Jinchuan Group International Resources Co. Ltd — Proxy Solicitation & Information Statement 2017

Jan 11, 2017

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JINCHUAN GROUP INTERNATIONAL RESOURCES CO. LTD 金川集團國際資源有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2362)

PROXY FORM FOR EXTRAORDINARY GENERAL MEETING

I/We, being the registered holder(s) of Jinchuan Group International Resources Co. Ltd (the “ Company ”), hereby appoint the proxy [(Note 1)] as specified below or failing him/her, THE CHAIRMAN OF THE MEETING [(Note 1)] to attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at Unit 3101, 31/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 27 January 2017 at 10:00 a.m. and at any adjournment thereof in respect of the resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit.

below or failing him/her,THE CHAIRMAN OF THE MEETING _(Note 1)_to attend and vote for me/us and on my/our behalf at the ExtraordinaryGeneral Meeting of the Company to be held at Unit 3101, 31/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 27 January 2017 at10:00 a.m. and at any adjournment thereof in respect of the resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit.	below or failing him/her,THE CHAIRMAN OF THE MEETING _(Note 1)_to attend and vote for me/us and on my/our behalf at the ExtraordinaryGeneral Meeting of the Company to be held at Unit 3101, 31/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 27 January 2017 at10:00 a.m. and at any adjournment thereof in respect of the resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit.	below or failing him/her,THE CHAIRMAN OF THE MEETING _(Note 1)_to attend and vote for me/us and on my/our behalf at the ExtraordinaryGeneral Meeting of the Company to be held at Unit 3101, 31/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 27 January 2017 at10:00 a.m. and at any adjournment thereof in respect of the resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit.	below or failing him/her,THE CHAIRMAN OF THE MEETING _(Note 1)_to attend and vote for me/us and on my/our behalf at the ExtraordinaryGeneral Meeting of the Company to be held at Unit 3101, 31/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 27 January 2017 at10:00 a.m. and at any adjournment thereof in respect of the resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit.	below or failing him/her,THE CHAIRMAN OF THE MEETING _(Note 1)_to attend and vote for me/us and on my/our behalf at the ExtraordinaryGeneral Meeting of the Company to be held at Unit 3101, 31/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 27 January 2017 at10:00 a.m. and at any adjournment thereof in respect of the resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit.	below or failing him/her,THE CHAIRMAN OF THE MEETING _(Note 1)_to attend and vote for me/us and on my/our behalf at the ExtraordinaryGeneral Meeting of the Company to be held at Unit 3101, 31/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 27 January 2017 at10:00 a.m. and at any adjournment thereof in respect of the resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit.	below or failing him/her,THE CHAIRMAN OF THE MEETING _(Note 1)_to attend and vote for me/us and on my/our behalf at the ExtraordinaryGeneral Meeting of the Company to be held at Unit 3101, 31/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 27 January 2017 at10:00 a.m. and at any adjournment thereof in respect of the resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit.
Registered Holder(s)(Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.)
Registered Name
Registered Address
Certificate No.(Note 8)
Registered Holding(Note 2)		Signature_(Note 4)_
Date
Proxy (Note 1)(Complete in ENGLISH BLOCK CAPITALS.)
Full Name			No. of Shares(Note 3)
Full Address
	ORDINARY RESOLUTION			FOR(Note 5)		AGAINST(Note 5)
To approve the 2016 CCT Agreement, the 2016 Continuing Connected Transactions and theProposed Annual Caps (all capitalized terms as defined in the circular of the Company dated 12January 2017).

Notes:

1. If any proxy other than the chairman of the meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A holder entitled to attend and vote at the meeting of the Company is entitled to appoint one or more proxies to attend and vote on his/her behalf. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT . The proxy needs not be a member of the Company, but must attend the meeting (or any adjournment thereof) to represent you.

2. Please insert the number of shares registered in the name of the holder(s).

3. Please insert the number of shares for this proxy. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder(s).

4. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK ( ✓ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK ( ✓ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST” . Failure to tick either box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

6. In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the branch share registrar of the Company in Hong Kong, Boardroom Share Registrars (HK) Limited at 31/F., 148 Electric Road, North Point, Hong Kong, not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

7. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish.

8. Please provide one certificate number, if possible, to facilitate processing.

9. For the avoidance of doubt, we do not accept any special instructions written on this proxy form.