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

Apr 28, 2025

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.

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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Laopu Gold Co., Ltd. (the "Company") will be held at Conference Room, 1/F, China World Hotel, No. 1 Jianguomenwai Avenue, Beijing, PRC at 10:00 a.m. on Tuesday, May 20, 2025 for the purposes of considering and, if thought fit, passing with or without modifications, the following resolutions as ordinary and special resolutions.

Unless otherwise specified, capitalized terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular of the Company dated April 29, 2025 (the "Circular").

Ordinary Resolutions

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.

---

1. To consider and approve the Company's profit distribution plan for the year ended December 31, 2024.

2. 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

1. 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.

2. 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.

Yours faithfully
By order of the Board
Laopu Gold Co., Ltd.
老鋪黃金股份有限公司
Xu Gaoming
Chairman and Executive Director

Hong Kong, April 29, 2025

Registered Address and Headquarters:
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

Principal place of business in Hong Kong:
19th Floor, Golden Centre
188 Des Voeux Road Central
Hong Kong

---

• 3 -

Notes:

(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxy(ies) to attend, speak and vote in his/her stead. The proxy does not need to be a shareholder of the Company.

(ii) Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

(iii) In order to be valid, the proxy form together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited with Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders) or 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 (for Unlisted Share Shareholders) as soon as practicable but in any event not less than 24 hours before the time appointed for holding the AGM (i.e. no later than Monday, May 19, 2025 at 10:00 a.m.), or any adjourned meeting thereof (as the case may be). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

(iv) For the purpose of determining the H Shareholders entitled to attend and vote at the AGM, the register of members of H Shares will be closed from Thursday, May 15, 2025 to Tuesday, May 20, 2025 (both days inclusive). The record date for determining the entitlement of the Shareholders to attend and vote at the AGM will be Tuesday, May 20, 2025. In order to qualify for the entitlement to attend and vote at the above AGM, the H Shareholders must lodge all transfer forms accompanied by the relevant H share certificates with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Wednesday, May 14, 2025.

(v) In respect of the resolution numbered 8 above, the directors of the Company wish to state that they have no immediate plans to issue any new shares of the Company referred therein. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.

(vi) In respect of resolution numbered 9 above, the directors of the Company wish to state that they will exercise the powers conferred by the repurchase mandate to repurchase shares of the Company in circumstances which they deem appropriate and for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix I to the Circular.

(vii) Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the above meeting.

As of the date of this notice, the Board comprises (i) Mr. Xu Gaoming, Mr. Feng Jianjun, Mr. Xu Rui and Mr. Jiang Xia as executive directors; and (ii) Mr. Sun Yijun, Dr. He Yurun and Mr. See Tak Wah as independent non-executive directors.