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1、Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in relian
2、ce upon the whole or any part of the contents of this announcement.China Gold International Resources Corp.Ltd.Managements Discussion and Analysis of Financial Condition and Results of Operations Three months ended March 31,2025(Stated in U.S.dollars,except as otherwise noted)Suite 1780,Commerce Pla
3、ce,400 Burrard Street,Box 17,Vancouver,BC,V6C 3A6 Tel:604-609-0598 E-mail:, 1|P a g e China Gold International Resources Corp.Ltd.MANAGEMENTS DISCUSSION AND ANALYSIS Managements Discussion and Analysis of Financial Condition and Results of Operations for the three months ended March 31,2025.(Stated
4、in U.S.dollars,except as otherwise noted)FORWARD-LOOKING STATEMENTS 2 THE COMPANY 3 OVERVIEW 3 PERFORMANCE HIGHLIGHTS 3 OUTLOOK 3 RESULTS OF OPERATIONS 4 SELECTED QUARTERLY FINANCIAL DATA 4 SELECTED QUARTERLY PRODUCTION DATA AND ANALYSIS 5 REVIEW OF QUARTERLY DATA 6 NON-IFRS MEASURES 7 MINERAL PROPE
5、RTIES 8 THE CSH MINE 8 THE JIAMA MINE 9 LIQUIDITY AND CAPITAL RESOURCES 11 CASH FLOWS 12 OPERATING CASH FLOW 12 INVESTING CASH FLOW 12 FINANCING CASH FLOW 13 EXPENDITURES INCURRED 13 GEARING RATIO 13 SIGNIFICANT INVESTMENTS,ACQUISITIONS AND DISPOSAL OF SUBSIDIARIES.ASSOCIATES AND JOINT VENTURES,AND
6、FUTURE PLAN FOR MATERIAL INVESTMENTS OF CAPITAL ASSETS 13 CHARGE ON ASSETS 13 EXPOSURE TO FLUCTUATIONS IN EXCHANGE RATES AND RELATED HEDGES 13 COMMITMENTS 13 RELATED PARTY TRANSACTIONS 14 PROPOSED TRANSACTIONS 14 CRITICAL ACCOUNTING ESTIMATES 14 CHANGE IN ACCOUNTING POLICIES 15 FINANCIAL INSTRUMENTS
7、 AND OTHER INSTRUMENTS 15 OFF-BALANCE SHEET ARRANGEMENTS 15 DIVIDEND AND DIVIDEND POLICY 15 OUTSTANDING SHARES 15 DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING 15 RISK FACTORS 16 QUALIFIED PERSON 16 2|P a g e China Gold International Resources Corp.Ltd.The followin
8、g Management Discussion and Analysis of financial condition and results of operations(“MD&A”)is prepared as of May 15,2025.It should be read in conjunction with the consolidated financial statements and notes thereto of China Gold International Resources Corp.Ltd.(referred to herein as“China Gold In
9、ternational”,the“Company”,“we”or“our”as the context may require)for the three months ended March 31,2025 and the three months ended March 31,2024,respectively.Unless the context otherwise provides,references in this MD&A to China Gold International or the Company refer to China Gold International an
10、d each of its subsidiaries collectively on a consolidated basis.The following discussion contains certain forward-looking statements relating to the Companys plans,objectives,expectations and intentions,which are based on the Companys current expectations and are subject to risks,uncertainties and c
11、hanges in circumstances.Readers should carefully consider all of the information set out in this MD&A,including the risks and uncertainties outlined further in the Companys Annual Information Form(“Annual Information Form”or“AIF”)dated March 27,2025 on SEDAR+at www.sedarplus.ca, and .hk.For further
12、information on risks and other factors that could affect the accuracy of forward-looking statements and the result of operations of the Company,please refer to the sections titled“Forward-Looking Statements”and“Risk Factors”and to discussions elsewhere within this MD&A.China Gold Internationals busi
13、ness,financial condition or results of operations could be materially and adversely affected by any of these risks.FORWARD-LOOKING STATEMENTS Certain statements made herein,other than statements of historical fact relating to the Company,represent forward-looking information.In some cases,this forwa
14、rd-looking information can be identified by words or phrases such as“may”,“will”,“expect”,“anticipate”,“contemplates”,“aim”,“estimate”,“intend”,“plan”,“believe”,“potential”,“continue”,“is/are likely to”,“should”or the negative of these terms,or other similar expressions intended to identify forward-
15、looking information.This forward-looking information includes,among other things;China Gold Internationals production estimates,business strategies and capital expenditure plans;the development and expansion plans and schedules for the CSH Mine and the Jiama Mine;China Gold Internationals financial
16、condition;the regulatory environment as well as the general industry outlook;general economic trends in China;and statements respecting anticipated business activities,planned expenditures,corporate strategies,participation in projects and financing,and other statements that are not historical facts
17、.By their nature,forward-looking information involves numerous assumptions,both general and specific,which may cause the actual results,performance or achievements of China Gold International and/or its subsidiaries to be materially different from any future results,performance or achievements expre
18、ssed or implied by the forwardlooking information.Some of the key assumptions include,among others,the absence of any material change in China Gold Internationals operations or in foreign exchange rates,the prevailing price of gold,copper and other non-ferrous metal products;the absence of lower-tha
19、n-anticipated mineral recovery or other production problems;effective income and other tax rates and other assumptions underlying China Gold Internationals financial performance as stated in the Companys technical reports for its CSH Mine and Jiama Mine;China Gold Internationals ability to obtain re
20、gulatory confirmations and approvals on a timely basis;continuing positive labor relations;the absence of any material adverse effects as a result of political instability,terrorism,natural disasters,pandemics such as COVID-19,litigation or arbitration and adverse changes in government regulation;th
21、e availability and accessibility of financing to China Gold International;and the performance by counterparties of the terms and conditions of all contracts to which China Gold International and its subsidiaries are a party.The forward-looking information is also based on the assumption that none of
22、 the risk factors identified in this MD&A or in the AIF that could cause actual results to differ materially from the forward-looking information actually occurs.Forward-looking information contained herein as of the date of this MD&A is based on the opinions,estimates and assumptions of management.
23、There are a number of important risks,uncertainties and other factors that could cause actual actions,events or results to differ materially from those described as forward-looking information.China Gold International disclaims any obligation to update any forward-looking information,whether as a re
24、sult of new information,estimates,opinions or assumptions,future events or results,or otherwise except to the extent required by law.There can be no assurance that forward-looking information will prove to be accurate,as actual results and future events could differ materially from those anticipated
25、 in such statements.The forward-looking information in this MD&A is expressly qualified by this cautionary statement.The reader is cautioned not to place undue reliance on forward-looking information.3|P a g e China Gold International Resources Corp.Ltd.THE COMPANY Overview China Gold International
26、is a gold and base metal mining company registered in British Columbia Canada.The Companys main business involves the operation,acquisition,development and exploration of gold and base metal properties.The Companys principal mining operations are the Chang Shan Hao Gold Mine(“CSH Mine”or“CSH”),locat
27、ed in Inner Mongolia,China and the Jiama Copper-Gold Polymetallic Mine(“Jiama Mine”or“Jiama”),located in Tibet,China.China Gold International holds a 96.5%interest in the CSH Mine,while its Chinese joint venture(“CJV”)partner holds the remaining 3.5%interest.The Company owns a 100%interest in the Ji
28、ama Mine,which hosts a large scale copper-gold polymetallic deposit containing copper,gold,molybdenum,silver,lead and zinc metals.China Gold Internationals common shares are listed on the Toronto Stock Exchange(“TSX”)and The Stock Exchange of Hong Kong Limited(“HKSE”)under the symbol CGG and the sto
29、ck code 2099,respectively.Additional information about the Company,including the Companys Annual Information Form,is available on SEDAR+at sedarplus.ca as well as Hong Kong Exchange News at hkexnews.hk.Performance Highlights Three months ended March 31,2025 Revenue increased by 351%to US$273.1 milli
30、on from US$60.5 million for the same period in 2024.Mine operating earnings of US$117.7 million,increased by US$129.2 million from mine operating loss of US$11.5 million for the same period in 2024.Net profit of US$86.0 million increased by US$112.0 million from net loss of US$26.0 million for the s
31、ame period in 2024.Cash flow from operation of US$143.5 million,increased from cash used in operation of US$7.2 million for the same period in 2024.Total gold production increased by 116%to 44,797 ounces from 20,714 ounces for the same period in 2024.Total copper production was 37.3 million pounds(a
32、pproximately 16,911 tonnes)an increase from 4.6 million pounds(approximately 2,093 tonnes)for the same period in 2024.OUTLOOK On March 27,2023,an overflow occurred at the Guolanggou Tailings Dam at Jiama Mine(the“overflow”).The Company quickly contained and repaired the breach to ensure no damage to
33、 the environment or neighbouring communities.Subsequent to the overflow,Jiama Mine suspended its operations while the Company conducted a comprehensive safety assessment of and repair work on its tailings dam with the assistance and supervision of government safety authorities.The overflow occurred
34、at the top 19th subsequent dyke of the Guolangou Tailings Dam.However,other levels of subsequent dykes and the starter dyke were also damaged to varying degrees.The Company has conducted a comprehensive inspection and assessment of all 19 levels of subsequent dykes and the starter dyke of the tailin
35、gs dam and has made permanent repairs and reinforcements of the dam.On December 15,2023,certain operations began gradual resumption following the receipt of approval from the Lhasa Municipal Government.As of May 30,2024,subject to the approvals of the Government of Tibet Autonomous Region and releva
36、nt departments of the central government,the Phase II processing plant resumed operations with a daily processing capacity of 34,000 tonnes,which is lower than the design processing capacity.The Phase I processing plant which had been in operation during the production ramp up phase ceased operation
37、s.The Company is actively advancing the construction of the Phase III tailings pond,which is expected to be completed and put into operation in the first half of 2027.The total daily processing capacity is anticipated to increase to 44,000 tpd once the Phase III tailings pond is in operation.The ope
38、n-pit operations at the CSH gold mine are nearing the end of its mine life.With the CSH pits increased depth,the stability of the open pit slopes is becoming more and more prominent in determining the operations plan.Ensuring slope stability and avoiding systematic risks at this stage are the Compan
39、ys top priority to ensure safe and sustainable production.Inconsideration of the events,the Company reports separate production guidance for the two mines in 2025.4|P a g e China Gold International Resources Corp.Ltd.CSH Mine:It is expected that the gold production range will be 77,162 ounces to 83,
40、592 ounces(approximately 2.4 tonnes to 2.6 tonnes)in 2025.Jiama Mine:It is expected that the copper production range will be 139 million pounds to 148 million pounds(approximately 63,000 tonnes to 67,000 tonnes)in 2025;It is expected that the gold production range will be 69,124 ounces to 73,947 oun
41、ces(approximately 2.15 tonnes to 2.3 tonnes)in 2025.Outline of the Long-Term Development Plan for the Jiama Mine In 2024,the Company successfully restored stable operation at the Jiama Mine.In addition,the Company continued to focus its efforts on optimizing resource utilization plan,integrating the
42、 identified high-grade underground resources,and accelerating the exploration work at high potential zones.The long-term development plan for the Jiama Mine consists of three phases:Prior to the completion of the construction of the new tailings storage facility(the“Youlongbu tailings storage facili
43、ty”),the Jiama Mine Phase II processing plant will maintain and operate at its current processing capacity of 34,000 tons per day to match the Guolanggous storage capacity(the operation of Phase I processing plant has been suspended since May 2024).The Youlongbu tailings storage facility is schedule
44、d to commence operation in 2027,allowing a further increase in the Jiama Mines production capacity.Over the next two years,as part of the underground resource integration plan,the Company plans to apply to increase the permitted capacity on its mining license for the Jiama Mine,subject to compliance
45、 with the relevant safety requirements.Currently,the permitted capacity on the mining license of the Jiama Mine is 14.4 million tonnes per year(approximately 44,000 tonnes per day based on 330 operating days per year).Subject to the government approval of an increased annual mining rate,and followin
46、g the commissioning of Youlongbu tailings storage facility,the Jiama Mines ore processing volume will return to the level of 50,000 tonnes per day,in line with the designed processing capacity of the processing plants.In addition,endeavors are underway so that the production levels at the Jiama Mine
47、 will restore to those before the Guolanggou tailings overflow through blending of high-grade underground ores.The Company is also working to delineate new resources at satellite deposits near the Jiama Mine.The Company has been actively conducting geological exploration work in two areas:the Bayi R
48、anch and the Zegulang North,both of which have shown significant resource potential.The Company will provide an update on the exploration progress and results in due course.Subject to the final exploration outcomes and feasibility studies on resource development,the Company will formulate a comprehe
49、nsive expansion plan for the Jiama Mine area.This study has already been initiated at a preliminary stage.RESULTS OF OPERATIONS Selected Quarterly Financial Data Quarter ended 2025 2024 2023(US$in thousands except per share)31-Mar 31-Dec 30-Sep 30-Jun 31-Mar 31-Dec 30-Sep 30-Jun Revenue 273,096 293,
50、567 254,581 147,955 60,543 71,315 62,325 73,016 Cost of sales 155,444 171,413 207,762 118,512 72,039 73,219 76,616 79,166 Mine operating earnings(loss)117,653 122,154 46,819 29,443(11,496)(1,904)(14,291)(6,150)General and administrative expenses 12,232 17,877 9,944 10,649 9,096 10,071 11,399 7,896 E
51、xploration and evaluation expenditures 508 247 49 50 92 393 271 45 Research and development expenses 3,296 8,118 4,704 2,113 787 867 1,756 1,442 Income(loss)from operations 101,617 95,912 32,122 16,631(21,471)(13,235)(27,717)(15,533)Foreign exchange(loss)gain (2,654)(4,631)2,670(443)(157)(579)1,092(
52、11,679)Finance costs 5,002 5,313 5,692 5,722 5,663 5,651 5,737 6,880 Profit(loss)before income tax 95,770 85,540 30,166 3,924(26,410)(20,476)(32,440)(52,907)Income tax expense(credit)9,791 17,223 2,293 8,768(362)(2,965)(1,662)432 Net profit(loss)85,979 68,317 27,873(4,844)(26,048)(17,511)(30,778)(53
53、,339)Basic earnings(loss)per share(cents)21.45 16.97 6.84(1.36)(6.63)(4.51)(7.99)(13.55)Diluted earnings per share(cents)N/A N/A N/A N/A N/A N/A N/A N/A 5|P a g e China Gold International Resources Corp.Ltd.Selected Quarterly Production Data and Analysis CSH Mine Three months ended March 31,2025 202
54、4 Gold sales(US$million)79.09 36.17 Realized average price(US$)of gold per ounce 2,886 2,123 Gold produced(ounces)23,739 17,276 Gold sold(ounces)27,410 17,035 Total production cost(US$per ounce)1,625 1,653 Cash production cost(1)(US$per ounce)1,062 996(1)Non-IFRS measure.See Non-IFRS measures sectio
55、n of this MD&A Gold production at the CSH Mine increased by 37%to 23,737 ounces for the three months ended March 31,2025 compared to 17,276 ounces for the same period in 2024.The total production cost of gold for the three months ended March 31,2025 decreased by 2%to US$1,625 per ounce compared to U
56、S$1,653 for the same period in 2024.The cash production cost of gold for the three months ended March 31,2025 increased to US$1,062 per ounce from US$996 for the same period in 2024.Jiama Mine Three months ended March 31,2025 2024 Copper sales(US$in millions)93.50 15.59 Realized average price 1(US$)
57、of copper per pound after smelting fee discount 2.54 3.40 Copper produced(tonnes)16,911 2,093 Copper produced(pounds)37,283,261 4,614,747 Copper sold(tonnes)16,727 2,080 Copper sold(pounds)36,877,294 4,586,216 Gold produced(ounces)21,058 3,438 Gold sold(ounces)20,738 3,415 Silver produced(ounces)1,3
58、14,408 135,503 Silver sold(ounces)1,293,415 134,874 Lead produced(tonnes)10,776-Lead produced(pounds)23,757,093-Lead sold(tonnes)10,484-Lead sold(pounds)23,112,793-Zinc produced(tonnes)5,416-Zinc produced(pounds)11,940,173-Zinc sold(tonnes)5,363-Zinc sold(pounds)11,822,544-Moly produced(tonnes)198-M
59、oly produced(pounds)437,452-Moly sold(tonnes)259-Moly sold(pounds)571,539-Total production cost 2 (US$)of copper per pound 3.41 11.54 Total production cost 2(US$)of copper per pound after by-products credits 4 0.73 9.70 Cash production cost 4(US$)per pound of copper 2.62 9.01 Cash production cost 3
60、(US$)of copper per pound after by-products credits 4 5(0.05)7.17 1 A discount factor of 11.9%to 25.3%is applied to the copper benchmark price to compensate the refinery costs incurred by the buyers.The discount factor is higher if the grade of copper in copper concentrate is below 18%.The industry s
61、tandard of copper in copper concentrate is between 18-20%.2 Production costs include expenditures incurred at the mine sites for the activities related to production including mining,processing,mine site G&A and royalties etc.3 Non-IFRS measure.See Non-IFRS measures section of this MD&A 4 By-product
62、s credit refers to the sales of gold,silver,lead,zinc and moly during the corresponding period.5 Increased production of by-products combined with reduced G&A and R&D costs,has resulted in by-product credits exceeding total production Costs of copper.6|P a g e China Gold International Resources Corp
63、.Ltd.Due to the overflow of the tailings dam on March 27,2023,production at the Jiama Mine was suspended during most of 2023.On December 15,2023,certain operations began gradual resumption following the receipt of approval from the Lhasa Municipal Government.The resumption of operations includes the
64、 underground void management and the restart of the Phase I processing plant with a daily processing capacity of 6,000 tonnes.As of May 30,2024,with the approvals of the Government of Tibet Autonomous Region and relevant departments of the central government,the Phase II processing plant resumed ope
65、rations with a daily processing capacity of 34,000 tonnes.The Phase I processing plant which has been in operation during the production ramp up phase ceased operations.During the three months ended March 31,2025,The Jiama Mine produced 16,911 tonnes(approximately 37.3 million pounds)of copper,which
66、 increased from of 2,093 tonnes(approximately 4.6 million pounds)during the comparative three month period in 2024.Review of Quarterly Data Three months ended March 31,2025 compared to three months ended March 31,2024 Revenue of US$273.1 million for the first quarter of 2025,increased by US$212.6 mi
67、llion from US$60.5 million for the same period in 2024.Revenue from the CSH Mine was US$79.1 million,an increase of US$42.9 million from US$36.2 million for the same period in 2024.Realized average gold price increased by 36%from US$2,123/oz in Q1 2024 to US$2,886/oz in Q1 2025.Gold sold by the CSH
68、Mine was 27,410 ounces(gold produced:23,739 ounces),compared to 17,035 ounces(gold produced:17,276 ounces)for the same period in 2024.Revenue from the Jiama Mine was US$194.0 million,an increase of US$169.6 million,compared to US$24.4 million for the same period in 2024.The Jiama Mine experienced an
69、 operational suspension at the end of Q1 2023 due to a tailings dam overflow.Operational capacity at 34,000 tonnes per day was restored with the Phase II processing plant resuming operations effective May 30,2024.Realized average price of copper decreased by 25%from US$3.40/pound in Q1 2024 to US$2.
70、54/pound in Q1 2025.Total copper sold was 16,727 tonnes(36.9 million pounds)for the three months ended March 31,2025,an increase of 704%from 2,080 tonnes(4.6 million pounds)for the same period in 2024.Cost of sales of US$155.4 million for the quarter ended March 31,2025,an increase of US$83.4 millio
71、n from US$72.0 million for the same period in 2024.The cost of sales increased due to the resumption of operations at the Jiama Mine,leading to higher production costs as the Phase I and Phase II processing plants were reactivated.Mine operating earnings of US$117.7 million for the three months ende
72、d March 31,2025,an increase of US$129.2 million from a loss of US$11.5 million for the same period in 2024.General and administrative expenses increased by US$3.1 million,from US$9.1 million for the quarter ended March 31,2024 to US$12.2 million for the quarter ended March 31,2025,was driven by high
73、er operational support costs associated with the resumption of production at the Jiama Mine.Research and development expenses of US$3.3 million for the three months ended March 31,2025,increased from US$0.8 million for the comparative 2024 period.The increase was primarily driven by the Companys res
74、earch and development efforts focused on improving recovery rates and optimizing processing and mining processes.Income from operations of US$101.6 million for the first quarter of 2025,increased by US$123.1 million,compared to a loss of US$21.5 million for the same period in 2024.Foreign exchange l
75、oss of US$2.7 million for the three months ended March 31,2025,increased from US$0.2 million for the same period in 2024.The loss was attributed to changes in the RMB/USD exchange rates and the revaluation of monetary items held in Chinese RMB.Interest and other income of US$1.8 million for the thre
76、e months ended March 31,2025,increased from US$1.2 million for the same period in 2024,primarily due to higher interest income earned during the current quarter compared to the corresponding period last year.Finance costs of US$5.0 million for the three months ended March 31,2025,decreased by US$0.7
77、 million compared to US$5.7 million for the same period in 2024.The decrease was primarily driven by lower interest payments as a result of effective debt management strategies,despite maintain a similar level of outstanding borrowings.Income tax expense of US$9.8 million for the three months ended
78、March 31,2025,increased by US$10.2 million from a tax credit of US$0.4 million for the comparative period in 2024.During the current quarter,the Company had US$2.6 million of deferred tax credit compared to US$1.9 million for the same period in 2024.Net income of US$86.0 million for the three months
79、 ended March 31,2025,increased by US$112.0 million from a loss of US$26.0 million for the three months ended March 31,2024.7|P a g e China Gold International Resources Corp.Ltd.NON-IFRS MEASURES The cash cost of production,cash cost after by-product credits and cash cost per ounce and per pound are
80、measures that are not in accordance with IFRS.The Company has included these metrics to supplement its consolidated financial statements,which are presented in accordance with IFRS.Non-IFRS measures do not have any standardized meaning prescribed under IFRS,and therefore they may not be comparable t
81、o similar measures employed by other companies.The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance,operating results or financial condition prepared in accordance with IFRS.The Company has included cash produ
82、ction cost per ounce and per pound data because it understands that certain investors use this information to determine the Companys ability to generate earnings and cash flow.The measures are not necessarily indicative of operating results,cash flow from operations,or financial condition as determi
83、ned under IFRS.The following tables provide a reconciliation of cost of sales to the cash costs of production in total dollars and in dollars per gold ounce for the CSH Mine or per copper pound for the Jiama Mine:Cash production cost for gold is calculated as total cost of sales adjusted by deprecia
84、tion and depletion and amortization of intangible assets.Cash production cost of gold per ounce is calculated as total cash production cost divided by total gold sold(ounces).CSH Mine(Gold)Three months ended March 31,2025 2024 US$US$Per ounce US$US$Per ounce Total Cost of sales 44,538,801 1,625 28,1
85、57,089 1,653 Adjustment Depreciation&depletion(15,175,134)(554)(11,060,653)(649)Adjustment Amortization of intangible assets(257,187)(9)(142,809)(8)Total cash production cost 29,106,480 1,062 16,953,627 996 Total Gold sold ounces 27,410 17,035 Cash production cost of gold US$per ounce calculated as
86、total cash production cost divided by total gold sold ounces Cash Production cost for copper is calculated as production costs(total cost of sales adjusted by General and administrative expenses and Research and development expenses)adjusted by depreciation and depletion and amortization of intangib
87、le assets.Cash production cost of copper pound is calculated as total cash production cost divided by total copper sold(pounds).Jiama Mine(Copper with by-products credits)Three months ended March 31,2025 2024 US$US$Per Pound US$US$Per Pound Total Cost of sales 110,904,944 3.01 43,881,428 9.57 Genera
88、l and administrative expenses 11,280,445 0.31 8,277,610 1.80 Research and development expenses 3,295,599 0.09 786,941 0.17 Total production cost 125,480,988 3.41 52,945,979 11.54 Adjustment Depreciation&depletion(22,601,153)(0.61)(10,561,652)(2.30)Adjustment Amortization of intangible assets(6,748,9
89、09)(0.18)(1,032,562)(0.23)Total cash production costs 96,130,926 2.62 41,351,765 9.01 By-products credits(98,580,770)(2.67)(8,435,946)(1.84)Total cash production costs after by-products credits(2,449,844)(0.05)32,915,819 7.17 Total Copper sold pounds 36,877,294 4,586,216 Cash production cost of copp
90、er US$per pound calculated as total cash production cost divided by total copper sold pounds 8|P a g e China Gold International Resources Corp.Ltd.MINERAL PROPERTIES The CSH Mine The CSH Mine is located in Inner Mongolia Autonomous Region of China(Inner Mongolia).The property hosts two low-grade,nea
91、r surface gold deposits,along with other mineralized prospects.The main deposit is called the Northeast Zone(the“Northeast Zone”),while the second,smaller deposit is called the Southwest Zone(the“Southwest Zone”).The CSH Mine is owned and operated by Inner Mongolia Pacific Mining Co.Limited,a Chines
92、e Joint Venture in which the Company holds a 96.5%interest and Ningxia Nuclear Industry Geological Exploration Institution holds the remaining 3.5%.The CSH Mine is an open-pit mining operations with a designed mining and processing capacity of 60,000 tpd.In July 2019,CSH updated its mine plan based
93、on a result of latest ultimate limit optimization,in which the production rate was reduced to 40,000 tpd with a life of mine(“LoM”)of seven years as of 2019.The run-of-mine ore is heap leached with cyanide solution to extract gold and electro-winned to produce a gold dore which is sold to refiners.I
94、n June 2020,the operation of southwest pit ended.The open-pit operations at the CSH gold mine are nearing the end of its mine life.With the increase in the pits depth,the height and exposed area of the pit wall have increased,and the stability of the open pit slopes is becoming more and more promine
95、nt in determining the operations plan.Ensuring slope stability and avoiding systematic risks at this stage is the Companys top priority to ensure safe and sustainable production.The Company continues to evaluate the potential for underground operations.Production Update CSH Mine Three months ended M
96、arch 31,2025 2024 Ore mined and placed on pad(tonnes)2,709,459 2,205,267 Average ore grade(g/t)0.53 0.59 Recoverable gold(ounces)27,935 25,170 Ending gold in process(ounces)148,295 151,923 Waste rock mined(tonnes)2,303,189 2,798,656 For the three months ended March 31,2025,the total amount of ore pl
97、aced on the leach pad was 2.7 million tonnes,with total contained gold of 27,935 ounces(869 kilograms).The overall accumulative project-to-date gold recovery rate remained consistent at approximately 56.47%at the end of March 31,2025 from 56.46%at the end of December 31,2024.Of which,gold recovery f
98、rom the phase I and phase II heap leach pads were 59.77%and 54.36%at March 31,2025,respectively.Exploration In 2023,a diamond drilling exploration program in the mining permit area was completed with the total meterage of 1,290.78 and 3 holes.The preparation of the mineral reserve update report is o
99、ngoing in 2024.Additionally,a diamond drilling exploration program in the exploration permit area has been completed with the total meterage of 4,172.14 and 4 holes.The sample assay reports have been received.CSH Gold Mine conducted a drilling program from May 16th to December 15th of 2024.Three dia
100、mond drilling holes DDH9400-5,DDH9200-4 and DDH9200-3 with total 3308.11 meterage have been drilled,which is 92.4%of planned 3589m.The third hole DDH9200-3 has drilled 1115.01 m and takes up 80.79%of planned 1380m.Due to severe winter weather,at the mine site,the drilling program was suspended from
101、December 15,2024 to March 12,2025.The drilling program resumed on March 13,2025.9|P a g e China Gold International Resources Corp.Ltd.Mineral Resource Update CSH Mine Mineral Resources by category,at December 31,2024 under NI 43-101 are listed below:Location Mineral Resource Category Tonnage(x1000 t
102、)Metal Au(g/t)Au(t)Au(Moz)Remaining within the open pit limit at a cut-off grade of 0.28 g/t Au Measured 12,538 0.63 7.89 0.25 Indicated 12,002 0.69 8.25 0.27 M+I 24,540 0.66 16.13 0.52 Inferred 2,576 0.41 1.04 0.03 Underground at a cut-off grade of 0.30 g/t Au Measured 88,200 0.67 58.66 1.89 Indica
103、ted 89,850 0.58 52.07 1.67 M+I 178,050 0.62 110.72 3.56 Inferred 62,090 0.49 30.68 0.99 Note:Mineral Resources are reported in relation to a conceptual open-pit mining and underground block caving mining.Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.All f
104、igures are rounded to reflect the relative accuracy of the estimate.Raw assays have been capped.Mineral Resources include Mineral Reserves.Mineral Resources are reported at a cut-off grade of 0.28 g/t Au for open-pit mining,based on the following parameters;the heap leaching&metallurgical recovery o
105、f 60%and gold bullion market price of USD 1,980 per ounce.Additional Mineral Resources are reported at a cut-off grade of 0.30 g/t Au for underground block caving mining,based on the following parameters:the heap leaching&metallurgical recovery of 60%and gold bullion market price of USD 1,980 per ou
106、nce.USD 1.0000=RMB 6.3457 dated in April 2022,and one troy ounce is equal to 31.1035 grams.Resource Estimate by CGME Consulting Limited on August 19,2022 and updated by Tony Guo,P.Geo.,a qualified person as defined by NI 43-101.Mineral Reserves Update CSH Mine Mineral Reserves by category at Decembe
107、r 31,2024 under NI 43-101 are summarized below:Diluted Au g/t Metal Type T(x 1,000)Au t Au Moz Proven 11,989 0.61 7.34 0.24 Probable 11,477 0.67 7.69 0.25 Total 23,466 0.64 15.02 0.48 Note:Mineral Reserves are reported based on the optimized ultimate open pit limit.All figures are rounded to reflect
108、 the relative accuracy of the estimate.Mineral Reserves are included in Mineral Resources.Mineral Reserves are reported at a cut-off grade of 0.28 g/t Au for open-pit mining,based on the following parameters:the heap leaching&metallurgical recovery of 60%and gold bullion market price of USD 1,568 pe
109、r ounce.USD 1.0000=RMB 6.3457 dated in April 2022,and one troy ounce is equal to 31.1035 grams Reserve Estimate by CGME Consulting Limited on August 19,2022 and updated by Tony Guo,P.Geo.,a qualified person as defined by NI 43-101.The Jiama Mine Jiama is a large copper-gold polymetallic deposit cont
110、aining copper,gold,silver,molybdenum,lead and zinc,located in the Gandise metallogenic belt in Tibet Autonomous Region of China.The Jiama Mine has both underground mining and open-pit mining operations.Phase I of the Jiama Mine commenced operation in the latter half of 2010 and reached its design ca
111、pacity of 6,000 tpd in early 2011.Phase II of the Jiama Mine commenced mining operations in 2018 with 44,000 tpd design capacity.The combined mining and processing design capacity at the Jiama Mine is 50,000 tpd.10|P a g e China Gold International Resources Corp.Ltd.Production Update The Jiama Mine
112、has gradually resumed production starting from the Phase I processing plant on December 15,2023.As of May 30,2024,with the approvals of the Government of Tibet Autonomous Region and relevant departments of the central government,the Phase II processing plant resumed operations with a daily processin
113、g capacity of 34,000 tonnes.The Phase I processing plant which has been in operation during the production ramp up phase ceased operations.Exploration In 2025,Tibet Huatailong Mining Development Co.,Ltd.planned to continue implementing geological exploration programs in the surrounding area of Jiama
114、 mining permit and the Bayi pastureland area.The planned work includes surface diamond drilling of 34,510 meters with 38 holes(including possible extra 3,700 meters),geological survey of 5 square kilometers,profile survey of 20 kilometers,and soil survey of 5.9 square kilometers.The estimated total
115、budget is RMB 75,596,700.At the end of the first quarter,preparation work has been started for the continuing drilling program in the surrounding area of the Jiama mining permit.The new exploration projects in 2025 both in surrounding area of the Jiama mining permit and Bayi pastureland area are ord
116、erly carrying out the bidding and land use application procedures.Mineral Resources Estimate Jiama Mine resources by category as of December 31,2024 under NI 43-101:Jiama Project-Cu,Mo,Pb,Zn,Au,and Ag Mineral Resources under NI 43-101 Reported at a 0.3%Cu Equivalent Cut off grade*,as of December 31,
117、2024 Class Quantity Mt Cu%Mo%Pb%Zn%Au g/t Ag g/t Cu Metal(kt)Mo Metal(kt)Pb Metal(kt)Zn Metal(kt)Au Moz Ag Moz Measured 91.12 0.38 0.04 0.04 0.02 0.07 5.04 346.86 33.42 33.30 16.70 0.21 14.76 Indicated 1304.05 0.40 0.03 0.05 0.03 0.10 5.48 5164.30 448.51 609.51 377.78 4.15 229.63 M+I 1395.17 0.40 0.
118、03 0.05 0.03 0.10 5.45 5511.16 481.93 642.81 394.48 4.36 244.39 Inferred 406.10 0.31 0.03 0.08 0.04 0.10 5.13 1258.91 121.83 324.88 175.00 1.31 66.98 Note:Figures reported are rounded which may result in small tabulation errors.The prices of Cu,Mo,Pb,Zn,Au and Ag are US$2.9/lbs;US$15.5/lbs;US$2.9/lb
119、s;US$0.95/lbs;US$1,300/oz and$20/oz respectively.The Copper Equivalent basis for the reporting of resources has been compiled on the following basis:CuEq Grade:=(Ag Grade*Ag Price+Au Grade*Au Price+Cu Grade*Cu Price+Pb Grade*Pb Price+Zn Grade*Zn Price+Mo Grade*Mo Price)/Copper Price The Mineral Reso
120、urces include the Mineral Reserves Original Resource Estimate by Runge Pincock Minarco on 12th November of 2012 and updated by Tony Guo,P.Geo,a Qualified Person as defined by NI 43-101.Jiama Mine Three months ended March 31,2025 2024 Ore processed(tonnes)2,855,323 330,512 Average copper ore grade(%)
121、0.72 0.90 Copper recovery rate(%)83 71 Average gold grade(g/t)0.31 0.49 Gold recovery rate(%)74 66 Average silver grade(g/t)21.33 21.85 Silver recovery rate(%)67 58 Average lead grade(%)1.05-Lead recovery rate(%)76-Average zinc grade(%)0.53-Zinc recovery rate(%)71-Average Moly grade(%)0.04-Moly reco
122、very rate(%)33.5-11|P a g e China Gold International Resources Corp.Ltd.Mineral Reserves Estimate Jiama Mine reserves by category as of December 31,2024 under NI 43-101:Jiama Project Statement of NI 43-101 Mineral Reserve Estimate as of December 31,2024 Class Quantity Mt Cu%Mo%Pb%Zn%Au g/t Ag g/t Cu
123、 Metal(kt)Mo Metal(kt)Pb Metal(kt)Zn Metal(kt)Au Moz Ag Moz Proven 17.14 0.60 0.05 0.02 0.02 0.19 7.66 102.54 8.63 3.91 2.64 0.11 4.22 Probable 330.62 0.60 0.03 0.13 0.07 0.16 10.38 1972.02 113.69 417.82 230.75 1.69 110.36 P+P 347.76 0.60 0.04 0.12 0.07 0.16 10.25 2074.56 122.32 421.73 233.38 1.79 1
124、14.58 Notes:1.All Mineral Reserves have been estimated in accordance with the JORC code and have been reconciled to CIM standards as prescribed by the NI 43-101.2.Mineral Reserves were estimated using the following mining and economic factors:Open Pits:a)5%dilution factor and 95%recovery were applie
125、d to the mining method;b)an overall slope angles of 43 degrees;c)a copper price of US$2.9/lbs;d)an overall processing recovery of 88-90%for copper Underground:a)10%dilution added to all Sub-Level Open Stoping;b)Stope recovery is 87%for Sub-Level Open Stoping;c)An overall processing recovery of 88 90
126、%for copper.3.The cut-off grade for Mineral Reserves has been estimated at copper equivalent grades of 0.3%Cu(NSR)for the open pits and 0.45%Cu(NSR)for the underground mine.4.Mineral Reserves have been estimated by Runge Pincock Minarco on 12th November of 2012 and updated by Mining One Pty Ltd.In 2
127、014 and by Tony Guo,P.Geo,a Qualified Person as defined by NI 43-101 in 2024.LIQUIDITY AND CAPITAL RESOURCES The Company operates in a capital intensive industry.The Companys liquidity requirements arise principally from the need for financing its mining and mineral processing operations,exploration
128、 activities and acquisition of exploration and mining rights.The Companys principal sources of funds have been proceeds from borrowings from commercial banks,corporate bonds financing,equity financings,and cash generated from operations.The Companys liquidity primarily depends on its ability to gene
129、rate cash flow from its operations and to obtain external financing to meet its debt obligations as they become due,as well as the Companys future operating and capital expenditure requirements.At March 31,2025,the Company had an accumulated surplus of US$518.7 million,working capital of US$427.1 mi
130、llion and borrowings of US$743.1 million.The Companys cash balance at March 31,2025 was US$488.4 million,among which cash and cash equivalents was US$240.5 million,Restricted cash was US$66.8 million,term deposits was US$181.1 million.Management believes that its forecast operating cash flows are su
131、fficient to cover the next twelve months of the Companys operations including its planned capital expenditures and current debt repayments.The Companys borrowings are comprised of US$148.8 million of short term debt facilities with interest rates ranging from 1.85%to 5.35%per annum arranged through
132、various banks.In addition,on November 3,2015,the Company entered into a Loan Facility agreement with a syndicate of banks,led by Bank of China.The lenders agreed to lend an aggregate principal amount of RMB 3.98 billion,approximately US$613 million with the interest rate of 2.83%per annum.The People
133、s Bank of China Lhasa Center Branchs interest rate serves as a local benchmark for the interest on the drawdowns.The banks interest rate is then discounted by 7 basis points(or 0.07%)to calculate the interest on the drawdowns.The loan interest rate was adjusted from benchmark interest rate minus 7 b
134、asis points to 5 year loan prime rate(“LPR”)less 2%(LPR-2%)in second quarter of 2020.The interest rate of 1.95%shall be applied for the current year.The proceeds from the Loan Facility are to be used for the development of the Jiama Mine.The loan is secured by the mining rights for the Jiama Mine.As
135、 of March 31,2025 the Company has drawn down RMB3.79 billion,approximately US$534.2 million under the Loan Facility.On April 29,2020,the Company entered into a Loan Facility agreement with a syndicate of banks.The lenders agreed to lend an aggregate principal amount of RMB1.4 billion,approximately U
136、S$197.8 million with the interest rate of 1.95%per annum currently,maturing on April 28,2034.12|P a g e China Gold International Resources Corp.Ltd.The Company obtained a loan in the aggregate principal amount of RMB300 million,approximately US$41.5 million,with Lhasa Chengguan District Sub branch o
137、f Agricultural Bank of China Co.Ltd bearing interest at 2.05%on May 31,2023.The Company obtained a loan in the aggregate principal amount of RMB400 million,approximately US$55.4 million,with China Gold Finance bearing interest at the 2.05%on May 31,2023.The Company obtained a loan in the aggregate p
138、rincipal amount of RMB400 million,approximately US$55.4 million,with Tibet Autonomous Region Branch of China Construction Bank bearing interest at the 2.05%on June 13,2023.The Company obtained a loan in the aggregate principal amount of RMB192 million,approximately US$26.6 million,with Industrial Ba
139、nk Corporation Lhasa Branch bearing interest at the 1.95%on June 25,2023.The Company obtained a loan in the aggregate principal amount of RMB100 million,approximately US$13.8 million,with Mozhugonka County Sub-branch of Agricultural Bank of China bearing interest at the 1.95%on June 26,2023.The Comp
140、any repaid its 2.8%unsecured bonds which matured on June 23,2023.The Company obtained a loan in the aggregate principal amount of RMB100 million,approximately US$14.1 million,with China Construction Bank bearing interest at the 1.85%on November 9,2023.The Company obtained a loan in the aggregate pri
141、ncipal amount of RMB380 million,approximately US$53.7 million,with China Gold Finance bearing interest at the 2.45%on November 30,2023.The Company obtained a loan in the aggregate principal amount of RMB300 million,approximately US$42.1 million with Lhasa Chengguan District Sub branch of Agricultura
142、l Bank of China Co.Ltd bearing interest at 1.85%on January 17,2024.The Company obtained loan in the aggregate principal amount of RMB200 million,approximately US$28.1 million with Lhasa Chengguan District Sub branch of Agricultural Bank of China Co.Ltd.bearing interest at 1.85%on May 13,2024,with a
143、three year term.The Company obtained loan in the aggregate principal amount of US$44 million with China Construction Bank bearing floating interest with term SOFR on May 13,2024.The Company obtained a loan in the aggregate principal amount of US$20 million with China Construction Bank bearing floati
144、ng interest with term SOFR on June 7,2024.The Company obtained a loan in the aggregate principal amount of US$15 million with DBS Bank Ltd.bearing floating interest with term SOFR on June 12,2024.The Company believes that the availability of debt financing in China at favorable rates will continue f
145、or the foreseeable future.The Company continues to review and assess its assets for impairment as part of its financial reporting processes.To date,the assessment carried out by the Company support the carrying values of the Companys assets and no impairment has been required.However,the management
146、of the Company continues to evaluate key assumptions on estimates and management judgements in order to determine the recoverable amount of the CSH Mine and the Jiama Mine.Cash flows The following table sets out selected cash flow data from the Companys consolidated cash flow statements for the thre
147、e months ended March 31,2025 and March 31,2024.Three months ended March 31,2025 2024 US$000 US$000 Net cash from operating activities 143,530 7,201 Net cash used in investing activities(86,693)(41,360)Net cash(used in)from in financing activities(335)39,726 Net increase in cash and cash equivalents
148、56,502 5,567 Effect of foreign exchange rate changes on cash and cash equivalents 211(134)Cash and cash equivalents,beginning of period 183,779 97,237 Cash and cash equivalents,end of period 240,492 102,670 Operating cash flow For the three months ended March 31,2025,net cash inflow from operating a
149、ctivities was US$143.5 million which is primarily attributable(i)profit before income tax of 95.8 million(ii)depreciation of property,plant and equipment of US$33.1 million and(iii)decrease in inventories of US$10.9 million,partially offset by(i)decrease in contract liabilities of US$7.7 million and
150、(ii)foreign exchange differences of US$3.8 million.Investing cash flow For the three months ended March 31,2025,the net cash outflow from investing activities was US$86.7 million which is primarily attributable to(i)placement of term deposits of US$111.5 million and(ii)payment for acquisition of pro
151、perty,plant and equipment of US$24.7 million offset by release of term deposit of US$48.8 million.13|P a g e China Gold International Resources Corp.Ltd.Financing cash flow For the three months ended March 31,2025,the net cash outflow mainly from financing activities was US$335,000 which is primaril
152、y attributable to dividends paid to a non-controlling shareholder of a subsidiary of US$308,000.Expenditures Incurred For the three months ended March 31,2025,the Company incurred mining costs of US$16.3 million,mineral processing costs of US$30.2 million and transportation costs of US$0.8 million.G
153、earing ratio Gearing ratio is defined as the ratio of consolidated total debt to consolidated total equity.As at March 31,2025,the Companys total debt was US$743.1 million and the total equity was US$1,877.7 million.The Companys gearing ratio was therefore 0.40 as at March 31,2025 compared to 0.42 a
154、s at December 31,2024.SIGNIFICANT INVESTMENTS,ACQUISITIONS AND DISPOSAL OF SUBSIDIARIES.ASSOCIATES AND JOINT VENTURES,AND FUTURE PLAN FOR MATERIAL INVESTMENTS OF CAPITAL ASSETS Other than as disclosed elsewhere in this MD&A or in the condensed consolidated financial statements for the three months e
155、nded March 31,2025,there were no significant investments held by the Company,nor were there any material acquisitions or disposals of subsidiaries,associates and joint ventures during the three months ended March 31,2025.Other than as disclosed in this MD&A,there was no plan authorized by the Board
156、for other material investments or additions of capital assets at the date of this MD&A.CHARGE ON ASSETS Other than as disclosed elsewhere in this MD&A and condensed consolidated financial statements,none of the Companys assets were pledged as at March 31,2025.EXPOSURE TO FLUCTUATIONS IN EXCHANGE RAT
157、ES AND RELATED HEDGES The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates for the monetary assets and liabilities denominated in the currencies other than the functional currencies to which they relate.The Company has not hedged its exposure to currency
158、fluctuation.However,the Management monitors foreign exchange exposure and will consider hedging significant foreign currency exposure should the need arise.Refer to Note 33,Financial Instruments,in the annual consolidated financial statements for the year ended December 31,2024.COMMITMENTS Commitmen
159、ts include principal payments on the Companys bank loans and syndicated loan facility,corporate bonds,and capital commitments in respect of the future acquisition of property,plant and equipment and construction for both the CSH Mine and the Jiama Mine.The Companys capital commitments relate primari
160、ly to the payments for purchase of equipment and machinery for both mines and payments to third-party contractors for the provision of mining and exploration engineering work and mine construction work for both mines.The Company has entered into contracts that prescribe such capital commitments;howe
161、ver,liabilities relating to them have not yet been incurred.Refer to Note 34,Commitments,in the annual consolidated financial statements for the year ended December 31,2024.The following table outlines payments for commitments for the periods indicated:Total Within One year Within Two to five years
162、Over five years US$000 US$000 US$000 US$000 Principal repayment of bank loans 715,254 148,795 468,434 98,025 Entrusted loan payable 27,862-27,862-In addition to the table set forth above,the Company has entered into service agreements with third-party contractors for the provision of mining and expl
163、oration engineering work and mine construction work for the CSH Mine.The fees for such work performed and to be performed each year varies depending on the amount of work performed.The Company has similar agreements with third party contractors for the Jiama Mine.14|P a g e China Gold International
164、Resources Corp.Ltd.RELATED PARTY TRANSACTIONS China National Gold Group Co.,Ltd.(formerly known as China National Gold Group Corporation)(CNG)owned 40.01 percent of the outstanding common shares of the Company as at December 31,2024 and March 31,2025.The Company had major related party transactions
165、with the following companies related by way of shareholders or shareholder in common:The Companys subsidiary,Inner Mongolia Pacific is a party to a non-exclusive contract for the purchase and sale of dor with CNG(the“Dore Sales Contract”)pursuant to which Inner Mongolia Pacific sells gold dor bars t
166、o CNG.The pricing is based on the monthly average price of gold ingot as quoted on the Shanghai Gold Exchange and the daily average price of silver as quoted on the Shanghai Huatong Platinum&Silver Exchange prevailing at the time of each relevant purchase order during the contract period.The Dore Sa
167、les Contract has been in effect since October 24,2008 and was renewed for a new term that commenced on January 1,2018 and expired on December 31,2020,which renewal was approved by the Companys shareholders on June 28,2017.On June 16,2020,the third Supplemental Contract for Purchase and Sale of Dore
168、was approved by the Companys Shareholders,commencing on January 1,2021 and expiring on December 31,2023.On June 29,2023,the fourth supplemental Contract for Purchase and Sale of Dore was approved by the Companys Shareholders,commencing on January 1,2024 and expiring on December 31,2026.Revenue from
169、sales of gold dor bars to CNG was US$79.1 million for the three months ended March 31,2025 which increased from US$36.2 million for the three months ended March 31,2024.The Company is also a party to a Product and Service Framework Agreement with CNG,pursuant to which CNG provides construction,procu
170、rement and equipment financing services to the Company and also purchases the copper concentrates produced at the Jiama Mine.The quantity of copper concentrates,pricing terms and payment terms may be established from time to time by the parties with reference to the pricing principles for connected
171、transactions set out under the Product and Service Framework Agreement.On June 28,2017,the Supplemental Product and Service Framework Agreement was approved and extended to expire on December 31,2020.On June 16,2020,the third Supplemental Product and Service Framework Agreement was approved by the C
172、ompanys Shareholders,commencing on January 1,2021 and expiring on December 31,2023.On June 29,2023,the fourth Supplemental Product and Service Framework Agreement was approved by the Companys Shareholders,commencing on January 1,2024 and expiring on December 31,2026.For the three months ended March
173、31,2025,revenue from sales of copper concentrate and other products to CNG was US$192.1 million compared to US$24.0 million for the same period in 2024.For the three months ended March 31,2025,construction services of US$32.6 million were provided to the Company by subsidiaries of CNG compared to US
174、$6.2 million for the same period in 2024.In addition to the aforementioned major related party transactions,the Company also obtains additional services from related parties in its normal course of business,including a Loan Agreement and a Deposit Services Agreement entered into on March 25,2019,Dec
175、ember 31,2019,December 22,2020 and a Financial Service Agreement on May 5,2021 among the Company and China Gold Finance.The Company and China Gold Finance entered into a 2024 Financial Service Agreement on June 6,2024.As part of the 2024 Financial Service Agreement,China Gold Finance agreed to provi
176、de the Company with a range of financial services including(a)Deposit Services,(b)Lending Services,(c)Settlement Services and(d)Other Financial Services.On June 27,2024,the 2024 Financial Services Agreement was approved by the Companys Shareholders,commencing on the date of the approval by the Indep
177、endent Shareholders and up to and including December 31,2026.Refer to Note 15 of the condensed consolidated financial statements for details of significant related party transactions during the three months ended March 31,2025.PROPOSED TRANSACTIONS The Board of Directors has given the Company approv
178、al to conduct reviews of a number of projects that may qualify as acquisition targets through joint venture,merger and/or outright acquisitions.The Company did not have any material acquisition and disposal of subsidiaries and associated companies for the three months ended March 31,2025.The Company
179、 continues to review possible acquisition targets.CRITICAL ACCOUNTING ESTIMATES In the process of applying the Companys accounting policies,the Directors of the Company have identified accounting judgments and key sources of estimation uncertainty that have a significant effect on the amounts recogn
180、ized in the audited annual consolidated financial statements.Key assumptions concerning the future and other key sources of estimation uncertainty at the end of each reporting period that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next t
181、welve months are described in Note 4 of the audited annual consolidated financial statements for the year ended December 31,2024.15|P a g e China Gold International Resources Corp.Ltd.CHANGE IN ACCOUNTING POLICIES A summary of new and revised IFRS standards and interpretations are outlined in Note 2
182、 of the audited annual consolidated financial statements as at December 31,2024.FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS The Company holds a number of financial instruments,the most significant of which are equity securities,accounts receivables,accounts payables,cash and loans.The financial inst
183、ruments are recorded at either fair values or amortized amount on the balance sheet.The Company did not have any financial derivatives or outstanding hedging contracts as at March 31,2025.OFF-BALANCE SHEET ARRANGEMENTS As at March 31,2025,the Company had not entered into any off-balance sheet arrang
184、ements.DIVIDEND AND DIVIDEND POLICY The Companys dividend policy is a key component of its long-term growth strategy.It aims to optimize capital allocation to drive business expansion while maintaining stable returns for shareholders.After successfully distributing special dividends for three consec
185、utive years(2021-2023),the Company is introducing an enhanced dividend policy comprised of a base dividend supplemented by a variable component that adjusts based on financial performance and market conditions.Basic dividend:Subject to profitability in the previous financial year and after assessing
186、 the Companys cash flow position and future capital requirements,the Company aims to distribute a basic dividend at a payout ratio of 30%of the net profit from the preceding financial year,with cash dividends paid annually.Variable Component:Subject to favorable market conditions and sufficient fund
187、s,the Company may distribute special dividends in addition to the basic dividend.Dividends may vary in amount and consistency or be discontinued at the Board of Directors discretion depending on variables including but not limited to operational cash flows,Company development requirements and strate
188、gies,spot metal prices,taxation,general market conditions and other factors.OUTSTANDING SHARES As of March 31,2025 the Company had 396,413,753 common shares issued and outstanding.DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for the desig
189、n of disclosure controls and procedures(“DC&P”)and the design of internal control over financial reporting(“ICFR”)to provide reasonable assurance that material information relating to the Company,including its consolidated subsidiaries,is made known to the Companys certifying officers.The Companys C
190、hief Executive Officer and Chief Financial Officer have each evaluated the Companys DC&P and ICFR as of March 31,2025 and,in accordance with the requirements established under Canadian National Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings,the Chief Executive Of
191、ficer and Chief Financial Officer have concluded that these controls and procedures were effective as of March 31,2025,and provide reasonable assurance that material information relating to the Company is made known to them by others within the Company and that the information required to be disclos
192、ed in reports that are filed or submitted under Canadian securities legislation are recorded,processed,summarized and reported within the time period specified in those rules.The Companys Chief Executive Officer and Chief Financial Officer have used the Committee of Sponsoring Organizations of the T
193、readway Commission(COSO)2013 framework to evaluate the Companys ICFR as of March 31,2025 and have concluded that these controls and procedures were effective as of March 31,2025 and provide reasonable assurance that financial information is recorded,processed,summarized and reported in a timely mann
194、er.Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.The result of the inherent limitations in all control systems means design of controls cannot provide absolute assurance that all control issues and instances of fraud will
195、 be detected.During the three months ended March 31,2025,there were no changes in the Companys DC&P or ICFR that materially affected,or are reasonably likely to materially affect,the Companys internal control over financial reporting.16|P a g e China Gold International Resources Corp.Ltd.RISK FACTOR
196、S There are certain risks involved in the Companys operations,some of which are beyond the Companys control.Aside from risks relating to business and industry,the Companys principal operations are located within the Peoples Republic of China and are governed by a legal and regulatory environment tha
197、t in some respects differs from that which prevails in other countries.Readers of this MD&A should give careful consideration to the information included in this document and the Companys audited annual consolidated financial statements and related notes.Significant risk factors for the Company are
198、metal prices,government regulations,foreign operations,environmental compliance,the ability to obtain additional financing,risk relating to recent acquisitions,dependence on management,title to the Companys mineral properties,natural disasters,pandemics such as COVID-19 and litigation.China Gold Int
199、ernationals business,financial condition or results of operations could be materially and adversely affected by any of these risks.For details of risk factors,please refer to the Companys annual audited consolidated financial statements,and Annual Information Form filed from time to time on SEDAR+at
200、 www.sedarplus.ca and .hk.QUALIFIED PERSON Disclosure of scientific or technical information in this MD&A was reviewed and approved by Mr.Tony Guo,P.Geo.,the Companys Qualified Person(“QP”)as defined by National Instrument 43-101.May 15,2025 CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.(incorporated
201、in British Columbia,Canada with limited liability)Condensed Consolidated Financial Statements For the three months ended March 31,2025 CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31,2025 CONTENTS PAGE(S)CONDENSED CONSOLIDAT
202、ED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 1&2 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 3&4 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 5 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 6 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 7 25 CHINA GO
203、LD INTERNATIONAL RESOURCES CORP.LTD.-1-CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31,2025 Three months ended March 31,NOTES 2025 2024 US$000 US$000 (unaudited)(unaudited)Revenue 3 273,096 60,543 Cost of sales (155,443)(72,039)_
204、_ Mine operating earnings(loss)117,653(11,496)_ _ Expenses General and administrative expenses 4(12,232)(9,096)Exploration and evaluation expenditure (508)(92)Research and development expenses (3,296)(787)_ _ (16,036)(9,975)_ _ Income(loss)from operations 101,617(21,471)_ _ Other(expenses)income For
205、eign exchange loss,net (2,654)(157)Interest and other income 1,809 1,228 Other expenses 17-(347)Finance costs 5(5,002)(5,663)_ _ (5,847)(4,939)_ _ Profit(loss)before income tax 95,770(26,410)Income tax(expenses)credit 6(9,791)362 _ _ Profit(loss)for the period 85,979(26,048)_ _ Other comprehensive i
206、ncome(expenses)for the period Item that will not be reclassified to profit or loss:Fair value gain(loss)on equity instruments at fair value through other comprehensive income(FVTOCI)3,364 12,626 Item that may be reclassified subsequently to profit or loss:Exchange difference arising on translation 2
207、,485(1,106)_ _ Other comprehensive income for the period 5,849 11,520 _ _ Total comprehensive(expenses)income for the period 91,828(14,528)_ _ _ _ CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-2-Three months ended March 31,NOTE 2025 2024 US$000 US$000 (unaudited)(unaudited)Profit(loss)for the period
208、attributable to Non-controlling interests 966 251 Owners of the Company 85,013(26,299)_ _ 85,979(26,048)_ _ _ _ Total comprehensive income(expenses)for the period attributable to Non-controlling interests 966 251 Owners of the Company 90,862(14,779)_ _ 91,828(14,528)_ _ _ _ Earnings(loss)per share-B
209、asic(US cents)8 21.45(6.63)_ _ _ _ Weighted average number of common shares -Basic 8 396,413,753 396,413,753 _ _ _ _ CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-3-CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT MARCH 31,2025 March 31,December 31,NOTES 2025 2024 US$000 US$000 (unaudited)(a
210、udited)Current assets Cash and cash equivalents 240,492 183,779 Restricted bank balance 66,793 66,698 Term deposits 181,104 118,246 Trade and other receivables 9 7,379 7,393 Prepaid expenses and deposits 754 1,513 Inventories 10 279,508 290,405 _ _ 776,030 668,034 _ _ Non-current assets Prepaid expe
211、nses and deposits 30,127 30,095 Right-of-use assets 47,372 45,957 Equity instruments at FVTOCI 16 51,775 48,411 Property,plant and equipment 11 1,368,270 1,375,498 Mining rights 11 745,463 752,414 Other non-current assets 15,593 15,570 _ _ 2,258,600 2,267,945 _ _ Total assets 3,034,630 2,935,979 _ _
212、 _ _ Current liabilities Accounts and other payables and accrued expenses 12 179,483 175,132 Contract liabilities 362 8,099 Borrowings 13 148,795 148,696 Lease liabilities 453 469 Tax liabilities 19,834 8,650 _ _ 348,927 341,046 _ _ Net current assets 427,103 326,988 _ _ Total assets less current li
213、abilities 2,685,703 2,594,933 _ _ Non-current liabilities Accounts and other payables and accrued expenses 12 33,029 32,822 Borrowings 13 566,459 565,656 Entrusted loan payable 27,862 27,823 Lease liabilities 459 459 Deferred tax liabilities 109,414 112,000 Deferred income 19 19 Environmental rehabi
214、litation 70,735 69,948 _ _ 807,977 808,727 _ _ Total liabilities 1,156,904 1,149,773 _ _ _ _ CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-4-March 31,December 31,NOTE 2025 2024 US$000 US$000 (unaudited)(audited)Owners equity Share capital 14 1,229,061 1,229,061 Reserves 105,586 99,737 Retained profit
215、s 518,653 433,640 _ _ 1,853,300 1,762,438 Non-controlling interests 24,426 23,768 _ _ Total owners equity 1,877,726 1,786,206 _ _ Total liabilities and owners equity 3,034,630 2,935,979 _ _ _ _ The condensed consolidated financial statements were approved and authorised for issue by the board of dir
216、ectors on May 15,2025 and are signed on its behalf by:(Signed by)Chenguang Hou(Signed by)Yingbin Ian He _ _ Chenguang Hou Yingbin Ian He Director Director CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-5-CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE THREE MONTHS ENDED MARCH 31,2025 Att
217、ributable to owners of the Company Investment Non-Total Number Share Equity revaluation Exchange Statutory Retained controlling owners of shares capital reserve reserve reserve reserve profits Subtotal interests equity US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 At January 1,2024
218、396,413,753 1,229,061 11,179 26,318(61,875)121,800 380,375 1,706,858 20,883 1,727,741 _ _ _ _ _ _ _ _ _ _(Loss)profit for the period-(26,299)(26,299)251(26,048)Fair value loss on equity instruments at FVTOCI-12,626-12,626-12,626 Exchange difference arising on translation-(1,106)-(1,106)-(1,106)_ _ _
219、 _ _ _ _ _ _ _ Total comprehensive income (expenses)for the period-12,626(1,106)-(26,299)(14,779)251(14,528)Transfer to statutory reserve -safety production fund-1,034 (1,034)-Dividends paid to a non-controlling shareholder-(276)(276)_ _ _ _ _ _ _ _ _ _ At March 31,2024(unaudited)396,413,753 1,229,0
220、61 11,179 38,944(62,981)122,834 353,042 1,692,079 20,858 1,712,937 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ At January 1,2025 396,413,753 1,229,061 11,179 27,589(70,298)131,267 433,640 1,762,438 23,768 1,786,206 _ _ _ _ _ _ _ _ _ _ Profit for the period-85,013 85,013 966 85,979 Fair value gain on equ
221、ity instruments at FVTOCI-3,364-3,364-3,364 Exchange difference arising on translation-2,485-2,485-2,485 _ _ _ _ _ _ _ _ _ _ Total comprehensive income (expenses)for the period-3,364 2,485-85,013 90,862 966 91,828 Dividends paid to a non-controlling shareholder-(308)(308)_ _ _ _ _ _ _ _ _ _ At March
222、 31,2025(unaudited)396,413,753 1,229,061 11,179 30,953(67,813)131,267 518,653 1,853,300 24,426 1,877,726 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-6-CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31,2025 Three months ended M
223、arch 31,2025 2024 US$000 US$000 (unaudited)(unaudited)Net cash from operating activities 143,530 7,201 _ _ Investing activities Interest income received 737 449 Payment for acquisition of property,plant and equipment(24,720)(16,855)Deposits paid for water treatment project-(6,096)Payment for land us
224、e right-(18,858)Placement of term deposits(111,484)-Release of restricted bank deposits 48,774-_ _ Net cash used in investing activities(86,693)(41,360)_ _ Financing activities Proceeds from borrowings-40,031 Dividend paid to a non-controlling shareholder of a subsidiary(308)(276)Repayments of lease
225、 liabilities (27)(29)_ _ Net cash from(used in)financing activities(335)39,726 _ _ Net increase in cash and cash equivalents 56,502 5,567 Cash and cash equivalents,beginning of period 183,779 97,237 Effect of foreign exchange rate changes on cash and cash equivalents 211(134)_ _ Cash and cash equiva
226、lents,end of period 240,492 102,670 _ _ _ _ Cash and cash equivalents are comprised of cash and bank deposits 240,492 102,670 _ _ _ _ CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-7-NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31,2025 1.BASIS OF PREPARATIO
227、N AND SIGNIFICANT EVENT DURING THE CURRENT PERIOD 1.1 Basis of preparation China Gold International Resources Corp.Ltd.,(the Company)is a publicly listed company incorporated in British Columbia,Canada on May 31,2000 with limited liability under the legislation of the Province of British Columbia an
228、d its shares are listed on the Toronto Stock Exchange and The Stock Exchange of Hong Kong Limited(the Stock Exchange).The Company together with its subsidiaries(collectively referred to as the Group)is principally engaged in the acquisition,exploration,development and mining of mineral resources in
229、the Peoples Republic of China(the PRC).The Group considers that China National Gold Group Co.,Ltd.(CNG),a state owned company registered in Beijing,the PRC which is controlled by State-owned Assets Supervision and Administration Commission of the State Council of the PRC,is able to exercise signific
230、ant influence over the Company.The head office,principal address and registered and records office of the Company are located at Suite 1780,Commerce Place,400 Burrard Street,Box 17,Vancouver,British Columbia,Canada,V6C 3A6.The condensed consolidated financial statements have been prepared in accorda
231、nce with International Accounting Standard 34 Interim Financial Reporting issued by the International Accounting Standards Board(IASB),which should be read in conjunction with the consolidated financial statements for the year ended December 31,2024.The condensed consolidated financial statements ar
232、e presented in United States Dollars(US$),which is the functional currency of the Company.CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-8-2.PRINCIPAL ACCOUNTING POLICIES The condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instru
233、ments,which are measured at fair values.Except as described below,the accounting policies and methods of computation used in the condensed consolidated financial statements for the three months ended March 31,2025 are the same as those presented in the Groups annual financial statements for the year
234、 ended December 31,2024.In the current interim period,the Group has applied the following amendments to International Financial Reporting Standards(IFRSs)issued by IASB,for the first time,which are mandatorily effective for the Groups annual period beginning on January 1,2025 for the preparation of
235、the Groups condensed consolidated financial statements:Amendments to IAS 21 Lack of Exchangeability The application of the amendments to IFRSs in the current interim period has had no material impact on the Groups financial positions and performance for the current and prior periods and/or on the di
236、sclosures set out in these condensed consolidated financial statements.CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-9-3.REVENUE AND SEGMENT INFORMATION Revenue (i)Disaggregation of revenue from contracts with customers The following is an analysis of the Groups revenue from its major products and se
237、rvices:Three months ended March 31,2025 2024 US$000 US$000 (unaudited)(unaudited)At a point in time Gold dor bars 79,094 36,166 Copper 93,496 15,585 Other by-products 100,506 8,792 _ _ Total revenue 273,096 60,543 _ _ _ _ (ii)Performance obligations for contracts with customers The Group sells gold
238、dor bars,copper and other by-products directly to customers.Revenue is recognised at a point in time when control of the gold dor bars,copper and other by-products is passed to customers,i.e.when the products are delivered and titles have passed to customers.A contract liability represents the Group
239、s obligation to transfer goods or services to a customer for which the Group has received consideration(or an amount of consideration is due)from the customer.Segment information IFRS 8 requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the c
240、hief operating decision-maker(CODM)to allocate resources to the segments and to assess their performance.The CODM,who is responsible for allocating resources and assessing performance of the operating segments,has been defined as the executive directors of the Company.The CODM has identified two ope
241、rating and reportable segments as follows:(i)The mine-produced gold segment-the production of gold dor bars through the Groups integrated processes,i.e.,mining,metallurgical processing,production and selling of gold dor bars to external clients.(ii)The mine-produced copper concentrate segment-the pr
242、oduction of copper concentrate including other by-products through the Groups integrated processes,i.e.,mining,metallurgical processing,production and selling of copper concentrate including other by-products to external clients.CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-10-3.REVENUE AND SEGMENT I
243、NFORMATION-continued Segment information-continued Information regarding the above segments is reported below:(a)Segment revenue and results The following is an analysis of the Groups revenue and results by operating and reportable segment.For the three months ended March 31,2025 Mine-Mine-produced
244、produced copper Segment gold concentrate total Unallocated Consolidated US$000 US$000 US$000 US$000 US$000 (unaudited)(unaudited)(unaudited)(unaudited)(unaudited)Revenue-external and segment revenue 79,094 194,002 273,096-273,096 Cost of sales(44,539)(110,904)(155,443)-(155,443)_ _ _ _ _ Mining oper
245、ating earnings(loss)34,555 83,098 117,653-117,653 _ _ _ _ _ Income(loss)from operations 34,047 68,522 102,569 (952)101,617 Foreign exchange gain(loss)(2,667)28(2,639)(15)(2,654)Interest and other income 737 1,022 1,759 50 1,809 Finance costs(86)(3,862)(3,948)(1,054)(5,002)_ _ _ _ _ Profit(loss)befor
246、e income tax 32,031 65,710 97,741 (1,971)95,770 _ _ _ _ _ _ _ _ _ _ For the three months ended March 31,2024 Mine-Mine-produced produced copper Segment gold concentrate total Unallocated Consolidated US$000 US$000 US$000 US$000 US$000 (unaudited)(unaudited)(unaudited)(unaudited)(unaudited)Revenue-ex
247、ternal and segment revenue 36,166 24,377 60,543-60,543 Cost of sales(28,158)(43,881)(72,039)-(72,039)_ _ _ _ _ Mining operating earnings(loss)8,008(19,504)(11,496)-(11,496)_ _ _ _ _ Income(loss)from operations 7,917 (28,568)(20,651)(820)(21,471)Foreign exchange loss(120)(32)(152)(5)(157)Interest and
248、 other income 885 367 1,252 (24)1,228 Other expenses-(347)(347)-(347)Finance costs(101)(4,310)(4,411)(1,252)(5,663)_ _ _ _ _ Profit(loss)before income tax 8,581 (32,890)(24,309)(2,101)(26,410)_ _ _ _ _ The accounting policies of the operating segments are the same as the Groups accounting policies.S
249、egment results represent profit(loss)before income tax without allocation of certain general and administrative expenses,foreign exchange gain(loss),interest and other income and finance costs,attributable to the respective segment.This is the measure reported to the CODM for the purposes of resourc
250、e allocation and performance assessment.There are no inter-segment sales for the three months ended March 31,2025 and 2024.CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-11-3.REVENUE AND SEGMENT INFORMATION-continued Segment information-continued (b)Segment assets and liabilities The following is an a
251、nalysis of the Groups assets and liabilities by segment representing assets/liabilities directly attributable to the respective segment:Mine-Mine-produced produced copper Segment gold concentrate total Unallocated Consolidated US$000 US$000 US$000 US$000 US$000 As of March 31,2025(unaudited)Total as
252、sets 642,417 2,320,333 2,962,750 71,880 3,034,630 Total liabilities 47,704 1,028,261 1,075,965 80,939 1,156,904 As of December 31,2024(audited)Total assets 599,908 2,266,611 2,866,519 69,460 2,935,979 Total liabilities 34,886 1,033,576 1,068,462 81,311 1,149,773 _ _ _ _ _ _ _ _ _ _ For the purposes
253、of monitoring segment performance and allocating resources between segments:all assets are allocated to operating segments other than certain cash and cash equivalents,other receivables,prepaid expenses and deposits,right-of-use assets,property,plant and equipment and equity instruments at FVTOCI;an
254、d all liabilities are allocated to operating segments other than other payables and accrued expenses,lease liabilities,deferred income and certain borrowings.4.GENERAL AND ADMINISTRATIVE EXPENSES Three months ended March 31,2025 2024 US$000 US$000 (unaudited)(unaudited)Administration and office 2,68
255、1 1,247 Depreciation of property,plant and equipment 1,598 1,900 Depreciation of right-of-use assets 24 25 Professional fees 514 1,461 Salaries and benefits 4,959 3,554 Others 2,456 909 _ _ Total general and administrative expenses 12,232 9,096 _ _ _ _ CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-12
256、-5.FINANCE COSTS Three months ended March 31,2025 2024 US$000 US$000 (unaudited)(unaudited)Interests on borrowings 4,276 5,123 Interests on provision of mining rights 199-Interests on lease liabilities 11 17 Accretion on environmental rehabilitation 684 705 _ _ 5,170 5,845 Less:Amounts capitalised t
257、o property,plant and equipment(168)(182)_ _ Total finance costs 5,002 5,663 _ _ _ _ 6.INCOME TAX(CREDIT)EXPENSES Three months ended March 31,2025 2024 US$000 US$000 (unaudited)(unaudited)Current tax:PRC Enterprise Income Tax(EIT)12,377 1,577 (Overprovision)underprovision in prior year-PRC EIT-(24)PR
258、C withholding income tax on profit earned from PRC subsidiaries-_ _ 12,377 1,553 _ _ Deferred tax:PRC Enterprise Income Tax(EIT)(2,586)(1,915)PRC withholding income tax on profit earned from PRC subsidiaries-_ _ (2,586)(1,915)_ _ Total income tax(credit)expenses 9,791(362)_ _ _ _ 7.DIVIDEND During t
259、he three months ended March 31,2025 a dividend in respect of the year ended December 31,2024 of US$0.08 per common share(the basic dividend of US$0.05,and the special dividend of US$0.03),in an aggregate amount of US$31,713,000,has been declared by the directors of the Company upon the approval of t
260、he board resolution dated March 26,2025.During the three months ended March 31,2024,no dividend was declared to shareholders of the Company.CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-13-8.EARNINGS(LOSS)PER SHARE Profit(loss)used in determining earnings(loss)per share are presented below:Three mont
261、hs ended March 31,2025 2024 (unaudited)(unaudited)Profit(loss)for the period attributable to owners of the Company for the purposes of basic earnings per share(US$000)85,013(26,299)_ _ _ _ Weighted average number of common shares,basic 396,413,753 396,413,753 _ _ _ _ Basic earnings(loss)per share(US
262、 cents)21.45(6.63)_ _ _ _ The Group has no outstanding potential dilutive instruments issued as at March 31,2025 and 2024 and during the periods ended March 31,2025 and 2024.Therefore,no diluted earnings per share is presented.9.TRADE AND OTHER RECEIVABLES March 31,December 31,2025 2024 US$000 US$00
263、0 (unaudited)(audited)Trade receivables 1,925 2,473 Less:allowance for credit losses(181)(180)_ _ 1,744 2,293 Amounts due from related companies(note 15(a)(1)1,663 1,583 Other receivables(2)3,972 3,517 _ _ Total trade and other receivables 7,379 7,393 _ _ _ _ (1)The amounts are unsecured,interest fr
264、ee and repayable on demand.(2)Included in the balance as at March 31,2025 are Tax and Other Surcharges(as defined in note 17)of US$1,272,000(December 31,2024:US$1,270,000),net of allowance for credit losses,to be recovered from Zhongxinfang Tibet Construction Investment Co.Ltd.(“Zhongxinfang”),an in
265、dependent third party property developer.Details of the impairment assessment of the receivable amount from Zhongxinfang are set out in note 17.The Group allows an average credit period of 30 days and 180 days to its trade customers.CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-14-9.TRADE AND OTHER R
266、ECEIVABLES-continued Below is an aged analysis of trade receivables(net of allowance for credit losses)presented based on invoice dates,which approximated the respective revenue recognition dates,at the end of the reporting period.March 31,December 31,2025 2024 US$000 US$000 (unaudited)(audited)Less
267、 than 30 days 39 819 31 to 90 days 458 130 91 to 180 days 408 276 Over 180 days 839 1,068 _ _ Total trade receivables 1,744 2,293 _ _ _ _ 10.INVENTORIES March 31,December 31,2025 2024 US$000 US$000 (unaudited)(audited)Gold in process 211,640 222,568 Gold dor bars 26,003 26,467 Consumables 12,517 11,
268、119 Copper concentrates 4,113 5,959 Spare parts 25,235 24,292 _ _ Total inventories 279,508 290,405 _ _ _ _ Inventories totalling US$45 million for the three months ended March 31,2025(three months ended March 31,2024:US$44 million)was recognised in cost of sales.CHINA GOLD INTERNATIONAL RESOURCES C
269、ORP.LTD.-15-11.PROPERTY,PLANT AND EQUIPMENT/MINING RIGHTS During the three months ended March 31,2025,the Group incurred US$16.6 million on construction in progress(for the three months ended March 31,2024:US$1.4 million)and US$3.8 million on mineral assets(for the three months ended March 31,2024:U
270、S$1 million),respectively.Depreciation of property,plant and equipment was US$33 million for the three months ended March 31,2025(for the three months ended March 31,2024:US$24.4 million).The depreciation amount was partly recognized in cost of sales and general and administrative expenses and partl
271、y capitalized in inventory.No addition of mining rights was incurred during the three months ended March 31,2025 and 2024.Amortisation of mining rights was US$16.9 million for the three months ended March 31,2025(for the three months ended March 31,2024:US$1.2 million).The amortisation amounts were
272、recognised in cost of sales.12.ACCOUNTS AND OTHER PAYABLES AND ACCRUED EXPENSES Accounts and other payables and accrued expenses comprise the following:March 31,December 31,2025 2024 US$000 US$000 (unaudited)(audited)Accounts payable 29,341 25,811 Construction cost payables 93,082 84,218 Provision o
273、f the variable payment arising from the mining right(note a)44,280 49,057 Payable for litigation compensation(note 17)19,030 23,872 Payable for acquisition of a mining right 2,352 2,349 Payroll and benefit payable 3,065 286 Mining cost accrual 2,809 1,544 Other accruals 2,379 2,231 Other tax payable
274、 2,895 9,719 Other payables 13,279 8,867 _ _ Total accounts and other payables and accrued expenses 212,512 207,954 _ _ _ _ Current 179,483 175,132 Non-current(note a)33,029 32,822 _ _ Total accounts and other payables and accrued expenses 212,512 207,954 _ _ Note:a.The amounts represent the variabl
275、e payment arising from the mining right that are classified as current and non-current based on the instalments schedule as at March 31,2025 and December 31,2024.CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-16-13.BORROWINGS March 31,December 31,2025 2024 US$000 US$000 (unaudited)(audited)Bank loans
276、634,454 633,666 Loans payable to a CNGs subsidiary(note 15)80,800 80,686 _ _ 715,254 714,352 _ _ _ _ The borrowings are repayable as follows:March 31,December 31,2025 2024 US$000 US$000 (unaudited)(audited)Carrying amount repayable within one year 148,795 148,696 Carrying amount repayable within one
277、 to two years 291,438 254,855 Carrying amount repayable within two to five years 176,996 212,914 Carrying amount repayable over five years 98,025 97,887 _ _ 715,254 714,352 Less:Amounts due within one year(shown under current liabilities)(148,795)(148,696)_ _ Amounts shown under non-current liabilit
278、ies 566,459 565,656 _ _ _ _ The carrying values of the pledged assets to secure borrowings by the Group are as follows:March 31,December 31,2025 2024 US$000 US$000 (unaudited)(audited)Mining rights 743,953 750,627 _ _ _ _ Borrowings carry interest at effective interest rates ranging from 1.85%to 4.2
279、9%(December 31,2024:1.85%to 6.27%)per annum.CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-17-13.BORROWINGS-continued In respect of a bank loan with a carrying amount of US$195,035,000 as at March 31,2025(December 31,2024:US$298,742,000),the Group is required to comply with certain significant financi
280、al covenants throughout the continuance of the relevant bank loans and/or as long as the bank loans are outstanding.These covenants include,but are not limited to,the following:the ratio of liabilities to assets of the borrower must not be more than certain percentage;the ratio of current asset to c
281、urrent liabilities of the borrower must be more than 0.5;and the net assets of the Group must not be less than US$1,000 million,among others.14.SHARE CAPITAL Common shares (i)Authorized-Unlimited common shares without par value (ii)Issued and outstanding Number of shares Amount US$000 Issued and ful
282、ly paid:At January 1,2024(audited),December 31,2024(audited)and March 31,2025(unaudited)396,413,753 1,229,061 _ _ _ _ 15.SIGNIFICANT RELATED PARTY TRANSACTIONS Related parties are those parties that have the ability to control the other party or exercise significant influence in making financial and
283、 operation decisions.Parties are also considered to be related if they are subject to common control.CNG,a state owned company registered in Beijing,the PRC,which is controlled by State-owned Assets Supervision and Administration Commission of the State Council of the PRC,is able to exercise signifi
284、cant influence over the Company.The management believes that information relating to related party transactions have been adequately disclosed in accordance with the requirements of IAS 24 Related party disclosures.In addition to the related party transactions and balances shown elsewhere in these c
285、ondensed consolidated financial statements,the following is a summary of significant related party transactions entered into in the ordinary course of business between the Group and its related parties for the three months ended March 31,2025 and 2024,and related party balances as at March 31,2025 a
286、nd December 31,2024.CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-18-15.SIGNIFICANT RELATED PARTY TRANSACTIONS-continued Name and relationship with related parties during the period/year are as follows:CNG owned the following percentages of outstanding common shares of the Company:March 31,December 3
287、1,2025 2024%(unaudited)(audited)CNG 40.01 40.01 _ _ _ _ (a)Transactions/balances with CNG and its subsidiaries The Group had the following significant transactions with CNG and CNGs subsidiaries:Three months ended March 31,2025 2024 US$000 US$000 (unaudited)(unaudited)Gold dor bars sales by the Grou
288、p 79,094 36,166 _ _ _ _ Copper and other by-product sales by the Group 192,077 24,021 _ _ _ _ Other income-712 _ _ _ _ Provision of transportation services by the Group 492 34 _ _ _ _ Construction,stripping and mining services provided to the Group 32,567 6,166 _ _ _ _ Accrued property management fe
289、e 113 114 _ _ _ _ Commitment fee 149 157 _ _ _ _ Interest income 1,225 233 _ _ _ _ Interest expense on loans payable to a CNGs subsidiary and entrusted loan payable 610 623 _ _ _ _ Interest expense on lease liabilities 10 16 _ _ _ _ CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-19-15.SIGNIFICANT RELA
290、TED PARTY TRANSACTIONS-continued (a)Transactions/balances with CNG and its subsidiaries-continued The Group has the following significant balances with CNG and its subsidiaries at the end of each reporting period:March 31,December 31,2025 2024 US$000 US$000 (unaudited)(audited)Assets Amounts due fro
291、m related companies(Note 9)850 1,583 Cash and cash equivalents held in a CNGs subsidiary 164,125 150,315 Temp deposits held in a CNGs subsidiary 181,931 118,246 Restricted balance held in a CNGs subsidiary 66,793 66,698 _ _ Total amounts due from CNG and its subsidiaries 413,699 336,842 _ _ _ _ Othe
292、r than the cash and cash equivalents held in a CNGs subsidiary,the remaining amounts due from CNG and its subsidiaries as at March 31,2025 and December 31,2024,which are included in trade and other receivables are non-interest bearing,unsecured and repayable on demand.March 31,December 31,2025 2024
293、US$000 US$000 (unaudited)(audited)Liabilities Entrusted loan payable 27,883 27,823 Loans payable to a CNGs subsidiary(Note 13)80,854 80,686 Construction costs payable to CNGs subsidiaries 28,137 19,515 Trade payable to CNGs subsidiaries 2,080 952 Amounts due to CNG 1,880 4,080 Contract liabilities w
294、ith a CNGs subsidiary 348 8,085 Leased liabilities to a CNGs subsidiary 788 897 _ _ Total amounts due to CNG and its subsidiaries 141,970 142,038 _ _ _ _ With the exception of the entrusted loan payable to CNG,loans payable to a CNGs subsidiary,lease liabilities to a CNGs subsidiary and contract lia
295、bilities to a CNGs subsidiary,the amounts due to CNG and its subsidiaries which are included in other payables and construction costs payable,are non-interest bearing,unsecured and have no fixed terms of repayments.CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-20-15.SIGNIFICANT RELATED PARTY TRANSACT
296、IONS-continued (b)Compensation of key management personnel The Group has the following compensation to key management personnel during the period:Three months ended March 31,2025 2024 US$000 US$000 (unaudited)(unaudited)Salaries and other benefits 102 82 Post-employment benefits 7 7 _ _ 109 89 _ _ _
297、 _ 16.FINANCIAL INSTRUMENTS As at March 31,2025 and December 31,2024,the Groups investments in equity securities include equity securities listed on the Stock Exchange and unlisted companies incorporated in the PRC.Investment in equity securities listed on the Stock Exchange of US$50,962,000(Decembe
298、r 31,2024:US$47,599,000)is measured based on the unadjusted quoted price available on the Stock Exchange(Level 1 fair value measurement).The Groups investment in listed equity securities represent investment in a company engaged in mining,processing and trading of nonferrous metals registered in Hon
299、g Kong,PRC.In addition,investment in an unlisted company incorporated in the PRC of US$813,000(December 31,2024:US$812,000)are measured at fair value based on Level 3 inputs.The Group considers that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the
300、condensed consolidated financial statements approximate their fair values.CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-21-17.CONTINGENCIES (i)Litigation with Huaxin and Zhongxinfang During the year ended December 31,2020,there was a construction contract dispute between independent third parties inc
301、luding the constructor,Huaxin Construction Group Co.,Ltd.(formerly named as Nantong Huaxin Construction Group Co.,Ltd.)(Huaxin),Zhongxinfang,and the Companys subsidiary,Tibet Huatailong Mining Development Co.Ltd.(Huatailong).The land use right of a composite project under the construction contract w
302、as transferred from Huatailong to Zhongxinfang in 2019 pursuant to the cooperation agreement(the Cooperation Agreement)whereby the Group agreed to transfer the land use right for the development and Zhongxinfang agreed to compensate the Group by transferring a block of the buildings and twenty car p
303、arks(the New Premises)to the Group within two years from the date of the Cooperation Agreement(the Land Exchange).(a)Litigations with Huaxin and Zhongxinfang for the construction costs During the year ended December 31,2020,Huaxin proceeded a lawsuit against the parties to the construction contract,
304、Zhongxinfang and Huatailong,for the recovery of the construction costs of RMB149 million(equivalent to US$21,319,000)and applied for pre-litigation preservation of assets from Huatailong.The Intermediate Peoples Court of Lhasa City,Tibet(Tibet Intermediate Court),adjudicated that the bank deposit of
305、 RMB140 million(equivalent to US$19,775,000)of Huatailong to be frozen for one year from April 10,2020(the First Adjudication).Based on the adjudication of Tibet Intermediate Court after the First Adjudication on December 1,2020 and related notice of execution effective from December 3,2020,the rela
306、ted frozen bank deposit of US$19,775,000 of Huatailong was released.Based on the first instance adjudication dated July 23,2020(the First Instance Adjudication),the litigation ruling adjudicated that Zhongxinfang and Huatailong shall have the joint obligation for the construction costs of RMB140 mil
307、lion(equivalent to US$20,070,000)to Huaxin.Pursuant to the Cooperation Agreement,Huatailong is not responsible for the construction and the related construction works and costs are the sole responsibilities of Zhongxinfang.Huatailong proceeded an appeal against the First Instance Adjudication on Aug
308、ust 17,2020.Subsequently,it was confirmed that Huatailong has no obligation for the aforesaid construction costs as the High Peoples Court of Lhasa City,Tibet(Tibet High Court)entered the final instance adjudication dated November 20,2020(the 2020 Final Instance Adjudication)and rescinded the First
309、Instance Adjudication.During the year ended December 31,2022,Huaxin filed a petition with the Supreme Peoples Court of the PRC for a retrial and request re-adjudicating 2020 Final Instance Adjudication,the Supreme Peoples Court of the PRC has formed a collegial panel pursuant to law to review this c
310、ase and ordered Tibet High Court to retry the case.Pursuant to retrial,Tibet High Court entered the final instance adjudication dated June 5,2023(the June 2023 Huaxin Final Instance Adjudication)and affirmed the First Instance Adjudication that Zhongxinfang and Huatailong shall have the joint obliga
311、tion for the construction costs and should pay to Huaxin within 15 days from the effective date of this judgment.Accordingly,Huatailong recognised the liabilities in prior year.Huatailong recognised RMB137 million(equivalent to US$19,030,000)as payable for litigation compensation which is presented
312、under accounts and other payables and accrued expenses as at March 31,2025(December 31,2024:172 million(equivalent to US$23,872,000).CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-22-17.CONTINGENCIES-continued (i)Litigation with Huaxin and Zhongxinfang-continued (a)Litigations with Huaxin and Zhongxin
313、fang for the construction costs-continued On July 24,2023,Huaxin applied for an enforcement of the June 2023 Final Instance Adjudication(the“July 2023 Enforcement”)and Huatailong has submitted the declaration of its assets to the Tibet Intermediate Court for assessment.In addition,Huatailong is acti
314、vely seeking other measures to appeal against the June 2023 Huaxin Final Instance Adjudication and is not yet come up with a result.As at March 31,2025 and up to the date these condensed consolidated financial statements are authorised for issue,the assets that have been frozen temporarily by the Ti
315、bet Intermediate Court are set out below.On January 15,2025,the Execution Bureau of the Tibet Intermediate Court has conducted auction of a leasehold land and buildings of Huatailong with carrying amount of US$7,494,000 as at December 31,2024,through a public auction on a judicial auction online pla
316、tform.The auction was unsuccessful.The July 2023 Enforcement is currently under proceeding and enforcement rulings is not finalised.Carrying amount as at March 31,2025 US$000 Bank balances 27 Other non-current assets 15,775 Right-of-use assets-leasehold lands 10,963 Equity instruments at FVTOCI-unli
317、sted investments 825 Property,plant and equipment-buildings 22,220 51%equity interest in Jiama Industry and Trade,a subsidiary of the Company n/a _ 49,810 _ _ Other than the bank balances,the Group considers that the remaining frozen assets are merely restricted from transfer or sale,with no impact
318、of the utilization of these assets by Huatailong,and do not affect the Huatailongs current operation.On January 17,2025,Huatailong paid litigation settlement of RMB35,000,000(equivalent to US$4,870,0000).CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-23-17.CONTINGENCIES-continued (i)Litigation with Hu
319、axin and Zhongxinfang-continued (b)Litigations with Zhongxinfang for the recovery of construction costs During the year ended December 31,2020,Huatailong filed a lawsuit against Zhongxinfang for the recovery of the construction costs of RMB149 million(equivalents to US$21,319,000)that shall be joint
320、ly borne by Huatailong on the 2020 First Instance Adjudication.Based on the first instance adjudication dated on September 23,2020,the litigation ruling adjudicated that Zhongxinfang shall have obligation for the construction costs of RMB149 million(equivalents to US$21,319,000)to Huatailong(the Sep
321、tember 2020 Adjudication).In October 2020,Zhongxinfang proceeded an appeal against the September 2020 Adjudication and revoked subsequently.On June 20,2023,Tibet High Court adjudicated that the September 2020 Adjudication sustained(the June 2023 Zhongxinfang Final Instance Adjudication)and Zhongxinf
322、ang should pay relevant compensation to Huatailong within 15 days from the effective date of the June 2023 Zhongxinfang Final Instance Adjudication.On 15 September 2023,Huatailong applied for an enforcement of the June 2023 Zhongxinfang Final Instance Adjudication(the September 2023 Enforcement)and
323、as at March 31,2025 and up to the date these condensed consolidated financial statements are authorised for issue,Zhongxinfang has not yet paid the compensation to Huatailong and the September 2023 Enforcement is not executed mainly because Zhongxinfang is involved in several litigations and there a
324、re no executable properties.(c)Litigations with Zhongxinfang for the delivery of New Premises and recovery of tax and other surcharge On June 21,2021,Huatailong applied for pre-litigation preservation of the New Premises from Zhongxinfang,the Tibet Intermediate Court adjudicated that the value of Ne
325、w Premises limited to RMB137 million(equivalent to US$21,207,000),and the New Premises comprising a block of buildings and twenty car parks from Zhongxinfang were frozen for three and two years respectively(the New Premises Pre-litigation Preservation).On July 21,2021,pursuant to the New Premises Pr
326、e-litigation Preservation,Huatailong proceeded a lawsuit against Zhongxinfang for the delivery of New Premises and the payment of penalty amounting to RMB5 million(equivalent to US$773,000),and on April 20,2022,Huatailong submitted alternation of claims application to the court and requested the del
327、ivery of New Premises and changing the penalty charge to be RMB9 million(equivalent to US$1,397,000).On November 5,2022,Tibet Intermediate Court adjudicated that Zhongxinfang should pay penalty of RMB9 million(equivalent to US$1,397,000)to Huatailong(the November 2022 Adjudication)within 15 days fro
328、m the effective date of the November 2022 Adjudication due to the overdue in delivery of the New Premises.In March 2023,Huatailong applied for an enforcement of the November 2022 Adjudication in March 2023(the March 2023 Enforcement).As at March 31,2025 and the date these condensed consolidated fina
329、ncial statements are authorised for issue the frozen period over the block of buildings and the twenty car parks has extended to May 2027 and Huatailong is in progress to apply for a further period for New Premises Pre-litigation Preservation.In addition,based on legal advice,the March 2023 Enforcem
330、ent is currently under proceeding and the result is not ascertain as at the date these condensed consolidated financial statements are authorised for issue.CHINA GOLD INTERNATIONAL RESOURCES CORP.LTD.-24-17.CONTINGENCIES-continued (i)Litigation with Huaxin and Zhongxinfang-continued (c)Litigations w
331、ith Zhongxinfang for the delivery of New Premises and recovery of tax and other surcharge-continued Based on Groups assessment on the status of the New Premises and taking into account the valuation of the New Premises,no impairment loss(for the three months ended March 31,2024:nil)has been made dur
332、ing the three months ended March 31,2025 and the carrying amount of the other non-current assets are RMB111,924,000(equivalent to US$15,592,000)as at March 31,2025(December 31,2024:RMB111,924,000(equivalent to US$15,570,000).In addition,during the year ended December 31,2020,Huatailong has paid all
333、related tax exposures including but not limited to land appreciation tax,EIT and other surcharge related to the Land Exchange(the Tax and Other Surcharge)of RMB46 million(equivalent to US$6,997,000)and expects to recover such payments from Zhongxinfang in accordance with the Cooperation Agreement.On July 8,2020,Huatailong applied for pre-litigation preservation of assets from Zhongxinfang,the Tibe
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