Common use of BOARD’S APPROVAL Clause in Contracts

BOARD’S APPROVAL. The Land Lease Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Services Agreement and the Framework Agreement for Sale of Silver were approved by the Board and none of the Directors have any material interest in the transaction contemplated thereunder. ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ Jianmao and ▇▇. ▇▇▇▇ ▇▇▇▇▇ have abstained from voting at the Board’s meeting to approve the Land Lease Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Services Agreement and the Framework Agreement for Sale of Silver by virtue of being the management staff of Shandong Zhaojin. As at the date of this announcement, Shandong Zhaojin is the controlling Shareholder of the Company. Zhaojin Refinery, Goldsoft Technology and Zhaojin Import and Export are Associates of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and are therefore connected persons of the Company and the transactions contemplated under the Land Lease Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Services Agreement and the 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 applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of each of the Land Lease Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Services Agreement and the Framework Agreement for Sale of Silver are less than 5%, the transactions under the Land Lease Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Services Agreement and the Framework Agreement for Sale of Silver are subject to the reporting and announcement requirements but are exempt from the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

BOARD’S APPROVAL. The Land Lease Framework Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Informatization Services Framework Agreement and the Property Lease Framework Agreement for Sale of Silver were approved by the Board on 31 December 2020 and none of the Directors have has any material interest in the transaction transactions contemplated thereunder. ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ Jianmao and ▇▇. ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ have abstained from voting at the Board’s meeting to approve the Land Lease Framework Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Informatization Services Framework Agreement and the Property Lease Framework Agreement for Sale of Silver by virtue of being the management staff staffs of Shandong Zhaojin▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. As at the date of this announcement, Shandong Zhaojin is the controlling Shareholder of the Company. Zhaojin RefineryRefinery is a subsidiary of Shandong Zhaojin and is therefore a connected person of the Company, and Goldsoft Technology and Zhaojin Import and Export are Associates of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and are therefore connected persons is a subsidiary of the Company and Company. Accordingly, the transactions contemplated under the Land Lease Framework Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Informatization 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 ratios 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 Digital Mine Construction Technology Informatization Services Framework Agreement and the Property Lease Framework Agreement for Sale of Silver are is more than 0.1% but less than 5%, the transactions contemplated under the Land Lease Framework Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Informatization 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 requirements requirement under Chapter 14A of the Listing Rules.

BOARD’S APPROVAL. The Land Lease Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Services Agreement and the Framework Agreement for Sale of Silver were approved by the Board on 20 March 2015 to be inserted by the Company and none of the Directors have has any material interest in the transaction transactions contemplated thereunder. ▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ Jianmao and ▇▇. ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ have abstained from voting at the Board’s meeting to approve the Land Lease Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Services Agreement and the Framework Agreement for Sale of Silver by virtue of being the management staff of Shandong Zhaojin▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. As at the date of this announcement, Shandong Zhaojin is the controlling Shareholder of the Company. Zhaojin Refinery, Goldsoft Technology and Zhaojin Import and Export are Associates subsidiaries of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Shandong Zhaojin and are therefore connected persons of the Company and the transactions contemplated under the Land Lease Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Services Agreement and the 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 applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of each of the Land Lease Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Services Agreement and the Framework Agreement for Sale of Silver are is less than 5%, the transactions under the Land Lease Agreement, the Gold Refinery Agreement, the Digital Mine Construction Technology Services Agreement and the Framework Agreement for Sale of Silver are subject to the reporting and announcement requirements but are exempt from the independent Shareholders’ approval requirements requirement under Chapter 14A of the Listing Rules.

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