China Metal Resources Utilization : Form of proxy for use at the Extraordinary General Meeting to be held on 18 June 2021 (and adjournment thereof)

CHINA METAL RESOURCES UTILIZATION LIMITED

中 國 金 屬 資 源 利 用 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1636)

Form of proxy for use at the Extraordinary General Meeting

to be held on 18 June 2021 (and adjournment thereof)

I/We

of

being the registered holder(s) of

share of HK$0.1 each

in the share capital of the China Metal Resources Utilization Limited (the ''Company''), HEREBY APPOINT the Chairman of the Extraordinary General

Meeting or

of

as my/our proxy to attend the Extraordinary General Meeting (and any adjournment thereof) of the Company to be held at Unit 02-03, 44/F., Cosco Tower, 183 Queen's Road Central, Hong Kong on 18 June 2021 immediately following the conclusion (or adjournment) of the annual general meeting of the Company to be held on the same day and at the same place at 11:00 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 (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as indicated below.

ORDINARY RESOLUTIONS#

FOR

AGAINST

• 1. To approve, ratify and confirm the repurchase agreement (the ''Repurchase Agreement'') dated

  9 November 2020 entered into between (i) Fuqing Zhongjin Nonferrous Metal Materials Co., Ltd.* (福清中金有色金屬材料有限公司) (''Fuqing Zhongjin''), an indirect wholly-owned subsidiary of the Company, as seller, and (ii) Sichuan Xijiulong Investment Co., Ltd.* (四川省 西九龍投資有限公司) (''Sichuan Xijiulong'') as buyer, in relation to the 25% equity interest in Sichuan Jin Xunhuan E-commerce Trading Co., Ltd.* (四川金循環電子商務有限公司) (''Relevant Interest''), pursuant to which Fuqing Zhongjin conditionally agreed to sell and transfer, and Sichuan Xijiulong conditionally agreed to purchase the Relevant Interest pursuant to the put option granted under the equity transfer agreement dated 25 October 2017 entered into between Fuqing Zhongjin and Sichuan Xijiulong, and to authorize any one or more directors of the Company to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary, desirable or expedient in connection with the performance of the rights and/or obligations under the Repurchase Agreement and the transactions contemplated thereunder.

• Full text of the resolutions are set out in the notice of the Extraordinary General Meeting of the Company dated 22 April 2021. * for identification purpose only

Dated this

day of

2021.

Signature(s):

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares of the Company registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the 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 of the meeting is preferred, please strike out the words ''the Chairman of the Extraordinary General Meeting or'' 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 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 EXTRAORDINARY GENERAL MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (''P'') THE BOX MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (''P'') THE BOX MARKED ''AGAINST''. Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
6. All resolutions 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 authorised representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote need not use all his/her votes or cast all the votes he/she uses in the same way and in such case, please state the relevant number of 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. 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 stand in the Register of Members of the Company in respect of the joint holding.
9. 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 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 48 hours before the time fixed for holding this meeting or any adjourned meeting.
10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting and, in such event, the form of proxy shall be deemed to be revoked.
11. The full text of the resolution appears in the notice of the Extraordinary General Meeting of the Company dated 22 April 2021.