Zijin Mining Group Co., Ltd.*

(the "Company")

This is an unofficial English translation and is for reference only. In case of any discrepancies, the Chinese version shall prevail over its English version. The Policy for the Nomination and Remuneration Committee of the Board of Directors Chapter 1 General Provisions
  1. In order to further establish and perfect the Company's nomination, remuneration and assessment administrative policy, and perfect the Company's structure of corporate governance, the Company has established a nomination and remuneration committee of the board of directors (the "Nomination and Remuneration Committee") and formulated this working policy in accordance with the Company Law of the People's Republic of China, the articles of association of Zijin Mining Group Co., Ltd.* (the "Articles of Association"), Corporate Governance Guidelines of Listed Companies, the Corporate Governance Code, listing rules of relevant securities/stock exchanges and other relevant provisions.

  2. The Nomination and Remuneration Committee of the board of directors is a specialised organisation established under the board of directors. It reports to the board of directors, and is mainly responsible for reviewing and giving suggestions on candidates, selection criteria and procedures for the Company's directors and senior management (the "Senior Management"), formulating and reviewing the remuneration policy and plan of the directors and Senior Management, setting up the appraisal standards and conducting assessment for the Company's directors and Senior Management, and submitting to the shareholders' general meeting or board of directors for approval pursuant to the procedures.

  3. The "remuneration" referred to in this policy includes but not limited to salary, bonus, allowances, welfare (cash or physical items), pension, compensation (including compensation payable for loss or termination of office or

    appointment), incentives, share options, gratuitous shares, incentives for value creation, etc.

    Chapter 2 Composition of the Committee
  4. The Nomination and Remuneration Committee consists of six directors, the majority of which are independent directors. Four independent directors shall be appointed to the committee and the number of independent directors shall not at any time be less than half of the total number of members of the committee.

  5. The committee members of the Nomination and Remuneration Committee shall be nominated by the chairman of the board of directors, more than half of independent directors or one-third of all directors and shall be elected by the board of directors.

  6. Independent directors shall be appointed as the chairman and vice-chairman of the Nomination and Remuneration Committee, who are elected within the Nomination and Remuneration Committee members and approved by the board of directors. The committee chairman is responsible for the operation of the committee. The secretary to the board of directors shall also be the secretary to the Nomination and Remuneration Committee.

  7. The term of service for the committee members of the Nomination and Remuneration Committee shall be consistent with the term of service for the board of directors. The committee members can choose to be re-elected at the expiration of their terms of service. If one of the committee members no longer serves as director, he will be disqualified as a committee member automatically and his vacancy shall be filled up in accordance with the provisions of the above articles 4 to 6.

  8. The committee members of the Nomination and Remuneration Committee shall meet the following conditions:

    1. To be familiar with relevant laws and regulations of the PRC, possess professional knowledge in nomination, remuneration and assessment, and be familiar with the Company's operation and management;

    2. To follow principles of integrity and trust, be honest and clean, self-disciplined and dedicated, uphold the interest of the Company and its shareholders and work proactively;

    3. To possess strong comprehensive analysis and judging abilities, and can work independently.

    4. Human resources department is the subordinate working office of the Nomination and Remuneration Committee, which is responsible for providing the Company with operational information and relevant information of the candidates (or personnel under evaluation), arranging the meetings for the Nomination and Remuneration Committee and executing its relevant resolutions.

      Chapter 3 Duties and Authorities
    5. The duties and authorities of the Nomination and Remuneration Committee mainly include:

      1. To regularly make suggestions to the board of directors on the size and composition of the board of directors and the management based on the operations, assets and shareholding structure of the Company;

      2. To review the selection criteria and procedures of the directors and Senior Management, make recommendations to the board of directors accordingly, and formulate or revise the policy concerning the diversity of board members;

      3. To extensively search for qualified candidates for the offices of the directors and Senior Management, conduct review and evaluation of such candidates and make recommendations;

      4. To assess the independence of the independent directors;

      5. To formulate scientific and reasonable remuneration, reward and penalty policies, plans or systems for the directors and Senior Management based on their duties and responsibilities, significance of the personnel and the relevant remuneration packages in the market, and supervise execution of these policies; ensure that no committee member, director or any of his associates is involved in the determination of his own remuneration;

      6. Where delegated by the board of directors or authorized by the shareholders at shareholders' general meeting, to determine the specific remuneration packages for all executive directors and the Senior Management, including non-monetary benefits, pension rights and compensation (including compensation for loss or termination of office or appointment), etc., and make suggestions to the board of directors on the remuneration of non-executive directors. The committee shall consider factors including the remuneration packages offered by comparable companies, duties and the

        time needed to be devoted to the positions, performance, conditions of employment of other positions within the Company, etc.;

      7. To be responsible for the management and execution of the Company's option scheme pursuant to authorizations;

      8. To report the matters relating to the directors' remuneration to the shareholders at shareholders' general meetings as authorized by the board of directors;

      9. To formulate assessment policy, performance appraisal process and major evaluation criteria for the appraisal of the directors and Senior Management, and conduct annual performance evaluation. In which, the opinions of the president shall be sought for the performance appraisal of the Senior Management;

      10. To conduct research and approve the compensation related to loss or termination of office or appointment payable to the executive directors and the Senior Management, and the compensation arrangements in relation to the dismissal or removal of the directors or Senior Management due to his own misconduct to ensure that such compensation is determined in accordance with the terms of the relevant contracts. In case the compensation cannot be determined in accordance with such terms, the compensation shall be fair and reasonable without imposing excessive burden on the Company;

      11. Other relevant duties and authorities as set out in laws and regulations, the Articles of Association and the rules of the relevant securities exchanges, including the duties and authorities relating to the remuneration and nomination matters as set out in the Corporate Governance Code as issued by The Stock Exchange of Hong Kong Limited in Appendix 1 and 2;

      12. Other duties and authorities related to nomination, remuneration and assessment as authorized by the shareholders' general meetings and the board of directors.

      13. The Nomination and Remuneration Committee's nomination proposal shall be submitted for the board of directors' consideration and approval.

      14. The Nomination and Remuneration Committee's remuneration proposal for the directors shall be submitted for the board of directors' consideration and approval. Subsequent to the board of directors' approval, the remuneration proposal for the directors shall be tabled to a shareholders' general meeting for consideration and approval before its implementation; the Nomination and

      Zijin Mining Group Company Ltd. published this content on 24 March 2017 and is solely responsible for the information contained herein.
      Distributed by Public, unedited and unaltered, on 24 March 2017 11:46:12 UTC.

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