Common use of BOARD’S APPROVAL Clause in Contracts

BOARD’S APPROVAL. The Land Lease Framework Agreement, the Gold Refinery Agreement, the Informatization Services Framework Agreement and the Property Lease Framework Agreement were approved by the Board on 31 December 2020 and none of the Directors has any material interest in the transactions contemplated thereunder. Xx. Xxxx Xxxxxxx and Xx. Xxx Xxxxxxxxx have abstained from voting at the Board’s meeting to approve the Land Lease Framework Agreement, the Gold Refinery Agreement, the Informatization Services Framework Agreement and the Property Lease Framework Agreement by virtue of being management staffs of Xxxxxxxx Xxxxxxx. As at the date of this announcement, Xxxxxxxx Xxxxxxx is the controlling Shareholder of the Company. Zhaojin Refinery is a subsidiary of Shandong Zhaojin and is therefore a connected person of the Company, and Goldsoft Technology is a subsidiary of the Company. Accordingly, the transactions contemplated under the Land Lease Framework Agreement, the Gold Refinery Agreement, the Informatization Services Framework Agreement and the Property Lease Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Given that the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of each of the Land Lease Framework Agreement, the Gold Refinery Agreement, the Informatization Services Framework Agreement and the Property Lease Framework Agreement is more than 0.1% but less than 5%, the transactions contemplated under the Land Lease Framework Agreement, the Gold Refinery Agreement, the Informatization Services Framework Agreement and the Property Lease Framework Agreement are subject to the reporting and announcement requirements but are exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

BOARD’S APPROVAL. The Land Lease Informatization Services Framework Agreement, the Gold Refinery Agreement, the Informatization Services Framework Agreement for Sales of Silver and the Property Lease Framework Agreement for Sales of Sulphur Concentrate were approved by the Board on 31 29 December 2020 2023 and none of the Directors has any material interest in the transactions contemplated thereunder. Xx. Xxxx Xxxxxxx Xxxxx Xxxxxxx, Xx. Xx Xxxxxxxx and Xx. Xxx Xxxxxxxxx Xxxx Xxxxxxx have abstained from voting at the Board’s meeting to approve the Land Lease Informatization Services Framework Agreement, the Gold Refinery Agreement, the Informatization Services Framework Agreement for Sales of Silver and the Property Lease Framework Agreement for Sales of Sulphur Concentrate by virtue of being a director or management staffs personnel of Xxxxxxxx Xxxxxxx. As at the date of this announcement, Xxxxxxxx Xxxxxxx is the controlling Shareholder of the Company. Zhaojin Refinery is a subsidiary and Guoda Gold are subsidiaries of Shandong Zhaojin Xxxxxxxx Xxxxxxx and is are therefore a connected person persons of the Company, and Goldsoft Technology is a subsidiary and Zhaojin Jinhe are subsidiaries of the Company. Accordingly, the transactions contemplated under the Land Lease Informatization Services Framework Agreement, the Gold Refinery Agreement, the Informatization Services Framework Agreement for Sales of Silver and the Property Lease Framework Agreement for Sales of Sulphur Concentrate constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Given that the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of each of the Land Lease Informatization Services Framework Agreement, the Gold Refinery Agreement, the Informatization Services Framework Agreement for Sales of Silver and the Property Lease Framework Agreement for Sales of Sulphur Concentrate is more than 0.1% but less than 5%, the transactions contemplated under the Land Lease Informatization Services Framework Agreement, the Gold Refinery Agreement, the Informatization Services Framework Agreement for Sales of Silver and the Property Lease Framework Agreement for Sales of Sulphur Concentrate are subject to the reporting reporting, annual review and announcement requirements but are exempt from the circular and independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

BOARD’S APPROVAL. The Land Lease Framework Agreement, the Gold Refinery Agreement, the Informatization Digital Mine Construction Technology Services Framework Agreement and the Property Lease Framework Agreement for Sale of Silver were approved by the Board on 31 December 2020 20 March 2015 to be inserted by the Company and none of the Directors has any material interest in the transactions contemplated thereunder. Xx. Xxxx Xxxxxxx and Xx. Xxx Xx Xxxxxxxxx have abstained from voting at the Board’s meeting to approve the Land Lease Framework Agreement, the Gold Refinery Agreement, the Informatization Digital Mine Construction Technology Services Framework Agreement and the Property Lease Framework Agreement for Sale of Silver by virtue of being the management staffs staff of Xxxxxxxx Xxxxxxx. As at the date of this announcement, Xxxxxxxx Xxxxxxx is the controlling Shareholder of the Company. Zhaojin Refinery is a subsidiary Refinery, Goldsoft Technology and Zhaojin Import and Export are subsidiaries of Shandong Zhaojin Xxxxxxxx Xxxxxxx and is are therefore a connected person persons of the Company, Company and Goldsoft Technology is a subsidiary of the Company. Accordingly, the transactions contemplated under the Land Lease Framework Agreement, the Gold Refinery Agreement, the Informatization Digital Mine Construction Technology Services Framework Agreement and the Property Lease Framework Agreement for Sale of Silver constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Given that each of the highest applicable percentage ratio ratios (as defined under Rule 14.07 of the Listing Rules) in respect of each of the Land Lease Framework Agreement, the Gold Refinery Agreement, the Informatization Digital Mine Construction Technology Services Framework Agreement and the Property Lease Framework Agreement for Sale of Silver is more than 0.1% but less than 5%, the transactions contemplated under the Land Lease Framework Agreement, the Gold Refinery Agreement, the Informatization Digital Mine Construction Technology Services Framework Agreement and the Property Lease Framework Agreement for Sale of Silver are subject to the reporting and announcement requirements but are exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

BOARD’S APPROVAL. The Land Lease Framework Agreement, the Gold Refinery Agreement, the Informatization Digital Mine Construction Technology Services Framework Agreement and the Property Lease Framework Agreement for Sales of Silver were approved by the Board on 31 December 2020 2017 and none of the Directors has any material interest in the transactions contemplated thereunder. Xx. Xxxx Xxxxxxx and Xx. Xxx Xx Xxxxxxxxx have abstained from voting at the Board’s meeting to approve the Land Lease Framework Agreement, the Gold Refinery Agreement, the Informatization Digital Mine Construction Technology Services Framework Agreement and the Property Lease Framework Agreement for Sales of Silver by virtue of being management staffs of Xxxxxxxx Xxxxxxx. As at the date of this announcement, Xxxxxxxx Xxxxxxx Shandong Zhaojin is the controlling Shareholder of the Company. Zhaojin Refinery is a subsidiary Refinery, Goldsoft Technology and Zhaojin Import and Export are subsidiaries of Shandong Zhaojin and is are therefore a connected person of the Company, and Goldsoft Technology is a subsidiary persons of the Company. Accordingly, the transactions contemplated under the Land Lease Framework Agreement, the Gold Refinery Agreement, the Informatization Digital Mine Construction Technology Services Framework Agreement and the Property Lease Framework Agreement for Sales of Silver constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Given that the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of each of the Land Lease Framework Agreement, the Gold Refinery Agreement, the Informatization Digital Mine Construction Technology Services Framework Agreement and the Property Lease Framework Agreement for Sales of Silver is more than 0.1% but less than 5%, the transactions contemplated under the Land Lease Framework Agreement, the Gold Refinery Agreement, the Informatization Digital Mine Construction Technology Services Framework Agreement and the Property Lease Framework Agreement for Sales of Silver are subject to the reporting and announcement requirements but are exempt from the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.