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

Feb 10, 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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, FEBRUARY 26, 2025

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

I/We(Note 2) _________ of ___________ (address)

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 Meeting, or(Note 4) ________ (name) of __________ (address) as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the "Meeting") to be held at 10:00 a.m. on Wednesday, February 26, 2025 at Conference Room, 6/F, No. 3 West Building, The Towers at Oriental Plaza, No. 1 Dong Chang'an Avenue, Dongcheng District, Beijing, PRC or at any adjournment thereof as indicated hereunder in respect of the resolution set out in the notice of the Meeting. In the absence of any indication, the proxy may vote at his/her own discretion. Unless the context requires otherwise, capitalized terms used herein shall have the same meanings as those defined in the circular of the extraordinary general meeting of the Company dated February 11, 2025 (the "EGM Circular").

SPECIAL RESOLUTIONS(Note 6)		FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
1.	In relation to the RSU Scheme:
1.1	To consider and approve the RSU Scheme; and
1.2	To consider and approve the Scheme Mandate Limit.
2.	To consider and approve the Authorization to the Board to Handle Matters relating to the RSU Scheme.

Date: _________
Signature(s) or Company Stamp(Note 7): ___________

Notes:

1. Please insert the number of shares registered in your name(s) to which this proxy form relates. If the number is inserted, this proxy form will be deemed to relate only to those shares. If no number is inserted, this proxy form will be deemed to relate to all shares of the Company registered in your name(s).
2. Please insert the full name(s) (in Chinese or English) and registered address as recorded in the register of members of the Company in BLOCK CAPITALS.
3. Please insert the number of shares registered in your name and to which the proxy relates in the space provided (delete where inapplicable). If the number is inserted, this proxy form will be deemed to relate only to the shares specified. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in your name.
4. If any proxy other than the Chairman of the Meeting of the Company is to be appointed, please delete the words "the Chairman of the Meeting, or" and insert the full name(s) and address(s) of the proxy to be appointed in the spaces provided. A Shareholder may appoint one or more proxies to attend and vote on his/her or and at the Meeting. A proxy does not need to be a Shareholder. Any alteration made to this proxy form must be initialed by the person who signs it.
5. Important: If you wish to vote for any resolution, please tick [n°] in the appropriate box marked “FOR” or write the relevant number of shares you wish to vote for. If you wish to vote against any resolution, please tick [n°] in the appropriate box marked “AGAINST” or insert the relevant number of shares you wish to vote against for. If you wish to abstain from voting on any resolution, please tick [n°] in the appropriate box marked “ABSTAIN” or insert the relevant number of shares that you wish to abstain. If no direction is given, your proxy may vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting. The shares in respect of which you abstain from voting will be counted in the calculation of the required majority in passing a resolution.
6. The full text of the resolution is set out in the EGM Circular. Any Shareholder who wishes to appoint a proxy shall refer to the EGM Circular.
7. A proxy shall be appointed by a Shareholder by a written instrument signed by the appointor or his/her attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of its legal representative or duly authorized attorney(s). If the written instrument is signed by an attorney of the appointor, the power of attorney or other documents of authorization of such attorney shall be notarized.
8. 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, Hopswell 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 EGM (i.e. 10:00 a.m. on Tuesday, February 25, 2025). 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.
9. A Shareholder or his/her proxy should produce proof of identity when attending the Meeting. Where a Shareholder is a legal person, the legal representative of that Shareholder or the person authorized by the Board of Directors or other governing body shall produce a copy of the resolution of the Board or other governing body of such Shareholder appointing such person to attend the Meeting.
10. In the case of joint registered holders of any shares, any one of such joint registered holders may attend and vote at the Meeting, either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto; but should more than one of such joint registered holders be present at the Meeting, either in person or by proxy, the vote of that one of them so present, whose name stands first on the register of members of the Company in respect of such shares shall be accepted to the exclusion of the votes of the other joint registered holder(s).

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this proxy form has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Cap 486 ("PDPO"), which includes your and your proxy's name and address.

Your and your proxy's Personal Data provided in this proxy form will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the Meeting. The supply of your and your proxy's Personal Data is on a voluntary basis. However, the Company may not be able to process your request unless you provide us with your and your proxy's Personal Data.

Your and your proxy's Personal Data will be disclosed or transferred to the Company's H Share Registrar and/or other companies or bodies for the purpose stated above, or when it is required 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 purpose.

By providing your proxy's Personal Data in this proxy form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/her Personal Data may be used.

You/your proxy have/has the right to request access to and/or correction of your/your proxy's Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy's Personal Data should be in writing by either of the following means:

By mail to: Hong Kong Privacy Officer
Computershare Hong Kong Investor Services Limited
17M Floor, Hopswell Centre, 183 Queen's Road East, Wanchai, Hong Kong

By email to: PrivacyOfficer@computershare.com.hk