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

Oct 27, 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 FIFTH 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 Fifth 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 Friday, 13 November 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.

Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 28 October 2020 (the “ Circular ”).

		SPECIAL RESOLUTIONS (Note 5)	For (Note 6)	For (Note 6)		Against (Note 6)	Against (Note 6)			Abstain (Note 6)	Abstain (Note 6)
1.00.		To consider and individually approve the following resolutions
		in relation to approving the grant of the Specific Mandate to
		the Directors to issue the New H Shares and the listing of the
		New H Shares on the Stock Exchange pursuant to the Proposal
		and the Scheme
1.01.		Types and Nominal Value of Shares to be Issued
1.02.		Method and Time of Issuance
1.03.		Target Subscribers and Method of Subscription
1.04.		Size of Issuance
1.05.		Share Exchange Ratio
1.06.		Arrangement relating to the Accumulated Undistributed
		Profits
1.07.		Place of Listing
1.08.		Validity Period of the Resolution
2.		To consider and approve the proposal as set out under the
		section headed “13. PROPOSAL IN RELATION TO THE
		GRANTING OF AUTHORISATION TO THE BOARD WITH
		FULL AUTHORITY TO DEAL WITH THE ISSUE OF AND
		THE LISTING OF THE NEW H SHARES ON THE STOCK
		EXCHANGE” of the Circular
		ORDINARY RESOLUTION
3.		To consider and approve the proposal as set out under the
		section headed “14 PROPOSAL IN RELATION TO REPORTS
		ON THE USE OF PROCEEDS FROM PREVIOUS
		ISSUANCE” of the Circular

• Further details of the above resolutions are set out in the Circular.

Signature [(Note][7)] :

2020

Date:

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 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).

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 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.

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, 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 Thursday, 12 November 2020) or any adjournment thereof.

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.