Shandong Gold Mining Co., Ltd. Class ASSE: 600547

Overseas regulatory announcement- sd gold announcement on the proposed public issuance of renewable corporate bonds

· Issued by Shandong Gold Mining Co., Ltd. Class A

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.

山東黃金礦業股份有限公司

(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 Proposed Public Issuance of Renewable Corporate Bonds of Shandong Gold Mining Co., Ltd. (the "Company") on the website of the Shanghai Stock Exchange at www.sse.com.cn, for information purpose only.

By order of the Board

Shandong Gold Mining Co., Ltd.

Li Guohong

Chairman

Jinan, the PRC, 18 September 2020

As at the date of this announcement, the executive directors of the Company are Mr. Wang Peiyue, Mr. Li Tao 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. Gao Yongtao, Mr. Lu Bin and Ms. Hui Wing.

Stock Abbreviation: SD GOLD

Stock Code: 600547

Announcement No.: Lin 2020-069

SHANDONG GOLD MINING CO., LTD.

ANNOUNCEMENT ON THE PROPOSED PUBLIC ISSUANCE OF

RENEWABLE CORPORATE BONDS

The Company and all members of its board of directors guarantee the truthfulness, accuracy and completeness of the contents of this announcement, and severally and jointly accept the responsibility in case there are false representations and misleading statements contained in, or material omissions from, this announcement.

Shandong Gold Mining Co., Ltd. (the "Company") convened the 41st meeting of the fifth session of the Board on 18 September 2020, at which the Resolution on the Company's Satisfaction of the Conditions for Public Issuance of Renewable Corporate Bonds, the Resolution on the Company's Proposed Issuance of Renewable Corporate Bonds and the Resolution on Proposing at the General Meeting to Authorize the Board of Directors with Full Discretion to Handle the Matters related to the Company's Issuance of Renewable Corporate Bonds have been considered and approved. The Company proposes to publicly issue renewable corporate bonds to professional investors (the "Issuance"). The Issuance shall be submitted to the general meeting for consideration.

  1. STATEMENT ON THE SATISFACTION OF THE CONDITIONS FOR ISSUANCE OF CORPORATE BONDS

In accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Measures for the Issuance and Trading of Corporate Bonds and other relevant laws, regulations and normative documents, the Board compares the actual conditions of the Company with provisions of the said laws, regulations and normative documents item by item, and considers that the Company complies with the current policies on corporate bonds and the provisions regarding conditions for issuing corporate bonds and is eligible for the public issuance of renewable corporate bonds to professional investors.

  1. SUMMARY OF THE ISSUANCE
    1. Issue Size
      The size of the Issuance will not exceed RMB4 billion (inclusive of RMB4 billion).
  1. Par Value and Issue Price
    The par value of bonds under the Issuance is RMB100, and the bonds are issued at par.

- I-1 -

(III) Issue Method

The bonds are publicly issued within China in one lot or by tranches after Shanghai Stock Exchange has reviewed the Issuance and the registration with China Securities Regulatory Commission has been completed.

(IV) Issue Target and Arrangement for Placement to Shareholders of the Company

The issue target of the bonds is professional investors. No preferential allotment of the bonds will be offered to shareholders of the Company.

  1. Term of the Bonds

The proposed term of the bonds is 3+N years.

(VI) Interest Rate and Payment of Interests

The coupon rate of the Issuance is determined by the Board with the authorization of the general meeting of the Company and the lead underwriter based on the result of book-building.

Public Issuance of the renewable corporate bonds bears interest on an annual basis at simple rate rather than at compound rate. In the case of deferral, interest shall be accrued on each deferred interest at the coupon rate prevailing at the deferral period. The coupon rate of the first repricing cycle of the bonds is determined based on the result of offline book-building, fixed within the interest rate inquiry range by the Board with the authorization of the general meeting of the Company and the lead underwriter with reference to the result of book-building and through negotiation according to relevant provisions of the State. The coupon rate remains unchanged in the first repricing cycle, and is reset in each repricing cycle from the second repricing cycle.

(VII) Terms of Guarantee

The Issuance is unguaranteed.

- I-2 -

(VIII) Use of Proceeds

Replenishing working capital, repaying interest-bearing debts, project constructions and other related purposes that comply with relevant laws and regulations.

(IX) Proposed Place of Listing:

Shanghai Stock Exchange.

  1. Measures to Secure Repayment

In the case that the failure of repaying the principal and interest of the bonds on schedule or at maturity is foreseeable after the Company's issuance of renewable corporate bonds, one or more of the following measures shall be adopted according to actual conditions of the Company and the market within the scope permitted by laws and regulations:

  1. not to distribute profit to the Shareholders;
  2. to suspend the implementation of capital expenditure projects including significant foreign investments, acquisitions and mergers;
  3. to reduce or freeze the salaries and bonuses of directors and senior management;
  4. the person in charge shall remain in its position.

(XI) Underwriting

The Issuance is underwritten by the underwriting syndicate organized by the lead underwriter by way of standby commitment underwriting.

(XII) Validity of the Resolution

Resolutions related to the Issuance remain effective for 24 months from the date of approval by the general meeting.

- I-3 -

  1. SELECTED FINANCIAL AND ACCOUNTING INFORMATION
    1. Historical Financial Statements
      1. Consolidated Financial Statements

The consolidated balance sheet, the consolidated income statement, the consolidated cash flow statement of the Company for the last three years and the latest period are set out below:

Consolidated Balance Sheet

Unit: RMB'0,000

As at

As at

As at

As at

the end of

the end of

the end of

the end of

Items

June 2020

2019

2018

2017

Current Assets:

Cash and cash equivalents

402,052.11

324,192.18

283,991.51

307,275.57

Held-for-trading financial assets

123,666.63

152,835.34

42,119.93

-

Derivative financial assets

851.48

43.12

-

-

Notes receivable

-

-

52.23

1,906.63

Accounts receivable

18,468.25

29,014.33

59,174.80

12,666.28

Receivables financing

1,057.20

34.10

-

-

Prepayments

73,942.55

11,673.70

15,007.82

17,530.40

Dividends receivable

0.00

5.54

40.78

622.11

Interests receivable

11.62

1.44

240.22

-

Other receivables

163,298.73

116,989.02

118,838.98

30,128.24

Proceeds from financial assets

purchased under agreements to

resell

-

-

15,892.22

-

Inventories

437,559.39

363,978.73

338,538.19

310,221.76

Assets classified as held for sale

-

-

-

39.59

Other current assets

29,763.48

35,378.63

30,897.92

10,521.25

Other current financial assets

3,137.93

2,035.04

-

-

Total current assets

1,253,809.37

1,036,181.17

904,794.59

690,911.84

- I-4 -

As at

As at

As at

As at

the end of

the end of

the end of

the end of

Items

June 2020

2019

2018

2017

Non-current Assets:

Available-for-sale financial assets

-

-

-

201.61

Other investments in equity

instruments

730.00

730.00

730.00

-

Other non-current financial assets

607,907.23

568,809.77

584,452.02

-

Long-term receivables

566.26

-

-

-

Long-term equity investments

115,628.20

104,225.93

104,094.06

39,920.81

Investment properties

22,532.99

23,145.85

24,399.71

22,668.40

Fixed assets

2,158,191.95

2,203,355.22

2,030,678.44

1,843,772.39

Construction in progress

543,704.73

398,187.46

315,874.33

265,675.66

Right-of-use assets

13,072.84

13,655.11

-

-

Intangible assets

1,056,449.11

1,062,830.63

1,015,000.92

981,936.59

Development expenditures

2,636.30

1,966.57

1,025.78

245.39

Goodwill

282,672.82

281,082.45

289,139.37

270,798.56

Long-term deferred expenditures

3,365.25

3,542.79

4,601.81

3,408.17

Deferred income tax assets

34,564.09

26,787.22

39,403.43

12,288.50

Other non-current assets

106,493.27

91,057.10

75,281.15

79,801.04

Total non-current assets

4,948,515.03

4,779,376.12

4,484,681.02

3,520,717.13

Total assets

6,202,324.40

5,815,557.28

5,389,475.61

4,211,628.97

- I-5 -

As at

As at

As at

As at

the end of

the end of

the end of

the end of

Items

June 2020

2019

2018

2017

Current liabilities:

Short-term borrowings

678,726.58

315,425.75

362,335.20

78,930.00

Held-for-trading financial liabilities

1,184,823.54

1,305,637.23

1,083,400.92

575,141.06

Derivative financial liabilities

827.41

391.98

-

-

Notes payable

86,072.55

82,801.63

63,164.27

38,887.80

Accounts payable

203,014.20

202,315.98

197,303.22

176,685.03

Advances receivable

-

-

-

12,721.93

Contract liabilities

13,513.79

4,093.97

8,504.91

-

Employee salaries payable

47,396.34

15,631.32

12,793.87

14,938.88

Taxes payable

33,895.80

34,115.07

34,590.92

31,279.42

Interests payable

-

-

10,035.12

11,057.57

Dividends payable

34,411.94

12,395.31

12,395.31

18,886.36

Other payables

276,045.41

219,159.28

304,412.26

104,939.50

Non-current liabilities due within

one year

4,519.81

294,968.45

4,191.32

3,899.25

Other current liabilities

200,664.53

409.34

-

-

Total current liabilities

2,763,911.91

2,487,345.31

2,093,127.33

1,067,366.80

Non-current liabilities:

Long-term borrowings

111,395.32

120,156.75

209,096.00

685,756.80

Bonds payable

101,226.51

103,135.06

68,786.20

329,447.97

Lease liabilities

8,906.38

6,593.95

-

-

Long-term payables

48,686.58

41,014.68

4,515.21

5,988.39

Special payables

507.72

507.72

345.55

-

Long-term salaries payables

21.12

49.41

366.11

283.78

Accrued liabilities

97,916.09

90,995.79

78,880.46

57,830.68

Deferred income tax liabilities

386,212.61

381,862.21

391,661.73

346,273.85

Deferred income - non-current

liabilities

1,616.26

1,244.40

1,218.61

1,752.63

Other non-current liabilities

870.94

877.70

-

-

Total non-current liabilities

757,359.53

746,437.67

754,869.88

1,427,334.11

Total liabilities

3,521,271.44

3,233,782.98

2,847,997.21

2,494,700.91

- I-6 -

As at

As at

As at

As at

the end of

the end of

the end of

the end of

Items

June 2020

2019

2018

2017

Owners' equity:

Paid-in capital (or share capital)

309,961.16

309,961.16

221,400.83

185,711.88

Capital reserve

752,207.40

752,207.40

1,007,017.87

421,636.34

Less: Treasury stock

638.46

638.46

638.46

638.46

Other comprehensive income

11,013.20

4,401.65

-2,557.61

-243.34

Special reserve

166.13

154.57

307.41

339.10

Surplus reserve

82,086.64

82,086.64

56,488.60

55,264.27

Undistributed profit

1,247,740.96

1,163,248.29

1,081,774.26

970,364.03

Total equity attributable to owners of

the parent company

2,402,537.03

2,311,421.25

2,363,792.90

1,632,433.83

Non-controlling interests

278,515.92

270,353.06

177,685.49

84,494.23

Total owners' equity

2,681,052.96

2,581,774.30

2,541,478.39

1,716,928.06

Total liabilities and owners' equity

6,202,324.40

5,815,557.28

5,389,475.61

4,211,628.97

- I-7 -

Consolidated Income Statement

Unit: RMB'0,000

January to

Items

June 2020

2019

2018

2017

I.

Total operating income

3,305,073.78

6,263,069.93

5,625,647.58

5,104,130.34

Operating income

3,305,073.78

6,263,069.93

5,625,647.58

5,104,130.34

II.

Total operating costs

3,136,862.25

6,055,335.64

5,489,228.51

4,938,227.61

Operating costs

2,936,528.63

5,658,566.14

5,137,069.19

4,641,236.90

Taxes and surcharges

27,888.95

55,326.37

36,668.47

24,065.80

Selling expenses

4,647.31

18,811.95

12,699.48

3,115.22

Management expenses

110,638.25

204,623.25

185,754.77

189,122.03

Research and development expenses

15,577.48

33,305.00

32,104.10

30,976.37

Finance costs

41,581.63

84,702.94

89,645.51

49,996.81

Asset impairment loss

-

-12,312.97

6.78

-285.52

Credit impairment loss

-107.17

-1,432.72

-4,719.78

-

Net gains from changes in fair value

-2,489.00

17,536.34

24,373.60

-8,682.75

Net investment gains

3,193.50

-1,067.75

7,378.01

6,230.52

Among which: Investment gains from

associates and joint

ventures

783.01

131.88

3,806.64

3,402.43

Gains from disposal of assets

140.07

-3.09

-18.68

68.29

Other income

1,171.41

3,791.32

1,487.97

1,597.92

III. Gains from operation

170,120.34

214,245.42

169,639.98

165,116.70

Add: Non-operating income

162.18

1,709.00

1,156.08

2,387.08

Less: Non-operating expenses

1,275.10

4,210.29

3,915.53

4,642.47

Among which: Net loss from disposal

of non-current

assets

IV.

Total profits

169,007.43

211,744.12

166,880.52

162,861.31

Less: Income tax

38,873.45

69,605.52

58,317.54

43,522.20

V.

Net profit

130,133.98

142,138.60

108,562.99

119,339.11

Net profit from continuous operation

130,133.98

142,138.60

108,562.99

119,339.11

Less: Profit or loss of non-controlling

interests

14,862.28

13,191.85

6,153.63

5,596.73

Net profit attributable to owners of

the parent company

115,271.69

128,946.75

102,409.35

113,742.38

Add: Other comprehensive income

6,611.54

6,959.26

-2,314.27

-253.85

VI.

Total comprehensive income

136,745.52

149,097.87

106,248.72

119,085.26

Less: Total comprehensive income

attributable to

non-controlling interests

14,862.28

13,191.85

6,153.63

5,596.73

Total comprehensive income

attributable to ordinary

shareholders of the parent company

121,883.24

135,906.02

100,095.08

113,488.53

- I-8 -

Consolidated Cash Flow Statement

Unit: RMB'0,000

January to

Items

June 2020

2019

2018

2017

I.

Cash flows generated from operating

activities:

Cash received from sales of goods and

provision of labor service

3,308,436.27

6,277,463.34

5,922,293.80

5,312,637.64

Tax refunds received

389.56

5,317.62

293.32

127.77

Cash received from other operating

activities

1,829,156.82

3,737,887.35

2,882,896.05

29,069.77

Sub-total of cash inflows from

operating activities

5,137,982.64

10,020,668.31

8,805,483.17

5,341,835.18

Cash paid for purchase of goods and

engagement of labor service

2,870,785.74

5,403,967.05

5,250,537.53

4,652,901.75

Cash paid to and for employees

117,956.73

262,923.19

250,898.46

201,233.00

Payments of all types of taxes

73,365.95

126,138.02

85,265.66

67,441.04

Cash paid for other operating activities

1,866,422.64

3,809,631.98

2,803,625.71

50,391.45

Sub-total of cash outflows used in

operating activities

4,928,531.07

9,602,660.24

8,390,327.35

4,971,967.24

Net cash flow generated from

operating activities

209,451.57

418,008.07

415,155.82

369,867.94

II. Cash flows generated from investing

activities:

Cash received from disposal of

investment

-

29,826.00

106,836.23

-

Cash received from investment gains

-

5,254.66

3,984.04

-

Net cash from disposal of fixed assets,

intangible assets and other long-term

assets

79.00

60.57

83.14

494.26

Cash received from other investing

activities

107,617.80

120,793.06

174,693.89

120,389.90

Sub-total of cash inflows from

investing activities

107,696.80

155,934.29

285,597.30

120,884.16

Cash paid for acquisition of fixed assets,

intangible assets and other long-term

assets

205,663.48

417,463.52

362,961.58

380,160.67

Cash paid for investments

-

25,047.00

299,916.97

-

Net cash paid for acquisition of

subsidiaries and other operating units

-

-

-

641,372.56

Cash paid for other investing activities

136,038.46

96,566.67

78,975.99

140,127.67

Sub-total of cash outflows used in

investing activities

341,701.93

539,077.19

741,854.53

1,161,660.90

Net cash flow generated from investing

activities

-234,005.13

-383,142.91

-456,257.24

-1,040,776.74

- I-9 -

January to

Items

June 2020

2019

2018

2017

III. Cash flows generated from financing

activities:

Cash received from investments

-

150,000.00

561,881.89

-

Among which: Cash received from

absorbing minority shareholders'

investment by subsidiaries

-

150,000.00

100,000.00

-

Cash received from obtaining borrowings

764,923.38

801,929.20

815,431.50

1,164,519.60

Cash received from other financing

activities

450,241.68

1,482,639.06

1,478,821.84

613,342.49

Sub-total of cash inflows from

financing activities

1,215,165.06

2,434,568.26

2,856,135.23

1,777,862.09

Cash paid for repayment of debt

493,228.69

636,420.84

1,309,892.39

449,983.97

Cash paid for distribution of dividends,

profits or payment of interests

48,148.33

84,706.34

98,665.79

66,173.22

Among which: Dividend and profits paid

to minority shareholders by

subsidiaries

6,717.50

7,852.29

2,204.21

3,173.87

Cash paid for other financing activities

573,024.33

1,711,267.10

1,441,415.77

465,005.66

Sub-total of cash outflows used in

financing activities

1,114,401.34

2,432,394.28

2,849,973.94

981,162.84

Net cash flow generated from financing

activities

100,763.72

2,173.98

6,161.29

796,699.25

IV.

Effect on cash from changes of

exchange rate

1,066.03

1,306.86

2,236.57

-1,381.52

V.

Net increase in cash and cash

equivalents

77,276.19

38,346.00

-32,703.56

124,408.93

Balance of cash and cash equivalents at

the beginning of the period

301,904.03

263,558.03

296,261.58

115,424.92

VI.

Balance of cash and cash equivalents at

the end of the period

379,180.22

301,904.03

263,558.03

239,833.86

- I-10 -

2. Financial Statements of the Parent Company

The balance sheet, the income statement, the cash flow statement of the parent company for the last three years and the latest period are set out below:

Balance Sheet of the Parent Company

Unit: RMB'0,000

As at

As at

As at

As at

the end of

the end of

the end of

the end of

Items

June 2020

2019

2018

2017

Current Assets:

Cash and cash equivalents

51,391.02

76,501.47

82,035.74

191,064.17

Accounts receivable

47,242.20

8,502.19

24,983.93

21,816.68

Prepayments

465.56

240.73

801.91

2,352.72

Dividends receivable

122,950.81

137,531.14

89,823.11

91,984.51

Other receivables

561,937.21

439,760.12

808,271.68

325,884.43

Inventories

6,945.04

7,688.76

4,684.48

3,753.17

Other current assets

2,829.04

3,443.16

4,341.80

1,930.69

Total current assets

793,760.88

673,667.57

1,014,942.66

638,786.37

Non-current Assets:

Available-for-sale financial assets

-

-

-

50.00

Other investments in equity

instruments

50.00

50.00

50.00

-

Long-term receivables

566.26

-

-

-

Long-term equity investments

1,882,857.26

1,882,074.25

1,205,010.01

1,131,216.39

Investment properties

17,979.11

18,444.64

19,337.09

20,170.69

Fixed assets

140,768.39

143,137.87

106,447.33

104,920.43

Construction in progress

128,858.14

104,462.83

85,900.93

55,728.03

Right-of-use assets

1,151.09

1,257.44

-

-

Intangible assets

68,679.61

68,411.83

57,939.46

3,645.43

Long-term deferred expenditures

1,641.17

1,629.89

1,384.42

473.23

Deferred income tax assets

-

-

4,066.43

1,073.42

Other non-current assets

13,260.41

9,538.83

10,675.59

43,740.63

Total non-current assets

2,255,811.44

2,229,007.59

1,490,811.27

1,361,018.25

Total assets

3,049,572.32

2,902,675.17

2,505,753.93

1,999,804.63

- I-11 -

As at

As at

As at

As at

the end of

the end of

the end of

the end of

Items

June 2020

2019

2018

2017

Current liabilities:

Short-term borrowings

290,336.84

195,282.57

268,000.00

67,000.00

Held-for-trading financial liabilities

634,650.17

-

643,872.62

543,679.12

Notes payable

15,977.69

9,816.60

7,078.10

7,525.67

Accounts payable

41,902.54

39,923.65

45,216.76

47,533.66

Advances receivable

-

-

-

275.27

Contract liabilities

211.05

48.76

240.37

-

Employee salaries payable

5,687.65

730.97

409.72

469.41

Taxes payable

593.44

1,243.99

753.44

2,116.08

Interests payable

-

-

5,353.45

10,782.04

Dividends payable

30,830.74

16.83

16.83

15,358.83

Other payables

32,670.03

76,787.41

90,581.28

46,212.55

Non-current liabilities due within

one year

287.51

72,055.27

-

-

Other current liabilities

200,619.92

701,003.81

-

-

Total current liabilities

1,253,767.57

1,096,909.85

1,061,522.57

740,952.63

Non-current liabilities:

Long-term borrowings

111,395.32

120,156.75

-

-

Bonds payable

101,226.51

103,135.06

68,786.20

329,447.97

Lease liabilities

970.30

810.22

-

-

Long-term payables

-

-

245.28

471.70

Accrued liabilities

1,019.02

1,019.02

2,106.27

1,526.39

Deferred income - non-current

liabilities

300.13

186.96

129.04

75.74

Total non-current liabilities

214,911.28

225,308.01

71,266.80

331,521.80

Total liabilities

1,468,678.85

1,322,217.86

1,132,789.37

1,072,474.43

Owners' equity:

Paid-in capital (or share capital)

309,961.16

309,961.16

221,400.83

185,711.88

Capital reserve

557,985.54

557,985.54

673,133.88

267,876.28

Other comprehensive income

-

-

-

4.91

Surplus reserve

99,134.21

99,134.21

73,536.17

72,311.84

Undistributed profit

613,812.56

613,376.40

404,893.69

401,425.28

Total equity attributable to owners of

the parent company

1,580,893.47

1,580,457.31

1,372,964.56

927,330.20

Total owners' equity

1,580,893.47

1,580,457.31

1,372,964.56

927,330.20

Total liabilities and owners' equity

3,049,572.32

2,902,675.17

2,505,753.93

1,999,804.63

- I-12 -

Income Statement of the Parent Company

Unit: RMB'0,000

January to

Items

June 2020

2019

2018

2017

I.

Total operating income

85,052.49

136,838.52

117,142.39

121,203.66

Operating income

85,052.49

136,838.52

117,142.39

121,203.66

II.

Total operating costs

75,455.55

146,370.04

130,428.16

119,503.59

Operating costs

31,758.57

56,105.33

52,384.11

53,362.65

Taxes and surcharges

2,685.82

4,686.39

4,063.85

3,778.45

Selling expenses

52.84

1,246.59

1,056.72

84.82

Management expenses

18,941.17

38,476.12

32,500.45

28,398.18

Research and development expenses

1,385.02

5,047.38

4,241.33

5,065.92

Finance costs

20,632.13

40,808.23

36,359.50

29,749.88

Add: Other income

300.74

1,077.37

143.67

109.48

Net investment gains

22,202.68

269,500.69

22,950.86

83,791.15

Among which: Investment gains from

associates and joint

ventures

783.01

127.25

3,798.53

3,402.43

Net gains from changes in fair value

-

-

-

-3,921.62

Asset impairment loss

-

-

-

-936.31

Credit impairment loss

-30.51

-89.13

-177.80

-

Gains from disposal of assets

140.07

-3.09

-2.45

28.47

III. Gains from operation

32,209.92

260,954.32

9,806.31

81,707.55

Add: Non-operating income

30.71

26.25

134.42

42.89

Less: Non-operating expenses

990.57

933.78

690.46

709.35

IV.

Total profits

31,250.06

260,046.80

9,250.27

81,041.08

Less: Income tax

-

4,066.43

-2,993.01

-447.41

V.

Net profit

31,250.06

255,980.37

12,243.28

81,488.49

Net profit from continuous operation

31,250.06

255,980.37

12,243.28

81,488.49

Net profit attributable to owners of the

parent company

31,250.06

255,980.37

12,243.28

81,488.49

Add: Other comprehensive income

-

-

-4.91

-5.60

VI.

Total comprehensive income

31,250.06

255,980.37

12,238.38

81,482.89

Total comprehensive income attributable

to ordinary shareholders of the parent

company

31,250.06

255,980.37

12,238.38

81,482.89

- I-13 -

Cash Flow Statement of the Parent Company

Unit: RMB'0,000

January to

Items

June 2020

2019

2018

2017

I. Cash flows generated from operating

activities:

Cash received from sales of goods and

provision of labor service

44,429.84

148,795.91

110,488.45

123,958.34

Cash received from other operating

activities

234,320.07

937,635.86

417,037.61

240,607.54

Sub-total of cash inflows from

operating activities

278,749.91

1,086,431.77

527,526.07

364,565.88

Cash paid for purchase of goods and

engagement of labor service

12,893.50

26,833.36

32,105.83

28,621.12

Cash paid to and for employees

16,410.34

40,051.05

39,799.67

31,694.66

Payments of all types of taxes

2,970.76

4,489.22

5,345.82

3,721.24

Cash paid for other operating activities

400,921.98

1,024,817.57

865,770.82

324,797.35

Sub-total of cash outflows used in

operating activities

433,196.58

1,096,191.21

943,022.13

388,834.37

Net cash flow generated from

operating activities

-154,446.67

-9,759.44

-415,496.07

-24,268.49

II. Cash flows generated from investing

activities:

Cash received from investment gains

36,000.00

221,665.41

21,313.73

7,915.27

Net cash from disposal of fixed assets,

intangible assets and other long-term

assets

78.42

45.91

15.02

470.71

Cash received from other investing

activities

0.65

0.36

52,041.69

-

Sub-total of cash inflows from

investing activities

36,079.08

221,711.68

73,370.44

8,385.97

- I-14 -

January to

Items

June 2020

2019

2018

2017

Cash paid for acquisition of fixed assets,

intangible assets and other long-term

assets

29,159.87

85,515.22

62,340.86

68,671.40

Cash paid for investments

-

253,231.91

70,000.00

4,000.00

Cash paid for other investing activities

0.69

580.35

528.33

4,003.43

Sub-total of cash outflows used in

investing activities

29,160.57

339,327.48

132,869.19

76,674.84

Net cash flow generated from investing

activities

6,918.51

-117,615.80

-59,498.75

-68,288.86

III. Cash flows generated from financing

activities:

Cash received from investments

-

-

461,881.89

-

Cash received from obtaining borrowings

359,915.98

665,900.00

576,000.00

305,000.00

Cash received from other financing

activities

265,781.09

843,725.22

849,190.82

610,015.40

Sub-total of cash inflows from

financing activities

625,697.07

1,509,625.22

1,887,072.70

915,015.40

Cash paid for repayment of debt

142,649.60

519,000.00

636,100.40

277,000.00

Cash paid for distribution of dividends,

profits or payment of interests

23,451.84

64,603.84

67,158.19

50,979.35

Cash paid for other financing activities

339,043.34

805,493.44

765,522.04

454,641.95

Sub-total of cash outflows used in

financing activities

505,144.78

1,389,097.28

1,468,780.63

782,621.30

Net cash flow generated from financing

activities

120,552.29

120,527.94

418,292.08

132,394.10

IV.

Effect on cash from changes of

exchange rate

-

186.16

-245.38

-

V.

Net increase in cash and cash

equivalents

-26,975.87

-6,661.15

-56,948.12

39,836.75

Balance of cash and cash equivalents at

the beginning of the period

73,874.98

80,536.13

137,484.25

97,647.50

VI.

Balance of cash and cash equivalents at

the end of the period

46,899.11

73,874.98

80,536.13

137,484.25

- I-15 -

  1. Key Financial Indicators for the Last Three Years and the Latest Period

As at

the end of

June 2020/

As at

As at

As at

January to

the end of

the end of

the end of

Items

June 2020

2019/2019

2018/2018

2017/2017

Current ratio (times)

0.45

0.42

0.43

0.65

Quick ratio (times)

0.30

0.27

0.27

0.36

Gearing ratio (%)

56.77

55.61

52.84

59.23

EBITDA interest

coverage multiple

(times)

8.80

6.66

5.97

8.16

Debt-to-EBITDA ratio

(times)

-

0.17

0.17

0.17

Gross profit margin (%)

11.15

9.65

8.68

9.07

Weighted average return

on equity (%)

4.87

5.49

5.17

7.12

  1. In the last three years and the latest period, there is no material asset acquisition, disposal or replacement that leads to substantive changes of the Company's core businesses and productive assets.

- I-16 -

(IV) The Management's Brief Conclusion about the Financial Analysis for the Last Three Years

and the Latest Period

1. Analysis of Asset Structure

Main Assets as at the end of 2017-2019 and the end of June 2020

Unit: RMB'0,000

As at

As at

As at

As at

the end of

the end of

the end of

the end of

Items

June 2020

2019

2018

2017

Current Assets:

Cash and cash equivalents

402,052.11

324,192.18

283,991.51

307,275.57

Held-for-trading financial assets

123,666.63

152,835.34

42,119.93

-

Derivative financial assets

851.48

43.12

-

-

Notes receivable

-

-

52.23

1,906.63

Accounts receivable

18,468.25

29,014.33

59,174.80

12,666.28

Receivables financing

1,057.20

34.10

-

-

Prepayments

73,942.55

11,673.70

15,007.82

17,530.40

Dividends receivable

0.00

5.54

40.78

622.11

Interests receivable

11.62

1.44

240.22

-

Other receivables

163,298.73

116,989.02

118,838.98

30,128.24

Proceeds from financial assets

purchased under agreements to

resell

-

-

15,892.22

-

Inventories

437,559.39

363,978.73

338,538.19

310,221.76

Assets classified as held for sale

-

-

-

39.59

Other current assets

29,763.48

35,378.63

30,897.92

10,521.25

Other current financial assets

3,137.93

2,035.04

-

-

Total current assets

1,253,809.37

1,036,181.17

904,794.59

690,911.84

- I-17 -

As at

As at

As at

As at

the end of

the end of

the end of

the end of

Items

June 2020

2019

2018

2017

Non-current Assets:

Available-for-sale financial assets

-

-

-

201.61

Other investments in equity

instruments

730.00

730.00

730.00

-

Other non-current financial assets

607,907.23

568,809.77

584,452.02

-

Long-term receivables

566.26

-

-

-

Long-term equity investments

115,628.20

104,225.93

104,094.06

39,920.81

Investment properties

22,532.99

23,145.85

24,399.71

22,668.40

Fixed assets

2,158,191.95

2,203,355.22

2,030,678.44

1,843,772.39

Construction in progress

543,704.73

398,187.46

315,874.33

265,675.66

Right-of-use assets

13,072.84

13,655.11

-

-

Intangible assets

1,056,449.11

1,062,830.63

1,015,000.92

981,936.59

Development expenditures

2,636.30

1,966.57

1,025.78

245.39

Goodwill

282,672.82

281,082.45

289,139.37

270,798.56

Long-term deferred expenditures

3,365.25

3,542.79

4,601.81

3,408.17

Deferred income tax assets

34,564.09

26,787.22

39,403.43

12,288.50

Other non-current assets

106,493.27

91,057.10

75,281.15

79,801.04

Total non-current assets

4,948,515.03

4,779,376.12

4,484,681.02

3,520,717.13

Total assets

6,202,324.40

5,815,557.28

5,389,475.61

4,211,628.97

As at the end of 2017-2019 and the end of June 2020, the business scale continued to expand, and total assets grew year on year accordingly, reaching RMB42,116,289,700, RMB53,894,756,100, RMB58,155,572,800 and RMB62,023,244,000 respectively.

Analyzed by the asset structure, assets of the Company mainly comprise cash and cash equivalents, inventories, net fixed assets and intangible assets, while other assets have lower proportions in total assets, with some of them accounting for over 5%. As at the end of June 2020, the said four assets accounted for 6.48%, 7.05%, 34.80% and 17.03% of the total assets, respectively.

- I-18 -

2. Analysis of liabilities structure

The Company's main liability components at the end of

2017 to 2019 and the end of June 2020

Unit: RMB'0,000

At the

end of June

At the

At the

At the

Items

2020

end of 2019

end of 2018

end of 2017

Current liabilities:

Short-term borrowings

678,726.58

315,425.75

362,335.20

78,930.00

Held-for-trading financial liabilities

1,184,823.54

1,305,637.23

1,083,400.92

575,141.06

Derivative financial liabilities

827.41

391.98

-

-

Notes payable

86,072.55

82,801.63

63,164.27

38,887.80

Accounts payable

203,014.20

202,315.98

197,303.22

176,685.03

Advances receivable

-

-

-

12,721.93

Contract liabilities

13,513.79

4,093.97

8,504.91

-

Employee salaries payable

47,396.34

15,631.32

12,793.87

14,938.88

Taxes payable

33,895.80

34,115.07

34,590.92

31,279.42

Interest payable

0.00

-

10,035.12

11,057.57

Dividend payable

34,411.94

12,395.31

12,395.31

18,886.36

Other payables

276,045.41

219,159.28

304,412.26

104,939.50

Non-current liabilities due within

one year

4,519.81

294,968.45

4,191.32

3,899.25

Other current liabilities

200,664.53

409.34

-

-

Total current liabilities

2,763,911.91

2,487,345.31

2,093,127.33

1,067,366.80

Non-current liabilities:

Long-term borrowings

111,395.32

120,156.75

209,096.00

685,756.80

Bonds payable

101,226.51

103,135.06

68,786.20

329,447.97

Lease liabilities

8,906.38

6,593.95

-

-

Long-term payables

48,686.58

41,014.68

4,515.21

5,988.39

Special payables

507.72

507.72

345.55

-

Long-term salaries payables

21.12

49.41

366.11

283.78

Accrued liabilities

97,916.09

90,995.79

78,880.46

57,830.68

Deferred income tax liabilities

386,212.61

381,862.21

391,661.73

346,273.85

Deferred income - non-current

liabilities

1,616.26

1,244.40

1,218.61

1,752.63

Other non-current liabilities

870.94

877.70

-

-

Total non-current liabilities

757,359.53

746,437.67

754,869.88

1,427,334.11

Total liabilities

3,521,271.44

3,233,782.98

2,847,997.21

2,494,700.91

During the reporting period, with the continuous expansion of business scale of the Company, its demand for funds increased year by year while its liabilities scale continued to

- I-19 -

grow. At the end of 2017, 2018, 2019 and the end of June 2020, the total liabilities of the Company was RMB24,947,009,100, RMB28,479,972,100, RMB32,337,829,800 and RMB35,212,714,400, respectively. During the reporting period, the Company's current liabilities accounted for 42.79%, 73.49%, 76.92% and 78.49% of total liabilities, respectively.

The Company's current liabilities mainly include short-term borrowings, financial liabilities at fair value through profit or loss, accounts payable and other payables. As at the end of June 2020, the ratio of the above items to current liabilities was 19.28%, 33.65%, 5.77% and 7.84%, respectively. The Company's non-current liabilities are mainly long-term borrowings, bonds payable and deferred income tax liabilities. As at the end of June 2020, the ratio of the three items to non-current liabilities was 3.16%, 2.87% and 10.97% respectively.

3.

Cash flow analysis

Unit: RMB'0,000

January to

Item

June 2020

2019

2018

2017

Net cash flows from operating

activities

209,451.57

418,008.07

415,155.82

369,867.94

Net cash flows from investing

activities

-234,005.13

-383,142.91

-456,257.24

-1,040,776.74

Net cash flows from financing

activities

100,763.72

2,173.98

6,161.29

796,699.25

Increase in cash and cash equivalents

77,276.19

38,346.00

-32,703.56

124,408.93

Balance of cash and cash equivalents

at the end of the period

379,180.22

301,904.03

263,558.03

239,833.86

  1. Cash flows generated from operating activities

In the previous three years and the last period, net cash flows from operating activities of the Company was RMB3,698,679,400, RMB4,151,558,200, RMB4,180,080,700 and RMB2,094,515,700, respectively. In 2018, net cash flows from operating activities of the issuer increased by 12.24% over 2017, mainly due to the increase in net cash inflows generated from gold purchases and sales.

- I-20 -

  1. Cash flows generated from investing activities

In the previous three years and the last period, net cash flows from investing activities was RMB-10,407,767,400,RMB-4,562,572,400,RMB-3,831,429,100 and RMB-2,340,051,300, respectively. In the previous three years and the last period, net cash flows from investing activities of the Company continued to be negative, mainly due to: (1) more cash paid for the purchase and construction of fixed assets, intangible assets and other long-term assets, the amount of which in the previous three years and the last period was RMB3,801,606,700, RMB3,629,615,800, RMB4,174,635,200 and RMB2,056,634,800, respectively. The above-mentioned funds were mainly expended on land, properties, buildings, right of special tools for mine detection, carparks, gate ways and its auxiliary engineering, excavation and installation works and large-scale equipments; (2) more cash paid for other investing activities, the amount of which in the previous three years and the last period was RMB1,401,276,700, RMB789,759,900, RMB965,666,700 and RMB1,360,384,600, respectively. The above-mentioned funds were mainly expended on futures investment, gold leasing, mine environment recovery margin. Net cash flows from investment activities of the issuer was relatively low in 2017, mainly due to a large amount of cash outflows generated from investing activities as a result of acquisition of 50% equity interest in the Veladero Gold Mine.

  1. Cash flows generated from financing activities

In the previous three years and the last period, net cash flows from financing activities of the Company amounted to RMB7,966,992,500, RMB61,612,900, RMB21,739,800 and RMB1,007,637,200, respectively. In 2017, the higher net cash flows generated from financing activities was mainly due to an increase in cash inflows from financing activities as a result of financing for acquisition of 50% equity interest in the Veladero Gold Mine.

- I-21 -

4. Solvency analysis

The major solvency indicators of the issuer in the previous three years and the last period are shown as follows:

At the

end of June/

At the

At the

At the

January to end of 2019/ end of 2018/ end of 2017/

Item

June 2020

in 2019

in 2018

in 2017

Current ratio (times)

0.45

0.42

0.43

0.65

Quick ratio (times)

0.30

0.27

0.27

0.36

Gearing ratio (%)

56.77

55.61

52.84

59.23

EBITDA interest coverage

multiple (times)

8.80

6.66

5.97

8.16

Debt-to-EBITDA ratio

(times)

-

0.17

0.17

0.17

  1. Short-termSolvency

In the previous three years and the last period, the issuer's current ratio was 0.65, 0.43, 0.42 and 0.45, respectively and quick ratio was 0.36, 0.27, 0.27 and 0.30, respectively. The current ratio and quick ratio were relatively low in absolute value mainly due to set up of the strategic goal of "optimising and expanding to become one of the top ten gold mining enterprises in the world in respect of comprehensive strengths". The Company is at the stage of exploring new developments and expansion of scale. In order to explore high-quality resources, accelerate overseas acquisitions, ensure long-term production and increase competitiveness, more funds are necessary to be raised in the short term, while the related assets acquired are mainly long-term assets such as intangible assets and fixed assets.

In the previous three years and the last period, the issuer's EBITDA interest coverage multiple was 8.16, 5.97, 6.66 and 8.80 respectively, showing a volatile trend. In general, the issuer's EBITDA can cover interest expenses of the Company in full, representing an interest coverage multiple of exceeding 1.

- I-22 -

  1. Long-termSolvency

As at the end of the previous three years and in the last period, the Company's gearing ratio was 59.23%, 52.84%, 55.61% and 56.77%, respectively. The issuer's gearing ratio remained basically stable and within a reasonable range at the end of each period during the reporting period.

5. Profitability analysis

As a leading domestic gold production enterprise, the issuer has steadily carried on various tasks in recent years. Its various results have shown a good development trend, its economic benefits have grown steadily, and its development capabilities have been greatly improved. The Company learns and leverages the global operation management and control experience from Barrick Gold Corporation. While ensuring operation management and control of domestic subsidiaries, the Company will establish and improve management control mechanism for its overseas projects, so as to regulate supervision on overseas projects and guarantee its profitability. Adhering to the principle of "guaranteed output, guaranteed profit and reduced costs", the issuer increases efforts on Veladero project management, striving to break through the bottleneck of capacity and increase mine output through measures such as technological transformation and equipment upgrade.

Since 30 June 2017, the Company and Barrick Gold Corporation have operated the Veladero Gold Mine in Argentina jointly. Both parties recognize assets and liabilities respectively according to the proportion of 50% each as agreed in the purchase agreement, and are entitled to 50% of the products produced from and recognize 50% of the expenses incurred by the Veladero Gold Mine. This acquisition will help the Company speed up the process of internationalization, rapidly expand the reserves of mineral resources, and enhance its competitiveness in domestic and overseas markets. Upon completion of the transaction, total assets and reserves of mineral resources of the Company will be greatly increased while its overall profitability and capability against operating risks will be further improved and enhanced.

The major profitability indicators of the Company in the previous three years and the last period are shown as follows:

January to

Indicator

June 2020

2019

2018

2017

Net profit (RMB'0,000)

130,133.98

142,138.60

108,562.99

119,339.11

Net profit attributable to

owners of the parent

company (RMB'0,000)

115,271.69

128,946.75

102,409.35

113,742.38

Gross profit margin (%)

11.15

9.65

8.68

9.07

Weighted average return on

equity (%)

4.87

5.49

5.17

7.12

- I-23 -

6. Future business targets and sustainability of profitability

In 2020, the Company has determined the following production and operation plan: gold production of not less than 39.586 tonnes. The plan is based on the current economic situation, market conditions and the Company's operating situation. The Board will make corresponding adjustments according to future developments. The main measures are as follows:

  1. Strengthen production and operation management and increase the Company's economic benefits

We will fulfill the responsibilities by transmitting pressure from each level and focus on mobilizing all employees' production enthusiasm by organizing various kinds of labor competitions. Firstly, we will highlight the strengthening of production management. The Company will continue to enhance production organization, optimize production layout and exercise strict technical index management in order to constantly improve the quality and efficiency of operation and achieve quality development. Secondly, we will accelerate the construction of key projects. The Company will accelerate key projects such as the deep area of Xincheng Gold Mine and Dongfeng Mining Area of Linglong Gold Mine and the progress of production connection project, and deeply explore potentials to ensure stable improvement in the Company's production capacity. Thirdly, we will accelerate geological prospecting work. The Company will carry out mines geological exploration and strengthen mine prospecting and reserves increasing in order to possess sustainable resources and further extend the life of mines. In particular, we will conduct mine prospecting in key target areas to ensure the balance of third class reserves. Fourthly, we will conduct good operation management. The Company will further refine the appraisal of index including cash flow, net profit, asset-liability ratio and revenue margin, actively explore the incorporated reform management of trading centers, and continuously enhance the research and judgment ability of the trend of gold price so as to grasp sales opportunities flexibly and maximize profits from sales.

  1. Carry out quality and efficiency enhancement and raise the level of high-quality development

Firstly, we will thoroughly streamline and analyze our production process and management aspect, comprehensively promote technological and management cost reduction, and effectively control the level of cost. Secondly, we will further strengthen technology management, improve technical index, tap internal potential, broaden development space, seek benefits from technology and management, and follow the path of high-quality development. Thirdly, we will comprehensively improve our ability to reserve resources, and adhere to resource acquisition as a breakthrough in strategic implementation. The Company will expand its footprint into other provinces and abroad in reliance upon resources within the province, give full play to the role of the Canada representative office, and actively participate in global resources allocation. We will actively select high-quality projects in markets along the "One Belt and One Road" initiative and various resource-rich areas around the world, and adopt a combination of overall acquisition, equity cooperation and other methods to achieve new breakthroughs in our acquisitions.

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  1. Increase the efforts in technological innovation and drive the enterprise development momentum

By relying on Shandong Gold think tank and innovative platforms including three major laboratories, the Company targets to reinforce its all-round cooperation with leading enterprises in the same industry and science research institutions. Aiming at strategic, basic and cutting-edge mining fields, we will condense major technological issues and coordinate overall technical break-through projects with a target of creating great scientific research results and jointly building a national research platform. We will focus on the innovation of key and core technologies in industries such as mining, beneficiation and filling, and actively promote the transformation of research results. We will accelerate the research on comprehensive utilisation projects of tailings and focus on creating green mines. The Company will vigorously promote the application of 5G technology in the mining industry and explore a new model of "5G + smart mines".

  1. Accelerate the promotion of world-class demonstration mines construction and create a high development benchmark

We will focus on the construction of "ramp comprehensive execution information system" and "the big data platform based on the ROMA system of Huawei". We will also accelerate the progress promotion of projects such as smart site selection, ground pressure monitoring, industrial network renovation and the upgrading and reconstruction of coastal sightseeing zones and ecological restoration demonstration areas. The Company strives to improve the level of three-dimensional mining planning and design, automated mining, intensive production management and control, and geological resource informatization to ensure the successful completion of construction goals. We target to form a set of replicable and propagable world-class mine construction standards and experience, and become a world-class leader in "smart mines" and "ecological mining".

  1. Continuously consolidate the foundation for safe production and ecological and environmental protection construction, and comprehensively build a first-class corporate brand image

We will adhere to the "double zero" goal of safety and environmental protection, improve risk classification control and the construction of potential risk identification system and continue to enhance our intrinsic safety level. We will also put our green development philosophy into practice, and proactively promote construction of green mines. We will ensure that all our mines in production will be included in the national or provincial green mine list and all our smelting companies will be included in the national or provincial green factory list at the end of this year, so as to further improve our brand image of "Shandong Gold, Ecological Mining".

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IV. USE OF PROCEEDS FROM THE BOND ISSUE

The proceeds from the Bond Issue, after deducting issue expenses, are intended to be used in replenishing working capital, repaying interest-bearing debts, project constructions and other related purposes that comply with relevant laws and regulations.

  1. OTHER SIGNIFICANT EVENTS
    1. External guarantees

As at 30 June 2020, the total amount of guarantees provided by the Company to its controlling subsidiaries was RMB3.257 billion, accounting for 12.15% of the net assets of the Company.

As at the date of this announcement, the Company does not provide any guarantee to other companies or relevant entities other than its controlling subsidiaries.

2. Pending litigation or arbitration

As at the date of this announcement, the Company has no pending litigation or arbitration which may have a significant impact on its financial conditions, results of operations, reputation, business activities and future prospects.

Announcement is hereby made.

The Board of Directors of

Shandong Gold Mining Co., Ltd.

18 September 2020

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