（一） The Establishment of The Company and Equity Status
The Company was jointly established by Shandong Zhaojin Group Company Limited, Shanghai Fosun Industrial Investment Co., Ltd, Shanghai Yuyuan Tourist Mart Co., Ltd, Shenzhen Guangxin Investments Co., Ltd and Shanghai Laomiao Gold Co., Ltd having obtained the approval from the Economic System Reform Office of Shandong Province. The Company was incorporated in Shandong Administration For Industry and Commerce on 16 April 2004. Zhaojin Group took the net assets evaluation of Shandong Zhaojin Group Jinchiling Mining and Metallurgy Limited, Shandong Zhaojin Group Hedong Mining Co., Ltd and Shandong Zhaojin Group Xiadian Mining Co., Ltd, which it held as investment fund. Other initiate shareholders invested in money. Zhaojin Group’s shareholding ratio was 55%, Shanghai Fosun Industrial Investment Co., Ltd’s shareholding ratio was 20%, Shanghai Yuyuan Tourist Mart Co., Ltd’s shareholding ratio was 20%, Shenzhen Guangxin Investments Co., Ltd’s shareholding ratio was 4%, and Shanghai Laomiao Gold Co., Ltd’s shareholding ratio was 1%.
At present, the registered capital of the Company is 3,270,393,204 yuan. The share capital structure of the Company: 3,270,393,204 ordinary shares, of which Zhaojin Group holds 1,136,211,009 domestic shares, representing 34.74% of the issued ordinary shares of the Company; Yuyuan Mart holds 742,000,000 domestic shares, representing 22.69% of the issued ordinary shares of the Company; Fosun Investment holds 106,000,000 domestic shares, representing 3.24% of the issued ordinary shares of the Company; Zhaoyuan City State-owned Assets Operation Company Limited holds 84,800,000 domestic shares, representing 2.59% of the issued ordinary shares of the Company; Laomiao Gold holds 21,200,000 domestic shares, representing 0.65% of the issued ordinary shares of the Company; Zhaojin Non-Ferrous Mining Company Limited holds 50,967,195 domestic shares, representing 1.56% of the issued ordinary shares of the Company; Zhaojin Mining Industry Company Limited First Employee Share Subscription Plan holds 80,000,000 domestic shares, representing 2.45% of the issued ordinary shares of the Company; Shareholders of overseas-listed foreign-invested shares hold 1,049,215,000 shares, representing 32.08% of the issued ordinary shares of the Company.
（二）IPO and Listing Status
Pursuant to the resolution of the first extraordinary general meeting of the Company in 2006 and with the reply of approving the declaration of the issuance of H share and listing in Hong Kong of Zhaojin Mining Industry Co., Ltd from the People's Government of Shandong Province, reply of approving the issuance of overseas-listed foreign-invested shares of Zhaojin Mining Industry Co., Ltd from China Securities Regulatory Commission and the approval of the Stock Exchange of Hong Kong, the Company issued 172,800,000 circulating H shares in Hong Kong at the price of HK$ 12.68 and listed on the Stock Exchange of Hong Kong Limited on 8 December 2006. As a result of compliance with the relevant provisions of the Hong Kong Stock Exchange on the Placing, the Company exercised 25,915,000 H shares over-allotment on 19 December 2006. After the completion of the IPO, the Company conducted the industrial and commercial registration of changes. The registered capital after the changes was RMB728,715,000, of which 510,128,500 domestic shares was held by the promoters, represented 70.00% of the registered capital; 19,871,500 H shares converted from domestic shares was held by the National Social Security Fund Council, represented 2.73% of the registered capital; 198,715,000 H shares of global offering, represented 27.27% of the registered capital.
（三）Changes In Share Capital Since Establishment
1. H share IPO in 2006
After the completion of the IPO, the Company conducted the industrial and commercial registration of changes. The registered capital changed from RMB530, 000,000 to RMB728, 715,000.
2. Increased Share Capital In 2008
With the approval of 2007 AGM in 2008, the Company used capital reserve and undistributed profits to donate 10 shares every 10 share to all shareholders. After that, the share capital structure of the Company was 1,457,430,000 ordinary shares. The registered capital changed to RMB1457, 430,000.
3. Changes in Share Capital Structure
Pursuant to the Transfer Agreement on Share of Zhaojin Mining Industry Co., Ltd between Shenzhen Guangxin Investment Co., Ltd and Zhaoyuan City State-owned Assets Operation Co., Ltd on November 26 2004, with the approval of Shandong Provincial State-owned Assets and Administration Commission on 1 June 2009, Shenzhen Guangxin Investment Co., Ltd transferred 42,400,000 shares (represented 2.91% of total share capital) to Zhaoyuan City State-owned Assets Operation Co., Ltd.
The shareholders of the Company Shanghai Fosun Industrial Investment Co., Ltd and Shanghai Yuyuan Tourist Mart Co., Ltd entered into the Transfer Agreement on Share of Zhaojin Mining Industry Co., Ltd on 10 November 2008. Shanghai Fosun Industrial Investment Co., Ltd transferred shares which it held represented 10.91% of total share capital of the Company to Shanghai Yuyuan Tourist Mart Co., Ltd.
4. Increased Share Capital In 2011
On 13 June 2011, the 2010 AGM of the Company decided transferred capital reserve 728,715,000 Yuan and undistributed profits 728,715,000 Yuan （a total of 1,457,430,000 Yuan）to share capital. After the completion of that, the share capital structure of the Company was 2,914,860,000 ordinary shares. The registered capital changed to RMB1457, 430,000.
5. The Issue of Domestic Shares In 2012
Pursuant to the Transfer Agreement on Shandong Province Zhaoyuan City Hou Cang Exploration Right and the entire equity interest in Jin Han Zun Mining Investment Co., Ltd between the Company and Zhaojin Non-Ferrous Mining Co., Ltd, a wholly-owned subsidiary of Zhaojin Group, the Company issued 50,967,195 domestic shares (represented 1.72% of total share capital after the issuance)to Zhaojin Non-Ferrous Mining Co., Ltd for purchasing Shandong Province Zhaoyuan City Hou Cang Exploration Right and the entire equity interest in Jin Han Zun Mining Investment Co., Ltd. On 29 May 2012, the 2011 AGM, H share class meeting and domestic share class meeting of the Company had considered and approved the resolution to issue domestic shares for purchasing assets. After the completion of the issue, the share capital structure of the Company was 2,965,827,195 ordinary shares. The registered capital of the Company changed to 2,965,827,195 Yuan.
6. The Issue of Domestic Shares and H Shares In 2017
On 29 December 2015, the Company held board meeting to consider and approve the proposal of implementing the employee shares subscription plan in the form of non - public issuance of domestic shares. On 19 September 2016, the employee shares subscription plan was approved by the EGM, H share class meeting and domestic share class meeting. The Company has on 31 March 2017 completed the share registration procedures with China Securities Depository And Clearing Corporation Limited in connection with the first employee shares subscription plan. After the completion of the issue, the share capital structure of the Company was 3,045,827,195 ordinary shares. The registered capital of the Company changed to 3,045,827,195 Yuan.
On 28 April 2015, the Company held board meeting to consider and approve the proposal of non - public issuance of no more than 174,869,200 H shares in the form of private placement. On 16 August 2016, the Company got the reply of approval from China Securities Regulatory Commission. On 29 March 2017, the Company entered into the Placing Agreement with UBS, CMS International and CMB International, pursuant to which the Company has agreed to issue 174,869,000 H shares to no more than 10 independent investors, and the placing has been completed on 6 April 2017. After the completion of the placing, he share capital structure of the Company was 3,220,696,195 ordinary shares. The registered capital of the Company changed to 3,220,696,195 Yuan.
7. The Issue of Domestic Shares in 2019
Pursuant to the Share Subscription Agreement and Transfer Agreement on 100% equity interests of Zhaojin Geology Exploration, 100% equity interests of Supplies Centre, 67.37% equity interests of Goldsoft Technology and Target Assets between the Company and Zhaojin Group, the Company issued 49,697,009 domestic shares (represented 1.52% of total share capital after the issuance)to Zhaojin Group for purchasing 100% equity interests of Zhaojin Geology Exploration, 100% equity interests of Supplies Centre, 67.37% equity interests of Goldsoft Technology and Target Assets On 27 September 2019, the 2019 second extraordinary general meeting, H share class meeting and domestic share class meeting of the Company had considered and approved the resolution to issue domestic shares for purchasing equity interests and assets. After the completion of the issue, the share capital structure of the Company was 3,270,393,204 ordinary shares. The registered capital of the Company changed to 3,270,393,204 Yuan.