Zhaojin Mining Industry : NOTICE OF H SHARE CLASS MEETING

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ZHAOJIN MINING INDUSTRY COMPANY LIMITED* םږᘤٰุ΅Ϟࠢʮ̡

(a joint stock limited company in corporate 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 conference room at Zhaojin Shunhe Hotel, Zhaoyuan City, Shandong Province, the People's Republic of China (the "PRC") on Friday, 8 June 2018 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

• (a) 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) 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.

• (b) 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.

• (c) the approval in paragraph(a) above shall be conditional upon:

  (i) the passing of a special resolution at the 2017 annual general meeting (the

"AGM") of the Company to be held on 8 June 2018 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

(ii) 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

(iii) 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.

• (d) subject to approval of all relevant PRC regulatory authorities for the repurchase of such H Shares being granted, the Board be hereby authorized to:

  • (i) 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

  • (ii) file the amended Articles of Association of the Company with the relevant governmental authorities of the PRC.

• (e) 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, 24 April 2018

Notes:

• 1. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular

• of the Company dated 24 April 2018.

• 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 H Share Shareholders who are entitled to attend the H Share Class Meeting, the register of members of H Shares of the Company will be closed from 9 May 2018 to 8 June 2018, both days inclusive, during which no transfer of H 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, 8 May 2018 (Hong Kong time).

• 4. Shareholders of the Company whose names appear on the register of members of H Shares of the Company on 8 June 2018 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.

• 5. If a shareholder appoints more than one proxy to attend the meeting, its proxy can only vote by poll.

• 6. 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.

• 7. 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.

• 8. 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.

• 9. Shareholders who intend to attend the H Share Class Meeting should return the reply slip by hand, by post, by telegram or by fax to 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 on or before 19 May 2018. Completion and return of the reply slip of the H Share Class Meeting will not preclude a Shareholder from attending such meeting.

• 10. 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 registered address of the Company is as follows:

No.299 Jinhui Road, Zhaoyuan City, Shandong Province, the PRC

Tel: (86 535) 8256086

Fax: (86 535) 8227541

Postal code: 265400

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

Executive Directors:

Mr. Weng Zhanbin, Mr. Dong Xin and Mr. Wang Ligang

Non-executive Directors:

Mr. Xu Xiaoliang, Mr. Liu Yongsheng, Mr. Yao Ziping and Mr. Gao Min

Independent non-executive

Directors:

Ms. Chen Jinrong, Mr. Choy Sze Chung Jojo, Mr. Wei Junhao and Mr. Shen Shifu