Shandong Gold Mining : Overseas Regulatory Announcement- SD Gold Announcement on the Company's 2021 Guarantee Facility for the Hong Kong Subsidiary

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.

SHANDONG GOLD MINING CO., LTD.

ʆ؇රږᘤٰุ΅Ϟࠢʮ̡

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

(Stock Code: 1787)

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Set out below is the Announcement on the Company's 2021 Guarantee Facility for the Hong Kong Subsidiary of Shandong Gold Mining Co., Ltd. published by Shandong Gold Mining Co., Ltd. (the "Company") on the website of the Shanghai Stock Exchange atwww.sse.com. cn, for information purpose only.

By order of the Board

Shandong Gold Mining Co., Ltd.

Li Guohong Chairman

Jinan, the PRC, 30 March 2021

As at the date of this announcement, the executive directors of the Company are Mr. Liu Qin, Mr. Wang Shuhai and Mr. Tang Qi; the non-executive directors of the Company are Mr. Li Guohong, Mr. Wang Lijun and Ms. Wang Xiaoling; and the independent non-executive directors of the Company are Mr. Wang Yunmin, Mr. Liew Fui Kiang and Ms. Zhao Feng.

Stock Code: 600547

Stock Name: Shandong GoldNo.: Lin 2021-026

SHANDONG GOLD MINING CO., LTD.

Announcement on the Company's 2021 Guarantee Facility for the Hong Kong Subsidiary

The Company and all the Directors guarantee the truthfulness, accuracy and completeness of the contents of this announcement and accept joint and several responsibilities for any false entries, misleading statements or material omissions therein.

Important notes:  Debtor: Shandong Gold Mining (Hong Kong) Co., Limited.

 The amount of guarantees and the balance of the guarantees provided:

Shandong Gold Mining Co., Ltd. intends to provide guarantees to Shandong Gold Mining (Hong Kong) Co., Limited for a total amount not exceeding US$1,800 million in 2021. As of the date of this announcement, the Company has cumulatively provided guarantees for it for a total amount of US$715 million.

 Counter-guarantee: No  Total number of overdue guarantees: no overdue cumulative guarantees.

I. Overview of the guarantee arrangement

At the 4th Meeting of the 6th Session of the Board of Directors and the 2nd Meeting of the 6th Session of the Board of Supervisors of Shandong Gold Mining Co., Ltd. (the "Company") held on 30 March 2021, the Proposal on the Company's Guarantee Facility for the Hong Kong Subsidiary for 2021 was considered and approved. In order to satisfy the capital needs of Shandong Gold Mining (Hong Kong) Co., Limited (an overseas subsidiary of the Company, hereinafter referred to as the "Hong Kong Subsidiary") for its production and operation, project construction, acquisitions abroad and financing on inventories reaching its maturity replacement of its mature bank loans, to effectively utilise the overseas capital market for financing, reduce its financing costs and improve its decision-making efficiency, the Companyintends to provide guarantees for the Hong Kong Subsidiary for an amount up to US$1,800 million in 2021.

The guarantee arrangement is required to be submitted to the Company's 2020 annual general meeting for the shareholders' consideration. The guarantee arrangement will be valid from the date of approval at the general meeting till the date on which the 2021 annual general meeting is held in the year of 2022. After the guarantee arrangement is approved by the shareholders at the general meeting, the management of the Company will be authorized to handle the relevant guarantee matters.

II. Basic information of the Debtor

Company name: Shandong Gold Mining (Hong Kong) Co., Limited. Place of registration: Hong Kong, China

Registered capital (subscribed): RMB4,531,145,600

Business scope: trading, investment, holdings, consultation services, etc.

The Hong Kong Subsidiary is a wholly-owned subsidiary of the Company established in Hong Kong on 27 February 2017. As at 31 December 2020, the Hong Kong Subsidiary had total assets of RMB13,399,974,700, total liabilities of RMB8,914,951,600, net assets of RMB4,485,023,100, achieved a total sales revenue of RMB2,293,251,100 from January to December 2020 and a net profit of RMB354,006,000.

III. Main contents of the Guarantee Agreement

The Company intends to provide the Hong Kong Subsidiary with guarantees for an amount up to US$1,800 million in 2021 (including the existing guarantee amount as of 30 March 2021) in the form of direct guarantee and counter-guarantee, which will be valid from the date of approval at the general meeting till the date on which the Company's 2021 annual general meeting is held in the year of 2022. After the guarantee arrangement is approved by the shareholders at the general meeting, the management of the Company will be authorized to handle the relevant guaranteematters.

The above-mentioned guarantee amount will not be equal to the actual amount of financing, which is to be negotiated with the financial institutions within the limit of guarantee approved by the shareholders at the general meeting, with the specific type, method, amount and period of guarantee subject to the relevant documents eventually signed. The Company will be prudent with the approval of financing requests and will exercise strict control over the risks in its operation and guarantee.

IV. Opinions of the Board of Directors

Hong Kong Subsidiary is the current main entity implementing the Company's acquisition abroad, which needs to obtain loans from the financial institutions for its business development and replacement of the mature bank loans. In order to support the continuous stable development of the Hong Kong Subsidiary, the Company has agreed to guarantee its financing request as mentioned above. The Hong Kong Subsidiary is a wholly-owned subsidiary of the Company with sound ability to resist risks, and the Company has control over it. The financial risks lying in the provision of guarantees by the Company to the Hong Kong Subsidiary within the time and limit is well under the control of the Company and will not prejudice the legitimate interests of the Company and its minority shareholders.

V. Opinions of Independent Directors

The independent directors of the Company, Mr. Wang Yunmin, Mr. Liew Fui

Kiang and Ms. Zhao Feng, have carefully verified the issues relating to the guarantees provided by the Company for the Hong Kong Subsidiary and expressed their independent opinions that the Company has considered in the form of an estimated annual guarantee amount, which complies with relevant laws and regulations, regulatory documents and the Articles of Association. The guarantee is to satisfy the capital needs of the Company's overseas subsidiaries for production and operation, project construction, overseas mergers and acquisitions, and continuation of matured loans etc., which can effectively use the overseas capital market for financing, reducefinancing costs, and improve decision-making efficiency. Therefore, the proposal is agreed and will submit this resolution for consideration at the 2020 Annual General Meeting.

VI. Total number of external guarantees and overdue guarantees

As at 30 March 2021, the total amount of loans guaranteed by the Company and its controlled subsidiaries was US$715 million and the balance of the loans actually guaranteed was US$715 million (equivalent to RMB4,693,331,500, accounting for 16.31% of the Company's 2020 audited net assets), both of which were provided for the Hong Kong Subsidiary's overseas financing, with no overdue guarantees.

Announcement is hereby made.

Board of Directors

Shandong Gold Mining Co., Ltd.

30 March 2021