Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
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(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1164) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting of CGN Mining Company Limited (the "Company") will be held at Kellett Room III, 3/F, The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on 16 May 2012 (Wednesday) at 10:30 a.m. for the following purposes:
1. To consider and adopt the audited consolidated financial
statements for the year ended 31 December 2011 and the
reports of the directors (the "Directors") and the auditors
of the Company for the year ended 31 December 2011.
2. To re-elect retiring Directors and to authorise the board
of Directors to fix the remuneration of the Directors.
3. To re-appoint SHINEWING (HK) CPA LIMITED as the auditors
of the Company and to authorise the board of Directors to fix
their remuneration.
As special businesses, to consider, and if thought fit, pass
the following resolutions as ordinary resolutions:
4. "THAT:
(a) subject to paragraph (b), pursuant to the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong
Limited (the "Listing Rules"), the exercise by the Directors
during the Relevant Period (as hereinafter defined) of all
the powers of the Company to allot, issue and deal with
additional shares in the share capital of the Company and to
make, issue or grant offers, agreements and options and other
rights, or issue warrants and other securities including
bonds, debentures, and notes convertible into shares of the
Company, which will or might require the shares of the
Company to be allotted, issued or disposed of during or after
the end of the Relevant Period be and is hereby generally and
unconditionally approved;
* For identification purposes only
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(b) the aggregate nominal amount of share capital allotted or
agreed conditionally or unconditionally to be allotted and
issued (whether pursuant to an option or otherwise) by the
Directors pursuant to the approval in paragraph (a) above,
otherwise than pursuant to (i) a Rights Issue (as hereinafter
defined) or (ii) the exercise of the subscription rights
granted under the share option scheme of the Company or (iii)
an issue of shares as scrip dividends pursuant to the
memorandum and articles of association of the Company from
time to time shall not exceed 20% of the aggregate nominal
amount of the share capital of the Company in issue at the
date of passing this resolution and the said approval shall
be limited accordingly; and
(c) for the purposes of this resolution:
"Relevant Period" means the period from the passing of this
resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the
Company;
(ii) the expiration of the period within which the next
annual general meeting of the Company is required by the
articles of association of the Company or any applicable law
of the Cayman Islands to be held; and
(iii) the revocation or variation of this resolution by an
ordinary resolution of the shareholders of the Company in
general meeting.
"Rights Issue" means an offer of shares for a period fixed by
the Directors to holders of shares of the Company thereon on
the register of members on a fixed record date in proportion
to their then holding of such shares thereof (subject to such
exclusion or other arrangements as the Directors may deem
necessary or expedient in relation to fractional
entitlements, or having regard to any restrictions or
obligations under the laws of, or the requirements of any
recognized regulatory body or any stock exchange in any
territory applicable to the Company)."
5. "THAT
(a) subject to paragraph (b) below, the exercise by the
Directors during the Relevant Period (as hereinafter defined)
of all the powers of the Company to purchase its own shares,
subject to and in accordance with all other applicable laws
in this regard, be and is hereby generally and
unconditionally approved;
(b) the aggregate nominal amount of shares of the Company
which may be purchased or agreed to be purchased by the
Company pursuant to the approval in paragraph (a) above
during the Relevant Period shall not exceed ten percent (10%)
of the aggregate nominal amount of the share capital of the
Company in issue as at the date of passing of this resolution
and the authority pursuant to paragraph (a) above of this
Resolution shall be limited accordingly; and
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(c) for the purposes of this resolution:
"Relevant Period" means the period from the passing of this
Resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the
Company;
(ii) the expiration of the period within which the next
annual general meeting of the Company is required by the
articles of association of the Company or any applicable law
of the Cayman Islands to be held; and
(iii) the revocation or variation of this Resolution by an
ordinary resolution of the shareholders of the Company in
general meeting."
6. "THAT conditional upon resolutions numbered 4 and 5 above
being passed, the general mandate granted to the Directors to
allot, issue and deal with any additional shares of the
Company be and is hereby extended by the addition thereto of
an amount representing the aggregate nominal amount of the
number of shares in the capital of the Company that are
repurchased by the Company under the authority granted to the
Directors as mentioned in ordinary resolution no.5 above to
purchase such shares, provided that such extended amount
shall not exceed 10% of the aggregate nominal amount of the
share capital of the Company in issue at the date of passing
of this resolution may be allotted or agreed conditionally or
unconditionally to be allotted by the Directors pursuant to
resolution no. 4 above."
As special businesses, to consider, and if thought fit, pass
the following resolutions as a special resolution:
7. "THAT the memorandum of association of the Company be
amended in the following manner:
(a) By deleting the existing clause 1 in its entirety and
substituting with the following:
"1. The name of the Company is "CGN Mining Company
Limited".";
(b) By deleting the words "P.O. Box 2681 GT, 3rd Floor,
Zephyr House, Mary Street, George Town, Grand Cayman, British
West Indies" in the second line of the existing clause 2
after the words "Codan Trust Company (Cayman) Limited" and
replacing it with the words "Cricket Square, Hutchins Drive,
P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands";
and
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(c) By deleting the words "HK$390,000.00 divided into
3,900,000" in the first line of the existing clause 6 after
the words "The share capital of the Company is" and replacing
it with the words "HK$500,000,000.00 divided into
50,000,000,000" and by deleting "HK$0.10" in the second line
of the existing clause 6 and replacing it with "HK$0.01".
8. "THAT the amended and restated memorandum of association
of the Company, in the form of the document produced to the
meeting and marked "A" and signed by the Chairman of the
meeting for the purpose of identification, which consolidates
all of the proposed amendments referred to in Resolution 7
above, be approved and adopted as the amended and restated
memorandum of association of the Company in substitution for
and to the exclusion of the existing memorandum of
association of the Company with immediate effect, and that
any director or the Company Secretary of the Company be
authorised to do all things and acts to effect the adoption
of the amended and restated memorandum of association and to
make relevant registrations and filings in accordance with
the applicable laws, regulations and requirements."
9. "THAT the articles of association of the Company (the
"Articles") be amended in the following manner:
(a) By deleting the existing Article 72 in its entirety and
substituting with the following:
"72. At any general meeting a resolution put to the vote of
the meeting shall be decided on by way of poll, save that the
Chairman may in good faith, allow a resolution which relates
purely to a procedural and administrative matter to be voted
on by a show of hands. Where a show of hands is allowed,
before or on the declaration of the result of the show of
hands, a poll may be demanded:
(i) by the Chairman of the meeting; or
(ii) by at least three shareholders present in person (or, in
the case of a shareholder being a corporation, by its duly
authorised representative) or by proxy for the time being
entitled to vote at the meeting; or
(iii) by any shareholder or shareholders present in person
(or, in the case of a shareholder being a corporation, by its
duly authorised representative) or by proxy and representing
not less than one-tenth of the total voting rights of all the
shareholders having the right to vote at the meeting; or
(iv) by any shareholder or shareholders present in person
(or, in the case of a shareholder being a corporation, by its
duly authorised
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representative) or by proxy and holding shares in the Company
conferring a right to vote at the meeting being shares on
which an aggregate sum has been paid up equal to not less
than one-tenth of the total sum paid up on all the shares
conferring that right.
For the purposes of this Article, procedural and
administrative matters are those that (i) are not on the
agenda of the general meeting or in any supplementary
circular that may be issued by the Company to its members;
and (ii) relate to the Chairman's duties to maintain the
orderly conduct of the meeting and/or allow the business of
the meeting to be properly and effectively dealt with, whilst
allowing all members a reasonable opportunity to express
their views.";
(b) By deleting the existing Article 73 in its entirety and
substituting with the following:
"73. Where a resolution is voted on by a show of hands, a
declaration by the Chairman of the meeting that a resolution
has been carried or carried unanimously, or by a particular
majority, or not carried by a particular majority, or lost,
and an entry to that effect made in the book containing the
minutes of the proceedings of the Company shall be conclusive
evidence of the fact without proof of the number or
proportion of the votes recorded in favour or against such
resolution.";
(c) By deleting the existing Article 74 in its entirety and
substituting with the following:
"74. The result of the poll shall be deemed to be the
resolution of the meeting at which the poll was required or
demanded. The Company shall only be required to disclose the
voting figures on a poll if such disclosure is required by
the Listing Rules.";
(d) By deleting the existing Article 75 in its entirety and
replacing it with the words "Intentionally deleted";
(e) By deleting the existing Article 77 in its entirety and
replacing it with the words "Intentionally deleted";
(f) By deleting the existing Article 107(H)(vi) in its
entirety and replacing it with the words "Intentionally
deleted";
(g) By deleting the existing Article 107(I) in its entirety
and replacing it with the words "Intentionally deleted";
(h) By deleting the existing Article 107(J) in its entirety
and replacing it with the words "Intentionally deleted".
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(i) By deleting the existing Article 110 (A) in its entirety
and substituting with the following:
"110. (A) Unless otherwise determined by an Ordinary
Resolution of the members of the Company and approved by the
Board, the number of Directors shall be not less than two (2)
and not more than thirteen (13).";
(j) By deleting the words "Special Resolution" in the third
line of the existing Article 176 (B) after the words "remove
the Auditor or Auditors by" and replacing it with the words
"Ordinary Resolution";
10. "THAT the amended and restated articles of association of
the Company, in the form of the document produced to this
meeting and marked "B" and signed by the Chairman of the
meeting for the purpose of identification, which consolidates
all previous amendments made pursuant to resolutions passed
by the members of the Company at general meetings together
with all of the proposed amendments referred to in Resolution
9 above be approved and adopted in substitution for and to
the exclusion of the existing articles of association of the
Company with immediate effect, and that any director or the
company secretary of the Company be authorised to do all such
things and acts to effect the adoption of the amended and
restated articles of association and to make relevant
registrations and filings in accordance with the applicable
laws, regulations and requirements."
By Order of the Board
Chief Executive Officer
Hong Kong, 12 April 2012
Registered office:
Cricket Square
Hutchins Drive, P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Head office and principal office in Hong Kong:
Unit 7, 31st Floor, Tower 1
Lippo Centre, 89 Queensway
Hong Kong
Notes:
1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, in the event of a poll, to vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and together with the power of attorney or other authority (if any), under which it is signed or a notarially certified copy of that power or authority must be deposited at the Company's Hong Kong branch share registrar and transfer office, Union Registrars Limited at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the appointed time for holding the meeting or any adjournment thereof.
2. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the annual general meeting or any adjournment thereof, should he so wish. In such event, the instrument appointing a proxy shall be deemed to revoked.
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3. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
4. An explanatory statement containing further details regarding resolutions nos.4 to 6 above as required by the Listing Rules is set out in Appendix I to the circular which will be dispatched to shareholders together with the annual report of the Company for the year ended 31 December 2011.
5. As at the date of this notice, the executive Directors are Mr. He Zuyuan, Mr. Li Zhengguang and Ms. Zheng Xiaowei; the non-executive Directors are Mr. Yu Zhiping, Mr. Wei Qiyan and Mr. Chen Zhiyu; and the independent non-executive Directors are Mr. Ling Bing, Mr. Qiu Xianhong and Mr. Huang Jinsong.
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