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

Aug 27, 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) PROPOSED PROVISION OF GUARANTEE FOR THE FINANCING OF AN OVERSEAS SUBSIDIARY

2) NOTICE OF 2020 THIRD EXTRAORDINARY GENERAL MEETING

A notice convening the 2020 third 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 Friday, 18 September 2020 is set out on pages II-1 to II-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 Thursday, 17 September 2020). 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.

28 August 2020

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			ii
Letter from the Board		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Appendix I	—	Overseas Regulatory Announcement of the Company on
		Proposed Provision of Guarantee for the Financing of
		an Overseas Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	—	Notice of 2020 Third Extraordinary General Meeting . . . . . . . . . .	II-1

— i —

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 Shanghai Stock Exchange;

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

• “Board” the board of Directors of the Company;

“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 Shanghai Stock Exchange (Stock Code: 600547) respectively;

• “Directors” the directors of the Company;

• “EGM”

the 2020 third extraordinary general meeting of the Company to be held at 9:00 a.m. on Friday, 18 September 2020 at the conference room of the Company, Building No. 3, Shuntai Plaza, Shunhua Road No. 2000, Jinan, Shandong Province, 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;

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

• “PRC” the People’s Republic of China; “RMB” Renminbi, the lawful currency of the PRC;

— ii —

DEFINITIONS

“SDG Hong Kong”

Shandong Gold Mining (Hong Kong) Co., Limited (山東黃 金礦業（香港）有限公司), incorporated in Hong Kong on 27 February 2017 with limited liability and a wholly-owned subsidiary of our Company;

“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;

“Shanghai Stock Exchange” “Shareholders” “%”

Shanghai Stock Exchange (上海證券交易所);

A Shareholders and H Shareholders of the Company; and

per cent.

— iii —

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. Wang Peiyue Mr. Li Tao (Vice-Chairman) 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. Gao Yongtao Mr. Lu Bin Ms. Hui Wing

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) PROPOSED PROVISION OF GUARANTEE FOR THE FINANCING OF AN OVERSEAS SUBSIDIARY 2) NOTICE OF 2020 THIRD 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 Friday, 18 September 2020. 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 resolution to be proposed at the EGM.

— 1 —

LETTER FROM THE BOARD

(1) PROPOSED PROVISION OF GUARANTEE FOR THE FINANCING OF AN OVERSEAS SUBSIDIARY

In order to meet the capital needs of SDG Hong Kong, an overseas wholly-owned subsidiary of the Company, for merger and acquisition and operation, the 27th meeting of the fifth session of the Board, the 14th meeting of the fifth session of the supervisory committee convened on 7 January 2020 and the 2020 First Extraordinary General Meeting of the Company convened on 24 February 2020 considered and approved the provision of guarantee with a total amount of no more than US$600 million to SDG Hong Kong.

On 27 August 2020, the Company convened the 39th meeting of the fifth board of directors and the 19th meeting of the fifth supervisory committee which considered and passed the “Resolution in relation to provision of guarantees for financing of overseas subsidiary”. Based on the capital needs for its merger and acquisition of SDG Hong Kong, in order to effectively use the overseas capital market for financing, reduce financing costs, and improve decision-making efficiency, the Company intends to provide it with an additional guarantee of no more than US$500 million (the “ Additional Guarantee ”). The aggregate guarantee amount after providing the addition guarantee will not exceed US$1,100 million.

The effective period of the aggregate guarantee limit not exceeding US$1,100 million will be uniformly adjusted to commence from the date of approval at the Company’s general meeting to the 2020 annual general meeting. The management of the Company will be authorised to handle all the matters relating to the guarantee arrangement upon the same being considered and approved at the general meeting.

For details of the Additional Guarantee, please refer to Appendix I to this circular.

Implication under Hong Kong Listing Rules

The Additional Guarantee is not required to be subject to reporting, announcement and independent Shareholders’ approval requirements under the Hong Kong Listing Rules. According to the Shanghai Listing Rules and the Articles of Association, the Additional Guarantee has to be submitted to the EGM for consideration and approval. As the Additional Guarantee to be provided by the Company is subject to Shareholders’ approval under the Shanghai Listing Rules, the information regarding the Additional Guarantee contained in this circular is not prepared in accordance with Chapter 14 or Chapter 14A of the Hong Kong Listing Rules but only prepared to provide information for the Shareholders.

An ordinary resolution will be proposed at the EGM to seek for approval of the provision of Additional Guarantee by the Company for SDG Hong Kong.

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 Friday, 18 September 2020. The notice of the EGM are set out in Appendix II to this circular.

— 2 —

LETTER FROM THE BOARD

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 Thursday, 17 September 2020). 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 Tuesday, 15 September 2020 to Friday, 18 September 2020, both dates inclusive, during which period no transfers of Shares will be effected.

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 Monday, 14 September 2020.

VOTING

Pursuant to Rule 13.39(4) of the 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 resolution 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 resolution at the EGM is 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 resolution 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 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.

— 3 —

LETTER FROM THE BOARD

GENERAL INFORMATION

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

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

Jinan, the PRC, 28 August 2020

— 4 —

APPENDIX I OVERSEAS REGULATORY ANNOUNCEMENT OF THE COMPANY ON PROPOSED PROVISION OF GUARANTEE FOR THE FINANCING OF AN OVERSEAS SUBSIDIARY

Stock Code: 600547

Stock Abbreviation: SD GOLD

Announcement No.: Lin 2020-061

SHANDONG GOLD MINING CO., LTD.

ANNOUNCEMENT ON PROVISION OF GUARANTEE FOR THE FINANCING OF AN OVERSEAS SUBSIDIARY

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 (Hong Kong) Co., Limited

• Amount of the guarantee and the accumulated balance of the actual guarantee provided: Shandong Gold Mining Co., Ltd. (the “ Company ”) proposed to provide guarantee limit with a total amount of no more than US$1,100 million to Shandong Gold Mining (Hong Kong) Co., Limited. As at the date of this announcement, the accumulated balance of the actual guarantee amount provided by the Company is US$460 million.

• Counter-guarantee: Shandong Gold Mining (Hong Kong) Co., Limited has not provided any counter-guarantee.

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

I. OVERVIEW OF THE GUARANTEE

In order to meet the capital needs of Shandong Gold Mining (Hong Kong) Co., Limited (“ SDG Hong Kong ”), a wholly-owned overseas subsidiary of the Company, for its capital needs of its overseas mergers and acquisition and operation, the 27th meeting of the fifth session of the Board and the 14th meeting of the fifth session of the Supervisory Committee convened on 7 January 2020 and the 2020 First Extraordinary General Meeting of the Company convened on 24 February 2020 considered and approved the provision of guarantee with a total amount of no more than US$600 million to SDG Hong Kong.

On 27 August 2020, the Company convened the 39th meeting of the fifth board of directors and the 19th meeting of the fifth Supervisory Committee which considered and passed the “Resolution in relation to provision of guarantees for financing of overseas subsidiary”. Based on the capital needs for its merger and acquisition of SDG Hong Kong, in order to effectively use the overseas capital market for financing, reduce financing costs, and improve decision-making efficiency, the Company intends to provide it with an additional guarantee of no more than US$500 million. The aggregate guarantee amount after providing the addition guarantee will not exceed US$1,100 million.

— I-1 —

APPENDIX I OVERSEAS REGULATORY ANNOUNCEMENT OF THE COMPANY ON PROPOSED PROVISION OF GUARANTEE FOR THE FINANCING OF AN OVERSEAS SUBSIDIARY

This guarantee arrangement needs to be submitted to the general meeting of the Company for shareholders’ consideration and approval. The effective period of the aggregate guarantee limit not exceeding US$1,100 million will be uniformly adjusted to commence from the date of approval at the Company’s general meeting to the 2020 annual general meeting. The management of the Company will be authorised to handle all the matters relating to the guarantee arrangement upon the same being considered and approved at the general meeting.

II. BASIC INFORMATION OF THE GUARANTEE

Company name: Shandong Gold Mining (Hong Kong) Co., Limited Place of incorporation: Hong Kong, the PRC Registered capital RMB4,531,145,600 (actual paid-up): Scope of business: Trade, investment, holding, consulting services, etc.

As at 30 June 2020, the total assets, total liabilities and net assets of SDG Hong Kong amounted to RMB11,298,730,100, RMB6,722,792,600 and RMB4,575,937,500, respectively. During the period from January to June 2020, the accumulated sales revenue was RMB1,071,573,100, and the net profit was RMB72,315,900 (the above financial data has not been audited).

III. SUBJECT MATTER OF THE GUARANTEE AGREEMENT

The aggregate amount of the aforesaid guarantee limit will not exceed US$1,100 million. The guarantee methods include but not limited to direct guarantee and counter-guarantee. The amount of the aforesaid additional guarantee does not represent the actual amount of proceeds to be raised. The actual amount of proceeds to be raised shall be subject to the amount of the guarantee to be approved at the general meeting and negotiations with financial institutions. The specific type, method, amount and term of the guarantee are subject to the relevant documents finally executed. The Company will strictly control the funding approval, operational risks and guarantee risks.

IV. OPINIONS OF THE BOARD OF DIRECTORS

SDG Hong Kong, as the entity in charge of implementation of the overseas merger and acquisition projects, made borrowings from financial institutions to meet the capital needs of its overseas mergers and acquisitions and operations. To support the development of SDG Hong Kong, the Company approved to provide guarantee for the financing of SDG Hong Kong as abovementioned. SDG Hong Kong, as a wholly-owned subsidiary of the Company, has capability to withstand risks and is under the control of the Company. The financial risk involved in provision of guarantee for SDG Hong Kong is within the control of the Company. The provision of guarantee by the Company for SDG Hong Kong to the extent of the abovementioned limit and term will not prejudice the legitimate rights and interests of the Company and minority shareholders of the Company.

— I-2 —

APPENDIX I OVERSEAS REGULATORY ANNOUNCEMENT OF THE COMPANY ON PROPOSED PROVISION OF GUARANTEE FOR THE FINANCING OF AN OVERSEAS SUBSIDIARY

V. OPINIONS OF INDEPENDENT DIRECTORS

Gao Yongtao, Lu Bin and Hui Wing, being independent directors of the Company have conducted a prudent verification on relevant matters concerning the Company’s provision of guarantee for its overseas subsidiary SDG Hong Kong and provided independent opinions that the provision of guarantee for SDG Hong Kong, as a wholly-owned subsidiary of the Company, to resolve the Company’s overseas mergers and acquisitions and operation needs, is in the interest of the Company as a whole. The contents and decision-making procedures of the guarantee are in compliance with the Rules Governing the Listing of Shares on the Shanghai Stock Exchange, Standardized Operation of Listed Companies 《上市公司規( 範運作指引》) and other relevant laws, regulations, normative documents as well as the Articles of Association of the Company, without prejudice to the legitimate rights and interests of public shareholders. Accordingly, the independent directors of the Company have approved the provision of guarantee by the Company for its subsidiary.

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

At present, the accumulated amount of external guarantees provided by the Company and its controlled subsidiaries is US$500 million (excluding the amount of this guarantee), and the balance of loans for which guarantee has been actually provided is US$460 million. All are guarantees provided for the overseas financing of SDG Hong Kong. There is no overdue guarantee.

Announcement is hereby made.

The Board of Directors of Shandong Gold Mining Co., Ltd. 27 August 2020

— I-3 —

NOTICE OF 2020 THIRD EXTRAORDINARY GENERAL MEETING

APPENDIX II

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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 2020 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 Third 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 Friday, 18 September 2020 for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

1. To approve the resolution on the provision of guarantee for the financing of an overseas subsidiary of the Company.

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

Jinan, the PRC 28 August 2020

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

— II-1 —

NOTICE OF 2020 THIRD EXTRAORDINARY GENERAL MEETING

APPENDIX II

Notes:

1. All holders of H Shares whose names appear on the register of members of the Company on Tuesday, 15 September 2020 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 Tuesday, 15 September 2020 to Friday, 18 September 2020 (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 Monday, 14 September 2020. 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 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 Thursday, 17 September 2020). 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 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.

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.

— II-2 —