CMOC Group Limited — Proxy Solicitation & Information Statement 2016

Aug 8, 2016

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(Stock Code: 03993)

FORM OF PROXY OF H SHAREHOLDERS FOR THE 2016 SECOND EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 23 SEPTEMBER 2016 [(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 2016 second extraordinary general meeting (the “ EGM ”) to be held at 2:00 p.m. on Friday, 23 September 2016 at the International Conference Room of Mudu-Lee Royal International Hotel at No. 239, Kaiyuan Street, Luolong District, Luoyang City, Henan Province, the People’s Republic of China (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 EGM and to vote for me/us and in my/our name(s) in respect of the resolution as indicated below at the EGM (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 announcement of the Company dated 15 May 2016.

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

Please make a mark in the appropriate box to indicate how you wish your vote to be ca	Please make a mark in the appropriate box to indicate how you wish your vote to be ca	st on a poll_(Note_	5).
SPECIAL RESOLUTIONS		FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
1.	“To consider and approve the “Resolution in relation to the Material Asset Acquisition(Acquisition of Overseas Copper and Cobalt Businesses) of the Company SatisfyingConditions of Material Asset Reorganization of Listed Companies”.”
2.	“To consider and approve the “Resolution in relation to the Plan of Material AssetAcquisition (Acquisition of Overseas Copper and Cobalt Businesses) of the Company”.”
3.	“To consider and approve the “Resolution in relation to the Material Asset AcquisitionReport (Acquisition of Overseas Copper and Cobalt Businesses) (Draft) of ChinaMolybdenum Co., Ltd.*” and its Summary”.”
4.	“To consider and approve the “Resolution in relation to the Material Asset Acquisition(Acquisition of Overseas Copper and Cobalt Businesses) of the Company notConstituting a Reverse Takeover as Stipulated in Article 13 of the “AdministrativeMeasures for Material Asset Reorganization of Listed Companies” (《上市公司重大資產重組管理辦法》)”.”
5.	“To consider and approve the “Resolution in relation to the Material Asset Acquisition(Acquisition of Overseas Copper and Cobalt Businesses) of the Company Satisfying theRequirements under Article 4 of the “Regulations Concerning the Standardization ofCertain Issues of Material Asset Reorganization of Listed Companies” (《關於規範上市公司重大資產重組若干問題的規定》”.”
6.	“To consider and approve the “Resolution in relation to the Explanation of Whether theFluctuation in Share Price as a Result of the Material Asset Acquisition (Acquisitionof Overseas Copper and Cobalt Businesses) of the Company Reached the RelevantStandards under Article 5 of “the Notice Concerning the Standardization of InformationDisclosure of Listed Companies and Behaviour of Each Relevant Party” (《關於規範上市公司信息披露及相關各方行為的通知》) (Zheng Jian Gong Si Zi [2007] No. 128)”.”
7.	“To consider and approve the “Resolution in relation to the Material Asset Acquisition(Acquisition of Overseas Copper and Cobalt Businesses) of the Company notConstituting a Connected Transaction”.”

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
8.	“To consider and approve the “Resolution in relation to the Proposed Authorization tothe Board at the General Meeting to Handle All Matters Relating to the Material AssetAcquisition (Acquisition of Overseas Copper and Cobalt Businesses)”.”

Date: 2016 Signature(s) [(Note 6)] :

Notes:

1. IMPORTANT: YOU SHOULD FIRST REVIEW THE CIRCULAR TO WHICH THE EGM RELATES AND CONTAINS FURTHER INFORMATION OF THE ABOVE RESOLUTIONS, WHICH WILL BE DESPATCHED TO H SHAREHOLDERS AS SOON AS PRACTICABLE, BEFORE APPOINTING THE PROXY.

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 this form of proxy relates. If no number is inserted or the number inserted is more than the number of H Shares registered in your name(s), this form of proxy 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 EGM 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 EGM in person to represent you. 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 (“ ✓ ”) 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 this form of proxy relates. If the sum of the votes cast is less than the number of H Shares registered in your name(s) to which this form of proxy 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 this form of proxy 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 EGM other than those referred to in the notice convening the EGM.

6. This form of proxy must be signed by you or your attorney duly authorised 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 authorised attorney(s). If this form of proxy is signed by an attorney of an H Shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

7. In order to be valid, this form of proxy together with the power of attorney or other authorisation 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 8 below, not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be).

8. 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 EGM. If a corporate shareholder appoints its legal representative to attend the EGM, such legal representative shall produce proof of identity and a copy of the resolution of the board of directors or proof of other governing body of such H Shareholder appointing such legal representative to attend the EGM.

2. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM 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 EGM (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 authorised 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