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Shandong Gold Mining Co., Ltd. Proxy Solicitation & Information Statement 2025

Dec 8, 2025

50168_rns_2025-12-08_df0f5df6-4ba7-4837-b12b-80efbc27ca15.pdf

Proxy Solicitation & Information Statement

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SD-GOLD

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)

SUPPLEMENTAL PROXY FORM

FOR THE 2025 FIFTH EXTRAORDINARY GENERAL MEETING

I/We (Note 1)

of (Note 2) being the registered holder

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 2025 fifth 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 9:30 a.m. on Wednesday, 24 December 2025 (or at any adjournment thereof), and to vote for me/us at such meeting in respect of the resolution set out in the notice of the supplemental 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 supplemental circular of the Company dated 8 December 2025 (the "Supplemental Circular").

Ordinary Resolution (Note 5) For (Note 6) Against (Note 6) Abstain (Note 6)
2. To consider and approve the resolution regarding the estimated guarantee amount provided by Shanjin International (a controlling subsidiary of the Company) to its subsidiaries
  • Further details of the above resolution are set out in the Supplemental Circular.

Date: 2025

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 supplemental 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/her behalf at the EGM. The proxy need not be a shareholder of the Company. Any alteration made to this supplemental proxy form must be signed by the person who signs it.
  5. According to Article 86 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/her discretion.
  7. This supplemental proxy form must be signed by you or your attorney duly authorized in writing or, in the case of corporation, either under the common seal or under the hand of any director or attorney duly authorized in writing.
  8. This supplemental 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 or any adjournment thereof (i.e. before 9:30 a.m. on Tuesday, 23 December 2025).
  9. Proxies of holders of the Company's H Shares shall bring along this supplemental proxy form, instrument(s) for appointing a proxy (if applicable) and the proxies' identity cards or passports to attend the EGM.
  10. This supplemental 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. This supplemental proxy form is applicable to the resolution set out in the supplemental notice of 2025 fifth extraordinary general meeting dated 8 December 2025, and serves solely as a supplement to the original proxy form applicable to the EGM. This supplementary proxy form will not affect the validity of any original proxy form (the "original proxy form") completed by you for the resolution set out in the Original Notice dated November 17, 2025. This supplementary proxy form should be read in conjunction with the original proxy form.
  12. Any Shareholder entitled to attend and vote at the EGM shall be entitled to appoint one or more proxies (who need not be a Shareholder of the Company) to attend and vote on his/her behalf at the EGM. For the avoidance of doubt, if different proxies are appointed in the original proxy form and/or the supplementary proxy form to attend the EGM and more than one proxy attends the EGM at the same time, the voting instructions given by the proxy appointed in the original proxy form shall prevail. If you have validly appointed a proxy to attend the EGM on your behalf but do not properly complete and return a supplementary proxy form, your proxy will be entitled to vote on your behalf at your discretion on the supplementary resolutions set out in this supplementary notice. If you have not properly completed and returned the original proxy form but have properly completed and returned the supplementary proxy form and validly appointed a proxy to attend the EGM on your behalf, your proxy will have the right to vote on your behalf at your discretion on the resolutions set out in the Original Notice.