(1) PROPOSAL FOR GENERAL MANDATE TO ISSUE NEW SHARES;(2) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR;(3) PROPOSED DISTRIBUTION OF 2023 FINAL DIVIDEND;(4) PROPOSED APPOINTMENT OF AUDITOR ANDDETERMINATION OF AUDITOR'S FEEFOR THE YEAR 2024AND(5) NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken you should consult your stockbroker or other licensed securities dealer bank manager solicitor professional accountant or other professional advisers.If you have sold or transferred all your shares in Huaibei GreenGold Industry Investment Co. Ltd.* (淮北绿金产 业投资股份有限公司) (the “Company”) you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.淮北绿金产业投资股份有限公司 (Huaibei GreenGold Industry Investment Co. Ltd.*) (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2450) (1) PROPOSAL FOR GENERAL MANDATE TO ISSUE NEW SHARES; (2) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR; (3) PROPOSED DISTRIBUTION OF 2023 FINAL DIVIDEND; (4) PROPOSED APPOINTMENT OF AUDITOR AND DETERMINATION OF AUDITOR’S FEE FOR THE YEAR 2024 AND (5) NOTICE OF ANNUAL GENERAL MEETING Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definitions” in this circular.A letter from the Board is set out on pages 3 to 9 of this circular. A notice convening the AGM to be held at GreenGold’s Corporate Conference Room No. 18 Suixi North Road Xiangshan District Huaibei City Anhui Province the PRC on Tuesday 25 June 2024 at 9:00 a.m. is set out on pages AGM-1 to AGM-6 of this circular.Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder. In order to be valid the proxy form for the AGM must be deposited by hand or by post for holders of H shares of the Company to the H share registrar of the Company Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong and for holders of domestic shares of the Company to the headquarters in the PRC of the Company not less than 24 hours before the time for holding the AGM (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.The English text of this circular shall prevail over the Chinese text in case of any inconsistency.* For identification purpose only 4 June 2024CONTENTS Page DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . AGM-1 – i –DEFINITIONS In this circular unless otherwise defined or the context otherwise requires the following expressions have the following meanings: “AGM” the annual general meeting of the Company to be convened and held at GreenGold’s Corporate Conference Room No. 18 Suixi North Road Xiangshan District Huaibei City Anhui Province the PRC on Tuesday 25 June 2024 at 9:00 a.m. notice of which is set out on pages AGM-1 to AGM-6 of this circular and any adjournment thereof “Articles of Association” the articles of association of the Company as amended modified or otherwise supplemental from time to time “Board” the board of Directors of the Company “Company” Huaibei GreenGold Industry Investment Co. Ltd.* (淮北 绿金产业投资股份有限公司) a joint stock company established in the PRC with limited liability whose H Shares are listed and traded on the Stock Exchange (stock code: 2450) “CSRC” China Securities Regulatory Commission (中国证券监督 管理委员会) “Director(s)” director(s) of the Company “Domestic Share(s)” ordinary share(s) issued by the Company with a nominal value of RMB1.00 each which are subscribed for and paid up in Renminbi by PRC nationals and/or PRC- incorporated entities “General Mandate” the general unconditional mandate to be granted by Shareholders to the Directors to allot and issue new domestic shares and/or H shares of the Company representing up to 20% of each of the total number of the Domestic Shares and/or H Shares as the case may be that are issued and outstanding as at the date of the resolution to grant the general mandate “Group” the Company and its subsidiaries – 1 –DEFINITIONS “H Share(s)” overseas listed foreign shares in the share capital of our Company with nominal value of RMB1.00 each which are listed on the main board of the Stock Exchange “HK$” Hong Kong dollars the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Latest Practicable Date” 3 June 2024 being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended modified or otherwise supplemental from time to time “PRC” The People’s Republic of China which shall for the purpose of this circular excludes Hong Kong the Macau Special Administrative Region of the PRC and Taiwan “RMB” Renminbi the lawful currency of the PRC “Share(s)” the Domestic Share(s) and the H Share(s) of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.* For identification purpose only – 2 –LETTER FROM THE BOARD淮北绿金产业投资股份有限公司 (Huaibei GreenGold Industry Investment Co. Ltd.*) (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2450) Executive Directors: Registered Office and Headquarters Mr. Liu Yong (Chairman) in the PRC: Mr. Qin Jiapeng 4/F Shuangchuang Service Centre Mr. Zhao Song No. 3 Taobo Road Ms. Lu Junzhe Song Tuan Town Lieshan District Huaibei City Independent non-executive Directors: Anhui Province Mr. Gao Wei PRC Mr. Liu Chaotian Ms. Xing Mengwei Principal place of business in Hong Kong: 5/F Manulife Place 348 Kwun Tong Road Kowloon Hong Kong 4 June 2024 To the Shareholders Dear Sir or Madam (1) PROPOSAL FOR GENERAL MANDATE TO ISSUE NEW SHARES; (2) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR; (3) PROPOSED DISTRIBUTION OF 2023 FINAL DIVIDEND; (4) PROPOSED APPOINTMENT OF AUDITOR AND DETERMINATION OF AUDITOR’S FEE FOR THE YEAR 2024 AND (5) NOTICE OF ANNUAL GENERAL MEETING I. INTRODUCTION The purpose of this circular is to provide the Shareholders with information on among other things the following resolutions to be put forward at the AGM: (i) the proposed grant of the General Mandate to issue new Shares; (ii) the proposed appointment of executive Director; (iii) the proposed distribution plan and declaration of 2023 Final Dividend; (iv) the proposed appointment of auditor and determination of auditor’s fee for the year 2024; and (v) other matters contained in the notice of AGM so that the Shareholders may make an informed decision on voting in respect of the resolutions to be tabled at the AGM.– 3 –LETTER FROM THE BOARD II. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES Pursuant to the resolutions passed by Shareholders on 29 May 2023 the Directors were granted a general mandate to allot and issue new Domestic Shares and/or H Shares either separately or concurrently not exceeding 20% of the number of our Domestic Shares in issue and/or H Shares in issue as at the date of the resolution.The above general mandate will expire at the conclusion of the AGM. The General Mandate to issue new Shares will be put forward at the AGM for Shareholders’ approval as a special resolution. For details please refer to special resolution No. 8 of the notice of the AGM contained in pages AGM-1 to AGM-6 of this circular.As at the Latest Practicable Date the issued share capital of the Company comprised of 198000000 Domestic Shares and 66000000 H Shares. Subject to the grant of the General Mandate to issue new Shares at the AGM and on the basis that no Shares will be issued before the AGM if the General Mandate is exercised in full the Board will have the power to issue up to 39600000 Domestic Shares and 13200000 H Shares.Any exercise of the power by the Board under the General Mandate shall comply with the Company Law of the PRC and the Listing Rules (as amended from time to time) and only if all necessary approvals from the CSRC and/or other relevant PRC government authorities are obtained. The Board has no plan to issue new Shares pursuant to the General Mandate at present.The General Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of a period of twelve months following the passing of the relevant resolution at the AGM; or (c) the revocation or variation of the authority given by a special resolution of the Company in general meeting approving the General Mandate.III. PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR Reference is made to the announcement published by the Company on 28 March 2024 in relation to the proposed appointment of executive Director.Based on the nomination of the nomination committee of the Company and the deliberation by the Board the Board proposed to appoint Mr. Zhang Zhengguang* (张争光先 生) (“Mr. Zhang”) as an executive Director.The biographical details of Mr. Zhang are set out as follows: Mr. Zhang aged 43 graduated from North China University of Technology (北方工业大 学) in the PRC in civil engineering in January 2004.– 4 –LETTER FROM THE BOARD Since March 2024 Mr. Zhang has been the deputy general manager of the Company. He was the general manager and deputy general manager of Huaibei City Nanhu Hotel Operation and Management Co. Ltd.* (淮北市南湖酒店运营管理有限公司) a direct wholly-owned subsidiary of Huaibei City Cultural Tourism Investment Development Group Co. Ltd.* (淮北 市文化旅游投资发展集团有限公司) (“Cultural Tourism Investment”) and an indirect wholly- owned subsidiary of Huaibei City Construction Investment Holding Group Co. Ltd.* (淮北市 建投控股集团有限公司) (“Huaibei Construction Investment”) both of which a controlling shareholder of the Company from June 2021 to March 2024 and June 2017 to June 2021 respectively. He was the deputy general manager and head of the general department of Huaibei City Nanhu Park Operation and Management Co. Ltd.* (淮北市南湖公园运营管理有 限公司) a direct wholly-owned subsidiary of Cultural Tourism Investment and an indirect wholly-owned subsidiary of Huaibei Construction Investment from October 2016 to June 2017 and September 2015 to October 2016 respectively. From February 2011 to September 2015 Mr. Zhang was a clerk at Huaibei City Municipal Key Project Management Bureau* (淮北市 重点工程管理局). From April 2008 to February 2011 he was a clerk at Huaibei Construction Investment. From June 2004 to April 2008 he worked as a clerk at Huaibei City Construction Investment Co. Ltd.* (淮北市建设投资有限责任公司) a non-wholly owned subsidiary of Huaibei Construction Investment.As at the Latest Practicable Date save as disclosed above Mr. Zhang confirmed that (i) he has not held any position in the Company or any other member of the Company; (ii) he has not held any directorship in other listed companies in the past three years; (iii) he has no relationship with any Directors supervisors senior management substantial or controlling shareholders of the Company; and (iv) he does not hold any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and has not received any punishment or regulatory sanction imposed by the CSRC and other relevant authorities or stock exchanges.As at the Latest Practicable Date save as disclosed in this circular the Company considers that there is no other information which shall be disclosed nor is/was Mr. Zhang involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders and the Stock Exchange.Upon the passing of the resolution in relation to the proposed appointment of Mr. Zhang as executive Director by the Shareholders at the AGM the appointment of Mr. Zhang as executive Director shall become immediately effective. The term of office commences from the date of approval by the Shareholders at the AGM until the expiry of the term of office of the second session of the Board. Mr. Zhang will respectively enter into a service contract with the Company and will not receive remuneration for his position as an executive Director.– 5 –LETTER FROM THE BOARD IV. PROPOSED DISTRIBUTION OF 2023 FINAL DIVIDEND According to the annual results announcement of the Company for the year ended 31 December 2023 published on 28 March 2024 and the annual report of the Company for the year ended 31 December 2023 published on 30 April 2024 the Board recommends the payment of a final dividend of RMB0.028 per Share (tax inclusive) for the year ended 31 December 2023 (the “2023 Final Dividend”) by the Company. The proposed 2023 Final Dividend is subject to the consideration and approval of the Shareholders at the AGM which is expected to be payable on or around Tuesday 23 July 2024. The dividend payable to holders of Domestic Shares will be in RMB while those payable to holders of H Shares will be in Hong Kong Dollars. The exchange rate shall be calculated on the basis of the average central parity rate between RMB and Hong Kong Dollars as announced by the People’s Bank of China for the calendar week prior to the date of the declaration of the dividends (i.e. 28 March 2024).Subject to the approval of the Shareholders at the AGM the Final Dividend will be paid on or about Tuesday 23 July 2024. For determining the entitlement to the proposed 2023 Final Dividend the register of members of the Company will be closed from Tuesday 2 July 2024 to Tuesday 9 July 2024 both days inclusive during which period no transfer of shares will be effected. In order to qualify for the entitlement to the proposed 2023 Final Dividend Shareholders are required to lodge their transfer forms accompanied by their share certificates with the Company’s H share registrar Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong (for holders of H Shares) or to the headquarters in the PRC of the Company (for holders of Domestic Shares) for registration not later than 4:30 p.m. on Friday 28 June 2024. The specific arrangements for the payment of the 2023 Final Dividend (including the arrangement for withholding and remitting income tax) are as follows: 1. In respect of withholding and payment of income tax for non-resident enterprise holders of H Shares In accordance with the relevant regulations such as the Enterprise Income Tax Law of the PRC (《中华人民共和国企业所得税法》) Implementation Rules of Enterprise Income Tax Law of the PRC (《中华人民共和国企业所得税法实施条例》) as well as the Notice of the State Administration of Taxation on the Issues Concerning Withholding and Payment of the Enterprises Income Tax on the Dividends Paid by Chinese Resident Enterprises to H Share Holders Who are Overseas Non-resident Enterprises (Guo ShuiHan [2008] No. 897) (国家税务总局《关于中国居民企业向境外H股非居民企业股东派发股息代扣代缴企业所得税有关问题的通知》(国税函[2008]897号) issued by the State Administration of Taxation of the PRC the Company is obliged to withhold and pay enterprise income tax at a rate of 10% when distributing the 2023 Final Dividend to non-resident enterprises whose names registered on the register of members of H Shares.– 6 –LETTER FROM THE BOARD 2. In respect of withholding and payment of income tax for non-resident individual holders of H Shares In accordance with the relevant regulations such as the Individual Income Tax Law of the PRC (《中华人民共和国个人所得税法》) and Notice of the State Administration of Taxation on the Matters Concerning the Levy and Administration of Individual IncomeTax After the Repeal of Guo Shui Fa [1993] No. 45 (Guo Shui Han [2011] No. 348)《国家税务总局关于国税发[1993]045号文件废止后有关个人所得税征管问题的通知》(国税 函[2011]348号) issued by the State Administration of Taxation of the PRC the Company is obliged to withhold and pay individual income tax when distributing the 2023 Final Dividend to non-resident individuals whose names registered on the register of members of H Shares. Non-resident individual holders of H Shares of the Company are entitled to relevant tax preference in accordance with the tax treaties signed between the countries in which they are residents and the PRC as well as the requirements of the taxation arrangements between mainland China and Hong Kong (or Macau). For non-resident individual holders of H Shares the Company will generally withhold and pay individual income tax at a rate of 10% unless otherwise provided by tax regulations and relevant tax treaties.The Company assumes no responsibility and disclaims all liabilities whatsoever in relation to the tax status or tax treatment of the Shareholders and for any claims arising from any delay in or inaccurate determination of the tax status or tax treatment of the Shareholders or any disputes over the withholding mechanism or arrangements.V. PROPOSED APPOINTMENT OF AUDITOR AND DETERMINATION OF AUDITOR’S FEE FOR THE YEAR 2024 Reference is made to the announcement of the Company dated 3 June 2024 in relation to the proposed change of auditor of the Company (“Auditor”). The term of service of KPMG the Auditor had expired upon the completion of the audit work for the financial year 2023.Pursuant to the Administrative Measures on the Selection and Recruitment of AccountingFirms by State-owned Enterprises and Listed Companies* (《国有企业、上市公司选聘会计师事务所管理办法》) and the Procurement Management Measures (2022 Revision) of Huaibei City Construction Investment Holding Group Co. Ltd.* (the controlling shareholder of the Company) (淮北市建投控股集团有限公司物资采购管理办法(2022修订版)) the Company commenced selection and appointment of the auditor of the Company through an open tender.KPMG will retire as the auditor of the Company upon expiration of its terms of office at the conclusion for the AGM and will not be re-appointed.According to the tender result the Board has resolved with the recommendation from the Audit Committee of the Board to propose the appointment of Cheng & Cheng Limited as the Auditor commencing on the date of the approval of the Shareholders at the forthcoming annual general meeting responsible for the annual audit of the Group in accordance with IFRS Accounting Standards.– 7 –LETTER FROM THE BOARD It is proposed by the Board that the audit fee of the Auditor shall be RMB880000 for the year 2024 and the Board will also propose at the AGM to authorise the Audit Committee of the Board to adjust and determine the specific fees based on the actual situation in the event that changes in the scope and content of the audit result in exceeding the caps of fees determined by the resolution.Up to and until the Latest Practicable Date the Company has neither received any written representations from KPMG nor received any confirmation on change of auditors from KPMG notifying the Company of any matters that need to be brought to the attention of the shareholders and creditors of the Company. The Board has also confirmed that there is no disagreement between KPMG and the Company and there are no matters in respect of the proposed change of auditor that need to be brought to the attention of the shareholders and creditors of the Company.VI. AGM A notice convening the AGM to be held at GreenGold’s Corporate Conference Room No. 18 Suixi North Road Xiangshan District Huaibei City Anhui Province the PRC on Tuesday 25 June 2024 at 9:00 a.m. is set out on pages AGM-1 to AGM-6 of this circular. Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder. In order to be valid the proxy form for the AGM must be deposited by hand or post for holders of H shares of the Company to the H share registrar of the Company Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong and for holders of Domestic Shares to the headquarters in the PRC of the Company not less than 24 hours before the time for holding the AGM (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form.Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.Pursuant to Rule 13.39(4) of the Listing Rules all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules. VII. RESPONSIBILITY STATEMENT This circular for which the Directors collectively and individually accept full responsibility includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein misleading.– 8 –LETTER FROM THE BOARD VIII. RECOMMENDATIONS The Directors consider that the proposed resolutions set out in the notice of the AGM and the other matters contained in the notice of AGM are in the interests of the Company and the Shareholders as a whole. Accordingly the Directors recommend Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.By order of the Board Huaibei GreenGold Industry Investment Co. Ltd.*淮北绿金产业投资股份有限公司 Mr. Liu Yong Chairman of the Board and Executive Director * For identification purpose only – 9 –NOTICE OF ANNUAL GENERAL MEETING淮北绿金产业投资股份有限公司 (Huaibei GreenGold Industry Investment Co. Ltd.*) (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2450) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Huaibei GreenGold Industry Investment Co. Ltd.* (the “Company”) will be held at GreenGold’s Corporate Conference Room No. 18 Suixi North Road Xiangshan District Huaibei City Anhui Province the PRC on Tuesday 25 June 2024 at 9:00 a.m. or any adjournment thereof for the purpose of considering and if thought fit passing the following resolutions: AS ORDINARY RESOLUTIONS 1. To consider and approve the report of the board (the “Board”) of directors (the “Directors”) of the Company for the year ended 31 December 2023. 2. To consider and approve the report of the board of supervisors (the “Supervisors”) of the Company for the year ended 31 December 2023. 3. To consider and approve the report of the auditors and the audited consolidated financial statements of the Company for the year ended 31 December 2023. 4. To consider and approve the appointment of Cheng & Cheng Limited as the auditor of the Company and the determination of the audit fee for the year 2024 of RMB880000 and to authorise the Board to adjust the fee based on actual situation. 5. To authorise the Board to fix the remuneration of the Directors. 6. To authorise the Board to fix the remuneration of the Supervisors. 7. To consider and approve the appointment of Mr. Zhang Zhengguang* (张争光先生) as an executive Director. 8. To consider and approve the distribution of final dividends for the year ended 31 December 2023.– AGM-1 –NOTICE OF ANNUAL GENERAL MEETING AS SPECIAL RESOLUTIONS 9. “THAT: (1) in accordance with the requirements of the Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) the Company Law of the People’s Republic of China (the “PRC”) as well as other applicable laws and regulations in each case as amended from time to time a general mandate be granted to the Board to exercise for once or more than once all the power of the Company to allot issue and deal with Domestic Shares (as defined below) and/or H Shares (as defined below) or securities convertible into such shares or options warrants or similar rights to subscribe for any such shares or such convertible securities (including the power to make or grant any offers agreements options (including bonds warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which would or might require the exercise of such powers) during the Relevant Period (as defined below): In exercising the above power the authority of the Board to determine the specific issue plan shall include (but not limited to) the following: (i) to determine the amount of the Domestic Shares and/or H Shares to be allotted; (ii) to determine the issue price of the new Domestic Shares and/or H Shares; (iii) to determine the date(s) on which the issue of new Domestic Shares and/or H Shares is/are to be commenced and closed; (iv) to determine the number of new Domestic Shares and/or H Shares if applicable to be issued to the existing holders of Domestic Shares and/or H Shares; (v) to make or grant an offer agreement and option necessary for the exercise of such powers; and (vi) where prohibited and required by foreign laws or regulations or by other reasons which in the opinion of the Board are appropriate to determine that the offer of subscription for and issue of shares of the Company to holders of H Shares shall exclude shareholders of the Company (the “Shareholders”) residing in the PRC or the offer of subscription for and issue of shares of the Company to holders of Domestic Shares shall exclude the Shareholders residing outside the PRC.(a) upon the exercise of the powers granted to the Board above the Board may during the Relevant Period make or grant any offers agreements or options which might require the exercise of such powers either during or after the expiration of the Relevant Period; – AGM-2 –NOTICE OF ANNUAL GENERAL MEETING (b) the aggregate number of Domestic Shares and H Shares to be allotted or agreed conditionally or unconditionally to be allotted by the Board pursuant to such mandate granted to the Board above shall not exceed: (i) 20% of the number of Domestic Shares in issue; and (ii) 20% of the number of H Shares in issue; in each case as of the date of the passing of this resolution otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company (the “Article of Association”); (iii) the exercise of any right of subscription or conversion under the terms of any bonds warrants or debentures which may be issued by the Company or any securities which are convertible into shares of the Company; or (iv) a specific authority granted by the Shareholders in general meeting; and (c) the Board shall only exercise its power under such mandate in accordance with the Company Law of the PRC the Listing Rules and other applicable laws and regulations (in each case as amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities have been obtained; (2) subject to the Board resolving to issue shares pursuant to subparagraph (1) of this resolution the Board be authorised to: (a) formulate and implement the specific issuance plan with details including but not limited to: the class and number of the shares of the Company to be issued; the pricing method and/or issue price (including the range of issue price); the start and end date of the issuance; use of proceeds; and other matters to be included in a specific issuance plan as required by the relevant laws regulations and other regulatory documents relevant regulatory institutions as well as the stock exchange of the place where the H Shares are listed; – AGM-3 –NOTICE OF ANNUAL GENERAL MEETING (b) approve execute and do or procure to be executed and done all such documents deeds and things as it may consider necessary in connection with the issue of such new shares including without limitation the agreement for the engagement of any professional parties making all necessary applications to the relevant authorities entering into an underwriting agreement (or any other agreement) and making appropriate amendments; (c) make all necessary filings and registrations with the relevant PRC and Hong Kong authorities; and (d) increase the registered capital of the Company in accordance with the actual increase of capital by issuing shares pursuant to sub-paragraph (1) of this resolution to register the increase of capital with the relevant authorities in the PRC and to make such amendments to the Articles of Association as it thinks fit so as to reflect the increase and any otherchanges in the registered capital of the Company.” For the purpose of this resolution: “Domestic Shares” means ordinary shares issued by the Company with RMB- denominated par value of RMB1.00 each which are subscribed for and paid up in RMB; “H Shares” means the ordinary shares issued by the Company with RMB- denominated par value of RMB1.00 each which are subscribed for and paid up in HKD and listed on the main board of the Stock Exchange; “Relevant Period” means the period from the passing of the resolution at the AGM until the earliest of: (A) the conclusion of the next annual general meeting of the Company; or (B) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or other applicable laws to be held; or (C) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the Shareholders in a general meeting; and – AGM-4 –NOTICE OF ANNUAL GENERAL MEETING “Rights Issue” means an offer of shares of the Company or offer or issue of options warrants or other securities giving rights to subscribe for shares of the Company open for a period fixed by the Board to holders of shares of the Company on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements and having regard to any legal or practical problems restrictions or obligations under the laws of or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong applicable to the Company) and an offer allotment or issue of shares by way of rights shall be construed accordingly.By order of the Board Huaibei GreenGold Industry Investment Co. Ltd.*淮北绿金产业投资股份有限公司 Mr. Liu Yong Chairman of the Board and Executive Director Huaibei City Anhui Province the PRC 4 June 2024 * For identification purpose only – AGM-5 –NOTICE OF ANNUAL GENERAL MEETING Notes: 1. All resolutions at the meeting will be taken by poll pursuant to the Listing Rules. The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules. 2. The register of members of the Company will be closed from Monday 27 May 2024 to Tuesday 25 June 2024 (both days inclusive) during which period no transfer of H shares of the Company can be registered. Holders of H shares and domestic shares whose names appear on the registers of members of the Company on Tuesday 25 June 2024 shall be entitled to attend and vote at the AGM. For Shareholders who intend to attend and vote at the AGM all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong (for holders of H Shares) or to the headquarters in the PRC of the Company (for holders of Domestic Shares) by no later than 4:30 p.m. on Friday 24 May 2024. 3. Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a Shareholder. 4. In order to be valid the proxy form for the AGM must be deposited by hand or by post for holders of H shares of the Company to the H share registrar of the Company Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong and for holders of domestic shares of the Company to the headquarters in the PRC of the Company not less than 24 hours before the time for holding the AGM (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish. 5. If the proxy is a legal person its legal representative or any representative authorised by a resolution of its board of directors or by other governing body shall attend the above meeting of the Company on its behalf.If the shareholder is a recognised clearing house (or its proxy) defined by the Hong Kong relevant Ordinance from time to time the shareholder may authorise one or more persons it considers appropriate as its representative(s) at the above meeting; however if more than one person are authorised the power of attorney shall contain the number and class of shares for which such persons are authorised and shall be signed by an authorised personnel of the recognised clearing house. The person(s) so authorised can represent the recognised clearing house (or its proxy) to attend the meeting and exercise its right as if the persons are the Company’s individual shareholders and shall not be required to produce evidence of shareholding the notarised power of attorney and/or further evidence to prove that he/she/they have been duly authorised. 6. A vote provided in according to the instruments in such proxy forms shall be valid notwithstanding the previous death or loss of capacity of the appointer or the revocation of the proxy or of the authority under which the proxy was executed or the transfer of the shares with respect to which the proxy is given provided that no notice in writing of such matters shall have been received by the Company prior to the above meeting. 7. In case of joint shareholder for any share only the person whose name is at the first place on the register of shareholders has the rights to receive the certificate of relevant shares and notice from the Company and to attend the general meeting or exercise all of the votes relating to the shares. 8. Shareholders or their proxies shall provide their identity documents when attending the AGM. 9. The address of the headquarters in the PRC of the Company is 4/F Shuangchuang Service Centre No. 3 Taobo Road Song Tuan Town Lieshan District Huaibei City Anhui Province PRC. 10. Shareholders who attend the AGM shall bear their own traveling and accommodation expense. – AGM-6 –