Shandong Gold Mining Co., Ltd. - Proxy Solicitation & Information Statement 2022

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 AMENDMENTS TO THE ARTICLES OF ASSOCIATION; 2) PROPOSED AMENDMENTS TO THE GOVERNANCE SYSTEMS; AND 3) NOTICE OF 2022 THIRD EXTRAORDINARY GENERAL MEETING

A notice convening the 2022 third extraordinary general meeting (the “ EGM ”) of Shandong Gold Mining Co., Ltd. (the “ Company ”) to be held at the conference room of the Company, No. 2503, Jingshi Road, Licheng District, Jinan, Shandong Province, the PRC at 9:30 a.m. on Tuesday, 22 November 2022 is set out on pages VII-1 to VII-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 17/F, Far East Finance Centre, 16 Harcourt Road, 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 9:30 a.m. on Monday, 21 November 2022). 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.

3 November 2022

CONTENTS

				Page
Definitions . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . .	ii
Letter from the	Board	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . .	1
Appendix I	—	Comparison Table of Rules of Procedure
		for Shareholders’ Meetings . . . . . . . . . . . . . . . . . .	. . . . . . . . . . .	I-1
Appendix II	—	Comparison Table of Rules of Procedure
		for the Board of Directors . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . .	II-1
Appendix III	—	Comparison Table of Rules of Procedure
		for the Supervisory Committee . . . . . . . . . . . . . . .	. . . . . . . . . . .	III-1
Appendix IV	—	Management System for Related Party Transactions	. . . . . . . . . . .	IV-1
Appendix V	—	Decision-making System for External Guarantees . .	. . . . . . . . . . .	V-1
Appendix VI	—	Management Measures for Raised Funds . . . . . . . . .	. . . . . . . . . . .	VI-1
Appendix VII	—	Notice of 2022 Third Extraordinary General Meeting	. . . . . . . . . .	VII-1

— i —

DEFINITIONS

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

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

“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 2022 third extraordinary general meeting of the Company to be held at 9:30 a.m. on Tuesday, 22 November 2022 at the conference room of the Company, No. 2503, Jingshi Road, Licheng District, Jinan, Shandong Province, the PRC;
“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;
“H Shareholder(s)” holder(s) of H Shares; “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;

— ii —

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.

— 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. Liu Qin (Vice-chairman) Mr. Wang Shuhai Mr. Tang Qi

Non-executive Directors:

Registered office and headquarters in the PRC:

No. 2503, Jingshi Road Licheng District Jinan, Shandong Province the PRC

Mr. Li Hang (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

3 November 2022

To the Shareholders

Dear Sir or Madam,

1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; 2) PROPOSED AMENDMENTS TO THE GOVERNANCE SYSTEMS; AND 3) NOTICE OF 2022 THIRD EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

On behalf of the Board, I invite you to attend the EGM to be held at the conference room of the Company, No. 2503, Jingshi Road, Licheng District, Jinan, Shandong Province, the PRC at 9:30 a.m. on Tuesday, 22 November 2022. 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.

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The proposed amendments to the Articles of Association were made by the Company in accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of

— 1 —

LETTER FROM THE BOARD

China, the Guidelines on the Articles of Association of Listed Companies (revised in 2022) (《上市公司章程指引（2022年修訂）》) (CSRC Announcement [2022] No. 2), the Rules for General Meetings of Listed Companies (revised in 2022) 《上市公司股東大會規則（( 2022年修訂）》) (CSRC Announcement [2022] No. 13) announced by the China Securities Regulatory Commission (the “ CSRC ”) on 5 January 2022, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (revised in January 2022) 《上海證券交易所股票上市規則（( 2022年1月修訂）》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Guidelines of the Shanghai Stock Exchange for Self-regulation of Listed Companies No. 1 – Standardized Operation (《上海證券交易所上市公司自律監管指引第1號—規範運作》), the Guidelines of the Shanghai Stock Exchange for Self-regulation of Listed Companies No. 5 - Transactions and Related Party Transactions (《上海證券交易所上市公司自律監管指引第5號——交易與關聯交易》) issued by the Shanghai Stock Exchange on 7 January 2022 and other relevant laws, regulations, rules and normative documents, and taking into account the actual operational needs of the Company as below:

Original Articles Amended Articles Article 3 Article 3 (Paragraph 1 omitted) (Paragraph 1 omitted) On May 7, 2018, the CSRC approved the On May 7, 2018, the CSRC approved the Company to issue not more than 376,890,000 Company to issue a total of 356,889,500 overseas listed foreign shares (H shares), which overseas listed foreign shares (H shares), of were listed on The Stock Exchange of Hong which 327,730,000 shares were listed on The Kong Limited (hereinafter as “Hong Kong Stock Stock Exchange of Hong Kong Limited Exchange”) on September 28, 2018. (hereinafter as “Hong Kong Stock Exchange”) on September 28, 2018, and 29,159,500 shares were listed on the Hong Kong Stock Exchange on October 26, 2018. On January 11, 2021, the CSRC approved the Company to issue 159,482,759 overseas listed foreign shares (H shares) to the original shareholders of Hengxing Gold Holding Company Limited as the consideration for the acquisition of Hengxing Gold Holding Company Limited, and such shares were listed on the Hong Kong Stock Exchange on February 5, 2021.

— 2 —

LETTER FROM THE BOARD

Original Articles Amended Articles Article 29 Article 29 The Company may, in the following The Company may, in the following circumstances, buy back its outstanding shares circumstances, buy back its outstanding shares in accordance with the law, administrative in accordance with the law, administrative regulations, department rules and requirement regulations, department rules and requirement of this Articles of Associations: of this Articles of Associations: (1) When decreasing registered capital of the (1) When decreasing registered capital of the Company; Company; (2) When merging with other companies (2) When merging with other companies holding shares of the Company; holding shares of the Company;

(2) When merging with other companies holding shares of the Company;
(3) When shares are being used in the employee stock ownership plan or as equity incentive;
(3) When shares are being used in the employee stock ownership plan or as equity incentive;
(4) When shareholders objecting to resolutions of the shareholders’ meeting concerning merger or division of the Company require the Company to buy their shares;
(4) When shareholders objecting to resolutions of the shareholders’ meeting concerning merger or division of the Company require the Company to acquire ~~buy t~~ heir shares;
(5) When shares are being used to satisfy the (5) When shares are being used to satisfy the conversion of corporate bonds issued by conversion of corporate bonds issued by the listed company that can be converted to the listed company that can be converted to shares; shares;
(6) When safeguarding corporate value and (6) When safeguarding corporate value and shareholders’ equity as the Company shareholders’ equity as the Company deems necessary; deems necessary;
(7) Other situations permitted by laws and (7) Other situations permitted by laws and regulations. regulations.
Except for the abovementioned circumstances, Except for the abovementioned circumstances, the Company will not conduct any activities the Company will not conduct any activities buying or selling its shares. buying or selling its shares.

— 3 —

LETTER FROM THE BOARD

Original Articles Amended Articles Article 39 Article 39 Where a director, supervisor, member of the Where a director, supervisor, member of the senior management of the Company or any senior management of the Company or any shareholder holding more than 5% of the shareholder holding more than 5% of the Company’s shares sells his shares of the Company’s shares sells his shares of the Company within 6 months after his purchase of Company or other securities with the nature of such shares, or re-purchases the shares within 6 equities within 6 months after his purchase of months after his selling of such shares, the such shares, or re-purchases the shares within 6 proceeds generated therefrom shall become that months after his selling of such shares, the of the Company. The board of directors of the proceeds generated therefrom shall become that Company shall forfeit such proceeds. However, of the Company. The board of directors of the where a securities company holds more than 5% Company shall forfeit such proceeds. However, of the Company’s shares as a result of where a securities company holds more than 5% underwriting, the sale of remaining shares of the of the Company’s shares as a result of Company shall not be subject to such 6 months underwriting, the sale of remaining shares of the restriction. Company shall not be subject to such 6 months restriction.

Should the board of directors of the Company does not observe the preceding paragraph, the shareholders shall be entitled to request the board of directors to effect the same within thirty days. If the board of directors of the Company fails to do so within the aforesaid time limit, the shareholders may directly initiate proceedings in people’s court in their own name for the interests of the Company.

For the purpose of the foregoing paragraph, the shares or other securities with the nature of equities held by a director, supervisor, member of the senior management and any natural person shareholder shall include the shares or other securities with the nature of equities held by their spouses, parents and children and held through others’ accounts.

Should the board of directors of the Company fail to comply with the requirements set out in the first provision, the responsible director(s) shall assume joint and several liabilities under the law.

— 4 —

LETTER FROM THE BOARD

Original Articles Amended Articles Article 58 Article 58 Shareholders of the Company’s ordinary shares Shareholders of the Company’s ordinary shares shall enjoy the following rights: shall enjoy the following rights: (I) The rights to receive dividends and other (I) The rights to receive dividends and other forms of distribution in proportion to the forms of distribution in proportion to the number of shares held by them; number of shares held by them;
(II) The rights to request, convene, chair, (II) The rights to request, convene, chair, attend or appoint proxy to attend attend or appoint proxy to attend shareholders’ meetings and exercise shareholders’ meetings and exercise corresponding voting rights in accordance corresponding rights to speak and voting with laws; rights in accordance with laws;

(III)	The rights to supervise the operation of the	The rights to supervise the operation of the	(III)	The rights to supervise the operation of the	The rights to supervise the operation of the
	Company and to put forward proposals and			Company and to put forward proposals and
	raise inquiries;			raise inquiries;
(IV)	...... (Omitted);		(IV)	...... (Omitted);
(V)	The rights to obtain relevant information in		(V)	The rights to obtain relevant information in
	accordance with the Articles of Association			accordance with the Articles of Association
	of the Company, including:			of the Company, including:
	1.	to obtain a copy of the Articles of		1.	to obtain a copy of the Articles of
		Association upon payment of the cost			Association upon payment of the cost
		of such copy;			of such copy;
	2.	to have free access and photocopy		2.	to have free access and photocopy
		upon payment of a reasonable charge,			upon payment of a reasonable charge,
		of:			of:
		(1) ...... (4) Omitted			(1) ...... (4) Omitted
		(5) minutes of shareholders’ general			(5) minutes of shareholders’ general
		meetings (only available for			meetings ~~(only available for~~
		shareholders’ inspection);			~~shareholders’ inspection)~~;
		(6) special resolutions of the			(6) ~~special~~ resolutions of the
		shareholders’ general meetings			shareholders’ general meetings
		and/or the Board of the			and/or the Board, the supervisory
		Company;			committee of the Company;
		(Omitted below)			(Omitted below)

— 5 —

LETTER FROM THE BOARD

Original Articles Amended Articles Article 67 Article 67 The shareholders’ meeting is the organ of The shareholders’ meeting is the organ of authority of the Company, which exercises its authority of the Company, which exercises its functions and powers in accordance with laws: functions and powers in accordance with laws: (I) to decide on operational policies and (I) to decide on operational policies and investment plans of the Company; investment plans of the Company; ...... ......
(XV) to review and approve the change of the (XV) to review and approve the change of the purpose for raising funds; purpose for raising funds;
(XVI) to consider share incentive plans;
(XVII) to review other matters which, in accordance with laws, administrative regulations, departmental rules, the respective listing rules of the places where the shares of the Company are listed, or the provisions of the Articles of Association, shall be approved at a shareholders’ meeting.

The functions and powers of the shareholders’ meeting mentioned above shall not be delegated to the Board or any other body or individual. When it is deemed necessary and reasonable, in relation to resolutions that have been made but their relevant specific matters cannot be decided upon during the shareholders’ general meeting, the general meeting may authorize the Board to decide upon such matters within the scope of authorization of the shareholders’ general meeting subject to the applicable laws, regulations and Articles of Association.

(XVI) to consider share incentive plans and the employee stock ownership plan;
(XVII) to review other matters which, in accordance with laws, administrative regulations, departmental rules, the respective listing rules of the places where the shares of the Company are listed, or the provisions of the Articles of Association, shall be approved at a shareholders’ meeting.

— 6 —

LETTER FROM THE BOARD

Original Articles	Original Articles		Amended Articles	Amended Articles	Amended Articles
Article 68			Article 68
The	following external guarantees to be given by		The		following external guarantees to be given by
the Company shall be examined and approved by			the	Company shall be examined and approved by
the shareholders’ meeting:			the	shareholders’ meeting:
(I)	Provision of any external guarantee by	the	(I)		Provision of any external guarantee by the
	Company and its subsidiaries, the total				Company and its subsidiaries, the total
	amount of which reaches or exceeds 50%				amount of which ~~reaches or ~~exceeds 50%
	of the latest audited net assets of the				of the latest audited net assets of the
	Company;				Company;
(II)	Provision of any external guarantee by	the	(II)		Provision of any external guarantee by the
	Company, the total amount of which				Company, the total amount of which
	reaches or exceeds 30% of the latest				reaches or exceeds 30% of the latest
	audited total assets of the Company (after				audited total assets of the Company (after
	deducting clients’ margins);				deducting clients’ margins);
(III) Provision of guarantee to anyone whose			(III)		Provision of any guarantee by the
	liability-asset ratio exceeds 70%;				Company within one year, the amount of
					which exceeds 30% of the latest audited
(IV) Provision of a single guarantee whose					total assets of the Company;
	amount exceeds 10% of the latest audited
	net assets of the Company;		~~(III)~~(IV)		Provision of guarantee to anyone whose
					liability-asset ratio exceeds 70%;
(V)	Provision of guarantees to the
	shareholders, de facto controllers and their		~~(IV)~~(V)		Provision of a single guarantee whose
	related parties.				amount exceeds 10% of the latest audited
					net assets of the Company;
			~~(V)~~(VI)		Provision of guarantees to the
					shareholders, de facto controllers and their
					related parties.

— 7 —

LETTER FROM THE BOARD

Original Articles Article 69

Shareholders’ meetings are divided into annual general meetings and extraordinary general meetings. Annual general meetings are held once every year and within 6 months from the end of the preceding accounting year.

If the meeting has to be adjourned for special circumstances, the Company shall promptly report to the delegated authority of the CSRC where the Company is domiciled and the stock exchange where the shares of the Company are listed, explain the reasons for the postponement and publish an announcement.

Article 70

The Board shall convene an extraordinary general meeting within two (2) months after the occurrence of any one of the following circumstances:

(I) where the number of directors is less than the number stipulated in the Company Law or is no more than two-thirds of the number required by the Articles of Association;

Amended Articles Article 69

~~If the meeting has to be adjourned for special circumstances, the Company shall promptly report to the delegated authority of the CSRC~~ where the Company is domiciled and the stock ~~exchange where the shares of the Company are~~ listed, explain the reasons for the postponement ~~and publish an announcement.~~

Article 70

The Board shall convene an extraordinary general meeting within two (2) months after the occurrence of any one of the following circumstances:

(I) where the number of directors is less than the number stipulated in the Company Law or is no more than two-thirds of the number required by the Articles of Association, namely six directors;
(II) (Omitted below)
(II) (Omitted below)

......

— 8 —

LETTER FROM THE BOARD

Original Articles	Amended Articles
Article 71 The venue of shareholders’ meetings of the Company is: Conference Room, No. 2503 Jingshi Road, Licheng District, Jinan, Shandong Province. A venue shall be set aside for the convening of such physical shareholders’ meetings. Such meetings may also be participated via Internet pursuant to relevant requirements. A shareholder who participates in a shareholders’ meeting by online means shall be deemed to have been present at the meeting; and the shareholder’s identity shall be confirmed by the system of the stock exchange or online voting system.	Article 71 The venue of shareholders’ meetings of the Company is: Conference Room, No. 2503 Jingshi Road, Licheng District, Jinan, Shandong Province. A venue shall be set aside for the convening of such physical shareholders’ meetings. Such meetings may also be participated via Internet voting pursuant to relevant requirements. A shareholder who participates in a shareholders’ meeting by onlinevotingmeans shall be deemed to have been present at the meeting; and the shareholder’s identity shall be confirmed by the system of the stock exchange or online voting system.
Article 73	Article 73

Original Articles

Amended Articles

Article 71
The venue of shareholders’ meetings of the
Company is: Conference Room, No. 2503
Jingshi Road, Licheng District, Jinan, Shandong
Province.
A venue shall be set aside for the convening of
such physical shareholders’ meetings. Such
meetings may also be participated via Internet
pursuant to relevant requirements. A shareholder
who participates in a shareholders’ meeting by
online means shall be deemed to have been
present at the meeting; and the shareholder’s
identity shall be confirmed by the system of the
stock exchange or online voting system.

Article 71
The venue of shareholders’ meetings of the
Company is: Conference Room, No. 2503
Jingshi Road, Licheng District, Jinan, Shandong
Province.
A venue shall be set aside for the convening of
such physical shareholders’ meetings. Such
meetings may also be participated via Internet
voting pursuant to relevant requirements. A
shareholder who participates in a shareholders’
meeting by onlinevotingmeans shall be deemed
to have been present at the meeting; and the
shareholder’s identity shall be confirmed by the
system of the stock exchange or online voting
system.

Article 73

Half of the independent non-executive directors shall be entitled to propose to the Board to convene an extraordinary general meeting. Regarding the proposal of the independent nonexecutive directors to convene an extraordinary general meeting, the Board shall, pursuant to relevant laws, administrative regulations and the Articles of Association, give a written reply on whether to convene the extraordinary general meeting or not within 10 days after receipt of the proposal.

~~Half of T~~ he independent non-executive directors shall be entitled to propose to the Board to convene an extraordinary general meeting. Regarding the proposal of the independent nonexecutive directors to convene an extraordinary general meeting, the Board shall, pursuant to relevant laws, administrative regulations and the Articles of Association, give a written reply on whether to convene the extraordinary general meeting or not within 10 days after receipt of the proposal.

(Omitted below)

— 9 —

LETTER FROM THE BOARD

Original Articles Article 75

Shareholder(s) severally or jointly holding 10% or above shares of the Company shall be entitled to request the Board to convene an extraordinary general meeting, and shall put forward such request to the Board in writing. The Board shall, pursuant to laws, administrative regulations and these Articles of Association, give a written reply on whether to convene the extraordinary general meeting or not within 10 days after receipt of the proposal.

If the Board agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within five days after the resolution is made by the Board. In the event of any change to the original proposal set forth in the notice, the consent of relevant shareholder(s) shall be obtained.

If the Board does not agree to hold the extraordinary general meeting or fails to give a reply within 10 days after receipt of the proposal, shareholder(s) severally or jointly holding 10% or above shares of the Company shall be entitled to propose to the supervisory committee to convene an extraordinary general meeting, and shall put forward such request to the supervisory committee in writing.

If the supervisory committee agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within 5 days after receipt of the said request. In the event of any change to the original proposal set forth in the notice, the consent of relevant shareholder(s) shall be obtained.

In the case of failure to issue the notice for the shareholders’ meeting within the term stipulated, the supervisory committee shall be deemed as failing to convene and preside over the shareholders’ meeting. As a result of its failure to do so for more than 90 consecutive days, the shareholder(s) severally or jointly holding 10% or above shares of the Company for 90 consecutive days or above may convene and preside over such meeting by itself/themselves.

Amended Articles

Article 75

If the supervisory committee agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within 5 days after receipt of the said request. In the event of any change to the original ~~proposal r~~ equest set forth in the notice, the consent of relevant shareholder(s) shall be obtained.

— 10 —

LETTER FROM THE BOARD

Original Articles

Article 76

Where the supervisory committee or shareholders decide to convene a shareholders’ meeting by itself/themselves, it/they shall notify the Board in writing and file with the Shandong office of the CSRC and the stock exchange.

The shareholding of shareholders who convene the shareholders’ meeting shall be no less than 10% before a resolution passed at the shareholders’ meeting is announced. The convening shareholders shall, when the notice of shareholders’ meeting is issued and a resolution made at the shareholders’ meeting is announced, submit relevant evidential documents to the Shandong office of the CSRC and the stock exchange.

Article 78

The procedure for convening of the shareholders’ meeting convened by the supervisory committee or shareholders on its/their own shall be identical with that of the Board. Any necessary expenses incurred to convene the meeting shall be borne by the Company, and deducted from the amount payable by the Company to the defaulting directors.

Amended Articles Article 76 Where the supervisory committee or shareholders decide to convene a shareholders’ meeting by itself/themselves, it/they shall notify the Board in writing and file with ~~the Shandong~~ office of the CSRC and the stock exchange. The shareholding of shareholders who convene the shareholders’ meeting shall be no less than 10% before a resolution passed at the shareholders’ meeting is announced ~~,~~ .

The supervisory committee or the convening shareholders shall, when the notice of shareholders’ meeting is issued and a resolution made at the shareholders’ meeting is announced, submit relevant evidential documents to ~~the Shandong office of the CSRC and~~ the stock exchange.

Article 78

The procedure for convening of the shareholders’ meeting convened by the supervisory committee or shareholders on its/their own shall be identical with that of the Board. Any necessary expenses incurred to convene the meeting shall be borne by the Company, and deducted from the amount ~~payable by the Company to the defaulting directors~~ .

— 11 —

LETTER FROM THE BOARD

Original Articles Amended Articles Article 81 Article 81 When the Company convenes an annual general When the Company convenes an annual general meeting, an announcement of the meeting shall meeting, an announcement of the meeting shall be given twenty (20) full business days before be given twenty (20) full ~~business~~ days before the date of the meeting to notify all of the the date of the meeting to notify all of the shareholders, and when the Company convenes shareholders, and when the Company convenes an extraordinary general meeting, an an extraordinary general meeting, an announcement of the meeting shall be given ten announcement of the meeting shall be given ~~ten~~ (10) full business days or fifteen (15) days ~~(10)~~ full ~~business days or~~ fifteen (15) days (whichever is earlier) before the date of the ~~(whichever is earlier)~~ before the date of the meeting to notify all of the shareholders. meeting to notify all of the shareholders.

When the Company convenes an annual general meeting, an announcement of the meeting shall be given twenty (20) full business days before the date of the meeting to notify all of the shareholders, and when the Company convenes an extraordinary general meeting, an announcement of the meeting shall be given ten (10) full business days or fifteen (15) days (whichever is earlier) before the date of the meeting to notify all of the shareholders.

In determining the commencement date and the period, the date of the meeting convened shall be excluded.

— 12 —

LETTER FROM THE BOARD

Original Articles		Amended Articles
Article 83		Article 83
A notice of shareholders’ meeting shall be made		A notice of shareholders’ meeting shall be made
in writing and include the	following content:	in writing and include the following content:
(I) specify the date, the	time and the place of	(I) specify~~the date,~~	the time, the placeand the
the meeting;		duration of the meeting;
......		......

(VIII) specify the record date for determining the shareholders who are entitled to attend the shareholders’ meeting;
(VIII) specify the record date for determining the shareholders who are entitled to attend the shareholders’ meeting;
(IX) state the names and telephone numbers of the standing contact persons for the meeting.
(IX) state the names and telephone numbers of the standing contact persons for the meeting; ~~.~~

Any notice and supplementary notice of shareholders’ meetings shall sufficiently and completely disclose all contents of all motions in full. If any matter to be discussed requires opinions of the independent non-executive directors, the opinions and reasons of the independent non-executive directors shall be disclosed together with the issuance of such notice.

If a shareholders’ meeting is held online or otherwise, the designated time and procedure for voting online or through other means shall be expressly stated in the notice of such meeting.

The interval between the shareholding record date of a shareholders’ meeting and the date of the meeting shall not be more than 7 working days. The shareholding record date shall not be changed once confirmed.

(X) specify the time and procedure for online voting or through other means.

If a shareholders’ meeting is held online or otherwise, the designated time and procedure for ~~voting online or through other means shall be~~ expressly stated in the notice of such meeting the commencement time shall not be earlier than 3:00 pm on the day before the on-site shareholders’ meeting and no later than 9:30 am on the day of the on-site shareholders’ meeting, and its ending time shall not be earlier than 3:00 pm on the day of the conclusion of the on-site shareholders’ meeting.

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LETTER FROM THE BOARD

Original Articles Article 85

Unless otherwise required in laws, regulations and the Articles of Association, notice of shareholders’ general meeting shall be served on the shareholders (whether or not entitled to vote at the meeting), by personal delivery or prepaid mail to their addresses as shown in the register of shareholders.

For holders of A shares, notice of the meetings may be issued by way of announcement. The announcement shall be published in one or multiple newspapers designated by the securities supervisory authority of the State Council after the publication of such notice, the holders of A shares shall be deemed to have received the notice of the relevant shareholders’ general meeting.

Notice of shareholders’ general meeting can be issued to holders of H shares through announcement on the designated website of Hong Kong Stock Exchange and the Company website. After the publication of such notice, the holders of H shares shall be deemed to have received the notice of the relevant shareholders’ general meeting.

Amended Articles Article 85

Notice of shareholders’ general meeting can be issued to holders of H shares ~~through~~ ~~hdidbif~~	Notice of shareholders’ general meeting can be issued to holders of H shares ~~through~~ ~~hdidbif~~
~~announcement on te esgnate weste o~~ ~~HKSkEhdhC~~
~~ong ong toc xcange an te ompany~~ ~~bi Af h blii f h i h~~
~~weste. ter te pucaton o suc notce, te~~ ~~hldfHhhllbddh~~
~~oers o sares sa e eeme to ave~~ ~~idhifhlhhld’~~
~~receve te notce o te reevant sareoers~~ ~~general meeting. i~~n any of the following manners: (I) by personal delivery or by post to each holder of H shares at his/her registered address, and the notices to holders of H shares shall be posted in Hong Kong as far as possible; (II) to be published on the Company’s website or the designated website of the stock exchange in the place where the Company’s shares are listed, subject to compliance with applicable laws, administrative regulations and relevant listing rules; (III) to be issued in accordance with other requirements of the stock exchange and the listing rules.
(I) (II) (III)
	holder of H shares at his/her registered
	address, and the notices to holders of H
	shares shall be posted in Hong Kong as far
	as possible; to be published on the Company’s website
	or the designated website of the stock
	exchange in the place where the
	Company’s shares are listed, subject to
	compliance with applicable laws,
	administrative regulations and relevant
	listing rules; to be issued in accordance with other
	requirements of the stock exchange and the
	listing rules.

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LETTER FROM THE BOARD

	Original Articles		Amended Articles
	Article 100		Article 100

Where the shareholders’ general meeting is convened by the board of directors, the chairman of the board of directors shall 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 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 preside over the meeting. (Omitted below)

~~Where the shareholders’ general meeting is convened by the board of directors, T~~ he chairman of the board of directors shall chair and preside over the shareholders’ general 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 chair 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 chair and preside over the meeting. (Omitted below)

Article 106

The convener shall ensure that the contents of the minutes are true, accurate and complete. The directors, the supervisors, the secretary of the board of directors, the convener or representative thereof, and the chairman of the general meeting shall sign on the minutes of the meeting. The minutes of meeting shall be kept together with the attendance record of the attending shareholders, the power of attorney of the proxies and the valid information of online voting for a term of 10 years.

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LETTER FROM THE BOARD

Original Articles Article 108

Resolutions of general meetings shall be divided into ordinary resolutions and special resolutions.

Amended Articles Article 108 Resolutions of general meetings shall be divided into ordinary resolutions and special resolutions.

To adopt an ordinary resolution, votes To adopt an ordinary resolution, votes representing more than one half of the voting representing ~~more than one half m~~ ore than half rights represented by the shareholders of the voting rights represented by the (including proxies) present at the meeting must shareholders (including proxies) present at the be exercised in favour of the resolution for it to meeting must be exercised in favour of the be passed. resolution for it to be passed. To adopt a special resolution, votes representing To adopt a special resolution, votes representing more than two-thirds of the voting rights more than two-thirds of the voting rights represented by the shareholders (including represented by the shareholders (including proxies) present at the meeting must be proxies) present at the meeting must be exercised in favour of the resolution for it to be exercised in favour of the resolution for it to be passed. passed.

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LETTER FROM THE BOARD

Original Articles Amended Articles Article 110 Article 110 The following matters shall be resolved by way The following matters shall be resolved by way of a special resolution of the general meeting: of a special resolution of the general meeting: (I) increase or reduction of the Company’s (I) increase or reduction of the Company’s registered capital and issuance of any registered capital and issuance of any category of shares, warrants or other category of shares, warrants or other similar securities; similar securities;
(II) issuance of Company’s bonds; (II) issuance of Company’s bonds; (III) division, merger, dissolution and (III) division, spin-off, merger, dissolution and liquidation of the Company, or change in liquidation of the Company, or change in the corporate form of the Company; the corporate form of the Company;
(IV) amendment of the Articles of Association; (IV) amendment of the Articles of Association; (V) amendment of the profit distribution plans (V) amendment of the profit distribution plans drafted by the Board; drafted by the Board;
(VI) any purchase or disposal of substantial (VI) any purchase or disposal of substantial assets made or guarantee provided by the assets made or guarantee provided by the Company within one year, the amount of Company within one year, the amount of which exceeds 30% of the total assets as which exceeds 30% of the total assets as presented in the latest audited consolidated presented in the latest audited consolidated financial statements of the Company; financial statements of the Company;
(VII) share incentive plans; (VII) share incentive plans and the employee stock ownership plan;
(VIII) repurchase of the Company’s shares; (VIII) repurchase of the Company’s shares;
(IX) matters as required by laws, administrative regulations or the Articles of Association, (IX) matters as required by laws, administrative or other matters that, as resolved by way of regulations or the Articles of Association, an ordinary resolution of the general or other matters that, as resolved by way of meeting, may have a significant impact on an ordinary resolution of the general the Company and require adoption by way meeting, may have a significant impact on of a special resolution. the Company and require adoption by way of a special resolution.

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LETTER FROM THE BOARD

Original Articles		Amended Articles
Article 111		Article 111
Shareholders (including proxies) shall exercise		Shareholders (including proxies) shall exercise
their voting rights according to the number of		their voting rights according to the number of
voting shares they represent, with one vote for		voting shares they represent, with one vote for
each share.		each share.

Where material issues affecting the interests of small and medium investors are being considered at the general meeting, the votes by small and medium investors shall be counted separately. The separate counting results shall be publicly disclosed in a timely manner.

Small and medium investors refer to other shareholders of the Company excluding the following:

(I) shareholders and persons acting in concert with them who hold 5% or more of the Company’s shares;
(I) shareholders and persons acting in concert with them who hold 5% or more of the Company’s shares;
(II) directors, supervisors, senior management officers and their related persons who hold the shares in the Company.
(II) directors, supervisors, senior management officers and their related persons who hold the shares in the Company.

— 18 —

LETTER FROM THE BOARD

Original Articles

The Board, independent non-executive directors and qualified shareholders may collect voting rights from shareholders. Shareholders’ voting rights shall be solicited with sufficient disclosure of the concrete voting intention to the owner of the voting rights. Consideration or de facto consideration for soliciting shareholders’ voting rights is prohibited. The Company shall not set a minimum shareholding ratio threshold for soliciting the voting rights.

Article 113

The Company shall, subject to the shareholders’ general meetings being legally and validly held, make it convenient for the shareholders to attend the general meetings through various means, including using modern information technology to establish an online voting platform.

Amended Articles

If a shareholder purchases shares of the Company with voting rights, which is in violation of the provisions of Paragraph 1 and Paragraph 2 of Article 63 of the Securities Law, such shares in excess of the prescribed proportion shall not be allowed to exercise voting rights for thirty-six months after the purchase, and shall not be counted in the total number of shares with voting rights attending a shareholders’ general meeting. The Board, independent non-executive directors and ~~qualified~~ shareholders holding more than 1% of the voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may collect voting rights from shareholders. Shareholders’ voting rights shall be solicited with sufficient disclosure of the concrete voting intention to the owner of the voting rights. Consideration or de facto consideration for soliciting shareholders’ voting rights is prohibited. The Company shall not set a minimum shareholding ratio threshold for soliciting the voting rights.

Article 113

The Company shall ~~, subject to the shareholders’~~ general meetings being legally and validly held, make it convenient for the shareholders to attend the general meetings through ~~various means, including~~ using modern information technology to establish an online voting platform.

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LETTER FROM THE BOARD

Original Articles	Amended Articles
Article 115	Article 115
(Omitted)......	(Omitted) ......

The procedures for election of directors or supervisors are as follows:

The procedures for election of directors or supervisors are as follows:
(I) The Board and shareholders severally or jointly holding 3% or above shares of the Company shall be entitled to nominate a candidate for director of the Company (excluding independent directors). The supervisory committee and shareholders severally or jointly holding 3% or above shares of the Company shall be entitled to nominate a candidate for shareholders representing supervisor of the Company. Candidates for director and supervisor nominated by shareholders shall be submitted to the Board or convener of meeting in writing 10 days prior to the convening of the general meeting.
(I) The Board and shareholders severally or jointly holding 3% or above shares of the Company shall be entitled to nominate a candidate for director of the Company (excluding independent directors). The supervisory committee and shareholders severally or jointly holding 3% or above shares of the Company shall be entitled to nominate a candidate for shareholders representing supervisor of the Company. Candidates for director and supervisor nominated by shareholders shall be submitted to the Board or convener of meeting in writing 10 days prior to the convening of the general meeting.
(II) The Board, the supervisory committee or shareholders severally or jointly holding 1% or above issued shares of the Company may propose a candidate for independent non- executive director but the number of such candidates nominated by shareholders shall be in conformity with the proportion specified in the preceding paragraphs. The nomination of independent non-executive directors shall also comply with the relevant laws, administrative regulations and department rules.
(II) The Board, the supervisory committee or shareholders severally or jointly holding 1% or above issued shares of the Company may propose a candidate for independent non- executive director ~~but the number of such candidates nominated by shareholders~~ shall be in conformity with the proportion ~~specified in the preceding paragraphs.~~ The nomination of independent non-executive directors shall also comply with the relevant laws, administrative regulations and department rules.

(III) (Omitted below) ......

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LETTER FROM THE BOARD

Original Articles	Amended Articles	Amended Articles
Article 139	Article 139

Directors shall be elected or changed by the general meeting, and may be removed from his office by the general meeting by an ordinary resolution in accordance with relevant laws and administrative regulations prior to the maturity of his term (but the director’s right to claim damages based on any contract shall not be affected). The term of office of a director is 3 years. A director may serve consecutive terms if re-elected.

That the minimum length of the period, during which notice to the Company of the intention to propose a person for election as a director and during which notice to the Company by such person of his willingness to be elected may be given, will be at least 7 days (the period will commence no earlier than the day after the despatch of the notice of the general meeting and end no later than 7 days prior to the date of such meeting).

A director’s term of service commences from the date he takes office, until the current term of service of the Board ends. A director shall continue to perform his/her duties as a director in accordance with the laws, administrative regulations, departmental rules and the Articles of Association until a re-elected director takes office, if re-election is not conducted in a timely manner upon the expiry of his/her term of office.

Any person appointed by the Board to fill a temporary vacancy on or as an addition to the Board shall hold office only until the next following general meeting of the Company, and shall then be eligible for re-election.

Any person appointed by the Board to fill a temporary vacancy on or as an addition to the Board shall hold office only until the ~~next following~~ first annual general meeting of the Company after his/her appointment, and shall then be eligible for re-election.

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LETTER FROM THE BOARD

Original Articles

The general manager or other senior officers may concurrently serve as a director, provided that the aggregate number of the directors who concurrently serve as general manager or other senior officers shall not exceed one half of all the directors of the Company.

No employee representative(s) can serve as a director in the Board of the Company. A director is not required to hold shares of the Company.

Amended Articles The general manager or other senior officers may concurrently serve as a director, provided that the aggregate number of the directors who concurrently serve as general manager or other senior officers shall not exceed one half of all the directors of the Company. No employee representative(s) can serve as a director in the Board of the Company. A director is not required to hold shares of the Company.

Article 150	Article 150		Article 150	Article 150
The	Board shall exercise the following functions		The	Board shall exercise the following functions
and	powers:		and	powers:
(I)	to convene general meetings and report to		(I)	to convene general meetings and report to
	general meetings;			general	meetings;
(II)	to implement resolutions	of general	(II)	to implement resolutions of general
	meetings;			meetings;
(III)	to resolve on the Company’s business plans		(III)	to formulate the Company’s medium and
	and investment plans;			long-term development plans and annual
				investment plans and resolve on the
......				Company’s business plans and investment
				plans;
(VIII)	to determine, within the authority granted
	by the general meeting, such matters as		......
	external investment, acquisition and
	disposal of assets, asset mortgage, external		(VIII)	to determine, within the authority granted
	guarantee, consigned	financial		by the	general meeting, such matters as
	management, connected transactions, etc.;			external investment, acquisition and
				disposal of assets, asset mortgage, external
......				guarantee, consigned financial
				management, connected transactions,
				external donations, etc.;

......

— 22 —

LETTER FROM THE BOARD

Original Articles Amended Articles (X) to appoint or dismiss the general manager (X) to appoint or dismiss the general manager and secretary to the Board of the Company; and secretary to the Board and other senior to appoint or dismiss senior management management members of the Company, to officers including deputy general carry out performance appraisal of them manager(s) and the person in charge of and to determine their remunerations, finance of the Company in accordance with rewards and penalties; to appoint or the nominations by general manager, and to dismiss senior management officers determine their remunerations, rewards including deputy general manager(s) and and penalties; the person in charge of finance of the Company in accordance with the
...... nominations by general manager, to carry out performance appraisal of them and to
(XVI) to exercise other functions and powers as determine their remunerations, rewards stipulated by laws, administrative and penalties;
(XVI) to exercise other functions and powers as stipulated by laws, administrative regulations, department rules or the Articles of Association.

......

Matters beyond the scope of authorization of the general meeting should be submitted to the general meeting for consideration.

The Board may resolve on the issues specified in the above paragraphs by approval of more than half of the directors save for the issues specified in (VI), (VII) and (XII), for which approval of more than two-thirds of the directors is required.

(XVI) to exercise other functions and powers as stipulated by laws, administrative regulations, department rules or the Articles of Association.

Matters beyond the scope of authorization of the general meeting should be submitted to the general meeting for consideration.

Article 152

The Board shall formulate the rules of procedure for meetings of the Board to ensure the implementation by the Board of the resolutions of general meeting, to improve efficiency and to have scientific decision-making. The rules of procedure for meetings of the Board shall be approved by the general meeting as an appendix to the Articles of Association.

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LETTER FROM THE BOARD

Original Articles Article 153

The Board shall formulate stringent examination and approval system to determine the authority with respect to external investment, acquisition and disposal of assets, mortgage of assets, external guarantee, entrusted wealth management and connected transactions of the Company. Specialists or professionals shall be retained to evaluate major investment projects and report to general meeting for approval.

The board of directors has the right to approve the following major matters:

The Company’s purchase or disposal of major assets within one year with the aggregate amount not exceeding 30% of the latest audited total assets of the Company.
The scope of authority for external guarantee: provision of any external guarantee by the Company and its controlling subsidiaries with the aggregate amount not exceeding 50% of the latest audited net assets of the Company; provision of any external guarantee by the Company with the aggregate amount not exceeding 30% of the latest audited total assets of the Company; provision of guarantee to anyone with gearing ratio not exceeding 70%; provision of any single guarantee not exceeding 10% of the latest audited net assets.

Amended Articles Article 153

The Board shall formulate stringent examination and approval system to determine the authority with respect to external investment, acquisition and disposal of assets, mortgage of assets, external guarantee, entrusted wealth management ~~and,~~ connected transactions and external donations of the Company. Specialists or professionals shall be retained to evaluate major investment projects and report to general meeting for approval.

The board of directors has the right to approve the following major matters:

The Company’s purchase or disposal of major assets within one year with the aggregate amount not exceeding 30% of the latest audited total assets of the Company.
The scope of authority for external guarantee: provision of any external guarantee by the Company and its controlling subsidiaries with the aggregate amount not exceeding 50% of the latest audited net assets of the Company; provision of any external guarantee by the Company with the aggregate amount not exceeding 30% of the latest audited total assets of the Company; provision of guarantee to anyone with gearing ratio not exceeding 70%; provision of any single guarantee not exceeding 10% of the latest audited net assets.

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LETTER FROM THE BOARD

Original Articles

Any such guarantees to be approved by the board of directors must be approved by a resolution passed by more than two-thirds of the directors present at the relevant board meeting.

For external guarantees considered and approved by the board of directors, the Company must promptly disclose them in the newspapers designated by the CSRC and the Company for information disclosure purpose. The contents to be disclosed shall include the respective resolutions passed by the board of directors, the aggregate amount of external guarantees provided by the Company and its controlling subsidiaries as at the date of disclosure, the aggregate amount of guarantees provided by the Company to its controlling subsidiaries.

To consider and approve major transactions and connected transactions that shall be considered and approved by the board of directors in accordance with the listing rules of the jurisdiction in which the securities of the Company are listed.

Amended Articles

Any such guarantees to be approved by the board of directors ~~must~~ shall be approved by a resolution passed by more than two-thirds of the directors present at the relevant board meeting, in addition to being considered and approved by more than half of all directors.

For external guarantees outside the scope of authority shall be considered and approved by the board of directors before submission to the shareholders’ meeting. The Company shall neither provide guarantees in favour of a unit without legal person status nor an individual. The Company shall require the controlling shareholders, de facto controllers and their associates guaranteed to provide counter indemnity and the party providing the counter indemnity must possess actual performance ability. For external guarantees considered and approved by the board of directors, the Company must promptly disclose them in the newspapers designated by the CSRC and the Company for information disclosure purpose. The contents to be disclosed shall include the respective resolutions passed by the board of directors, the aggregate amount of external guarantees provided by the Company and its controlling subsidiaries as at the date of disclosure, the aggregate amount of guarantees provided by the Company to its controlling subsidiaries.

The board of directors considers and approves external donations not exceeding RMB20 million per year.
~~3.~~ To consider and approve major transactions and connected transactions that shall be considered and approved by the board of directors in accordance with the listing rules of the jurisdiction in which the securities of the Company are listed.

— 25 —

LETTER FROM THE BOARD

Original Articles	Amended Articles
Article 157 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.	Article 157 The vice chairman of the Company shall assist the chairman. 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.
Article 160 A notice of extraordinary meeting of the board of directors shall be delivered by telephone or written notice; the time limit for the delivery of such notice is at least 5 days before the meeting.	Article 160 A notice of extraordinary meeting of the board of directors shall be delivered by telephone or written notice; the time limit for the delivery of such notice is at least 5 days before the meeting. In case of emergency and an extraordinary meeting of the board of directors is required to be convened as soon as possible, the notice of meeting may be given by telephone or by other verbal means at any time, but the convener shall provide an explanation at the meeting.
Article 170 The primary responsibilities of the strategy committee include:	Article 170 The primary responsibilities of the strategy committee include:

(I) to study the Company’s long-term (I) to study the Company’s medium and development strategy plans and make long-term development strategy plans and recommendations; (Omitted below) annual investment plans and make recommendations; (Omitted below)

— 26 —

LETTER FROM THE BOARD

Original Articles	Amended Articles	Amended Articles
Article 177	Article 177

In accordance with the Constitution of the Communist Party of China, the Company hereby set up the organization under the Communist Party of China and related working organs, and maintain staffing to handle Party affairs. Members of the leading group of the Party organization of the Company shall be approved for appointment according to the management authority. The Party organization relationship of the Company is managed geographically and its works are carried out under the double leadership of the Party committee of the Group and the Party organization of its resident.

In accordance with the Constitution of the Communist Party of China, the Company hereby set up the organization under the Communist Party of China and related working organs, and maintain staffing to handle Party affairs, and carry out the Party activities. ~~Members of the leading group of the Party organization of the Company shall be approved for appointment according to the management authority. The Party organization relationship of the Company is managed geographically and its works are carried out under the double leadership of the Party committee of the Group and the Party organization of its resident.~~

Article 178

The Party organization of the Company shall conduct regular re-election upon the expiry of its term of office pursuant to the relevant requirements. Article 178

Members of the leading group of the Party organization of the Company shall be approved for appointment according to the management authority. The Party organization of the Company shall conduct regular re-election upon the expiry of its term of office pursuant to the relevant requirements.

Article 185

Any person holding any executive position working in the controlling shareholder of the Company other than as a director or supervisor shall not serve as senior management of the Company.

Any person holding any executive position working in the controlling shareholder of the Company other than as a director or supervisor shall not serve as senior management of the Company. The Company’s senior management is paid only by the Company and is not paid by the controlling shareholders on behalf of the Company.

— 27 —

LETTER FROM THE BOARD

The general manager shall be present at meetings of the board of directors. However, the general manager shall have no voting rights at meetings of the board of directors unless he/she concurrently serves as a director.

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LETTER FROM THE BOARD

Original Articles	Amended Articles
Article 192 If the general manager violates laws, administrative regulations, department rules or these Articles of Association when performing his duties in the Company, he/she shall indemnify the Company against losses incurred due to such violation.	Article 192 The senior management of the Company shall faithfully perform their duties and safeguard the best interests of the Company and all shareholders. If the senior management of the Company fails to perform their duties faithfully or violates their obligations of integrity and causes damage to the interests of the Company and the public shareholders, they shall be liable for compensation in accordance with the law. If the general manager violates laws, administrative regulations, department rules or these Articles of Association when performing his duties in the Company, he/she shall indemnify the Company against losses incurred due to such violation.
Article 197 A supervisor shall ensure that information disclosed by the Company is true, accurate and complete.	Article 197 A supervisor shall ensure that information disclosed by the Company is true, accurate and complete, and sign a written confirmation of the periodic report.

Article 204 The supervisory committee shall formulate procedural rules to be followed at meetings of the supervisory committee, specify the method for discussions and the voting procedures of the supervisory committee, so as to ensure the working efficiency and scientific decision making of the supervisory committee.	Article 204 The supervisory committee shall formulate procedural rules to be followed at meetings of the supervisory committee, specify the method for discussions and the voting procedures of the supervisory committee, so as to ensure the working efficiency and scientific decision making of the supervisory committee. The rules of procedure for the supervisory committee shall be approved by the general meeting as an appendix to the Articles of Association.

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LETTER FROM THE BOARD

Original Articles Article 207

A person may not serve as a director, supervisor, general manager and other senior management of the Company if any of the following circumstances apply:

(I) a person without legal or with restricted legal capacity;
(II) a person who has been found guilty of sentenced for corruption, bribery, infringement of property, misappropriation of property or sabotaging the social economic order where less than a term of 5 years have elapsed since the sentence was served; or a person who has been deprived of his political rights, in each case where less than 5 years have elapsed since the sentence was served;
(III) a person who is a former director, factory manager or general manager of a company or enterprise which has been entered into insolvent liquidation because of mismanagement and he/she is personally liable for the insolvency of such company or enterprise, where less than 3 years have elapsed since the date of the completion of the insolvency and liquidation of the company or enterprise;
(IV) a person who is a former legal representative of a company or enterprise which had its business licence revoked due to a violation of the law and who incurred personal liability, where less than 3 years has elapsed since the date of the revocation of the business licence;
(V) a person who has a relatively large amount of debts due and outstanding;

Amended Articles Article 207

A person may not serve as a director, supervisor, general manager and other senior management of the Company if any of the following circumstances apply:

(I) a person without legal or with restricted legal capacity;
(II) a person who has been found guilty of sentenced for corruption, bribery, infringement of property, misappropriation of property or sabotaging the social economic order where less than a term of 5 years have elapsed since the sentence was served; or a person who has been deprived of his political rights, in each case where less than 5 years have elapsed since the sentence was served;
(III) a person who is a former director, factory manager or general manager of a company or enterprise which has been entered into insolvent liquidation because of mismanagement and he/she is personally liable for the insolvency of such company or enterprise, where less than 3 years have elapsed since the date of the completion of the insolvency and liquidation of the company or enterprise;
(IV) a person who is a former legal representative of a company or enterprise which had its business licence revoked due to a violation of the law and who incurred personal liability, where less than 3 years has elapsed since the date of the revocation of the business licence;
(V) a person who has a relatively large amount of debts due and outstanding;

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LETTER FROM THE BOARD

Original Articles

(VI) a person who is under criminal investigation by judicial organization for the violation of the criminal law which is not yet concluded;
(VII) a person who is not eligible to act as a leader of an enterprise according to laws and administrative regulations;
(VIII) a non-natural person;
(IX) currently being barred by the China Securities Regulatory Commission from participating in the securities market;
(X) a person convicted of the contravention of provisions of relevant securities regulations by a relevant government authority, and such conviction involves a finding that he has acted fraudulently or dishonestly, where less than 5 years has elapsed since the date of the conviction;
(XI) other persons that are disqualified as corporate leader according to laws, administrative regulations, departmental rules, regulatory documents, regulations of relevant regulatory authorities and these Articles of Association.

Where the Company elects, appoints or employs a director, a supervisor, the general manager and other senior management to which any of the above circumstances applies, such election, appointment or employment shall be null and void. A director, a supervisor, the general manager and other senior management to which any of the above circumstances applies during his/her term of office shall be released of his/her duties by the Company.

Amended Articles

(VI) a person who is under criminal investigation by judicial organization for the violation of the criminal law which is not yet concluded;
~~(VII) a person who is not eligible to act as a leader of an enterprise according to laws and administrative regulations;~~
~~(VIII)~~ (VII) a non-natural person;
~~(IX)~~ (VIII) currently being barred by the China Securities Regulatory Commission from participating in the securities market;
~~(X)~~ (IX) a person convicted of the contravention of provisions of relevant securities regulations by a relevant government authority, and such conviction involves a finding that he has acted fraudulently or dishonestly, where less than 5 years has elapsed since the date of the conviction;
~~(XI)~~ (X) other persons that are disqualified as corporate leader according to laws, administrative regulations, departmental rules, regulatory documents, regulations of relevant regulatory authorities and these Articles of Association.

— 31 —

LETTER FROM THE BOARD

Original Articles Amended Articles Article 210 Article 210 Each of the directors, supervisors, general Each of the directors, supervisors, general manager and other senior management of the manager and other senior management of the Company owes a duty, in the exercise of his Company owes a duty, in the exercise of his powers and discharge of his duties, to exercise powers and discharge of his duties, to exercise the care, diligence and skill that a reasonably the care, diligence and skill that a reasonably prudent person would exercise in comparable prudent person would exercise in comparable circumstances. circumstances.

Each of the directors, supervisors, general manager and other senior management of the Company owes a duty, in the exercise of his powers and discharge of his duties, to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

When the resolution of their proposed	When the resolution of their proposed
appointments is tabled for consideration	at the
shareholders’ general meeting, the Board
meeting or the employee representatives’
meeting or other authorized institutions, the
candidates for directors, supervisors and senior
management should attend the meetings in
person and provide explanation on	their
capabilities of performance, professional
capability, past working experience, any
violations of laws and regulations, any conflict
of interest with the Company, and relationship
with the controlling shareholders, de	facto
controllers and other directors, supervisors and
senior management of the Company, etc.

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LETTER FROM THE BOARD

Original Articles		Amended Articles
Article 226		Article 226
The Company shall submit its annual financial		At the end of each fiscal year, the Company shall
and accounting reports to the CSRC and the		prepare a financial report which shall be audited
stock exchange within four months from the		in compliance with the laws. The fiscal year is
ending date of each fiscal year, submit the half-		from 1 January to 31 December of the Gregorian
year financial and accounting reports to the local		calendar. The Company shall use Renminbi as
office of the CSRC and the stock exchange		the reporting currency and the accounts shall be
within two months from the ending date of the		written in Chinese.
first six months of each fiscal year, and submit
the quarterly financial and accounting reports to		The financial report of the Company	shall
the local office of the CSRC and the	stock	include the following financial and accounting
exchange within one month from the ending		statements and associated breakdown:
dates of the first three and first nine months of
each fiscal year respectively. The above		(1) Balance sheet;
financial and accounting reports are prepared in
accordance with laws, administrative		(2) Statement of profit and loss;
regulations and the provisions of departmental
regulations.		(3) Statement of comprehensive income;
		(4) Statement of changes in equity;
		(5) Statement of cash flows;
		(6) Notes to the financial statements.

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LETTER FROM THE BOARD

Original Articles	Amended Articles
	The Company shall submit and disclose its annual ~~financial and accounting ~~reports to the CSRC and the stock exchange within four months from the ending date of each fiscal year, submit and disclose the interim ~~half-year~~ ~~financial and accounting ~~reports to the local office of the CSRC and the stock exchange within two months from the ending date of the ~~first six months ~~first halfof each fiscal year, and submit the quarterly ~~financial and accounting~~ reports to the local office of the CSRC and the stock exchange within one month from the ending dates of the first three and first nine months of each fiscal year respectively. The above financial and accounting reports are prepared in accordance with laws, administrative regulations and the provisions of the CSRC and the stock exchange ~~departmental~~ ~~regulations~~.
	~~regulations~~.
Article 235	Article 235

The Company may execute profit distribution policies, provided that the following rules are strictly complied with:

(I) Profit distribution principles: The Company adopts consistent and stable profit distribution policies, which should emphasize on investors’ reasonable investment return while meeting reasonable capital requirements of the Company, but the profit distribution shall not exceed the range of the accumulated distributable profits or damage the Company’s ability to continue operations.
(I) Profit distribution principles: The Company adopts consistent and stable profit distribution policies, which should emphasize on investors’ reasonable investment return while meeting reasonable capital requirements of the Company, but the profit distribution shall not exceed the range of the accumulated distributable profits or damage the Company’s ability to continue operations.
(II) Profit distribution mechanism: The Company may distribute profit in the form of cash, shares, or by the combination of cash and shares, and shall actively promote the distribution of profits in the form of cash.
(II) Profit distribution mechanism: The Company may distribute profit in the form of cash, shares, or by the combination of cash and shares, and shall actively promote the distribution of profits in the form of cash.

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LETTER FROM THE BOARD

Original Articles		Amended Articles
(III) The Company generally distributes its		(III) The Company generally distributes its
profits on a yearly basis, and	can also	profits on a yearly basis, and can also
distribute an interim or quarter profits		distribute an interim or quarter profits
(cash) based on the capital requirements of		(cash) based on the capital requirements of
the Company.		the Company.
		When conducting profit distribution, the
		board of directors of the Company shall
		distinguish the following circumstances
		taking into account the features of the
		industry in which the Company operates,
		development stages, operation model and
		profitability and whether it has any
		substantial capital expenditure
		arrangement, and stipulate differentiated
		cash dividend policy:
		(1) Where the Company is in a developed
		stage with no substantial capital
		expenditure arrangement, cash
		dividend shall represent at least 80%
		of the total profit distribution when
		distributing profits;
		(2) Where the Company is in a developed
		stage with substantial capital
		expenditure arrangement, cash
		dividend shall represent at least 40%
		of the total profit distribution when
		distributing profits;
		(3) Where the Company is in a
		developing stage with substantial
		capital expenditure arrangement, cash
		dividend shall represent at least 20%
		of the total profit distribution when
		distributing profits.

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LETTER FROM THE BOARD

Original Articles

(IV) Cash distribution interval and percentage: The Company must make one cash dividend distribution during every three consecutive years, the specific percentages of distribution to be drafted by the Board according to the operating situation of the Company and the stipulations of the CSRC, and to be considered and determined by the general meetings.

The profits distributed in cash by the Company in the last three years shall not be in aggregate lower than 30% of the average annual distributable profit realized in the last three years.

Amended Articles

(IV)	If it is difficult to determine the Company’s
	stage of development but there is a
	significant capital expenditure
	arrangement, profit distribution may be
	dealt with pursuant to aforesaid
	requirements. The proportion of cash dividends in the
	profit distribution shall be cash dividends
	divided by the sum of cash dividends and
	share dividends. The board of directors of the Company may
	propose the Company to make interim cash
	distribution according to the Company’s
	profitability and capital requirement
	conditions provided that the cash dividend
	conditions are satisfied. Cash distribution interval and percentage: The Company must make one cash dividend distribution during every three consecutive years, the specific percentages of distribution to be drafted by the Board according to the operating situation of the Company and the stipulations of the CSRC, and to be considered and determined by the general meetings. The profits distributed in cash by the Company in the last three years shall not be in aggregate lower than 30% of the average annual distributable profit realized in the last three years.

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LETTER FROM THE BOARD

Original Articles

(V) The Company may distribute cash dividend, provided that the following conditions are fulfilled:
Amended Articles (V) The Company may distribute cash dividend, provided that the following conditions are fulfilled:
Positive figures are recorded for the distributable profits of the Company (i.e. the remaining after-tax profits after the Company has covered loss and has extracted statutory reserve fund) during the year, and there is sufficient cash so that cash dividend may not influence the Company’s subsequent continuing operation;
Positive figures are recorded for the distributable profits of the Company (i.e. the remaining after-tax profits after the Company has covered loss and has extracted statutory reserve fund) during the year, and there is sufficient cash so that cash dividend may not influence the Company’s subsequent continuing operation;
A standard unqualified audit report is issued by an auditor for the financial report of the Company during the year;
A standard unqualified audit report is issued by an auditor for the financial report of the Company during the year;
The Company has no such events as major investment plans or significant cash expenditures (excluding fund-raising projects). Significant investment plans or significant cash expenditures refer to: the proposed external investment, acquisition of assets or purchase of equipment by the Company in the coming twelve months with accumulated expenses amounting to or exceeding 30% of the latest audited net assets of the Company.
The Company has no such events as major investment plans or significant cash expenditures (excluding fund-raising projects). Significant investment plans or significant cash expenditures refer to: the proposed external investment, acquisition of assets or purchase of equipment by the Company in the coming twelve months with accumulated expenses amounting to or exceeding 30% of the latest audited net assets of the Company.
(VI) Conditions for script dividend proposal: (VI) Conditions for script dividend proposal: Subject to the fulfilment of the conditions Subject to the fulfilment of the conditions for cash dividend distribution, if the for cash dividend distribution, if the operating income and net profit of the operating income and net profit of the Company show rapid growth, in addition to Company show rapid growth, in addition to propose a cash dividend proposal, the propose a cash dividend proposal, the Board can propose and implement a script Board can propose and implement a script dividend proposal if it considers the scale dividend proposal if it considers the scale of the share capital and shareholding of the share capital and shareholding structure of the Company are reasonable. structure of the Company are reasonable.

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LETTER FROM THE BOARD

Original Articles	Amended Articles
Article 240 The Company shall appoint such accounting firm which has obtained the “Qualifications for Engaging in the Business Related to Securities” (“從事證券相關業務資格”) for carrying out the audit for the accounting statements and reports, net asset verification and other relevant consultancy service.	Article 240 The Company shall appoint such accounting firm which ~~has obtained the “Qualifications for~~ ~~Engaging in the Business Related to Securities”~~ ~~(“從事證券相關業務資格”) c~~omplies with the provisions of the Securities Lawfor carrying out the audit for the accounting statements and reports, net asset verification and other relevant consultancy service.
Article 282	Article 282

The Articles of Association are written in The Articles of Association are written in Chinese. In case of any inconsistency between Chinese. In case of any inconsistency between the articles of association in any other language the articles of association in any other language or of different version and the Articles of or of different version and the Articles of Association, the latest Chinese version of the Association, the latest Chinese version of the Articles of Association approved by and Articles of Association approved by and registered with the Shandong Administration for registered with the Shandong Administration for Industry and Commerce shall prevail. ~~Industry and Commerce M~~ arket Regulation shall prevail.

Article 286

The Articles of Association shall be considered The Articles of Association shall be considered and approved at a shareholders’ general and approved at a shareholders’ general meeting, and shall take effect from the date meeting, ~~when the H Shares publicly issued by~~ when the H Shares publicly issued by the ~~the Company are listed and traded on the Stock~~ Company are listed and traded on the Stock ~~Exchange of Hong Kong.~~ and shall take effect Exchange of Hong Kong. from ~~the~~ such date.

Save for the abovementioned amendments, other contents of the Articles of Association remain unchanged. The said amendments to the Articles of Association have been considered and 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.

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LETTER FROM THE BOARD

3. PROPOSED AMENDMENTS TO THE GOVERNANCE SYSTEMS

In accordance with relevant provisions of Company Law of the People’s Republic of China, Securities Law of the People’s Republic of China, the Code of Corporate Governance for Listed Companies of the CSRC, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (2022 revision), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 1 — Standardised Operation and other relevant laws, regulations, rules and regulatory documents, together with the Company’s own actual situation, the Company proposed to revise the Rules of Procedure for the General Meeting of Shareholders 《股東大會議事規則》( ); Rules of Procedure for the Board of Directors (《董事會議事規則》); Rules of Procedure for the Supervisory Committee (《監事會議事規則》); Management System for Related Party Transactions 《關聯交易管理制度》( ); the Decision-making System for External Guarantees (《對外擔保決策制度》) and Management Measures for Raised Funds 《募集資金管理辦法》( ) (collectively, the “ Proposed Amendments to the Governance Systems ”). The comparison tables of the Proposed Amendments to the Rules of Procedure for the General Meeting of Shareholders (《股東大會議事規則》), the Rules of Procedure for the Board of Directors (《董事會議事規則》) and the Rules of Procedure for the Supervisory Committee 《監事會議事規則》( ) are set out in Appendices I to III of this circular; the full text of the Proposed Amendments to the Management System for Related Party Transactions (《關聯交易管理制度》), the Decision-making System for External Guarantees 《對外擔保決策制度》( ) and the Management Measures for Raised Funds 《募集資金管理辦( 法》are set out in Appendices IV to VI of this circular. The Proposed Amendments to the Governance Systems abovementioned have been prepared in English version, and in case of any discrepancy between the English translation and the Chinese version of the Proposed Amendments to the Governance Systems, the Chinese version shall prevail.

4. EGM

The EGM is to be held at the conference room of the Company, No. 2503, Jingshi Road, Licheng District, Jinan, Shandong Province, the PRC at 9:30 a.m. on Tuesday, 22 November 2022. The notice of the EGM is set out in Appendix VII 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 17/F, Far East Finance Centre, 16 Harcourt Road, 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 9:30 a.m. on Monday, 21 November 2022). 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.

5. 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 H shares will be closed from Thursday, 17 November 2022 to Tuesday, 22 November 2022, both dates inclusive, during which period no transfers of H Shares will be effected. H

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LETTER FROM THE BOARD

Shareholders whose names appear on the H shares register of members of the Company at the close of business on Wednesday, 16 November 2022 are entitled to attend and vote at the EGM.

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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Wednesday, 16 November 2022.

6. 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.

7. 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.

8. 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 after 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.

9. 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 Hang Chairman

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COMPARISON TABLE OF RULES OF PROCEDURE FOR SHAREHOLDERS’ MEETINGS

APPENDIX I

COMPARISON TABLE OF RULES OF PROCEDURE FOR THE SHAREHOLDERS’ MEETINGS OF SHANDONG GOLD MINING CO., LTD.

In order to further strengthen corporate governance, the Company proposed to make amendments to relevant articles in the Rules of Procedure for Shareholders’ Meetings in accordance with relevant provisions of Company Law of the People’s Republic of China, Securities Law of the People’s Republic of China, the Code of Corporate Governance for Listed Companies of the CSRC, the Guidelines on Articles of Association of Listed Companies (revised in 2022), the Rules of General Meeting of the Listed Companies (revised in 2022), the Rules Governing the Listing of Securities on the Shanghai Stock Exchange (revised in January 2022), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 1 — Standardised Operation and other relevant laws, regulations, rules, regulatory documents, and relevant provisions of the Articles of Association of SHANDONG GOLD MINING CO., LTD. The particulars of the proposed amendments are as follows:

Current Articles Amended Articles Article 1 These rules of procedure are Article 1 These rules of procedure are formulated in accordance with the provisions of formulated in accordance with the provisions of the Company Law of the People’s Republic of the Company Law of the People’s Republic of China (hereinafter as “Company Law”), the China (hereinafter as “Company Law”), the Securities Law of the People’s Republic of Securities Law of the People’s Republic of China (hereinafter as “Securities Law”), the China (hereinafter as “Securities Law”), the Rules for Shareholders’ Meetings of Listed Reply of State Council Approving the Companies and the Rules Governing the Listing Adjustment to the Term of Notice and Other of Securities on The Stock Exchange of Hong Matters of Shareholders’ Meeting of Overseas Kong Limited (hereinafter as “Hong Kong Listed Companies, the Rules for Shareholders’ Listing Rules”), Articles of Association of Meetings of Listed Companies and the Rules SHANDONG GOLD MINING CO., LTD. Governing the Listing of Securities on The (hereinafter as “Articles of Association”) and Stock Exchange of Hong Kong Limited other relevant national laws, regulations, rules, (hereinafter as “Hong Kong Listing Rules”), regulatory documents to govern the conduct of Articles of Association of SHANDONG GOLD the listed company and to ensure that the MINING CO., LTD. (hereinafter as “Articles of shareholders’ meeting perform its functions and Association”) and other relevant national laws, powers in accordance with the laws. regulations, rules, regulatory documents to govern the conduct of the ~~listed c~~ Company and to ensure that the shareholders’ meeting perform its functions and powers in accordance with the laws.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR SHAREHOLDERS’ MEETINGS

APPENDIX I

Current Articles

Article 4 A shareholders’ meeting shall either be an annual shareholders’ meeting or an extraordinary shareholders’ meeting. Annual shareholders’ meetings are held once per annum within six months after the end of the previous accounting year. Extraordinary shareholders’ meetings are held irregularly. Where there are circumstances under which an extraordinary shareholders’ meeting shall be held as stipulated in the Articles of Association, the extraordinary shareholders’ meeting shall be convened within two months.

If the Company is unable to convene a shareholders’ meeting within the period as aforesaid, the Company shall report to the local office of China Securities Regulatory Commission and the stock exchange where shares of the Company are listed for trading, explaining the reason and publish an announcement.

Article 7 More than 1/2 of independent non-executive Directors are entitled to propose to the board of directors to convene an extraordinary shareholders’ meeting. Regarding the proposal of independent non-executive Directors to convene an extraordinary shareholders’ meeting, the board of directors shall, in accordance with laws, administrative regulations and the Articles of Association, provide written feedback on whether to agree or disagree with the convening of the extraordinary shareholders’ meeting within 10 days after receiving the proposal.

If the board of directors agrees to convene the extraordinary shareholders’ meeting, it will issue a notice on convening the shareholders’ meeting within 5 days after the resolution of the board of directors is made; if the board of directors does not agree to hold the extraordinary shareholders’ meeting, it will explain the reasons and make an announcement.

Amended Articles

If the Company is unable to convene a shareholders’ meeting within the period as aforesaid, the Company shall report to the local office of China Securities Regulatory Commission (the “CSRC”) and the stock exchange where shares of the Company are listed for trading (the “Stock Exchange”), explaining the reason and publish an announcement.

Article 7 ~~More than 1/2 of i~~ Independent non-executive Directors are entitled to propose to the board of directors to convene an extraordinary shareholders’ meeting. Regarding the proposal of independent non-executive Directors to convene an extraordinary shareholders’ meeting, the board of directors shall, in accordance with laws, administrative regulations and the Articles of Association, provide written feedback on whether to agree or disagree with the convening of the extraordinary shareholders’ meeting within 10 days after receiving the proposal. If the board of directors agrees to convene the extraordinary shareholders’ meeting, it will issue a notice on convening the shareholders’ meeting within 5 days after the resolution of the board of directors is made; if the board of directors does not agree to hold the extraordinary shareholders’ meeting, it will explain the reasons and make an announcement.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR SHAREHOLDERS’ MEETINGS

APPENDIX I

Current Articles

Amended Articles

Prior to the announcement of the resolutions passed by the shareholders’ meeting, the shareholding percentage of the shareholders who convene the shareholders’ meeting shall not be less than 10%.

The supervisory committee and the convening Shareholders shall submit relevant evidence to the local office of CSRC and the Stock Exchange upon the issuance of the notice of the shareholders’ meeting and the announcement of the resolutions of the shareholders’ meeting.

Article 10 Supervisory committee or shareholders, if decided to convene shareholders’ meeting on their own, shall inform the board of directors in writing and make filing with ~~the local office of China Securities Regulatory Commission and~~ the Stock Exchange for record. Prior to the announcement of the resolutions passed by the shareholders’ meeting, the shareholding percentage of the shareholders who convene the shareholders’ meeting shall not be less than 10% of the total share capital of the Company, shareholders who convene the shareholders’ meeting shall publish an announcement no later than the issuance of notice of the shareholders’ meeting and undertake that their shareholding percentage shall not be less than 10% of the total share capital of the Company during the period from the date of proposing the convening of the shareholders’ general meeting to the convening date of the shareholders’ general meeting.

The supervisory committee and the convening Shareholders shall submit relevant evidence to ~~the local office of China Securities Regulatory Commission and~~ the Stock Exchange upon the issuance of the notice of the shareholders’ meeting and the announcement of the resolutions of the shareholders’ meeting.

Article 12 Any necessary expenses incurred Article 12 Any necessary expenses incurred for the shareholders’ meeting convened by the for the shareholders’ meeting convened by the supervisory committee or shareholders shall be supervisory committee or shareholders ~~shall be~~ borne by the Company, and deducted from the ~~borne by the Company, and deducted from the~~ amount payable by the Company to the ~~amount payable by the Company to the~~ defaulting directors. . ~~defaulting directors~~ .

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COMPARISON TABLE OF RULES OF PROCEDURE FOR SHAREHOLDERS’ MEETINGS

APPENDIX I

Current Articles

Article 14 Shareholders individually or jointly holding more than 3% of shares of the Company may bring forward provisional proposals and submit the same in writing to the convener ten days prior to the shareholders’ meeting. The convener shall issue a supplementary notice of shareholders’ meeting within two days of receiving the proposals to publish particulars of the provisional proposals.

Except as stated above, the convener shall not amend proposals that have been specified in the notice of the shareholders’ meeting or add new proposals after the issue of the notice of the shareholders’ meeting.

Proposals not set out in the notice of Shareholders’ general meeting or not complying with the Article 13 in these Rules shall not be voted on or resolved at the Shareholders’ general meeting.

Amended Articles

Article 14 Shareholders individually or jointly holding more than 3% of shares of the Company (the shareholding ratio between the issuance of the proposal notice and the announcement of the meeting resolution shall not be less than 3%) may bring forward provisional proposals and submit the same in writing to the convener ten days prior to the shareholders’ meeting or before the deadline for issuing a supplementary circular of shareholders’ meeting as required by the Hong Kong Listing Rules, whichever is earlier. The convener shall issue a supplementary notice of shareholders’ meeting within two days of receiving the proposals to publish particulars of the provisional proposals.

Shareholders proposing provisional proposals shall provide a written document to the convener certifying the holding of 3% or more of the Company’s shares. If shareholders make a joint proposal by proxies, the shareholder(s) shall issue a written authorization letter to the proxies. If the shareholders proposing proposals genuinely meet the eligibility requirement, and the relevant proposals meet the requirements of the Company Law, the convener shall issue a supplementary notice of the shareholders’ general meeting within the specified time limit as specified in the preceding Article. Except as stated above, the convener shall not amend proposals that have been specified in the notice of the shareholders’ meeting or add new proposals after the issue of the notice of the shareholders’ meeting.

Proposals not set out in the notice of Shareholders’ general meeting or not complying with the Article 13 in these Rules shall not be voted on or resolved at the Shareholders’ general meeting.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR SHAREHOLDERS’ MEETINGS

APPENDIX I

Current Articles

Article 15 The convener shall notify all shareholders by way of announcement twenty (20) business days before the convening of the annual shareholders’ meeting; for the convening of an extraordinary shareholders’ meeting, all shareholders shall be notified by way of announcement ten (10) business days or fifteen (15) days (whichever is longer) before the meeting. The date of the meeting shall not be included in the calculation of the starting period.

Article 20 Unless otherwise provided in the laws, regulations and the Articles of Association, the notice of a shareholders’ meeting shall be delivered to the shareholders (whether or not such shareholders are entitled to vote at the shareholders’ meeting) by hand or by prepaid mail; the recipient’s address shall be the address as shown in the register of shareholders of the Company. For shareholders of domestic shares, the notice of shareholders’ meeting can also be made in the manner of announcement.

The announcement referred to in the preceding paragraph shall be published on one or more newspapers and periodicals designated by the securities regulatory authority under the State Council. Once the announcement is made, all holders of domestic shares shall be deemed to have received the notice of the relevant shareholders’ meeting.

Article 21 The accidental omission of giving notice of a meeting to any person entitled to receive notice or the non-receipt of notice of a meeting by such person shall not invalidate the meeting or any resolution passed at the meeting.

Amended Articles

Article 15 The convener shall notify all shareholders by way of announcement twenty (20) ~~business~~ days before the convening of the annual shareholders’ meeting; for the convening of an extraordinary shareholders’ meeting, all shareholders shall be notified by way of announcement ~~ten (10) business days or~~ fifteen (15) days ~~(whichever is longer)~~ before the meeting. The date of the meeting shall not be included in the calculation of the starting period.

~~Article 20~~ Unless otherwise provided in the laws, regulations and the Articles of Association, the notice of a shareholders’ meeting shall be delivered to the shareholders (whether or not such shareholders are entitled to vote at the shareholders’ meeting) by hand or by prepaid mail; the recipient’s address shall be the address as shown in the register of shareholders of the Company.

For shareholders of ~~domestic~~ A shares, the notice of shareholders’ meeting can also be made in the manner of announcement. The announcement ~~referred to in the preceding paragraph s~~ hall be prepared in accordance with the content and format required by the Stock Exchange and published on one or more newspapers and periodicals designated by the ~~securities regulatory authority under the State Counci~~ l CSRC and the website of the Stock Exchange. Once the announcement is made, all holders of ~~domestic~~ A shares shall be deemed to have received the notice of the relevant shareholders’ meeting.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR SHAREHOLDERS’ MEETINGS

APPENDIX I

Current Articles	Amended Articles
	The notice of the shareholders’ meeting issued to the shareholders of H shares shall be delivered in any of the following ways: (i) according to the registered address of each H Shareholder, it shall be delivered by hand or sent by post to each H Shareholder, and the notice to the H Shareholders shall be posted in Hong Kong as far as possible; (ii) announced at the website of the Company or websites designated by the local Stock Exchange where shares of the Company are listed in accordance with relevant laws, regulations and listing rules; (iii) issued in accordance with other requirements of the Stock Exchange and listing rules. ~~Article 21 T~~he accidental omission of giving notice of a meeting to any person entitled to receive notice or the non-receipt of notice of a meeting by such person shall not invalidate the meeting or any resolution passed at the meeting.

Current Articles

Amended Articles

The notice of the shareholders’ meeting issued
to the shareholders of H shares shall be
delivered in any of the following ways:
(i)
according to the registered address of
each H Shareholder, it shall be delivered
by
hand
or
sent
by
post
to
each
H Shareholder, and the notice to the
H Shareholders shall be posted in Hong
Kong as far as possible;
(ii)
announced at the website of the Company
or websites designated by the local Stock
Exchange where shares of the Company
are listed in accordance with relevant
laws, regulations and listing rules;
(iii)
issued
in
accordance
with
other
requirements of the Stock Exchange and
listing rules.
~~Article 21 T~~he accidental omission of giving
notice of a meeting to any person entitled to
receive notice or the non-receipt of notice of a
meeting by such person shall not invalidate the
meeting or any resolution passed at the meeting.

Article 16 No matters not stated in the notice Delete the original Article 16 to Article 17 shall be resolved at an extraordinary shareholders’ meeting.

Article 17 The notice of a shareholders’ meeting shall make in written form, and shall including the following:

date, time and place of the shareholders’ meeting;
matters and proposals submitted to the meeting for consideration;

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COMPARISON TABLE OF RULES OF PROCEDURE FOR SHAREHOLDERS’ MEETINGS

APPENDIX I

Current Articles

Amended Articles

it provides shareholders with the information and explanations that are needed for the shareholders to make wise decisions on the matters to be discussed; this principle includes without limitation: when the Company proposes merger, share repurchase, reorganization of share capital or other restructuring, the notice shall provide the concrete conditions and contracts (if any) for the proposed transactions, and carefully explain the causes and effects;
if any director, supervisor, general manager or other senior management officer has important interest relation with a matter to be discussed, the nature and degree of the interest relation shall be disclosed; if the impact of the matter to be discussed on the said director, supervisor, general manager or other senior management officer as a shareholder is different from the impact on other shareholders of a same class, their difference shall be explained;
the notice shall state the full text of any special resolution to be proposed and approved at the meeting;
the notice shall state in explicit words: all shareholders are entitled to attend the shareholders’ meeting and appoint proxies to attend and vote at such meeting and that such proxies need not be shareholders of the Company;
the notice shall state the delivery time and place of the instrument of proxy for voting at the meeting;
the equity registration date of shareholders entitled to attend the shareholders’ meeting;

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COMPARISON TABLE OF RULES OF PROCEDURE FOR SHAREHOLDERS’ MEETINGS

APPENDIX I

Current Articles

Amended Articles

the notice shall indicate name and telephone number of the permanent contact person of the meeting.

If a shareholders’ meeting of the Company adopts voting by internet, the voting time and procedures for voting by internet should be clearly stated in the notice of the shareholders’ meeting.

Article 18 Notices or supplementary notices of the shareholders’ meetings shall fully and completely disclose the specific contents of all proposals and all materials or explanations necessary for shareholders to a make reasonable judgment on the relevant matters to be discussed. Matters to be discussed that require independent non-executive directors to express their opinions, the opinions and reasons from them shall be disclosed at the same time when the notices or the supplementary notices of the shareholders’ meeting are made.

Article ~~18~~ 16 ~~Notices or supplementary notices of the shareholders’ meetings~~ The convener of the shareholders’ meeting shall fully and completely disclose the specific contents of all proposals and all meeting materials ~~or explanations~~ necessary for shareholders to a make reasonable judgment on the relevant ~~matters~~ proposals to be discussed 5 days before the shareholders’ meeting is held.

Among the proposals to be voted on at the shareholders’ meeting, if a proposal taking effect is conditional upon other proposals become effective, the convener shall explicitly disclose the relevant preconditions in the notice of the shareholders’ meeting and shall give special reminders that the approval of such proposal is the precondition to the voting results of subsequent proposals taking effect.

~~Matters~~ Relevant proposals to be discussed that require independent non-executive directors, the supervisory committee, intermediaries, etc. to express their opinions, ~~the opinions and reasons from them~~ shall be disclosed ~~at the same time when the notices or the supplementary notices of the shareholders’ meeting are made~~ as part of the meeting materials.

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APPENDIX I

Current Articles

Article 19 In the event that matters involving the election of directors and supervisors are to be considered at the shareholders’ meeting, the notice of such shareholders’ meeting shall fully disclose the detailed information of the candidates for such directors and supervisors, which shall at least include the following:

(i) personal particulars including education background, working experience and any part-time job;
(ii) whether or not they have any connections with the listed company or its controlling shareholders and actual controllers;
(iii) disclosure of the shareholdings in the listed company;
(iv) whether or not they have been penalized by CSRC and other relevant authorities and the Stock Exchange;
(v) disclosable information in relation to the new appointment, re-election or redesignation of directors or supervisors as required by the Hong Kong Listing Rules.

Apart from directors and supervisors elected through the cumulative voting system, each candidate of director or supervisor shall be individually proposed.

Amended Articles

Article ~~19~~ 17 In the event that matters involving the election of directors and supervisors are to be considered at the shareholders’ meeting, the notice of such shareholders’ meeting shall fully disclose the detailed information of the candidates for such directors and supervisors, which shall at least include the following:

(i) personal particulars including education background, working experience and any part-time job;
(ii) whether or not they have any connections with the ~~listed c~~ Company or its controlling shareholders and actual controllers;
(iii) disclosure of the shareholdings in the ~~listed c~~ Company;
(iv) whether or not they have been penalized by CSRC and other relevant authorities and the Stock Exchange;
(v) disclosable information in relation to the new appointment, re-election or redesignation of directors or supervisors as required by the Hong Kong Listing Rules.

Apart from directors and supervisors elected through the cumulative voting system, each candidate of director or supervisor shall be individually proposed.

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Amended Articles

Article 22 The interval between the record date and the meeting date which confirmed in the notice of the shareholders’ meeting shall not be more than 7 business days. The record date cannot be changed once it is confirmed.

Article ~~22~~ 18 The notice of a shareholders’ meeting shall specify the time and venue of the meeting, and the record date for confirmation of shareholdings. The interval between the record date and the meeting date ~~which confirmed in the notice of the shareholders’ meeting~~ shall not be more than 7 business days. The record date cannot be changed once it is confirmed.

Article 24 The Company shall hold the Article ~~24~~ 20 ~~The Company shall hold the~~ shareholders’ meeting at its domicile or the ~~shareholders’ meeting at its domicile or the~~ place as required by the Articles of Association. ~~place as required by the Articles of Association.~~ The venue of shareholders’ meetings of the A venue shall be set aside for the holding of such Company is: conference room of the Company, physical shareholders’ meetings. Such meetings No. 2503 Jingshi Road, Licheng District, Jinan, may also be participated via the Internet or other Shandong Province.

A venue shall be set aside for the holding of such physical shareholders’ meetings. Such meetings may also be participated via the Internet or other safe, economic and convenient means pursuant to laws, administrative rules and the requirements of the CSRC and the Articles of Association. A shareholder who participates in a shareholders’ meeting by means above shall be deemed to have been present at the meeting.

In the event that the Company adopts the Online Voting System designated by the Shanghai Stock Exchange to provide shareholders with online voting, the physical shareholders’ meeting shall be held on the trading day of the Shanghai Stock Exchange.

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APPENDIX I

Current Articles

Amended Articles

Article 25 The start time of online means of voting of a shareholders’ meeting shall be no earlier than 3:00 p.m. of the day before the convening of a physical shareholders’ meeting and no later than 9:30 a.m. of the day on which a physical shareholders’ meeting is convened, and its end time shall be no earlier than 3:00 p.m. of the day on which a physical shareholders’ meeting is concluded. If the relevant regulatory body stipulates otherwise, the regulations shall prevail.

Article ~~25~~ 21 The time and procedures of the voting online or by any other means shall be specified in a notice of the shareholders’ meeting. The start time of online or other means of voting of a shareholders’ meeting shall be no earlier than 3:00 p.m. of the day before the convening of a physical shareholders’ meeting and no later than 9:30 a.m. of the day on which a physical shareholders’ meeting is convened, and its end time shall be no earlier than 3:00 p.m. of the day on which a physical shareholders’ meeting is concluded. ~~If the relevant regulatory body stipulates otherwise, the regulations shall prevail.~~

Article 28 Any shareholder entitled to attend and vote at a shareholders’ meeting shall be entitled to appoint one or more other persons (whether a shareholder or not) as his/her proxy to attend and vote on his/her behalf, and a proxy so appointed shall:

Article ~~28~~ 24 Any shareholder entitled to attend and vote at a shareholders’ meeting shall be entitled to attend and vote at the meeting in person as well as appoint one or more other persons (whether a shareholder or not) as his/her proxy to attend and vote on his/her behalf, and a proxy so appointed shall:

(i) have the same right as the shareholder to speak at the meeting;
speak at the meeting; (i) have the same right as the shareholder to speak at the meeting;
(ii) have the right by himself or in conjunction with others to make a (ii) have the right by himself or in resolution by voting; conjunction with others to make a resolution by voting;
(iii) have the right to vote by hand or on a poll, but a proxy of a shareholder who has (iii) have the right to vote by hand or on a poll, appointed more than one proxy may only but a proxy of a shareholder who has vote on a poll. appointed more than one proxy may only vote on a poll.

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APPENDIX I

Current Articles

Amended Articles

Article 29 Individual shareholders attending a shareholders’ meeting in person shall produce their identity cards or other valid proof or evidence of their identities as well as stock account cards and, in the case of attendance by proxies, the proxies shall produce valid proof of their identities and the proxy forms from shareholders.

Article ~~29~~ 25 Individual shareholders attending a shareholders’ meeting in person shall produce their identity cards or other valid proof or evidence of their identities as well as stock account cards and, in the case of attendance by proxies, the proxies shall produce valid proof of their identities and the proxy forms from shareholders.

Where a shareholder is a legal entity, its legal representative or a proxy entrusted by such legal representative shall attend a shareholders’ meeting. In case of attendance by legal representatives, they shall produce their identity cards, valid proof of their capacities as legal representatives and stock account cards of shareholders who are legal persons; in the case of attendance by proxies of such legal representatives, such proxies shall produce their identity cards and, letters of authorization duly issued by such legal representatives and stock account cards of the appointing shareholders.

The time for preparing, signing and delivering the proxy forms from shareholders shall be complied with the requirements of the Articles of Association, and the notice of a shareholders’ meeting shall include the contents and formats of such proxy forms as an appendix.

Article 30 A shareholder shall authorize a Delete the original Article 30 to Article 35 proxy in a written form, with the signature of the principal or the proxy authorized by it in a written form. If the principal is a legal person, the legal person seal or the signature of its director or officially authorized proxy shall be affixed.

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APPENDIX I

Current Articles

Amended Articles

Article 31 The instrument issued by a shareholder to appoint a proxy to attend a shareholders’ meeting shall specify:

(i) the name of the proxy; (ii) whether or not the proxy has any voting right;

(iii) directive to vote for or against or abstain from voting on each and every matter under consideration included in the agenda of the shareholders’ meeting;

(iv) the date of issue and validity period of the instrument of proxy;

(v) signature (or seal) of the principal. If the principal is a corporate shareholder, the corporate seal shall be affixed.

Article 32 Any format of instrument sent by the Board of the Company to shareholders for appointing shareholder proxies shall enable the shareholders to instruct the shareholder proxies to cast affirmative or negative votes according to his/her free will, and give instructions on the matters to be voted in respect of every topic of the meeting. A instrument of proxy shall state clearly that the proxy shall be entitled to vote or not at his discretion in the absence of specific instructions from the shareholder.

Article 33 The instrument appointing a voting proxy shall be deposited at the Company’s domicile or at such other place as specified in the notice of the meeting at least 24 hours prior to the convening of the meeting at which the instrument of proxy authorizes to vote, or 24 hours prior to the designated voting time. Where a instrument of proxy for voting is signed by a person authorized by the principal, the power of attorney or any other authorization documents shall be notarized. The notarized power of attorney and other authorization documents shall, together with the instrument of proxy for voting, be deposited at the Company’s domicile or at such other place as specified in the notice of the meeting.

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Current Articles

Amended Articles

Where the principal is a legal person, its legal representative or a person authorized by the Board or other decision making body shall attend the shareholders’ meeting of the Company.

If the shareholder is an authorised clearing house or its agent, such a shareholder is entitled to appoint one or more persons it deems suitable to act as its proxy in the shareholders’ general meeting or class shareholders’ general meeting. If two or more persons are appointed as proxies, the instrument of proxy shall clearly state the number and the class of shares represented by each of the proxies. The proxy form shall be signed by the personnel authorized by the Recognized Clearing House. Such authorized proxies are entitled to attend the meeting on behalf of the Recognized Clearing House or their agent (without presentation of evidence of their shareholding, notarized authorization and/or further proof demonstrating the duly granting of the same) and exercise the rights of the Recognized Clearing House or their agent, as if that proxy is a natural person shareholder of the Company.

Article 34 Where the principal is deceased, or loses capacity for act, or withdraws appointment, or withdraws the authorization to endorse appointment, or relevant shares have been transferred before voting, as long as the Company does not receive written notice on such matter before commencement of the meeting, the vote made by the shareholder proxy according to the instrument of proxy shall be still valid.

Article 35 Attendees’ register shall be prepared by the Company. The attendees’ register shall state the names (or names of the corporations), identification card number and the address of the attendees, the number of voting shares held or represented, names of the principals (or names of the corporations) and so on.

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APPENDIX I

Current Articles

Article 38 If the shareholders’ meeting is convened by the board, the shareholders’ meeting shall be chaired and presided over by the chairman of the board of directors. In the event that the chairman of the board of directors is unable or fails to perform his/her duties, the vice chairman shall 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 preside over the meeting.

If a shareholders’ meeting is convened by the supervisory committee, the chairman of the supervisory committee shall preside over the meeting. In the event that the chairman of the supervisory committee is unable or fails to perform his/her duties, half or more of the supervisors shall designate a supervisor to preside over the meeting.

If a shareholders’ meeting is convened by the shareholders themselves, the convener will nominate a representative to preside over the meeting. If for any reason, the shareholders shall fail to elect a chairman of the meeting, then the shareholder (including proxy) present and holding the largest number of shares carrying the right to vote thereat shall be the chairman of the meeting.

When a shareholders’ meeting is convened, if the chairman of the meeting contravenes these rules of procedures, rendering the meeting impossible to proceed, with the consent from half or more of the attending shareholders with voting rights, one person may be nominated at the shareholders’ meeting to serve as the chairman and the meeting may proceed.

Amended Articles

Article ~~38~~ 28 ~~If the shareholders’ meeting is convened by the board, the A~~ shareholders’ meeting shall be chaired and presided over by the chairman of the board of directors. In the event that the chairman of the board of directors is unable or fails to perform his/her duties, the vice chairman shall chair 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 chair and preside over the meeting.

If a shareholders’ meeting is convened by the shareholders themselves, the convener will nominate a representative to preside over the meeting. ~~If for any reason, the shareholders shall fail to elect a chairman of the meeting, then the shareholder (including proxy) present and holding the largest number of shares carrying the right to vote thereat shall be the chairman of the meeting.~~

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APPENDIX I

Current Articles

Article 39 Resolutions of shareholders’ meetings shall be divided into ordinary resolutions and special resolutions.

Amended Articles

Delete the original Article 39 to Article 41

To adopt an ordinary resolution, more than one half of the voting rights represented by the shareholders (including proxies) present at the meeting must be exercised in favour of the resolution in order for it to be passed.

To adopt a special resolution, more than two-thirds of the voting rights represented by the shareholders (including proxies) present at the meeting must be exercised in favour of the resolution in order for it to be passed.

Article 40 The following matters shall be resolved by an ordinary resolution at a shareholders’ meeting:

(i) work reports of the Board and the Supervisory Committee;
(ii) plans formulated by the Board for distribution of profits and for making up losses;
(iii) the appointment and removal of members of the Board and the Supervisory Committee and their remuneration and payment methods;
(iv) the Company’s annual financial budgets and final accounts, balance sheets, income statements and other financial statements;
(v) the Company’s annual reports;
(vi) matters other than those required by the laws and administrative regulations or by the Articles of Association to be adopted by special resolutions.

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Current Articles

Amended Articles

Article 41 The following matters shall be resolved by a special resolution at a shareholders’ meeting:

(i) increase or reduction of the registered capital and issue of shares of any class, stock warrants or other similar securities; (ii) issuance of corporate bonds; (iii) the division, merger, dissolution and liquidation of the Company; (iv) amendments to the Articles of Association; (v) amendments to the profit distribution plan formulated by the Board; (vi) purchase or disposal of material assets or any guarantee made within a year, and the amount of which exceeds 30% of the latest audited total assets of the Company;

(vii) Option incentives plan;

(viii) any other matters stipulated by laws, administrative regulations or the Articles of Association, and considered by the shareholders’ meeting, by way of an ordinary resolution, to have a substantial impact on the Company and to require approval by a special resolution.

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APPENDIX I

Current Articles

Article 42 At the annual shareholders’ meeting, the board of directors shall report the implementation situations of each matter in resolutions it handled since the previous annual shareholders’ meeting to the shareholders’ meeting.

The supervisory committee shall report their work in the preceding year at the shareholders’ meeting, including:

i. inspection on financial performance of the Company;
ii. due diligence of the Directors and officers in their performance of duties for the Company and their compliance with the relevant laws and regulations, Articles of Association and resolutions of shareholders’ meetings;
iii. documents to be reported at the shareholders’ meeting as required by the rules of procedure for the supervisory committee;
iv. other major events that supervisory committee shall report at the shareholders’ meeting.

Each independent non-executive director also shall make reports on work.

Where the certified public accountant has issued an audit report with explanatory notes, qualified opinion, disclaimer of opinion or adverse opinion, the board of directors of the Company shall provide the shareholders’ meeting with an explanation on the relevant matters resulting in the issuance of such opinion by the accounting firm as well as the impacts on the Company’s financial and operating conditions.

Review the resolutions listed in the notice of convening the shareholders’ meeting and the announcement, and discuss and vote in the order of the resolutions listed in the notice and announcement.

Amended Articles

Article ~~422~~ 9 At the annual shareholders’ meeting, the board of directors and the supervisory committee shall report ~~the implementation situations of each matter in resolutions it handled since the previous annual shareholders’ meeting~~ their work for the past year to the shareholders’ meeting. ~~The supervisory committee shall report their work in the preceding year at the shareholders’ meeting, including:~~

~~i. inspection on financial performance of the Company;~~
~~ii. due diligence of the Directors and officers in their performance of duties for the Company and their compliance with the relevant laws and regulations, Articles of Association and resolutions of shareholders’ meetings;~~
~~iii. documents to be reported at the shareholders’ meeting as required by the rules of procedure for the supervisory committee;~~
~~iv. other major events that supervisory committee shall report at the shareholders’ meeting.~~

Each independent non-executive director also shall make reports on work.

~~Review the resolutions listed in the notice of convening the shareholders’ meeting and the announcement, and discuss and vote in the order of the resolutions listed in the notice and announcement.~~

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APPENDIX I

Current Articles

Amended Articles

Article 43 Shareholders speak (i) The speaker shall raise hand to ask for approval of the presider and then speak at his seat or a designated seat.
(ii) When more than one shareholder raises hands, the presider shall appoint speakers.
(iii) The presider shall specify speaking time limit and times for each speaker on a practical basis. Speech of Shareholders shall not be interrupted within the time limit to ensure sufficient speaking right of shareholders.

Article ~~43~~ 30 At a shareholders’ meeting, the proposals set out in the convening notice or announcement shall be considered and voted according to their orders as set out in the notice or announcement. Shareholders can speak during the consideration according to the following provisions:

(i) The speaker shall raise hand to ask for approval of the presider and then speak at his seat or a designated seat.
(ii) When more than one shareholder raises hands, the presider shall appoint speakers.
(iv) The presider may refuse or stop shareholders who breach such speaking provisions specified in the preceding three paragraphs.
(iii) The presider shall specify speaking time limit and times for each speaker on a practical basis. Speech of Shareholders shall not be interrupted within the time limit to ensure sufficient speaking right of shareholders.
(iv) The presider may refuse or stop shareholders who breach such speaking provisions specified in the preceding three paragraphs.

Article 45 Adjournment	Article 45 Adjournment	Article ~~453~~2 ~~Adjournment~~	Article ~~453~~2 ~~Adjournment~~
(i)	The presider of the meeting is entitled to	~~(i)~~	The presider of the meeting is entitled to
	announce the adjournment of the meeting		announce the adjournment of the meeting
	according to the meeting agenda and		according to the meeting agenda and
	schedule.		schedule.
(ii)	The presider of the meeting may also	~~(ii)~~	~~The presider of the meeting may also~~
	announce the adjournment of the meeting		~~announce the adjournment of the meeting~~
	when he deems it necessary.		~~when he deems it necessary.~~

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APPENDIX I

Current Articles

Article 47 A shareholder shall abstain from voting for the matters to be considered at the shareholders’ meeting with which he/she is connected and the number of voting shares represented by them shall be excluded from the total number of shares with voting rights at the shareholders’ meeting.

Where material issues affecting the interests of small and medium investors are being considered at a shareholders’ meeting, the votes by small and medium investors shall be counted separately. The separate counting results shall be publicly disclosed in a timely manner.

Shareholders’ rights shall be solicited by the board of directors, independent non-executive directors and shareholders who meet the relevant requirements publicly with sufficient disclosure of the concrete voting intention to the owner of the rights. Consideration or defacto consideration for soliciting shareholders’ rights is prohibited. The Company shall not set a minimum shareholding ratio threshold for soliciting.

Amended Articles

Article ~~47~~ 34 A shareholder shall abstain from voting for the matters to be considered at the shareholders’ meeting with which he/she is connected and the number of voting shares represented by them shall be excluded from the total number of shares with voting rights at the shareholders’ meeting.

Shares in the Company which are held by the Company do not carry any voting rights, and shall not be counted in the total number of voting shares represented by shareholders present at a shareholders’meeting. Where a shareholder’s purchase of voting shares of the Company violates the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law, such shareholder shall not exercise the voting rights of the portion of shares exceeding the specified proportion within thirty-six months after the purchase, and such shares shall not be counted in the total number of voting shares held by shareholders attending the shareholders’ meeting.

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APPENDIX I

	Current Articles	Amended Articles
		The board of directors, independent
		non-executive directors, shareholders holding
		more than 1% of voting shares of the Company,
		or investor protection institutions established in
		accordance with laws, administrative
		regulations or the provisions of the CSRC may,
		as solicitors, engage security companies and
		security service institutions to publicly request
		shareholders entrust them to attend a
		shareholders’ meeting and exercise the rights of
		shareholders such as proposal and voting rights
		on their behalf. Shareholders’ rights shall be
		solicited ~~by the board of directors, independent~~
		~~non-executive directors and shareholders who~~
		~~meet the relevant requirements publicly~~with
		sufficient disclosure of the concrete voting
		intention to the owner of the rights.
		Consideration or defacto consideration for
		soliciting shareholders’ rights is prohibited. The
		Company shall not set a minimum shareholding
		ratio threshold for soliciting shareholders’
		rights.
		The solicitor shall prepare and disclose
		soliciting announcements and relevant soliciting
		document according to the requirements of
		announcement formats, and disclose the
		progress and results of solicitation as required,
		and the Company shall cooperate in this regard.
		The solicitor may publicly solicit shareholders’
		rights by electronic means for the convenience
		of shareholders’ entrustment, and the Company
		shall cooperate in this regard.

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APPENDIX I

Current Articles

Article 48 When voting on the election of directors and supervisors, the shareholders’ meeting may adopt the accumulative voting system in accordance with the provisions of the Articles of Association or applicable listing rules of the place where the Company listed.

Accumulative voting system referred to in the preceding paragraph means a system whereby each share, in an election of directors or supervisors at a shareholders’ meeting, carries the number of voting rights equivalent to the number of the directors or supervisors to be elected, and a shareholder may concentrate his voting rights.

Amended Articles

Article ~~48~~ 35 When voting on the election of directors and supervisors, the shareholders’ meeting may adopt the accumulative voting system in accordance with the provisions of the Articles of Association or ~~applicable listing rules of the place where the Company listed~~ the resolutions of the meeting.

If directors will be elected by cumulative voting at a shareholders’ meeting, the voting of independent directors and non-independent directors shall be carried out separately. The directors and supervisors to be elected will be listed in a descending order of the number of votes obtained to determine the elected directors and supervisors according to the number of directors and supervisors to be elected.

For directors and supervisors that are not elected by cumulative voting, each of the director or supervisor candidate shall be proposed by a separate resolution.

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APPENDIX I

Current Articles

Article 49 Save under the cumulative voting system, the shareholders’ meeting shall resolve on all the resolutions separately; in the event of several resolutions for the same issue, such resolutions shall be voted on and resolved in the order of time at which they are submitted. Unless the shareholders’ meeting is adjourned or no resolution can be made for special reasons such as force majeure, voting of such resolutions shall neither be shelved nor refused at the shareholders’ meeting.

Article 50 No amendment shall be made to a resolution when it is considered at a shareholders’ meeting, otherwise, the relevant amendments shall be deemed as new resolutions and shall not be voted on at the shareholders’ meeting.

Amended Articles

Article ~~49~~ 36 Save under the cumulative voting system, the shareholders’ meeting shall resolve on all the resolutions separately; in the event of several resolutions for the same issue, such resolutions shall be voted on and resolved in the order of time at which they are submitted. Shareholders or their proxies shall not vote in favor of mutually exclusive resolutions at the same time. Unless the shareholders’ meeting is adjourned or no resolution can be made for special reasons such as force majeure, voting of such resolutions shall neither be shelved nor refused at the shareholders’ meeting.

Article ~~503~~ 7 No amendment shall be made to a resolution when it is considered at a shareholders’ meeting; where the convener needs to supplement or correct the disclosure of a resolution as required, no material amendment shall be made to the resolution, and relevant supplementary or correction announcement shall be made within specified time. The legal opinions on resolutions of shareholders’ meeting shall set out the explicit opinions issued by lawyers on whether the supplement or correction to the resolutions constitutes material amendments to the resolutions. Where there are material amendments to the resolutions, ~~otherwise,~~ the relevant amendments shall be deemed as new resolutions and shall not be voted on at the shareholders’ meeting.

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APPENDIX I

Current Articles

Article 52 Except for the resolutions on the procedures or administrative matters of the shareholders’ meeting, which may be decided by the chairman in the spirit of honesty and credibility and voted on by show of hands, voting on resolutions at a shareholders’ meeting shall be held by ballot.

On a poll taken at a meeting, a shareholder (including a proxy) entitled to two or more votes need not cast all his votes in the same way.

Article 53 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to one additional vote.

Article 55 When resolutions are voted on at a shareholders’ meeting, two shareholders’ representatives shall be appointed to count, and monitor counting of, the votes. Where any shareholder has interests in any issue considered, the said shareholder or proxy thereof shall not participate in counting and monitoring of ballots.

When resolutions are voted on at a shareholders’ meeting, the lawyer, shareholders’ representative, supervisors’ representative and the scrutineer as required by the Stock Exchange of the place where the Company listed shall be jointly responsible for the counting and monitoring of the ballots.

Shareholders of companies or proxies thereof voting over the network shall have the right to check their voting results via the corresponding voting system.

Amended Articles

Article ~~52~~ 39 Except for the resolutions on the procedures or administrative matters of the shareholders’ meeting, which may be decided by the chairman in the spirit of honesty and credibility and voted on by show of hands, voting on resolutions at a shareholders’ meeting shall be held by ballot.

~~On a poll taken at a meeting, a shareholder (including a proxy) entitled to two or more votes need not cast all his votes in the same way.~~

Article ~~534~~ 0 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to one additional vote.

Article ~~554~~ 2 When resolutions are voted on at a shareholders’ meeting, two shareholders’ representatives shall be appointed to count, and monitor counting of, the votes. Where any shareholder has interests in any issue considered, the said shareholder or proxy thereof shall not participate in counting and monitoring of ballots.

When resolutions are voted on at a shareholders’ meeting, the lawyer, shareholders’ representative, supervisors’ representative and the scrutineer as required by the Stock Exchange ~~of the place where the Company listed~~ shall be jointly responsible for the counting and monitoring of the ballots.

Shareholders of companies or proxies thereof voting over the network or through other means shall have the right to check their voting results via the corresponding voting system.

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APPENDIX I

Current Articles Amended Articles Article 56 (Omitted) Article ~~56~~ 43 (Omitted) Before announcing the voting results officially, Before announcing the voting results officially, related parties involved in the voting at the related parties involved in the voting at the on-site meeting, through the Internet, including on-site meeting, through the Internet or other the Company, the vote counter, the methods, including the Company, the vote vote-counting scrutineer, substantial counter, the vote-counting scrutineer, shareholders and the Internet service providers, substantial shareholders and the Internet service shall assume confidentiality obligations for the providers, shall assume confidentiality voting details. obligations for the voting details.

Before announcing the voting results officially, related parties involved in the voting at the on-site meeting, through the Internet, including the Company, the vote counter, the vote-counting scrutineer, substantial shareholders and the Internet service providers, shall assume confidentiality obligations for the voting details.

Article 57 Conclusion of the meeting

Delete the original Article 57

The chairman of the meeting can only announce the conclusion of the meeting when the voting results of all proposals at the meeting receive no objection from shareholders.

Article 58 Order of the place of meeting	Article 58 Order of the place of meeting	Article ~~584~~4 ~~Order of the place of meeting~~	Article ~~584~~4 ~~Order of the place of meeting~~
(i)	Attendees shall comply with the	~~(i)~~	Attendees shall comply with the
	requirements of these rules of procedure.		requirements of these rules of procedure.
(ii)	The chairman of the meeting may order	~~(ii)~~	The chairman of the meeting may order
	the following persons to withdraw from		the following persons to withdraw from
	the meeting:		the meeting:
	1. ineligible attendees;		1. ineligible attendees;
	2. persons who disrupt the meeting’s		2. persons who disrupt the meeting’s
	order;		order;
	3. persons who dress in an indecent		3. persons who dress in an indecent
	way;		way;
	4. persons who carry weapons or		4. persons who carry weapons or
	hazardous materials;		hazardous materials;
	5. other circumstances deemed		5. other circumstances deemed
	necessary.		necessary.
(iii)	The chairman of the shareholders’	~~(iii)~~	The chairman of the shareholders’
	meeting may take necessary action to		meeting may take necessary action to
	force personnel who defy the order of exit		force personnel who defy the order of exit
	to leave the meeting.		to leave the meeting.

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APPENDIX I

	Current Articles	Amended Articles
		Article 45 The Company shall count the votes
		cast by A Shareholders and H Shareholders on
		proposals respectively and disclose announcement
		of the resolutions passed by the shareholders’
		general meeting upon its conclusion in time.
		In the event of failing to pass any resolution
		caused by proposals being vetoed, abnormal or
		emergency conditions or significant matters
		with sufficient attention of investors, the
		Company shall publish an announcement on the
		date of the convening of the shareholders’
		general meeting. Where material issues
		affecting the interests of small and medium
		investors are being considered at the
		shareholders’ general meeting, the votes of
		shareholders other than those listed below shall
		be counted separately and disclosed in the
		announcement of resolutions of the
		shareholders’ meeting:
		(i) the Company’s directors, supervisors and
		senior management;
		(ii) shareholders individually or jointly
		holding 5% or more of the shares of the
		Company.
		The material issues affecting the interests of
		small and medium investors referred to in the
		preceding paragraph refer to matters on which
		independent non-executive directors should
		express independent opinions in accordance
		with Article 3.5.14 of the Guidelines No. 1 on
		Self-Regulatory and Supervision for Listed
		Companies on the Shanghai Stock Exchange –
		Standardized Operation (《上海證券交易所上市
		公司自律監管指引第1號－規範運作》).

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COMPARISON TABLE OF RULES OF PROCEDURE FOR SHAREHOLDERS’ MEETINGS

APPENDIX I

Current Articles

Article 59 The resolutions of the shareholders’ meeting shall be announced in a prompt manner according to relevant laws, regulations, departmental rules, regulatory documents, regulatory rules of the place where the Company’s shares are listed or the Articles of Association, and the announcement on resolutions shall state the number of Shareholders and proxies attending the meeting, the total number of voting shares held by them and the proportion of these shares to the total number of voting shares of the Company, the total number of shares required to abstain from casting affirmative votes on individual proposals and/or the total number of shares required to abstain from voting (if any) in accordance with the regulatory rules of the place where the Company’s shares are listed and whether the shareholders who shall abstain from voting waive the voting rights, the form of voting, the voting result of each proposal and the detailed content of each resolution passed.

Amended Articles

Article ~~59~~ 46 The resolutions of the shareholders’ meeting shall be announced in a prompt manner ~~according to relevant laws, regulations, departmental rules, regulatory documents, regulatory rules of the place where the Company’s shares are listed or the Articles of Association~~ , and the announcement on resolutions shall state the number of A Shareholders and H Shareholders and proxies attending the meeting, the total number of voting shares held by them and the proportion of these shares to the total number of voting shares of the Company, ~~the total number of shares required to abstain from casting affirmative votes on individual proposals and/or the total~~

~~number of shares required to abstain from voting (if any) in accordance with the regulatory rules of the place where the Company’s shares are listed and whether the shareholders who shall abstain from voting waive the voting rights,~~ the form of voting, the voting result of each proposal and the detailed content of each resolution passed.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR SHAREHOLDERS’ MEETINGS

APPENDIX I

Current Articles Article 61 Minutes of a shareholders’ meeting shall be kept by the secretary of the board of directors. The minutes shall state the following contents:

Amended Articles Article ~~61~~ 48 Minutes of a shareholders’ meeting shall be kept by the secretary of the board of directors. The minutes shall state the following contents:

(i) time, venue and agenda of the meeting (i) time, venue and agenda of the meeting and names of the convener; and names of the convener;
(ii) the name of the meeting chairman and the (ii) the name of the meeting chairman and the names of the directors, supervisors, names of the directors, supervisors, secretary of the board of directors, secretary of the board of directors, managers and other senior management managers and other senior management attending or present at the meeting; attending or present at the meeting;
(iii) the numbers of shareholders and proxies (iii) the numbers of shareholders and proxies attending the meeting, the total number of attending the meeting, the total number of voting shares held by them and the voting shares held by them and the proportion in the total shares of the proportion in the total shares of the Company; Company;
(iv) the process of review and discussion, (iv) the process of review and discussion, summary of any speech and voting results summary of any speech and voting results of each proposal; of each proposal;
(v) shareholders’ questions, opinions or (v) shareholders’ questions, opinions or suggestions and corresponding answers suggestions and corresponding answers or explanations; or explanations;
(vi) names of lawyers, vote counters and (vi) names of lawyers, vote counters and scrutinizers of the voting; scrutinizers of the voting;
(vii) other contents to be included as specified (vii) other contents to be included as specified in the Articles of Association. in the Articles of Association.

The directors, the secretary of the board of directors, the convener or representative thereof, and the chairman of the shareholders’ meeting shall sign on the minutes of the meeting, and ensure that the contents of the minutes are true, accurate and complete. The minutes of meeting shall be kept together with the attendance record of the attending shareholders, the instrument of proxy and the valid information of online voting means of voting for a term of 10 years.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR SHAREHOLDERS’ MEETINGS

APPENDIX I

Current Articles

Amended Articles

Article 62 The convener shall ensure that the Article ~~62~~ 49 The convener shall ensure that shareholders’ general meeting be conducted the shareholders’ general meeting be conducted continuously until final resolutions are made. If continuously until final resolutions are made. If the shareholders’ general meeting is suspended the shareholders’ general meeting is suspended or resolutions cannot be made because of force or resolutions cannot be made because of force majeure and other special causes, the convener majeure and other special causes, the convener shall take necessary measures to resume the shall take necessary measures to resume the meeting or directly terminate that meeting as meeting or directly terminate that meeting as soon as practicable followed by a timely public soon as practicable followed by a timely public announcement. At the same time, the convener announcement. At the same time, the convener shall report to the office of CSRC in the shall report to the office of CSRC in the jurisdiction where the Company is situated and jurisdiction where the Company is situated and the Stock Exchange of the place where the the Stock Exchange ~~of the place where the~~ Company listed according to the relevant ~~Company listed according to the relevant~~ requirements. ~~requirements~~ . Article 64 Where a proposal on cash Article ~~64~~ 51 Where a proposal on cash dividends, bonus shares or increase of share dividends, bonus shares or increase of share capital by way of transfer from capital reserves, capital by way of transfer from capital reserves, the listed Company shall implement the specific the ~~listed~~ Company shall implement the specific scheme within two months after conclusion of scheme within two months after conclusion of the shareholders’ meeting. the shareholders’ meeting. Article 68 Rights conferred on any class of Article ~~68~~ 55 Rights conferred on any class of shareholders may not be varied or abrogated shareholders may not be varied or abrogated unless approved by a special resolution of unless approved by a special resolution of shareholders’ general meeting and by the class shareholders’ general meeting and by the class shareholders so affected at a separate meeting shareholders so affected at a separate meeting convened in accordance with Article 70 to 74 convened in accordance with Article ~~705~~ 7 to stipulated herein. ~~746~~ 1 stipulated herein.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR SHAREHOLDERS’ MEETINGS

APPENDIX I

Current Articles

Article 70 Shareholders of the affected class, whether or not otherwise having the right to vote at shareholders’ meetings, shall nevertheless have the right to vote at class meetings in respect of matter concerning (2) to (8), (11) and (12) of Article 69 in these rules of procedure, but interested shareholder (as defined below) shall not be entitled to vote at class meetings.

The “interested shareholder” in the preceding paragraph shall have the following meanings: (Omitted)

Article 71 Resolutions of a class meeting shall be passed by more than two-thirds of the voting shares of shareholders of that class represented who are entitled to vote at the relevant meeting in accordance with Article 70 provided in these rules of procedure.

Article 72 When the Company is to hold a class meeting, it shall issue a written notice within the time limit to convene an annual shareholders’ meeting or an extraordinary shareholders’ meeting as stipulated in Article 15 under these rules of procedure informing all the registered shareholders of that class of the matters to be considered at the meeting as well as the date and venue of the meeting.

If the number of voting shares at such meeting held by shareholders who intend to attend such meeting is not less than one-half of the total number of voting shares at such meeting, the Company may hold such class meeting; if not, the Company shall further notify the shareholders by way of announcement within five (5) days thereof specifying the matters to be considered and the date and place of the meeting. After such announcement has been given, the Company may then hold the class meeting.

Amended Articles

Article ~~70~~ 57 Shareholders of the affected class, whether or not otherwise having the right to vote at shareholders’ meetings, shall nevertheless have the right to vote at class meetings in respect of matter concerning (2) to (8), (11) and (12) of Article ~~695~~ 6 in these rules of procedure, but interested shareholder (as defined below) shall not be entitled to vote at class meetings.

The “interested shareholder” in the preceding paragraph shall have the following meanings: (Omitted)

Article ~~715~~ 8 Resolutions of a class meeting shall be passed by more than two-thirds of the voting shares of shareholders of that class represented who are entitled to vote at the relevant meeting in accordance with Article ~~705~~ 7 provided in these rules of procedure.

Article ~~72~~ 59 When the Company is to hold a class meeting, it shall issue a written notice within the time limit to convene an annual shareholders’ meeting or an extraordinary shareholders’ meeting as stipulated in Article 15 under these rules of procedure informing all the registered shareholders of that class of the matters to be considered at the meeting as well as the date and venue of the meeting.

~~If the number of voting shares at such meeting held by shareholders who intend to attend such meeting is more than one-half of the total number of voting shares at such meeting, the Company may hold such class meeting; if not, the Company shall further notify the shareholders by way of announcement within five (5) days thereof specifying the matters to be considered and the date and place of the meeting. After such announcement has been given, the Company may then hold the class meeting.~~

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COMPARISON TABLE OF RULES OF PROCEDURE FOR SHAREHOLDERS’ MEETINGS

APPENDIX I

Current Articles

Article 75 The announcement or notice mentioned in these rules of procedure refers to the publication of relevant information disclosure contents on the newspapers designated by the CSRC and the media meeting the conditions specified of the place where the Company listed and the website or media of the Stock Exchange of the place where the Company listed. In the event that the text of an announcement or notice is too long, the Company may disclose summary of relevant information on the press designated by the China Securities Regulatory Commission, but full text shall be announced on the website designated by the China Securities Regulatory Commission.

Supplementary notice of the shareholders’ meeting referred to in these rules of procedure shall be announced on the same designated press on which the notice of the meeting is published.

Article 78 These rules of procedure are adopted at the shareholders’ meeting and become effective on the date when the Company’s publicly issued overseas listed foreign shares (H shares) are listed and traded on the Hong Kong Stock Exchange. From the effective date of these rules, the original Rules of Procedure for Shareholders’ Meetings of the Company shall automatically become invalid.

Amended Articles

Article ~~75~~ 62 The announcement, notice or supplementary notice of the shareholders’ meeting mentioned in these rules of procedure refers to the publication of relevant information disclosure contents on ~~the newspapers designated by the CSRC and~~ the media meeting the conditions ~~specified of~~ designated by the CSRC ~~place where the Company listed~~ and the website ~~or media~~ of the Stock Exchange ~~of the place where the Company listed~~ . ~~In the event that the text of an announcement or notice is too~~

~~long, the Company may disclose summary of relevant information on the press designated by the China Securities Regulatory Commission, but full text shall be announced on the website designated by the China Securities Regulatory Commission.~~

~~Supplementary notice of the shareholders’ meeting referred to in these rules of procedure shall be announced on the same designated press on which the notice of the meeting is published.~~

Article ~~786~~ 6 These rules of procedure ~~are adopted at the shareholders’ meeting and~~ become effective on the date of adoption at the shareholders’ meeting ~~on the date when the Company’s publicly issued overseas listed foreign shares (H shares) are listed and traded on the Hong Kong Stock Exchange.~~ From the effective date of these rules, the original Rules of Procedure for Shareholders’ Meetings of the Company shall automatically become invalid.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

APPENDIX II

COMPARISON TABLE OF RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF SHANDONG GOLD MINING CO., LTD.

In order to further strengthen corporate governance, the Company proposed to make amendments to relevant articles in the Rules of Procedure for the Board of Directors in accordance with relevant provisions of Company Law of the People’s Republic of China, Securities Law of the People’s Republic of China, the Code of Corporate Governance for Listed Companies of the CSRC, the Rules for Independent Directors of Listed Companies, the Rules Governing the Listing of Securities on the Shanghai Stock Exchange (revised in 2022), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 1 — Standardised Operation and other relevant laws, regulations, rules, regulatory documents, and relevant provisions of the Articles of Association of SHANDONG GOLD MINING CO., LTD. The particulars of the proposed amendments are as follows:

Current Articles Amended Articles Article 1 Board of Directors Article 1 Board of Directors The Board of the Company shall comprise 9 The Board of the Company shall comprise 9 directors, three of whom are independent directors, three of whom are independent non-executive directors, and at least one of the non-executive directors, and at least one of the independent non-executive directors must have independent non-executive directors must have appropriate professional qualifications that meet appropriate professional qualifications that meet the regulatory requirements or possesses the regulatory requirements or possesses appropriate accounting or related financial appropriate accounting or related financial management expertise. The Board is management expertise. The Board is accountable to the general meeting, and shall accountable to the general meeting, and shall perform the work and conduct proceedings in perform the work and conduct proceedings in accordance with the functions and powers accordance with the functions and powers conferred by the Articles of Association and conferred by the Articles of Association and these rules of procedure. these rules of procedure. Each type of statutory functions and powers of the Board conferred by the Articles of Association shall be exercised collectively by the Board, and shall not be delegated to be exercised by others, or be modified or deprived by means of the Articles of Association or the resolutions of general meeting. Other functions and powers of the Board specified in the Articles of Association that involve material matters shall be determined collectively and shall not be delegated to be exercised by the chairman of the board of directors, general manager or other entities.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

APPENDIX II

Current Articles	Amended Articles
	Article 2 Departure of Directors
	Directors shall perform their duties diligently
	and responsibly, equipping with the requisite
	expertise, skill and experience required
	normally to fulfil their duties and shall ensure
	that sufficient time and energy are devoted to
	discharging their duties. If a director is
	prohibited from serving as a director as
	stipulated in laws, regulations or the rules of the
	stock exchange during his/her term of office,
	such director shall immediately cease to perform
	his/her duties, and the Company shall dismiss
	his/her position within one month from the date
	of such fact; if a director of the Company (i) has
	been imposed any administrative punishment by
	the CSRC over the past 36 months, or (ii) has
	been publicly censured or criticized by
	circulating a notice of criticism for more than
	twice over the past 36 months; and the board and
	the supervisory committee of the Company
	consider his/her continued service as a director
	shall be important to the operation of the
	Company, the board and the supervisory
	committee of the Company could nominate such
	director as a candidate for the next session and
	shall fully disclose reasons for his/her
	nomination.
	The relevant resolution of the aforesaid
	nomination of directors shall not only be
	approved by more than half of the shareholding
	of the shareholders attending the general
	meeting, but also be approved by more than half
	of the shareholding of the minority shareholders
	attending the general meeting.

	Article 3 Restrictions on the Number of
	Management Positions Served by Directors
	The aggregate number of the directors of the
	Company who concurrently serve as the senior
	management of the Company shall not exceed
	one half of all the directors of the Company.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

APPENDIX II

Current Articles	Amended Articles
	Article 4 Special Committees of the Board of Directors The Board has established the audit committee, and special committees of strategy, nomination, and remuneration and appraisal, which shall be accountable to the Board and perform their duties in accordance with the Articles of Association and the authorization of the Board. The proposals of the special committees, shall be submitted to the Board for consideration and decision. The special committees of the board of directors are all comprised of directors, among which the majority of the members of the audit committee, the nomination committee, and remuneration and appraisal committee shall be independent non-executive directors who shall also be the convenors. The convenor of the audit committee shall be accounting professional.
	shall be accounting professional.
Article 2 Board Office The Board has established the Board office to handle the daily affairs of the Board.	Article ~~2 ~~5 Board Office The Board has established the Board office to handle the daily affairs of the Board and keep the seals of the Board and the Board office.

The secretary to the board of directors or the securities affairs representative shall concurrently serve as the person-in-charge of the Board office, and keep the seals of the Board and the Board office.

The secretary of the Company plays an important role in supporting the Board by ensuring good information flow within the Board, and compliance with the policy and procedures of the Board. The secretary of the Company is responsible for advising the Board through the chairman and/or the chief executives on governance matters, and should also facilitate induction and professional development of directors.

The secretary to the board of directors ~~or the securities affairs representative shall concurrently serve as the person-in-charge of the Board office, and keep the seals of the Board and i~~ s in charge of the management of the Board office.

The Company sets up a company secretary in accordance with the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The secretary of the Company plays an important role in supporting the Board by ensuring good information flow within the Board, and compliance with the policy and procedures of the Board. The secretary of the Company is responsible for advising the Board through the chairman and/or the ~~chief executives~~ general manager on governance matters, and should also facilitate induction and professional development of directors.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

APPENDIX II

Current Articles	Current Articles								Amended Articles
Article	4 Proposals for Regular Meetings								Article ~~4 ~~7 Proposals for Regular Meetings
Before issuing a notice			on convening a				regular		Before issuing a notice on convening a regular
meeting of the board of			directors, the secretary						meeting of the board of directors, the secretary
to the board of directors shall					fully	solicit the			to the board of directors shall fully solicit the
opinions of all		directors,			and	submit		a	opinions of all directors, and submit a
preliminary meeting proposal to the chairman								of	preliminary meeting proposal to the chairman of
the board of directors for formulation.									the board of directors for formulation.
The chairman of the		board of directors				shall seek			The chairman of the board of directors shall seek
the opinion of the		general manager				and other			the opinion of the general manager and other
senior	management		as necessary				before		senior management as necessary before
formulating a proposal.									formulating a proposal.
									The proposer and the drafting department shall
									ensure the accuracy and completeness of the
									proposal information.

Article	5 Extraordinary Meetings								Article ~~5 ~~8 Extraordinary Meetings
Shareholders representing more					than 1/10 of the				The chairman of the board of directors shall
voting	rights, directors or			the supervisory					convene and preside over an extraordinary
committee representing			more than 1/3				of the		meeting of the board of directors within 10 days
voting	rights may propose				to convene			an	after receiving such a proposal under the
extraordinary meeting of the Board.									following circumstances:
									(I) when proposed by ~~S~~shareholders
									representing more than 1/10 of the voting
									rights~~, directors or the supervisory~~
									~~committee representing~~;
									(II) when jointly proposed by more than ~~1/3~~
									~~of the voting rights ~~one-third of the
									directors;
									(III) when proposed by the supervisory
									committee; ~~may propose to convene an~~
									~~extraordinary meeting of the Board.~~
									(IV) when the chairman of the board of
									directors considers it necessary;
									(V) when proposed by more than half of the
									independent non-executive directors;
									(VI) when proposed by the general manager;
									(VII) when required to hold by the securities
									regulatory authority;
									(VIII) other circumstances stipulated by the
									Articles of Association.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

APPENDIX II

	Current Articles		Amended Articles
	Article 7 Convening and Presiding of		Article ~~7 ~~10 Convening and Presiding of
	meetings		meetings
	The meetings of the Board shall be convened		The meetings of the Board shall be convened
	and presided over by the chairman of the Board.		and presided over by the chairman of the Board.
	In the event that the chairman of the Board is		In the event that the chairman of the Board is
	unable to or fails to perform his/her duties, the		unable to or fails to perform his/her duties, the
	meeting shall be presided over by the vice		meeting shall be presided over by the vice
	chairman of the Board. In the event that the vice		chairman of the Board. In the event that the vice
	chairman of the Board is unable or fails to		chairman of the Board is unable or fails to
	perform his/her duties, the meeting shall be		perform his/her duties, the meeting shall be
	convened and presided over by a director jointly		convened and presided over by a director jointly
	nominated by more than half of the directors.		nominated by more than half of the directors.
			Board meetings shall be convened and held
			strictly in accordance with these rules of
			procedure and a prior notice shall be given to all
			the directors within the prescribed time. The
			Company shall provide directors with sufficient
			meeting materials, including relevant
			background materials on the agenda of
			meetings, a statement on prior endorsement of
			independent non-executive directors (if any) and
			all information and data required by the
			directors to vote on resolutions. The Company
			shall address the inquiries raised by directors in
			time and supplement relevant meeting materials
			in accordance with the directors’ requirements
			before the meetings.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

APPENDIX II

Current Articles	Current Articles	Amended Articles	Amended Articles
Article 9 Content of the Meeting Notice		Article ~~9 ~~12 Content of the Meeting Notice
A written notice of meeting shall at least include		A written notice of meeting shall at least include
the following content:		the following content:
(I)	the time and place of the meeting;	(I)	the time and place of the meeting;
(II)	the method of convening of the meeting;	(II)	the method of convening of the meeting;
(III)	matters to be considered (proposal of the	(III)	matters to be considered (proposal of the
	meeting);		meeting);
(IV)	convener and chairman of the meeting,	(IV)	convener ~~and chairman ~~of the meeting,
	proposer of the extraordinary meeting and		proposer of the extraordinary meeting and
	his/her written proposal;		his/her written proposal;
(V)	meeting materials necessary for voting by	(V)	meeting materials necessary for voting by
	directors;		directors;

(VI) requirements that directors shall attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(VII) contact person and contact information.
(VI) requirements that directors shall attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(VII) contact person and contact information.

The oral notice of a meeting shall at least include items (I) and (II) above, as well as an explanation of the emergency to convene an extraordinary meeting of the Board as soon as possible.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

APPENDIX II

Current Articles Article 12 Attendance in Person or by Proxy

In principle, the directors shall attend Board meetings in person. Where a director is unable to attend a meeting for any reason, he/she shall peruse the meeting documents in advance, form definite opinions, and appoint another director in writing to attend the meeting on his/her behalf.

The instrument of proxy shall specify:

(I) the names of the principal and proxy;
(II) outline opinions of the principal on respective proposals;
(III) the principal’s range of authorization and instructions about voting intent in relation to respective proposals;
(IV) signature of the principal and proxy, date, etc.

	Amended Articles	Amended Articles
	Article ~~12 ~~15 Attendance in Person or by
	Proxy
	In principle, the directors shall attend Board
	meetings in person. Attendance in person
	includes attendance in person on site or by
	correspondence. In the event that a director
	attends the Board	meetings in person within a
	year less than two-thirds of the number of Board
	meetings in the	current year, supervisory
	committee of the	Company shall review the
	fulfillment of his/her duties, and make a
	resolution on and	announce whether he/she is
	diligent and responsible.

Where a director is unable to attend a meeting for any reason, he/she shall peruse the meeting documents in advance, form definite opinions, carefully choose and appoint another director in writing to attend the meeting on his/her behalf.

The instrument of proxy shall specify:

(I) the names of the principal and proxy;

Where any director signs the regular reports by proxy, the said director shall specify such authorization in the power of attorney.

The proxy director shall present the written power of attorney to the chairman of the meeting, and explain proxy attendance in the attendance book.

(II) outline opinions of the principal on respective proposals;
(III) ~~the principal’s range of authorization and instructions about voting intent in relation to respective proposals~~ in relation to voting on proposals, the principal should specify his/her opinions on voting for, voting against or being abstain from voting on each of the proposals in the power of attorney;
(IV) signature of the principal and proxy, date, etc.

~~Where any director signs the regular reports by proxy, the said director shall specify such authorization in the power of attorney.~~ The proxy director shall present the written power of attorney to the chairman of the meeting ~~, and explain proxy attendance in the attendance book.~~

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

APPENDIX II

Current Articles

Article 13 Restriction on Proxy Attendance Proxy attendance at Board meetings shall follow the principles below:

(I) in the consideration of related transactions, a non-related director shall not appoint a related director to attend on his/her behalf; nor shall a related director accept the proxy from a non-related director;
(II) an independent non-executive director shall not appoint a non-independent director to attend the meeting on his/her behalf, nor shall a non-independent director accept the proxy from an independent non-executive director;
(III) directors shall not give entrustment with absolute authority to other directors to attend without explaining their personal opinions and voting intentions, nor shall relevant directors accept entrustment with absolute authority or authority which is unclear;
(IV) a director shall not accept a proxy from more than two directors, nor shall a director appoint a director who has accepted a proxy from two other directors to attend the meeting on his/her behalf.
Amended Articles Article ~~13~~ 16 Restriction on Proxy Attendance

Proxy attendance at Board meetings shall follow the principles below:

(I) in the consideration of related transactions, a non-related director shall not appoint a related director to attend on his/her behalf; nor shall a related director accept the proxy from a non-related director;
(II) an independent non-executive director shall not appoint a non-independent director to attend the meeting on his/her behalf, nor shall a non-independent director accept the proxy from an independent non-executive director;
(III) a director ~~s~~ shall not give ~~entrustment with absolute authority to other directors to attend~~ or accept entrustment without ~~explaining their personal opinions and~~ voting intention ~~s~~ , ~~n~~ or ~~shall relevant directors accept~~ entrustment with absolute authority or authority which is unclear;
(IV) a director shall not accept a proxy from more than two directors, nor shall a director appoint a director who has accepted a proxy from two other directors to attend the meeting on his/her behalf.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

APPENDIX II

Current Articles		Amended Articles
Article 14 A director who attends a meeting on		Article ~~14 ~~17 Responsibility of Directors
proxy shall exercise the rights of a director		Present
within the scope of	authority. Where a director
does not attend a Board meeting and has not appointed a representative to attend the meeting on his/her behalf, he/she shall be deemed to have waived his right to vote at the meeting.		A director who attends a meeting on proxy shall exercise the rights of a director within the scope of authority.
		The responsibility of a director in connection
		with his/her voting on resolutions shall not be
		waived by attending the meeting by a proxy.
		Where a director does not attend a Board
		meeting and has not appointed a representative
		to attend the meeting on his/her behalf, he/she
		shall be deemed to have waived his right to vote
		at the meeting.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

APPENDIX II

Current Articles

Article 19 Statistics of Voting Results

After the directors present completing the voting procedures, the securities affairs representative and the related staff of the Board office shall collect the ballots cast by the directors in a timely manner, and the secretary to the board of directors shall make statistics under the supervision of an independent non-executive director or other supervisors (directors).

If a meeting is held on-site, the chairman of the meeting shall announce the statistical results on the spot; in other cases, the chairman of the meeting shall require the secretary to the board of directors to notify the directors of the voting results before the next working day after the end of the prescribed voting time limit.

If a director casts a vote after the chairman of the meeting announces the voting results or after the prescribed voting time limit expires, his/her voting results will not be counted.

Amended Articles

Article 19 22 Statistics of Voting Results

If a director casts a vote after the chairman of the meeting announces the voting results or after the prescribed voting time limit expires, his/her voting results will not be counted.

Where a director shall be removed from office but has not yet been removed as stipulated in the Article 2 of these Rules, and if he/she attends and votes at a Board meeting, the vote he/she casts shall be invalid and he/she shall not be counted in the quorum.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

APPENDIX II

Current Articles
Article 20 Forming of Resolutions

Saved as otherwise specified in the Article 21 of these Rules, when a Board meeting considers and approves a proposal and forms a relevant resolution, it is required that more than half of all directors of the Company vote in favor of the proposal. Where laws, administrative regulations, and the Articles of Association of the Company stipulate that the board of directors shall obtain the consent of more directors to form a resolution, such provisions shall prevail.

Amended Articles Article ~~20~~ 23 Forming of Resolutions Saved as otherwise specified in the Article 2 ~~1~~ 4 of these Rules, when a Board meeting considers and approves a proposal and forms a relevant resolution, it is required that more than half of all directors of the Company vote in favor of the proposal. Where laws, administrative regulations, and the Articles of Association of the Company stipulate that the board of directors shall obtain the consent of more directors to form a resolution, such provisions shall prevail.

The Board shall make resolution on guarantee matters within the scope of its powers in accordance with the Articles of Association of the Company, and such resolution shall be approved by more than two-thirds of the attending directors in addition to the approval of the majority of all directors of the Company. In case of conflict in content and meaning of different resolutions, the resolution formed later shall prevail.	~~The Board shall make resolution on guarantee~~ ~~matters within the scope of its powers in~~ ~~accordance with the Articles of Association of~~ ~~the Company, and such resolution shall be~~ ~~approved by more than two-thirds of the~~ ~~attending directors in addition to the approval of~~ ~~the majority of all directors of the Company.~~ In case of conflict in content and meaning of different resolutions, the resolution formed later shall prevail.
	Article 26 Consideration Procedure of Appointing or Replacing External Auditors For engaging or replacing the external audit institution of the Company, reviewing on the audit fees and terms of engagement of the external audit institution, the audit committee of the board of directors shall form a deliberative opinion and make a recommendation to the Board before the Board considers the relevant proposal.

The Board shall make resolution on guarantee
matters within the scope of its powers in
accordance with the Articles of Association of
the Company, and such resolution shall be
approved by more than two-thirds of the
attending directors in addition to the approval of
the majority of all directors of the Company.
In case of conflict in content and meaning of
different resolutions, the resolution formed later
shall prevail.

~~The Board shall make resolution on guarantee~~
~~matters within the scope of its powers in~~
~~accordance with the Articles of Association of~~
~~the Company, and such resolution shall be~~
~~approved by more than two-thirds of the~~
~~attending directors in addition to the approval of~~
~~the majority of all directors of the Company.~~
In case of conflict in content and meaning of
different resolutions, the resolution formed later
shall prevail.

Article 26
Consideration Procedure of
Appointing or Replacing External Auditors
For engaging or replacing the external audit
institution of the Company, reviewing on the
audit fees and terms of engagement of the
external audit institution, the audit committee of
the board of directors shall form a deliberative
opinion and make a recommendation to the
Board before the Board considers the relevant
proposal.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

APPENDIX II

	Current Articles	Amended Articles
		Article 27 Consideration Procedure of
		Financial Report of the Company
		The financial and accounting reports announced
		by the Company shall be reviewed by the audit
		committee of the board of directors. The audit
		committee shall express an opinion on the
		truthfulness, accuracy and completeness of the
		financial and accounting reports, focusing on
		significant accounting and auditing issues in the
		Company’s financial and accounting reports,
		with particular attention to the possibility of
		fraud, fraudulent acts and material
		misstatements related to the financial and
		accounting reports, and oversee the rectification
		of problems in the financial and accounting
		reports.

		Article 28 Consideration Procedure of
		External Guarantee
		The external guarantee transactions of the
		Company shall not only be considered and
		approved by the majority of all directors, but
		also be considered and approved by more than
		two-third of directors present at the meeting of
		the board of directors.
		Where the Company provides guarantee to a
		controlling shareholder, a de facto controller
		and its related party, the guarantee shall be
		passed by the majority of all non-related
		directors and more than two-third of non-related
		directors present with a resolution and shall be
		subject to the approval of the shareholders’
		general meeting.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

APPENDIX II

Current Articles	Amended Articles
	Article 29 Consideration of Authorization Matters When the Board considers and approves authorization matters, directors shall make prudent judgements on the scope, validity, rationality and risks of authorization and pay close attention to whether the scope of authorization exceeds those stipulated in the Articles of Association, the Rules of Procedure for Shareholders’ General Meetings and these Rules of Procedure and whether the authorization matters involve material risk.
	Article 30 Consideration of Regular Report When the Board considers and approves the regular reports, the directors shall read the entire text diligently and focus on whether the contents is real, accurate and complete or contain any material misstatement, omission or any unusual circumstance on the main financial and accounting information; and pay attention to whether the report of the board of directors comprehensively analyzed the financial condition and operating results of the Company and fully disclosed material matters and uncertainties that may impact the Company.
Article 23 Special Provisions on Profit Distribution	Delete the original Article 23

Where the Board meeting shall resolve on the proposal of profit distribution of the Company, the profit distribution proposal to be submitted to the Board for consideration may first be submitted to a certified public accountant, who shall be required to produce a draft audit report (all financial data except those involving profit distribution have been determined). After making resolution on profit distribution, the Board shall require the certified public accountant to prepare a formal audit report, according to which the Board shall resolve on other relevant regularly reported issues.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

APPENDIX II

Current Articles

Article 29 Signature of Directors

The attending directors shall sign the minutes of the meeting, and records of the resolutions in person and on behalf of the directors appointing them to attend the meeting. Any director who has different opinions on the minutes of the meeting or records of the proposal may make written explanation when signing the same. Where necessary, he/she may promptly report to the regulatory authorities or make public statements. Such minutes of meetings shall be available for inspection at any reasonable time on reasonable notice by any director.

Where a director neither signs for confirmation as required by the preceding paragraph nor provides the written explanation for his/her different opinions or report to the regulatory authorities and makes public statement, the said director shall be deemed to have fully agreed with the content of the minutes of the meeting and the records of the proposal.

If a resolution of the board of directors violates the laws, administrative regulations or the Articles of Association and the Company suffers serious losses as a result thereof, the directors who participated in the passing of such resolution are liable to compensate the Company therefor. However, if it can be proven that a director expressly objected to the resolution when the resolution was voted on, and that such objection was recorded in the minutes of the meeting, such director may be released from such liability.

Amended Articles

Article 29 36 Signature of Directors

The ~~attending~~ directors attending the Board meeting shall sign the minutes of the meeting, and records of the resolutions in person and on behalf of the directors appointing them to attend the meeting. Any director who has different opinions on the minutes of the meeting or records of the proposal may make written explanation when signing the same. Where necessary, he/she may promptly report to the regulatory authorities or make public statements. Such minutes of meetings shall be available for inspection at any reasonable time on reasonable notice by any director.

The directors shall sign written confirmation opinions for regular reports in accordance with laws, shall not either entrust others to sign, or refuse to do so on account of having objection to the contents of the regular reports or disagreement with audit institutions. Where the director cannot warrant the truthfulness, accuracy and completeness of the contents of the regular reports or has disagreement, he/she shall express the opinion on the written confirmation of opinion and specify the reasons, and the board of directors and the supervisory committee of the Company shall make an announcement and explain the matters involved and the impact on the Company.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

APPENDIX II

Current Articles	Current Articles		Amended Articles	Amended Articles
Article 32	Preservation of Meeting Archives		Article ~~32 ~~39	Preservation of Meeting
			Archives

The secretary to the Board shall be responsible for keeping archives of the meetings of the Board, including meeting notices and meeting materials, the attendance book, the power of attorney authorizing proxy directors to attend the meeting, voice recording of meeting, voting ballots, meeting records signed and confirmed by attending directors, summary of minutes, resolution records and announcements of resolutions.

The meeting materials of the Board shall be preserved for ten years.

Article 33 Supplementary articles

In these rules of procedures, the terms of “more than” shall include the given figure.

The secretary to the Board shall be responsible for keeping archives of the meetings of the Board, including meeting notices and meeting materials ~~, the attendance book~~ , the power of attorney authorizing proxy directors to attend the meeting, voice recording of meeting, voting ballots, meeting records signed and confirmed by attending directors, summary of minutes, resolution records and announcements of resolutions.

The meeting materials of the Board shall be preserved for ten years. Article ~~33~~ 40 Supplementary articles In these rules of procedures, the terms of “more than” shall include the given figure.

These rules of procedures shall take effect from the date of approval at the general meeting of the Company and listing of the overseas listed foreign shares (H shares) publicly issued by the Company on The Stock Exchange of Hong Kong Limited. The original Rules of Procedures for the Board of Directors of the Company shall automatically expire on the effective date of these rules of procedures.

These rules of procedures shall take effect from the date of approval at the general meeting of the Company ~~and listing of the overseas listed foreign shares (H shares) publicly issued by the Company on The Stock Exchange of Hong Kong Limited~~ . The original Rules of Procedures for the Board of Directors of the Company shall automatically expire on the effective date of these rules of procedures.

The Board shall be responsible for the The Board shall be responsible for the interpretation of these rules of procedures. interpretation of these rules of procedures.

Matters not included in these Rules of Procedure are subject to the relevant laws and regulations of the PRC and the Articles of Association.

Matters not included in thees Rules of Procedure are subject to the relevant laws and regulations of the PRC and the Articles of Association.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

APPENDIX III

COMPARISON TABLE OF RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE OF SHANDONG GOLD MINING CO., LTD.

In order to further strengthen corporate governance, the Company proposed to make amendments to relevant articles in the Rules of Procedure for Supervisory Committee in accordance with relevant provisions of Company Law of the People’s Republic of China, Securities Law of the People’s Republic of China, the Code of Corporate Governance for Listed Companies of the CSRC, the Rules Governing the Listing of Securities on the Shanghai Stock Exchange (revised in January 2022), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 1 — Standardised Operation and other relevant laws, regulations, rules, regulatory documents, and relevant provisions of the Articles of Association of SHANDONG GOLD MINING CO., LTD. The particulars of the proposed amendments are as follows:

Current Articles Amended Articles Article 1 Objective Article 1 Objective

In order to further standardize the method for discussions and the voting procedures of the supervisory committee of the Company, enable the supervisors and the supervisory committee to effectively perform their supervisory duties and authority, and improve the corporate governance structure of the Company, these rules of procedures are formulated in accordance with relevant provisions of the Company Law, the Securities Law, the Code of Corporate Governance for Listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Rules Governing the Listing of Securities on the Shanghai Stock Exchange. The Rules of Procedures of the Supervisory Committee of the Company shall be revised pursuant to the Company Law of the People’s Republic of China and the Articles of Association of SHANDONG GOLD MINING CO., LTD.

In order to further standardize the method for discussions and the voting procedures of the supervisory committee of the Company, enable the supervisors and the supervisory committee to effectively perform their supervisory duties and authority, and improve the corporate governance structure of the Company, these rules of procedures are formulated in accordance with relevant provisions of the Company Law, the Securities Law, the Code of Corporate Governance for Listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Rules Governing the Listing of Securities on the Shanghai Stock Exchange. The Rules of Procedures of the Supervisory Committee of the Company shall be revised pursuant to the Company Law of the People’s Republic of China and other relevant laws and regulations, department rules and the Articles of Association of SHANDONG GOLD MINING CO., LTD.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

APPENDIX III

Current Articles

Article 2 Supervisory Committee

The supervisory committee is a supervisory body established pursuant to law, which shall be accountable to the general meeting and report its work to the same. The supervisory committee shall focus on supervision of finance-related matters, and oversee financial activities of the Company, as well as the operation and management behaviors of the Company’s directors, managers and other senior management in accordance with relevant state laws, administrative regulations, financial and auditing rules and resolutions of the general meeting, so as to ensure that the assets of the Company and interests of its shareholders are not prejudiced.

Amended Articles

Article 2 Supervisory Committee

The supervisory committee shall perform its duties strictly pursuant to law. Members and structure of the supervisory committee shall ensure independent and effective performance of its duties. Supervisors shall have relevant professional knowledge or working experience, as well as corresponding capacity of duty performance and good work ethic. Directors and senior management of the Company shall not serve as supervisors concurrently.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

APPENDIX III

Current Articles	Current Articles	Amended Articles
		If a supervisor is prohibited from serving as a
		supervisor as stipulated in laws, regulations	or
		the rules of the stock exchange during his/her
		term of office, such supervisor shall
		immediately cease to perform his/her duties, and
		the Company shall dismiss his/her position
		within one month from the date of such fact; if a
		supervisor of the Company (i) has been imposed
		any administrative punishment by the CSRC
		over the past 36 months, or (ii) has been publicly
		censured or criticized by circulating a notice	of
		criticism for more than twice over the past	36
		months; and the supervisory committee of the
		Company considers his/her continued service	as
		a supervisor shall be important to its work, the
		supervisory committee could nominate such
		supervisor as a candidate for the next session
		and shall fully disclose reasons for his/her
		nomination.
		The relevant resolution of the aforesaid
		nomination of supervisors shall not only	be
		approved by more than half of the shareholding
		of the shareholders attending the general
		meeting, but also be approved by more than half
		of the shareholding of the minority shareholders
		attending the general meeting.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

APPENDIX III

Current Articles

Article 5 Proposal for Regular Meetings

Before issuing a notice on convening a regular meeting of the supervisory committee, the supervisory committee office shall solicit meeting proposals from all the supervisors, and solicit opinions from the employees of the company for at least 2 days. When soliciting proposals and opinions, the supervisory committee office should explain that the supervisory committee focuses on the supervision over the Company’s standard operation and the duties of directors and the senior management rather than the decision-making on the Company’s operation and management.

Article 7 Convening and Presiding of Meetings

The meetings of the supervisory committee shall be convened and presided over by the chairman of the supervisory committee; in the event that the chairman of the supervisory committee is unable to or fails to perform his/her duties, the vice chairman of the supervisory committee shall convene and preside; where no vice chairman is available or the vice chairman cannot or does not fulfill the duty thereof, the meeting shall be convened and presided over by a supervisor jointly nominated by more than half of the supervisors.

Amended Articles

Article 5 Proposal for Regular Meetings

Before issuing a notice on convening a regular meeting of the supervisory committee, the supervisory committee office shall solicit meeting proposals from all the supervisors ~~, and solicit opinions from the employees of the company for at least 2 days~~ . When soliciting proposals and opinions, the supervisory committee office should explain that the supervisory committee focuses on the supervision over the Company’s standard operation and the duties of directors and the senior management rather than the decision-making on the Company’s operation and management.

Article 7 Convening and Presiding of Meetings

The meetings of the supervisory committee shall be convened and presided over by the chairman of the supervisory committee; in the event that the chairman of the supervisory committee is unable to or fails to perform his/her duties ~~, the vice chairman of the supervisory committee shall convene and preside; where no vice chairman is available or the vice chairman cannot or does not fulfill the duty thereof~~ , the meeting shall be convened and presided over by a supervisor jointly nominated by more than half of the supervisors.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

APPENDIX III

Current Articles	Current Articles	Amended Articles	Amended Articles
Article 9 Content of the Meeting Notice		Article 9 Content of the Meeting Notice
A written notice of meeting shall at least include		A written notice of meeting shall at least include
the following content:		the following content:
(I)	the time, place of the meeting;	(I)	the time, place and method of convening
			of the meeting;
(II)	matters to be considered (proposal of the	(II)	matters to be considered (proposal of the
	meeting);		meeting);
(III)	convener and chairman of the meeting,	(III)	convener and chairman of the meeting,
	proposer of the extraordinary meeting and		proposer of the extraordinary meeting and
	his/her written proposal;		his/her written proposal;
(IV)	meeting materials necessary for voting by	(IV)	meeting materials necessary for voting by
	supervisors;		supervisors;
(V)	requirements that supervisors shall attend	(V)	requirements that supervisors shall attend
	the meeting in person;		the meeting in person;
(VI)	contact person and contact information.	(VI)	contact person and contact information.

The oral notice of a meeting shall at least The oral notice of a meeting shall at least include items (I) and (II) above, as well as an include items (I) and (II) above, as well as an explanation of the emergency to convene an explanation of the emergency to convene an extraordinary meeting of the supervisory extraordinary meeting of the supervisory committee as soon as possible. committee as soon as possible.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

APPENDIX III

Current Articles	Amended Articles
Article 12 Consideration Procedures of Meetings The chairman of the meeting shall request the attending supervisors to express definite opinions on various proposals. Resolutions deliberated and submitted by the supervisory committee to a general meeting shall allow the supervisors to have sufficient time to review such resolutions. The supervisory committee shall firstly listen to the report from the financial officer while reviewing the financial affairs, and make enquiries in respect of relevant issues to the chief financial officer or other financial officers.	Article 12 Consideration Procedures of Meetings The chairman of the meeting shall request the attending supervisors to express definite opinions on various proposals. Resolutions deliberated and submitted by the supervisory committee to a general meeting shall allow the supervisors to have sufficient time to review such resolutions. The supervisory committee shall firstly listen to the report from the financial officer while ~~reviewing ~~inspecting the financial affairs, and make enquiries in respect of relevant issues to the chief financial officer or other financial officers.

Current Articles

Amended Articles

Article 12
Consideration Procedures of
Meetings
The chairman of the meeting shall request the
attending supervisors to express definite
opinions on various proposals.
Resolutions deliberated and submitted by the
supervisory committee to a general meeting
shall allow the supervisors to have sufficient
time to review such resolutions.
The supervisory committee shall firstly listen to
the report from the financial officer while
reviewing the financial affairs, and make
enquiries in respect of relevant issues to the
chief financial officer or other financial officers.

Article 12
Consideration Procedures of
Meetings
The chairman of the meeting shall request the
attending supervisors to express definite
opinions on various proposals.
Resolutions deliberated and submitted by the
supervisory committee to a general meeting
shall allow the supervisors to have sufficient
time to review such resolutions.
The supervisory committee shall firstly listen to
the report from the financial officer while
~~reviewing ~~inspecting the financial affairs, and
make enquiries in respect of relevant issues to
the chief financial officer or other financial
officers.

When deliberating on resolutions in relation to investment, property disposal and acquisition and merger, etc., the supervisory committee shall give full consideration to the amounts, prices (or calculation of prices), carrying amounts of assets, impact on the Company, approval status, etc. If it is required to evaluate assets, conduct an audit or issue an independent financial advisor’s report, the supervisory committee shall request the Board to engage agents to do the relevant work, and to announce the asset evaluation, audit results or independent financial adviser’s report at least five working days before the general meeting of shareholders.

When deliberating on resolutions in relation to investment, property disposal and acquisition and merger, etc., the supervisory committee shall give full consideration to the amounts, prices (or calculation of prices), carrying amounts of assets, impact on the Company, approval status, etc. If it is required to evaluate assets, conduct an audit or issue an independent financial advisor’s report, the supervisory committee shall request the Board to engage agents to do the relevant work, ~~and to announce the asset evaluation, audit results or independent financial adviser’s report at least five working days before the general meeting of shareholders.~~

When deliberating on events such as capital increase, capital reduction, combination, the supervisory committee shall give full consideration to the effect caused by such events on the Company and its shareholders, and question the relevant persons on methods, prices, quantities, procedures, etc.

When deliberating on resolutions regarding events such as capital increase, capital reduction, combination, the supervisory committee shall give full consideration to the effect caused by such events on the Company and its shareholders, and question the relevant persons on methods, prices, quantities, procedures, etc.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

APPENDIX III

Current Articles

When the supervisory committee considers whether the behavior of the directors, general managers and other senior executives of the Company is harmful to the interests of the company and shareholders, or violates laws, regulations and the company’s articles of association, it shall firstly listen to the statements and defenses of relevant personnel, and then put forward suggestions and rectification opinions.

When deliberating on a resolution and the relevant work reports, the supervisory committee may notify the proposers or other relevant professionals to attend the meeting to make reply or explanation on questions and suggestions from the supervisors in attendance.

When deliberating on a related transaction, the supervisory committee shall give full consideration to the fairness and compliance of the related transaction and make a resolution about whether such related transaction has damage to the interests of the Company and other non-related shareholders.

For a resolution included in the agenda of meeting of the supervisory committee, if it is required to be withdrawn by the proposer before taking vote, the deliberation on such resolution shall be ceased immediately.

Amended Articles

When deliberating on an annual financial report and a profit distribution plan, the supervisory committee shall focus on reviewing the authenticity and compliance of the annual financial report and whether there is sufficient consideration given to the relationship between the development of the Company and the actual interests of shareholders in the profit distribution plan. The supervisory committee shall review the periodic reports prepared by the Board and express its written opinion, which shall state whether the report preparation and review procedures comply with relevant regulations and whether the content is true, accurate and complete.

Supervisors are entitled to monitor the compliance of the directors, general manager and other senior management of the Company with laws and regulations, relevant regulations of stock exchanges and the Articles of Association, as well as their performance of duties and execution of the resolutions of the general meeting. The directors, general manager and other senior management shall provide all relevant information and materials required by the supervisory committee and shall not intervene the performance of duties of the supervisory committee or supervisors. When the supervisory committee ~~considers whether the behavior of the directors, general managers and other senior executives of the Company is harmful to the interests of the company and shareholders, or violates laws, regulations and the company’s articles of association~~ exercises its supervisory power, it shall firstly listen to the statements and defenses of relevant personnel, and then put forward suggestions and rectification opinions.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

APPENDIX III

Current Articles

For a resolution included in the agenda of meeting of the supervisory committee, if a major issue concerning it is identified during the deliberation and needs to be studied further, the vote on the resolution can be withheld as proposed by the chairman of the supervisory committee, and then a dedicated work group will be organized to make further investigation on it in order to submit an investigation report to be deliberated at the next meeting of the supervisory committee.

If any supervisor is involved or has any direct interests in a matter deliberated by the supervisory committee, the supervisor shall disclose his interests to the supervisory committee and shall also avoid and waive his/her voting rights. The supervisor who waives his/her voting rights shall be counted in the quorum for the meeting of the supervisory committee, but not in the number of supervisors necessary for passing a resolution at a meeting of the supervisory committee. The minutes of a meeting of the supervisory committee shall state reasons why the supervisor waives his right to vote.

Amended Articles

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

APPENDIX III

Current Articles	Current Articles	Current Articles	Amended Articles	Amended Articles
			~~If any supervisor is involved or has any direct~~
			~~interests in a matter deliberated by the~~
			~~supervisory committee, the supervisor shall~~
			~~disclose his interests to the supervisory~~
			~~committee and shall also avoid and ~~		~~waive~~
			~~his/her voting rights. The supervisor who waives~~
			~~his/her ~~	~~voting rights shall be counted ~~	~~in the~~
			~~quorum for the meeting of the supervisory~~
			~~committee, but not in the number of supervisors~~
			~~necessary for passing a resolution at a meeting~~
			~~of the supervisory committee. The minutes of a~~
			~~meeting of the supervisory committee shall state~~
			~~reasons ~~	~~why the supervisor waives his right to~~
			~~vote.~~
Article	13	Resolutions of the Supervisory Article		13 Resolutions of the Supervisory
Committee			Committee
(Omitted)			……
			Where a supervisor shall be removed from office
			as stipulated in Article 2 of these rules		but has
			not yet	been removed, and if he/she attends and
			votes at a meeting of the supervisory committee,
			the vote he/she casts shall be invalid.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

APPENDIX III

Current Articles Amended Articles Article 15 Minutes of Meeting Article 15 Minutes of Meeting The personnel of the supervisory committee The personnel of the supervisory committee office shall keep the minutes of on-site office shall keep the minutes of on-site meetings. The meeting minutes shall include the meetings. The meeting minutes shall include the following content: following content:

(I) the meeting session, and the date and venue for and form of convening the meeting;
(I) the meeting session, and the date and venue for and form of convening the meeting;
(II) the delivery of the meeting notices;
(II) the delivery of the meeting notices;
(III) convener and chairman of the meeting; (IV) meeting attendance;
(III) convener and chairman of the meeting; (IV) meeting attendance;
(V) the proposals deliberated at the meeting, the main points and main opinions of each supervisor on relevant matters, and the voting intention on the proposals;
(V) the proposals deliberated at the meeting, the main points and main opinions of each supervisor on relevant matters, and the voting intention on the proposals;
(VI) the voting method and results of each proposal (indicating the specific vote number of consents, objections and abstentions);
(VI) the voting method and results of each proposal (indicating the specific vote number of consents, objections and abstentions);
(VII) other matters that the attending supervisors think shall be recorded.
(VII) other matters that the attending supervisors think shall be recorded.

For a meeting of the supervisory committee held by correspondence, the supervisory committee office shall keep the meeting minutes with reference to the aforesaid requirements.

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APPENDIX III

Current Articles

If it is not possible to complete the minutes immediately after the meeting due to shortage of time, the minute taker shall be responsible for completing the minutes within three days after the meeting and sending them to each supervisor in turn by personal delivery or express mail. Each supervisor shall sign the minutes of the meeting within three days of their receipt and shall deliver the signed minutes to the Company by personal delivery or express mail. If the supervisors have any comments or objections to the minutes, they may refuse to provide their signatures, but they shall send their written comments to the Company at the time and in the manner hereinbefore provided. In the event of any error or omission in the minutes, the minute taker shall correct the same and the supervisors shall sign the corrected minutes.

Amended Articles

The supervisors and recorders attending the meeting shall sign their names on the meeting minutes.

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COMPARISON TABLE OF RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

APPENDIX III

Current Articles

Article 16 Signature of Supervisors

The supervisors attending the meeting shall sign their names on the meeting minutes as confirmations. Any supervisor who has different opinions on the meeting minutes may make written explanation when signing the minutes. Where necessary, he/she may promptly report to the regulatory authorities or make public statements.

Where necessary, he/she may promptly report to the regulatory authorities or make public statements. Where a supervisor neither signs for confirmation as required by the preceding paragraph nor provides the written explanation for his/her different opinions or report to the regulatory authorities and makes public statement, the said supervisor shall be deemed to have fully agreed with the content of the meeting minutes.

Article 19 Preservation of Meeting Archives

The person designated by the chairman of the supervisory committee shall be responsible for keeping archives of the meetings of the supervisory committee, including meeting notices and meeting materials, meeting signature book, voice recording of meeting, voting ballots, meeting records signed and confirmed by attending supervisors and announcements of resolutions.

The meeting materials of the supervisory committee shall be preserved for ten years.

Amended Articles

Article 16 Signature of Supervisors

The supervisors attending the meeting of the supervisory committee shall sign their names on the meeting minutes as confirmations. Any supervisor who has different opinions on the meeting minutes may make written explanation when signing the minutes. Where necessary, he/she may promptly report to the regulatory authorities or make public statements.

Where a supervisor neither signs for confirmation as required by the preceding paragraph nor provides the written explanation for his/her different opinions or report to the regulatory authorities and makes public statement, the said supervisor shall be deemed to have fully agreed with the content of the meeting minutes.

The supervisory committee shall review the periodic reports prepared by the Board and express its written opinion in accordance with relevant regulations. The supervisors shall sign written confirmation.

Article 19 Preservation of Meeting Archives

The person designated by the chairman of the supervisory committee shall be responsible for keeping archives of the meetings of the supervisory committee, including meeting notices and meeting materials, ~~meeting signature book, v~~ oice recording of meeting, voting ballots, meeting records signed and confirmed by attending supervisors and announcements of resolutions.

The meeting materials of the supervisory committee shall be preserved for ten years.

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APPENDIX III

Current Articles

Article 20 Supplementary Articles

Any matters not covered herein shall be handled in accordance with the requirements of the Rules of Procedure for the Board of Directors, the Articles of Association of the Company, laws, administrative regulations, Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and other regulatory documents.

In these rules of procedures, the terms of “more than” shall include the given figure.

These rules of procedures shall take effect from the date of approval at the general meeting and listing of the overseas listed foreign shares (H shares) publicly issued by the Company on The Stock Exchange of Hong Kong Limited. The original Rules of Procedures of the Supervisory Committee of the Company shall automatically expire on the effective date of these rules of procedures.

The supervisory committee shall be responsible for the interpretation of these rules of procedures.

Amended Articles

Article 20 Supplementary Articles

In these rules of procedures, the terms of “more than” shall include the given figure.

These rules of procedures shall take effect from the date of approval at the general meeting ~~and listing of the overseas listed foreign shares (H shares) publicly issued by~~ of the Company ~~on The Stock Exchange of Hong Kong Limited.~~ The original Rules of Procedures of the Supervisory Committee of the Company shall automatically expire on the effective date of these rules of procedures.

The supervisory committee shall be responsible for the interpretation of these rules of procedures.

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS OF SHANDONG GOLD MINING CO., LTD.

Chapter I General Provisions

Article 1 In order to regulate the related party transactions between SHANDONG GOLD MINING CO., LTD. (hereinafter referred to as the “Company”) and its related persons/parties, and to protect the legal interests of the Company and the investors, the Company has formulated the system in accordance with relevant requirements provided by Company Law of the People’s Republic of China, Securities Law of the People’s Republic of China, the Administrative Measures on the Information Disclosures of Listed Companies promulgated by the CSRC, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”, of which “The Stock Exchange of Hong Kong Limited” is hereinafter referred to as the “Hong Kong Stock Exchange”), the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Listing Rules”, of which “Shanghai Stock Exchange” is hereinafter referred to as the “SSE”), Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 1 – Standardised Operation (hereinafter referred to as the “SSE No. 1 Guidelines”), Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 5 – Transactions and Related Party Transactions (hereinafter referred to as the “SSE No. 5 Guidelines”), Accounting Standards for Business Enterprises, International Financial Reporting Standards and other relevant laws, regulations, rules, regulatory documents (hereinafter referred to as the “Laws and Regulations”) and relevant provisions of the articles of association of SHANDONG GOLD MINING CO., LTD. (hereinafter referred to as the “Articles of Association”).

Article 2 The audit committee under the board of directors of the Company shall be liable for control and daily administration of the related party transactions of the Company.

Article 3 Related party transactions of the Company shall comply with the following basic principles:

(1) Principles of equality, willingness, pricing equality and compensation;
(2) Principles of fairness, impartiality and openness;
(3) When a related party transaction is considered at a general meeting, the related shareholders shall withdraw from voting;
(4) When a related party transaction is considered at a board meeting, the related directors shall withdraw from voting nor voting on behalf of another director;
(5) The board of directors of the Company shall determine whether such related party transactions are beneficial to the Company based on objective criteria; and should hire a professional appraiser or an independent financial adviser, if necessary;
(6) The related party transactions comply with the provisions of the relevant Laws and Regulations and accounting systems.

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

Chapter II Definition and Classification of Related Person/Party and Related Party Transaction

Article 4 The related persons/parties of the Company include related legal persons, related natural persons and other organizations.

Article 5 The related persons/parties of the Company include the related persons/parties as defined in the Shanghai Listing Rules, the Administrative Procedures on the Information Disclosures of Listed Companies issued by CSRC, the Hong Kong Listing Rules, Accounting Standards for Business Enterprises, International Financial Reporting Standards. For the details of the scope, please refer to Appendix I.

Article 6 The related party relationship represents the relationship between the Company and the abovementioned related natural persons, related legal persons and those connected persons as defined in the Hong Kong Listing Rules.

Article 7 The related party transactions of the Company mean the transactions between the Company and its controlled subsidiaries and the related persons/parties.

Article 8 The related party transactions of the Company include the transactions recognised by laws and regulations such as the Shanghai Listing Rules, the Hong Kong Listing Rules, Accounting Standards for Business Enterprises and International Financial Reporting Standards. For the details of the scope, please refer to Appendix II.

Chapter III Decision-Making Procedures and Disclosure Standards of Related Party Transactions

Article 9 The Company shall comply with the following approval procedures and timely disclosure on the basis of the amount of related party transactions with related persons as defined in the Shanghai Listing Rules:

(1) Transactions between the Company and the related persons with an amount of over RMB30 million (including the liabilities and costs assumed) and accounting for more than 5% of the absolute value of the latest audited net assets of the Company, or the Company’s related party transactions fail to meet the standards specified as aforementioned, but are required by the CSRC and the SSE based on the prudential principle or deemed necessary by the Company shall be submitted to the general meeting for review. The audit report or appraisal report shall be disclosed in accordance with the provisions of Rule 6.1.6 of the Shanghai Listing Rules. The daily related party transactions specified in Rule 6.3.17 of the Shanghai Listing Rules may not have to be audited or appraised.
(2) Guarantees to be provided by the Company to the related persons, regardless of the amount, should be examined and approved at the general meeting after the consideration and approval of the board meeting.
(3) Transactions between the Company and a related legal person (or other organisations) with an amount of over RMB3 million (including the liabilities and costs assumed) and accounting for more than 0.5% of the absolute value of the latest audited net assets of the Company and transactions between the Company and a related natural person with an amount of over RMB300,000 (including the liabilities and costs assumed) shall be submitted to the board of directors for consideration.

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

Section I Decision-Making and Disclosure of Related Party Transactions Under the Shanghai Listing Rules

Article 10 Jointly investment with related parties. The Company and related parties make jointly investment. When the Company increases or reduces capital in a jointly invested enterprise, the investment and increase or reduction in capital shall be used as the basis for calculation, and the provisions of Article 9 shall be applied.

If a related person of the Company unilaterally increases or reduces capital in an enterprise controlled or held by the Company, and the waiver of rights is involved, if the waiver of rights by the Company does not change the scope of its consolidated statements, but its equity ratio in the entity becomes less than the one if the Company had not exercised the rights, the equity value waived and the financial indicators calculated in proportion to the change in equity ratio shall apply to the provisions of Article 9. If the waiver of rights by the Company changes the scope of its consolidated statements, the equity value waived and the financial indicators of the entity shall apply to the provisions of Article 9. If it does not involve a waiver of rights, but may have a significant impact on the Company’s financial condition and operating results, or result in changes in the Company’s related relationship with the entity, the Company shall disclose such matter in a timely manner.

Article 11 Related party transactions with finance companies. Where the Company conducts financial business such as deposit and lending with a finance company that has a related relationship, it shall apply to the provisions of Article 9 on related transactions based on the higher of the principal amount and interest of the deposit and the amount of interest on the loan.

When conducting related party transactions with finance companies, the Company shall (i) enter into financial services agreements; (ii) obtain and review the audited annual financial reports of the finance companies, evaluate the operation qualifications, businesses and risks of the finance companies and issue risk assessment reports before placing the funds with the finance companies; and (iii) formulate risk disposal plans with the purpose of safeguarding the safety of the funds. The independent non-executive directors of the Company shall issue their opinions on the qualifications of the finance company, the necessity and fairness of the related party transactions and the impact on the Company, as well as the reasonableness of the financial services agreement, the objectivity and fairness of the risk assessment report, and the adequacy and feasibility of the risk disposal plan.

The financial services agreement shall specify the duration of the agreement, the types of transactions, the estimated limits of various transactions, the pricing of the transactions, risk assessment and control measures, etc., and shall be submitted separately to the board of directors or the general meeting for consideration and disclosure. The risk assessment report shall include at least the legal and compliance status of the finance company and its business, whether there is any violation of the Regulations on the Administration of Finance Companies, etc., the key financial information of the recent year audited by an accounting firm in compliance with the Securities Law, and measures for continuous risk assessment, etc. The risk disposal plan shall analyse the potential risks affecting the safety of the Company’s capital, propose solutions and fund preservation plans for the relevant risks and identify the corresponding responsible persons. The risk assessment report and the risk disposal plan shall be submitted to the board of directors for consideration and disclosure as separate resolutions. The determination of interest rates on deposits and loans shall also be disclosed in an announcement and compared with indicators such as benchmark interest rates on deposits and quoted market interest rates on loans, and whether the pricing of the transaction is fair, and whether it is conducive to protecting the interests of the Company and the legitimate rights and interests of minority shareholders shall be stated.

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

The term of a financial services agreement lasts for a maximum of 3 years. Upon expiry of the financial services agreement or upon any change in the contents of the agreement or the estimated transaction amount, the Company is required to re-sign the financial services agreement and to re-perform deliberation procedures and information disclosure obligations in accordance with the above provisions.

During the terms of related party transactions with finance companies, the Company assigns specialized institutions and personnel to dynamically evaluate and supervise the risk profile of funds deposited with finance companies. In existence of a risk profile as identified in the risk disposal plan, the Company shall disclose the situation in a timely manner and take active measures to protect the interests of the Company. Finance companies and other related parties shall inform the Company in writing in a timely manner and support the Company in fulfilling its information disclosure obligations.

When the Company enters into a financial services agreement with a related party for a period of more than one year, specifying the scale of each type of financial business for each year, and submits the same to the general meeting for consideration in accordance with the regulations, and there are no illegal violations, business defaults, difficulties in ensuring the safety and recoverability of funds or other circumstances that may harm the Company’s interests or risks identified in the risk disposal plan during the term of such agreement, the Company shall disclose the estimated business in a timely manner for each year during the term of such agreement:

the maximum daily deposit limit, deposit interest rate range in such year;
the loan limit and loan interest rate range in such year;
the total amount of credit facilities, other financial business lines etc. in such year.

Meanwhile, the Company shall adequately state the finance company’s compliance and business risk profile, the safety and recoverability of funds, and the absence of other risk situations. In case the aforementioned risk situation occurs during the term of the agreement and the Company intends to continue to carry out relevant financial services in the following year, the Company and the related party shall enter into a new financial services agreement for the following year, comprehensively disclose the main considerations for continuing to carry out relevant financial services and associated precautionary measures, and comply with the procedures for consideration at the general meeting.

The Company shall disclose the related party transactions with finance companies in its periodic reports on an ongoing basis, obtain and review the financial reports of the finance company on a half-yearly basis, issue a continuous risk assessment report, and disclose the same simultaneously with the interim and annual reports.

The independent non-executive directors express their views on the fairness of related party transactions with finance companies, the independence and security of the Company’s capital and the risk of misappropriation by related parties, and whether they are detrimental to the interests of the Company, and disclose these views simultaneously with the annual report.

Article 12 Acquire or dispose assets with related parties. Where the Company acquires or disposes assets from or to a related party and meets the disclosure standards stipulated in the Article 9, and the subject of the related party transaction is the equity interest of a company, the Company shall

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

disclose the basic information of the subject company and its key financial indicators for the most recent year and period. If the subject company has undergone asset appraisal, capital increase, capital reduction or restructuring within the last 12 months, the Company shall disclose the basic information of the relevant appraisal, capital increase, capital reduction or restructuring.

Where the Company acquires assets from a related party, and, according to the requirements, such acquisition shall be submitted to the shareholders’ general meeting for deliberation and the transaction price exceeds 100% of the premium of the carrying value of the transaction subject, if the counterparty fails to provide the profit guarantee, compensation commitment or repurchase commitment of the transaction subject within a certain period of time, the Company should explain the specific reasons, whether to take relevant protection measures, and whether it is conducive to protecting the interests of the Company and the legitimate rights and interests of minority shareholders.

If the Company’s acquisition or disposal of assets may result in occupation of non-operating capital of the Company by the controlling shareholder, de facto controller and other related parties of the Company upon the completion of transaction, the Company shall specify a reasonable solution in an announcement and resolve such matter prior to the completion of the relevant transaction.

Article 13 Daily related party transactions . The Company shall enter into an agreement with the related parties for daily related party transactions such as (i) purchase of raw materials, fuel and power, (ii) sale of products and commodities, (iii) provision or acceptance of labour services, (iv) entrusted or commissioned sales, and (v) deposit and loan business in the ordinary course of business. The estimated amount of daily related party transactions for each year are subject to the deliberation procedures and disclosure as stipulated in Article 9.

Annual estimates of daily related party transactions shall be made separately by counterparty and type of transaction. Where the estimated transaction amount with a single legal entity meets the disclosure standards stipulated in Article 9, the information and estimated transaction amount of the related party shall be presented separately, while other legal entities shall present the above information under the same control. The Company shall disclose the actual implementation of daily related party transactions in the annual report and interim report and explain whether it complies with the provisions of the agreement. Where there is any material change in such major terms of the agreement or transactions with actual amount exceeding the estimated aggregate amount, the aggregate amount of all related party transactions entered into between the related parties under the same control and the Company shall be compared with the corresponding estimated aggregate amount, it shall re-perform deliberation procedures and disclose such matter in a timely manner in accordance with the provisions of Article 9 in respect of the excessive amount and new agreements. The amount of related party transactions entered into between related parties not under the same control and the Company is not calculated on a consolidated basis.

Where the Company commissions related parties to sell various products or commodities manufactured or operated by the Company, or commissioned by related parties to sell the same on its behalf, the provisions of Article 9 may be applied in accordance with the commissioning agency fee payable or received during the contract period, except in the case of a buy-out commission.

For daily related party transactions occurred for the first time, the Company shall, according to the total transaction amount involved in the agreement, perform deliberation procedures and disclose such matter in a timely manner in accordance with the provisions of Article 9; if the agreement does not have a specific total transaction amount, it shall be submitted to the shareholders’ general meeting for deliberation.

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

For daily related transaction agreement with the related parties for more than 3 years, the Company shall re-perform relevant review procedures and disclosure obligations every 3 years.

Article 14 Provision of financial funding and guarantee, entrusted wealth management. The Company shall not provide financial assistance to any related persons/parties under Appendix I, except for financial assistance provided to an affiliated joint-stock company not controlled by the controlling shareholders and de factor controllers of the Company whose other shareholders will provide financial assistance on the same conditions in proportion to their capital contributions. Where the Company provides financial assistance to any affiliated joint-stock company as defined under the preceding paragraph and provides guarantee to related persons, in addition to the deliberation and approval by more than half of all non-related directors, it is also subject to deliberation and approval by more than two-thirds of the non-related directors present at the board meeting, and shall be submitted to the general meeting for deliberation. Where the Company provides guarantees to its controlling shareholders, de facto controllers and their related persons, the controlling shareholders, de facto controllers and their related persons shall provide counter-guarantee.

If the guaranteed party becomes a related person of the Company due to a transaction or related transaction, the Company shall perform the corresponding deliberation procedures and information disclosure obligations for the existing related guarantee while executing such transaction or related transaction. If the related guarantee specified in the preceding paragraph fails the approving at the board meeting or the general meeting, the parties to the transaction shall take effective measures to terminate the guarantee, such as early termination.

For entrusted wealth management between the Company and its related person, if it is difficult to perform the deliberation procedures and disclosure obligations for each investment transaction due to the frequency of transactions and time-limitation requirements, the investment scope, investment quota and period shall be reasonably estimated. With the quota not exceeding 12 months as the basis of calculation, the provisions of Article 9 shall apply. The transaction amount at any time during the period (including the relevant amount for reinvestment of the aforementioned investment gains) shall not exceed the investment quota.

Article 15 The following related party transactions of the Company made within 12 consecutive months shall apply to the provisions of Article 9 according to the principle of cumulative calculation:

transactions with the same related persons;
transactions with different related persons in relation to subject of the same transaction category.

The aforementioned same related persons include other related persons that are controlled by the same entity or have a relationship of equity control with such related persons.

Where related party transactions of the Company are subject to the principle of cumulative calculation for 12 consecutive months, and the disclosure standards stipulated in the Article 9 or the standards for deliberation at the shareholders’ general meeting are met, the related party transactions may simply be disclosed or submitted to the shareholders’ general meeting for deliberation, and an announcement shall be published to explain the transactions that failed to meet the disclosure standards or to go through the deliberation procedures of the shareholders’ general meeting in the previous period.

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

If the Company has fulfilled relevant obligations of disclosure under the principle of cumulative calculation or the deliberation procedures of the shareholders’ general meeting, they shall no longer be included in the corresponding scope of cumulative calculation. Transactions that have been disclosed by the Company but have not gone through the deliberation procedures of the shareholders’ general meeting shall still be included in the corresponding scope of cumulative calculation to determine the deliberation procedures that should be performed.

Article 16 When the Company engages in related party transactions with related persons that meets the standards specified in Article 9, it shall submit the proposal to the board for consideration and approval after receiving prior approval of independent non-executive directors. Independent non-executive directors may engage an independent financial advisor to issue a special report for their consideration before making a judgment.

The audit committee of the Company shall at the same time review the matters concerned in the related party transactions, form written opinions, submit it to the board for consideration and report to the supervisory committee. The audit committee may engage independent financial advisers to issue a report that may serve as the basis of its judgment.

Section II Related Party Transaction Decision-Making and Disclosures of the Hong Kong Listing Rules

Article 17 Related party transactions with related parties as defined in the Hong Kong Listing Rules shall be subject to the procedures of reporting, announcement, board approval and independent shareholders’ approval respectively in accordance with the requirements of the Stock Exchange, details of which are as follows:

(1) Related party transactions fully exempted by the Stock Exchange shall be approved in accordance with the Company’s internal authorization procedures and reported to the audit committee of the board of directors for record.
(2) Related party transactions partially exempted by the Stock Exchange shall be subject to the procedures of reporting, annual review, announcement and board approval in accordance with the requirements of the Stock Exchange.
(3) Related party transactions not exempted by the Stock Exchange shall be subject to the procedures of reporting, annual review, announcement, board approval and independent shareholders’ approval in accordance with the requirements of the Stock Exchange.

Article 18 In case of related party transactions with related parties as defined in the Hong Kong Listing Rules, the similar related party transactions relating to the transaction objects of the Company made within twelve consecutive months shall be regarded and treated as a deal according to the principle of cumulative calculation. The Company must comply with the applicable related party transaction requirements based on the classification of the related party transactions when aggregated and make appropriate disclosures. The aggregation period will cover 36 months if the related party transactions are a series of acquisitions of assets being aggregated which may constitute a reverse takeover.

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

Section III Specific Rules for Decision-Making and Disclosure

Article 19 Transaction information of related party transactions with related parties as defined in Accounting Standards for Business Enterprises and International Financial Reporting Standards shall be disclosed in the financial report in a timely manner.

Article 20 The Company shall appoint intermediary agency which meets the qualifications stipulated in the Securities Law to access or review the transaction objects for the significant related party transactions between Company and related legal persons to be approved by the general meeting of shareholders. Except the related party transactions related to daily operations for the Company, if the transactions are regulated by the relevant laws, regulations or normative documents, such transactions shall be subject to these regulations.

Article 21 When the Company signs a contract, agreement or other arrangements in respect of related party transactions with the related person/party, it shall take the necessary precautions:

(1) Any individual shall only sign the agreement on behalf of one party;
(2) Any related person/party shall not interfere in the decisions of the Company in any way;
(3) When the board of directors reviews related party transactions, related directors shall withdraw from voting, and shall not exercise voting rights on behalf of other directors.

Related directors include the following directors or any of the following directors:

The counterparty;
Holding a position in the counterparty, or in any legal person or other organization that can directly or indirectly control the counterparty, or any legal person or other organization that can be directly or indirectly controlled by the counterparty;
Having direct or indirect control over the counterparty;
Close family members of the counterparty or its direct or indirect controller;
Close family members of the directors, supervisors and senior management of the counterparty or its direct or indirect controller;
A director determined by the CSRC, the SSE, the Stock Exchange or the Company on basis of the principle of substance over form that its independent business judgment may be affected.
(4) When one related party transaction matter is reviewed at the general meeting of shareholders, the related shareholders shall withdraw from voting, and shall not exercise voting rights on behalf of other shareholders. The aforesaid related shareholders include the following shareholders or any of the following shareholders:
The counterparty;

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

Having direct or indirect control over the counterparty;
Being directly or indirectly controlled by the counterparty;
The shareholder and the counterparty directly or indirectly controlled by the same legal person or other organization or natural person;
Holding a position in the counterparty, or in the legal person or other organization directly or indirectly controlling the counterparty or the legal person or other organization directly or indirectly controlled by the counterparty;
Close family members of the counterparty or its direct or indirect controller;
The shareholders whose voting rights are restricted or affected due to any unfinished equity transfer agreement or other agreement signed with the counterparty or its related parties;
The shareholders who are likely to enjoy more interests of the Company as determined by the CSRC, the SSE and the Stock Exchange.

Article 22 When the board of directors of the Company reviews related party transactions, a meeting of the Board may be held with the attendance of more than half of the non-related directors and any resolution passed at such meeting shall be subject to approval by more than half of the non-related directors; where fewer than three non-related directors attend the board meeting, the transaction shall be submitted to a general meeting for consideration.

Related party transactions which meet the standards stipulated in Article 9 of these Rules shall be approved by the audit committee of the board of directors and written opinions shall be issued.

Article 23 In considering the related party transactions, the board of directors shall at least examine the following documents:

(1) Background of the related party transaction;
(2) Main qualification certificate of the related persons/parties (business license of a legal person or certificate of identity of a natural person);
(3) Agreements, contracts or any other written arrangements relevant to the related party transactions;
(4) Documents and materials taken as references for pricing of related party transactions;
(5) Impact of the related party transactions on the legal interests of Company and non-related shareholders;
(6) Opinion of the audit committee of the board of directors and opinions of the independent non-executive directors;

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

(7) Reports of intermediate institutions, if any;
(8) Other materials as required by the board of directors.

Article 24 The supervisory committee shall give its opinions expressly on whether the related party transactions subject to the approval by the board of directors or general meeting are fair and reasonable and whether the transactions may harm the legitimate rights and interests of the Company and the non-related shareholders.

Article 25 Related shareholders shall not take part in voting when related party transactions are being considered at the general meeting of shareholders. The number of shares with voting rights represented by them shall not be included in the total number of shares with voting rights; the announcement on the resolutions made at the general meeting of shareholders shall fully disclose details of voting by the non-related shareholders.

If related shareholders have expressed their intention to abstain from voting, the related party transactions shall be considered and voted by other shareholders attending the general meeting. The resolution so passed shall have the same legal effect of other resolutions passed at the general meetings.

Article 26 When the general meeting makes resolutions on the related party transactions, other than the documents stated in Article 23, it still needs reviewing the following documents:

(1) Opinions issued by the independent non-executive directors in respect of the transactions;
(2) Resolutions made by the supervisory committee of the Company in respect of the transactions.

Chapter IV Exemption and Disclosure of Decision-Making Procedures of Related Party

Transactions

Article 27 The relevant obligations hereunder may be waived for the following related party transactions entered into between the Company and the related parties as defined under the Shanghai Listing Rules:

(1) One party subscribes in cash for stocks, corporate bonds or enterprise bonds, convertible corporate bonds or other derivatives publicly issued by the other party;
(2) One party, as a member of the underwriting syndicate, underwrites the stocks, corporate bonds or enterprise bonds, convertible corporate bonds or other derivatives publicly issued by the other party;
(3) One party receives dividends, bonuses or remuneration pursuant to the resolution of the other party’s general meeting of shareholders;
(4) Transactions in which the Company unilaterally harvests benefits without paying any consideration or any obligations, including donated cash assets, obtaining debt relief, accepting guarantees and financial assistance without consideration, etc.;

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

(5) One party is involved in the other party’s public bidding, auction, etc., except where the bidding or auction is unlikely to achieve a fair price;
(6) The pricing of related party transactions is stipulated by the State;
(7) Provision of funds by a connected party to the Company at an interest rate not exceeding the interest rate quoted in the loan market, without needing the Company to provide any guarantee;
(8) Where the Company provides products and services to related natural persons specified in items (II) to (IV) of paragraph 3 of Rule 6.3.3 of the Shanghai Listing Rules on the same trading terms as non-related parties;
(9) Other transactions as determined by the SSE.

Article 28 Where the Company and its related parties jointly invest to establish a company, and the Company’s capital contribution reaches the standards specified in Article 9 (I), if all contributors make capital contributions in cash, and the shareholding of each party in the established company is determined in accordance with the proportion of the capital contribution, the requirement to submit to the general meeting of shareholders for deliberation may be exempted.

Article 29 The Company shall, according to the type of the related party transaction and pursuant to the relevant requirements of the Shanghai Stock Exchange, disclose the relevant information of the related party transaction, including the counterparty to the transaction, the transaction objects, the description of related party relationship between the parties to the transaction, the basic information of the related party, the salient terms of the transaction agreement, the pricing and basis of the transaction, the approval documents of relevant authorities (if any), and the opinions of intermediaries (if applicable).

Article 30 In respect of related party transactions or continuing related party transactions between the Company and related parties as defined in the Hong Kong Listing Rules, unless such related party transactions are exempted under Rules 14A.73 to 14A.101 of the Hong Kong Listing Rules, the Company shall comply with the requirements under Rules 14A.32 to 14A.66 of the Hong Kong Listing Rules and performs announcement, independent shareholders’ approval and other procedures. The announcements, notices and annual reports in which the Company discloses related party transactions on the Hong Kong Stock Exchange shall at least include the information required by Rules 14A.68 to 14A.72 of the Hong Kong Listing Rules.

Chapter V Internal Control of Related Party Transactions

Article 31 Shareholders who hold 5% or more of the shares of the Company, directors, supervisors and senior management members of the Company shall promptly inform the secretary to the board of directors of any change in the relevant related natural persons or related legal persons. The secretary to the board of directors shall update the list of related parties in a timely manner to ensure that the list is true, accurate and complete.

In the event of a transaction between the Company and its controlling subsidiaries, the relevant responsible persons shall carefully check the list of related parties and make a prudent decision on whether such transaction constitutes a related party transaction. If such transaction constitutes a related party transaction, they shall fulfill the examination, approval and reporting obligations within their respective limits of authority.

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

Article 32 The board of directors of the Company shall perform the following duties when considering related party transactions:

(1) Have a detailed understanding of the true status of the transaction objects, including the operation status and profitability of the transaction objects, whether there are rights defects such as mortgage and freezing, and legal disputes such as litigation and arbitration;
(2) Have a detailed understanding of the credit record, credit standing and performance capability of the counterparty, and prudently choose the counterparty;
(3) Determine the transaction price on an adequate pricing basis;
(4) Engage an intermediary agency to audit or evaluate the transaction objects according to the relevant requirements or when the Company deems it necessary.

The Company shall not review or make a decision on related party transactions if the status of the transaction objects remains unclear, the transaction price has not been determined, or the situation of the counterparty is unclear.

Article 33 The directors, supervisors and senior management personnel of the Company have the obligation of focusing on the issue of misappropriation of the Company’s interest as a result of the appropriation of the Company’s capital by related parties. The supervisors of the Company shall review the transfer of capital between the Company and the related parties at least once every quarter and have understanding on whether the Company’s capital, assets and other resources are appropriated or transferred by the controlling shareholders and its related parties. Anything abnormal found shall be reported to the board of directors of the Company to take relevant measures.

Article 34 For any loss or possible losses caused by the appropriation or transfer of the Company’s capital, assets or other resources by the related parties, the board of directors of the Company shall promptly take protective measures such as litigations, property preservations to avoid or reduce losses.

Chapter VI Supplementary Provisions

Article 35 Documents in relation to the decision-making records of related party transactions and resolutions shall be kept by the secretary of the board of directors for a term of ten years.

Article 36 Matters not covered in these Rules shall be implemented in accordance with the relevant provisions of the relevant national laws, regulations, the Shanghai Listing Rules, the Hong Kong Listing Rules, the Articles of Association and other normative documents. In case of any inconsistency between these Rules and the relevant provisions of the relevant laws, regulations, the Shanghai Listing Rules, the Hong Kong Listing Rules or the Articles of Association, the provisions of the relevant laws, regulations, the Shanghai Listing Rules, the Hong Kong Listing Rules or the Articles of Association shall prevail.

Article 37 It shall be the responsibility of the board of directors of the Company to interpret these Rules.

Article 38 These Rules will take effect from the date upon consideration and approval by the general meeting of shareholders of the Company, and the original “Rules for the Management of Related Party Transactions” of the Company shall automatically become invalid.

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

Annex 1:

RELATED PARTIES AS DEFINED BY RELEVANT REGULATORY REQUIREMENTS

I. Related Parties as Defined in the Shanghai Listing Rules and the Administrative Procedures on the Information Disclosures of Listed Companies of the CSRC
A. Related Parties as Defined in the Shanghai Listing Rules

6.3.3 Related parties of the listed company include related legal persons (or other bodies) and related natural persons.

Any legal person (or other body) being the subject of any of the following circumstances shall be deemed as a related legal person (or other body) of the listed company:

(i) legal persons (or other bodies) who have direct or indirect control over the listed company;
(ii) legal persons (or other bodies) other than the listed company, its controlling subsidiaries and other controlled entities, who are directly or indirectly controlled by the legal persons (or other bodies) referred in the preceding paragraph;
(iii) legal persons (or other bodies) other than the listed company, its controlling subsidiaries and other controlled entities, who are directly or indirectly controlled by, or serve as directors (excluding independent directors who concurrently serve for both parties) or senior management members of, the related natural persons;
(iv) legal persons (or other bodies) who hold more than 5% of the shares of the listed company and persons acting in concert with them.

Any natural person being the subject of any of the following circumstances shall be deemed as a related natural person of the listed company:

(i) natural persons who directly or indirectly hold more than 5% of the shares of the listed company;
(ii) directors, supervisors and senior management members of the listed company;
(iii) directors, supervisors and senior management members of legal persons (or other bodies) who have direct or indirect control over the listed company;
(iv) close family members of the persons referred in paragraphs (i) and (ii) of this article.

Within the last 12 months or within 12 months after the relevant agreement or arrangement has come into effect, a legal person (or other body) or natural person falling in one of the circumstances described in the second or third paragraph of this article is a related party of the listed company.

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

The CSRC, the Exchange or the listed company may, based on the principle of substance over form, consider other legal persons (or other bodies) or natural persons who have a special relationship with the listed company, which may cause or have caused the interests of the listed company to favor them as related parties of the listed company.

6.3.4 There shall be no related party relationship between the listed company and legal persons (or other bodies) listed in item (ii) of paragraph 2 of Article 6.3.3 of these Rules if it constitutes the circumstances of that subparagraph due to the fact that they are controlled by the same state-owned asset management institution, except where the legal representatives, chairmen, general managers or one half or more of the directors of such legal persons concurrently serve as director, supervisor or senior management members of the listed company.

B. Related Parties as Defined in the Administrative Procedures on the Information Disclosures of Listed Companies of the CSRC

Article 62(2)

Related parties include related legal persons (or other bodies) and related natural persons. Any legal person (or other body) being the subject of any of the following circumstances shall be deemed as a related legal person (or other body) of the listed company:

legal persons (or other bodies) who have direct or indirect control over the listed company;
legal persons (or other bodies) other than the listed company and its controlling subsidiaries, who are directly or indirectly controlled by the legal persons (or other bodies) referred in the preceding subparagraph;
legal persons (or other bodies) other than the listed company and its controlling subsidiaries, who are directly or indirectly controlled by, or serve as directors or senior management members of, the related natural persons;
legal persons (or other bodies) who hold more than 5% of the shares of the listed company;
legal persons falling in one of the above circumstances within the last twelve months or within future twelve months under the relevant agreement or arrangement;
other legal persons (or other bodies) considered by the CSRC, the stock exchange or the listed company, based on the principle of substance over form, to have a special relationship with the listed company, which may cause or have caused the interests of the listed company to favor them, including legal persons or other bodies who hold more than 10% of the shares of a controlling subsidiary which has significant influence on the listed company.

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

Any natural person being the subject of any of the following circumstances shall be deemed as a related natural person of the listed company:

natural persons who directly or indirectly hold more than 5% of the shares of the listed company;
directors, supervisors and senior management members of the listed company;
directors, supervisors and senior management members of legal persons who directly or indirectly control the listed company;
close family members of the persons referred in subparagraphs 1 and 2 above, including spouses, parents, children who have reached the age of eighteen and their spouses, the sibling and their spouses, parents and the sibling of spouses, and parents of spouses of children;
natural persons falling in one of the above circumstances within the last twelve months or within future twelve months under the relevant agreement arrangement;
other natural persons considered by the CSRC, the stock exchange or the listed company, based on the principle of substance over form, to have a special relationship with the listed company, which may cause or have caused the interests of the listed company to favor them.

II. Related Parties as Defined in the Hong Kong Listing Rules[1]

Definition of “connected person”

14A.07 A “connected person” is:

(1) a director, chief executive or substantial shareholder of the listed issuer or any of its subsidiaries;
(2) a person who was a director of the listed issuer or any of its subsidiaries in the last 12 months;
(3) a supervisor of a PRC issuer or any of its subsidiaries;
(4) an associate of any of the above persons;

1 The Chinese version of the Hong Kong Listing Rules uses the term “connected”, which is different from the term “related” used in the PRC. For ease of reading, the word “related” is used throughout the text of the Rules for Related Party Transactions of SHANDONG GOLD MINING CO., LTD.. Where direct quotations from the Hong Kong Listing Rules are used here, they are reproduced without adjustment.

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

(5) a connected subsidiary; or
(6) a person deemed to be connected by the Exchange.

Definition of “associate”

14A.12 An “associate” of a connected person described in Listing Rule 14A.07(1), (2) or (3) who is an individual includes:

(1) (a) his spouse; his (or his spouse’s) child or step-child, natural or adopted, under the age of 18 years (each an “immediate family member”);
(b) the trustees, acting in their capacity as trustees of any trust of which the individual or his immediate family member is a beneficiary or, in the case of a discretionary trust, is (to his knowledge) a discretionary object (other than a trust which is an employees’ share scheme or occupational pension scheme established for a wide scope of participants and the connected persons’ aggregate interests in the scheme are less than 30%) (the “trustees”); or
(c) a 30%-controlled company held, directly or indirectly, by the individual, his immediate family members and/or the trustees (individually or together), or any of its subsidiaries; or
(2) (a) a person cohabiting with him as a spouse, or his child, step-child, parent, step-parent, brother, step-brother, sister or step-sister (each a “family member”); or
(b) a majority-controlled company held, directly or indirectly, by the family members (individually or together), or held by the family members together with the individual, his immediate family members and/or the trustees, or any of its subsidiaries.

14A.13 An “associate” of a connected person described in Listing Rule 14A.07(1), (2) or (3) which is a company includes:

(1) its subsidiary or holding company, or a fellow subsidiary of the holding company;
(2) the trustees, acting in their capacity as trustees of any trust of which the company is a beneficiary or, in the case of a discretionary trust, is (to its knowledge) a discretionary object (the “trustees”); or
(3) a 30%-controlled company held, directly or indirectly, by the company, the companies referred to in paragraph (1) above, and/or the trustees (individually or together), or any of its subsidiaries.

14A.15 For PRC issuers only, a person’s associates include any joint venture partner of a cooperative or contractual joint venture (whether or not it is a separate legal entity) where:

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

(1) the person (being an individual), his immediate family members and/or the trustees; or
(2) the person (being a company), any company which is its subsidiary or holding company or a fellow subsidiary of the holding company, and/or the trustees,

together directly or indirectly hold 30% (or an amount that would trigger a mandatory general offer or establish legal or management control over a business enterprise under the PRC law) or more in the joint venture’s capital or assets contributions, or the contractual share of its profits or other income.

Definition of “connected subsidiary”

14A.16 A “connected subsidiary” is:

(1) a non wholly-owned subsidiary of the listed issuer where any connected person(s) at the issuer level, individually or together, can exercise or control the exercise of 10% or more of the voting power at the subsidiary’s general meeting. This 10% excludes any indirect interest in the subsidiary which is held by the connected person(s) through the listed issuer; or
(2) any subsidiary of a non wholly-owned subsidiary referred to in paragraph (1) above.

Definition of “deemed connected person”

14A.19 The Exchange has the power to deem any person to be a connected person.

14A.20 A “deemed connected person” includes a person:
(1) who has entered, or proposes to enter, into:
(a) a transaction with the listed issuer’s group; and
(b) an agreement, arrangement, understanding or undertaking (whether formal or informal and whether express or implied) with a connected person described in Listing Rule 14A.07(1), (2) or (3) with respect to the transaction; and
(2) who, in the Exchange’s opinion, should be considered as a connected person.
14A.21 A “deemed connected person” also includes a person:
(1) who is:
(a) a father in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, grandparent, grandchild, uncle, aunt, cousin, nephew or niece (each a “relative”) of a connected person described in Listing Rule 14A.07(1), (2) or (3); or
(b) a majority-controlled company held, directly or indirectly, by the relatives (individually or together) or held by the relatives together with the connected person

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

as described in Listing Rule 14A.07(1), (2) or (3), the trustees, his immediate family members and/or family members, or any subsidiary of that majority-controlled company; and

(2) whose association with the connected person is such that, in the Exchange’s opinion, the proposed transaction should be subject to the connected transaction requirements.

Other Notes

14A.09 Listing Rules 14A.07(1) to (3) do not include a director, chief executive, substantial shareholder or supervisor of the listed issuer’s insignificant subsidiary or subsidiaries. For this purpose:

(1) an “insignificant subsidiary” is a subsidiary whose total assets, profits and revenue compared to that of the listed issuer’s group are less than:
(a) 10% under the percentage ratios for each of the latest three financial years (or if less, the period since the incorporation or establishment of the subsidiary); or
(b) 5% under the percentage ratios for the latest financial year;
(2) if the person is connected with two or more subsidiaries of the listed issuer, the Stock Exchange will aggregate the subsidiaries’ total assets, profits and revenue to determine whether they are together “insignificant subsidiaries” of the listed issuer; and
(3) when calculating the percentage ratios, 100% of the subsidiary’s total assets, profits and revenue will be used. If a percentage ratio produces an anomalous result, the Stock Exchange may disregard the calculation and consider alternative test(s) provided by the listed issuer.

In addition, the Stock Exchange will not normally treat a PRC Governmental Body as a connected person.

Other Definitions

“Chapter 14A” means Chapter 14A of the Listing Rules;

“Group” means the Company and its subsidiaries;

“financial assistance” includes granting credit, lending money, or providing an indemnity against obligations under a loan, or guaranteeing or providing security for a loan;

a “listed issuer” means a company or other legal person whose securities (including depositary receipts) are listed;

a “listed issuer’s group” means a listed issuer and its subsidiaries, or any of them;

“Listing Rules” means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

“normal commercial terms or better” are terms which a party could obtain if the transaction were on an arm’s length basis or terms no less favourable to the listed issuer’s group than terms available to or from independent third parties;

an “option” means the right, but not the obligation, to make a purchase or sale of an asset;

“ordinary and usual course of business” of an entity means the entity’s existing principal activities or an activity wholly necessary for its principal activities;

“percentage ratios” means the asset ratio, profits ratio, revenue ratio, consideration ratio and equity capital ratio referred to in Rule 14.07 of the Listing Rules;

“PRC” means the People’s Republic of China;

“PRC Governmental Body” includes (a) PRC Central Government, including the State Council of the PRC (中國國務院), State Ministries and Commissions (國家部委), Bureaus and Administrations directly under the State Council (國務院直屬機構), State Council Offices and Institutions (國務院辦事機構及直屬國務院事業單位), Bureaus supervised by State Ministries and Commissions (國家部委代管局); (b) PRC Provincial-level Governments, including Provincial Governments (省政府), Municipalities directly under the Central Government (直轄市) and Autonomous Regions (自治區), together with their respective administrative arms, agencies and institutions; (c) PRC local governments immediately under the PRC Provincial-level Governments, including prefectures (區), municipalities (市) and counties (縣), together with their respective administrative arms, agencies and institutions. Entities under the PRC Government that are engaging in commercial business or operating another commercial entity will be excluded from this definition;

“Stock Exchange” means The Stock Exchange of Hong Kong Limited; and

“substantial shareholder”, in relation to a company means a person (including a holder of depositary receipts) who is entitled to exercise, or control the exercise of, 10% or more of the voting power at any general meeting of the company.

III. Related Parties as Defined in the Accounting Standard for Business Enterprises 36 – Related Party Disclosures

Article 3 If a party has the power to control, jointly control or exercise significant influence over another party, or where two or more parties are subject to common control, joint control or significant influence from another party, they are considered to be related parties.

Control is the right to determine an enterprise’s financial and operating policies, and based on which to obtain benefits from business operations of such enterprise.

Joint control is the contractually agreed sharing of control of an arrangement, which exists only when significant financial and operational decisions about the relevant activities require unanimous consent of the parties sharing control.

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

Significant influence is the power to participate in the financial and operating policy decisions of an enterprise, except to control or jointly control the formulation of such policies together with other parties.

Article 4 A party is considered to be a related party of an enterprise if the party is:

(i) a parent of the enterprise.
(ii) a subsidiary of the enterprise.
(iii) other enterprise which is under control of the same parent.
(iv) an investor which jointly controls the enterprise.
(v) an investor which exercises significant influence over the enterprise.
(vi) a joint venture of the enterprise.
(vii) an associated company of the enterprise.
(viii) a key individual investor of the enterprise and the close members of the family of the individual. The reference of a key individual investor means an individual who has the ability to control or jointly control or exercise significant influence over an enterprise.
(ix) a member of the key management personnel of the enterprise or of a parent of the enterprise and the close members of the family of the person. The reference of key management personnel means those persons having authority and responsibility in planning, directing and controlling the activities of the enterprise. Close members of the family of a key individual investor or a member of the key management personnel are those family members who may be expected to influence, or be influenced by, that person in their dealings with the enterprise.
(x) such other enterprise which is controlled, jointly controlled or significantly influenced by a key individual investor or a member of the key management personnel of the enterprise or their close family members.

Article 5 A party is not considered to be a related party of an enterprise if only the following relationship exists between them:

(i) providers of finance, utilities and departments and agencies of a government, simply by virtue of their normal dealings with the enterprise.
(ii) a customer, supplier, franchisor, distributor or agent with whom the enterprise transacts a significant volume of business, simply by virtue of the resulting economic dependence.
(iii) a venturer which shares joint control over a jointly-controlled entity with the enterprise.

Article 6 Enterprises which are under common control only from the State and have no other related party relationships are not regarded as related parties.

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

IV. Related Parties as Defined in IFRS 24 – Related Party Disclosures

The following terms are used in this Standard with the meanings specified:

A related party is a person or entity that is related to the entity that is preparing its financial statements (hereinafter referred to as the “reporting entity”).

(a) A person or a close member of that person’s family is related to a reporting entity if that person:
(i) has control or joint control of the reporting entity;
(ii) has significant influence over the reporting entity; or
(iii) is a member of the key management personnel of the reporting entity or of a parent of the reporting entity.
(b) An entity is related to a reporting entity if any of the following conditions applies:
(i) The entity and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others);
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member);
(iii) Both entities are joint ventures of the same third party;
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity;
(v) The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity;
(vi) The entity is controlled or jointly controlled by a person identified in (a);
(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity and include:

(1) that person’s children and spouse or domestic partner;
(2) children of that person’s spouse or domestic partner; and
(3) dependants of that person or that person’s spouse or domestic partner.

Post-employment benefits such as pensions, other retirement benefits, post-employment life insurance and post-employment medical care;

The reference of control means the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The reference of joint control means the contractually agreed sharing of control over an economic activity.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

The reference of significant influence means the power to participate in the financial and operating policy decisions of an entity, but not the control over those policies. Significant influence may be gained by share ownership, constitutional documents or agreements.

Government refers to government, government agencies and similar bodies whether local, national or international.

A government-related entity is an entity that is controlled, jointly controlled or significantly influenced by a government.

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

In considering each possible related party relationship, attention is directed to the substance of the relationship and not merely the legal form.
In the context of this Standard, the following are not related parties:
(1) two entities simply because they have a director or other member of key management personnel in common or because a member of key management personnel of one entity has significant influence over the other entity.
(2) two joint venturers simply because they share joint control of a joint venture.
(3) the following parties simply by virtue of their normal dealings with an entity:
- ① providers of finance,
- ② trade unions,
- ③ utilities, and
- ④ government authorities or agencies that does not control, jointly control or have significant influence over the reporting entity.
(4) a customer, supplier, franchisor, distributor or general agent with whom an entity transacts a significant volume of business, simply by virtue of the resulting economic dependence.
In the definition of a related party, an associate includes subsidiaries of the associate and a joint venture includes subsidiaries of the joint venture. Therefore, for example, an associate’s subsidiary and the investor that has significant influence over the associate are related to each other.

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

Annex 2:

RELATED PARTY TRANSACTIONS AS DEFINED BY RELEVANT REGULATORY REQUIREMENTS

I. Related Party Transactions as Defined in the Shanghai Listing Rules

6.3.2 A related party transaction of a listed company refers to the transfer of resources or obligations between the listed company, its subsidiary and other entities under their control and a related party of the listed company, including the following:

(1) transactions enumerated in Section 6.1.1 of these Rules;
(2) purchasing raw materials, fuels and power;
(3) selling products and commodities;
(4) providing or accepting labor services;
(5) selling by consignment or selling on commission;
(6) business of making deposits or taking loans;
(7) co-investing with a related party;
(8) other matters agreed upon that would lead to transfer of resources or obligations.

6.1.1 For the purpose of this section, “material transactions” include the following events that occur in addition to the ordinary business activities of a listed company:

(1) acquiring or disposing of assets;
(2) external investment (including trustee investment and investments in subsidiaries, etc.);
(3) providing financial assistance (interest-bearing or interest-free borrowings, entrusted loans, etc.);
(4) granting guarantee (including guarantees for its subsidiaries, etc.);
(5) leasing in or out assets;
(6) appointing others or being appointed for management of assets or business;
(7) donating assets or accepting asset donation;
(8) restructuring debts or creditor’s rights;
(9) entering into a licensing agreement;

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

(10) transferring or acquiring R & D projects;
(11) waiver of rights (including waiver of pre-emption rights, preferential subscription rights, etc.);
(12) other transactions as recognized by the Exchange.

II. Related Party Transactions as Defined in the Regulations on Information Disclosure of Listed Companies Issued by the CSRC

Article 62 Related party transactions of a listed company refer to transfer of resources or obligations between the listed company or its subsidiaries and the listed company’s related parties.

III. Connected Transactions as Defined in the Hong Kong Listing Rules

Connected transactions are generally (a) transactions between listed issuers’ group (i.e. listed issuers and their subsidiaries) and connected persons, and (b) specified categories of transactions between a listed issuer’s group and third parties that may confer benefits on connected persons through their interests in the entities involved in the transactions.

Connected transactions may be one-off transactions or continuing transactions. Continuing connected transactions are usually transactions carried out in the ordinary and usual course of business and are carried out on a continuing basis and are expected to extend over a period of time.

“Transactions” include both capital and revenue nature transactions, whether or not conducted in the ordinary and usual course of business of the listed issuer’s group. This includes the following types of transactions:

(1) any acquisition or disposal of assets by a listed issuer’s group including a deemed disposal;
(a) a listed issuer’s group granting, accepting, exercising, transferring or terminating an option to acquire or dispose of assets or to subscribe for securities (terminating an option is not a transaction if it is made under the terms of the original agreement and the listed issuer’s group has no discretion over the termination.); or
(b) a listed issuer’s group deciding not to exercise an option to acquire or dispose of assets or to subscribe for securities;
(2) entering into or terminating finance leases or operating leases or sub-leases;
(3) granting an indemnity or providing or receiving financial assistance. “Financial assistance” includes granting credit, lending money, or providing an indemnity against obligations under a loan, or guaranteeing or providing security for a loan;
(4) entering into an agreement or arrangement to set up a joint venture in any form (e.g. a partnership or a company), or any other form of joint arrangement;

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APPENDIX IV MANAGEMENT SYSTEM FOR RELATED PARTY TRANSACTIONS

(5) issuing new securities of the listed issuer or its subsidiaries;
(6) providing, receiving or sharing services; or
(7) acquiring or providing raw materials, intermediate products and/or finished goods.

IV. Related Party Transactions as defined in Accounting Standard for Business Enterprises 36 – Related Party Disclosures

Article 7 A related party transaction is a transfer of resources, services or obligations between related parties, regardless of whether a price is charged.

Article 8 Related party transactions generally include the following:
(1) purchases or sales of goods.
(2) purchases or sales of other assets other than goods.
(3) rendering or receiving of services.
(4) provision of guarantees.
(5) the provision of funds (including loans or equity investment).
(6) leases.
(7) agency.
(8) transfers of research and development.
(9) licence agreements.
(10) settlement of liabilities on behalf of the entity or by the entity on behalf of that related party.
(11) payment of remuneration of key management personnel.

V. Related Party Transactions as Defined in IFRS 24 – Related Party Disclosures

A related party transaction is a transfer of resources, services or obligations between related parties, regardless of whether a price is charged.

— IV-26 —

DECISION-MAKING SYSTEM FOR EXTERNAL GUARANTEES

APPENDIX V

DECISION-MAKING SYSTEM FOR EXTERNAL GUARANTEES OF SHANDONG GOLD MINING CO., LTD.

Chapter 1 General Provisions

Article 1 In order to protect the lawful rights and interests of investors, regulate the external guarantees of Shandong Gold Mining Co., Ltd. (hereinafter referred to as the “Company”) and effectively control the Company’s external guarantee risks, this system is hereby formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Civil Code of the People’s Republic of China (hereinafter referred to as the “Civil Code”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Guidelines for the Supervision of Listed Companies No. 8 — Supervision Requirements for Fund Transactions and External Guarantees of Listed Companies of the CSRC, the Guidelines No. 1 on Self-Regulatory and Supervision for Listed Companies on the Shanghai Stock Exchange – Standardized Operation 《上海證( 券交易所上市公司自律監管指引第1號－規範運作》), Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Listing Rules”), Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”, together with the Shanghai Listing Rules, collectively the “Listing Rules”) and other relevant laws, regulations, normative documents, and the relevant provisions of the Articles of Association of the Company. The Company shall also comply with the requirements of the Hong Kong Listing Rules in respect of any external guarantee provided by it.

Article 2 The term “external guarantee” as described in this system refers to any guarantee offered by the Company as a thirty party for the debts owned by a debtor to the creditor. When the debtor is unable to repay the debts, the Company shall repay the debts or assume the liability as agreed.

The term “external guarantee” as described in this system includes the guarantees provided by the Company for its wholly-owned subsidiaries and controlling subsidiaries (hereinafter collectively referred to as the “Controlling Subsidiary(ies)”). Forms of guarantees include warranty, mortgage, pledge and other forms of external guarantees. Total external guarantees by the Company and its Controlling Subsidiaries refer to the sum of the total amount of external guarantees by the Company (including guarantees provided by the Company for its Controlling Subsidiaries) and the amount of external guarantees by its Controlling Subsidiaries.

Article 3 The Company’s external guarantees shall follow the principle of unified management, strict control, decision-making according to law and compliance disclosure. In establishing and implementing internal control of guarantees, the Company shall strengthen its risk control in key links and take corresponding control measures to achieve the following objectives:

to ensure the standard operation of guarantee business, prevent and control the risk of contingent liabilities;

to ensure the authenticity, integrity and accuracy of guarantee business, and meet the needs of information disclosure;

to comply with the relevant provisions of the State on guarantee and requirements of regulatory authorities;

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DECISION-MAKING SYSTEM FOR EXTERNAL GUARANTEES

APPENDIX V

to ensure that the main debt contracts and guarantee contracts comply with the provisions of the Civil Code and other national laws, regulations and the Articles of Association.

Article 4 This system is applicable to the Company and its Controlling Subsidiaries. External guarantees by the Company’s Controlling Subsidiaries (including the guarantees provided by a Controlling Subsidiary for the Company and the Company’s other wholly-owned subsidiaries or Controlling Subsidiaries) shall be carried out in accordance with this system.

Article 5 The Company shall not, directly or indirectly, provide a loan to, or a loan guarantee for, the directors, supervisors, general managers and other senior managers of the Company and its parent company; nor shall it provide a loan to, or a loan guarantee for, the relevant person of the above-mentioned persons.

The preceding paragraph does not apply to the following situations:

(1) where the Company provides a loan to, or a loan guarantee for, its subsidiaries;
(2) where the Company provides a loan to, or a loan guarantee for, or any other funds to its directors, supervisors, general managers and other senior managers to reimburse the expenditure incurred by him/her for the account of the Company or for the purpose of discharging his/her duties to the Company, in accordance with the service contract approved by the general meeting;
(3) where the ordinary business scope of the Company includes the provision of loans and loan guarantees, the Company may provide loans to, or loan guarantees for, the relevant directors, supervisors, general managers and other senior management and their relevant person provided that such loans and loan guarantees are made on normal commercial terms.

Article 6 A loan made by the Company in breach of the preceding paragraph shall be forthwith repayable by the recipient of the loan regardless of the terms of the loan.

Article 7 The loan guarantee which has been provided by the Company in breach of item (1) of Article 5 of this system shall not be enforceable against the Company, save in respect of the following circumstances:

(1) at the time when the loan was provided to a relevant person of any of the directors, supervisors, general managers and other senior management of the Company or its parent company, the lender was not aware of the relevant circumstances;
(2) the security provided by the Company has been lawfully disposed of by the lender to a bona fide purchaser.

Article 8 Guarantee mentioned in the preceding paragraph includes the assumption of liability or the provision of assets by the guarantor to secure the performance of obligations by the obligor.

Article 9 Before a Controlling Subsidiary submit external guarantee matters for approval to the Board or the shareholders’ meeting, it shall perform written declaration to the Company ahead of five working days, and inform office of the Board in written form to implement concerned obligation of

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DECISION-MAKING SYSTEM FOR EXTERNAL GUARANTEES

APPENDIX V

information disclosure at the day when the Board or the shareholders’ meeting makes the decision, except for guarantee matters which shall be submitted for approval to the general meeting of the Company in accordance with the Shanghai Listing Rules.

Article 10 External guarantees of the Company shall conform to equality and voluntariness, legal, prudent, mutually beneficial and safe principle. Guarantee risk shall be strictly controlled.

Article 11 If the Company provides a guarantee for controlling shareholders, de facto controllers and their related person, a counter-guarantee shall be requested. The provider of the counter-guarantee shall have the actual affordability and the counter-guarantee shall be enforceable.

If a guaranteed party becomes a related person of the Company due to a transaction or related transaction, the Company shall perform the corresponding deliberation procedures and information disclosure obligations for the existing related guarantee while executing such transaction or related transaction.

If the related guarantee specified in the preceding paragraph fails the approving at the Board meeting or the general meeting, the parties to the transaction shall take effective measures to terminate the guarantee, such as early termination.

Article 12 The Company’s independent non-executive directors shall make a special explanation of the Company’s cumulative and current external guarantees in the annual report and express independent opinions.

Chapter 2 Examination on External Guarantee Objects

Article 13 The Company may provide guarantees for an entity with independent legal person status which meets one of the following criteria:

(1) a mutually guaranteed entity due to business needs of the Company;
(2) an entity with established important business relationship with the Company;
(3) an entity with potential important business relationship with the Company;
(4) a Controlling Subsidiary of the Company and other entities in a control relationship with the Company. The entities above shall also have relatively strong debt repayment capabilities and shall meet other relevant provisions hereof.

Article 14 The Board of the Company shall, before deciding on guarantee for others or submitting it to the general meeting for approval by voting, have a good understanding of the credit standing of the debtors and make a sufficient analysis of the interests and risks of the guarantee.

Article 15 The information on the credit standing of the guarantee applicant shall at least include the following:

(1) basic information of enterprise including business license, copy of its articles of association, identity certification of legal representative, relevant information revealing related relationship and other relationship with the Company, etc.;

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APPENDIX V

(2) application for guarantee, including but not limited to the form, term and amount of such proposed guarantee;
(3) audited financial reports for the recent three years and loan repayment ability analysis;
(4) copy of the main contract in respect of the loan;
(5) conditions and relevant information in relation to the guarantee applicant’s provision of counter-guarantee;
(6) statement of non-existence of potential and pending major lawsuit, arbitration or administrative penalty;
(7) other important information.

Article 16 Based on the basic information provided by the guarantee applicant, the Company shall organize the investigation and verification of the guarantee applicant’s business operation, financial position, project status and credit status, as well as the prospects of the industry involved, and shall review the application in accordance with the contract approval procedures. The relevant information shall be submitted to the Board or the general meeting of the Company for approval.

Article 17 The Board or the general meeting of the Company shall review and vote on the submitted information, and shall record the relevant voting results. No guarantee shall be provided to the guarantee applicant by the Company in case of any of the following circumstances or if the information provided is insufficient.

(1) the use of capital does not comply with laws and regulations or national industrial policies of the State;
(2) false records or false information exist in the financial and accounting documents in the recent three years;
(3) the Company has provided guarantee for the guarantee applicant, which has delayed the repayment of bank loan and its interests, and has not repaid the loan or cannot implement the effective rectification measures at the time of the guarantee application;
(4) the guarantee applicant is featured with deteriorating business conditions or poor credit standing, with no sign of improvement;
(5) the guarantee applicant has failed to secure effective assets for counter-guarantee;
(6) other circumstances under which the Board considers it impossible to provide guarantee.

Article 18 The counter-guarantee provided by the guarantee applicant or other effective risk-control measures shall match with the guaranteed amount. No guarantee shall be provided to the guarantee applicant if the property against which the counter-guarantee is to be provided is prohibited by relevant laws and regulations from free transfer or otherwise non-transferable.

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APPENDIX V

Chapter 3 Approval Procedures for External Guarantees

Article 19 The general meeting of the Company is the highest decision-making body in respect of external guarantees provided by the Company.

Article 20 The Board of the Company shall exercise its decision-making authority over external guarantees pursuant to its authority for approval of external guarantees as stipulated in the Articles of Association. For any external guarantee beyond the approval authority of the Board as stipulated in the Articles of Association, the Board shall prepare and submit a proposal to the general meeting for approval. The Board shall organize, manage and execute the external guarantees approved by the general meeting.

Article 21 External guarantee transaction matters of the Company subject to consideration and approval of more than half of all directors shall be considered and approved by more than two-thirds of the directors present at the Board meeting.

Provision of guarantees by the Company for its controlling shareholders, de facto controllers and their related person subject to consideration and approval of more than half of all non-connected directors shall be considered and approved by more than two-thirds of the non-connected directors present at the Board meeting with passing of a resolution, and submitted to the general meeting for consideration.

Article 22 External guarantees subject to consideration and approval by the general meeting shall be submitted to the general meeting for consideration and approval after they are considered and approved by the Board. External guarantees subject to consideration and approval by the general meeting include but not limited to the following ones:

(1) any guarantee that is provided by the Company after the total amount of external guarantees of the Company and its Controlling Subsidiaries exceeds 50% of the latest audited net assets of the Company;
(2) any guarantee that is provided by the Company after the total amount of external guarantees of the Company and its Controlling Subsidiaries exceeds 30% of the latest audited total assets of the Company;
(3) a guarantee that is provided to anyone with a gearing ratio exceeding 70%;
(4) a single guarantee with an amount exceeding 10% of the latest audited net assets of the Company;
(5) guarantees with a total amount within 12 consecutive months exceeding 30% of the latest audited total assets of the Company;
(6) guarantees that are provided for shareholders, de facto controllers and their related parties;
(7) other guarantees that are subject to approval by the general meeting as required by the Shanghai Stock Exchange, the Hong Kong Listing Rules or the Articles of Association.

When any guarantee as described in item (5) in the preceding paragraph is considered at the general meeting of the Company, it shall be approved by shareholders representing more than two-thirds of the voting rights of the shareholders in presence.

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Article 23 When a general meeting considers a guarantee proposal for any shareholder, de facto controller and their related parties, such shareholder or the shareholders controlled by the de facto controller shall not vote on such proposal, and the proposal shall be subject to the approval by voting by more than half of the voting rights represented by the other shareholders present at the general meeting.

Article 24 The Company may, when necessary, engage an external professional institution to evaluate the risk of an external guarantee as a basis for decision-making by the Board or at the general meeting.

Article 25 Independent non-executive directors of the Company shall give independent opinions when the Board considers external guarantee matters. If necessary, an accounting firm may be employed to check the Company’s accumulated and current external guarantees. Any abnormality, once identified, shall be promptly reported to the Board and regulatory authorities and announced.

Article 26 Where a Controlling Subsidiary of the Company provides guarantees for legal persons or other organizations within the scope of the Company’s consolidated statements, the Company shall disclose the same in a timely manner after the Controlling Subsidiary has fulfilled the consideration procedures, guarantee matters which should be submitted to the general meeting of the Company for consideration according to the Shanghai Listing Rules are excluded.

If a Controlling Subsidiary of the Company provides a guarantee for an entity other than the one specified in the preceding paragraph, it shall be deemed to be a guarantee provided by the Company and shall comply with the relevant provisions of this chapter.

Article 27 Where the Company provides guarantees for its Controlling Subsidiaries, if there is a large number of transactions each year, and it is difficult to submit to the Board or the general meeting for consideration due to the need of entering into guarantee agreement on a recurring basis, the Company may estimate the total amount of new guarantees for the next 12 months of the two types of subsidiaries with a gearing ratio of over 70% and that of below 70%, and submit the estimation to the general meeting for consideration.

When the aforesaid guarantee matter actually takes place, the Company shall make disclosures in a timely manner, and the balance of the guarantee at any time shall not exceed the amount of guarantee considered and approved at the general meeting.

Article 28 Where the Company provides guarantees for joint ventures or associates or mutually guaranteed entities, and the guaranteed party is not a related person of a director, supervisor, senior management member, shareholder holding more than 5% of the shares, controlling shareholder or de facto controller of the Company, if there is a large number of transactions each year, and it is difficult to submit to the Board or the general meeting for consideration due to the need of entering into guarantee agreement on a recurring basis, the Company may reasonably estimate the specific objects to be guaranteed for the next 12 months and the corresponding amount of new guarantees, and submit the estimation to the general meeting for consideration.

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APPENDIX V

When the Company predicts amount of guarantees for joint ventures or associates or mutually guaranteed entities, it may adjust the amount of guarantees among such joint ventures or associates or mutually guaranteed entities, provided that the following conditions are satisfied:

(1) amount of a single adjustment of the adjustment beneficiary does not exceed 10% of the latest audited net assets of the Company;
(2) for any guarantee object with a gearing ratio exceeding 70% at the time of adjustment, the amount of guarantee can only be obtained from the guarantee objects with a gearing ratio exceeding 70% (when the general meeting considers the amount of guarantee);
(3) the adjustment beneficiary does not have overdue outstanding debts at the time of adjustment.

When the aforesaid adjustment actually takes place, the Company shall make disclosures in a timely manner.

Article 29 The Company shall enter into guarantee contracts in respect of external guarantees in writing, and also counter-guarantee contracts in respect of guarantees provided for controlling shareholders, de facto controllers and their related person. Guarantee contracts and counter-guarantee contracts shall have the content as required by the Civil Code and other relevant laws and regulations.

Article 30 A guarantee contract shall at least include the followings:

(1) the category and amount of the principal debt to be guaranteed;
(2) the term for the debtor to repay the debts;
(3) the method of guarantee;
(4) the scope of guarantee;
(5) the guarantee period;
(6) other matters as considered necessary to be agreed upon by the parties.

Article 31 Upon entering into a guarantee contract, the Company shall comprehensively and diligently review the signatory and relevant particulars of the principal contract, the guarantee contract and counter-guarantee contract. The Company shall request the relevant party to amend any clause which may contravene laws, regulations, the Articles of Association and relevant resolutions of the Board or the general meeting of the Company and impose unreasonable obligations or unpredictable risks on the Company. If such party refuses to amend such clauses, the Company shall decline to provide guarantee for such party and report to the Board or the general meeting of the Company.

Article 32 The Chairman of the Company or other legally authorized persons shall sign the guarantee contracts on behalf of the Company pursuant to the resolutions of the Board or the general meeting of the Company. No person shall be entitled to sign such guarantee contracts on behalf of the Company without approval and authorization by the resolutions of the general meeting or the Board of the Company.

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Article 33 Upon acceptance of a counter-guarantee mortgage or a counter-guarantee pledge, the financial department and audit department of the Company shall complete the relevant legal procedures together, in particular the timely registration of such mortgage or pledge and other procedures.

The provision of counter-guarantee by the Company and its Controlling Subsidiaries shall be implemented in accordance with the relevant provisions of the guarantee, and shall fulfill corresponding consideration procedures and information disclosure obligations on the basis of the amount of counter-guarantee provided, with the exception that the Company and its Controlling Subsidiaries provide counter-guarantees for guarantees based on their own debts.

Article 34 If a guaranteed debt is due and extension is required, and the Company is required to further provide guarantee, guarantee consideration procedures and information disclosure obligations shall be re-fulfilled as if it is a new external guarantee.

Chapter 4 Management of External Guarantees

Article 35 External guarantees shall be handled by the financial department of the Company.

Article 36 The main duties of the financial department of the Company are as follows:

(1) to investigate into and evaluate the credit status of the guaranteed entity;
(2) to complete the formalities of the guarantee procedures;
(3) to duly keep track of, examine and monitor the guaranteed entity after external guarantee becomes effective;
(4) to manage the filing of the documentation relating to the guaranteed enterprise seriously;
(5) to provide the Company’s auditing department with a complete and accurate record of all the Company’s external guarantees in a timely manner in accordance with the requirements;
(6) to handle other matters relating to the guarantees.

Article 37 The Company shall keep the guarantee contracts and relevant original materials in appropriate order and shall conduct reviews in a timely manner. The Company shall also conduct regular cross-checking with relevant institutions such as banks to ensure the completeness, accuracy and validity of the data filed, and shall take heed of the term of the guarantees. During the course of contract management, the Company shall report to the Board and the supervisory committee in a timely manner upon identification of any unusual contract that has not been approved in accordance with the examination procedures of the Board or the general meeting.

Article 38 The Company shall assign a specific officer to continuously monitor the conditions of the guaranteed party, gather the latest financial information and audit report of the guaranteed party, regularly analyze its financial position and capability of debt repayment, and monitor its business operation, assets and liabilities, external guarantees, division and merger and any change of legal representatives, etc. The relevant responsible officer shall report to the Board in a timely manner once any significant issues such as serious deterioration in the operating conditions, dissolution or division of the guaranteed party are identified. The Board is obligated to adopt effective measures to minimize the relevant loss.

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APPENDIX V

After the guaranteed debts come due, the Company shall urge the principal to repay its debts within a specified period. If the principal fails to perform its obligations on time, the Company shall take necessary countermeasures in a timely manner.

The Board of the Company shall establish a regular verification system and conduct annual verification of all guarantees of the Company, verify the existence of non-compliant guarantees of the Company and disclose the verification results in a timely manner.

Article 39 In the event that the guaranteed party to which the Company provides guarantee fails to honour the obligation to repay debts timely upon maturity, or such guaranteed party becomes bankrupt or goes into liquidation or the creditors claim against the Company for performance of the guarantee obligations, the Company’s responsible department(s) shall make inquiry on the status of debt repayment of the guaranteed party in a timely manner, and shall be prepared to activate the counter-guarantee claiming procedures while such department(s) shall simultaneously report such matter to the secretary to the Board, who shall promptly inform the Board of the Company of the same.

Article 40 In the event that the guaranteed party fails to fulfill its contractual obligations and its creditor requests the Company to fulfill its guarantee obligation, the Company’s responsible department(s) shall activate the counter-guarantee claiming procedures instantly and simultaneously report such matter to the secretary of the Board, who shall inform the Board of the Company of the same promptly.

If any losses are caused or may be caused due to the failure of the controlling shareholder, de facto controller and other related parties to repay in a timely manner the debts incurred as a result of the guarantee provided by the Company, or the appropriation or transfer of funds, assets or other resources of the Company, the Board of the Company shall promptly take protective measures such as recovery, litigation, property preservation and ordering to provide guarantees to prevent or reduce the losses, and investigate the responsibilities of the related parties.

Article 41 Upon fulfilment of the guarantee obligations for the debtor, the Company shall take effective measures to demand repayment from the debtor. The Company’s responsible department(s) shall report the repayment status to the secretary to the Board, who shall promptly inform the Board of the Company of the same.

Article 42 If it becomes evident to the Company that the guaranteed party has lost or is likely to lose its capability of debt repayment, the Company shall take necessary measures in a timely manner for effective risk control. Where malicious collusion between the creditor and the debtor that impairs the Company’s interests is identified, the Company shall take prompt measures such as requesting confirmation of the nullification of the guarantee contract. The Company shall claim against the guaranteed party in a timely manner for any financial losses due to the default of the guaranteed party.

Article 43 In response to other potential risks, the relevant department(s) of the Company shall adopt effective measures and shall, with reference to the case, propose corresponding measures to the Board and the supervisory committee of the Company.

Article 44 If the Company acts as one of the guarantors for a debt that has been secured by two or more guarantors and it is agreed that the guarantors shall take their respective guarantee obligations in proportion, the Company shall refuse to undertake any guarantee obligation beyond and additional to the agreed proportion.

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Article 45 After the competent people’s court accepts a debtor’s bankruptcy case, if the creditor fails to declare the claims, the responsible department(s) of the Company shall request the Company to participate in the distribution of the bankruptcy property and exercise the right of recovery in advance.

Chapter 5 Disclosure of External Guarantee Information

Article 46 The Company shall, abide by the Listing Rules, the Articles of Association, the Administrative Policies on Disclosure of Information and other relevant provisions, conscientiously perform information disclosure obligations in relation to the external guarantee.

Article 47 Any department or responsible person engaged in external guarantee of the Company shall have the responsibility to report the information about external guarantee to the secretary to the Board of the Company timely and provide the documents and information necessary for the information disclosure.

Article 48 For any external guarantee approved by the Board of the Company at the directors’ meeting or by shareholders at general meeting of the Company or guarantee matters which are required to be disclosed according to the Hong Kong Listing Rules, the applicable information disclosure shall be made timely on newspapers designated by the CSRC and according to the relevant requirements of securities regulatory authorities in Hong Kong (where applicable), including but not limited the Board resolutions or shareholder resolutions, the total value of external guarantees provided by the Company and its Controlling Subsidiaries and the total value of guarantee provided by the Company for its Controlling Subsidiaries as of the date of the information disclosure, and the proportion of the aforesaid amounts in the audited net assets of the Company in the latest period. If the guaranteed party fails to perform its obligation of repayment in fifteen working days after the due date of the debt, or the guaranteed party is bankrupted, liquidated or its repayment ability is otherwise severely impaired, the Company shall timely disclose the same. If the securities regulatory authorities of the place where the shares of the Company are listed have other requirements, such requirements shall prevail.

The Company’s independent non-executive directors shall make a specific statement in the annual reports on the outstanding external guarantees as at the end of the reporting period and those incurred in the current period of the Company and the implementation of this Article and express their independent opinions therein.

Article 49 The Company’s relevant department(s) shall take necessary measures to minimize the number of personnel to whom such information is available before the disclosure of information on guarantee in accordance with laws. Any person who is aware of the Company’s guarantee information through legal or illegal approaches shall be subject to the inherent obligations for confidentiality until the day when such information is disclosed in accordance with laws, failing which he shall assume any legal liability arising therefrom.

Chapter 6 Responsibilities of the Responsible Person

Article 50 The Company shall strictly comply with this system in respect of provision of external guarantee. The Board of the Company shall impose corresponding penalty on the responsible person who has committed a fault with reference to its loss, size of the risk, and the gravity of the case.

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APPENDIX V

If there is any guarantee in violation, the Company shall make disclosure timely and take reasonable and effective measures to release itself from the obligation thereunder or rectify the guarantee in violation to reduce the loss of the Company and protect the interests of the Company and minority shareholders, and investigate the responsibilities of the relevant personnel.

Article 51 Any directors, general manager or other senior management of the Company who sign a guarantee contract beyond their authority without prior consent and without abiding by the provisions hereof shall be held accountable.

Article 52 Any responsible department officers or other responsible persons who breach the requirements of the laws or this system, neglect the risks and provide guarantees without authorization, causing losses to the Company, shall assume liability for compensation. If the Company’s responsible department officers or other responsible persons fail to fulfill their duties and therefore cause losses to the Company, they shall be subject to economic punishment or administrative sanctions depending on the gravity of the case.

Article 53 Where the guarantor is free from guarantee liability according to the laws, but the Company’s responsible department officers or other responsible persons act without prior authorization which results in the Company’s assumption of liability and subsequent losses, they shall be subject to administrative sanctions by the Company and shall assume liability for compensation.

Chapter 7 Supplementary Provisions

Article 54 The phrases “more than”, “below”, “exceed” as mentioned in this system include the given figures.

Article 55 Any matters not addressed in this system shall be dealt with in accordance with the relevant requirements of the national laws, regulations, normative documents and the Articles of Association. In case of any inconsistencies between this system and the relevant laws, regulations, normative documents and the Articles of Association, the relevant laws, regulations, normative documents and the Articles of Association shall prevail.

Article 56 This system shall be effective from the date of approval at the general meeting. As of the effective date of this system, the previous External Guarantee System of the Company shall become void automatically.

Article 57 This system shall be interpreted by the Board of the Company.

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MANAGEMENT MEASURES FOR RAISED FUNDS

APPENDIX VI

MANAGEMENT MEASURES FOR RAISED FUNDS OF SHANDONG GOLD MINING CO., LTD.

Chapter I General Provisions

Article 1 In order to standardize the management and use of the funds raised by Shandong Gold Mining Co., Ltd. (hereinafter referred to as the “Company”), improve the efficiency and effectiveness of the use of proceeds, ensure the safety of the use of proceeds and protect the interests of investors, these measures are formulated in accordance with the Company Law of the People’s Republic of China, the Securities Law of People’s Republic of China, the Administrative Measures for the Initial Public Offering and Listing of Stocks, the Administrative Measures for the Issuance of Securities, the Regulations on the Report on the Use of Previously Raised Proceeds, the Guidelines for the Supervision of Listed Companies No. 2 — Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Listing Rules”), the Self-Regulatory Supervision Guidelines for Companies Listed on the Shanghai Stock Exchange No. 1 — Standardized Operation and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”, together with the Shanghai Listing Rules, collectively the “Listing Rules”) and other relevant laws and regulations, and taking into account the actual situation of the Company.

Article 2 The term “funds” or “proceeds” as mentioned herein refers to the funds raised by the Company from investors through public issuance of securities (including initial public offering of stocks, allotment of shares, additional issuance, issuance of convertible corporate bonds, issuance of convertible corporate bonds with separate transactions, etc.) and non-public issuance of securities and to be used for special purposes, but excludes the funds raised by the Company in implementation of equity incentives.

Article 3 The Company should improve its capability of scientific decision-making and management, and make scientific analysis on the feasibility of the investment projects financed by the raised funds and prudently make decisions strictly according to relevant laws, regulations and regulatory documents, so as to improve the profitability of the Company. The board of directors of the Company shall fully demonstrate the feasibility of projects invested by the raised funds, and ensure that the investment projects have good market prospects and profitability, effectively guard against investment risks and improve the efficiency of the use of the raised funds.

Article 4 The controlling shareholders and de facto controllers of the Company shall neither directly or indirectly use or misappropriate the raised funds of the Company, nor use the proceeds and the projects invested with the proceeds (hereinafter referred to as “Investment Project”) to secure illegitimate benefits. The directors, supervisors and senior managers of the Company shall be diligent and responsible, urge the Company to regulate the use of the raised funds, consciously safeguard the safety of the raised funds, and shall not participate in, assist or condone the Company to alter the purpose of the raised funds without authorization or in disguise.

Article 5 The raised funds shall be carefully used by the Company to ensure consistency with the use as committed in the application documents for issuance. Investment direction of the raised funds shall not be changed arbitrarily.

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APPENDIX VI

The Company shall make true, accurate and complete disclosure of the actual use of the raised funds. If the disclosed use of the raised funds needs to be altered, or in case of any situation having a serious impact on the normal operation of the proceeds investment plan, the Company shall make a relevant announcement in a timely manner.

As to the Investment Project implemented through the Company’s subsidiaries or other entities controlled by the Company, the Company shall ensure compliance with these measures by such subsidiaries or such other entities controlled by it.

Chapter II Depository of The Raised Funds

Article 6 The raised funds of the Company shall be deposited into a special account approved by the board of directors for centralized management and use. The special account shall not be used for the deposit of funds other than the proceeds or for any other purpose. In principle, the number of special accounts for the raised funds shall not exceed the number of Investment Projects. Where the Company conducts financing more than twice, the Company shall set up separate special accounts for the raised funds. The excess of net funds actually raised over the funds to be raised as planned (hereinafter referred to as the “Excess Raised Funds”) shall also be placed in the special account for management.

Article 7 The Company shall, within one month after receiving the raised funds, sign a tripartite supervision agreement on the special account of the raised funds with the sponsor or independent financial advisor, and the commercial bank in which the proceeds are deposited and make announcement(s) in a timely manner. The agreement shall at least includes the following:

(1) The Company shall deposit the raised funds into the special account;
(2) Account number of the special account(s), the projects financed by the raised funds related to the special account(s) and the amount deposited;
(3) The commercial bank shall provide the Company with the bank statements of the special account for the raised funds on a monthly basis, with a copy to the sponsor or independent financial advisor;
(4) In case the Company draws from the special account(s) for the raised funds an aggregate of more than RMB50 million or 20% of the total amount of raised funds net of issue expenses in one time or in any 12 consecutive months (hereinafter referred to as the “Net Raised Funds”), the Company shall notify the sponsor or independent financial advisor in a timely manner;
(5) The sponsor or independent financial advisor may at any time inquire information on the special account(s) from the commercial bank;
(6) The supervision duties of the sponsor or independent financial advisor, the notification and cooperation duties of the commercial bank, the supervision method of the sponsor or independent financial advisor and the commercial bank on the use of the raised funds of the Company;

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APPENDIX VI

(7) The liabilities for breach of contract of the Company, the commercial bank, the sponsor or independent financial advisor.

The Company shall file with the Shanghai Stock Exchange and make announcement(s) in a timely manner within two trading days after signing of the above agreement.

In case of early termination of the above agreement before expiry of validity, the Company shall sign a new agreement with the related parties within two weeks from the date of termination of the agreement, and shall timely file it with the Shanghai Stock Exchange within 2 trading days after signing of new announcement and make announcement(s) in a timely manner.

Article 8 The Company shall proactively supervise the commercial bank to fulfill the agreement. In case of the commercial bank’s failure, for three times, to timely provide reconciliation statements or make notification to the sponsor on large lump sum drawing from the special account(s), and failure to meet the sponsor’ request to inquire and investigate into information on the special account(s), the Company may terminate the agreement and cancel such special account(s) in which the raised funds are placed.

Chapter III Use of Raised funds

Article 9 The Company shall follow the following requirements when using the raised funds:

(I) The Company shall use the raised funds pursuant to the fund use plan described in the application documents for issuance. The detailed approval procedures are as follows:
At the beginning of the year, the fund-using unit is required to include the Investment Project in the Company’s annual investment plan and get separate approval for it;
the Fund-using unit submits quarterly application report for fund use, which shall include but not limited to the overall investment of the project, the cumulative investment as of the date of the report, the planned investment and the amount of funds applied for that quarter, etc.;
The department of the Company which is responsible for project management shall issue a review opinion on the progress of the project, and the finance department shall issue an opinion on the fund use of the project; and the office of the general manager of the Company shall issue a final approval opinion on the quarterly fund application report;
The fund-using unit shall set up special account(s) for management and separate accounting for the proceeds being appropriated.

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APPENDIX VI

(II) In case of any of the following circumstances, the Company and fund-using unit shall evaluate the feasibility and expected earnings of the Investment Project, to decide whether to continue the implementation of the project, and disclose the progress of the project, the causes of any abnormality, and the adjusted Investment Project in the latest periodic report:
Significant changes occur in the market environment of the Investment Project;
The Investment Project has been shelved for more than one year;
The project has gone beyond the completion period of the Fundraising Investment Plan and the invested amount of raised funds has not reached 50% of relevant planned amount;
Other abnormal situations occur in the Investment Project.
(III) When the Company uses the raised funds for the following purposes, the usage shall be reviewed and approved by the board of directors, and the independent directors, the supervisory committee, and the sponsor or independent financial adviser shall give an explicit consent:
Using raised funds to replace self-raised funds invested in advance for the Investment Project;
Using Temporarily idle raised funds for cash management;
Using Temporarily idle raised funds for temporary replenishment of liquidity;
The change of the use of the raised funds;
Using Excess Raised Funds for projects under construction and new projects.

The changes in the use of raised funds by the Company shall also be considered and approved by the general meeting.

Where any connected transaction, asset acquisition or external investment is involved, the review procedure and disclosure obligation shall be performed in accordance with the Listing Rules.

Article 10 The Company’s raised funds shall, in principle, be used for its principal business. The Company shall not use the raised funds in any of the following ways:

(I) The Investment Projects are financial investments such as holding transactional financial assets and financial assets available for sale, lending to others, entrusting wealth management, and direct or indirect investments in the companies whose principal business is trading negotiable securities;
(II) To alter the use of the raised funds in disguised form through pledge, entrusted loan or other means;

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APPENDIX VI

(III) To provide the raised funds directly or indirectly to the controlling shareholders, the de facto controllers and other related parties for their use, so as to facilitate the related parties to obtain unfair benefits from the project;
(IV) Other behaviors in violation of the provisions on the management of raised funds.

Article 11 If the Company uses the self-raised funds for Investment Project in advance, the Company may replace the self-raised funds with the raised funds within 6 months from the receipt of the raised funds.

The replacement shall be subject to the review and approval by the board of directors. In addition, the accounting firm shall issue an assurance report, and the independent non-executive directors, the supervisory committee, the sponsor or the independent financial advisor shall give an explicit consent. The Company shall report to the Shanghai Stock Exchange and make an announcement in a timely manner within 2 trading days after the board meeting.

Article 12 The Company may carry out cash management of temporarily idle raised funds, and the products invested with which shall not be longer than the term authorized by internal resolutions and shall not exceed 12 months. Only after the expired raised funds for the above investment products are returned to the special account for raised funds on schedule and a public announcement is made, the Company may carry out cash management again within the authorized period and quota. The investment products must meet the following conditions:

(I) High-safety and principal-guaranteed products such as structured deposits and certificate of deposits.
(II) Good liquidity without affecting the normal progress of the investment plans of the raised funds. The investment products shall not be pledged, and the special product settlement account shall not be used for the deposit of the funds other than raised funds or for any other purposes, and in case of opening or cancelling a special product settlement account, the Company shall file with the Shanghai Stock Exchange and make an announcement in a timely manner within 2 trading days.

Article 13 Where the Company invests in products by using idle raised funds, the use shall be subject to review and approval by the board of directors. In addition, the independent non-executive directors, the supervisory committee, the sponsor or independent financial advisor shall give an explicit consent. The Company shall make an announcement within 2 trading days after the board meeting in a timely manner on:

(I) Basic information on the raised funds, including the date of raising, the amount and net amount of the raised funds and investment plan;
(II) The use of the raised funds;
(III) The quota and duration of the idle raised funds for investing in products, whether there is any behavior of changing the use of the raised funds in a disguised form, and the measures taken to ensure the normal operation of the raised funds-related project;

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APPENDIX VI

(IV) The income distribution method, investment scope and safety of investment products;
(V) The opinions issued by the independent non-executive directors, the supervisory committee, the sponsor or independent financial advisor of the Company.

The Company shall in a timely manner make an announcement of risk reminder and indicate the risk control measures adopted by the Company to guarantee the safety of the funds in the event of any deterioration in the financial conditions of the issuer of the products, loss suffered from the invested products and other material risks.

Article 14 When the Company temporarily uses the idle raised funds to supplement liquidity, the following requirements shall be met:

(I) The use of raised funds shall not be changed in a disguised way, and the normal progress of the investment plan of the raised funds shall not be effected;
(II) It shall be only used for the main business-related production and operation activities, and shall not be used for the allotment or subscription of new shares through direct or indirect arrangements, or for the transaction of shares and their derivatives, convertible corporate bonds and others;
(III) A single injection of liquidity shall not last for more than 12 months;
(IV) The raised funds previously used for temporarily supplementing liquidity have been returned when falling due (if applicable).

Any temporal use of the idle raised funds for liquidity by the Company shall be subject to the consideration and approval by the board of directors, and the independent non-executive directors, the supervisory committee, the sponsor or independent financial adviser shall give an explicit consent. The Company shall report to the Shanghai Stock Exchange and make an announcement in a timely manner within 2 trading days after the board meeting.

Prior to the due date of the supplementary liquidity, the Company shall return the part of the funds to the special account for raised funds, and shall report to the Shanghai Stock Exchange and make an announcement in a timely manner within 2 trading days after all the funds are returned.

Article 15 The over-raised funds may be used to permanently supplement liquidity or repay bank loans, provided that the cumulative amount used for every 12 months shall not exceed 30% of the total over-raised funds, and the Company shall undertake that it will not make high-risk investments and offer financial assistance to any parties other than its wholly-owned subsidiaries and controlled subsidiaries within 12 months after the liquidity is supplemented.

Article 16 The over-raised funds used to permanently supplement liquidity or repay bank loans shall be subject to the consideration and approval by the board of directors and shareholders’ general meeting. Online voting shall be made available to shareholders. In addition, the independent non-executive directors, the supervisory committee and the sponsor or independent financial advisor

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MANAGEMENT MEASURES FOR RAISED FUNDS

APPENDIX VI

shall give an explicit consent. The Company shall report to the Shanghai Stock Exchange and make an announcement in a timely manner within 2 trading days after the board meeting on:

(I) Basic information on the raised funds, including the the date of raising, the amount and net amount of the raised funds, the amount of over-raised funds and investment plan;
(II) The use of the raised funds;
(III) Necessity and detailed plans for permanent replenishment of liquidity or repayment of bank loans with over-raised funds;
(IV) The commitment that no high-risk investments shall be made and no financial assistance shall be offered to others within 12 months after the liquidity is supplemented;
(V) The impact of permanent replenishment of liquidity or repayment of bank loans with over-raised funds on the Company;
(VI) The opinions issued by independent non-executive directors, supervisory committee, sponsors and independent financial advisors.

Article 17 Where the Company uses the over-raised funds for construction projects and new projects (including acquisition of assets, etc.), it shall invest in its principal business, and make a scientific and prudent feasibility analysis of investment projects in accordance with the “Chapter IV Changes in Investment Direction of Raised Funds”, and fulfill its obligation of information disclosure in a timely manner.

Article 18 If the Company uses the surplus raised funds (including interest income) of the project(s) for any other Investment Project after a single Investment Projects are completed, the use shall be subject to the consideration and approval by the board of directors and the explicit consent of independent non-executive directors, the sponsor or independent financial advisor and the supervisory committee. The Company shall make an announcement in a timely manner.

If the surplus raised funds (including interest income) are less than RMB1 million or less than 5% of the committed investment amount of the project raised funds, they may be exempted from the procedures stipulated in the preceding clause, and their use shall be disclosed in the annual report.

Where the surplus raised from the Company’s individual Investment Project (including interest income) are used for non-investment project (including liquidity funding), the Company shall perform the corresponding procedures and disclosure obligations as required for changes in the Investment Project.

Article 19 After the completion of all Investment Projects, the surplus raised funds (including interest income) may be used after consideration and approval by the board of directors and after explicit consents have been expressed by independent non-executive directors, the sponsor or independent financial advisor and the supervisory committee. The Company shall make a timely announcement after consideration and approval by the board of directors. If the remaining proceeds (including interest income) represent more than 10% of the net proceeds, such proceeds shall also be considered and approved at the general meeting.

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MANAGEMENT MEASURES FOR RAISED FUNDS

APPENDIX VI

If the amount of the surplus raised funds (including interest income) is less than RMB5 million or less than 5% of the net proceeds, performance of the procedures stipulated in the preceding clause may be waived, but the use of such proceeds shall be disclosed in the latest periodic report.

Chapter IV Changes in Investment Direction of Raised Funds

Article 20 If it is necessary to change the investment direction of raised funds due to changes in the market environment, the legal procedures shall be strictly followed. If the Investment Project of the Company changes, it shall be considered and approved by the board of directors and general meeting. If the implementation subject of the Investment Project changes between the Company and its wholly-owned subsidiary, or only a change of the location of implementation of the Investment Project, is involved, it shall not be deemed as a change in the use of raised funds and may be exempted from the review procedure of general meeting, but shall still be considered and approved by the board of directors of the Company. Besides, the reasons for the change of the implementation subject or location and the opinions of the sponsor or the independent financial advisor shall be announced in a timely manner.

In case of any of the following situations, the Company shall be deemed to have changed the use of raised funds:

(1) Cancelling or terminating the original fundraising project, and carrying out new projects;
(2) Changing the entity which is in charge of implementing the Investment Project;
(3) Changing the method of carrying out the Investment Project;
(4) Other situations as determined by the Company as changes in the use of the raised funds.

Article 21 The altered Investment Project shall be invested in the principal business. If the board of directors of the Company decides to terminate the original Investment Project and change the use of the raised funds, it shall scientifically and prudently select a new investment project as soon as possible and submit it to the general meeting for decision, and reasons for changing the use of funds raised, description of the new project and its effect on the Company in the future shall be elaborated in the notice of general meeting. The Company should scientifically and prudently carry out feasibility analysis of new Investment Projects, ensure that the investment projects have good market prospects and profitability, effectively guard against investment risks, and improve the efficiency of the use of raised funds. The selected new investment projects must be within the Company’s main business scope, conform to the provisions of national industrial policies and the needs of the Company’s medium and long-term development, and the technological advancement and economic rationality of the investment projects shall be fully considered.

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MANAGEMENT MEASURES FOR RAISED FUNDS

APPENDIX VI

Article 22 The board of directors of the Company must demonstrate the feasibility of the new investment project and make a resolution, which shall be submitted to the general meeting for deliberation and approval. If the Company intends to change the Investment Project, the Company shall timely make an announcement after submitting to the board of directors for deliberation on:

(1) Basic information of the original Investment Project and the specific reasons for the change;
(2) Basic information, feasibility analysis and risk warnings of the new Investment Project;
(3) The investment plan for the new Investment Project;
(4) A statement that the new Investment Project has obtained the approval from or is to be approved by the relevant competent authority;
(5) Opinions issued by independent non-executive directors, the supervisory committee, and the sponsor or independent financial advisor on the change of the Investment Project;
(6) The explanation that the change of the Investment Project is still subject to the approval by the general meeting;
(7) Other contents as required by the stock exchange where the Company’s securities are listed.

If a new Investment Project involves related party transactions, the purchase of assets, or external investment, it shall also be disclosed pursuant to the relevant rules.

Article 23 If the Company intends to acquire the assets (including rights and interests) of the controlling shareholder or the de facto controller by changing the use of the Investment Project, the Company shall ensure that the horizontal competition can be effectively prevented and related party transactions can be reduced after the acquisition.

Article 24 If the Company intends to transfer or replace the Investment Projects (except for the Investment Projects that have been completely transferred or replaced during the Company’s material asset restructuring), the Company shall timely make an announcement after submitting to the board of directors for deliberation on:

(1) The specific reasons for the external transfer or replacement of the Investment Project;
(2) The amount of the raised funds already used for the project;
(3) The degree of completion and the realized benefits of the project;
(4) Basic information, feasibility analysis and risk warning (if applicable) of the transferred-in project;

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MANAGEMENT MEASURES FOR RAISED FUNDS

APPENDIX VI

(5) Pricing basis for the transfer or replacement and the relevant earnings;
(6) Opinions issued by the independent non-executive directors, the supervisory committee, and the sponsor or independent financial advisor on the transfer or replacement of the Investment Project;
(7) The explanation that the transfer or replacement of the Investment Project is still subject to the approval by the general meeting;
(8) Other contents as required by the stock exchange where the Company’s securities are listed.

The Company shall keep an eye on the collection and use of the transfer price, the ownership change of the transferred-in assets and the continuous operation of the transferred-in assets, and fulfill necessary information disclosure obligations.

Article 25 Where the Investment Project have not been completed within the original deadline and are to be postponed for further implementation, the Company shall disclose in time the specific reasons for the failure to complete on schedule, explanation on the deposit and accounting status of the proceeds, whether there is any situation affecting the normal progress of the utilisation plan of the proceeds, the estimated completion time, and relevant measures for guaranteeing the completion on schedule after the extension. It shall also implement the corresponding decision-making procedure for the delayed Investment Project.

Chapter V Management and Supervision of the Use of Raised Funds

Article 26 The Company shall strengthen the management and financial supervision of raised funds. The finance department of the Company shall establish a ledger for the allocation of raised funds, and the finance department of unit using raised funds shall establish a ledger for the use of raised funds, which shall set out in detail the opening bank to which raised funds deposit, account number, deposited amounts, projects using raised funds, details of use and corresponding amounts, use date, corresponding accounting document numbers, corresponding contracts and approval procedures, etc., so as to reflect the spending of raised funds and the investments of projects using raised funds.

The audit department of the Company shall check the deposit and use of raised funds at least every six months, and report the checking results to the audit committee of the board of directors in a timely manner. In the event that the audit committee of the board of directors is of the view that there are material non-compliance and material risks in the management of the Company’s raised funds or the audit department of the Company fails to submit a report on the checking results in accordance with the provisions of the preceding paragraph, it shall report to the board of directors on a timely basis. The board of directors shall report to the Shanghai Stock Exchange after receiving the report of the audit committee and make an announcement in a timely manner. The contents of the announcement shall include the material non-compliance and material risks in management of raised funds, consequences caused or likely to be caused and measures taken or to be taken.

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MANAGEMENT MEASURES FOR RAISED FUNDS

APPENDIX VI

Article 27 The board of directors of the Company shall comprehensively check the progress of the raised funds investment project every half year, and issue the Special Report on the Deposit and Actual Use of the Raised Funds of the Company (hereinafter referred to as the “Special Report on Raised Funds”).

In case of a discrepancy between the actual progress of raised funds investment project and the investment plan, the Company shall set out the specific explanations in the Special Report on Raised Funds. If idle raised funds are used for product investments in the current period, the Company shall, in the Special Report on Raised Funds, disclose the gains for the current reporting period, closing investment shares, contracted parties, product names, terms and other information.

The Special Report on Raised Funds shall be subject to consideration and approval by the board of directors and the supervisory committee, and shall be openly disclosed in a timely manner after submitting to the board of directors for consideration. The Company shall engage an accounting firm to issue an assurance report on the deposit and use of raised funds during annual audit, and the report shall be submitted to the Shanghai Stock Exchange when the annual report is disclosed, and published on the website of the Shanghai Stock Exchange at the same time.

After the end of each fiscal year, the board of directors of the Company shall disclose the special verification report issued by the sponsor or the independent financial adviser and the concluding opinions of the assurance report of the accounting firm in the Special Report on Raised Funds.

Article 28 The independent non-executive directors of the Company, the audit committee and the supervisory committee of the board shall keep an eye on the actual management and use of raised funds. More than half of the independent non-executive directors may engage an accounting firm to conduct a special audit on the deposit and use of the raised funds and issue an assurance report thereon. In this regard, the Company shall offer active cooperation and shall bear the necessary expenses. The board of directors shall make an announcement in a timely manner after receiving the assurance report from such accounting firm. If it is believed in the assurance report there is any violation of the provisions on the management of the raised funds, the board of directors shall also timely disclose the violation in the deposit and use of the raised funds, the consequences caused or likely to be caused thereby, and the measures taken or to be taken.

Article 29 The Company shall establish and implement an investment re-evaluation system for the investment projects. If material changes occur in macro conditions, the Company shall engage experts to conduct re-verification and assessment on the investment projects, propose on a timely basis to terminate investment where it is unadvisable to maintain such investment, and submit the same to the board of directors of the Company for consent before seeking for approval at the general meeting, and announce promptly after such resolution has been passed by the board.

Article 30 Upon completion of the fixed asset projects invested with the proceeds, the board of directors of the Company shall entrust the competent department of the projects to organize associated organisations to carry out acceptance, delivery and subsequent evaluation of the projects in accordance with the relevant procedures and formalities.

Article 31 The accounting and management of the current asset projects invested with the proceeds shall be carried out by the finance department in accordance with the relevant capital management system.

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MANAGEMENT MEASURES FOR RAISED FUNDS

APPENDIX VI

Chapter VI Supplementary Provisions

Article 32 Unless otherwise expressly stated, the terms “no less than”, “within” and “before” stated in these measures include the underlying number while “beyond” and “less than” do not include the underlying number.

Article 33 These measures shall become effective from the date of approval by the general meeting. The former Management Measures for Raised Funds shall be rescinded upon these measures becoming effective.

Article 34 These measures shall be interpreted by the board of directors.

— VI-12 —

NOTICE OF 2022 THIRD EXTRAORDINARY GENERAL MEETING

APPENDIX VII

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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 2022 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2022 third extraordinary general meeting (the “ EGM ”) of Shandong Gold Mining Co., Ltd. (the “ Company ”) will be held at the conference room of the Company, No. 2503, Jingshi Road, Licheng District, Jinan, Shandong Province, the PRC at 9:30 a.m. on Tuesday, 22 November 2022 for the purpose of considering and, if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

To approve the resolution on amendments to the articles of association
To approve the resolution on the amendments to Procedure for the General Meeting of Shareholders
To approve the resolution on the amendments to Rules of Procedure for the Board of Directors
To approve the resolution on the amendments to Rules of Procedure for the Supervisory Committee

ORDINARY RESOLUTIONS

To approve the resolution on the amendments to Management System for Related Party Transactions
To approve the resolution on the amendments to Decision-making System for External Guarantees
To approve the resolution on the amendments to Management Measures for Raised Funds

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

Jinan, the PRC 3 November 2022

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 Hang, 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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NOTICE OF 2022 THIRD EXTRAORDINARY GENERAL MEETING

APPENDIX VII

Notes:

Holders of the Company’s H Shares should note that the register of members of the Company will be closed from Thursday, 17 November 2022 to Tuesday, 22 November 2022 (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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Wednesday, 16 November 2022. H Shareholders whose names appear on the H shares register of members of the Company at the close of business on Wednesday, 16 November 2022 are entitled to attend with their identity cards or passports and vote at the EGM. 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.
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.
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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for H shareholders only) not later than 24 hours before the time appointed for the holding of the EGM (i.e. before 9:30 a.m. on Monday, 21 November 2022). Completion and return of the proxy form will not affect the rights of the shareholders to attend and vote at the EGM in person.
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.
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.
Directors, supervisors and senior management of the Company and the witnessing lawyers and other relevant personnel employed by the Company will attend the EGM.

— VII-2 —

Original Articles	Original Articles	Amended Articles	Amended Articles
Article 187		Article 187
The	general manager, who reports to the board	The	general manager, who reports to the board
of directors, may exercise his/her powers:		of directors, may exercise his/her powers:
(I)	to manage the production, operation and	(I)	to manage the production, operation and
	administration of the Company and report		administration of the Company and report
	to the board of directors;		to the board of directors;
(II)	to arrange for the implementation of the	(II)	to arrange for the implementation of the
	resolutions of the board of directors, the		resolutions of the board of directors, the
	Company’s annual operation plans and		Company’s annual operation plans and
	investment proposals;		investment proposals;
(III)	to formulate proposals for the	(III)	to formulate proposals for the
	establishment of the Company’s internal		establishment of the Company’s internal
	management organs;		management organs;
(IV)	to formulate the fundamental management	(IV)	to formulate the fundamental management
	system of the Company;		system of the Company;
(V)	to formulate the Company’s specific rules	(V)	to formulate the Company’s specific rules
	and regulations;		and regulations;
(VI)	to recommend the appointment or	(VI)	to recommend the appointment or
	dismissal of any deputy manager and any		dismissal of any deputy manager and any
	financial officer of the Company by the		financial officer of the Company by the
	board of directors;		board of directors;
(VII)	to appoint or dismiss management	(VII)	to appoint or dismiss management
	personnel (other than those required to be		personnel (other than those required to be
	appointed or dismissed by the board of		appointed or dismissed by the board of
	directors); and		directors); and
(VIII)	to exercise any other authority granted by	(VIII)	to exercise any other authority granted by
	these Articles of Association or the board		these Articles of Association or the board
	of directors.		of directors.

AI assistant

Shandong Gold Mining Co., Ltd. — Proxy Solicitation & Information Statement 2022

50168_rns_2022-11-02_2d2b86c6-912f-4749-98bb-9dd9ec1267bf.pdf

SHANDONG GOLD MINING CO., LTD. 山東黃金礦業股份有限公司

1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; 2) PROPOSED AMENDMENTS TO THE GOVERNANCE SYSTEMS; AND 3) NOTICE OF 2022 THIRD EXTRAORDINARY GENERAL MEETING

DEFINITIONS

DEFINITIONS

SHANDONG GOLD MINING CO., LTD. 山東黃金礦業股份有限公司

Executive Directors:

Non-executive Directors:

Registered office and headquarters in the PRC:

Independent Non-executive Directors:

Principal place of business in Hong Kong:

1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; 2) PROPOSED AMENDMENTS TO THE GOVERNANCE SYSTEMS; AND 3) NOTICE OF 2022 THIRD EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

LETTER FROM THE BOARD

Original Articles Article 69

Article 70

Article 70

Original Articles Article 75

Amended Articles

Article 75

Original Articles

Article 76

Article 78

Article 78

Original Articles Article 85

Amended Articles Article 85

Original Articles

Article 113

Amended Articles

Article 113

Original Articles

Article 152

Article 152

Original Articles

Amended Articles

Article 178

Article 178

Article 185

Article 185

Original Articles Article 207

Original Articles

Amended Articles

LETTER FROM THE BOARD

Original Articles

Amended Articles

Article 286

Article 286

3. PROPOSED AMENDMENTS TO THE GOVERNANCE SYSTEMS

4. EGM

5. CLOSURE OF REGISTER OF MEMBERS

6. VOTING

7. RECOMMENDATION

8. RESPONSIBILITY STATEMENT

9. GENERAL INFORMATION

COMPARISON TABLE OF RULES OF PROCEDURE FOR THE SHAREHOLDERS’ MEETINGS OF SHANDONG GOLD MINING CO., LTD.

Current Articles

Amended Articles

Current Articles

Amended Articles

Current Articles

Amended Articles

Current Articles

Amended Articles

Current Articles

Amended Articles

Current Articles

Amended Articles

Current Articles

Amended Articles

Current Articles

Amended Articles

Current Articles

Amended Articles

Current Articles

Amended Articles

Current Articles

Amended Articles

Shandong Gold Mining Co., Ltd. Proxy Solicitation & Information Statement 2022

Article 19 22 Statistics of Voting Results

Article 29 36 Signature of Directors