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CGN Mining Company Limited — Proxy Solicitation & Information Statement 2012
Oct 31, 2012
49736_rns_2012-10-31_1928ed44-58ae-443b-94c7-5de18d8832a6.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
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(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1164)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of CGN Mining Company Limited (the “ Company ”) will be held at Queensway and Victoria Room, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on 15 November 2012 (Thursday) at 10:00 a.m. for the following purposes:
AS ORDINARY RESOLUTIONS
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“ THAT the revolving loan facility agreement dated 15 October 2012 (the “ Agreement ”) entered into between the Company as lender and China Uranium Development Company Limited as borrower, a copy of which has been produced to the EGM marked “ 1 ” and signed by the chairman of the EGM for the purposes of identification, and the terms and conditions thereof and its proposed cap amount and the transaction contemplated thereunder and the implementation thereof be and are hereby approved, ratified and confirmed.”
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“ THAT any one of the directors be authorised for and on behalf of the Company, among other matters, to sign, seal, execute, perfect, deliver or to authorise signing, executing, perfecting and delivering all such documents and deeds, to do or authorise doing all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the Agreement and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the Agreement as they may in their discretion consider to be desirable and in the interests of the Company and all the director’s acts as aforesaid be hereby approved, ratified and confirmed.”
By Order of the Board of CGN Mining Company Limited Mr. He Zuyuan
Chief Executive Officer
Hong Kong, 31 October 2012
* For identification purposes only
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Registered office: Principal place of business Cricket Square in Hong Kong: Hutchins Drive, P.O. Box 2681 Suites 6706-6707, 67/F., Grand Cayman KY1-1111 Central Plaza, 18 Harbour Road, Cayman Islands Wanchai, Hong Kong
Notes:
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(1) A member 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 place. A proxy need not be a member of the Company. In order to be valid, the form of proxy together with a 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 later than 48 hours before the appointed time for holding the meeting or any adjourned meeting.
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(2) Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the meeting or any adjournment thereof and, in such event, the instrument appointing a proxy shall be deemed to be 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.
As at the date of this notice, the board of Directors of the Company comprises two executive Directors: Mr. He Zuyuan (chief executive officer) and Mr. Li Xianli, four non-executive Directors: Mr. Yu Zhiping (chairman), Mr. Wei Qiyan, Ms. Jin Yunfei and Mr. Huang Jianming, and three independent non-executive Directors: Mr. Ling Bing, Mr. Qiu Xianhong and Mr. Huang Jinsong.
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