Requirements List

We undertake to maintain timely communication, organize online conferences and negotiations to resolve current issues, as well as organize site visits for design, appraisal and survey work.

1.1 The composition of shareholders, actual controllers and other companies that are materially related to the shares of the company;
1.2 Types of economic activity of the company and performance for the main type of economic activity for the last 3 years;
1.3 Assets and liabilities of the company, profit, as well as cash flow for the last 3 years;
1.4 History of the company;
1.5 Company development plan and strategy.

Providing by your company with information on possible options for cooperation with our company for project development and field development.

Active licenses and license agreements for the development and development of deposits. If any changes have been introduced or are planning to make changes under license agreements, or there are various kinds of notifications from the authorities regarding license agreements, then we ask you to also provide information on them.

For a more detailed understanding and presentation of the technical part of the field, we ask you to provide the following information:

• 4.1 Geological resource reserves report and approval documents; the latest "Feasibility of Prospecting Conditions and Reserve Calculation and Feasibility Study Report", national reserve filing documents and expert review opinions, etc.
  If the above documents have not been approved by the state, please provide us with the latest comprehensive geological work and reserves, mining design, mineral processing test and other data or information.
• 4.2 Mine and processing plant construction project, as well as permits for them; Field development project and expert opinions, etc.
• 4.3 Other approvals that may reflect the current state of construction and mine infrastructure.
• 4.4 The history of the deposit, the current economic condition of the mine and your company's plan for the development of the deposit.

• 5.1 Are there specially protected natural zones on the territory of the licensed area, reserves, protected water bodies, objects of historical and cultural values, as well as tourist zones where it is prohibited to conduct industrial work;
• 5.2 Protected paramilitary zones, training grounds, military units, etc.;
• 5.3 Prohibited or restricted areas;
• 5.4 Zones and territories where the conduct of activities for foreign companies is limited or partially prohibited (Restricted areas for foreign companies);
• 5.5 Land reclamation requirements for tailings and open pit mining sites.

• 7.1 Mining cost plan;
• 7.2 Planned costs of mineral processing. (Cost of mineral processing);
• 7.3 Sales and marketing program for the final product;
• 7.4 Environmental protection program;
• 7.5 Required investment volume, payback period and net profit from the project;
• 7.6 Others.

After receiving all the necessary materials, we, for our part, undertake to conduct a detailed analysis of the information materials received, and also guarantee the confidentiality of information and analysis results of auditors, our specialists and not disclose the information you provided to third parties until a written agreement of intent on a strategic partnership is reached.

Before the transaction, we hope to arrange a due diligence cycle with you. We and the third-party consulting agency entrusted by us will conduct comprehensive due diligence in this cycle, which may last for several months or one year.

I. Step 1:

After Zhaojin Company has submitted the main survey list, and you have opened the main database, Zhaojin company will research the materials you provided, then determine the intention to advance the project, draw up an investigation plan, and finally determine the focus of the investigation.During the period, both parties will have business talks and hold business Q&A.

II.Step 2:

Zhaojin conducts the"preliminary on-site visits"in order to get a better understanding of the company's profile.Both parties will hold business Q&A and discuss the transaction structure.
This process generally takes 1 month.

III. Step 3:

Zhaojin conducts the “preliminary due diligence”,which means Zhaojin will conduct on-site investigations on you in terms of finance, taxation, legal affairs, mining technology, sales, investment environment, etc., and also conduct preliminary valuation of the project.
This process generally takes 1 to 3 months.
If it is a particularly mature project, or the data research and business Q&A in the first step have achieved unexpected results, then the second and third steps can be combined into one step.

IV. Step 4:

After both parties have obtained internal approval, we can reach Term Sheet(TS) through friendly negotiation, and then initiate "confirmative due diligence".In Term Sheet, Zhaojin generally agrees on the necessary conditions for the transaction, transaction steps, valuation ceiling, "confirmative due diligence" cycle, and exclusive negotiation rights.In the "preliminary due diligence" and "confirmative due diligence", Zhaojin may individually invite third-party consulting agencies or investment banks to work together.
Since the "confirmative due diligence" cycle is affected by many factors, especially the long period of mining technical consulting work, it generally lasts 3 to 6 months.

V. Step 5:

Through negotiation,both parties can determine the transaction structure and the "final valuation".After Zhaojin has obtained internal and China ODI approval, both parties can sign Share Purchase Agreement(SPA) and Shareholders Agreement(SA).
During the period, both parties need to work together to pass the anti-monopoly review of the Federal Anti-Monopoly Service(FAS).
China ODI approval and the Russian Federal Anti-Monopoly Service (FAS) review can be carried out at the same time, and it usually takes about 3 months.

VI. Step 6:

Delivery or Completing A Business Transaction.
For projects that are particularly mature and are not controlled by investment, the longest period of "confirmative due diligence" in mining technology can be adjusted backwards for a faster investment decision-making cycle,which means we can sign SPA and SHA after the completion of the "confirmative due diligence" in finance, taxation and law. The "confirmative due diligence" in mining technology can be completed before the "final valuation",and after the final valuation is completed, delivery can be carried out.
If the process is adjusted in this way,both parties will negotiate the gambling agreement very cautiously. However, Zhaojin promises to try to avoid offensive betting clauses in the agreement, otherwise it will deviate from the original intention of cooperative mining investment and development.