IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES. IMPORTANT:

IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES. THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE ADDRESSEES OUTSIDE OF THE UNITED STATES. IMPORTANT: You must read the following disclaimer before continuing.The following disclaimer applies to the attached offering circular. You are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached offering circular. In accessing the attached offering circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access.

Confirmation of Your Representation:This offering circular is being sent to you at your request and by accepting the e-mail and accessing the attached offering circular, you shall be deemed to represent to Bank of China Limited, Bank of China (Hong Kong) Limited, BOCI Asia Limited and ABCI Capital Limited (the “Joint Lead Managers”) that (1) you and any customers you represent are not located in the United States (as defined under Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), (2) the e-mail address that you gave us and to which this e-mail has been delivered is not located in the United States, its territories or possessions, and (3) you consent to delivery of the attached offering circular and any amendments or supplements thereto by electronic transmission. The attached offering circular has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Joint Lead Managers, the Trustee or the Agents (as defined in the attached offering circular) or any of their respective affiliates, directors, officers, employees, representatives, agents and each person who controls any of them nor any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version. We will provide a hard copy version to you upon request.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THIS OFFERING IS MADE SOLELY IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S UNDER THE SECURITIES ACT.

Nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of the Issuer, the Company (as defined in the attached offering circular), the Joint Lead Managers, the Trustee or the Agents to subscribe for or purchase any of the securities described therein, and access has been limited so that it shall not constitute in the United States or elsewhere a general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or directed selling efforts (within the meaning of Regulation S under the Securities Act). If a jurisdiction requires that the offering be made by a licenced broker or dealer and the Joint Lead Managers or any affiliate of the Joint Lead Managers is a licenced broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Lead Managers or such affiliate on behalf of the Issuer in such jurisdiction.

You are reminded that you have accessed the attached offering circular on the basis that you are a person into whose possession this offering circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you are not allowed to purchase any of the securities described in the attached.

Actions that You May Not Take: If you receive this document by e-mail, you should not reply by e-mail to this announcement, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected.

IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.

YOU ARE NOT AUTHORISED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING CIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

SHANDONG GOLD INTERNATIONAL MINING INVESTMENT HOLDING LIMITED

山東黃金國際礦業投資控股有限公司

(incorporated with limited liability in British Virgin Islands) with the benefit of a Keepwell Deed provided by

SHANDONG GOLD GROUP CO., LTD.

(

山東黃金集團有限公司

)

(incorporated with limited liability in the People’s Republic of China)

US$300,000,000 2.50 PER CENT. CREDIT ENHANCED BONDS DUE 2018

with the benefit of an irrevocable Standby Letter of Credit provided by

Bank of China Limited, Shandong Branch

ISSUE PRICE: 99.396 per cent.

The 2.50 per cent. credit enhanced bonds due 2018 in the aggregate principal amount of US$300,000,000 (the “Bonds”) will be issued by Shandong Gold

International Mining Investment Holding Limited 山東黃金國際礦業投資控股有限公司(the “Issuer”). The Issuer is a subsidiary of Shandong Gold

Group Co., Ltd. (山東黃金集團有限公司) (the “Company”). Payments of principal and interest in respect of the Bonds will have the benefit of an

irrevocable standby letter of credit (the “Standby Letter of Credit”) denominated in U.S. dollars and issued by the Bank of China Limited, Shandong

Branch (the “LC Bank”). See “Appendix – Form of Standby Letter of Credit” for the form of the Standby Letter of Credit.

The Company, the Issuer and The Hongkong and Shanghai Banking Corporation Limited (the “Trustee”) will enter into a keepwell deed (the “Keepwell

Deed”), as more fully described under “Description of the Keepwell Deed”.The Keepwell Deed does not constitute a guarantee by the Company of the

obligations of the Issuer under the Bonds.

The Bonds will bear interest from and including 13 November 2015 at the rate of 2.50 per cent. of their principal amount per annum. Interest on the Bonds is payable semi-annually in arrear on 13 May and 13 November in each year. Payments on the Bonds will be made without withholding or deduction for or on account of taxes duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of British Virgin Islands, the PRC (as defined herein) or any political subdivision thereof or any authority therein or thereof having power to tax to the extent

described under “Terms and Conditions of the Bonds – Taxation”.

The Bonds will constitute direct, general, unsubordinated and unconditional obligations of the Issuer which will at all times rankpari passu among

themselves and at leastpari passuwith all other present and future unsecured obligations of the Issuer, save for such obligations as may be preferred by

provisions of law that are both mandatory and of general application.

The Bonds will mature on 13 November 2018 at their principal amount. The Bonds are subject to redemption, in whole but not in part, at their principal amount, together with accrued interest, at the option of the Issuer at any time in the event of certain changes affecting taxes of the British Virgin Islands or

the PRC. See “Terms and Conditions of the Bonds – Redemption and Purchase – Redemption for tax reasons”. The Bonds may also be redeemed, all but

not some only, at the option of the holders at their principal amount, together with accrued interest, upon the occurrence of a Change of Control (as defined

herein). See “Terms and Conditions of the Bonds – Redemption and Purchase – Redemption for Change of Control”.

Application has been made to The Stock Exchange of Hong Kong Limited (“HKSE” or the “Hong Kong Stock Exchange”) for the listing of, and

permission to deal in, the Bonds by way of debt issues to professional investors (as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) only and such permission is expected to become effective on or about 16 November 2015.

This Offering Circular includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Issuer and the Company. The Issuer and the Company accept full responsibility for the accuracy of the information contained in this Offering Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

Investing in the Bonds involves certain risks. Investors should have sufficient knowledge and experience in financial and business matters to evaluate the information contained in the Offering Circular and the merits and risks of investing in the Bonds in the context of their financial position and particular circumstances. Investors also should have the financial capacity to bear the risks associated with an investment in the Bonds. Investors should not purchase the Bonds unless they understand and are able to bear risks associated with the Bonds. See “Risk Factors” beginning on page 17 for a discussion of certain factors to be considered in connection with an investment in the Bonds.

The Bonds and the Standby Letter of Credit have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and, subject to certain exceptions, may not be offered or sold within the United States (as defined in Regulation S under the Securities Act (“Regulation S”)). The Bonds are being offered only outside the United States in reliance on Regulation S.

For a description of these and certain further restrictions on offers and sales of the Bonds, the Standby Letter of Credit and the distribution of this Offering

Circular, see “Subscription and Sale”.

The Bonds are to be rated “A1” by Moody’s Investors Services, Inc. (“Moody’s”). Such rating of the Bonds does not constitute a recommendation by

Moody’s to buy, sell or hold the Bonds and may be subject to suspension, reduction, revision or withdrawal at any time by Moody’s. Such rating should be evaluated independently of any other rating of the other securities of the Issuer, the Company or the LC Bank or of the Issuer, the Company or the LC Bank.

The denomination of the Bonds will be US$200,000 each and integral multiples in excess of US$1,000 thereof.

The Bonds will be represented by beneficial interests in a global bond certificate (the “Global Bond Certificate”) in registered form, which will be

registered in the name of a nominee for, and shall be deposited on or about 13 November 2015 (the “Issue Date”), with a common depositary for,

Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). Beneficial interests in the Global Bond Certificate will be shown

on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream. Except as described herein, certificates for Bonds will not be issued in exchange for interests in the Global Bond Certificate.

Joint Global Coordinators

Bank of China

Joint Lead Managers and Joint Bookrunners

IMPORTANT NOTICE

Each of the Issuer and the Company, having made all reasonable enquiries, confirms that (i) this Offering Circular contains all information with respect to the Issuer, the Company and its subsidiaries (collectively the “Group”), the Bonds, the LC Bank, the Standby Letter of Credit and the Keepwell Deed, which is material in the context of the issue and offering of the Bonds; (ii) the statements contained herein relating to the Issuer, the Company, the Group, the Bonds, the LC Bank, the Standby Letter of Credit and the Keepwell Deed are in every material respect true and accurate and not misleading and there are no other facts in relation to the Issuer, the Company, the Group, the Bonds, the LC Bank, the Standby Letter of Credit and the Keepwell Deed the omission of which would, in the context of the issue and offering of the Bonds, make any statement in this Offering Circular misleading; (iii) the statements of intention, opinion and belief or expectation contained in this Offering Circular with regard to the Issuer, the Company and the Group are honestly and reasonably made or held, have been reached after considering all relevant circumstances and are based on reasonable assumptions; and (iv) all reasonable enquiries have been made by the Issuer and the Company to ascertain such facts and to verify the accuracy of all such information and statements. In addition, each of the Issuer and the Company accepts full responsibility for the accuracy of the information contained in this Offering Circular.

Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this Offering 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 Offering Circular.

This Offering Circular has been prepared by the Issuer and the Company solely for use in connection with the proposed offering of the Bonds described in this Offering Circular. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of Bank of China Limited, Bank of China (Hong Kong) Limited, BOCI Asia Limited and ABCI Capital Limited (the “Joint Lead Managers”) or the Issuer or the Company to subscribe for or purchase any of the Bonds. The distribution of this Offering Circular and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer, the Company and the Joint Lead Managers to inform themselves about and to observe any such restrictions. No action is being taken to permit a public offering of the Bonds or the distribution of this Offering Circular in any jurisdiction where action would be required for such purposes. There are restrictions on the offer and sale of the Bonds and the circulation of documents relating thereto, in certain jurisdictions including the United States, the United Kingdom, European Economic Area, British Virgin Islands, the People’s Republic of China, Hong Kong and Singapore, and to persons connected therewith. For a description of certain further restrictions on offers, sales and resales of the Bonds and distribution of this Offering Circular, see “Subscription and Sale”. This Offering Circular is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Bonds. Distribution of this Offering Circular to any other person other than the prospective investor and any person retained to advise such prospective investor with respect to its purchase is unauthorised. Each prospective investor, by accepting delivery of this Offering Circular, agrees to the foregoing and agrees not to make photocopies of this Offering Circular or any documents referred to in this Offering Circular.

No person has been or is authorised to give any information or to make any representation concerning the Issuer, the Company, the Group, the LC Bank, the Bonds, the Standby Letter of Credit or the Keepwell Deed other than as contained herein and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Issuer, the Company, the Joint Lead Managers, the Trustee or the Agents (in each case as defined herein) or their respective affiliates, employees, directors, officers, agents or advisors. Neither the delivery of this Offering Circular nor any offering, sale or delivery made in connection with the issue of the Bonds shall, under any circumstances, constitute a representation that there has been no change or development reasonably likely to involve a change in the affairs of the

Issuer, the Company, the Group or any of them or the LC Bank since the date hereof or create any implication that the information contained herein is correct as of any date subsequent to the date hereof. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Company, the Joint Lead Managers, the Trustee or the Agents to subscribe for or purchase any of the Bonds and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful.

This Offering Circular may not be copied or reproduced in whole or in part. It may be distributed only to and its contents may be disclosed only to the prospective investors to whom it is provided. By accepting delivery of this Offering Circular each investor agrees to these restrictions.

No representation or warranty, express or implied, is made or given by the Joint Lead Managers, the Trustee or the Agents or any of their respective affiliates, officers, employees, directors, agents or advisors, as to the accuracy, completeness or sufficiency of the information contained in this Offering Circular, and nothing contained in this Offering Circular is, or shall be relied upon as a promise, representation or warranty by the Joint Lead Managers, the Trustee or the Agents. To the fullest extent permitted by law, the Joint Lead Managers, the Trustee and the Agents and their respective affiliates, officers, employees, directors, agents or advisors do not accept any responsibility for the contents of this Offering Circular and assume no responsibility for the contents, accuracy, completeness or sufficiency of any such information or for any other statement, made or purported to be made by the Joint Lead Managers or on their behalf in connection with the Company, the Issuer, the Group, the Standby Letter of Credit, the LC Bank or the issue and offering of the Bonds. Each of the Joint Lead Managers, the Trustee and the Agents and their respective affiliates, officers, employees, directors, agents or advisors accordingly disclaim all and any liability whether arising in tort or contract or otherwise which they might otherwise have in respect of this Offering Circular or any statement herein. None of the Joint Lead Managers, the Trustee or any Agent undertakes to review the financial condition or affairs of the Issuer, the Company, the Group or the LC Bank after the date of this Offering Circular nor to advise any investor or potential investor in the Bonds of any information coming to the attention of the Joint Lead Managers, the Trustee or any Agent. None of the Joint Lead Managers, the Trustee or the Agents and their respective affiliates, officers, employees, directors, agents or advisers have independently verified any of the information contained in this Offering Circular and can give no assurance that this information is accurate, truthful or complete. This Offering Circular is not intended to provide the basis of any credit or other evaluation nor should it be considered as a recommendation by any of the Issuer, the Company, the Group, the LC Bank, the Joint Lead Managers, the Trustee or the Agents that any recipient of this Offering Circular should purchase the Bonds. Each potential purchaser of the Bonds should determine for itself the relevance of the information contained in this Offering Circular and its purchase of the Bonds should be based upon such investigations with its own tax, legal and business advisors as it deems necessary.

IN CONNECTION WITH THE ISSUE OF THE BONDS, ANY OF THE JOINT LEAD MANAGERS MAY ACT AS A STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF THE RELEVANT STABILISING MANAGER) AND MAY EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE BONDS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE RELEVANT STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF THE RELEVANT STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE BONDS IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE BONDS AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE BONDS.

In making an investment decision, investors must rely on their own examination of the Issuer, the Company, the Group, the LC Bank, the Standby Letter of Credit, the Keepwell Deed and the terms of the offering, including the merits and risks involved. See “Risk Factors” for a discussion of certain factors to be considered in connection with an investment in the Bonds.

Each person receiving this Offering Circular acknowledges that such person has not relied on the Joint Lead Managers or any person affiliated with the Joint Lead Managers in connection with its investigation of the accuracy of such information or its investment decision.

The information included in this Offering Circular regarding Bank of China Limited is for information purposes only and is based on, or derived or extracted from, among other sources, publicly available information. Any information available from public sources that are referenced in this Offering Circular but is not separately included in this Offering Circular shall not deemed to be incorporated by reference to this Offering Circular. The Issuer and the Company have taken reasonable care in the compilation and reproduction of the information. However, none of the Issuer, the Company, the Group, the Joint Lead Managers, the Trustee and the Agents and their respective affiliates, employees, directors, advisors and agents has independently verified such information. No representation or warranty, express or implied, is made or given by the Issuer, the Company, the Joint Lead Managers, the Trustee or the Agents or any of their respective affiliates, employees, directors, advisors and agents as to the accuracy, completeness or sufficiency of such information. Accordingly, such information should not be unduly relied upon.

All non-company specific statistics and data relating to the Group’s industry or the economies of pertinent jurisdictions, such as the PRC, have been extracted or derived from publicly available information and various government sources. The Issuer and the Company believe that the sources of this information are appropriate for such information and the Issuer has taken reasonable care in extracting and reproducing such information. Each of the Issuer and the Company has no reason to believe that such information is false or misleading or that any fact has been omitted that would render such information false or misleading. However, this information has not been independently verified by the Issuer, the Company or the Joint Lead Managers, the Trustee or the Agents or by their respective affiliates, employees, directors, advisors and agents and none of the Issuer, the Company, the Joint Lead Managers, the Trustee or the Agents or their respective affiliates, employees, directors, advisors and agents makes any representation as to the correctness, accuracy or completeness of that information. In addition, third party information providers may have obtained information from market participants and such information may not have been independently verified. Accordingly, such information should not be unduly relied upon.

We have prepared this Offering Circular using a number of conventions, which you should consider when reading the information contained herein. When we use the terms “we”, “us”, “our” and words of similar import, we are referring to the Issuer, the Company and its other subsidiaries and associated companies taken as a whole (the “Group”).

Unless otherwise specified or the context otherwise requires, all references in this Offering Circular to

“China” or the “PRC” are to the People’s Republic of China and, for the purpose of this Offering Circular

only, exclude, Hong Kong, Macau SAR of the PRC and Taiwan, and all references to “Hong Kong” are to the Hong Kong SAR of China.

Unless otherwise specified or the context otherwise requires, references herein to “Renminbi”, “RMB” or “CNY” are to the lawful currency of the PRC and references herein to “U.S. dollar” or “US$”, “USD” are to the lawful currency of the United States of America. In addition, references herein to the financial ratios of the Company and defined terms used in the calculation of such ratios may differ from those in the “Terms and Conditions of the Bonds”.

PRESENTATION OF FINANCIAL INFORMATION

The Company has prepared audited consolidated financial statements as of and for the years ended 31 December 2013 and 2014 (the “Audited Financial Statements”) and unaudited but reviewed consolidated financial statements as of and for the six months ended 30 June 2015 (the “Unaudited Financial

Statements”), in accordance with the Accounting Standards for Business Enterprises – Basic Standards and

38 concrete accounting standards issued on 15 February 2006 by the MOF, as well as the Accounting Standards for Business Enterprises – Application Guidelines, and the Accounting Standards for Business Enterprises – Interpretations issued subsequently and other relevant provisions (collectively known as the

“Accounting Standards for Business Enterprises”) (the “PRC Accounting Standards” or “PRC

GAAP”), and presentation and disclosure requirements in the Circular of Ministry of Finance on Printing and Distributing the Financial Settlement Statements of Financial Enterprises (Financial Holding Group Companies) for 2013 (Cai Jin [2013] No. 137) ((財政部關於印發2013年度金融企業財務決算報表[金融控

股集團公司類_]的通知_{) (}財金_[2013]137號_{)) and the Circular of Ministry of Finance on Printing and}

Distributing the Financial Settlement Statements of Financial Enterprises (Financial Asset Management Companies) for 2013 (Cai Jin [2013] No. 136) ((財政部關於印發2013年度金融企業財務決算報表[金融資

產管理公司類_]的通知_{) (}財金_[2013]136號_{)). The Audited Financial Statements have been audited, and the}

Unaudited Financial Statements have been reviewed, by Beijing Tianyuanquan Certified Public Accountants, auditors of the Company, and are included elsewhere in this Offering Circular.

This Offering Circular also contains (i) the audited consolidated financial information of the LC Bank as at and for the years ended 31 December 2013 and 2014 and (ii) the unaudited consolidated interim financial information of the LC Bank as at and for the six months ended 30 June 2014 and 2015, both extracted from publicly available information. The audited consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). The unaudited consolidated interim financial information were prepared in accordance with IFRS issued by the IASB. Investors should note that the LC Bank is required by the Shanghai Stock Exchange to release and publish its interim or quarterly financial information.

The Group’s Audited Financial Statements and Unaudited Financial Statements (collectively, the “Financial

Statements”) have only been prepared in Chinese. The Group has prepared English translations of its

Financial Statements (the “Financial Statements Translations”) as set out elsewhere in this Offering Circular for reference only. Should there be any consistency between the Group’s Financial Statements and the Financial Statements Translation, the Group’s Financial Statements shall prevail. The Financial Statements Translation does not itself constitute audited financial statements, and is qualified in its entirety by, and is subject to the more detailed information and the financial information set out or referred to in, the Group’s Financial Statements. None of the Joint Lead Managers nor the Trustee have independently verified or checked the accuracy of the Financial Statements Translations and can give any assurance that the information contained in the Financial Statements Translations is accurate, truthful or complete.

In this Offering Circular, where information has been presented in thousands or millions of units, amounts may have been rounded up or down. Accordingly, totals of columns or rows of numbers in tables may not be equal to the apparent total of the individual items and actual numbers may differ from those contained herein due to rounding. References to information in billions of units are to the equivalent of a thousand million units.

FORWARD-LOOKING STATEMENTS

The Issuer and the Company have made certain forward-looking statements in this Offering Circular. All statements other than statements of historical facts contained in this Offering Circular constitute “forward-looking statements”. Some of these statements can be identified by forward-“forward-looking terms, such as “anticipate”, “target”, “believe”, “can”, “would”, “could”, “estimate”, “expect”, “aim”, “intend”, “may”, “plan”, “will” or similar words. However, these words are not the exclusive means of identifying forward-looking statements. All statements regarding expected financial condition, results of operations, business plans and prospects are forward-looking statements. These forward-looking statements include but are not limited to statements as to the business strategy, revenue, profitability, planned projects and other matters as they relate to the Issuer, the Company and/or the Group discussed in this Offering Circular regarding matters that are not historical facts. These forward-looking statements and any other projections contained in this Offering Circular (whether made by the Issuer, the Company or by any third party) involve known and unknown risks, including those disclosed under “Risk Factors”, uncertainties and other factors that may cause the actual results, performance or achievements of the Issuer or the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other projections.

The factors that could cause the actual results, performances and achievements of the Issuer or the Company or any member of the Group to be materially different include, among others:

• fluctuations in prices of and demand for gold and metal products;

• excess capacity and oversupply in the gold and metal industry globally;

• the supply and cost of raw materials;

• the continued availability of capital and financing;

• interest rates and foreign exchange rates, taxes and duties;

• ability of the Group to control its costs;

• general economic and business conditions and competitive environment in the PRC and elsewhere;

• ability of the Group to maintain its sales contracts with its major customers on terms commercially acceptable to the Group or at all;

• the Group’s ability to finance and complete new projects on schedule and ability to manage its product development;

• various business opportunities that the Group may pursue;

• interruptions in product production and delivery, natural disasters, industrial action, terrorist attacks and other events beyond the Group’s control; and

These forward-looking statements speak only as of the date of this Offering Circular. Each of the Issuer and the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this Offering Circular to reflect any change in the Group’s expectations with regard thereto or any change of events, conditions or circumstances, on which any such statement was based.

The Issuer and the Company do not undertake any obligation to update or revise publicly any of the opinions or forward-looking statements expressed in this Offering Circular as a result of any new information, future events or otherwise.

TABLE OF CONTENTS

Page

SUMMARY. . . 1

THE ISSUE. . . 3

SUMMARY HISTORICAL FINANCIAL INFORMATION. . . 12

RISK FACTORS. . . 17

TERMS AND CONDITIONS OF THE BONDS. . . 39

SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL FORM. . . 60

DESCRIPTION OF THE KEEPWELL DEED. . . 61

USE OF PROCEEDS. . . 63

CAPITALISATION AND INDEBTEDNESS. . . 64

DESCRIPTION OF THE ISSUER. . . 65

DESCRIPTION OF THE GROUP. . . 66

DIRECTORS AND MANAGEMENT. . . 89

DESCRIPTION OF THE LC BANK. . . 93

EXCHANGE RATE INFORMATION. . . 103

TAXATION. . . 104

SUBSCRIPTION AND SALE. . . 108

GENERAL INFORMATION. . . 112

INDEX TO THE AUDITED FINANCIAL STATEMENTS. . . F-1

SUMMARY

OVERVIEW

The Company was incorporated on 16 July 1996 and was restructured as a state-owned company under the Shandong State-owned Assets Supervision and Administration Commission (“SASAC”) in March 2003. One of the subsidiaries of the Company, Shandong Gold Mining Co., Ltd., was listed on the Shanghai Stock Exchange in August 2003.

For the year ended 31 December 2014, the Group’s consolidated revenue and profit (before tax) was RMB76,017.82 million and RMB592.38 million, respectively. For the six months ended 30 June 2015, the Group’s consolidated revenue and profit (before tax) was RMB35,244.49 million and RMB52.18 million, respectively. As at 31 December 2014 and 30 June 2015, the Group’s consolidated total assets was RMB74,502.02 million and RMB77,359.21 million, respectively.

The Group is one of the largest gold production companies in the PRC in terms of scale of production, resources and reserves and research and development technologies. The Group is a large mining conglomerate with a leading position in the gold industry and primarily engaged in exploration, mining, smelting, processing and trading of gold and non-ferrous metals. The Group also operates in the industries of real estate and financial services businesses.

COMPETITIVE STRENGTHS

The Company believes that the following represent the Group’s key strengths:

• One of the largest gold production companies in the PRC with a leading industry position

• A market leader in gold reserves with ample resources

• Integrated business model covering the entire value chain of the mining industry

• Commitment to environmental protection through engagement in ecological mining construction and also dedication to social responsibility

• Dedicated management team with extensive industry experience and global vision with strong support from a team of talented professionals

• A leader in mining, exploration and refining technologies

• Diversified financing channels able to optimise capital structure and liquidity

BUSINESS STRATEGIES

The Group aims to continue to strengthen its industry leading position, competitiveness and expand its business operations with business strategies that consist of the following principal elements:

• Further develop into a conglomerate by improving the synergies among the Group’s different

business segments and reorganisation of internal resources

• Further expand the coverage of the Group’s geographical business network and strengthen sales and marketing efforts in overseas markets

• Pursue sustainable growth through environmental protection measures

THE ISSUE

The following contains summary information about the Bonds and is qualified in its entirety by the remainder of this Offering Circular. Some of the terms described below are subject to important limitations and exceptions. Words and expressions defined in “Terms and Conditions of the Bonds” and “Summary of Provisions Relating to the Bonds while in Global Form” shall have the same meanings in this summary. For a more complete description of the terms of the Bonds, see “Terms and Conditions of the Bonds”.

Issuer Shandong Gold International Mining Investment Holding Limited

山東黃金國際礦業投資控股有限公司_.

Company Shandong Gold Group Co., Ltd. (山東黃金集團有限公司)

Principal Amount US$300,000,000 aggregate principal amount of 2.50 per cent. credit

enhanced bonds due 2018.

Issue Price 99.396 per cent. of the principal amount.

Form and Denomination The Bonds will be issued in registered form in the denomination of

US$200,000 and integral multiples of US$1,000 in excess thereof.

Interest The Bonds will bear interest at a rate of 2.50 per cent. per annum.

Interest Payment Dates The Bonds bear interest from and including 13 November 2015

payable semi-annually in arrear on 13 May and 13 November in each year, commencing on 13 May 2016.

Issue Date 13 November 2015.

Maturity Date 13 November 2018.

Standby Letter of Credit The Bonds will have the benefit of the Standby Letter of Credit

issued by the LC Bank in favour of the Trustee, on behalf of the holders of the Bonds. The Standby Letter of Credit shall be drawable by the Trustee as beneficiary under the Standby Letter of Credit on behalf of the holders of the Bonds upon the presentation of a demand by authenticated SWIFT sent by the Trustee to the LC Bank in accordance with the Standby Letter of Credit (each, a

“Demand”) stating that (i) the Issuer has failed to comply with

Condition 1(d) in relation to pre-funding an amount that is required to be pre-funded under the Terms and Conditions of the Bonds and/ or has failed to provide the Required Confirmations in accordance with the Condition 1(d) or (ii) an Event of Default has occurred and the Trustee has given notice to the Issuer in accordance with Condition 8 that the Bonds are immediately due and payable in accordance with the Terms and Conditions or (iii) the Issuer has

failed to pay the fees, costs, expenses, indemnity payments and all other amounts in connection with the Bonds, the Trust Deed or the Agency Agreement when due and such failure continues for a period of seven days from the date of the Trustee delivering a Demand therefor to the Issuer.

Each drawing on the Standby Letter of Credit will be payable in U.S. dollars to or to the order of the Trustee at the time and to the account specified in the Demand presented to the LC Bank. All amounts received by the Trustee in respect of a Demand will be deposited into the LC Proceeds Account.

Every payment made under the Standby Letter of Credit in respect of any amount payable under the Terms and Conditions or in connection with the Bonds, the Trust Deed or the Agency Agreement shall satisfy the obligations of the Issuer in respect of such amount payable under the Terms and Conditions, in connection with the Bonds, the Trust Deed or the Agency Agreement.

The LC Bank’s liability under the Standby Letter of Credit shall be expressed and payable in U.S. dollars and shall not in any circumstances exceed US$323,500,000, an amount representing the amount of the aggregate principal amount of US$300,000,000 of the Bonds plus interest payable in accordance with the Terms and Conditions plus any fees, expenses, and all other amounts payable by the Issuer in connection with the Bonds, the Trust Deed and the Agency Agreement. The Standby Letter of Credit expires at 5:00 p.m. (Beijing time) on 12 December 2018.

See “Terms and Conditions of the Bonds – Form, Denomination, Status, Standby Letter of Credit and Pre-funding – Standby Letter

of Credit”, “Terms and Conditions of the Bonds – Form,

Denomination, Status, Standby Letter of Credit and Pre-funding – Pre-funding” and “Appendix – Form of Standby Letter of Credit”.

Pre-funding In order to provide for the payment of any amount in respect of the

Bonds (the “Relevant Amount”) as the same shall become due, the Issuer shall, in accordance with the Agency Agreement, by no later than the Business Day falling ten Business Days (the “Pre-funding Date”) prior to the due date for such payment under the Terms and Conditions:

(i) unconditionally pay or procure to be paid the Relevant Amount into the Pre-funding Account; and

(ii) deliver to the Trustee and the Principal Paying Agent by facsimile (x) a Payment and Solvency Certificate signed by any one director of the Issuer, and (y) a copy of the irrevocable payment instruction from the Issuer to the Prefunding Account Bank requesting the Pre-funding Account Bank to pay in full the Relevant Amount paid into the Prefunding Account on the Pre-funding Date to the Principal Paying Agent no later than 10:00 a.m. (Hong Kong time) on the Business Day immediately preceding the due date for such payment (together, the “Required

Confirmations”).

If the Relevant Amount has not been paid into the Pre-funding Account in full, or the Trustee does not receive the Required Confirmations, in each case by 10:00 a.m. (Hong Kong time) on the Business Day immediately following the Pre-funding Date (the

“Pre-funding Failure”), the Trustee shall (A) as soon as

reasonably practicable notify the LC Bank and the LC Proceeds Account Bank by authenticated SWIFT of the occurrence of the Pre-funding Failure; and (B) no later than 11:00 a.m. (Hong Kong time) on the second Business Day following the Pre-funding Date (x) give notice (the “Pre-funding Failure Notice”) to the Bondholders of the Pre-funding Failure and (y) issue a Demand to the LC Bank for the Relevant Amount (or if the Issuer has unconditionally paid or procured to be paid into the Pre-funding Account an amount less than the full amount of the Relevant Amount and the Trustee has received Required Confirmations in respect of such lesser amount, an amount representing the difference between the Relevant Amount in full and the amount received in the Pre-funding Account). After receipt by the LC Bank of such Demand, the LC Bank shall by 11:00 a.m. (Hong Kong time) on the fourth Business Day following receipt of such Demand (or, if such Demand is received after 11:00 a.m. (Hong Kong time) on a Business Day, by 11:00 a.m. (Hong Kong time) on the fifth Business Day immediately following receipt of such Demand), pay to or to the order of the Trustee the amount in U.S. dollars specified in the Demand to the LC Proceeds Account.

“Business Day” means a day (other than a Saturday or a Sunday or

a public holiday) on which banks and foreign exchange markets are open for business in Beijing, Hong Kong and New York City.

See “Terms and Condition of the Bonds – Form, Denomination, Status, Standby Letter of Credit and Pre-funding – Pre-funding” and “Appendix – Form of Standby Letter of Credit”.

Status of the Bonds The Bonds constitute direct, general, unsubordinated and unconditional obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsecured obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.

Covenants The Issuer will undertake, inter alia, that so long as any Bond

remains outstanding:

(a) it will not conduct any business or any activities other than the issue of the Bonds and the lending of the proceeds thereof to any of the Company’s Subsidiaries and affiliates and any other activities reasonably incidental thereto and the Issuer shall at times remain a Subsidiary of the Company, and the shares of the Issuer will not be directly or indirectly pledged, granted as a security interest, or in any way encumbered or disposed by the Company;

(b) save with the approval of an Extraordinary Resolution of Bondholders, it shall maintain a rating on the Bonds by a Rating Agency; and

(c) (i) a Compliance Certificate of the Company (on which the Trustee may rely as to such compliance) within 10 days of a request by the Trustee; (ii) a Compliance Certificate of the Company and a copy of the relevant Company Audited Financial Reports within 180 days of the end of each Relevant Period prepared in accordance with PRC GAAP (audited by a nationally recognised firm of independent accountants of good repute); and (iii) a copy of the Company Management Accounts within 90 days of the end of each Relevant Period prepared on a basis consistent with the Company Audited Financial Reports, subject to, and in accordance with, the Terms and Conditions of the Bonds.

Events of Default Upon the occurrence of certain events described under “Terms and

Conditions of the Bonds – Events of Default”, including without limitation, certain events of default in respect of the LC Bank, the Trustee at its discretion may and, if so requested in writing by holders of at least one quarter of the aggregate principal amount of the outstanding Bonds or if so directed by an Extraordinary Resolution, shall (subject to the Trustee having been indemnified and/or provided with security and/or pre-funded to its satisfaction) give written notice to the Issuer declaring the Bonds to be immediately due and payable, whereupon they shall become immediately due and payable at their principal amount together with accrued interest without further action or formality.

Cross-Acceleration The Bonds will contain cross-acceleration provisions in relation to the Issuer, the Company or any of their respective Principal Subsidiaries and the LC Bank as further described in Conditions 8(A)(c) and 8(B)(a) respectively.

Taxation All payments of principal and interest in respect of the Bonds by or

on behalf of the Issuer shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of British Virgin Islands, the PRC or any political subdivision thereof or any authority therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law.

Where such withholding or deduction is made by the Issuer by or within the PRC at the rate of up to and including 10 per cent., the Issuer will increase the amounts paid by it to the extent required, so that the net amount received by the Bondholders equals the amounts which would otherwise have been receivable by them had no such withholding or deduction been required. In the event that any such PRC deduction or withholding in excess of 10 per cent. or any British Virgin Islands deduction or withholding is required, the Issuer shall pay such additional amounts (the “Additional

Amounts”) as will result in receipt by the Bondholders of such

amounts after such withholding or deduction as would have been received by them had no such withholding or deduction been required, subject to certain exceptions. See “Terms and Conditions of the Bonds – Taxation”.

Final Redemption Unless previously redeemed, or purchased and cancelled, the Bonds

will be redeemed at their principal amount on the Maturity Date.

Tax Redemption The Bonds may be redeemed at the option of the Issuer in whole,

but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Bondholders (which notice shall be irrevocable) at their principal amount, together with interest accrued to, but excluding the date fixed for redemption, if, immediately before giving such notice, the Issuer satisfies the Trustee that (i) the Issuer has or will become obliged to pay Additional Amounts as a result of any change in, or amendment to, the laws or regulations of British Virgin Islands or the PRC or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after 4 November 2015; and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it;

provided, however, that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Amounts if a payment in respect of the Bonds were then due. See “Terms and Conditions of the Bonds – Redemption and Purchase – Redemption for tax reasons”.

Redemption on a Change of Control

A Bondholder shall have the right, at such Bondholder’s option, to require the Issuer to redeem all but not some only of its Bonds at their principal amount, together with accrued interest, at any time following the occurrence of a Change of Control. See “Terms and Conditions of the Bonds – Redemption and Purchase – Redemption for Change of Control”.

Further Issues The Issuer may from time to time, without the consent of the

Bondholders and in accordance with the Trust Deed, create and issue further bonds having the same terms and conditions as the Bonds in all respects (or in all respects except for the first payment of interest) so as to form a single series with the Bonds. However, such further securities may only be issued if (i) the Rating Agency which has provided a credit rating in respect of the Bonds has been informed of such issue; (ii) such issue will not result in any adverse change in the then credit rating of the Bonds; (iii) a further or supplemental standby letter of credit is issued by the LC Bank (or an amendment is made to the Standby Letter of Credit) on terms that are substantially similar to the Standby Letter of Credit (including that the stated amount of such further or supplemental standby letter of credit is at least equal to the sum of the principal of and an amount equal to an interest payment due on such further securities) and (iv) such supplemental documents are executed and further opinions are obtained as the Trustee may require, as further set out in the Trust Deed. See “Terms and Conditions of the Bonds – Further Issues”.

Governing Law The Bonds, the Trust Deed, the Keepwell Deed and the Agency

Agreement and any non-contractual obligations arising out of or in connection with the Bonds, the Trust Deed, the Keepwell Deed and the Agency Agreement, are governed by English law.

Trustee The Hongkong and Shanghai Banking Corporation Limited.

Principal Paying Agent, Transfer Agent and Registrar

The Hongkong and Shanghai Banking Corporation Limited.

Pre-funding Account Bank and LC Proceeds Account Bank

Clearing Systems The Bonds will be represented by beneficial interests in the Global Bond Certificate, which will be registered in the name of a nominee for, and deposited on the Issue Date with a common depositary for, Euroclear and Clearstream. Beneficial interests in the Global Bond Certificate will be shown on, and transfers thereof will be effected only through records maintained by, Euroclear and Clearstream. Except as described herein, certificates for Bonds will not be issued in exchange for beneficial interests in the Global Bond Certificate.

ISIN XS1317698576.

Common Code 131769857.

Listing Application has been made to the Hong Kong Stock Exchange for

approval for the listing of, and permission to deal in, the Bonds by way of debt issues to professional investors only.

Rating The Bonds are to be rated “A1” by Moody’s. Such rating of the

Bonds does not constitute a recommendation by Moody’s to buy, sell or hold the Bonds and may be subject to suspension, reduction, revision or withdrawal at any time by Moody’s.

Use of Proceeds See “Use of Proceeds”.

Keepwell Deed The Company will enter into the Keepwell Deed with the Issuer

and the Trustee, as more fully described under “Description of the Keepwell Deed”. The Keepwell Deed does not constitute a guarantee by the Company of the payment of any obligation, indebtedness or liability of the Issuer.

Selling Restrictions The Bonds and the Standby Letter of Credit will not be registered

under the Securities Act or under any state securities laws of the United States and will be subject to customary restrictions on transfer and resale. See “Subscription and Sale”.

SUMMARY

OF

PAYMENT

ARRANGEMENTS

ON

EACH

SCHEDULED

DUE

DATE

UNDER

THE

BONDS

Notes:

1. The Required Confirmations consist of: (a) a Payment and Solvency Certificate signed by any one director of the Issuer; and (b) a copy of the irrevocable payment instruction from the Issuer to the Pre-funding Account Bank requesting the Pre-funding Account Bank to pay in full the Relevant Amount paid into the Pre-funding Account on the Pre-funding Date to the Principal Paying Agent by no later than 10:00 a.m. (Hong Kong time) on the Business Day immediately preceding the due date for such payment.

2. The confirmation from the Pre-funding Account Bank to the Principal Paying Agent shall be by way of authenticated SWIFT or other means of communication as the Principal Paying Agent may agree with the Pre-funding Account Bank.

SUMMARY HISTORICAL FINANCIAL INFORMATION

The summary financial information of the Group as at and for the years ended 31 December 2013 and 2014 as set forth below have been derived from its audited consolidated financial statements as at and for the year ended 31 December 2014, which have been audited by Beijing Tianyuanquan Certified Public Accountants, its independent auditor, and included elsewhere in this Offering Circular. The summary financial statements of the Group as at and for the six months ended 30 June 2015 as set forth below have been derived from its unaudited but reviewed consolidated financial statements as at and for the six months ended 30 June 2015, which have been reviewed by Beijing Tianyuanquan Certified Public Accountants, its independent auditor, and included elsewhere in this Offering Circular. Historical results of the Group are not necessarily indicative of results that may be achieved for any future period.

The consolidated financial statements of the Group as at and for the year ended 31 December 2014 and as at and for the six months ended 30 June 2015 (collectively, the “Financial Statements”) have been prepared and presented in accordance with PRC GAAP. The summary consolidated financial statements as set forth below should be read in conjunction with, and is qualified in their entirety by reference to, the relevant consolidated financial statements of the Group and the notes thereto included elsewhere in this Offering Circular.

The Group’s Financial Statements have only been prepared in Chinese. The Group has prepared English translations of its Financial Statements as set out elsewhere in this Offering Circular for reference only. Should there be any inconsistency between the Group’s Financial Statements and the English translations of the Financial Statements, the Group’s Financial Statements shall prevail. The English translations of Financial Statements does not itself constitute audited financial statements, and is qualified in its entirety by, and is subject to the more detailed information and financial information set out or referred to in, the Group’s Financial Statements. None of the Joint Lead Managers nor the Trustee have independently verified or checked the accuracy of the English translations and can give any assurance that the information contained in the English translations of the Group’s financial statements is accurate, truthful or complete. As advised by Beijing Tianyuanquan Certified Public Accountants, there are no material differences between PRC GAAP and the IFRS with respect to the determination of the Group’s financial position as at 31 December 2013 and 2014 and 30 June 2015 and results of operations for the years ended 31 December 2013 and 2014 and for the six months ended 30 June 2015.

Summary Consolidated Statement Profit or Loss

Year ended 31 December

Six months ended 30 June 2013 2014 2015 (RMB) (RMB) (RMB) (unaudited) Operating income. . . 62,126,379,821.76 75,958,246,223.50 35,229,190,678.09 Interest income. . . – 54,252,034.11 11,345,290.56

Handling charges and commission income. . . – 5,326,399.09 3,952,635.28

Operating costs. . . 56,896,700,748.02 70,375,976,559.19 33,077,863,891.23

Interest cost. . . – – 3,048,405.54

Handling charges and commissions expenses. . . 78,835.30 247,539.82 101,882.70

Business taxes and surcharges. . . 239,724,032.33 259,129,276.28 81,885,589.46

Sales expenses. . . 316,382,070.47 329,845,278.52 144,062,152.48

Management expense. . . 3,459,532,371.60 3,023,740,194.84 1,295,820,911.71

Financial expense. . . 1,338,162,812.88 1,433,934,396.07 711,998,054.75

Asset impairment loss. . . 123,862,421.42 228,134,998.14 8,235,977.92

Plus: Gains and loss of changes in fair value/(loss). 135,976,419.30 120,395,742.72 (146,719,549.10)

Investment income/(loss). . . (115,595,864.27) (3,983,341.18) 245,135,043.76

Profit from operations/(loss). . . (227,682,915.23) 483,228,815.38 19,887,232.80

Plus: Non-operating income . . . 101,370,160.92 155,764,271.42 40,002,043.60

Less: Non-operating expenditure . . . 109,526,925.12 46,617,258.62 7,706,537.89

Profit before tax/(loss). . . (235,839,679.43) 592,375,828.18 52,182,738.51

Less: Income tax expenses. . . 515,328,934.49 473,234,151.66 115,878,616.61

Net profit/(loss). . . (751,168,613.92) 119,141,676.52 (63,695,878.10)

Net profit/(loss) belonging to shareholders of parent

company. . . (757,220,610.78) 20,657,492.98 (52,335,539.08)

*Minority stockholder’s interest. . . 6,051,996.86 98,484,183.54 (11,360,339.02)

Summary Consolidated Statement of Comprehensive Income

Year ended 31 December

Six months ended 30 June 2013 2014 2015 (RMB) (RMB) (RMB) (unaudited) Net profit/(loss) (751,168,613.92) 119,141,676.52 (63,695,878.10)

Other Comprehensive Income

The other comprehensive income that would be

re-classified into profit and loss. . . (360,164,288.37) (103,297,813.27) (56,167,225.18)

Total comprehensive income. . . (1,111,332,902.29) 15,843,863.25 (119,863,103.28)

Total comprehensive income attributable to

shareholders of parent company. . . (880,886,719.74) (15,976,991.53) (80,978,447.86)

*Total comprehensive income attributable to minority

Summary Consolidated Statement of Financial Position As at 31 December As at 30 June 2013 2014 2015 (RMB) (RMB) (RMB) (unaudited) Current assets

Cash and cash equivalents. . . 5,099,370,795.66 2,697,174,146.06 4,453,821,691.77

Financial assets measured at fair value with changes

accounted into the current profit and loss. . . 12,564,818.66 2,074,344.33 108,730,427.03

Notes receivables. . . 564,907,777.59 300,382,906.40 460,285,369.02 Account receivables. . . 455,384,080.81 1,609,846,734.28 1,185,925,661.17 Payment in advance. . . 2,055,634,206.27 2,792,733,083.32 2,455,425,489.10 Interest receivable. . . – 4,164,596.46 6,827,114.63 Dividend receivable. . . – – – Other receivables. . . 1,575,229,223.62 2,404,230,320.08 3,442,033,497.45 Inventory. . . 7,392,484,604.70 8,327,838,678.67 8,385,681,623.07

Other current assets. . . 541,191,923.06 3,627,034,101.69 4,237,042,228.78

Total current assets. . . 17,696,767,430.37 21,765,478,911.29 24,735,773,102.02

Non-current assets

Financial assets available for sales. . . 441,669,087.84 445,546,764.71 412,982,810.52

Loan Disbursement and Advance Money. . . – – 18,519,833.35

Investment held to maturity. . . – 22,082,987.70 22,075,073.75

Long-term receivables. . . – – –

Long-term equity investment. . . 116,023,695.51 233,433,082.76 221,554,686.46

Investment real estate. . . 427,669,198.16 439,456,325.03 437,760,097.37

Net fixed assets. . . 14,340,039,382.85 14,831,141,949.41 14,609,820,982.97

Construction in progress. . . 6,218,448,417.23 7,922,469,082.72 9,133,010,863.10

Engineering materials. . . 416,628,767.98 404,122,743.92 318,202,941.17

Disposal of fixed assets. . . 6,053,563.27 11,695,753.07 10,833,697.43

Intangible assets. . . 20,058,743,093.65 19,508,322,495.56 19,272,506,896.20

Development expenditure. . . 404,976,991.23 2,272,158.58 2,573,364.30

Goodwill. . . 5,289,776,936.42 5,343,352,899.86 5,343,352,899.86

Long-term deferred expenses. . . 100,581,619.37 112,055,903.26 107,745,304.18

Deferred income tax assets. . . 260,423,260.87 321,708,252.53 307,717,570.35

Other non-current assets. . . 930,056,415.35 3,138,879,870.19 2,404,776,816.09

Total non-current assets. . . 49,011,090,429.73 52,736,540,269.30 52,623,433,837.10

Current liabilities

Short-term borrowings. . . 17,929,634,509.81 9,817,219,150.32 13,381,688,975.60

Borrowings from Central Bank. . . – – 17,095,061.22

Financial liabilities measured at fair value with changes

accounted into current profit and loss. . . 6,627,904,652.37 13,948,740,322.41 16,181,621,261.91

Notes payable. . . 477,790,000.00 1,807,997,523.19 1,613,620,931.74

Accounts payable. . . 4,021,359,120.96 4,374,684,557.66 3,491,819,121.32

Advances from customers. . . 1,908,193,674.23 2,826,601,758.77 2,062,104,440.25

Payroll payables. . . 298,441,570.73 212,066,964.33 251,597,221.58

Tax payable. . . 470,260,948.75 576,233,897.18 367,991,793.29

Interest payable. . . 351,544,435.64 355,034,201.62 565,818,828.13

As at 31 December As at 30 June

2013 2014 2015

(RMB) (RMB) (RMB)

(unaudited)

Other payables. . . 1,937,879,408.70 2,003,738,056.89 2,171,160,567.19

Non-current liabilities due within one year. . . 1,520,000,000.00 662,000,000.00 400,000,000.00

Other current liabilities. . . 11,823,821.93 2,709,200.00 7,269,200.00

Total current liabilities. . . 35,668,071,478.02 36,723,781,913.02 40,754,387,935.78

Non-current liabilities

Long-term borrowing. . . 2,831,292,942.11 2,990,399,298.73 2,345,719,298.73

Bonds payable. . . 9,893,011,714.33 9,890,884,800.00 11,184,520,000.00

Long-term payable. . . 44,089,302.67 37,466,750.00 37,466,750.00

Long-term employee benefits payable. . . – – –

Specific payables. . . 50,380,976.37 40,405,196.57 34,900,957.57

Accrued liabilities. . . 17,406,086.45 – –

Deferred income. . . 116,438,336.67 92,112,787.06 104,909,567.98

Deferred income tax liabilities. . . 4,935,391,584.60 4,846,408,026.29 4,739,577,293.25

Other non-current liabilities. . . 144,740,067.24 1,129,567,303.48 140,172,101.97

Total non-current liabilities. . . 18,032,751,010.44 19,027,244,162.13 18,587,265,969.50

Owner’s (Shareholders’) equity

Paid-in capital. . . 1,272,618,873.38 1,272,618,873.38 1,272,618,873.38

Other Equity Instruments. . . – 6,000,000,000.00 6,000,000,000.00

Capital reserve. . . 281,224,536.57 204,909,197.58 –

Other comprehensive income. . . (134,686,703.43) (171,321,187.94) (199,964,096.72)

Special reserve. . . 7,248,975.55 4,980,977.23 17,994,970.56

Surplus reserve. . . 238,185,034.38 238,185,034.38 223,413,498.62

General risk reserve. . . 10,575,000.00 34,413,369.02 34,413,369.02

Undistributed profit. . . 44,013,324.54 (79,979,519.07) (316,030,058.15)

Total equity belongs to the shareholders

of parent company. . . 1,719,179,040.99 7,503,806,744.58 7,032,446,556.71

*Minority shareholders’ interest. . . 11,287,856,330.65 11,247,186,360.86 10,985,106,477.13

Total owners’ equity. . . 13,007,035,371.64 18,750,993,105.44 18,017,553,033.84

Summary Consolidated Statement of Cash Flow

Year ended 31 December

Six months ended 30 June

2013 2014 2015

(RMB) (RMB) (RMB)

(unaudited)

Net cash flow generated from operating activities. . . . 1,202,842,047.14 1,541,870,445.20 1,721,804,616.41

Net cash flows from investing activities. . . (12,041,962,190.57) (9,287,838,688.00) (1,785,890,137.89)

Net cash flows from financing activities. . . 7,682,182,541.28 5,362,963,144.46 1,743,407,683.02

Effect of foreign exchange rate changes

on cash and cash equivalents. . . (203,160,556.96) (32,501,802.84) (23,430,643.89)

Net increased amount of cash and cash equivalents. . . (3,360,098,159.11) (2,415,506,901.18) 1,655,891,517.65

Non-GAAP Financial Measures

The Group uses certain non-GAAP data, such as EBITDA, to provide additional information about its operating performance as it believes that it is a useful measure for certain investors to assess its operating performance, operating cash flow and historical ability to meet debt service and capital expenditure requirements.

EBITDA is not a standard measure under PRC GAAP and should not be considered as an alternative to cash flow from operating activities, a measure of liquidity or an alternative to profit and total comprehensive income as indicators of the Group’s operating performance or any other measures of liquidity, profitability or cash flows derived in accordance with PRC GAAP. Because they are not PRC GAAP measures, they may not be comparable to similarly titled measures presented by other companies.

Year ended 31 December

Six months ended 30 June

2013 2014 2015

(RMB) (RMB) (RMB)

(except for percentages)

EBITDA(1). . . 3,340,000,000 4,180,000,000 1,920,000,000

EBITDA Margin(2). . . 5.38% 5.50% 5.45%

Notes:

1 EBITDA is calculated by adding (i) profit before tax; (ii) interest cost in financial expenses; (iii) depreciation; and (iv) amortisation of intangible assets and amortisation of long-term deferred expenses.

RISK FACTORS

Prior to making any investment decision, prospective investors should consider carefully all of the information contained in this Offering Circular, including the risks and uncertainties described below. The business, financial conditions or results of operations of the Group could be materially adversely affected by any of these risks. The Issuer and the Company believe that the following factors may affect the Issuer’s ability to fulfil its obligations under the Bonds. Additional considerations and uncertainties not presently known to the Issuer or the Company or which they currently deem immaterial may also have an adverse effect on an investment in the Bonds. All of these factors are contingencies which may or may not occur and neither the Issuer nor the Company is in a position to express a view on the likelihood of any such contingency occurring.

Factors which the Issuer and the Company believe may be material for the purpose of assessing the market risks associated with the Bonds are also described below. The Issuer and the Company believe that the factors described below represent the principal risks inherent in investing in the Bonds, but the inability of the Issuer to repay principal, interest or other amounts or fulfil other obligations on or in connection with the Bonds may occur for other reasons and the Issuer and the Company do not represent that the statements below regarding the risks of investment in the Bonds are exhaustive.

RISKS RELATING TO THE GROUP’S BUSINESS Recent macroeconomic environment

Recently, the People’s Bank of China (the “PBOC”) implemented changes to the way it calculates the Renminbi’s daily mid-point against the U.S. dollar to take into account market-maker quotes before announcing such daily mid-point. This change, and others that may be implemented, may increase the volatility in the value of the Renminbi against foreign currencies.

In addition, there has been significant volatility in PRC stock markets during the second half of 2015, with the Shanghai Stock Exchange falling more than 30 per cent since June 2015 and the PRC government taking unprecedented steps to support the markets. This volatility has impacted global markets, and in particular the Hong Kong stock market. Any further significant falls or increased volatility may further impact global capital markets potentially making it more difficult for the Group to access financing. The market volatility may also negatively affect PRC consumer confidence and have an adverse impact on the wider PRC and Hong Kong economies. This may affect the value of the Group’s investments and businesses.

Capital requirements and funding sources

The mining and exploration of mineral resources require substantial capital investments. The ability of the Group to obtain future external financing involve a number of uncertainties including its future operational results, financial condition, cash flow, general economic conditions, interest rates, credit availability from banks and other creditors, and the liquidity of the capital markets in the PRC, Hong Kong and other relevant markets. There can be no assurance that additional external financing, either on a short-term or on a long-term basis, will be made available or, if available, that such financing will be obtained on long-terms favourable to the Group. If the Group fails to obtain adequate funds to satisfy its operations or development plans, this may affect the business of the Group and the efficiency of its operations and may materially and adversely affect the Group’s business, financial condition and results of operations.