Shandong Gold Mining Co., Ltd. — Proxy Solicitation & Information Statement 2020

Dec 30, 2020

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) RESOLUTION ON CHANGES OF REGISTERED CAPITAL 2) RESOLUTION ON AMENDMENTS TO THE ARTICLES OF ASSOCIATION 3) NOTICE OF 2021 FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the 2021 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 Thursday, 21 January 2021 is set out on pages I-1 to I-2 of this circular.

The proxy form for use in connection with the EGM is enclosed herewith. The proxy form is 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) of the Company (the “ Shareholders ”) 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, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, 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 Wednesday, 20 January 2021). 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.

31 December 2020

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
Letter from the Board	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Appendix I —	Notice of 2021 First Extraordinary General Meeting . . . . . . . . . . .	I-1

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DEFINITIONS

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

• “A Shareholder(s)” holder(s) of A Shares;

• “A Share(s)”

the domestic share(s) issued by the Company to domestic investors with a nominal value of RMB1.00 each, which are listed on the SSE;

• “Articles of Association” the articles of association of the Company, as amended from time to time;

• “Board” the board of Directors;

• “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, the H shares and A shares of which are listed on the main board of the Hong Kong Stock Exchange (Stock Code: 1787) and the SSE (Stock Code: 600547) respectively;

• “Company Law” the Company Law of the PRC;

• “Directors” the directors of the Company;

• “EGM”

• the 2021 first extraordinary general meeting of the Company to be held at 9:00 a.m. on Thursday, 21 January 2021 at the conference room of the Company, Building No. 3, Shuntai Plaza, Shunhua Road No. 2000, Jinan, Shandong Province, the PRC;

• “H Shareholder(s)” holder(s) of H Shares;

• “H Share(s)” the overseas-listed foreign invested share(s) in the Company’s share capital, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange;

• “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;

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DEFINITIONS

“PRC”	the People’s Republic of China;
“RMB”	Renminbi, the lawful currency of the PRC;
“SSE 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;
“SSE”	Shanghai Stock Exchange (上海證券交易所);
“Shareholders”	A Shareholders and H Shareholders of the Company; and
“%”	per cent.

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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)

Executive Directors:

Mr. Liu Qin Mr. Wang Shuhai Mr. Tang Qi

Non-executive Directors:

Registered office and headquarters in the PRC:

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

Mr. Li Guohong (Chairman) Mr. Wang Lijun Ms. Wang Xiaoling

Independent Non-executive Directors:

Mr. Wang Yunmin Mr. Liew Fui Kiang Ms. Zhao Feng

Principal place of business in Hong Kong:

Rooms 4003-4006 China Resources Building No. 26 Harbour Road Wanchai Hong Kong

To the Shareholders

Dear Sir or Madam,

1) RESOLUTION ON CHANGES OF REGISTERED CAPITAL 2) RESOLUTION ON AMENDMENTS TO THE ARTICLES OF ASSOCIATION 3) NOTICE OF 2021 FIRST EXTRAORDINARY GENERAL MEETING

INTRODUCTION

On behalf of the Board, I invite you to attend the EGM to be held at the conference room of the Company, Building No. 3, Shuntai Plaza, Shunhua Road No. 2000, Jinan, Shandong Province, PRC at 9:00 a.m. on Thursday, 21 January 2021. 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. RESOLUTION ON CHANGES OF REGISTERED CAPITAL

The Company considered and approved the special resolution on Share Compensation Plan for Not Realizing Performance Commitment of the Subject Assets under the Material Asset Restructuring of the Company and the ordinary resolution relating to Submission to the General Meeting for Authorising the Board with Full Discretion to Facilitate the Buy-back or Grant of Compensation Shares at the 37th

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LETTER FROM THE BOARD

meeting of the fifth session of the Board held on 23 July 2020 and the 2020 Second Extraordinary General Meeting and the 2020 Third Class Meeting for Holders of A Shares and H Shares held on 25 August 2020. The Company bought back 25,509,517 shares which were compensated by the counterparties to the material asset restructuring transaction of the Company in 2015 for not realizing performance commitment at the consideration of RMB1 and cancelled such shares on 15 December 2020.

Upon the implementation of the above capital reduction plan, the registered capital of the Company reduced from the total registered share capital of 4,339,456,283 shares to 4,313,946,766 shares. A special resolution will be proposed at the EGM to seek for approval of the resolution on changes of the registered capital of the Company.

2. RESOLUTION ON AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In light of the change of the domicile of the Company and the reduction of registered capital and the change of equity structure due to the aforesaid buy-back, the amendments to the Articles of Association pursuant to the Company Law of the PRC and relevant laws and regulations are as follows:

Original Articles Amended Articles Article 5 Article 5 Domicile of the Company: Building No. 3, Domicile of the Company: No. 2503 Jingshi Shuntai Square, No. 2000 Shunhua Road, Jinan, Road, Licheng District, Jinan, Postal Code Postal Code 250100. 250107. Telephone no. of the Company: 0531-67710376 Telephone no. of the Company: 0531-67710376 Fax no. of the Company: 0531-67710380 Fax no. of the Company: 0531-67710380 Article 6 Article 6 Registered capital of the Company is Registered capital of the Company is RMB4,339,456,283. Increase or decrease of the RMB4,313,946,766. Increase or decrease of the Company’s registered capital resulting in a Company’s registered capital resulting in a change in total registered capital has to be change in total registered capital has to be approved by way of resolution of the approved by way of resolution of the shareholders’ meeting of the Company in shareholders’ meeting of the Company in relation to increase or decrease of registered relation to increase or decrease of registered capital, passing of the resolution on amendment capital, passing of the resolution on amendment of the Company’s Articles of Association, of the Company’s Articles of Association, authorizing the board of directors of the authorizing the board of directors of the Company to complete the registration Company to complete the registration procedures for the change in registered capital. procedures for the change in registered capital.

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LETTER FROM THE BOARD

Original Articles			Amended Articles
Article 22			Article 22
Equity structure of the Company is as follows:			Equity structure of the Company is as follows:
4,339,456,283 ordinary shares, including			4,313,946,766 ordinary shares, including
3,639,952,864 domestic		shares, representing	3,614,443,347 domestic		shares, representing
83.88% of the total shares of the Company and			83.79% of the total shares of the Company and
699,503,419 H shares, representing 16.12% of			699,503,419 H shares, representing 16.21% of
the total shares of the	Company.		the total shares of the	Company.
Article 71 Paragraph 1			Article 71 Paragraph 1
The venue of shareholders’ meetings of the			The venue of shareholders’ meetings of the
Company is: Conference Room, Building No.3,			Company is: Conference Room, No. 2503
Shuntai Plaza, Shunhua Road No. 2000, Jinan,			Jingshi Road, Licheng District, Jinan, Shandong
Shandong Province.			Province.

The said amendments to the Articles of Association have been resolved by the Board and a special resolution will be proposed at the EGM to seek for approval of the proposed amendments to the Articles of Association. The amended Articles of Association will be submitted for relevant company registration change procedures after the passing of the said resolution at the EGM.

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 Thursday, 21 January 2021. The notice of the EGM is set out in Appendix I 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. 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, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, 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 Wednesday, 20 January 2021). 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 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 Monday, 18 January 2021 to Thursday, 21 January 2021, both dates inclusive, during which period no transfers of Shares will be effected.

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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 H Shareholders with the Company’s H Share Registrar, namely, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Friday, 15 January 2021.

VOTING

Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules and Article 119 of the Articles of Association, 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 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 satisfaction of 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 statement herein or this circular misleading.

GENERAL INFORMATION

Your attention is drawn to the information set out in the appendix to this circular.

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

Jinan, the PRC, 31 December 2020

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NOTICE OF 2021 FIRST EXTRAORDINARY GENERAL MEETING

APPENDIX I

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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 2021 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 First Extraordinary General Meeting (the “ 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 9:00 a.m. on Thursday, 21 January 2021 for the purpose of considering and, if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

1. To approve the resolution on changes of registered capital

2. To approve the resolution on amendments to the articles of association

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

Jinan, the PRC 31 December 2020

As at the date of this notice, 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.

Notes:

1. All holders of H Shares whose names appear on the register of members of the Company on Monday, 18 January 2021 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 Monday, 18 January 2021 to Thursday, 21 January 2021 (both dates inclusive). All transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar, namely Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Friday, 15 January 2021. 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.

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NOTICE OF 2021 FIRST EXTRAORDINARY GENERAL MEETING

APPENDIX I

1. 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.

2. 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 appointor 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, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, 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 Wednesday, 20 January 2021). Completion and return of the proxy form will not affect the rights of the shareholders to attend and vote at the EGM in person.

3. Proxies of holders of the Company’s 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.

4. 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.

5. 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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