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CMOC Group Limited — Proxy Solicitation & Information Statement 2025
Nov 17, 2025
50942_rns_2025-11-17_4f853a1f-9224-45e8-b19f-4d8ddf3c9005.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.
CMOC
洛阳钼业
洛陽樂川鉬業集團股份有限公司
CMOC Group Limited
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 03993)
NOTICE OF THE 2025 SECOND EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2025 second extraordinary general meeting (the "EGM") of CMOC Group Limited* (the "Company") will be held at Beijing Hall, 2nd Floor, River Wing, Pudong Shangri-La, 33 Fucheng Road, Pudong New Area, Shanghai, the People's Republic of China (the "PRC") at 1:30 p.m. on Monday, 8 December 2025 for the purposes of considering, and if thought fit, approving the following resolutions. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 17 November 2025.
ORDINARY RESOLUTIONS
- "To consider and approve the Resolution in relation to the Proposed Election of an Executive Director to the Seventh Session of the Board of Directors of the Company".
- "To consider and approve the Resolution in relation to the Proposed Election of a Non-Executive Director to the Seventh Session of the Board of Directors of the Company".
SPECIAL RESOLUTION
- "To consider and approve the Resolution in relation to the Proposed Cancellation of Supervisory Committee and Amendments to the Articles of Association and Internal Control Systems".
By Order of the Board
CMOC Group Limited*
Liu Jianfeng
Chairman
Luoyang City, Henan Province, the PRC, 17 November 2025
As at the date of this notice, the Company's executive directors are Mr. Liu Jianfeng and Mr. Que Chaoyang; the Company's non-executive directors are Mr. Lin Jiuxin and Mr. Jiang Li; and the Company's independent non-executive directors are Mr. Wang Kaiguo, Ms. Gu Hongyu and Mr. Cheng Gordon.
- For identification purposes only
- 2 -
Notes:
(1) All resolutions at the meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates to a procedural or administrative matter to be voted on by a show of hands pursuant to the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
(2) Each H Shareholder who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his/her behalf at the EGM. The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. In case that an appointor is a body corporate, the instrument must be either under the common seal of the body corporate or under the hand of its director or other person, duly authorised. If the instrument appointing a proxy is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be certified by a notary public. For H Shareholders, the form of proxy and the notarially certified power of attorney or other documents of authorisation must be delivered to the Company's H Share registrar at the address stated in note (6) below by post or facsimile (for H Shareholders only), not later than 1:30 p.m. on Sunday, 7 December 2025 (or if the EGM is adjourned, not less than 24 hours before the time appointed for holding the adjournment EGM (as the case may be)). Completion and return of the form of proxy will not preclude a Shareholder from attending and voting at the EGM or any adjournment should he/she so wish.
(3) In order to determine the list of H Shareholders who will be entitled to attend and vote at the EGM, the register of members of H Shares of the Company will be closed from Tuesday, 2 December 2025 to Monday, 8 December 2025 (both days inclusive) during which period no transfer of H Shares will be effected. H Shareholders whose names appear on the register of members of H Shares of the Company at 4:30 p.m. on Monday, 1 December 2025 shall be entitled to attend and vote at the EGM. In order for the H Shareholders to qualify for attending and voting at the EGM, Shareholders whose H Shares are not registered in their names should complete and lodge their respective instruments of transfer with the relevant H Share certificates with Computershare Hong Kong Investor Services Limited, the Company's H Share registrar in Hong Kong, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, and in any case no later than 4:30 p.m. on Monday, 1 December 2025.
(4) Shareholders or their proxies must present proof of their identities upon attending the EGM. Should a proxy be appointed, the proxy must also present copies of his/her proxy form, or copies of appointing instrument and power of attorney, if applicable.
(5) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or loss of capacity of the appointor, or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of Shares in respect of which the proxy is given, provided that no notice in writing of these matters shall have been received by the Company prior to the commencement of the EGM.
(6) The address and contact details of the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, are as follows:
17M Floor, Hopewell Centre
183 Queen's Road East
Wanchai
Hong Kong
Telephone No.: (+852) 2862 8555
Facsimile No.: (+852) 2865 0990/(+852) 2529 6087
(7) The address and contact details of the Company's office of the Board at its principal place of business in the PRC are as follows:
North of Yihe
Huamei Shan Road
Chengdong New District
Luanchuan County
Luoyang City
Henan Province
The People's Republic of China
Postal code: 471500
Telephone No.: (+86) 379 6860 3993
Facsimile No.: (+86) 379 6865 8017
The EGM is expected to last not more than one day. Shareholders or proxies attending the EGM are responsible for their own transportation and accommodation expenses.