Zijin Mining : Announcement in Relation to Listing of A Shares Issued under the Public Issuance of A Shares

Announcement in Relation to Listing of A Shares Issued under the Public Issuance of A

Shares

References are made to the Company's announcements dated 1 January 2019, 25 February 2019 and 12 November 2019 and circular dated 28 March 2019 in relation to the proposed public issuance of A Shares of Zijin Mining Group Co., Ltd.* (the "Company", "Issuer" or "Zijin Mining").

Pursuant to the Approval for Public Issuance of A Shares of Zijin Mining Group Co., Ltd.* (Zhengjian Xuke [2019] No. 1942) issued by the China Securities Regulatory Commission, the Company publicly issued 2,346,041,055 A Shares on 15 November 2019. The issuance price is RMB3.41 per A Share and the gross proceeds raised is RMB7,999,999,997.55 (including issuance expenses) (the "Issuance" or "Public Issuance").

Under the approval of the Shanghai Stock Exchange, the 2,346,041,055 A Shares issued in the Issuance will be listed on the Shanghai Stock Exchange on 29 November 2019, all of which are shares not subject to trading moratorium and lock-up arrangement.

The Company issued "Summary of 2018 A Shares Public Issuance Prospectus of Zijin Mining Group Co., Ltd.*" on the Securities Times on 13 November 2019. The full version of "2018 A Shares Public Issuance Prospectus of Zijin Mining Group Co., Ltd.*" can be accessed on the website of the Shanghai Stock Exchange (http://www.sse.com.cn).

Information relating to the listing of the A Shares issued under the Issuance is as follow:

1. Place of listing: Shanghai Stock Exchange
2. Time of listing: 29 November 2019
3. Stock abbreviation: Zijin Mining
4. Stock code: 601899
5. Total number of shares after completion of the Issuance: 25,377,259,946
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1. Increase in number of shares under the Issuance: 2,346,041,055
2. Commitment of lock-up arrangement of the A Shares to be issued under the Issuance made by the shareholders before the Issuance: Nil
3. Number of shares issued under the Issuance not subject to trading moratorium and lock-up arrangement: 2,346,041,055
4. Registration authority of the shares issued: China Securities Depository and Clearing Corporation Limited Shanghai Branch
5. Sponsor of the listing of the A Shares: Essence Securities Co., Ltd.
6. Status of trading moratorium of the A Shares issued under the Issuance is as follow:

Class	Number of shares	Proportion to the shares issued	Status of trading
issued	under the Issuance (%)	moratorium
First offer to the original A	Shareholders
Original A Shareholders not	378,178,564	16.12	Not subject to
subject to trading moratorium	trading moratorium
Original A Shareholders subject	0	0	-
to trading moratorium
Remaining number of A Shares	after first offer to the	original A Shareholders
Online subscription	374,629,000	15.97	Not subject to
trading moratorium
Offline subscription	1,593,233,491	67.91	Not subject to
trading moratorium
Remaining number of A Shares
subscribed by the lead	0	0	-
underwriter under standby
underwriting
Total	2,346,041,055	100.00	-

Pursuant to article 47 of the Security Law of the People's Republic of China (the "PRC"), profits gained within 6 months after the Issuance from sales of the Company's A Shares of the directors, supervisors, senior management or shareholders holding more than 5% of the Company's shares who participated in the Public Issuance will belong to the Company. Changes in the shares held by the directors, supervisors and senior management of the Company shall be implemented pursuant to Certain Regulations on Reduction of Number of Shares Held by the Shareholders, Directors, Supervisors and Senior Management of Listed Company, Implementation Rules on Reduction of Shares Held by the Shareholders, Directors, Supervisors and Senior Management of Company Listed on the Shanghai Stock Exchange and the Rules on the Management of Shares Held by the Directors, Supervisors and Senior Management of Listed Companies and the Changes Thereof. There is no restriction mechanism for the upper and lower price fluctuation limit

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on the first day the Company's A Shares issued under the Issuance are listed.

Shareholdings of the directors, supervisors and senior management of the Company

Before and after the Issuance, the shareholdings of the directors, supervisors and senior management of the Company are as follows:

	Name			Position		Number of shares held	Number of shares held
				before the Issuance	after the Issuance
						114,000,000	124,050,000
	Chen Jinghe		Chairman	(including 12,000,000 H	(including 12,000,000 H
						Shares)	Shares)
	Lan Fusheng		Vice-chairman, president	7,530,510	7,730,510
	Zou Laichang		Director, vice-president	1,430,000	1,623,050
	Lin Hongfu		Director, vice-president	862,500	978,938
	Fang Qixue		Director, vice-president	301,000	341,635
	Lin Hongying		Director, vice-president, chief	200,000	227,000
		financial officer (concurrent)
	Li Jian		Non-executive director	-	-
	Lu Shihua		Independent non-executive	-	-
		director
	Zhu Guang		Independent non-executive	-	-
		director
	Sit Hoi Wah,		Independent non-executive	-	-
	Kenneth		director
	Cai Meifeng		Independent non-executive	-	-
		director
	Lin Shuiqing		Chairman of the supervisory	300,000	300,000
		committee
	Xu Qiang		Vice-chairman of the supervisory	-	-
		committee
	Fan Wensheng		Supervisor	-	-
				Supervisor representing workers	34,450	36,450
	Liu Wenhong		(including 10,000 H	(including 10,000 H
		and staff
				Shares)	Shares)
	Lan Liying		Supervisor representing workers	-	-
		and staff
	Xie Xionghui		Vice-president	-	149,000
	Liu Qiang		Secretary to the Board	204,700	232,300
	Guo Xianjian		Chief engineer	-	503,000
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Total	124,863,160	136,171,883

The top shareholders and the actual controller of the Issuer

(I) The top shareholders of the Issuer

After completion of the Issuance, top ten shareholders of A Shares and their shareholdings of the Company as at 25 November 2019 are as follows:

			Approximate	Approximate proportion
		Number of	proportion to the
Number	Name of shareholders	to the total number of
shares held	total number of A
		shares (%)
			Shares (%)
	Minxi Xinghang State-owned Assets
1	Investment Company Limited (閩西興杭國	6,083,517,704	30.97	23.97
	有資產投資經營有限公司)
2	China Securities Finance Corporation	691,190,823	3.52	2.72
Limited (中國證券金融股份有限公司)
3	China-Africa Development Fund Co., Ltd.	574,195,789	2.92	2.26
(中非發展基金有限公司)
	Industrial Bank Company Limited -
	Xingquan Trend Investment Mixed
4	Securities Investment Fund	304,147,577	1.55	1.20
	(興業銀行股份有限公司－興全趨勢投資
	混合型證券投資基金)
	Xinhuadu - Guosen Securities - 17
5	Xinhuadu EB Guarantee and Trust Assets	279,037,172	1.42	1.10
Special Account (新華都－國信證券－17
	新華都 EB 擔保及信託財產專戶)
	Perseverance Asset Management L.L.P. -
6	Gaoyi Xiaofeng No. 2 Zhixin Fund (上海	275,772,145	1.40	1.09
高毅資產管理合伙企業（有限合伙）－高
	毅曉峰 2 號致信基金)
7	National Social Security Fund 108 (全國社	263,676,896	1.34	1.04
	保基金一零八組合)
	CITIC Trust Co., Ltd. - CITIC Trust Ruijin
	Phase 43 Gaoyi Xiaofeng Investment
8	Pooled Fund Trust Scheme (中信信托有限	258,665,589	1.32	1.02
	責任公司－中信信託銳進 43 期高毅曉峰
	投資集合資金信托計劃)
9	Hong Kong Securities Clearing Company	200,726,081	1.02	0.79
		4

	Limited
10	Central Huijin Asset Management Ltd. (中	191,694,700	0.98	0.76
	央匯金資產管理有限責任公司)
	Total	9,122,624,476	46.45	35.95

(II) The actual controller of the Issuer

The substantial shareholder and the actual controller of the Company is Minxi Xinghang State-owned Assets Investment Company Limited ("Minxi Xinghang"). After completion of the Issuance, Minxi Xinghang holds 6,083,517,704 shares of the Company on 25 November 2019, representing for approximately 23.97% of the Company's total number of shares.

Changes in the Company's share structure after completion of the Issuance

Shareholding structure of the Company before and after the Issuance is as follow:

Type of shares	Before the Issuance	After the Issuance
Number of	Proportion	Number of shares	Proportion
	shares	(%)	(%)
I. Shares subject to trading	418,553,054	1.82	418,553,054	1.65
moratorium
1. Shares held by state-owned	289,389,067	1.26	289,389,067	1.14
legal persons
2. Shares held by other domestic	129,163,987	0.56	129,163,987	0.51
shareholders
Including: shares held by domestic	129,163,987	0.56	129,163,987	0.51
non-state owned legal persons
Shares held by domestic natural	-	-	-	-
persons
II. Shares not subject to trading	22,612,665,837	98.18	24,958,706,892	98.35
moratorium
1. Renminbi-denominated ordinary	16,875,725,837	73.27	19,221,766,892	75.74
shares
2. Overseas-listed foreign invested	5,736,940,000	24.91	5,736,940,000	22.61
shares
III. Total number of ordinary	23,031,218,891	100.00	25,377,259,946	100.00
shares

This announcement is written in both Chinese and English. In the case of any discrepancies, the Chinese version shall prevail over its English version.

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Investors and shareholders are advised by the Board to exercise caution when dealing in the securities of the Company.

25 November 2019, Fujian, the PRC

* The Company's English name is for identification purpose only

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