Shandong Gold Mining Co., Ltd. — Proxy Solicitation & Information Statement 2024

Mar 27, 2024

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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 2024 THIRD 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 2024 third extraordinary general meeting (the “ EGM ”) of the Company to be held at the conference room of the Company, No. 2503, Jingshi Road, Licheng District, Jinan, Shandong Province, the PRC at 10:00 a.m. on Wednesday, 17 April 2024 (or at any adjournment thereof), 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 March 2024 (the “ Circular ”).

		Ordinary Resolutions (Note 5) For (Note 6)	Against (Note 6) Abstain (Note 6)
	1.	To consider and approve the resolution on the conduct of derivatives trading business by controlled subsidiaries of Yintai Gold (a controlled subsidiary of the Company).
	2.	To consider and approve the resolution on estimated guarantee amount provided by Yintai Gold (a controlled subsidiary of the Company) to its subsidiaries.
	* Date:	Further details of the above resolutions are set out in the Circular. 2024 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 this proxy form relates. If no such number is inserted, this 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 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 authorized in writing or, in the case of a corporation, either under the common seal or under the hand of any director or attorney duly authorized 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 24 hours before the time appointed for holding the EGM (i.e. before 10:00 a.m. on Tuesday, 16 April 2024) or any adjournment thereof (as the case may be).

9. Proxies of holders of the Company’s H Shares shall bring along this 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.