Zhaojin Mining Industry : COMPLETION OF ACQUISITION OF EQUITY INTERESTS IN THE TARGET COMPANIES AND THE TARGET ASSETS INVOLVING THE NON-PUBLIC ISSUANCE OF CONSIDERATION SHARES

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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)

COMPLETION OF

ACQUISITION OF EQUITY INTERESTS IN THE TARGET COMPANIES AND

THE TARGET ASSETS INVOLVING

THE NON-PUBLIC ISSUANCE OF CONSIDERATION SHARES

Reference is made to the announcements of Zhaojin Mining Industry Company Limited (the "Company") dated 27 September 2019 and 14 November 2019 (the "Announcements") and the circular of the Company dated 30 October 2019 (the "Circular") in respect of, among other matters, the Acquisition of the Target Interests and the Target Assets involving the Non-Public Issuance of Consideration Shares. Unless the context requires otherwise, capitalized terms used herein shall have the same meanings as those defined in the Announcements and/or the Circular.

COMPLETION

The Board is pleased to announce that the Company has, on the date of this announcement, been notified by postal documents that the share registration procedures with China Securities Depository and Clearing Corporation Limited in connection with the Non-Public Issuance of 49,697,009 Consideration Shares at RMB8.09 per Consideration Share has been completed on 27 December 2019. Accordingly, completion of the Acquisition took place on 27 December 2019.

The 49,697,009 Consideration Shares were issued to Zhaojin Group as consideration for the Acquisition of the Target Interests and the Target Assets at an aggregate Consideration of RMB402,048,800. The Consideration Shares were issued pursuant to the Specific Mandates granted by Independent Shareholders on 14 November 2019.

Following the completion of the Non-Public Issuance, the number of Domestic Shares held by Zhaojin Group increased from 1,086,514,000 (representing approximately 33.74% of the total issued share capital of the Company immediately before completion of the Non-Public Issuance) to 1,136,211,009 (representing approximately 34.74% of the enlarged total issued share capital of the Company immediately after completion of the Non-Public Issuance).

EFFECTS ON SHAREHOLDING STRUCTURE

Set out below are the shareholding structures of the Company immediately before and after the completion of Non-Public Issuance:

			Immediately before the Non-Public Issuance	Immediately after the Non-Public Issuance
							Approximate					Approximate
					Approximate		% of the			Approximate	% of the
					% of the		total issued			% of the	total issued
			Number of	relevant class		Shares of	Number of		relevant class	Shares of
Name of Shareholder	Notes	Class of Shares	Shares	of Shares		the Company	Shares		of Shares	the Company
					(%)	(%)			(%)		(%)
Zhaojin Group		Domestic Shares	1,086,514,000		50.04	33.74	1,136,211,009	51.15	34.74
Shanghai Yuyuan Tourist Mart (Group) Co., Ltd.		Domestic Shares	742,000,000		34.17	23.04	742,000,000	33.41	22.69
Shanghai Fosun Industrial Investment Co., Ltd.		Domestic Shares	106,000,000		4.88	3.29	106,000,000	4.77	3.24
Zhaojin Non-Ferrous Mining Company Limited	1	Domestic Shares	50,967,195		2.35	1.58	50,967,195	2.29	1.56
Shanghai Laomiao Gold Co., Ltd.	2	Domestic Shares	21,200,000		0.98	0.66	21,200,000	0.95	0.65
Zhaoyuan City State-owned Assets Operation		Domestic Shares	84,800,000		3.91	2.63	84,800,000	3.82	2.59
Company Limited* (招遠市國有資產經營
有限公司)
The First Employees' Shares Subscription Plan of		Domestic Shares	80,000,000		3.68	2.48	80,000,000	3.60	2.45
Zhaojin Mining Industry Company Limited
Total Domestic Shares
		2,171,481,195		100	67.43	2,221,178,204	100	67.92
Luyin Trading Pte. Ltd.	3	H Shares	28,645,000		2.73	0.89	28,645,000	2.73	0.88
Other Public Shareholders		H Shares	1,020,570,000		97.27	31.69	1,020,570,000	97.27	31.20
Total H Shares
		1,049,215,000		100	32.58	1,049,215,000	100	32.08
Total (Domestic Shares and H Shares)
		3,220,696,195			100	3,270,393,204				100

Notes:

1. Zhaojin Non-Ferrous Mining Company Limited is a wholly-owned subsidiary of Zhaojin Group.
2. Shanghai Laomiao Gold Co., Ltd is a wholly-owned subsidiary of Shanghai Yuyuan Tourist Mart (Group) Co., Ltd.
3. Luyin Trading Pte. Ltd. is a wholly-owned subsidiary of Zhaojin Group.

By order of the Board

Zhaojin Mining Industry Company Limited*

Weng Zhanbin

Chairman

Zhaoyuan, the PRC, 2 January 2020

As at the date of this announcement, the Board comprises Mr. Weng Zhanbin, Mr. Dong Xin and Mr. Wang Ligang as executive Directors; Mr. Xu Xiaoliang, Mr. Liu Yongsheng, Mr. Gao Min and Mr. Huang Zhen as non-executive Directors; and Ms. Chen Jinrong, Mr. Choy Sze Chung Jojo, Mr. Wei Junhao and Mr. Shen Shifu as independent non-executive Directors.

• For identification purpose only

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