Lingbao Gold Group Company Ltd. — Proxy Solicitation & Information Statement 2015

May 18, 2015

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Lingbao Gold Company Ltd. 靈寶黃金股份有限公司

(A joint stock limited company incorporated in the People’s Republic of China) (Stock code: 3330)

Revised Proxy Form for 2014 Annual General Meeting

No. of shares to which this revised Proxy relates[1] Type of shares (domestic shares or H shares of the Company) to which this revised Proxy relates[1]

I/We[2]

of being the registered holder(s) of HEREBY APPOINT the Chairman of the Annual General Meeting or[4] of

domestic share(s)/H share(s)[3] of Lingbao Gold Company Ltd. (the “Company”)

as my/our proxy at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at 3rd floor of the registered office of the Company at Hangu Road and Jingshan Road intersection, Lingbao, Henan, the People’s Republic of China on Wednesday, 3 June 2015 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the Ordinary Resolutions and Special Resolutions as set out in the Notice of Annual General Meeting dated 17 April 2015 (the “AGM Notice”) and the Supplemental Notice of 2014 Annual General Meeting of the Company dated 19 May 2015 (the Supplemental “AGM Notice”) and at the Annual General Meeting (or at any adjournment thereof) to vote on my/our behalf in respect of the resolutions as directed below:

	1.
	2.
	3.
	4.
	5.
	6.	to authorise the Board to fix the remuneration of the directors and supervisors of the Company for the ye
	7.	to appoint and approve the appointment of auditors and to authorise the Board to fix their remuneration
	8.	to approve any motion proposed by any shareholder of the Company holding 5% or more of the shares with rights at such meeting, if any
			Special Resolutions
	1.		to approve the general mandate to issue new shares
	2.		to consider and appro	ve the amendments to the articles of association of the Company
	Signed t	his	day of	2015. Signature(s)

Notes:

1. Please insert the number of domestic shares or H shares relates to this revised proxy form. If no number is inserted, this revised proxy form will be deemed to relate to all such shares in the capital of the Company registered in your name(s).

2. Full name(s) (in Chinese and English) and registered address(es) (as shown in the register of member(s)) to be inserted in BLOCK LETTERS .

3. Please delete as appropriate.

4. A proxy need not be a member of the Company. A holder of domestic shares or H shares is entitled to appoint a proxy to attend and, in the event of a poll, vote in his/her stead. If such an appointment is made, you may delete the words “the Chairman of the Annual General Meeting or” and insert the name and address of the person appointed as proxy in the space provided. ANY ALTERATION MADE TO THIS REVISED PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .

5. Please indicate with a “�” in the appropriate space how you wish the proxy to vote on your behalf on a poll. If this form is returned duly signed, but without any such indication, the proxy will vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Annual General Meeting other than those referred to in the AGM Notice and the Supplemental AGM Notice.

6. In the case of joint holders, the vote of the senior who tenders as vote, whether in person or by proxy or by representative, will be accepted to the execution of the votes of the other joint holder(s). For this purpose, seniority is determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

7. This revised proxy form must be signed by you or your attorney duly authorised in writing or, in the case of corporation, must be under its common seal or under the hand of an officer or attorney duly authorised. If the revised proxy form is signed by your attorney, the written authorization or other authorisation documents of such attorney should be notarised.

8. In order to be valid, the revised proxy form must be deposited by hand or post, for holders of H shares of the Company, to the H shares registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong and, for holders of domestic shares of the Company, to the registered address of the Company not less than 24 hours before the time for holding the meeting or any adjournment thereof. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form.

9. Completion and delivery of the revised proxy form will not preclude you from attending and voting at the Annual General Meeting if you so wish.

10. The description of the resolutions is by way of summary only. The full text appears in the AGM Notice dated 17 April 2015 and the Supplemental AGM Notice dated 19 May 2015.

11. A shareholder of the Company who has not yet completed and returned the form of proxy as enclosed to the circular of the Company dated 17 April 2015 (the “First Proxy Form”) is requested to complete and return the revised form of proxy if you wish to appoint proxies to attend the AGM of the Company. In this case, the First Proxy Form should not be returned.

12. A shareholder of the Company who has already completed and returned the First Proxy Form properly should note that:

13. (a) if this revised form of proxy is not completed and returned properly or if the revised form of proxy is returned after 24 hours before the time fixed for holding the AGM, the First Proxy Form will be treated as a valid form of proxy returned by you if correctly completed . The proxy so appointed by you will be entitled to vote at his or her discretion or to abstain from voting on the revised resolutions properly put to the AGM; and

14. (b) if this revised form of proxy is completed and returned 24 hours before the time fixed for holding the AGM, this revised form of proxy will revoke and supersede the First Proxy Form previously returned by you . This revised form of proxy will be treated as a valid form of proxy returned by you if correctly completed.