Shandong Gold Mining Co., Ltd. — Proxy Solicitation & Information Statement 2011

Sep 16, 2011

LEE & MAN HOLDING LIMITED

理文集團有限公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 746)

Form of proxy for use at the extraordinary general meeting (and at any adjournment thereof) to be held on 11 October 2011 (“Extraordinary General Meeting”)

I/We [(Note][1)]

of

being the registered holder(s) of shares [(Note][2)] of HK$0.10 each in the share capital of Lee & Man Holding Limited (the “Company”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING [(Note][3)] or

of

as my/our proxy to vote and act for me/us and on my/our behalf at the Extraordinary General Meeting (and any adjournment thereof) of the Company to be held at 8th Floor, Liven House, 61-63 King Yip Street, Kwun Tong, Kowloon, Hong Kong on 11 October 2011 at 10:30a.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit (Note 4).

Capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 16 September 2011.

		SPECIAL RESOLUTION		FOR	AGAINST	AGAINST	AGAINST
	1.	Subject to and conditional upon approval of the Registrar	of Companies
		in the Cayman Islands, to approve the change of the	name of the
		Company from “Lee & Man Holding Limited” to “Lee &	Man Chemical
		Company Limited 理文化工有限公司” of which the Chinese name also
		replaces the existing Chinese name “理文集團有限公司” (which has been
		used by the Company for identification purposes only), and to authorise
		the directors of the Company to do all such acts and things and execute
		all documents that they consider necessary or expedient to give effect to
		the foregoing and to attend to any necessary registration and/or filing for
		and on behalf of the Company.

Dated this day of 2011 Signed

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out “THE CHAIRMAN OF THE MEETING or” here inserted and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to tick any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the Extraordinary General Meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorised to sign the same.

6. Every member of the Company entitled to attend and vote at the above meeting is entitled to appoint more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

7. In the case of joint holders of a share if more than one of such joint holder be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

8. To be valid, this form of proxy together with the power of attorney (if any) or other authority under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time for holding the Extraordinary General Meeting.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Extraordinary General Meeting if you so wish, in such event, the instrument appointing a proxy shall be deemed to be revoked.

10. for identification purposes only