Tongguan Gold Group Limited — Proxy Solicitation & Information Statement 2018

Mar 28, 2018

(Incorporated in Bermuda with limited liability)

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(Stock Code: 00340)

Form of Proxy for the Special General Meeting to be held on Friday, 27 April 2018

I/We (1) of being the registered holder(s) of China Mining Resources Group Limited (the “Company”), HEREBY APPOINT of

ordinary shares (2) of HK$0.01 each in the capital of

or failing him, the Chairman of the Meeting (3) as my/our proxy to attend and vote for me/us at the special general meeting of the Company to be held at Room 1306, 13/F., Bank of America Tower, 12 Harcourt Road, Admiralty, Hong Kong on Friday, 27 April 2018 at 3:00 p.m. (or immediately after the conclusion or the adjournment of the annual general meeting of the Company to be held at the same venue and on the same day at 2:30 p.m.) or at any adjournment thereof (the “Meeting”) for the purpose of considering and, if thought fit, passing the resolution set out in the notice convening the Meeting dated 29 March 2018 (the “Notice”) and at such Meeting to vote for me/us and in my/our name(s) in respect of the resolution as indicated below.

ORDINARY RESOLUTION	ORDINARY RESOLUTION	ORDINARY RESOLUTION	ORDINARY RESOLUTION	FOR (4)	AGAINST (4)
1.	To approve the Share Consolidation (as defined in the notice of theMeetingdated 29 March 2018)
Dated this		day of	2018Signed(5)

Notes:

• (1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The name of all joint holders should be stated.

• (2) Please insert the number of ordinary shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the ordinary shares in the Company registered in your name(s).

• (3) Please insert the name and address of the proxy desired in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

• (4) IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolutions properly put to the Meeting other than that referred to in the Notice.

• (5) This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

• (6) In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company.

• (7) To be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

• (8) The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

• (9) Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish and in such event, this form of proxy shall be deemed to be revoked.

• For identification purposes only