Lingbao Gold : PROXY FORM FOR 2020 ANNUAL GENERAL MEETING

Lingbao Gold Group Company Ltd.

靈 寶 黃 金 集 團 股 份 有 限 公 司

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3330)

Proxy Form for 2020 Annual General Meeting

No. of shares to which this Proxy relates1

Type of shares (domestic shares or H shares of the

Company) to which this Proxy relates1

I/We2 of

of being the registered holder(s) of		domestic share(s)/H share(s)3 of Lingbao Gold Group Company Ltd.
(the ''Company'') HEREBY APPOINT the Chairman of the Annual General Meeting or4

of

as my/our proxy at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at the office of the Company at Hangu Road and Jiangshan Road Intersection, Lingbao, Henan, the People's Republic of China on Friday, 28 May 2021 at 9 : 00 a.m. for the purpose of considering and, if thought fit, passing the Ordinary Resolutions and Special Resolutions as set out in the Notice of Annual General Meeting dated 13 April 2021 and at the Annual General Meeting (or at any adjournment thereof) to vote on my/our behalf in respect of the resolutions as directed below:

RESOLUTIONS

For5

Against5

1. Ordinary Resolution No. 1 to consider and approve the report of the board of directors of the Company (the ''Board'') for the year 2020
2. Ordinary Resolution No. 2 to consider and approve the report of the supervisory committee of the Company for the year 2020
3. Ordinary Resolution No. 3 to consider and approve the audited consolidated financial statements of the Company and its subsidiaries and the auditors' reports for the year ended 31 December 2020
4. Ordinary Resolution No. 4 to consider and approve the following candidates as directors of the Company of the seventh session of the Board with a term of three years commencing from the conclusion of the AGM:

(a) to elect Mr. Zeng Xiangxin as an executive director of the Company;

(b) to elect Mr. Xing Jiangze as an executive director of the Company;

(c) to elect Mr. Dai Weitao as an executive director of the Company;

(d) to elect Mr. He Chengqun as an executive director of the Company;

(e) to elect Mr. Wu Liming as an executive director of the Company;

(f) to elect Mr. Zhang Feihu as a non-executive director of the Company;

(g) to elect Mr. Wang Guanran as a non-executive director of the Company;

(h) to elect Mr. Wang Guanghua as an independent non-executive director of the Company;

(i) to elect Mr. Wang Jiheng as an independent non-executive director of the Company.

(j) to elect Mr. Xu Rong as an independent non-executive director of the Company;

(k) to elect Mr. Tan Chong Huat as an independent non-executive director of the Company.

5. Ordinary Resolution No. 5 to consider and approve the following candidates as supervisors of the Company acting as Shareholders' representatives of the seventh session of the Supervisory Committee with a term of three years commencing from the conclusion of the AGM:

(a) to elect Mr. Guo Xurang as a supervisor acting as Shareholders' representative of the Company;

(b) to elect Mr. Zhao Bingbing as a supervisor acting as Shareholders' representative of the Company;

(c) to elect Mr. Liu Haotian as a supervisor acting as Shareholders' representative of the Company.

1. Ordinary Resolution No. 6 to authorise the Board to fix the remuneration of the directors and supervisors of the Company for the year 2020
2. Ordinary Resolution No. 7 to re-appoint KPMG as the Company's international auditors and KPMG Huazhen LLP as the Company's PRC auditors and to authorise the Board to fix their remuneration
3. Ordinary Resolution No. 8 to consider and approve any motion proposed by any shareholder of the Company holding 5% or more of the shares with voting rights at such meeting, if any

9. Special Resolution No. 1 to consider and approve the general mandate to issue new shares

10. Special Resolution No. 2 to consider and approve the proposal in relation to the grant of authorisation to the Board to issue debt financing instruments

Signed this

day of

2021.

Signature(s)

Holder(s) of domestic shares or H shares

Notes:

1. Please insert the number of domestic shares or H shares relates to this proxy form. If no number is inserted, this proxy form will be deemed to relate to all such shares in the capital of the Company registered in your name(s).
2. Full name(s) (in Chinese and English) and registered address(es) (as shown in the register of member(s)) to be inserted in BLOCK LETTERS.
3. Please delete as appropriate.
4. A proxy need not be a member of the Company. A holder of domestic shares or H shares is entitled to appoint a proxy to attend and, in the event of a poll, vote in his/her stead. If such an appointment is made, you may delete the words ''the Chairman of the Annual General Meeting or'' and insert the name and address of the person appointed as proxy in the space provided.
   ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
5. Please indicate with a ''H'' in the appropriate space how you wish the proxy to vote on your behalf on a poll. If this form is returned duly signed, but without any such indication, the proxy will vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Annual General Meeting other than those referred to in the Notice of the Annual General Meeting.
6. In the case of joint holders, the vote of the senior who tenders as vote, whether in person or by proxy or by representative, will be accepted to the execution of the votes of the other joint holder(s). For this purpose, seniority is determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.
7. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of corporation, must be under its common seal or under the hand of an officer or attorney duly authorised. If the proxy form is signed by your attorney, the written authorization or other authorisation documents of such attorney should be notarised.
8. In order to be valid, the proxy form must be deposited by hand or post, for holders of H shares of the Company, to the H shares registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong and, for holders of domestic shares of the Company, to the registered address of the Company not less than 24 hours before the time for holding the meeting or any adjournment thereof. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form.
9. Completion and delivery of the proxy form will not preclude you from attending and voting at the Annual General Meeting if you so wish.
10. The description of the resolutions is by way of summary only. The full text appears in the Notice of Annual General Meeting dated 13 April 2021.