THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Zijin Mining Group Co., Ltd.*, you should at once pass this circular to the purchaser, the transferee, the bank, the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Zijin Mining Group Co., Ltd.*
Zijin Mining Group Co., Ltd.*
紫 金 礦 業 集 團 股 份 有 限 公 司
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock code: 2899)
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PROPOSED NON-PUBLIC ISSUANCE OF A SHARES;
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CONNECTED TRANSACTION - SUBSCRIPTION OF A SHARES BY MINXI XINGHANG;
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CONNECTED TRANSACTION - SUBSCRIPTION OF A SHARES PURSUANT TO THE EMPLOYEE STOCK OWNERSHIP SCHEME
INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT BOARD COMMITTEE AND THE INDEPENDENT SHAREHOLDERS
A letter from the Board is set out on pages 5 to 25 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 26 to 27 of this circular. A letter from the Independent Financial Adviser, Messis Capital Limited, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 28 to 45 of this circular.
Notices convening the EGM and the H Shareholders' Class Meeting to be held at the conference room at 10/F., Airport Hotel of Zijin Mining Group (Xiamen) Investment Co., Ltd., 128 Xiangyun 3rd Road, Huli District, Xiamen City, Fujian Province, the PRC on Thursday, 25 August 2016 at 9 a.m. and 11:30 a.m., respectively, were issued on 11 July 2016 respectively. The revised notice convening the EGM is set out on pages 115 to 125 of this circular.
Reply slips and proxy forms for use at the said meetings were issued on 11 July 2016 respectively. Revised proxy form for the EGM is enclosed herewith. Shareholders who intend to attend the respective meetings shall complete and return the reply slip(s) in accordance with the instructions printed thereon before Friday, 5 August 2016.
Shareholders who intend to appoint a proxy to attend the meeting(s) are requested to complete the applicable proxy form(s) in accordance with the instructions printed thereon. The applicable proxy form(s) shall be lodged with the registrar of H Shares of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the relevant meeting(s) or any adjournment thereof (as the case may be). Completion and return of the applicable proxy form(s) will not prevent you from attending and voting in person at the meeting(s) or any adjournment thereof should you so wish.
* The English name of the Company is for identification purpose only
10 August 2016
Page
DEFINITIONS 1
LETTER FROM THE BOARD 5
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INTRODUCTION 6
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PROPOSED NON-PUBLIC ISSUANCE OF A SHARES 6
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SUBSCRIPTION OF A SHARES BY MINXI XINGHANG 10
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SUBSCRIPTION OF A SHARES PURSUANT TO THE EMPLOYEE STOCK
OWNERSHIP SCHEME 10
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THE EXTRAORDINARY GENERAL MEETING AND THE CLASS MEETINGS 23
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INDEPENDENT FINANCIAL ADVISER 24
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RECOMMENDATION 24
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FURTHER INFORMATION 25
LETTER FROM THE INDEPENDENT BOARD COMMITTEE 26
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER 28
APPENDIX 1 RESOLUTION IN RELATION TO THE SATISFACTION OF THE CONDITIONS FOR THE NON-PUBLIC ISSUANCE OF A
SHARES OF THE COMPANY 46
APPENDIX 2 PHASE 1 OF THE EMPLOYEE STOCK OWNERSHIP SCHEME
OF ZIJIN MINING GROUP CO., LTD.* (DRAFT) (REVISED) . . . 49
APPENDIX 3 THE ADMINISTRATIVE POLICY OF THE EMPLOYEE STOCK OWNERSHIP SCHEME OF ZIJIN MINING GROUP CO., LTD.*
(REVISED) 72
APPENDIX 4 FEASIBILITY REPORT ON THE USE OF PROCEEDS RAISED IN THE NON-PUBLIC ISSUANCE OF A SHARES (REVISED
VERSION) 88
APPENDIX 5 GENERAL INFORMATION 111
REVISED NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING
IN 2016 115
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"A Share(s)" the domestic share(s) issued by the Company to domestic investors with a nominal value of RMB0.10 each, which are listed on the Shanghai Stock Exchange;
"A Shareholder(s)" holder(s) of A Share(s);
"A Shareholders' Class Meeting" the second A Shareholders' class meeting in 2016 to be held
at the conference room at 10/F., Airport Hotel of Zijin Mining Group (Xiamen) Investment Co., Ltd., 128 Xiangyun 3rd Road, Huli District, Xiamen City, Fujian Province, the PRC on Thursday, 25 August 2016 at 11 a.m.;
"Agreement(s)" Conditional Share Subscription Agreement for the Non-public Issuance of A Shares entered into between the Company and Minxi Xinghang, and between the Company and the Employee Stock Ownership Scheme respectively on 8 July 2016;
"Articles of Association" the articles of association of the Company, as amended,
modified or otherwise supplemented from time to time;
"Associate(s)" has the meaning ascribed thereto under the Hong Kong Listing Rules;
"Board" the board of Directors of the Company;
"Class Meetings" the A Shareholders' Class Meeting and the H Shareholders' Class Meeting;
"Company" Zijin Mining Group Co., Ltd.* (紫金礦業集團股份有限公司), a joint stock limited company incorporated in the PRC with limited liability;
"Connected Person(s)" has the meaning ascribed thereto under the Hong Kong
Listing Rules;
"Controlling Shareholder" has the meaning ascribed thereto under the Hong Kong
Listing Rules;
"CSRC" China Securities Regulatory Commission;
"Director(s)" the director(s) of the Company;
"DR Congo" the Democratic Republic of the Congo;
"EGM" the second extraordinary general meeting in 2016 to be held at the conference room at 10/F., Airport Hotel of Zijin Mining Group (Xiamen) Investment Co., Ltd., 128 Xiangyun 3rd Road, Huli District, Xiamen City, Fujian Province, the PRC on Thursday, 25 August 2016 at 9 a.m.;
"Employee Stock Ownership Scheme" or "Phase 1 of the Employee Stock Ownership Scheme"
Phase 1 of the Employee Stock Ownership Scheme of Zijin Mining Group Co., Ltd.*;
"Group" the Company and its subsidiaries;
"H Share(s)" the overseas-listed foreign invested share(s) in the Company's share capital, with a nominal value of RMB0.10 each, which are listed on the Hong Kong Stock Exchange;
"H Shareholder(s)" holder(s) of H Share(s);
"H Shareholders' Class Meeting" the second H Shareholders' class meeting in 2016 to be held
at the conference room at 10/F., Airport Hotel of Zijin Mining Group (Xiamen) Investment Co., Ltd., 128 Xiangyun 3rd Road, Huli District, Xiamen City, Fujian Province, the PRC on Thursday, 25 August 2016 at 11:30 a.m.;
"HK$" Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong" the Hong Kong Special Administrative Region of the PRC;
"Hong Kong Listing Rules" or "Listing Rules"
the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange;
"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited;
"Independent Board Committee" the independent board committee of the Company comprising
all independent non-executive Directors and was established to advise the Independent Shareholders on voting in relation to subscription of A Shares by Minxi Xinghang and subscription of A Shares pursuant to the Employee Stock Ownership Scheme;