Shandong Gold Mining Co., Ltd. — M&A Activity 2021

Jan 12, 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.

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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)

UPDATE ON OFFER TO ACQUIRE AND SUBSCRIPTION FOR SHARES OF CARDINAL RESOURCES LIMITED

Reference is made to (i) the announcement of Shandong Gold Mining Co., Ltd. dated 18 June 2020 (the “ First Announcement ”) in relation to the entering into of the Bid Implementation Agreement between the Company, SDG Hong Kong and Cardinal Resources pursuant to which SDG Hong Kong agreed to, among other matters, (a) make offers to all Cardinal Shareholders (other than SDG Hong Kong) to acquire all of their Cardinal Shares by way of an off-market conditional takeover bid at the Offer Price of AUD0.60 per Cardinal Share; and (b) subscribe for 26 million Cardinal Shares, representing approximately 4.94% of the issued Cardinal Shares immediately upon completion of the Subscription, at the price of AUD0.46 per Cardinal Share, which has been completed on 7 July 2020; and (ii) the announcements of Shandong Gold Mining Co., Ltd. dated 23 July 2020, 29 July 2020, 7 September 2020, 21 September 2020, 12 October 2020, 19 October 2020, 23 October 2020, 26 October 2020, 24 November 2020, 9 December 2020, 22 December 2020, 24 December 2020 and 29 December 2020 (together with the First Announcement, collectively, the “ Announcements ” and each an “ Announcement ”) in relation to, among other matters, (i) improvement of the Offer Price to the Fourth Revised Offer Price of AUD1.075 per Cardinal Share, (ii) extension of the Offer Period to 7:00 p.m. (Sydney time) on 12 January 2021, (iii) waiver of all conditions of the Offer; and (iv) SDG Hong Kong acquiring a relevant interest in excess of 50% of all Cardinal Shares and thus control of Cardinal Resources. Capitalized terms used in this announcement shall have the same meanings as defined in the Announcements.

The Board would like to update its Shareholders and potential investors on the latest status of the Offer.

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EXTENSION OF OFFER PERIOD

To further advance the implementation of the Offer, SDG Hong Kong announced on 12 January 2021 that the Offer Period shall be extended such that the Offer will remain open for acceptances until 7:00 p.m. (Sydney time) on 19 January 2021. Save as disclosed in the Announcements and above, there are no other material change to the terms and conditions of the Bid Implementation Agreement and the Offer as of the date of this announcement.

ACCEPTANCE STATISTICS OF THE OFFER

As at 11 January 2021, the number of Cardinal Shares under the Received Acceptances is 431,675,403 Cardinal Shares, representing approximately 77.87% of the issued share capital of Cardinal Resources and SDG Hong Kong has a relevant interest in approximately 82.56% of the issued share capital of Cardinal Resources (including the relevant interest in Cardinal Shares under the Received Acceptances) in aggregate.

LISTING RULES IMPLICATIONS

As all the applicable percentage ratios of the Offer and Subscription, based on the Fourth Revised Offer Price, are less than 5%, the Offer and Subscription does not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules.

As the Offer is subject to a number of variables, including but not limited to acceptance by the Cardinal Shareholders, there are uncertainties as to the final number of Cardinal Shares to be acquired by SDG Hong Kong under the Offer and whether SDG Hong Kong can conduct compulsory acquisition on the remaining Cardinal Shares. Shareholders and the potential investors of the Company are advised to exercise caution when dealing in the shares of the Company. Further announcement(s) will be made by the Company in relation to the Offer as and when appropriate and/or as required by applicable regulations.

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

Jinan, PRC, 12 January 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.

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