THIS DOCUMENT IS IN DRAFT FORM. The information contained in it is in draft form, incomplete and subject to change and must be read in conjunction with the section headed “Warning” on the cover of this document.
DIRECTORS AND SENIOR MANAGEMENT
BOARD OF DIRECTORS
Our Board is responsible for and has general powers for the management and conduct of our business. Our Board consists of eight Directors, including two executive Directors, three non-executive Directors and three independent non-executive Directors. We have a core technical team comprising two executive Directors and two members of our senior management, namely, Mr. Chen Xingzan, Mr. Zhao Jin, Mr. Li Zhiwei and Mr. Liu Ruolong respectively, having approximately 24, 25, 30 and 29 years of relevant experience in the granite mining industry. Our Group believes that our core technical team possesses the management expertise and knowledge required for the mining operations of our Group.
The table below sets out certain information about the members of our Board and senior management:
Relationship with other Directors and senior Date of Date of joining Main management Name Age Position appointment our Group responsibilities (if any) Executive Directors CHEN, Xingzan 41 Executive Director and 21 January 9 September Managing the overall N/A (陳星贊) chief executive officer 2020 2015 operation of our (“CEO”) Group, including but not limited to, managing the overall production process, providing technical guidance and supervising the retail team of our Group
ZHAO, Jin (趙勁) 61 Executive Director 21 January 1 June 2019 Overseeing mining and N/A 2020 production matters, evaluating mining policies and overseeing production safety
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Relationship with other Directors and senior Date of Date of joining Main management Name Age Position appointment our Group responsibilities (if any) Non-executive Directors TSE, Yuk Kong 65 Non-executive Director 21 January 9 September Overseeing the N/A (謝旭江) and Chairman of the 2020 2015 day-to-day operations Board of our Group
FOWLER, Paul Roger 70 Non-executive Director 21 January 21 January Overseeing the technical N/A (方保羅) 2020 2020 aspects of the operations of our Group
LEUNG, Kar Fai 42 Non-executive Director 21 January 11 November Advising on geological N/A (梁嘉輝) 2020 2019 matters and mine design
Independent non-executive Directors NG, Kwok Kei Sammy 56 Independent [•] [•] Overseeing the N/A (伍國基) non-executive Director management independently
LAM, Man Bun Alan 68 Independent [•] [•] Overseeing the N/A (林文彬) non-executive Director management independently
LUK, Po Chun 51 Independent [•] [•] Overseeing the N/A (陸寶珍) non-executive Director management independently
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Relationship with other Directors and senior Date of Date of joining Main management Name Age Position appointment our Group responsibilities (if any) Senior management LI, Zhiwei (李志偉) 52 Manager, Production and 1 November 1 November Overseeing production N/A technology department 2019 2019 safety, environmental matters and providing training to mining personnel
LIU, Ruolong (柳若龍) 57 Technical supervisor, 1 November 1 November Providing overall N/A Production and 2019 2019 technical advice and technology department support in relation to mine planning, extraction and production workflow
Please refer to the sections headed “Directors and Senior Management — Board of Directors — Executive Directors”, “Directors and Senior Management — Board of Directors — Non-executive Directors”, and “Directors and Senior Management — Board of Directors — Independent non-executive Directors” for the biographies of our Directors. Save as disclosed therein, to the best of the knowledge, information and belief of our Directors, having made all reasonable enquiries, there was no additional matter with respect to the appointment of our Directors that needs to be brought to the attention of our Shareholders and there was no additional information relating to our Directors that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules as at the Latest Practicable Date.
There is no relationship amongst our Directors and members of our senior management.
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DIRECTORS AND SENIOR MANAGEMENT
Executive Directors
Mr. CHEN, Xingzan (陳星贊), aged 41, has been the general manager and director of our Group since September 2015. Mr. Chen was re-designated as an executive Director and the chief executive officer on 21 January 2020 and is primarily responsible for managing all aspects of our operations, including but not limited to, mine development, providing technical support, developing overall extraction workflow, managing the overall production process, monitoring the mine site to ensure mine site safety and compliance with the relevant laws and regulations, supervising quality control during production and managing overall mining operation, monitoring the technical implementation of mine planning and scheduling, providing technical guidance on mining method and work place safety to miners, supervising and managing the retail team of our Group and establishing our retail policies, and approving technical mining proposals and reports, including but not limited to feasibility studies, mine designs and construction schedules in relation to the Yangjiang Mine.
Mr. Chen has approximately 24 years of experience in the mining industry, particularly in production and mine site management of granite mining projects in the PRC. Mr. Chen has extensive experience in the operation and management of granite mines. From September 1998 to August 2004, he was asked by his father who was the operator possessing the mining right of Yangxi County Dongxing Quarry* (陽西縣東興石場)(“Dongxing Quarry”), a company mainly engaged in the mining, production and processing of granite aggregates, to serve as a general manager where he was primarily responsible for overall mine development, providing technical support during mine construction phase, developing overall extraction workflow, managing and monitoring the overall production process in the open-pit mine, monitoring the mine site to ensure mine site safety and compliance with the relevant laws and regulations, supervising quality control during production and managing overall mining operation, monitoring the technical implementation of mine planning and scheduling, providing technical guidance on mining method and work place safety to miners, and supervising and managing the retail team of the company. Initially, Mr. Chen received direct supervision of and all-rounded guidance from his father when they were operating and managing Dongxing Quarry. He then took the initiative to actively learn the mine development of Dongxing Quarry and other important aspects in the mining industry. Mr. Chen expeditiously accumulated sufficient expertise and experience which enabled him to become a competent general manager after years of working in Dongxing Quarry.
From August 2004 to July 2008, Mr. Chen was the deputy general manager of Yangxi County Hanyang Quarry* (陽西縣漢陽石場), a company mainly engaged in the mining, production and sales of granite for facing stone (飾面) and aggregate uses, where he was primarily responsible for overall mine development and providing technical support during mine construction phase. As part of his duties as the deputy general manager, he was also responsible for assisting the general
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DIRECTORS AND SENIOR MANAGEMENT manager in developing the overall extraction workflow, supervising and monitoring the overall production process in the open-pit mine, and ensuring the mine site’s safety and compliance with the relevant laws and regulations.
From July 2008 to July 2017, Mr. Chen was the general manager at Heng Fa, and in or around February 2011, Mr. Chen paid up the relevant amount of capital to become a 49% shareholder of Yangjiang Hengjia Sand and Stone Materials Company Limited* (陽江市恒佳沙石 材料經營有限公司), of which Heng Fa is a branch company of, until March 2019. Heng Fa is a company mainly engaged in the mining, production and sale of granite aggregates, where he was primarily responsible for overall mine development, providing technical support during mine construction phase, developing overall extraction workflow, managing and monitoring the overall production process in the open-pit mine, monitoring the mine site to ensure mine site safety and compliance with the relevant laws and regulations, supervising quality control during production and managing overall mining operation, monitoring the technical implementation of mine planning and scheduling, providing technical guidance on mining method and work place safety to miners, and supervising and managing the retail team of the company.
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DIRECTORS AND SENIOR MANAGEMENT
Mr. Chen’s work experience in the mining industry are summarised below:
Positions and Relevant experience/responsibilities or Period company/institutions qualifications September 1998 — General manager, Yangxi • responsible for overall mine August 2004 County Dongxing Quarry* development, including, but not limited (陽西縣東興石場) to, mine design, mine planning and production scheduling. In order to increase mine development, mining and production efficiency, Mr. Chen regularly investigated the feasibility of introducing new mining technologies, continuously reviewed the progress of the mining and production processes, and adjusted the production plan at appropriate times, to ensure product quality and sales targets are met
• responsible for improving mining methods in the mine
• responsible for providing technical support during mine construction phase. Taking reference to and researching on other similar mines, and utilising his own work experience and professional knowledge, Mr. Chen monitored the technical implementation situation in relation to mine construction, and identified, prevented and resolved any existing or potential technical problems to ensure the efficient implementation of the construction process. Mr. Chen also held regular technical training to improve the miners’ overall technical standards. Mr. Chen, together with the relevant qualified technical personnel, discussed, researched and improved on matters such as mine planning, mining technology and production processes.
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DIRECTORS AND SENIOR MANAGEMENT
Positions and Relevant experience/responsibilities or Period company/institutions qualifications • responsible for developing overall extraction workflow. Based on the basic situation of the mine, the overall extraction workflow developed by Mr. Chen comprised of the following: (1) using heavy equipment, excavators and forklifts, and at times, small explosive devices, to remove the cover layer; (2) creating the mining platform based on the geological conditions and rock characteristics; (3) transporting the stone blocks from the mine site to the stone plant where they undergo the crushing and processing process; (4) the raw materials undergoing a series of crushing and sorting processes are finally processed into crushed stone that meets customers’ needs.
• responsible for managing and monitoring the overall production process in the open-pit mine. Mr. Chen regularly inspected the working conditions in the open-pit mine in order to ensure the accuracy of the production progress reports. Utilising his own mining experience, Mr. Chen personally identified and resolved any existing problems relating to the production process and established relevant preventative plans for potential problems where necessary.
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DIRECTORS AND SENIOR MANAGEMENT
Positions and Relevant experience/responsibilities or Period company/institutions qualifications • responsible for monitoring the mine site to ensure mine site safety and compliance with the relevant laws and regulations. Mr. Chen regularly organised production safety trainings and meetings to raise the employees’ awareness on mine site safety, production safety management and relevant laws and regulations. Mr. Chen personally monitored the daily operations of the mine site to ensure the production process complied with the requirements of the laws, regulations and other applicable standards and guidelines of the PRC. Mr. Chen also updated, on an intermittent basis, the company’s production safety management policies in accordance with the laws and regulations of the PRC.
• responsible for supervising quality control during production and managing overall mining operation
• responsible for monitoring the technical implementation of mine planning and scheduling, and responsible for providing technical guidance on mining method and work place safety to miners. Through organising employee trainings, adopting advanced mining methods and increasing mining work efficiency, Mr. Chen helped to effectively reduce safety incidents from occurring, thus ensuring production safety of the mine site.
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DIRECTORS AND SENIOR MANAGEMENT
Positions and Relevant experience/responsibilities or Period company/institutions qualifications August 2004 — Deputy general manager, • responsible for overall mine July 2008 Yangxi County Hanyang development, including, but not limited Quarry* (陽西縣漢陽石場) to, mine design, mine planning and production scheduling and improving mining methods. Mr. Chen redeveloped the mining process by adopting advanced diamond bead saw cutting mining method* (金鋼石串珠鋸石機切割開採方 法) in replacement of the traditional flame cutting mining method* (火焰切割 開採方法) previously used by the company, thereby allowing for increasing utilisation of resources, effectively enhancing mining efficiency, improving the quality of mineral products and expanding product sales volume.
• responsible for providing technical support during mine construction phase. Utilising his accumulated work experience and extensive network connections, Mr. Chen frequently hired senior-level mining engineers and safety engineers to provide training to the company’s employees, so as to enhance overall employee standards and increase production efficiency. Mr. Chen also frequently communicated with the relevant technical staff regarding research and improvement of mining plans and mining methods.
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DIRECTORS AND SENIOR MANAGEMENT
Positions and Relevant experience/responsibilities or Period company/institutions qualifications • responsible for assisting the general manager in developing the overall extraction workflow. After quickly understanding and conducting a thorough investigation of the general situation of the mine, Mr. Chen assisted the general manager in formulating the overall mining process, which included the following steps: (1) stripping the topsoil and weathered layer using excavators; (2) determining the mining platform according to the direction of the mine vein; (3) installing the diamond bead saw cutting machine and conducting cutting and separation process according to the pattern of the ore; (4) using hoisting cranes to move the extracted minerals to mine trucks so as to transport the minerals to the storage site; (5) conducting cleaning, registration and storage; (6) processing; and (7) conducting sales.
• responsible for assisting the general manager in supervising and monitoring the overall production process in the open-pit mine. In order to determine the actual situation of the production process, Mr. Chen reviewed mining progress reports of employees on a daily basis, and visited the mine site at least once every week to determine and resolve potential production issues on a timely basis, thereby increasing the company’s production efficiency and ensuring the quality of its mineral products.
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DIRECTORS AND SENIOR MANAGEMENT
Positions and Relevant experience/responsibilities or Period company/institutions qualifications • responsible for assisting the general manager in ensuring the mine site’s safety and compliance with the relevant laws and regulations. Mr. Chen assisted the general manager in formulating a production safety management system. Mr. Chen held regular production safety meetings on a daily basis, production safety summary meetings on a monthly basis, and production safety training meetings on a quarterly basis so as to educate all employees on compliance with the relevant laws and regulations, and to eliminate potential safety issues in relation to the production process of the mine.
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DIRECTORS AND SENIOR MANAGEMENT
Positions and Relevant experience/responsibilities or Period company/institutions qualifications July 2008 — General manager, Heng Fa • responsible for overall mine July 2017 development, including, but not limited to, mine design, mine planning and production scheduling
• responsible for improving mining methods in the mine
• responsible for providing technical support during mine construction phase
• responsible for developing overall extraction workflow
• responsible for managing and monitoring the overall production process in the open-pit mine
• responsible for monitoring the mine site to ensure mine site safety and compliance with the relevant laws and regulations
• responsible for supervising quality control during production and managing overall mining operation
• responsible for monitoring the technical implementation of mine planning and scheduling
• responsible for providing technical guidance on mining method and work place safety to miners
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DIRECTORS AND SENIOR MANAGEMENT
Positions and Relevant experience/responsibilities or Period company/institutions qualifications September 2015 — General manager and • responsible for overall mine development Present director, Yangjiang Jinrui including, but not limited to, mine design, mine planning and production scheduling
• responsible for improving mining methods in the mine
• responsible for providing technical support during mine construction phase
• responsible for developing overall extraction workflow
• responsible for managing and monitoring the overall production process in the open-pit mine
• responsible for monitoring the mine site to ensure mine site safety and compliance with the relevant laws and regulations
• responsible for supervising quality control during production and managing overall mining operation
• responsible for monitoring the technical implementation of mine planning and scheduling
• responsible for providing technical guidance on mining method and work place safety to miners
• responsible for approving the technical mining proposals and reports in relation to the Yangjiang Mine, including the feasibility studies, mine designs and construction schedules
Mr. Chen obtained the blasting operator license* (爆破作業人員許可證) from Jieyang City Public Security Bureau* (揭陽市公安局) in November 2019. Mr. Chen is a certified key person-in-charge of safety by the Yangjiang City Emergency Management Bureau* (陽江市應急管 理局) since May 2019.
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DIRECTORS AND SENIOR MANAGEMENT
Mr. Chen completed secondary education at Yangxi County Fenxing Secondary School* (陽西 縣奮興中學) in June 1998.
Save as disclosed herein, during the three years immediately preceding the Latest Practicable Date, Mr. Chen has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas.
Mr. ZHAO, Jin (趙勁) (“Mr. Zhao”), aged 61, has been appointed as the quality control manager of our Group since June 2019. Mr. Zhao was re-designated as an executive Director on 21 January 2020. He is primarily responsible for overseeing mining and production matters, evaluating the implementation of mining policies, overseeing production safety, providing technical support during the extraction workflow, and perform quality control monitoring on granite products.
Mr. Zhao has approximately 25 years of experience in the mining industry, particularly in mineral exploration, mining, mineral production and processing, and mine development. Mr. Zhao has accumulated extensive experience in the development, operation and management of non-metallic mines such as granite mines from his various positions at Yunnan Province Ministry of Geology and Mineral Exploration Central Laboratory* (雲南省地質礦產勘查開發局中心實驗 室), as the chief executive officer at Yunnan Dikuang Botai Kuangye Co., Ltd.* (雲南地礦博泰礦 業有限責任公司), as the chief technical executive officer of Siam H.H. Industry Co., Ltd (泰國暹 羅H.H實業有限公司), and as the executive director and chief technical officer at ISON Holding Group Co., Ltd.* (易森控股集團有限公司).
From February 1982 to February 1992, Mr. Zhao successively served as technician, deputy engineer, engineer, deputy beneficiation and metallurgy laboratory director, beneficiation and metallurgy laboratory director, and deputy central laboratory director at Yunnan Province Ministry of Geology and Mineral Exploration Central Laboratory* (雲南省地質礦產勘查開發局中心實驗室), a government institution mainly engaged in, among others, mineral resource exploration, extraction and scientific testing in Yunnan Province in the PRC, where he was primarily responsible for conducting mineral mining, mineral beneficiation and evaluation tests. Mr. Zhao was also responsible for assisting the development and eventual commercial operation of several non-metallic mineral mines in the PRC.
From April 2006 to May 2019, Mr. Zhao was the chief executive officer at Yunnan Dikuang Botai Kuangye Co., Ltd.* (雲南地礦博泰礦業有限責任公司), a company mainly engaged in overseas mineral exploration and development, where he was primarily responsible for conducting feasibility studies and mineral resource assessments, approving technical mining proposals and reports, providing technical advice, and managing mine resources exploration and extraction activities.
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DIRECTORS AND SENIOR MANAGEMENT
From February 2012 to May 2019, Mr. Zhao was the chief technical executive officer of Siam H.H. Industry Co., Ltd (泰國暹羅H.H實業有限公司), a company mainly engaged in mineral exploration, mineral development and mineral product sales, where he was primarily responsible for conducting feasibility studies for several open-pit mines, conducting mineral resource assessments, providing technical advice, and managing mine resources exploration and extraction activities.
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DIRECTORS AND SENIOR MANAGEMENT
From February 2017 to May 2019, Mr. Zhao was the executive director and chief technical officer of ISON Holding Group Co., Ltd.* (易森控股集團有限公司), a company mainly engaged in mineral exploration, mine development and mineral product trading, where he was primarily responsible for conducting feasibility studies for several open-pit mines, conducting mineral resource assessments, conducting mine visits, approving technical mining proposals and reports, providing technical advice to mining projects, managing mine resources exploration and extraction activities, and evaluating the geological data and optimal design of on-site infrastructure of relevant mines.
Mr. Zhao’s work experience in the mining industry are summarised below:
Positions and Period company/institutions Relevant experience/responsibilities or qualification February 1982 — Technician; deputy engineer, • responsible for conducting over ten (10) types of February 1992 engineer, deputy mineral mining, mineral beneficiation and beneficiation and metallurgy smelting evaluation tests, including, but not laboratory director, limited to, development and utilisation tests and beneficiation and metallurgy commercial development trials of non-metallic laboratory director and minerals such as granite, wollastonite, kaolin, deputy central laboratory quartz and fluorspar director, Yunnan Province Ministry of Geology and • assisted in the development and eventual Mineral Exploration Central operation of Mahuaping Tungsten Mines* (麻花 Laboratory* 坪鎢礦場), Tengchong Wollastonite Mines* (騰 (雲南省地質礦產勘查開發局 沖硅灰石礦場), Linyi Kaolin Mines* (監滄高嶺 中心實驗室) 土礦場) and Lanping Hexi Celestine Mines* (蘭 坪河西天青石礦場)
• as a technician, assisted the engineers in charge of conducting mineral extraction, mineral beneficiation and evaluation tests; as a deputy engineer, conducted the above works as one of the key persons-in-charge; as an engineer, deputy beneficiation and metallurgy laboratory director, beneficiation and metallurgy laboratory director, and a deputy central laboratory director, conducted the above works independently.
• as a deputy beneficiation and metallurgy laboratory director, assisted in organising and managing large-scale mineral extraction, mineral beneficiation and scientific testing projects; as a beneficiation and metallurgy laboratory director and deputy central laboratory director, organised, managed and oversaw the above projects.
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DIRECTORS AND SENIOR MANAGEMENT
Positions and Period company/institutions Relevant experience/responsibilities or qualification • further as a deputy central laboratory director, managed the operations of multiple departments of the institution, including but not limited to, the mineral beneficiation department and chemical analysis department
April 2006 — Chief executive officer, • responsible for conducting feasibility studies, May 2019 Yunnan Dikuang Botai including feasibility studies for several open-pit Kuangye Co., Ltd.* (雲南地 granite mines with similar characteristics as the 礦博泰礦業有限責任公司) Yangjiang Mine
• responsible for mineral resource assessment
• responsible for conducting mine site visits for evaluation and collection of fundamental information of the project site in order to evaluate the feasibility of mine development and to devise a mining plan and production workflow in compliance with the applicable laws and regulations
• responsible for approving technical mining proposals and reports, including, but not limited to feasibility studies, exploration reports, mine designs and construction schedules of mining projects
• responsible for providing technical advice to mining projects
• responsible for managing mine resources exploration and extraction activities
• responsible for evaluating the geological data and optimal design of on-site infrastructure according to the characteristics of the relevant mines
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Positions and Period company/institutions Relevant experience/responsibilities or qualification February 2012 — Chief technical executive • responsible for conducting feasibility studies, May 2019 officer, Siam H.H. Industry including feasibility studies for several open-pit Co., Ltd (泰國暹羅H.H實業 mines 有限公司) • responsible for mineral resource assessments
• responsible for conducting mine site visits for evaluation and collection of fundamental information of the project site in order to evaluate the feasibility of mine development and to devise mining plans and production workflows in compliance with the applicable laws and regulations
• responsible for approving technical mining proposals and reports, including but not limited to feasibility studies, exploration reports and construction schedules
• responsible for providing technical advice in relation to mining projects
• responsible for managing mine resources exploration and extraction activities
• responsible for evaluating the geological data and optimal design of on-site infrastructure according to the characteristics of the relevant mines
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Positions and Period company/institutions Relevant experience/responsibilities or qualification February 2017 — Executive director and chief • responsible for conducting feasibility studies, May 2019 technical officer, ISON including feasibility studies for several open-pit Holding Group Co., Ltd.* mines with similar characteristics as the (易森控股集團有限公司) Yangjiang Mine
• responsible for mineral resource assessment
• responsible for conducting mine sites visits for evaluation and collection of fundamental information of the project site in order to evaluate the feasibility of mine development and to devise a mining plan and production workflow in compliance with the applicable laws and regulations
• responsible for approving technical mining proposals and reports, including, but not limited to feasibility studies, exploration reports, mine designs and construction schedules of mining projects
• responsible for providing technical advice to mining projects
• responsible for managing mine resources exploration and extraction activities
• responsible for evaluating the geological data and optimal design of on-site infrastructure according to the characteristics of the relevant mines
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Positions and Period company/institutions Relevant experience/responsibilities or qualification June 2019 — Present Quality control manager, • responsible for assisting in the implementation of Yangjiang Jinrui mine plans
• responsible for providing technical training to mining personnel in relation to mining techniques
• responsible for mine safety assessment and management, performing quality control on production process and managing production activities to ensure mine site safety
• responsible for conducting mine site visits to inspect and assess mineral resources
• responsible for providing overall technical guidance and support in relation to mineral extraction workflow so as to ensure effective implementation of production schedules and plans
• responsible for providing technical support in relation to mining techniques and mining equipment
• perform quality control monitoring on granite products
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Details of Mr. Zhao’s academic qualifications and other achievements are summarised below:
Period Academic qualification or other achievements January 1982 • graduated with an undergraduate degree in mining and beneficiation from Kunming Institute of Technology* (昆明工學院) (currently known as Kunming University of Science and Technology* (昆明理 工大學))
May 1989 • accredited as a mineral processing engineer (選礦工程師)bythe Evaluation Committee of the Yunnan Province Ministry of Geology and Mineral Exploration* (雲南省地質礦產勘查局評審委員會)
August 1997 • accredited as a senior mineral processing engineer* (高級選礦工程 師) by the Professional Title Evaluation Committee of the Yunnan Province Ministry of Geology and Mineral Exploration* (雲南省地 質礦產勘查局高級職稱評審委員會)
August 2004 • awarded “Outstanding Science and Technology Worker in Land and Resources System*” (國土資源系統優秀科技工作者)bythe National Committee of China Energy and Chemical Union* (中國能 源化學工會全國委員會)
December 2004 • awarded Level 2 Land and Resources Science and Technology Award* (國土資源科學技術獎二等獎) by the Ministry of Land and Resources of the PRC (中華人民共和國國土資源部) (currently known as the Ministry of Natural Resources of the PRC (中華人民共 和國自然資源部)) for comprehensive development and utilisation of Yunnan wollastonite* (雲南硅灰石綜合開發利用)
March 2005 • awarded Level 2 Yunnan Province Science Progress Award* (雲南省 科學技術進步獎二等獎) by the People’s Government of Yunnan Province (雲南省人民政府) for demonstration project of industrialization of new ultrafine wollastonite composite fiber for papermaking with an annual output of 100,000 tons* (年產10萬噸造 紙用超細硅灰石複合纖維新材料產業化示範工程)
January 2006 • awarded Level 1 Land and Resources Science and Technology Award* (國土資源科學技術獎一等獎) by the Ministry of Land and Resources of the PRC (中華人民共和國國土資源部) (currently known as the Ministry of Natural Resources of the PRC (中華人民共 和國自然資源部)) for exploration and evaluation of potassium and magnesium salt deposits in the Vientiane Plain* (萬象平原鉀鎂鹽礦 勘查評價)
March 2010 • accredited as a professor-level senior mineral processing engineer* (正高級選礦工程師) by the Professor-level Professional Title Evaluation Committee of Yunnan Province* (雲南省正高級工程師評 審委員會)
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DIRECTORS AND SENIOR MANAGEMENT
Mr. Zhao was a director of the following company at the time or within 12 months from the time the company was struck off and dissolved. The relevant details are set out below:
Place of Date of Means of Reasons of Name of Company Incorporation Nature of Business Dissolution Dissolution Dissolution STR Gold (HK) Limited Hong Kong Gold exploration 27 September Striking off Cessation of 香港寶豐黃金有限公司 and development 2013 business
Save as disclosed herein, during the three years immediately preceding the Latest Practicable Date, Mr. Zhao has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas.
Non-executive Directors
Mr. TSE, Yuk Kong (謝旭江), aged 65, has been appointed as a Director since September 2015. Mr. Tse was re-designated as a non-executive Director on 21 January 2020 and is primarily responsible for overseeing the day-to-day operations of our Group. He is also the chairman of the nomination committee and a member of the nomination committee.
Prior to joining our Group, Mr. Tse was extensively involved in the entertainment business. In February 1985, Mr. Tse began his career in the art department of Television Broadcast Limited, a company listed on the Stock Exchange (stock code: 0511) mainly engaged in the entertainment business in Hong Kong. From February 1989 to November 2007, Mr. Tse successively served as a scenery painter, senior scenery painter and assistant controller of the production services department at Asia Television Limited (currently known as Asia Television Holdings Limited), a company listed on the Stock Exchange (stock code: 707) mainly engaged in, among others, the media, cultural and entertainment business.
Mr. Tse has approximately 7 years of management related experience. From February 2009 to August 2011, he was an independent non-executive director of Asia Resources Holdings Limited, a company principally engaged in securities investment and financing business, whose shares are listed on the Stock Exchange (Stock Code: 899). From March 2009 to April 2009, Mr. Tse was an independent non-executive director of Karce International Holdings Company Limited (currently known as Starlight Culture Entertainment Group Limited), a company listed on the Stock Exchange (Stock Code: 1159) principally engaged in the manufacture and sale of conductive silicone rubber keypads. From June 2014 to October 2014, Mr. Tse was an executive director of Yueshou Environmental Holdings Limited (currently known as China Gem Holdings Limited) a company listed on the Stock Exchange (Stock Code: 1191) principally engaged in property development businesses, during which he was responsible for the overall corporate management and execution of project acquisition. From February 2010 to January 2011, Mr. Tse was an
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DIRECTORS AND SENIOR MANAGEMENT independent non-executive director of Nam Hing Holdings Limited (currently known as China Environmental Energy Investment Limited), a company listed on the Stock Exchange (Stock Code: 986) principally engaged in trading and manufacturing of printed circuit boards.
Between 2011 and 2012, Mr. Tse through the referral of his business partner, Mr. Lin, became acquainted with Mr. Chen who was a shareholder and the general manager of Heng Fa at the material time. Mr. Lin is the lender of the personal loan in the amount of RMB30 million for the payment of the Balance Mining Rights Premium. Mr. Lin is also a retired local governmental official in Yangjiang City who is familiar with the economic developments of the region. Mr. Chen is knowledgeable and competent in the mining industry, experienced in mine development, providing technical support and developing overall extraction workflow. For the biography of Mr. Chen, please refer to the section headed “Directors and Senior Management — Board of Directors — Executive Directors”.
Through his relationship with Mr. Lin, Mr. Tse had learnt about the development circumstances and great potential in the Yangjiang region. Subsequent to the referral by Mr. Lin, Mr. Chen was acquainted with Mr. Tse, and from January 2013 to December 2014, upon the invitation of Mr. Chen, Mr. Tse was engaged as an operation and management consultant (開採技 術及管理顧問) of Heng Fa, a company mainly engaged in the mining, production and sale of granite aggregates. Mr. Chen invited Mr. Tse to be the operation and management consultant of Heng Fa in January 2013 on the following bases: (a) Mr. Tse possessed substantial corporate management experience from his former positions in various private and publicly listed companies in Hong Kong; (b) Mr. Tse would be primarily responsible for providing corporate management and corporate governance advisory services to the management of Heng Fa; (c) Mr. Tse did not usually advise on the operational side of Heng Fa; (d) it provided an opportunity to let Mr. Tse understand more about the mining industry as well as its development potential in the Yangjiang region; and (e) it also provided an opportunity for Mr. Tse and Mr. Chen to work together and get further acquainted, so that Mr. Tse acknowledged that Mr. Chen possessed valuable experience and is extensively knowledgeable in the mining industry.
Through the acquaintance with Mr. Chen as well as the engagement as the operation and management consultant of Heng Fa, Mr. Tse has deepened his understanding of and knowledge on the economic conditions and the mining industry in the Yangjiang district, Guangdong Province of the PRC. Such engagement also provided a favourable circumstance for Mr. Tse to be more amenable to investing in a new mine.
In around late 2014 to early 2015, Mr. Chen invited Mr. Tse to invest in a new mine in the Yangjiang district. Mr. Tse was of the view that there would be a great opportunity and potential for the industry of construction materials to develop and expand in the western Guangdong Province of the PRC, as it could satisfy the strong demand anticipated for the infrastructure
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DIRECTORS AND SENIOR MANAGEMENT development in the Guangdong-Hong Kong-Macao Greater Bay Area which is of close proximity to the Yangjiang district. Together with the experience and knowledge gained in the area of construction materials and mining industry, Mr. Tse agreed to invest in a new mine in the Yangjiang district, which has become our Yangjiang Mine subsequently. Mr. Tse funded his investment in our Group with his own source of funding.
Since February 2018, Mr. Tse has been a director of Yangjiang Hengji Construction Materials Co., Ltd.* (陽江市恒基建材有限公司), a company engaged in the manufacturing of ready-mixed concrete and precast concrete products including high strength reinforced concrete pipes and prestressed concrete piles, where he is mainly responsible for the overall management, financial performance and business development of the company.
Mr. Tse was a director of Grand Million Development Limited (博萬發展有限公司)(“Grand Million”) since July 2009. A receiver has been appointed to Grand Million in May 2000 due to Grand Million being unable to pay a judgment debt. The case involved a contractual dispute for the sale and purchase of a building in Central (the “Property”) where Grand Million was ordered to return a deposit of HK$100 million to Global Time Investments Limited, a purchaser of the Property. The judgment debt accumulated to HK$170 million in February 2000, taking into account of interests. The case was decided prior to Mr. Tse’s appointment as a director and the judgment had been concluded in June 2009. Mr. Tse confirms that he had no involvement in the case and there is no fraudulent act or misfeasance on his part leading to the appointment of receivers to Grand Million and he is not aware of any actual or potential claim that has been or will be made against him as a result of the appointment of receivers to Grand Million.
Mr. Tse was a director of the following companies at the time or within 12 months from the time of the deregistration. The relevant details are set out below:
Place of Nature of Date of Means of Reasons of Name of Company Incorporation Business Dissolution Dissolution Dissolution China IVF Fertility Hong Kong Scientific 15 April 2016 Deregistration Cessation of Technology research business Holdings Limited
China Eco Development Hong Kong Scientific 06 November Deregistration Cessation of Limited research 2015 business
Emcell Clinic (International) Hong Kong Scientific 15 April 2016 Deregistration Cessation of Limited research business
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Place of Nature of Date of Means of Reasons of Name of Company Incorporation Business Dissolution Dissolution Dissolution Emcell Group (China) Hong Kong Investment 26 October Deregistration Cessation of Limited holding 2018 business
Emcell Group (Hong Kong) Hong Kong Scientific 15 April 2016 Deregistration Cessation of Limited research business
Fire Diamond Limited Hong Kong Investment 28 September Deregistration Cessation of and trading 2018 business
Human Stem Cells Group Hong Kong Investment 26 October Deregistration Cessation of Limited holding 2018 business
Sammy Investment Limited Hong Kong Investment 15 April 2016 Deregistration Cessation of holding business
Sinlon Industries Limited Hong Kong Investment 6 June 2019 Deregistration Cessation of holding business
Universal IVF Fertility Hong Kong Scientific 15 April 2016 Deregistration Cessation of Technology research business Holdings Limited
Gei Chung Yung Research Hong Kong Non-profit 18 September Deregistration Cessation of Fund Co., Limited* 姬松茸 2020 business 科研基金有限公司
Mr. Tse confirms that the companies listed above were solvent at the time of deregistration. Mr. Tse further confirms that there was no fraudulent act or misfeasance on his part leading to the deregistration and dissolution of such companies and he is not aware of any actual or potential claim that has been or will be made against him as a result of the deregistration and dissolution of such companies.
Save as disclosed herein, during the three years immediately preceding the Latest Practicable Date, Mr. Tse has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas.
Mr. FOWLER, Paul Roger (方保羅) (“Mr. Fowler”), aged 70, has been appointed as a Director since 21 January 2020. Mr. Fowler was re-designated as a non-executive Director on 21 January 2020 and is primarily responsible for overseeing the technical aspects of the operations of our Group.
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Mr. Fowler has over 42 years of experience in the mining industry. From October 1978 to November 1996, Mr. Fowler was a geotechnical engineer at Ove Arup Partnership (currently known as Arup Group Limited), a company engaged in engineering design and supervision, where he was primarily responsible for conducting geotechnical design and supervision of works. From December 1996 to July 2001, Mr. Fowler was a general manager at KWP Quarry Co. Limited, a company mainly engaged in the production of aggregates, where he was part of a team responsible for setting up the company and leading it through the early stages of a revenue generating design, build and operate quarry rehabilitation contract with the Hong Kong government. From July 2001 to September 2004, Mr. Fowler was a general manager for planning and development at K.Wah Construction Materials (Hong Kong) Limited, a company mainly engaged in the supply of aggregates, ground granulated blast furnace slag, cement and other downstream building materials, where he was primarily responsible for drafting investment policies and planning procedures, evaluating new business opportunities and coordinating the public affairs activities of the company. From February 2006 to June 2009, Mr. Fowler was a director at Aziana Exploration Corporation, a company mainly engaged in gold and bauxite mineral exploration in Madagascar. Since November 2005, Mr. Fowler has been a director and founder of Materials Solution Limited, a company mainly engaged in providing consultancy services relating to construction materials, ground engineering and geotechnical design, where he is primarily responsible for, among others, providing technical advice and conducting geological reviews. Since August 2006, Mr. Fowler has been a director and co-founder of Rockhound Limited, a company mainly engaged in providing resources asset management, consultancy and project partnership services in mining, energy and natural resources projects, where he is primarily responsible for undertaking due diligence and providing technical and geological support for minerals projects.
Mr. Fowler was admitted as a Fellow of The Geological Society of London in January 1975 and was further accredited as a Chartered Geologist in October 1990. Mr. Fowler was accredited as a Chartered Engineer of The Council of Engineering Institutions in the United Kingdom in November 1980. Mr. Fowler was admitted as a Member of the Institution of Mining and Metallurgy (currently known as the Institute of Materials, Minerals and Mining) in the United Kingdom in April 1979, and was further admitted as a Fellow in April 1991. Mr. Fowler was admitted as a Registered Professional Engineer (Geotechnical) of the Hong Kong Engineers Registration Board in September 1996. Mr. Fowler was admitted as a Fellow of the Institute of Quarrying in the United Kingdom in January 1997. Mr. Fowler was admitted as a Member of the Hong Kong Institution of Engineers in August 2000.
Mr. Fowler obtained a bachelor of science degree in geology from the University of Newcastle Upon Tyne (currently known as Newcastle University) in the United Kingdom in June 1974. Mr. Fowler further obtained a master of science degree in engineering geology from the University of Leeds in the United Kingdom in September 1978.
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Mr. Fowler was a director of the following companies at the time or within 12 months from the time of the deregistration. The relevant details are set out below:
Place of Means of Reasons of Name of Company Incorporation Nature of Business Date of Dissolution Dissolution Dissolution IFN Rockhound Limited Hong Kong Investments 15 January 2010 Deregistration Cessation of business
Rockhound Minerals Hong Kong Minerals processing 11 August 2017 Deregistration Cessation of Engineering Limited and engineering business
Mr. Fowler confirms that the companies listed above were solvent at the time of deregistration. Mr. Fowler further confirms that there was no fraudulent act of misfeasance on his part leading to the deregistration and dissolution of such companies and he is not aware of any actual or potential claim that has been or will be made against him as a result of the deregistration and dissolution of such companies.
Save as disclosed herein, during the three years immediately preceding the Latest Practicable Date, Mr. Fowler has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas.
Mr. LEUNG, Kar Fai (梁嘉輝)(“Mr. Leung”), aged 42, has been appointed as a Director since 21 January 2020. Mr. Leung was re-designated as a non-executive Director on 21 January 2020 and is primarily responsible for advising on geological matters and mine design.
Mr. Leung has approximately 17 years of experience in the mining industry, especially in the area of technical due diligence of mineral deposits and project evaluation. From August 2004 to August 2007, Mr. Leung was a project geologist for Inco, a mining company which was acquired by Vale in 2006, where he was responsible for various exploration programs of nickel and copper deposits in the PRC. From September 2007 to August 2010, he was re-appointed as a geologist for the same company, where he was mainly responsible for preparing work plans for exploration projects, evaluating potential projects and reviewing technical mining reports. From September 2010 to June 2012, Mr. Leung was the technical representative of Behre Dolbear Group Inc., a company mainly engaged in the provision of mining advisory services, where he was mainly responsible for the preparation of resource and reserve estimates in accordance with the JORC Code and technical due diligence studies of mineral studies. From July 2012 to March 2015, Mr. Leung was the chief geologist of Sino Prosper State Gold Resources (中盈國金資源控股有限公 司), a company listed on the Stock Exchange (stock code: 766) mainly engaged in investment of metal resources, where he was mainly responsible for identifying exploration targets, developing future exploration plans and formulating growth strategies. From September 2014 to September
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2016, Mr. Leung was a non-executive director of Future Bright Mining Holdings Limited, a company listed on the Stock Exchange (stock code: 2212) mainly engaged in marble mining and production. Mr. Leung was mainly responsible for advising on geological matters and mine design. From November 2015 to July 2019, Mr. Leung was an independent non-executive director of North Mining Shares Company Limited, a company listed on the Stock Exchange (stock code: 433) mainly engaged in mining operations, property management operations, chemical trading operations and security technology operations. Mr. Leung was mainly responsible for advising the group, board of directors and chief executive officer on mining-related issues. Since April 2018, Mr. Leung has been a director of BAW Mineral Partners, a company mainly engaged in technical advisory services for mining companies, where he is mainly responsible for overseeing and managing technical advisory services for mining clients, conducting business development with Asia-based clients and project management.
Since July 2019, Mr. Leung has been an advisory member of the Task Force on Gemstone Testing, Hong Kong Accreditation Service, where he is mainly responsible for advising on geology and mining-related issues, commercial lab testing issues and commercial issues of the mining industry.
From March 2003 to June 2004 and from January 2010 to April 2010, Mr. Leung was a freelance columnist of Hong Kong Discovery Magazine and had made various publications in the field of geology.
Mr. Leung has been a member of the Geological Society of Hong Kong since 2000. Mr. Leung was the founding chairman of the Hong Kong Mining Investment Professionals Association established in 2010. Mr. Leung has been a member of the Australasian Institute of Mining and Metallurgy since 2011.
Mr. Leung obtained a bachelor of science degree, majoring in earth sciences in November 2001 and a master of philosophy degree in earth sciences in December 2005, both from the University of Hong Kong.
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Mr. Leung was a director of the following companies at the time or within 12 months from the time of the deregistration. The relevant details are set out below:
Place of Nature of Date of Means of Reasons of Name of Company Incorporation Business Dissolution Dissolution Dissolution Hong Kong Mining Hong Kong Networking 29 November Deregistration Cessation of Investment Professionals 2019 business Association Limited
Mr. Leung confirms that the companies listed above were solvent at the time of deregistration. Mr. Leung further confirms that there was no fraudulent act of misfeasance on his part leading to the deregistration and dissolution of such companies and he is not aware of any actual or potential claim that has been or will be made against him as a result of the deregistration and dissolution of such companies.
Save as disclosed herein, during the three years immediately preceding the Latest Practicable Date, Mr. Leung has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas.
Independent non-executive Directors
Mr. NG, Kwok Kei Sammy (伍國基) (“Mr. Ng”), aged 56, has been appointed as our independent non-executive Director since [•] and is primarily responsible for overseeing the management independently. He is also the chairman of each of the audit and remuneration committee and a member of each of the audit and remuneration committee.
Mr. Ng has approximately 25 years of experience in accounting and auditing. From July 1989 to August 1992, Mr. Ng successively served as audit intermediate, audit semi-senior, Senior I and Senior II at Ernst & Young, a company mainly engaged in the provision of assurance, tax, advisory and transaction advisory services, where he was mainly responsible for auditing works. From June 1993 to August 1996, Mr. Ng was an assistant director of Capital Asia Limited (currently known as Goldin Properties Holdings Limited), a company which was listed on the Stock Exchange (stock code: 283) mainly engaged in property development, where he was mainly responsible for overseeing the finance, accounting and investment businesses. From June 2001 to March 2008, Mr. Ng was a group financial controller of Fortune Oil Holdings Plc., a company which was listed on the London Stock Exchange (stock code: FTO) and was subsequently delisted in March 2015, mainly engaged in investments and operations in oil and gas supply and infrastructure projects in China, where he was responsible for overseeing the finance, accounting and investment businesses. From May 2010 to March 2013, Mr. Ng was the chief financial officer of Mongolia Investment Group Limited (currently known as Peace Map Holding Limited), a company listed on the Stock
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DIRECTORS AND SENIOR MANAGEMENT
Exchange (stock code: 402) mainly engaged in the mining and construction businesses, where he was mainly responsible for overseeing the finance, accounting and investment businesses. From April 2013 to December 2013, Mr. Ng was a senior consultant of the same company. From June 2017 to December 2017, Mr. Ng was an independent non-executive director of Huiyin Holdings Group Limited, a company listed on the Stock Exchange (stock code: 1178) mainly engaged in, among others, manufacturing and trading of health products in Hong Kong and the PRC. From March 2018 to August 2018, Mr. Ng was a non-executive director of China Billion Resources Limited, a company listed on the Stock Exchange (stock code: 274) mainly engaged in mining, exploration and trading of gold products in the PRC, provision of beauty treatment services and trading of cosmetics and skincare products in Hong Kong and provision of money lending services in Hong Kong. Since March 2017, Mr. Ng has been an independent non-executive director of BCI Group Holdings Limited, a company listed on the Stock Exchange (stock code: 8412) mainly engaged in the food and beverage and entertainment businesses.
Mr. Ng was admitted as a fellow of the Association of Chartered Certified Accountants in October 1996. Mr. Ng was admitted as a fellow of the Hong Kong Institute of Certified Public Accountants in May 2000. Mr. Ng was admitted as a fellow of the Institute of Chartered Accountants in England and Wales in August 2019. Mr. Ng was admitted as an associate of the Hong Kong Institute of Chartered Secretaries in December 2016. Mr. Ng is registered as a practising certified public accountant by the Hong Kong Institute of Certified Public Accountants in January 2019.
Mr. Ng obtained an honours diploma in accountancy from Lingnan College (currently known as Lingnan University) in Hong Kong in November 1988. Mr. Ng obtained a bachelor of commerce accounting degree from Curtin University of Technology in Australia in February 1996. Mr. Ng further obtained a master of business administration degree from the University of Hong Kong in Hong Kong in November 2007.
Mr. Ng was a director of the following company at the time or within 12 months from the time of the deregistration. The relevant details are set out below:
Place of Nature of Date of Means of Reasons of Name of Company Incorporation Business Dissolution Dissolution Dissolution Mongolia Investment Hong Kong Investment 16 December Deregistration Cessation of Holdings Limited holding 2011 business 蒙古投資控股有限公司
Save as disclosed herein, during the three years immediately preceding the Latest Practicable Date, Mr. Ng has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas.
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DIRECTORS AND SENIOR MANAGEMENT
Mr. LAM, Man Bun Alan (林文彬) (“Mr. Lam”), aged 68, has been appointed as our independent non-executive Director since [•] and is primarily responsible for overseeing the management independently. He is also a member of each of the audit, remuneration and nomination committee.
From March 2009 to June 2012, Mr. Lam was an independent non-executive director of Sincere Watch (Hong Kong) Limited, a company listed on the Stock Exchange (stock code: 444) mainly engaged in the distribution of branded luxury watches, timepieces and accessories in Hong Kong, Macau, Taiwan, Korea and the PRC, dining business and property investment, where he was primarily responsible for providing independent opinion and judgment to the company’s board of directors. Since February 2017, Mr. Lam has been an independent non-executive director of GME Group Holdings Limited, a company listed on the Stock Exchange (stock code: 8188) mainly engaged in the provision of underground construction services, where he is primarily responsible for advising on issues such as corporate governance, audit, remuneration and nomination of directors and senior management of the company. Mr. Lam is currently the sole proprietor of Alan Lam, Yam & Pe.
Mr. Lam was admitted as a solicitor of the High Court of Hong Kong in June 1979. He was admitted as a solicitor of the Supreme Court of England and Wales in May 1983. He was admitted as a solicitor of the Supreme Court of the Australian Capital Territory in April 1989. He was admitted as an advocate of the Supreme Court of the Republic of Singapore in May 1990.
Since November 2004, Mr. Lam has been an accredited risk-management tutor of the Law Society of Hong Kong. Since June 2011, Mr. Lam has been an accredited general mediator of the Law Society of Hong Kong. Since July 2013, Mr. Lam has been an accredited general mediator of the Hong Kong Mediation Accreditation Association Limited. Mr. Lam is currently a china-appointed attesting officer.
Mr. Lam obtained a bachelor of science degree from Leland Stanford Junior University in the United States in June 1974.
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Mr. Lam was a director of the following companies at the time or within 12 months from the time of the deregistration or at the time the companies were struck off and dissolved. The relevant details are set out below:
Place of Means of Reasons of Name of Company Incorporation Nature of Business Date of Dissolution Dissolution Dissolution Alan Lam Bloodstock Hong Kong Trading 10 March 2006 Deregistration Cessation of Consultants Limited business
Chinabuild.com Limited Hong Kong Internet content 30 November Deregistration Cessation of provider 2007 business
Hong Kong Society of Hong Kong Legal services civil 24 July 2015 Deregistration Cessation of Civil Celebrants celebrants business Limited
Kenman Enterprises Hong Kong Corporate 10 March 2006 Deregistration Cessation of Limited (光萬企業 business 有限公司)
Kenseido Company Hong Kong Trading 18 October 2007 Deregistration Cessation of Limited (妍生堂有限 business 公司)
Pacific Century Hong Kong General trading 30 August 2013 Striking off Cessation of Economic and business Cultural Development Limited (太平洋世紀 經濟文化發展 有限公司)
Robert McAnulty & Hong Kong Trading 18 May 2001 Striking off Cessation of Alan Lam Bloodstock business Consultants Limited
Wine Establishment Hong Kong Trading 27 September Deregistration Cessation of (Hong Kong) 2002 business Company Limited
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Mr. Lam confirms that the companies listed above were solvent at the time of deregistration or at the time the companies were struck off and dissolved. Mr. Lam further confirms that there was no fraudulent act of misfeasance on his part leading to the deregistration and dissolution of such companies and he is not aware of any actual or potential claim that has been or will be made against him as a result of the deregistration and dissolution of such companies.
Save as disclosed herein, during the three years immediately preceding the Latest Practicable Date, Mr. Lam has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas.
Ms. LUK, Po Chun (陸寶珍) (“Ms. Luk”), aged 51, has been appointed as our independent non-executive Director since [•] and is primarily responsible for overseeing the management independently. She is also a member of each of the audit, remuneration and nomination committee.
Ms. Luk has approximately 30 years of accounting, finance and company secretary experience. From September 1990 to April 1991, Ms. Luk was an accounts clerk at Emperor Investment Limited, a company mainly engaged in investment management, where she was primarily responsible for accounting work. From May 1991 to June 1992, Ms. Luk was an audit assistant at F.S. Li & Co., a company mainly engaged in providing auditing, accountancy and financial consulting services, where she was primarily responsible for auditing and accounting work. From August 1992 to April 1995, Ms. Luk was a semi-senior auditor at Grant Thornton Byrne (currently known as Grant Thornton), a company mainly engaged in accounting, auditing advisory, assurance and tax services, where she was primarily responsible for conducting audit assignments of various sizes and nature. From April 1995 to July 1996, Ms. Luk was a management accountant at Top Glory International Holdings Limited, a company mainly engaged in real estate business, where she was primarily responsible for financial management work. From July 1996 to July 2001, Ms. Luk was a senior accountant at Cheung Tai Hong Holdings Limited, a company mainly engaged in, among others, real estate and retail businesses, where she was primarily responsible for accountancy and finance work, handling company secretarial matters and various listing matters. From July 2001 to July 2002, Ms. Luk was the chief accountant at S.A. Cimenteries CBR, Hong Kong Branch, a company mainly engaged in wholesale distribution of construction materials, where she was primarily responsible for financial and accounting tasks. From September 2002 to January 2005, Ms. Luk was the chief financial officer and company secretary at South Asia Publications Ltd., a company mainly engaged in providing publishing, distribution, subscription service, circulation management, and marketing services, where she was primarily responsible for finance and accounting, administration, company secretary and human resources management matters. From May 2005 to February 2006, Ms. Luk was the financial controller at Funing Property Management Limited, a company mainly engaged in providing professional property management services, where she was primarily responsible for finance and accounting matters. From March 2006 to April 2007, Ms. Luk was the chief accountant at China
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Water Affairs Group Limited, a company listed on the Stock Exchange (stock code: 855) mainly engaged in the water supply, environmental protection, and property development and investment businesses, where she was primarily responsible for financial, auditing and listing matters. From April 2007 to August 2009, Ms. Luk was the group chief accountant of Top Spring International Holdings Limited, a company listed on the Stock Exchange (stock code: 3688) mainly engaged in real estate property development in the PRC, Hong Kong and overseas territories, where she was primarily responsible for financial management. From August 2009 to November 2015, Ms. Luk was the company secretary of the same company, where she was primarily responsible for ensuring that the board of directors’ procedures were followed, and its activities were efficiently and effectively conducted. From December 2015 to April 2016, Ms. Luk was the joint company secretary of the same company, where she was primarily responsible for ensuring that the board of directors’ procedures were followed, and its activities were efficiently and effectively conducted. Since May 2016, Ms. Luk has been the assistant president of the same company, where she is primarily responsible for promoting good corporate governance within the company.
Ms. Luk was admitted as an associate of the Hong Kong Institute of Certified Public Accountants in July 2001. Ms. Luk was admitted as a member of the Association of Chartered Certified Accountants in June 2001 and was further admitted as a fellow in June 2006.
Ms. Luk obtained a bachelor of business administration degree from the Open University of Hong Kong in December 1995. Ms. Luk further obtained a master of corporate finance degree from the Hong Kong Polytechnic University in December 2007.
Save as disclosed herein, during the three years immediately preceding the Latest Practicable Date, Ms. Luk has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas.
Senior Management
Mr. LI, Zhiwei (李志偉) (“Mr. Li”), aged 52, is the manager of production and technology department of our Group. Mr. Li joined our Group in November 2019. He is primarily responsible for overseeing overall production safety, environmental matters, providing training to mining personnel in relation to mining methods and safety measures, and providing technical support in relation to mineral extraction workflow, mine site construction and development.
Mr. Li has approximately 30 years of experience in the mining industry, particularly in safety and production process management of various granite mines similar to our Yangjiang Mine. Prior to joining our group, from September 1991 to September 1995 and from October 1995 to December 2001, Mr. Li successively served as a safety technician* (安全技術員) and chief of safety section* (安全技術科科長), respectively, in the 807 prospecting team of Yunnan Province
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Ministry of Geology and Mineral Exploration* (雲南省地質礦產勘查局807探礦隊), a government unit mainly engaged in mineral exploration, mine development, and engineering geology and hydrogeology surveying, where he was primarily responsible for providing on-the-ground technical, safety and environmental protection education and training for mining personnel, and providing oversight of production safety and environmental impact assessment. As chief of safety section, he was also responsible for manage and supervising the mining production teams.
From January 2002 to June 2007, Mr. Li served as the head of office* (辦公室主任) and head of production safety department* (安全生產部主任) at Yunnan Province Geological Engineering and Exploration Company* (雲南省地質工程勘察總公司), a company mainly engaged in mineral resource reserve surveying, engineering geology and hydrogeology surveying, and geological hazard prevention design, where he was primarily responsible for overseeing production safety of various mining projects, developing and implementing mine plans and scheduling, and conducting safety and environmental impact assessments on open-pit and underground mining operations.
From July 2007 to November 2010, Mr. Li was the deputy general manager of Yongshan Jinsha Kuangye Company Limited* (永善金沙礦業有限責任公司), a company mainly engaged in mining, mineral beneficiation, and mineral sales, where he was primarily responsible for managing the production, safety, environmental and administrative offices, respectively. As the person in charge of managing production safety and environmental matters, Mr. Li actively supervised the production team during the production process. Mr. Li was also responsible for conducting safety and environmental impact assessments during the mineral exploration and mineral extraction phases, as well as reviewing and assessing mine blasting activities. Mr. Li actively provided on-site technical and safety guidance to mining personnel in order to ensure mine site safety and compliance with relevant laws and regulations.
Since February 2009, Mr. Li has been the shareholder, director and general manager of Yunnan Jinkuo Technology Company Limited* (雲南金廓科技有限公司), a company mainly engaged in environmental engineering design and implementation, land planning and design advisory services, conducting feasibility studies for mining projects, geological hazard governance design and implementation, and geological hazard risk assessments, where he is primarily responsible for conducting mineral resource assessments, developing mineral extraction workflows, providing technical support during mine construction, providing project budgeting and economic analysis, conducting feasibility studies for mining projects, and providing technical consultancy services to a number of PRC mines.
Since August 2012, Mr. Li has also been the shareholder, director and general manager of Diqing Prefecture Weicheng Mineral Resources Evaluation Consulting Company Limited* (迪慶州 偉晟礦產資源評估諮詢有限公司), a company mainly engaged in mineral exploration, providing mine geology, hydrogeology and environmental geology advisory services, mineral resource
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DIRECTORS AND SENIOR MANAGEMENT reserve surveying, and providing technical support on mining techniques, where he is primarily responsible for conducting mineral resource assessments, developing mineral extraction workflow, providing technical support during mine construction, providing project budgeting and economic analysis, conducting feasibility studies for mining projects, and providing technical consultancy services to a number of PRC mines. During the relevant period, Mr. Li has conducted feasibility studies, mineral resource assessment reports, and development and utilisation plans for several PRC mines similar to our Yangjiang Mine.
Notwithstanding Mr. Li’s positions at both Yunnan Jinkuo Technology Company Limited and Diqing Prefecture Weicheng Mineral Resources Evaluation Consulting Company Limited concurrently since February 2009 and August 2012 respectively, Mr. Li has been able to devote sufficient time to discharge his duties as a senior management member of our Company primarily because of the following:
(a) Mr. Li is the shareholder, director and general manager of both Yunnan Jinkuo Technology Company Limited and Diqing Prefecture Weicheng Mineral Resources Evaluation Consulting Company Limited. Mr. Li has the authority and power to control and allocate the time that he needs to spend on these companies as well as to assign and delegate the job assignments and responsibilities to his subordinates and staff;
(b) being the shareholder, director and general manager of the companies abovementioned do not require his full-time commitment in and dedication to any of these two companies simultaneously as he was sufficiently senior and experienced;
(c) being the manager of production and technology department of our Company, primarily responsible for managing and supervising the mining team as well as overseeing production safety and environmental impact assessments, Mr. Li has received support and assistance from his team members including his subordinates and staff who have been able to devote substantially all of their time to the day-to-day matters and business operations;
(d) none of the two companies abovementioned that Mr. Li served has questioned or complained about his commitment, time and effort devoted to them; and
(e) with his background and experience in the mining industry in the PRC, Mr. Li is completely aware of the responsibilities and expected time involvements as a senior management member of our Company. Mr. Li has not found difficulties in devoting his time and effort to multiple companies (including our Company) and he is confident that he will competently discharge his responsibilities and duties to our Company continuously.
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Details of Mr. Li’s work experience in the mining industry are summarised below:
Positions and Period company/institutions Relevant experience/responsibilities or qualification September 1991 — Safety technician, 807 • responsible for providing on-the-ground September 1995 prospecting team of Yunnan education and training for mining Province Ministry of personnel on the technical, safety and Geology and Mineral environmental protection aspects of the Exploration* (雲南省地質礦 relevant mines 產勘查局807探礦隊) • responsible for assisting the oversight of production safety and environmental impact assessment of various mining projects
October 1995 — Chief of safety section, 807 • responsible for providing on-the-ground December 2001 prospecting team of Yunnan education and training for mining Province Ministry of personnel on the technical, safety and Geology and Mineral environmental protection aspects of the Exploration* (雲南省地質礦 relevant mines 產勘查局807探礦隊) • responsible for supervising the mining production team as well as overseeing production safety and environmental impact assessment of various mining projects
• responsible for managing and supervising the mining production teams
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Positions and Period company/institutions Relevant experience/responsibilities or qualification January 2002 — Head of office and head of • responsible for overseeing production June 2007 production safety safety of various mining projects department, Yunnan Province Geological • responsible for development and Engineering and Exploration implementation of mine planning and Company* (雲南省地質工程 scheduling as well as conducting safety 勘察總公司) assessment and environmental impact assessment on open-pit and underground mining operations, including the review and assessment of exploration and mining processes and mine blasting activities
July 2007 — Deputy general manager, • responsible for managing and supervising November 2010 Yongshan Jinsha Kuangye the mining production team as well as Co., Ltd.* (永善金沙礦業有 overseeing production safety and 限責任公司) environmental impact assessment of various mining projects
• responsible for the development and implementation of mine planning and scheduling as well as conducting safety assessment on open-pit and underground mining operations, including the review and assessment of exploration and mining processes and mine blasting activities
• responsible for devising workflow of the overall mining process and providing technical support on mine construction
• responsible for providing technical guidance on work place safety to miners in order to ensure mine site safety and compliance with relevant laws and regulations
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Positions and Period company/institutions Relevant experience/responsibilities or qualification February 2009 — Director and general • responsible for conducting mineral Present manager, Yunnan Jinkuo resource assessment, developing mineral Technology Co., Ltd.* extraction workflow, providing technical (雲南金廓科技有限公司) support during mine construction and project budgeting and economic analysis
• responsible for conducting feasibility studies for mining projects
• responsible for providing technical consultancy services to a number of PRC mines
August 2012 — Director and general • responsible for conducting mineral Present manager, Diqing Prefecture resource assessment, developing mineral Weicheng Mineral extraction workflow, providing technical Resources Evaluation support during mine construction and Consulting Co., Ltd.* project budgeting and economic analysis (迪慶州偉晟礦產資源評估 諮詢有限公司) • responsible for conducting feasibility studies for mining projects
• responsible for providing technical consultancy services to a number of PRC mines
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Positions and Period company/institutions Relevant experience/responsibilities or qualification November 2019 — Manager, Production and • responsible for managing and supervising Present technology department, the mining production team as well as Yangjiang Jinrui overseeing production safety and environmental impact assessment of the Yangjiang Mine
• responsible for the development and implementation of mine planning and scheduling as well as conducting safety assessment on the Yangjiang Mine, including the review and assessment of exploration and mining processes and mine blasting activities
• responsible for devising workflow of the overall mining process and providing technical support on mine construction
• responsible for providing on-site technical and safety guidance to mining personnel in order to ensure mine site safety and compliance with relevant laws and regulations
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Details of Mr. Li’s academic qualifications and other achievements are summarised below:
Period Academic qualification or other achievements June 1991 • obtained a bachelor in safety engineering degree from China University of Geosciences* (中國地質大學)
October 2002 • accredited as a registered senior engineer by the Yunnan Province Department of Labour* (雲南省人事廳)
January 2007 • accredited as a registered engineer in safety by the Yunnan Province Department of Labour* (雲南省人事廳)
July 2007 • obtained a master’s degree in project management from the University of Greenwich in the United Kingdom
November 2014 • accredited as a registered engineer in safety by the State Administration of Work Safety* (國家安全生產監督管理總局)
Save as disclosed herein, during the three years immediately preceding the Latest Practicable Date, Mr. Li has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas.
Mr. LIU, Ruolong (柳若龍) (“Mr. Liu”), aged 57, is the technical supervisor of production and technology department of our Group. Mr. Liu joined our Group in November 2019. He is primarily responsible for providing overall technical advice and support in relation to mine planning, extraction and production workflow, providing training to mining and production personnel in relation to mining and production techniques, overseeing extraction and production activities, and reviewing and approving technical documents in relation to extraction and production process.
Mr. Liu has approximately 29 years of experience in the mining industry, particularly in providing overall technical advice and guidance in relation to mining works of various granite mining projects similar to our project.
From April 1992 to October 2003, Mr. Liu successively served as a deputy general manager and general manager at Zhejiang Province Tunnel Engineering Company* (浙江省隧道工程公司) (currently known as Zhejiang Province Tunnel Engineering Group Co. Ltd.* (浙江省隧道工程集團 有限公司)), a company mainly engaged in, among others, providing general contracting services for metallic and non-metallic mines construction, and earthwork and tunnel engineering, where he was primarily responsible for organising and overseeing mine construction works, conducting the overall development and construction of metallic and non-metallic mines including open-pit stone
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DIRECTORS AND SENIOR MANAGEMENT mines similar to the Yangjiang Mine, conducting the stripping and blasting works of large-scale open-pit stone mines, and establishing safety, quality control and management policies. Since October 2012, Mr. Liu has been a consultant at the same company, where he is primarily responsible for providing technical and management advisory services to the company, specifically in relation to the areas of construction engineering, mine development, extraction and production techniques, and management.
From May 1997 to May 2003, Mr. Liu was a deputy brigade leader and chief engineer at Zhejiang Province No. 7 Geological Brigade* (浙江省第七地質大隊), a government unit under Zhejiang Province Ministry of Geological Exploration* (浙江省地質勘察局) mainly engaged in geological surveying, mineral resources prospecting, metallic and non-metallic mine resource reserve assessment, geological disaster prevention, and mine environmental governance and protection. Since October 2012, Mr. Liu has been a consultant at the same unit. Mr. Liu was primarily responsible for organising and managing the geological surveying, mine resource reserve assessment, and mineral resources development and utilisation planning works of the unit. Mr. Liu was also responsible for reviewing and approving development and utilisation plans for mining projects, including feasibility reports, geological survey reports, mineral exploration reports and mine design plans. As the chief engineer, Mr. Liu was responsible for training relevant personnel in mine development, mineral exploration, and environmental governance and protection techniques.
From October 2003 to July 2008, Mr. Liu was a deputy general manager at Zhejiang Geological Exploration Investment Development Co., Ltd.* (浙江省地勘投資發展有限公司), a company mainly engaged in the exploration and development of metallic and non-metallic mines, operation and management of mining projects, and providing technical advisory services, where he was primarily responsible for conducting mine resource reserve assessments and valuation of mining rights. Mr. Liu was also responsible for providing technical advisory services, including drafting of mine development and utilisation plans, drafting of green mine construction plans* (綠 色礦山創建方案), and completing feasibility studies for construction stone mines.
From October 2003 to October 2012, Mr. Liu successively served as a general manager and chairman at Zhejiang Geological Exploration Mine Technology Co., Ltd.* (浙江地勘礦業技術有限 公司), a company mainly engaged in providing mining technical advisory services and mine environmental governance and protection services, where he was primarily responsible for providing green mining* (綠色礦山開採) technical guidance and technical advisory services to metallic and non-metallic mines including open-pit granite mines. Mr. Liu was also responsible for drafting green mining* (綠色礦山開採) utilisation and development plans, feasibility reports, mine design plans, and mine development schedules for construction stone mines. As the general manager of the company, Mr. Liu provided overall technical guidance in relation to the extraction workflow of the relevant mines, which included open-pit granite mines, to ensure the production
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DIRECTORS AND SENIOR MANAGEMENT schedules were effectively implemented. Mr. Liu was also in charge of drafting environmental governance plans, feasibility reports and design plans for the reclamation and utilisation of abandoned open-pit mines.
From July 2008 to October 2012, Mr. Liu was a general manager at Zhejiang Tianjiang Mineral Co., Ltd.* (浙江天江礦業有限公司), a company mainly engaged in mine development and investment, where he was primarily responsible for drafting development and utilisation plans, construction plans, and production schedules for metallic and non-metallic mining projects. As the general manager of the company, Mr. Liu was also responsible for conducting regular site visits to actively monitor the implementation of the development plans, construction plans, and production schedules of the relevant mining projects.
From July 2008 to October 2012, Mr. Liu was a general manager at Yunnan Qianjiang Mineral Co., Ltd.* (雲南錢江礦業有限公司), a company mainly engaged in the exploration, development, construction and operation of metallic mines, where he was primarily responsible for, among others, managing the exploration work of various metallic mining projects, drafting of mine production schedules and open-pit mine development plans, supervising and managing the extraction and production process of various open-pit mines, providing on-site training and guidance to mining personnel in relation to mining techniques and production safety, and organising the implementation of environmental governance plans and mining area slope stability treatment plans.
Notwithstanding that Mr. Liu served as a (1) deputy general manager at Zhejiang Geological Exploration Investment Development Co., Ltd. from October 2003 to July 2008 and general manager and chairman at Zhejiang Geological Exploration Mining Technology Co., Ltd. from October 2003 to October 2012 concurrently; and (2) general manager at Zhejiang Tianjiang Mineral Co., Ltd. from July 2008 to October 2012 and at Yunnan Qianjiang Mineral Co., Ltd. from July 2008 to October 2012 concurrently, Mr. Liu was able to devote sufficient time to discharge his duties in these four companies aforementioned at the material time, primarily because of the following:
(a) Zhejiang Geological Exploration Mine Technology Co., Ltd. was majority-owned by Zhejiang Geological Exploration Investment Development Co., Ltd. at the material time, whereas Yunnan Qianjiang Mineral Co., Ltd. is wholly-owned by Zhejiang Tianjiang Mineral Co., Ltd. These four companies engaged Mr. Liu simultaneously at the material time respectively for efficient and better communication and management;
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(b) engagement as a deputy general manager, general manager or chairman of the relevant companies do not require his full-time involvement and dedication in any of these companies at the same time, as he was sufficiently senior and experienced, and was primarily responsible for providing technical advisory services, overall technical guidance and drafting construction plans;
(c) Mr. Liu was supported by management teams containing his subordinates and operational staff in the relevant companies who were able to devote substantially all of their time to their respective day-to-day matters and business operations; and
(d) none of these four companies that Mr. Liu served questioned or complained about his commitment, time and effort devoted to them.
Similarly, notwithstanding Mr. Liu’s engagement as a consultant in Zhejiang Province Tunnel Engineering Group Co., Ltd. since October 2012, Mr. Liu has been, and will continue to be, able to devote sufficient time to discharge his duties as a senior management member of our Company, on the basis that:
(a) acting as a consultant of Zhejiang Province Tunnel Engineering Group Co., Ltd. primarily responsible for providing technical advisory services does not demand his full-time commitment in this company;
(b) he was engaged by our Company as technical supervisor of production and technology department, primarily responsible for providing overall technical advice and support in relation to mine planning, providing training to mining and production personnel and overseeing extraction and production activities. We have a team of staff and employees in our Company who have proven experience and expertise to work under Mr. Liu’s supervision;
(c) with his background and experience in the mining industry in the PRC, in particular his seniority and capability to work concurrently for different companies at the same time, Mr. Liu is fully aware of the responsibilities and expected time involvement as a senior management member of our Company; and
(d) Mr. Liu has not found difficulties in devoting his time to multiple companies and he is confident that with his experience in taking on multiple roles, he will be able to competently discharge his duties to our Company.
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Details of Mr. Liu’s work experience in the mining industry are summarised below:
Positions and Period company/institutions Relevant experience/responsibilities or qualification April 1992 — Deputy general manager; • responsible for organising and overseeing October 2003 and general manager, mine construction works Zhejiang Province Tunnel Engineering Company* (浙 • responsible for conducting overall 江省隧道工程公司) development and construction of metallic (currently known as and non-metallic mines which include Zhejiang Province Tunnel open-pit stone mines similar to the Engineering Group Co., Ltd. Yangjiang Mine (浙江省隧道工程集團有限 公司)) • responsible for conducting the stripping and blasting works of large-scale open-pit stone mines
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Positions and Period company/institutions Relevant experience/responsibilities or qualification • responsible for establishing safety, quality control and management policies
May 1997 — Deputy brigade leader and • responsible for reviewing and approving May 2003 chief engineer, Zhejiang development and utilisation plans for Province No. 7 Geological mining projects, including feasibility Brigade* reports, geological survey reports, (浙江省第七地質大隊) mineral exploration reports and mine design plans
• responsible for training relevant personnel in mine development, mineral exploration, and environmental governance and protection techniques in relation to metallic and non-metallic mines, which include granite mines
October 2003 — Deputy general manager, • responsible for providing technical July 2008 Zhejiang Geological advisory services, including drafting of Exploration Investment mine development and utilisation plans, Development Co., Ltd.* (浙 drafting of green mine construction 江省地勘投資發展有限公 plans* (綠色礦山創建方案), and 司) completing feasibility studies for construction stone mines
October 2003 — General manager; and • responsible for providing green mining* October 2012 Chairman, Zhejiang (綠色礦山開采) technical guidance and Geological Exploration technical advisory services to metallic Mining Technology Co., and non-metallic mines including Ltd.* (浙江地勘礦業技術有 open-pit granite mines 限公司) • responsible for drafting green mining* (綠色礦山開采) utilisation and development plans, feasibility reports, mine design plans, and mine development schedules for construction stone mines
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Positions and Period company/institutions Relevant experience/responsibilities or qualification • responsible for providing overall technical guidance in relation to the extraction workflow of the relevant mines, which include open-pit granite mines, to ensure the production schedules were effectively implemented
July 2008 — General manager, Zhejiang • responsible for drafting development and October 2012 Tianjiang Mineral Co., Ltd.* utilisation plans, construction plans, and (浙江天江礦業有限公司) production schedules for metallic and non-metallic mining projects
• responsible for conducting regular site visits to actively monitor the implementation of the development plans, construction plans, and production schedules of the relevant mining projects
July 2008 — General manager, Yunnan • responsible for drafting of mine October 2012 Qianjiang Mineral Co., production schedules and open-pit mine Ltd.* development plans (雲南錢江礦業有限公司) • responsible for supervising and managing the extraction and production process of various open-pit mines
• responsible for providing on-site training and guidance to mining personnel in relation to mining techniques and production safety
• responsible for organising the implementation of environmental governance plans and mining area slope stability treatment plans
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Positions and Period company/institutions Relevant experience/responsibilities or qualification October 2012 — Consultant, Zhejiang • responsible for providing technical Present Province Tunnel advisory services to the company in the Engineering Company* (浙 areas of construction engineering, mine 江省隧道工程公司) development, extraction and production (currently known as techniques, and management Zhejiang Province Tunnel Engineering Group Co., Ltd. (浙江省隧道工程 集團有限公司)
November 2019 — Technical supervisor, • responsible for providing overall Present Production and technology technical advice and support in relation department, Yangjiang Jinrui to mine planning, extraction and production workflow
• responsible for providing training to mining and production personnel in relation to mining and production techniques, and organising technical demonstration of techniques commonly employed in granite aggregate mining
• responsible for overseeing extraction and production activities, and supervising the technical implementation to ensure mine site safety and compliance with relevant PRC laws and regulations
• responsible for conducting site visits to actively ensure the effective implementation of production plans
• responsible for reviewing and approving technical documents in relation to extraction and production process
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Details of Mr. Liu’s academic qualifications and other achievements are summarised below:
Period Academic qualification or other achievements July 1984 • obtained a bachelor degree in exploration and excavation engineering from Wuhan College of Geology* (武漢地質學院) (currently known as China University of Geosciences* (中國地質大學))
February 2003 • accredited as a registered civil engineer (geotechnical) by the Zhejiang Province Department of Labour* (浙江省人事廳)ofthe PRC
December 2003 • completed a postgraduate course in business management at Zhejiang University of Technology* (浙江工業大學)
August 2004 • in charge of conducting the drafting and publication of a technical guide and quality control standard in relation to environmental engineering of open-pit mines in Zhejiang province, which was reviewed and approved by the Zhejiang Province Department of Land and Resources* (浙江省國土資源廳) (currently known as the Zhejiang Province Department of Natural Resources* (浙江省自然資 源廳))
August 2005 • in charge of drafting of the feasibility study of the Zhejiang Province Lishui City Xikou abandoned quarry site environmental management project* (浙江省麗水市溪口廢棄採石場地質環境治理項目)
September 2005 — • in charge of drafting of the feasibility study of the Zhejiang Province April 2007 Qingtian County Shipingchuan molybdenum mine area environmental management project* (浙江省青田縣石平川鉬礦區地質環境治理項 目)
November 2005 • in charge of conducting the drafting and publication of the Zhejiang Province Green Mine Guide* (浙江省綠色礦山創建指南) and the Zhejiang Province Green Mine Assessment Index* (浙江省綠色礦山 考核指標), which were reviewed and approved by the Zhejiang Province Department of Land and Resources* (浙江省國土資源廳) (currently known as the Zhejiang Province Department of Natural Resources* (浙江省自然資源廳))
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Period Academic qualification or other achievements May 2012 • in charge of conducting the research and demonstration of key technologies in relation to green mining* (礦山綠色開採關鍵技術研 究與示範), which was reviewed and approved by the Zhejiang Province Department of Science and Technology* (浙江省科學技術 廳)
April 2015 • accredited as a professor-level senior engineer in mineral exploration by the Zhejiang Province Department of Human Resources and Social Security* (浙江省人力資源和社會保障廳)
March 2016 • accredited as a senior engineer in mining by the Zhejiang Province Department of Human Resources and Social Security* (浙江省人力 資源和社會保障廳)
Mr. Liu obtained the blasting operator license* (爆破作業人員許可證) from Hangzhou City Public Security Bureau* (杭州市公安局) in October 2019.
Save as disclosed herein, during the three years immediately preceding the Latest Practicable Date, Mr. Liu has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas.
In addition, both Mr. Li and Mr. Liu have undertaken to devote and assign sufficient time, a conservative estimate of approximately at least 50% to 60% of their respective total working time per year, to perform their respective responsibilities and duties as the manager (for Mr. Li) and technical supervisor (for Mr. Liu) of production and technology department of our Company. We believe that their ample and in-depth knowledge and experience in the mining industry is invaluable to our Company.
We consider Mr. Li and Mr. Liu our full-time employees and are confident that they will be able to properly allocate their time to discharge their responsibilities on the following bases:
(a) both Mr. Li and Mr. Liu have been performing their respective roles and positions and allocating their time and responsibilities accordingly since their respective engagements with our Company and other companies;
(b) there has been no question or complaint made or received by our Directors with respect to the time commitments as well as work performances of Mr. Li and Mr. Liu since their respective commencement of employment with our Group;
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(c) both Mr. Li and Mr. Liu have sufficient understanding (i) of their roles and responsibilities as members of the senior management of our Company as well as their concurrent positions in other companies, and (ii) in estimating the time required to attend to the affairs of these companies flexibly;
(d) both Mr. Li and Mr. Liu have further undertaken to our Company to devote more time to our Group to provide confidence to their team members and other employees that they will responsibly supervise and attend to the matters and affairs of our Group;
(e) both Mr. Li and Mr. Liu communicate with each other and arrange their time allocation collaboratively to the effect that at least either one of them will be at the workplace to immediately and effectively respond to the matters that require their attention and guidance, while the other one will provide remote support or return to the workplace as well when necessary;
(f) additionally, both Mr. Li and Mr. Liu will attend our Company’s Board meetings upon request by our Directors so that Mr. Li and Mr. Liu will be familiar with the operations and latest business development of our Group, important decisions made by our Directors and effectively act on the instructions of our Directors;
(g) being full-time employees of our Group, we have the power and authority to request Mr. Li and Mr. Liu to immediately handle and follow up on our Group’s matters and affairs without delay when circumstances arise, where on the contrary part-time employees may not be able to do so due to limitation on time commitments; and
(h) in addition, being full-time employees of our Group, Mr. Li and Mr. Liu are contractually liable to have sufficient time commitment to discharge their duties and responsibilities.
In order to ensure that we have control over Mr. Li and Mr. Liu’s time commitment on our Group and that they have properly discharged their duties and responsibilities,
(a) our Board will closely monitor and regularly review the time allocation of Mr. Li and Mr. Liu to our Group to ensure that they are spending sufficient time in performance of their duties and responsibilities, and instruct Mr. Li and Mr. Liu (and Mr. Li and Mr. Liu have agreed to be so instructed) to allocate more time to our Group when necessary;
(b) our Board will also closely monitor and regularly review the work performances of Mr. Li and Mr. Liu so that the operations our Group will not be negatively affected due to their insufficient time allocation to our Group;
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(c) our Board will also request Mr. Li and Mr. Liu to provide an update to our Board in relation to any changes to their commitments to our Group in the event that any concerns arise as to their time committed to our Group;
(d) where necessary, our Board will discuss individually with Mr. Li and Mr. Liu on the possibility of reducing the number and time of external commitments and job duties; and
(e) in addition, where necessary, our Board will review the composition of the senior management by way of addition and/or replacement of members thereof to ensure that the members of the senior management are able to devote sufficient time to discharge their duties.
COMPANY SECRETARY
Mr. CHOW Yun Cheung (周潤璋) (“Mr. Chow”), aged 41, joined our Group in 21 January 2020 and was appointed as our company secretary on 21 January 2020. He is responsible for the corporate secretarial matters of our Company.
Mr. Chow has over 13 years of experience in finance and accounting. From September 2001 to September 2007, Mr. Chow was an audit manager at KPMG, a company mainly engaged in the provision of assurance, tax, advisory and auditing services. From January 2008 to November 2010, Mr. Chow was a manager at the Hong Kong Exchanges and Clearing Limited. From July 2015 to September 2018, Mr. Chow was a vice president of corporate finance at Chung Tai Printing (China) Co., Ltd (中大印刷(中國)有限公司), a company mainly engaged in trading of label, packaging and paper products and printing products. Since February 2018, Mr. Chow has been a non-independent non-executive director of Industronics Berhad, a company listed on Bursa Malaysia Securities Berhad (stock code: 9393) mainly engaged in supply of products and services relating to electronics and systems integrations, surveillance and security system, mechanical and
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DIRECTORS AND SENIOR MANAGEMENT electrical engineering, and fire alarm panel. Since August 2019, Mr. Chow has been an independent non-executive director of Moody Technology Holdings Limited, a company listed on the Stock Exchange (stock code: 1400) mainly engaged in the production and sales of fabrics and yarns.
Mr. Chow was admitted as a member of the Hong Kong Institute of Certified Public Accountants in February 2005.
Mr. Chow obtained a bachelor of business administration degree from the Chinese University of Hong Kong in June 2001.
Save as disclosed herein, during the three years immediately preceding the Latest Practicable Date, Mr. Chow has not been a director of any public company the securities of which are listed on any securities market in Hong Kong or overseas.
WAIVER FROM RULE 8.12 OF THE LISTING RULES
We have applied to the Stock Exchange for, [and the Stock Exchange has granted us], a waiver under Rule 8.12 of the Listing Rules regarding the requirement of management presence in Hong Kong. For details of the waiver, please refer to the section headed “Waivers and Exemption from Strict Compliance with the Listing Rules — Management Presence in Hong Kong” in this document.
BOARD COMMITTEES
Audit committee
Our Company has established an audit committee with its written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C.3 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules. The primary duties of the audit committee are to review and supervise our financial reporting process and internal control system and risk management system, nominate and monitor external auditors and to provide advice and comments to the Board.
Our audit committee consists of three members, being Mr. Ng, Ms. Luk and Mr. Lam. Mr. Ng currently serves as the chairman of our audit committee.
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Remuneration committee
Our Company has established a remuneration committee with its written terms of reference in compliance with Rule 3.25 of the Listing Rules and paragraph B.1 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules. The primary duties of the remuneration committee are to evaluate the performance and make recommendations on the remuneration of our senior management and to recommend members of the Board.
Our remuneration committee consists of three members, being Mr. Ng, Ms. Luk and Mr. Lam. Mr. Ng currently serves as the chairman of our remuneration committee.
Nomination committee
Our Company has established a nomination committee with its written terms of reference in compliance with paragraph A.5 of the Corporate Government Code set out in Appendix 14 to the Listing Rules. The primary duties of the nomination committee are to make recommendations to our Board regarding candidates to fill vacancies on our Board and/or in senior management.
Our nomination committee consists of three members, being Mr. Tse, Ms. Luk and Mr. Lam. Mr. Tse serves as the chairman of our nomination committee.
BOARD DIVERSITY POLICY
We are committed to promoting the culture of diversity in our Company. In order to enhance the effectiveness of our Board and to maintain the high standard of corporate governance, we have adopted a board diversity policy which sets out the objective and approach to achieve and maintain diversity of our Board. Pursuant to the board diversity policy, we seek to achieve Board diversity through the consideration of a number of factors, including but not limited to gender, age, race, language, cultural background, educational background, industry experience and professional experience.
Our Board comprises eight members, including two executive Directors, three non-executive Directors and three independent non-executive Directors. Our Directors have a balanced mix of knowledge and experience, including mine site management, technical support knowledge on mine construction phase, production safety, quality control monitoring, entertainment business, management related experience, property development business, geotechnical design and engineering, geology, mineral deposits and project evaluation, identification of exploration targets, development of exploration plans and formulation of growth strategies, accounting and auditing,
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DIRECTORS AND SENIOR MANAGEMENT legal, finance and company secretarial matters. Furthermore, our Directors, aged between 40 and 69, including Chinese and British, are in different life stages with a variety of cultural background, upbringing and education.
We have also taken, and will continue to take, steps to promote gender diversity at all levels of our Company, including but without limitation at the Board and senior management levels. We recognise that gender diversity at the Board level can be improved given that seven out of eight members of our Board are male Directors. We will take opportunity to increase the proportion of female members over time when selecting and making recommendation on suitable candidates for Board appointments, and will continue to apply the principle of appointments based on merits with reference to our board diversity policy as a whole. Our Board will ensure that appropriate balance of gender diversity is achieved with reference to stakeholders’ expectation and international and local recommended best practices, with the ultimate goal of bringing our Board to gender parity.
Our nomination committee, of which our female Director is a member, will review and monitor the implementation of the board diversity policy, to ensure the effectiveness of the board diversity policy, discuss any revisions that may be required and recommend any such revisions to our Board for consideration and approval.
REMUNERATION POLICY
We value our employees and recognise the importance of a good relationship with our employees. The remuneration to our employees includes salaries and allowances. We provide our mining personnel formal and on-the-job training to enhance their technical mining skills as well as knowledge of industry quality standards and work place safety standards.
Our Directors and senior management receive compensation in the form of fees, salaries, allowances, discretionary bonus, pension-defined contribution plans and other benefits in kind with reference to those paid by comparable companies, time commitment and the performance of our Company. Our Company also reimburses our Directors and senior management for expenses which are necessarily and reasonably incurred for the provision of services to our Company or executing their functions in relation to the operations of our Company. In addition, as we were in development stage and in order to minimise the costs of our Group, Mr. Chen, despite being an executive Director and our CEO and his role and involvement in our Group’s operations, had agreed not to receive any remuneration from our Group in FY2017, and was willing to accept a relatively low amount of remuneration in FY2018 and FY2019 for the same reasons.
Subject to approval of the remuneration committee, our Group’s overall results and the individual performance of Mr. Chen, our Company will increase the remuneration package for Mr. Chen after [REDACTED]. We also regularly review and determine the remuneration and
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DIRECTORS AND SENIOR MANAGEMENT compensation packages (including incentive plans, if any) of our Directors and senior management, by reference to, among other things, market rate of remuneration and compensation paid by comparable companies, the respective responsibilities of our Directors and senior management and the performance of our Company.
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DIRECTORS AND SENIOR MANAGEMENT
COMPENSATION OF OUR DIRECTORS AND SENIOR MANAGEMENT
For the three years ended 31 December 2020, the aggregate amount of fees, salaries, allowances, discretionary bonus, contributions to defined contribution scheme and other benefits in kind (if applicable) paid by our Company to our Directors were approximately RMB120,000, RMB203,000 and RMB315,000, respectively. Our Directors’ remuneration is determined with reference to salaries paid by comparable companies, their experience, their responsibilities and their performance.
For the three years ended 31 December 2020, the aggregate amount of fees, salaries, allowances, discretionary bonus, contributions to defined contribution scheme and other benefits in kind (if applicable) paid by our Company to our senior management were approximately nil, RMB20,000 and RMB95,000, respectively. Our senior management remuneration is determined with reference to salaries paid by comparable companies, their experience, their responsibilities and their performance.
The fees, salaries, allowances, discretionary bonus, contributions to defined contribution scheme and other benefits in kind (if applicable) payable by our Company to the top five highest paid individuals (including Directors) for the three years ended 31 December 2020, were approximately RMB290,000, RMB465,000 and RMB309,000, respectively.
During the Track Record Period, no remuneration was paid by our Company to, or receivable by, our Directors or the five highest-paid individuals as an inducement to join or upon joining our Company. No compensation was paid by us to, or receivable by, our Directors, past Directors, or the five highest-paid individuals for the Track Record Period for the loss of any office in connection with the management of the affairs of any subsidiary of our Company.
None of our Directors had waived any remuneration during the Track Record Period. Save as disclosed above, no other payments have been paid, or are payable, by our Company or any of our subsidiaries to our Directors or the five highest-paid individuals during the Track Record Period.
It is estimated that under the arrangements currently in force, the aggregate amount of compensation (including salaries, benefits in kind but excluding discretionary bonuses) payable to our Directors for the year ending 2021 will be approximately RMB1,222,000.
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DIRECTORS AND SENIOR MANAGEMENT
COMPLIANCE ADVISER
Our Company has appointed Sinolink Securities (Hong Kong) Company Limited, in accordance with Rule 3A.19 of the Listing Rules, as our compliance adviser for the period commencing on the [REDACTED] and ending on the date on which our Company complies with Rule 13.46 of the Listing Rules in respect of its financial results for the first full financial year commencing after the [REDACTED]. Pursuant to Rule 3A.23 of the Listing Rules, the compliance adviser will advise our Company in the following circumstances:
(a) before the publication of any regulatory announcement, circular or financial report;
(b) where a transaction, which might be a notifiable or connected transaction, is contemplated including but not limited to share issues and share repurchases;
(c) where our Company proposes to use the [REDACTED] of the [REDACTED] in a manner different from that detailed in this document or where the business activities, developments or results of operation of our Group deviate from any forecast, estimate, or other information in this document; and
(d) where the Stock Exchange makes an inquiry of our Company regarding unusual movements in the price or trading volume of the Shares or any other matters under Rule 13.10 of the Listing Rules.
The term of the appointment will commence on the [REDACTED] and end on the date on which we distribute the annual report of our financial results for the first full financial year commencing after the [REDACTED] and such appointment may be subject to extension by mutual agreement.
CORPORATE GOVERNANCE CODE
Our Directors recognise the importance of incorporating elements of good corporate governance in the management structures and internal control procedures of our Group so as to achieve effective accountability.
Our Company has adopted the code provisions stated in the Corporate Governance Code (the “Corporate Governance Code”) as set out in Appendix 14 to the Listing Rules. Our Company is committed to the view that the Board should include a balanced composition of executive Directors and independent non-executive Directors so that there is a strong independent element on the Board, which can effectively exercise independent judgment.
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DIRECTORS AND SENIOR MANAGEMENT
Our Company will comply with the Corporate Governance Code set out in Appendix 14 to the Listing Rules. Our Directors will review our corporate governance policies and compliance with the Corporate Governance Code each financial year and comply with the “comply or explain” principle in our corporate governance report which will be included in our annual reports upon the [REDACTED].
SHARE OPTION SCHEME
Our Company has conditionally adopted the Share Option Scheme, the purpose of which is to motivate the relevant participants to optimise their future contributions and efficiency to our Group and/or to reward them for their past contributions, to attract and retain or otherwise maintain ongoing relationships with such participants who are significant to and/or whose contributions are or will be beneficial to the performance, growth or success of our Group. Additionally, in the case of the executive Directors and senior management of our Group, to enable our Group to attract and retain individuals with experience and ability and/or to reward them for their past contributions. The principal terms of this scheme are summarised in the paragraph headed “D. Share Option Scheme” in Appendix V to this document.
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