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

May 21, 2025

51036_rns_2025-05-21_80528364-174e-4826-9479-980da01441c9.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 2024 Annual General Meeting

I/Wo $^{(note 1)}$

of

am/are the registered holder(s) of $^{(note 2)}$ H Shares ("Shares") in Chifeng Jilong Gold Mining Co., Ltd. (the "Company"),

HEREBY APPODIT $^{(note 3)}$

of

if he/she could not attend, then appoint $^{(note 3)}$

of

if he/she could not attend, then appoint the Chairman of the annual general meeting for the year ended 31 December 2024 (the "AGM") as my/our proxy(ies) of $^{(note 4)}$ Shares of the Company to attend the AGM to be held at Chifeng Gold, Conference Room, A7 Xiaojing, Wanfeng Road, Fengtai District, Beijing, the People's Republic of China (the "PRC") at 2:00 p.m. on 12 June 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.

RESOLUTIONS For $^{(Note 5)}$ Against $^{(Note 5)}$ Abstain $^{(Note 5)}$
Ordinary Resolutions
1. To consider and approve the Resolution on the Work Report of the Board of Directors of the Company for 2024
2. To consider and approve the Resolution on the Work Report of the Supervisory Committee of the Company for 2024
3. To consider and approve the Resolution on the Company's Financial Accounts Report for 2024
4. To consider and approve the Resolution on the Company's Financial Budget Report for 2025
Special Resolutions
5. To consider and approve the Resolution on the Company's Profit Distribution Proposal for 2024
6. To consider and approve the Resolution on the Establishment of the Shareholders' Return Plan for the Next Three Years (2025-2027)
Ordinary Resolutions
7. To consider and approve the Resolution on Determination of the Remuneration of Directors for 2024 and Remuneration Plan for 2025
8. To consider and approve the Resolution on the Company's 2024 Annual Report and Its Summary
9. To consider and approve the Resolution on the Reappointment of Auditor for 2025
10. To consider and approve the Resolution on Total Amount of Financing Limit for 2025
Special Resolutions
11. To consider and approve the Resolution on Total Amount of External Guarantee for 2025
12. To consider and approve the Resolution on the General Mandate to Issue Debt Financing Instruments of the Company
13. To consider and approve the Resolution on the General Meeting for the Grant of a General Mandate to the Board of Directors to Issue A Shares and (or) H Shares of the Company
The following resolutions No. 14 to 18 are inter-conditional, which are conditional upon the approval of such special resolutions. As such, if any one of the resolutions of the special resolutions No. 14 to 18 is not passed, none of the special resolutions No. 14 to 18 will be passed.
14. To consider and approve the Resolution on the Change of Registered Capital of the Company
15. To consider and approve the Resolution on the Abolition of the Supervisory Committee
16. To consider and approve the Resolution on the Amendment of the Articles of Association of Chifeng Jilong Gold Mining Co., Ltd.
17. To consider and approve the Resolution on Amendment of the Rules of Procedure for General Meeting of Chifeng Jilong Gold Mining Co., Ltd.
18. To consider and approve the Resolution on Amendment of the Rules of Procedure for Board of Directors of Chifeng Jilong Gold Mining Co., Ltd.

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 AGM" 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 AGM 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 AGM. 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: 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 2:00 p.m. on 11 June 2025 (Wednesday), Hong Kong time), in respect of H Shares, at the Company's Registrar of H Shares – Compuneshare 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 AGM if you so wish.

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