CMOC Group Limited — Proxy Solicitation & Information Statement 2019

Apr 26, 2019

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(Stock Code: 03993)

FORM OF PROXY OF H SHAREHOLDERS FOR THE 2019 SECOND CLASS MEETING OF HOLDERS OF H SHARES TO BE HELD ON FRIDAY, 14 JUNE 2019

I/We[(Note 1)] of

(address as shown in the H shares of RMB0.20

register of members of H Shares) being the registered holder(s) of[(Note 2)] 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 3)] or of

as my/our proxy(ies) to attend and act for me/us at the 2019 second class meeting of holders of H shares of the Company (the “ H Shareholders’ Class Meeting ”) to be held immediately after the 2018 annual general meeting and the 2019 second class meeting of holders of A shares of the Company (and at any adjournments thereof) on Friday, 14 June 2019 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 purpose of considering and, if thought fit, passing the resolution as set out in the notice convening the H Shareholders’ Class Meeting and to vote for me/us and in my/ our name(s) in respect of the resolution as indicated below at the H Shareholders’ Class Meeting (and at any adjournment thereof) and, if no such indication is given, as my/our proxy(ies) thinks fit.

Please make a mark in the appropriate box to indicate how you wish your vote to be cast on a poll[(Note 4)] .

	SPECIAL RESOLUTION(Note 5)	SPECIAL RESOLUTION(Note 5)	FOR(Note 4)	AGAINST(Note 4)	ABSTAIN(Note 4)
1.		“To consider and approve the granting of a general mandate to theBoard of the Company to repurchase H Shares.”
Date:	2019Signature(s)(Note 6):

Notes:

1. 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 .

2. 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).

3. 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 H Shareholders’ Class Meeting 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 H Shareholders’ Class Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. 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 H Shareholders’ Class Meeting other than those referred to in the notice convening the H Shareholders’ Class Meeting.

5. Resolution No. 1 is a special resolution which shall be passed by more than two-thirds of the voting rights held by the holders of H shares of the Company present at the meeting.

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 1:00 p.m. on Thursday, 13 June 2019 (or if the H Shareholders’ Class Meeting is adjourned, not less than 24 hours before the time fixed for holding the adjourned H Shareholders’ Class Meeting.

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 H Shareholders’ Class Meeting. If a corporate shareholder appoints its legal representative to attend the H Shareholders’ Class Meeting, 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 H Shareholders’ Class Meeting.

2. Completion and delivery of the form of proxy will not preclude you from attending and voting at the H Shareholders’ Class Meeting 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 H Shareholders’ Class Meeting (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