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Chifeng Jilong Gold Mining Co., Ltd. Proxy Solicitation & Information Statement 2025

Oct 14, 2025

51036_rns_2025-10-14_58754616-e8f6-4a7f-be62-51eb58132628.pdf

Proxy Solicitation & Information Statement

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赤峰黄金

CHIFENG GOLD

Chifeng Jilong Gold Mining Co., Ltd.

赤峰吉隆黄金礦業股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(H Shares Stock Code: 6693)

Proxy Form for H Shareholders for the 2025 Extraordinary General Meeting

I/We (note 1)

of

am/are the registered holder(s) of (note 2) Shares ("Shares") in Chifeng Jilong Gold Mining Co., Ltd. (the "Company"), HEREBY APPOINT (note 3)

of

if he/she could not attend, then appoint (note 3)

of

if he/she could not attend, then appoint the Chairman of the 2025 extraordinary general meeting (the "EGM") as my/our proxy(ies) of (note 4) Shares of the Company to attend the EGM to be held at Chifeng Gold, Conference Room, A7 Xiaojing, Wanfeng Road, Fengtai District, Beijing, the People's Republic of China (the "PRC") at 1:00 p.m. on 31 October 2025 (Thursday) or at any adjournment thereof, and to exercise the right of voting at such meeting in respect of the resolutions as hereunder indicated, or if no such indication is given, as my/our proxy(ies) think(s) fit.

BY SPECIAL RESOLUTION
No. Non-accumulative Voting Resolutions For (Note 5) Against (Note 5) Abstain (Note 5)
1. To consider and approve the Amendments to the Articles of Association of Chifeng Jilong Gold Mining Co., Ltd.
BY ORDINARY RESOLUTIONS
--- --- --- --- ---
No. Non-accumulative Voting Resolutions For (Note 5) Against (Note 5) Abstain (Note 5)
2. To consider and approve the Amendments to the Working Rules for Independent Directors of the Company
3. To consider and approve the Amendments to the Management System for Connected Transactions of the Company
4. To consider and approve the Amendments to the Administrative Measures for External Guarantees of the Company

BY ORDINARY RESOLUTIONS
No. Accumulative Voting Resolutions Accumulative Voting (Note 9) (Please insert the number of votes)
5.00 To consider and approve the Election of the Non-Independent Directors of the Ninth Session of the Board
5.01 Mr. Wang Jianhua (executive Director)
5.02 Mr. Gao Bo (executive Director)
5.03 Ms. Yang Yi-fang (executive Director)
5.04 Mr. Lyu Xiaozhao (executive Director)
5.05 Mr. Zhao Qiang (executive Director)
5.06 Mr. Zhang Xudong (non-executive Director)
6.00 To consider and approve the Election of the Independent Directors of the Ninth Session of the Board
6.01 Mr. Hu Nailian (independent non-executive Director)
6.02 Dr. Wong Yet Ping Ambrose (independent non-executive Director)
6.03 Dr. Li Houmin (independent non-executive Director)
6.04 Dr. Jiang Qi (independent non-executive Director)

Dated:

Signature(s):

Notes:

  1. Please insert the full name(s) and address(es) (as shown in the register of members) in BLOCK LETTERS.
  2. Please insert the number of Shares (i) registered in your name(s) and (ii) those related to this proxy form.
  3. If a proxy other than the Chairman is preferred, cross out the words "the Chairman of the EGM" and insert the full name(s) and address(es) of the proxy (or proxies) desired in the space provided. If you do not insert the name and address of the person to be appointed as your proxy in the space provided, the Chairman of the EGM will be your proxy.
  4. Please insert clearly the number of Shares of the Company registered in your name(s) which the appointed proxy can exercise the voting right in the EGM. If no number is inserted, this proxy form will be deemed to be related to all the Shares of the Company registered in your name(s).
  5. IMPORTANT: FOR NON-ACCUMULATIVE VOTING RESOLUTIONS, IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN TO VOTE IN ANY RESOLUTION, PLEASE TICK THE BOX MARKED "ABSTAIN". Any "abstain" votes will be counted in the calculation of the required majority. If no such indication is given, the proxy will be entitled to cast your vote at his/her discretion.
  6. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a legal person or body corporate, must be either executed under its common seal or under the hand of a director of the legal person or body corporate or proxy duly authorised in writing.
  7. To be valid, this proxy form (or if it is signed by attorney duly authorised in writing, then together with such power of attorney or other authority under which it is signed or a notarially certified copy of such power of attorney or authority) must be deposited not later than 24 hours before the specified time for holding the meeting (i.e. no later than 1:00 p.m. on 30 October 2025 (Thursday), Hong Kong time), in respect of H Shares, at the Company's Registrar of H Shares - Computershare Hong Kong Investor Services Limited, 17M Floor Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
  8. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM if you so wish.
  9. Certain proposals are subject to accumulative voting mechanism. The EGM of the Company will list and present non-independent directors and independent directors in two proposal groups, and will number each candidate under each proposal group separately. Shareholders shall cast their votes for each candidate under every proposal group. Shareholder's declared number of shares indicates the number of election votes. Under each proposal group, the fact that a shareholder present at the upcoming EGM of proposal owns each voting share means the shareholder possesses the number of votes same as the number of directors to be elected under the proposal group. For example, if a shareholder holds 100 shares of the Company and there is a total of six non-independent directors to be elected as non-independent directors in the proposal group for the election of non-independent directors, the shareholder shall have 600 votes in the proposal group for the election of non-independent directors.

The number of votes shareholders cast under a proposal group may not exceed the number of votes they actually own under the proposal group. The number of candidates shareholders vote for under each proposal group may not exceed the number of directors to be elected under the proposal group. Shareholders can cast all votes available under certain proposal group, as they wish, to a single candidate or to different candidates in any combination. After the voting process ends, the votes for each proposal under each proposal group shall be counted on an accumulative basis.

If the votes filled in by shareholders or his/her proxies at the on-site EGM are incorrectly filled in, invalidated, illegible in handwriting, or unvoted, these votes shall be deemed as abstention. If the number of votes cast by shareholders for candidates under a proposal group exceeds the number of votes entitled to shareholders under the proposal group, the votes casted under the proposal group shall constitute invalid votes. If the votes casted by shareholders for candidates under a proposal group are less than the number of votes entitled to shareholder under the proposal group, the casted votes shall be deemed valid but the difference shall be regarded as abstaining from voting.

Should there be any discrepancy, the Chinese version of this proxy form shall prevail.