Pre-Feasibility Study level has been undertaken to
convert Mineral Resources to Ore Reserves. Such
studies will have been carried out and will have
determined a mine plan that is technically
achievable and economically viable, and that
material Modifying Factors have been considered.
 Four studies have been completed for the Project:
– Feasibility Study on the Boguty tungsten mine,
Kazakhstan with 10,000 tpd mining capacity,
compiled by Hunan Research Institute of
Non-Ferrous Metals (HRI) on December 2017
(2017 FS)
– Feasibility Study on the Boguty tungsten
mining and engineering project, Kazakhstan
with 15,000 tpd mining capacity (10,000 tpd in
first two years), compiled by ENFI on August
2019 (2019 FS)
– Preliminary Design on the Boguty tungsten
mining and engineering project, Kazakhstan
with 15,000 tpd mining capacity (10,000 tpd in
first two years), compiled by ENFI on June
2020 (Preliminary Design)
– Hydro-geotechnical Pre-feasibility study for
Boguty Tungsten Project, compiled by SRK
Almaty on August 2023 (GT PFS).
 After reviewing the Preliminary Design, SRK
considers the Preliminary Design meets the
international PFS level and could form the basis
for conversion of Mineral Resources to Ore
Reserves.
 The verified Modifying Factors of the Preliminary
Design and the additional geotechnical and
hydrogeological studies, as well as the Company-
provided construction progress and schedule form
the basis of the pit optimization, mine schedule
and subsequent declaration of Ore Reserve.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-231 –


--- page 818 ---
Criteria JORC Code explanation Commentary
Mining factors or
assumptions /H1118/H1118/H1118/H1118/H1118
 The method and assumptions used as reported in
the Pre-Feasibility or Feasibility Study to convert
the Mineral Resource to an Ore Reserve (i.e.
either by application of appropriate factors by
optimization or by preliminary or detailed design).
 The choice, nature and appropriateness of the
selected mining method(s) and other mining
parameters including associated design issues such
as pre-strip, access, etc.
 The assumptions made regarding geotechnical
parameters (e.g. pit slopes, stope sizes, etc.),
grade control and pre-production drilling.
 The major assumptions made and Mineral
Resource model used for pit and stope
optimization (if appropriate).
 The mining dilution factors used.
 The mining recovery factors used.
 Any minimum mining widths used.
 The manner in which Inferred Mineral Resources
are used in mining studies and the sensitivity of
the outcome to their inclusion.
 The infrastructure requirements of the selected
mining methods.
 The marginal cut-off grade (MCOG) is applied for
feed ore, within the pit design, to define ore or
waste.
– The MCOG is estimated as 0.06% total WO
3
grade.
– The cost of RMB55/t feed is based on budget
updates for the second stage of processing plant
operation (4.95 Mtpa feed). The General &
Administration cost is RMB19/t.
– The price of the concentrate based on the
forecast from F&S. The price is RMB110,000/t
standard tungsten concentrate (65% WO
3),
excluding V AT.
– The processing recovery is 79%.
– Resource tax is 7.8% of revenue.
– Sales expense is 0.8% of revenue.
 The open pit mining with a conventional drill and
blast, shovel and truck method is employed for
the mine.
 The conversion of Mineral Resources to Ore
Reserves is based on pit optimization which
considers Indicated Mineral Resources only (there
is no Measured Mineral Resource for the Project).
 The main input for pit optimization is the MCOG
estimate, with the following additional input:
– Mining cost is RMB32/m
3 of rock material.
 The pit design is based on the optimization shell
as the revenue factor = 1.0, and uses the
parameters proposed in the GT PFS:
– Bench height is 20 m.
– Bench face angle is 65°-70°.
– Catch berm is 6.5-10.5 m wide.
– The ramp is 18 m wide for dual lane; 10 m for
single lane.
– The road gradient is 8% (1V:12.5H).
 The LOM plan is based on the schedule strategy
proposed by the Preliminary Design, which is
mining from the top downwards with two benches
operated simultaneously, at a peak rock extraction
capacity of 18.4 Mtpa, to achieve a feed ore
capacity of 4.95 Mtpa. The LOM is 15 years. The
average grade is 0.206% WO
3 and the stripping
ratio is 1.53.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-232 –


--- page 819 ---
Criteria JORC Code explanation Commentary
Metallurgical factors or
assumptions /H1118/H1118/H1118/H1118/H1118
 The metallurgical process proposed and the
appropriateness of that process to the style of
mineralisation.
 Whether the metallurgical process is well-tested
technology or novel in nature.
 The nature, amount and representativeness of
metallurgical testwork undertaken, the nature of
the metallurgical domaining applied and the
corresponding metallurgical recovery factors
applied.
 Any assumptions or allowances made for
deleterious elements.
 The existence of any bulk sample or pilot scale
testwork and the degree to which such samples
are considered representative of the orebody as a
whole.
 For minerals that are defined by a specification,
has the ore reserve estimation been based on the
appropriate mineralogy to meet the specifications?
 SRK considers the two-stage crushing-ore sorting-
tertiary crushing-grinding circuit, along with a
flotation concentrator using a single-stage
rougher, three-stage scavenger and three-stage
cleaner process, an appropriate flowsheet to
process the ore.
 An industrial scale ore-sorting test will also be
undertaken.
 The metallurgical samples were taken from
surface and adits. Based on the distribution of
sampling locations and grades, SRK considers the
test samples are representative.
 No assumptions for deleterious elements have
been made.
 The samples subject to pilot-scale testwork are
considered representative.
Environmental /H1118/H1118/H1118/H1118/H1118 The status of studies of potential environmental
impacts of the mining and processing operation.
Details of waste rock characterization and the
consideration of potential sites, status of design
options considered and, where applicable, the
status of approvals for process residue storage and
waste dumps should be reported.
 Environmental Impact Assessments (EIAs) for the
open pit, processing plant and TSF were
completed and approved by the relevant
government authorities. No waste rock
characterization has been completed by the
Company.
Infrastructure /H1118/H1118/H1118/H1118/H1118 The existence of appropriate infrastructure:
availability of land for plant development, power,
water, transportation (particularly for bulk
commodities), labor, accommodation; or the ease
with which the infrastructure can be provided, or
accessed.
 The key infrastructure includes power and water
supplies. The installation o f a 7 km-long overhead
line, connecting to the existing 110 kV line and
waterpipe connecting to the water taking point in
Charyn River.
 The Project is connected to the major A3 paved
highway throug h a 3 km-long gravel road.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-233 –


--- page 820 ---
Criteria JORC Code explanation Commentary
Costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 The derivation of, or assumptions made, regarding
projected capital costs in the study.
 The methodology used to estimate operating costs.
 Allowances made for the content of deleterious
elements.
 The derivation of assumptions made of metal or
commodity price(s), for the principal minerals and
co-products.
 The source of exchange rates used in the study.
 Derivation of transportation charges.
 The basis for forecasting or source of treatment
and refining charges, penalties for failure to meet
specification, etc.
 The allowances made for royalties payable, both
government and private.
 The construction of the Project was largely
completed in late 2024. The capital cost estimate
is based on the Preliminary Design.
 The operating cost estimate is based on the
Preliminary Design and was recently updated by
the Company’s financial team.
 The commodity price forecast is provided by
F&S, an independent market research company.
 A fixed exchange rate of US$/RMB of 7.08 has
been applied.
 The transportation charges from the Project to the
Khorgos border crossing with China is based on
research by the Company’s financial team.
 7.8% government resource tax on pre-V AT
revenue.
Revenue factors /H1118/H1118/H1118/H1118 The derivation of, or assumptions made regarding
revenue factors including head grade, metal or
commodity price(s) exchange rates, transportation
and treatment charges, penalties, net smelter
returns, etc.
 The derivation of assumptions made of metal or
commodity price(s), for the principal metals,
minerals and co-products.
 The head grade is based on the latest Mineral
Resource estimate by SRK.
 The ore loss and dilution are based on the
Preliminary Design.
 The commodity price is based on the forecast by
F&S, an independent market research company.
 A fixed exchange rate of US$/RMB of 7.08 has
been applied.
Market assessment /H1118/H1118/H1118 The demand, supply and stock situation for the
particular commodity, consumption trends and
factors likely to affect supply and demand into
the future.
 A customer and competitor analysis along with
the identification of likely market windows for
the product.
 Price and volume forecasts and the basis for these
forecasts.
 For industrial minerals the customer specification,
testing and acceptance requirements prior to a
supply contract.
 The demand and supply for the tungsten
concentrate and other market factors are based on
the research by F&S, an independent market
research company.
 The market research was completed by F&S.
 SRK sighted sales agreements between the
Company and a Chinese customer. The
agreements state the pricing mechanism and other
conditions.
 F&S has confirmed that entering into a
memorandum of understanding at early stage of
the development of tungsten mine is in line with
the industry norm.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-234 –


--- page 821 ---
Criteria JORC Code explanation Commentary
Economic /H1118/H1118/H1118/H1118/H1118/H1118/H1118 The inputs to the economic analysis to produce
the net present value (NPV) in the study, the
source and confidence of these economic inputs
including estimated inflation, discount rate, etc.
 NPV ranges and sensitivity to variations in the
significant assumptions and inputs.
 The capital and operating costs are based on the
Preliminary Design and are recently updated by
the Company’s financial team. The mining
schedule is based on the latest schedule by SRK.
The target processing plant throughput is based on
the latest Company forecast.
 The estimated inflation is based on the forecast by
F&S.
 The range of discount rates applied is considered
by SRK as appropriate.
 A sensitivity analysis has been performed against
various key parameters and a positive NPV was
yielded.
Social /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 The status of agreements with key stakeholders
and matters leading to social licence to operate.
 The social requirement is bounded by the Subsoil
Use Contract signed between Zhetisu and the
government.
 In 2014, public hearing was conducted for the
EIA of the Project with the key stakeholders.
 A memorandum between Zhetisu and the Akimat
Yenbekshikazakh district was signed in 2021,
setting out the Zhetisu obligations.
 Between 2021 and 2022, Zhetisu invested
KZT161M to meet the needs and requirements of
the Sogeti rural district and its resident.
Other /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 To the extent relevant, the impact of the following
on the project and/or on the estimation and
classification of the Ore Reserves:
 Any identified material naturally occurring risks.
 The status of material legal agreements and
marketing arrangements.
 The status of governmental agreements and
approvals critical to the viability of the project,
such as mineral tenement status, and government
and statutory approvals. There must be reasonable
grounds to expect that all necessary government
approvals will be received within the timeframes
anticipated in the Pre-Feasibility or Feasibility
study. Highlight and discuss the materiality of any
unresolved matter that is dependent on a third
party on which extraction of the reserve is
contingent.
 No material risks have been identified.
 The Project area is a seismic active area with the
peak ground acceleration, ranging from 0.415g to
0.598 g. SRK understands that all design and
construction of the Project has taken into account
of the potential earthquake risk.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-235 –


--- page 822 ---
Criteria JORC Code explanation Commentary
Classification /H1118/H1118/H1118/H1118/H1118 The basis for the classification of the Ore
Reserves into varying confidence categories.
 Whether the result appropriately reflects the
Competent Person’s view of the deposit.
 The proportion of Probable Ore Reserves that
have been derived from Measured Mineral
Resources (if any).
 Applying the Modifying Factor, all economically
mineable parts of the Indicated Mineral Resources
within the open pit design and the current
boundaries of the mining licence, including
dilution and ore loss have been classified as
Probable.
 The Competent Person considers the classification
is appropriate.
 No Measured Resource has been converted to
Probable Ore Reserve.
Audits or reviews /H1118/H1118/H1118 The results of any audits or reviews of Ore
Reserve estimates.
 An internal peer review has been completed for
the Ore Reserve estimate.
Discussion of relative
accuracy/confidence /H1118
 Where appropriate a statement of the relative
accuracy and confidence level in the Ore Reserve
estimate using an approach or procedure deemed
appropriate by the Competent Person. For
example, the application of statistical or
geostatistical procedures to quantify the relative
accuracy of the reserve within stated confidence
limits, or, if such an approach is not deemed
appropriate, a qualitative discussion of the factors
which could affect the relative accuracy and
confidence of the estimate.
 The statement should specify whether it relates to
global or local estimates, and, if local, state the
relevant tonnages, which should be relevant to
technical and economic evaluation. Documentation
should include assumptions made and the
procedures used.
 Accuracy and confidence discussions should
extend to specific discussions of any applied
Modifying Factors that may have a material
impact on Ore Reserve viability, or for which
there are remaining areas of uncertainty at the
current study stage.
 It is recognized that this may not be possible or
appropriate in all circumstances. These statements
of relative accuracy and confidence of the
estimate should be compared with production
data, where available.
 The Ore Reserve is based on the verified
Modifying Factors described in the Preliminary
Design; the latest geotechnical and
hydrogeological studies; the latest SRK’s Mineral
Resource estimate and the capital and operating
costs updated by the Company’s financial team.
The Ore Reserve is within the boundaries of the
mining licence.
 There are no unforeseen Modifying Factors at the
time of this statement that will have material
impact on the Ore Reserve estimate.
 Where practical and possible, current industry
practises have been used to quantify estimation
made.
APPENDIX III INDEPENDENT TECHNICAL REPORT
– III-236 –


--- page 823 ---
This Appendix contains a summary of the Articles of Association of the Company. As the
information set out below is in summary form, it does not contain all of the information that
may be important to potential investors. A copy of the Articles of Association is available on
display as referred to in the section headed “Documents Delivered to the Registrar of
Companies and Available on Display — 2. Documents Available on Display” in Appendix VII
to this prospectus.
The Articles of Association were adopted by our Shareholders on August 15, 2025, which
will come into effect from the date on which this prospectus (together with the other documents
required) are submitted to the Registrar of Companies in Hong Kong. The following is a
summary of certain provisions of the Articles of Association. The powers conferred or
permitted by the Articles of Association are subject to the provisions of the Companies
Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, other
ordinances and subsidiary legislation and the Listing Rules.
CHANGES IN CAPITAL
The Company may from time to time by ordinary resolution alter its share capital in any
one or more of the ways set out in section 170 of the Companies Ordinance, including but not
limited to:
(a) increasing its share capital by allotting and issuing new shares in accordance with
the Companies Ordinance;
(b) increasing its share capital without allotting and issuing new shares, if the funds or
other assets for the increase are provided by the members of the Company;
(c) capitalizing its profits, with or without allotting and issuing new shares;
(d) allotting and issuing bonus shares with or without increasing its share capital;
(e) converting all or any of its share into a larger or smaller number of existing shares;
(f) dividing its shares into several classes and attaching thereto respectively any
preferential, deferred, qualified or special rights, privileges or conditions, provided
always that where the Company issues shares which do not carry voting rights, the
words “non-voting” shall appear in the designation of such shares and where the
equity capital includes shares with different voting rights, the designation of each
class of shares, other than those with the most favorable voting rights, must include
the words “restricted voting” or “limited voting”;
(g) canceling shares:
(i) that, at the date of the passing of the resolution for cancelation, have not been
taken or agreed to be taken by any person; or
APPENDIX IV SUMMARY OF THE ARTICLES OF ASSOCIATION
– IV-1 –


--- page 824 ---
(ii) that have been forfeited; and
(h) making provision for the issue and allotment of shares which do not carry any voting
rights. 1
The Company may by special resolution reduce its share capital in any manner allowed
by law. 2
Subject to the provisions of the Companies Ordinance and the Articles of Association, all
unissued shares in the Company shall be at the disposal of the directors, who may offer, allot,
grant options over or otherwise deal with or dispose of the same to such persons, at such times,
for such consideration and generally on such terms and conditions as they in their absolute
discretion think fit.
3
V ARIATION OF RIGHTS
If at any time the share capital is divided into different classes of shares, all or any of the
rights attached to any class (unless otherwise provided by the terms of issue of the shares of
that class) for the time being in issue may, at any time, as well before as during liquidation,
subject to the provisions of the Companies Ordinance, be varied, modified or abrogated either
with the consent in writing of the holders of shares representing at least seventy-five (75)% of
the total voting rights thereof in that class, or with the sanction of a special resolution passed
at a separate general meeting of the holders of the shares of the class. To every such separate
general meeting the provisions of the Articles of Association relating to general meeting shall
mutatis mutandis apply, but so that the necessary quorum shall be not less than two (2) persons
holding or representing by proxy one-third of the total voting rights of holders of shares of that
class, and at an adjourned meeting one (1) person holding or his proxy representing shares of
that class, and any holder of shares of the class present in person or by proxy may demand a
poll. The provisions in this paragraph shall apply to the variation or abrogation of the special
rights attached to some only of the shares of any class as if each group of shares of the class
differently treated formed a separate class the rights whereof are to be varied.
4
TRANSFER OF SHARES
The right of members of the Company to transfer their fully-paid shares shall not be
restricted (except where permitted by the Stock Exchange) and shall also be free from all lien. 5
1 Article 55
2 Article 59
3 Article 8
4 Article 9
5 Article 40
APPENDIX IV SUMMARY OF THE ARTICLES OF ASSOCIATION
– IV-2 –


--- page 825 ---
The instrument of transfer of a share in the Company shall be in writing and in any usual
form or in any other form as the board of directors may accept and shall be executed by or on
behalf of the transferor and by or on behalf of the transferee. The instrument of transfer may
be executed by hand only or, if the transferor or transferee is a Clearing House (or its nominee),
by hand or by machine imprinted signature or by such other manner of execution as the board
of directors may approve from time to time. The transferor shall remain the holder of the shares
concerned until the name of the transferee is entered in the Register in respect thereof. Nothing
in the Articles of Association shall preclude the board of directors from recognizing a
renunciation of the allotment or provisional allotment of any share by the allottee in favor of
some other person.
6
Every instrument of transfer and other documents relating to or affecting the title to any
shares of the Company shall be lodged at the office of the Company for registration (or at such
other place as the board of directors may appoint for such purpose) accompanied by the
certificate relating to the shares to be transferred and such other evidence as the directors may
require in relation thereto.
7
All instruments of transfer which shall be registered shall be retained by the Company,
but save where fraud is suspected, any instrument of transfer which the directors refuse to
register shall, on demand, be returned to the person lodging the same.
8
There shall be paid to the Company in respect of the registration of a transfer and of any
grant of probate or letters of administration, certificate of marriage or death, power of attorney
or other document relating to or affecting the title to any share or for making of any entry in
the Register affecting the title to any share such fee (if any) as the directors may from time to
time require or prescribed, provided that such fee (if any) shall not exceed the maximum fees
as the Stock Exchange may from time to time prescribe or permit.
9
GENERAL MEETINGS
The Company must in respect of each financial year hold a general meeting as its annual
general meeting in addition to any other meetings in that year. The annual general meeting shall
be held within 6 months after the end of each financial year and at such place(s) as may be
determined by the directors.
10
6 Article 41
7 Article 42
8 Article 43
9 Article 44
10 Article 61
APPENDIX IV SUMMARY OF THE ARTICLES OF ASSOCIATION
– IV-3 –


--- page 826 ---
The directors may whenever they think fit, and shall on requisition in accordance with the
Companies Ordinance, convene an extraordinary general meeting. 11
A general meeting may be held at two (2) or more places using any technology that
enables members of the Company who are not together at the same place to listen, speak and
vote at such meeting.
12
NOTICE OF GENERAL MEETINGS
Subject to section 578 of the Companies Ordinance, an annual general meeting shall be
called by not less than notice in writing of at least twenty-one (21) days (or such longer period
as may be required by the Listing Rules), and any other general meeting shall be called by not
less than notice in writing of at least fourteen (14) days (or such longer period as may be
required by the Listing Rules).
13
Subject to sections 576 and 578 of the Companies Ordinance, the notice shall specify the
place(s), date and time of meeting. The notice convening an annual general meeting shall
specify the meeting as such, and the notice convening a meeting to pass a special resolution
shall specify the intention to propose the resolution as a special resolution. There shall appear
on every such notice with reasonable prominence a statement that a member entitled to attend
and vote is entitled to appoint one or more proxies to attend and vote instead of him and that
a proxy needs not be a member of the Company.
14
Notwithstanding that a meeting of the Company is called by shorter notice than that
specified in the Articles of Association or required by the Companies Ordinance, it shall be
deemed to have been duly called if it is so agreed:
(a) in the case of a meeting called as the annual general meeting, by all the members
of the Company entitled to attend and vote thereat; and
(b) in the case of any other meeting, by a majority in number of the members of the
Company having a right to attend and vote thereat, being a majority together holding
not less than ninety-five (95)% of the shares giving that right.
15
11 Article 63
12 Article 64
13 Article 65
14 Article 66
15 Article 67
APPENDIX IV SUMMARY OF THE ARTICLES OF ASSOCIATION
– IV-4 –


--- page 827 ---
The accidental omission to give notice of a meeting or (in cases where instruments of
proxy are sent out with the notice), the accidental omission to send such instrument of proxy
to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled
to receive such notice shall not invalidate the proceedings at that meeting.
16
VOTING AT GENERAL MEETINGS
Subject to the provisions of the Companies Ordinance, the Articles of Association and any
special rights, privileges or restrictions as to voting for the time being attached to any class or
classes of shares, every member who (being an individual) is present in person or (being a
corporation) is present by a representative duly authorized at any general meeting shall be
entitled, on a show of hands, to one (1) vote only and, on a poll, to one (1) vote for every fully
paid-up share of which he is the holder.
17
On a poll, votes may be given either personally or by proxy or (in the case of a corporate
member) by a duly authorized representative. A member entitled to more than one (1) vote need
not use all his votes or cast all the votes he uses in the same way.
18
In the case of joint holders, the vote of the senior who tenders a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and
seniority shall be determined by the order in which the names stand in the Register in respect
of such share.
19
Where any member is, under the Listing Rules, required to abstain from voting on any
particular resolution or restricted to voting only for or only against any particular resolution,
any vote cast by or on behalf of such member of the Company in contravention of such
requirement or restriction shall not be counted.
20
DIRECTORS NEED NOT BE MEMBERS
A director need not hold any shares in the Company. A director who is not a member of
the Company shall nevertheless be entitled to attend and speak at general meetings. 21
16 Article 68
17 Article 82
18 Article 83
19 Article 84
20 Article 89
21 Article 102
APPENDIX IV SUMMARY OF THE ARTICLES OF ASSOCIATION
– IV-5 –


--- page 828 ---
BORROWING POWERS
The directors may exercise all the powers of the Company to borrow money and to
mortgage or charge all or any part of the undertaking, property and assets (present and future)
and uncalled capital of the Company and to issue debentures, debenture stocks, bonds and other
securities, whether outright or as collateral security for any debt, liability or obligation of the
Company or of any third party.
22
APPOINTMENT, REMOV AL AND RETIREMENT OF DIRECTORS
The Company may, from time to time, by ordinary resolution elect any person to be a
director either to fill a casual vacancy or as an addition to the board of directors. 23
No person (other than a director retiring in accordance with the Articles of Association)
shall be eligible for election to the office of director at any general meeting under the last
paragraph unless:
(i) he is recommended by the board of directors for re-election; or
(ii) he is nominated by notice in writing by a member of the Company (other than the
person to be proposed) entitled to attend and vote at the meeting, and such notice of
nomination shall be given to the Company Secretary within the seven-day period (or
a longer period as may be determined by the directors from time to time)
commencing no earlier than the day after the despatch of the notice of such meeting
and ending no later than seven (7) days prior to the date appointed for such meeting.
The notice of nomination shall be accompanied by a notice signed by the proposed
candidate indicating his willingness to be appointed or re-appointed.
24
Without prejudice to the power of the Company in general meeting in accordance with
any of the provisions of these Articles to appoint any person to be a director, the board of
directors shall have power, exercisable at any time and from time to time, to appoint any other
person as a director, either to fill a casual vacancy or as an addition to the board of directors,
provided that the number of directors so appointed shall not exceed the maximum number (if
any) determined pursuant to these Articles. Any directors so appointed shall hold office only
until the next following annual general meeting of the Company, and shall then be eligible for
re-election, but shall not be taken into account in determining the directors or the number of
directors who are to retire by rotation at each annual general meeting.
25
22 Article 118
23 Article 106(a)
24 Article 106(b)
25 Article 107
APPENDIX IV SUMMARY OF THE ARTICLES OF ASSOCIATION
– IV-6 –


--- page 829 ---
The Company may, at any general meeting convened and held in accordance with the
Companies Ordinance, by ordinary resolution remove any director before the expiration of his
period of service notwithstanding anything in the Articles of Association or in any agreement
between him and the Company (but without prejudice to any claim he may have for damages
for termination of such agreement not in accordance with its terms), and may, if thought fit,
by ordinary resolution appoint another person in his stead. Any person so elected shall hold
office for such time only as the director in whose place he is elected would have held the same
if he had not been removed.
26
The office of a director shall ipso facto be vacated if:
(a) if he ceases to be a director by virtue of any provision of the Companies Ordinance
or the Companies (Winding Up and Miscellaneous Provisions) Ordinance or he
becomes prohibited by law or court order from being a director;
(b) if he becomes bankrupt or a receiving order (or, in the case of a company, a winding
up order) is made against him or he makes any arrangement or composition with his
creditors generally;
(c) if he is, or may be, suffering from mental disorder and an order is made by a court
claiming jurisdiction in that behalf (whether in Hong Kong or elsewhere) in matters
concerning mental disorder for his detention or for the appointment of a receiver,
curator bonis or other person by whatever name called to exercise powers with
respect to his property or affairs;
(d) if he is absent from meetings of the board of directors during a continuous period
of six (6) successive months without special leave of absence from the board of
directors, and his alternate director (if any) shall not during such period have
attended such meetings in his stead, and the board of directors passes a resolution
that he has by reason of such absence vacated his office;
(e) if he is removed from office by notice in writing served upon him signed by all other
directors;
(f) if he serves on the Company notice of his wish to resign, in which case he shall
vacate office on the service of such notice to the Company or such later time as is
specified in such notice;
(g) if he is removed by ordinary resolution in accordance with the Companies Ordinance
or in the manner provided in the last paragraph; or
(h) if he is convicted of an indictable offense.
26 Article 109
APPENDIX IV SUMMARY OF THE ARTICLES OF ASSOCIATION
– IV-7 –


--- page 830 ---
If the office of a director is vacated for any reason, he shall cease to be a member of any
committee or sub-committee appointed by the board of directors. 27
DIRECTORS’ REMUNERATION AND EXPENSES
The directors shall be entitled to receive by way of remuneration for their services such
sum as is from time to time determined by the Company in general meeting, such sum (unless
otherwise directed by resolution by which it is voted) is to be divided amongst the directors in
such proportions and in such manner as the board of directors may agree, or failing agreement,
equally, except that in such event any director holding office for less than the whole of the
relevant period in respect of which the remuneration is paid shall only rank in such division
in proportion to the time during such period for which he has held office. The foregoing shall
not apply to a director who holds any salaried employment or office in the Company in the case
of sums paid in respect of directors’ fees.
28
The directors shall also be entitled to be repaid their reasonable traveling, hotel and other
expenses incurred by them in or about the performance of their duties as directors, including
their expenses of traveling to and from board meetings, committee meetings or general
meetings or otherwise incurred whilst engaged on the business of the Company or on the
discharge of their duties as directors.
29
The board of directors may grant special remuneration to any director who, being called
upon, shall perform any special or extra services to or at the request of the Company. Such
special remuneration may be made payable to such director in addition to or in substitution for
his ordinary remuneration (if any) as a director, and may, without prejudice to the provisions
in relation to ordinary remuneration, be made payable by a lump sum or by way of salary,
commission or participation in profits or otherwise as the board of directors may decide.
30
DIRECTORS’ INTERESTS
If a director or any entity connected with the director is in any way, whether directly or
indirectly, interested in a transaction, arrangement or contract or proposed transaction,
arrangement or contract with the Company, such director shall declare the nature and extent of
his interest or his connected entities’ interest at a meeting of the directors at which the question
of entering into the transaction, arrangement or contract is first taken into consideration, if he
knows his interest then exists, or in any other case as soon as reasonably practicable, and in
any event at the first meeting of directors after he knows that he is or has become so interested.
Such declaration shall be made in accordance with the Companies Ordinance, the Articles of
27 Article 110
28 Article 103
29 Article 104
30 Article 105
APPENDIX IV SUMMARY OF THE ARTICLES OF ASSOCIATION
– IV-8 –


--- page 831 ---
Association and any other requirements prescribed by the Company for the declaration of
interests of directors in force from time to time. References to an entity connected with a
director shall be construed in accordance with section 486 of the Companies Ordinance.
31
A general notice in writing given by a director to other directors at a board meeting to the
effect that he is a member or a director of a specified company or firm, and is to be regarded
as interested in any contract, transaction, arrangement or dealing which may, after the date of
the notice, be entered into or made with that company or firm, shall be deemed to be a
sufficient declaration of interest in relation to any contract, transaction, arrangement or dealing
so entered into or made if such declaration is made in accordance with the provisions of the
Companies Ordinance.
32
A director may:
(i) hold any other office or place of profit under the Company (other than the office of
Auditor) in conjunction with his office of director for such period and on such terms
as the directors may determine and may be paid such extra remuneration for so doing
as the directors may determine, either in addition to or in lieu of any remuneration
provided for by or pursuant to the Articles of Association;
(ii) act by himself or his firm in a professional capacity for the Company (other than as
auditor), and he or his firm shall be entitled to remuneration for professional
services as if he were not a director; and
(iii) continue to be or become a director or other officer of, or otherwise interested in,
any company promoted by the Company or in which the Company may be interested
as a shareholder or otherwise, and no such director shall be accountable to the
Company for any remuneration or other benefit received by him as a director or
officer of, or from his interest in, such other company. The directors may exercise
the voting powers conferred by the shares in any other company held or owned by
the Company, or exercisable by them as directors of such other company in such
manner in all respects as they think fit (including the exercise thereof in favor of any
resolution appointing themselves or any of them directors, managing directors, joint
managing directors, deputy managing directors or officers of such company) and any
director may vote in favor of the exercise of such voting rights in the manner
aforesaid notwithstanding that he may be, or is about to be appointed a director or
officer of such a company, and that as such he is or may become interested in the
exercise of such voting rights in manner aforesaid.
33
31 Article 122
32 Article 123
33 Article 124(a)
APPENDIX IV SUMMARY OF THE ARTICLES OF ASSOCIATION
– IV-9 –


--- page 832 ---
Subject to the provisions of the Companies Ordinance, no director or intended director
shall be disqualified by his office from contracting with the Company, nor shall any contract,
transaction or arrangement entered into by or on behalf of the Company with any director or
any firm or company in which any director is in any way interested be liable to be avoided, nor
shall any director so contracting or being so interested be liable to account to the Company for
any profit, remuneration or other benefits realized by any such contract, transaction or
arrangement by reason only of such director holding that office or of any fiduciary relationship
thereby established, provided that such director shall duly declare the nature and extent of his
interest in any contract, transaction or arrangement in accordance with the Articles of
Association.
34
A director shall not vote (or be counted in the quorum) on any resolution of the board of
directors in respect of any contract or transaction or arrangement or proposal in which he or
any of his close associates, is to his knowledge, materially interested, and if he shall do so his
vote shall not be counted (nor shall he be counted in the quorum for that resolution), but this
prohibition shall not apply to and the directors may vote (and be counted in the quorum) in
respect of any resolution concerning any one or more of the following matters:
(a) the giving by the Company of any security or indemnity to him or any of his close
associates in respect of money lent or obligations incurred or undertaken by him or
any of them at the request of or for the benefit of the Company or any of its
subsidiaries;
(b) the giving by the Company of any security or indemnity to a third party in respect
of a debt or obligation of the Company or any of its subsidiaries for which he
himself or any of his close associates has assumed responsibility in whole or in part
whether alone or jointly under a guarantee or indemnity or by the giving of security;
(c) any proposal concerning an offering of shares or debentures or other securities of or
by the Company or any other company which the Company may promote or be
interested in for subscription or purchase where he or any of his close associates is
or is to be interested as a participant in the underwriting or sub-underwriting of the
offer;
(d) any proposal concerning any other company in which he or his close associates are
interested only, whether directly or indirectly, as an officer or executive or
shareholder or in which he or his close associates are beneficially interested in
shares of that company, provided that he and any of his close associates are not in
aggregate beneficially interested in five (5)% or more of the issued shares of any
class of the share capital of such company (or of any third company through which
his interest or that of his close associates is derived) or of the voting rights;
34 Article 124(b)
APPENDIX IV SUMMARY OF THE ARTICLES OF ASSOCIATION
– IV-10 –


--- page 833 ---
(e) any proposal or arrangement concerning the benefit of employees of the Company
or its subsidiaries including:
(i) the adoption, modification or operation of any employees’ share scheme or any
share incentive or share option scheme under which he or his close associates
may benefit; or
(ii) the adoption, modification or operation of a pension fund or retirement, death
or disability benefit scheme which relates both to him, his close associates and
employees of the Company or of any of its subsidiaries and does not provide
in respect of him or his close associates any privilege or advantage not
generally accorded to the class of persons to whom such scheme or fund
relates; and
(f) any contract or arrangement in which he or any of his close associates is interested
in the same manner as other holders of shares or debentures or other securities of the
Company by virtue only of his interest in shares or debentures or other securities of
the Company.
35
References herein to a contract include references to any proposed contract and to any
transaction or arrangement whether or not constituting a contract.
If any question shall arise at any board meeting as to the materiality of the interest of a
director (other than the chairman of the meeting) or as to the entitlement of any director (other
than such chairman) to vote or be counted in the quorum and such question is not resolved by
his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such
question shall be referred to the chairman of the meeting and his ruling in relation to the
director concerned shall be final and conclusive except in a case where the nature or extent of
the interest of the director or any of his close associates concerned so far as known to him has
not been fairly disclosed to the board of directors. If any question as aforesaid shall arise in
respect of the chairman of the meeting or any of his close associates, such question shall be
decided by a resolution of the board of directors (for which purpose such chairman shall not
be counted in the quorum and shall not vote thereon) and such resolution shall be final and
conclusive except in a case where the nature or extent of the interest of such chairman so far
as known to him has not been fairly disclosed to the board of directors.
36
35 Article 125(1)
36 Article 125(2)
APPENDIX IV SUMMARY OF THE ARTICLES OF ASSOCIATION
– IV-11 –


--- page 834 ---
Subject to the provisions of the Companies Ordinance, the Company may by ordinary
resolution suspend or relax the provisions of the Articles of Association to any extent or ratify
any transaction not duly authorized by reason of a contravention of the Articles of
Association.
37
DIVIDENDS
Subject to the provisions of the Companies Ordinance, the Company may by ordinary
resolution declare a dividend to be paid to the members of the Company, according to their
respective right and interests in the profits, and may fix the time for payment of such dividend,
but no dividend shall exceed the amount recommended by the directors. No dividend shall be
payable except out of the profits or other distributable reserves of the Company.
38
Unless and to the extent that the Articles of Association or the rights attached to any
shares or the terms of issue thereof otherwise provide, all dividends shall (as regards any shares
not fully paid throughout the period in respect of which the dividend is paid) be apportioned
and paid pro rata according to the amounts paid on the shares during any portion or portions
of the period in respect of which the dividend is paid. No amount paid on a share in advance
of calls shall be treated as paid on the share.
39
The directors may, if they think fit, from time to time, resolve to pay to the members such
interim dividends as appear to the directors to be justified. If at any time the share capital of
the Company is divided into different classes the directors may resolve to pay such interim
dividends in respect of those shares in the capital of the Company which confer on the holders
thereof deferred or non-preferred rights as well as in respect of those shares which confer on
the holders thereof preferential or special rights in regard to dividend, and provided that the
directors act bona fide they shall not incur any responsibility to the holders of shares conferring
a preference for any damage that they may suffer by reason of the payment of an interim
dividend on any shares having deferred or non-preferred rights. The directors may also resolve
to pay at half-yearly or at other suitable intervals to be settled by them any dividend which may
be payable at a fixed rate if they are of the opinion that the payment is justified.
40
The board of directors can offer shareholders the right to choose to receive extra shares,
which are credited as fully paid up, instead of some or all of their cash dividends. The basis
of such allotment shall be determined by the board of directors and the board of directors shall
give notice in writing to the shareholders of their rights of election accorded to them and shall
send with such notice forms of election and specify the procedure to be followed and the place
at which and the latest date and time by which duly completed forms of election must be lodged
37 Article 125(3)
38 Article 138
39 Article 139
40 Article 145
APPENDIX IV SUMMARY OF THE ARTICLES OF ASSOCIATION
– IV-12 –


--- page 835 ---
in order to be effective. The shares allotted shall rank pari passu in all respects with the fully
paid shares then in issue save only as regards participation in the relevant dividends or any
other distributions, bonuses or rights paid, made, declared or announced prior to or
contemporaneously with the payment or declaration of the relevant dividends.
41
The directors may distribute in specie or in kind among the members of the Company in
satisfaction in whole or in part of any dividend, any of the assets of the Company, and in
particular any shares or securities of other companies to which the Company is entitled, and
where any difficulty arises in regard to the distribution the board of directors may settle the
same as it thinks expedient, and in particular may issue fractional certificates, disregard
fractional entitlements or round the same up or down, and may fix the value for distribution
of such specific assets, or any part thereof, and may determine that cash payments shall be
made to any members of the Company upon the footing of the value so fixed in order to adjust
the rights of all parties, and may vest any such specific assets in trustees as may seem expedient
to the board of directors and may appoint any person to sign any requisite instrument(s) of
transfer and other documents on behalf of the persons entitled to the dividend and such
appointment shall be effective. Where required, a contract shall be filed in accordance with the
provisions of the Companies Ordinance and the board of directors may appoint any person to
sign such contract on behalf of the persons entitled to the dividend and such appointment shall
be effective.
42
UNTRACEABLE SHAREHOLDERS
Without prejudice to the rights of the Company, the Company may cease sending cheques
for dividend entitlements or dividend warrants by post if such cheques or warrants have been
left uncashed on two (2) consecutive occasions. However, the Company may exercise the
power to cease sending cheques for dividend entitlements or dividend warrants after the first
occasion on which such a cheque or warrant is returned undelivered.
43
The Company shall be entitled to sell, in such manner as the board of directors thinks fit,
any shares of a member of the Company, or any shares to which a person is entitled by
transmission, if:
(i) all cheques or warrants, being not less than three (3) in a total number, for any sum
payable in cash to the holder of such shares in respect of them sent during the
relevant period in the manner authorized by the Articles of Association of the
Company have remained uncashed;
41 Article 143
42 Article 148
43 Article 166
APPENDIX IV SUMMARY OF THE ARTICLES OF ASSOCIATION
– IV-13 –


--- page 836 ---
(ii) so far as it is aware at the end of the relevant period, the Company has not at any
time during the relevant period received any indication of the existence of the
shareholder who is the holder of such shares or of a person entitled to such shares
by death, bankruptcy or otherwise;
(iii) on or after the expiry of the relevant period the Company has caused advertisements
to be published in English in at least one (1) English language newspaper and in
Chinese in at least one (1) Chinese language newspaper circulating in Hong Kong
giving notice of its intention to sell the share;
(iv) during the period of three (3) months following the publication of those
advertisements or the first of the advertisements if they are published on different
dates, the Company has not received any communication from a member of the
Company or the person entitled by transmission to the share; and
(v) the Company has notified the Stock Exchange of its intention to sell such shares.
For this purpose, “relevant period” means the period commencing twelve (12) years
before the date of publication of the relevant advertisement and ending at the expiry of the
period referred to in the above sub-paragraph (iii).
44
To give effect to any such sale pursuant the Articles of Association, the board of directors
may authorize any person to transfer the said shares and execute the instrument of transfer. The
purchaser shall not be bound to see to the application of the purchase money nor shall his title
to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.
The net proceeds of the sale will belong to the Company and upon receipt by the Company of
such proceeds, it shall become indebted to the former member of the Company by carrying all
moneys in respect thereof to a separate account for an amount equal to such net proceeds. No
trust shall be created in respect of such debt and no interest shall be payable in respect of it,
and the Company shall not be required to account for any money earned from the net proceeds
which may be employed in the business of the Company or as it thinks fit.
45
44 Article 167(a)
45 Article 167(c)
APPENDIX IV SUMMARY OF THE ARTICLES OF ASSOCIATION
– IV-14 –


--- page 837 ---
WINDING UP
If the Company shall be wound up, the surplus assets remaining after payment to all
creditors shall be divided among the members of the Company in proportion to the capital paid
up on the shares held by them respectively, and if such surplus assets shall be insufficient to
repay the whole of the paid-up capital, they shall be distributed so that, as nearly as may be,
the losses shall be borne by the members of the Company in proportion to the capital paid up
on the shares held by them respectively. The winding up is subject to the rights of the holders
of any shares which may be issued on special terms or conditions.
46
If the Company shall be wound up, the liquidator (whether voluntary or official) may,
with the sanction of a special resolution, divide among the members of the Company in specie
or kind the whole or any part of the assets of the Company or vest any part of the assets of the
Company in trustees upon such trusts for the benefit of the members or any of them as the
resolution shall provide. Any such resolution may provide for and sanction a distribution of any
specific assets amongst different classes of members otherwise than in accordance with their
existing rights.
47
INDEMNITY
Subject to the provisions of the Companies Ordinance and the Articles of Association, but
without prejudice to any indemnity to which a director may otherwise be entitled, every
director, former director, responsible person, senior management, officer or auditor of the
Company shall be indemnified out of the assets of the Company against any liability, loss, or
expenses that arise from any form of legal proceedings related to their actual or alleged actions
or omissions in their capacity as the Company’s official.
48
46 Article 169
47 Article 170
48 Article 172
APPENDIX IV SUMMARY OF THE ARTICLES OF ASSOCIATION
– IV-15 –


--- page 838 ---
INFORMATION RELATING TO AIX AND HONG KONG LA WS, RULES,
REGULATIONS AND CODES
Our Company intends to list its Shares on the Hong Kong Stock Exchange and the AIX.
We set out below a summary of the major differences between the Listing Rules and the AIX
Business Rules, certain applicable laws and regulations of Hong Kong, the Takeovers Code and
certain relevant regulations concerning companies with listed securities.
However, this summary is for general guidance only and is not and shall not be relied on
as legal advice or any other advice to Shareholders. The summary is not meant to be a
comprehensive or exhaustive description of all the relevant AIX and Hong Kong laws, rules
and regulations. In addition, Shareholders should also note that the laws, rules and regulations
applicable to our Company and Shareholders may change, whether as a result of proposed
legislative reforms to the Hong Kong or AIX or AIFC laws, rules or regulations or otherwise.
Prospective investors and/or Shareholders should consult their own legal advisors for
specific legal advice concerning their legal rights and obligations under Hong Kong laws and
AIX and AIFC regulations. In the event of any conflict between the Hong Kong laws, rules and
regulations, including but not limited to the Listing Rules, the Takeovers Code and Part XV of
the SFO, on the one hand, and the AIX or AIFC rules and regulations, including but not limited
to the AIX Business Rules (which include AIX Market Disclosure Rules, AIX Markets Listing
Rules, AIX Admission and Disclosure Standards, AIX Mining Company Rules) and AIFC
Market Rules, on the other hand, we shall comply with the more restrictive and stringent rule.
The Sole Sponsor and our Directors are not aware of any major conflicts between the Listing
Rules and the AIX Business Rules, which may cause difficulties to us to comply with the rules
under both regimes.
I. Summary of the Major Differences between the Listing Rules, Certain Applicable
Hong Kong Laws, the AIX Business Rules and AIFC Market Rules
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
REPORTING REQUIREMENTS
Issuers in Hong Kong are required to
comply with disclosure obligations under
the Listing Rules upon the occurrence of
the events which are prescribed therein.
In the case that our Company makes a
disclosure pursuant to the Listing Rules, it
will make the same disclosure in AIX.
Issuers in AIX are required to comply with
disclosure obligations under the AIX
Business Rules (which include Market
Disclosure Rules, AIX Markets Listing
Rules, Admission and Disclosure Standards
for Issuers) and AIFC Market Rules upon
the occurrence of the events which are
prescribed therein.
In the case that our Company makes a
disclosure pursuant to the Hong Kong
Listing Rules, it will make the same
disclosure in AIX. AIX, in its reasonable
discretion, may require the Company to
make additional disclosures when
necessary to protect the interests of
investors or for other lawful purposes.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-1 –


--- page 839 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
1. Chapter 13 of the Listing Rules
(Continuing Obligations)
Chapter 6 of AIFC Market Rules:
Market Disclosure
Rule 13.09, Listing Rules: General
Obligation of Disclosure
MAR 6.1, AIFC Market Rules: Public
disclosure of Inside Information
(1) Without prejudice to Rule 13.10
of the Listing Rules, where in
the view of the Stock Exchange
there is or there is likely to be a
false market in an issuer’s
securities, the issuer must, as
soon as reasonably practicable
after consultation with the Stock
Exchange, announce the
information necessary to avoid a
false market in its securities.
Notes :
(1) This obligation exists
whether or not the Stock
Exchange makes enquiries
under Rule 13.10 of the
Listing Rules.
(2) If an issuer believes that
there is likely to be a false
market in its listed
securities, it must contact
the Stock Exchange as
soon as reasonably
practicable.
MAR 6.1.1, AIFC Market Rules:
Obligation to disclose Inside Information
to the public
An issuer must inform the public as soon as
possible of inside information which
directly concerns that issuer.
MAR 6.1.2, AIFC Market Rules:
Requirements for public disclosure of
Inside Information
The issuer:
(a) must ensure that the inside
information is made public in a
manner which enables fast access and
complete, correct and timely
assessment of the information by the
public; and
(b) must not combine the disclosure of
inside information to the public with
the marketing of its activities; and
(c) must post and maintain on its website
for a period of at least five years, all
inside information it is required to
disclose publicly.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-2 –


--- page 840 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(2) (a) Where an issuer is required
to disclose inside
information under the
Inside Information
Provisions (as defined in
the Listing Rules), it must
also simultaneously
announce the information.
(b) An issuer must
simultaneously copy to the
Hong Kong Stock
Exchange any application
to the SFC for a waiver
from disclosure under the
Inside Information
Provisions, and promptly
upon being notified of the
SFC’s decision copy the
Stock Exchange with the
SFC’s decision.
Rule 13.10B, Listing Rules:
Announce Information Disclosed to
Other Stock Exchanges
An issuer must announce any
information released to any other
stock exchange on which its securities
are listed at the same time as the
information is released to that other
exchange.
MAR 6.1.3, AIFC Market Rules:
Delaying disclosure
An issuer may delay disclosure of inside
information to the public provided that all
of the following conditions are met:
(a) immediate disclosure is likely to
prejudice the legitimate interests of
the issuer; and
(b) delay of disclosure is not likely to
mislead the public; and
(c) the issuer is able to ensure the
confidentiality of that information.
MAR 6.1.4, AIFC Market Rules:
Delaying disclosure — protracted
process
In case of protracted process that occurs in
stages and that is intended to bring about,
or that results in, particular circumstance or
a particular event, an issuer may delay the
public disclosure of inside information
relating to this process, subject to MAR
6.1.3.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-3 –


--- page 841 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
MAR 6.1.6, AIFC Market Rules:
Obligation to disclose to the public when
confidentiality is no longer ensured
Where disclosure of inside information has
been delayed in accordance with MAR
6.1.3 or MAR 6.1.4 and the confidentiality
of that inside information is no longer
ensured, the issuer must disclose that inside
information to the public as soon as
possible.
Guidance: Obligation to disclose to the
public when confidentiality is no longer
ensured.
MAR 6.1.6 would apply to situations where
a rumour explicitly relates to inside
information the disclosure of which has
been delayed in accordance with MAR
6.1.3 or MAR 6.1.4 where that rumour is
sufficiently accurate to indicate that the
confidentiality of that information is no
longer ensured.
MAR 6.1.7, AIFC Market Rules:
Disclosure of Inside Information in the
normal course of the exercise of an
employment, profession or duties
Where an issuer, or a person acting on their
behalf or for their account, discloses any
inside information to any third party in the
normal course of the exercise of an
employment, profession or duties as
referred to in MAR 5.2.65 (Unlawful
Disclosure of Inside Information):
(a) they must make complete and
effective public disclosure of that
information, simultaneously in the
case of an intentional disclosure, and
promptly in the case of a non-
intentional disclosure; but
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-4 –


--- page 842 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(b) the obligation in (a) does not arise
where the person receiving the
information owes a duty of
confidentiality, whether such duty is
based on law, regulations, on articles
of association or on a contract.
MAR 6.5, AIFC Market Rules: Other
matters concerning market disclosure
(1) An issuer must disclose to the public
any other matters prescribed by the
market disclose rules of the AIX on
which it has securities or units
admitted to the Official List.
(2) Subject to (3) below if an issuer that
has its securities of the same class
admitted to trading on an equivalent
regulated exchange complies with the
corresponding requirements of market
disclosure rules and regulations in the
jurisdiction of such equivalent
regulated exchange, it will not be
required to make any additional
disclosure under market disclosure
requirements of the AFSA beyond
those disclosures such issuer makes in
the jurisdiction of such equivalent
regulated exchange, provided that the
same information is released on AIX
at the same time as in that other
jurisdiction, subject to the manner of
market disclosure and English
language requirement prescribed in
the AIX Business Rules.
Notwithstanding that, AFSA and/or
AIX, in their reasonable discretion,
may require the issuer to make
additional disclosures when necessary
to protect the interests of investors or
other lawful purposes.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-5 –


--- page 843 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(3) If an issuer is in breach of the
requirements of, or is released from,
disclosure obligations (as a result of
delisting or otherwise) under, market
disclosure rules and regulations in the
jurisdiction of the relevant equivalent
regulated exchange, the issuer must
comply with all relevant market
disclosure requirements of the AFSA
and AIX on which securities of the
issuer are admitted to trading.
Note: Pursuant to AFSA Notice
No. AFSA-N-NB-2022-0001
dated 20 April 2022 the Stock
Exchange, i.e., its Main
Board and Growth Enterprise
Market, was recognised to be
equivalent regulated
exchange.
Chapter MDR 2 (R) of Market
Disclosure Rules: Disclosure of Inside
Information
Rule MDR 2.1, Market Disclosure Rules:
Timely disclosure
MDR 2.1.1 An issuer must make timely of
public disclosure inside information in the
accordance with requirements in this
section.
MDR 2.1.2 An issuer must ensure that the
disclosure it makes pursuant to Rule MDR
2.1.1 is not misleading, false or deceptive
and does not omit anything likely to affect
the import of the information.
MDR 2.1.3 For the purposes of complying
with the requirement in Rule MDR 2.1.1,
the issuer must, subject to Rule MDR 2.3
and 2.4, make disclosure as soon as
possible and in the manner specified in
Rule MDR 7.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-6 –


--- page 844 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
MDR 2.1.4 (G)
(1) An issuer is required to publicly
disclose inside information as soon as
possible. In practice, a short period
before announcing inside information
is permitted where an issuer is
affected by an unexpected event and
the issuer needs to clarify the
situation or take legal advice so that
any information released is accurate
and not misleading. Any delay should
be limited to a period no longer than
is reasonably necessary in the
circumstances. Where there is a
danger of the information leaking out
in the meantime, the issuer should
make a holding announcement giving
an outline of the subject matter of the
announcement, the reasons why a full
announcement cannot yet be made
and undertaking to make a full
announcement as soon as possible.
(2) For the disclosure to be not
misleading, false or deceptive, an
issuer should provide information that
is accurate, factual and complete. Any
incomplete or inaccurate information,
such as omission of relevant
information, would be misleading or
deceptive. Information should be
provided in an easy to understand
manner and not for promotional
purposes. The use of imprecise and
confusing language such as ‘double
digit’ or ‘in excess of last year’ should
be avoided as it does not allow
investors to properly assess the
information for the purpose of making
an informed decision relating to the
relevant securities.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-7 –


--- page 845 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(3) Where an issuer realises that it has or
may have breached its continuous
disclosure obligations, it should
contact AIX to discuss the matter and
seek guidance on remedying the
situation and on taking steps to ensure
that similar breaches are prevented
from recurring.
(4) A confidentiality agreement should
not prevent an entity from complying
with its obligations relating to the
disclosure of inside information.
(5) If, for any reason, an issuer is unable,
or unwilling to make a holding
announcement it may be appropriate
for the issuer to file a report pursuant
to Rule MDR 2.5 (R) and for the
trading of its securities to be
suspended until the issuer is in a
position to make an announcement.
(6) Identifying Inside Information
Inside information is defined in AIFC
MAR Rules 5.2.
Relationship between continuous
disclosure and periodic disclosures
(10) Periodic disclosures by issuers are
required in a number of
circumstances, and examples can
include semi-annual and annual
reports and financial statements,
prospectuses, bidder’s statements and
target’s statements.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-8 –


--- page 846 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(11) In the course of preparing these
disclosure documents, issuers may
become aware of inside information
which was previously insufficiently
precise to warrant disclosure. In such
circumstances, an issuer should not
defer releasing that information until
the periodic disclosure or other
document is finalised. In such
circumstances, an issuer is expected
to make an announcement containing
the Inside Information as soon as
possible.
Concurrent disclosure on AIX and other
Regulated exchanges
(12) Issuers with securities of the same
class admitted to trading in other
regulated exchanges should ensure
that the release of announcements
containing inside information is
coordinated across jurisdictions and
made to such regulated exchange and
AIX at the same time. Issuers with
securities of the same class admitted
to trading in other regulated
exchanges must announce to AIX any
information released to such regulated
exchange at the same time as
information is released to that other
regulated exchange. If the
requirements of the other regulated
exchange for disclosure are stricter
than in the AIFC and AIX, the issuer
must ensure that the same information
is released in the AIX and AIFC as in
that other regulated exchange.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-9 –


--- page 847 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
MDR 2.1.4 (R)
(13) If an issuer that has its securities of
the same class admitted to trading on
an equivalent regulated exchange as a
primary listing complies with the
corresponding requirements of market
disclosure rules and regulations in the
jurisdiction of such equivalent
regulated exchange, it will not be
required to make any additional
disclosure under these AIX Market
Disclosure Rules beyond those
disclosures such issuer makes in the
jurisdiction of such equivalent
regulated exchange, provided that the
same information is released on AIX
at the same time as in that other
jurisdiction, subject to Rule MDR 7 in
relation to the manner of market
disclosure and Rule BRG 6.1 in
relation to the use of the English
language. Notwithstanding that, AIX,
in its reasonable discretion, may
require the issuer to make additional
disclosures when necessary to protect
the interests of investors or for other
lawful purposes.
If an issuer is in breach of the
requirements of, or is released from,
disclosure obligations (as a result of
delisting or otherwise) under, market
disclosure rules and regulations in the
jurisdiction of the relevant equivalent
regulated exchange, the issuer must
comply with all relevant market
disclosure rules set in the AIFC
Market Rules and AIX Business
Rules.
Note: This rule MDR 2.1.4 (R) (13)
provides for the similar
concessions/regulation as
Rule 6.5 of AIFC Market
Rules.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-10 –


--- page 848 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(14) Issuers must not delay an
announcement in the AIFC in order to
wait for a market to open in another
jurisdiction, subject to the following
provisions of this rule MDR
2.1.4(14).
When AIX is a secondary exchange and the
AIX market opens earlier than the primary
exchange, the issuer must inform AIX of
the proposed time of the upcoming
disclosure of the price sensitive
information before the AIX market opens.
AIX shall not disclose such information
earlier than the time advised for its release
to the primary exchange, and may consider
whether to suspend trading of the securities
of the issuer until such release.
If the issuer is required to notify
information to AIX at a time when AIX is
not open for business, it must distribute the
information as soon as possible to AIX for
release as soon as it opens.
Rule MDR 2.2 (R), Market Disclosure
Rules: Delaying disclosure
An issuer may delay market disclosure of
inside information so as not to prejudice its
legitimate interests provided that:
(a) the conditions of AIFC Market Rules
6.1.3 are met; and
(b) if the information is to be selectively
disclosed to a person prior to market
disclosure, disclosure is made in
accordance with the requirements in
Rule MDR 2.3.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-11 –


--- page 849 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
Rule MDR 2.3 (R), Market Disclosure
Rules: Selective disclosure
MDR 2.3.1 (R) For the purposes of Rule
MDR 2.2(b), an issuer may selectively
disclose inside information to a person
prior to making market disclosure of such
information only if:
(a) it is for the purposes of the exercise
by such a person of his/her
employment, profession or duties;
(b) that person owes to the issuer a duty
of confidentiality, whether based on
law, contract or otherwise; and
(c) the issuer has provided to that person,
except where that person is an
authorised representative of AIX or
the AFSA, a written notice as
specified in Rule MDR 2.3.3.
MDR 2.3.2 (R) For the purposes of Rule
MDR 2.3.1(a), the persons whose exercise
of employment, profession or duties may
warrant selective disclosure are as follows:
(a) any adviser and underwriter;
(b) an agent employed by the issuer to
release the information;
(c) persons with whom the issuer is
negotiating with a view to effecting a
transaction or raising finance,
including prospective underwriters,
providers of finance or loans or the
placement of the balance of a rights
issue not taken up by shareholders;
(d) AIX, AFSA or another financial
services regulator where such
disclosure is necessary or desirable
for the regulator to perform its
functions;
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-12 –


--- page 850 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(e) a person to whom the issuer discloses
information in accordance with a
lawful requirement;
(f) a major shareholder of the issuer; or
(g) any other person to whom it is
necessary to disclose the information
in the ordinary course of business of
the issuer.
MDR 2.3.3 (R) For the purposes of Rule
MDR 2.3.1(c), the issuer must, before
making disclosure to a person, provide to
that person a written notice that:
(a) the information is provided in
confidence and must not be used or be
allowed to be used for a purpose other
than the purpose for which it is
provided; and
(b) the recipient must take reasonable
steps to ensure that the recipient or
any person having access to the
information through the recipient
does not deal in the relevant
securities, or any other related
investment, or disclose such
information without legitimate
reason, prior to market disclosure of
that information by the issuer.
MDR 2.3.4 (R) Where an issuer makes
selective disclosure of inside information
pursuant to Rule MDR 2.3.1, it must ensure
that a full announcement is made to the
market as soon as possible, and in any
event, when it becomes aware or has
reasonable grounds to suspect that such
information has or may have come to the
knowledge of any person or persons other
than those to whom the selective disclosure
was made.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-13 –


--- page 851 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
MDR 2.3.5 (G)
(1) It is likely that inside information will
be made known to certain employees
of the issuer. An issuer should put in
place procedures to ensure that
employees do not disclose such
information, whether or not
inadvertently, and that employees are
adequately trained in the
identification and handling of inside
information. An issuer should, in
compliance with Rule MDR 2.5 (R),
also establish and maintain an insider
list.
(2) Rule MDR 2.3 does not excuse an
issuer from its overriding obligation
to disclose inside information as soon
as possible pursuant to Rule MDR
2.1. An issuer which proposes to
delay public disclosure of inside
information should refer to Rule
MDR 2.2, which sets out the limited
circumstance in which delaying
disclosure is permitted.
Chapter MDR 6 (R) and Appendix to
Market Disclosure Rules: Table 1
An issuer, other than a listed fund, must on
the occurrence of admission to listing or
trading of the same class of securities on a
regulated exchange or delisting of
securities on such regulated exchange,
make market disclosure as soon as possible
relating to all the relevant details relating
to the admission to listing or trading or
delisting. (4.2)
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-14 –


--- page 852 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
If any other disclosure required to be made
pursuant to the requirements in the
regulated exchange arising from the listing
or trading of the same class of securities on
that regulated exchange where such
disclosure is not made in the AIFC or to the
AIX as soon as such disclosure is made on
the regulated exchange, an issuer, other
than a listed fund, must make market
disclosure of the information required to be
disclosed to the regulated exchange. (4.3)
Rule MLR 21.2 (R), Markets Listing
Rules: Disclosure Requirements
MLR 21.2.3 (R) A listed entity must take
reasonable care to ensure that information,
required to be provided to AIX or disclosed
to the market under these Rules, is not
misleading, false or deceptive and does not
omit anything likely to affect the import of
such information. Any information that the
issuer believes might be securities price
sensitive should be provided to AIX.
Rule 13.51, Listing Rules:
Notification on Changes
Rule 4.1, AIFC Market Rules: Sponsors
An issuer must publish an
announcement as soon as practicable
in regard to:
(1) any proposed alteration of the
issuer’s memorandum or articles
of association or equivalent
documents;
Rule 4.1.10, AIFC Market Rules:
Termination of appointment
Where a person who is required to appoint
a sponsor dismisses the sponsor, the person
must advise the AFSA in writing without
delay of the dismissal, giving details of any
relevant facts and circumstances.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-15 –


--- page 853 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(2) any changes in its directorate or
supervisory committee, and
shall procure that each new
director or supervisor or member
of its governing body shall lodge
with the Stock Exchange as
soon as practicable after the
appointment, the contact
information and personal
particulars required under Rule
3.20(1) of the Listing Rules or
Rule 19A.07A of the Listing
Rules (in such form and manner
prescribed by the Stock
Exchange from time to time).
Where a new director,
supervisor or chief executive is
appointed or the resignation, re-
designation, retirement or
removal of a director, supervisor
or chief executive takes effect,
the issuer must announce the
change as soon as practicable
and include the details required
pursuant to Rule 13.51(2) of the
Listing Rules of any newly
appointed or re-designated
director, supervisor or chief
executive in the announcement;
(3) any change in the rights
attaching to any class of listed
securities and any change in the
rights attaching to any shares
into which any listed debt
securities are convertible or
exchangeable;
Rule 4.1.11, AIFC Market Rules:
Resignation of sponsor
Where a sponsor resigns, it must advise the
AFSA in writing without delay of the
resignation, giving details of any relevant
facts and circumstances.
Rule 4.2, AIFC Market Rules:
Compliance advisers
Rule 4.2.10, AIFC Market Rules:
Termination of appointment
Where an issuer dismisses its compliance
adviser, the issuer must advise the AFSA in
writing without delay of the dismissal,
giving details of all relevant facts and
circumstances.
Rule 4.2.11, AIFC Market Rules:
Resignation of compliance adviser
Where a compliance adviser resigns, the
issuer must without delay advise the AFSA
in writing of the resignation, giving details
of all relevant facts and circumstances.
Chapter MDR 6 (R) and Appendix to
Market Disclosure Rules: Table 1
An issuer, other than a listed fund, must
disclose to the market matters relating to
securities of the issuer, including decisions
relating to dividends (4.1), admission to
listing or trading of the same class of
securities on a regulated exchange or
delisting of securities on such regulated
exchange (4.2), any other disclosure made
pursuant to requirements of another
regulated exchange where such disclosure
is not made in AIFC or AIX. (4.3)
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-16 –


--- page 854 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(4) any change in its auditors or
financial year end, the reason(s)
for the change and any other
matters that need to be brought
to the attention of holders of
securities of the issuer
(including, but not limited to,
information set out in the
outgoing auditors’ confirmation
in relation to the change in
auditors);
(5) any change in its secretary, share
registrar (including any change
in overseas branch share
registrar) or registered address
or where applicable, agent for
the service of process in Hong
Kong or registered office or
registered place of business in
Hong Kong;
(6) any change in its Compliance
Adviser (as defined in the
Listing Rules);
(7) any revision of interim reports,
annual reports or summary
financial reports, the reason
leading to the revision of
published financial reports, and
the financial impacts, if any; and
(8) any change in its website
address.
An issuer, other than a listed fund, must on
the occurrence of any change to the board
of directors of the issuer, including:
(a) the appointment of a new director;
(b) the resignation, retirement or removal
of an existing director; and
(c) changes to any important functions or
executive responsibilities of a
director,
make market disclosure as soon as possible
relating to:
(a) the effective date of the change (if it
has been decided);
(b) whether the position is executive or
non-executive;
(c) whether the position is considered to
be independent; and
(d) the nature of any functions or
responsibility of the position. (2.5)
An issuer, other than a listed fund, must in
case of appointment of a new director
within 7 calendar days of the appointment
make market disclosure relating to:
(a) all directorships past or present held
by the director in any other body
corporate in the previous five years;
(b) the experience of the director;
(c) details of the process by which the
director was selected;
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-17 –


--- page 855 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(d) any unspent convictions relating to
serious criminal offences;
(e) any bankruptcies or individual
voluntary arrangements of the
director;
(f) any compulsory liquidations,
creditors voluntary liquidations,
company voluntary arrangements,
receivership or any composition or
arrangement with creditors generally
or any class of creditors of any body
corporate where such an individual
was the director at the time of or
within the 12 months preceding the
occurrence of such events; and
(g) any public criticism or
disqualification of the individual by a
governmental or regulatory authority
and whether the individual has ever
been disqualified by a court from
acting as a director of a body
corporate or from acting in the
management or conduct of the affairs
of any body corporate or, if there are
no such details to be disclosed, that
fact. (2.6)
An issuer, other than a listed fund, must on
the occurrence of any change of custodian
or depository in relation to certificates
representing shares and debentures, make
market disclosure as soon as possible
relating to the new custodian or depository
and any implication/effect of this change.
(4.4)
An issuer, other than a listed fund, must on
the occurrence of any change to the
accounting reference date, make market
disclosure as soon as possible relating to
the previous and new accounting reference
date, and reasons for the change. (6.4)
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-18 –


--- page 856 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
An issuer, other than a listed fund, must on
the occurrence of change of accounting
date extending the annual accounting
reference period to more than 14 months,
make market disclosure within 6 months of
the old accounting reference date relating
to a second semi-annual report. (6.5)
Rule 13.25A, Listing Rules:
Changes in Issued Shares
Chapter MDR 6 (R) and Appendix to
Market Disclosure Rules: Table 1
(1) In addition and without
prejudice to specific
requirements contained
elsewhere in the Listing Rules,
an issuer must, whenever there
is a change in its issued shares as
a result of or in connection with
any of the events referred to in
Rule 13.25A(2) of the Listing
Rules, submit for publication on
the Stock Exchange’s website a
return in such form and
containing such information as
the Stock Exchange may from
time to time prescribe by not
later than 30 minutes before the
earlier of the commencement of
the morning trading session or
any pre-opening session on the
business day next following the
relevant event.
(2) The events referred to in Rule
13.25A(1) of the Listing Rules
are as follows:
(a) any of the following:
(i) placing;
(ii) consideration issue;
(iii) open offer;
(iv) rights issue;
An issuer, other than a listed fund, must
disclose to the market matters relating to
capital of the issuer, including new issue of
securities and results thereof as follows:
(a) on the occurrence of any proposed
new issue of securities, make market
disclosure as soon as possible after
the decision is made relating to the
class, number and proposed date of
issue and details of the changes to the
share capital resulting from the new
issue proposed. (7.1)
(b) on the occurrence of results of the
new issue make market disclosure as
soon as possible relating to the results
of the issue including: (a) the class,
number and the actual date of the
issue; (b) consideration received; and
(c) details of changes in the share
capital. (7.2)
An issuer, other than a listed fund, must on
the occurrence of any proposed change in a
capital structure, including purchase of
own shares (for cancellation or to be held
as treasury shares), reorganisation of issued
capital structure, conversions, as soon as
possible, make market disclosure of
timetable, terms and effect of the proposed
change, additional information in respect
of share repurchases as per Rule MLR 20.4.
(7.3)
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-19 –


--- page 857 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(v) bonus issue;
(vi) scrip dividend;
(vii) repurchase of shares
or other securities;
(viii) exercise of an option
under the issuer’s
share option scheme
by any of its
directors;
(ix) exercise of an option
other than under the
issuer’s share option
scheme by any of its
directors;
(x) capital
reorganisation; or
(xi) change in issued
shares not falling
within any of the
categories referred
to in Rule
13.25A(2)(a)(i) to (x)
or Rule 13.25A(2)(b)
of the Listing Rules;
and
(b) subject to Rule 13.25A(3)
of the Listing Rules, any of
the following:
(i) exercise of an option
under a share option
scheme other than by
a director of the
issuer;
(ii) exercise of an option
other than under a
share option scheme
not by a director of
the issuer;
An issuer, other than a listed fund, must on
the occurrence of any redemption of listed
securities including details of the number
of securities redeemed and the number of
securities of that class outstanding
following the redemption, as soon as
possible, make market disclosure of class,
number of securities and date of
redemption and details of the changes to
the capital structure resulting from
redemption. (7.4)
Rule ADS 6.5 (R), Admission and
Disclosure Standards for issuers:
Reorganisation of Securities
ADS 6.5.1 If an issuer proposes to
reorganise its issued capital structure, it
must provide AIX with sufficient prior
notice to ensure that an orderly market is
maintained in its securities.
ADS 6.5.2 If an issuer proposes to
reorganise its issued capital structure, it
must disclose the following information to
AIX as soon as possible and allow AIX
sufficient time to consider the information
and to approve or decline the proposed
corporate action: (1) the effect of the
proposal on the number of securities in
issue; (2) the proposed treatment of
fractional entitlements; and (3) the
proposed treatment of any convertible
securities.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-20 –


--- page 858 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(iii) exercise of a warrant;
(iv) conversion of
convertible securities;
or
(v) redemption of shares
or other securities.
(3) The disclosure obligation for an
event in Rule 13.25A(2)(b) of
the Listing Rules only arises
where:
(a) the event, either
individually or when
aggregated with any other
events described in that
rule which have occurred
since the listed issuer
published its last monthly
return under Rule 13.25B
of the Listing Rules or last
return under this Rule
13.25A (whichever is the
later), results in a change
of 5% or more of the listed
issuer’s issued shares; or
(b) an event in Rule
13.25A(2)(a) of the Listing
Rules has occurred and the
event in Rule 13.25A(2)(b)
of the Listing Rules has not
yet been disclosed in either
a monthly return published
under Rule 13.25B of the
Listing Rules or a return
published under this Rule
13.25A.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-21 –


--- page 859 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(4) For the purposes of Rule
13.25A(3) of the Listing Rules,
the percentage change in the
listed issuer’s issued shares is to
be calculated by reference to the
listed issuer’s total number of
issued shares as it was
immediately before the earliest
relevant event which has not
been disclosed in a monthly
return published under Rule
13.25B of the Listing Rules or a
return published under this Rule
13.25A.
Rule 13.25B, Listing Rules:
Monthly Return
A listed issuer shall, by no later than
30 minutes before the earlier of the
commencement of the morning
trading session or any pre-opening
session on the fifth business day next
following the end of each calendar
month, submit for publication on the
Stock Exchange’s website a monthly
return in relation to movements in the
listed issuer’s equity securities, debt
securities and any other securitised
instruments, as applicable, during the
period to which the monthly return
relates, in such form and containing
such information as the Stock
Exchange may from time to time
prescribe (irrespective of whether
there has been any change in the
information provided in its previous
monthly return). Such information
includes, among other things, the
number as at the close of such period
of equity securities, debt securities
and any other securitised instruments,
as applicable, issued and which may
be issued pursuant to options,
warrants, convertible securities or any
other agreements or arrangements.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-22 –


--- page 860 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
3. General Meetings Rule 2.3.6, AIFC Market Rules:
Communications with shareholders
Rule 13.73, Listing Rules: Notices
In addition to any direction of the
court, the issuer shall ensure that
notice of every meeting of its
shareholders or its creditors
concerning the issuer (e.g. for
winding up petitions, schemes of
arrangement or capital reduction) is
published in accordance with Rule
2.07C of the Listing Rules. The issuer
shall despatch a circular to its
shareholders at the same time as (or
before) the issuer gives notice of the
general meeting to approve the
transaction referred to in the circular.
The issuer shall provide its
shareholders with any material
information on the subject matter to
be considered at a general meeting
that comes to the directors’ attention
after the circular is issued. The issuer
must provide the information either in
a supplementary circular or by way of
an announcement in accordance with
Rule 2.07C of the Listing Rules not
less than 10 business days before the
date of the relevant general meeting to
consider the subject matter. The
meeting must be adjourned before
considering the relevant resolution to
ensure compliance with this 10
business day requirement by the
chairman or, if that is not permitted by
the issuer’s constitutional documents,
by resolution to that effect.
(1) The board of issuer must ensure that
all necessary information and
facilities are available to its
shareholders to enable them to
exercise the rights attaching to the
shares on a well-informed basis.
(2) Without limiting the generality of the
obligation in (1), the board must
ensure that the shareholders:
(a) are provided with the necessary
information relating to the
matters to be determined at
meetings to enable them to
exercise their right to vote,
including the proxy forms and
notice of meetings; and
(b) have access to any relevant
notices or circulars giving
information in relation to the
rights attaching to the securities.
Chapter MDR 6 (R) and Appendix to
Market Disclosure Rules: Table 1
An issuer, other than a listed fund, must on
the occurrence of any event that requires
shareholder approval or affecting rights of
shareholders, as soon as possible, make
market disclosure of (a) the nature, details,
contents and effect of the relevant event;
and (b) any material change affecting any
matter contained in an earlier disclosure.
(2.3)
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-23 –


--- page 861 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
Rules 13.39(4) and (5), Listing
Rules: Meetings of Shareholders
Rule MLR 20.1 (R), Markets Listing
Rules: Information and Facilities for
Shareholders
Any vote of shareholders at a general
meeting must be taken by poll except
where the chairman, in good faith,
decides to allow a resolution which
relates purely to a procedural or
administrative matter to be voted on
by a show of hands. The issuer must
announce the results of the poll in the
manner prescribed under Rule
13.39(5) of the Listing Rules.
The issuer must announce the
meeting’s poll results as soon as
possible, but in any event at least 30
minutes before the earlier of either the
commencement of the morning
trading session or any pre-opening
session on the business day after the
meeting.
Paragraph F.1 in Appendix C1,
Listing Rules: Effective
Communication with Shareholders
— Effective Communication
The board should be responsible for
maintaining an on-going dialogue
with shareholders and in particular,
use annual general meetings or other
general meetings to communicate
with them and encourage their
participation.
The issuer should ensure that
shareholders are given sufficient
notice of shareholders meetings and
are familiar with the detailed
procedures for conducting a poll, and
should arrange to address questions
from shareholders in the shareholders
meeting.
MLR 20.1.1 (R) The board of a listed
entity must ensure that all the necessary
information and facilities are available to
its shareholders to enable them to exercise
the rights attaching to their securities on a
well-informed basis.
MLR 20.1.2 (R) Without limiting the
generality of the obligation in Rule MLR
20.1.1, a listed entity must ensure that its
shareholders:
(1) are provided with the necessary
information relating to the matters to
be determined at meetings to enable
them to exercise their voting rights,
including the proxy forms and notice
of meetings; and
(2) have access to any relevant notices or
circulars giving information in
relation to the rights attached to the
securities.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-24 –


--- page 862 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
Rule 2.3.8, AIFC Market Rules: Other
matters requiring shareholder approval
(1) The board of an issuer must, subject
to (2), ensure that a majority of
shareholders in voting approves:
(a) any alteration of the
constitutional documents of the
issuer including any alteration to
the memorandum of association,
articles of association, bylaws or
any other instrument
constituting the issuer;
(b) the appointment or removal of a
director of the issuer and the
terms of such appointment;
(c) the appointment or removal of
the auditor of the issuer; and
(d) the placing of the issuer into
voluntary liquidation.
(2) The requirement in (1) does not apply,
subject to any requirements in the
constitutional documents of the
issuer, in relation to the appointment
or removal of a director or auditor of
an issuer in circumstances where the
immediate appointment or removal is
necessary in the interests of the issuer.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-25 –


--- page 863 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
4. Rule 13.23(1), Listing Rules:
Notifiable Transactions, Connected
Transactions, Takeovers and Share
Repurchases
Rule MDR 6 and Appendix to Market
Disclosure Rules: Table 1
An issuer must announce details of
acquisitions and realisations of assets
and other transactions required by
Chapters 14 and 14A of the Listing
Rules and, where applicable, must
circularise holders of its securities
with their details and obtain their
approval of them.
Rules 14.05, 14.06 and 14.07,
Listing Rules: Classification
A listed issuer considering a
transaction must, at an early stage,
consider whether the transaction falls
into one of the classifications set out
in Rules 14.06, 14.06B or 14.06C of
the Listing Rules. In this regard, the
listed issuer must determine whether
or not to consult its financial, legal or
other professional advisers.
Under Chapter 14 of the Listing
Rules, the transaction classification is
made by using the percentage ratios
set out in Rule 14.07 of the Listing
Rules. The classifications are:
(1) share transaction: an acquisition
of assets (excluding cash) by a
listed issuer where the
consideration includes securities
for which listing will be sought
and where all percentage ratios
are less than 5%;
(2) discloseable transaction: a
transaction or a series of
transactions (aggregated under
Rules 14.22 and 14.23 of the
Listing Rules) by a listed issuer
where any percentage ratio is
5% or more, but less than 25%;
An issuer, other than a listed fund, must on
the occurrence of transactions undertaken
which could result in:
(a) any significant investment (i.e. any
investments equal to or greater than
5% of the value of the net assets of the
issuer as per its most recent financial
reports) or material change to such a
significant investment outside the
ordinary course of business of the
issuer; or
(b) the incurring of any significant debt
(being a debt with an amount equal to
or greater than 5% of the value of the
net assets of the issuer as per its most
recent financial reports) outside the
usual and ordinary course of business
of the issuer,
make market disclosure as soon as possible
relating to:
(a) any decision to enter into such a
transaction;
(b) any material change or new matter
affecting any matter contained in an
earlier disclosure; and
(c) a full description of the event, activity
or transaction proposed or effected, as
the case may be. (3)
Rule ADS 7.5 (R), Admission and
Disclosure Standards for issuers:
Takeovers
ADS 7.5.1 In the event of a merger or a
takeover of the issuer, which results in the
securities of the issuer no longer being
eligible to maintain an admission to
trading, the issuer must contact AIX to
agree on a timetable for the removal of the
securities.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-26 –


--- page 864 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(3) major transaction: a transaction
or a series of transactions
(aggregated under Rules 14.22
and 14.23) by a listed issuer
where any percentage ratio is
25% or more, but less than 100%
for an acquisition or 75% for a
disposal;
(4) very substantial disposal: a
disposal or a series of disposals
(aggregated under Rules 14.22
and 14.23 of the Listing Rules)
of assets (including deemed
disposals referred to in Rule
14.29 of the Listing Rules) by a
listed issuer where any
percentage ratio is 75% or more;
(5) very substantial acquisition: an
acquisition or a series of
acquisitions (aggregated under
Rules 14.22 and 14.23 of the
Listing Rules) of assets by a
listed issuer where any
percentage ratio is 100% or
more;
(6) reverse takeover: an acquisition
or a series of acquisitions of
assets by a listed issuer which,
in the opinion of the Stock
Exchange, constitutes, or is part
of a transaction or arrangement
or series of transactions or
arrangements which constitute,
an attempt to achieve a listing of
the acquisition targets (as
defined in the Listing Rules) to
be acquired and a means to
circumvent the requirements for
new applicants set out in
Chapter 8 of the Listing Rules.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-27 –


--- page 865 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
The relevant category that a
transaction falls under depends on the
following percentage ratios computed
on the following bases:
(1) assets ratio: the total assets
which are the subject of the
transaction divided by the total
assets of the listed issuer;
(2) profits ratio: the profits
attributable to the assets which
are the subject of the transaction
divided by the profits of the
listed issuer;
(3) revenue ratio: the revenue
attributable to the assets which
are the subject of the transaction
divided by the revenue of the
listed issuer;
(4) consideration ratio: the
consideration divided by the
total market capitalisation of the
listed issuer. The total market
capitalisation is the average
closing price of the listed
issuer’s securities as stated in
the Hong Kong Stock
Exchange’s daily quotations
sheets for the five business days
immediately preceding the date
of the transaction; and
(5) equity capital ratio: the number
of shares to be issued by the
listed issuer as consideration
divided by the total number of
the listed issuer’s issued shares
immediately before the
transaction.
Glossary and Interpretation
GLO 1.1
Takeover means the acquisition of a
controlling stake of an issuer by:
(a) another issuer listed on the AIX;
(b) another issuer listed on the AIFC
AMI;
(c) another issuer on a regulated
exchange;
(d) a private corporation, whether from
the AIFC or international.
Note: Takeover is one of the
circumstances, which may warrant
the delisting of securities by the
AIX. Please see MLR 19.7 (Market
Listing Rules).
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-28 –


--- page 866 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
Rule 14.34, Listing Rules:
Notification and Announcement
As soon as possible after the terms of
a share transaction, discloseable
transaction, major transaction, very
substantial disposal, very substantial
acquisition or reverse takeover have
been finalised, the listed issuer must
in each case publish an announcement
as soon as possible.
Rules 14.38A to 14.57, Listing
Rules: Additional Requirements for
Major Transaction, Very
Substantial Disposal, Very
Substantial Acquisition, Reverse
Takeover
For a major transaction, very
substantial disposal and very
substantial acquisition, the
shareholders’ approval is required,
while the approvals from both the
shareholders and the Stock Exchange
are required for reverse takeover.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-29 –


--- page 867 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
5. Rule 13.25, Listing Rules:
Winding-up and Liquidation
Chapter MDR 6 (R) and Appendix to
Market Disclosure Rules: Table 1
(1) An issuer shall inform the Stock
Exchange and publish an
announcement of the happening
of any of the following events as
soon as it comes to its attention:
(a) the appointment of a
receiver or manager either
by any court having
jurisdiction or under the
terms of a debenture or any
application to any court
having jurisdiction for the
appointment of a receiver
or manager, or equivalent
action in the country of
incorporation or other
establishment, in respect of
the business or any part of
the business of the issuer or
the property of the issuer,
its holding company or any
subsidiary falling under
Rule 13.25(2) of the
Listing Rules;
An issuer, other than a listed fund, must on
the occurrence of any of the following:
(a) the presentation of any winding-up
petition, the making of any
winding-up order or the appointment
of an administrator, liquidator or the
commencement of any proceedings
under any applicable insolvency laws
in respect of the issuer or any member
of its group
1;o r
(b) the passing of any resolution by the
issuer or any member of its group that
it be wound up by way of members’ or
creditors’ voluntary winding-up, or
the occurrence of any event or
termination of any period of time
which would cause a winding-up
make market disclosure as soon as possible
relating to:
(a) time and date of the presentation,
details of the order, appointment,
resolution or other event;
(b) identity of the petitioner or other
person at whose instigation the event
occurs;
(c) court or tribunal responsible for
making any order; or
(d) administrator or liquidator appointed,
as is relevant. (8)
1 Group means a group of entities which includes any entity (the “ first entity ”) and: (a) any parent of the first
entity; and (b) any subsidiary of the first entity or of any parent of the first entity.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-30 –


--- page 868 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(b) the presentation of any
winding-up petition, or
equivalent application in
the country of
incorporation or other
establishment, or the
making of any winding-up
order or the appointment of
a provisional liquidator, or
equivalent action in the
country of incorporation or
other establishment,
against or in respect of the
issuer, its holding company
or any subsidiary falling
under Rule 13.25(2) of the
Listing Rules;
(c) the passing of any
resolution by the issuer, its
holding company or any
subsidiary falling under
Rule 13.25(2) of the
Listing Rules that it be
wound up by way of
members’ or creditors’
voluntary winding-up, or
equivalent action in the
country of incorporation or
other establishment;
(d) the entry into possession of
or the sale by any
mortgagee of a portion of
the issuer’s assets where
the aggregate value of the
total assets or the
aggregate amount of
profits or revenue
attributable to such assets
represents more than 5%
under any of the
percentage ratios defined
under Rule 14.04(9) of the
Listing Rules; or
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-31 –


--- page 869 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(e) the making of any final
judgement, declaration or
order by any court or
tribunal of competent
jurisdiction whether on
appeal or at first instance
which is not subject to any
or further appeal, which
may adversely affect the
issuer’s enjoyment of any
portion of its assets where
the aggregate value of the
total assets or the
aggregate amount of
profits or revenue
attributable to such assets
represents more than 5%
under any of the
percentage ratios defined
under Rule 14.04(9) of the
Listing Rules.
(2) Rules 13.25(1)(a), (b) and (c) of
the Listing Rules will apply to a
subsidiary of the issuer if the
value of that subsidiary’s total
assets, profits or revenue
represents 5% or more under any
of the percentage ratios defined
under Rule 14.04(9) of the
Listing Rules. For the purpose of
this Rule 13.25(2), 100% of that
subsidiary’s total assets, profits
or revenue (as the case may be)
or, where that subsidiary itself
has subsidiaries, the
consolidated total assets, profits
or revenue (as the case may be)
of that subsidiary is to be
compared to the total assets,
profits or revenue (as the case
may be) shown in the issuer’s
latest published audited
consolidated financial
statements irrespective of the
interest held in the subsidiary.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-32 –


--- page 870 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
6. Rule 13.45, Listing Rules: After
Board Meetings
Chapter MDR 6 (R) and Appendix to
Market Disclosure Rules: Table 1
An issuer shall announce immediately
after approval by or on behalf the
board of:
(1) any decision to declare,
recommend or pay any dividend
or to make any other distribution
on its listed securities, including
the rate and amount of the
dividend or distribution and the
expected payment date;
(2) any decision not to declare,
recommend or pay any dividend
which would otherwise have
been expected to have been
declared, recommended or paid
in due course;
(3) any preliminary announcement
of profits or losses for any year,
half-year or other period;
(4) any proposed change in the
capital structure, including any
redemption of its listed
securities; and
(5) any decision to change the
general character or nature of
the business of the issuer or
group.
An issuer, other than a listed fund, must on
the occurrence of any resolution passed by
the directors of the issuer other than a
resolution concerning ordinary business of
the issuer, make market disclosure as soon
as possible relating to the resolution. (2.7)
An issuer, other than a listed fund, must on
the occurrence of any of the following:
(a) to declare, recommend or pay any
dividend or to make any other
distribution on the securities; or
(b) not to declare, recommend or pay any
dividend which would otherwise have
been expected to have been declared,
recommended or paid in the normal
course of events,
make market disclosure as soon as possible
and in any event within 5 calendar days
prior to the record date or the date of
expected distribution relating to the
decision, including the rate and amount of
and record date for the dividend or other
distribution or the grounds for the decision
in relation to non-payment. (4.1)
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-33 –


--- page 871 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
7. Rule 13.66, Listing Rules: Closure
of Books and Record Date
There are no corresponding or similar
provisions in AIX Business Rules or AIFC
Market Rules dealing with the transfer
books and register of members.
(1) An issuer must announce any
closure of its transfer books or
register of members in respect of
securities listed in Hong Kong at
least six business days before
the closure for a rights issue, or
10 business days before the
closure in other cases. In cases
where there is an alteration of
book closing dates, the issuer
must, at least five business days
before the announced closure or
the new closure, whichever is
earlier, notify the Stock
Exchange in writing and make a
further announcement. If,
however, there are exceptional
circumstances (e.g. a typhoon)
that render the giving of the
notification to the Stock
Exchange and publication of the
announcement impossible, the
issuer must comply with the
requirements as soon as
practicable. Where the issuer
decides on a record date without
book closure, these requirements
apply to the record date.
(2) An issuer must ensure that the
last day for trading in the
securities with entitlements falls
at least one business day after
the general meeting, if the
entitlements require the
approval of shareholders in the
general meeting or are
contingent on a transaction that
is subject to the approval of
shareholders in the general
meeting.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-34 –


--- page 872 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
8. Chapter 17 of the Listing Rules
(Share Schemes)
Rule 17.02, Listing Rules: Adoption
of a new scheme
Rule ADS 4.3 (R), Admission and
Disclosure Standards for issuers: Pre-
approval of Recurring Issuances of
Equity Securities
The scheme of a listed issuer
(including share award schemes and
share option schemes) must be
approved by the shareholders of the
listed issuer in general meeting.
ADS 4.3.2 (G) Securities may be issued as
a result of an employee share option
scheme, a regular savings scheme or a
dividend re-investment plan, or following
the exercise of warrants or of conversion
rights attaching to a class of convertible
securities. The issuer will need to consider
its obligations (if any) as a reporting entity
to obtain the consent of the securities
holders under the AIX Business Rules for
such arrangements.
Rule 17.03(3), Rule 17.03B, Rule
17.03C, Listing Rules: Terms of the
scheme
The total number of shares which may
be issued in respect of all options and
awards to be granted under the
scheme and any other scheme (the
“scheme mandate limit ”) must not
exceed 10% of the relevant class of
shares of the listed issuer in issue as at
the date of approval of the scheme (or
as at the date of listing in respect of
scheme of a new applicant that will
become effective only upon its
listing). Where the participants of the
scheme include service providers, the
total number of shares that may be
issued in respect of all options and
awards to be granted to service
providers (the “ service provider
sublimit ”) must be set within the
scheme mandate limit and separately
approved by shareholders of the
issuer in general meeting. Options or
awards lapsed in accordance with the
terms of the scheme will not be
regarded as utilised for the purpose of
calculating the scheme mandate limit
(and the service provider sublimit, if
any).
Chapter MLR 11 (R) of AIX Markets
Listing Rules: Shares in Public Hands
MLR 11.1 (R) (3) For the purposes of
Rules MLR 11.1(1) and (2), shares are not
held in public hands if they are held,
directly or indirectly by:
(c) the trustees of an employee share
scheme or pension fund established
for the benefit of any directors or
employees of the applicant and its
subsidiary undertakings.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-35 –


--- page 873 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
The listed issuer may seek approval
by its shareholders in general meeting
for “refreshing” the scheme mandate
limit (and the service provider
sublimit, if any) under the scheme
after three years from the date of
shareholders’ approval for the last
refreshment (or the adoption of the
scheme). Any “refreshment” within
any three-year period must be
approved by shareholders of the
issuer subject to the requirements set
out in Rules 17.03(C)(1)(b) and (c).
The total number of shares which may
be issued in respect of all options and
awards to be granted under all of the
schemes of the listed issuer under the
scheme mandate as “refreshed” must
not exceed 10% of the relevant class
of shares in issue as at the date of
approval of the refreshed scheme
mandate. The listed issuer must send a
circular to its shareholders containing
the number of options and awards that
were already granted under the
existing scheme mandate limit and the
existing service provider sublimit (if
any), and the reason for the
“refreshment”.
Rule ADS 4.3 (R), Admission and
Disclosure Standards for issuers: Pre-
Approval of Recurring Issuances of
Equity Securities
ADS 4.3.1 (R) Where an issuer intends to
issue equity securities of the same class on
a regular basis and where prior approval of
the issuer’s shareholders has been obtained
for such arrangements, an issuer may make
an application for the pre-approval of the
admission of the entire class of such
securities.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-36 –


--- page 874 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
ADS 4.3.2 (G) Securities referred to in this
Rule may be issued as a result of an
employee share option scheme, a regular
savings scheme or a dividend re-investment
plan, or following the exercise of warrants
or of conversion rights attaching to a class
of convertible securities. The issuer will
need to consider its obligations (if any) as
an issuer to obtain the consent of the
securities holders under the AIX Business
Rules for such arrangements.
Chapter MLR 17.4 (R) of AIX Markets
Listing Rules: Documents to be kept
MLR 17.4.1 (R) (7) An applicant must
keep copies of the following documents for
six (6) years after the admission to the
Official List: in the case of an application
in respect of securities issued pursuant to
an employee share scheme, the scheme
document.
Rule 17.03D(1), Listing Rules:
Limit on granting options or
awards to individual participants
Where any grant of options or awards
to a participant would result in the
shares issued and to be issued in
respect of all options and awards
granted to such person (excluding any
options and awards lapsed in
accordance with the terms of the
scheme) in the 12-month period up to
and including the date of such grant
representing in aggregate over 1% of
the relevant class of shares of the
listed issuer in issue (the 1%
individual limit ), such grant must be
separately approved by shareholders
of the listed issuer in general meeting
with such participant and his/her
close associates (or associates if the
participant is a connected person)
abstaining from voting. The listed
issuer must send a circular to the
shareholders.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-37 –


--- page 875 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
Rule 17.04, Listing Rules: Granting
Options or Awards to a Director,
Chief Executive or Substantial
Shareholder of a Listed Issuer, or
any of their Respective Associates
Any grant of options or awards to a
director, chief executive or substantial
shareholder of a listed issuer, must be
approved by the independent non-
executive directors of the listed issuer
(excluding independent non-
executive director who is the grantee
of the options or awards).
Where any grant of awards (excluding
grant of options) to a director (other
than an independent non-executive
director) or chief executive of the
issuer, or any of their associates
would result in the shares issued and
to be issued in respect of all awards
granted (excluding any awards lapsed
in accordance with the terms of the
scheme) to such person in the 12-
month period up to and including the
date of such grant, representing in
aggregate over 0.1% of the relevant
class of shares in issue, such further
grant of awards must be approved by
shareholders of the listed issuer in
general meeting in the manner set out
in Rule 17.04(4) of the Listing Rules.
Chapter MLR 15 (R) of Markets Listing
Rules: Warrants
MLR 15.1(1) To be admitted to the Official
List, the total of all issued warrants to
subscribe for shares, if applicable, must
not, subject to Rule MLR 15.1(2), exceed
20 per cent of the issued share capital of the
applicant as at the time of issue of the
warrants.
MLR 15.1(2) Any rights under an
employee share scheme are excluded from
the twenty per cent calculation in Rule
MLR 15.1(1).
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-38 –


--- page 876 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
Where any grant of options to an
independent non-executive director or
a substantial shareholder of the listed
issuer, or any of their respective
associates, would result in the shares
issued and to be issued in respect of
all options and awards granted
(excluding any options and awards
lapsed in accordance with the terms of
the scheme) to such person in the
12-month period up to and including
the date of such grant representing in
aggregate over 0.1% of the relevant
class of securities in issue, such
further grant of options or awards
must be approved by shareholders of
the listed issuer in general meeting in
the manner set out in Rule 17.04(4) of
the Listings Rules.
In the circumstances described above,
the listed issuer must send a circular
to the shareholders. The grantee,
his/her associates and all core
connected persons of the listed issuer
must abstain from voting in favour at
such general meeting.
Rule 17.06A(1), Listing Rules:
Announcement on Grant of Options
As soon as possible upon the granting
by the listed issuer of any options or
awards under its share scheme, the
listed issuer must publish an
announcement setting out the
following details in Rule 17.06B of
the Listings Rules:
(1) the date of grant;
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-39 –


--- page 877 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(2) (a) where disclosure on an
individual basis is
required, the name of the
grantee (and where the
grantee is not a natural
person, the name of its
ultimate beneficial owner)
and the relationship
between the grantee and
the issuer. Where the
grantee is a related entity
participant or service
provider, the nature of
services provided to the
issuer; or
(b) where disclosure on an
individual basis is not
required, a description of
each of the categories of
grantees;
(3) the number of options or awards
granted;
(4) the exercise price of the options
or purchase price of awards
granted;
(5) the market price of the shares on
the date of grant;
(6) the exercise period of the
options;
(7) the vesting period of the options
or awards. In the case of grants
of options or awards to
employee participants with a
shorter vesting period as set
out in Rule 17.03F of the
Listings Rules, the relevant
circumstances that are
specifically permitted by the
scheme. Where the options or
awards are granted to the
issuer’s directors and/or senior
managers, the remuneration
committee’s views on why a
shorter vesting period is
appropriate;
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-40 –


--- page 878 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(8) a description (which may be
qualitative) of the performance
targets attached to the options or
awards granted, if any, and the
clawback mechanism for the
issuer to recover or withhold any
awards or options granted, if
any. Where options or awards
are granted to the issuer’s
directors and/or senior managers
without performance targets
and/or clawback mechanism, the
views of the remuneration
committee on why performance
targets and/or a clawback
mechanism is/are not necessary
and how the grants align with
the purpose of the scheme;
(9) where options or awards are
granted to a service provider or a
related entity participant, the
reasons for the grant and the
views of the board how the grant
aligns with the purpose of the
scheme; and
(10) arrangements, if any, for the
issuer or any of its subsidiaries
to provide financial assistance to
the grantee(s) to facilitate the
purchase of shares under the
scheme.
The announcement must also disclose
the number of shares available for
future grant under the scheme
mandate and the service provider
sublimit (if applicable).
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-41 –


--- page 879 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
9. Rules 13.46 to 13.50, Listing Rules:
Disclosure of Financial Information
Distribution of annual report and
accounts
Issuers are obliged to prepare and disclose
preliminary financial results, annual and
semi-annual financial reports (statements).
There are requirements as to period,
auditing and signing of such reports. Below
are the relevant excerpts.
An issuer is required to send (i) every
member of the issuer; and (ii) every
other holder of its listed securities
(not being bearer securities), a copy
of either (a) its annual report
including its annual accounts and,
where the issuer prepares
consolidated financial statements
referred to in section 379(2) of the
Companies Ordinance, the
consolidated financial statements,
together with a copy of the auditors’
report thereon or (b) its summary
financial report, not less than 21 days
before the date of the issuer’s annual
general meeting and in any event not
more than four months after the end
of the financial year to which they
relate.
Chapter MDR 6 (R) and Appendix to
Market Disclosure Rules: Table 1
An issuer, other than a listed fund, must
make market disclosure relating to:
(a) an annual report prepared in
accordance with the requirements in
AIFC Market Rules 3.2 and 3.4.1(2)
— no later than 150 days after the end
of the financial period, (6.1)
(b) semi-annual report prepared in
accordance with the relevant
requirements set out in AIFC Market
Rules 3.3 and 3.4.1(2) — as soon as
possible and in any event no later than
75 days after the end of the period to
which the report relates. (6.2)
Interim reports
In respect of the first six months of
each financial year of an issuer unless
that financial year is of six months or
less, the issuer shall send to (i) every
member of the issuer; and (ii) every
other holder of its listed securities
(not being bearer securities), either
(a) an interim report, or (b) a
summary interim report not later than
three months after the end of that
period of six months. The issuer may
send a copy of its summary interim
report to a member and a holder of its
listed securities in place of a copy of
its interim report, provided that such
summary interim report complies with
the relevant provisions of the
Companies (Summary Financial
Reports) Regulation governing
summary financial reports.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-42 –


--- page 880 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
Preliminary announcements of
results — Full financial year
An issuer shall publish its preliminary
results in respect of each financial
year as soon as possible, but in any
event not later than the time that is 30
minutes before the earlier of the
commencement of the morning
trading session or any pre-opening
session on the next business day after
approval by or on behalf of the board.
The issuer must publish such results
not later than three months after the
end of the financial year.
Preliminary announcements of
results — First half of the financial
year
The issuer shall publish a preliminary
announcement in respect of its results
for the first six months of each
financial year, unless that financial
year is of six months or less, as soon
as possible, but in any event not later
than the time that is 30 minutes before
the earlier of the commencement of
the morning trading session or any
pre-opening session on the next
business day after approval by or on
behalf of the board. The issuer must
publish such results not later than two
months after the end of that period of
six months.
Chapter 3 of AIFC Market Rules:
Financial Reports
Rule 3.1, AIFC Market Rules: Core
obligations
3.1.1 Obligation to prepare financial
statements and reports
An issuer must:
(a) prepare and maintain all financial
statements in accordance with the
International Financial Reporting
Standards (IFRS) or other financial
reporting standards acceptable to the
AFSA;
(b) prepare and file an annual report
which meets the requirements in
MAR 3.2 for each financial year of
the issuer; and
(c) in addition to the annual report,
prepare and file a semi-annual report
which meets the requirements in
MAR 3.3.1 in respect of shares,
warrants or certificates over shares.
3.1.2 Audit of annual financial
statements
The annual financial statements of an
issuer must be audited by an independent,
competent and qualified auditor in
accordance with the International
Standards on Auditing as issued by the
International Auditing and Assurance
Standards Board (“ IAASB ”) or other
standards acceptable to the AFSA.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-43 –


--- page 881 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
Rule 4.03, Listing Rules: Reporting
Accountants
Reporting accountants must be independent
both of the issuer and of any other company
concerned to the same extent as that
required of an auditor under the Companies
Ordinance and in accordance with the
requirements on independence issued by
the Hong Kong Institute of Certified Public
Accountants or the International Federation
of Accountants. Subject to rules 4.03(1)
and 4.03(2), accountants’ reports must
normally be prepared by practising
accountants who are registered and not
prohibited under the AFRCO from holding
any appointment as auditors of a company.
Rule 3.2, AIFC Market Rules: Annual
Report
3.2.2 Signing of the annual report
The annual report must be signed by at
least two directors of the issuer or approved
by a body competent to decide on such
matters under the issuer’s constitutive
documents and/or applicable law.
Rule 3.3, AIFC Market Rules: Semi-
annual report
Rule 3.3.1, AIFC Market Rules:
Preparation of the semi-annual report
An issuer to which the obligation in MAR
3.1.1(c) applies must prepare a semi-annual
report:
(a) for the first six months of each
financial year or period; and if there is
a change to the accounting reference
date, prepare such report in respect of
the period up to the old accounting
reference date; and
(b) in accordance with the applicable
IFRS standards or other standards
acceptable to the AFSA.
Rule 3.3.3, AIFC Market Rules: Signing
of the semi-annual report
A semi-annual report must be signed by at
least two directors of the issuer or approved
by a body competent to decide on such
matters under the issuer’s constitutive
documents and/or applicable law.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-44 –


--- page 882 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
Rule 3.4, AIFC Market Rules: Disclosure
of annual and semi-annual reports
Rule 3.4.1, AIFC Market Rules:
Obligation to make market disclosure
(1) Where an issuer is required by to
prepare any of the following reports:
(a) its annual report;
(b) its semi-annual report,
it must do so in the time periods specified
in MAR 3.4.2.
Rule 3.4.2, AIFC Market Rules: Time
period for making market disclosure
(1) An issuer must disclose its required
annual and semi-annual reports within
the following time periods:
(a) in relation to its annual report:
as soon as possible after the
financial statements have been
approved, but no later than 150
days after the end of the
financial period; and
(b) in relation to its semi-annual
report: as soon as possible and in
any event no later than 75 days
after the end of the period to
which the report relates.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-45 –


--- page 883 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
Rule 3.5, AIFC Market Rules:
Accounting periods
Rule 3.5.1, AIFC Market Rules:
Accounting reference date
(1) An issuer must not change its
accounting reference date as specified
in its most recent prospectus unless it
has obtained the prior approval of the
AFSA in accordance with the
requirements in (b).
(2) An issuer that proposes to change its
accounting reference date must:
(a) notify the AFSA of its proposal
at least 28 business days prior to
making such a change; and
(b) obtain the AFSA prior approval
for the proposed change.
Rule 3.5.2, AIFC Market Rules:
Disclosure of changes to accounting
reference date
An issuer must, where there is a change to
its accounting reference date, disclose to
the market:
(a) the change to its accounting reference
date as soon as possible; and
(b) if it is an issuer in relation to shares,
a second interim report within six
months of the old accounting
reference date if the change of the
accounting reference date extends the
annual accounting period to more than
14 months.
Chapter MDR 6 (R) and Appendix to
Market Disclosure Rules: Table 1
An issuer must disclose to the market
matters relating to financial information,
including filing of an annual, semi-annual
reports, change to accounting reference
date. (6)
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-46 –


--- page 884 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
10. Public Float Requirement Rules
(Qualifications for listing)
Chapter MLR 11 (R) of Markets Listing
Rules: Shares in Public Hands
Rule 8.08(1), Listing Rules:
Qualifications for listing
Save and except for the circumstances
specified under Chapter 8 of the
Listing Rules, an issuer must maintain
at least 25% of its total number of
issued shares at all times be held by
the public.
MLR 11.1 (R) (1) If an application is made
for the admission of a class of shares, a
sufficient number of shares of that class
must, no later than the time of admission,
be distributed to the public.
MLR 11.1 (R) (2) For the purposes of (1),
a sufficient number of shares will be taken
to have been distributed to the public when
at least 25 per cent of the shares for which
application for admission has been made
are in public hands. However, AIX reserves
the right to decrease this minimum amount,
should it decide in its discretion to do so.
MLR 11.1 (R) (3) For the purposes of
Rules MLR 11.1(1) and (2), shares are not
held in public hands if they are held,
directly or indirectly by:
(a) a director of the applicant or of any of
its subsidiary undertakings; (b) a person
connected with a director of the applicant
or any of its subsidiary undertakings; (c)
the trustees of an employee share scheme
or pension fund established for the benefit
of any directors or employees of the
applicant and its subsidiary undertakings;
(d) any person who under any agreement
has a right to nominate a person to the
board of directors of the applicant; (e) any
person or persons in the same group or
persons acting in concert who have an
interest in 5% or more of the shares of the
relevant class; or (f) if they are subject to a
lock up period of more than 180 (one
hundred and eighty) calendar days.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-47 –


--- page 885 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
MLR 11.2 (R) The AIX may waive or
modify Rule MLR 11.2(2) to accept a
percentage lower than 25 per cent if it
considers that the market will operate
properly with a lower percentage in view of
additional factors. Such additional factors
might permit, for example, a lower
percentage than 25% for a company with a
large market capitalisation with a large
number of shares of the same class listed
and where such shares would nonetheless
expect to have a wide distribution to the
public and be liquid.
Chapter MLR 19 (R) of Markets Listing
Rules: Suspending, Delisting and
Restoring a Listing
MLR 19.7.2 (G) In Rule MLR 19.7.1, an
example of a breach of the continuing
obligations, which may require a delisting
by the AIX would be where the percentage
of shares or certificates over shares in
public hands falls below 25% or a lower
percentage permitted by the AIX. The AIX
may, however, allow a reasonable time to
restore the required percentage unless this
is precluded by the need to maintain the
smooth operation of the market or to
protect investors.
Chapter MLR 20 (R) of Markets Listing
Rules: Continuing Obligations
MLR 20.2.1 A listed entity must endeavour
to ensure that a sufficient number of its
shares including certificates over shares are
in circulation with the public at all times.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-48 –


--- page 886 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
11. Shareholders Reporting
Obligations
Part XV of the SFO: Disclosure of
Interests by Substantial
Shareholders
There is no definition of “substantial
shareholder” in AIX Business Rules or
AIFC Market Rules. See section 13 below
for a definition of a “connected person”.
The Listing Rules require that the
interests held by directors and chief
executives and substantial
shareholders (i.e. shareholders
interested in 10% or more of the
voting power) be disclosed in annual
reports, interim reports and circulars
of the listed company. The SFO and
the Outline of Part XV of the SFO
Disclosure of Interests (“ Outline ”)
issued by the SFC provides that a
substantial shareholder (i.e.
shareholder interested in 5% or more
of any class of voting shares in a
listed company) is required to
disclose his interest, and short
positions, in the shares of the listed
company, within 10 business days
after first becoming a substantial
shareholder, or to disclose his changes
in percentage figures of his
shareholdings in the listed company
or ceasing to be a substantial
shareholder within three business
days after becoming aware of the
relevant events. Please refer to
Section 2.7 of the Outline for
examples of relevant events.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-49 –


--- page 887 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
12. Part XV of the SFO: Disclosure of
Interests by Directors and Chief
Executives
Chapter MDR 3 of Market Disclosure
Rules: Disclosure of interests by
connected persons
A director or a chief executive of a listed
company is required to disclose his interest
and short position in any shares in a listed
company (or any of its associated
companies) and his interest in any
debentures of the listed company (or any of
its associated companies) within 10
business days after becoming a director or
chief executive of the listed company or
within three business days after becoming
aware of the relevant events.
If a person is both a substantial shareholder
and a director of the listed company
concerned under the SFO, such person may
have separate duties to file notices (one in
each capacity) as a result of a single event.
For example, a person who is interested in
5.9% of the shares of a listed company and
buys a further 0.2% will have to file a
notice because he is a director (and
therefore has to disclose all transactions)
and will also have to file a notice as a
substantial shareholder because his interest
has crossed the 6.0% level.
MDR 3.1 (G) AIX requires certain persons
connected to an issuer to file with AIX and
the issuer a report in accordance with the
requirements prescribed in the Rules.
(R) Application
This section applies to a connected person
of an issuer in respect of equity securities.
Rule MDR 3.2 (R), Market Disclosure
Rules: Definitions
(1) A person is hereby prescribed as a
connected person of an issuer if that
person:
(a) is a director or an individual
involved in the senior
management of either:
(i) the issuer; or
(ii) a controller of the issuer;
or
(b) owns, whether legally or
beneficially, or controls,
whether directly or indirectly,
voting equity securities carrying
more than 5% of the voting
rights attaching to all the voting
equity securities of either:
(i) the issuer; or
(ii) a controller of the issuer.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-50 –


--- page 888 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(2) In (1), a person is a controller of an
issuer if that person (the first person),
either alone or with his/her associates,
controls the majority of the voting
rights in, or the right to appoint or
remove the majority of the board of
directors of, the issuer or any person
who has similar control over the first
person, including an ultimate
controller of the first person.
(3) For the purposes of determining
whether a person:
(a) owns or controls voting equity
securities in (1)(b); or
(b) controls the voting rights in or
the right to appoint or remove
the majority of the board of
directors of an issuer or a
controller of an issuer in (2), any
equity securities held by that
person and his/her associates,
including those in which that
person or an associate of that
person has a beneficial interest,
are deemed as his/her equity
securities except as specified in
(4).
(4) For the purposes of (3), equity
securities are not deemed as his/her
equity securities where:
(a) any such equity securities are
held by that person on behalf of
another person who is not an
associate of that person; and
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-51 –


--- page 889 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(b) the person does not have control
over the voting rights attaching
to the equity securities because
some other person exercises
those rights or manages those
equity securities on a
discretionary basis.
(5) A person is not a connected person of
an issuer merely by reason that:
(a) its structured products are
admitted to trading on an
authorised market institution; or
(b) such person:
(i) owns or holds voting
equity securities solely in
its capacity as trustee,
nominee or custodian
under an agreement to hold
such equity securities; and
(ii) does not exercise any
voting or other rights
associated with the equity
securities except in
accordance with the
express instructions of the
owner of the equity
securities or in accordance
with the agreement in (i).
Rule MDR 3.3 (R), Market Disclosure
Rules: Events that Trigger a Report
MDR 3.3.1 A connected person must file
the report required by the AIX and the
issuer within 5 business days of the
occurrence of any of the events prescribed
in Rule MDR 3.3.2 and 3.3.3 and file such
report also with the AFSA.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-52 –


--- page 890 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
MDR 3.3.2 In the case of a person who is
a connected person under Rule MDR
3.2(1)(a), that person must file the report:
(a) upon becoming or ceasing to be a
director of a controller of the issuer;
(b) upon acquiring or ceasing to hold
either alone or with an associate of
the person any securities or other
investments in or relating to the issuer
or a controller of the issuer; and
(c) upon any increase or decrease of the
level of an interest referred to in (b).
MDR 3.3.3 In the case of a person who is
a connected person under Rule MDR
3.2(1)(b), that person must file the report:
(a) upon acquiring or ceasing to hold
voting equity securities carrying more
than 5% of the voting rights attaching
to all voting equity securities of either
the issuer or a controller of the issuer;
and
(b) upon an increase or decrease of at
least 1% of the level of interest
previously reported pursuant to (a).
Rule MDR 3.3.4, Market Disclosure
Rules: Derivatives giving entitlement to
equity securities
For the purposes of Rules MDR 3.2 and
3.3, a person is taken to hold equity
securities or investments in or relating to
an issuer, if the person holds a derivative or
any other financial instrument that on its
maturity will confer on him/her:
(a) an unconditional right to acquire the
equity security or investment; or
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-53 –


--- page 891 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(b) the discretion as to his/her right to
acquire the equity security or
investment.
Rule MDR 3.5 (R), Market Disclosure
Rules: Market disclosure
Upon a connected person filing a report
with the issuer, the issuer must, as soon as
possible and in any event no later than 3
business days following the filing, make
market disclosure of that report in
accordance with Rule MDR 7.
Chapter MDR 4 (R) of Market
Disclosure Rules: Disclosure of
Directors’ material interests
MDR 4.1 (G) AIX requires directors with a
material interest in the issuer to give a
notice relating to that interest in
accordance with the requirements
prescribed in the Rules.
(R) Application
This section applies to every issuer other
than that of a listed fund.
Rule MDR 4.2 (R), Market Disclosure
Rules: Definition of a material interest
A director of an issuer has a material
interest in the issuer if that person has any
interest arising through:
(a) the direct or indirect ownership of, or
beneficial ownership of, investments
in the issuer; or
(b) any involvement in financial or
commercial arrangement with or
relating to the issuer.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-54 –


--- page 892 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
Rule MDR 4.3 (R), Market Disclosure
Rules: Contents and procedures relating
to the notice
MDR 4.3.1 (R) Subject to Rule MDR
4.3.2, a notice relating to a material interest
must be given by a person referred to in
Rule MDR 4.2, to the other directors of the
issuer within 5 business days of the
material interest arising or changing.
MDR 4.3.2 (R) A person referred to in
Rule MDR 4.3.1 need not give a notice
relating to a material interest if the material
interest is required to be included in a
report which that person must provide by
virtue of being a connected person under
Rule MDR 3 and the person has complied
with the requirement mentioned in that
section.
MDR 4.3.3 (R) A notice relating to a
material interest must contain:
(a) the name and address of the person
giving the notice; and
(b) the details relating to the material
interest, including the date on which
the material interest arose or changed.
Rule MDR 4.4 (R), Market Disclosure
Rules: Market disclosure
Upon receiving a notice relating to a
material interest, the issuer must, as soon
as possible, make market disclosure of that
report in accordance with Rule MDR 7.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-55 –


--- page 893 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
Chapter MDR 6 (R) and Appendix to of
Market Disclosure Rules: Table 1
An issuer, other than a listed fund, must
disclose to the market matters relating to
interests, including a report filed by a
connected person
2, notice of director’s
material interest. (5)
13. Restrictions and notification
requirements on issuers purchasing
their own shares on a stock
exchange
Rule 10.05, Listing Rules
Rule 2.3.4, AIFC Market Rules:
Reduction of share capital
Subject to the provisions of the Code
on Share Buy-backs, approved by the
SFC and as amended from time to
time, an issuer may purchase its
shares on the Stock Exchange or on
another stock exchange recognised
for this purpose by the SFC and the
Stock Exchange. All such purchases
must be made in accordance with
Rule 10.06 of the Listing Rules. The
Code on Share Buy-backs must be
complied with by an issuer and its
directors and any breach thereof by an
issuer will be a deemed breach of the
Listing Rules and the Stock Exchange
may in its absolute discretion take
such action to penalise any breach of
this paragraph or the listing
agreement as it shall think
appropriate. It is for the issuer to
satisfy itself that a proposed purchase
of shares does not contravene the
Code on Share Buy-backs.
The board of an issuer must ensure that an
issuer does not reduce its share capital
unless:
(a) the reduction does not materially
prejudice the issuer’s ability to pay its
creditors;
(b) a public disclosure is made as soon as
possible of any proposed change in its
capital structure, and, following the
redemption of listed shares, if any,
information on such redemption
including details of the number of
shares redeemed and the number of
shares of that class outstanding
following the redemption.
2 Connected person is (a) a director or an individual involved in the senior management of either the issuer or
a controller of the issuer; (b) owns, whether legally or beneficially, or controls, whether directly or indirectly,
voting securities carrying more than 5% of the voting rights attaching to all the voting securities of either the
issuer or a controller of the issuer.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-56 –


--- page 894 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
Rule 10.06, Listing Rules Rule MLR 20.4, Markets Listing Rules:
Purchase of own Shares
An issuer whose primary listing is on
the Stock Exchange may only
purchase its shares on the Stock
Exchange, either directly or
indirectly, if the shares proposed to be
purchased are fully-paid up, the issuer
has previously sent to the
shareholders an Explanatory
Statement (as defined in the Listing
Rules) complying with the provisions
of Rule 10.06(1)(b) of the Listing
Rules and that the shareholders of the
issuer have given specific approval or
a general mandate to the directors to
make such a purchase(s), provided
that the amount of shares so
purchased under the general mandate
shall not exceed 10% of the number of
issued shares of the issuer as at the
date of the passing of the relevant
shareholders’ resolution granting the
mandate of purchase.
MLR 20.4.1 (G) Compliance with the
Rules in this section in conjunction with
Part 5 of the AIFC Market Rules may
provide a safe harbour from the AIFC
Market Abuse offences.
MLR 20.4.2 (R) A listed entity that intends
the purchase of its own shares may not take
any action with respect thereto that would
result in unequal treatment of security
holders or market participants.
Specifically, the issuer must comply with
the following rules:
(1) the price paid by the issuer for the
repurchase of its shares must not be
higher than five (5) per cent above the
average market value of the issuer’s
shares for the five (5) business days
prior to the commencement of the
share repurchase programme; and
(2) a pre-arranged trade is not permitted
where the seller is a director or officer
of the issuer or an associate of a
director or officer of the issuer.
MLR 20.4.3 (R) (1) The decision by the
listed entity to purchase its own shares
(either itself or through a person acting in
his/her own name but on the issuer’s
behalf) must be announced to the market as
soon as possible after such decision is
made, and in any event by not later than the
close of the next business day.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-57 –


--- page 895 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
Rule 10.06(1)(b), Listing Rules:
Explanatory statement
For the purpose of obtaining
shareholders’ approval, the issuer
must have previously sent to its
shareholders an Explanatory
Statement (at the same time as the
notice of the relevant shareholders’
meeting) containing all the
information reasonably necessary to
enable those shareholders to make an
informed decision on whether to vote
for or against the ordinary resolution
to approve the purchase by the issuer
of shares including the information
set out below:
(1) a statement of the total number
and description of the shares
which the issuer proposes to
purchase;
(2) a statement by the directors of
the reasons for the proposed
purchase of shares;
(3) a statement by the directors as to
the proposed source of funds for
making the proposed purchase
of shares, which shall be funds
legally available for such
purposes in accordance with the
issuer’s constitutive documents
and the laws of the jurisdiction
in which the issuer is
incorporated or otherwise
established;
MLR 20.4.3 (R) (2) The announcement in
Rule MLR 20.4.3(1) must set out whether
the proposal relates to: (a) specific
purchases and if so, names of the persons
from whom the purchases are to be made;
or (b) a general authorisation to make the
purchases.
MLR 20.4.4 (R) (1) Any purchase of a
listed entity’s own shares by or on behalf of
the listed entity or any other member its
group must be disclosed to the market as
soon as possible.
MLR 20.4.4 (R) (2) The disclosure in Rule
MLR 20.4.4(1) must include: (a) the date of
purchase; (b) the number of shares
purchased; (c) where relevant, the highest
and lowest purchase prices paid; (d) the
number of shares purchased for
cancellation and the number of shares
purchased to be held as treasury shares; and
(e) where the shares were purchased to be
held as treasury shares, a statement of: (i)
the total number of treasury shares of each
class held by the listed entity following the
purchase and non-cancellation of such
shares; and (ii) the number of shares of
each class that the listed entity has
outstanding less the total number of
treasury shares of each class held by the
listed entity following the purchase and
non-cancellation of such shares.
MLR 20.4.5 (G) (1) In Rule MLR
20.4.4(2), “treasury shares” means shares
which are: (a) admitted to the Official List;
(b) held by the same company which issued
the shares; and (c) purchased by the
company in (b) using its distributable
profits.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-58 –


--- page 896 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(4) a statement as to any material
adverse impact on the working
capital or gearing position of the
issuer (as compared with the
position disclosed in its most
recent published audited
accounts) in the event that the
proposed purchases were to be
carried out in full at any time
during the proposed purchase
period, or an appropriate
negative statement;
(5) a statement of the name of any
directors, and to the best of the
knowledge of the directors
having made all reasonable
enquiries, any close associates
of the directors, who have a
present intention, in the event
that the proposal is approved by
shareholders, to sell shares to
the issuer, or an appropriate
negative statement;
Rule 2.3, AIFC Market Rules: Directors
duties and fair treatment of shareholders
Guidance: Directors duties and fair
treatment of shareholders
Where a person referred to in MAR 2.3.1 is
required under any legislation applicable to
such a person to comply with a similar or
more stringent requirement than the
requirements in this section, compliance
with those other requirements would be
sufficient compliance for the purposes of
the relevant requirement in this section. For
example, in the case of a reduction of share
capital, more stringent procedures such as a
special resolution (i.e. a vote of at least
75% of the shareholders in voting), may be
required under the company law or other
legislation applicable to an issuer in its
jurisdiction of incorporation.
(6) a statement that the directors
will exercise the power of the
issuer to make purchases
pursuant to the proposed
resolution in accordance with
the Listing Rules and the laws of
the jurisdiction in which the
issuer is incorporated or
otherwise established;
(7) a statement as to the
consequences of any purchases
which will arise under the
Takeovers Code of which the
directors are aware, if any;
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-59 –


--- page 897 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(8) a statement giving details of any
purchases by the issuer of shares
made in the previous six months
(whether on the Hong Kong
Stock Exchange or otherwise)
giving the date of each purchase
and the purchase price per share
or the highest and lowest prices
paid for such purchases, where
relevant;
(9) a statement as to whether or not
any core connected persons of
the issuer have notified the
issuer that they have a present
intention to sell shares to the
issuer or have undertaken not to
sell any of the shares held by
them to the issuer, in the event
that the issuer is authorised to
make purchases of shares;
(10) a statement giving the highest
and lowest prices at which the
relevant shares have traded on
the Stock Exchange during each
of the previous 12 months;
(11) the disclaimer of the Stock
Exchange in the form set out
under the Listing Rules; and
(12) a statement that neither the
Explanatory Statement nor the
proposed share repurchase has
any unusual features.
Rule 10.06(2), Listing Rules:
Dealing Restrictions
The buy-back of shares by an issuer is
subject to various dealing restrictions,
including, among others, that an
issuer shall not purchase its shares on
the Stock Exchange if the purchase
price is higher by 5% or more than the
average closing market price for the
five preceding trading days on which
its shares were traded on the Stock
Exchange.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-60 –


--- page 898 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
Rule 10.06(4), Listing Rules:
Reporting Requirements
(a) An issuer shall submit for
publication to the Stock
Exchange not later than 30
minutes before the earlier of the
commencement of the morning
trading session or any pre-
opening session on the business
day following any day on which
the issuer makes a purchase of
shares (whether on the Hong
Kong Stock Exchange or
otherwise), the total number of
shares purchased by the issuer
the previous day, the purchase
price per share or the highest
and lowest prices paid for such
purchases, where relevant, and
shall confirm that those
purchases which were made on
the Stock Exchange were made
in accordance with the Listing
Rules and if the issuer’s primary
listing is on the Hong Kong
Stock Exchange, that there have
been no material changes to the
particulars contained in the
Explanatory Statement. In
respect of purchases made on
another stock exchange, the
issuer’s report must confirm that
those purchases were made in
accordance with the domestic
rules applying to purchases on
that other stock exchange. Such
reports shall be made on a return
in such form and containing
such information as the Stock
Exchange may from time to time
prescribe. In the event that no
shares are purchased on any
particular day then no return
need be made to the Stock
Exchange. The issuer should
make arrangements with its
brokers to ensure that they
provide to the issuer in a timely
fashion the necessary
information to enable the issuer
to make the report to the Stock
Exchange.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-61 –


--- page 899 ---
The Listing Rules and Hong Kong Laws AIX Business Rules and AIFC Market Rules
(b) An issuer shall also include in its
annual report and accounts a
monthly breakdown of
purchases of shares made during
the financial year under review
showing the number of shares
purchased each month (whether
on the Stock Exchange or
otherwise) and the purchase
price per share or the highest
and lowest price paid for all
such purchases, where relevant,
and the aggregate price paid by
the issuer for such purchases.
The directors’ report shall
contain reference to the
purchases made during the year
and the directors’ reasons for
making such purchases.
15. Solicitation for Proxy Proxy Solicitation
Investors holding securities in listed
companies listed on Stock Exchange
through CCASS who want to attend
the shareholders’ meetings in person
or appoint proxies to vote on their
behalf must make a request through
their broker firms or directly to
CCASS (as the case may be) to
authorise the investors as corporate
representatives or proxies of Hong
Kong Securities Clearing Company
Limited Nominees (or any successor
thereto) in respect of such
shareholding of the investors in the
listed companies.
Rule 2.3.7, AIFC Market Rules: Proxy
solicitation
The board of an issuer must ensure that for
each meeting at which shareholders are
eligible to exercise voting rights attaching
to their securities, each shareholder is
given the right and means to vote by proxy.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-62 –


--- page 900 ---
ISSUANCE OF NEW SHARES, CONVERTIBLE BONDS OR BONDS WITH
W ARRANTS
1. Sections 140 and 141, Companies
Ordinance: Allotment and Issue of
Shares
There are no corresponding or similar
provisions in AIX Business Rules or AIFC
Market Rules dealing with powers of
directors to issue shares.
The directors of a company may
exercise a power (i) to allot shares in
the company; or (ii) to grant rights to
subscribe for, or to convert any
security into, shares in the company,
only if the company gives approval in
advance by resolution of the
company.
Rules 13.36(1) to (3), Listing Rules:
Pre-emptive rights
Except in the circumstances
mentioned in Rule 13.36(2) of the
Listing Rules:
(a) the directors of the issuer shall
obtain the consent of
shareholders in general meeting
prior to allotting, issuing or
granting: (i) shares; (ii)
securities convertible into
shares; or (iii) options, warrants
or similar rights to subscribe for
any shares or such convertible
securities; and
Rule 2.3.5, AIFC Market Rules: Pre-
emption rights
The board of an issuer must, except where
otherwise provided in the constituent
documents of the issuer, ensure that an
issuer provides pre-emption rights under
which, on an issue of shares by the issuer
for cash, the shareholders of the issuer are
offered any shares to be issued in
proportion to their existing holdings prior
to the shares being offered to third parties,
unless there is prior approval of the issue of
shares without pre-emption rights by
shareholders in meeting, by a majority
vote.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-63 –


--- page 901 ---
(b) the directors of the issuer shall
obtain consent of the
shareholders in general meeting
prior to allotting any voting
shares if such allotment would
effectively alter the control of
the issuer.
No such consent as is referred to in
Rule 13.36(1)(a) of the Listing Rules
shall be required:
(a) for the allotment, issue or grant
of such securities pursuant to an
offer made to the shareholders of
the issuer which excludes for
that purpose any shareholder
that is resident in a place outside
Hong Kong provided the
directors of the issuer consider
such exclusion to be necessary
or expedient on account either of
the legal restrictions under the
laws of the relevant place or the
requirements of the relevant
regulatory body or stock
exchange in that place and,
where appropriate, to holders of
other equity securities of the
issuer entitled to be offered
them, pro rata (apart from
fractional entitlements) to their
existing holdings; or
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-64 –


--- page 902 ---
(b) if, but only to the extent that, the
existing shareholders of the
issuer have by ordinary
resolution in general meeting
given a general mandate to the
directors of the issuer, either
unconditionally or subject to
such terms and conditions as
may be specified in the
resolution, to allot or issue such
securities or to grant any offers,
agreements or options which
would or might require
securities to be issued, allotted
or disposed of, whether during
the continuance of such mandate
or thereafter, subject to a
restriction that the aggregate
number of securities allotted or
agreed to be allotted must not
exceed the aggregate of (i) 20%
of the number of issued shares of
the issuer as at the date of the
resolution granting the general
mandate (or in the case of a
scheme of arrangement
involving an introduction in the
circumstances set out in Rule
7.14(3) of the Listing Rules,
20% of the number of issued
shares of an overseas issuer
following the implementation of
such scheme) and (ii) the
number of such securities
repurchased by the issuer itself
since the granting of the general
mandate (up to a maximum
number equivalent to 10% of the
number of issued shares of the
issuer as at the date of the
resolution granting the
repurchase mandate), provided
that the existing shareholders of
the issuer have by a separate
ordinary resolution in general
meeting given a general mandate
to the directors of the issuer to
add such repurchased securities
to the 20% general mandate.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-65 –


--- page 903 ---
A general mandate given to directors
to issue and allot shares under Rule
13.36(2) of the Listing Rules shall
only continue in force until (a) the
conclusion of the first annual general
meeting of the issuer following the
passing of the resolution at which
time it shall lapse unless, by ordinary
resolution passed at that meeting, the
mandate is renewed, either
unconditionally or subject to
conditions; or (b) revoked or varied
by ordinary resolution of the
shareholders at general meeting,
whichever occurs first.
2. Rule 13.36(5), Listing Rules:
Placing of Securities for Cash
In the case of a placing or open offer
of securities for cash consideration,
the issuer may not issue any securities
pursuant to a general mandate given
under Rule 13.36 (2)(b) of the Listing
Rules if the relevant price represents a
discount of 20% or more to the
benchmarked price of the securities,
such benchmarked price being the
higher of:
(a) the closing price on the date of
the relevant placing agreement
or other agreement involving the
proposed issue of securities
under the general mandate; and
Chapter ADS 4 (R) of Admission and
Disclosure Standards for issuers:
Requirements for Admission: Specific
Securities
ADS 4.1.6 (G) For warrants, an issuer must
confirm that the class of securities to which
the warrants relate is trading on AIX or has
a primary listing on another exchange.
Rule ADS 4.3.2 (G), Admission and
Disclosure Standards
ADS 4.3.2 (G) Securities may be issued as
a result of an employee share option
scheme, a regular savings scheme or a
dividend re-investment plan, or following
the exercise of warrants or of conversion
rights attaching to a class of convertible
securities. The issuer will need to consider
its obligations (if any) as a reporting entity
to obtain the consent of the securities
holders under the AIX Business Rules for
such arrangements.
Chapter MLR 15 (R) of Markets Listing
Rules: Warrants
MLR 15.1 (R) (1) To be admitted to the
Official List, the total of all issued warrants
to subscribe for shares, if applicable, must
not, subject to Rule MLR 15.1(2), exceed
20 per cent of the issued share capital of the
applicant as at the time of issue of the
warrants.
MLR 15.1 (R) (2) Any rights under an
employee share scheme are excluded from
the twenty per cent calculation in Rule
MLR 15.1(1).
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-66 –


--- page 904 ---
(b) the average closing price in the
five trading days immediately
prior to the earlier of:
(i) the date of the
announcement of the
placing or the proposed
transaction or arrangement
involving the proposed
issue of securities under
the general mandate;
(ii) the date of the placing
agreement or other
agreement involving the
proposed issue of securities
under the general mandate;
and
(iii) the date on which the
placing or subscription
price is fixed,
unless the issuer can demonstrate that
it is in a serious financial position and
that the only way it can be saved is by
an urgent rescue operation which
involves the issue of new securities at
a price representing a discount of 20%
or more to the benchmarked price of
the securities or that there are other
exceptional circumstances. The issuer
shall provide the Hong Kong Stock
Exchange with detailed information
on the allottees to be issued with
securities under the general mandate.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-67 –


--- page 905 ---
Rule 15.02, Listing Rules: Options,
Warrants and Similar Rights
All warrants must, prior to the issue
or grant thereof, be approved by the
Stock Exchange and in addition,
where they are warrants to subscribe
equity securities, by the shareholders
in general meeting (unless they are
issued by the directors under the
authority of a general mandate
granted to them by shareholders in
accordance with Rule 13.36(2) of the
Listing Rules). In the absence of
exceptional circumstances which
would include, by way of example, a
rescue reorganisation, the Stock
Exchange will only grant approval to
the issue or grant of warrants to
subscribe securities if the following
requirements are complied with:
(1) the securities to be issued on
exercise of the warrants must
not, when aggregated with all
other equity securities which
remain to be issued on exercise
of any other subscription rights,
if all such rights were
immediately exercised, whether
or not such exercise is
permissible, exceed 20% of the
number of issued shares of the
issuer at the time such warrants
are issued. Options granted
under employee or executive
share schemes which comply
with Chapter 17 of the Listing
Rules are excluded for the
purpose of this limit; and
(2) such warrants must expire not
less than one and not more than
five years from the date of issue
or grant and must not be
convertible into further rights to
subscribe securities which
expire less than one year or more
than five years after the date of
issue or grant of the original
warrants.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-68 –


--- page 906 ---
Rule 15.03, Listing Rules
The circular or notice to be sent to
shareholders convening the requisite
meeting under Rule 15.02 of the
Listing Rules must include, at least,
(1) the maximum number of securities
which could be issued on exercise of
the warrants, (2) the period during
which the warrants may be exercised
and the date when this right
commences, (3) the amount payable
on the exercise of the warrants, (4) the
arrangements for transfer or
transmission of the warrants, (5) the
rights of the holders on the liquidation
of the issuer, (6) the arrangements for
the variation in the subscription or
purchase price or number of securities
to take account of alterations to the
share capital of the issuer, (7) the
rights (if any) of the holders to
participate in any distributions and/or
offers of further securities made by
the issuer, and (8) a summary of any
other material terms of the warrants.
3. Rules 7.19A and 7.27A, Listing
Rules: Rights Issue
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-69 –


--- page 907 ---
A proposed rights issue must be made
conditional on minority shareholders’
approval in the manner set out in Rule
7.27A of the Listing Rules if the
proposed rights issue would increase
either the number of issued shares or
the market capitalisation of the issuer
by more than 50% (on its own or
when aggregated with any other rights
issues or open offers announced by
the issuer (i) within the 12-month
period immediately preceding the
announcement of the proposed rights
issue or (ii) prior to such 12-month
period where dealing in respect of the
shares issued pursuant thereto
commenced within such 12-month
period, together with any bonus
securities, warrants or other
convertible securities (assuming full
conversion) granted or to be granted
to shareholders as part of such rights
issues or open offers).
Where minority shareholders’
approval is required for a rights issue
or open offer under Rule 7.19A or
7.24A of the Listing Rules:
(a) the rights issue or open offer
must be made conditional on
approval by shareholders in
general meeting by a resolution
on which any controlling
shareholders and their associates
or, where there are no
controlling shareholders,
directors (excluding
independent non-executive
directors) and the chief
executive of the issuer and their
respective associates shall
abstain from voting in favour;
(b) the Stock Exchange reserves the
right to require the following
parties to abstain from voting in
favour of the relevant resolution
at the general meeting:
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-70 –


--- page 908 ---
(i) any parties who were
controlling shareholders of
the issuer at the time the
decision for the transaction
or arrangement involving
the rights issue or open
offer was made or
approved by the board, and
their associates; or
(ii) where there were no such
controlling shareholders,
directors (excluding
independent non-executive
directors) and the chief
executive of the issuer at
the time the decision for
the transaction or
arrangement involving the
rights issue or open offer
was made or approved by
the board, and their
respective associates;
(c) the issuer must set out in the
circular to shareholders:
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-71 –


--- page 909 ---
(i) the purpose of the
proposed rights issue or
open offer, together with
the total funds expected to
be raised and a detailed
breakdown and description
of the proposed use of the
proceeds. The issuer shall
also include the total funds
raised and a detailed
breakdown and description
of the funds raised on any
issue of equity securities in
the 12 months immediately
preceding the
announcement of the
proposed rights issue or
open offer, the use of such
proceeds, the intended use
of any amount not yet
utilised and how the issuer
has dealt with such
amount; and (b) the
information required under
Rule 2.17 of the Listing
Rules in the circular to
shareholders; and
(ii) the issuer must comply
with the requirements
under Rules 13.39(6) and
(7), 13.40, 13.41 and 13.42
of the Listing Rules.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-72 –


--- page 910 ---
4. Rule 17.03, Listing Rules: Terms of
Share Option Schemes
The terms and provisions of the
scheme must provide, inter alia:
There are no corresponding or similar
provisions in AIX Business Rules or AIFC
Market Rules dealing with terms of share
option schemes.
(1) the purpose of the scheme;
(2) the participants of the scheme
and the basis of determining the
eligibility of the participants;
(3) the total number of shares which
may be issued in respect of all
options and awards to be granted
under the scheme and any other
schemes (the scheme mandate
limit ), together with the
percentage of the issued shares
that it represents at the date of
approval of the scheme; and,
where the participants of the
scheme include service
providers, the sublimit on the
total number of shares that may
be issued in respect of all
options and awards to be granted
to service providers (the service
provider sublimit ) within the
scheme mandate limit;
(4) the maximum entitlement of
each participant under the
scheme;
(5) the period within which an
option may be exercised by the
grantee under the scheme, which
must not be more than 10 years
from the date of grant of the
option;
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-73 –


--- page 911 ---
(6) the vesting period of options or
award to be granted under the
scheme;
(7) a description (which may be
qualitative) of the performance
targets, if any, attached to
options or awards to be granted
under the scheme or, if none, a
negative description of the target
level and performance related
measures and the method for
assessing how they are satisfied;
(8) the amount, if any, payable on
application or acceptance of the
option or award and the period
within which payments or calls
must or may be made or loans
for such purposes must be
repaid;
(9) the basis of determination of the
exercise price of options or the
purchase price of shares
awarded, if any;
(10) the voting, dividend, transfer
and other rights, including those
arising on a liquidation of the
listed issuer, attaching to the
shares and (if appropriate) any
such rights attaching to the
options or awards themselves;
(11) the life of the scheme, which
must not be more than 10 years;
(12) the circumstances under which
options or awards will
automatically lapse; and
(13) a provision for the cancellation
of options or awards granted.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-74 –


--- page 912 ---
5. Section 270 of the SFO: Insider
dealing
Chapter 5 of AIFC Market Rules:
Market Abuse
In general terms, subject to the
specified exempted circumstances,
Section 270 of the SFO prohibits
persons from dealing in listed
securities (or their derivatives) of a
corporation, or otherwise counsels or
procures another person to deal in
such listed shares (or their
derivatives) when such person is
connected with the corporation and
has information which he knows is
relevant information in relation to the
corporation.
AIFC Market Rules and AIX Business
Rules prohibit a conduct that amounts to
Market Abuse which covers:
(a) unlawful disclosure of inside
information;
(b) engaging or attempting to engage in
insider dealing;
(c) recommending that another person
engage in insider dealing or inducing
another person to engage in insider
dealing;
Section 278 of the SFO: Stock
Market Manipulation
Section 278 of the SFO prohibits
persons in Hong Kong or elsewhere
from:
(a) entering into or carrying out,
directly or indirectly, two or
more transactions in securities
of a corporation that by
themselves or in conjunction
with any other transaction
increase, or are likely to
increase, the price of any
securities traded on a relevant
recognised market or by means
of authorised automated trading
services, with the intention of
inducing another person to
purchase or subscribe for, or to
refrain from selling, securities of
the corporation or of a related
corporation of the corporation;
(d) engaging or attempting to engage in a
so-called Market Manipulation
covering (a) Market Manipulation
Activities which according to its
definition mainly concern entering
into a transaction, placing an order to
trade or any other activity or
behaviour which affects or may affect
the price of securities, or involves
delivery of false or misleading
information or any form of deception
or contrivance; and (b) Market
Manipulation Behaviour which
includes, inter alia, taking advantage
of occasional or regular access to the
traditional or electronic media by
voicing an opinion about a security
(or indirectly about its issuer) while
having previously taken positions on
that security and profiting
subsequently from the impact of the
opinions voiced on the price of that
instrument without having
simultaneously disclosed that conflict
of interest to the public in a proper
and effective way (for more details,
please refer to Rules 5.4.2 and 5.4.3,
AIFC Market Rules).
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-75 –


--- page 913 ---
(b) entering into or carrying out,
directly or indirectly, two or
more transactions in securities
of a corporation that by
themselves or in conjunction
with any other transaction
reduce, or are likely to reduce,
the price of any securities traded
on a relevant recognised market
or by means of authorised
automated trading services, with
the intention of inducing another
person to sell, or to refrain from
purchasing, securities of the
corporation or of a related
corporation of the corporation;
or
(c) entering into or carrying out,
directly or indirectly, two or
more transactions in securities
of a corporation that by
themselves or in conjunction
with any other transaction
maintain or stabilise, or are
likely to maintain or stabilise,
the price of any securities traded
on a relevant recognised market
or by means of authorised
automated trading services, with
the intention of inducing another
person to sell, purchase or
subscribe for, or to refrain from
selling, purchasing or
subscribing for, securities of the
corporation or of a related
corporation of the corporation.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-76 –


--- page 914 ---
BOARD COMPOSITION
Rules 3.10, 3.10A and 8.12, Listing Rules
Principl e 3 — Board composition and
resources, Schedule 3, AIFC Market
Rules: Corporate Governance Best
Practice Standards
Every board of directors of an issuer must
include at least three independent non-
executive directors; and at least one of the
independent non-executive directors must
have appropriate professional
qualifications or accounting or related
financial management expertise. An issuer
must appoint independent non-executive
directors representing at least one-third of
the board. A new applicant applying for a
primary listing on the Stock Exchange must
have sufficient management presence in
Hong Kong, which normally means that at
least two of its executive directors must be
ordinarily resident in Hong Kong.
Rules 3.21, 3.22 and paragraph D.3 of
Appendix C1, Listing Rules: Audit
Committee
Every listed issuer must establish an audit
committee comprising non-executive
directors only. The audit committee must
comprise a minimum of three members, at
least one of whom is an independent non-
executive director with appropriate
professional qualifications or accounting or
related financial management expertise
under Rule 3.10(2) of the Listing Rules.
The majority of the audit committee
members must be independent non-
executive directors of the listed issuer. The
audit committee must be chaired by an
independent non-executive director. The
board of directors of the issuer must
approve and provide written terms of
reference which clearly establish the
committee’s authority and duties as
required under Rule 3.22 and paragraph
D.3 of Appendix C1 to the Listing Rules for
the audit committee.
23. It may well be that no single director
has all the knowledge, skills and expertise
needed by a board to discharge its
functions. The board should have an
appropriate number and mix of individuals
to ensure that there is an overall adequate
level of knowledge, skills and expertise
commensurate with the nature, scale and
complexity of the business of the issuer.
General, Schedule 3, AIFC Market
Rules: Corporate Governance Best
Practice Standards
5. An issuer may have a small board to
reflect the small and less complex nature of
its business, as opposed to a larger and
more complex business which requires a
larger board. It may not be possible to have
a large number of committees of the small
board to undertake the functions of
committees discussed in this Schedule. In
such cases, the board as a whole may
undertake all these functions, or
alternatively, combine the roles of
committees as appropriate.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-77 –


--- page 915 ---
Rules 3.25, 3.26 and paragraph E.1 of
Appendix C1 of the Listing Rules:
Remuneration Committee
Principle 4, Schedule 3, AIFC Market
Rules: Corporate Governance Best
Practice Standards
An issuer must establish a remuneration
committee chaired by an independent non-
executive director and comprising a
majority of independent non-executive
directors, with specific terms of reference
that clearly establish its authority and
duties, including the terms of references set
out in paragraph E.1 of Appendix C1 to the
Listing Rules. The board of directors must
approve and provide written terms of
reference for the remuneration committee
which clearly establish its authority and
duties.
Paragraphs B.3 of Appendix C1 of the
Listing Rules: Nomination Committee
Issuers should establish a nomination
committee which is chaired by the
chairman of the board or an independent
non-executive director and comprises a
majority of independent non-executive
directors. The nomination committee
should be established with specific written
terms of reference which deal clearly with
its authority and duties and should perform
the duties as set out in paragraph B.3 of
Appendix C1 to the Listing Rules.
MAR 2.2.5 : “The board must ensure that
the issuer has an adequate, effective, well-
defined and well-integrated risk
management, internal control and
compliance framework.”
46. The board should, at least annually,
conduct a review of the effectiveness of the
issuer’s risk management, internal control
and compliance framework (“ systems and
controls ”) and should report to the
shareholders that it has done so. The board
may satisfy this requirement by instructing
an auditor to undertake the review and
report to it on its outcome.
47. The board should establish formal and
transparent arrangements for considering
how it should apply the financial reporting
and internal control systems, and for
maintaining an appropriate relationship
with its auditors.
Principle 4, Schedule 3, AIFC Market
Rules: Corporate Governance Best
Practice Standards
50. The board should appoint at least two
independent non-executive directors to the
audit committee. At least one of the
independent non-executive directors
appointed to the audit committee should
have recent and relevant financial
expertise. The chair of the audit committee
should be an independent non-executive
director.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-78 –


--- page 916 ---
Principle 7, Schedule 3, AIFC Market
Rules: Corporate Governance Best
Practice Standards
70. The board should establish and
maintain a remuneration committee to
assess the remuneration of directors
(including the chairman). The remuneration
committee should comprise at least three
members, with a majority of those
members being independent non-executive
directors. The chair of the committee
should be an independent non- executive
director. In addition, the chairman of the
board may also be a member but not the
chair of the committee.
Principle 3, Schedule 3, AIFC Market
Rules: Corporate Governance Best
Practice Standards
35. The board should establish and
maintain a nomination committee to lead
the process for appointments and make
recommendations to the board relating to
the appointment of board members and the
senior management. A majority of members
of the nomination committee should be
independent non-executive directors. The
chairman of the nomination committee
should be an independent non-executive
director.
Rule 2.2.2 Principle 1, AIFC Market
Rules: Board of directors
An issuer must have an effective board
which is collectively accountable for
ensuring that the issuer’s business is
managed prudently and soundly.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-79 –


--- page 917 ---
Rule 2.2.3 Principle 2, AIFC Market
Rules: Division of responsibilities
The board must ensure that there is a clear
division between the board’s responsibility
for setting the strategic aims and
undertaking the oversight of the issuer and
the senior management’s responsibility for
managing the issuer’s business in
accordance with the strategic aims and risk
parameters set by the board.
Rule 2.2.4 Principle 3, AIFC Market
Rules: Board composition and resources
The board, and its committees, must have
an appropriate balance of skills,
experience, independence and knowledge
of the issuer’s business, and adequate
resources, including access to expertise as
required and timely and comprehensive
information relating to the affairs of the
issuer.
INTERESTED PERSON TRANSACTIONS OR CONNECTED TRANSACTIONS
Chapter 14A of the Listing Rules
(Connected Transactions)
Rule 2.5, AIFC Market Rules: Related
party transactions
Rule 2.5.1, AIFC Market Rules:
Application
Chapter 14A of the Listing Rules specifies
circumstances in which transactions
between an issuer and certain specified
persons (including connected persons) are,
unless otherwise exempted, subject to the
shareholders’ approval, annual review and
disclosure requirements.
This section applies, subject to MAR 2.5.4,
to: (a) an issuer; and (b) a related party of
such an issuer.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-80 –


--- page 918 ---
Rules 14A.07 and 14A.24, Listing Rules
“Connected person” is defined to include a
director, chief executive or substantial
shareholder of the listed issuer or any of its
subsidiaries, any person who was a director
of the listed issuer or any of its subsidiaries
in the last 12 months, a supervisor of a PRC
issuer or any of its subsidiaries, an
associate of the respective persons as
aforesaid, a connected subsidiary, or a
person deemed to be connected by the
Stock Exchange.
“Transaction” include both capital and
revenue nature transactions, whether or not
conducted in the ordinary and usual course
of business of the listed issuer’s group.
This includes the following types of
transactions:
Rule 2.5.2, AIFC Market Rules:
Definitions
In this section, unless otherwise provided:
(i) the acquisition or disposal of assets
by a listed issuer’s group including
deemed disposals;
(ii) any transaction involving a listed
issuer’s group granting, accepting,
transferring, exercising or terminating
an option to acquire or dispose of
assets or to subscribe for securities; or
the listed issuer’s group deciding not
to exercise an option to acquire or
dispose of assets or to subscribe for
securities;
(a) a person is a related party of an issuer
if that person:
(i) is, or was within the 12 months
before the date of the related
party transaction: (A) a director
or a person involved in the
senior management of the issuer
or a member of its group; (B) an
associate of a person referred to
in (a)(i)(A); or
(ii) owns, or has owned within 12
months before the date of the
related party transaction, voting
securities carrying more than 5%
of the voting rights attaching to
all the voting securities of either
the issuer or a member of its
group; or
(iii) is, or was within the 12 months
before the date of the related
party transaction, a person
exercising or having the ability
to exercise significant influence
over the issuer or an associate of
such a person; and
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-81 –


--- page 919 ---
(iii) entering into or terminating finance
leases or operating leases or sub-
leases;
(b) a transaction is a related party
transaction if it is a transaction:
(iv) granting an indemnity or providing or
receiving financial assistance.
“Financial assistance” includes
granting credit, lending money, or
providing an indemnity against
obligations under a loan, or
guaranteeing or providing security for
a loan;
(v) entering into an agreement or
arrangement to set up a joint venture
entity in any form, such as a
partnership or a company, or any
other form of joint arrangement;
(vi) issuing new securities of the listed
issuer or its subsidiaries, including
underwriting or sub-underwriting an
issue of securities;
(i) between an issuer and a related
party; or
(ii) under which the issuer invests in
another undertaking or asset, or
provides financial assistance to
another undertaking, in which a
related party also has a financial
interest; or
(iii) between the issuer and any other
person the purpose or effect of
which is to benefit a related
party; or
(iv) of the kind referred to in (i)-(iii)
and is between a subsidiary of an
issuer and a related party of the
issuer.
(vii) providing, receiving or sharing
services; or
Guidance: Definitions
(viii) acquiring or providing raw materials,
intermediate products and/or finished
goods.
Any transaction between a subsidiary of an
issuer and a related party is included within
the definition of a related party transaction.
This is because a related party may,
through the issuer, be able to influence
terms which are more favourable to the
related party when transacting with the
subsidiary. Such transactions could be
detrimental to the interests of the issuer.
Rules 14A.35 to 37, 14A.49, 14A.71,
14A.76, Listing Rules: Reporting,
Announcement and Independent
Shareholders’ Approval Requirements
for Connected Transactions
Rules 14A.35, 14A.36, Listing Rules
The listed issuer must announce the
connected transaction as soon as
practicable after its terms have been
agreed. Unless it is exempted under the
Listing Rules, the connected transaction
must be conditional on shareholders’
approval at a general meeting held by the
listed issuer. Any shareholder who has a
material interest in the transaction must
abstain from voting on such a resolution.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-82 –


--- page 920 ---
Rules 14A.37, 14A.73, 14A.76, Listing
Rules
Rule 2.5.3, AIFC Market Rules: Related
party transaction procedures
Certain categories of transactions are
exempt from the general meeting
requirements and the Stock Exchange
accepts a written shareholder’s approval
(subject to certain conditions as set out in
Rule 14A.37 of the Listing Rules), and
certain transactions are subject only to
annual review and disclosure requirements.
Amongst other exemptions under the
Listing Rules, a connected transaction
(other than an issue of new securities by the
listed issuer) conducted on normal
commercial terms or better will constitute a
de minimis transaction under Rule
14A.76(1) of the Listing Rules, which will
be exempt from shareholders’ approval,
annual review and all disclosure
requirements, where each of the percentage
ratios (other than the profits ratio) is less
than 0.1% or less than 1% (where the
connected transaction only involves a
connected person(s) at the issuer’s
subsidiary’s level), or each of the
percentage ratios (other than the profits
ratio) is less than 5% and the total
consideration is less than HK$3,000,000
(or in the case of any financial assistance,
the total value of the financial assistance
plus any monetary advantage to the
connected person or commonly held
entity).
If an issuer enters into a related party
transaction or a series of related party
transactions in any 12-month period and
the value of such transaction(s) is greater
than 5% of value of the net assets of the
issuer as stated in its most recent financial
reports, the issuer must, no later than the
time when the terms of the transaction or
arrangement are agreed, make public
disclosure which sets out:
(a) the nature of the related party
relationship;
(b) the name of the related party;
(c) the date and the value of the
transaction or arrangement; and
(d) any other information necessary to
assess whether the transaction or
arrangement is fair and reasonable
from the perspective of the issuer and
of the stakeholders who are not a
related party, including minority
shareholders and creditors.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-83 –


--- page 921 ---
Rules 14A.49, 14A.71, Listing Rules:
Reporting Requirements
The listed issuer’s annual report must
contain the following information on the
connected transactions conducted in that
financial year (including continuing
connected transactions under agreements
signed in previous years):
(1) the transaction date;
(2) the parties to the transaction and a
description of their connected
relationship;
(3) a brief description of the transaction
and its purpose;
(4) the total consideration and terms;
(5) the nature of the connected person’s
interest in the transaction; and
(6) for continuing connected transactions,
(a) confirmation from the listed
issuer’s independent non-
executive directors on the
matters set out in Rule 14A.55
of the Listing Rules; and
(b) statement from the listed
issuer’s board of directors
whether the auditors have
confirmed the matters set out in
Rule 14A.56 of the Listing
Rules.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-84 –


--- page 922 ---
Rules 14A.81 to 14A.86, Listing Rules:
Aggregation of Transactions
Rule 2.5.4, AIFC Market Rules:
Exemptions
The Stock Exchange will aggregate a series
of connected transactions and treat them as
if they were one transaction if they were all
entered into or completed within a 12-
month period or are otherwise related. The
listed issuer must comply with the
applicable connected transaction
requirements based on the classification of
the connected transactions when
aggregated. The aggregation period will
cover 24 months if the connected
transactions are a series of acquisitions of
assets being aggregated which may
constitute a reverse takeover.
Factors that the Hong Kong Stock
Exchange will consider for aggregation of a
series of connected transactions include
whether:
(1) they are entered into by the listed
issuer’s group with the same party, or
parties who are connected with one
another;
(2) they involve the acquisition or
disposal of parts of one asset, or
securities or interests in a company or
group of companies; or
(3) they together lead to substantial
involvement by the listed issuer’s
group in a new business activity.
The requirements in this section do not
apply transaction referred to in MAR
2.5.2(b):
(a) where the transaction is made in the
ordinary course of business and on
commercial terms no less favourable
than those of an arm’s length
transaction with an unrelated party; or
(b) where it, or any series of transactions
with the same related party in any
12-month period, does not exceed
0.25% of the value of the net assets of
the issuer as stated in its most recent
financial reports; or
(c) where it is made in accordance with
the terms of an employee share
scheme or other employee incentive
scheme approved by the board of the
issuer; or
(d) where it involves the issue of new
securities for cash or pursuant to the
exercise of conversion or subscription
rights attaching to securities issued to
existing shareholders where the
securities are traded on AIX.
The Stock Exchange may aggregate all
continuing connected transactions with a
connected person.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-85 –


--- page 923 ---
The listed issuer must consult the Stock
Exchange before the listed issuer’s group
enters into any connected transaction if:
Rule 6.3, AIFC Market Rules:
Managers’ transactions
Rule 6.3.1, AIFC Market Rules:
Notification of transactions
(1) the transaction and any other
connected transactions entered into or
completed by the listed issuer’s group
in the last 12 months fall under any of
the circumstances described in Rule
14A.82 of the Listing Rules; or
(2) the transaction and any other
transactions entered into by the listed
issuer’s group involve the acquisition
of assets from a person or group of
persons or any of their associates
within 24 months after the person(s)
gain control (as defined in the
Takeovers Code) of the listed issuer.
The listed issuer must provide information
to the Stock Exchange on whether it should
aggregate the transactions.
The Stock Exchange may aggregate a listed
issuer’s connected transactions even if the
listed issuer has not consulted the Stock
Exchange.
Persons discharging managerial
responsibilities within an issuer must
notify the issuer and the AFSA, in
accordance with the rules in MAR 6.3, of
every transaction conducted on their own
account relating to the shares or debt
instruments of that issuer or to derivatives
or other securities linked thereto.
Rule 6.3.2, AIFC Market Rules:
Transactions on behalf of Persons
discharging managerial responsibilities
Transactions that must be notified under
MAR 6.3.1 (Notification of transactions)
must also include:
(a) the pledging or lending of securities
by or on behalf of a person
discharging managerial
responsibilities, save that a pledge, or
a similar security interest, of
securities in connection with the
depositing of the securities in a
custody account does not need to be
notified, unless and until such time
that such pledge or other security
interest is designated to secure a
specific credit facility; and
(b) transactions undertaken by persons
professionally arranging or executing
transactions or by another person on
behalf of a person discharging
managerial responsibilities, including
where discretion is exercised.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-86 –


--- page 924 ---
Rules 14A.73, 14A.76, 14A.89, 14A.92 to
14A.101, Listing Rules: Exemptions
The connected transactions which can be
exempt from the connected transaction
requirements include:
(1) de minimis transactions;
(2) financial assistance;
(3) issue of new securities by the listed
issuer or its subsidiary if (a) the
connected person receives a pro rata
entitlement to the issue as a
shareholder; (b) the connected person
subscribes for the securities in a rights
issue or open offer; (c) the securities
are issued to the connected person
under a share option scheme; or (d)
the securities are issued under a
“top-up placing and subscription”;
(4) dealings in securities on the Stock
Exchange as prescribed under Rule
14A.93 of the Listing Rules;
(5) any repurchase of own securities by a
listed issuer or its subsidiary from a
connected person on Stock Exchange
or a recognised stock exchange or
under a general offer made under the
Code on Share Buy-backs;
(6) the entering into of a service contract
by a director of the listed issuer with
the listed issuer or its subsidiary;
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-87 –


--- page 925 ---
(7) the purchase and maintenance of
insurance for a director of the listed
issuer or its subsidiaries against
liabilities to third parties that may be
incurred in the course of performing
his duties are fully exempt if it is in
the form permitted under the laws of
Hong Kong and where the company
purchasing the insurance is
incorporated outside Hong Kong, the
laws of the company’s place of
incorporation;
(8) the acquisition as consumer or selling
consumer goods or services to a
connected person on normal
commercial terms or better in its
ordinary and usual course of business
if such goods and services are (a) of a
type ordinarily supplied for private
use or consumption, (b) for the
acquirer’s own consumption or use,
(c) consumed or used by the acquirer
in the same state as when they were
acquired, (d) on terms no more
favourable to the connected person or
no less favourable to the listed
issuer’s group than those available
from independent third parties;
Rule 6.3.4, AIFC Market Rules:
Notification to be made promptly
The notification in MAR 6.3.1 must be
made promptly and no later than three
business days after the date of the
transaction.
Rule 6.3.5, AIFC Market Rules:
Disclosure to the public
The issuer must ensure that the information
that is notified in accordance with MAR
6.3.1 is made public promptly and no later
than three business days after the
transaction in a manner which enables fast
access to the information on a non-
discriminatory basis.
(9) the sharing of administrative services
between the listed issuer’s group and
a connected person on a cost basis;
(10) transactions with associates of
passive investors; and
(11) transactions with connected persons
at the subsidiary level.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-88 –


--- page 926 ---
RESTRICTIONS ON DEALINGS OF DIRECTORS BEFORE PUBLICATION OF
THE FINANCIAL RESULTS
Rules A.3, B.8, B.9 and C.14 of Appendix
C3, Listing Rules
Rule 2.4.2, AIFC Market Rules:
Prohibition on dealing
Rule A.3
A director must not deal in any securities of
the listed issuer on any day on which its
financial results are published and:
(a) A restricted person must not engage in
dealing in the securities of the issuer
during a closed period except in the
circumstances specified in MAR 2.4.4
or MAR 2.4.5.
(i) during the period of 60 days
immediately preceding the
publication date of the annual results
or, if shorter, the period from the end
of the relevant financial year up to the
publication date of the results; and
(ii) during the period of 30 days
immediately preceding the
publication date of the quarterly
results (if any) and half-year results
or, if shorter, the period from the end
of the relevant quarterly or half-year
period up to the publication date of
the results,
unless the circumstances are exceptional as
described in Rule C.14 below. In any event,
the director must comply with the
procedure in the Rules B.8 and B.9 of the
Model Code for Securities Transactions by
Directors of Listed Issuers (the “ Directors
Dealing Code ”).
The listed issuer must notify the Stock
Exchange in advance of the commencement
of each period during which directors are
not allowed to deal under Rule A.3 of the
Directors Dealing Code.
(b) The prohibition in (a) applies to any
dealing by restricted persons whether
or not such dealings are with another
restricted person or any other person.
Rule 2.4.3, AIFC Market Rules:
Definition of “closed period” and
“dealing in Securities”
For the purposes of MAR 2.4.2:
(a) a ‘closed period’ is
(i) the period from the relevant
financial year end up to and
including the time of the
announcement or publication of
the annual financial statements
and/or results; and
(ii) if the issuer reports on a semi-
annual basis, the period from the
end of the relevant semi-annual
financial period up to and
including the time of the
announcement or publication of
the semi-annual financial
statements and/or results; or
(iii) if the issuer reports on a
quarterly basis, the period from
the end of the relevant quarter
up to and including the time of
the announcement or publication
of the quarterly financial
statements and/or results.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-89 –


--- page 927 ---
Rule C.14 (b) ‘dealing in securities’ means:
If a director proposes to sell or otherwise
dispose of securities of the listed issuer
under exceptional circumstances where the
sale or disposal is otherwise prohibited
under the Directors Dealing Code, the
director must, in addition to complying
with other provisions of the Directors
Dealing Code, comply with the provisions
of the Rule B.8 of the Directors Dealing
Code regarding prior written notice and
acknowledgement. The director must
satisfy the chairman or the designated
director that the circumstances are
exceptional and the proposed sale or
disposal is the only reasonable course of
action available to the director before the
director can sell or dispose of the
securities. The listed issuer shall give
written notice of such sale or disposal to
the Stock Exchange as soon as practicable
stating why it considered the circumstances
to be exceptional. The listed issuer shall
publish an announcement in accordance
with Rule 2.07C of the Listing Rules
immediately after any such sale or disposal
and state that the chairman or the
designated director is satisfied that there
were exceptional circumstances for such
sale or disposal of securities by the
director.
(i) any acquisition or disposal of, or
agreement to acquire or dispose
of, securities of the issuer; or
(ii) entering into a contract (such as
a contract for difference) the
purpose of which is to secure a
profit or avoid a loss by
reference to fluctuations in the
price of the securities of the
issuer; or
(iii) the grant, acceptance,
acquisition, disposal, exercise or
discharge of any option to
acquire or dispose of any
securities of the issuer; or
(iv) entering into, or terminating,
assigning or novating any stock
lending agreement in respect of
the securities of the issuer; or
(v) using as security, or otherwise
granting a charge, lien or other
encumbrance over the securities
of the issuer; or
(vi) any other transaction including a
transfer for no consideration, or
the exercise of any power or
discretion effecting a change of
ownership of a beneficial
interest in, the securities of the
issuer.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-90 –


--- page 928 ---
Rule B.8 Rule 2.4.4, AIFC Market Rules:
Clearance to deal
Under the Directors Dealing Code, a
director must not deal in any securities of
the issuer without first notifying in writing
the chairman or a director (otherwise than
himself) designated by the board for the
specific purpose and receiving a dated
written acknowledgement. In his own case,
the chairman must first notify the board at
a board meeting, or alternatively notify a
director (otherwise than himself)
designated by the board for the purpose and
receive a dated written acknowledgement
before any dealing. The designated director
must not deal in any securities of the listed
issuer without first notifying the chairman
and receiving a dated written
acknowledgement. In each case, (a) a
response to a request for clearance to deal
must be given to the relevant director
within five business days of the request
being made; and (b) the clearance to deal in
accordance with (a) above must be valid for
no longer than five business days of
clearance being received.
Rule B.9
The procedure established within the listed
issuer must, as a minimum, provide for
there to be a written record maintained by
the listed issuer that the appropriate
notification was given and acknowledged
pursuant to Rule B.8 of the Directors
Dealing Code, and for the director
concerned to have received written
confirmation to that effect.
(1) The prohibition in MAR 2.4.2 (1)
does not apply in relation to any
dealing in securities where the
restricted person has obtained prior
clearance to deal as provided in (2)
and (3).
(2) For the purposes of (1), prior written
clearance to deal in the securities of
an issuer must be obtained:
(a) from a director designated by the
board for the purposes of
providing clearances to deal;
and
(b) in the case of dealings by the
director designated for the
purpose of providing clearances
to deal, from the full board or
another director designated by
the board for the purposes of
providing such clearance.
(3) For the purposes of (1) and (2), a
director of the issuer must not be
given written clearance to deal in any
securities of the issuer during any
period when there exists any matter
which constitutes inside information
unless the person responsible for
granting clearance has no reason to
believe that the proposed dealing is or
may be in breach of the Framework
Regulations of AIFC or AIX Market
Rules.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-91 –


--- page 929 ---
Rule 2.4.5, AIFC Market Rules: Exempt
dealings
The prohibition in MAR 2.4.2 (1) does not
apply in relation to any dealing in
securities in the issuer if such dealing by
the restricted person relates to:
(a) undertakings or elections to take up,
or the taking up of, an entitlement
under a rights issue or dividend
reinvestment offer, or allowing such
an entitlement or offer to lapse; or
(b) undertakings to accept, or the
acceptance of, a takeover offer under
the takeover rules; or
(c) dealings where the beneficial interest
in the relevant security does not
change; or
(d) transactions between the restricted
person and an associate of such a
person; or
(e) transactions relating to dealings in an
employee share scheme in accordance
with the terms of such a scheme.
Rule 6.3.8, AIFC Market Rules: Closed
period
A person discharging managerial
responsibilities within an issuer must not
conduct any transactions on their own
account or for the account of a third party,
directly or indirectly, relating to the shares
or debt instruments of the issuer or to
derivatives or other securities linked to
them during a closed period as defined in
MAR 2.4.3.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-92 –


--- page 930 ---
Rule 6.3.9, AIFC Market Rules:
Discretion to permit trading with the
closed period
An issuer may allow a person discharging
managerial responsibilities within it to
trade on its own account or for the account
of a third party during a closed period
either:
(a) on a case-by-case basis due to the
existence of exceptional
circumstances, such as severe
financial difficulty, which require the
immediate sale of shares; or
(b) due to the characteristics of the
trading involved for transactions
made under, or related to, an
employee share scheme or saving
scheme, qualification or entitlement
of shares, or transactions where the
beneficial interest in the relevant
security does not change.
II. Takeover Obligations
1. The Takeover Code
Public companies with a primary listing of their equity securities in Hong Kong fall
within the regulatory framework of the Takeovers Code. The Takeovers Code is not legally
enforceable. Its purpose is to provide guidelines for companies and their advisers
contemplating, or becoming involved in, takeovers and mergers affecting public companies in
Hong Kong.
The aim of the Takeovers Code is to ensure fair treatment of shareholders who are
affected by takeovers, mergers and share buy-backs. It requires the timely disclosure of
adequate information to enable shareholders to make an informed decision as to the merits of
any offer. It also provides an orderly framework within which takeovers, mergers and share
buy-backs are to be conducted.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-93 –


--- page 931 ---
The Takeovers Code regulates acquisitions of shares (whether by way of takeovers,
mergers and share buy-back) in an offeree company and a potential offeree company, or a
company in which control may change or be consolidated would be relevant. Control is
currently defined as a holding, or aggregate holdings, of 30.0% or more of the voting rights of
a company, irrespective of whether that holding or holdings gives de facto control.
The Takeovers Code also applies not only to the offeror and the offeree company, but also
to those persons “acting in concert” with the offeror. Under the Takeovers Code, “persons
acting in concert” are persons who “pursuant to an agreement or understanding (whether formal
or informal), actively cooperate to obtain or consolidate control of a company through the
acquisition by any of them of voting rights of the company”. The Takeovers Code also
describes classes of persons who are presumed to be acting in concert with others in the same
class unless the contrary is established.
The Takeovers Code requires the making of a mandatory general offer to holders of each
class of equity share capital of the offeree company, whether the class carries voting rights or
not, and also to the holders of any class of voting non-equity share capital in which such
person, or persons acting in concert with him, hold shares, unless a waiver has been granted
by the executive of the Securities and Futures Commission, where a person or a group of
persons acting in concert (a) acquires control of a company (meaning 30.0% or more of the
voting rights), whether by a series of transactions over a period of time, or not; or (b) when
already holding between 30.0% and 50.0% of the voting rights of a company, acquires more
than 2.0% of the voting rights in the offeree company in a twelve-month period ending on and
inclusive of the date of the relevant acquisition.
In either of the above cases, an offer must be made to the shareholders. The offer must
be in cash or accompanied by a cash alternative at not less than the highest price paid by the
offeror (or any person acting in concert with it) for shares of that class of the offeree company
during the offer period and within six months prior to its commencement.
2. Rules and regulations corresponding or similar to the Takeover Code under the AIX
and AIFC regulatory frameworks
The AIFC Companies Regulations No. 2 of 2017 (as in effect at the date of this
prospectus) — Chapter 11 (Protection of Minorities in Takeovers) — provide for takeover rules
which apply to private and public companies which have been incorporated at the AIFC. Since
our Company was incorporated in Hong Kong, i.e., outside of AIFC, such takeover rules do not
apply to us. Nevertheless, the prospective investors shall be aware of AFSA’s power to set up
takeover rules which apply to any public company whose securities are admitted to the Official
List of the AIX at any time it considers appropriate. If adopted upon admission of the Shares
to the Official List of the AIX, our Company will be subject to AFSA approved takeover rules.
According to the AIFC Financial Services Framework Regulations (AIFC Regulations No. 18
of 2017), Chapter 9 — Takeovers, 88 “Takeover Rules”.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-94 –


--- page 932 ---
“The AFSA may prescribe by Rules (“ the Takeover Rules ”):
(a) the procedures for and obligations of Persons in respect of a Takeover of and Issuer
whose Securities are admitted to an Official List with a view to ensuring:
(i) that where a Takeover takes place, it does so in an efficient, competitive, fair
and informed market;
(ii) that shareholders are treated fairly and shareholders of the same class are
treated the same; and
(iii) that a Takeover is conducted in and orderly framework;
(b) principles to be observed by a Person involved in a Takeover (“ the Takeover
Principles ”), relating to, but not limited to:
(i) treatment of shareholders and of classes of shareholders in a Takeover;
(ii) adequacy of time and of information provided to shareholders to enable proper
consideration of a Takeover bid;
(iii) avoidance of the creation of false market; and
(iv) avoidance of oppression of minorities.
A Person who is involved in a Takeover of an Issuer whose Securities are admitted to an
Official List must comply with and observe the spirit and the wording of the Takeover
Principles.
The requirements of section 88 do not apply to Listed Funds”.
III. AIX Regulations regarding the Mining Companies and Regional Equity Market
Companies
According to the AIX Business Rules, our Company, in addition to generally applicable
AIX Markets Listing Rules, may be subject to the requirements of the AIX Mining Companies
Rules (MCR) and AIX Regional Equity Market Rules (REM) (both form part of the AIX
Business Rules). The above additional AIX Business Rules impose additional requirements,
waivers and modifications of AIX Markets Listing Rules.
For listed issuers that are, and applicants for admission to trading on AIX as, both mining
companies and REM companies, the concessions and additional requirements set out in both
the AIX Regional Equity Market Rules and AIX Mining Company Rules shall apply.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-95 –


--- page 933 ---
In relation to Rule MCR 5.2 and Rule REM 3.1(a), which offer different concessions in
relation to the requirement in Rule MLR 4.1(1) for the provision of previous years’ financial
statements, Rule REM 3.1(a) prevails over Rule MCR 5.2.
If another provision of the AIX Business Rules offers a concession for a specific category
of issuer or applicant, and AIX Mining Company Rules also offer a different concession from
the relevant underlying provision of the AIX Business Rules, the issuer or applicant may elect
which concessionary provision shall prevail (unless otherwise specified by AIX by Notice).
AIX Mining Companies Rules
Our Company falls under the definition of a mining company as such is defined in
the AIX Mining Company Rules (part of AIX Business Rules).
A mining company is a listed issuer, or applicant for admission to trading on AIX
of its shares, that has, as its principal business activities: (a) the prospecting or
exploration for minerals (excluding petroleum), and/or (b) development or production
activities in respect of minerals.
Therefore, when applying for admission to trading on AIX, the Company must, in
addition to AIX and AIFC rules and regulations generally applicable to AIX listing
applicants, comply with AIX Mining Company Rules.
AIX may waive or modify one or more requirements of AIX Mining Company Rules
where appropriate, provided that such waiver or modification would not unduly prejudice
holders of securities in the affected mining companies.
The requirements of AIX Mining Company Rules depend on whether the applicant
for trading a Tier 1 or Tier 2 mining company is. Our Company falls under the category
of the Tier 1 mining company is a company which has 50 per cent or more ownership
interest in a mining project with proved reserves or measured resources in accordance
with the applicable Tier 1 reporting standard, and have capability to develop them (JORC
Code, or the Canadian National Instrument 43-101 “Standards of Disclosure for Mineral
Projects)” because our Company’s reserves are proved in accordance with JORC Code.
In assessing the suitability for listing of an applicant that is a mining company AIX,
in addition to generally applicable factors in the AIX Markets Listing Rules, will also take
into account the following:
 the experience and technical expertise of the applicant’s management and
directors relevant to its business and industry, and their relevant public
company experience;
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-96 –


--- page 934 ---
 the availability to the applicant of suitably qualified technical personnel and
experts, and the infrastructure required for the applicant’s proposed
exploration, development and production programmes;
 the status and terms of the applicant’s rights and licenses for its mineral
projects and proposed activities;
 the applicant’s ability to comply with the terms of its mining licenses and
material contracts, and with applicable laws;
 the applicant must have the permission of the MIC for the listing on AIX;
 the applicant must have the financial capability to execute its stated work
programme for eighteen (18) months following admission to trading on AIX,
taking into account any expected production;
 the applicant’s prospectus must:
o comply with the applicable qualifying reporting standard (JORC Code in
case of our Company), to the extent it contains information relating to the
mining company’s mineral projects;
o set out sufficient details of the applicant’s current and planned
exploration, development and production activities; and
o contain, or be accompanied by, a report or reports by a competent person
setting out the status of exploration, and assessments of reserves and
resources, in respect of each of the applicant’s mineral projects.
Along with the above requirements the AIX Mining Companies Rules provide the
following easement from the general AIX Markets Listing Rules: MLR 4.1(2) requiring
one of the previous three years’ financial statements to show a net profit is not applicable.
AIX Regional Equity Market Rules
At the same time as it submits an application for admission to the Official List, an
applicant must inform AIX whether it considers it will have a free-float market
capitalization of its shares on all regulated exchanges (in our Company’s case — the
Stock Exchange and AIX) of less than USD200 million at the time of being admitted to
trading on AIX.
Based on an assessment of that criteria AIX will determine whether the applicant is
a regional equity market company (REM company).
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-97 –


--- page 935 ---
If AIX determines that the applicant is a REM company, AIX will advise the
applicant by notice (and will publicly disclose at the time of the REM company being
admitted to trading) that the applicant is a REM company.
Shares of a REM company shall be a different market segment and will be displayed
on the Official List of AIX under the sub-heading “Regional Equity Market Segment
(REMS)”.
In respect of an applicant that is a REM company, the AIX Markets Listing Rules
apply with the following amendments identified below:
 Rule MLR 4.1(1) (requiring three years’ audited financial statements) is
replaced with:
“An Applicant to AIX must have published or filed audited financial statements
which: (1) cover a prior period of one (1) year, or as otherwise reasonably
acceptable to AIX. The audited financial statements must either be not older
than: (a) 18 months as at the date of application if the Issuer includes audited
interim financial statements in the application; or (b) 15 months as at the date
of application if the Issuer includes unaudited interim financial statements in
the application.”;
 Rule MLR 4.1(2) (requiring one (1) of the previous three (3) years’ audited
financial statements to show a net profit) is not applicable;
 Rule MLR 4.2(2) (allowing AIX to accept a shorter period than three (3) years
for financial statements) is not applicable;
 Rule MLR 7 (requiring an Applicant to be able to demonstrate independence
from any controlling shareholders) is not applicable;
 Rule MLR 11.1(2) (requiring at least 25 per cent of the Shares for which the
Application is made to be in public hands) is replaced with:
“For the purposes of (1), a sufficient number of Shares will be taken to have
been distributed to the public when at least 15 per cent of the Shares for which
application for admission to the Official List has been made are in public
hands. However, AIX reserves the right to decrease this minimum amount,
should it decide in its discretion to do so.”;
 Rule MLR 11.2 (providing AIX may waive or modify Rule MLR 11.1(2) to
accept a percentage lower than 25 per cent) is replaced with:
“AIX may waive or modify Rule MLR 11.1(2) to accept a percentage lower
than 15 per cent if it considers that the market will operate properly with a
lower percentage in view of additional factors.”;
 Rule MLR 20.5.1(2) (requiring a Listed Entity to ensure that it can operate its
business independently of a controlling shareholder and any Associate) is not
applicable.
APPENDIX V FURTHER INFORMATION ABOUT LISTING ON
THE STOCK EXCHANGE AND THE AIX
– V-98 –


--- page 936 ---
1. FURTHER INFORMATION ABOUT OUR COMPANY
A. Incorporation
Our Company was incorporated in Hong Kong under the Companies Ordinance as a
private company with limited liability on August 29, 2014. Our registered office is at Suite
4501, 45th Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong. Our
Company will change our company status from a private company to a public company limited
by shares from the date on which this prospectus (together with other documents required) are
submitted to the Registrar of Companies in Hong Kong following the approval and adoption
of the Articles of Association (which will take effect from the date on which this prospectus
(together with the other documents required) are submitted to the Registrar of Companies in
Hong Kong) by our Shareholders by way of resolutions in writing passed on August 15, 2025.
As our Company is incorporated in Hong Kong, we are subject to the Companies
Ordinance and the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the
applicable laws of Hong Kong. We are also regulated by our Articles of Association, a summary
of which is set out in Appendix IV to this prospectus.
B. Changes in the Share Capital of Our Company
Pursuant to the Companies Ordinance, companies incorporated in Hong Kong do not have
an authorized share capital and there is no concept of par value in respect of issued shares.
The following sets forth the alteration in the share capital of our Company within the two
years immediately preceding the date of this prospectus:
On May 15, 2023, the Company increased its issued share capital from HK$10,000 to a
total sum comprising HK$10,000.00 and RMB395,588,235.29. No Shares were issued.
On January 24, 2024, the issued share capital of our Company of HK$10,000.00 and
RMB395,588,235.29 was converted and redenominated into a total sum of
HK$465,652,955.88. No Shares were issued.
As of the Latest Practicable Date, we have a total of 11,765 Shares in issue.
Save as disclosed above, there has been no change in our share capital within the two
years immediately preceding the date of this prospectus.
C. Changes in the Share Capital of Our Subsidiaries
A summary of the corporate information and the particulars of our subsidiaries are set out
in the Accountant’s Report as set out in Appendix I to this prospectus.
There has been no change in the share capital of our subsidiaries within the two years
immediately preceding the date of this prospectus.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-1 –


--- page 937 ---
D. Written Resolutions Passed by Our Shareholders
Pursuant to the written resolutions passed by our Shareholders on August 15, 2025,
among others:
(a) the Articles of Association were adopted in substitution of and to the exclusion of
the existing articles of association of our Company with effect from the date on
which this prospectus (together with the other documents required) are submitted to
the Registrar of Companies in Hong Kong;
(b) conditional on all the conditions set out in the paragraph headed “Structure of the
Global Offering — Conditions of the Global Offering” in this prospectus being
fulfilled:
(i) the Listing, the Global Offering and the grant of the Over-allotment Option
were approved and the Directors were authorized to allot and issue the Offer
Shares pursuant to the Global Offering and such number of Shares as may be
required to be allotted and issued upon the exercise of the Over-allotment
Option;
(ii) a general unconditional mandate would be granted to the Directors to allot,
issue and deal with the Shares or securities convertible into Shares or options,
warrants or similar rights to subscribe for the Shares or such convertible
securities and to make or grant offers, agreements or options which would or
might require the exercise of such powers whether during or after the end of
the Relevant Period (as defined below), provided that the aggregate number of
Shares allotted or agreed to be allotted by the Directors other than pursuant to
a (1) rights issue; (2) any scrip dividend scheme or similar arrangement
providing for the allotment of the Shares in lieu of the whole or part of a
dividend on the Shares; and (3) a specific authority granted by the
Shareholder(s) in general meeting, shall not exceed the aggregate of:
(A) 20% of the total number of Shares in issue immediately following the
completion of the Global Offering; and
(B) the aggregate number of Shares repurchased by the Company (if any)
under the general mandate to repurchase Shares referred to in paragraph
below,
such mandate to remain in effect during the period from the passing of the
resolution until the earliest of (1) the conclusion of the next annual general
meeting of the Company, unless renewed by an ordinary resolution of our
Shareholders in a general meeting, either unconditionally or subject to
conditions, (2) the end of the period within which the Company is required by
the Articles of Association or any applicable laws to hold its next annual
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-2 –


--- page 938 ---
general meeting and (3) the date on which the mandate is varied or revoked by
an ordinary resolution of the Shareholders in general meeting (the “ Relevant
Period ”), and the Directors were authorized to exercise the powers of the
Company referred to above in respect of the share capital of the Company
referred to in paragraph (B) above; and
(iii) a general unconditional mandate was given to the Directors to exercise all
powers of our Company to repurchase the Shares on the Hong Kong Stock
Exchange, or on any other stock exchange on which the Shares may be listed
(and which is recognized by the SFC and the Hong Kong Stock Exchange for
this purpose) with an aggregate number of not exceeding 10% of the total
number of Shares immediately following the completion of the Global Offering
but excluding (where applicable) any shares which may be issued pursuant to
the exercise of the Over-allotment Option of the Company in accordance with
all applicable laws and the requirements of the Listing Rules, such mandate to
remain in effect during the period from the passing of the resolution until the
conclusion of the next annual general meeting of our Company, or the date by
which the next annual general meeting of our Company is required by the
Articles of Association or the Companies Ordinance to be held, or the passing
of an ordinary resolution by our Shareholders revoking or varying the authority
given to the Directors, whichever occurs first; and
(iv) the general unconditional mandate mentioned in paragraph (b)(ii) above be
extended by the addition to the total number of issued Shares of our Company
which may be allotted, issued or dealt with or agreed conditionally or
unconditionally to be allotted, issued or dealt with by our Directors pursuant
to such general mandate of an amount representing the total number of issued
Shares of our Company repurchased by our Company pursuant to the mandate
to repurchase Shares referred to in (b)(iii) above, provided that such extended
amount shall not exceed 10% of the total number of Shares in issue
immediately following the completion of the Global Offering (but excluding
any Shares which may be issued pursuant to the exercise of the Over-allotment
Option).
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-3 –


--- page 939 ---
E. Repurchase of Our Shares
(a) Provisions of the Listing Rules
The Listing Rules permit companies whose primary listing are on the Hong Kong Stock
Exchange to repurchase their securities on the Hong Kong Stock Exchange subject to certain
restrictions, some of which are summarized below:
(i) Shareholders’ Approval
All proposed repurchases of securities on the Hong Kong Stock Exchange by a company
with a primary listing on the Hong Kong Stock Exchange must be approved in advance by an
ordinary resolution of its shareholders, either by way of general mandate or by specific
approval of a particular transaction.
Pursuant to the written resolutions passed by our Shareholders on August 15, 2025, a
general unconditional mandate (the “ Repurchase Mandate ”) was granted to our Directors
authorizing the repurchase by our Company of Shares on the Hong Kong Stock Exchange, or
on any other stock exchange on which the securities of our Company may be listed and which
is recognized by the SFC and the Stock Exchange for this purpose, representing up to 10% of
the number of our Shares immediately following completion of the Global Offering, excluding
Shares which may be issued upon the exercise of the Over-allotment Option, at any time until
the conclusion of the next annual general meeting of our Company, or the date by which the
next annual general meeting of our Company is required by the Articles of Association or the
Companies Ordinance to be held, or the passing of an ordinary resolution by our Shareholders
revoking or varying the authority given to the Directors, whichever occurs first.
(ii) Source of Funds
Repurchases must be funded out of funds legally available for the purpose in accordance
with the Articles of Association and the applicable laws of Hong Kong. A listed company may
not repurchase its own securities on the Hong Kong Stock Exchange for a consideration other
than cash or for settlement otherwise than in accordance with the trading rules of the Hong
Kong Stock Exchange from time to time.
(iii) Trading Restrictions
The total number of shares which a listed company may repurchase on the Stock
Exchange is the number of shares representing up to a maximum of 10% of the aggregate
number of shares in issue. A company may not issue or announce a proposed issue of new
securities for a period of 30 days immediately following a repurchase (other than an issue of
securities pursuant to an exercise of warrants, share options or similar instruments requiring
the company to issue securities which were outstanding prior to such repurchase) without the
prior approval of the Stock Exchange. In addition, a listed company is prohibited from
repurchasing its shares on the Stock Exchange if the purchase price is 5% or more than the
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-4 –


--- page 940 ---
average closing market price for the five preceding trading days on which its shares were
traded on the Stock Exchange. The Listing Rules also prohibit a listed company from
repurchasing its securities if the repurchase would result in the number of listed securities
which are in the hands of the public falling below the relevant prescribed minimum percentage
as required by the Stock Exchange. A company is required to procure that the broker appointed
by it to effect a repurchase of securities discloses to the Stock Exchange such information with
respect to the repurchase as the Stock Exchange may require.
(iv) Shares to be Repurchased
The Shares which are proposed to be repurchased must be fully paid up.
(v) Status of Repurchased Shares
The listing of the Shares repurchased by our Company shall be canceled upon purchase
and our Company shall apply for listing of any further issues of that type of Shares in the
normal way. Furthermore, our Company shall ensure that the documents of title of purchased
Shares are canceled and destroyed as soon as reasonably practicable following settlement of
any such purchase.
(vi) Suspension of Repurchase
A listed company may not make any repurchase of securities after a price sensitive
development has occurred or has been the subject of a decision until such time as the price
sensitive information has been made publicly available. In particular, during the period of one
month immediately preceding the earlier of (1) the date of the Board meeting (as such date is
first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of
a listed company’s results for any year, half-year, quarterly or any other interim period
(whether or not required under the Listing Rules) and (2) the deadline for publication of an
announcement of a listed company’s results for any year or half-year under the Listing Rules,
or quarterly or any other interim period (whether or not required under the Listing Rules), the
listed company may not repurchase its shares on the Stock Exchange other than in exceptional
circumstances. In addition, the Stock Exchange may prohibit a repurchase of securities on the
Stock Exchange if a listed company has breached the Listing Rules.
(vii) Reporting Requirements
Certain information relating to repurchases of securities on the Stock Exchange or
otherwise must be reported to the Stock Exchange no later than 30 minutes before the earlier
of the commencement of the morning trading session or any pre-opening session on the
following business day. In addition, a listed company’s annual report is required to disclose
details regarding repurchases of securities made during the year, including a monthly analysis
of the number of securities repurchased, the purchase price per share or the highest and lowest
price paid for all such repurchases, where relevant, and the aggregate prices paid.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-5 –


--- page 941 ---
(viii) Core Connected Persons
The Listing Rules prohibit a company from knowingly purchasing securities on the Stock
Exchange from a “core connected person”, that is, a director, chief executive or substantial
shareholder of the company or any of its subsidiaries or a close associate of any of them (as
defined in the Listing Rules) and a core connected person shall not knowingly sell his securities
to the company.
(b) Reasons for Repurchase
Our Directors believe that it is in the best interests of our Company and the Shareholders
for our Directors to have a general authority from the Shareholders to enable our Company to
repurchase Shares in the market. Repurchases of Shares will only be made when our Directors
believe that such repurchases will benefit our Company and its Shareholders. Such repurchases
may, depending on market conditions and funding arrangements at the time, lead to an
enhancement of the net asset value of our Company and its assets and/or its earnings per Share.
(c) Funding of Repurchases
In repurchasing Shares, our Company may only apply funds of our Company legally
available for such purpose in accordance with the Articles of Association and the applicable
laws of Hong Kong.
It is presently proposed that any repurchase of Shares will be made out of the profits of
our Company or the proceeds of a fresh issue of shares made for the purpose of the purchase
or out of capital and, in the case of any premium payable on the purchase, out of the profits
of our Company or from sums standing to the credit of the share premium account of our
Company.
Our Directors do not propose to exercise the Repurchase Mandate to such an extent as
would, in the circumstances, have a material adverse effect on the working capital requirements
of our Company or our gearing levels which, in the opinion of our Directors, are from time to
time appropriate for our Company.
(d) Share Capital
On the basis that there are 439,228,800 Shares immediately after the listing of our Shares
assuming that the Over-allotment Option is not exercised, a full exercise of the Repurchase
Mandate could accordingly result in up to 43,922,880 Shares being repurchased by our
Company during the period in which the Repurchase Mandate remains in force.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-6 –


--- page 942 ---
(e) General
Our Directors have undertaken to the Hong Kong Stock Exchange that, so far as the same
may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing
Rules and the applicable laws of Hong Kong.
None of our Directors nor, to the best of their knowledge, having made all reasonable
inquiries, any of their respective close associates, have any present intention, if the Repurchase
Mandate is exercised, to sell any Shares to our Company.
No core connected person (as defined in the Listing Rules) has notified us that he/she or
it has a present intention to sell Shares to us, or has undertaken not to do so, if the Repurchase
Mandate is exercised.
If as a result of a securities repurchase pursuant to the Repurchase Mandate, a
Shareholder’s proportionate interest in the voting rights of our Company increases, such
increase will be treated as an acquisition for the purpose of the Hong Kong Code on Takeovers
and Mergers (the “ Code”). Accordingly, a Shareholder, or a group of Shareholders acting in
concert, depending on the level of increase of the Shareholders’ interest, could obtain or
consolidate control of our Company and become obliged to make a mandatory offer in
accordance with Rule 26 of the Code as a result of any such increase. Our Directors are not
aware of any other consequences which may arise under the Code if the Repurchase Mandate
is exercised.
Any repurchase of Shares that results in the number of Shares held by the public being
reduced to less than the highest of (i) 25% of the Company’s total issued share capital; (ii) such
percentage of Shares held by the public after completion of the Global Offering (assuming that
the Over-allotment Option is not exercised); and (iii) such percentage of Shares held by the
public after the full or partial exercise of the Over-allotment Option could only be implemented
if the Stock Exchange agreed to waive the Listing Rules requirements regarding the public
shareholding referred to above. It is believed that a waiver of this provision would not normally
be given other than in exceptional circumstances.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-7 –


--- page 943 ---
2. FURTHER INFORMATION ABOUT OUR BUSINESS
A. Summary of Our Material Contracts
The following contracts (not being contracts entered into in the ordinary course of
business) have been entered into by members of our Group within the two years preceding the
date of this prospectus and are or may be material:
(a) the first amendment agreement to the shareholders’ agreement of Jiaxin
International Resources Investment Limited dated January 24, 2024 entered into
among Jiangxi Copper (Hong Kong) Investment Company Limited ( ϪГზุ(ಥ)
ʮ̡), Ever Trillion International Limited (ʮ̡), CRCC
International Investment Group Limited (ʮ̡), CCECC
(H.K.) Limited ( ʕɺʈ೻(ಥ)ʮ̡), the Company, Jiaxin International
Resources Investment S.à.r.l, Aral-Kegen LLP (ப΂Υྫ), Zhetisu
V olframy LLP (ப΂Υྫ), Jiaxin (Zhuhai Hengqin) Technology
Services Co., Ltd. ( Գ㒥(मऎዑೞ)ʮ̡), Mr. Liu Liqiang ( ᄎɢ੶)
and Mr. Liu Zijia ( ᄎɿྗ);
(b) the cornerstone investment agreement dated August 19, 2025 entered into among the
Company, CHINA CINDA (HK) ASSET MANAGEMENT CO., LIMITED (ڦ
༺(ಥ)ʮ̡) and China International Capital Corporation Hong
Kong Securities Limited, with respect to a subscription of Offer Shares at the Offer
Price in the aggregate amount of HK$300,000,000;
(c) the cornerstone investment agreement dated August 19, 2025 entered into among the
Company, LUYIN TRADING PTE. LTD. (ʮ̡) and China
International Capital Corporation Hong Kong Securities Limited, with respect to a
subscription of Offer Shares at the Offer Price in the aggregate amount of
HK$100,000,000;
(d) the cornerstone investment agreement dated August 19, 2025 entered into among the
Company, GF Fund Management Co., Ltd. (ʮ̡) and China
International Capital Corporation Hong Kong Securities Limited, with respect to a
subscription of Offer Shares at the Offer Price in the aggregate amount of the Hong
Kong dollar equivalent of US$8,600,000;
(e) the cornerstone investment agreement dated August 19, 2025 entered into among the
Company, GF International Investment Management Limited ( ᄿ೯਷ყ༟ପ၍ଣϞ
ʮ̡) and China International Capital Corporation Hong Kong Securities Limited,
with respect to a subscription of Offer Shares at the Offer Price in the aggregate
amount of the Hong Kong dollar equivalent of US$6,400,000;
(f) the cornerstone investment agreement dated August 19, 2025 entered into among the
Company, Fullgoal Asset Management (HK) Limited and China International
Capital Corporation Hong Kong Securities Limited, with respect to a subscription of
Offer Shares at the Offer Price in the aggregate amount of HK$23,478,000;
(g) the cornerstone investment agreement dated August 19, 2025 entered into among the
Company, Fullgoal Fund Management Co., Ltd. (ʮ̡) and China
International Capital Corporation Hong Kong Securities Limited, with respect to a
subscription of Offer Shares at the Offer Price in the aggregate amount of
HK$26,518,128;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-8 –


--- page 944 ---
(h) the cornerstone investment agreement dated August 19, 2025 entered into among the
Company, Zhengxin Group Investment Limited and China International Capital
Corporation Hong Kong Securities Limited, with respect to a subscription of Offer
Shares at the Offer Price in the aggregate amount of HK$31,820,880; and
(i) the Hong Kong Underwriting Agreement.
B. Our Intellectual Property Rights
(a) Trademarks
(1) Trademarks registered in the PRC
As of the Latest Practicable Date, we have not registered any trademarks in the PRC
which we consider as or may be material to our business.
(2) Trademarks registered in Hong Kong
As of the Latest Practicable Date, we have registered the following trademarks in Hong
Kong, which we consider as or may be material to our business:
Trademark Registered owner
Trademark
registration no. Class Expiry date
Our Company 306159718 1, 6, 14, 37,
40, 42
January 31, 2033
Our Company 306159727 1, 6, 14, 37,
40, 42
January 31, 2033
(3) Trademarks applications pending in the PRC
As of the Latest Practicable Date, we had not applied for the registration of any
trademarks in the PRC which we consider to be or may be material to our business.
(4) Trademarks applications pending in Hong Kong
As of the Latest Practicable Date, we had not applied for the registration of any
trademarks in Hong Kong which we consider to be or may be material to our business.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-9 –


--- page 945 ---
(b) Domain Names
As of the Latest Practicable Date, we owned the following domain names, which we
consider as or may be material to our business:
Domain name Registered owner Date of registration Expiry date
jiaxinir.com /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our Company August 25, 2023 August 25, 2026
Save as disclosed herein, there are no other patents, trademarks, copyrights, domain
names or other intellectual or industrial property rights which are material to our Group’s
business.
3. FURTHER INFORMATION ABOUT OUR DIRECTORS
A. Particulars of Directors’ Service Contracts and Appointment Letters
(a) Executive Directors and non-executive Directors
Each of our executive Directors and non-executive Directors have entered into a service
contract with us pursuant to which they agreed to act as executive Directors or non-executive
Directors (as the case may be) for an initial term of three years with effect from August 18,
2025 or until the third annual general meeting of our Company since the Listing Date
(whichever ends earlier). Either party has the right to give not less than three months’ written
notice to terminate the agreement. Details of the Company’s remuneration policy is described
in section headed “Directors and Senior Management — Compensation of the Directors, Senior
Management and Employees”.
(b) Independent non-executive Directors
Each of the independent non-executive Directors has entered into an appointment letter
with our Company on August 18, 2025. The initial term for their appointment letters shall be
three years from the date of this Prospectus or until the third annual general meeting of the
Company since the Listing Date, whichever ends earlier, (subject always to re-election as and
when required under the Articles of Association) until terminated in accordance with the terms
and conditions of the appointment letter or by either party giving to the other not less than three
months’ prior notice in writing.
Save as disclosed above, none of our Directors has or is proposed to have a service
contract with any member of our Group (other than contracts expiring or determinable by the
employer within one year without the payment of compensation other than the statutory
compensation).
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-10 –


--- page 946 ---
B. Remuneration of Directors
The aggregate amount of remuneration that was paid to our Directors for the three years
ended December 31, 2022, 2023 and 2024 was approximately HK$2.8 million, HK$2.7 million
and HK$2.9 million, respectively. For further details, see Appendi x I — “Accountant’s
Report”. None of our Directors waived any emoluments during the same period.
It is estimated that remuneration equivalent to approximately HK$2.9 million in
aggregate will be paid and granted to our Directors by us in respect of the financial year ending
December 31, 2025 under the arrangements in force at the date of this prospectus.
Save as disclosed above, no other payments have been paid or are payable, in respect of
the three years ended December 31, 2022, 2023 and 2024, by us or any of our subsidiaries to
our Directors.
C. Disclosure of Interests
(a) Disclosure of interests and short positions of Directors and chief executive in the share
capital of our Company and its associated corporations following completion of the
Global Offering
Immediately following completion of the Global Offering (assuming that the Over-
allotment Option is not exercised), the interests or short positions of our Directors or chief
executives in the Shares, underlying Shares and debentures of our Company or its associated
corporations (within the meaning of Part XV of the SFO) which will be required to be notified
to our Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV
of the SFO (including interest or short positions which they were taken or deemed to have
under such provisions of the SFO) or which will be required, pursuant to section 352 of the
SFO, to be entered in the register referred to therein, or which will be required, pursuant to the
Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix
C3 to the Listing Rules to be notified to our Company, once the Shares are listed, will be as
follows.
Interest in associated corporations
Name of Director
Position in our
Group
Capacity/Nature
of interest
Name of
associated
corporation
Percentage
participatory
interests in our
associated
corporation
Mr. LIU Liqiang
(ᄎɢ੶) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Chairman of the
Board and
executive
Director
Beneficial
interest
Subsidiary AK 0.01%
(1)
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-11 –


--- page 947 ---
Notes:
(1) For details, please refer to “History and Corporate Structure — Major Corporate Development and
Shareholding Changes of Our Group — Major shareholding changes of Subsidiary AK.”
(b) Disclosure of interests of Substantial Shareholders
For information on the persons who will, immediately following completion of the Global
Offering, have interests or short positions in our Shares or underlying Shares which would be
required to be disclosed to us and the Hong Kong Stock Exchange under the provisions of
Divisions 2 and 3 of Part XV of the SFO, or, directly or indirectly, be interested in 10% or more
of any class of Shares carrying the rights to vote in all circumstances at general meetings of
the Company, see “Substantial Shareholders”.
Save as set out above, as of the Latest Practicable Date, our Directors were not aware of
any persons who would, immediately following the completion of the Global Offering
assuming the Over-allotment Option is not exercised, be interested, directly or indirectly, in
10% or more of the nominal of any class of share capital carrying rights to vote in all
circumstances at general meetings of any member of our Group.
D. Disclaimers
(a) None of our Directors or any of the parties listed in the paragraph headed “4. Other
Information — G. Qualifications and Consent of Experts” of this Appendix has any
direct or indirect interest in the promotion of our Company, or in any assets which
have within the two years immediately preceding the date of this prospectus been
acquired or disposed of by or leased to any member of our Group, or are proposed
to be acquired or disposed of by or leased to any member of our Group;
(b) None of our Directors or any of the parties listed in the paragraph headed “4. Other
Information — G. Qualifications and Consent of Experts” of this Appendix is
materially interested in any contract or arrangement subsisting at the date of this
prospectus which is significant in relation to the business of our Group taken as a
whole;
(c) Save as disclosed in the paragraph headed “A. Particulars of Directors’ Service
Contracts and Appointment Letters” of this Appendix, none of our Directors or any
of the parties listed in the paragraph headed “4. Other Information — G.
Qualifications and Consent of Experts” of this Appendix has any existing or
proposed service contracts with any member of our Group (excluding contracts
expiring or determinable by the employer within one year without payment of
compensation (other than statutory compensation));
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-12 –


--- page 948 ---
(d) Save as disclosed in the paragraph headed “C. Disclosure of Interests” of this
Appendix, taking no account of any Shares which may be taken up under the Global
Offering, so far as is known to any Director or chief executive of the Company, no
other person (other than a Director or chief executive of the Company) will,
immediately following completion of the Global Offering, have interests or short
positions in the Shares and underlying Shares which would fall to be disclosed to the
Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part
XV of the SFO or (not being a member of the Group), be interested, directly or
indirectly, in 10% or more of the nominal value of any class of share capital carrying
rights to vote in all circumstances at general meetings of any member of the Group;
(e) Save as disclosed in the paragraph headed “C. Disclosure of Interests” of this
Appendix, none of the Directors or chief executive of the Company has any interests
or short positions in the Shares, underlying shares or debentures of the Company or
its associated corporations (within the meaning of Part XV of the SFO) which will
have to be notified to the Company and the Stock Exchange pursuant to Divisions
7 and 8 of Part XV of the SFO (including interests and short positions which he is
taken or deemed to have under such provisions of the SFO) or which will be
required, pursuant to section 352 of the SFO, to be entered into the register referred
to therein, or will be required, pursuant to the Model Code for Securities
Transactions by Directors of Listed Issuers, to be notified to the Company and the
Stock Exchange once the Shares are listed thereon; and
(f) Save in connection with the Hong Kong Underwriting Agreement and the
International Underwriting Agreement, none of parties listed in the paragraph
headed “4. Other Information — G. Qualifications and Consent of Experts” of this
Appendix:
i. is interested legally or beneficially in any of our Shares or any shares in any
of our subsidiaries; or
ii. has any right (whether legally enforceable or not) to subscribe for or to
nominate persons to subscribe for our Shares or any of our securities; and
(g) So far as is known to our Directors, none of our Directors, their respective close
associates or our Shareholders who are interested in more than 5% of the share
capital of our Company has any interests in the five largest customers or the five
largest suppliers of our Group.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-13 –


--- page 949 ---
4. OTHER INFORMATION
A. Estate duty
Our Directors have been advised that no material liability for estate duty is likely to fall
upon our Group.
B. Litigation
As of the Latest Practicable Date, so far as our Directors are aware, no litigation or claim
of material importance is pending or threatened by or against any member of our Group.
C. Sole Sponsor
The Sole Sponsor has made an application on our behalf to the Listing Committee for the
listing of, and permission to deal in, the Shares in issue, the Shares to be issued pursuant to
the Global Offering (including any Shares which may fall to be issued pursuant to the exercise
of the Over-allotment Option).
The Sole Sponsor confirms that it satisfies the independence criteria applicable to a
sponsor set out in Rule 3A.07 of the Listing Rules.
Our Company agreed to pay the Sole Sponsor an aggregate fee of approximately HK$5.7
million to act as the sponsor in connection with the Listing.
D. Compliance Advisor
Our Company has appointed Guolian Securities International Capital Market Co., Limited
as the compliance advisor upon Listing in compliance with Rule 3A.19 of the Listing Rules.
E. Preliminary Expenses
Our Company did not incur any material preliminary expenses.
F. Promoters
Our Company has no promoter for the purposes of the Listing Rules.
G. Qualifications and Consents of Experts
The following experts have each given and have not withdrawn their respective written
consents to the issue of this prospectus with copies of their reports, letters, opinions or
summaries of opinions (as the case may be) and the references to their names included herein
in the form and context in which they are respectively included.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-14 –


--- page 950 ---
Name Qualification
China International Capital
Corporation Hong Kong
Securities Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A corporation licensed to carry out type 1
(dealing in securities), type 2 (dealing in
futures contracts), type 4 (advising on
securities), type 5 (advising on futures
contracts) and type 6 (advising on corporate
finance) regulated activities under the SFO
PricewaterhouseCoopers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants under
Professional Accountant Ordinance (Cap. 50)
and Registered Public Interest Entity Auditor
under Accounting and Financial Reporting
Council Ordinance (Cap. 588 of the laws of
Hong Kong)
Global Law Office /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC legal advisors
Egen Gregory LLP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Kazakhstan legal advisors
H.Y . Leung & Co. LLP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Hong Kong legal advisors in respect of matters
relating to the business operations of our
Company in Hong Kong
Frost & Sullivan Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Independent industry consultant
SRK Consulting (Hong Kong)
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Independent technical consultant
SSH Tax & Legal Solutions LLP /H1118/H1118/H1118/H1118/H1118Kazakhstan tax advisors
As of the Latest Practicable Date, none of the experts named above has any shareholding
interest in our Company or any of our subsidiaries or the right (whether legally enforceable or
not) to subscribe for or to nominate persons to subscribe for securities in any member of our
Group.
H. No Material Adverse Change
Our Directors confirm that there has been no material adverse change in our financial or
trading position since June 30, 2025 (being the date to which our latest consolidated financial
statements were made up) up to the date of this prospectus.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-15 –


--- page 951 ---
I. Binding Effect
This prospectus shall have the effect, if an application is made in pursuant hereof, of
rendering all persons concerned bound by all the provisions (other than the penal provisions)
of sections 44A and 44B of the Hong Kong Companies (Winding Up and Miscellaneous
Provisions) Ordinance so far as applicable.
J. Bilingual Prospectus
The English language and Chinese language versions of this prospectus are being
published separately, in reliance upon the exemption provided by section 4 of the Companies
Ordinance (Exemption of Companies and Prospectuses from Compliance with Provisions)
Notice (Chapter 32L of the Laws of Hong Kong).
K. Miscellaneous
(a) Save as disclosed in the sections headed “History and Corporate Structure”,
“Information about This Prospectus and the Global Offering”, “Underwriting” and
“Structure of the Global Offering” in this prospectus, within the two years
immediately preceding the date of this prospectus:
(i) no share or loan capital of our Company or any of our subsidiaries has been
issued or agreed to be issued or is proposed to be fully or partly paid either for
cash or a consideration other than cash;
(ii) no share or loan capital of our Company or any of our subsidiaries is under
option or is agreed conditionally or unconditionally to be put under option;
(iii) no commissions, discounts, brokerages or other special terms have been
granted or agreed to be granted in connection with the issue or sale of any share
of our Company or any of our subsidiaries; and
(iv) no commission has been paid or is payable for subscription, agreeing to
subscribe, procuring subscription or agreeing to procure subscription for any
share in or debentures of our Company.
(b) There are no founder, management or deferred shares or any debentures in our
Company or any of our subsidiaries.
(c) No share or loan capital or debenture of any member of our Group is under option
or is agreed conditionally or unconditionally to be put under option.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-16 –


--- page 952 ---
(d) None of our Directors or proposed Directors or experts (as named in this
prospectus), have any interest, direct or indirect, in any assets which have been,
within the two years immediately preceding the date of this prospectus, acquired or
disposed of by or leased to, any member of our Group, or are proposed to be
acquired or disposed of by or leased to any member of our Group.
(e) There has not been any interruption in the business of our Group which may have
or has had a significant effect on the financial position of our Group in the 12
months preceding the date of this prospectus.
(f) Our register of members will be maintained by our Share Registrar, Computershare
Hong Kong Investor Services Limited, in Hong Kong. Unless our Directors
otherwise agree, all transfers and other documents of title of Shares must be lodged
for registration with and registered by the Share Registrar.
(g) Save as disclosed in the sections headed “Information about this Prospectus and the
Global Offering“, “Underwriting” and “Structure of the Global Offering” in this
prospectus, no equity or debt securities of any company within our Group is
presently listed on any stock exchange or traded on any trading system nor is any
listing or permission to deal being or proposed to be sought.
(h) Save as disclosed in the sections headed “History and Corporate Structure”,
“Information about this Prospectus and the Global Offering”, “Underwriting” and
“Structure of the Global Offering” in this prospectus, our Company has no
outstanding convertible debt securities or debentures.
(i) There is no arrangement under which future dividends are waived or agreed to be
waived.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-17 –


--- page 953 ---
1. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES
The documents attached to a copy of this prospectus and delivered to the Registrar of
Companies in Hong Kong for registration were:
(a) copies of the material contracts referred to in the section headed “Statutory and
General Information — 2. Further Information about our Business — A. Summary
of Our Material Contracts” in Appendix VI to this prospectus; and
(b) the written consents referred to in the section headed “Statutory and General
Information — 4. Other Information — G. Qualifications and Consent of Experts”
in Appendix VI to this prospectus.
2. DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the website of the
Stock Exchange at www.hkexnews.hk and our website at www.jiaxinir.com during a period
of 14 days from the date of this prospectus:
(a) the Articles of Association;
(b) the Accountant’s Report from PricewaterhouseCoopers, the text of which is set out
in Appendix I to this prospectus;
(c) the report on the unaudited pro forma financial information from
PricewaterhouseCoopers, the text of which is set out in Appendix II to this
prospectus;
(d) the audited consolidated financial statements of our Group for each of the three
years ended December 31, 2022, 2023 and 2024;
(e) the Independent Technical Report prepared by the Independent Technical
Consultant, the text of which is set out in Appendix III to this prospectus;
(f) the material contracts referred to in the section headed “Statutory and General
Information — 2. Further Information about our Business — A. Summary of our
Material Contracts” in Appendix VI to this prospectus;
(g) the service contracts and the letters of appointment with our Directors referred to in
“Statutory and General Information — 3. Further Information about Our Directors
— A. Particulars of Directors’ Service Contracts and Appointment Letters” in
Appendix VI to this prospectus;
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR
OF COMPANIES AND A V AILABLE ON DISPLAY
– VII-1 –


--- page 954 ---
(h) the written consents referred to in the section headed “Statutory and General
Information — 4. Other Information — G. Qualifications and Consent of Experts”
in Appendix VI to this prospectus;
(i) the Kazakhstan legal opinion prepared by Egen Gregory LLP, our Kazakhstan legal
Advisors, in respect of certain aspects of our Group and the property interests of our
Group in Kazakhstan;
(j) the PRC legal opinions issued by Global Law Office, our PRC Legal Advisors, in
respect of certain general corporate matters in the PRC of our Group;
(k) the Hong Kong legal opinions issued by H.Y . Leung & Co. LLP, our Hong Kong
Legal Advisors, in respect of certain business operation and general corporate
matters of our Group in Hong Kong;
(l) the industry report prepared by the Frost & Sullivan, the summary of which is set
forth in the section headed “Industry Overview” in this prospectus.
In addition, prospective investors and/or Shareholders can access copies of the following
documents (all of which are very large documents and in English only) via the following web
links:
(a) AIX Business Rules:
https://aix.kz/about-aix/rules-regulations/
(b) AIFC Market Rules:
https://aifc.kz/en/legal-framework
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR
OF COMPANIES AND A V AILABLE ON DISPLAY
– VII-2 –


--- page 955 ---
Sole Sponsor, Sole Representative and Sole Sponsor-Overall Coordinator
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
GLOBAL OFFERING
佳鑫國際資源投資有限公司
Jiaxin International Resources Investment Limited
Stock Code: 3858
(Incorporated in Hong Kong with limited liability)
佳鑫國際資源投資有限公司
Jiaxin International Resources Investment Limited
