Shandong Gold Mining Co., Ltd. — Proxy Solicitation & Information Statement 2025

Jul 7, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

SD-GOLD

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 2025 FIRST H SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2025 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 2025 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 Thursday, 24 July 2025 for the purpose of considering and, if thought fit, passing the following resolutions. Unless otherwise stated, the capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 7 July 2025.

SPECIAL RESOLUTIONS

1. To consider and approve the resolution on the extension of the validity period of the Shareholders' resolution in relation to the Issuance of A Shares of the Company to Target Subscribers.
2. To consider and approve the resolution on the extension of the validity period of the authorization by the Shareholders' meeting to the Board and its authorized persons with full discretion to deal with the relevant matters relating to the Issuance of A Shares to Target Subscribers.

By order of the Board

Shandong Gold Mining Co., Ltd.

Li Hang

Chairman

Jinan, the PRC, 7 July 2025

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

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Notes:

1. All holders of H Shares whose names appear on the H Shares register of members of the Company at the close of business on Friday, 18 July 2025 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 H Shares register of members of the Company will be closed from Monday, 21 July 2025 to Thursday, 24 July 2025 (both days 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Friday, 18 July 2025.

2. Any shareholder entitled to attend and vote at the H Shares Class Meeting is entitled to appoint one or more proxies (who need not be a shareholder of the Company) to attend the H Shares Class Meeting and vote on his/her behalf. 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 appointor, the power of attorney or other authorization documents must be notarially certified. The notarially certified power of attorney or other authorization documents together with the proxy form must be delivered to the Company’s H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for H Shareholders only) not later than 24 hours before the time appointed for the holding of the H Shares Class Meeting (i.e. before 9:30 a.m. on Wednesday, 23 July 2025). 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.

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 H Shares Class Meeting.

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 H Shares Class Meeting.

7. If H Shareholders intend to register for the H Shares Class Meeting, please contact the Board office of the Company before 4:30 p.m. on Monday, 21 July 2025 (Email: hj600547@163.com; Phone: 0531-67710376). If H Shareholders register through email, please specify their contact information so that the Company can contact the participating H Shareholders.