Shandong Gold Mining : Circular for 2020 Annual General Meeting

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shandong Gold Mining Co., Ltd. (山東黃金礦業股份有限公司) (the "Company"), you should at once hand this circular and the enclosed proxy form to the purchaser or transferee or to licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

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. 2020 WORK REPORT OF THE BOARD OF DIRECTORS

2. 2020 WORK REPORT OF THE SUPERVISORY COMMITTEE

3. 2020 WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

4. 2020 FINAL FINANCIAL REPORT

5. RESOLUTION ON THE ANNUAL REPORT AND ITS EXTRACTS

OF THE COMPANY FOR THE YEAR 2020

6. RESOLUTION ON THE 2020 PROFIT DISTRIBUTION

7. RESOLUTION REGARDING THE PROVISION FOR IMPAIRMENT OF ASSETS FOR THE YEAR 2020

1. RESOLUTION REGARDING THE APPOINTMENT OF ACCOUNTING FIRMS FOR 2021

9. RESOLUTION REGARDING THE APPOINTMENT OF INTERNAL CONTROL AUDITING FIRM FOR 2021

1. RESOLUTION REGARDING THE 2020 APPRAISAL REPORT ON INTERNAL CONTROL
   11. 2020 SOCIAL RESPONSIBILITY REPORT

12. RESOLUTION REGARDING THE SPECIAL REPORT ON THE DEPOSIT AND USE OF PROCEEDS IN 2020

13. RESOLUTION ON GENERAL MANDATE TO ISSUE H SHARES

14. RESOLUTION REGARDING THE COMPANY'S GUARANTEE FACILITY FOR THE HONG KONG SUBSIDIARY FOR 2021

15. RESOLUTION REGARDING THE CHANGE IN REGISTERED CAPITAL

16. RESOLUTION REGARDING THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

17. NOTICE OF 2020 ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the "AGM") of Shandong Gold Mining Co., Ltd. to be held at the conference room of the Company, No. 2503, Jingshi Road, Licheng District, Jinan, Shandong Province, the PRC at 9:00 a.m. on Thursday, 10 June 2021 is set out on pages 18 to 21 of this circular.

The proxy form for use in connection with the AGM is enclosed herewith. The said proxy form is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk).

Any shareholder(s) of the Company (the "Shareholders") entitled to attend and vote at the AGM 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 AGM and vote on your behalf, you are requested to complete the accompanying proxy form 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 AGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjournment hereof should you so wish.

10 May 2021

		TABLE OF CONTENTS
DEFINITIONS . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF 2020 ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
APPENDIX I	-	2020 WORK REPORT OF THE INDEPENDENT
		NON-EXECUTIVEDIRECTORS . . . . . . . . . . . . . . . . . . . . . . . .	22
APPENDIX II	-	FINAL FINANCIAL REPORT FOR THE YEAR 2020 . . . . . . . . . .	32
APPENDIX III	-	RESOLUTION REGARDING THE PROVISION FOR
		IMPAIRMENT OF ASSETS FOR THE YEAR 2020 . . . . . . . . . .	37
APPENDIX IV	-	2020 APPRAISAL REPORT ON INTERNAL CONTROL . . . . . . .	41
APPENDIX V	-	THE SPECIAL REPORT ON THE DEPOSIT AND USE OF
		PROCEEDS IN 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	59
APPENDIX VI	-	RESOLUTION REGARDING THE COMPANY'S
		GUARANTEE FACILITY FOR THE HONG KONG
		SUBSIDIARY FOR 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	62

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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 Shanghai Stock Exchange;
"A Shareholder(s)"	holder(s) of A Shares;
"AGM"	the annual general meeting of the Company to be held at
	9:00 a.m. on Thursday, 10 June 2021 at the conference
	room of the Company, No. 2503, Jingshi Road, Licheng
	District, Jinan, Shandong Province, the PRC;
"Annual Report"	the 2020 annual report published on 29 April 2021 on the
	websites of the Company (www.sdhjgf.com.cn) and Hong
	Kong Exchanges and Clearing Limited (www.hkexnews.hk);
"Articles of Association"	the articles of association of the Company, as amended
	from time to time;
"Board" or "Board of Directors"	the board of Directors of the Company;
"Company"	Shandong Gold Mining Co., Ltd. (山東黃金礦業股份有限
	公司), a joint stock company incorporated in the PRC
	under the laws of the People's Republic of China with
	limited liability on 31 January 2000, the H Shares and A
	Shares of which are listed on the main board of the Hong
	Kong Stock Exchange (Stock Code: 1787) and the
	Shanghai Stock Exchange (Stock Code: 600547)
	respectively;
"CSRC"	China Securities Regulatory Commission;
"Directors"	the directors of the Company;
"General Mandate"	a general mandate to be granted to the Board for issuing H
	Shares representing up to the limit of 20% of the aggregate
	number of H Shares in issue on the date of passing the
	relevant resolution by the Shareholders;
"Group"	the Company and its subsidiaries;
"H Shares"	the overseas-listed foreign invested share(s) in the
	Company's share capital, with a nominal value of
	RMB1.00 each, which are listed on the Hong Kong Stock
	Exchange;

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	DEFINITIONS
"H Shareholder(s)"	holder(s) of H Shares;
"HKSCC"	Hong Kong Securities Clearing Company Limited;
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC;
"Hong Kong dollar"	Hong Kong dollar, the lawful currency of Hong Kong;
"Hong Kong Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited, as amended,
	supplemented or otherwise modified from time to time;
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Latest Practicable Date"	4 May 2021, being the latest practicable date prior to the
	printing of this circular;
"PBOC"	the People's Bank of China (中國人民銀行), the central
	bank of the PRC;
"PRC" or "China"	the People's Republic of China, but for the purpose of this
	circular, excludes Hong Kong, Macau Special Administrative
	Region and Taiwan;
"Profit Distribution"	the proposed distribution of cash dividend of RMB0.5 (tax
	inclusive) for every 10 Shares;
"Prospectus"	the prospectus being issued by the Company in connection
	with the Hong Kong public offering dated 14 September
	2018;
"RMB"	Renminbi, the lawful currency of the PRC;
"SDG Capital Management"	SD Gold Capital Management Co., Ltd. (山金金控資本管
	理有限公司), a limited liability company incorporated in
	the PRC on 14 November 2012 and a wholly-owned
	subsidiary of the Company;
"SDG Group"	SDG Group Co. and all of its subsidiaries;

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DEFINITIONS

"SDG Group Co."

"SDG Hong Kong"

"Shanghai Listing Rules"

"Shareholders"

"SSE" or "Shanghai Stock Exchange"

"Supervisor(s)"

"Supervisory Committee"

Shandong Gold Group Co., Ltd. (山東黃金集團有限公司), a limited liability company incorporated in the PRC on 16 July 1996, the Controlling Shareholder of the Company, and was held as to approximately 70% by the State-owned Assets Supervision and Administration Commission of Shandong Provincial Government, as to approximately 20% by Shandong Guohui Investment Co., Ltd. (山東國惠 投資有限公司) and as to approximately 10% by Shandong Provincial Council for Social Security Fund (山東省社會 保障基金理事會);

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

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;

the shareholders of the Company;

Shanghai Stock Exchange (上海證券交易所);

the supervisor(s) of the Company; and

the committee of Supervisors.

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