Shandong Gold Mining : NOTICE OF 2020 FOURTH EXTRAORDINARY GENERAL MEETING

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SHANDONG GOLD MINING CO., LTD.

山東黃金礦業股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1787)

NOTICE OF 2020 FOURTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 Fourth Extraordinary General Meeting (the "EGM") of Shandong Gold Mining Co., Ltd. (the "Company") will be held at the conference room of the Company, Building No. 3, Shuntai Plaza, Shunhua Road No. 2000, Jinan, Shandong Province, the PRC at 9:00 a.m. on Tuesday, 13 October 2020 for the purpose of considering and, if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

1. To approve the resolution on the Company's satisfaction of the conditions for public issuance of renewable corporate bonds.

2.00 To approve the resolution on the Company's proposed issuance of renewable corporate bonds.

2.01 Issue Size

1. Par Value and Issue Price
2. Issue Method
3. Issue Target and Arrangement for Placement to Shareholders of the Company
4. Term of the Bonds
5. Interest Rate and Payment of Interests
6. Terms of Guarantee

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2.08 Use of Proceeds

1. Proposed Place of Listing
2. Measures to Secure Repayment
3. Underwriting
4. Validity of the Resolution

ORDINARY RESOLUTION

3. To approve the resolution on proposing at the general meeting to authorize the board of directors with full discretion to handle the matters related to the Company's public issuance of renewable corporate bonds.

By order of the Board

Shandong Gold Mining Co., Ltd.

Li Guohong

Chairman

Jinan, the PRC

21 September 2020

As at the date of this notice, the executive directors of the Company are Mr. Wang Peiyue, Mr. Li Tao and Mr. Tang Qi; the non-executive directors of the Company are Mr. Li Guohong, Mr. Wang Lijun and Ms. Wang Xiaoling; and the independent non-executive directors of the Company are Mr. Gao Yongtao, Mr. Lu Bin and Ms. Hui Wing.

Notes:

1. All holders of H Shares whose names appear on the register of members of the Company on Thursday, 8 October 2020 are entitled to attend the EGM and should bring along their identity cards or passports when attending the EGM. Holders of the Company's H Shares should note that the register of members of the Company will be closed from Thursday, 8 October 2020 to Tuesday, 13 October 2020 (both dates inclusive). All transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar, namely Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Wednesday, 7 October 2020. The record date and arrangements in respect of the holders of A Shares of the Company who are entitled to attend the EGM will be determined and announced separately in the PRC.
2. Any shareholder entitled to attend and vote at the EGM is entitled to appoint a proxy or more proxies (who need not be a shareholder of the Company) to attend the EGM and vote thereat in his stead. For any shareholder who appoints more than one proxy, the voting right can only be exercised by his/her proxies on a poll.

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1. Any shareholder who intends to appoint a proxy to attend the EGM shall put it in writing, with the proxy form to be signed by the appointor or his attorney duly authorized in writing. If the appointor is a corporation, the proxy form must be affixed with its common seal, or signed by any of its directors or attorney duly authorized in writing. If the proxy form is signed by an attorney authorized by the appointer, the power of attorney or other authorization documents must be notarially certified. The notarially certified power of attorney or other authorization documents together with the proxy form must be delivered to the Company's H share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (for H shareholders only) not later than 24 hours before the time appointed for the holding of the EGM (i.e. before 9:00 a.m. on Monday, 12 October 2020). Completion and return of the proxy form will not affect the rights of the shareholders to attend and vote at the EGM in person.
2. 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.
3. 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.
4. Directors, supervisors and senior management of the Company and the witnessing lawyers and other relevant personnel employed by the Company will attend the EGM.

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