Lingbao Gold Group Company Ltd. — Proxy Solicitation & Information Statement 2017

Feb 20, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Lingbao Gold Company Ltd. , you should at once hand this circular and the accompanying form of proxy and the reply slip to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

==> picture [57 x 45] intentionally omitted <==

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)

RE-ELECTION OF DIRECTORS PROPOSED CHANGE OF COMPANY NAME PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at 3rd floor of the registered office of the Company at Hangu Road and Jingshan Road Intersection, Lingbao, Henan, the PRC on Saturday, 8 April 2017 at 10:00 a.m. is set out on pages 12 to 13 of this circular. A reply slip and a form of proxy are also enclosed. Whether or not you are able to attend and/or vote at the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. In order to be valid, the proxy form must be deposited by hand and by post, for holders of H Shares of the Company, to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M 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 not less than 24 hours before the time appointed for taking the poll. 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. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the EGM or any adjournment thereof (as the case may be) if you so wish.

21 February 2017

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Appendix I — Details of Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix II — Proposed amendments to the Articles of Association . . . . . . . . .	10
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings respectively:

• “AoA Amendments”

• the proposed amendments to relevant articles in the Articles of Association, details of which are set out in this circular

• “Articles of Association” the Articles of Association of the Company

• “Board” the board of Directors

• “Change of Company Name”

• the proposed change of the Chinese name and English name of the Company, details of which are set out in this circular

• “Company”

• Lingbao Gold Company Ltd. (靈寶黃金股份有限公司), a joint stock limited company incorporated in the PRC with limited liability and the shares of which are listed on the main board of the Stock Exchange

• “Directors” the directors of the Company

• “EGM”

• the extraordinary general meeting of the Shareholders to be held on Saturday, 8 April 2017

• “Group”

• the Company and its subsidiaries

• “H Shares”

• overseas listed foreign shares in the ordinary share capital of the Company, with a nominal value of RMB0.20 each, which are listed on the Stock Exchange

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” The Hong Kong Special Administrative Region of the PRC

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “PRC”

• the People’s Republic of China, excluding, for the purpose of this circular only, the Hong Kong Special Administrative Region, the Macau Special Administrative Region, and Taiwan

• “RMB” Renminbi, the lawful currency of the PRC

• “Shareholders” the holder(s) of the shares of the Company

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

– 1 –

LETTER FROM THE BOARD

==> picture [57 x 44] intentionally omitted <==

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)

Executive Directors: Mr. Chen Jianzheng (Chairman) Mr. Wang Leo Ms. Zhou Xing Mr. Zhao Kun Mr. Xing Jiangze

Registered office: Hangu Road and Jingshan Road Intersection Lingbao Henan The PRC

Non-executive Director: Mr. Shi Yuchen

Independent Non-executive Directors: Mr. Yang Dongsheng Mr. Han Qinchun Mr. Wang Jiheng Mr. Wang Guanghua

Principal place of business in Hong Kong: Room 1902 MassMutual Tower 38 Gloucester Road Wanchai Hong Kong

21 February 2017

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS PROPOSED CHANGE OF COMPANY NAME PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you with information regarding the resolutions to be proposed at the EGM for (i) the re-election of Directors; (ii) the proposed Change of Company Name; and (iii) the proposed AoA Amendments. This circular together with the notice of EGM contain all information reasonably necessary to enable the Shareholders to make informed decisions as to whether to vote for or against the resolutions to be proposed at the EGM.

– 2 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTOR

According to Code Provision A.4.2 under the Code on Corporate Government Practices set out in Appendix 14 of the Listing Rules, all directors appointed to fill a casual vacancy should be subject to election by shareholders at the first general meeting after appointment. Ms. Zhou Xing (“ Ms. Zhou ”) and Mr. Wang Leo (“ Mr. Wang ”) were appointed by the Board on 23 December 2016 and Mr. Chen Jianzheng (“ Mr. Chen ”) and Mr. Zhao Kun (“ Mr. Zhao ”) were appointed by the Board on 23 January 2017, they shall retire and being eligible, offer him/her selves for re-election at the EGM.

Details of Directors are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

PROPOSED CHANGE OF COMPANY NAME

The Board announced on 14 February 2017 that it will put forward a proposal to the Shareholders at the EGM that the Chinese name of the Company be changed from “靈寶黃 金股份有限公司” to “靈寶黃金集團股份有限公司” and its English name from “Lingbao Gold Company Ltd.” to “Lingbao Gold Group Company Ltd.”, subject to the conditions set out below being fulfilled.

Conditions for the Change of Company Name

The Change of Company Name will be subject to the following conditions:

• (1) the approval by the Shareholders by way of special resolution at the EGM; and

• (2) any necessary approval of the relevant authorities in the PRC in relation to the Change of Company Name being obtained.

The relevant filing with the relevant authorities in the PRC will be made after the passing of the relevant special resolution at the EGM. Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect from the date of completion of the registration of change in company name with the relevant industry and commerce bureau in the PRC. The Company will then carry out all necessary filing procedures with the Companies Registry in Hong Kong.

Effect of the Change of Company Name

The proposed Change of Company Name will not affect any rights of the Shareholders or the Company’s daily business operation and its financial position. All existing share certificates in issue bearing the current name of the Company will, upon the Change of Company Name becoming effective, continue to be evidence of title to such shares and will remain valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for the exchange of the existing share certificates for new certificates bearing the new English and Chinese names of the Company. After the Change of Company Name becomes effective, new share certificates of the Company will be issued in the new name.

– 3 –

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board announced on 14 February 2017 that, a special resolution regarding the AoA Amendments will be proposed at the EGM, to reflect the Change of the Company Name and revising or adding certain terms in the Articles of Association. Details of such proposed amendments are set out in Appendix II.

The above AoA Amendments of the Company are subject to, and shall take effect only upon, the passing of the special resolutions at the EGM.

Upon the AoA Amendments becoming effective, the Company will carry out necessary filing procedures with the Company Registry in Hong Kong.

REASON FOR THE CHANGE OF COMPANY NAME AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board considers that the Change of Company Name will align with the Company strategic development and will provide the Company with a better identification and strengthen the Company’s corporate image. Accordingly, the Board believes that the Change of Company Name and the AoA Amendments is in the best interests of the Company and the Shareholders as a whole.

THE EGM

A notice convening the EGM to be held at 3rd floor of the registered office of the Company at Hangu Road and Jingshan Road Intersection, Lingbao, Henan, the PRC on Saturday, 8 April 2017 at 10:00 a.m. is set out on pages 12 to 13 of this circular.

A reply slip and a form of proxy are also enclosed.

Whether or not you are able to attend and/or vote at the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. In order to be valid, the 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, 17M 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 EGM or not less than 24 hours before the time appointed for taking the poll. 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. Completion and return of the proxy form will not preclude you from subsequently attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish.

If you intend to attend the EGM in person or by proxy, you are requested to complete the accompanying reply slip. In order to be valid, the completed and signed reply slip shall be delivered to the H shares registrar of the Company, Computershare

– 4 –

LETTER FROM THE BOARD

Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) or to the Company’s registered office address at Hangu Road and Jingshan Road Intersection, Lingbao, Henan, the PRC (for holders of domestic shares) on or before Friday, 17 March 2017. This reply slip may be delivered to Computershare Hong Kong Investor Services Limited or the Company by hand or by post.

Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in EGM Notice will be decided by poll. The results of the poll will be published on the websites of the Stock Exchange and the Company.

RECOMMENDATION

The Directors consider that (1) the re-election of Directors; (2) the proposed Change of the Company Name; and (3) the proposed AOA amendments are in the best interests of the Company and its Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote in favour of the resolution which to be proposed at the EGM.

Yours faithfully, For and on behalf of the Board of Directors Lingbao Gold Company Ltd. Chen Jianzheng Chairman

– 5 –

APPENDIX I

DETAILS OF DIRECTOR

The following are the particulars of the Directors (as required by the Listing Rules) to be elected at the EGM.

EXECUTIVE DIRECTORS

Mr. Chen Jianzheng

Mr. Chen, aged 48, is appointed as an executive director and chairman of the Company on 23 January 2017. Mr. Chen graduated in Hunan Agricultural University (land management) in July 1990 and later obtained the bachelor degree in law from Hunan Administration Institute in December 2003. Mr. Chen has served as deputy secretary of the party leadership and deputy chief of Zhenzhuang Town, Yuanling County, Hunan Province, in charge of listed company related work to Chenzhou Mining Company (辰州礦 業公司), during which he was responsible for the maintenance of the town and mine relationship and is very familiar with the management and operation of mining companies. He also has worked in the underground mine and smelter for more than one year and is very familiar with the mining, mineral separation and smelting process. Prior joining to the Company, he was a member of the party leadership and deputy chief of land and resources Bureau of Yuanling County in Hunan Province. He was in charge of mine management and reserve management and possesses very good management experience in mining industry. Later he was appointed as the party leadership and deputy chief of Hunan Jiemuxi National Nature Reserve Bureau Party committee (湖南借母溪國家級自然 保護區局黨委委員), mainly in charge of resources protection.

As at the date of this announcement, Mr. Chen does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 Laws of Hong Kong).

As at the date of this announcement, save as disclosed above, Mr. Chen (a) has no other relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company; (b) did not hold any directorship in other listed companies in the past three years; and (c) does not hold any other positions with the Company. The emolument of Mr. Chen will be determine by the remuneration committee of the Company with reference to the level of responsibility, experience, the Company’s performance and the market situation.

Other than those disclosed above, there are no other matters concerning Mr. Chen that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

Mr. Wang Leo

Mr. Wang, aged 51, is appointed as an executive director on 23 December 2016. He is primary engage in the daily operation and management of the Company. Mr. Wang graduated from Zhejiang Metallurgical Economics College (now renamed Jiaxing University) majoring in accounting in 1984. In 1991, He graduated in Nankai University majoring in law under the self-taught examinations. He graduated in New Zealand

– 6 –

APPENDIX I

DETAILS OF DIRECTOR

University of Canterbury majoring in accounting and finance and obtained a bachelor’s degree of commerce in 2001. He graduated in New Zealand University of Otago majoring in accounting and finance and obtained a postgraduate diploma in 2002. In 2003, he graduated in New Zealand University of Waikato majoring in accounting and obtained a master degree in business administration and later in 2005 he was a doctoral candidate of commerce in Australian National University majoring in corporation governance. Mr. Wang holds the Chinese lawyer qualification certificate, Chinese certified public accountant certificate (non-practising member), Chinese accountant qualification certificate and Shenzhen Stock Exchange qualification certificate of secretary to the board. Mr. Wang has over 30 years of experience in corporate finance management, corporate governance and accounting. Mr. Wang worked in the finance department of Sinosteel Corporation Tianjin Company as finance manager, he served as chief financial officer in Imerys Corporation (Ceramics Department in China) a company listed in Paris and Hunan Westralian Mining Company Limited. He also served as chief financial officer and secretary to the board in Hunan Li Shun Energy Technology Company Limited. Prior joining to the Company, he was a consultant for the Hunan Mining Association.

As at the date of this announcement, Mr. Wang does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 Laws of Hong Kong).

As at the date of this announcement, save as disclosed herein, Mr. Wang (a) has no other relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company; (b) did not hold any directorship in other listed companies in the past three years; and (c) does not hold any other positions with the Company. The emolument of Mr. Wang will be determine by the remuneration committee of the Company with reference to the level of responsibility, experience, the Company’s performance and the market situation.

Other than those disclosed above, there are no other matters concerning Mr. Wang that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

Ms. Zhou Xing

Ms. Zhou, aged 46, is appointed as an executive director on 23 December 2016. She is primary engage in the daily operation and management of the Company. Ms. Zhou studied in Hunan College of Finance and Economics majoring in international trade from 1988 to 1992 and obtained a bachelor degree. Later she obtained a master degree of finance from the same college in 1998. She continued her study in National University of Singapore School of Business from 2004 to 2006 and obtained a master degree in business administration. Ms. Zhou has over 20 years of experience in business management and corporate governance. Prior joining to the Company, she worked in Singapore Exchange Limited as vice president of the corporate and listing department from January 2008 to July 2011 and has been working in James & Hina Capital Management Company Limited as chief executive officer since July 2011. Ms. Zhou is the spouse of the chairman of the Company substantial shareholder.

– 7 –

APPENDIX I

DETAILS OF DIRECTOR

As at the date of this announcement, Ms. Zhou does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 Laws of Hong Kong).

As at the date of this announcement, save as disclosed above, Ms. Zhou (a) has no other relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company; (b) did not hold any directorship in other listed companies in the past three years; and (c) does not hold any other positions with the Company. The emolument of Ms. Zhou will be determine by the remuneration committee of the Company with reference to the level of responsibility, experience, the Company’s performance and the market situation.

Other than those disclosed above, there are no other matters concerning Ms. Zhou that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

Mr. Zhao Kun

Mr. Zhao, aged 54, is appointed as an executive director of the Company on 23 January 2017. Mr. Zhao obtained bachelor degree in Central South University of Mining and Metallurgy (Central South University) (中南礦冶學院(中南大學)) in relation to the geology of mineral prospecting and exploration, he is also a geological engineer, senior economist and senior gold investment analyst. Mr. Zhao is also the executive director of China Gold Association (中國黃金協會) and the vice chairman of the National Precious Metals Industry Committee (國家貴金屬產業委員會). From 1983 to 1993, Mr Zhao served as a geologist for the second geological group of Inner Mongolia Nonferrous Metals Bureau, head of comprehensive research group, and the director of production control office of the Inner Mongolia autonomous region of gold administration bureau. He is responsible for the geological prospecting, mine construction, production management and technical transformation and so on. He was also the general manager of Inner Mongolia Gold Mining Development Company. From 2002 to 2010, he was the managing director of Guangdong Gold Jewelry Company Limited (廣東省金粵金銀珠寶公司), concurrently he was the director of Guangdong Gaoyao Hetai gold mine (廣東高要河台金礦), the general manger of Guangdong gold trading centre and the deputy general manager of Guangdong gold company. He was responsible for the pre-approval of the production and development of gold mine and also participated in the major decision making and production of gold mine. Prior joining to the Company, Mr. Zhao was the general manager of the Tianjin International Mining Rights Exchange (天津國際礦業權交易所) and was responsible for the day-to-day management.

As at the date of this announcement, Mr. Zhao does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 Laws of Hong Kong).

As at the date of this announcement, save as disclosed above, Mr. Zhao (a) has no other relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company; (b) did not hold any directorship in other listed

– 8 –

APPENDIX I

DETAILS OF DIRECTOR

companies in the past three years; and (c) does not hold any other positions with the Company. The emolument of Mr. Zhao will be determine by the remuneration committee of the Company with reference to the level of responsibility, experience, the Company’s performance and the market situation.

Other than those disclosed above, there are no other matters concerning Mr. Zhao that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

– 9 –

APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The English version of this Appendix is an unofficial translation of its Chinese version prepared for reference only. In case of any discrepancy between the two versions, the Chinese version shall prevail.

The proposed amendments to the Articles of association are set out below:

1. Article 2 of the Articles of Association

Which originally reads as:

“The Company’s registered name in Chinese is 靈寶黃金股份有限公司; and Lingbao Gold Company Ltd. in English”

Is proposed to be amended as:

“The Company’s registered name in Chinese is 靈寶黃金集團股份有限公司; and Lingbao Gold Group Company Ltd. in English”

1. Article 11 of the Articles of Association

Which originally reads as:

“The term “officers” herein shall include Chairman and Vice Chairman of the Board of Directors, the Secretary of the Board, General Manager, Vice General Manager, Chief Financial Controller, Supervisors and Directors of the Board.”

Is proposed to be amended as:

“The term “officers” herein shall include Chairman and Vice Chairman of the Board of Directors, Executive Directors, the Secretary of the Board, General Manager, Vice General Manager and Chief Financial Controller.”

1. Article 20.4 of the Articles of Association

“the Company non promoter shareholding and shareholding ratio as following: 57,000,000 domestic shares of the Company held by Huibang Investment Development Company Limited, shareholding ratio: 7.40%; 37,698,784 domestic shares of the Company held by Shannan Wanlaixin Investment Limited Liability Company, shareholding ratio: 4.89%; 20,000,000 domestic shares of the Company held by Shandong Sanlin Cultural Media Company Limited, shareholding ratio: 2.60%.”

The existing Article 20.4 of the Articles of Association be deleted in its entirety.

– 10 –

APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. Article 112.5 of the Articles of Association

Which originally reads as:

“For any person appointed pursuant to these Articles to fill tentative director vacancy, the tenure in the capacity of director is effective only until the Company’s commencement of the following annual general meeting at which new director shall be re-elected.“

Is proposed to be amended as:

“For any person appointed pursuant to these Articles to fill casual vacancy, the tenure in the capacity of director is effective only until the Company’s commencement of the following annual general meeting at which new director shall be re-elected (The number of directors who fill casual vacancy of the board of directors in this clause shall not be contrary to the provisions of Article 63 (2) (a)).”

– 11 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [57 x 44] intentionally omitted <==

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)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of Lingbao Gold Company Ltd. (“ Company ”) will 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 (“ PRC ”) on Saturday, 8 April 2017 at 10:00 a.m. to consider and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

• (1) A. To re-elect Mr. Chen Jianzheng as an executive director of the Company.

• B. To re-elect Mr. Wang Leo as an executive director of the Company.

• C. To re-elect Ms. Zhou Xing as an executive director of the Company.

• D. To re-elect Mr. Zhao Kun as an executive director of the Company.

SPECIAL RESOLUTIONS

• (2) “THAT subject to and conditional upon the approval of the relevant authorities in the PRC, the Chinese name of the Company be changed from “靈 寶黃金股份有限公司” to “靈寶黃金集團股份有限公司” and its English name from “Lingbao Gold Company Ltd.” to “Lingbao Gold Group Company Ltd.”, and THAT the directors of the Company be and are hereby authorised to do all such acts, deeds and things and execute all documents they consider necessary or expedient to give effect to the aforesaid change of name of the Company.”

– 12 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (3) “THAT the amendments to the Articles of Association of the Company be and are hereby approved, and THAT the directors of the Company be and are hereby authorised to do all such acts, deeds and things and execute all documents they consider necessary or expedient to give effect to the aforesaid amendments to the Articles of Association of the Company.”

By order of the Board of Directors Lingbao Gold Company Ltd. Chen Jianzheng Chairman

Henan, the PRC, 21 February 2017

Notes:

1. The register of members of the Company will be closed from Friday, 10 March 2017 to Saturday, 8 April 2017 (both days inclusive), during which period no transfer of shares can be registered. In order to qualify for attending the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H shares registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares) or the registered office address of the Company (for holders of domestic shares), no later than 4:30 p.m. on Thursday, 9 March 2017.

2. Holders of domestic shares and H shares whose names appear on the H share register of members of the Company at the close of business on Friday, 10 March 2017 are entitled to attend and vote at the EGM and may appoint one or more proxies to attend and, in the event of a poll, vote on their behalves. A proxy need not be a member of the Company.

3. In order to be valid, the 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, 17M 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 not less than 24 hours before the time appointed for taking the poll. 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.

4. Shareholders or their proxies shall produce their identity documents when attending the meeting.

5. Shareholder who intends to attend the EGM should complete and return the reply slip and return it by hand or by post to the share registrar of the Company (for holders of H shares) or to the registered office address of the Company (for holders of domestic shares) on or before Friday, 17 March 2017.

6. The registered office address and contact information of the Company are as follows:

Hangu Road and Jingshan Road Intersection Lingbao Henan The People’s Republic of China Tel: 86 398 8862220 Fax: 86 398 8860166

1. The EGM is expected to be held for less than half a day. Shareholders attending the EGM shall bear their own travelling and accommodation expenses.

2. As at the date of this notice, the Board comprises five executive Directors, namely Mr. Chen Jianzheng, Mr. Wang Leo, Ms. Zhou Xing, Mr. Zhao Kun and Mr. Xing Jiangze; one non-executive Director, namely Mr. Shi Yuchen; and four independent non-executive Directors, namely Mr. Yang Dongsheng, Mr. Han Qinchun, Mr. Wang Jiheng and Mr. Wang Guanghua.

– 13 –