Zijin Mining : (H Share)Proposed Public Issuance of A Shares

This announcement appears for information purposes only and does not constitute an offer or an invitation to acquire, subscribe for or purchase any securities.

Proposed Public Issuance of A Shares

Proposed Public Issuance of A Shares

The fifteenth extraordinary meeting in 2018 of the sixth term of the Board convened on 29 December 2018 and held in Xiamen reviewed and resolved that the Company shall apply to the CSRC for public issuance of not more than 3,400,000,000 A Shares (including 3,400,000,000 A Shares, with nominal value of RMB0.10 each) to unspecific investors in the PRC, which would raise gross proceeds of up to RMB8 billion (including RMB8 billion, issuance expense inclusive). The proposed Public Issuance of A Shares will be subject to the approvals of the Shareholders at the EGM, the Class Meetings and the approvals of the CSRC.

The A Shares proposed to be issued will be firstly offered to all the A Shareholders whose names appeared on the share register on the record date after the stock market closes at a certain portion. The specific proportion of the offer will be determined based on market situation and negotiations between the Board or its authorised persons under the authorisation of the Shareholders' General Meetings and the sponsor (the lead underwriter). Unsubscribed portion will be allotted and issued to other potential investors with indicated interest.

Implications under the Listing Rules

The proposed Public Issuance of A Shares will constitute a variation of class rights of the A Shareholders and the H Shareholders under the Articles of Association. Pursuant to provisions of the Articles of Association and Rule 19A.38 of the Listing Rules, the proposed Public Issuance of A Shares is subject to approvals by way of special resolutions by the Shareholders at the EGM and the A Shareholders and the H Shareholders at the respective Class Meetings.

In the event that any Connected Person of the Company subscribes for the A Shares to be issued under the Public Issuance of A Shares, the Company shall seek, if applicable, for Independent Shareholders' approval and will comply with the relevant disclosure requirements under the Listing Rules.

Pursuant to Rule 19A.39A of the Listing Rules, a Circular containing further details of the proposed Public Issuance of A Shares will be issued by the Company and dispatched to the H Shareholders in due course.

Shareholders' General Meetings

An EGM will be convened by the Company and held for the purpose of, inter alia, considering and approving the proposed Public Issuance of A Shares and the related matters. Class Meetings will also be convened by the Company and held for the purpose of, inter alia, considering and approving the proposed Public Issuance of A Shares and the related matters.

The Public Issuance of A Shares may or may not proceed. Investors and Shareholders are advised by the Board to exercise caution when dealing in the securities of the Company.

This announcement is made by the Company pursuant to Part XIVA of the Securities and Futures Ordinance (Chapter 571, the laws of Hong Kong) and Rule 13.09 of the Listing Rules.

Proposed Public Issuance of A Shares

The fifteenth extraordinary meeting in 2018 of the sixth term of the Board convened on 29 December 2018 and held in Xiamen reviewed and resolved that the Company shall apply to the CSRC for public issuance of not more than 3,400,000,000 A Shares (including 3,400,000,000 A Shares, with nominal value of RMB0.10 each) to unspecific investors in the PRC, which would raise gross proceeds of up to RMB8 billion (including RMB8 billion, issuance expense inclusive). The proposed Public Issuance of A Shares will be subject to the approvals of the Shareholders at the EGM, the Class Meetings and the approvals of the CSRC.

Structure of the Public Issuance of A Shares

Class of the Shares	The Shares to be issued under the Issuance will be Renminbi-denominated
to be issued	ordinary shares (A Shares) which will be listed in the PRC.
Nominal value of the	The nominal value of the Shares to be issued under the Issuance will be
Shares to be issued	RMB0.10 each.
Number of A Shares	The maximum number of A Shares to be issued under the Issuance will be
to be issued	3,400,000,000 (3,400,000,000 inclusive, not more than 15% of the number
2

of total issued Shares of the Company).

The total number of A Shares to be issued will be adjusted correspondingly if any ex-rights or ex-dividends event such as distribution of dividends or bonus shares, conversion of capital reserve into share capital, etc., or any other event which leads to changes in the total share capital of the Company before the Issuance occurs during the period from the issuance date of the Board resolutions announcement to the date of the Issuance.

The final number of A Shares to be issued will be determined based on the prevailing supervisory policies and market situation at the Issuance, and negotiations between the Board or its authorised persons under the authorisation of the Shareholders' General Meetings and the sponsor (the lead underwriter) within the abovementioned maximum number of A Shares to be issued after obtaining the approvals of the Issuance of the CSRC.

Methods of issuanceThe Issuance, being a public issuance to unspecific investors, will be conducted through methods as approved by the CSRC including but not limited to online and offline price determination. The specific methods of the Issuance will be determined based on negotiations between the Board or its authorised persons under the authorisation of the Shareholders' General Meetings and the sponsor (the lead underwriter).

Issuing objects and methods of subscription

The issuing objects will be natural persons, legal entities, securities investment funds and other legitimate investors in compliance with the stipulations of laws and regulations who maintain A share accounts with the China Securities Depository and Clearing Co., Ltd. Shanghai Branch (save for those investors who are not permitted to subscribe for the A Shares by national laws, regulations, rules and policies of the PRC).

All the issuing objects will subscribe the A Shares to be issued under the Public Issuance at the same price in cash.

Pre-emptive right of the existing Shareholders

The A Shares proposed to be issued will be firstly offered to all the A Shareholders whose names appeared on the share register on the record date after the stock market closes at a certain portion. The specific proportion of the offer will be determined based on market situation and negotiationsbetween the Board or its authorised persons under the authorisation of the Shareholders' General Meetings and the sponsor (the lead underwriter). Unsubscribed portion will be allotted and issued to other potential investors with indicated interest.

Pricing principles and issuance price

Pursuant to the provisions of Administrative Measures for the Issuance of Securities by Listed Companies, the issuance price under the Issuance shall be no less than the lower of the average trading price of the A Shares for the 20 trading days or the average trading price of the A Shares on the trading day preceding the date of publication of the offering documents.

The final issuance price will be determined based on the prevailing supervisory policies and market situation at the Issuance, and negotiations between the Board or its authorised persons under the authorisation of the Shareholders' General Meetings and the sponsor (the lead underwriter) after obtaining the approvals of the CSRC.

If there are any changes in the relevant laws, regulations, rules and policies or supervisory requirements newly issued by the securities regulatory authorities before the Issuance, the Company will correspondingly adjust the issuance price under the Issuance, which will be determined based on negotiations between the Board or its authorised persons under the authorisation of the Shareholders' General Meetings and the sponsor (the lead underwriter).

Time of issuanceAfter obtaining the approvals of the CSRC regarding the Issuance, the Company will seek favourable time to carry out the Issuance within the period as approved by the approvals and relevant regulations.

Place of listing

The Company will apply to the Shanghai Stock Exchange for the listing of and permission to deal in the A Shares to be issued.

Lock-up period of the Issued A Shares

There is no lock-up period for the A Shares issued under the Issuance. If there are other restrictions for the lock-up period of the A Shares issued to the issuing objects pursuant to relevant laws and regulations, the lock-up period pursuant to the relevant laws and regulations shall prevail.

If there are any policies or supervisory requirements on public issuance oflisted companies newly issued by the securities regulatory authorities in the future, the lock-up period pursuant to the policies or supervisory requirements newly issued shall prevail.

Use of the proceeds raised

The total proceeds raised in the Public Issuance (issuing expense inclusive) will not exceed RMB8 billion

(RMB8 billion inclusive), which are intended to be used in the project below:

Unit: RMB billion

No.	Project name	Total investment amount of the project	Amount of the proceeds raised intended to be used in the project
1	All cash takeover of 100% interest of Nevsun Resources Ltd. ("Nevsun")	9.3633060	8
Total		9.3633060	8

Note 1: Pursuant to the pre-acquisition agreement entered into between the Company and Nevsun in September 2018 with respect to the acquisition, the consideration for acquiring 100% interest of Nevsun is CAD $1,858,499,430, equivalent to approximately RMB9.3633060 billion (based on the middle rate of foreign exchange rate quotation of CAD $1:RMB5.0381 of China Foreign Exchange Trade System on 29

December 2018) and approximately USD1.3642770 billion (based on the middle rate of foreign exchange rate quotation of USD1:RMB6.8632 of China Foreign Exchange Trade System on 29 December 2018).

Note 2: The total assets, operating income, net profit, net assets and consideration of the project to be invested by the proceeds raised do not reach the standard of material asset restructuring as stipulated in Administrative Measures for the Material Asset Restructuring of Listed Companies. The acquisition does not constitute a material asset restructuring of listed company.

The project to be invested by the proceeds raised is acquisition of the issued common shares of Nevsun by all cash takeover. As at the convention date of the fifteenth extraordinary meeting in 2018 of the sixth term of the Board, the number of Nevsun's common shares tendered to the offer totaled 276,820,575, representing approximately 89.37% of the total issued and outstanding common shares of Nevsun. The all cash takeover is successful. After the expiry of the initial offer period, the Company will continue to acquire the Nevsun's shares not yet acquired pursuant to Canadian securities laws.

If the actual proceeds raised in the Public Issuance are less than the amount required for project investment, the Company will seek the outstanding portion through self-financed fund. The Company will invest in the project with self-financed fund according to the actual development progress of the project before the