Shandong Gold Mining Co., Ltd. — Capital/Financing Update 2021

Nov 30, 2021

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 reliance upon the whole or any part of the contents of this announcement.

==> picture [74 x 80] intentionally omitted <==

SHANDONG GOLD MINING CO., LTD. 山東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)

(Stock Code: 1787)

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Set out below is the Announcement on Provision of Guarantee for the Financing of Shandong Gold Mining (Laizhou) Co., Ltd. published by Shandong Gold Mining Co., Ltd. (the “ Company ”) on the website of the Shanghai Stock Exchange at www.sse.com.cn, for information purpose only.

By order of the Board Shandong Gold Mining Co., Ltd. Li Guohong Chairman

Jinan, the PRC, 30 November 2021

As at the date of this announcement, the executive directors of the Company are Mr. Liu Qin, Mr. Wang Shuhai and Mr. Tang Qi; the non-executive directors of the Company are Mr. Li Guohong, Mr. Wang Lijun and Ms. Wang Xiaoling; and the independent non-executive directors of the Company are Mr. Wang Yunmin, Mr. Liew Fui Kiang and Ms. Zhao Feng.

Stock Code: 600547 Stock Abbreviation: SD GOLD Announcement No.: Lin 2021-079

Shandong Gold Mining Co., Ltd. Announcement on Provision of Guarantee for the Financing of Shandong Gold Mining (Laizhou) Co., Ltd.

The Company and all members of its board of directors guarantee the truthfulness, accuracy and completeness of the contents of this announcement, and severally and jointly accept the responsibility in case there are false representations and misleading statements contained in, or material omissions from, this announcement.

Important Notes:

 Name of the guaranteed entity: Shandong Gold Mining (Laizhou) Co., Ltd. (“Shandong Gold Laizhou Company”)

 Amount of the guarantee and the accumulated balance of the actual guarantee provided: Shandong Gold Mining Co., Ltd. (the “Company”) proposed to provide guarantee for the loan of Shandong Gold Mining (Laizhou) Co., Ltd. in an amount of RMB4,279 million. As at the date of this announcement, the Company does not provide any guarantee for Shandong Gold Laizhou Company.

 Counter-guarantee: nil

 Aggregated amount of overdue external guarantees: The Company has no aggregated amount of overdue guarantees.

I. OVERVIEW OF THE GUARANTEE

The Resolution on Provision of Guarantee for the Financing of Shandong Gold Mining (Laizhou) Co., Ltd. has been considered and approved at the sixteenth meeting of the sixth session of the Board of Directors and the ninth meeting of the sixth session of the Supervisory Committee of Shandong Gold Mining Co., Ltd. held on 30 November 2021. Shandong Gold Mining (Laizhou) Co., Ltd., a controlled subsidiary of the Company, proposed to apply to the bank for a merger and acquisition loan in an amount of no more than 60% of the acquisition consideration, i.e.

2

RMB4,279 million, in order to meet the funding needs of the acquisition. The Company proposed to provide joint and several liability guarantee for the loan.

The loan amount in relation to the external guarantee accounts for 13.52% of the audited net assets of the Company for 2020. According to the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, “a single guarantee in an amount exceeding 10% of the Company’s latest audited net assets shall be subject to consideration at the general meeting after the consideration and approval by the Board of Directors”. The guarantee shall be subject to consideration at the 2021 third extraordinary general meeting of the Company. The management of the Company will be authorised to handle all the matters relating to the guarantee upon the same being considered and approved at the general meeting.

II. BASIC INFORMATION OF THE GUARANTEED ENTITY

Company name: Shandong Gold Mining (Laizhou) Co., Ltd.

Place of incorporation: No. 609 Laizhou North Road, Laizhou City, Shandong Province

Registered capital: RMB430,176,400

Scope of business: Sales of gold, mineral products (except coal), mining equipment and materials. The following items shall only be operated by branches: gold mining and smelting; acquisition, processing, sales: gold products, silver products, gold concentrate, zinc concentrate, sulfur concentrate and iron ore concentrate; wholesale and retail of jewelry, metal jewelry and handicrafts; production and sales: construction materials and underground filling materials (for items subject to approval according to laws, operation activities may not be commenced until the approval has been obtained from the relevant authorities).

Shandong Gold Laizhou Company is a subsidiary established by the Company in Laizhou in 2003. As of now, it is held as to 95.31% by the Company and 4.69% by the Bank of China Financial Asset Investment Co., Ltd. As at 30 September 2021, Shandong Gold Laizhou Company had total assets of RMB13,773,580,400, total liabilities of RMB7,815,447,700, and net assets of RMB5,958,132,700. For the period from January to September 2021, its cumulative sales revenue and net profit

3

amounted to RMB1,592,232,800 and RMB-830,981,700, respectively.

III. SUBJECT MATTER OF THE GUARANTEE AGREEMENT

As at the date of this announcement, the Company and Shandong Gold Laizhou Company have not yet entered into relevant financing agreements with financial institutions, and the guarantee contract will be entered into together with the financing contract at the actual financing. The specific amount, scope, period and other arrangements of the guarantee are subject to the contents of the relevant documents then entered into. Upon consideration and approval of the guarantee at the general meeting, the management of the Company will be authorized to handle the matters in relation to the guarantee.

IV. OPINIONS OF THE BOARD OF DIRECTORS

The abovementioned guarantee is provided to meet the normal acquisition needs of a controlled subsidiary of the Company and is in line with the overall development strategy plan of the Company. Shandong Gold Laizhou Company is a controlled subsidiary of the Company. The Company can effectively control the risks and decisions of its daily operations. The guaranteed entity has sufficient solvency. The financial risks of the guarantee provided by the Company are controllable. There is no violation of laws, administrative regulations and other provisions and the provision of guarantee will not prejudice the interests of the Company and shareholders of the Company. Therefore, the Board of Directors approves the abovementioned guarantee.

V. OPINIONS OF INDEPENDENT NON-EXECUTIVE DIRECTORS

Wang Yunmin, Liew Fui Kiang and Zhao Feng, being independent non-executive directors of the Company, have conducted a prudent verification on relevant matters concerning the Company’s provision of guarantee for Shandong Gold Laizhou Company and provided independent opinions that the guarantee is to meet the funding needs of the acquisition by a controlled subsidiary of the Company so as to ensure the smooth implementation of the acquisition. Shandong Gold Laizhou Company, as the guaranteed entity, is a controlled subsidiary of the Company, the Company can keep track of its credit status in time, and the risks are all controllable. The guarantee and

4

consideration procedures are in compliance with relevant laws and regulations, regulatory documents and the Articles of Association, and are in the interests of the Company and all shareholders, without prejudice to the interests of the Company and minority shareholders. Accordingly, the independent non-executive directors of the Company have approved the resolution and agreed to submit the same to the 2021 third extraordinary general meeting of the Company for consideration.

VI. ACCUMULATED AMOUNT OF EXTERNAL GUARANTEES AND AMOUNT OF OVERDUE GUARANTEES

As at the date of this announcement, the loan contract amount in relation to external guarantees provided by the Company and its controlled subsidiaries is US$1,075 million, and the balance of loans for which guarantee has been actually provided is US$855 million (equivalent to RMB5,461,312,500). All are guarantees provided for the overseas financing of Shandong Gold Mining (Hong Kong) Co., Limited, a wholly-owned subsidiary of the Company. The balance of loans for which guarantee has been actually provided accounts for 17.25% of the Company's audited net assets for 2020. There is no overdue guarantee.

The announcement is hereby made.

The Board of Directors of Shandong Gold Mining Co., Ltd.

30 November 2021

5