Zhaojin Mining Industry : NOTICE OF 2020 ANNUAL GENERAL MEETING

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ZHAOJIN MINING INDUSTRY COMPANY LIMITED*

招 金 礦 業 股 份 有 限 公 司

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

(Stock Code: 1818)

NOTICE OF 2020 ANNUAL GENERAL MEETING

NOTICE IS HERE BY GIVEN that the 2020 annual general meeting (the "AGM") of Zhaojin Mining Industry Company Limited (the "Company") will be held at the Company's conference room at No.118 Wenquan Road, Zhaoyuan City, Shandong Province, the People's Republic of China (the "PRC") at 9:00 a.m. on Monday, 7 June 2021 for the following purposes:

ORDINARY RESOLUTIONS

To consider and approve the following as ordinary resolutions:

1. the report of the board of directors (the "Board") of the Company for the year ended 31 December 2020;
2. the report of the supervisory committee of the Company for the year ended 31 December 2020;
3. the audited financial report of the Company for the year ended 31 December 2020;
4. the proposal for the declaration and payment of final dividends for the year ended 31 December 2020; and
5. the proposal for the re-appointment of Ernst & Young and Ernst & Young Hua Ming LLP as the international auditor and the PRC auditor of the Company, respectively, for the year ending 31 December 2021, and to authorize the Board to fix their remuneration.

• For identification purpose only

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SPECIAL RESOLUTIONS

To consider and approve the following as special resolutions:

1. The General Mandate to Issue Additional Domestic Shares and H Shares

1. the Board be and is hereby granted an unconditional general mandate to separately or concurrently issue, allot and deal with additional Domestic Shares and H Shares in the share capital of the Company and to make any proposals, enter into any agreement or grant any conversion rights in respect thereof, subject to the following terms:
2. 1. such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period make any proposals, enter into any agreement or grant any conversion rights which might require the exercise of such powers after the end of the Relevant Period;
   2. the number of new Domestic Shares to be allotted or agreed conditionally or unconditionally to be allotted and issued (whether or not by way of an exercise of conversion rights or by any other means) by the Board shall not exceed 20% of the total number of Domestic Shares in issue as at the date of passing this resolution, being 132,167,521 Domestic Shares; the number of new H Shares to be allotted or agreed conditionally or unconditionally to be allotted and issued (whether or not by way of an exercise of conversion rights or by any other means) by the Board shall not exceed 20% of the total number of H Shares in issue as at the date of passing this resolution, being 521,911,119 H Shares; and
   3. the Board will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (including but not limited to Rules 13.36(6) and 13.36(7)) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained.
3. for the purpose of this resolution:
   "Domestic Share(s)" means ordinary share(s) issued by the Company, with a RMB-denominated par value of RMB1.00 each, which were subscribed for and paid up in RMB;
   "H Share(s)" means the overseas-listed foreign invested share(s) in the share capital of the Company, with a RMB-denominated par value of RMB1.00 each, which are traded in Hong Kong dollars and listed on the main board of the Hong Kong Stock Exchange;

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"Relevant Period" means the period from the passing of this resolution until the earliest of the three periods below:

1. 1. the conclusion of the next annual general meeting of the Company following the passing of this resolution;
   2. the expiration of a 12-month period following the passing of this resolution; or
   3. the date on which the authority set out in this resolution is revoked or varied by a special resolution of the Shareholders of the Company in a general meeting.
2. contingent on the Board's resolving to issue Shares pursuant to paragraph (a) of this resolution, the Board be and is hereby authorized to approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider relevant in connection with the issue of such new Shares including, but not limited to, determining the time and place of issue, making all necessary applications to the relevant authorities and entering into an underwriting agreement (or any other agreement), to determine the use of proceeds and to make all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities, and to make such amendments to the Articles of Association as it thinks fit so as to reflect the increase in registered capital of the Company and to reflect the new share capital structure of the Company under the intended allotment and issue of the Shares of the Company pursuant to the resolution under paragraph (a) of this resolution.

2. The General Mandate for the Repurchase of H Shares

1. subject to paragraphs (b) and (c) below, the Board be and is hereby authorized to exercise all the powers of the Company to repurchase the H Shares in issue of the Company on the Hong Kong Stock Exchange during the Relevant Period (as defined in paragraph 1(b) above), subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the PRC, the Hong Kong Stock Exchange or any other governmental or regulatory bodies.
2. the total number of H Shares of the Company authorised to be repurchased subject to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the total number of the H Shares in issue of the Company as at the date of the passing of this resolution.
3. the approval in paragraph (a) above shall be conditional upon:
4. 1. the passing of a special resolution at the AGM of the Company to be held on 7 June 2021 with the same terms (except for this sub-paragraph (c)(i)) as the resolutions passed at the H Share Class Meeting and Domestic Share Class Meeting to be convened separately for such purpose;
   2. the approval of the relevant PRC regulatory authorities as may be required by laws, rules and regulations of the PRC being obtained by the Company; and

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1. 1. the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount) pursuant to the notification procedure set out in Article 4.2 of the Articles of Association of the Company.
2. subject to approval of all relevant PRC regulatory authorities for the repurchase of such H Shares being granted, the Board be hereby authorised to:
3. 1. make such amendments to the Articles of Association of the Company accordingly as it thinks fit so as to reduce the registered share capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H Shares of the Company as contemplated in paragraph (a) above; and

1. 1. file the amended Articles of Association of the Company with the relevant governmental authorities of the PRC.
2. for the purpose of this resolution:
   "H Share(s)" means the overseas-listed foreign invested share(s) in the share capital of the Company, with a RMB-denominated par value of RMB1.00 each, which are traded in Hong Kong dollars and listed on the main board of the Hong Kong Stock Exchange.

By order of the Board

Zhaojin Mining Industry Company Limited*

Weng Zhanbin

Chairman

Zhaoyuan, the PRC, 23 April 2021

Notes:

1. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated 23 April 2021.
2. For details of the general mandates for the issue of additional H Shares and Domestic Shares and the repurchase of H Shares, please refer to the accompanying circular.
3. In order to determine the Shareholders who are entitled to attend the AGM, the register of members of the Company will be closed from 2 June 2021 to 7 June 2021, both days inclusive, during which no transfer of Shares will be registered. In order to determine the Shareholders who are entitled to receive the final dividend for the year ended 31 December 2020, the register of members of the Company will be closed from 11 June 2021 to 15 June 2021, both days inclusive, during which no transfer of Shares will be registered.

• For identification purpose only

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To be entitled to attend and vote at the AGM, Shareholders whose transfer of Shares have not been registered must lodge all transfer instruments accompanied by the relevant share certificates with the Company's H Shares registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for H Share Shareholders or the business address of the Company in the PRC at No. 118 Wenquan Road, Zhaoyuan City, Shandong Province, the PRC for Domestic Share Shareholders for registration at or before 4:30 p.m. on Tuesday, 1 June 2021 (Hong Kong time).

To be entitled to receive the final dividend for the year 2020, Shareholders whose transfer of Shares have not been registered must lodge all transfer instruments accompanied by the relevant share certificates with the Company's H Shares registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for H Share Shareholders or the business address of the Company in the PRC at No. 118 Wenquan Road, Zhaoyuan City, Shandong Province, the PRC for Domestic Share Shareholders for registration at or before 4:30 p.m. on Thursday, 10 June 2021 (Hong Kong time).

1. Shareholders of the Company whose names appear on the register of members of the Company on 7 June 2021 will be entitled to attend and vote at the AGM or any adjourned meetings, and Shareholders of the Company whose names appear on the register of members of the Company on 15 June 2021 will be entitled to receive the final dividends.
2. If a Shareholder appoints more than one proxy to attend the meeting, its proxy can only vote by poll.
3. H Share Shareholders and Domestic Share Shareholders who have the right to attend and vote at the AGM are entitled to appoint one or more proxies (whether or not a Shareholder) to attend and vote on his/her/its behalf. For those Shareholders who appoint more than one proxy, such proxies can only exercise their voting rights by way of poll. Shareholders who intend to appoint one or more proxies should first read the accompanying circular and the policies on the declaration and payment of final dividends.
4. If a proxy is appointed to attend the AGM on behalf of a Shareholder, the proxy must produce proof of identity and the authorisation instrument with the date of issue and duly signed by the proxy or its legal personal representative, and in the case of legal representatives of legal person Shareholders, such legal representatives must produce proof of identity and effective document to identify its identity as legal representative. If a legal person Shareholder appoints a company representative other than its legal representative to attend the AGM, such representative must produce proof of identity and the authorisation instrument bearing the company chop of the legal person Shareholder and duly authorised by its legal representative.
5. If the proxy form is signed by a person under a power of attorney or other authority, the power of attorney or other authority must be notarially certified. In order to be valid, the notarially certified copy of such power of attorney or other authority under which it is signed together with the proxy form must be deposited at the H Shares registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Share Shareholders) not less than 24 hours before the time for holding the AGM or the business address of the Company in the PRC (for Domestic Share Shareholders) not less than 24 hours before the time for holding the AGM.
6. The AGM is expected to be held for less than half a day. Shareholders and their proxies who attend the meeting shall arrange for their own transportation and accommodation at their own expenses.

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The business address of the Company in the PRC is as follows:

No. 118 Wenquan Road, Zhaoyuan City, Shandong Province, the PRC Tel: [phone]

Fax: [phone]

Postal code: 265400

As at the date of this notice, members of the Board comprise:

Executive Directors:	Mr. Weng Zhanbin, Mr. Dong Xin and Mr. Wang Ligang
Non-executive Directors:	Mr. Zhang Banglong, Mr. Liu Yongsheng, Mr. Gao Min
	and Mr. Huang Zhen
Independent non-executive	Ms. Chen Jinrong, Mr. Choy Sze Chung Jojo, Mr. Wei
Directors:	Junhao and Mr. Shen Shifu

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