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

Jan 24, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Shandong Gold Mining Co., Ltd. , you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

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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)

1) PROPOSED PROVISION OF GUARANTEE FOR THE FINANCING OF A WHOLLY-OWNED SUBSIDIARY IN HONG KONG 2) NOTICE OF 2019 SECOND EXTRAORDINARY GENERAL MEETING

A notice convening the 2019 second extraordinary general meeting (the “ EGM ”) of Shandong Gold Mining Co., Ltd. (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 Wednesday, 13 March 2019 is set out on pages 8 to 9 of this circular.

A proxy form and the reply slip for use in connection with the EGM are enclosed herewith. The reply slip and the proxy form are also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company’s website (http://www.sdhjgf.com.cn).

Any shareholder(s) of the Company (the “ Shareholders ”) entitled to attend and vote at the EGM are entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company. If you intend to appoint a proxy to attend the EGM and vote on your behalf, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return it by hand, by post or by facsimile 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 (for H Shareholders only) as soon as possible and in any event not later than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be) (i.e. before 9:00 a.m. on Tuesday, 12 March 2019). Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment hereof should you so wish. Any Shareholder(s) who intend to attend the EGM in person or by proxy should complete, sign and return the reply slip in accordance with the instructions printed thereon on or before Wednesday, 20 February 2019.

24 January 2019

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			ii
Letter from the Board		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Appendix I	—	Overseas Regulatory Announcement of the Company in relation
		to provision of guarantee for the financing of a wholly-owned
		subsidiary in Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix II	—	Notice of 2019 Second Extraordinary General Meeting . . . . . . . . .	8

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DEFINITIONS

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

• “Articles of Association”

the articles of association of the Company, as amended from time to time;

• “Board”

the board of Directors of the Company;

• “Company”

Shandong Gold Mining Co., Ltd. (山東黃金礦業股份有限 公司), a joint stock company incorporated in the PRC under the laws of the People’s Republic of China with limited liability on 31 January 2000, the H shares and A shares of which are listed on the main board of The Hong Kong Stock Exchange Limited (Stock Code: 1787) and the Shanghai Stock Exchange (Stock Code: 600547) respectively;

• “Directors” the directors of the Company;

• “EGM”

the extraordinary general meeting of the Company to be held at 9:00 a.m. on 13 March 2019 at the conference room of the Company, Building No.3, Shuntai Plaza, Shunhua Road No. 2000, Jinan, Shandong Province, the PRC;

• “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time;

• “PRC” the People’s Republic of China;

• “Prospectus”

The prospectus being issued by the Company in connection with the Hong Kong public offering dated 14 September 2018;

• “SDG Hong Kong” Shandong Gold Mining (Hong Kong) Co., Limited (山東黃 金礦業（香港）有限公司), incorporated in Hong Kong on 27 February 2017 with limited liability and a wholly-owned subsidiary of our Company;

“Shanghai Listing Rules” the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (上海證券交易所股票上市規則) as amended supplemented or otherwise modified from time to time;

• “Shareholders” the shareholders of the Company; and

“Veladero Mine” The Veladero Mine located in the high Andes Cordillers of central western Argentina. Details of which are set out in “Appendix IV-Competent Person’s Report-RPA Report” to the Prospectus.

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LETTER FROM THE BOARD

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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)

Directors

Mr. Li Guohong (Chairman and Non-executive Director) Mr. Li Tao (Vice-Chairman and Executive Director)

• Mr. Wang Peiyue (Executive Director)

• Mr. Tang Qi (Executive Director)

• Mr. Wang Lijun (Non-executive Director)

Registered office and headquarters in the PRC

Building No.3, Shuntai Plaza Shunhua Road No. 2000 Jinan, Shandong Province PRC

• Ms. Wang Xiaoling (Non-executive Director)

• Mr. Gao Yongtao (Independent Non-executive Director)

Principal place of business in Hong Kong

• Ms. Hui Wing (Independent Non-executive Director)

• Mr. Lu Bin (Independent Non-executive Director)

Rooms 4009-4010 40th Floor China Resources Building No. 26 Harbour Road Hong Kong

To the Shareholders

Dear Sir or Madam,

1) PROPOSED PROVISION OF GUARANTEE FOR THE FINANCING OF A WHOLLY-OWNED SUBSIDIARY IN HONG KONG 2) NOTICE OF 2019 SECOND EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the overseas regulatory announcement of the Company dated 24 January 2019 in relation to the proposed provision of guarantee by the Company (the “ Guarantee ”) for the financing of SDG Hong Kong (the “ Announcement ”), a wholly-owned subsidiary of the Company in Hong Kong. The purpose of this circular is to issue the notice of EGM and provide you with all reasonably necessary information to enable you to make an informed decision as to the resolution to be proposed at the EGM.

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LETTER FROM THE BOARD

PROPOSED PROVISION OF GUARANTEE FOR THE FINANCING OF SDG HONG KONG

As mentioned in the Announcement and the Prospectus, SDG Hong Kong held 50% interest in the Veladero Mine located in Argentina. For operation capital needs, SDG Hong Kong proposed to apply to China Development Bank Hong Kong Branch for a loan in an amount of US$200 million for a term of one year (the “ Loan ”). The Company proposed to provide the Guarantee for the Loan.

For further details of the Guarantee and the Loan, please refer to the Announcement, a copy of which is annexed as Appendix I to this circular.

IMPLICATION UNDER THE HONG KONG LISTING RULES

The Guarantee and the Loan are not required to be subject to reporting, announcement and independent Shareholders’ approval requirements under the Hong Kong Listing Rules. According to the Shanghai Listing Rules and the Articles of Association, the Guarantee has to be submitted to the EGM for consideration and approval. As the Guarantee to be provided by the Company is subject to Shareholders’ approval under the Shanghai Listing Rules, the information regarding the Guarantee contained in this circular is not prepared in accordance with Chapter 14 or Chapter 14A of the Hong Kong Listing Rules but only prepared to provide information for the Shareholders.

An ordinary resolution will be proposed at the EGM to seek for approval of the provision of Guarantee by the Company for SDG Hong Kong.

EGM

The EGM is 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 Wednesday, 13 March 2019. The notice of the EGM is set out in Appendix II to this circular.

Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a Shareholder. If you intend to appoint a proxy to attend the EGM and vote on your behalf, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return it, by hand, by post or by facsimile, 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 (for H Shareholders only) as soon as possible and in any event not later than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be) (i.e. before 9:00 a.m on Tuesday, 12 March 2019). Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish.

If you intend to attend the EGM in person or by a proxy, you are requested to complete and sign the reply slip in accordance with the instructions printed thereon and return it to the correspondence address of the Company at Building No. 3, Shuntai Plaza, Shunhua Road No. 2000, Jinan, Shandong Province, PRC (Attention: the office of the Board of the Company) on or before Wednesday, 20 February 2019.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

For the purpose of ascertaining the Shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 11 February 2019 to Wednesday, 13 March 2019, both dates inclusive, during which period no transfers of Shares will be effected.

In order to qualify to attend and vote at the EGM, all transfer instruments accompanied by the relevant share certificates must be lodged by holders of H shares with the Company’s H Share Registrar, namely, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 8 February 2019.

VOTING

Pursuant to Rule 13.39(4) of the Listing Rules and Article 119 of the Articles of Association, unless the chairman makes a decision in the spirit of honesty and credibility and agrees that the resolutions on relevant procedures or administrative matters shall be voted on by show of hands, voting for a general meeting shall be held by ballot.

Pursuant to Article 111 of the Articles of Association, Shareholders (including proxies) shall exercise their voting rights according to the number of voting shares they represent, with one vote for each share. Pursuant to Article 120 of the Articles of Association, on a poll taken at a meeting, a shareholder (including proxy) entitled to two or more votes need not cast all his votes in the same way.

RECOMMENDATION

The Directors are of the view that the proposed resolution at the EGM is fair and reasonable and in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By order of the Board Shandong Gold Mining Co., Ltd. Li Guohong

Chairman

Jinan, the PRC, 24 January 2019

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OVERSEAS REGULATORY ANNOUNCEMENT OF THE COMPANY IN RELATION TO PROVISION OF GUARANTEE FOR THE FINANCING OF A WHOLLY-OWNED SUBSIDIARY IN HONG KONG

APPENDIX I

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

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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)

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Set out below is the announcement in relation to provision of guarantee for the financing of a wholly-owned subsidiary in Hong Kong published by Shandong Gold Mining Co., Ltd. (the “ Company ”) on the website of the Shanghai Stock Exchange at www.sse.com.cn, for information purpose only.

By order of the Board Shandong Gold Mining Co., Ltd. Li Guohong Chairman

Jinan, the PRC 24 January 2019

As at the date of this announcement, the executive directors of the Company are Mr. Wang Peiyue, Mr. Tang Qi and Mr. Li Tao; the non-executive directors of the Company are Mr. Li Guohong, Mr. Wang Lijun and Ms. Wang Xiaoling; and the independent non-executive directors of the Company are Mr. Gao Yongtao, Ms. Hui Wing and Mr. Lu Bin.

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OVERSEAS REGULATORY ANNOUNCEMENT OF THE COMPANY IN RELATION TO PROVISION OF GUARANTEE FOR THE FINANCING OF A WHOLLY-OWNED SUBSIDIARY IN HONG KONG

APPENDIX I

Stock Code: 600547

Stock Abbreviation: Shandong Gold

SHANDONG GOLD MINING CO., LTD. ANNOUNCEMENT ON PROVISION OF GUARANTEE FOR THE FINANCING OF A WHOLLY-OWNED SUBSIDIARY IN HONG KONG

The Company and all members of the board of directors of the Company warrant the truthfulness, accuracy and completeness of the contents of the announcement and accept responsibility severally for any false statement, misleading representation or material omission contained in this announcement.

Important Notes:

• Name of the guaranteed entity: Shandong Gold Mining (Hong Kong) Co., Limited

• Amount of the guarantee and the accumulated balance of the actual guarantee provided: The amount of guarantee shall be no more than US$210 million. As at the date of this announcement, the accumulated balance of the actual guarantee amount provided by the Company is US$410 million.

• Counter-guarantee: None

• Aggregated amount of overdue external guarantees: The Company has no aggregated amount of overdue guarantees.

I. OVERVIEW OF THE GUARANTEE

Shandong Gold Mining (Hong Kong) Co., Limited (“ SDG Hong Kong ”) is a wholly-owned subsidiary of Shandong Gold Mining Co., Ltd. (the “ Company ”) established in Hong Kong and the entity in charge of implementation of the acquisition of the Veladero gold mine project in Argentina for the Company. In order to solve the operating capital requirements, SDG Hong Kong proposed to apply to China Development Bank Hong Kong Branch (“ CDB Hong Kong Branch ”) for an operation capital loan in an amount of US$200 million for a financing term of one year. The Company proposed to provide guarantee for the abovementioned overseas loan of SDG Hong Kong.

At the sixteenth meeting of the fifth session of the board of directors of the Company convened on 24 January 2019, the Proposal Regarding Provision of Guarantee by the Company for the Financing of a Wholly-owned Subsidiary in Hong Kong was considered and approved, the abovementioned guarantee provided by the Company was approved and the management of the Company was authorised to proceed with obtaining relevant regulatory approval and conducting instrument execution procedures arising out of and in connection with the provision of the guarantee.

The proposal is subject to consideration and approval at the general meeting of the Company.

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OVERSEAS REGULATORY ANNOUNCEMENT OF THE COMPANY IN RELATION TO PROVISION OF GUARANTEE FOR THE FINANCING OF A WHOLLY-OWNED SUBSIDIARY IN HONG KONG

APPENDIX I

II. BASIC INFORMATION ON THE GUARANTEE

Company name: Shandong Gold Mining (Hong Kong) Co., Limited

Place of registration: Hong Kong, the PRC

Registered capital (paid-up): RMB30 million

Scope of business: trade, investment, holding, consulting services, etc.

As at 31 December 2017, the total assets, total liabilities and net assets of SDG Hong Kong amounted to RMB10,246,321,600, RMB10,133,314,200 (of which, bank borrowings amounted to RMB6,795,568,000 and total current liabilities amounted to RMB759,878,900) and RMB113,007,400, respectively. In 2017, the accumulated sales revenue was RMB1,729,702,900 and the net profit was RMB85,489,900 (the above financial data has been audited).

As at 30 June 2018, the total assets, total liabilities and net assets of SDG Hong Kong amounted to RMB10,238,776,000, RMB10,153,412,000 (of which, bank borrowings amounted to RMB6,894,497,200 and total current liabilities amounted to RMB1,125,419,900) and RMB85,364,000, respectively. In the period from January to June 2018, the accumulated sales revenue was RMB1,301,343,000 and the net profit was RMB-27,973,200 (the above financial data has not been audited).

III. MAIN CONTENTS OF THE GUARANTEE AGREEMENT

SDG Hong Kong will enter into a “Contract on Issuing a Letter of Guarantee” (開立保函合同) with China Development Bank Shandong Branch (“ CDB Shandong Branch ”), in which CDB Shandong Branch shall issue a letter of guarantee regarding a maximum compensation amount of US$210 million for the overseas loan in an amount of no more than US$200 million owed by SDG Hong Kong to CDB Hong Kong Branch. The Company, as the counter-guarantor, and the CDB Shandong Branch, entered into the Contract on Counter-guarantee for the Contract on Issuing a Letter of Guarantee by China Development Bank (Guarantee) 《國家開發銀行開立保函合同反擔保合同（保證）》( ) in relation to provision of a counter-guarantee for the abovementioned letter of guarantee issued by CDB Shandong Branch.

Scope of the counter-guarantee: The Company shall provide counter-guarantee to CDB Shandong Branch for the repayment of the guarantee amount, fees, compensation, damages and all other payables under the “Contract on Issuing a Letter of Guarantee” and the abovementioned letter of guarantee by SDG Hong Kong.

Assurance responsibility method: The Company shall provide assurance to CDB Shandong Branch within the scope of the guarantee on a joint liability basis.

Guarantee period: The guarantee period of the counter-guarantee shall be three years from the date of expiry of the performance period of each debt under the Contract on Issuing a Letter of Guarantee and the abovementioned letter of guarantee.

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OVERSEAS REGULATORY ANNOUNCEMENT OF THE COMPANY IN RELATION TO PROVISION OF GUARANTEE FOR THE FINANCING OF A WHOLLY-OWNED SUBSIDIARY IN HONG KONG

APPENDIX I

IV. OPINIONS OF THE BOARD OF DIRECTORS

SDG Hong Kong, as the entity in charge of implementation of the acquisition of the Veladero gold mine project in Argentina for the Company, applied to an overseas financial institution for a loan in order to expand its business development. To support the development of SDG Hong Kong, the Company approved to provide the abovementioned guarantee for the financing of SDG Hong Kong. SDG Hong Kong, as a wholly-owned subsidiary of the Company, has capability to withstand risks and is under the control of the Company. The financial risk involved in provision of guarantee for SDG Hong Kong is within the control of the Company. The provision of guarantee by the Company for SDG Hong Kong to the extent of the abovementioned limit and term will not prejudice the legitimate rights and interests of the Company and minority shareholders of the Company.

V. OPINIONS OF INDEPENDENT DIRECTORS

The independent directors have conducted a prudent verification on relevant matters concerning the Company’s provision of guarantee for its wholly-owned subsidiary SDG Hong Kong and concluded that the provision of guarantee for SDG Hong Kong, as a wholly-owned subsidiary of the Company, to satisfy the operating capital requirements of the overseas subsidiary is in the interest of the Company as a whole. The contents and decision-making procedures of the guarantee are in compliance with the Rules Governing the Listing of Shares on the Shanghai Stock Exchange, Standardized Operation of Listed Companies 《上市公司規範運作指引》( ) and other relevant laws, regulations, normative documents as well as the Articles of Association of the Company, without prejudice to the legitimate rights and interests of public shareholders. Accordingly, the independent directors of the Company have approved the provision of guarantee by the Company to its subsidiary.

VI. ACCUMULATED AMOUNT OF EXTERNAL GUARANTEES AND AMOUNT OF OVERDUE GUARANTEES

As at the date of this announcement, the accumulated amount of external guarantees provided by the Company and its controlled subsidiaries is US$500 million (excluding the amount of this guarantee) and the balance of loans for which guarantee has been actually provided is US$410 million. The Company has no overdue guarantee.

Announcement is hereby made.

The board of directors Shandong Gold Mining Co., Ltd. 24 January 2019

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NOTICE OF 2019 SECOND EXTRAORDINARY GENERAL MEETING

APPENDIX II

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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)

NOTICE OF 2019 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 Second Extraordinary General Meeting (“ EGM ”) of Shandong Gold Mining Co., Ltd. (the “ Company ”) will 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 Wednesday, 13 March 2019 for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

1. To approve the provision of guarantee for the financing of a wholly-owned subsidiary in Hong Kong.

By order of the Board Shandong Gold Mining Co., Ltd. Li Guohong Chairman

Jinan, the PRC 24 January 2019

As at the date of this notice, the executive directors of the Company are Mr. Wang Peiyue, Mr. Tang Qi and Mr. Li Tao; the non-executive directors of the Company are Mr. Li Guohong, Mr. Wang Lijun and Ms. Wang Xiaoling; and the independent non-executive directors of the Company are Mr. Gao Yongtao, Ms. Hui Wing and Mr. Lu Bin.

Notes:

1. All holders of H Shares whose names appear on the register of members of the Company on Monday, 11 February 2019 are entitled to attend the EGM and should bring along their identity cards or passports when attending the EGM. Holders of the Company’s H Shares should note that the register of members of the Company will be closed from Monday, 11 February 2019 to Wednesday, 13 March 2019 (both dates inclusive) during which period no transfers of H Shares will be effected. All transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in respect of H Shares, namely Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 8 February 2019. Holders of H Shares who intend to attend the EGM should deliver reply slip for attending the EGM, a copy of each of the shareholding document(s), copies of their identity cards or passports (with the pages showing the names of such shareholders), by hand, by post or by facsimile, to the correspondence address of the Company at Building No.3, Shuntai Plaza, Shunhua Road No. 2000, Jinan, Shandong Province, the PRC (Attention: The office of the Board of the Company) on or before Wednesday, 20 February 2019. The record date and arrangements in respect of the holders of A Shares of the Company who are entitled to attend the EGM will be determined and announced separately in the PRC.

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NOTICE OF 2019 SECOND EXTRAORDINARY GENERAL MEETING

APPENDIX II

1. Any shareholder entitled to attend and vote at the EGM is entitled to appoint a proxy or more proxies (who need not be a shareholder of the Company) to attend the EGM and vote thereat in his stead. For any shareholder who appoints more than one proxy, the voting right can only be exercised by his/her proxies on a poll.

2. Any shareholder who intends to appoint a proxy to attend the EGM shall put it in writing, with the proxy form to be signed by the appointer or his attorney duly authorized in writing. If the appointor is a corporation, the proxy form must be affixed with its common seal, or signed by any of its directors or attorney duly authorized in writing. If the proxy form is signed by an attorney authorized by the appointer, the power of attorney or other authorization documents must be notarially certified. The notarially certified power of attorney or other authorization documents together with the proxy form 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 (for H shareholders only) not later than 24 hours before the time appointed for the holding of the EGM (i.e. before 9:00 a.m. on Tuesday, 12 March 2019). Completion and return of the proxy form will not affect the rights of the shareholders to attend and vote at the EGM in person.

3. 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.

4. According to Article 108 of the Articles of Association, an ordinary resolution shall be passed by more than half of the votes cast by the shareholders (including proxies) present at the general meeting, while a special resolution shall be passed by more than two-thirds of the votes cast by the shareholders (including proxies) present at the general meeting.

5. Directors, supervisors and senior management of the Company and the witnessing lawyers and other relevant personnel employed by the Company will attend the EGM.

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