Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On August 27, 2021, Mr. Pan Xianqin ("Mr. Pan") and Mr. Sun Linfa ("Mr. Sun") were appointed as directors and vice chairmen of the board of directors, effective immediately. Mr. Pan and Mr. Sun are the beneficial owners of the Company, with 11.20% and 7.73% shareholding, respectively.

The biographies for Mr. Pan and Mr. Sun are set forth below:

Mr. Pan, age 60, has been serving as an executive director of Arcus Mining Holdings Limited, one of the subsidiaries of the Group in January 2021. Since September 2015, Mr. Pan is also serving as a director of Best Metro Import & Export Trading (Inner Mongolia) Limited ("BMIM"), one of the subsidiary of the Group. He is responsible for managing daily operation of BMIM and facilitating inventory transportation between Mongolia and China. Mr. Pan leads operation team of BMIM undergoing the hard time in pandemic of COVID, coordinates daily operation with the Chinese government and seeks for opportunities with potential customers. Mr. Pan graduated from Wanzhou Lin Ye School in 1977.

Mr. Sun, age 64, has been serving as an executive director of Arcus Mining Holdings Limited, one of the subsidiaries of the Group in January 2021. Since May 2013, Mr. Sun is also serving as a director of Khan Shashir LLC and Shek Hung Gold LLC, our subsidiaries in Mongolia. He has been actively participated in the operations in Mongolia and PRC. He is also responsible for operational fund management, including but not limited to seeking for potential new investors, estimating and developing the overall operation budget as well as overseeing on actual usage of operational fund. Mr. Sun obtained a bachelor's degree in Management from East China Normal University in 1989.

Mr. Pan and Mr. Sun have no family relationships with any of the executive officers or directors of the Company. There are no employment agreements between the Company and Mr. Pan and Mr. Sun, nor are there any arrangements or plans in which the Company will provide compensation, bonus, pension, retirement, or similar benefits to Mr. Pan and Mr. Sun. There have been no transactions to which the Company was or is to be a party, in which Mr. Pan and Mr. Sun had, or will have, a direct or indirect material interest.






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