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China Hanking Holdings Limited Proxy Solicitation & Information Statement 2017

Nov 14, 2017

50885_rns_2017-11-14_c032f061-6e09-4b3b-a458-f8c18dc9232c.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 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.

CHINA HANKING HOLDINGS LIMITED 中國罕王控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 03788)

NOTICE OF EXTRAORDINARY GENERAL MEETING AND

CONTINUING CONNECTED TRANSACTION – SUPPLEMENTAL AGREEMENTS TO IRON ORE CONCENTRATES SALE AGREEMENT

Notice is hereby given that an extraordinary general meeting (the “ EGM ”) of China Hanking Holdings Limited will be held at Conference Room, 22nd Floor, No.227, Qingnian Street, Shenhe District, Shenyang, the PRC on Thursday, 14 December 2017 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following proposed ordinary resolution of the Company. Unless otherwise defined, capitalised terms used herein shall have the same meanings as ascribed to them in the circular of the Company dated 14 November 2017.

ORDINARY RESOLUTION

1. THAT :

  • “(a) the Supplemental Agreements dated 26 September 2017 and 10 November 2017, respectively, and entered into between Shenyang Toyo Steel Utility Co., Ltd.* (瀋陽東洋煉鋼公用設施有限 公司), Fushun Hanking D.R.I. Co., Ltd.* (撫順罕王直接還原鐵有限公司), Dalian Huaren Trading Co., Ltd.* (大連華仁貿易有限公司)and Fushun Deshan Trading Co., Ltd.* (撫順德山 貿易有限公司) (a copy of which is produced to the EGM marked “A” and signed by the Chairman of the EGM for purpose of identification) be and is hereby approved, confirmed and ratified;

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  • (b) the proposed annual caps for the continuing connected transactions constituted by the transactions contemplated under the Supplemental Agreements for the three years ending 31 December 2019 as set out in the circular of the Company dated 14 November 2017 be and are hereby approved, confirmed and ratified; and

  • (c) any one Director of the Company be and is hereby authorised to do all such things and acts as he/she may in his/her discretion consider as necessary, expedient or desirable for the purpose of or in connection with the implementation of the Supplemental Agreements, including but not limited to the execution of all such documents under seal where applicable, as he/she considers necessary or expedient in his/her opinion to implement and/or give effect to the Supplemental Agreements and the transactions thereunder, and to agree with such variation, amendment or waiver as, in the opinion of the Directors, in the interests of the Company and its shareholders as a whole.”

By order of the Board China Hanking Holdings Limited Yang Jiye Chairman and executive Director

Shenyang, the PRC 14 November 2017

Notes:

  1. A Shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a Shareholder.

  2. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

  3. In order to be valid, a form of proxy must be deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof.

  4. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

  5. The transfer books and register of members of the Company will be closed from Friday, 8 December 2017 to Thursday, 14 December 2017, both days inclusive, in order to determine the entitlement of Shareholders to attend the above meeting, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 7 December 2017.

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As at the date of this announcement, the executive directors of the Company are Mr. Yang Jiye, Dr. Pan Guocheng, Mr. Zheng Xuezhi, Dr. Qiu Yumin and Mr. Xia Zhuo; the non-executive director of the Company is Mr. Kenneth Jue Lee; and the independent non-executive directors of the Company are Mr. Wang Ping, Dr. Wang Anjian and Mr. Ma Qingshan.

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