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

Jun 25, 2021

50168_rns_2021-06-25_ccc0d0e8-fbbe-4b64-b6b3-fccbb9fee116.pdf

Capital/Financing Update

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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.

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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)

CONNECTED TRANSACTION ACQUISITION OF TARGET ASSETS AND CANCELLATION OF THE MINING RIGHT LEASE AGREEMENT

On 25 June 2021 (after trading hours) the Vendor and Purchaser entered into an Asset Transfer Contract pursuant to which the Vendor has conditionally agreed to sell, and the Purchaser, a wholly-owned subsidiary of the Company has conditionally agreed to purchase the Target Assets held by the Vendor at the Consideration of RMB169,317,000, which was determined based on the appraised value of the Target Assets as at the Valuation Date, being 31 March 2021 after deducting the amount of unpaid Mining Right. The parties also entered into the Cancellation Agreement on the same day to terminate the lease of the Target Assets.

HONG KONG AND SHANGHAI LISTING RULES IMPLICATIONS

SDG Group Co. is the controlling Shareholder, directly and indirectly holding approximately 45.08% of the issued share capital of the Company. Accordingly, the Mining Assets Acquisition constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules and is subject to reporting, announcement and independent Shareholders’ approval requirements.

As all the relevant percentage ratios (as defined under Rule 14.07 of the Hong Kong Listing Rules) of the Asset Transfer Contract are more than 0.1% but less than 5%, the Asset Transfer Contract is subject to reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Hong Kong Listing Rules.

– 1 –

The Directors, Mr. Li Guohong, Mr. Wang Lijun and Ms. Wang Xiaoling who also hold senior management positions in SDG Group Co., are deemed to have material interests in the Mining Assets Acquisition and have abstained from voting on the resolutions in relation to the Asset Transfer Contract proposed to the Board. Save as disclosed above, none of the Directors attended the Board meeting has a material interest in the Mining Assets Acquisition.

PROFIT FORECAST

The valuation report issued by Headmen Mining Right Appraisal Firm (General Partnership)* ( 北京海地人礦業權評估事務所(普通合夥)) on the market value of the Mining and Exploration Rights is prepared by a discounted cash flow method under the income approach.

As such, the valuation constitutes a profit forecast under Rule 14.61 of the Hong Kong Listing Rules. Further announcement will be made by the Company within 15 business days after publication of this announcement in compliance with Rule 14.60A and Rule 14.62 of the Hong Kong Listing Rules.

THE MINING ASSETS ACQUISITION

On 25 June 2021 (after trading hours), the Vendor and the Purchaser entered into the Asset Transfer Contract pursuant to which the Vendor has conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase the Target Assets at the Consideration of RMB169,317,000.

Date

25 June 2021

Parties

  1. SDG Group Co. (as Vendor)

  2. SDG Mining (Laizhou) (as Purchaser)

Consideration

The consideration of RMB169,317,000 payable by the Purchaser under the Asset Transfer Contract in connection with the Target Assets was determined based on:

  • (i) the appraised value of the subject mining right and exploration right of RMB184,998,300 as at the Valuation Date in the Mining Right Valuation Report issued by Headmen Mining Right Appraisal Firm (General Partnership)* ( 北京海地人礦業權評估事務 所(普通合夥)), which is qualified to engage in the valuation of Mining and Exploration Rights;

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  • (ii) the appraised value of the subject land use right of RMB42,874,600 in the Land Assets Valuation Report issued by Beijing Pan-China Appraisal Co., Ltd.* (北京天健興業資產 評估有限公司), which is qualified to engage in asset appraisal for securities business; and

  • (iii) according to the Supplemental Agreement to the Mining Right Grant Contract of Shandong Province (《山東省採礦權出讓合同補充協議》), the price to be paid by the Vendor for the grant of the subject mining right shall be made by instalments. The first instalment of RMB100,000,000 was paid on 25 December 2019 and RMB58,555,900 remains unpaid.

The Consideration for the Mining Assets Acquisition was determined by SDG Mining (Laizhou) and SDG Group Co. after arm’s length negotiation based on the appraised value of the Target Assets and taking into account the unpaid amount of Royalties for the Mining Right.

Payment Method

The Purchaser shall pay the Consideration by cash in one lump sum within 15 business days from the date of completion of the delivery of the Target Assets (delivery means the completion of change in ownership of the Target Assets as stated in the relevant certificates). The Group intends to pay the Consideration by the Group’s internal financial resources.

Registration of Change and Delivery

  1. Both parties shall cooperate together and apply to the competent authorities for the registration of change for the transfer of the Target Assets within seven days after the transfer payment is completed;

  2. After completion of the registration of change for the transfer, the Vendor shall simultaneously transfer the relevant geological data of the Mining and Exploration Rights to the Purchaser.

Contract Taking Effect

It shall take effect from the date when both parties sign and stamp their company chops, obtain the approval of the mineral resources authority and the resolution being approved by the Board.

THE CANCELLATION AGREEMENT

On 25 June 2021 (after trading hours), the parties also entered into the Cancellation Agreement of the Mining Right Lease Agreement to terminate the lease of the Target Assets (the “ Lease ”) with effect from the date of Completion. The Lease was entered into between SDG Group Co. and Jiaojia Gold Mine of SDG Mining (Laizhou), pursuant to which SDG Group Co. agreed to lease to SDG Mining (Laizhou) the Mining Rights for a period of three years beginning from 1 January 2020.

– 3 –

INFORMATION OF THE TARGET ASSETS

The Target Assets under the Asset Transfer Contract are the Mining and Exploration Rights and related land assets of Jiaojia Gold Mine held by SDG Group Co. The revenue and profit attributable to the Target Assets are not available in the Company’s and the Vendor’s accounts. The net asset value of the Target Assets as at 31 March 2021 was RMB180,362,900. As the Target Assets were self-developed by the Vendor and injected into the Vendor and not acquired by the Vendor from third party, there is no original acquisition costs of the Target Assets.

Jiaojia Gold Mine has a mining right license of 1.65 million tons/year and supporting assets related to production and operation, which belongs to the mine in production. It also has the Safety Production License issued by the Emergency Management Department of Shandong Province. The validity period is from 3 February 2020 to 2 February 2023. The production requirements relevant to mining are in place, and the above-mentioned supporting facilities and assets belonged to the Purchaser. As of the date of this announcement, the mining of Jiaojia Gold Mine is under production.

The following set out details of the mining right license, exploration right license and land use right of Jiaojia Gold Mine:

(i) Mining Right

Mining right owner: SDG Group Co. Mining license no.: C1000002011024120106483 Name of mine: Jiaojia Gold Mine of SDG Group Co. Mining type: Gold ore Production scale: 1.65 million tons/year Mining area: 1.888 square kilometers Validity period: 6 years from 1 September 2019 to 1 September 2025 Issuing authority: Ministry of Natural Resources

The mining right owned by SDG Group Co. is clear, has obtained legal mining license, is free from mortgage, pledge and any other restrictions on transfer, and it is not involved in any litigation, arbitration matters or judicial measures such as seizure and freezing and other circumstances that prevent the transfer of ownership of such mining right.

As of the valuation reference date (31 March 2021), the valuation scope of the mining right held by Jiaojia Gold Mine of SDG Group Co. reserved 3,778,500 tons of gold ore, 12,437.00 kilograms of gold metal with an average grade of 3.29g/t; 26,650.00 kilograms of associated mineral silver (333) with an average grade of 7.05g/t; 124,900 tons of associated (333) pure sulfur with an average grade of 1.94%.

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Payment of Royalties for Mining Rights

According to the Interim Administrative Measures for the Collection of Proceeds from Mining Rights Grant (CZ [2017] No. 35) (《礦業權出讓收益徵收管理暫行辦法》(財 綜 [2017]35 號)) and the Circular of the Ministry of Finance and the Ministry of Natural Resources on the Issuance of the Interim Administrative Measures for the Collection of Proceeds from Mining Rights Grant (《財政部、自然資源部關於印發〈礦業權 出讓收益徵收管理暫行辦法〉的通知》) jointly issued by the Ministry of Finance and the Ministry of Natural Resources, in 2019, Qingdao Hengyuande Mining Rights Appraisal and Consulting Co. Ltd. ( 青島衡遠德礦業權評估諮詢有限公司 ) was engaged by the Department of Natural Resources of Shandong Province to assess the mining rights of Jiaojia Gold Mine and the boundary expansion area of Shandong Gold Group Co., Ltd. and issued Valuation Report on the Proceeds from the Grant of Mining Rights of Jiaojia Gold Mine and the Boundary Expansion Area of Shandong Gold Group Co., Ltd. (Qing Heng Kuang Ping Bao Zi [2019] No. 060) (《山東黃金集團有限公 司焦家金礦及擴界區採礦權出讓收益評估報告》(青衡礦評報字 [2019] 第 060 號》), details of which are: valuation reference date: 31 March 2019; gold ore of 7,832,300 tons and gold metal of 25,837 kilograms held; appraised utilised resource reserves (excluding the portion disposed of for compensation within the original mine area) of 4,470,100 tons of ore and 14,774 kilograms of gold metal with an average grade of 3.30g/t; recoverable mineral reserves of ore reserves of 4,035,800 tons and gold metal of 13,199.73 kilograms with an average grade of 3.27g/t; valuation result of RMB158,555,900.

In June 2020, according to Supplemental Agreement to the Mining Right Grant Contract of Shandong Province (《山東省採礦權出讓合同補充協議》), the proceeds from the grant of the mining right shall be paid by instalments. The first instalment of proceeds from the grant of RMB100,000,000 was fully paid on 25 December 2019. The remaining part of RMB58,555,900 shall be paid in five instalments and SDG Group Co. shall pay RMB11,711,180 for each of the five years (2020 to 2024) from the date of obtaining the mining license.

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(ii) Exploration Right

Exploration right owner: SDG Group Co. License no.: T37120190302055234 Name of exploration project: The gold mine at deep level and outer rim of southern Jiaojia mine area in Laizhou City, Shandong Province (general exploration) Geographic location: Laizhou City, Shandong Province Map No.: J51E016001 Exploration area: 0.30 square kilometers Validity period: 1 January 2021 to 31 December 2022 Issuing authority: Department of Natural Resources of Shandong Province

The exploration right of the gold mine at deep level and outer rim of southern Jiaojia mine area in Laizhou City, Shandong Province (general exploration) owned by SDG Group Co. is clear, free from mortgage, pledge and any other restrictions on transfer, and it is not involved in any litigation, arbitration matters or judicial measures such as seizure and freezing and other circumstances that prevent the transfer of ownership of such exploration right.

As of the valuation reference date (31 March 2021), the valuation scope of the exploration right held by Jiaojia Gold Mine of SDG Group Co. includes 215,100 tons of gold ore, 972.00 kilograms of gold metal with an average grade of 4.52g/t; 938.00 kilograms of associated mineral silver (333) with an average grade of 4.36g/t; 4,410.00 tons of associated (333) pure sulfur with an average grade of 2.05%.

(iii) The Target Assets’ Use Right

State-owned land Laizhou Guo Yong (01) No. 0635 use certificate no.: Owner of land use right: SDG Group Co. Location: Jiaojia Village, Jincheng Town, Laizhou City, Shandong Province Land use: Industrial Type of tenure: Grant Expiration date: 31 August 2050 Area of usage: 190,731.73 square meters

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Valuation of the Target Assets

(i) Valuation of Mining and Exploration Rights

According to the Valuation Report on Mining Right of Jiaojia Gold Mine and Exploration Right of the Gold Mine at Deep Level and Outer Rim of Southern Jiaojia Mine Area in Laizhou City, Shandong Province (General Exploration) of Shandong Gold Group Co., Ltd. issued by Headmen Mining Right Appraisal Firm (General Partnership) (北京海地人礦業權評估事務所(普通合夥)), an independent valuer, (Headmen Mining Ping Bao Zi [2021] No. 020) (the “ Mining Valuation Report* ”), the valuation of the Mining and Exploration Rights is as follows:

  • Valuation agency:

  • Headmen Mining Right Appraisal Firm (General Partnership)* ( 北京海地人礦業權評估事務所(普 通合夥))

  • Valuation purpose: SDG Mining (Laizhou) intends to acquire part of the assets of SDG Group Co. in cash, and therefore, it is necessary to appraise the value of mining right of Jiaojia Gold Mine and exploration right of the gold mine at deep level and outer rim of southern Jiaojia mine area in Laizhou City, Shandong Province (general exploration) of Shandong Gold Group Co., Ltd. involved therein. In this regard, this project aims to provide opinions on the value of mining right of Jiaojia Gold Mine and exploration right of the gold mine at deep level and outer rim of southern Jiaojia mine area in Laizhou City, Shandong Province (general exploration) of SDG Group Co., subject to conditions described in the Valuation Report and as at the Valuation Date, to the principal for its reference.

  • Target of valuation: Mining right of Jiaojia Gold Mine and exploration right of the gold mine at deep level and outer rim of southern Jiaojia mine area in Laizhou City, Shandong Province (general exploration) of SDG Group Co.

  • Valuation method: Income equity method

  • Valuation conclusion: The appraised value of the subject mining right and the subject exploration right as at the Valuation Date was RMB184,998,300.

  • Valuation appreciation rate: The total book value of the Mining and Exploration Rights on the valuation reference date (31 March 2021) was RMB177,944,700. The total appraised value of the Mining and Exploration Rights after valuation was RMB184,998,300, representing a valuation appreciation of RMB7,053,600, or a rate of 3.96%.

– 7 –

(ii) Valuation of the land use right

According to the Land Assets Valuation Report issued by Beijing Pan-China Appraisal Co., Ltd.* (北京天健興業資產評估有限公司), an independent valuer, the valuation of the land use right is as follows:

Valuation agency:

Beijing Pan-China Appraisal Co., Ltd.* (北京天健興業資 產評估有限公司)

  • Valuation purpose:

  • The Company intends to acquire part of the assets of SDG Group Co. in cash, and therefore, it is necessary to appraise the market value of a land use right held by SDG Group Co. involved therein as at the valuation reference date, so as to provide value reference for aforesaid economic behavior.

  • Target of valuation:

  • Market value of a land use right held by SDG Group Co.

  • Scope of valuation:

  • A state-owned land use right located in Jiaojia Village, Jincheng Town, Laizhou City, Shandong Province, with the State-owned Land Use Certificate No. of Laizhou Guo Yong (01) Zi No. 0635, and the owner of the land as stated in the certificate is Shandong Gold Group Co., Ltd. The area of tenure is 190,731.73 square meters. The land is for industrial use, and its type of tenure is transfer which will be expired on 31 August 2050. The book value of assets on the Valuation Date was RMB2,418,211.22, and has not been audited yet.

  • Valuation date: 31 March 2021

  • Valuation method:

This valuation adopts cost approximation method and market comparison method respectively, and the mean value of valuation results using the market comparison method and the cost approximation method will be taken as the valuation conclusion.

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Valuation conclusion:

As at the Valuation Date, the book value of the land use right declared by SDG Group Co. was RMB2,418,200, while the appraised value of the land use right after valuation was RMB42,874,600, representing a valuation appreciation of RMB40,456,400, or a rate of 1,672.99%. The valuation is presented in the following table:

Summary of Assets Valuation Results

Unit: RMB0’000

Item
Current assets
Non-current assets
In which: Long-term equity
investment
Investment property
Fixed assets
Construction in
progress
Intangible assets
Land use rights
Others
Total assets
Book value

241.82




241.82
241.82

241.82
Appraised
value Appreciation
Appreciation
rate %



4,287.46
4,045.64
1,672.99












4,287.46
4,045.64
1,672.99
4,287.46
4,045.64
1,672.99



4,287.46
4,045.64
1,672.99

REASONS FOR AND BENEFITS OF THE MINING ASSETS ACQUISITION

1. Reduce subsequent related party transactions

Before signing the Asset Transfer Contract, SDG Group Co. leased the mining right to SDG Mining (Laizhou). Upon completion of the Mining Assets Acquisition, the Target Assets will all be grouped into the Company and the Company no longer has to pay lease payments to SDG Group Co., thereby reducing related party transactions with SDG Group.

2. Increase the reserves of mineral rights of the Group

The Board considered that upon completion of the Mining Assets Acquisition, the Group will benefit from the stable profit from the Mining Right of Jiaojia Gold Mine and the increased reserve of gold resource of the Company is expected to bring in sound income to the Company while enhancing its asset scale and profitability.

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The Directors (including the independent non-executive Directors) are of the view that the terms of the Asset Transfer Contract are fair and reasonable, the transactions contemplated under the Asset Transfer Contract are in the ordinary and usual business of the Company and on normal commercial terms and are in the interests of the Company and the independent Shareholders as a whole.

INFORMATION OF THE PARTIES

The Company

The Company was established by its promoters with approval from the Shandong Province Economic System Reform Commission (山東省經濟體制改革委員會) and the People’s Government of Shandong Province (山東省人民政府) in January 2000. The Company is an integrated gold company listed on the SSE and the Hong Kong Stock Exchange since 2003 and 2018, respectively and engaged in gold exploration, mining, processing, smelting and sales. It is one of the largest gold producers listed domestically and/or in Hong Kong that operates in the PRC, controlling and operating more than 10 gold mines with operation primarily located in Shandong Province. The Company has gradually expanded its business into the Inner Mongolia Autonomous Region, Gansu Province, Xinjiang Uyghur Autonomous Region and Fujian Province and Argentina, South America and Ghana, Africa.

The Purchaser

SDG Mining (Laizhou) is a subsidiary of the Company that is owned by it as to approximately 95.31%. It was established in the PRC on 27 May 2003. It is principally engaged in the sales of gold, mineral products (except coal), mining equipment and materials. Its subsidiary is principally engaged in gold mining and smelting; acquisition, processing, sales: gold products, silver products, gold concentrate, silver concentrate, copper concentrate, lead concentrate, zinc concentrate, sulfur concentrate and iron ore concentrate; wholesale and retail, production and sales 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).

The Vendor

As the Company’s controlling Shareholder, SDG Group Co. was established in July 1996. SDG Group engages in gold mining related operations, including geological exploration and mining of gold, gold processing, gold smelting and technical services, and production and sales of specialized equipment and supplies and construction materials for gold mines. The gold resources of SDG Group are mainly located in the PRC. As of the date of this announcement, SDG Group Co. directly and indirectly holds approximately 45.08% of the Company’s total issued share capital.

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HONG KONG AND SHANGHAI LISTING RULES IMPLICATIONS

SDG Group Co. is the controlling Shareholder, directly and indirectly holding approximately 45.08% of the issued share capital of the Company. Accordingly, the Mining Assets Acquisition constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules and is subject to reporting, announcement and independent shareholders’ approval requirements.

As all the relevant percentage ratios (as defined under Rule 14.07 of the Hong Kong Listing Rules) of the Asset Transfer Contract are more than 0.1% but less than 5%, the Asset Transfer Contract is subject to reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Hong Kong Listing Rules.

The Directors, Mr. Li Guohong, Mr. Wang Lijun and Ms. Wang Xiaoling who also hold senior management positions in SDG Group Co., are deemed to have material interests in the Mining Assets Acquisition and have abstained from voting on the resolutions in relation to the Asset Transfer Contract proposed to the Board. Save as disclosed above, none of the Directors attended the Board meeting has a material interest in the Mining Assets Acquisition.

PROFIT FORECAST

The Valuation Report on Mining Right of Jiaojia Gold Mine and Exploration Right of the Gold Mine at Deep Level and Outer Rim of Southern Jiaojia Mine Area in Laizhou City, Shandong Province (General Exploration) of Shandong Gold Group Co., Ltd. issued by Headmen Mining Right Appraisal Firm (General Partnership)* (北京海地人礦業權評估事務所(普通合夥)) on the market value of the Mining and Exploration Rights is prepared by a discounted cash flow method under the income approach, as such the valuation constitutes a profit forecast under Rule 14.61 of the Hong Kong Listing Rules. Further announcement will be made by the Company within 15 business days after publication of this announcement in compliance with Rule 14.60A and Rule 14.62 of the Hong Kong Listing Rules.

DEFINITIONS

The following terms have the following meanings in this announcement unless the context otherwise requires:

  • “Articles of Association”

the articles of association of the Company;

“Asset Transfer Contract” The Asset Transfer Contract entered into between SDG Group Co. and SDG Mining (Laizhou) dated 25 June 2021 pursuant to which the Purchaser agreed to purchase and the Vendor agreed to sell the Target Assets held by it at the Consideration of RMB169,317,000;

“Board” the board of Directors;

– 11 –

  • “Cancellation Agreement” A cancellation agreement entered into between SDG Group Co. and SDG Mining (Laizhou) dated 25 June 2021 to terminate the lease of the Mining Right by SDG Group Co. to SDG Mining (Laizhou);

  • “Company”

  • Shandong Gold Mining Co., Ltd. (山東黃金礦業股份有限公 司), a joint stock company incorporated in the PRC under the laws of the People’s Republic of China with limited liability on 31 January 2000;

  • “Completion” completion of the Mining Assets Acquisition in accordance with the terms and conditions of the Asset Transfer Contract;

  • “connected person(s)” has the meaning ascribed thereto under the Hong Kong Listing Rules;

  • “connected transaction” has the meaning ascribed thereto under the Hong Kong Listing Rules;

  • “Consideration” RMB169,317,000, being the total consideration to be paid by the Purchaser to the Vendor in respect of the Mining Assets Acquisition under the Asset Transfer Contract;

  • “Director(s)” the director(s) of our Company;

  • “Group” the Company and its subsidiaries;

  • “Hong Kong” the Hong Kong Special Administrative Region of the PRC;

  • “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time;

  • “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited;

– 12 –

  • “Mining and Exploration the mining right and exploration right of Jiaojia Gold Mine Rights” which form part of the Target Assets to be acquired by the Purchaser under the Asset Transfer Contract;

  • “Mining Assets Acquisition” the acquisition of the Target Assets under the Asset Transfer Contract;

  • “Mining Right” the mining right of Jiaojia Gold Mine which forms part of the Target Assets to be acquired by the Purchaser under the Asset Transfer Contract;

  • “PRC” or “China” The People’s Republic of China, for the purpose of this announcement, excluding Hong Kong, Macau and Taiwan;

  • “RMB” Renminbi, the lawful currency of the PRC; “SDG Group” SDG Group Co. and all of its subsidiaries;

  • “SDG Group Co.” or Shandong Gold Group Co., Ltd. (山東黃金集團有限公 “Vendor” 司), a limited liability company incorporated in the PRC on 16 July 1996, the controlling Shareholder, and was held as to approximately 70% by Shandong SASAC, as to approximately 20% by Shandong Guohui Investment Co., Ltd. (山東國惠投資有限公司) and as to approximately 10% by Shandong Social Security Fund Committee (山東省社會 保障基金理事會);

  • “SDG Mining (Laizhou)” or Shandong Gold Mining (Laizhou) Co., Ltd. (山東黃金礦 “Purchaser” 業(萊州)有限公司), a subsidiary of the Company that is incorporated in the PRC on 27 May 2003;

  • “Shanghai Listing Rules” the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange ( 上海證券交易所股票上市規則 ) as amended, supplemented or otherwise modified from time to time;

  • “Share(s)” shares in the share capital of our Company, with a nominal value of RMB1.00 each, comprising our A Shares and our H Shares;

  • “Shareholders” holder(s) of our Share(s);

  • “SSE” the Shanghai Stock Exchange (上海證券交易所);

– 13 –

“Target Assets”

the mining right, exploration right and related land assets of Jiaojia Gold Mine (焦家金礦) to be acquired by the Purchaser from the Vendor under the Asset Transfer Contract;

“Valuation Date” being 31 March 2021;

“%”

per cent.

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

Jinan, the PRC, 25 June 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.

  • For identification only

– 14 –