CGN Mining Company Limited — Proxy Solicitation & Information Statement 2026

May 26, 2026

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this notice.

中广核CGSN

中广核礦業有限公司*

CGN Mining Company Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01164)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of CGN Mining Company Limited (the “Company”) will be held at 18F, Block A, Guangyao Oriental Center, No.100 West Third Ring North Road, Haidian District, Beijing, PRC on 18 June 2026 (Thursday) at 10:00 a.m. for the following purposes:

ORDINARY BUSINESS

1. To consider and adopt the audited consolidated financial statements and the reports of the directors and the auditors of the Company for the year ended 31 December 2025.
2. To declare a final cash dividend of HK1.4 cents per share for the year ended 31 December 2025.
3. To re-elect the following directors of the Company:

(a) Mr. Qiu Bin as an executive director of the Company;
(b) Mr. Zhang Yuntao as an independent non-executive director of the Company;
(c) Mr. Wu Yingpeng as an independent non-executive director of the Company; and
(d) Mr. Li Jie as an executive director of the Company.

1. To authorise the board of directors (the “Board”) to fix the remuneration of the directors of the Company.

2. To re-appoint BDO Limited as the auditors of the Company and to authorise the Board to fix their remuneration.

3. For identification purpose only

---

As special businesses, to consider, and if thought fit, pass the following resolutions as ordinary resolutions and special resolutions, respectively:

ORDINARY RESOLUTIONS

6. "THAT:

(a) subject to paragraph (b) and compliance with the Rules (“Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make, issue or grant offers, agreements and options and other rights, or issue warrants and other securities including bonds, debentures and notes convertible into shares of the Company, which will or might require shares of the Company to be allotted, issued or disposed of during or after the end of the Relevant Period be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of shares allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) the grant or exercise of the options granted under the share option scheme of the Company (if any) or (iii) an issue of shares as scrip dividends in accordance with the memorandum and articles of association of the Company or (iv) any issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any existing instrument or (v) any issue of shares of the Company pursuant to other authorisation given to the directors of the Company by the shareholders of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue (excluding any treasury shares) at the date of passing this resolution and the said approval shall be limited accordingly; and

(c) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company or any applicable law; and

(iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.

2

---

"Rights Issue" means an offer of shares for a period fixed by the directors of the Company to holders of shares of the Company thereon on the register of members on a fixed record date in proportion to their then holding of such shares thereof (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company). References to an allotment, issue, grant or offer of securities or Shares shall include sale or transfer of treasury shares and references to allottees shall include purchasers or transferees of such treasury shares. For the avoidance of doubt, the Directors may only use such general mandate for the resale of treasury shares to the extent permitted under all applicable laws, rules and regulations."

1. "THAT

(a) subject to paragraph (b) below and compliance with the Listing Rules, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own shares on the Stock Exchange or on another stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with all other applicable laws in this regard, be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of shares of the Company which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed ten percent (10%) of the aggregate nominal amount of the share capital of the Company in issue (excluding any treasury shares) as at the date of passing of this resolution and the said approval shall be limited accordingly; and

(c) for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company or any applicable law; and

(iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in a general meeting."

3

---

1. "THAT subject to the passing of resolution nos. 6 and 7 set out in the notice convening this meeting, the general mandate granted to the directors of the Company to allot, issue and deal with additional shares pursuant to resolution no. 6 set out in the notice convening this meeting be and is hereby extended by the addition thereto of the nominal amount of shares of the Company repurchased by the Company under the authorisation granted pursuant to resolution no. 7 set out in the notice of convening this meeting."

SPECIAL RESOLUTIONS

9. "THAT, AS A SPECIAL RESOLUTION:

(a) the proposed amendment (the "Proposed Amendment") to the existing articles of association of the Company (the "Existing Cayman Articles"), details of which are set out in Appendix III to the circular of the Company dated 26 May 2026, be and are hereby approved, with immediate effect;

(b) the amended and restated articles of association of the Company (the "New Cayman Articles"), incorporating and consolidating all the Proposed Amendment and all previous amendments to the Existing Cayman Articles approved by the Company in compliance with the applicable laws, a copy of which has been produced to the AGM marked "A" for the purpose of identification, be and are hereby adopted, confirmed and approved as the articles of association of the Company in substitution for and to the exclusion of the Existing Cayman Articles, with immediate effect; and

(c) any one director of the Company be and is hereby authorised to do all such acts and things and execute and deliver all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to or in connection with the adoption of the New Cayman Articles."

10. "THAT, AS A SPECIAL RESOLUTION:

(a) subject to and conditional upon the passing of resolution numbered 9 above and the obtaining of all necessary governmental and regulatory consents, the change of the domicile of the Company from the Cayman Islands to Hong Kong by way of de-registration as a company under the laws of the Cayman Islands and continuation of the Company as a limited liability company under the laws of Hong Kong (the "Re-domiciliation") be and is hereby approved;

(b) conditional upon the continuance of the Company in Hong Kong as a limited liability company, the Chinese name of "中廣核礦業有限公司" be adopted as part of the Company's official name, effective from the date of the issuance of the certificate of re-domiciliation to the Company by the Companies Registry in Hong Kong (the "Adoption of Chinese Name");

4

---

(c) conditional upon the continuance of the Company in Hong Kong as a limited liability company, the articles of association of the Company in the form as set out in Appendix IV to the circular of the Company dated 26 May 2026, a copy of which has been produced to the AGM marked “B” for the purpose of identification, be adopted in substitution for the existing memorandum of association of the Company and the New Cayman Articles, effective from the date of the issuance of the certificate of re-domiciliation to the Company by the Companies Registry in Hong Kong (the “Adoption of Hong Kong Articles”); and

(d) any one director of the Company be and is hereby authorised to do all such acts and things and execute and deliver all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to or in connection with the implementation of the Re-domiciliation, including the Adoption of Chinese Name and the Adoption of Hong Kong Articles.”

By Order of the Board
CGN Mining Company Limited
Wang Xianfeng
Chairman

Hong Kong, 26 May 2026

Registered office:
Cricket Square
Hutchins Drive, P.O. Box 2681
Grand Cayman
KY1-1111
Cayman Islands

Head office and principal office in Hong Kong:
Room 1903, 19/F
China Resources Building
No. 26 Harbour Road
Wanchai, Hong Kong

Notes:

1. No refreshments and drinks will be served at the AGM. To facilitate shareholders attending the AGM, electronic facilities will be set up at Room 1903, 19/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong (the “Hong Kong Venue”) where shareholders or his/her/its proxies may participate in the AGM and communicate with other participants of the AGM simultaneously and instantaneously through such electronic facilities. Pursuant to the articles of association of the Company, such participation shall constitute presence in person at the AGM. Shareholders and/or his/her/its proxies attending the Hong Kong Venue may also cast their votes in person in the Hong Kong Venue.

2. To determine the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 15 June 2026 to Thursday, 18 June 2026, both days inclusive, during which period no transfer of shares in the Company can be effected. In order to be eligible to attend and vote at the AGM, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Friday, 12 June 2026.

3. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, in the event of a poll, to vote in his/her/its place. A proxy need not be a shareholder of the Company, but must attend the AGM in person to represent the shareholder. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her/its behalf. If more than one proxy is so appointed, a photocopy of the form of proxy may be used and the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

5

---

1. In order to be valid, the form of proxy together with a power of attorney or other authority, if applicable, under which it is signed (or a notarially certified copy of that power or authority) must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the appointed time for holding the AGM or any adjournment thereof.

2. Delivery of an instrument appointing a proxy will not preclude a shareholder from attending and voting in person at the AGM or any adjournment thereof and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. In the case of joint holders of share(s), any one of such joint holders may vote, either in person or by proxy, in respect of such share(s) as if he/she/it was solely entitled thereto; but if more than one of such joint holders (whether in person or by proxy) are present at the AGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

4. An explanatory statement containing further details regarding resolution no. 7 above as required by the Listing Rules is set out in Appendix I to the circular of the Company dated 26 May 2026.

5. The Board has recommended a final cash dividend of HK$1.4 cents per share for the year ended 31 December 2026 and, if such dividend is approved by the shareholders passing resolution no. 2 above, the dividend is expected to be paid on or before Thursday, 30 July 2026 to shareholders whose names appear on the register of members of the Company on Tuesday, 30 June 2026.

For determining shareholders entitlement to the final dividend, the register of members of the Company will be closed from Thursday, 25 June 2026 to Tuesday, 30 June 2026, both days inclusive, during which period no transfer of shares of the Company will be registered. To be eligible to the final dividend, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's branch registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:00 p.m. on Wednesday, 24 June 2026.

1. If Typhoon Signal No. 8 or above, or a "black" rainstorm warning is in effect or extreme conditions caused by super typhoons occurs in Hong Kong any time between 7:30 a.m. and the time of the AGM (being 10:00 a.m.) on the date of the AGM, the AGM will be held as scheduled. Shareholders should make their own decision as to whether they would attend the AGM under bad weather conditions and if they should choose to do so, they are advised to exercise care and caution.

As at the date of this notice, the Board comprises a non-executive director: Mr. Wang Xianfeng (chairman); two executive directors: Mr. Qiu Bin (chief executive officer) and Mr. Li Jie; and three independent non-executive directors: Mr. Gao Pei Ji, Mr. Zhang Yuntao and Mr. Wu Yingpeng.

6