Wanguo International Mining : Appointment of Independent Non-Executive Director and Member of Audit Committee

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Wanguo International Mining Group Limited

萬國國際礦業集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3939)

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

AND MEMBER OF AUDIT COMMITTEE

The board (the "Board") of directors (the "Directors", each a "Director") of Wanguo International Mining Group Limited (the "Company", together with its subsidiaries, the "Group") is pleased to announce that Mr. Wang Xin ("Mr. Wang") has been appointed as an independent non-executive Director and a member of the audit committee (the "Audit Committee") of the Board with effect from 2 January 2020.

The biographical details of Mr. Wang are set out as follows:

Mr. Wang Xin (王昕), aged 49, is currently the chairman of Foshan Nanhai Antaike Trading Company Ltd ( 佛山 市 南海安泰科經 貿有限 公司 ), primarily involved in trading of non-ferrous metals. Since 1992, he has worked as a professor-level senior engineer in the China Nonferrous Metals Techno-Economic Research Institute (有色金屬技術經濟研究院), primarily involved in industry research, and serving as an assistant to the dean and vice president. Mr. Wang is also an independent director of Fujian Minfa Aluminum Co., Ltd (福 建省閩發鋁業股份有限公司), a company listed on Shenzhen Stock Exchange with stock code: 002578. Mr. Wang was the vice president of Indium and Bismuth Branch of China Nonferrous Metals Industry Association between November 2012 and November 2015. He also served as a director of the Second Session of the Aluminum Branch of the China Nonferrous Metals Industry Association from November 2012 to November 2015.

Mr. Wang graduated from the Central South University of Technology (中南工業大學) in July 1992 with a bachelor degree of engineering, in mining engineering.

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The Company has entered into a letter of appointment with Mr. Wang for an initial term of three (3) years commencing from 2 January 2020, which is subject to automatic renewable for subsequent term of three (3) years, unless terminated by at least three months' written notice served by either party. Pursuant to article 86(3) of the articles of association of the Company (the "Articles"), Mr. Wang will hold office until the next following annual general meeting of the Company, subject to re-election thereat. Thereafter, Mr. Wang's tenure as an independent non-executive Director will be subject to retirement by rotation and re-election in accordance with the Rules Governing the Listing of Securities on the Stock Exchange ("Listing Rules") and the Articles. Pursuant to the letter of appointment, Mr. Wang is entitled to an annual fee of RMB120,000, which is determined by the Board with reference to Mr. Wang's experience, duties, responsibilities and the Company's remuneration policy.

Saved as disclosed above, Mr. Wang has not held any directorship in any other public companies the securities of which are listed in Hong Kong or overseas in the last three years nor did and does he hold any other positions in the Group in the past and at present. In addition, Mr. Wang does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the date of this announcement, Mr. Wang does not have or is not deemed to have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance and has met the independence guidelines as set out in Rule 3.13 of the Listing Rules.

Saved as disclosed above, the Board is not aware of any other matters in relation to the appointment of Mr. Wang as an independent non-executive Director that need to be brought to the attention of the shareholders of the Company nor is there any other information that is required to be disclosed by the Company pursuant to the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

The Board would like to take this opportunity to express its warmest welcome to Mr. Wang for joining the Board.

Reference is made to the announcements of the Company dated 30 September 2019 and 30 December 2019. Following the appointment of Mr. Wang, the Board comprises four executive Directors, three non-executive Directors and four independent non-executive Directors. As the number of independent non-executive Directors represents at least one-third of the Board, the Company has become in compliance with the relevant requirement under Rule 3.10A of the Listing Rules.

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By Order of the Board

Wanguo International Mining Group Limited

Gao Mingqing

Chairman

Hong Kong, 2 January 2020

As at the date of this announcement, the Board comprises Mr. Gao Mingqing (Chairman), Ms. Gao Jinzhu, Mr. Xie Yaolin and Mr. Liu Zhichun as executive Directors; Mr. Li Kwok Ping, Mr. Lee Hung Yuen and Ms. Iu Ching as non-executive Directors; and Dr. Lu Jian Zhong, Mr. Qi Yang, Mr. Shen Peng and Mr. Wang Xin as independent non-executive Directors.

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