China Metal Resources Utilization Limited — Proxy Solicitation & Information Statement 2021

Feb 5, 2021

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CHINA METAL RESOURCES UTILIZATION LIMITED 中國金屬資源利用有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1636)

Form of proxy for use at the Extraordinary General Meeting to be held on 26 February 2021 (and adjournment thereof)

I/We

of

being the registered holder(s) of

share of HK$0.1 each

in the share capital of the China Metal Resources Utilization Limited (the ‘‘Company’’), HEREBY APPOINT the Chairman of the Extraordinary General Meeting or

of

as my/our proxy to attend the Extraordinary General Meeting (and any adjournment thereof) of the Company to be held at Unit 4402–03, 44 Floor, Cosco Tower, 183 Queens Road Central, Hong Kong on 26 February 2021 at 2:00 p.m. for the purposes of considering and, if thought fit, passing the resolution as set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as indicated below.

ORDINARY RESOLUTIONS[#] FOR AGAINST

1. To approve, ratify and confirm the supplemental subscription agreement (the ‘‘Supplemental Subscription Agreement’’), dated 4 January 2021 entered into between the Company as issuer and Mianyang Fule Investment Co., Ltd.* (綿陽富樂 投資有限公司) (‘‘Fule’’) as subscriber in relation to the subscription of 618,490,566 shares of the Company (the ‘‘Subscription Share(s)’’) at the subscription price of HK$0.465 per Subscription Share and transactions contemplated thereunder; to approve the terms of the subscription (as varied and amended by the Supplemental Subscription Agreement to the subscription agreement dated 20 July 2020 made between the Company and Fule, the ‘‘Revised Subscription Agreement’’); and the granting of a specific mandate to the Directors to allot and issue the Subscription Shares pursuant to the terms and conditions of the Revised Subscription Agreement (Note 11).

Full text of the resolutions are set out in the notice of the Extraordinary General Meeting of the Company dated 8 February 2021.

• for identification purpose only

Dated this day of 2021. Signature(s):

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

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

3. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. The proxy need not be a member of the Company but must attend the meeting in person to represent the member.

4. Ifor’’anyhereproxyinsertedotherandthaninsertthe Chairmanthe name ofandtheaddressmeetingof isthepreferred,proxy desiredpleaseinstrikethe spaceout theprovided.words ‘‘AthememberChairmanof theof Companythe Extraordinarywho is theGeneralholder ofMeetingtwo or more shares may appoint more than one proxy to attend and vote on his/her/its behalf at the meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (‘‘P’’) THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (‘‘P’’) THE BOX MARKED ‘‘AGAINST’’. Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

6. All resolutions will be put to vote by way of poll at the meeting. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote need not use all his/her votes or cast all the votes he/she uses in the same way and in such case, please state the relevant number of shares in the appropriate box(es) above.

7. 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 executed under its common seal or under the hand of an officer or attorney or other person duly authorised.

8. 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 votes of the other joint holder(s) and 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.

9. ToHopewellthereof,be valid,mustCentre,thisbe depositedform183 Queenof proxyat’s theRoadtogetherCompanyEast, withWanchai,’s Sharethe powerHongRegistrarofKongattorneyinnotHongless(if Kong,thanany) 48orComputersharehoursother beforeauthoritytheHong(iftimeany)KongfixedunderInvestorfor whichholdingServicesitthisis signedmeetingLimited,orora atanycertified17MadjournedFloor,copy meeting.

10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

11. The full text of the resolution appears in the notice of the Extraordinary General Meeting of the Company dated 8 February 2021.