Shandong Gold Mining Co., Ltd. — Proxy Solicitation & Information Statement 2018

Nov 29, 2018

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shandong Gold Mining Co., Ltd. , you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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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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)

1) PROPOSED ELECTION OF AN EXECUTIVE DIRECTOR 2) APPROVAL OF SERVICE AGREEMENTS WITH DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 4) NOTICE OF 2019 FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the 2019 first extraordinary general meeting (the “EGM”) of Shandong Gold Mining Co., Ltd. (the “Company”) to be held at the conference room of the Company, Building No.3, Shuntai Plaza, Shunhua Road No. 2000, Jinan, Shandong Province, the PRC at 9:00 a.m. on Monday, 14 January 2019 are set out on pages 1 to 9 of this circular.

A proxy form and the reply slip for use in connection with the EGM is enclosed herewith. The reply slip and the proxy form are also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company’s website (http://www.sdhjgf.com.cn).

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 of the Company. 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 Company’s H share registrar, 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 9:00 a.m. on Sunday, 13 January 2019). Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment hereof should you so wish. Any Shareholder(s) who intend to attend the EGM in person or by proxy should complete, sign and return the reply slip in accordance with the instructions printed thereon on or before Monday, 24 December 2018.

29 November 2018

CONTENTS

			Page
**Letter from the **	Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Appendix I	—	Information on the Proposed Candidate of Executive Director
		to be Elected. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix II	—	Proposed Amendments to the Articles of Association . . . . . . . . . . . . .	6
Appendix III	—	Notice of 2019 First Extraordinary General Meeting . . . . . . . . . . . . .	8

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LETTER FROM THE BOARD

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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)

Directors

Mr. Li Guohong (Chairman and Non-executive Director)

• Mr. Wang Peiyue (Executive Director)

• Mr. Tang Qi (Executive Director)

• Mr. Wang Lijun (Non-executive Director)

Registered offices and headquarters in the PRC

Building No.3, Shuntai Plaza Shunhua Road No. 2000 Jinan, Shandong Province PRC

• Ms. Wang Xiaoling (Non-executive Director)

• Mr. Gao Yongtao (Independent Non-executive Director)

Ms. Hui Wing (Independent Non-executive Director) Mr. Lu Bin (Independent Non-executive Director)

Principal place of business in Hong Kong

Rooms 4009-4010 40th Floor China Resources Building No. 26 Harbour Road Hong Kong

To the Shareholders

Dear Sir or Madam,

1) PROPOSED ELECTION OF AN EXECUTIVE DIRECTOR 2) APPROVAL OF SERVICE AGREEMENTS WITH DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT 3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 4) NOTICE OF 2019 FIRST EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 29 November 2018 in relation to the resignation of director, proposed election of an executive director and proposed amendments to the articles of association. The purpose of this circular is to issue the notice of EGM and provide you with all reasonably necessary information to enable you to make an informed decision as to the resolutions to be proposed at the EGM.

— 1 —

LETTER FROM THE BOARD

PROPOSED ELECTION OF AN EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 29 November 2018. Mr. Chen Daojiang, a Director (the “Director”) of the Company, has tendered his resignation to the Board of Directors (the “Board”) of the Company as the Director and member of the Strategy Committee of the Company due to work arrangements. In accordance with the requirements of the Company Law of the PRC and the Articles of Associations (the “Article of Associations”), Mr. Chen Daojiang’s resignation took effect upon his resignation letter being delivered to the Board.

Mr. Chen Daojiang has confirmed that he has no disagreement with the Board and the Supervisory Board and does not have any matters in relation to his resignation that should be brought to the attention of the shareholders (the “Shareholders”) of the Company.

The Board intended to propose Mr. Li Tao to be elected as a candidate for the executive Director of the fifth session of the Board of Directors of the Company. His term of office shall be effective from the date of approval by election at the 2019 first extraordinary general meeting and end on the expiry of the term of the fifth session of the Board. Except for the independent non-executive directors, the Company only paid directors’ emoluments to the Directors.

The biography of Mr. Li Tao is set forth in Appendix I of this circular.

The proposed election of Mr. Li Tao as an executive Director is subject to the approval by the Shareholders at the EGM by way of ordinary resolution.

APPROVAL OF SERVICE AGREEMENTS WITH DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

Pursuant to the relevant requirements of the Listing Rules of The Stock Exchange of Hong Kong Limited (the “Listing Rules”), the Board proposed to confirm, review and/or approve the following documents at the general meeting:

• 1) the director’s service agreement signed by the Company with each executive Director, non-executive Director and independent non-executive Director of the Company, respectively;

• 2) the supervisor’s service agreement signed by the Company with each Supervisor of the Company, respectively;

• 3) the senior management’s service agreement signed by the Company with each senior management of the Company (as disclosed in the H Share Prospectus of the Company dated 28 September 2018), respectively.

The aforesaid service agreements stipulate that the Directors, Supervisors and senior management shall abide by the relevant laws and regulations, the Articles of Association and the arbitration provisions.

Matters relating to the service agreements with directors, supervisors and senior management are subject to the approval by the Shareholders at the EGM by way of ordinary resolution.

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LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In order to improve the level of the standardized operation of the Company, the Company proposed to amend certain provisions of the Articles of Associations in accordance with the requirements of the laws and regulations such as the Company Law of the PRC and the Securities Law of the PRC and the actual situation of the Company.

The proposed amendments to the Articles of Association are set forth in Appendix II of this circular.

The proposed amendments to the Articles of Association are subject to the approval by the Shareholders at the EGM by way of ordinary resolution.

EGM

The EGM is to be held at the conference room of the Company, Building No. 3, Shuntai Plaza, Shunhua Road No. 2000, Jinan, Shandong Province, the PRC at 9:00 a.m. on Monday, 14 January 2019. The notice of the EGM is set out in Appendix III to 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 of the Company. 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 Company’s H Share Registrar, 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 9:00 a.m. on Sunday, 13 January 2019). 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.

If you intend to attend the EGM in person or by a proxy, you are requested to complete and sign the reply slip despatched on 30 November 2018 in accordance with the instructions printed thereon and return it to the correspondence address of the Company at Building No. 3, Shuntai Plaza, Shunhua Road No. 2000, Jinan, Shandong Province, PRC on or before Monday, 24 December 2018.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of ascertaining the Shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Saturday, 15 December 2018 to Monday, 14 January 2019, both dates inclusive, during which period no transfers of Shares will be effected.

— 3 —

LETTER FROM THE BOARD

In order to qualify to attend and vote at the EGM, all transfer instruments accompanied by the relevant share certificates must be lodged by holders of H Shares with the Company’s H Share Registrar, namely, Computershare Hong Kong Investor Services Limited at Shops 1712—1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 14 December 2018.

VOTING

Pursuant to Rule 13.39(4) of the Listing Rules and Article 119 of the Articles of Associations, unless the chairman makes a decision in the spirit of honesty and credibility and agrees that the resolutions on relevant procedures or administrative matters shall be voted on by show of hands, voting for a general meeting shall be held by ballot.

Pursuant to Article 111 of the Articles of Association, Shareholders (including proxies) shall exercise their voting rights according to the number of voting shares they represent, with one vote for each share. Pursuant to Article 120 of the Articles of Association, on a poll taken at a meeting, a shareholder (including proxy) entitled to two or more votes need not cast all his votes in the same way.

RECOMMENDATION

The Directors are of the view that all the proposed resolutions at the EGM are fair and reasonable and in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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 statement herein or this circular misleading.

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

Jinan, the PRC, 29 November 2018

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APPENDIX I

INFORMATION ON THE PROPOSED CANDIDATE OF EXECUTIVE DIRECTOR TO BE ELECTED

Information on a candidate of executive director to be proposed at the EGM is provided in compliance with the requirements of the Hong Kong Listing Rules as follows:

Li Tao (李濤) , Male, Chinese, born in October 1960. He obtained a bachelor’s degree, and he is a mine construction and geological exploration senior engineer. He was an assistant to mine manager, a deputy mine manager, a deputy general engineer, a deputy general manager, an executive deputy general manager of Shandong Jinzhou Group, as well as a vice chairman, a general manager and secretary to the Party Committee of Chifeng Chaihulanzi Gold Mining Co., Ltd., the chairman of Shandong Gold Jinchuang Group Co., Ltd., the chairman of Shandong Gold Guilaizhuang Mining Co., Ltd., a director of Shandong Gold Mining (Laizhou) Co., Ltd. and an assistant to general manager, a deputy general manager, a member of the Party Committee and the president and secretary to CPC Committee of Qilu Business Department of the Company. He currently serves as a deputy general manager of the Company.

As of 28 November 2018 (being the Latest Practicable Date for the purpose of this circular), Mr. Li was interested in 131,818 Shares under the Phase One Employee Shareholding Scheme of Shandong Gold Mining Co., Ltd. established by us with approval from the shareholders’ general meeting of our Company in May 2015, representing approximately 0.0071% of our total share capital.

As of 28 November 2018 (being the Latest Practicable Date for the purpose of this circular), save as disclosed above, Mr. Li Tao confirms that he: (i) does not have any relationship with any other Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company; (ii) does not hold any other positions in the Company or other members of the Group; (iii) did not hold any directorships in any other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (iv) does not has or is not deemed to have any interest within the meaning of Part XV of the SFO (Chapter 571 of the Laws of Hong Kong) in any shares or underlying shares of the Company or its associated corporations; and (v) has no other matters in relation to their appointment that need to be brought to the attention of the Shareholders or disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules.

Mr. Li Tao has not entered into any service contracts with the Company which are not determinable by the Company within one year without payment of compensation (other than statutory compensation).

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APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The English version of the Articles of Association is an unofficial translation of the Chinese version. In the event of any inconsistency, the Chinese version shall prevail.

1. Existing Article 100 (i): Where the shareholders’ general meeting is convened by the board of directors, the chairman of the board of directors shall act as the chairman of the meeting and preside over the meeting. In the event that the chairman of the board of directors is unable or fails to perform his/her duties, half or more of the directors shall designate a director to act as the chairman and preside over the meeting.

Proposed to amend as: Where the shareholders’ general meeting is convened by the board of directors, the chairman of the board of directors shall act as the chairman of the meeting and preside over the meeting. In the event that the chairman of the board of directors is unable or fails to perform his/her duties, the vice chairman shall act as the chairman and preside over the meeting. In the event that the vice chairman of the board of directors is unable or fails to perform his/her duties, half or more of the directors shall designate a director to act as the chairman and preside over the meeting.

2. Existing Article 149: The Board shall comprise 9 directors and shall have one Chairman without any vice chairman. More than one third of the members of the Board shall be independent non-executive directors and at least one of the independent non-executive directors must have appropriate professional qualifications that meet the regulatory requirements or possesses appropriate accounting or related financial management expertise.

Proposed to amend as: The Board shall comprise 9 directors and shall have one chairman and one vice chairman. More than one third of the members of the Board shall be independent non-executive directors and at least one of the independent non-executive directors must have appropriate professional qualifications that meet the regulatory requirements or possesses appropriate accounting or related financial management expertise.

3. Existing Article 155: The board of directors has one chairman who shall be elected by the boardof directors with more than half of all directors.

Proposed to amend as: The board of directors has one chairman and one vice chairman who shall be elected by the board of directors with more than half of all directors.

4. Existing Article 157: Where the chairman is unable to or does not perform the duty, a director nominated by more than half of the directors shall perform the duty.

Proposed to amend as: Where the chairman is unable to or does not perform the duty, the vice chairman shall perform the duty, where the vice chairman is unable to or does not perform the duty, a director nominated by more than half of the directors shall perform the duty.

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APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

5. Existing Article 173 (IV): to make recommendations to the board of directors on the candidates for directors and managers, and provide advice to the board of directors on the appointment or re-appointment of directors and succession plan for directors, in particular the chairman of the board of directors and the general manager.

Proposed to amend as: to make recommendations to the board of directors on the candidates for directors and managers, and provide advice to the board of directors on the appointment or re-appointment of directors and succession plan for directors, in particular the chairman of the board of directors, the vice chairman and the general manager.

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APPENDIX III NOTICE OF 2019 FIRST EXTRAORDINARY GENERAL MEETING

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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)

NOTICE OF 2019 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 First Extraordinary General Meeting (“EGM”) of Shandong Gold Mining Co., Ltd. (the “Company”) will be held at the conference room of the Company, Building No. 3, Shuntai Plaza, Shunhua Road No. 2000, Jinan, Shandong Province, the PRC at 9 a.m. on Monday, 14 January 2019 for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. To elect Mr. Li Tao as an executive director of the Company

2. To approve the service agreements signed with the directors, supervisors and senior management of the Company

SPECIAL RESOLUTION

1. To approve the amendments to the Articles of Association

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

Jinan, the PRC 29 November 2018

As at the date of this notice, the executive directors of the Company are Mr. Wang Peiyue 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. Gao Yongtao, Ms. Hui Wing and Mr. Lu Bin.

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NOTICE OF 2019 FIRST EXTRAORDINARY GENERAL MEETING

APPENDIX III

Notes:

1. All holders of H Shares whose names appear on the register of members of the Company on Saturday, 15 December 2018 are entitled to attend the EGM and should bring along their identity cards or passports when attending the EGM. Holders of the Company’s H Shares should note that the register of members of the Company will be closed from Saturday, 15 December 2018 to Monday, 14 January 2019 (both dates inclusive) during which period no transfers of H Shares will be effected. All transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in respect of H Shares, namely Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 14 December 2018. Holders of H Shares who intend to attend the EGM should deliver reply slip for attending the EGM, a copy of each of the shareholding document(s), copies of their identity cards or passports (with the pages showing the names of such shareholders), by hand, by post or by facsimile, to the correspondence address of the Company at Building No.3, Shuntai Plaza, Shunhua Road No. 2000, Jinan, Shandong Province, the PRC on or before Monday, 24 December 2018. The record date and arrangements in respect of the holders of A Shares of the Company who are entitled to attend the EGM will be determined and announced separately in the PRC.

2. Any shareholder entitled to attend and vote at the EGM is entitled to appoint a proxy or more proxies (who need not be a shareholder of the Company) to attend the EGM and vote thereat in his stead. For any shareholder who appoints more than one proxy, the voting right can only be exercised by his/her proxies on a poll.

3. Any shareholder who intends to appoint a proxy to attend the EGM shall put it in writing, with the proxy form to be signed by the appointer or his attorney duly authorized in writing. If the appointor is a corporation, the proxy form must be affixed with its common seal, or signed by any of its directors or attorney duly authorized in writing. If the proxy form is signed by an attorney authorized by the appointer, the power of attorney or other authorization documents must be notarially certified. The notarially certified power of attorney or other authorization documents together with the proxy form must be delivered to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H shareholders only) not later than 24 hours before the time appointed for the holding of the EGM (i.e. before 9:00 a.m. on Sunday, 13 January 2019). Completion and return of the proxy form will not affect the rights of the shareholders to attend and vote at the EGM in person.

4. Proxies of holders of the H Shares shall bring along the proxy form, instrument(s) for appointing a proxy (if applicable) and the proxies’ identity cards or passports to attend the EGM.

5. According to Article 108 of the Articles of Association, an ordinary resolution shall be passed by more than half of the votes cast by the shareholders (including proxies) present at the general meeting, while a special resolution shall be passed by more than two-thirds of the votes cast by the shareholders (including proxies) present at the general meeting.

6. Directors, supervisors and senior management of the Company and the witnessing lawyers and other relevant personnel employed by the Company will attend the EGM.

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