THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Lingbao Gold Group Company Ltd., you should at once hand this circular together with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). 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. Lingbao Gold Group Company Ltd. 靈 寶 黃 金 集 團 股 份 有 限 公 司 (A joint stock limited company incorporated in the People’s Republic of China) (Stock code: 3330) (1) VERY SUBSTANTIAL DISPOSAL AND CONNECTED TRANSACTION IN RELATION TO DISPOSAL OF 100% EQUITY INTEREST IN A WHOLLY-OWNED SUBSIDIARY AND (2) NOTICE OF EXTRAORDINARY GENERAL MEETING Financial Adviser to Lingbao Gold Group Company Ltd. SOMERLEY CAPITAL LIMITED Independent Financial Adviser to Lingbao Gold Group Company Ltd. A notice convening the EGM to be held at 3rd floor of the registered office of the Company at Hangu Road and Jingshan Road Intersection, Lingbao, Henan, the PRC on Tuesday, 16 October 2018 at 9: 00 a.m. is set out on pages EGM-1 to EGM-2 of this circular. A reply slip and a form of proxy are also enclosed. Whether or not you are able to attend and/or vote at the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. In order to be valid, the proxy form must be deposited by hand or by post, for holders of H Shares of the Company, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong and, for holders of domestic shares of the Company, to the registered address of the Company not less than 24 hours before the time for holding the meeting or not less than 24 hours before the time appointed for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the EGM or any adjournment thereof (as the case may be) if you so wish. 31 August 2018 CONTENTS Page Definitions ..................................................................... 1 Letter from the Board .......................................................... 4 Letter from the Independent Board Committee .................................. 26 Letter from the Independent Financial Adviser .................................. 28 Appendix I — Financial information of the Group ............................ I-1 Appendix II — Financial information of Lingbao Wason Group ................ II-1 Appendix III — Unaudited pro-forma financial information of the Remaining Group ..................................... III-1 Appendix IV — Valuation Report on Lingbao Wason .......................... IV-1 Appendix V — General information ........................................... V-1 Notice of Extraordinary General Meeting ....................................... EGM-1 –i– DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: ‘‘Announcement’’ the announcement of the Company dated 12 August 2018 relating to, among others, the Equity Transfer Agreement and the transactions contemplated thereunder; ‘‘Board’’ the board of Directors; ‘‘Chief Executive’’ chief executive of the Company; ‘‘Company’’ Lingbao Gold Group Company Ltd., a joint stock company incorporated in the PRC, the shares of which are listed on the Stock Exchange; ‘‘Completion’’ completion of the Disposal; ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules; ‘‘Consideration’’ a total consideration of RMB2,558,196,780 payable by the Purchaser to the Company in respect of the Disposal pursuant to the terms and conditions of the Equity Transfer Agreement; ‘‘D&R’’ D&R Asset Management Group Company Limited; ‘‘Directors’’ directors of the Company; ‘‘Disposal’’ the disposal of 100% equity interest in Lingbao Wason by the Company pursuant to the terms and conditions in the Equity Transfer Agreement; ‘‘EGM’’ the extraordinary general meeting of the Company to be convened for the Shareholders to consider and, if thought fit, approve the Equity Transfer Agreement and the transactions contemplated thereunder; ‘‘Equity Transfer the equity transfer agreement entered into between the Company Agreement’’ and the Purchaser on 12 August 2018 in relation to the Disposal; ‘‘Full Gold’’ Full Gold Mining Limited Liability Company, a 82%-owned subsidiary of the Company; ‘‘Group’’ the Company and its subsidiaries; –1– DEFINITIONS ‘‘Hong Kong’’ Hong Kong Special Administrative Region of the People’s Republic of China; ‘‘Independent Board the independent board committee comprising all the independent Committee’’ non-executive Directors, namely Mr. Yang Donsheng, Mr. Han Qinchun, Mr. Wang Jiheng and Mr. Wang Guanghua, established to advise the Independent Shareholders in respect of the Disposal; ‘‘Independent Financial Anglo Chinese Corporate Finance, Limited (英高財務顧問有限公 Adviser’’ 司), a corporation licensed to carry on Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO, and the independent financial adviser to the Independent Board Committee in respect of the Disposal; ‘‘Independent shareholders other than Shareholders who have material interest Shareholder(s)’’ in the Disposal; ‘‘Latest Practicable 29 August 2018, being the latest practicable date prior to the Date’’ printing of this circular for ascertain certain information contained herein; ‘‘Lingbao Wason’’ 靈寶華鑫銅箔有限責任公司 (Lingbao Wason Copper-Foil Company Ltd.*), a company established in the PRC with limited liability and is a wholly owned subsidiary of the Company as at the date of this circular; ‘‘Lingbao Wason Lingbao Wason and its subsidiaries; Group’’ ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; ‘‘PRC’’ the People’s Republic of China excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan; ‘‘Purchaser’’ Shenzhen Londian Electrics Co., Ltd. (深圳龍電電氣股份有限公 司); ‘‘Remaining Group’’ the Company and its subsidiaries upon Completion; ‘‘RMB’’ Renminbi, the lawful currency of the PRC; –2– DEFINITIONS ‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); ‘‘Share(s)’’ the ordinary shares of nominal value of RMB0.20 each in the share capital of the Company; ‘‘Shareholder(s)’’ shareholders of the Company; ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited; and ‘‘Supervisors’’ supervisors of the Company * For identification purposes only –3– LETTER FROM THE BOARD Lingbao Gold Group Company Ltd. 靈 寶 黃 金 集 團 股 份 有 限 公 司 (A joint stock limited company incorporated in the People’s Republic of China) (Stock code: 3330) Executive Directors: Registered Office: Chen Jianzheng HanguRoadandJingshanRoad Xing Jiangze Intersection Zhou Xing Lingbao City Zhao Kun Henan Province Wang Leo The PRC Non-executive Director: Principal place of business: Shi Yuchen Room 1902, 19th Floor China Evergrande Centre Independent non-executive Directors: 38 Gloucester Road Yang Dongsheng Wanchai Han Qinchun Hong Kong Wang Jiheng Wang Guanghua 31 August 2018 To the Shareholders Dear Sir/Madam, (1) VERY SUBSTANTIAL DISPOSAL AND CONNECTED TRANSACTION IN RELATION TO DISPOSAL OF 100% EQUITY INTEREST IN A WHOLLY-OWNED SUBSIDIARY AND (2) NOTICE OF EXTRAORDINARY GENERAL MEETING INTRODUCTION Reference is made to the Announcement in relation to the Equity Transfer Agreement and the transactions contemplated thereunder. –4– LETTER FROM THE BOARD As disclosed in the Announcement, on 12 August 2018, the Company and the Purchaser entered into the Equity Transfer Agreement, pursuant to which the Company agreed to sell and the Purchaser agreed to acquire 100% of the equity interest in Lingbao Wason at a Consideration of RMB2,558,196,780. Upon Completion, Lingbao Wason will cease to be a subsidiary of the Company. The purpose of this circular is to provide you with further information regarding, among other things: (a) the Equity Transfer Agreement and the transactions contemplated thereunder; (b) a letter of recommendation from the Independent Board committee; (c) a letter of advice from the Independent Financial Adviser; (d) other information as required by the Listing Rules; and (e) the notice of EGM. EQUITY TRANSFER AGREEMENT The principal terms of the Equity Transfer Agreement are set out below. Date: 12 August 2018 Parties: Purchaser: Shenzhen Londian Electrics Co., Ltd. (深圳龍電電氣股份有限公司) Vendor: the Company Assets to be disposed of: Lingbao Wason