China Daye Non Ferrous Metals Mining : Form of Proxy for use at the Special General Meeting to be held at Imperial Room I, Mezzanine Floor, Towers Wing, Royal Pacific Hotel, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong, on Monday, 11 November 2019 or any adjournment thereof

(Incorporated in Bermuda with limited liability)

(Stock Code: 00661)

Form of Proxy for use at the Special General Meeting to be held at Imperial Room I, Mezzanine Floor, Towers Wing, Royal Pacific Hotel,

China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong,

on Monday, 11 November 2019 or any adjournment thereof

I/We, (Note 1)

of

being the registered holder(s) of			ordinary
shares	(Note 2)	of	HK$0.05 each in the ordinary share	capital of China Daye Non-Ferrous Metals
Mining	Limited	(the	"Company"), HEREBY APPOINT THE	CHAIRMAN OF THE MEETING (Note 4)

or

of

as my/our proxy to attend the meeting (or any adjournment thereof) of the Company to be held at Imperial Room I, Mezzanine Floor, Towers Wing, Royal Pacific Hotel, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong, on Monday, 11 November 2019 at 10:00 a.m. for the purposes of considering and, if thought fit, passing the resolution as set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution set out in the notice of the meeting dated 25 October 2019 (the "Notice") (with or without amendments) as hereunder indicated or, if no such indication is given, as my/our proxy may think fit. Unless otherwise defined, capitalised terms used in this form of proxy shall have the same meanings as those defined in the circular of the Company dated 25 October 2019.

ORDINARY RESOLUTION*	FOR	AGAINST
(Notes 5 & 6)	(Notes 5 & 6)

1. To approve, confirm and ratify the Capital Contribution Agreement and the transactions contemplated thereunder.

Dated this

day of

2019.

Signature(s) (Note 7):

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of ordinary shares of 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 the ordinary shares of the Company registered in your name(s).
3. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. The proxy need not be a member of the Company but must attend the meeting in person to represent the member.
4. If any proxy other than the Chairman is preferred, strike out the words "THE CHAIRMAN OF THE MEETING" here inserted and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more ordinary shares may appoint more than one proxy to attend and vote on his/her/its behalf at the meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. 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(S) WHO SIGNS IT.
5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED "AGAINST". If no direction is given, your proxy will be entitled to vote or abstain as he thinks fit. Your proxy will be entitled to vote or abstain at his discretion on any resolution properly put to the meeting other than the resolution referred to in the Notice.
6. The resolution will be put to vote by way of poll at the meeting. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid ordinary share of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of ordinary shares in the appropriate box(es) above.
7. 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 executed under its common seal or under the hand of an officer or attorney or other person duly authorised.
8. 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, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding this meeting or the adjourned meeting.
9. 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 votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names of the joint holders stand in the Register of Members of the Company in respect of the joint holding.
10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting (or any adjournment thereof) and, in such event, the form of proxy shall be deemed to be revoked.

• The full text of the resolution is set out in the Notice.