Zijin Mining : Notice of the Second Extraordinary General Meeting in 2019

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 liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

Zijin Mining Group Co., Ltd.*

紫金礦業集團股份 有限公司

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

(Stock code: 2899)

Notice of the Second Extraordinary General Meeting in 2019

NOTICE IS HEREBY GIVEN THAT the second extraordinary general meeting in 2019 (the "EGM") of Zijin Mining Group Co., Ltd.* (the "Company") will be held at 9 a.m. on Monday, 30 December 2019, at the conference room at 21/F., Zijin Headquarters, No. 1 Zijin Road, Shanghang County, Fujian Province, the People's Republic of China (the "PRC") to consider, approve and authorise the following matters:

SPECIAL RESOLUTIONS

1. to consider and approve the proposal on amendments to the articles of association of the Company;
2. to consider and approve the proposal on amendments to the rules governing the procedures of the shareholders' general meeting of the Company;

ORDINARY RESOLUTIONS

1. to consider and approve the remuneration and assessment proposal of Directors and Supervisors of the seventh term;
2. to consider and approve election of non-independent Directors of the seventh term of the Board of Directors of the Company (by way of cumulative voting);
3. to consider and approve election of independent Directors of the seventh term of the Board of Directors of the Company (by way of cumulative voting); and
4. to consider and approve election of Supervisors of the seventh term of the Supervisory Committee of the Company (by way of cumulative voting).

By order of the Board of Directors

Zijin Mining Group Co., Ltd.*

Chen Jinghe

Chairman

Fujian, the PRC, 15 November 2019

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Notes:

1. The Company's register of H Shares members will be closed from 30 November 2019 (Saturday) to 30 December 2019 (Monday) (both days inclusive), during such period no transfer of H Shares will be registered. Holders of H Shares whose names appear on the H Share register of members on 30 December 2019 (Monday, being the record date) will be entitled to attend and vote at the EGM of the Company to be convened on 30 December 2019 (Monday) at the conference room at 21/F., Zijin Headquarters, No. 1 Zijin Road, Shanghang County, Fujian Province, the PRC. In order to be qualified for attending and voting at the EGM, all transfers of shares must be lodged with the Registrar of H Shares of the Company no later than 4:30 p.m. on 29 November 2019 (Friday).
   The address of the Hong Kong Registrar of H Shares is:
   Computershare Hong Kong Investor Services Limited Shops 1712-1716,
   17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai,
   Hong Kong
2. Holders of H Shares who intend to attend the EGM must complete and return the reply slip in writing to the Secretariat of the Board of Directors or Registrar of H Shares of the Company - Computershare Hong Kong Investor Services Limited, the address is: 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong twenty days before the EGM, that is 10 December 2019 (Tuesday).
   Details of the office of the Secretariat of the Board of Directors are as follows:
   41/F., Tower B, Zhonghang Zijin Plaza,
   No. 1811 Huandao Road East, Siming District, Xiamen City, Fujian Province,
   People's Republic of China Tel: [phone] Fax: [phone]
3. Holders of H Shares who have the right to attend and vote at the EGM are entitled to appoint one or more proxies (whether or not a member) in writing to attend and vote on their behalf. For those shareholders who appoint more than one proxy, such proxies can only exercise their voting rights by way of polls.
4. The instrument appointing a proxy must be in writing and signed by the appointer or his attorney duly authorised in writing. In the event that such instrument is signed by an attorney of the appointer, an authorisation instrument that authorises such signatory shall be notarised.
5. To be valid, the proxy form (and if the proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, then together with such power of attorney or other authority) must be deposited at the Registrar of H Shares of the Company - Computershare Hong Kong Investor Services Limited no later than 24 hours before the specified time for the holding of the EGM (i.e. no later than 9 a.m. on Sunday, 29 December 2019, Hong Kong time). The address is: 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
6. If a proxy is appointed to attend the EGM on behalf of a shareholder, the proxy must indicate its identification document and the authorisation instrument with the date of issue and duly signed by the proxy and its legal representative, and in the case of legal representative of legal person shareholders, such legal representative must show its own identification document and valid document to identify its identity as legal representative. If a legal person shareholder appoints a company's representative other than its legal representative to attend the EGM, such representative must show its own identification document and the authorisation instrument bearing the company chop of the legal person shareholder and duly signed by its legal representative.
7. Completion and delivery of the proxy form and ballot will not preclude a holder of H Shares from attending and voting in person at the EGM if he/she so wishes.
8. The EGM is expected to last for a half day, and shareholders attending the EGM will be responsible for their own travelling and accommodation expenses.

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EXPECTED TIMETABLE

Latest time for lodging transfer of shares Book closure period (both days inclusive)

Record date

EGM

Announcement on results of the EGM Register of members re-opens

Note: All times refer to Hong Kong local times.

Year 2019 (Note)

29 November (Friday) 4:30 p.m.

30 November (Saturday) to 30 December (Monday)

30 December (Monday)

30 December (Monday)

30 December (Monday)

31 December (Tuesday)

As at the date of this notice, the Board of Directors of the Company comprises Messrs. Chen Jinghe (Chairman), Lan Fusheng, Zou Laichang, Lin Hongfu, Fang Qixue, and Ms. Lin Hongying as executive directors, Mister. Li Jian as non-executive director, and Messrs. Lu Shihua, Zhu Guang, Sit Hoi Wah, Kenneth, and Cai Meifeng as independent non-executive directors.

• The English name of the Company is for identification purpose only

Should there be any discrepancy, the Chinese text of this notice shall prevail over its English text.

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