ZHAOJIN MINING INDUSTRY COMPANY LIMITED* םږᘤٰุ΅Ϟࠢʮ̡

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

(Stock Code:1818)

FORM OF PROXY FOR 2017 ANNUAL GENERAL MEETING

Number of Shares to which this form of proxy relates (Note 2)

I/We (Note3)

of

being the holder(s) of Domestics Shares/H Shares (Note 4) in Zhaojin Mining Industry Company Limited

(the "Company"), hereby appoint the Chairman of the meeting or (Note5)

of

as my/our proxy(ies) to attend the 2017 Annual General Meeting (the "AGM") of the Company to be held at the conference room at Zhaojin Shunhe Hotel, Zhaoyuan City, Shandong Province, the People's Republic of China (the "PRC") at 9:00 a.m. on Friday, 8 June 2018 (Hong Kong time) 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 AGM as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.

ORDINARY RESOLUTIONS

FOR (Note 6)

AGAINST (Note 6)ABSTAIN (Note 6)

To consider and approve the following as ordinary resolutions:

(i) the report of the board of directors (the "Board") of the Company for the year ended 31 December 2017.

  • (ii) the report of the supervisory committee of the Company for the year ended 31 December 2017.

  • (iii) the audited financial report of the Company for the year ended 31 December 2017.

  • (iv) the proposal for the declaration and payment of final dividends for the year ended 31 December 2017.

  • (v) the proposal for the re-appointment of Ernst & Young and Ernst & Young Hua Ming LLP as the international auditor and the PRC auditor of the Company, respectively, for the year ended 31 December 2018, and to authorize the Board to fix their remuneration.

  • (vi) the proposal for the appointment of executive Directors and non-executive Directors Executive Directors

    • (a) Mr. Dong Xin

    • (b) Mr. Wang Ligang

    Non-executive Directors

    • (c) Mr. Liu Yongsheng

    • (d) Mr. Yao Ziping

  • (vii) the proposal for the appointment of shareholder representative supervisors

    • (a) Mr. Li Xiuchen

    • (b) Mr. Xie Xueming

SPECIAL RESOLUTIONS

To consider and approve the following as special resolutions:

  • (i) to grant a general mandate to the Board to exercise the power of the Company to allot, issue or deal with the domestic shares and H Shares of up to a maximum of 20% of the respective total number of Domestic Shares and H Shares in issue as at the date of passing this resolution.

  • (ii) to grant a general mandate to the Board to exercise the power of the Company to repurchase H shares of up to a maximum of 10% of the total number of H shares in issue as at the date of passing this resolution.

Dated this day of 2018

Signature (Note 7):

Notes:

1.

The full text of the resolutions is set out in the Notice of Annual General Meeting dated 23 April 2018.

2.

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 of the Company registered in your name(s).

3.

Please insert the full name(s) and address(es) as registered in the register of members of the Company in block letters.

4.

Please insert the number of Shares of the Company registered in your name(s) and delete as appropriate.

5.

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 of the Company. Any

alteration made to this form of proxy must be initialed by the person who signs it.

6.

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 wish to abstain from voting on any resolution, please put a tick in the box

marked "ABSTAIN" or insert the number of Shares held by you. The Shares abstained will not be counted in the calculation of the required majority. If no direction is given,

your proxy may vote as he/she thinks fit.

7.

This form of proxy must be signed by you or your attorney duly authorized 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 duly authorized. 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.

8.

If an 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 not to be carrying voting rights with respect to that resolution. In that event, this form of proxy will be deemed to have been revoked.

9.

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 that power of attorney or other authority must be delivered, for the H Shares Shareholders, to the Company's H Share registrar in Hong Kong, Computershare Hong Kong

Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time for holding the AGM; or for

the Domestic Shares Shareholders, to the registered address of the Company at No. 299 Jinhui Road, Zhaoyuan City, Shandong Province, the PRC not less than 24 hours before

the time appointed for the holding of the AGM.

10.

In the case of joint holders of shares of the Company, any one of such holders may vote at the AGM 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. A proxy need not be a Shareholder of the Company. In the event that a Shareholder appoints more than

one proxy to attend the meeting, such proxies may only exercise their voting rights in a poll.

11.

Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated 24 April 2018.

*

For identification purpose only

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Zhaojin Mining Industry Company Limited published this content on 23 April 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 23 April 2018 11:01:01 UTC