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Laopu Gold Co., Ltd. Proxy Solicitation & Information Statement 2026

Apr 16, 2026

50990_rns_2026-04-16_f20de907-983b-43f4-9cc9-b296c7beb34f.pdf

Proxy Solicitation & Information Statement

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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 FRIDAY, MAY 8, 2026

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

I/We $^{(Note2)}$

of being the registered holder(s) of __ unlisted share(s)/H share(s) $^{(Note3)}$ of Laopu Gold Co., Ltd. (the "Company"). HEREBY APPOINT THE CHAIRMAN OF THE MEETING. or $^{(Note4)}$

of as my/our proxy to attend and act for me/us at the Annual General Meeting (and any adjournment thereof) of the Company to be held at Grand Ballroom, Grand Hyatt Beijing at Beijing Oriental Plaza No. 1 Dong Chang'an Avenue, Dongcheng District, Beijing, PRC on Friday, May 8, 2026 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. In the absence of any indication, the proxy may vote at his/her own discretion.

ORDINARY RESOLUTIONS(Note 6) FOR(Note 5) AGAINST(Note 5) ABSTAIN(Note 5)
1. To consider and approve the annual report for the year ended December 31, 2025.
2. To consider and approve the report of the board of directors of the Company for the year ended December 31, 2025.
3. To consider and approve the report of the independent non-executive Directors of the Company for the year ended December 31, 2025.
4. To consider and approve the report of the supervisory committee of the Company for the year ended December 31, 2025.
5. To consider and approve the remuneration of the Directors for the year ending December 31, 2026.
6. To consider and approve the Company's profit distribution plan for the year ended December 31, 2025.
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(Note 6) FOR(Note 5) AGAINST(Note 5) ABSTAIN(Note 5)
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 dated April 17, 2026 (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.
10. To consider and approve the proposed amendments to the Articles of Association.

Date: 2026

Signature(s) $^{(Note7)}$:

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 stead 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 [a] 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 [a] 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 [a] 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 Annual General Meeting Circular. Any Shareholder who wishes to appoint a proxy shall refer to the Annual General Meeting Circular.
  7. A proxy shall be appointed by a Shareholder by a written instrument signed by the appointee 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 appointee, 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, Companeshare 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 3/4, 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 Annual General Meeting (i.e. no later than 10:00 a.m. on Thursday, May 7, 2026). 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

(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 Companeshare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or [email protected].