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

May 20, 2025

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)

PROXY FORM

FOR THE 2024 ANNUAL GENERAL MEETING

I/We (Note 1)

of (Note 2) being the shareholders of the Company

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 2024 annual general meeting of the Company (the "AGM") 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, 11 June 2025, and to vote for me/us at such meeting in respect of the resolutions set out in the notice of the AGM 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)	Against (Note 6)	Abstain (Note 6)
1.	To approve the 2024 Work Report of the Board of Directors (the “Board”)
2.	To approve the 2024 Work Report of the Supervisory Committee
3.	To approve the 2024 Work Report of the Independent Non-executive Directors
4.	To approve the 2024 Final Financial Report
5.	To approve the 2024 Annual Report and its extracts
6.	To approve the profit distribution proposal for 2024
7.	To approve the resolution regarding the Company proposing to the general meeting to authorize the Board to formulate and implement the 2025 interim dividend distribution plan
8.	To approve the investment plan for 2025
9.	To approve the resolution regarding the re-appointment of auditor for 2025
10.	To approve the resolution regarding the 2024 Appraisal Report on Internal Control
11.	To approve the resolution regarding the 2024 Sustainability Report
12.	To approve the resolution regarding the special report on the deposit and actual use of proceeds in 2024

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Ordinary Resolutions (Note 5)		For (Note 6)	Against (Note 6)	Abstain (Note 6)
13.	To approve the resolution regarding the Company's guarantee facility for the Hong Kong subsidiary for 2025
14.	To approve the resolution regarding the conducting of futures and derivatives transactions in 2025
15.	To approve the resolution regarding the conducting of gold leasing and hedging portfolio business in 2025
Special Resolution (Note 5)		For (Note 6)	Against (Note 6)	Abstain (Note 6)
16.	To approve the resolution on general mandate to issue H shares

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 the 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 AGM. 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 favor 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 favor 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 by hand, by post or by facsimile to the Company's H share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be) (i.e. before 9:30 a.m. on Tuesday, 10 June 2025).
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 AGM.
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 AGM in accordance with Note 9.