Laopu Gold Co., Ltd. — Proxy Solicitation & Information Statement 2025

Apr 28, 2025

Laopu Gold Co., Ltd.

老鋪黃金股份有限公司

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

(Stock Code: 6181)

PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, MAY 20, 2025

No. of shares to which this proxy form relates(Note 1)	Unlisted shares
	H Shares

I/We(Note 2)

of being the registered holder(s) of unlisted share(s)/H share(s)(Note 3) of Laopu Gold Co., Ltd. (the "Company"). HEREBY APPOINT THE CHAIRMAN OF THE ANNUAL GENERAL MEETING or(Note 4)

of as my/our proxy to attend and act for me/us at the Annual General Meeting (and any adjournment thereof) of the said Company to be held at Conference Room, 1/F, China World Hotel, No. 1 Jianguomenwai Avenue, Beijing, PRC on Tuesday, May 20, 2025 at 10:00 a.m. (the "Meeting") for the purposes of considering and, if thought fit, passing the resolutions as set out in the Notice of Annual 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 resolutions as indicated below(Note 5).

ORDINARY RESOLUTIONS(Note 5)		FOR(Note 6)	AGAINST(Note 6)	ABSTAIN(Note 6)
1.	To consider and approve the annual report for the year ended December 31, 2024.
2.	To consider and approve the report of the board of directors of the Company for the year ended December 31, 2024.
3.	To consider and approve the report of the independent non-executive Directors of the Company for the year ended December 31, 2024.
4.	To consider and approve the report of the supervisory committee of the Company for the year ended December 31, 2024.
5.	To consider and approve the remuneration of the Directors for the year ending December 31, 2025.
6.	To consider and approve the Company's profit distribution plan for the year ended December 31, 2024.
7.	To consider and approve the re-appointment of Ernst & Young as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the Board to fix its remuneration.
SPECIAL RESOLUTIONS
8.	To consider and approve the General Mandate for the Issuance of Shares, with the details of the General Mandate for the Issuance of Shares as set out in the circular of the Company dated April 29, 2025 (the "Circular").
9.	To consider and approve the General Mandate for the Repurchase of H Shares, with the details of the General Mandate for the Repurchase of H Shares as set out in the Circular.

Dated this __ day of __ 2025

Signed(Note 7)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares 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 in the Company registered in your name(s).
3. If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words "THE CHAIRMAN OF THE ANNUAL GENERAL MEETING or" and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLY BY THE PERSON WHO SIGNS IT.
4. The description of the Resolutions is by way of summary only. The full text appears in the notice of the Annual General Meeting.
5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "AGAINST". Failure to tick any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment of a resolution put to the Meeting.
6. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.
7. To be valid, in case of holders of H shares of the Company, the proxy form and the relevant notarized power of attorney (if any) and other relevant documents of authorization (if any) as mentioned above must be delivered to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong; and for the holders of Company's unlisted shares, to the Company's office at Rooms 3-6, 6/F, No.3 West Building, The Towers at Oriental Plaza, No. 1 Dong Chang'an Avenue, Dongcheng District, Beijing, the PRC, not less than 24 hours before the time fixed for holding the AGM (i.e. no later than 10:00 a.m. on Monday, May 19, 2025) or any adjournment thereof. Completion and return of a proxy form will not preclude a Shareholder from attending and voting in person at the meeting if he/she so desires. In such event, his/her proxy form will be deemed to have been revoked.
8. 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 seal or under the hand of an officer, attorney or other person duly authorized to sign the same.
9. In the case of joint holders of any shares, any one of such joint holders may vote at the above Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. In the event, 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).
10. On a poll, every shareholder present in person or by proxy shall be entitled to one vote for each share registered in his name. The result of such poll shall be deemed to be the resolution of the Meeting at which the poll was so taken.
11. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

(i) "Personal Data" in these statements has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO").
(ii) The supply of your Personal Data to the Company and/or the Company's branch share registrar is on a voluntary basis and such data will be used for processing your instructions as stated in this Form of Proxy.
(iii) Your Personal Data will not be transferred to any third parties (other than the Company's branch share registrar) unless it is a requirement to do so by law, for example, in response to a court order or a law enforcement agency's request and will be retained for such period as may be necessary for our verification and record purposes.
(iv) You and your appointed proxy have the right to request access to and/or to correct the respective Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to the Hong Kong Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or PrivacyOfficer@computershare.com.hk.