Zhaojin Mining Industry : CIRCULAR OF 2019 FIRST EXTRAORDINARY GENERAL 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 and reply slip 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 * םږᘤٰุ΅Ϟࠢʮ̡

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

(Stock Code: 1818)

PROPOSED RE-ELECTION OF DIRECTORS OF THE SIXTH SESSION OF THE BOARD

AND

CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE

DIRECTORS WHO HAVE SERVED MORE THAN NINE YEARS

AND

PROPOSED APPOINTMENT AND RE-ELECTION OF SUPERVISORS OF

THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE

AND

PROPOSED ADOPTION OF THE REMUNERATION PACKAGES FOR DIRECTORS

OF THE SIXTH SESSION OF THE BOARD AND SUPERVISORS

OF THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE

AND

REGISTERED ISSUE OF RENEWABLE CORPORATE BONDS OF

NOT MORE THAN RMB6.0 BILLION IN THE PRC

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

The EGM of the Company will be held at the Zhaojin ShunHe International Hotel's conference room, Zhaoyuan City, Shandong Province, the People's Republic of China (the "PRC") at 9:00 a.m. on Tuesday, 26 February 2019. The notice convening the EGM is set out on pages 24 to 28 of this circular. Shareholders who have the right to attend and vote at the EGM are entitled to appoint one or more proxies (whether or not a Shareholder) in writing to attend and vote at the EGM on his/her behalf. For those Shareholders who appoint more than one proxy, such proxies can only exercise their voting rights by way of poll. If you intend to appoint one or more proxies, you should first read the instructions on the accompanying proxy form, and deposit the signed proxy form and (if the proxy form is signed by a person under a power of attorney or other authority) the notarially certified copy of such power of attorney or other authority under which it is signed at the Company's share registrar for H Shares in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares) not less than 24 hours before the time for holding the EGM; or the registered address of the Company in the PRC (for holders of Domestic Shares) not less than 24 hours before the time appointed for holding the EGM. Completion and return of the proxy form shall not preclude a Shareholder from attending and voting at the EGM or any adjourned meetings if he or she so wish. Shareholders who intend to attend the EGM are required to return the reply slip by hand, by post, by telegram or by fax to the Company's share registrar for H Shares in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares), or the registered address of the Company in the PRC (for holders of Domestic Shares) on or before 6 February 2019. In order to qualify to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar for H Shares in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares), or the registered address of the Company in the PRC (for holders of Domestic Shares) no later than 4:30 p.m. on 25 January 2019.

* For identification purpose only

11 January 2019

CONTENTS

Pages

Definitions . ................................................................ 1

Letter from the Board ........................................................ 3

Appendix I

-

Biographies of the candidates proposed for the sixth session

of the Board ................................................ 14

Appendix II - Biographies of the candidates proposed for the sixth session

of the Supervisory Committee .................................. 22

Notice of the EGM ........................................................... 24

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

"Articles of Association"

"Board"

the articles of association of the Company the board of Directors of the Company

"Company"

Zhaojin Mining Industry Company Limited* ( םږᘤٰุ΅ Ϟࠢʮ̡ ) (Stock Code: 1818), a joint stock limited company incorporated in the PRC on 16 April 2004 and the issued H Shares of which are listed on the Main Board of the Stock Exchange

"Director(s)"

the director(s) of the Company

"Domestic Share(s)"

the ordinary shares issued by the Company, with a Renminbi denominated par value of RMB1.00 each, which were subscribed for and paid up in Renminbi

"EGM"

the 2019 first extraordinary general meeting of the Company to be held at the Zhaojin ShunHe International Hotel's conference room, Zhaoyuan City, Shandong Province, the PRC at 9:00 a.m. on Tuesday, 26 February 2019, to consider and, if thought fit, approve the re-election of the Directors of the sixth session of the Board, appointment and re-election of the Supervisors of the sixth session of the Supervisory Committee, approval of the remuneration packages for Directors and Supervisors and the registration and issuance of renewable corporate bonds of not more than RMB6.0 billion in the PRC

"ESSP"

the first employee shares subscription plan of the Company

"H Share(s)"

the overseas-listed foreign invested shares of RMB1.00 each in the registered share capital of the Company, which are listed in the Stock Exchange and traded in Hong Kong dollar

"Independent Non-executive

Director(s)"

"Latest Practicable Date"

the independent non-executive director(s) of the Company

7 January 2019, being the latest practicable date prior to the printing of the circular for ascertaining certain information in the circular

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange

"Nomination and

Remuneration Committee"

"PRC" or "China"

the nomination and remuneration committee of the Companythe People's Republic of China which, for the purpose of this circular, excludes Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan

"Renewable Bonds"

renewable corporate bonds in the PRC proposed to be registered and issued by the Company with an aggregate principal amount of not more than RMB6.0 billion

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Shandong Zhaojin"

Shandong Zhaojin Group Company Limited* ( ʆ؇םږණ ྠϞࠢʮ̡ ), a state-owned limited company incorporated in the PRC in June 1992 which holds approximately 36.23% of the entire issued share capital of the Company as at the Latest Practicable Date, is the controlling Shareholder and one of the promoters of the Company

"Shanghai Fosun"

Shanghai Fosun Industrial Investment Co., Ltd.* ( ɪऎూ݋ ପุҳ༟Ϟࠢʮ̡ ), a limited liability company established in the PRC on 22 November 2001 and one of the promoters of the Company

"Shareholder(s)"

the registered holder(s) of Domestic Shares and H Shares of the Company

"Shares"

the ordinary shares of RMB1.00 each in the share capital of the Company, comprising Domestic Shares and H Shares

"SSE"

Shanghai Stock Exchange

"Stock Exchange"

"Supervisor(s)"

The Stock Exchange of Hong Kong Limited the supervisor(s) of the Company

"Supervisory Committee"

the supervisory committee of the Company, which is comprised of the Supervisors acting as Shareholders' representatives and the Supervisor acting as the employee representative

"Yuyuan"

Shanghai Yuyuan Tourist Mart Co., Ltd.* ( ɪऎ፝෤༷ࣚਠ ٰ۬΅Ϟࠢʮ̡ ), a joint stock limited company established in the PRC on 25 November 1987 and one of the promoters of the Company

LETTER FROM THE BOARD

ZHAOJIN MINING INDUSTRY COMPANY LIMITED * םږᘤٰุ΅Ϟࠢʮ̡

(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. Xu Xiaoliang (Vice Chairman)	Principal Place of Business in Hong Kong:
Mr. Liu Yongsheng	31st Floor
Mr. Yao Ziping	Tower Two
Mr. Gao Min	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
To the Shareholders
Dear Sir or Madam,

11 January 2019

PROPOSED RE-ELECTION OF DIRECTORS

OF THE SIXTH SESSION OF THE BOARD

AND

CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE

DIRECTORS WHO HAVE SERVED MORE THAN NINE YEARS

AND

PROPOSED APPOINTMENT AND RE-ELECTION OF SUPERVISORS OF

THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE

AND

PROPOSED ADOPTION OF THE REMUNERATION PACKAGES FOR DIRECTORS

OF THE SIXTH SESSION OF THE BOARD AND SUPERVISORS

OF THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE

AND

REGISTERED ISSUE OF RENEWABLE CORPORATE BONDS OF

NOT MORE THAN RMB6.0 BILLION IN THE PRC

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

This circular is issued with the notice dated 11 January 2019 in relation to the EGM of the Company to be held on 26 February 2019.

* For identification purpose only