CGN Mining Company Limited — Proxy Solicitation & Information Statement 2016

Dec 8, 2016

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1164)

Form of Proxy for Extraordinary General Meeting

I/We, [(Note][1)]

of

being the registered holder(s) of [(Note][2)] ordinary shares of HK$0.01 each in the capital of CGN Mining Company Limited (the “ Company ”), HEREBY APPOINT [(Note][3)] the Chairman of the Meeting, or failing him of

ordinary shares of HK$0.01

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the Extraordinary General Meeting (the “ Meeting ”) (or any adjournment thereof) of the Company to be held at Boardroom 3 – 4, M/F, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 29 December 2016 (Thursday) at 10:00 a.m. in respect of the resolutions set out in the notice of the Meeting (the “ Notice ”) as indicated below, and if no such indication is given, as my/our proxy thinks fit.

• ORDINARY RESOLUTIONS FOR [(Note][4)] AGAINST [(Note][4)]

• 1. To approve the New Sales Framework Agreement (as defined in the Notice) and the transactions contemplated thereunder (including its proposed annual cap amounts) and to authorise any one of the directors of the Company, among other matters, to do or authorise doing all such acts, matters and things as he may in his absolute discretion consider necessary, expedient or desirable to give effect to and implement such agreement as more particularly described in the Notice.
• 1. To approve the New Financial Service Framework Agreement (as defined in the Notice) and the transactions contemplated thereunder (including its proposed annual cap amounts) and to authorise any one of the directors of the Company, among other matters, to do or authorise doing all such acts, matters and things as he may in his absolute discretion consider necessary, expedient or desirable to give effect to and implement such agreement as more particularly described in the Notice.

• Signature [[(Note]][[5)]] : Dated this day of , 2016

Signature [[(Note]][[5)]] :

Notes:

1. Full name(s) and address(es) (as shown in the Register of Members) to be inserted in BLOCK CAPITALS .

2. Please insert the number of ordinary shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, please delete the words “the Chairman of the Meeting, or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE ABOVE RESOLUTIONS, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE ABOVE RESOLUTIONS, TICK IN THE BOX MARKED “AGAINST”. Failure to complete the box will entitle your proxy to vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of any officer or attorney or other person duly authorised.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong branch share registrar, Union Registrars Limited at Suites 3301-04, 33F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time fixed for holding the Meeting (or any adjournment thereof).

8. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

10. For identification purpose only