Ximei Resources Holding Limited — Proxy Solicitation & Information Statement 2025

Apr 16, 2025

XIMEI RESOURCES HOLDING LIMITED

稀美資源控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 9936)

PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 28 MAY 2025 (or at any adjournment thereof)

I/We,

of

(Note 1)

being the registered holder(s) of (Note 2) __________ shares of HK$0.01 each

in the capital of Ximei Resources Holding Limited (the "Company"), hereby appoint the chairman of the annual general meeting (the "AGM") of the Company

or (Note 3)

of

as my/our proxy(ies) to attend and act for me/us at AGM to be held at Room 1903, A3 Office Building, No. 290, Poly Metropolis, East Hanxi Avenue, Panyu District, Guangzhou City, Guangdong Province, the PRC on Wednesday, 28 May 2025 at 11:00 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

ORDINARY RESOLUTIONS (Note 4)		For (Note 5)	Against (Note 5)
1	To consider and approve the audited consolidated financial statements of the Group and the reports of the directors (the “Directors”) of the Company and auditor of the Company for the year ended 31 December 2024.
2	To re-elect Mr. Mao Zili as an executive Director and to authorise the board of Directors (the “Board”) to fix his remuneration.
3	To re-elect Ms. Ouyang Ming as a non-executive Director and to authorise the Board to fix her remuneration.
4	To re-elect Mr. Lau Kwok Fai Patrick as an independent non-executive Director and to authorise the Board to fix his remuneration.
5	To declare and pay a final dividend of HK$0.56 cents per share for the year ended 31 December 2024.
6	To re-appoint Ernst & Young as the auditor of the Company to hold office until the conclusion of the next annual general meeting, and to authorise the Board to fix their remuneration.
7	To grant a general mandate to the Directors to allot, issue and deal with (including any sale or transfer of treasury shares out of treasury) Shares of the Company not exceeding 20% of the issued share capital of the Company (excluding treasury shares, if any).
8	To grant a general mandate to the Directors to repurchase the Company’s Shares not exceeding 10% of the issued share capital of the Company (excluding treasury shares, if any).
9	To extend the general mandate granted to the Directors to allot, issue and deal with (including any sale or transfer of treasury shares out of treasury) Shares of the Company by the number of Shares repurchased by the Company.

Dated this date __ of __ 2025

Signature(s) (Note 6) __________

Notes:

1. Full name(s) (in Chinese or English) and address(es) (as shown in the register of members) are to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares in the Company registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares in the capital of the Company registered in your name(s).
3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE AGM WILL ACT AS YOUR PROXY.
4. The full text of these resolutions is set out in the notice of the AGM which is sent to the shareholders of the Company together with this form of proxy.
5. If you wish to vote for any of the resolutions set out above, please TICK (✓) in the boxes marked "FOR". If you wish to vote against any of the resolutions, please tick (✓) in the boxes marked "AGAINST". If this form of proxy returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote for or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote for or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those set out in the notice of the AGM.
6. To be valid, this form of proxy together with a 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 deposited at the offices of the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the AGM (i.e. not later than Monday, 26 May 2025 at 11:00 a.m.) or any adjournment thereof.
7. In the case of a joint holding, this form of proxy may be signed by any one joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, then the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.
8. A proxy attending the AGM on behalf of a shareholder must present this form of proxy, duly completed and signed, and the proxy's proof of identification.
9. This form of proxy is in duplicate. One of which should be lodged in accordance with the instruction under note 6 and the other shall be presented at the AGM in accordance with the instruction under note 8.
10. Completion and return of this proxy form will not preclude a member from attending and voting in person at the AGM or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
11. Any alteration made to this form of proxy should be initialed by the person who signs the form of proxy.
12. Unless the context requires otherwise, terms defined in the notice of the AGM shall bear the same meanings when used in this form of proxy.