CMOC Group Limited — AGM Information 2017

Jun 7, 2017

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(Stock Code: 03993)

AMENDED PROXY FORM OF H SHAREHOLDERS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY, 28 JUNE 2017 [(Note 1)]

I/We [(Note 2)]

of

(address as shown in the register of members of H Shares) being the registered holder(s) of [(Note 3)]

H Shares of RMB0.20 each in the share capital of China Molybdenum Co., Ltd.* (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING [(Note 4)] or

of

as my/our proxy(ies) to attend and act for me/us at the annual general meeting (the “ AGM ”) of the Company to be held at 1:00 p.m. on Wednesday, 28 June 2017 at the International Conference Room of Mudu-Lee Royal International Hotel at No. 239, Kaiyuan Street, Luolong District, Luoyang City, Henan Province, the PRC (and at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the AGM and to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below at the AGM (and at any adjournment thereof) and, if no such indication is given, as my/our proxy(ies) thinks fit. Unless otherwise indicated, capitalized terms used herein have the same meanings as those defined in the notice of AGM dated 12 May 2017 and the amended notice of AGM dated 7 June 2017 of the Company.

Please make a mark in the appropriate box to indicate how you wish your vote to be cast on a poll [(Note 5)] .

	ORDINARY RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
1.	“To receive and consider the proposal in respect of the financial
	report of China Molybdenum Co., Ltd.* for the year 2016.”
2.	“To receive and consider the proposal in respect of the financial
	statements of China Molybdenum Co., Ltd.* for the year 2016.”
3.	“To receive and consider the proposal in respect of the report of
	the board of directors of China Molybdenum Co., Ltd.* for the year
	2016.”
4.	“To receive and consider the proposal in respect of the report of the
	supervisory committee of China Molybdenum Co., Ltd.* for the year
	2016.”
5.	“To receive and consider the proposal in respect of the annual report
	of China Molybdenum Co., Ltd.* for the year 2016.”
6.	“To consider and approve the proposal in respect of the budget report
	of China Molybdenum Co., Ltd.* for the year 2017.”
7.	“To consider and approve the proposal in respect of the
	reappointment of the external auditors for the year 2017 and its
	remuneration arrangement.”
	SPECIAL RESOLUTIONS(Note 6)
8.	“To consider and approve the proposal in respect of the provision
	of guarantee for operating loans to direct or indirect wholly-owned
	subsidiaries.”
9.	“To consider and approve the proposal in respect of the increase
	in amount of overseas bonds issuance and extension of term of
	authorization.”

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ORDINARY RESOLUTIONS
10.	“To consider and approve the proposal in respect of thecommencement of hedging business.”
11.	“To consider and approve the proposal in respect of the authorization
	to the Board to deal with the distribution of interim dividend andquarterly dividend for the year 2017.”
SPECIAL RESOLUTIONS(Note 6)
12.	“To consider and approve the proposal in respect of the grantingof a general mandate to the Board of the Company to repurchase HShares.”
13.	“To consider and approve the proposal in respect of the Company’scompliance with the conditions of the public issuance of corporatebonds.”
14.	“To consider and approve the proposal in respect of the plan for thepublic issuance of corporate bonds.”
14.01	“Issue size”
14.02	“The par val	ue of the bonds and issuance price”
14.03	“Types of th	”
		e bonds and maturity
14.04	“Interest rat	e of the bonds”
14.05	“Issuance m	ethods”
14.06	“Offering ar	rangement to the shareholders of the company”
14.07	“Terms on r	edemption or repurchase”
14.08	“Guarantee arrangement”	arrangement”
14.09	“Use of proceeds”
14.10	“Protective measures for repayment”
14.11	“Listing venue”
14.12	“Term of validity of the resolutions”
		lidity of the resolutions”
15.	“To considauthorizatiothe board ofissuance of t	er and approve the propn from the shareholderdirectors to deal with thhe corporate bonds.”	osal in respect of seeking fulls’ meeting of the company toe matters relating to the public
			2017Signature(s)(Note 7):

Date:

2017

Signature(s) [(Note 7)] :

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Notes:

1. IMPORTANT: YOU SHOULD FIRST REVIEW THE ANNUAL REPORT OF THE COMPANY FOR THE YEAR 2016 (DESPATCHED TO H SHAREHOLDERS ON 29 APRIL 2017), THE CIRCULAR DATED 18 MAY 2017 AND SUPPLEMENTAL CIRCULAR DATED 7 JUNE 2017 WHICH THE MEETING RELATES AND CONTAINS FURTHER INFORMATION OF THE ABOVE RESOLUTIONS, BEFORE APPOINTING THE PROXY. THE ANNUAL REPORT FOR THE YEAR 2016 INCLUDES THE REPORT OF THE DIRECTORS FOR THE YEAR 2016, THE REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2016 AND THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR 2016. THE CIRCULAR DATED 18 MAY 2017 INCLUDES THE FINANCIAL REPORT FOR THE YEAR 2016 AND THE WORK REPORT OF INDEPENDENT DIRECTORS FOR THE YEAR 2016 FOR H SHAREHOLDERS’ REVIEW. THE SUPPLEMENTAL CIRCULAR DATED 7 JUNE 2017 INCLUDES INFORMATION RELEVANT TO THE PROPOSED ISSUANCE OF CORPORATE BONDS.

2. Please insert full name(s) (in Chinese or English) and address(es) (as shown in the register of members of H Shares) in BLOCK CAPITALS .

3. Please insert the number of H Shares registered in your name(s) to which the Amended Proxy Form relates. If no number is inserted or the number inserted is more than the number of H Shares registered in your name(s), the Amended Proxy Form will be deemed to relate to all the H Shares registered in your name(s).

4. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “ THE CHAIRMAN OF THE MEETING ” and insert the name and address of the proxy desired in the space provided. An H Shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on its/his/her behalf. A proxy need not be an H Shareholder of the Company but must attend the AGM in person to represent you. ANY ALTERATION MADE TO THE AMENDED PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ ✓ ”) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ✓ ”) IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING OR WAIVE THE RIGHT TO VOTE ON A RESOLUTION, PLEASE TICK (“ ✓ ”) IN THE BOX MARKED “ABSTAIN” . If you have more than one voting intention on certain resolution, the sum of the votes cast shall be equal to the number of H Shares registered in your name(s) to which the Amended Proxy Form relates. If the sum of the votes cast is less than the number of H Shares registered in your name(s) to which the Amended Proxy Form relates, the difference shall be regarded as abstention votes. If the sum of the votes cast is more than the number of H Shares registered in your name(s) to which the Amended Proxy Form relates, all the votes cast on such resolution shall be regarded as abstention votes. If no direction is given, your proxy will vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

6. Resolutions Nos. 8, 9, 12, 13, 14 and 15 are special resolutions which shall be passed by more than two-thirds of the voting rights held by the Shareholders present at the meeting.

7. The Amended Proxy Form must be signed by you or your attorney duly authorized in writing. In the case of a corporation, the same must be either under its common seal or under the hand of its director(s) or duly authorized attorney(s). If the Amended Proxy Form is signed by an attorney of an H Shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.

8. In order to be valid, the Amended Proxy Form together with the power of attorney or other authorization document (if any) must be deposited at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, the address of which is set out in note 9 below, not later than 1:00 p.m. on Tuesday, 27 June 2017 (or if the AGM is adjourned, not less than 24 hours before the time fixed for holding of the adjourned AGM).

9. The address and contact details of the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, are as follows:

17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong Telephone No.: (+852) 2862 8555 Facsimile No.: (+852) 2865 0990/(+852) 2529 6087

1. An H Shareholder or his/her proxy should produce proof of identity when attending the AGM. If a corporate shareholder appoints its legal representative to attend the AGM, such legal representative shall produce proof of identity and a copy of the resolution of the board of directors or other governing body of such H Shareholder appointing such legal representative to attend the AGM.

11. IMPORTANT: H SHAREHOLDERS WHO HAVE LODGED THE FIRST PROXY FORM WITH THE COMPANY SHOULD NOTE THAT:

• i) If no Amended Proxy Form is lodged with the Company’s H Share registrar, the First Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by him/her. The proxy so appointed by the H Shareholder will be entitled to cast the vote at his/ her discretion or to abstain from voting on any resolution properly put to the AGM (including, if properly put, the resolutions as set out in the Amended Notice of AGM enclosed in the Supplemental Circular) except for those resolutions to which the Shareholder has indicated his/her voting direction in the First Proxy Form.

• ii) If the Amended Proxy Form is lodged with the Company’s H Share registrar 24 hours prior to the time appointed for holding the AGM or any adjournment thereof, the Amended Proxy Form, if correctly completed, will revoke and supersede the First Proxy Form previously lodged by him/her. The Amended Proxy Form will be treated as a valid proxy form lodged by the H Shareholder.

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• iii) If the Amended Proxy Form is lodged with Company’s H Share registrar after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the proxy appointment under the Amended Proxy Form will be invalid. The proxy so appointed by the H Shareholder under the First Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no Amended Proxy Form was lodged with the Company’s H Share registrar. Accordingly, H Shareholders are advised to complete the Amended Proxy Form carefully and lodge the Amended Proxy Form with the Company’s H Share registrar before the Closing Time.

1. Completion and delivery of the First Proxy Form or the Amended Proxy Form will not preclude you from attending and voting at the AGM if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to the Company and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by either of the following means:

By mail to: Personal Data Privacy Officer Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong By email to: hkinfo@computershare.com.hk

• For identification purposes only

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