CGN Mining Company Limited — Proxy Solicitation & Information Statement 2014

Mar 25, 2014

THIS DOCUMENT 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 in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CGN Mining Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1164)

(1) PROPOSAL FOR GENERAL MANDATES TO ALLOT AND ISSUE SHARES AND TO REPURCHASE SHARES; (2) PROPOSED RE-ELECTION OF DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (the “ AGM ”) to be held at Boardroom 5, Mezzanine Floor, Renaissance Harbour View Hotel, Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 23 May 2014 (Friday) at 10:30 a.m. is set out on pages 16 to 19 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.

Whether or not you are able to attend the AGM in person, you are requested to complete and return the accompanying form of proxy enclosed with this circular in accordance with the instructions printed thereon and deposit the same to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

* For identification purposes only

26 March 2014

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
−	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
−	General mandate to allot and issue shares . . . . . . . . . . . . . . . . . . . . . . . . .	4
−	General mandate to repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
−	General mandate to extend the Issue Mandate . . . . . . . . . . . . . . . . . . . . . .	5
−	Proposed re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
−	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
−	Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
−	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
−	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
−	Additional information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
**Appendix **	I – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
**Appendix **	II – Details of Directors proposed to be re-elected . . . . . . . . . . .	11
**Notice of **	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meaning:

• “AGM”

• the annual general meeting of the Company to be convened and held at Boardroom 5, Mezzanine Floor, Renaissance Harbour View Hotel, Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 23 May 2014 (Friday) at 10:30 a.m., the notice of which is set out on pages 16 to 19 of this circular;

• “Articles” the articles of association of the Company as altered from time to time;

• “Board” the board of Directors;

• “CGN Group” CGNPC and its subsidiaries;

• “CGNPC”

• 中國廣核集團有限公司 China General Nuclear Power Corporation (formerly known as 中國廣東核電集團有限 公司 China Guangdong Nuclear Power Holding Corporation, Ltd.), a state-owned enterprise established in the PRC and the sole shareholder of CGNPC-URC and the ultimate controlling shareholder of the Company;

• “CGNPC-URC”

• 中廣核鈾業發展有限公司 CGNPC Uranium Resources Co. Ltd.*, a company established in the PRC with limited liability and the sole shareholder of China Uranium Development;

• “China Uranium Development” China Uranium Development Company Limited (中國鈾 業發展有限公司), a company incorporated in Hong Kong with limited liability and the controlling shareholder of the Company;

• “Companies Law” the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands;

• “Company”

• CGN Mining Company Limited (中廣核礦業有限公司*), a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange;

• “Director(s)”

• the director(s) of the Company;

• “Group”

• the Company and its subsidiaries;

– 1 –

DEFINITIONS

• “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;

• “Issue Mandate”

• a general and unconditional mandate to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution at the AGM;

• “Latest Practicable Date” 19 March 2014, 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;

• “PRC”

• The People’s Republic of China;

• “Repurchase Mandate” a general and unconditional mandate to the Directors to repurchase shares of the Company the aggregate nominal amount of which shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution at the AGM;

• “SFO”

• Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company;

• “Shareholder(s)” holder(s) of Share(s);

• “Stock Exchange” The Stock Exchange of Hong Kong Limited;

• “Takeovers Code”

The Hong Kong Code on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time; and

• “%”

per cent.

• For identification purposes only

– 2 –

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1164)

Executive Directors: Mr. Yu Zhiping (Chief Executive Officer) Mr. He Zuyuan

Non-executive Directors:

Mr. Zhou Zhenxing (Chairman) Mr. Chen Qiming Mr. Xing Jianhua Mr. Huang Jianming

Independent Non-executive Directors: Mr. Ling Bing Mr. Qiu Xianhong Mr. Huang Jinsong

Registered Office: Cricket Square Hutchins Drive, P.O. Box 2681 Grand Cayman KYI-1111 Cayman Islands

Head Office and Principal Place of Business in Hong Kong: Suites 6706-6707, 67/F., Central Plaza, 18 Harbour Road Wanchai, Hong Kong

26 March 2014

To the Shareholders, and, for information only, holders of options

Dear Sir or Madam,

(1) PROPOSAL FOR GENERAL MANDATES TO ALLOT AND ISSUE SHARES AND TO REPURCHASE SHARES;

(2) PROPOSED RE-ELECTION OF DIRECTORS; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the forthcoming AGM for the approval of (i) the granting of the Issue Mandate and the Repurchase Mandate (ii) the proposed extension of the Issue Mandate; and (iii) the proposed re-election of Directors.

This circular also provides the notice of AGM for the purpose of considering and, if thought fit, passing, among others, the abovementioned resolutions.

* For identification purposes only

– 3 –

LETTER FROM THE BOARD

(1) GENERAL MANDATE TO ALLOT AND ISSUE SHARES

At the annual general meeting of the Company held on 16 May 2013, an ordinary resolution was passed by the then Shareholders granting the Directors the mandate to allot, issue and otherwise deal with Shares not exceeding 20% of the issued share capital of the Company on 16 May 2013. The existing issue mandate will expire at the conclusion of the AGM.

At the AGM, an ordinary resolution will be proposed to grant to the Directors a general mandate to allot, issue and otherwise deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company, amounting to 666,517,398 Shares as at the date of passing such resolution, assuming that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of passing of such resolution at the AGM.

The Issue Mandate will remain in effect until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by the applicable Companies Law or the Articles; and (iii) the date on which such an authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

(2) GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 16 May 2013, an ordinary resolution was passed by the then Shareholders granting the Directors the mandate to make Share repurchases (within the meaning of the Takeovers Code) of up to 10% of the issued share capital of the Company as at 16 May 2013. The existing repurchase mandate will expire at the conclusion of the AGM.

At the AGM, an ordinary resolution will be proposed to grant to the Directors a mandate to make Shares repurchase up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of such resolution, amounting to 333,258,699 Shares, as at the date of passing such resolution, assuming that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of passing of such resolution at the AGM.

The Repurchase Mandate will remain in effect until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by the applicable Companies Law or the Articles; and (iii) the date on which such an authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

Under the Listing Rules, the Company is required to give to the Shareholders an explanatory statement containing all information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate. The explanatory statement required by the Listing Rules is set out in Appendix I to this circular.

– 4 –

LETTER FROM THE BOARD

The Board wishes to state that they have no present intention to repurchase any Shares or issue any new Shares in the event that these general mandates are approved.

(3) GENERAL MANDATE TO EXTEND THE ISSUE MANDATE

In addition, if the Issue Mandate and Repurchase Mandate are granted, an ordinary resolution will be proposed at the AGM that the Directors be granted an extension of the Issue Mandate, which provides that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate.

(4) PROPOSED RE-ELECTION OF DIRECTORS

In accordance with the Listing Rules and Article 112 of the Articles, any Director appointed shall hold office only until the next following general meeting of the Company and shall be eligible for re-election at the meeting but shall not be taken into account in determining the number of Directors who are to retire by rotation at such meeting. Mr. Zhou Zhenxing, Mr. Chen Qiming and Mr. Xing Jianhua, who have been appointed as Directors on 5 December 2013, will retire and offer themselves for re-election in the AGM.

In accordance with the Listing Rules and Article 108 of the Articles, at each annual general meeting, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director, including those appointed for a specified term, shall be subject to retirement by rotation at least once every three years. Accordingly, Mr. Yu Zhiping and Mr. Ling Bing will retire by rotation at the AGM and, being eligible, will offer themselves for re-election.

Details of the above Directors are set out in Appendix II to this circular. Separate resolutions will be proposed for the re-election of the Directors.

AGM

The notice convening the AGM is set out on pages 16 to 19 of this circular. At the AGM, ordinary resolutions will be proposed to approve, among others, the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate and the re-election of Directors.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend the AGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, as soon as possible but in any event, not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

– 5 –

LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Rule 13.39 of the Listing Rules and Article 72 of the Articles, any votes of the Shareholders at a general meeting must be taken by poll. At the AGM, the chairman of the AGM will demand a poll for each and every proposed resolution, except where the Chairman in good faith, decides to allow a resolution which relates purely to a procedural or administration matter to be voted or by a show of hands.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries 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 facts the omission of which would make any statement herein misleading.

RECOMMENDATION

The Board considers that the proposed Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate are in the best interests of the Company and its Shareholders as a whole as the Issue Mandate and the extension of Issue Mandate allow the Board to have more flexibility to raise funds by issuing new Shares to potential investors as and when appropriate without the necessity to seek the approval from the Shareholders for each fund raising exercise. The Board also considers that the re-election of the Directors is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the proposed resolutions at the AGM.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the Appendices to this circular.

Yours faithfully, For and on behalf of the Board of

CGN Mining Company Limited Zhou Zhenxing

Chairman

– 6 –

EXPLANATORY STATEMENT

APPENDIX I

The following explanatory statement contains all the information required pursuant to Rule 10.06 of the Listing Rules to be given to all Shareholders relating to the resolution to be proposed at the forthcoming AGM authorising the Repurchase Mandate and to enable all Shareholders to make an informed decision whether to vote for or against the resolution to approve the grant of the Repurchase Mandate to the Directors.

1. EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, there was a total of 3,332,586,993 Shares in issue. Subject to the passing of the ordinary resolution as set out in the notice of the AGM and assuming that no further Shares are issued or purchased by the Company, the Directors would be authorised to repurchase up to 333,258,699 Shares (being 10% of the Shares in issue) during the period up to (i) the next annual general meeting of the Company in 2015; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Law to be held; or (iii) the revocation or variation of the Repurchase Mandate by an ordinary resolution of the Shareholders in a general meeting of the Company, whichever occurs first.

2. REASONS FOR REPURCHASE

Notwithstanding that the Directors have no present intention to repurchase any Shares, the Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase the Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the value of the net assets and/or earnings per Share of the Company and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.

3. GENERAL

As disclosed in the most recent published audited consolidated financial statements of the Company for the year ended 31 December 2013, the Directors consider that there might be a material adverse impact on the working capital or gearing position of the Company in the event that the proposed share repurchases were to be carried out in full during the proposed purchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or gearing position of the Company.

4. FUNDING OF REPURCHASES

Repurchase made pursuant to the Repurchase Mandate must be funded out of the funds legally available for such purpose and in accordance with the memorandum of association of the Company, the Articles, the Companies Law and the applicable laws of the Cayman Islands and the Listing Rules.

– 7 –

EXPLANATORY STATEMENT

APPENDIX I

The laws of the Cayman Islands provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant Shares, or funds of the Company which would otherwise be available for dividend or distribution or the proceeds of a new issue of Shares made for the purpose of the repurchase. Any premium payable on a redemption or purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company’s share premium account, or, if so authorised by the Articles and subject to the provisions of the Companies Law, out of capital. Such purchase may not be made if, on the date the purchase is to be effected, there are reasonable grounds to believe that the Company is, or after the purchase would be, unable to pay its liabilities as they become due.

A listed company in Hong Kong may not repurchase its own securities on the Stock Exchange for inter alia, a consideration other than for cash or for settlement otherwise than in accordance with the Listing Rules.

5. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the Listing Rules), has any present intention, to sell Shares to the Company or its subsidiaries if the Repurchase Mandate is approved by the Shareholders.

As at the Latest Practicable Date, the Company has not been notified by any of its connected person (as defined in the Listing Rules) that he/she has a present intention to sell Shares to the Company or its subsidiaries, or has undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange, so far as the same may be applicable, that they will only exercise the power of the Company to make repurchases of its Shares pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the Company’s memorandum of association and Articles and all applicable laws of the Cayman Islands.

6. EFFECT OF TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If on exercise of the power to repurchase Shares under the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such an increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

The Directors have no present intention to exercise the Repurchase Mandate to such extent so as to result in triggering a mandatory offer obligation or the public holding of Shares would be reduced below 25% of the issued share capital of the Company.

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the following Shareholders have beneficial interests representing 5% or more of the issued share capital of the Company within the meaning of Part XV of the SFO:

		Before	After
Name of Shareholders	Number of Shares held	repurchase	repurchase
Perfect Develop Holding	522,526,940 Shares	15.68%	17.42%
Inc. (Notes 1, 3)
China Uranium Development	1,670,000,000 Shares	50.11%	55.68%
(Notes 2, 3)
CGNPC-URC (Notes 2, 3)	1,670,000,000 Shares	50.11%	55.68%
CGNPC (Notes 2, 3)	1,670,000,000 Shares	50.11%	55.68%

Notes:

• (1) The issued share capital of Perfect Develop Holding Inc. is beneficially owned as to 58.28% by Mr. Tao Lung, 30.67% by Mr. Huang Jianming and 11.05% by Mr. Liu James Jin. Mr. Tao Lung and Mr. Liu James Jin are former executive Directors of the Company. Mr. Huang Jianming is a founder of the Group and is currently a non-executive Director of the Company. Pursuant to a share charge dated 1 April 2011 (the “ Share Charge ”), Perfect Develop Holding Inc. charged 450,000,000 shares (“ Charged Shares ”) in favour of China Uranium Development. Subsequently, pursuant to a supplemental deed dated 18 February 2014 (“ Supplemental Deed ”), 225,000,000 Charged Shares were released on 18 February 2014 and subject to a lock up which will expire on 31 December 2014. The remaining 225,000,000 Charged Shares will continue to be charged in favour of China Uranium Development until 31 December 2014. Please refer to the announcement of the Company dated 18 February 2014 for further details of the Supplemental Deed.

• (2) China Uranium Development is also interested in the convertible bonds in the principal amount of HK$600,000,000 issued by the Company (the “ Convertible Bonds ”), which can be converted into 2,608,695,652 Shares. China Uranium Development is solely and beneficially owned by CGNPC-URC which in turn is held by CGNPC.

• (3) Assuming that the Share Charge is not enforced by China Uranium Development and the Convertible Bonds are not converted into Shares as at the Latest Practicable Date up to the date of AGM.

In the event that the Repurchase Mandate is exercised in full and given that the Repurchase Mandate has been approved by the Shareholders, the interests of the above Shareholders will be increased to approximately the respective percentage shown in the last column above. On the basis of the shareholding held by the Shareholders named above, an exercise of the Repurchase Mandate in full will not give rise to an obligation on them to make a mandatory offer under Rule 26 of the Takeovers Code.

7. SHARE PURCHASE MADE BY THE COMPANY

The Company has not repurchased any of its Shares (whether on the Stock Exchange or otherwise) during the six months period immediately preceding the Latest Practicable Date.

– 9 –

EXPLANATORY STATEMENT

APPENDIX I

8. SHARE PRICES

During each of the previous twelve calendar months immediately preceding the Latest Practicable Date, the highest and lowest prices at which the Shares had been traded on the Stock Exchange were as follows:

		Share
	Highest		Lowest
	HK$		HK$
2013
March	0.81		0.70
April	0.74		0.67
May	0.76		0.67
June	0.69		0.51
July	0.69		0.56
August	0.72		0.64
September	0.67		0.57
October	0.77		0.62
November	0.75		0.61
December	0.69		0.58
2014
January	0.64		0.58
February	0.80		0.57
March (up to the Latest Practicable Date)	0.72		0.70

– 10 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Details of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:

Executive Directors

Mr. Yu Zhiping (“Mr. Yu”) , aged 50, is the chief executive officer and executive Director of the Company. He was appointed the chairman and a non-executive Director on 18 August 2011 and was re-designated to the chief executive officer and an executive Director of the Company on 5 December 2013 (the “ Re-designation ”). Mr. Yu is a senior engineer. He joined CGN Group in 1989, and is currently a general manager of CGNPC-URC. Prior to that, he was the secretary general of the Financial and Economic Affairs Committee, director of the research centre, and a general manager of the strategic planning department of CGNPC. Mr. Yu has over 23 years of experience in corporate management and uranium exploration. Mr. Yu is currently the chairman of Swakop Uranium (Pty) Limited and a non-executive director of North River Resources plc (listed on AIM of the London Stock Exchange, ticker: NRRP). Mr. Yu graduated with a bachelor degree in Engineering Mechanics from Huazhong University of Science & Technology in 1985.

Mr. Yu had entered into a new service agreement with the Company for an initial term of two years commencing on 5 December 2013 following the Re-designation and will continue thereafter until terminated by not less than three months’ notice in writing served by either party to the other. Mr. Yu is entitled to an annual salary of HK$950,000, which was determined by the Company with reference to the duties and level of responsibilities, the remuneration policy of the Company and the working experience, skill, knowledge and involvement in the Company’s affairs.

Save as disclosed above, as at the Latest Practicable Date, Mr. Yu did not have any other relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company and did not hold any directorship and position in the Group or in other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the Latest Practicable Date, Mr. Yu does not have, and is not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO.

Save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the Shareholders. There is no other information regarding Mr. Yu which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

– 11 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Non-Executive Directors

Mr. Zhou Zhenxing (“Mr. Zhou”) , aged 57, was appointed as the chairman and a non-executive Director of the Company on 5 December 2013. He is currently the chairman of the board of CGNPC-URC, China General Nuclear Power Services Corporation and CGN (Beijing) Nuclear Technology Application Co., Ltd.. Mr. Zhou joined China National Nuclear Corporation in March 1989 as an engineer of the general affairs division of the nuclear resources bureau department between March 1989 and May 1991 and was the deputy director of the general affairs division of the nuclear resources bureau department between June 1991 and December 1992, taking charge of the job duties, and subsequently the secretary to the executive deputy general manager (which is the equivalent of head of divisions* (正處級)) of China National Nuclear Corporation between January 1993 and January 1996. Between July 1996 and December 1999, he joined Unilever Wall’s (China) Co., Ltd. as vice general manager and head of human resources & external relations, concurrently between July 1998 to April 2001, he also served as vice president of Sumstar Group Co., Ltd., a company under Ministry of Light Industry. Between May 2001 and March 2003, Mr. Zhou joined China Universities Intelligence Bank Co., Ltd. as the executive vice president, head of human resources and head of project management. Between April 2003 and September 2006, Mr. Zhou joined Galaxy Captek Co., Ltd. a member of CGN Group, as general manager. Between October 2006 and August 2009 he was the general manager of CGNPC-URC. He has been the chairman of the board of CGNPC-URC since August 2009. Mr. Zhou graduated with a bachelor of engineering degree in metal materials engineering from the Hebei University of Science and Technology and with a master of engineering degree in metal materials and heat treatment from the Harbin Institute of Technology. Mr. Zhou has extensive experience in operation and management of large-scale enterprises at home and abroad, as well as the practical experience in uranium exploration and nuclear fuel operation system.

Mr. Zhou had entered into a service agreement with the Company for an initial term of two years commencing on 5 December 2013 and will continue thereafter until terminated by not less than three months’ notice in writing served by either party to the other. Mr. Zhou is entitled to an annual salary of HK$200,000, which was determined by the Company with reference to the duties and level of responsibilities, the remuneration policy of the Company and the working experience, skill, knowledge and involvement in the Company’s affairs.

Save as disclosed above, as at the Latest Practicable Date, Mr. Zhou did not have any other relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company and did not hold any directorship and position in the Group or in other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the Latest Practicable Date, Mr. Zhou does not have, and is not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO.

– 12 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the Shareholders. There is no other information regarding Mr. Zhou which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

Mr. Chen Qiming (“Mr. Chen”) , aged 51, was appointed as a non-executive Director of the Company on 5 December 2013. He is a non-executive director of Silver Grant International Industries Limited (which is listed on the main board of the Stock Exchange: stock code: 171) and vice chairman of its board of directors since 15 February 2012. He is a senior engineer in the PRC. Mr. Chen has over 15 years of experience in the power industry. Mr. Chen joined CGNPC, a substantial shareholder of Silver Grant International Industries Limited, in 1996 and served various positions including head of the construction contract division of Ling Ao Nuclear Power Co., Ltd., a subsidiary of CGNPC, head of the commercial division of CGNPC, manager of the contract procurement department of Liaoning Hongyanhe Nuclear Power Co., Ltd., manager of the contract and procurement department of China Nuclear Power Engineering Co., Ltd. and the deputy general manager and general manager of the capital operation department of CGNPC. He obtained a bachelor of science in engineering from the East China University of Metallurgy in 1984 and a master in economics from the University of International Business and Economics in 2003.

Mr. Chen had entered into a service agreement with the Company for an initial term of two years commencing on 5 December 2013 and will continue thereafter until terminated by not less than three months’ notice in writing served by either party to the other. Mr. Chen is entitled to an annual salary of HK$150,000, which was determined by the Company with reference to the duties and level of responsibilities, the remuneration policy of the Company and the working experience, skill, knowledge and involvement in the Company’s affairs.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chen did not have any other relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company and did not hold any directorship and position in the Group or in other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the Latest Practicable Date, Mr. Chen does not have, and is not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO.

Save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the Shareholders. There is no other information regarding Mr. Chen which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Mr. Xing Jianhua (“Mr. Xing”) , aged 42, was appointed as a non-executive Director of the Company on 5 December 2013. He is currently the general manager of the finance department at CGNPC. Prior to this, he was the deputy general manager of the finance department at CGNPC and before that the assistant general manager of its finance department. In March 2002, he joined Changsha Research Institute of Mining and Metallurgy Co., Ltd as head of the finance department and he resigned from the position in April 2005. Between April 2005 and February 2006, Mr. Xing was the general manager of the finance department of China Potevio Co., Ltd. In February 2006, Mr. Xing joined the accounting division of the finance department of China Guangdong Nuclear Power Engineering Co., Ltd and in April 2006, he was promoted to head of the accounting division of the finance department. In June 2007, he was further promoted to head of the finance project investment control department of China Guangdong Nuclear Power Engineering Co., Ltd. In May 2008, he joined CGNPC as assistant general manager of the finance department and then between May 2009 and January 2012, he was promoted to the deputy general of the finance department. Since January 2012, Mr. Xing holds the position of the general manager of the finance department of CGNPC. Mr. Xing graduated with a bachelor’s degree in mining engineering from Hunan University of Science and Technology and a master’s degree in accounting from Wuhan University of Technology.

Mr. Xing had entered into a service agreement with the Company for an initial term of two years commencing on 5 December 2013 and will continue thereafter until terminated by not less than three months’ notice in writing served by either party to the other. Mr. Xing is entitled to an annual salary of HK$150,000, which was determined by the Company with reference to the duties and level of responsibilities, the remuneration policy of the Company and the working experience, skill, knowledge and involvement in the Company’s affairs.

Save as disclosed above, as at the Latest Practicable Date, Mr. Xing did not have any other relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company and did not hold any directorship and position in the Group or in other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the Latest Practicable Date, Mr. Xing does not have, and is not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO.

Save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the Shareholders. There is no other information regarding Mr. Xing which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Independent Non-Executive Director

Mr. Ling Bing (“Mr. Ling”) , aged 47, was appointed as an independent non-executive Director of the Company on 18 August 2011. He is a qualified lawyer in the PRC, and is currently a Chinese Law professor of the University of Sydney, Australia. Mr. Ling is a member of the Executive Council of the Chinese Society of International Law, a consultant to the research centre of law of the sea of School of Law of Tsinghua University, a consultant to the Centre of Comparative Law and Transnational Law of Tilburg University in the Netherlands and an external consultant for both the LLM Program in Chinese Law of the Faculty of Law of the University of Hong Kong and the LLM Program of the Open University of Hong Kong. Mr. Ling was a professor and associate dean of the Faculty of Law of the Chinese University of Hong Kong, a visiting professor of the Law School of Tsinghua University, an adjunct professor of School of Law of Fudan University, a visiting professor of Law School of the University of Michigan, and a tutor of the Institute of International Law of Peking University. Mr. Ling has over 21 years of experience in Business Law teaching and research. Mr. Ling has an LLB degree from Peking University and an LLM degree from the University of Michigan.

Mr. Ling was appointed as Director for an initial term of two years commencing from 18 August 2011. He has entered into a service agreement with the Company for an initial term of two years and will continue thereafter until terminated by not less than three months’ notice in writing served by either party to the other. Mr. Ling is entitled to an annual salary of HK$120,000, which was determined by the Company with reference to the duties and level of responsibilities, the remuneration policy of the Company and the working experience, skill, knowledge and involvement in the Company’s affairs.

Save as disclosed above, as at the Latest Practicable Date, Mr. Ling did not have any other relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company and did not hold any directorship and position in the Group or in other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the Latest Practicable Date, Mr. Ling does not have, and is not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO.

Save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the Shareholders. There is no other information regarding Mr. Ling which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [188 x 48] intentionally omitted <==

*

(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 Boardroom 5, Mezzanine Floor, Renaissance Harbour View Hotel, Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 23 May 2014 (Friday) at 10:30 a.m. for the following purposes:

ORDINARY BUSINESS

1. To consider and adopt the audited consolidated financial statements for the year ended 31 December 2013 and the reports of the directors (the “ Directors ”) and the auditors of the Company for the year ended 31 December 2013.

2. a. To re-elect the following Directors of the Company:

   • (i) Mr. Yu Zhiping as an executive Director;

   • (ii) Mr. Zhou Zhenxing as a non-executive Director;

   • (iii) Mr. Chen Qiming as a non-executive Director;

   • (iv) Mr. Xing Jianhua as a non-executive Director; and

   • (v) Mr. Ling Bing as an independent non-executive Director.

3. b. To authorise the board of Directors to fix the remuneration of the Directors.

4. To re-appoint SHINEWING (HK) CPA Limited as the auditors of the Company and to authorise the board of Directors to fix their remuneration.

SPECIAL BUSINESS

As special businesses, to consider, and if thought fit, pass the following resolutions as ordinary resolutions:

1. “ THAT :

2. (a) subject to paragraph (b) of this resolution, 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

* For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

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;

• (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 date 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 recognised regulatory body or any stock exchange in any territory applicable to the Company).”

5. “ THAT

• (a) subject to paragraph (b) of this resolution, 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;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of shares of the Company which may be repurchased or agreed to be repurchased 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

• (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.”

• “ THAT conditional upon resolutions (4) and (5) above being passed, the general mandate granted to the Directors pursuant to resolution (4) be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the number of shares in the issued share capital of the Company that are repurchased by the Company under the authority granted to the Directors pursuant to resolution (5), 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.”

By Order of the Board CGN Mining Company Limited Zhou Zhenxing Chairman

Hong Kong, 26 March 2014

Registered office: Cricket Square Hutchins Drive, P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal office in Hong Kong: Suites 6706-07, 67/F., Central Plaza, 18 Harbour Road Wanchai, Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A member of the Company entitled to attend and vote at the annual general 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, to vote in his stead in the event of a poll. 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 annual general 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 revoked.

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 annual general 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 no. 5 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 2013.

5. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 21 May 2014 to Friday, 23 May 2014, both days inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the annual general meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Share Registrar in Hong Kong, Union Registrars Limited at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 20 May 2014.

As at the date of this notice, the board of Directors of the Company comprises two executive Directors: Mr. Yu Zhiping (chief executive officer) and Mr. He Zuyuan, four non-executive Directors: Mr. Zhou Zhenxing (chairman), Mr. Chen Qiming, Mr. Xing Jianhua and Mr. Huang Jianming, and three independent non-executive Directors: Mr. Ling Bing, Mr. Qiu Xianhong and Mr. Huang Jinsong.

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