CMOC Group Limited — Proxy Solicitation & Information Statement 2024

Nov 20, 2024

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洛陽欒川鉬業集團股份有限公司 CMOC Group Limited[*]

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 03993)

FORM OF PROXY OF H SHAREHOLDERS FOR THE 2024 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON TUESDAY, 10 DECEMBER 2024 [(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 CMOC Group Limited* (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 2024 first extraordinary general meeting of the Company (the “ EGM ”) to be held at 10:00 a.m. on Tuesday, 10 December 2024 at International Hotel Luoyang, 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 EGM and to vote for me/us and in my/our name(s) in respect of the resolutions 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 defined, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 20 November 2024.

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)FOR**(Note 5)AGAINST**(Note 5)ABSTAIN**(Note 5)
	1.	“To consider and approve the proposal on the CATL Product Sales and Procurement Framework Agreementand the proposed transactions contemplated thereunder (including the proposed annual caps thereto).”
	2.	“To consider and approve the proposal on the KFM Sales and Procurement Framework Agreement and theproposed transactions contemplated thereunder (including the proposed annual caps thereto).”
		SPECIAL RESOLUTIONS**(Note 6)**
	3.	“To consider and approve the proposal on the Proposed Cancellation of the repurchased A Shares under theA Share Repurchase Plan (Phase II).”
	4.	“To consider and approve the proposal on the Proposed Changes of the registered capital and company typeof the Company and the Proposed Amendments to the Articles of Association.”
	Date:	2024Signature(s)(Note 7):

Notes:

1. IMPORTANT: YOU SHOULD FIRST REVIEW THE CIRCULAR TO WHICH THE EGM RELATES AND CONTAINS FURTHER INFORMATION OF THE ABOVE RESOLUTIONS, WHICH WAS DESPATCHED TO SHAREHOLDERS ON 20 NOVEMBER 2024, 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. Resolutions 3 and 4 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. This form of proxy 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 this form of proxy 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, this form of proxy 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 10:00 a.m. on Monday, 9 December 2024 (or if the EGM is adjourned, not less than 24 hours before the time fixed for holding of the adjourned EGM).

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

10. 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 other governing body of such H Shareholder appointing such legal representative to attend the EGM.

11. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM in person if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourfor thesupplyEGMof(theyour“ Purposes and your”).proxy’sWe may(ortransferproxies’)yourname(s)and yourandproxy’saddress(es)(or proxies’)is on a voluntaryname(s) andbasisaddress(es)for the purposeto ourofagent,processingcontractor,your orrequestthird-partyfor theserviceappointmentproviderof whoa proxyprovides(or proxies)administrative,and yourcomputervoting instructionsand 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