ZHAOJIN MINING INDUSTRY COMPANY LIMITED*

招金礦業股份有限公司

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

(Stock Code: 1818)

FORM OF PROXY FOR 2020 FIRST EXTRAORDINARY GENERAL MEETING

Number of Shares to which this form

of proxy relates (Note 1)

I/We (Note 2)

of

being the holder(s) of

Domestics Shares/H Shares (Note 3) in Zhaojin Mining Industry Company Limited (the "Company"),

hereby appoint the Chairman of the meeting or

(Note 4)

of

as my/our proxy(ies) to attend the 2020 first extraordinary general meeting (the "EGM") of the Company to be held at the Company's conference room at No. 118 Wenquan Road, Zhaoyuan City, Shandong Province, the People's Republic of China (the "PRC") at 9:00 a.m. on Tuesday, 15 September 2020 or any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions set out in the notice of EGM as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.

SPECIAL RESOLUTIONS

FOR

AGAINST

(Note 5)

(Note 5)

To consider and approve the following as special resolutions:

  1. The proposed registration and issuance of Corporate Bonds of not more than RMB6.0 billion in the PRC and to grant authority to the Board to deal with such matters relating to the registration and issuance of the Corporate Bonds (as set out in the circular of the Company dated 31 August 2020).
  2. The proposed registration and issuance of Medium-term Notes of not more than RMB6.0 billion in the PRC and to grant authority to the Board to deal with such matters relating to the registration and issuance of the Medium-term Notes (as set out in the circular of the Company dated 31 August 2020).
  3. The proposed registration and issuance of Perpetual Medium-term Notes of not more than RMB6.0 billion in the PRC and to grant authority to the Board to deal with such matters relating to the registration and issuance of the Perpetual Medium-term Notes (as set out in the circular of the Company dated 31 August 2020).

4. The proposed amendments to the Articles of Association

  1. the proposed amendments to the Articles of Association as set out in the circular of the Company dated 31 August 2020 be approved; and
  2. any Director or the secretary to the Board be authorised to do all such acts or things and to take all such steps and to execute any documents as he or she considers necessary, appropriate or expedient to give effect to the proposed amendments to the Articles of Association, including but not limited to seeking the approval of the same and arranging for its registration and filing with the relevant government authorities in the PRC and Hong Kong.

Dated this

day of

2020

Signature (Note 6) :

Notes:

  1. Please insert the number of Shares registered in your name(s) to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those Shares. If no number is inserted, the form of proxy will be deemed to relate to all Shares registered in your name(s). If you intend to appoint more than one proxy, you shall complete a proxy form for each of the proxies, and specify the number of your Shares in the Company represented by such proxies in each of the proxy forms, and under such circumstance, such proxies may only vote in accordance with their authorised number of Shares in a poll.
  2. Please insert the full name(s) and address(es) as registered in the register of members of the Company in block letters.
  3. Please insert the number of Shares registered in your name(s) and delete as appropriate.
  4. If any proxy other than the chairman of the meeting of the Company is preferred, please strike out the words "the Chairman of the meeting or" and insert the name of the proxy desired in the space provided. A Shareholder may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a Shareholder. Any alteration made to this form of proxy must be initialed by the person who signs it.
  5. Important: If you wish to vote for any resolution, please put a tick in the box marked "FOR" or insert the number of Shares held by you. If you wish to vote against any resolution, please put a tick in the box marked "AGAINST" or insert the number of Shares held by you. If you are entitled to two or more votes, you and your proxy(ies) need not cast all your votes in the same manner. In this circumstance, you should insert the number of relevant Shares held by you in the boxes marked "FOR" or "AGAINST", provided that the total number of Shares inserted in the boxes marked "FOR" and "AGAINST" shall not exceed the "Number of Shares to which this proxy form relates" inserted by you in accordance with note 1. If no direction is given, or if the total number of Shares inserted in the boxes marked "FOR" and "AGAINST" is less than the "Number of Shares to which this proxy form relates" inserted by you in accordance with note 1, your proxy(ies) may vote as he/she thinks fit.
  6. 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 the legal representative (if applicable), a director, an officer duly authorised or an attorney duly appointed. In case of joint holders, this form of proxy must be signed by the member whose name stands first in the register of members of the Company. If such proxy form is signed by other person on behalf of the appointer pursuant to a power of attorney or other authority, a copy of such power of attorney or other authority under which it is signed shall be notarially certified.
  7. If no clear instruction is given in this proxy form, and the attending Shareholder or proxy casts a vote of abstention or abstains from voting in respect of a resolution, the Share(s) represented by that Shareholder or proxy will be deemed as votes abstained and will not carry voting rights with respect to that resolution.
  8. To be valid, this form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of such power of attorney or other authority must be delivered no later than 9:00 a.m. on Monday, 14 September 2020, to (i) the Company's share registrar for H Shares in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares); or (ii) to the registered address of the Company at No. 299 Jinhui Road, Zhaoyuan City, Shandong Province, the PRC (for holders of Domestic Shares).
  9. In the case of joint holders of Shares, any one of such holders may vote at the EGM either in person or by proxy in respect of such Shares as if he/she was solely entitled thereto. However, if more than one of such joint holders are present at the meeting in person or by proxy, then one of such holders whose name stands first in the register of members of the Company shall alone be entitled to vote.
  10. If any proxy other than the chairman of the meeting of the Company is appointed to attend the meeting, such proxy(ies) shall produce his/their personal identification documents when attending the meeting.
  11. The description of the resolutions is by way of summary only. Please refer to the notice or the circular of the EGM dated 31 August 2020 for the full text of the resolutions.
  12. Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 31 August 2020.
  • For identification purpose only

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Zhaojin Mining Industry Company Limited published this content on 30 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2020 10:19:05 UTC