Zhaojin Mining Industry : PROPOSAL FOR GENERAL MANDATE TO ISSUE ADDITIONAL DOMESTIC SHARES AND H SHARES AND PROPOSAL FOR GENERAL MANDATE TO REPURCHASE H SHARES AND PROPOSAL FOR DECLARATION OF FINAL DIVIDENDS AND NOTICE OF ANNUAL GENERAL MEETING AND NOTICE OF DOMESTIC SHARE CLASS MEETING AND NOTICE OF H SHARE CLASS MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in ZHAOJIN MINING INDUSTRY COMPANY LIMITED*, you should at once hand this circular together with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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)

PROPOSAL FOR GENERAL MANDATE TO ISSUE ADDITIONAL

DOMESTIC SHARES AND H SHARES

AND

PROPOSAL FOR GENERAL MANDATE

TO REPURCHASE H SHARES

AND

PROPOSAL FOR DECLARATION OF FINAL DIVIDENDS

AND

NOTICE OF ANNUAL GENERAL MEETING

AND

NOTICE OF DOMESTIC SHARE CLASS MEETING

AND

NOTICE OF H SHARE CLASS MEETING

Notices convening the AGM and the Class Meetings of the Company are set out on pages 16 to 29 of this circular.

Any Shareholder(s) entitled to attend and vote at the AGM and the Class Meetings are entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a Shareholder of the Company. In the event that a Shareholder appoints more than one proxy to attend the meeting, such proxies may only exercise their voting rights in a poll. If you intend to appoint a proxy to attend the AGM and the Class Meetings and vote on your behalf, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the AGM and the Class Meetings (for the H Share Shareholders); or for the Domestic Share Shareholders of the Company, to the business address of the Company in the PRC not less than 24 hours before the time appointed for the holding of the AGM and the Class Meetings.

* For identification purpose only

23 April 2021

CONTENTS
	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General Mandate to issue additional Domestic Shares and H Shares . . . . . . . . . . . .	5
General Mandate to repurchase H Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Conditions to repurchase H Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
AGM and the Class Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Declaration of final dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Closure of the register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix - Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Notice of Domestic Share Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
Notice of H Share Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26

- i -

DEFINITIONS

In this circular, unless otherwise indicated in the context, the following expressions have the

following meanings:

"AGM"	the 2020 annual general meeting of the Company to be
	held at the Company's conference room at No. 118
	Wenquan Road, Zhaoyuan City, Shandong Province,
	the PRC on 7 June 2021 (Monday) at 9:00 a.m.
"Articles of Association"	the articles of association of the Company
"associates"	has the meaning ascribed thereto under the Listing
	Rules
"Board"	the board of Directors
"Class Meeting(s)"	the Domestic Share Class Meeting and the H Share
	Class Meeting of the Company
"Company"	Zhaojin Mining Industry Company Limited* (招金礦
	業股份有限公司) (Stock Code: 1818), a joint stock
	limited company incorporated in the PRC and whose
	H Shares are listed on the Hong Kong Stock Exchange
"Company Law"	the Company Law of the PRC
"connected person(s)"	has the meaning ascribed thereto in the Listing Rules
"Directors"	the directors of the Company
"Domestic Share(s)"	the ordinary share(s) issued by the Company, with a
	RMB-denominated par value of RMB1.00 each, which
	are subscribed for and fully paid up in RMB
"Domestic Share Class Meeting"	the class meeting of the Domestic Share Shareholders
	to be held at the Company's conference room at No.
	118 Wenquan Road, Zhaoyuan City, Shandong
	Province, the PRC on 7 June 2021 (Monday) at 10:00
	a.m.
"Domestic Share Shareholder(s)"	holder(s) of Domestic Shares

• For identification purpose only

- 1 -

	DEFINITIONS
"H Share(s)"	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
"H Share Class Meeting"	the class meeting of the H Share Shareholders to be
	held at the Company's conference room at No. 118
	Wenquan Road, Zhaoyuan City, Shandong Province,
	the PRC on 7 June 2021 (Monday) at 10:30 a.m.
"H Share Shareholder(s)"	holder(s) of H Shares
"HK$"	Hong Kong dollar(s), the lawful currency of Hong
	Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Issue Mandate"	subject to the conditions set out in the proposed
	resolution approving the Issue Mandate at the AGM,
	the general mandate to be given to the Board to,
	among others, exercise the power of the Company to
	allot, issue or deal with up to a maximum of 20% of
	the respective total number of Domestic Shares and H
	Shares in issue as at the date of passing the relevant
	resolution at the AGM. Details of the Issue Mandate
	are set out in special resolution numbered 1 in the
	notice convening the AGM dated 23 April 2021
"Latest Practicable Date"	15 April 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information of this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Hong Kong Stock Exchange
"PRC" or "China"	the People's Republic of China
"Record Date"	15 June 2021, being the record date by reference to
	which entitlements to the final dividends will be
	determined

- 2 -

	DEFINITIONS
"Repurchase Mandate"	subject to the conditions set out in the proposed
	resolution approving the Repurchase Mandate at the
	AGM and the Repurchase Mandate approved by way
	of special resolution at the H Share Class Meeting and
	the Domestic Share Class Meeting to be held
	separately, the general mandate to be given to the
	Board to exercise the power of the Company to
	repurchase H Shares of up to a maximum of 10% of
	the total number of H Shares in issue as at the date of
	passing such resolution
"RMB"	Renminbi, the lawful currency of the PRC
"SAFE"	the State Administration for Foreign Exchange of the
	PRC
"SFO"	Securities and Futures Ordinance (Cap. 571 of Laws of
	Hong Kong)
"Shareholder(s)"	the registered holder(s) of Domestic Shares and H
	Shares
"Shares"	ordinary shares of RMB1.00 each in the share capital
	of the Company, comprising Domestic Shares and H
	Shares
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"Zhaojin Group"	Shandong Zhaojin Group Company Limited, a
	state-owned limited company incorporated in the
	PRC in June 1992 which holds and is deemed to hold
	approximately 37.06% of the entire issued share
	capital of the Company (i.e. 618,437,607 Domestic
	Shares and 593,738,097 H Shares, representing 18.91%
	and 18.15% of the total number of issued Shares,
	respectively) as at the Latest Practicable Date
"%"	percent

- 3 -

LETTER FROM THE BOARD

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)
Executive Directors:	Registered address:
Mr. Weng Zhanbin (Chairman)	No. 299 Jinhui Road
Mr. Dong Xin	Zhaoyuan City
Mr. Wang Ligang	Shandong Province
	PRC
Non-executive Directors:
Mr. Zhang Banglong (Vice chairman)	Principal place of business in Hong Kong:
Mr. Liu Yongsheng	31st Floor
Mr. Gao Min	Tower Two
Mr. Huang Zhen	Times Square
	1 Matheson Street
Independent Non-executive Directors:	Causeway Bay
Ms. Chen Jinrong	Hong Kong
Mr. Choy Sze Chung Jojo
Mr. Wei Junhao
Mr. Shen Shifu
	23 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSAL FOR GENERAL MANDATE TO ISSUE ADDITIONAL

DOMESTIC SHARES AND H SHARES

AND

PROPOSAL FOR GENERAL MANDATE

TO REPURCHASE H SHARES

AND

PROPOSAL FOR DECLARATION OF FINAL DIVIDENDS

AND

NOTICE OF ANNUAL GENERAL MEETING

AND

NOTICE OF DOMESTIC SHARE CLASS MEETING

AND

NOTICE OF H SHARE CLASS MEETING

• For identification purpose only

- 4 -

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide you with information regarding the notices of the AGM and the Class Meetings and the resolutions to be proposed at the AGM and/or the Class Meetings (where applicable) relating to, among other things, the following:

1. 1. the proposal for the grant of Issue Mandate;
   2. the proposal for the grant of Repurchase Mandate; and
   3. the proposal for declaration of final dividends.
2. GENERAL MANDATE TO ISSUE ADDITIONAL DOMESTIC SHARES AND H SHARES

The details set out in special resolution numbered 1 in the notice convening the AGM will be proposed at such meeting for the granting of a general mandate to the Directors to, among others, allot, issue and/or deal with new Shares of up to a maximum of 20% of the respective total number of Domestic Shares and H Shares in issue as at the date of passing the relevant resolution at the AGM.

As at the Latest Practicable Date, there were 660,837,607 Domestic Shares and 2,609,555,597 H Shares in issue. Subject to the passing of the proposed resolution approving the grant of the Issue Mandate to the Board and on the basis that no Shares will be issued or repurchased by the Company prior to the AGM, a maximum of 132,167,521 Domestic Shares and 521,911,119 H Shares, can be separately or concurrently allotted, issued and/or dealt with by the Board pursuant to the Issue Mandate to be granted by the Shareholders. The Issue Mandate will expire upon the earliest of:

1. the conclusion of the next annual general meeting of the Company following the passing of the relevant resolution;
2. the expiration of a 12-month period following the passing of the relevant resolution at the AGM and the Class Meetings; or
3. the date on which the authority set out in this resolution is revoked or varied by a special resolution of the Shareholders in a general meeting.

Special resolution will be proposed at the AGM in relation to the granting of the Issue Mandate to the Directors to issue, allot and/or deal with additional Domestic Shares and H Shares, details of which are set out in special resolution numbered 1 of the notice of the AGM.

- 5 -

LETTER FROM THE BOARD

1. GENERAL MANDATE TO REPURCHASE H SHARES

The Company Law (to which the Company is subject to) provides that a joint stock limited company incorporated in the PRC may not repurchase its shares unless such repurchase is effected for the purpose of (a) reducing its registered capital; (b) in connection with a merger between itself and another entity that holds its shares; (c) granting shares as rewards to the staff of the Company; or (d) the repurchase is made at the request of its shareholders who disagree with shareholders' resolutions in connection with a merger or division of the Company. The Articles of Association provide that subject to the approval of the relevant regulatory authorities and compliance with the Articles of Association, share repurchase may be effected by the Company for the purposes of reducing its share capital, granting Shares as rewards to the staff of the Company, or in connection with a merger between itself and another entity that holds its Shares or in circumstances permitted by law or administrative regulations.

The Listing Rules permit shareholders of a joint stock limited company duly incorporated in the PRC to grant a general mandate to its directors to repurchase H shares of such company that are listed on the Hong Kong Stock Exchange. Such mandate is required to be given by way of a special resolution passed by shareholders in general meeting and by special resolution passed by holders of overseas listed foreign invested shares and domestic shares in separate class meetings.

As the H Shares are traded on the Hong Kong Stock Exchange in Hong Kong dollars, the amount payable by the Company upon any repurchase of its H Shares will, therefore, be made in Hong Kong dollars. As such, the approval of SAFE is required.

In accordance with the requirements of Article 4.2 of the Articles of Association applicable to capital reduction, the Company is required to prepare a balance sheet and an inventory of assets upon the reduction of its registered capital. The Company will have to notify its creditors of the passing of such special resolution and the reduction of the registered capital of the Company that would occur should the Company decide to exercise the Repurchase Mandate. Such notification should be given in writing to the Company's creditors and be published by way of a newspaper announcement within 10 days and 30 days after the passing of such special resolution, respectively. Creditors then have a period of up to 30 days after receipt of the Company's written notification or if no such notification has been received, up to 45 days after the publication of the newspaper announcement to require the Company to repay amounts due to them or to provide guarantees thereof.

Conditions to Repurchase H Shares

In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to repurchase any H Shares, approval is proposed to be sought from the Shareholders for the Repurchase Mandate. In accordance with the legal and regulatory requirements described above, the Directors have given notices to convene the AGM and the Class Meetings. At the AGM, a special resolution will be proposed to grant to the Directors the Repurchase Mandate, i.e. a conditional general mandate to repurchase H Shares up to a maximum of 10% of the total number of H Shares in issue as at the date of passing such special resolution on the Hong Kong Stock Exchange. The Company will convene a class meeting for the H Share Shareholders and a class meeting for the Domestic Share Shareholders to grant to the Directors the Repurchase Mandate by way of a special resolution.

- 6 -

LETTER FROM THE BOARD

The Repurchase Mandate will be conditional upon:

1. the passing of the special resolution approving the grant of the Repurchase Mandate at the AGM;
2. the passing of the special resolution approving the grant of the Repurchase Mandate at each of the H Share Class Meeting and Domestic Share Class Meeting;
3. the obtaining of the approvals of the relevant regulatory authorities as required by the laws, rules and regulations of the PRC; and
4. 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 under Article 4.2 of the Articles of Association.

If the Company determines to repay any amount to any of its creditors in the circumstances described under condition (d) above, it expects to do so out of its internal resources. If the conditions are not fulfilled, the Repurchase Mandate will not be exercised by the Directors.

The Repurchase Mandate, if approved at the AGM and the subsequent H Share Class Meeting and Domestic Share Class Meeting, would expire on the earliest of:

1. the conclusion of the next annual general meeting of the Company following the passing of the relevant resolution; or
2. the expiration of a 12-month period following the passing of the relevant resolution at the AGM and the Class Meetings; or
3. the date on which the authority set out in the relevant resolutions approved at a general meeting is revoked or varied by special resolutions of the Shareholders in AGM and separate class meetings of the Domestic Share Shareholders and H Share Shareholders, respectively.

AGM and the Class Meetings

Special resolutions will be proposed at the AGM and the Class Meetings in relation to the grant of the Repurchase Mandate of H Shares to the Directors, details of which are set out in special resolution numbered 2 of the notice of the AGM and special resolution numbered 1 of each of the notices of the Class Meetings.

Explanatory Statement

An explanatory statement containing all relevant information relating to the Repurchase Mandate is set out in the appendix to this circular. The information in the explanatory statement is to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate.

- 7 -

LETTER FROM THE BOARD

1. DECLARATION OF FINAL DIVIDENDS

According to the annual results announcement of the Company for the year ended 31 December 2020 dated 24 March 2021, it was proposed by the Board for the payment of final dividends for the year ended 31 December 2020 of RMB0.05 (tax included) per Share to the Shareholders whose names appear on the register of members of the Company on the Record Date. For distribution of such dividends, dividends for Domestic Shares will be paid in Renminbi, whereas dividends for H Shares will be paid in Hong Kong dollars (at the average exchange rate of the medium rate of converting Renminbi into Hong Kong dollars as quoted by the People's Bank of China for one week immediately prior to 7 June 2021).

The proposed payment of final dividends for the year ended 31 December 2020 is still subject to the approval by the Shareholders of the Company at the AGM. If the aforesaid proposal is approved at the AGM, it is expected that the final dividend for the year ended 31 December 2020 will be paid on or before Wednesday, 30 June 2021 to the Shareholders whose names appear on the register of members of the Company on the Record Date.

IV. CLOSURE OF THE REGISTER OF MEMBERS

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 will be closed from 11 June 2021 to 15 June 2021, both days inclusive, during which no transfer of Shares will be registered.

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).

- 8 -

LETTER FROM THE BOARD

1. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. The Chairman of the AGM and Class Meetings shall therefore demand voting on all resolutions set out in the notices of AGM and Class Meetings be taken by way of poll pursuant to Article 8.18 of the Articles of Association.

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorized representative shall have one vote for each Share registered in his/her/its name in the register of members of the Company. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes in the same manner.

VI. RECOMMENDATIONS

The Directors consider that the proposed resolutions in respect of the proposals for (i) the Issue Mandate; (ii) the Repurchase Mandate; and (iii) the declaration of final dividends are fair and reasonable and in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the above resolutions and other resolutions as set out in the notice of the AGM and in the notices of the Class Meetings.

VII. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with respect to the Company. The information contained herein relating to the Company has been provided by the Directors, who collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained in this circular the omission of which would make any statement herein misleading insofar as it relates to the Company.

VIII. ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendix to this circular.

Yours faithfully,

By order of the Board

Zhaojin Mining Industry Company Limited*

Weng Zhanbin

Chairman

• For identification purpose only

- 9 -

APPENDIX	EXPLANATORY STATEMENT

The following is the explanatory statement which is required to be sent to you under the Listing Rules in connection with the proposed Repurchase Mandate:

1. REASONS FOR REPURCHASE OF H SHARES

The Directors believe that it is in the best interests of the Company and its Shareholders for the Directors to seek a mandate from the Shareholders to enable the Company to repurchase H Shares in the market. Such repurchase may, depending on the market conditions and funding arrangement at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders.

1. REGISTERED CAPITAL

As at the Latest Practicable Date, the registered capital of the Company was RMB3,270,393,204, comprising 2,609,555,597 H Shares of RMB1.00 each and 660,837,607 Domestic Shares of RMB1.00 each, of which 618,437,607 Domestic Shares and 593,738,097 H Shares are held and deemed to be held by Zhaojin Group, and 42,400,000 Domestic Shares and 2,015,817,500 H Shares are held by other Shareholders.

(III) EXERCISE OF THE REPURCHASE MANDATE

Subject to the passing of the relevant special resolution set out in the respective notices of the AGM and the Class Meetings, the Directors will be granted the Repurchase Mandate until the end of the Relevant Period (as defined in the notice of the AGM). In addition, the exercise of the Repurchase Mandate is subject to the approvals of the relevant PRC regulatory authorities as required by the laws, rules and regulations of the PRC being obtained and to 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 under Article 4.2 of the Articles of Association. The notice will not be sent to the creditors until the Repurchase Mandate is approved at the H Share Class Meeting and the Domestic Share Class Meeting by way of a special resolution.

As at the Latest Practicable Date, assuming the Repurchase Mandate is only required to be approved at the AGM, the exercise in full of the Repurchase Mandate would result in up to 260,955,559 H Shares (assuming there is no issue of additional H Shares from the Latest Practicable Date up to the date of the AGM) being repurchased by the Company during the Relevant Period (as defined in the notice of the AGM).

(IV) FUNDING OF REPURCHASES OF H SHARES

In repurchasing its H Shares, the Company intends to apply funds from the Company's internal resources (which may include surplus funds and retained profits) legally available for such purpose in accordance with the Articles of Association and the applicable laws, rules and regulations of the PRC.

- 10 -

APPENDIX	EXPLANATORY STATEMENT

In accordance with the requirements of PRC applicable laws or administrative regulations, and subject to the approval of relevant authority, the Company is entitled by its Articles of Association to purchase its H Shares. The H Shares repurchased will be deemed to be cancelled, and the Company's registered capital will be reduced by an amount equivalent to the aggregate nominal value of the H Shares so cancelled. The Company may not repurchase H Shares on the Hong Kong Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Hong Kong Stock Exchange from time to time.

Based on the financial position disclosed in the recently published audited accounts for the year ended 31 December 2020, the Directors consider that there will not be any material adverse impact on the working capital or gearing position of the Company in the event that the Repurchase Mandate is to be exercised in full at any time during the proposed repurchase period. The number of H Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regarded to the circumstances then prevailing and in the best interests of the Company.

1. STATUS OF REPURCHASED H SHARES

The Listing Rules provide that the listing of all the H Shares repurchased by the Company shall automatically be cancelled and the relevant share certificates shall be cancelled and destroyed.

Under PRC laws, the H Shares repurchased will be cancelled, and the Company's registered capital will be reduced by an amount equivalent to the aggregate nominal value of the H Shares so cancelled.

- 11 -

APPENDIX	EXPLANATORY STATEMENT

(VI) PRICES OF H SHARES

The highest and lowest prices at which the H Shares of the Company have been traded on the Hong Kong Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

	H Shares Prices
	Highest	Lowest
	HK$	HK$
2020
April	9.45	7.38
May	10.20	8.41
June	9.90	8.33
July	11.52	8.97
August	10.66	8.33
September	10.90	8.36
October	10.48	9.15
November	11.68	9.62
December	10.28	8.48
2021
January	9.73	8.30
February	9.22	7.80
March	8.11	6.94
April (Until the Latest Practicable Date)	7.78	6.96

- 12 -

APPENDIX	EXPLANATORY STATEMENT

(VII) SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, the interests of substantial Shareholders of the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO, were as follows:

						Approximate
					Approximate	percentage of	Approximate
					shareholding	percentage of
					percentage of	in the total	share holding
					share holding	number of	in the total
					in the	issued	number of
		Class of		Number of	registered	Domestic	issued H	Long position/
			capital of The	Shares of The	Shares of The	Short position
Name of shareholders	shares	Capacity	shares held	Company	Company	Company	Lending pool
					%	%	%
1	Shandong Zhaojin Group	Domestic	Beneficial owner	618,437,607	18.91	93.58	-	Long position
	Company Limited	Shares		(Note 1)
		H Shares	Beneficial owner	517,773,402	15.83	-	19.84	Long position
				(Note 1)
		H Shares	Interest of controlled	75,964,695	2.32	-	2.91	Long position
			corporation	(Notes 1&3)
2	Shanghai Yuyuan Tourist	H Shares	Beneficial owner	742,000,000	22.69	-	28.43	Long position
	Mart (Group) Co., Ltd.	H Shares	Interest of controlled	21,200,000	0.65	-	0.81	Long position
			corporation	(Notes 1 & 2)
3	Guo Guangchang	H Shares	Interest of controlled	869,200,000	26.58	-	33.31	Long position
			corporation	(Note 4)
4	Fosun International	H Shares	Interest of controlled	869,200,000	26.58	-	33.31	Long position
	Limited		corporation	(Note 4)
5	Fosun International	H Shares	Interest of controlled	869,200,000	26.58	-	33.31	Long position
	Holdings Ltd.		corporation	(Note 4)
6	Van Eck Associates	H Shares	Investment Manager	207,844,900	6.36	-	7.96	Long position
	Corporation			(Note 5)
7	Deutsche Bank	H Shares	Beneficial owner	47,804,200	1.46	-	4.56	Long position
	Aktiengesellschaft	H Shares	Beneficial owner	60,470,400	1.85	-	5.76	Short position
8	State Street Bank & Trust	H Shares	Approved lending agent	208,561,556	6.38	-	7.99	Lending pool
	Company			(Note 6)

Notes:

1. Pursuant to Section 336 of the SFO, the Shareholders of the Company are required to file disclosure of interests forms when certain criteria are fulfilled and the full details of the requirements are available on SFO's official website. When a Shareholder 's shareholding in the Company changes, it is not necessary for the Shareholder to notify the Company and the Hong Kong Stock Exchange unless certain criteria are fulfilled, therefore substantial Shareholders' latest shareholding in the Company may be different to the shareholding filed with the Company and the Hong Kong Stock Exchange.
2. Shanghai Yuyuan Tourist Mart Co., Ltd. ("Yuyuan") holds 100% equity interest in Shanghai Laomiao Gold Co., Ltd. ("Laomiao Gold"), therefore the 21,200,000 H Shares held by Laomiao Gold in the Company is shown as long position of Yuyuan.

- 13 -

APPENDIX	EXPLANATORY STATEMENT

1. Shangdong Zhaojin Group Company Limited holds 100% equity interest in Zhaojin Non-Ferrous Mining Company Limited ("Zhaojin Non-Ferrous"), therefore the 50,967,195 H Shares held by Zhaojin Non-Ferrous is shown as long position of Zhaojin Group. Luyin Trading Pte Ltd. ("Luyin") is a wholly-owned subsidiary of Zhaojin Group and therefore the 24,997,500 H shares held by Luyin is shown as Long Position of Zhaojin Group.
2. Guo Guangchang is interested in the Shares of the Company through its directly or indirectly controlled companies (including Fosun International Limited and Fosun International Holdings Ltd.).
3. Van Eck Associates Corporation is the investment manager of the Van Eck Vectors ETF - Van Eck Vectors Gold Miners ETF.
4. State Street Bank & Trust Company is interested in the Shares of the Company through its directly or indirectly controlled companies.
5. As at the Latest Practicable Date, the total number of issued Shares, Domestic Shares and H Shares of the Company were 3,270,393,204 Shares, 660,837,607 Domestic Shares and 2,609,555,597 H Shares respectively.

(VIII) GENERAL INFORMATION

1. None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their associates, have any present intention to sell any H Shares to the Company or any of its subsidiaries under the Repurchase Mandate if the same is approved by the Shareholders of the Company.
2. The Directors have undertaken to the Hong Kong Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company in accordance with the Listing Rules, the Articles of Association and the PRC applicable laws to repurchase the H Shares pursuant to the Repurchase Mandate.
3. No connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she has a present intention to sell H Shares to the Company or its subsidiaries, or has undertaken not to do so, if the Repurchase Mandate is granted and is exercised.

(IX) TAKEOVERS CODE

If on the exercise of the power to repurchase H Shares pursuant to the Repurchase Mandate, a Shareholder 's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

- 14 -

APPENDIX	EXPLANATORY STATEMENT

Assuming that the substantial Shareholder has not disposed of its Shares, and if the Repurchase Mandate is exercised in full, the percentage of shareholding of the substantial Shareholder before and after such repurchase would be as follows:

	Before	After
Substantial Shareholder	repurchase	repurchase
Zhaojin Group	37.06%*	38.29%

• As at the Latest Practicable Date, Zhaojin Group holds and is deemed to hold 618,437,607 Domestic Shares and 593,738,097 H Shares, representing 18.91% and 18.15% of the total issued Shares, respectively.

On the basis of the shareholdings held by the substantial Shareholder named above, an exercise of the Repurchase Mandate in full will not have any implications for the substantial Shareholder under the Takeovers Code.

Assuming that there is no issue of H Shares between the Latest Practicable Date and the date of a repurchase of H Shares, an exercise of the Repurchase Mandate whether in whole or in part will not result in less than the relevant prescribed minimum percentage of the Shares of the Company being held by the public as required by the Hong Kong Stock Exchange. The Directors have no intention to exercise the Repurchase Mandate to an extent which may result in a public shareholding of less than such minimum percentage.

The Directors are not aware of any consequences that may arise under the Takeovers Code and/or any similar applicable laws of which the Directors are aware, as a result of any repurchase of Shares made under the proposed resolution.

1. SHARE REPURCHASES MADE BY THE COMPANY

The Company has not repurchased any of its H Shares (whether on the Hong Kong Stock Exchange or otherwise) during the six months' period preceding the Latest Practicable Date.

- 15 -

NOTICE OF ANNUAL GENERAL MEETING

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

- 16 -

NOTICE OF ANNUAL GENERAL MEETING

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;

- 17 -

NOTICE OF ANNUAL GENERAL MEETING

"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;

- 18 -

NOTICE OF ANNUAL GENERAL MEETING

1. 1. 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
   2. 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
   2. file the amended Articles of Association of the Company with the relevant governmental authorities of the PRC.
4. 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.

• For identification purpose only

- 19 -

NOTICE OF ANNUAL GENERAL MEETING

1. 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.
   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).
2. 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.
3. If a Shareholder appoints more than one proxy to attend the meeting, its proxy can only vote by poll.
4. 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.
5. 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.
6. 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.
7. 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.

- 20 -

NOTICE OF ANNUAL GENERAL MEETING

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 Junhao
Directors:	and Mr. Shen Shifu

- 21 -

NOTICE OF DOMESTIC SHARE CLASS MEETING

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 DOMESTIC SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the Domestic Share class meeting (the "Domestic Share Class Meeting") 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") on Monday, 7 June 2021 at 10:00 a.m. for the following purposes:

SPECIAL RESOLUTION

To consider and approve the following as special resolution:

1. The General Mandate for the Repurchase of H Shares

1. subject to paragraphs (b) and (c) below, the board of directors of the Company (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) of special resolution numbered 1 of the notice of the annual general meeting of the Company), 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 2020 annual general meeting (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;

* For identification purpose only

- 22 -

NOTICE OF DOMESTIC SHARE CLASS MEETING

1. 1. 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
   2. 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 authorized 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
   2. file the amended Articles of Association of the Company with the relevant governmental authorities of the PRC.
4. 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 mandate for the repurchase of H Shares, please refer to the accompanying circular.
3. In order to determine the Domestic Share Shareholders who are entitled to attend the Domestic Share Class Meeting, 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.

• For identification purpose only

- 23 -

NOTICE OF DOMESTIC SHARE CLASS MEETING

To be entitled to attend and vote at the Domestic Share Class Meeting, Domestic Share Shareholders whose transfer of Domestic Shares have not been registered must lodge all transfer instruments accompanied by the relevant share certificates with the business address of the Company in the PRC at No. 118 Wenquan Road, Zhaoyuan City, Shandong Province, the PRC for registration at or before 4:30 p.m. on Tuesday, 1 June 2021 (Hong Kong time).

1. Shareholders of the Company whose names appear on the register of members of Domestic Shares of the Company on 7 June 2021 will be entitled to attend and vote at the Domestic Share Class Meeting or any adjourned meetings. Shareholders who have the right to attend and vote at the Domestic Share Class Meeting are entitled to appoint one or more proxies to attend and vote at the Domestic Share Class Meeting on his/her/its behalf. A proxy need not be a Shareholder of the Company.
2. If a Shareholder appoints more than one proxy to attend the meeting, its proxy can only vote by poll.
3. Domestic Share Shareholders who have the right to attend and vote at the Domestic Share Class Meeting are entitled to appoint one or more proxies (whether or not a Shareholder) in writing 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.
4. If a proxy is appointed to attend the Domestic Share Class Meeting 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 Domestic Share Class Meeting, such representative must produce proof of identity and the authorisation instrument bearing the company chop of the legal person Shareholder and duly authorized 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 business address of the Company in the PRC not less than 24 hours before the time for holding the Domestic Share Class Meeting.
6. The Domestic Share Class Meeting 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.

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

- 24 -

NOTICE OF DOMESTIC SHARE CLASS MEETING

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 Junhao
Directors:	and Mr. Shen Shifu

- 25 -

NOTICE OF H SHARE CLASS MEETING

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 H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the H Share class meeting (the "H Share Class Meeting") 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") on Monday, 7 June 2021 at 10:30 a.m. for the following purposes:

SPECIAL RESOLUTION

To consider and approve the following as special resolution:

1. The General Mandate for the Repurchase of H Shares

1. subject to paragraphs (b) and (c) below, the board of directors of the Company (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) of special resolution numbered 1 of the notice of the annual general meeting of the Company), 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 2020 annual general meeting (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;

* For identification purpose only

- 26 -

NOTICE OF H SHARE CLASS MEETING

1. 1. the approval of the relevant PRC regulatory authorities as maybe required by laws, rules and regulations of the PRC being obtained by the Company; and
   2. 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 authorized 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
   2. file the amended Articles of Association of the Company with the relevant governmental authorities of the PRC.
4. 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 mandate for the repurchase of H Shares, please refer to the accompanying circular.

• For identification purpose only

- 27 -

NOTICE OF H SHARE CLASS MEETING

1. In order to determine the H Share Shareholders who are entitled to attend the H Share Class Meeting, 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.
   To be entitled to attend and vote at the H Share Class Meeting, H Share Shareholders whose transfer of H 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 registration at or before 4:30 p.m. on Tuesday, 1 June 2021 (Hong Kong time).
2. Shareholders of the Company whose names appear on the register of members of H Shares of the Company on 7 June 2021 will be entitled to attend and vote at the H Share Class Meeting or any adjourned meetings. Shareholders who have the right to attend and vote at the H Share Class Meeting are entitled to appoint one or more proxies to attend and vote at the H Share Class Meeting on his/her/its behalf. A proxy need not be a Shareholder of the Company.
3. If a Shareholder appoints more than one proxy to attend the meeting, its proxy can only vote by poll.
4. H Share Shareholders who have the right to attend and vote at the H Share Class Meeting are entitled to appoint one or more proxies (whether or not a Shareholder) in writing 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.
5. If a proxy is appointed to attend the H Share Class Meeting 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 H Share Class Meeting, 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.
6. 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 not less than 24 hours before the time for holding the H Share Class Meeting.
7. The H Share Class Meeting 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.

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

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NOTICE OF H SHARE CLASS MEETING

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 Junhao
Directors:	and Mr. Shen Shifu

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