CMOC Group Limited — Proxy Solicitation & Information Statement 2026

Apr 7, 2026

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

CMOC

洛阳钼业

洛陽樂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)

NOTICE OF THE 2026 FIRST CLASS MEETING OF H SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2026 first class meeting of H Shareholders (the "HCM") of CMOC Group Limited* (the "Company") will be held immediately after the 2025 annual general meeting and the 2026 first class meeting of A Shareholders and any adjournments thereof, at Conference Room 4, 2nd Floor, International Hotel Luoyang, No. 239 Kaiyuan Street, Luolong District, Luoyang City, Henan Province, the People's Republic of China (the "PRC") on Tuesday, 28 April 2026 for the purposes of considering, and if thought fit, approving the following resolution. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 7 April 2026.

SPECIAL RESOLUTION

1. "To consider and approve the Proposal on the Grant of a General Mandate to the Board for Repurchase of A Shares and/or H Shares as follows:

(a) subject to paragraphs (b) and (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase A Shares in issue on Shanghai Stock Exchange (the "SSE") and H Shares in issue on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange"), subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, the SSE, the Hong Kong Stock Exchange or of any other governmental or regulatory body;

(b) the number of A Shares and H Shares authorized to be repurchased pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the number of A Shares in issue (excluding Treasury Shares) and 10% of the number of H Shares in issue (excluding Treasury Shares) as at the date of the passing of this resolution;

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(c) the approval in paragraph (a) above shall be conditional upon:

(i) the approval of all the competent regulatory authorities as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate; and

(ii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount) pursuant to the notification procedure set out in Article 203 of the Articles of Association;

(d) for the purpose of this special resolution, “Relevant Period” means the period from the date of passing of this special resolution until the earlier of:

(i) the conclusion of the 2026 AGM; or

(ii) the date on which the authority set out in this special resolution is revoked or varied by a special resolution of the Shareholders at a general meeting, or a special resolution at their respective class meeting; and

(e) subject to the approval of all relevant government authorities in the PRC for the repurchase of such A Shares and/or H Shares being granted, to authorise the Board to:

(i) formulate and implement detailed repurchase plan, including but not limited to repurchase price, number of Shares to be repurchased, timing of repurchase and period of repurchase, etc.;

(ii) notify creditors and make announcement in accordance with the requirements of relevant laws, regulations and normative documents as well as the Articles of Association;

(iii) open overseas share accounts and to carry out related change of foreign exchange registration procedures;

(iv) carry out relevant approval and filing procedures as required by regulatory authorities and the stock exchanges where the Shares are listed;

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(v) carry out cancellation procedures for repurchased shares, reduce the registered capital of the Company, and make corresponding amendments to the Articles of Association relating to total share capital and shareholding structure, etc., and to carry out statutory registrations and filings within and outside China; and

(vi) execute and handle other documents and matters relating to share repurchase.”

By Order of the Board
CMOC Group Limited*
Liu Jianfeng
Chairman

Luoyang City, Henan Province, the PRC, 7 April 2026

As at the date of this notice, the executive Directors are Mr. Liu Jianfeng, Mr. Peng Xuhui and Mr. Que Chaoyang (Employee Director); the non-executive Directors are Mr. Lin Jiuxin, Mr. Jiang Li and Mr. Ma Fei; and the independent non-executive Directors are Mr. Wang Kaiguo, Ms. Gu Hongyu and Mr. Cheng Gordon.

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Notes:

(1) All resolutions at the meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates to a procedural or administrative matter to be voted on by a show of hands pursuant to the Hong Kong Listing Rules. The results of the poll will be published on the websites of the Hong Kong Stock Exchange and the Company in accordance with the Hong Kong Listing Rules.

(2) Each H Shareholder who has the right to attend and vote at the HCM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his/her behalf at the HCM. The instrument appointing a proxy must be in writing under the hand of the appointor or his/her attorney duly authorized in writing. In case that an appointor is a body corporate, the instrument must be either under the common seal of the body corporate or under the hand of its director or other person duly authorized. If the instrument appointing a proxy is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other documents of authorization, must be certified by a notary public. For H Shareholders, the form of proxy and the notarially certified power of attorney or other documents of authorization must be delivered to the Company's H Share registrar at the address stated in note (6) below by post or facsimile (for H Shareholders only), not later than 1:30 p.m. on Monday, 27 April 2026 (or if the HCM is adjourned, not less than 24 hours before the time appointed for holding the adjournment HCM (as the case may be)). Completion and return of the form of proxy will not preclude a Shareholder from attending and voting at the HCM or any adjournment should he/she so wish.

(3) In order to determine the list of H Shareholders who will be entitled to attend and vote at the HCM, the register of members of H Shares of the Company will be closed from Thursday, 23 April 2026 to Tuesday, 28 April 2026 (both days inclusive) during which period no transfer of H Shares will be effected. H Shareholders whose names appear on the register of members of H Shares of the Company on Thursday, 23 April 2026 shall be entitled to attend and vote at the HCM. In order for the H Shareholders to qualify for attending and voting at the HCM, Shareholders whose H Shares are not registered in their names should complete and lodge their respective instruments of transfer with the relevant H Share certificates with Computershare Hong Kong Investor Services Limited, the Company's H Share registrar in Hong Kong, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, and in any case no later than 4:30 p.m. on Wednesday, 22 April 2026.

(4) Shareholders or their proxies must present proof of their identities upon attending the HCM. Should a proxy be appointed, the proxy must also present copies of his/her proxy form, or copies of appointing instrument and power of attorney, if applicable.

(5) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or loss of capacity of the appointor, or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of Shares in respect of which the proxy is given, provided that no notice in writing of these matters shall have been received by the Company prior to the commencement of the HCM.

(6) 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

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(7) The address and contact details of the Company’s office of the Board at its principal place of business in the PRC are as follows:

North of Yihe
Huamei Shan Road
Chengdong New District
Luanchuan County
Luoyang City
Henan Province
The People’s Republic of China
Postal code: 471500
Telephone No.: (+86) 021 8033 0506
Facsimile No.: (+86) 379 6865 8017

The HCM is expected to last not more than one day. Shareholders or proxies attending the HCM are responsible for their own transportation and accommodation expenses.

• For identification purposes only

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