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Chifeng Jilong Gold Mining Co., Ltd. Proxy Solicitation & Information Statement 2026

Apr 20, 2026

51036_rns_2026-04-20_9f762660-45dd-45d3-9bc9-3b69edffe042.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Chifeng Jilong Gold Mining Co., Ltd. (the “ Company ”), you should at once hand this circular and the enclosed proxy form to the purchaser or transferee or to licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the shares or other securities of the Company.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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Chifeng Jilong Gold Mining Co., Ltd. 赤峰吉隆黃金礦業股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(H Shares Stock Code: 6693)

PROPOSED ISSUE OF NEW H SHARES UNDER THE SPECIFIC MANDATE AND NOTICE OF 2026 EXTRAORDINARY GENERAL MEETING

Capitalized terms used on this cover page shall have the same meanings as those defined in this circular.

A notice convening the 2026 extraordinary general meeting of the Company (the “ EGM ”) to be held at Chifeng Gold, Conference Room, A7 Xiaojing, Wanfeng Road, Fengtai District, Beijing, the PRC at 1:00 p.m. on Thursday, 7 May 2026 is set out on pages EGM-1 to EGM-3 of this circular.

The proxy form for use in connection with the EGM is enclosed herewith. The said proxy form is also published on the websites of the Hong Kong Stock Exchange at www.hkexnews.hk and the Company at www.cfgold.com.

Any Shareholder(s) entitled to attend and vote at the EGM are entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a Shareholder. If you intend to appoint a proxy to attend the EGM and vote on your behalf, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return it by hand, by post or by facsimile to the H Share registrar of the Company – Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders only) as soon as possible and in any event not later than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be) (i.e. before 1:00 p.m. on Wednesday, 6 May 2026). Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish.

  • For identification purposes only

20 April 2026

TABLE OF CONTENTS

Pages
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
NOTICE OF 2026 EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . EGM-1

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

  • “2025 Dividend Record Date”

the record date for the 2025 H Share Aggregate Dividend as announced by the Company on the website of the Hong Kong Stock Exchange

  • “2025 Ex-Dividend Date”

the ex-dividend date for the 2025 H Share Aggregate Dividend as announced by the Company on the website of the Hong Kong Stock Exchange

  • “2025 H Share Aggregate Dividend”

the aggregate amount of the final dividend denominated in HKD for the financial year ended 31 December 2025 to be declared and paid by the Company to all H Shareholders who are eligible for distribution on the record date determined by the profit distribution implementation announcement for 2025

  • “A Shares”

  • domestic ordinary share(s) in the share capital of the Company with nominal value of RMB1.00 each, which are traded in Renminbi and listed on the Shanghai Stock Exchange

  • “Aggregate Subscription Price”

the total consideration of HK$9,386,153,448.89 (subject to the downward adjustment set forth in the Strategic Investment Agreement)

  • “Announcement”

the announcement of the Company dated 22 March 2026 in relation to, among other things, the proposed issue of new H Shares under the Specific Mandate and change of the single largest shareholder group of the Company

  • “Board”

the board of Directors

  • “Business Day”

any day (excluding a Saturday, Sunday and public holidays in Hong Kong or the PRC) on which licensed banks are generally open for business in Hong Kong and the Stock Exchange is generally open for trading of securities

– 1 –

DEFINITIONS

“Company”

Chifeng Jilong Gold Mining Co., Ltd.(赤峰吉隆黃金礦業 股份有限公司), a joint stock company incorporated in the PRC with limited liability. The Shares of the Company are dual listed, where the A Shares of the Company are listed on the Shanghai Stock Exchange (stock code: 600988) and H Shares of the Company are listed on the Hong Kong Stock Exchange (stock code: 6693)

“Completion Date” the date on which completion of the Proposed Investment takes place, as described in the section headed “Completion of the Proposed Investment” in this circular

  • “Conditions” the conditions precedent to completion of the Proposed Investment, as described in the section headed “Conditions Precedent to the Proposed Investment” in this circular

  • “Director(s)”

the director(s) of the Company

  • “EGM”

  • extraordinary general meeting of the Company to be held on Thursday, 7 May 2026 to consider and approve, among others, the Strategic Investment Agreement and the transactions contemplated thereunder, including the grant of the Specific Mandate

  • “Global Offering” the offer of the H Shares for subscription by the public in Hong Kong and outside the United States in offshore transactions, details of which are set out in the Prospectus

  • “Gold Mountains”

  • Gold Mountains (H.K.) International Mining Company Limited, a company incorporated in Hong Kong with limited liability and a direct wholly-owned subsidiary of Zijin Mining Group

  • “Group” the Company and its subsidiaries

  • “H Shareholder(s)”

  • holders of H Shares

– 2 –

DEFINITIONS

“H Shares” the overseas-listed foreign shares in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in HKD

  • “HK$” or “HKD” Hong Kong dollars, the lawful currency of Hong Kong

  • “Hong Kong”

the Hong Kong Special Administrative Region of the PRC

  • “Hong Kong Stock Exchange” or the Stock Exchange of Hong Kong Limited “Stock Exchange”

  • “Independent Third Party(ies)” third party(ies) independent of and not connected with the Company and its connected persons (as defined in the Listing Rules)

  • “Latest Practicable Date” 16 April 2026, being the latest practicable date prior to the printing of this circular

  • “Listing Date” 10 March 2025, being the date on which the H Shares were first traded on the Hong Kong Stock Exchange

“Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange

  • “Long Stop Date” 30 September 2026 or such other time and date as the Company and Zijin Gold may agree in writing

“Material Adverse Effect”

any event, circumstance, effect, occurrence or state of affairs or any combination of them (whether existing or occurring on or before the date of the Strategic Investment Agreement or arising or occurring afterwards) which has a material adverse effect (whether such effect takes place immediately or subsequently) on (a) the business, operations, assets, liabilities (including contingent liabilities), properties or the business or financial condition or results or prospect of the Group taken as a whole; (b) the ability of the Company to perform its obligations under the Strategic Investment Agreement; or (c) the validity or enforceability of the Strategic Investment Agreement

– 3 –

DEFINITIONS

“Material Adverse Event” any event or circumstance, or combination of events or
circumstances, having a material adverse effect
“Ms. Li” Ms. Li Jinyang(李金陽), who directly holds 190,410,595
A Shares, representing approximately 10.02% of the issued
share capital of the Company, prior to the completion of the
Share Transfer and the Proposed Investment
“PRC” the People’s Republic of China
“Proposed Investment” the subscription of the Subscription Shares by Zijin Gold
pursuant to the terms and conditions of the Strategic
Investment Agreement
“Prospectus” the prospectus dated 28 February 2025 issued by the
Company
“RMB” Renminbi, the lawful currency of the PRC
“SFC” the Securities and Futures Commission of Hong Kong
“Shareholder(s)” the holder(s) of Share(s)
“Share(s)” the ordinary share(s) in the share capital of the Company,
comprising the A Shares and the H Shares
“Share Transfer” the proposed transfer of a total of 241,925,746 A Shares
held by Ms. Li and Zhejiang Hanfeng to Zijin Gold
“Share Transfer Agreement” the share transfer agreement dated 22 March 2026 entered
into between Ms. Li, Zhejiang Hanfeng and Zijin Gold in
relation to the Share Transfer
“Single Largest Shareholder collectively Ms. Li and Zhejiang Hanfeng
Group”
“Specific Mandate” the specific mandate to be sought from the Shareholders
at the EGM for the allotment and issue of the Subscription
Shares

– 4 –

DEFINITIONS

  • “Strategic Investment Agreement”

  • “Subscription Price”

  • “Subscription Shares”

  • “Zhejiang Hanfeng”

  • “Zijin Asset Ziyun No. 3”

  • “Zijin Gold” or “Investor”

  • “Zijin Group”

the Strategic Investment Agreement dated 22 March 2026 entered into between the Company and Zijin Gold in relation to the Proposed Investment

the price per Subscription Share equivalent to the Aggregate Subscription Price divided by the aggregate number of Subscription Shares (i.e. HK$30.19 before any downward adjustment to the Aggregate Subscription Price)

  • 310,902,731 new H Shares to be allotted and issued by the Company to Zijin Gold pursuant to the Strategic Investment Agreement

  • Zhejiang Hanfeng Venture Capital Partnership (Limited Partnership) (浙江瀚豐創業投資合夥企業(有限合 夥)) (previously known as Yantai Hanfeng Zhongxing Management Consultancy Center (Limited Partnership) ( 煙台瀚豐中興管理諮詢中心(有限合夥)) , w h i c h holds 51,515,151 A Shares, representing approximately 2.71% of the issued share capital of the Company, prior to the completion of the Share Transfer and the Proposed Investment

Zijin Asset Ziyun No. 3 Private Securities Investment Fund (紫金資產紫雲3號私募證券投資基金). The fund manager of Zijin Asset Ziyun No. 3 is Zijin Mining Asset Management (Xiamen) Co., Ltd. (紫金礦業資產管理 (廈門)有限公司), which is an indirect wholly-owned subsidiary of Zijin Mining Group

Zijin Gold (Group) Co., Ltd.* (紫金黃金(集團)有限公 司), a limited liability company established under the laws of the PRC and a wholly-owned subsidiary of Zijin Mining Group

Zijin Mining Group and its associates

– 5 –

DEFINITIONS

“Zijin Mining Group” “%”

Zijin Mining Group Co., Ltd.*(紫金礦業集團股份有限 公司), a joint stock limited company incorporated in the PRC. The shares of Zijin Mining Group are dual listed on the Shanghai Stock Exchange (stock code: 601899) and the Hong Kong Stock Exchange (stock code: 2899)

per cent

– 6 –

LETTER FROM THE BOARD

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Chifeng Jilong Gold Mining Co., Ltd. 赤峰吉隆黃金礦業股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(H Shares Stock Code: 6693)

Executive Director: Registered office in the PRC: Mr. Wang Jianhua (Chairman) Fumin Village, Sidaowanzi Town, Mr. Gao Bo (Vice Chairman and Chief Executive Officer) Aohan County, Chifeng Ms. Yang Yi-fang (Vice Chairman) Inner Mongolia Autonomous Region Mr. Lyu Xiaozhao (Vice Chairman) The PRC Mr. Zhao Qiang Headquarters and principal place of Non-executive Directors: business in the PRC: Mr. Zhang Xudong A7 Xiaojing, Wanfeng Road Fengtai District, Beijing Independent Non-executive Directors: The PRC Dr. Wong Yet Ping Ambrose (Lead Independent Non-executive Director) Principal place of business Prof. Hu Nailian in Hong Kong: Dr. Li Houmin Room 1905, 19th Floor Dr. Jiang Qi China Resources Building 26 Harbour Road, Wanchai Hong Kong

To the Shareholders

Beijing, the PRC 20 April 2026

Dear Sir or Madam,

PROPOSED ISSUE OF NEW H SHARES UNDER THE SPECIFIC MANDATE AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

On behalf of the Board of Directors, I invite you to attend the EGM to be held at Chifeng Gold, Conference Room, A7 Xiaojing, Wanfeng Road, Fengtai District, Beijing, the PRC at 1:00 p.m. on Thursday, 7 May 2026.

– 7 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.

2. PROPOSED ISSUE OF NEW H SHARES UNDER THE SPECIFIC MANDATE

Reference is made to the Announcements dated 22 March 2026 in relation to, among other things, the proposed issue of new H Shares under the Specific Mandate.

The Board is pleased to announce that on 22 March 2026, the Company entered into the Strategic Investment Agreement with Zijin Gold pursuant to which Zijin Gold conditionally agreed to subscribe for, and the Company conditionally agreed to issue and allot, a total of 310,902,731 Subscription Shares at the Subscription Price of HK$30.19 per Subscription Share.

The principal terms of the Strategic Investment Agreement are summarised below.

The Strategic Investment Agreement

Date 22 March 2026
Parties The Company; and
Zijin Gold

Proposed Investment

Zijin Gold has conditionally agreed to subscribe for, and the Company has conditionally agreed to issue and allot, an aggregate of 310,902,731 Subscription Shares at the Subscription Price of HK$30.19 per Subscription Share. Subject to obtaining Shareholder approval at the EGM, the Subscription Shares will be issued and alloted to Zijin Gold under the Specific Mandate. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, Zijin Gold and its ultimate beneficial owners are Independent Third Parties.

– 8 –

LETTER FROM THE BOARD

Subscription Shares

Assuming that there will be no change in the total number of Shares in issue (other than the issue of the Subscription Shares) between the Latest Practicable Date and the completion of the Proposed Investment:

  • (i) the Subscription Shares represent approximately 131.5% of the existing total number of H Shares in issue and approximately 16.4% of the existing total number of the Shares in issue as at the Latest Practicable Date; and

  • (ii) the Subscription Shares represent approximately 56.8% of the total number of H Shares in issue and approximately 14.1% of the total number of the Shares in issue as enlarged by the issue of the Subscription Shares immediately following the completion of the Proposed Investment.

Subscription Price

The Subscription Price is HK$30.19 per Subscription Share and represents:

  • (i) a discount of approximately 28.3% to the closing price of HK$42.08 per H Share as quoted on the Hong Kong Stock Exchange on 18 March 2026, being the last trading day preceding the date of the Strategic Investment Agreement;

  • (ii) a discount of approximately 25.6% to the average closing price of approximately HK$40.56 per H Share as quoted on the Hong Kong Stock Exchange for the last five consecutive trading days immediately preceding the date of the Strategic Investment Agreement;

  • (iii) a discount of approximately 25.8% to the average closing price of approximately HK$40.68 per H Share as quoted on the Hong Kong Stock Exchange for the last 10 consecutive trading days immediately preceding the date of the Strategic Investment Agreement;

  • (iv) a discount of approximately 25.0% to the average closing price of approximately HK$40.26 per H Share as quoted on the Hong Kong Stock Exchange for the last 20 consecutive trading days immediately preceding the date of the Strategic Investment Agreement;

– 9 –

LETTER FROM THE BOARD

  • (v) a discount of approximately 22.5% to the average closing price of approximately HK$38.95 per H Share as quoted on the Hong Kong Stock Exchange for the last 30 consecutive trading days immediately preceding the date of the Strategic Investment Agreement;

  • (vi) a discount of approximately 17.0% to the average closing price of approximately HK$36.37 per H Share as quoted on the Hong Kong Stock Exchange for the last 60 consecutive trading days immediately preceding the date of the Strategic Investment Agreement;

  • (vii) a discount of approximately 9.5% to the average closing price of approximately HK$33.35 per H Share as quoted on the Hong Kong Stock Exchange for the last 120 consecutive trading days immediately preceding the date of the Strategic Investment Agreement;

  • (viii) a discount of approximately 2.6% to the average closing price of approximately HK$30.98 per H Share as quoted on the Hong Kong Stock Exchange for the last 180 consecutive trading days immediately preceding the date of the Strategic Investment Agreement;

  • (ix) a premium of approximately 4.3% to the average closing price of approximately HK$28.95 per H Share as quoted on the Hong Kong Stock Exchange for the period from 10 March 2025 (being the Listing Date) to the last trading day immediately preceding the date of the Strategic Investment Agreement; and

  • (x) a premium of approximately 275.1% to the audited net asset value per share of approximately HK$8.05 per H Share as quoted on the annual report as of 31 December 2025.

The Subscription Price is equal to the Aggregate Subscription Price divided by the total number of Subscription Shares. The Aggregate Subscription Price and Subscription Shares were determined after arm’s length negotiations between the Company and Zijin Gold with reference to, among other things, the prevailing market trading prices of the H Shares in recent months, trading volumes, the volatility of gold prices, the Company’s business prospects and potential strategic synergies arising from Zijin Group’s participation in the Group. In the event that completion of the Proposed Investment occurs on or after the 2025 Ex-Dividend Date, the Aggregate Subscription Price shall be adjusted downward by the following amount (the “ Adjustment Amount ”):

Adjustment Amount = 2025 H Share Aggregate Dividend ÷ total number of H Shares in issue as at the 2025 Dividend Record Date × total number of Subscription Shares.

– 10 –

LETTER FROM THE BOARD

For the avoidance of doubt, no adjustment shall be made to the Aggregate Subscription Price if completion of the Proposed Investment occurs before the 2025 Ex-Dividend Date.

In respect of the Proposed Investment, the Directors are of the view that the terms of the Strategic Investment Agreement (including the Subscription Price) are fair and reasonable, on normal commercial terms, and in the interests of the Company and the Shareholders as a whole.

The Subscription Shares have an aggregate nominal value of RMB310,902,731.00 based on a nominal value of RMB1.00 per H Share.

The Subscription Price was determined after arm’s length negotiations between the Company and Zijin Gold, with reference to market conditions, sector dynamics and the strategic nature of the investment, including the following key factors:

  • (i) The Board considered the recent trading prices of the H Shares. The Subscription Price of HK$30.19 per H Share represents a discount of approximately 28.3% to the closing price on the last trading day, and discounts ranging from approximately 26.6% to 2.6% to the average closing prices over the last 5 to 180 consecutive trading days, while representing a premium of approximately 4.3% to the average closing price since the Listing Date. The Board assessed the Subscription Price with reference to the overall historical trading range, rather than a single-day market price.

  • (ii) The Board considered the recent volatility in international gold prices and the corresponding valuation adjustments across the gold mining sector. During the period from 18 March 2026 to 20 March 2026, international gold prices declined by approximately 8.6%, while the share prices of comparable Hong Kong-listed gold mining companies declined by approximately 9.5% on average. Based on the Subscription Price, the implied 2025 P/E multiple of the Company is approximately 16.3x, which is broadly in line with the average 2025 P/E multiple, 17.6x, of comparable global gold mining peers (Newmont, Agnico Eagle, Barrick, AngloGold Ashanti and Gold Fields).

  • (iii) The Board reviewed recent strategic placements in the Hong Kong market with deal sizes exceeding HK$50 million and noted that such transactions were generally priced at discounts, with an average discount of approximately 26%-30% to prevailing market prices. The Board considers the Subscription Price to be broadly consistent with such market precedents for strategic investments.

– 11 –

LETTER FROM THE BOARD

  • (iv) The Board considered the Company’s business prospects and the strategic value of Zijin Group’s participation. Zijin Group is a leading global integrated mining group with extensive experience across exploration, mine development and operations. The Board expects that Zijin Group’s participation may generate long-term strategic benefits, including improvements in exploration efficiency, operational execution, technical capability enhancement and financial flexibility. The strategic nature of the investment was therefore considered to justify a market-consistent subscription discount.

The A Share transfer price was independently negotiated between the selling shareholder(s) and Zijin Gold as a bilateral secondary share transfer, with the consideration payable to the selling shareholder(s) (and not to the Company). The transfer price therefore reflects the commercial context of a negotiated secondary stake transfer (including the change in the single largest shareholder group and related arrangements between the selling shareholder(s) and Zijin Gold) and is not directly comparable to the Subscription Price. The Board also noted that since the Company’s H Share listing, the trading price of the H Shares has traded at a discount to the A Shares, and that the two classes of shares are traded in different markets and are not fungible. The Board therefore considers the existence of a pricing difference between the A Share transfer and the H Share subscription to be reasonable.

Having considered the factors set out above (including the basis on which the Subscription Price was determined by reference to recent trading prices and other relevant market factors, and the strategic and financial benefits expected to accrue to the Company and its Shareholders as a whole as a result of the Proposed Investment), the Board is of the view that the terms of the Strategic Investment Agreement (including the Subscription Price) are on normal commercial terms, fair and reasonable, and in the interests of the Company and its Shareholders as a whole. The Company also notes that none of its Directors or senior management are parties to the Share Transfer, which the Board considers to be consistent with continued alignment with Shareholders and confidence in the Company’s business prospects following completion of the Proposed Investment.

The Board also considered the dilution effect on existing Shareholders arising from the issue of the Subscription Shares. Based on calculations prepared in accordance with Rule 7.27B of the Listing Rules, the theoretical dilution effect is well below the 25% threshold prescribed under the Listing Rules. Having regard to the strategic, operational and financial benefits expected from the introduction of Zijin Group as a long-term strategic shareholder, the Board considers such dilution to be acceptable.

– 12 –

LETTER FROM THE BOARD

Rights and Ranking of the Subscription Shares

The Subscription Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the other H Shares in issue on the date of allotment and issue of the Subscription Shares.

Conditions Precedent to the Proposed Investment

The completion of the Proposed Investment is conditional upon the following conditions (the “ Conditions ”) having been fulfilled (or waived, as the case may be) on or before the Long Stop Date:

  • (i) the passing of necessary resolution(s) by the Shareholders to approve the Strategic Investment Agreement and the transactions contemplated thereunder, including the grant of the Specific Mandate to issue the Subscription Shares;

  • (ii) the Listing Committee of the Hong Kong Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares (and such listing and permission not subsequently revoked prior to the delivery of definitive share certificate(s) representing the Subscription Shares);

  • (iii) a no further review decision or unconditional no prohibition decision having been issued by the State Administration for Market Regulation of the PRC, pursuant to the Anti-monopoly Law of the PRC (as amended, effective 1 August 2022);

  • (iv) there is no change in the single largest shareholder group between the date of the Strategic Investment Agreement and the Completion Date, save for the completion of the Share Transfer;

  • (v) all approvals required for the Proposed Investment under any contract or applicable law having been obtained by the Company;

  • (vi) Zijin Gold having obtained the approval from or completed the filing with the relevant department of the State-owned Assets Supervision and Administration Commission of the PRC;

  • (vii) Zijin Gold having obtained the approval from or completed the filing with:

  • (a) the National Development and Reform Commission of the PRC or its local counterpart;

– 13 –

LETTER FROM THE BOARD

  • (b) the Ministry of Commerce of the PRC or its local counterpart; and

  • (c) the State Administration of Foreign Exchange of the PRC,

and all such acknowledgements, approvals and consents remaining in full force and unrevoked;

  • (viii) all other regulatory approvals that Zijin Gold determines as necessary having been obtained or made (as applicable) and remaining in full force and effect and all applicable waiting periods, suspensory periods or similar time limits under applicable laws relating to the regulatory approvals having expired or been terminated;

  • (ix) the fundamental warranties being true and correct in all respects (disregarding all qualifications as to materiality or Material Adverse Effect) as of the date of the Strategic Investment Agreement and at all times up to and including the Completion Date;

  • (x) as of the date of the Strategic Investment Agreement and at all times up to and including the Completion Date, there not having occurred any inaccuracy in or breach of any tax warranties and business warranties, which inaccuracy or breach, individually or in the aggregate with other inaccuracies or breaches, has constituted or would reasonably be expected to constitute a Material Adverse Effect (for the purpose of determining whether this condition has been satisfied, all qualifications as to “materiality”, “Material Adverse Effect”, or other similar materiality qualifications contained in the tax warranties and business warranties shall be disregarded);

  • (xi) the Company having performed or complied in all material respects with all agreements and covenants required by the Strategic Investment Agreement to be performed or complied with by it on or prior to the Completion Date;

  • (xii) since the date of the Strategic Investment Agreement, there not having occurred any Material Adverse Event that is continuing; and

  • (xiii) the listing status of the Company on the Hong Kong Stock Exchange not having been revoked or cancelled, and the H Shares on the Hong Kong Stock Exchange (except for trading halt(s) not exceeding ten (10) consecutive trading days (or such other relevant period as may be agreed by Zijin Gold in writing) or trading halt(s) relating to the Proposed Investment and all transactions contemplated under the Strategic Investment Agreement); and the Hong Kong Stock Exchange or the SFC not having indicated that the listing status of the Company will be suspended, cancelled or revoked at any time after Completion.

– 14 –

LETTER FROM THE BOARD

Save for the Conditions set out in (i), (ii), (iii), (vi), (vii) and (viii) which cannot be waived, Zijin Gold is entitled (but not obligated) to waive whether in whole or in part and conditionally or unconditionally any of the Conditions by notice in writing to the Company.

As at the Latest Practicable Date, none of the Conditions were satisfied.

Completion of the Proposed Investment

Subject to the fulfilment (or waiver, as the case may be) of the Conditions (and assuming Specific Mandate is obtained), completion of the Proposed Investment shall take place on such date as notified by the Investor to the Company in writing (the “ Completion Date ”). For a period of 18 months following the Completion Date, Zijin Gold (or its nominee) shall not transfer any Subscription Shares to any party other than an affiliate of Zijin Gold without prior written consent from the Company.

Termination

Subject to certain provisions of the Strategic Investment Agreement, the Strategic Investment Agreement may be terminated at any time prior to the Completion Date:

  • (i) by mutual agreement between the Company and Zijin Gold; and

  • (ii) by the Company or Zijin Gold if the completion of the Proposed Investment shall not have occurred by the Long Stop Date or any other date as may be agreed in writing between the Company and Zijin Gold; provided, however, that with respect to the completion of the Proposed Investment, the right to terminate the Strategic Investment Agreement shall not be available to a party if such party’s action or failure to act has been a principal cause of or resulted in the failure of completion of the Proposed Investment to occur on or before such date and such action or failure to act constitutes a breach of the Strategic Investment Agreement.

Application for Listing

The Company will make an application to the Hong Kong Stock Exchange for the grant of the listing of, and permission to deal in, the Subscription Shares.

– 15 –

LETTER FROM THE BOARD

EFFECT OF THE PROPOSED INVESTMENT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

For illustrative purposes only, and assuming that there is no other change in the issued share capital of the Company from the Latest Practicable Date up to the completion of the Proposed Investment and the Share Transfer, the following table illustrates (i) the existing shareholding structure of the Company as at the Latest Practicable Date; (ii) the shareholding structure immediately upon completion of the Proposed Investment only; and (iii) the shareholding structure immediately upon completion of the Proposed Investment and the Share Transfer.

A Shares
Wang Jianhua
Gao Bo
Yang Yi-fang
Lyu Xiaozhao
Zhao Qiang
Li Jinyang(2)
Zhejiang Hanfeng(2)
Zijin Group(3)
Other public A Shareholders
Sub-total
H Shares
Zijin Group(3)
Other public H Shareholders
Sub-total
Total
As at the
Number
of Shares
74,200,071
153,500
113,000
111,700
204,000
190,410,595
51,515,151
160,000
1,347,043,361
1,663,911,378
18,673,400
217,826,400
236,499,800
1,900,411,178
Latest Practicable Date
% of issued
Shares in the
same type
Approximate%
of entire
issued Shares
4.46%
3.90%
0.01%
0.01%
0.01%
0.01%
0.01%
0.01%
0.01%
0.01%
11.44%
10.02%
3.10%
2.71%
0.01%
0.01%
80.96%
70.88%
100.00%
87.56%
7.90%
0.98%
92.10%
11.46%
100.00%
12.44%

100.00%
Immediately upon completion
of the Proposed Investment only
Number
of Shares
% of issued
Shares in the
same type
Approximate%
of entire
issued Shares
74,200,071
4.46%
3.36%
153,500
0.01%
0.01%
113,000
0.01%
0.01%
111,700
0.01%
0.01%
204,000
0.01%
0.01%
190,410,595
11.44%
8.61%
51,515,151
3.10%
2.33%
160,000
0.01%
0.01%
1,347,043,361
80.96%
60.92%
1,663,911,378
100.00%
75.25%
329,576,131
60.21%
14.90%
217,826,400
39.79%
9.85%
547,402,531
100.00%
24.75%
2,211,313,909

100.00%
Immediately upon completion of the
Proposed Investment and the Share Transfer
Number of
Shares
% of issued
Shares in the
same type
Approximate%
of entire
issued Shares
74,200,071
4.46%
3.36%
153,500
0.01%
0.01%
113,000
0.01%
0.01%
111,700
0.01%
0.01%
204,000
0.01%
0.01%
0
0.00%
0.00%
0
0.00%
0.00%
242,085,746
14.55%
10.95%
1,347,043,361
80.96%
60.92%
1,663,911,378
100.00%
75.25%
329,576,131
60.21%
14.90%
217,826,400
39.79%
9.85%
547,402,531
100.00%
24.75%
2,211,313,909

100.00%
Immediately upon completion of the
Proposed Investment and the Share Transfer
Number of
Shares
% of issued
Shares in the
same type
Approximate%
of entire
issued Shares
74,200,071
4.46%
3.36%
153,500
0.01%
0.01%
113,000
0.01%
0.01%
111,700
0.01%
0.01%
204,000
0.01%
0.01%
0
0.00%
0.00%
0
0.00%
0.00%
242,085,746
14.55%
10.95%
1,347,043,361
80.96%
60.92%
1,663,911,378
100.00%
75.25%
329,576,131
60.21%
14.90%
217,826,400
39.79%
9.85%
547,402,531
100.00%
24.75%
2,211,313,909

100.00%
14.90%
9.85%
24.75%
100.00%

– 16 –

LETTER FROM THE BOARD

Notes:

  • (1) The aggregate percentage may not sum to total due to rounding.

  • (2) On 22 March 2026, Ms. Li and Zhejiang Hanfeng entered into the Share Transfer Agreement with Zijin Gold, pursuant to which Ms. Li and Zhejiang Hanfeng agreed to transfer an aggregate of 241,925,746 A Shares to Zijin Gold. Completion of the Share Transfer is subject to the fulfilment of the conditions precedent set out therein.

  • (3) Upon completion of the Proposed Investment and the Share Transfer, Zijin Group will hold 571,661,877 Shares, representing approximately 25.85% of the total issued Shares of the Company. Accordingly, Zijin Group will become the single largest shareholder of the Company.

EQUITY FUND RAISING ACTIVITY OF THE COMPANY IN THE PAST 12 MONTHS

The Company had not conducted any equity fund raising activity by issuing equity securities in the 12 months immediately before the Latest Practicable Date.

REASON FOR AND BENEFITS OF THE PROPOSED INVESTMENT

Zijin Group is a global leading integrated mining group which operates mining assets in 18 countries globally. In terms of 2025 gold production volume, Zijin Group is the largest gold producer in China and top five gold producers globally, with the 2025 gold production volume of 89.5 tonnes. It has extensive experience in the mining industry across resource exploration, mine development, mining, processing and long-term mine operation, with a proven track record.

– 17 –

LETTER FROM THE BOARD

The Company considers that Zijin Group’s mature techniques in the mining industry and strong execution capabilities are highly complementary to the Company’s future development trajectory. Such integrated and system-level capabilities can provide the Company with continuous, stable and replicable long-term support.

Zijin Group’s capability to accelerate the realization of the Company’s resource value and growth potential

The Company has a portfolio of high-quality mining assets both domestically and overseas, underpinned by a strong resource endowment and attractive ore grades, with meaningful upside from further exploration and resource conversion. In particular, the Company’s operations in Laos exhibit substantial development potential, and the Company achieved a significant exploration breakthrough in 2025 that led to the addition of over 100 tonnes of gold resources. However, the timely realization of such resource value and growth potential typically requires significant and sustained resources inputs across capital, technical capabilities and experienced talent. Leveraging Zijin Group’s scale, financial strength and deep bench of seasoned professionals, the Company believes that Zijin Group is well positioned to accelerate value creation by enhancing execution efficiency and shortening the cycle from resource potential to production and cash flow generation. In particular, with Zijin Group’s industry-leading geological exploration capabilities, the Company expects to further strengthen its exploration efficiency and resource conversion rates, thereby enhancing the potential for additional resource and reserve growth.

Operation synergies to improve operating efficiency and cost structure

Zijin Group and the Company are highly complementary in their operational capabilities. The Company believes the strategic partnership may enable practical operational collaboration and potential synergies, including coordinated procurement, supply chain and logistics coordination, workforce and technical capability sharing, and enhanced downstream customer coordination, which may improve operating efficiency and optimize overall cost structure. In particular, the geographic proximity of the parties’ operations in Ghana provides a practical basis for potential regional collaboration.

– 18 –

LETTER FROM THE BOARD

Strengthened capital base to support expansion

Zijin Group’s investment would significantly enhance the Company’s financial strength and provide additional funding to support its business operations and future development. The Company still needs continuous capital expenditure to support ongoing mine development and growth initiatives. Against a macroeconomic environment characterized by heightened uncertainty and increased volatility in gold prices in recent years, it is particularly important for the Company to maintain a strong and flexible financial position to ensure stable operations and prudent execution of its business plans. The strengthened capital base is expected to improve the Company’s overall financial flexibility and access to a broader range of funding sources and potentially more favourable financing terms, thereby providing meaningful support for its future capital expenditure plans, project expansion and construction, as well as the pursuit of high-quality external growth opportunities (including potential acquisitions) as and when appropriate.

Accordingly, the Directors (including all of the independent non-executive Directors) are of the view that the terms of the Strategic Investment Agreement are fair and reasonable, on normal commercial terms, and that the Strategic Investment Agreement and the transactions contemplated thereunder, including the introduction of Zijin Group as a strategic investor, are in the interests of the Company and the Shareholders as a whole.

USE OF PROCEEDS

The gross proceeds from the Proposed Investment amount to approximately HK$9,386 million, while the net proceeds from the Proposed Investment (the “ Net Proceeds ”), after deduction of the related fees, costs and expenses, are estimated to be approximately HK$9,292 million, representing a net Subscription Price of approximately HK$29.89 per Subscription Share.

In determining the allocation of the Net Proceeds, the Company has taken into account its overall business development plan, including its medium-to long-term production growth targets, resource expansion strategy and overseas expansion focus, which are consistent with its stated strategic objectives. In particular, the Company aims to (i) increase gold production and reserves through expansion of existing core assets, (ii) enhance reserves and resource volume through intensified exploration, and (iii) expand its overseas asset portfolio through selective acquisitions of high-quality mining assets. The allocation of the Net Proceeds is intended to support these initiatives and fund the Company’s ongoing annual capital expenditure requirements.

– 19 –

LETTER FROM THE BOARD

The allocation of the Net Proceeds as set out below reflects a combination of (i) quantitative factors, including the estimated capital expenditure requirements of identified projects, expected development timelines and funding gaps, and (ii) qualitative considerations, including strategic priority, risk profile, asset quality and expected return on investment.

The Company intends to apply the Net Proceeds for the following purposes:

  1. Approximately HK$4,646 million, representing 50% of the Net Proceeds, will be used for expansion, production increase and exploration at existing overseas mines.

The allocation to this category reflects the Company’s intention to continue the expansion and increased production at its two existing overseas mines, to intensify geological exploration work, and to conduct regional and depth exploration within existing mining rights while expanding peripheral exploration rights. In terms of Sepon Gold and Copper Mine in Laos, the Company intend to use the proceeds for (a) continued underground mining drivage works, construction of new mining tunnels and increase in stope panels; (b) continued procurement of additional equipment for the concentrator plant, expansion and technical upgrades including centrifuge and shielding machine technical retrofit projects; (c) mining development in the Khanong pit and Thenkham pit; (d) construction of a new 1.2 million tonne per annum processing plant; (e) pre-construction and operational stripping works for new openpit mine; (f) preliminary exploration, construction of a 60-kilometre connecting road, and pre-feasibility and feasibility studies for the SND project; (g) deep and peripheral exploration works and infill drilling in the SND area; (h) exploration in the main mining area, at depth and in surrounding areas to extend the mine life; and (i) tailings storage facilities expansion works. And in terms of the Wassa Gold Mine in Ghana, the Company intends to use the proceed for (a) infill drilling to upgrade reserves and categories resources; (b) capital expenditure for the construction of Father Brown decline ramp, which is scheduled to commence in 2026; (c) construction of a new 1.2 million tonnes per annum processing plant in the southern area; (d) expansion and technical upgrade of the existing processing plant, targeting a 500,000 tonnes per annum increase in processing capacity; (e) continued open-pit development, stripping and related works at the Benso open-pit mine; (f) continued underground drivage, construction of new mining tunnels and increase in stope panels; (g) exploration in the main mining area, at depth and in surrounding areas to extend mine life; (h) mobilisation of exploration teams and procurement of additional exploration equipment; and (i) construction of a new tailings storage facilities in the southern area.

– 20 –

LETTER FROM THE BOARD

The Directors consider that the significant allocation to this category is justified on the basis that the existing overseas mines represent the most capital-efficient near-term opportunity to grow production and reserves, given the advanced stage of development of the underlying assets and their demonstrated production track record.

  1. Approximately HK$1,858 million, representing 20% of the Net Proceeds, will be used for acquisition of high-quality overseas mining assets.

Since the Listing Date, the Company has continued to evaluate potential merger and acquisition opportunities as part of its normal business development activities. While no specific acquisition target has been identified at this stage, the Company is actively evaluating suitable overseas mining asset acquisition opportunities as and when appropriate.

Given that newly discovered gold deposits within the PRC are limited and domestic gold grades are generally relatively low, the Company plans to focus on identifying and acquiring suitable high-quality overseas mining assets to supplement its organic growth strategy. As disclosed in the section “FUTURE PLANS AND USE OF PROCEEDS” of the Prospectus, the Company intends to use approximately HK$1,154.7 million for the acquisition of sizable, high-quality mining assets, being the entry price estimated by the management of the Company for joining the acquisition of ideal mining assets. However, since the Listing Date, international gold prices have increased significantly, from approximately US$2,900/oz as at the Listing Date to over US$4,700/oz as at 13 April 2026, representing an increase of over 60.0%. This sustained appreciation has, in turn, led to higher valuation expectations and acquisition prices for quality gold mining assets globally. Against this evolving market backdrop, the original entry price of HK$1,154.7 million is no longer sufficient to meet the funding requirements for comparable ideal mining assets. In addition, the acquisition of ideal mining assets has become increasingly competitive and typically requires the purchaser to demonstrate the ability to provide timely and substantial funding. Accordingly, the Company intends to further allocate approximately HK$1,858 million towards the acquisition of suitable high-quality overseas mining assets to meet the additional funding requirements.

– 21 –

LETTER FROM THE BOARD

In line with its stated growth strategy, the Company adopts a selective and disciplined approach to acquisitions, with a focus on opportunities that are strategically complementary to its existing operations. In evaluating potential targets, the Company places primary emphasis on asset quality, including resource scale, grade profile and cost competitiveness. The Company also considers asset location, prioritising projects that generate operational or strategic synergies while progressively expanding into jurisdictions with established mining frameworks. To manage execution and development risks, the Company generally focuses on producing assets or projects that are close to production. The Company seeks to pursue acquisition opportunities that allow it to exercise appropriate influence over the operations and support the long term development of its asset portfolio.

The proposed allocation of Net Proceeds towards potential acquisitions reflects the Company’s funding needs under its growth strategy, taking into account the increased scale of capital required for overseas gold mining acquisitions in the current market environment. Such acquisitions, while typically involving substantial upfront investment, are expected to drive meaningful increases in the Company’s production capacity and mineral reserves over the medium to long term.

The above allocation towards potential acquisitions reflects the Company’s funding needs in light of its growth strategy to acquire high-quality, large-scale overseas gold mining assets, which typically involve substantial funding requirement but are expected to drive meaningful increases in production and reserves.

  1. Approximately HK$2,788 million, representing 30% of the Net Proceeds, will be used for general corporate purposes.

Approximately 10% of the Net Proceeds (HK$929 million) will be used for the repayment of bank loans, with the remaining HK$1,858 million of the Net Proceeds to be used for complementing the Group’s working capital level, including increasing inventory of spare parts, chemical, diesel, acid to meet the requirements of expanded production capacity.

The Directors consider the allocation to general corporate purposes to be appropriate to ensure that the Group maintains sufficient liquidity to support its enlarged operations following Completion and to service its existing indebtedness.

The Net Proceeds are expected to be fully utilized by the end of 2029. This expected timeline is based on the Directors’ best estimation and may be subject to change depending on the future development of the Group and the market conditions and business conditions.

– 22 –

LETTER FROM THE BOARD

INFORMATION OF THE PARTIES

The Company

The Company is a joint stock company incorporated under the laws of the PRC with limited liability, principally engaged in gold mining, processing and sales. The Shares of the Company are dual listed, where the A Shares of the Company are listed on the Shanghai Stock Exchange (stock code: 600988) and H Shares of the Company are listed on the Hong Kong Stock Exchange (stock code: 6693).

Zijin Gold

Zijin Gold is a limited liability company established under the laws of the PRC and a whollyowned subsidiary of Zijin Mining Group.

Zijin Mining Group

Zijin Mining Group is a joint stock limited company incorporated in the PRC, principally engaged in mining, production, refining and sales of gold and other mineral resources. The shares of Zijin Mining Group are dual listed on the Shanghai Stock Exchange (stock code: 601899) and the Hong Kong Stock Exchange (stock code: 2899).

3. EGM

The EGM is to be held at Chifeng Gold, Conference Room, A7 Xiaojing, Wanfeng Road, Fengtai District, Beijing, the PRC at 1:00 p.m. on Thursday, 7 May 2026. The notice of the EGM is set out on pages EGM-1 to EGM-3 of this circular. As of the Latest Practicable Date, Ms. Li and Zhejiang Hanfeng are interested in 190,410,595 A Shares and 51,515,151 A Shares, respectively, representing approximately 10.02% and 2.71% of the total issued share capital of the Company (i.e. A Shares and H Shares), respectively. Zijin Group is interested in 160,000 A Shares and 18,673,400 H Shares, representing approximately 0.01% and 0.98% of the total issued share capital of the Company (i.e. A Shares and H Shares, respectively). They are interested in the subject matter of the resolution in relation to the issue of new H Shares under the Specific Mandate, and accordingly, each of Ms. Li, Zhejiang Hanfeng and Zijin Group will abstain from voting on the aforesaid resolution at the EGM. Save as disclosed above, no Shareholder is required to abstain from voting in relation to the matters to be resolved at the EGM.

– 23 –

LETTER FROM THE BOARD

The Proxy Form for H Shareholders for the EGM is enclosed with this circular. Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a Shareholder. If you intend to appoint a proxy to attend the EGM and vote on your behalf, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return it, by hand, by post or by facsimile, to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders only) as soon as possible and in any event not later than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be) (i.e. before 1:00 p.m. on Wednesday, 6 May 2026). Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish.

Closure of H Share Register of Members

In order to determine the H Shareholders who are entitled to attend the EGM, the register of members of H Shares of the Company will be closed from Wednesday, 29 April 2026 to Thursday, 7 May 2026 (both days inclusive), during which period no transfer of shares will be registered. H Shareholders who have lodged the duly completed transfer documents accompanied by the relevant share certificates with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:30 p.m. on Tuesday, 28 April 2026, the transferee but not the transferor shall be regarded as holder of the relevant H Shares and will be entitled to attend and vote at the EGM. H Shareholders whose names are recorded in the register of members of the Company on Wednesday, 29 April 2026 are entitled to attend the EGM.

General

The English translation of this circular are for Shareholders’ reference only. In case there is any inconsistency between the English and Chinese versions, the Chinese version shall prevail.

– 24 –

LETTER FROM THE BOARD

4. VOTING BY POLL

Pursuant to the Hong Kong Listing Rules, all the votes at general meetings must be taken by poll (except where the chairman of the meeting permits a resolution which relates solely to a procedural or administrative matter to be voted on by show of hands). The chairman of the EGM shall request the resolution set out in the notice of the EGM to be voted on by poll. Results of the poll voting will be published on the Company’s website at www.cfgold.com and the website of HKExnews at www.hkexnews.hk after the EGM.

5. RECOMMENDATION

The Board (including all independent non-executive Directors) considers that the resolution set out in the notice of the EGM are in the interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolution.

6. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any declaration or statement herein or this circular misleading.

By order of the Board Chifeng Jilong Gold Mining Co., Ltd. Wang Jianhua

Chairman and Executive Director

– 25 –

NOTICE OF 2026 EXTRAORDINARY GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

==> picture [171 x 51] intentionally omitted <==

Chifeng Jilong Gold Mining Co., Ltd. 赤峰吉隆黃金礦業股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(H Shares Stock Code: 6693)

NOTICE OF 2026 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2026 Extraordinary General Meeting (the “ EGM ”) of Chifeng Jilong Gold Mining Co., Ltd. (the “ Company ”) will be held at 1:00 p.m. on Thursday, 7 May 2026, at Chifeng Gold, Conference Room, A7 Xiaojing, Wanfeng Road, Fengtai District, Beijing, the People’s Republic of China (the “ PRC ”) to consider and approve the following matter:

SPECIAL RESOLUTION

  1. To consider and approve the issuance and allotment of 310,902,731 new H Shares under the specific mandate.

By order of the Board

Chifeng Jilong Gold Mining Co., Ltd.

Wang Jianhua

Chairman and Executive Director

Beijing, the PRC, 20 April 2026

EGM – 1

NOTICE OF 2026 EXTRAORDINARY GENERAL MEETING

Notes:

  • (A) The Company’s register of H Shares members will be closed from Wednesday, 29 April 2026 to Thursday, 7 May 2026 (both days inclusive), during such period no transfer of H Shares will be registered. H Shareholders whose names appear on the H Share register of members on Wednesday, 29 April 2026 (being the record date) will be entitled to attend and vote at the EGM to be convened on Thursday, 7 May 2026 at Chifeng Gold, Conference Room, A7 Xiaojing, Wanfeng Road, Fengtai District, Beijing, the PRC. In order to be qualified for attending and voting at the EGM, all documents on transfers of H Shares must be lodged with the H Share registrar of the Company no later than 4:30 p.m. on Tuesday, 28 April 2026.

The address of the H Share registrar of the Company is: Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor, Hopewell Centre 183 Queen’s Road East, Wanchai Hong Kong

(B) Details of the correspondence address of the Company are as follows: A7 Xiaojing, Wanfeng Road Fengtai District Beijing The PRC Tel: (86) 010-53232310 Fax: (86) 010-53232310

  • (C) H Shareholders who have the right to attend and vote at the EGM are entitled to appoint one or more proxies (whether or not a member) in writing to attend and vote on their behalf. For those shareholders who appoint more than one proxy, such proxies can only exercise their voting rights by way of polls. Shareholders or their proxies attending the EGM shall produce their identity documents.

  • (D) The instrument appointing a proxy must be in writing and signed by the appointer or his/her attorney duly authorised in writing. In the event that such instrument is signed by an attorney of the appointer, an authorisation instrument that authorises such signatory shall be notarised.

  • (E) To be valid, the proxy form (and if the proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, then together with such power of attorney or other authority) must be deposited at the Registrar of H Shares of the Company – Computershare Hong Kong Investor Services Limited no later than 24 hours before the specified time for the holding of the EGM (i.e., no later than 1:00 p.m. on Wednesday, 6 May 2026, Hong Kong time). The address is: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

  • (F) If a proxy is appointed to attend the EGM on behalf of a Shareholder, the proxy must indicate its identification document and the authorisation instrument with the date of issue and duly signed by the proxy and its legal representative, and in the case of legal representative of legal person shareholders, such legal representative must show its own identification document and valid document to identify its identity as legal representative. If a legal person shareholder appoints a company’s representative other than its legal representative to attend the EGM, such representative must show its own identification document and the authorisation instrument bearing the company chop of the legal person shareholder and duly signed by its legal representative.

EGM – 2

NOTICE OF 2026 EXTRAORDINARY GENERAL MEETING

  • (G) Completion and delivery of the proxy form will not preclude a H Shareholder from attending and voting in person at the EGM if he/she so wishes.

  • (H) H Shareholders or their agents attending the 2026 EGM must show their own identification documents.

  • (I) The EGM is expected to last for a half day, and H Shareholders attending the EGM will be responsible for their own travelling and accommodation expenses.

  • (J) The 2026 EGM will be voted on by poll. Results of the poll voting will be published on HKEXnews’ website (www.hkexnews.hk) and the Company’s website (www.cfgold.com).

CLOSURE OF REGISTER OF H SHARE MEMBERS

In order to determine the H Shareholders who are entitled to attend the EGM, the register of members of H Shares of the Company will be closed from Wednesday, 29 April 2026 to Thursday, 7 May 2026 (both days inclusive), during which period no transfer of shares will be registered. H Shareholders who have lodged the duly completed transfer documents accompanied by the relevant share certificates with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:30 p.m. on Tuesday, 28 April 2026, the transferee but not the transferor shall be regarded as holder of the relevant H Shares and will be entitled to attend and vote at the 2026 EGM. H Shareholders whose names are recorded in the register of members of the Company on Wednesday, 29 April 2026 are entitled to attend the EGM.

As of the date of this notice, the executive Directors are Mr. Wang Jianhua, Mr. Gao Bo, Ms. Yang Yi-fang, Mr. Lyu Xiaozhao and Mr. Zhao Qiang, the non-executive Director is Mr. Zhang Xudong, and the independent non-executive Directors are Dr. Wong Yet Ping Ambrose, Prof. Hu Nailian, Dr. Li Houmin and Dr. Jiang Qi.

EGM – 3