GT Gold Holdings Limited — Proxy Solicitation & Information Statement 2017

Jun 20, 2017

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GRAND T G GOLD HOLDINGS LIMITED 大唐潼金控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8299)

Form of proxy for the Extraordinary General Meeting to be held on Monday, 10 July 2017 and any adjournment thereof

I/We[(Note][1)]

of

being the registered shareholder(s) of

shares[(Note][2)] in Grand T G Gold Holdings Limited (the

‘‘Company’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[(Note][3)] or, failing him,

of

as my/our proxy to attend and act for me/us at the Extraordinary General Meeting (the ‘‘Meeting’’) (and at any adjournment thereof) of the Company to be held at Suites 903-905, 9th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong, on Monday, 10 July 2017 at 4:00 p.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the Notice of Extraordinary General Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as indicated below (Note 4), or if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS FOR[(Note][4)] AGAINST[(Note][4)] 1. To approve, confirm and ratify the conditional subscription agreement dated 10 April 2017 and the supplemental agreement dated 8 June 2017 entered into between the Company and Lee Wing Leung, and the transactions contemplated thereunder including the allotment and issue of 329,000,000 new shares in the Company (‘‘Shares’’), as set out in resolution number 1 in the notice of the Extraordinary General Meeting of the Company dated 21 June 2017 (the ‘‘EGM Notice’’). 2. To approve, confirm and ratify the conditional subscription agreement dated 10 April 2017 entered into between the Company and Zhou Yong, and the transactions contemplated thereunder including the allotment and issue of 1,750,000,000 new Shares, as set out in resolution number 2 in the EGM Notice. 3. To approve, confirm and ratify the conditional subscription agreement dated 8 June 2017 entered into between the Company and J. Thomson Asset Investment Limited, and the transactions contemplated thereunder including the allotment and issue of 200,000,000 new Shares, as set out in resolution number 3 in the EGM Notice.

1. To approve, confirm and ratify the conditional convertible bonds subscription agreement dated 10 April 2017 entered into between the Company and J. Thomson Asset Investment Limited, and the transactions contemplated thereunder including the allotment and issue of the Conversion Shares, as set out in resolution number 4 in the EGM Notice.

Dated this day of

2017 Signature(s)[(Note][5)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares of the Company registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out the words ‘‘THE CHAIRMAN OF THE MEETING’’ and insert the name and address of the proxy desired in the space provided. A member may appoint a proxy or separate proxies to attend and vote in his stead. 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 THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED ‘‘AGAINST’’. Failure to complete any box will entitle your proxy to cast his votes at his discretion or abstain from voting. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice of Extraordinary General Meeting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized to sign the same.

6. In the case of joint holders of any shares of the Company, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, either personally or by proxy, the vote of the joint holder whose name stands first in the Register of Members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).

7. Tothereof,be valid,must thisbe lodgedform ofatproxythe sharetogetherregistrarwith ofthethepowerCompany,of attorneyTricor(ifInvestorany) orServicesother authorityLimited,underat Levelwhich22,itHopewellis signedCentre,(if any)183or aQueennotarially’s RoadcertifiedEast, Hongcopy Kong not less than 48 hours before the time for holding the Meeting or 24 hours before any adjournment thereof (as the case may be).

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

• for identification purposes only