Shandong Gold Mining Co., Ltd. — Proxy Solicitation & Information Statement 2019

Jun 21, 2019

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SHANDONG GOLD MINING CO., LTD. 山東黃金礦業股份有限公司

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1787)

PROXY FORM FOR THE 2019 THIRD EXTRAORDINARY GENERAL MEETING

I/We[(] [Note][1][)]

( Note 2 ) being the registered holder H shares in Shandong Gold Mining Co., Ltd. (the “ Company ”) HEREBY

of

of[(] [Note][3][)] H shares in Shandong Gold Mining Co., Ltd. (the “ Company ”) HEREBY APPOINT [(Note][4)] THE CHAIRMAN OF THE MEETING or (correspondence address: ) as my/our proxy to attend and act for me/us at the 2019 Third Extraordinary General Meeting (the “ EGM ”) of the Company to be held at the conference room of the Company, Building No. 3, Shuntai Plaza, Shunhua Road No. 2000, Jinan, Shandong Province, the PRC at 9:00 a.m. on Monday, 12 August 2019, and to vote for me/us at such meeting in respect of the resolution set out in the notice of the EGM in the manners as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

		Ordinary Resolutions (Note 5)		For (Note 6)		Against (Note 6)		Abstain (Note 6)
	1. To consider and approve the resolution on the Company’s acquisition of
	100% equity interest of SD Gold Capital Management Co., Ltd. (山金金
	控資本管理有限公司).
	2. To consider and approve the resolution on the estimated new daily
	connected transactions of the Company after the acquisition of the
	equity interest of SD Gold Capital Management Co., Ltd. (山金金控資
	本管理有限公司).
		Special Resolutions (Note 5)
	3. To consider and approve the amendment of the Company’s Articles of
	Association.
	4. To consider and approve the general mandate to issue H Shares.

Date:

2019 Signature[(] [Note][7][)] :

Notes:

1. Please insert full name(s) (both in Chinese and English) as recorded in the register of members of the Company in BLOCK LETTERS .

2. Please insert address(es) as recorded in the register of members of the Company in BLOCK LETTERS .

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

4. If any proxy other than the Chairman of the meeting of the Company is preferred, please strike out “THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in the space provided. A shareholder is entitled to appoint one or more proxies to attend and vote on his behalf at the EGM. The proxy need not be a shareholder of the Company. Any alteration made to this proxy form must be signed by the person who signs it.

5. According to Article 108 of the Articles of Associations, to adopt an ordinary resolution, votes representing more than one half of the voting rights represented by the shareholders (including proxies) present at the meeting must be exercised in favour of the resolution for it to be passed; to adopt a special resolution, votes representing more than two-thirds of the voting rights represented by the shareholders (including proxies) present at the meeting must be exercised in favour of the resolution for it to be passed.

6. Important: If you wish to vote for any resolution, place a “✓” in the box marked “For”. If you wish to vote against any resolution, place a “✓” in the box marked “Against”. If you wish to abstain from voting on any resolution, place a “✓” in the box marked “Abstain”. The shares abstained will be counted in the calculation of the required majority. Failure to complete the box will entitle your proxy to vote on your behalf at his discretion.

7. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under the common seal or under the hand of any director or attorney duly authorised in writing.

8. This proxy form, together with any power of attorney or other authority (if any), under which it is signed or a notarially certified copy of such power or authority, must be delivered to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof (i.e. before 9:00 a.m. on Sunday, 11 August 2019).

9. Proxies of holders of the Company’s H shares shall bring along the proxy form, instrument(s) for appointing a proxy (if applicable) and the proxies’ identity cards or passports to attend the EGM.

10. This proxy form should be completed in duplicate. One counterpart should be delivered to the Company’s H Share Registrar in accordance with Note 8; the other counterpart should be produced by the proxy at the EGM in accordance with Note 9.