Shandong Gold Mining Co., Ltd. — Proxy Solicitation & Information Statement 2020

Dec 9, 2020

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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 2020 SIXTH EXTRAORDINARY GENERAL MEETING

I/We [(Note][1)]

of

of [(Note][3)]

(Note 2) being the registered holder 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 2020 Sixth 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 Wednesday, 30 December 2020, and to vote for me/us at such meeting in respect of the resolutions 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)	For (Note 6)	For (Note 6)	Against (Note 6)	Against (Note 6)	Against (Note 6)	Abstain (Note 6)	Abstain (Note 6)	Abstain (Note 6)
	1.	Resolution on the remunerations of the directors,		special advisor
		to the	Board, supervisors, senior management of	the Company
	2.	Resolution on the entering into of the comprehensive service
		framework agreement and confirmation of the caps of continuing
		connected transactions during the years of 2021 to 2023
		Ordinary Resolutions (by way of cumulative voting) (Note 11)				Cumulative VotingPlease fill in the number of votes					_(Note _	11)
	3.	3.00	Resolution on the election of the non-independent
			directors of the sixth session of the Board
		3.01	Li Guohong
		3.02	Wang Lijun
		3.03	Wang Xiaoling
		3.04	Liu Qin
		3.05	Wang Shuhai
		3.06	Tang Qi
	4.	4.00	Resolutionontheelectionofthe	independent
			non-executive directors of the sixth session of the Board
		4.01	Wang Yunmin
		4.02	Liew Fui Kiang
		4.03	Zhao Feng
	5.	5.00	Resolutionontheelectionofthe	shareholders’
			supervisors of the sixth session of the Supervisory
			Committee
		5.01	Li Xiaoping
		5.02	Luan Bo

Signature [(Note][7)] :

2020

Date:

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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 .

2. Please insert the number of shares registered in your name(s) to which this 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).

3. 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.

4. According to Article 108 of the Articles of Association, 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.

5. 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.

6. 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.

7. 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, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 24 hours before the time appointed for holding the EGM (i.e. before 9:00 a.m. on Tuesday, 29 December 2020) or any adjournment thereof.

8. 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.

9. 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.

11. IMPORTANT: IN RESPECT OF THE RESOLUTIONS NO. 3.01 TO NO. 3.06, RESOLUTIONS NO. 4.01 TO NO. 4.03 AND RESOLUTIONS NO. 5.01 TO NO. 5.02, CUMULATIVE VOTING SYSTEM WILL BE ADOPTED IN CARRYING OUT THE VOTING AND THE COUNTING OF VOTING RESULTS REGARDING THESE RESOLUTIONS. PLEASE FILL IN THE “CUMULATIVE VOTING” COLUMN WITH THE CUMULATIVE VOTING YOU WISH TO CAST FOR CERTAIN CANDIDATE(S) FOR DIRECTOR/ SHAREHOLDERS’ SUPERVISORS. Set out below are instructions illustrating the voting method using cumulative voting system in respect of Resolutions No. 3.01 to No. 3.06, Resolutions No. 4.01 to No. 4.03 and Resolutions No. 5.01 to No. 5.02. Please fill in your intention of voting in accordance with the following instructions:

• (i) (a) in relation to Resolutions No. 3.01 to No. 3.06, for every share held by you, you will have the same number of votes which equals the number of non-independent directors to be elected. For example, if you are holding 1 million shares and 6 directors are to be elected at the EGM, the aggregate number of votes which you will have will be 6 million (i.e. 1 million shares x 6 = 6 million votes) for the voting of Resolutions No. 3.01 to No. 3.06;

  • (b) in relation to Resolutions No. 4.01 to No. 4.03, for every share held by you, you will have the same number of votes which equals the number of independent non-executive directors to be elected. For example, if you are holding 1 million shares and 3 independent non-executive directors are to be elected at the EGM, the aggregate number of votes which you will have will be 3 million (i.e. 1 million shares x 3 = 3 million votes) for the voting of Resolutions No. 4.01 to No. 4.03;

  • (c) in relation to Resolutions No. 5.01 to No. 5.02, for every share held by you, you will have the same number of votes which equals the number of shareholders’ supervisors to be elected. For example, if you are holding 1 million shares and 2 shareholders’ supervisors are to be elected at the EGM, the aggregate number of votes which you will have will be 2 million (i.e. 1 million shares x 2 = 2 million votes) for the voting of Resolutions No. 5.01 to No. 5.02.

• (ii) you may cast all your votes on one candidate or cast any portion of your votes on different candidates in any combination. Please fill in the number of votes you wish to cast for certain candidate(s) in the “Cumulative Voting” column. For example, if you are holding 1 million shares, the total number of your votes regarding Resolutions No. 3.01 to No. 3.06 is 6 million. You may choose to cast the 6 million votes equally amongst the 6 candidates, or to cast all your 6 million votes on one candidate, or cast 2 million votes on candidate A, 1.5 million votes on candidate B, 1 million votes on candidate C, 1 million votes on candidate D, 0.5 million votes on candidate E and 0 vote on candidate F, etc. The same will apply to the voting of Resolutions No. 4.01 to No. 4.03 and Resolutions No. 5.01 to No. 5.02, respectively.

• (iii) when the total number of your votes, representing the total number of shares held by you multiplied by the total number of directors and shareholders’ supervisors to be elected, are used up after voting for a candidate or certain candidates, you will have no votes remaining to be cast on other candidates. The total number of votes you cast on the candidates shall not exceed the aggregate number of votes to which you are entitled.

• (iv) please note that when the total number of votes you cast on one candidate or different candidates exceeds the total number of votes to which you are entitled, you shall modify the total number of votes cast by you. Otherwise, all the votes cast by you shall be deemed invalid; when the total number of votes you cast on one candidate or different candidates is less than the total number of votes to which you are entitled, such voting shall be valid and the uncast votes shall be regarded as abstaining votes. For example, if you are holding 1 million shares, the total number of your votes regarding Resolutions No. 3.01 to No. 3.06 is 6 million, (a) if you fill in “6 million votes” in the “ Cumulative Voting” column under candidate A, you have used up all the votes to which you are entitled regarding the voting of Resolutions No. 3.01 to No. 3.06, which results in you having no votes remaining to be cast for the other 5 candidates for non-independent directors. Should you fill in the “Cumulative Voting” column under the other 5 candidates with any number of votes (other than 0), all the votes you cast, including the votes you cast for candidate A and the other 5 candidates, shall be invalid; or (b) if you fill in “3 million votes” in the “Cumulative Voting” column under candidate A, “2 million votes” in the “Cumulative Voting” column under candidate B and “0 vote” in the “Cumulative Voting” column under other 4 candidates, the 5 million votes cast by you shall be valid and the remaining 1 million votes uncast shall be regarded as abstaining votes. The same will apply to the voting of Resolutions No. 4.01 to No. 4.03 and Resolutions No. 5.01 to No. 5.02, respectively.

• (v) please note that if you mark a “✓” and also fill in number of votes cast in the “Cumulative Voting” column under certain candidate(s), such number of votes filled in shall prevail for the counting of votes; if you mark a “✓” without filling in number of votes cast in the “Cumulative Voting” column under certain candidate(s), it shall be deemed that you have cast all your votes to a certain candidate or allocated all your votes to certain candidates equally. For the avoidance of doubt, you are not required to mark “✓” in the “ Cumulative Voting” column in respect of Resolutions No. 3.01 to No. 3.06, Resolutions No. 4.01 to No. 4.03 and Resolutions No. 5.01 to No. 5.02; instead, you should fill in the “Cumulative Voting” column with the number of votes you wish to cast for certain candidate(s).

• (vi) all ballot paper that is not completed, wrongly completed, illegible or uncast shall be deemed as abstention of voting rights and such voting shall be deemed as invalid.

• (vii) when the total number of votes cast on a certain candidate is more than half of the total number of shares held by all shareholders attending the EGM (before being cumulated), the candidate in question shall be regarded to have been elected. Where the number of elected directors/shareholders’ supervisors at the EGM is less than the number of directors/shareholders’ supervisors required to be elected, the second round of voting will be required for election of the remaining directors/shareholders’ supervisors until the number of directors/shareholders’ supervisors required to be elected is fulfilled.

• (viii) when the second round of election is held pursuant to paragraph (vii) above, the calculation of cumulative votes shall be based on the number of directors/shareholders’ supervisors to be elected in the second round of election.

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