Zijin Mining : Announcement in relation to Amendments to the Articles of Association of the Company

Announcement in relation to Amendments to the Articles of Association of the Company

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, Zijin Mining Group Co., Ltd.* (the "Company") publicly issued 2,346,041,055 A Shares. After completion of the public issuance, the Company's total number of shares increased from 23,031,218,891 to 25,377,259,946; the Company's registered share capital will change from RMB2,303,121,889.10 to RMB2,537,725,994.60. Ernst & Young Hua Ming LLP verified the receipt of funds from the public issuance on 21 November 2019, issued the Capital Verification Report of Zijin Mining Group Co., Ltd.* (Ernst & Young Hua Ming (2019) Yan Zi No. 60468092_H01) and confirmed the capital verification. China Securities Depository and Clearing Corporation Limited Shanghai Branch issued the certificate on change of share registration on 22 November 2019.

Pursuant to relevant provisions including the Company Law of the People's Republic of China (the "Company Law") and the Reply of the State Council on Adjusting the Notice Period for the General Meeting of Shareholders and Other Matters Applicable to Companies Listed Abroad (Guo Han [2019] No. 97), the Proposal on Amendments to the Articles of Associations of the Company was considered and approved at the 13th extraordinary meeting in 2019 of the sixth term of the board of directors (the "Board") of the Company, where amendments were proposed to be made to the articles of association of the Company (the "Articles of Association") relating to repurchase of shares, notice period of shareholders' general meeting, etc. Among them, the amendments to Article 102 relating to the notice period of classified shareholders' meeting are concerned with amendments to the rights of classified shareholders. Hence, the proposed amendments shall be also tabled to the A Shareholders' class meeting and H Shareholders' class meeting of the Company for consideration and approval before coming into effect.

On 2 December 2019, the Proposal in relation to the Change of Registered Capital and Amendments to the Articles of Association of the Company and the Proposal in relation to Amendments to Article 102 of the Articles of the Association of the Company were considered and approved at the 15th extraordinary

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meeting in 2019 of the sixth term of the Board of the Company. It was agreed that amendments shall be made to articles relating to share capital structure, registered capital, notice of classified shareholders' meeting, etc. in the current Articles of Association. Details of the proposed amendments are as follows:

	Before amendments	After amendments
	Article 17: The current share capital structure	Article 17: The current share capital structure
	of the Company is: the Company's issued	of the Company is: the Company's issued
	ordinary shares is 23,031,218,891 shares	ordinary shares is 25,377,259,946 shares
	with RMB0.10 of par value per share, among	with RMB0.10 of par value per share, among
	which 17,294,278,891 sharesare domestic	which 19,640,319,946 shares are domestic
	shares (representing approximately 75.09%	shares (representing approximately	77.39%
	of total issued ordinary shares of the	of total issued ordinary shares of the
	Company); 5,736,940,000 sharesare H	Company); 5,736,940,000 shares are H
	shares (representing approximately 24.91%	shares (representing approximately	22.61%
	of total issued ordinary shares of the	of total issued ordinary shares of the
	Company).	Company).
	Article 20: The Company's registered share	Article 20: The Company's registered share
	capital is RMB2,303,121,889.10.	capital is RMB2,537,725,994.60.
Articles of	Article 102: When the Company plans to	Article 102: When the Company	plans to
hold a classified shareholders' meeting, a	hold a classified shareholders' meeting, a
Association
	written notice shall be issued 45 days before	notice shall be issued pursuant to Article
	the meeting is heldso as to inform the	67 with respect to the notice period of
	shareholders of a class of shares on record of	convening an extraordinary	general
	the matters to be discussed and the date and	meeting so as to inform the shareholders of a
	place of the meeting. The shareholders	class of shares on record of the matters to be
	intended to attend the meeting shall send a	discussed and the date and place of the
	written reply on appearance at the meeting to	meeting.
	the Company 20 days before the meeting is
	held.
	If the number of voting shares of the
	attending shareholders reaches over half of
	the total voting shares of the class at the
	meeting, the Company can hold the classified
	shareholders' meeting; if not, the Company

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shall inform the shareholders of the discussion items, meeting date and place again in the form of announcement within 5 days. After the announcement, the Company can hold the classified shareholders' meeting.

Except for the abovementioned amendments, the contents of other provisions of the Articles of Association remain unchanged.

The proposed amendments to Articles 17 and 20 of the Articles of Association are required to be tabled to the extraordinary general meeting of the Company for consideration and approval; the proposed amendments to Article 102 of the Articles of Association are required to be tabled to the extraordinary general meeting, A Shareholders' class meeting and H Shareholders' class meeting of the Company for consideration and approval.

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

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

2 December 2019, Fujian, the PRC

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

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