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

Jul 11, 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.

==> picture [64 x 70] intentionally omitted <==

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 NON-PUBLIC ISSUANCE OF NEW A SHARES UNDER SPECIFIC MANDATE

2) NOTICE OF 2022 SECOND EXTRAORDINARY GENERAL MEETING AND 2022 FIRST H SHARES CLASS MEETING

A notice convening the 2022 second extraordinary general meeting (the “ EGM ”) and a notice convening the 2022 first class meeting for holders of H Shares (the “ H Shares Class Meeting ”) 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 10:00 a.m. on Friday, 29 July 2022 and on Friday, 29 July 2022 immediately after the conclusion of the 2022 first class meeting for holders of A Shares of the Company are set out on pages V-1 to VI-3 of this circular.

The proxy forms for use in connection with the EGM and H Shares Class Meeting are enclosed herewith. The proxy forms are also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company’s website (http://www.sdhjgf.com.cn).

Any shareholder(s) of the Company (the “ Shareholders ”) entitled to attend and vote at the EGM and the H Shares Class Meeting are entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company. If you intend to appoint a proxy to attend the EGM and the H Shares Class Meeting and vote on your behalf, you are requested to complete the accompanying proxy forms in accordance with the instructions printed thereon and return them by hand, by post or by facsimile to the Company’s H share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for H Shareholders only) as soon as possible and in any event not later than 24 hours before the time appointed for the holding of the EGM and the H Shares Class Meeting or any adjournment thereof (as the case may be) (i.e. before 10:00 a.m. on Thursday, 28 July 2022). Completion and return of the proxy forms will not preclude you from attending and voting at the EGM and the H Shares Class Meeting or any adjournment hereof should you so wish.

12 July 2022

CONTENTS

				Page
Definitions . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			. . . . . . . . . . .	3
Appendix I	—	Feasibility Analysis Report on the Use of Proceeds from
		the Non-public Issuance of A Shares . . . . . . . . . . . .	. . . . . . . . . . .	I-1
Appendix II	—	Report on the Use of Previous Proceeds . . . . . . . . . . . .	. . . . . . . . . . .	II-1
Appendix III	—	Dilution of Immediate Return Resulting from the Non-public
		Issuance of A Shares and the Remedial Measures and
		Undertakings by Relevant Entities . . . . . . . . . . . . . .	. . . . . . . . . . .	III-1
Appendix IV	—	Shareholders’ Return Plan for the Next Three Years (2022–2024) . . .		IV-1
Appendix V	—	Notice of 2022 Second Extraordinary General Meeting	. . . . . . . . . . .	V-1
Appendix VI	—	Notice of 2022 First H Shares Class Meeting . . . . . . . .	. . . . . . . . . . .	VI-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 Shares Class Meeting” the 2022 first class meeting for the holders of A Shares of the Company to be held on Friday, 29 July 2022;

• “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;

• “Class Meeting(s)” A Shares Class Meeting and/or H Shares Class Meeting;

• “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;

• “CSRC” the China Securities Regulatory Commission;

• “Directors” the directors of the Company;

• “EGM”

• the 2022 second extraordinary general meeting of the Company to be held at 10:00 a.m. on Friday, 29 July 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 Shares Class Meeting”

• the 2022 first class meeting for the holders of H Shares of the Company to be held on Friday, 29 July 2022;

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

— 1 —

DEFINITIONS

• “Hong Kong”

• “Hong Kong Listing Rules”

• “Hong Kong Stock Exchange”

• “Latest Practicable Date”

• “Non-public Issuance”

• “PRC”

• “RMB”

• “SDG Mining (Laizhou)”

• “Securities Law”

• “Share(s)”

• “Shareholders”

• “SSE”

• “SSE Listing Rules”

• “%”

the Hong Kong Special Administrative Region of the PRC;

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;

The Stock Exchange of Hong Kong Limited;

• 7 July 2022, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular;

• the proposed non-public issuance of no more than 624,427,935 (inclusive) new A Shares by the Company to no more than 35 target subscribers;

• the People’s Republic of China;

• Renminbi, the lawful currency of the PRC;

• Shandong Gold Mining (Laizhou) Co., Ltd. (山東黃金礦業

• （萊州）有限公司), a subsidiary of the Company incorporated in the PRC on 27 May 2003;

• Securities Law of the PRC;

• ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company, including A Shares and H Shares;

• A Shareholders and H Shareholders;

• Shanghai Stock Exchange (上海證券交易所);

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; and

per cent.

— 2 —

LETTER FROM THE BOARD

==> picture [64 x 70] intentionally omitted <==

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. Wang Lijun Ms. Wang Xiaoling

Independent Non-executive Directors:

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

Principal place of business in Hong Kong:

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

To the Shareholders

Dear Sir or Madam,

1) PROPOSED NON-PUBLIC ISSUANCE OF NEW A SHARES UNDER SPECIFIC MANDATE 2) NOTICE OF 2022 SECOND EXTRAORDINARY GENERAL MEETING AND 2022 FIRST H SHARES CLASS MEETING

INTRODUCTION

On behalf of the Board, I invite you to attend the EGM and the H Shares Class Meeting to be held at the conference room of the Company, No. 2503, Jingshi Road, Licheng District, Jinan, Shandong Province, the PRC at 10:00 a.m. on Friday, 29 July 2022. The purpose of this circular is to issue the notices of EGM and the H Shares Class Meeting 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 and the H Shares Class Meeting.

PROPOSED NON-PUBLIC ISSUANCE OF NEW A SHARES

(I) Fulfillment of the Conditions for Non-public Issuance of A Shares by the Company

Pursuant to the relevant requirements of laws, regulations and regulatory documents such as the Company Law (Revised in 2018), the Securities Law (Revised in 2019), the Administrative Measures for

— 3 —

LETTER FROM THE BOARD

the Issuance of Securities by Listed Companies (Revised in 2020) (《上市公司證券發行管理辦法》（2020 年修訂）), the Implementation Rules for Non-public Issuance of Shares by Listed Companies (revised in 2020) 《上市公司非公開發行股票實施細則》( （2020年修訂）) and the Issuance Regulatory Q&A — Regulations on Guiding and Regulating Financing Activities of Listed Companies (Revised in 2020) 《發行監管問答( — 關於引導規範上市公司融資行為的監管要求》（2020年修訂）), the Board, following item-by-item examination and careful demonstration of the actual situation of the Company with reference to the relevant qualifications and conditions required for non-public issuance of stocks by listed companies, considers that (i) the organization structure of the Company is sound and well-functioning; (ii) its profitability is sustainable; (iii) its financial condition is good, (iv) there were no false records in the financial and accounting documents within the past 36 months, and there was no material legal non-compliance, the Company satisfies all the requirements under the relevant laws, regulations and regulatory documents in relation to the Non-public Issuance of A Shares, and the criteria for the Non-public Issuance of A Shares.

On 2 June 2022, the Board approved and resolved to propose to the Shareholders to consider and, if thought fit, approve the resolution on fulfilment of the conditions for Non-public Issuance of A Shares by the Company at the EGM and the Class Meetings by way of special resolution.

(II) Plan of the Non-public Issuance of A Shares by the Company

The Company proposes to issue no more than 624,427,935 (inclusive) new A Shares to target subscribers by way of non-public issuance, and the proceeds are expected to be no more than RMB9.9 billion (inclusive). The detailed plan of the Non-public Issuance is as follows:

1. Class and Nominal Value of Shares to be Issued

The Shares to be issued under the Non-public Issuance are domestic-listed ordinary shares denominated in Renminbi (A Shares) with a nominal value of RMB1.00 each.

2. Method of Issuance

The Non-public Issuance will be conducted by way of non-public issuance of A Shares to target subscribers, and the Shares will be issued as and when appropriate within the validity period of the approval in respect of the Non-public Issuance to be issued by the CSRC.

3. Target Subscribers and Subscription Method

The target subscribers of the Non-public Issuance will be no more than 35 specific investors. The specific investors shall be securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified foreign institutional investors who meet the requirements of the CSRC and other legal persons, natural persons or other qualified investors who meet the relevant requirements. Where securities investment fund management companies, securities companies, qualified foreign institutional investors, or RMB qualified foreign institutional investors subscribe with more than two funds under its management, it shall be deemed as one target subscriber. Trust investment companies as target subscribers shall only subscribe with their own funds.

The final target subscribers shall be determined by way of bidding in accordance with the relevant regulations, upon obtaining of the approval of the CSRC on the Non-public Issuance. In the event of any new provisions in respect of the target subscribers for the non-public issuance of shares under national laws and regulations, the Company will make adjustments in accordance with the new provisions.

— 4 —

LETTER FROM THE BOARD

All target subscribers shall subscribe for the Shares to be issued under the Non-public Issuance in cash in RMB and at the same price.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, it is expected that none of the connected persons (as defined under the Hong Kong Listing Rules) of the Company will participate in the subscription of the new A Shares to be issued under the Non-public Issuance. If any of the new A Shares under the Non-public Issuance is issued to any connected person of the Company, the Company will comply with relevant requirements under Chapter 14A of the Hong Kong Listing Rules including but not limited to announcement and independent Shareholders’ approval.

4. Issue Price and Pricing Principles

The pricing benchmark date of the Non-public Issuance shall be the first day of the issuance period of the Non-public Issuance. The issue price shall not be lower than the higher of 80% of the average trading price of the A Shares for the 20 trading days preceding the pricing benchmark date (exclusive), and the net assets per Share attributable to ordinary shareholders of the parent company as shown in the latest audited annual accounts of the Company before the Non-public Issuance.

The average trading price of A Shares for the 20 trading days preceding the pricing benchmark date = total trading amount of A Shares for the 20 trading days preceding the pricing benchmark date/total trading volume of A Shares for the 20 trading days preceding the pricing benchmark date. In the event that there are ex-entitlement or ex-dividend activities (such as dividends distribution, bonus issue, rights issue and capitalization issue) causing adjustment to the Share prices for such 20 trading days, the trading prices for the trading days before such adjustment shall be calculated on the basis of the adjusted price caused by the ex-entitlement or ex-dividend activities.

The final issue price under the Non-public Issuance shall be determined by way of bidding by the Board and its authorized persons, under the authorization granted by the Shareholders’ general meeting, through negotiation with the sponsor (the lead underwriter) in compliance with relevant regulations, upon obtaining of the approval of the CSRC on the Non-public Issuance.

5. Number of Shares to be Issued

The number of A Shares to be issued under the Non-public Issuance shall be no more than 624,427,935 (inclusive) Shares and shall not exceed 20% of total issued Shares prior to the Non-public Issuance.

The maximum number of Shares to be issued under the Non-public Issuance shall be adjusted according to relevant regulations in the event of ex-entitlement arising from bonus issue, capitalization issue or change in share capital as a result of the registration of restricted Shares, the exercise of share options or the repurchase and cancellation of Shares, during the period from the date of the resolutions in respect of the Non-public Issuance being approved by the Board to the issuance date.

The final number of the A Shares to be issued under the Non-public Issuance shall be determined by the Board and its authorized persons, under the authorization to be granted by the Shareholders’ general meeting, through negotiation with the sponsor (the lead underwriter) based on the maximum number and issue price approved by the CSRC.

— 5 —

LETTER FROM THE BOARD

6. Amount and Use of Proceeds

The proceeds from the Non-public Issuance shall not exceed RMB9.9 billion (inclusive) which, after deducting the issuance expenses, will be used for the projects below:

Project name SDG Mining (Laizhou) Jiaojia mining area (integration) gold resources development project Repayment of bank loans Total	Total amount of investment 827,313.10 251,713.31 1,079,026.41	Unit: RMB0’000 Amount of proceeds to be invested 738,286.69 251,713.31
		990,000.00

If the actual amount of net proceeds from the Non-public Issuance (after deducting the issuance expenses) is less than the above amount of proceeds to be invested, the Company will, based on the actual amount of net proceeds and subject to relevant laws and regulations, within the scope of the above projects to be funded with the proceeds, adjust and finally determine the specific projects, priority and specific amount of proceeds to be invested to each project according to actual circumstances such as the progress of the projects to be funded with the proceeds and funding requirements. The insufficient portion of proceeds will be funded by the Company’s own funds or through other financing channels.

7. Arrangements with regard to the Retained Profits of the Company before the Non-public Issuance

The retained profits of the Company before the Non-public Issuance shall be shared amongst the new and existing Shareholders upon completion of the Non-public Issuance.

8. Lock-up Period

Upon completion of the Non-public Issuance, the Shares subscribed for shall not be transferred during 6 months from the date of completion of issuance.

9. Place of Listing

The A Shares to be issued under the Non-public Issuance will be listed and traded on the Shanghai Stock Exchange.

10. Period of Validity of the Resolutions on the Non-public Issuance

The resolutions in relation to the Non-public Issuance shall remain valid for 12 months from the date on which relevant resolutions are considered and approved at the EGM, the A Shares Class Meeting and the H Shares Class Meeting.

— 6 —

LETTER FROM THE BOARD

(III) Resolution on the Plan of the Non-public Issuance of A Shares by the Company

The Company has formulated the Plan of the Non-public Issuance of A Shares by Shandong Gold Mining Co., Ltd. in accordance with relevant laws and regulations. The plan provides a brief overview of the Non-public Issuance of A Shares.

On 2 June 2022, the Board approved and resolved to propose to the Shareholders to consider and, if thought fit, approve the resolution on the plan of the Non-public Issuance of A Shares by the Company at the EGM by way of special resolution.

(IV) Feasibility Analysis Report on the Use of Proceeds Raised from the Non-public Issuance of A Shares by the Company

In accordance with the relevant requirements of the Administrative Measures for Issuance of Securities by Listed Companies of the CSRC, the Company has prepared the Feasibility Analysis Report on the Use of Proceeds Raised from the Non-public Issuance of A Shares, full text of which is set out in Appendix I to this circular.

On 2 June 2022, the Board approved and resolved to propose to the Shareholders to consider and, if thought fit, approve the resolution on the feasibility analysis report on the use of proceeds raised from the Non-public Issuance of A Shares by the Company at the EGM by way of special resolution.

(V) Report on the Use of Previous Proceeds

In accordance with the Regulations on the Report on the Use of Previous Proceeds 《關於前次募( 集資金使用情況報告的規定》) issued by the CSRC, if a listed company applies for issuance of securities, and there are previous proceeds which have been received for less than five accounting years, the Board is required to compile a report on the use of previous proceeds and resolve such report, and to submit the report to the Shareholders’ general meeting for approval. An accounting firm shall also issue an assurance report on the report on the use of previous proceeds. Please refer to Appendix II to this circular for details of the Report of Shandong Gold Mining Co., Ltd. on the Use of Previous Proceeds.

On 2 June 2022, the Board approved and resolved to propose to the Shareholders to consider and, if thought fit, approve the resolution on the report on the use of previous proceeds will be approved by way of special resolution.

(VI) Dilution of Immediate Return Resulting from the Non-public Issuance of A Shares by the Company and the Remedial Measures and Undertakings by Relevant Entities

According to the Certain Opinions of the State Council on Further Promoting the Healthy Development of Capital Markets 《國務院關於進一步促進資本市場健康發展的若干意見》( ), Opinions of the General Office of the State Council on Further Strengthening the Protection of Legitimate Rights and Interests of Medium and Small Investors in Capital Markets (《國務院辦公廳關於進一步加強資本市 場中小投資者合法權益保護工作的意見》) and Guiding Opinions on Matters relating to the Dilution of Immediate Return Resulting from Initial Public Offering, Refinancing and Material Asset Restructuring 《關於首發及再融資、重大資產重組攤薄即期回報有關事項的指導意見》( ) of the CSRC, the Company has made analysis on the influence of dilution of immediate return of the Non-public Issuance, and

— 7 —

LETTER FROM THE BOARD

prepared the Dilution of Immediate Return Resulting from the Non-public Issuance of A Shares by the Company and the Remedial Measures and undertakings by relevant entities, full text of which is set out in Appendix III to this circular.

On 2 June 2022, the Board approved and resolved to propose to the Shareholders to consider and, if thought fit, approve the resolution on the dilution of immediate return resulting from the Non-public Issuance of A Shares by the Company and the remedial measures and undertakings by relevant entities at the EGM by way of special resolution.

(VII) Shareholders’ Return Plan for the Next Three Years (2022−2024)

To further enhance the awareness of providing return to the Shareholders and provide sustainable, stable and reasonable investment return to the Shareholders, the Company has formulated the Shareholders’ Return Plan for the Next Three Years (2022−2024), in accordance with the provisions of the Company Law, the Securities Law, the Notice regarding Further Implementation of Cash Dividends Distribution of Listed Companies of the China Securities Regulatory Commission 《中國證券監督管理委員會關於進一步落實上市公司現金分紅有關事項的通知》( ), the Listed Company Regulation Guideline No. 3 — Cash Dividend of Listed Companies (《上市公司監管指引第3號 — 上市公司現金分紅》) and the Articles of Association after taking into full account the actual operation and demand of future development of the Company. The full text of the Shareholders’ Return Plan for the Next Three Years (2022−2024) is set out in Appendix IV to this circular.

On 2 June 2022, the Board approved and resolved to propose to the Shareholders to consider and, if thought fit, approve the resolution on Shareholders’ return plan for the next three years (2022-2024) at the EGM by way of special resolution.

(VIII) Authorization to the Board by the Shareholders’ General Meeting to Deal with the Relevant Matters relating to the Non-public Issuance of A Shares

In accordance with the arrangement of the Non-public Issuance and pursuant to relevant provisions of Company Law, Securities Law and other laws and regulations as well as the Articles of Association, it is proposed that the Board and its authorized persons be authorized by the Shareholders’ general meeting to handle the matters related to the Non-public Issuance at their absolute discretion to the extent permitted by relevant laws, regulations, rules and other normative documents, so as to efficiently and smoothly promote the relevant work of the Non-public Issuance, including but not limited to:

1. To formulate and implement specific plans for the Non-public Issuance within the scope of the approval of the Shareholder’s general meeting to the extent permitted by relevant laws and regulations, normative documents and the Articles of Association, including, amongst others, determination of issuance time, the number of Shares to be issued, the start and end dates of the issuance, pricing principles, pricing benchmark date (subject to changes in pricing principles and pricing benchmark date as a result of amendment or promulgation of relevant new laws, regulations and normative documents), issue price, method of issuance, target subscribers, use of proceeds, specific subscription method, subscription ratio and other matters related to the issue pricing method based on the changes in laws, regulations and policies on non-public issuance of shares and the opinions of regulatory authorities, and in consideration of the actual conditions of the Company and the market;

— 8 —

LETTER FROM THE BOARD

1. To carry out work involved in the projects to be funded with the proceeds from the Non-public Issuance, and to sign material contracts and other relevant legal documents in the implementation of the projects funded with the proceeds from the Non-public Issuance. To adjust or determine specific arrangements for the use of the proceeds within the scope of use of proceeds considered and approved at the Shareholder’s general meeting, and according to the actual progress and capital needs of the projects to be funded with the proceeds from the issuance; according to the actual progress and operational needs of the projects, the Company may first use its self-raised funds to implement the projects to be funded with the proceeds from the issuance before receipt of the proceeds, and replace the funds with the proceeds once received; to make necessary adjustments to the projects to be funded with the proceeds according to relevant laws and regulations, requirements of regulatory authorities and market conditions;

2. To handle matters in relation to the application for the Non-public Issuance, and prepare, amend and submit the application materials for the issuance and listing, according to the requirements of regulatory authorities;

3. To determine to sign, supplement, amend, submit, report and perform all agreements and documents arising in the Non-public Issuance, including but not limited to underwriting agreement, sponsor agreement, agreement to engage intermediaries, share subscription agreement and other legal documents;

4. To open a special deposit account for the proceeds and sign agreements on the management and use of proceeds;

5. To adjust the specific arrangements for the projects to be funded with the proceeds to the extent permitted by laws and regulations and within the scope of the approval of the Shareholder’s general meeting, according to the requirements of the relevant competent authorities and the actual conditions of the market;

6. In case of force majeure, new regulations of the securities regulatory authorities on the non-public issuance of shares or changes in market conditions, to adjust the specific plan for the Non-public Issuance accordingly and continue to handle matters in relation to the Non-public Issuance, including but not limited to adjusting, postponing, suspending or terminating the plan for the Non-public Issuance of A Shares, according to the opinions of regulatory authorities, except for matters which are subject to further voting at the Shareholder’s general meeting under relevant laws, regulations and the Articles of Association;

7. After the completion of the Non-public Issuance, to handle matters including the listing of the Shares for the Non-public Issuance on the Shanghai Stock Exchange, and lock-up of the Shares;

— 9 —

LETTER FROM THE BOARD

1. According to the actual results of the Non-public Issuance, to handle and announce matters including the change in the registered capital of the Company, the amendment to corresponding provisions of the Articles of Association and the industrial and commercial change registration;

2. To handle other matters in relation to the Non-public Issuance which are not covered, to the extent permitted by laws, regulations and the Articles of Association;

3. If the above authorizations involve specific implementation matters to be handled after the approval by securities regulatory authorities for the Non-public Issuance, the authorization is valid from the date of consideration and approval of the resolutions on matters relating to the Non-Public Issuance at the Shareholder’s general meeting of the Company to the date of completion of the implementation matters, while other authorizations are valid for 12 months from the date of consideration and approval at the Shareholder’s general meeting of the Company.

On 2 June 2022, the Board approved and resolved to propose to the Shareholders to consider and, if thought fit, approve the resolution on the grant of authorization to the Board and its authorized persons by the Shareholders’ general meeting to deal with the relevant matters relating to the Non-public Issuance of A Shares at the EGM and Class Meetings, respectively, by way of special resolutions.

(IX) Effect of the Non-Public Issuance on the Shareholding Structure of the Company

For reference and illustration purposes only, assuming that there are no changes to the total issued Shares (excluding the Non-public Issuance) from the Latest Practicable Date to the date immediately preceding the completion of the Non-public Issuance and that subject to the regulatory requirements of the places where the Shares are listed, a maximum of 624,427,935 new A Shares are issued under the Non-public Issuance (which represents approximately 13.96% of the total issued Shares as at the Latest Practicable Date and approximately 12.25% of the enlarged total issued Shares upon completion of the

— 10 —

LETTER FROM THE BOARD

Non-public Issuance), the shareholding structure of the Company as at the Latest Practicable Date and immediately following the completion of the Non-public Issuance is set out as follows:

A Shares Shandong Gold Group Co., Ltd. (山東黃金集團有限公司) Shandong Gold Resources Development Co., Ltd. (山東黃金資源開發有限公司) Shandong Gold Non-ferrous Metal Mine Group Co., Ltd. (山東黃金有色礦業集團有限公司) Shandong Gold Group Qingdao Gold Co., Ltd. (山東黃金集團青島黃金有限公司) SDG (Beijing) Industry Investment Co., Ltd. (山東黃金（北京）產業投資有限公司) Public A Shareholders Total number of A Shares H Shares Public H Shareholders Total number of H Shares Total	As at the Latest Practicable Date Number of Shares Approximate percentage of the total issued Shares2 1,694,069,251 37.87% 194,872,049 4.36% 115,477,482 2.58% 31,467,157 0.7% 3,257,045 0.07% 1,575,300,363 35.22% 3,614,443,347 80.80% 858,986,178 19.20% 858,986,178 19.20% 4,473,429,525 100.00%	Immediately following the completion of the Non-public Issuance Number of Shares Approximate percentage of the enlarged total issued Shares2 1,694,069,251 33.23% 194,872,049 3.82% 115,477,482 2.27% 31,467,157 0.62% 3,257,045 0.06% 2,199,728,2981 43.15% 4,238,871,282 83.15% 858,986,178 16.85% 858,986,178 16.85% 5,097,857,460 100.00%	Immediately following the completion of the Non-public Issuance Number of Shares Approximate percentage of the enlarged total issued Shares2 1,694,069,251 33.23% 194,872,049 3.82% 115,477,482 2.27% 31,467,157 0.62% 3,257,045 0.06% 2,199,728,2981 43.15% 4,238,871,282 83.15% 858,986,178 16.85% 858,986,178 16.85% 5,097,857,460 100.00%
			83.15%
			16.85%
			16.85%
			100.00%

Notes:

1. It is expected that all of the maximum of 624,427,935 new A Shares to be issued under the Non-public Issuance will be held by public Shareholders.

2. The percentages listed in the above table are all rounded to two decimal places.

— 11 —

LETTER FROM THE BOARD

(X) Public Float

According to the public information available to the Company and to the best of the Directors’ knowledge, as at the Latest Practicable Date, approximately 54.42% of the total issued A Shares and H Shares were held by the public, among which, the H Shares public float was approximately 19.20%.

Assuming that there are no changes to the total issued Shares (excluding the Non-public Issuance) from the Latest Practicable Date to the date immediately preceding the completion of the Non-public Issuance, and all of the maximum of 624,427,935 new A Shares to be issued under the Non-public Issuance are held by public Shareholders, immediately after the completion of the Non-public Issuance, the total public float in respect of the A Shares and H Shares as a whole will be 60%, among which, the H Shares public float will be approximately 16.85%. The Board expects that the Company would still be able to maintain sufficient public float to meet the minimum requirement of the Hong Kong Listing Rules.

(XI) Equity Fund Raising Activities in the Past Twelve Months

The Company did not conduct any equity fund raising activities during the past twelve months immediately before the Latest Practicable Date.

(XII) Reasons for and Benefits of the Non-Public Issuance

1. Raising funds to implement the requirements of governments at all levels in Shandong Province in respect of resource integration and overall development to enhance the profitability of the Company

Shandong Province is the largest gold producing province in the PRC, and Shandong Gold is one of the major producers of mine-produced gold in the PRC, ranking among the top in gold production volume for many consecutive years. The Company focuses on the development and utilization of gold mineral resources. By adopting the gold production model of scattered mining and beneficiation and centralized smelting, the Company has been able to better enhance its scale advantage of gold resources in the Laizhou region of the Jiaodong Peninsula with the modern gold production level of the Company.

The proposed SDG Mining (Laizhou) Jiaojia mining area (integration) gold resources development project intends to integrate 14 mineral rights, including Jiaojia Gold Mine, into one mining right, on which basis to consolidate and develop the resources within the integration scope of Jiaojia mining area in a unified manner, with the total investment amount of RMB8,273,131,000 and the construction period of six years. It is expected that the project will have an ore production and processing capacity of 6,600,000 tonnes per year. The implementation entity will have an annual operating income of RMB5,373,430,600 and an annual average net profit after tax of RMB2,113,063,700, with an internal rate of return (after tax) of 20.55% and a payback period of 8.71 years (including the construction period after tax). Therefore, the project has good economic feasibility.

— 12 —

LETTER FROM THE BOARD

2. Optimising financial structure, reducing financial risks, enhancing profitability and maximising Shareholders’ interests

With the expansion of the scale of operation, the Company’s gearing ratio has shown a continuous upward trend. As at the end of 2021 and 31 March 2022, the Company’s gearing ratio was 59.41% and 60.24%, respectively, which exposed the Company to certain financial risks and operating pressure. The proceeds in the amount of RMB2,517,133,100 from the Non-public Issuance are intended to be used to repay bank loans, which will reduce the gearing ratio to some extent, optimise the capital structure, reduce financial pressure, enhance profitability and maximise Shareholders’ interests.

EGM AND H SHARES CLASS MEETING

The EGM and the H Shares Class Meeting are to be held at the conference room of the Company, No. 2503, Jingshi Road, Licheng District, Jinan, Shandong Province, the PRC at 10:00 a.m. on Friday, 29 July 2022 and on Friday, 29 July 2022 immediately after the conclusion of the A Shares Class Meeting respectively. The notices of the EGM and the H Shares Class Meeting are set out in Appendix V and Appendix VI to this circular, respectively.

Any Shareholder entitled to attend and vote at the EGM and the H Shares Class Meeting 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 the H Shares Class Meeting and vote on your behalf, you are requested to complete the accompanying proxy forms in accordance with the instructions printed thereon and return them by hand, by post or by facsimile, to the Company’s H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for H Shareholders only) as soon as possible and in any event not later than 24 hours before the time appointed for the holding of the EGM and the H Shares Class Meeting or any adjournment thereof (as the case may be) (i.e. before 10:00 a.m. on Thursday, 28 July 2022). Completion and return of the proxy forms will not preclude you from attending and voting at the EGM and the H Shares Class Meeting or any adjournment thereof should you so wish.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of ascertaining the Shareholders who are entitled to attend and vote at the EGM and the H Shares Class Meeting, the register of members of the Company will be closed from Tuesday, 26 July 2022 to Friday, 29 July 2022, both dates inclusive, during which period no transfers of Shares will be effected.

In order to qualify to attend and vote at the EGM and the H Shares Class Meeting, all transfer instruments accompanied by the relevant share certificates must be lodged by H Shareholders with the Company’s H Share Registrar, namely, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Monday, 25 July 2022.

— 13 —

LETTER FROM THE BOARD

VOTING

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

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

RECOMMENDATION

The Directors are of the view that the proposed resolutions at the EGM and the H Shares Class Meeting 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 and the H Shares Class Meeting.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in satisfaction of the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

GENERAL INFORMATION

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

By order of the Board Shandong Gold Mining Co., Ltd. Tang Qi

Executive Director and Joint Company Secretary

Jinan, the PRC, 12 July 2022

— 14 —

APPENDIX I FEASIBILITY ANALYSIS REPORT ON THE USE OF PROCEEDS FROM THE NON-PUBLIC ISSUANCE OF A SHARES

I. PLAN FOR USE OF PROCEEDS

The gross proceeds from the Non-public Issuance of A Shares shall not exceed RMB9.9 billion which, after deducting the issuance expenses, is intended to be used for the projects below:

Unit: RMB0’000

No. Project name 1 Shandong Gold Mining (Laizhou) Co., Ltd. Jiaojia mining area (integration) gold resources development project 2 Repayment of bank loans Total	Total amount of investment 827,313.10 251,713.31 1,079,026.41	Amount of proceeds to be invested 738,286.69 251,713.31
		990,000.00

Note: The above amount of proceeds intended to be used has taken into account and deducted the new and proposed financial investments of RMB552,251,700 made by the Company for six months prior to the resolution of the 23rd meeting of the sixth session of the Board until the Issuance.

If the actual amount of net proceeds of Non-public Issuance (after deducting the issuance expenses) is less than the above amount of proceeds to be invested, the Company will, based on the actual amount of net proceeds and subject to relevant laws and regulations, within the scope of the above projects to be funded with the proceeds, adjust and finally determine the specific projects, priority and specific amount of proceeds to be invested to each project according to actual circumstances such as the progress of the projects to be funded with the proceeds and funding requirements. The insufficient portion of proceeds will be funded by the Company’s own funds or through other financing channels.

In order to ensure the smooth progress of projects to be funded with the proceeds and safeguard the interests of all Shareholders, before receiving the proceeds from the Non-public Issuance, the Company may invest in the projects with self-raised funds according to the actual circumstances of the projects to be funded with the proceeds and replace such funds in accordance with the procedures of relevant laws and regulations after receiving the proceeds.

— I-1 —

APPENDIX I FEASIBILITY ANALYSIS REPORT ON THE USE OF PROCEEDS FROM THE NON-PUBLIC ISSUANCE OF A SHARES

II. NECESSITY AND FEASIBILITY ANALYSIS OF THE PROJECTS TO BE FUNDED WITH THE PROCEEDS

• (I) Shandong Gold Mining (Laizhou) Co., Ltd. Jiaojia Mining Area (Integration) Gold Resources Development Project

1. Basic information of the project

In order to implement the gold mineral resources integration plan of the governments at all levels in Shandong Province and Yantai City, the Company took Laizhou Company, its controlling subsidiary, as the integration entity, to consolidate and develop the resources of 14 mining rights including Jiaojia gold mine in a unified manner. The integrated 14 mining rights include 9 mining rights of Jiaojia gold mine, Wang’ershan gold mine, Sizhuang mine area, Matang mine area, Matang II mine area, Dongji mine area, Jincheng gold mine, Zhuguolijia gold mine and Houzhao gold mine, as well as 5 exploration rights of gold mine at deep level and outer rim of southern Jiaojia mine area (general exploration), gold mine at the deep level and outer rim of the Matang II mine area (exploration), gold mine at the northern Houzhao mine area (exploration), gold mine at Nanlv – Xinmu District (exploration) and gold mine at the northern Qianchen – Shangyangjia mine area (exploration). The total investment amount of this project is RMB8,273,131,000 and the construction period of the project is six years.

As at the date of announcement of this plan, Laizhou Company has obtained the mining licenses after the integration of 14 mining rights, including Jiaojia gold mine. Except for Jincheng gold mine and Houzhao gold mine, the assets related to the mining rights within the scope of integration have been attributed to Laizhou Company. The mining rights of Jincheng gold mine substantially belong to Ludi Company, a wholly-owned subsidiary of SDG Group, with which Laizhou Company has signed a leasing agreement in respect of the mining rights of Jincheng gold mine; while the mining rights of the Houzhao gold mine and the assets related thereto substantially belong to Laizhou Jinhui Mining Co., Ltd. (萊州金輝礦業有限公司), and the Company will actively promote the acquisition of mining rights of Houzhao gold mine and assets related thereto in the future.

2. Background of the project

• (1) It’s the future development trend to increase resource integration and development of China’s gold industry

In order to solve the problems of low industrial concentration and resource security in the development of China’s gold industry, in May 2009, the Department of Raw Materials Industry of the Ministry of Industry and Information Technology and the Department of Industrial Coordination of the National Development and Reform Commission jointly organized an expert discussion meeting on the Special Plan for the Development of the Gold Industry (2009-2015) 《黃金工業發展專項規劃( (2009 －2015年)》) and the Industrial Development Policy of the Gold Industry (《黃金工業 產業發展政策》). In September 2009, the Ministry of Land and Resources, the

— I-2 —

FEASIBILITY ANALYSIS REPORT ON THE USE OF PROCEEDS FROM THE NON-PUBLIC ISSUANCE OF A SHARES

APPENDIX I

National Development and Reform Commission, the Ministry of Industry and Information Technology and other ministries and commissions jointly issued the Notice on Further Promoting the Development and Integration of Mineral Resources 《關於進一步推進礦產資源開發整合工作的通知》( ), which clearly put forward the objectives, tasks and basic principles of promoting the development and integration of mineral resources. Under such market environment and industry development background, the major domestic gold industry enterprises have accelerated their development, strengthened resource expansion and integration, improved industrial concentration, and increased their efforts on resource exploration and development and construction of key mining areas, expanding production capacity, reducing costs and improving corporate economic efficiency.

In January 2010, the General Office of the People’s Government of Shandong Province issued the Notice of the General Office of the People’s Government of Shandong Province on Deepening the Development and Integration of Mineral Resources 《山東省人民政府辦公廳關於深化礦產資源開發整合工作的通知》( ) (Lu Zheng Ban Fa [2010] No. 1), proposing to promote the integration of the package exploration with the exploration and development of mineral resources in the province, with optimizing the allocation and layout structure of resources as the main line and the adjustment and reset of mining rights as the focus, to further improve the scale of mine development and give full play to the scale benefits of mineral resources. In July 2021, in order to transform resource advantages into economic advantages, realize the concentration of advantageous resources to leading enterprises, improve mine safety production conditions, and promote the overall coordination and sustainable development of the regional economy, the People’s Government of Shandong Province issued the Approval of the People’s Government of Shandong Province on the Gold Mine Mineral Resources Integration Plan for Eight Districts (Cities) in Yantai City (山東省人民政府關於煙台市8個區（市）金礦礦產資 源整合方案的批覆》) (Lu Zheng Zi [2021] No. 133), agreeing to the gold mine mineral resources integration plan of Yantai City set out in the Request for Approval of the Gold Mine Mineral Resources Integration Plan for Eight Districts (Cities) in Yantai City 《關於呈批煙台市( 8個區（市）金礦礦產資源整合方案的請示》) (Yan Zheng Cheng [2021] No. 7) submitted by the People’s Government of Yantai City, while clarifying: “Adhere to the principle of ‘one entity’, promote the retention of one mining right holder within one integration area and one production and operation entity within one mining right, resolutely put an end to physical integration and false integration, safeguard the legitimate rights and interests of all parties and maintain social stability.” With the support of national and government policies, the integration of mineral resources and the large-scale development and utilization have become the development trend of China’s gold industry.

— I-3 —

FEASIBILITY ANALYSIS REPORT ON THE USE OF PROCEEDS FROM THE NON-PUBLIC ISSUANCE OF A SHARES

APPENDIX I

• (2) As the world’s largest gold consumption market, China has strong demand for gold

With the development of the national economy and the accumulation of residents’ wealth, China’s demand for gold grew rapidly at the beginning of the 21st century, becoming the world’s largest gold consumer, with the exploration resource reserves and gold production rising year by year. In terms of gold resource reserves, there are many types of gold mines in China, with a total of 1,265 mines with proven resource reserves, mainly concentrated in Shandong, Henan, Shaanxi, Hebei and other regions, which together maintain over 45% of the total resource reserves. In recent years, China’s gold industry has realized that the increased resource reserves by exploration are greater than the those consumed by production for many years, and the overall situation is sound. The China Gold Yearbook 2021 《中國黃金年鑒( 2021》) released by the China Gold Association shows that China’s gold resources have grown steadily year by year in recent years, and according to the new resource reserves classification standard, the national gold resources amounted to 14,727.16 tonnes by the end of 2020. China’s gold resources have achieved growth for 15 consecutive years and exceeded the 10,000-tonne mark for five consecutive years.

In terms of supply and demand, domestic gold production declined in volume while consumption rebounded significantly in 2021. The latest statistics of the China Gold Association shows that, the gold produced with domestic raw materials in 2021 was 328.98 tonnes, representing a year-on-year decrease of 36.36 tonnes or 9.95% as compared with that of 2020. Among them, the gold mine-produced gold was 258.09 tonnes, and the non-ferrous by-products was 70.89 tonnes. In addition, the gold produced from imported raw materials was 114.58 tonnes in 2021. If this part was added, the nationwide gold production was 443.56 tonnes in total, representing a year-on-year decrease of 7.50%. The nationwide actual gold consumption was 1,120.90 tonnes in 2021, representing an increase of 36.53% as compared with the same period of 2020, which included: gold jewelry of 711.29 tonnes, representing an increase of 44.99% as compared with the same period of 2020; gold bars and gold coins of 312.86 tonnes, representing an increase of 26.87% as compared with the same period of 2020; industrial and other gold products of 96.75 tonnes, representing a year-on-year increase of 15.44%.

As gold has the dual properties of general commodities and currency, it is a scarce global strategic resource that can be used in jewelry and industrial fields, as well as for investment and central bank reserves in various countries, and has an irreplaceable role in responding to the financial crisis and safeguarding national economic security. In the past two years, due to the adverse effect of the global COVID-19 pandemic, consumer demand has been significantly impacted, and the demand for gold jewelry commodities as optional consumer goods has declined significantly, while the overall demand for gold in the investment category has increased. At present, China has become the world’s largest gold consumption market, with gold consumption remaining the top in the world for many years, and has also become the world’s leading market for gold bars and gold coins in terms of scale.

— I-4 —

APPENDIX I FEASIBILITY ANALYSIS REPORT ON THE USE OF PROCEEDS FROM THE NON-PUBLIC ISSUANCE OF A SHARES

3. Necessity analysis of the project

• (1) It is conducive to the comprehensive utilization of mine resources and the control of mine development costs through the integration of mine resources

Among the 14 mining rights within the integration scope, Jiaojia, Wang’ershan, Sizhuang, Matang mine area, Matang II mine area, Dongji and Houzhao are all established mines, while the others are unbuilt mines, involving ore bodies with a total length of approximately 6.7km in a north-south direction and a maximum burial depth of approximately 1,150m, which bring mining difficulties and engineering complexities. By integrating the mining areas and existing works in the Jiaojia gold mine belt, combined with unified planning, large-scale development, standardised operation and centralised management, the current problem of multiple exploitation sites and repeated mining operations in a single mine in the Jiaojia gold mine belt can be effectively solved. Among them, due to the small production scale and shallow mining depths of Matang, Matang II, Dongji and Houzhao, the production system is no longer retained, the existing single rope hoisting system is no longer used, and the existing sinking and driving engineering can be used as emergency safety exits and air inlet channels after integration if the safety is ensured after demonstration; Wang’ershan gold mine is located in the northeast of the integration area and is relatively independent, thus it still retains its existing production systems such as ventilation system, drainage system, water supply and air supply system. Only the ore transportation is transferred to the integrated north area by the through tunnel, and the ore hoisting shaft in the north area is used to lift the ore directly to the surface and send to the Jiaojia processing plant. In addition, in order to make full use of the existing production and living facilities and reduce the transportation distance of ore, this integration will be centred on the processing industrial site at former Jiaojia gold mine to form a new processing industrial site to mainly serve the northern area of the integrated mine; and it will be centred on the Sizhuang industrial site in combination with the processing industrial site of former Zhuguolijia mining rights to form a new processing industrial site to mainly serve the southern area of the integrated mine.

Upon completion of this integration, by making full use of the existing production systems and production and living facilities in the established mining areas, the Company can not only reduce construction costs and realize the control of mine development costs, but also drive the transformation and improvement of supporting environmental protection facilities and management levels in various mines, so that the resources of the Jiaojia gold mine will be fully and reasonably developed after the integration and construction.

— I-5 —

FEASIBILITY ANALYSIS REPORT ON THE USE OF PROCEEDS FROM THE NON-PUBLIC ISSUANCE OF A SHARES

APPENDIX I

• (2) It is conducive to the expansion of the Company’s production scale and resource reserves and the use of synergies to enhance the Company’s asset scale and profitability

Gold resource reserves determine the future development potential and space of gold enterprises. This mine resource integration project takes Jiaojia gold mine of Shandong Gold Mining (Laizhou) Co., Ltd. as the subject, with an integration area of 18.507km[2] and a mining depth of +150m to -1,880m elevation. The integrated area is dotted with large and medium-sized mines, including Jiaojia, Wang’ershan, Dongji and Matang gold mines, and the gold mining industry is very developed. The mine area maintains 126,114,500 tonnes of resources, with an average grade of 3.51 g/t Au and 442.24 tonnes of gold metal; the designed utilization of resources is 107,018,300 tonnes, with an average grade of 3.51 g/t Au and the designed resource utilization rate of 99.6%.

Upon completion of this project, the ore production and processing capacity will reach 6.6 million tonnes/year with an average grade of 3.04 g/t; the average annual gold flotation concentrate produced will reach 290,060 tonnes with a gold content of 18,854.14 kg upon reaching the production capacity, which is higher than the mineral output and gold content before the integration.

The integration of the mine resources will help further expand the Company’s gold resource reserves and production capacity, and improve the Company’s core competitiveness. At the same time, the integration will help the Company to bring into play the overall synergistic effect of resource development and utilization, strengthen the Company’s sustainable operating capability, facilitate the Company to accelerate its production capacity and performance, further expand the overall asset size of the Company and enhance its profitability.

4. Feasibility analysis of the project

• (1) The mine area has good mining and transportation conditions

The mine area within the integration scope of this project is located approximately 27km northeast of Laizhou City, and its Laizhou-Zhaoyuan area is a rare mega gold-rich area in the world, with the highest gold reserves and production in China. The mine area is located in the transition zone between low hills and coastal plains, the eastern part is a hilly area with the highest point being Wang’ershan at an altitude of +177.39m; while the western part is a coastal plain with ground elevation ranging from +6m to +40m, the terrain is relatively flat and the overall terrain is stable and suitable for mining and construction. The mine area is surrounded by national highways G206 and G228, and is close to transport hubs such as the Dalailong Railway, Laizhou Port and Longkou Port, with convenient traffic and good transport conditions.

— I-6 —

APPENDIX I FEASIBILITY ANALYSIS REPORT ON THE USE OF PROCEEDS FROM THE NON-PUBLIC ISSUANCE OF A SHARES

• (2) The mine area is rich in mineral resources and has good prospects for economic benefits

According to the appraised mineral resource reserves evaluation report, Verification Report on the Gold Mine Resource Reserves in Jiaojia Mining Area (Integrated) in Laizhou City, Shandong Province 《山東省萊州市焦家礦區（整合）( 金礦資源儲量核實報告》) (Lu Kuang He Shen Jin Zi [2021] No. 12), as at 31 December 2020, the mineral reserves within the scope of this integration amounted to 126,114,500 tonnes, with an average grade of 3.51 g/t Au and 442.24 tonnes of gold metal. According to the feasibility study report, this project will have an ore production and processing capacity of 6,660,000 tonnes per year upon reaching its production capacity. The implementation entity will realize an operating income of RMB5,373,430,600 and an annual average net profit after tax of RMB2,113,063,700, with an internal rate of return (after tax) of 20.55% and a payback period of 8.71 years (including the construction period after tax). Therefore, the project has good economic feasibility.

5. Investment estimates of the project

The total investment amount of this project is RMB8,273,131,000, details of which are as follows:

No. Investment project 1 Construction investment 2 Preparatory fees 3 Initial working capital Total investment	Amount (RMB0’000) 738,286.69 75,210.28 13,816.13 827,313.10	Percentage of investment 89.24% 9.09% 1.67%
		100.00%

6. Implementation entity of the project

The implementation entity of this project is Laizhou Company, a controlling subsidiary of the Company.

7. Implementation time and schedule of the project

The construction period for this project is six years.

— I-7 —

FEASIBILITY ANALYSIS REPORT ON THE USE OF PROCEEDS FROM THE NON-PUBLIC ISSUANCE OF A SHARES

APPENDIX I

8. Economic benefit analysis

After the project reaches production, the ore mining and production capacity will reach 6.6 million tonnes/year, the annual operating income of the implementation entity will reach RMB5,373,430,600, and the average annual net profit after tax will amount to RMB2,113,063,700. The internal rate of return (after tax) of the project is 20.55% and the payback period is 8.71 years (including the construction period after tax), which has good economic benefits.

9. Approvals for the project

For this investment project, Shandong Gold Mining (Laizhou) Co., Ltd. Jiaojia mining area (integration) gold resources development project, Laizhou Company has obtained the mining license (Certificate No.: C1000002011024120106483) issued by the Department of Natural Resources of Shandong Province in relation to “Jiaojia mining area of Shandong Gold Mining (Laizhou) Co., Ltd”.

The Company has obtained the “Approval of Environmental Impact Report on the Development and Utilization of Gold Mine Resources in Jiaojia Mining Area (Integration) in Laizhou City, Shandong Province” 《關於對山東省萊州市焦家礦區（整合）金礦資源開( 發利用環境影響報告書的批覆》) (Yan Huan Shen [2022] No. 8) issued by Yantai Ecological Environment Bureau in relation to the “gold resource development and utilization project of Jiaojia mining area (integration) in Laizhou City, Shandong Province”.

The “Project of Development and Utilization of Gold Resources in Jiaojia Mining Area (Integration) in Laizhou City, Shandong Province” still needs to obtain project approval from Shandong Provincial Development and Reform Commission, which is in progress.

(II) Repayment of Bank Loans

1. Basic information of the project

The Company intends to use the proceeds from the Non-public Issuance of RMB2,517,133,100 to repay bank loans to further optimize the capital structure of the Company, reduce the gearing ratio, enhance the Company’s sustainable profitability and achieve long-term sustainable development of the Company.

2. Necessity analysis of the project

In recent years, the Company's financing channels have been dominated by debt financing, resulting in the Company's relatively high gearing ratio. As at 31 December 2021, the current ratio and quick ratio of the Company were 0.41 and 0.32 respectively, and the gearing ratio was 59.41%. Therefore, the Company’s capital structure needs to be optimized urgently. At the same time, with the promulgation of the Opinion on Vigorous and Steady Deleveraging of Enterprises (《關於積極穩妥降低企業槓桿率的意見》) (Guo Fa [2016] No.

— I-8 —

FEASIBILITY ANALYSIS REPORT ON THE USE OF PROCEEDS FROM THE NON-PUBLIC ISSUANCE OF A SHARES

APPENDIX I

54), Guiding Opinions on Strengthening the Asset and Liability Constraints of State-owned Enterprises 《關於加強國有企業資產負債約束的指導意見》( ) and other documents, relevant requirements for the reduction of leverage of state-owned enterprises have been put forward. Part of the proceeds will be used to repay bank loans, which will help reduce the Company’s financial risks, optimize its capital structure, improve the risk resistance capacity and provide a strong guarantee for the Company’s future sustainable development.

3. Feasibility analysis of the project

The use of part of the proceeds to repay bank loans will effectively relieve the Company’s debt servicing pressure and improve its overall operating efficiency, which is also in line with the national general policy guidance on the reduction of gearing ratio of state-owned enterprises. The use of the proceeds from the Non-public Issuance to repay bank loans complies with the requirements of relevant policies, laws and regulations, and the plan is practical and feasible.

III. IMPACT OF THE ISSUANCE ON THE COMPANY’S OPERATION, MANAGEMENT AND FINANCIAL POSITION

(I) Impact of the Issuance on the Company’s Operation and Management

The proceeds from the Issuance will be used for Shandong Gold Mining (Laizhou) Co., Ltd. Jiaojia mining area (integration) gold resources development project and repayment of bank loans. The investment projects are in line with the national industrial policy and the Company’s future development strategy, and have good development prospects and economic benefits. The implementation of projects to be funded with the proceeds will help the Company to further expand the production scale and resources reserve, which will have a positive impact on the market competitiveness of the Company and will help to enhance the Company’s sustainable profitability and risk resistance capacity, which is in line with the interests of the Company and all Shareholders.

(II) Impact of the Issuance on the Company’s Financial Position

After receipt of the proceeds, the total assets and net assets of the Company will be increased and the capital strength of the Company will be enhanced; at the same time, the gearing ratio of the Company will be reduced and the capital structure will be optimized, which is conducive to reducing the financial risks.

After receipt of the proceeds, the total share capital of the Company will be increased immediately, which will cause certain dilution to the immediate return of the Company in the short term. However, with the gradual advancement of the projects to be funded with the proceeds and the gradual release of economic benefits, the profitability of the Company will be further improved and the overall performance level will be further enhanced.

— I-9 —

APPENDIX I FEASIBILITY ANALYSIS REPORT ON THE USE OF PROCEEDS FROM THE NON-PUBLIC ISSUANCE OF A SHARES

IV. CONCLUSION ON THE FEASIBILITY OF THE ISSUANCE

The projects to be funded with the proceeds comply with the relevant national industrial policies and the overall development strategy of the Company in the future, and have good market prospects and economic benefits, which is conducive to expanding the production scale and resource reserves of the Company, improving the capital structure of the Company, reducing financial risks, enhancing sustainable profitability and improving the overall competitiveness of the Company. In summary, the projects to be funded with the proceeds have good feasibility and are in line with the interests of the Company and all Shareholders.

The Board of Shandong Gold Mining Co., Ltd. 2 June 2022

— I-10 —

REPORT ON THE USE OF PREVIOUS PROCEEDS

APPENDIX II

SHANDONG GOLD MINING CO., LTD. REPORT ON THE USE OF PREVIOUS PROCEEDS

In accordance with the Regulations on the Report on the Use of Previous Proceeds 《關於前次募( 集資金使用情況報告的規定》) (Zheng Jian Fa Xing Zi [2007] No. 500) issued by the China Securities Regulatory Commission, Shandong Gold Mining Co., Ltd. (the “ Company ”) has prepared the report on the use of previous proceeds as at 31 December 2021 as follows:

I. BASIC INFORMATION ON THE PREVIOUS PROCEEDS

(I) Basic information on the proceeds from issuance of A Shares

1. Actual amount and receipt of the proceeds

With the approval of the China Securities Regulatory Commission under the Reply on Approval of the Issuance of Shares to Shandong Gold Group Co., Ltd., and others for Purchase of Assets and Raising Proceeds by Shandong Gold Mining Co., Ltd. (《關於核准山 東黃金礦業股份有限公司向山東黃金集團有限公司等發行股份購買資產並募集配套資金 的批覆》) (Zheng Jian Xu Ke [2015] No. 2540), the Company, while issuing shares to acquire assets, carried out a non-public issuance of shares on a locked-price basis to the five specific investors, namely Shandong State-owned Assets Investment Holdings Co., Ltd. (“ Shandong State-owned Investment ”), Qianhai Kaiyuan Fund Management Company Limited (“ Qianhai Kaiyuan ”), SDG Capital Management Co., Ltd. (“ SDG Capital Management ”), Yantai City Jinmao Mining Co., Ltd. (“ Jinmao Mining ”) and the First Employee Shareholding Scheme of Shandong Gold, for the purpose of raising project supporting funds. As at 29 September 2016, Shandong State-owned Investment, Qianhai Kaiyuan, SDG Capital Management, Jinmao Mining and the First Employee Shareholding Scheme of Shandong Gold have all paid their share subscription funds. The number of shares issued under the non-public issuance for raising the project supporting funds was 117,425,346 shares, aiming to raise a total of RMB1,679,182,447.80. After deducting the financial advisory fee and underwriting fee of RMB36,360,000.00, we have received RMB1,642,822,447.80 in our accounts.

The above-mentioned proceeds have been deposited in four dedicated accounts, namely Jinan Hualong Road Sub-branch of China Merchants Bank Co., Ltd. (account number: 531900059310107), Shandong Province Branch of Bank of Communications Co., Ltd. (account number: 371618000018800017859), Jinan Minghu Sub-branch of Agricultural Bank of China Co., Ltd. (account number: 15153101040027808), and Jinan Zhenzhuquan Sub-Branch of China Construction Bank Co., Ltd. (account number: 37050161680109555666). The deposit of the above-mentioned proceeds has been verified by Beijing Tianyuanquan Certified Public Accountants (Special General Partnership) (note: renamed as TianYuanQuan Certified Public Accountants (Special General Partnership) as approved in August 2019), with a capital verification report (Tian Yuan Quan Yan Zi [2016] No. 000040) issued thereon.

— II-1 —

REPORT ON THE USE OF PREVIOUS PROCEEDS

APPENDIX II

2. Deposit and management of the proceeds

In order to regulate the management and utilization of the Company’s proceeds and improve its use efficiency, in accordance with the Company Law of the People’s Republic of China 《中華人民共和國公司法》( ), the Securities Law of the People’s Republic of China 《中華人民共和國證券法》( ) and other relevant laws, regulations and normative documents, as well as the provisions of the Articles of Association of Shandong Gold Mining Co., Ltd. 《山東黃金礦業股份有限公司章程》( ), and taking into account the actual situation of the Company, the Management System for the Proceeds of Shandong Gold Mining Co., Ltd. 《山東黃金礦業股份有限公司募集資金管理制度》( ) (the “ Management System ”) has been formulated.

The Company and CITIC Securities Co., Ltd. (“ CITIC Securities ”), the independent financial adviser and the lead underwriter, have separately entered into the Tripartite Supervision Agreement for the Special Deposit Account of Proceeds (the “ Tripartite Supervision Agreement ”) with Jinan Branch of China Merchants Bank Co., Ltd., Shandong Branch of Bank of Communications Co., Ltd., Jinan Zhenzhuquan Sub-Branch of China Construction Bank Co., Ltd. and Jinan Minghu Sub-branch of Agricultural Bank of China Co., Ltd. (the “ Depository Banks for Special Deposit Account of Proceeds ”). A special bank account has been opened with each of the above-mentioned banks for the exclusive deposit of the proceeds. The Tripartite Supervision Agreement specifies the rights and obligations of the parties, which do not have material differences from the sample tripartite supervision agreement of the Shanghai Stock Exchange. There is no problem in the implementation of the Tripartite Supervision Agreement by the Company.

The Company and CITIC Securities, the independent financial adviser and the lead underwriter, have entered into the Quadripartite Supervision Agreement for the Special Deposit Account of Proceeds (the “ Quadripartite Supervision Agreement ”) with Shandong Gold Mining (Linglong) Co., Ltd., Zhaoyuan Sub-branch of Hengfeng Bank and Zhaoyuan Sub-branch of China Everbright Bank (the “ Depository Banks for Special Deposit Account of Proceeds ”). A special bank account has been opened with each of the above-mentioned banks for the exclusive deposit of the proceeds. The Quadripartite Supervision Agreement specifies the rights and obligations of the parties, which do not have material differences from the sample quadripartite supervision agreement of the Shanghai Stock Exchange. There is no problem in the implementation of the Quadripartite Supervision Agreement by the Company.

The Company and CITIC Securities, the independent financial adviser and the lead underwriter, have entered into the Quadripartite Supervision Agreement for the Special Deposit Account of Proceeds (the “ Quadripartite Supervision Agreement ”) with Sanshandao Gold Mine of Shandong Gold Mining (Laizhou) Co., Ltd. and Laizhou Sub-branch of Bank of China Limited (the “ Depository Banks for Special Deposit Account of Proceeds ”). A special bank account has been opened with the above-mentioned bank for the exclusive deposit of the proceeds. The Quadripartite Supervision Agreement specifies the rights and obligations of the parties, which do not have material differences

— II-2 —

REPORT ON THE USE OF PREVIOUS PROCEEDS

APPENDIX II

from the sample quadripartite supervision agreement of the Shanghai Stock Exchange. There is no problem in the implementation of the Quadripartite Supervision Agreement by the Company.

The Company and CITIC Securities, the independent financial adviser and the lead underwriter, have entered into the Quadripartite Supervision Agreement for the Special Deposit Account of Proceeds (the “ Quadripartite Supervision Agreement ”) with Shandong Gold Guilaizhuang Mining Co., Ltd. and Jinan Branch of Industrial Bank Co., Ltd. (the “ Depository Banks for Special Deposit Account of Proceeds ”). A special bank account has been opened with the above-mentioned bank for the exclusive deposit of the proceeds. The Quadripartite Supervision Agreement specifies the rights and obligations of the parties, which do not have material differences from the sample quadripartite supervision agreement of the Shanghai Stock Exchange. There is no problem in the implementation of the Quadripartite Supervision Agreement by the Company.

As at 31 December 2021, the Company’s deposit of proceeds at the special account from issuance of A Shares is set out below:

Unit: RMB

Name of bank for deposit of proceeds Type of account Jinan Hualong Road Sub-branch of China Merchants Bank Co., Ltd. Special account of proceeds Shandong Province Branch of Bank of Communications Co., Ltd. Special account of proceeds Jinan Zhenzhuquan Sub-Branch of China Construction Bank Co., Ltd. Special account of proceeds Jinan Minghu Sub-branch of Agricultural Bank of China Co., Ltd. Special account of proceeds Zhaoyuan Sub-branch of Hengfeng Bank Special account of proceeds Laizhou Sub-branch of Bank of China Limited Special account of proceeds Zhaoyuan Sub-branch of China Everbright Bank Special account of proceeds Jinan Branch of Industrial Bank Co., Ltd. Special account of proceeds Total

Closing balance Deposit method 250,449,658.68 Demand Demand 2,583,777.09 Demand 54,473,518.09 Demand Demand Demand 47,831,569.26 Demand 3,255,320.55 Demand 358,593,843.67

Note: The account balance includes the bank interest, net of service fee, of RMB37,536,000.41, excluding the supplementary working capital of RMB290 million.

— II-3 —

REPORT ON THE USE OF PREVIOUS PROCEEDS

APPENDIX II

(II) Basic information on the proceeds from issuance of H Shares

1. Actual amount and receipt of the proceeds

Pursuant to the Approval for Shandong Gold Mining Co., Ltd. to Issue Overseas Listed Foreign Shares 《關於核准山東黃金礦業股份有限公司發行境外上市外資股的批( 覆》) (Zheng Jian Xu Ke [2018] No. 789) issued by the China Securities Regulatory Commission, together with the approval of The Stock Exchange of Hong Kong Limited, the Company has issued a total of 356,889,500 overseas listed foreign shares (H Shares) with a par value of RMB1 per share and an issue price of HK$14.70 per share. As at 28 September 2018, the Company has issued 327,730,000.00 overseas listed foreign shares (H Shares) and received proceeds of HK$4,817,631,000.00. As at 26 October 2018, in addition to the 29,159,500.00 overseas listed foreign shares (H Shares) issued by the Company upon exercise of the over-allotment options with proceeds of HK$428,644,650.00, the Company has issued a total of 356,889,500.00 overseas listed foreign shares (H Shares), and received a total of HK$5,246,275,650.00, with a net balance of HK$5,245,726,677.24 after deducting the transaction fees etc., which has been transferred to our account in Wing Lung Bank Limited, amounting to net proceeds of RMB4,618,818,884.84.

The above-mentioned proceeds have been deposited into five dedicated accounts, namely CMB Wing Lung Bank Limited (account number: 60112560837), CMB Wing Lung Bank Limited (account number: 60134279189), Industrial and Commercial Bank of China (Asia) Limited (account number: 861-520-13331-1), Jinan Branch of Shanghai Pudong Development Bank (account number: 74100078801400000879), and Jinan Branch of Shanghai Pudong Development Bank (account number: 74100078801400000878).

— II-4 —

REPORT ON THE USE OF PREVIOUS PROCEEDS

APPENDIX II

2. Deposit and management of the proceeds

As at 31 December 2021, the Company’s deposit of proceeds at the special account from issuance of H Shares is set out below:

Unit: $

Name of bank for deposit of proceeds Account No. Type of account Currency CMB Wing Lung Bank Limited 60112560837 Special account of proceeds HKD CMB Wing Lung Bank Limited 60134279189 Special account of proceeds HKD Industrial and Commercial Bank of China (Asia) Limited 861-520-13331-1 Special account of proceeds HKD Jinan Branch of Shanghai Pudong Development Bank 74100078801400000879 Special account of proceeds HKD Jinan Branch of Shanghai Pudong Development Bank 74100078801400000878 Special account of proceeds RMB Total	Closing amount in foreign currency 1,503.75 355,118.41 471,500.13 18,279,195.61 – 19,107,317.90	Closing balance in RMB equivalent Deposit method 1,229.47 Demand 290,344.81 Demand 385,498.51 Demand 14,945,070.33 Demand 98,955.61 Demand 15,721,098.73

II. EXPLANATION ON THE USE OF THE PREVIOUS PROCEEDS

(I) Breakdown of the use of previous proceeds

See the breakdown of the use of previous proceeds in Annex 1 of this report for details of the use of previous proceeds as at 31 December 2021.

(II) Explanation on change in the projects to be actually funded with the previous proceeds

As at 31 December 2021, the Company did not have any change in the projects to be actually funded with the previous proceeds.

(III) Difference between the total amount of actual investment and the committed investment amount of projects funded with the previous proceeds and the explanation thereof

As at 31 December 2021, the projects to be funded with the previous proceeds have not been concluded and the total amount of actual investment has not yet been determined.

— II-5 —

REPORT ON THE USE OF PREVIOUS PROCEEDS

APPENDIX II

(IV) External transfer or replacement of projects funded with the previous proceeds

As at 31 December 2021, the Company utilized the proceeds from issuance of H Shares to pay withholding taxes of RMB990,136.21 in relation to the listing expenses through its basic account in China Construction Bank.

(V) Explanation on details of the idle proceeds

1. Temporary replenishment of liquidity by using the idle proceeds

On 27 October 2021, the Company convened the 15th meeting of the sixth session of the Board, at which the Proposal of the Company on the Temporary Replenishment of Liquidity by Using Part of the Idle Proceeds was considered and approved to use idle proceeds from issuance of A Shares of RMB290,000,000 by the Company to temporarily replenish the liquidity provided that normal investment plan of the proceeds shall not be affected and the safety of the proceeds should be guaranteed for a term of no more than 12 months from the date of the consideration and approval by the Board of the Company. The Company will only use the above-mentioned funds for production and operation related to its principal business.

As at 31 December 2021, the amount of idle proceeds from issuance of A Shares utilized by the Company for the temporary replenishment of liquidity was RMB290,000,000.

2. Cash management and investment in related products by using idle proceeds

As at 31 December 2021, the Company did not use idle proceeds for cash management or investment in related products.

III. ECONOMIC BENEFITS ARISING FROM PROJECTS FUNDED WITH THE PROCEEDS

(I) Benefits realized from projects funded with the previous proceeds

See Annex 2 of this report for details of the breakdown of benefits realized from projects funded with the previous proceeds. The benefits realized in the breakdown should be computed on the same basis and methods as the committed benefits.

(II) Explanation on benefits realized from projects funded with the previous proceeds which cannot be individually accounted for

The benefits from repayment of long-term borrowings, payment of listing expenses and replenishment of working capital cannot be calculated on an individual basis. However, by increasing the Company’s working capital, reducing its debt burden, improving its asset operation and payment capabilities, and enhancing its ability to resist risks during operations, it will have a positive impact on the Company’s operating performance, thereby indirectly increasing the Company’s benefits.

— II-6 —

REPORT ON THE USE OF PREVIOUS PROCEEDS

APPENDIX II

(III) Explanation on accrued gains realized from projects funded with the proceeds being lower than committed

N/A.

IV. OPERATION OF RELEVANT ASSETS INVOLVED IN PREVIOUS OFFERINGS FOR SHARE SUBSCRIPTION

In the past five years, there was no issuance of A Shares by the Company to purchase assets.

V. EXPLANATION ON ACTUAL UTILIZATION OF THE PREVIOUS PROCEEDS AS COMPARED WITH PUBLICLY DISCLOSED INFORMATION

The Company has checked the actual use of the previous proceeds separately with the relevant content disclosed in the Company’s regular reports and other information disclosure documents, and there is no major difference.

VI. DETAILS OF UNUTILIZED PROCEEDS

As at 31 December 2021, the balance of the special account for the unutilized proceeds from issuance of A Shares of the Company amounted to RMB358,593,843.67. The balance of the special account for the proceeds from issuance of H Shares was HK$19,107,317.90 and RMB98,955.61, equivalent to RMB15,721,098.73 in total.

The above proceeds were not fully utilized mainly because the projects funded with the proceeds were not completed or concluded, and the relevant project payments were not made.

Annex 1: Breakdown of the use of previous proceeds

Annex 2: Breakdown of benefits realized from projects funded with the previous proceeds

The Board of Shandong Gold Mining Co., Ltd. 2 June 2022

— II-7 —

REPORT ON THE USE OF PREVIOUS PROCEEDS

APPENDIX II

	Unit: RMB0’000	Total proceeds used cumulatively: 103,176.46	Total proceeds used in the corresponding year: 103,176.46	2017: 11,864.38	2018: 21,032.99	2019: 28,464.35	2020: 29,808.17	2021: 12,006.57	Cumulative investment with the proceeds as at the closing date Date on which	the project is Difference	the project is Difference	ready for its between	intended use actual	(or the investment	percentage of Committed amount and	completion of investment Committed committed	the project as amount investment Actual investment	the project as amount investment Actual investment	at the closing before fund amount after investment amount after	date) raising fund raising amount fund raising			114,658.38 114,658.38 63,352.30 51,306.08 –			32,746.28 32,746.28 33,226.71 –480.43 –			6,911.45 6,911.45 6,597.46 313.99 –				9,966.13 9,966.13 – 9,966.13 –	164,282.24 164,282.24 103,176.46 61,105.78
As at 31 December 2021		164,282.24			–		–		Total investment with the proceeds						Committed	investment Committed	amount investment Actual		before fund amount after investment	raising fund raising amount			114,658.38 114,658.38 63,352.30			32,746.28 32,746.28 33,226.71			6,911.45 6,911.45 6,597.46				9,966.13 9,966.13 –	164,282.24 164,282.24 103,176.46
	Prepared by: Shandong Gold Mining Co., Ltd.	Total proceeds:			Total proceeds with changes in the use:		Proportion of total proceeds with changes in the use:		Investment project										Committed investment	No. project Actual investment project	1 Dongfeng mining area Dongfeng mining area	(Dongfeng Phase II (Dongfeng Phase II	construction project) construction project)	2 Xinli exploration right (Deep Xinli exploration right (Deep	mine construction project in mine construction project in	Xinli mining area) Xinli mining area)	3 Guilaizhuang Company (Deep Guilaizhuang Company (Deep	construction project in construction project in	Guilaizhuang gold mine) Guilaizhuang gold mine)	4 Penglai Mining (Chugezhuang Penglai Mining (Chugezhuang	and Huluxian mine and Huluxian mine	construction project in construction project in	Penglai gold mine) Penglai gold mine)	Total

— II-8 —

REPORT ON THE USE OF PREVIOUS PROCEEDS

APPENDIX II

	Unit: $0’000	Total proceeds used cumulatively: US$652,625,600 and	RMB94,977,300	Total proceeds used in the corresponding year: US$652,625,600 and	RMB94,977,300	2018: US$652,625,600 and	RMB18,410,200	2019: RMB76,567,100	2020: –	2021: –	Cumulative investment with the proceeds as at the closing date Date on which	the project is Difference	ready for its between	intended use actual	(or the investment	percentage of Committed amount and	completion of investment Committed committed	the project as amount investment Actual investment	at the closing before fund amount after investment amount after	date) raising fund raising amount fund raising				67,200.00 67,200.00 65,262.56 1,937.44 N/A	16,060.00 16,060.00 9,497.73 6,562.27 N/A
As at 31 December 2021		461,881.89				–			–		Total investment with the proceeds					Committed	investment Committed	amount investment Actual	before fund amount after investment	raising fund raising amount				67,200.00 67,200.00 65,262.56	16,060.00 16,060.00 9,497.73
	Prepared by: Shandong Gold Mining Co., Ltd.	Total proceeds:				Total proceeds with changes in the use:			Proportion of total proceeds with changes in the use:		Investment project								Committed investment	No. project Actual investment project	1 Shandong Gold Mining (Hong Shandong Gold Mining (Hong	Kong) Co., Limited Kong) Co., Limited	– Long-term borrowings – Long-term borrowings	(US$) (US$)	2 Listing expenses (RMB) Listing expenses (RMB)

— II-9 —

APPENDIX II

REPORT ON THE USE OF PREVIOUS PROCEEDS

As at 31 December 2021	Prepared by: Shandong Gold Mining Co., Ltd.	Cumulative	capacity Benefits	utilization rate of realized Whether the	the investment accumulatively estimated	Actual investment project project as at the Committed Actual benefits of the last three years as at the benefits have	closing date benefits closing date been achieved No. Project name 2019 2020 2021	1 Dongfeng mining area (Dongfeng Phase II	construction project) N/A N/A N/A N/A N/A N/A N/A	2 Xinli exploration right (Deep mine construction	project in Xinli mining area) N/A N/A N/A N/A N/A N/A N/A	3 Guilaizhuang Company (Deep construction	project in Guilaizhuang gold mine) N/A N/A N/A N/A N/A N/A N/A	4 Penglai Mining (Chugezhuang and Huluxian mine	construction project in Penglai gold mine) N/A N/A N/A N/A N/A N/A N/A	Note: The construction of four investment projects, namely Dongfeng mining area (Dongfeng Phase II construction project), Xinli exploration right (Deep mine construction project in	Xinli mining area), Guilaizhuang Company (Deep construction project in Guilaizhuang gold mine) and Penglai Mining (Chugezhuang and Huluxian mine construction project in	Penglai gold mine), have not yet completed, and therefore have not yet realized benefits.

— II-10 —

REPORT ON THE USE OF PREVIOUS PROCEEDS

APPENDIX II

				Whether the	estimated	benefits have	been achieved		N/A	N/A
			Benefits	realized	accumulatively	as at the	closing date		N/A	N/A
As at 31 December 2021	Prepared by: Shandong Gold Mining Co., Ltd.	Cumulative	capacity	utilization rate of	the investment	Actual investment project project as at the Committed Actual benefits of the last three years	closing date benefits No. Project name 2019 2020 2021	1 Shandong Gold Mining (Hong Kong) Co.,	Limited -Long-term borrowings (US$) N/A N/A N/A N/A N/A	2 Listing expenses (RMB) N/A N/A N/A N/A N/A	Note: Long-term borrowings and listing expenses do not directly generate economic benefits and are not accounted for as benefits.

— II-11 —

DILUTION OF IMMEDIATE RETURN RESULTING FROM THE NON-PUBLIC ISSUANCE OF A SHARES AND THE REMEDIAL MEASURES AND UNDERTAKINGS BY RELEVANT ENTITIES

APPENDIX III

Stock Code: 600547 Stock Abbreviation: SD GOLD Announcement No.: Lin 2022-035

SHANDONG GOLD MINING CO., LTD.

ANNOUNCEMENT ON DILUTION OF IMMEDIATE RETURN RESULTING FROM THE NON-PUBLIC ISSUANCE OF A SHARES AND THE REMEDIAL MEASURES

The Company and all members of the board of directors confirm that the information contained in this announcement is true, accurate and complete, and jointly accept full responsibilities for any misrepresentations or misleading statements contained in, or material omissions from, this announcement.

According to relevant requirements in the documents including the “Opinion of the General Office of the State Council on Further Strengthening the Protection of Legal Rights and Interests of Small and Medium Investors in the Capital Market (《國務院辦公廳關於進一步加強資本市場中小投資者合法權益 保護工作的意見》)” (Guo Ban Fa [2013] No. 110), the “Certain Opinion of the State Council on Further Promoting the Healthy Development of the Capital Market (《國務院關於進一步促進資本市場健康發展 的若干意見》)” (Guo Fa [2014] No. 17) and the “Guiding Opinion on Matters Concerning Immediate Return Dilution by IPO, Refinancing and Significant Asset Restructuring (《關於首發及再融資、重大資 產重組攤薄即期回報有關事項的指導意見》)” (CSRC Announcement [2015] No. 31), the Company analyzed the impact of the issue of shares to specific subscribers on the dilution of immediate return, and proposed specific measures to recover the return in order to protect the interests of minority investors. The relevant subjects made a commitment that the Company’s measures to recover the return can be effectively implemented. The details are as follows:

I. IMPACT OF THE DILUTION OF IMMEDIATE RETURN RESULTING FROM THE NON-PUBLIC ISSUANCE ON THE COMPANY’S MAJOR FINANCIAL INDICATORS

(I) Main Assumptions

The following assumptions are solely used for schematic estimation of the impact of diluting the immediate returns by the Non-public Issuance on key financial indicators of the Company, and do not represent the judgment on Company’s operating conditions and the trends in 2022, nor does it constitute a profit forecast. The Company will not be held liable for any loss howsoever arising from investors’ investment decision based on such information. Profitability and owner’s equity data are ultimately subject to the amount audited by the accounting firm.

1. It is assumed that the Company could complete the Non-public Issuance on 30 September 2022, the completion time is only estimated by the Company, which is used to measure the impact of dilution of immediate return resulting from the Non-public Issuance on key financial indicators of the Company, and does not constitute a commitment to the actual completion time. Finally, the actual completion time of the issuance after the approval of the China Securities Regulatory Commission (“ CSRC ”) shall prevail;

2. It is assumed that there are no significant adverse changes in the macroeconomic environment, industrial policy, securities industry conditions, product market conditions and Company’s operating environment;

— III-1 —

APPENDIX III DILUTION OF IMMEDIATE RETURN RESULTING FROM THE NON-PUBLIC ISSUANCE OF A SHARES AND THE REMEDIAL MEASURES AND UNDERTAKINGS BY RELEVANT ENTITIES

1. The Company predicted the number of its ordinary shares outstanding at the end of the period, based on the total share capital of 4,473,429,525 shares on the date of the announcement of the plan, during which only the impact of the Non-public Issuance is considered, without taking into account the changes in share capital caused by other factors such as restricted stock repurchase and cancellation;

2. It is assumed that the number of shares in the Non-public Issuance is 624,427,935 shares, not exceeding 20% of the Company’s total share capital before the Non-public Issuance (The number of issued shares is only an assumption, and the final number of shares approved by the CSRC and actually issued shall prevail);

3. According to the Company’s 2021 annual report, the net profit attributable to shareholders of the listed company and the net profit attributable to shareholders of the listed company after deducting non-recurring profit or loss realized in 2021 amounted to RMB-193,687,300 and RMB-552,943,300 respectively. In 2020, the net profit attributable to shareholders of the listed company and the net profit attributable to shareholders of the listed company after deducting non-recurring profit or loss amounted to RMB2,024,708,900 and RMB2,356,248,300 respectively.

Affected by the safety accidents of two gold mining enterprises in Shandong Province not owned by the Company in early 2021, all the underground non-coal mines in Shandong Province carried out safety inspections in accordance with government requirements, as a result, production and operations have been significantly impacted and affected. The Company made every effort to promote the resumption of work and production, with remarkable results. Since August 2021, it has achieved profit for the month. The production and operation situation showed a continuous upward trend and therefore, the production and operation data of the Company in 2021 are not comparable, and instead the production and operation data in 2020 are used as the main comparison data.

It is assumed to calculate separately under the following circumstances, namely, in 2022, the net profit attributable to shareholders of the listed company, the net profit attributable to shareholders of the listed company after deducting non-recurring profit or loss decreased by 50% compared with that of 2020, remained the same as that in 2020, and increased by 20% compared with that of 2020. At the same time, it is assumed that the interest attributable to the holders of perpetual bonds in the net profit realized by the Company in 2022 was RMB297,445,000.

1. The influence of other force majeure factors on the financial position of the Company is not considered;

2. The impact on the Company’s operation and financial status (such as financial expenses and investment income)after the proceeds from the issuance are received is not considered.

— III-2 —

APPENDIX III DILUTION OF IMMEDIATE RETURN RESULTING FROM THE NON-PUBLIC ISSUANCE OF A SHARES AND THE REMEDIAL MEASURES AND UNDERTAKINGS BY RELEVANT ENTITIES

(II) The Impact on the Key Financial Indicators of the Company

Based on the aforesaid assumptions, the Company has calculated the impact of the Non-public Issuance on the current key income indicators, and the details are as follows:

			2022/
	2020/	2021/	31 December 2022
	31 December	31 December	Before the	After the
Item	2020	2021	Issuance	Issuance
Total share capital (Shares)	4,313,946,766	4,473,429,525	4,473,429,525	5,097,857,460

Assumption 1: Net profit attributable to the shareholders of the listed company and net profit attributable to the shareholders of the listed company after deducting non-recurring profit or loss in 2022 will decrease by 50% compared with 2020

compared with 2020
Net profit attributable to the shareholders of
the listed company (RMB)	2,024,708,873.41	–193,687,290.91	1,012,354,436.71	1,012,354,436.71
Net profit attributable to the shareholders of
the listed company after deducting
non-recurring profit or loss (RMB)	2,356,248,267.80	–552,943,263.36	1,178,124,133.90	1,178,124,133.90
Basic earnings per share (RMB/share)	0.4666	–0.0897	0.1598	0.1544
Diluted earnings per share (RMB/share)	0.4666	–0.0897	0.1598	0.1544
Basic earnings per share after deducting
non-recurring profit or loss (RMB/share)	0.5430	–0.1705	0.1969	0.1902
Diluted earnings per share after deducting
non-recurring profit or loss (RMB/share)	0.5430	–0.1705	0.1969	0.1902

Assumption 2: Net profit attributable to shareholders of the	Assumption 2: Net profit attributable to shareholders of the	parent company in 2022 and net profit attributable to	parent company in 2022 and net profit attributable to	parent company in 2022 and net profit attributable to
shareholders of the parent company after	deducting non-recurring profit or loss are the same as in 2020
Net profit attributable to the shareholders of
the listed company (RMB)	2,024,708,873.41	–193,687,290.91	2,024,708,873.41 2,024,708,873.41
Net profit attributable to the shareholders of
the listed company after deducting
non-recurring profit or loss (RMB)	2,356,248,267.80	–552,943,263.36	2,356,248,267.80 2,356,248,267.80
Basic earnings per share (RMB/share)	0.4666	–0.0897	0.3861	0.3731
Diluted earnings per share (RMB/share)	0.4666	–0.0897	0.3861	0.3731
Basic earnings per share after deducting
non-recurring profit or loss (RMB/share)	0.5430	–0.1705	0.4602	0.4447
Diluted earnings per share after deducting
non-recurring profit or loss (RMB/share)	0.5430	–0.1705	0.4602	0.4447

— III-3 —

DILUTION OF IMMEDIATE RETURN RESULTING FROM THE NON-PUBLIC ISSUANCE OF A SHARES AND THE REMEDIAL MEASURES AND UNDERTAKINGS BY RELEVANT ENTITIES

APPENDIX III

					2022/
		2020/		2021/	31 December	2022
	31	December	31	December	Before the	After the
Item		2020		2021	Issuance	Issuance

**Assumption 3: Net profit attributable to **	**shareholders of **	the parent company and net profit attributable to	the parent company and net profit attributable to	the parent company and net profit attributable to
shareholders of the parent company after deducting non-recurring profit or loss in 2022 increase by 20%
compared with 2020
Net profit attributable to the shareholders of
the listed company (RMB)	2,024,708,873.41	–193,687,290.91 2,429,650,648.09 2,429,650,648.09
Net profit attributable to the shareholders of
the listed company after deducting
non-recurring profit or loss (RMB)	2,356,248,267.80	–552,943,263.36 2,827,497,921.36 2,827,497,921.36
Basic earnings per share (RMB/share)	0.4666	–0.0897	0.4766	0.4606
Diluted earnings per share (RMB/share)	0.4666	–0.0897	0.4766	0.4606
Basic earnings per share after deducting
non-recurring profit or loss (RMB/share)	0.5430	–0.1705	0.5656	0.5465
Diluted earnings per share after deducting
non-recurring profit or loss (RMB/share)	0.5430	–0.1705	0.5656	0.5465

Note: Earnings per share indicator is calculated according to the relevant requirements under the “Compilation Rules for Information Disclosures by Companies that Offer Securities to the Public (No. 9): Calculation and Disclosure of Rate of Return on Equity and Earnings per Share” (《公開發行證券的公司信息披露編 報規則第9號 — 淨資產收益率和每股收益的計算及披露》).

II. RISK WARNING ON THE DILUTION OF IMMEDIATE SHAREHOLDER RETURN RESULTING FROM THE NON-PUBLIC ISSUANCE

Upon the completion of the issuance, the total share capital and net assets of the listed company will increase, since the proceeds from the Non-public Issuance will be used for projects to be funded with the proceeds after deducting the issuance expenses. If after the issuance, the construction progress and income of the projects to be funded with the proceeds do not meet expectations, the net profit of the listed company cannot be increased by a corresponding extent, and the indicators such as earnings per share and return on equity of the listed company are at risk of decline. Investors are hereby reminded to pay attention to the risk that the Non-public Issuance may dilute immediate shareholder returns.

— III-4 —

DILUTION OF IMMEDIATE RETURN RESULTING FROM THE NON-PUBLIC ISSUANCE OF A SHARES AND THE REMEDIAL MEASURES AND UNDERTAKINGS BY RELEVANT ENTITIES

APPENDIX III

III. THE NECESSITY AND REASONABLENESS OF THE FINANCING

The gross proceeds from the Non-public Issuance of A Shares shall not exceed RMB9.9 billion which, after deducting the issuance expenses, is intended to be used for the projects below:

Unit: RMB0’000

No. Project name 1 Shandong Gold Mining (Laizhou) Co., Ltd. Jiaojia mining area (integration) gold resources development project 2 Repayment of bank loans Total	Total amount of investment 827,313.10 251,713.31 1,079,026.41	Amount of proceeds to be invested 738,286.69 251,713.31
		990,000.00

Note: The above amount of proceeds intended to be used has taken into account and deducted the new and proposed financial investments of RMB552,251,700 made by the Company for six months prior to the resolution of the 23rd meeting of the sixth session of the Board until the Issuance.

For details of the necessity and reasonableness of the Non-public Issuance, please refer to the Feasibility Analysis Report on the Use of Proceeds Raised from the Non-public Issuance of A Shares of Shandong Gold Mining Co., Ltd. issued by the Company on the same day.

IV. THE RELATIONSHIP BETWEEN THE PROJECTS FUNDED WITH THE PROCEEDS AND THE COMPANY’S EXISTING BUSINESSES, AND THE RESERVES OF THE COMPANY IN PERSONNEL, TECHNOLOGY AND MARKET

• (I) The Relationship Between the Projects to be Funded with the Proceeds and the Company’s Existing Businesses

The Company is an integrated gold company, mainly engaged in gold exploration, mining, processing, smelting and sales businesses. Its production and operation entities are Xincheng Gold Mine, Jiaojia Gold Mine, Sanshandao Gold Mine, Linglong Gold Mine, Yi’nan Gold Mine and Pingdu Xinhui Gold Mine and many other well-known large and medium-sized mines at home and abroad. After deducting the relevant issuance expenses, the proceeds from the Non-public Issuance will be used for the “Shandong Gold Mining (Laizhou) Co., Ltd. Jiaojia mining area (integration) gold resources development project”, which will integrate and develop the Company’s existing mine resources, effectively improve the Company’s mining capacity and processing scale, with good economic prospects.

— III-5 —

DILUTION OF IMMEDIATE RETURN RESULTING FROM THE NON-PUBLIC ISSUANCE OF A SHARES AND THE REMEDIAL MEASURES AND UNDERTAKINGS BY RELEVANT ENTITIES

APPENDIX III

The Non-public Issuance focuses on the Company’s existing major business, which will help to further expand the Company’s gold resource reserves and production capacity, improve the Company’s assets and business scale, enhance the Company’s core competitiveness, consolidate the leading position in the industry, and comply with the Company’s future development strategy.

(II) The Reserves of the Company in Personnel, Technology and Market for the Projects to be Funded with the Proceeds

1. Personnel Reserve

The Company has been engaged in the development of gold mineral resources for a long time, and has a complete industrial chain that integrates gold exploration, mining, processing smelting (refining), and deep processing and sales of gold products, as well as the production and sales of mining equipment and materials. The Company’s business personnel have rich industrial experience, and have a deep understanding of the relevant industry. At the same time, in recent years, the Company has made full use of the market mechanism, vigorously implemented high-end talent introduction projects, and broadened the channels for talent introduction; actively carried out all-round in-depth cooperation between schools and enterprises, and established the “Shandong Gold-Northeastern University Mining Technology Innovation Research Institute”, which has abundant talent resources. At present, the Company has formed a professional team in the field of gold mineral resources development, which has laid the foundation for the Company’s future development. In the future, the Company will continue to enrich professionals according to its own business development to meet the Company’s operation and development.

2. Technology Reserve

The Company has been deeply engaged in the development of gold mineral resources for many years, and has technical advantages in deep exploration, seabed mining, deep well mining, intelligent mining, fine tailings filling, cyanide residue harmless and other gold mining, processing and smelting. The level of production equipment and mechanization of its mines firmly occupy the leading position in the domestic mining industry, and its underground trackless mining equipment has always been at the world’s advanced level. The projects to be funded with the proceeds represent the Company’s resource integration and unified development for the existing mining area, which is conducive to making full use of the existing projects and equipment and facilities of the mine. At the same time, scientific and reasonable arrangements are made for the Company’s ore body mining technical resources, and new technologies, new processes and information means are used to improve the health and operation and maintenance management level of equipment.

3. Market Reserve

Taking the development and utilization of gold mineral resources as its main business, the Company has always implemented the two wheel drive operation mode of large-scale operation and technological innovation. It is the only listed company in China with four mining enterprises with a cumulative gold production of more than 100 tons, and

— III-6 —

DILUTION OF IMMEDIATE RETURN RESULTING FROM THE NON-PUBLIC ISSUANCE OF A SHARES AND THE REMEDIAL MEASURES AND UNDERTAKINGS BY RELEVANT ENTITIES

APPENDIX III

has accumulated a large number of high-quality customer resources in the industry. The project funded with the proceeds, “Jiaojia Mining area (Integration) Gold Resources Development Project of Shandong Gold Mining (Laizhou) Co., Ltd.” is the optimization and integration of the Company’s existing mine resources, which is conducive to further consolidating and enhancing the Company’s resource reserves and accumulating more high-quality customer resources, and have laid a solid resource foundation for building a world-class gold production base in Jiaodong region.

V. REMEDIAL MEASURES AGAINST THE DILUTION OF IMMEDIATE RETURN RESULTING FROM THE NON-PUBLIC ISSUANCE OF THE COMPANY

In order to protect the interests of its investors, reduce the risk of diluting the immediate returns and increase the long-term returns to shareholders, the Company will enhance supervision over the projects to be funded with the proceeds, accelerate the progress of project implementation, improve its operation management and internal control as well as profitability, and strengthen the return mechanism for investors. The specific measures are as follows:

(I) Strengthen Operation Management and Internal Control to Increase Operating Efficiency

The company has established and improved the management structure of shareholders’ general meeting, the board of directors and its special committees, the board of supervisors, independent directors, the secretary of the board of directors and senior management in accordance with the provisions of laws, regulations and normative documents, thus consolidating the base for its business management and internal control. Over the next few years, the company will continue to improve the corporate governance structure in strict compliance with the Company Law, the Securities Law, the Standards on Corporate Governance of Listed Companies and other laws, regulations and guidelines, control the company’s operation and control risks comprehensively and effectively, and improve its operation and management. In addition, the company will continue to improve and strengthen investment decision-making procedures, rationally use financing tools and channels to control the capital costs and save financial costs and expenses, so as to safeguard the interests of the company as a whole, in particular the legitimate interests of minority shareholders.

(II) Strengthen the Management of Proceeds to Ensure Regulated and Efficient Use of the Proceeds

The company has formulated and improved the “Rules on the Management of Proceeds of Shandong Gold Mining Co., Ltd.” in accordance with the requirements of laws, regulations and normative documents such as the Company Law, the Securities Law and 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》) and in light of the Company’s actual situation. Upon receipt, the proceeds raised from the Non-public Issuance of A Shares will be deposited in a special account determined by the board of directors of the company. The company will regularly check the proceeds, and cooperate with regulatory banks and sponsors to supervise the use of the proceeds, in order to ensure rational and regulated use of the proceeds so as to reasonably prevent risks associated with the use of proceeds.

— III-7 —

DILUTION OF IMMEDIATE RETURN RESULTING FROM THE NON-PUBLIC ISSUANCE OF A SHARES AND THE REMEDIAL MEASURES AND UNDERTAKINGS BY RELEVANT ENTITIES

APPENDIX III

(III) Accelerate the Construction Progress of Projects to be Funded with the Proceeds and Increase Efficiency of the Use of Proceeds

The company has fully discussed and justified the feasibility of the projects to be funded with the proceeds. The projects funded with proceeds are consistent with industry development trends and national policies on industries, and have good market prospects and profitability. After the proceeds raised from the issuance are received, the company will speed up the construction of the projects funded with proceeds and strive to commence operation in such projects as soon as possible and realize expected benefits. Upon implementation of the projects to be funded with the proceeds, the existing production capacity and product quality of the company will be improved to a certain extent, and its sustainable operation and profitability of the company will be further enhanced.

(IV) Focus on the Operation of Principal Businesses to Improve Profitability

The company will continue to focus on the operation of its mineral resources business, increase its research and development and innovation capability, improve and optimize the organisational structure of the enterprise, thus promoting the sustainable development of the company. At the same time, the company will actively increase the efficiency of capital usage, effectively reduce related costs and expenses, enhance the ability itself to fight against risks, and promote itself to improve operating efficiency and profitability.

(V) Improve the Investor Return Mechanism and Actively Bring Returns to Investors

In order to improve the profit distribution policy of the company, enhance the transparency of profit distribution, and protect the legitimate rights and interests of public investors, the company has formulated its Dividend Return Plan for Shareholders in the Forthcoming Three Years (2022-2024) in accordance with the Regulatory Guidelines No. 3 for Listed Companies – Cash Dividend Distribution by Listed Companies 《上市公司監管指引第( 3號–上市公司現金分紅》) issued by the CSRC, which was submitted to the Shareholders’ general meeting for consideration. The above-mentioned measures have strengthened the returns to investors, established a sustainable, stable and scientific return plan and mechanism for shareholders, and made institutional arrangements for profit distribution, which can ensure the continuity and stability of the profit distribution policy.

The implementation of the above measures recovering dilution to returns will help enhance the core competitiveness and sustainable profitability of the company, increase its future earnings and make up the shareholders’ return. Given the objective existence of risks faced by the company in its operations, the formulation and implementation of the above return remedial measures do not mean a guarantee for future profits of the company.

— III-8 —

DILUTION OF IMMEDIATE RETURN RESULTING FROM THE NON-PUBLIC ISSUANCE OF A SHARES AND THE REMEDIAL MEASURES AND UNDERTAKINGS BY RELEVANT ENTITIES

APPENDIX III

• VI. UNDERTAKINGS OF THE CONTROLLING SHAREHOLDER, THE DE FACTO CONTROLLER, THE DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY ON THE EFFECTIVE IMPLEMENTATION OF THE REMEDIAL MEASURES FOR RETURN

In accordance with the Guiding Opinions on Matters relating to the Dilution of Immediate Return Resulting from Initial Public Offering, Refinancing and Major Asset Restructuring 《關於首發及再融( 資、重大資產重組攤薄即期回報有關事項的指導意見》) issued by the CSRC, the Company has formulated specific remedial measures for the diluted immediate return in the Non-public Issuance of A Shares. In order to ensure the effective fulfillment of above measures, the controlling shareholder, directors and senior management of the Company will perform their duties faithfully and diligently and make the following undertakings:

(I) Undertakings of the Controlling Shareholder

As the controlling shareholder of the Company, Shandong Gold Group Co., Ltd. has issued the Letter of Undertaking from Shandong Gold Group Co., Ltd. on the Remedial Measures Adopted for the Dilution of Immediate Return Resulting from the Non-public Issuance of A Shares of Shandong Gold Mining Co., Ltd. (《山東黃金集團有限公司關於山東黃金礦業股份有限公司非 公開發行A股股票攤薄即期回報採取填補措施的承諾函》), which undertakes the following:

• “1. The company undertakes not to interfere with the operation and management activities of the listed company beyond its authority and not to encroach on the interests of the listed company;

• From the issuance date of this letter of undertaking to the completion of the Non-public Issuance of the listed company, if the CSRC and other relevant regulatory authorities make other new regulatory requirements in relation to the remedial measures for diluted immediate return and related undertakings, and if this undertaking cannot satisfy the requirements of such regulatory authorities, the company undertakes to make supplementary commitments in accordance with the latest requirements of the relevant regulatory authorities at that time;

• As one of the entities responsible for the measures to make up for the diluted immediate return, the company will fulfill the relevant remedial measures for return formulated by the listed company and this undertaking. If the aforementioned undertakings are violated or not fulfilled, the company undertakes to make a public explanation on the designated disclosure media and apologize to other shareholders of the listed company and public investors. In accordance with the relevant laws, regulations and normative documents, the company will accept the relevant penalties or regulatory measures imposed by competent authorities. In the event of any breach of such undertakings and losses caused to the listed company or investors, the company undertakes to bear the compensation liability to the listed company or investors in accordance with the law.”

— III-9 —

DILUTION OF IMMEDIATE RETURN RESULTING FROM THE NON-PUBLIC ISSUANCE OF A SHARES AND THE REMEDIAL MEASURES AND UNDERTAKINGS BY RELEVANT ENTITIES

APPENDIX III

(II) Undertakings of All Directors and Senior Management of the Company

The Directors and senior management of the company make the following undertakings to ensure the effective fulfillment of above remedial measures of the Company for the diluted immediate return according to relevant requirements of the CSRC:

• “1. I undertake not to transfer benefits to other entities or individuals without consideration or on unfair terms, nor damage the interests of the Company in any other manner;

• I undertake to restrain the consumption during the performance of my duties;

• I undertake not to appropriate assets of the Company for investment and consumption activities unrelated to performance of my duties;

• I undertake to link the remuneration system formulated by the board of directors or the remuneration committee with the implementation of the Company’s remedial measures for return;

• In the event of proposed implementation of any share option incentives by the Company in the future, I undertake to link the exercise conditions for share options of the Company to be published with the implementation of the Company’s remedial measures for return;

• During the period from the date of these undertakings to the completion date of the Company’s Non-public Issuance of A Shares, if the CSRC and other relevant regulatory authorities make other new regulatory requirements in relation to the remedial measures for return and related undertakings, and if this undertaking cannot satisfy the requirements of such regulatory authorities, I undertake to make supplementary commitments in accordance with the latest requirements of the relevant regulatory authorities at that time;

• I undertake to effectively implement the relevant remedial measures for return formulated by the Company and any of my undertakings related thereto. If I breach such undertakings and cause losses to the Company or the investors, I am willing to bear the compensation liability to the Company or the investors in accordance with laws.”

The announcement is hereby made.

The Board of Shandong Gold Mining Co., Ltd. 2 June 2022

— III-10 —

SHAREHOLDERS’ RETURN PLAN FOR THE NEXT THREE YEARS (2022–2024)

APPENDIX IV

SHANDONG GOLD MINING CO., LTD. SHAREHOLDERS’ RETURN PLAN FOR THE NEXT THREE YEARS (2022–2024)

In order to improve and perfect the scientific, sustainable and stable dividend decision-making and supervision mechanism of Shandong Gold Mining Co., Ltd. (the “ Company ”), further enhance the transparency of profit distribution policy, actively reward shareholders, and guide shareholders to establish the concept of long-term investment and rational investment, the board of directors of the Company has formulated the shareholder return plan for the next three years (2022-2024) (the “ Plan ”) in accordance with the regulations and requirements of the “Notice in Relation to Further Implementing Cash Dividend Distribution of Listed Companies 《關於進一步落實上市公司現金分紅有關事項的通( 知》)” (Zheng Jian Fa [2012] No.37) and the “Regulatory Guidelines of Listed Companies No. 3 – Cash Dividend Distribution of Listed Companies 《上市公司監管指引第( 3號－上市公司現金分紅》)” issued by China Securities Regulatory Commission, and the Articles of Association and other relevant documents, with details as follows:

I. Factors Considered by the Company in Formulating the Plan

The Company formulated the Plan, focusing on the long-term and sustainable development of the Company. Based on the comprehensive analysis of the actual operation and development of the Company, the requirements and wishes of shareholders, social capital cost, external financing environment and other factors, the Company fully considered its current and future profit scale, cash flow status, development stage, project investment capital need, bank credit and debt financing environment, etc., established a continuous, stable and scientific return mechanism for investors, so as to make institutional arrangements for profit distribution to maintain the continuity and stability of profit distribution policy.

II. Principles for the Formulation of the Plan

The Company implements a positive, continuous and stable profit distribution policy, attaches importance to reasonable investment returns to investors and takes into account the Company’s actual operating conditions and sustainable development. During the decision-making and demonstration process of the profit distribution policy, the board of directors and the general meeting of shareholders shall communicate and exchange with independent directors and minority shareholders, fully listen to the opinions and demands of independent directors and minority shareholders, and timely respond to the concerns of minority shareholders.

III. The Company’s Specific Shareholder Return Plan for the Next Three Years (2022-2024)

• (I) Profit distribution form: the Company distributes dividends in cash, stock or a combination of cash and stock. On the premise of ensuring the normal operation of the Company, the Company should actively distribute profits in cash.

— IV-1 —

SHAREHOLDERS’ RETURN PLAN FOR THE NEXT THREE YEARS (2022–2024)

APPENDIX IV

The board of directors of the Company shall comprehensively consider factors such as the characteristics of the industry, development stage, its own business model, profitability, and whether there are major capital expenditure arrangements, to distinguish the following situations, and propose differentiated cash dividend policies in accordance with the procedures stipulated in the Company’s Articles of Association:

1. If the Company is in the mature development stage and has no major capital expenditure arrangement, the proportion of cash dividends in this profit distribution should be at least 80% when carrying out profit distribution;

2. If the Company is in the mature development stage and has major capital expenditure arrangements, the proportion of cash dividends in this profit distribution should be at least 40% when carrying out profit distribution;

3. If the Company is in the growth stage and has major capital expenditure arrangements, the proportion of cash dividends in this profit distribution should be at least 20% when carrying out profit distribution;

If the development stage of the Company is not easy to distinguish but there are major capital expenditure arrangements, it may be handled in accordance with the provisions of the preceding paragraph. The major capital expenditures arrangements refer to the accumulative expenditure of the Company’s purchase of assets, external investment, investment in fixed assets and other transactions in the next 12 months reaching or exceeding 30% of the Company’s latest audited net assets.

• (II) Conditions and proportions of cash distribution: Under the condition of making profits in the current year, and when there is no major investment plan or major cash expenditures, the Company shall distribute dividends in cash at least once in every three consecutive years, with the specific distribution proportion to be determined by the board of directors in accordance with the Company’s operating conditions and the relevant regulations of the CSRC, subject to the consideration by the Shareholders’ general meeting. The cumulative profit of the Company distributed in cash in three consecutive years is not less than 30% of the average annual distributable profit realized in the three years.

• (III) Conditions for stock dividend distribution: According to the accumulated distributable profits, reserves and cash flow, the Company may, on the premise of satisfying the above-mentioned conditions for the distribution of cash dividends and the reasonable scale of the Company’s equity, keep the expansion of equity in line with the growth of performance, and distribute dividends by means of stock dividends.

• (IV) Interval of profit distribution: If the above conditions of cash dividend are met, the Company shall actively distribute dividends in cash. In principle, cash dividends will be distributed once a year. The board of directors of the Company may propose interim cash dividends for the Company based on its profitability and capital needs.

— IV-2 —

SHAREHOLDERS’ RETURN PLAN FOR THE NEXT THREE YEARS (2022–2024)

APPENDIX IV

IV. Formulation Cycle and Relevant Decision - Making Mechanism of Shareholder Return Plan

1. The Company shall review the shareholder return plan at least once every three years, and determine the shareholder return plan for the period according to the expected operating conditions and capital needs of the Company and in combination with the opinions of shareholders (especially public investors) and independent directors.

2. The shareholder return plan shall be formulated by the board of directors, and independent directors shall express independent opinions on the return plan. After being reviewed by the board of directors, relevant resolutions shall be submitted to the general meeting of shareholders for consideration and approval as special resolutions.

V. Decision-Making Procedures for Adjusting the Established Three-Year Return Plan

If it is really necessary to adjust the Company’s established three-year return plan due to major changes in the external business environment or the own operating conditions of the Company, the new shareholder return plan shall comply with the relevant provisions of laws, administrative regulations, departmental rules and normative documents. Relevant proposals shall be formulated by the board of directors, and independent directors shall express their opinions on the adjustment of profit distribution policy. After being reviewed by the board of directors, relevant resolutions shall be submitted to the general meeting of shareholders for consideration and approval as special resolutions.

• VI. The board of directors of the Company is responsible for the interpretation of the Plan, which shall take effect from the date of consideration and approval at the general meeting of shareholders of the Company, and the same applies to the amendment.

The Board of Shandong Gold Mining Co., Ltd. 2 June 2022

— IV-3 —

NOTICE OF 2022 SECOND EXTRAORDINARY GENERAL MEETING

APPENDIX V

==> picture [64 x 70] intentionally omitted <==

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 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2022 second 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 10:00 a.m. on Friday, 29 July 2022 for the purpose of considering and, if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

1. To consider and approve the resolution on satisfaction of the conditions for Non-public Issuance of A Shares by the Company.

2. 2.00. To consider and approve the resolution on the plan of the Non-public Issuance of A Shares by the Company:

3. 2.01. Class and Nominal Value of Shares to be Issued

4. 2.02. Method of Issuance

5. 2.03. Target Subscribers and Subscription Method

6. 2.04. Issue Price and Pricing Principles

7. 2.05. Number of Shares to be Issued

8. 2.06. Use of Proceeds

9. 2.07. Arrangements with regard to the Retained Profits before the Non-public Issuance

10. 2.08. Lock-up Period

11. 2.09. Place of Listing

12. 2.10. Period of Validity of the Resolution on the Issuance

13. (2.01 to 2.10 above shall be voted by item)

— V-1 —

NOTICE OF 2022 SECOND EXTRAORDINARY GENERAL MEETING

APPENDIX V

1. To consider and approve the resolution on the proposal of the Non-public Issuance of A Shares by the Company.

2. To consider and approve resolution on the feasibility analysis report on the use of proceeds raised from the Non-public Issuance of A Shares by the Company.

3. To consider and approve resolution on the report on the use of previous proceeds by the Company.

4. To consider and approve the resolution on the dilution of immediate return resulting from the Non-public Issuance of A Shares by the Company and the remedial measures and undertakings by relevant entities.

5. To consider and approve the resolution on formulating Shareholders’ return plan for the next three years (2022–2024).

6. To consider and approve the resolution on proposing that the Board and its authorized persons be authorized by the Shareholders’ general meeting to deal with the relevant matters relating to the Non-public Issuance of A Shares.

By order of the Board Shandong Gold Mining Co., Ltd. Tang Qi Executive Director and Joint Company Secretary

Jinan, the PRC, 12 July 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. 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.

— V-2 —

NOTICE OF 2022 SECOND EXTRAORDINARY GENERAL MEETING

APPENDIX V

Notes:

1. All holders of H Shares whose names appear on the register of members of the Company on Tuesday, 26 July 2022 are entitled to attend the EGM and should bring along their identity cards or passports when attending the EGM. Holders of the Company’s H Shares should note that the register of members of the Company will be closed from Tuesday, 26 July 2022 to Friday, 29 July 2022 (both dates inclusive), during which period no transfers of H Shares will be effected. All transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar, namely Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Monday, 25 July 2022. The record date and arrangements in respect of the holders of A Shares of the Company who are entitled to attend the EGM will be determined and announced separately in the PRC.

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

3. Any shareholder who intends to appoint a proxy to attend the EGM shall put it in writing, with the proxy form to be signed by the appointer or his attorney duly authorized in writing. If the appointer is a corporation, the proxy form must be affixed with its common seal, or signed by any of its directors or attorney duly authorized in writing. If the proxy form is signed by an attorney authorized by the appointer, the power of attorney or other authorization documents must be notarially certified. The notarially certified power of attorney or other authorization documents together with the proxy form must be delivered to the Company’s H share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for H shareholders only) not later than 24 hours before the time appointed for the holding of the EGM (i.e. before 10:00 a.m. on Thursday, 28 July 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.

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

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

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

— V-3 —

NOTICE OF 2022 FIRST H SHARES CLASS MEETING

APPENDIX VI

==> picture [64 x 70] intentionally omitted <==

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 FIRST H SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2022 first class meeting for H Shares (the “ H Shares Class Meeting ”) of Shandong Gold Mining Co., Ltd. (the “ Company ”) will be held immediately after the conclusion of the 2022 first class meeting for holders of domestic listed shares (A Shares) (or any adjourned meeting thereof) of the Company at the conference room of the Company, No. 2503, Jingshi Road, Licheng District, Jinan, Shandong Province, the PRC on Friday, 29 July 2022 for the purpose of considering and, if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

• 1.00. To consider and approve the resolution on the plan of the Non-public Issuance of A Shares by the Company:

• 1.01. Class and Nominal Value of Shares to be Issued

• 1.02. Method of Issuance

• 1.03. Target Subscribers and Subscription Method

• 1.04. Issue Price and Pricing Principles

• 1.05. Number of Shares to be Issued

• 1.06. Use of Proceeds

• 1.07. Arrangements with regard to the Retained Profits before the Non-public Issuance

• 1.08. Lock-up Period

• 1.09. Place of Listing

• 1.10. Period of Validity of the Resolution on the Issuance

• (1.01 to 1.10 above shall be voted by item)

— VI-1 —

NOTICE OF 2022 FIRST H SHARES CLASS MEETING

APPENDIX VI

1. To consider and approve the resolution on the proposal of the Non-public Issuance of A Shares by the Company.

2. To consider and approve resolution on the feasibility analysis report on the use of proceeds raised from the Non-public Issuance of A Shares by the Company.

3. To consider and approve the resolution on the dilution of immediate return resulting from the Non-public Issuance of A Shares by the Company and the remedial measures and undertakings by relevant entities.

4. To consider and approve the resolution on formulating Shareholders’ return plan for the next three years (2022–2024).

By Order of the Board Shandong Gold Mining Co., Ltd. Tang Qi

Executive Director and Joint Company Secretary

Jinan, the PRC, 12 July 2022

Unless otherwise stated, the capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 12 July 2022.

As at the date of this notice, the executive Directors are Mr. Liu Qin, Mr. Wang Shuhai and Mr. Tang Qi; the non-executive Directors are Mr. Wang Lijun and Ms. Wang Xiaoling; and the independent non-executive Directors are Mr. Wang Yunmin, Mr. Liew Fui Kiang and Ms. Zhao Feng.

Notes:

1. All holders of H Shares whose names appear on the register of members of the Company on Tuesday, 26 July 2022 are entitled to attend the H Shares Class Meeting and should bring along their identity cards or passports when attending the H Shares Class Meeting. Holders of the Company’s H Shares should note that the register of members of the Company will be closed from Tuesday, 26 July 2022 to Friday, 29 July 2022 (both dates inclusive). All transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Friday, 29 July 2022.

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

3. Any shareholder who intends to appoint a proxy to attend the H Shares Class Meeting shall put it in writing, with the proxy form to be signed by the appointor or his attorney duly authorized in writing. If the appointor is a corporation, the proxy form must be affixed with its common seal, or signed by any of its directors or attorney duly authorized in writing. If the proxy form is signed by an attorney authorized by the appointer, the power of attorney or other authorization documents must be notarially certified. The notarially certified power of attorney or other authorization documents together with the proxy form must be delivered to the Company’s H share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for H shareholders only) not later than 24 hours before the time appointed for the holding of the H Shares Class Meeting (i.e. before 10:00 a.m. on Thursday, 28 July 2022). Completion and return of the proxy form will not affect the rights of the shareholders to attend and vote at the H Shares Class Meeting in person.

— VI-2 —

NOTICE OF 2022 FIRST H SHARES CLASS MEETING

APPENDIX VI

1. 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 H Shares Class Meeting.

2. 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.

3. Directors, supervisors and senior management of the Company and the witnessing lawyers and other relevant personnel employed by the Company will attend the H Shares Class Meeting.

— VI-3 —