CGN Mining Company Limited — Proxy Solicitation & Information Statement 2025

Jul 25, 2025

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 however arising from or in reliance upon the whole or any part of the contents of this notice.

中广核CGSN 中广核礦業有限公司CGN Mining Company Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01164)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of CGN Mining Company Limited (the “Company”) will be held at 18F, Block A, Guangyao Oriental Center, No.100 West Third Ring North Road, Haidian District, Beijing City, PRC on 19 August 2025 (Tuesday) at 10:00 a.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. "THAT

(a) the framework agreement dated 3 June 2025 (the “New Sales Framework Agreement”) entered into between the Company and CGNPC Uranium Resources Co., Ltd* (中廣核鈉業發展有限公司), a copy of which has been produced to the EGM marked “A” and signed by the chairman of the EGM for the purpose of identification, the terms and conditions therein, the transactions contemplated thereunder and the proposed annual cap amounts of HK$3,943,613,653.68 for the year ending 31 December 2026, HK$4,395,565,471.56 for the year ending 31 December 2027 and HK$4,561,098,810.61 for the year ending 31 December 2028 be and are hereby approved, ratified and confirmed; and

(b) 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 he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the New Sales Framework Agreement and to waive compliance with or make and agree such variations of a non-material nature to any of the terms of the New Sales Framework Agreement as he/she may in his/her 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.”

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1. “THAT

(a) the financial services framework agreement dated 3 June 2025 (the “New Financial Services Framework Agreement”) entered into between (i) the Company, (ii) CGN Finance Co., Ltd* (中廣核財務有限責任公司) and (iii) CGNPC Huasheng Investment Limited, a copy of which has been produced to the EGM marked “B” and signed by the chairman of the EGM for the purpose of identification, the terms and conditions therein, the transactions contemplated thereunder and the proposed cap amount on outstanding balance of deposits (including any outstanding accrued interest) of US$900 million during anytime in each of the three years ending 31 December 2026, 2027 and 2028 be and are hereby approved, ratified and confirmed; and

(b) 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 he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the New Financial Services Framework Agreement and to waive compliance with or make and agree such variations of a non-material nature to any of the terms of the New Financial Services Framework Agreement as he/she may in his/her 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.”

1. “THAT

(a) the sales and purchase agreement dated 3 June 2025 (the “Sales and Purchase Agreement of Natural Uranium”) entered into between CGN Global Uranium Ltd and China Uranium Development Company Limited, a copy of which has been produced to the EGM marked “C” and signed by the chairman of the EGM for the purposes of identification, the terms and conditions therein and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and

(b) 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 he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the Sales and Purchase Agreement of Natural Uranium and to waive compliance with or make and agree such variations of a non-material nature to any of the terms of the Sales and Purchase Agreement of Natural Uranium as he/she may in his/her 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
CGN Mining Company Limited
Wang Xianfeng
Chairman

Hong Kong, 25 July 2025

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

Head office and principal place of business in Hong Kong:
Room 1903, 19/F
China Resources Building
No. 26 Harbour Road
Wanchai, Hong Kong

Notes:

1. No refreshments and drinks will be served at the EGM. To facilitate shareholders attending the EGM, electronic facilities will be set up at Room 1903, 19/F, China Resources Building, No. 26 Harbour Road, Wanchai, Hong Kong (the “Hong Kong Venue”) where shareholders or his/her/its proxies may participate in the EGM and communicate with other participants of the EGM simultaneously and instantaneously through such electronic facilities. Pursuant to the articles of association of the Company, such participation shall constitute presence in person at the EGM. Shareholders and/or his/ her/its proxies attending the Hong Kong Venue may also cast their votes in person in the Hong Kong Venue.

2. To determine the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from 14 August 2025 (Thursday) to 19 August 2025 (Tuesday), both days inclusive, during which period no transfer of shares in the Company can be effected. In order to be eligible to attend and vote at the EGM, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on 13 August 2025 (Wednesday). The record date for determining the entitlement of the Shareholders to attend and vote at the EGM is on 19 August 2025 (Tuesday).

3. A shareholder entitled to attend and vote at the EGM 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/ her/its place. A proxy need not be a shareholder of the Company, but must attend the EGM in person to represent the shareholder. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her/ its behalf. If more than one proxy is so appointed, a photocopy of the form of proxy may be used and the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

4. In order to be valid, the form of proxy together with a power of attorney or other authority, if applicable, under which it is signed (or a notarially certified copy of that power of attorney or authority) must be deposited at the Hong Kong branch share registrar and transfer office of the Company, (1) Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong (on or before 31 July 2025 (Thursday)) or (2) Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (on or after 1 August 2025 (Friday)) not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

5. Delivery of an instrument appointing a proxy will not preclude a shareholder from attending and voting in person at the EGM or any adjournment thereof and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

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1. In the case of joint holders of share(s), any one of such joint holders may vote, either in person or by proxy, in respect of such share(s) as if he/she/its was solely entitled thereto; but if more than one of such joint holders (whether in person or by proxy) are present at the EGM, 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 holder(s). 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.

2. If Typhoon Signal No. 8 or above or a “black” rainstorm warning is in effect or extreme conditions caused by typhoons persists in Hong Kong any time between 7:00 a.m. and the time appointed for holding the EGM (being 10:00 a.m.) on the date of the EGM, the EGM will be held as scheduled. Shareholders should make their own decision as to whether they would attend the EGM under bad weather conditions and if they should choose to do so, they are advised to exercise care and caution.

As at the date of this notice, the Board comprises two executive Directors: Mr. Qiu Bin (chief executive officer) and Ms. Xu Junmei, three non-executive Directors: Mr. Wang Xianfeng (chairman), Mr. Sun Xu and Mr. Liu Guanhua, and three independent non-executive Directors: Mr. Gao Pei Ji, Mr. Zhang Yuntao and Mr. Wu Yingpeng.

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