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Feishang Anthracite Resources Limited Proxy Solicitation & Information Statement 2026
50131_rns_2026-05-21_aae18360-18d5-4292-b0dc-df36afb65966.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR 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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Feishang Anthracite Resources Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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.
FEISHANG
Feishang Anthracite Resources Limited
飛尚無煙煤資源有限公司
(Incorporated in the British Virgin Islands with limited liability)
(Stock Code: 1738)
PROPOSALS FOR
(1) RE-ELECTION OF RETIRING DIRECTORS;
(2) GENERAL MANDATES TO ISSUE SHARES AND
REPURCHASE SHARES; AND
(3) CHANGE OF AUDITOR;
AND
NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used in this cover page shall have the same meanings as those defined in this circular.
A letter from the Board is set out on pages 3 to 11 of this circular. A notice convening the AGM to be held at 25/F, Jindi Centre, No. 2007 Shennan Avenue, Futian District, Shenzhen, Guangdong Province, the People's Republic of China on Friday, 26 June 2026 at 2:30 p.m. is set out on pages 22 to 25 of this circular.
Whether or not you intend to attend the AGM, please complete and sign the enclosed form of proxy for use at the AGM in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time fixed for the AGM (i.e. not later than 2:30 p.m. on Wednesday, 24 June 2026) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM if you so wish.
This circular and the form of proxy are also published on the designated website of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the website of the Company (http://www.fsanthracite.com).
- References to time and dates in this circular are to Hong Kong time and dates.
22 May 2026
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 3
- Proposed Re-election of Retiring Directors 4
- Proposed Granting of General Mandate to Issue Shares 4
- Proposed Granting of General Mandate to Repurchase Shares 4
- Proposed Change of Auditor 5
- Annual General Meeting and Proxy Arrangement 9
- Closure of Register of Members 10
- Recommendation 10
- Responsibility Statement 11
- General 11
Appendix I - Details of the Retiring Directors Proposed to be Re-elected 12
Appendix II - Explanatory Statement on the Share Repurchase Mandate 19
Notice of Annual General Meeting 22
This circular is available in printed form in both English and Chinese and is also published on the designated website of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the website of the Company (http://www.fsanthracite.com). The English version will prevail in case of any inconsistency between the English version and the Chinese version of this circular.
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM"
Annual General Meeting, an annual general meeting of the Company to be held at 25/F, Jindi Centre, No. 2007 Shennan Avenue, Futian District, Shenzhen, Guangdong Province, the People's Republic of China on Friday, 26 June 2026 at 2:30 p.m.
"Articles of Association"
the articles of association of the Company as amended, supplemented or modified from time to time
"Board"
the board of Directors
"BVI"
the British Virgin Islands
"CHNR"
China Natural Resources, Inc., a company incorporated in BVI on 14 December 1993, the shares of which are listed on the Capital Market of NASDAQ in the State of New York, United States
"CNY"
Chinese Yuan, the lawful currency of the People's Republic of China
"Company"
Feishang Anthracite Resources Limited, a company incorporated in BVI with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange
"Director(s)"
the director(s) of the Company from time to time
"Group"
the Company and its subsidiaries from time to time
"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
"Issuance Mandate"
as defined in paragraph 3 of the letter from the Board as set out on page 4 of this circular
"Last AGM"
the last annual general meeting of the Company held on 30 May 2025
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DEFINITIONS
"Latest Practicable Date"
15 May 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time
"SFO"
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
"Share(s)"
the ordinary share(s) of HK$0.001 each in the share capital of the Company
"Share Option Scheme"
the share option scheme adopted by the Company on 28 June 2022
"Share Repurchase Mandate"
as defined in paragraph 4 of the letter from the Board as set out on page 4 of this circular
"Shareholder(s)"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Code on Takeovers and Mergers issued by the Securities and Futures Commission as amended from time to time
"%"
per cent
- 2 -
LETTER FROM THE BOARD
FEISHANG
Feishang Anthracite Resources Limited
飛尚無煙煤資源有限公司
(Incorporated in the British Virgin Islands with limited liability)
(Stock Code: 1738)
Executive Director:
Mr. LI Zongyang (Chairman)
Independent Non-executive Directors:
Ms. LIANG Ying
Mr. LUI Tin Shun
Mr. WANG Xiufeng
Registered Office:
Maples Corporate Services (BVI) Limited
Kingston Chambers, P.O. Box 173
Road Town, Tortola
British Virgin Islands
Principal Place of Business
in Hong Kong:
Room M07, 7/F
Valiant Industrial Building
2-12 Au Pui Wan Street
Fo Tan, NT, Hong Kong
22 May 2026
To the Shareholders
Dear Sir/Madam,
PROPOSALS FOR
(1) RE-ELECTION OF RETIRING DIRECTORS;
(2) GENERAL MANDATES TO ISSUE SHARES AND
REPURCHASE SHARES; AND
(3) CHANGE OF AUDITOR;
AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the AGM to be held on Friday, 26 June 2026, and to give Shareholders notice of the AGM.
LETTER FROM THE BOARD
2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS
In accordance with Article 14.19 of the Articles of Association, Ms. LIANG Ying and Mr. WANG Xiufeng shall retire by rotation from office at the AGM and, being eligible, have offered themselves for re-election. In addition, Mr. LI Zongyang and Mr. LUI Tin Shun who were appointed by the Board on 27 October 2025 and 23 December 2025 respectively shall hold office until the AGM and, being eligible, have offered themselves for re-election in accordance with Article 14.2 of the Articles of Association.
The biographical details of the director candidates standing for election at the AGM are set out in Appendix I to this circular.
3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
At the Last AGM, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the AGM. In order to give the Company the flexibility to issue Shares if and when appropriate, a resolution of the Shareholders will be proposed at the AGM to approve the granting of a general and unconditional mandate to the Directors to allot, issue or deal with an additional number of Shares not exceeding 20% of the total number of issued Shares of the Company as at the date of the passing of the proposed resolution contained in item 4(A) of the notice of the AGM (i.e. a total of 276,109,160 Shares, assuming that the total number of issued Shares of the Company remains unchanged after the Latest Practicable Date and up to the date of the AGM) (the "Issuance Mandate"). Conditional upon the passing of the resolutions of the Shareholders to grant the Issuance Mandate and the Share Repurchase Mandate, a resolution to extend the Issuance Mandate by adding number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate as set out in item 4(C) of the notice of the AGM will also be proposed at the AGM.
The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance Mandate.
4. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES
At the Last AGM, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the AGM. In order to give the Company the flexibility to repurchase its Shares if and when appropriate, a resolution of the Shareholders will be proposed at the AGM to approve the granting of a general and unconditional mandate to the Directors to repurchase its Shares on the Stock Exchange not exceeding 10% of the total number of issued Shares of the Company as at the date of the passing of the proposed resolution contained in item 4(B) of the notice of the AGM (i.e. a total of 138,054,580 Shares, assuming that the issued share capital of the Company remains unchanged after the Latest Practicable Date and up to the date of the AGM) (the "Share Repurchase Mandate"). The Share Repurchase Mandate may continue in force during the period ending on 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 law or by the Articles
LETTER FROM THE BOARD
of Association; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company. The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Share Repurchase Mandate.
In accordance with Rule 10.06(1)(b) of the Listing Rules, an explanatory statement containing information reasonably necessary for the Shareholders to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.
5. PROPOSED CHANGE OF AUDITOR
Ernst & Young ("EY") will retire as the auditor of the Company at the 2026 AGM.
Upon the recommendation of the audit committee of the Company (the "Audit Committee"), the Board resolved to propose a resolution at the 2026 AGM to approve the appointment of CCTH CPA Limited ("CCTH"), Certified Public Accountants in Hong Kong, as the new auditor of the Company, to hold office from the conclusion of the 2026 AGM until the conclusion of the next annual general meeting of the Company. Such proposed appointment is subject to the approval of the Shareholders at the 2026 AGM.
As the Company and EY were not able to reach consensus on the audit fee for the year ending 31 December 2026, the Company has initiated an open procurement and selection process for auditors. Upon consulting the quotations for audit service fees from three candidates including CCTH, all three quotations represent a certain level of reduction compared to the current fees of EY. Taking into account the factors regarding suitability set out below, and based on a comprehensive consideration of audit independence, work efficiency and cost-effectiveness, the appointment of CCTH is more in line with the interests of the Company and the Shareholders as a whole.
The Audit Committee has considered a number of factors in assessing the proposed appointment of CCTH as the auditor of the Company in accordance with its terms of reference, including but not limited to (i) CCTH's audit proposal and audit fee; (ii) its experience, industry knowledge and technical competence in providing audit work for companies listed on The Stock Exchange of Hong Kong Limited; (iii) its independence from the Group and objectivity; (iv) its market reputation; (v) its resources and capabilities; and (vi) the relevant guidance issued by the Hong Kong Accounting and Financial Reporting Council ("AFRC"). Details of the assessment of the suitability of CCTH are set out below: -
(i) Audit proposal and audit fee
According to CCTH's audit proposal, the fees, audit methodology, scope of work, audit resource allocation and transparency of the fee breakdown have been set out in detail. CCTH's quotation is based on a range of factors, including the size and composition of its team, the seniority mix of the personnel to be deployed, the firm's operating model and resource
LETTER FROM THE BOARD
availability. CCTH's audit service quotation for the year ending 31 December 2026 is approximately CNY2.4 million, which covers the statutory audits of the Company and all its subsidiaries. The final fee will be determined based on the list of companies as at 31 December 2026. CCTH's audit scope comprehensively covers the Company's core business operations, with an audit plan tailored to the Company's size and risk profile. The fees proposed by CCTH are commensurate with the scale and structure of the Group, as well as the nature and complexity of the Group's business and operations. In the absence of any material change in the scale and structure of the Group, the fee proposed by CCTH is lower than the current fee level of EY.
(ii) Experience, industry knowledge and technical competence
CCTH possesses solid practical experience, professional industry knowledge and technical capability in serving Hong Kong listed issuers, and is familiar with the Listing Rules and International Financial Reporting Standards. It has in-depth understanding of the business development, scale and risk profile of listed groups, and is capable of designing tailored audit plans accordingly.
(iii) Independence from the Group and objectivity
To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the audit engagement team and other persons in the audit firm (as applicable) are independent of the Group in accordance with the Code of Ethics for Professional Accountants issued by the Hong Kong Institute of Certified Public Accountants. In addition, as advised by CCTH, based on an understanding of its firm policies, no circumstances have been identified that may pose a threat to the independence and objectivity of the new auditor.
(iv) Market reputation
CCTH has extensive experience in providing audit services to Hong Kong listed issuers, is familiar with the Listing Rules and International Financial Reporting Standards, and possesses profound industry knowledge as well as solid technical capability relevant to listed groups' business operation, scale and risk profile. CCTH has established and maintains a sound system of quality management in accordance with Hong Kong Standard on Quality Management 1 (HKSQM 1) and Hong Kong Standard on Quality Management 2 (HKSQM 2). The system covers key areas including governance and leadership, relevant ethical requirements, acceptance and continuance of client relationships, engagement performance, and monitoring and remediation procedures. Based on public inquiries conducted on the websites of the relevant regulatory authorities, no disciplinary actions involving the key audit engagement partner or the engagement quality reviewer were found.
LETTER FROM THE BOARD
(v) Resources and capabilities
CCTH possesses sufficient manpower, professional expertise and comprehensive resource allocation to perform quality audit engagements. It has established professional support teams covering financial advisory, risk advisory, tax and information systems to provide full technical backing for audit engagements. The Audit Committee is satisfied that CCTH is competent and capable (including manpower, expertise, time and other resources) to deliver high quality audit services to the Group.
(vi) Guidelines for Effective Audit Committees – Selection, Appointment and Reappointment of Auditors issued by the AFRC
The relevant sections of the AFRC’s guidance provide specific and practical guidance for audit committees on establishing a robust process for the selection, appointment and reappointment of auditors, which is a primary step in achieving audit quality. With respect to CCTH’s governance and leadership, compliance with relevant ethical requirements, industry knowledge and technical competence, and the firm’s monitoring processes, it is committed to continuous communication with the Audit Committee and the formulation of a clear audit scope and proposal, details of which are set out in the paragraphs below.
Guidelines on Change of Auditor issued by the AFRC
The Company has communicated with EY on the relevant matters in a timely manner and confirmed that there are no disagreements with management or unresolved audit issues. The Board has received a confirmation letter from EY, confirming that other than the fact that EY has issued a disclaimer of opinion on the going concern basis for the consolidated financial statements of the Group for the year ended 31 December 2025, which can be found on pages 62 and 63 of the Group’s annual report for the year ended 31 December 2025, there are no other matters in respect of the circumstances leading to their cessation as the Company’s auditor which in their opinion need to be reported to the Company. The Board confirms that there was no disagreement between the Company and EY or other matters relating to the proposed change of auditor that needed to be brought to the attention of the Shareholders. Upon the retirement of EY with effect from the conclusion of the 2026 AGM, the Board (with the recommendation of the Audit Committee) has resolved to propose the appointment of CCTH as the new auditor to succeed EY, based on the firm’s ability to provide a high-quality audit (which includes an assessment of the auditor’s capabilities, the auditor’s recent inspection results, the proposed audit fee and audit quality with competitive fees). The Audit Committee has considered the matters set out in paragraph 2.2.4 of the aforementioned AFRC’s guideline and outlined below as part of its assessment of CCTH’s independence, competence and capability to perform high quality audits:
(a) Governance and leadership – CCTH is registered with the AFRC as a public interest entity auditor. Further details are laid out in the section 4(iv) headed “Market Reputation” above. The Audit Committee has reviewed CCTH’s
LETTER FROM THE BOARD
leadership profile, organisational structure and relevant policies in quality management regarding governance and leadership, and is satisfied that CCTH is committed to performing the audit in the interests of the Company's stakeholders and in the wider public interest.
(b) Compliance and relevant ethical requirements – The Audit Committees has obtained a description of CCTH’s policies and procedures for monitoring and complying with relevant ethical requirements to which CCTH and the audit engagement are subject, including integrity, objectivity, and independence requirements, and is satisfied with the effectiveness of such policies and procedures. CCTH is responsible for ensuring compliance with the relevant ethical requirements in accordance with the Code of Ethics for Professional Accountants issued by the Hong Kong Institute of Certified Public Accountants, in particular provisions related to audits of financial statements of public interest entities, and has confirmed its compliance with the aforementioned Code.
(c) Industry knowledge and technical competence – CCTH has demonstrated its technical competence with its credentials as a public interest entity auditor, along with its track record in Hong Kong. CCTH has also provided a detailed outline to the Company as part of its submitted audit proposal, demonstrating its comprehensive knowledge of the recent business development, size, complexity and risk profile of the Group. The Audit Committee has also reviewed and discussed with CCTH its proposed audit plan, which sets out the audit coverage, procedures and timetable that is sufficient to perform high-quality audits. Further details are laid out in the section 4(ii) headed “Experience, industry knowledge and technical competence” above.
(d) Engagement performance – CCTH’s overall audit approach sets out a clear scope and tailored direction for the audit. Having reviewed its audit approach and profiles of the engagement partner and team members, the Audit Committee is satisfied that the audit team has sufficient resources, expertise and time to perform high-quality audits. Further details are laid out in section 4(v) headed “Resources and capabilities” above.
(e) Communication and interaction with the Audit Committee – the Audit Committee is satisfied with the communication plan between CCTH and the Audit Committee, which takes into account the requirements as set out under HKSA 260 (Revised). The Audit Committee believes that such communication plan will facilitate and maintain effective two-way communication between the Audit Committee and CCTH on significant financial reporting and audit matters in a timely manner, and to host meetings in compliance with the Corporate Governance Code.
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LETTER FROM THE BOARD
(f) Monitoring process – The Audit Committee has noted that CCTH complies with the requirements of the Hong Kong Standard of Quality Management 1 and 2 (“HKSQM 1 & 2”) published by the Hong Kong institute of Certified Public Accountants and conducts annual monitoring. The monitoring covers an evaluation of the system of quality management, which includes a review of the quality management manual, an annual quality risk assessment and a review of compliance with relevant standards such as the HKSQM 1 & 2. In addition, the Audit Committee has reviewed public searches conducted on the websites of the relevant authorities, which did not identify any disciplinary actions concerning the relevant audit engagement partner and other key engagement team members of CCTH. To the best knowledge of the Audit Committee, the Audit Committee is not aware of any behavior or activities from CCTH that would threaten the integrity, objectivity and independence, or adversely affect its quality of audit, to the Company. Further details are laid out in section 4(iii) headed “Independence from the Group and objectivity” above.
(g) Audit fee proposals – Details are laid out in section 4(i) headed “Audit proposal and audit fee” above.
The Audit Committee, having considered the matters set out in paragraph 2.2.4 of the aforementioned AFRC’s guideline, is satisfied that CCTH is independent, competent and capable of performing high quality audits.
Based on the foregoing, CCTH is qualified and suitable to serve as the auditor of the Company and to be responsible for, including but not limited to, auditing the consolidated financial statements of the Group for the year ending 31 December 2026. The appointment of CCTH as the new auditor will help maintain audit quality and enhance the effectiveness of the Company’s annual audit, and is in the interests of the Company and the Shareholders as a whole.
Based on the above, the Audit Committee has assessed and considered that CCTH is eligible and suitable to act as the auditor of the Company. The Board and the Audit Committee have reviewed the qualifications, competence and experience of CCTH and consider that they meet the regulatory requirements and are of the view that the proposed change of auditor is in the interest of the Company and the Shareholders as a whole.
The Board would like to take this opportunity to express its sincere gratitude to EY for its professional services and support to the Group in previous years.
- ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
Date: Friday, 26 June 2026
Time: 2:30 p.m.
Venue: 25/F, Jindi Centre, No. 2007 Shennan Avenue, Futian District, Shenzhen, Guangdong Province, the People’s Republic of China
LETTER FROM THE BOARD
The notice of the AGM is set out on pages 22 to 25 of this circular. At the AGM, resolutions of the Shareholders will be proposed to approve, among others: (i) the re-election of the retiring Directors; and (ii) the granting of the Issuance Mandate and the Share Repurchase Mandate and the extension of the Issuance Mandate by adding thereto of any Shares repurchased under the Share Repurchase Mandate. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the designated website of the Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the website of the Company (http://www.fsanthracite.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time fixed for the AGM (i.e. not later than 2:30 p.m. on Wednesday, 24 June 2026) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM.
7. CLOSURE OF REGISTER OF MEMBERS
For determining the eligibility to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 23 June 2026 to Friday, 26 June 2026, both dates inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company's branch share registrar in Hong Kong, 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 Monday, 22 June 2026. The record date for determining the entitlement to attend and vote at the AGM will be Friday, 26 June 2026.
8. RECOMMENDATION
The Directors consider that the proposed resolutions regarding: (i) re-election of retiring Directors; and (ii) granting of the Issuance Mandate and the Share Repurchase Mandate and the extension of the Issuance Mandate by the addition thereto of any Shares repurchased under the Share Repurchase Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the proposed resolutions at the AGM.
LETTER FROM THE BOARD
9. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm 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 matters the omission of which would make any statement in this circular misleading.
10. GENERAL
Your attention is drawn to the additional information set out in the appendices to this circular.
Yours faithfully,
For and on behalf of the Board
Feishang Anthracite Resources Limited
LI Zongyang
Chairman
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the AGM.
(1) Ms. LIANG Ying, aged 36, Independent Non-executive Director
Position and Experience
Ms. LIANG Ying (“Ms. Liang”), aged 36, was elected as an independent non-executive Director in June 2024. She is also a member of the audit committee, the remuneration committee and the nomination committee of the Company.
Save as disclosed above, Ms. Liang does not hold any other position with the Company or any member of the Group.
Ms. Liang has accumulated around 10 years of experience in finance and investment. Ms. Liang has been working at Shanghai Kangzheng Investment Management Co., Ltd.* (上海康正投資管理有限公司) since October 2015, where she served as an accountant from October 2015 to May 2017, as a financial manager from May 2017 to March 2019, and as an investment director since March 2019. She is responsible for the selection of the company’s investment projects and the formulation and implementation of investment plans and has accumulated rich investment experience. From October 2013 to October 2015, she was engaged in treasury management in Feishang Enterprise.
Ms. Liang has not held any directorship in any publicly-listed companies in the past three years.
Ms. Liang graduated from Guangdong University of Finance* (廣東金融學院) in June 2013, majoring in accounting.
Ms. Liang has given her written independence to the Company and the nomination committee of the Company had assessed and reviewed it based on the independence criteria as set out in rule 3.13 of the Listing Rules. The Board is also not aware of any circumstance that might influence Ms. Liang in exercising independent judgment, and is satisfied that she has the required character, integrity, independence and experience to fulfill the role of an independent non-executive Director and she will be able to maintain an independent view of the Group’s affairs. The Board considers her to be independent. The Board is of the view that Ms. Liang is beneficial to the Group with diversity of her comprehensive experience and knowledge in finance and investment that contributes to invaluable expertise, continuity and stability to the Board.
-
For identification purpose only
-
12 -
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Length of service
The length of service of Ms. Liang as independent non-executive Director is approximately 1.9 years. Ms. Liang has entered into a service agreement with the Company, which can be terminated by either party with one-month notice, for a term of three years up to 17 June 2027. Ms. Liang is subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles of Association.
Relationships
Ms. Liang does not have any relationship with any Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As at the Latest Practicable Date, Ms. Liang did not have any interest (within the meaning of Part XV of the SFO) in the Shares.
Director's emoluments
Ms. Liang is entitled under her service agreement to an annual director’s fee of HK$120,000.00 which is determined by the Board and the remuneration committee of the Company with reference to her duties and responsibilities within the Group and the current market situation.
Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders
Save for the information set out in this Appendix, there is no other matters that needs to be brought to the attention of the Shareholders or any information that should be disclosed under paragraph (h) to (v) of Rule 13.51(2) of the Listing Rules concerning Ms. Liang that need to be brought to the attention of the Shareholders.
(2) Mr. WANG Xiufeng, aged 68, Independent Non-executive Director
Position and Experience
Mr. WANG Xiufeng (“Mr. Wang”), aged 68, was appointed as an independent non-executive Director in March 2019. He is also the chairman of the remuneration committee of the Company, and a member of the audit committee, the nomination committee and the ESG committee of the Company.
Save as disclosed above, Mr. Wang does not hold any other position with the Company or any member of the Group.
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Mr. Wang has over 40 years' experience in the coal industry. He has been appointed as an independent non-executive director of Perennial Energy Holdings Limited (a company listed on the Main Board of the Stock Exchange) (stock code: 2798) since September 2019. He has been appointed as director of Yunnan An Run Chuang Zhan Science and Technology Company (雲南安潤創展科技有限公司) since November 2015. He was the chairman of the board of directors of Guizhou Coal Mine Design and Geological Engineering Company (貴州煤設地質工程有限責任公司) from December 2013 to September 2018. From September 1986 to December 2017, he worked in Guizhou Coal Mine Design and Research Institute (貴州省煤礦設計研究院). He served in the coal mining department of that institute as its staff member and principal engineer from September 1986 to February 1997, as head of coal mining and processing department from February 1997 to March 2003 and as deputy head of institute primarily responsible for production management from March 2003 to December 2017 and was also in charge of discipline inspection and supervision from August 2009 to December 2017. From August 1982 to September 1986, he worked as a technician in the comprehensive mechanized mining team and mechanized driving team at Yaoqiao Mine (姚橋煤礦) and Zhangshuanglou Mine (張雙樓煤礦) of Jiangsu Datun Coal and Electricity Co., Ltd. (江蘇大屯煤電公司).
Save as disclosed above, Mr. Wang did not hold any directorship in other listed public companies in the past three years.
Mr. Wang graduated from Chongqing University (重慶大學) with a bachelor's degree in mining engineering in 1982. He was accredited as a senior engineer by the Professional Titles Reform Work Leading Group of State Administration of Coal Industry (國家煤炭工業局職稱改革工作領導小組) and the Senior Professional Technical Service and Appraisal Committee for Engineering Technology of Coal Industry Administration Bureau of Guizhou Province (貴州省煤炭工業管理局工程技術高級專業技術服務評審委員會) in April 1997 and a Registered Mining/Mineral Exploration & Design Engineer by the Ministry of Personnel of the PRC (中華人民共和國人事部) and the Ministry of Construction of the PRC (中華人民共和國建設部) in April 2008. He has received a number of awards in recognition of his contribution to the coal mining industry over the years.
Mr. Wang has given his written independence to the Company and the nomination committee of the Company had assessed and reviewed it based on the independence criteria as set out in rule 3.13 of the Listing Rules. The Board is also not aware of any circumstance that might influence Mr. Wang in exercising independent judgment, and is satisfied that he has the required character, integrity, independence and experience to fulfill the role of an independent non-executive Director and he will be able to maintain an independent view of the Group's affairs. The Board considers him to be independent. The Board is of the view that Mr. Wang is beneficial to the Group with diversity of his comprehensive experience and knowledge in the coal industry that contributes to invaluable expertise, continuity and stability to the Board.
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Length of service
The length of service of Mr. Wang as independent non-executive Director is approximately 7.2 years. Mr. Wang has entered into a service agreement with the Company, which can be terminated by either party with one-month notice, for a term of three years up to 28 March 2028. Mr. Wang is subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles of Association.
Relationships
Mr. Wang does not have any relationship with any Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As at the Latest Practicable Date, Mr. Wang did not have any interest (within the meaning of Part XV of the SFO) in the Shares.
Director's emoluments
Mr. Wang is entitled under his service agreement to an annual director’s fee of HK$120,000.00 which is determined by the Board and the remuneration committee of the Company with reference to his duties and responsibilities within the Group and the current market situation.
Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders
Save for the information set out in this Appendix, there is no other matters that needs to be brought to the attention of the Shareholders or any information that should be disclosed under paragraph (h) to (v) of Rule 13.51(2) of the Listing Rules concerning Mr. Wang that need to be brought to the attention of the Shareholders.
(3) Mr. LI Zongyang, aged 28, Executive Director
Position and Experience
Mr. LI Zongyang (“Mr. Li”), aged 28, was appointed as an executive Director and the chairman of the Board in October 2025. He is also the chairman of the ESG committee and the nomination committee and a member of the remuneration committee of the Company.
Save as disclosed above, Mr. Li does not hold any other position with the Company or any member of the Group.
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Mr. Li has approximately six years of investment experience in the coal industry. He is a Shareholder of the Company and indirectly holds 9.63% of the Company's Shares through Shenzhen Feishang Industry Investment Holding Co., Ltd. (深圳市飛尚產業投資控股有限公司) (“Shenzhen Feishang Industry Investment”). He has served as the legal representative, director and general manager of Shenzhen Feishang Industry Investment since September 2018, and as the legal representative, director and general manager of Shenzhen Qianhai Feishang Industry Investment Holding Co., Ltd. (深圳市前海飛尚產業投資控股有限公司) since July 2020. Since December 2022, Mr. Li has served as a director and vice president of marketing at a technology company in Hangzhou specialising in the Internet of Things, responsible for expanding and maintaining overseas customers and participating in the company's financing activities. From February 2022 to August 2023, Mr. Li served as the chief representative and business director of MTS WEB SERVICE AI in the Greater China region, responsible for developing business in China. From August 2017 to December 2020, Mr. Li served as a director of Sino-British Summit, responsible for the operation of this nongovernmental exchange platform between China and the UK.
Save as disclosed above, Mr. Li did not hold any directorship in other listed public companies in the past three years.
Mr. Li graduated from University College London with a Bachelor of Arts degree in History, Politics and Economics in July 2018. He was selected as one of the “Hurun China U30 Entrepreneurial Leaders” in 2020.
Length of service
The length of service of Mr. Li as executive Director is approximately 0.6 years. Mr. Li has entered into a service agreement with the Company, which can be terminated by either party with one-month notice, for a term of three years up to 26 October 2028. Mr. Li is subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles of Association.
Relationships
Mr. Li is the son of Mr. LI Feilie, the controlling Shareholder of the Company. Other than that, Mr. Li does not have any relationship with any Directors, senior management, or substantial Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As at the Latest Practicable Date, Mr. Li has interests in 133,000,000 Shares (representing approximately 9.63% of the total issued Shares) held through Feishang Heyuan Investment Limited (which is indirectly owned as to 99% by Mr. Li) within the meaning of Part XV of the SFO.
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For identification purpose only
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APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Director's emoluments
Mr. Li is entitled under his service agreement to an annual director’s fee of HK$1.00 and a discretionary bonus, which is determined by the Board and the remuneration committee of the Company with reference to his duties and responsibilities within the Group and the current market situation.
Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders
Save for the information set out in this Appendix, there is no other matters that needs to be brought to the attention of the Shareholders or any information that should be disclosed under paragraph (h) to (v) of Rule 13.51(2) of the Listing Rules concerning Mr. Li that need to be brought to the attention of the Shareholders.
(4) Mr. LUI Tin Shun, aged 44, Independent Non-executive Director
Position and Experience
Mr. LUI Tin Shun (“Mr. Lui”), aged 44, was appointed as an independent non-executive Director in December 2025. He is also the chairman of the audit committee of the Company, and a member of the remuneration committee and the nomination committee of the Company.
Save as disclosed above, Mr. Lui does not hold any other position with the Company or any member of the Group.
Mr. Lui has over 20 years of experience in accounting and corporate finance. From September 2004 to August 2007, he worked at Ernst & Young as senior accountant. From August 2007 to February 2009, Mr. Lui served as an executive at Guotai Junan Capital Limited. From March 2009 to February 2012, he served as a vice president at Biocarbon Capital Limited. From February 2012 to July 2015, Mr. Lui worked at Celestial Capital Limited with his last position as a senior vice president. From September 2015 to August 2019, he served as a director at South China Capital Limited. Mr. Lui is currently a director of Delight City Management Limited and a senior consultant of Merrytime Capital Limited. He has been an executive director of Link Holdings Limited (a company listed on GEM of the Stock Exchange) (stock code: 8237) since May 2023. He has been an independent non-executive director of Plutus Financial Group Limited (a company listed on the Nasdaq Capital Market) (stock code: PLUT) since February 2025.
Save as disclosed above, Mr. Lui did not hold any directorship in other listed public companies in the past three years.
Mr. Lui graduated from Queen’s University in Ontario, Canada with a Bachelor of Arts degree in Economics in May 2004. He was accredited as a certified public accountant by the Hong Kong Institute of Certified Public Accountants in January 2009.
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Mr. Lui has given his written independence to the Company and the nomination committee of the Company had assessed and reviewed it based on the independence criteria as set out in rule 3.13 of the Listing Rules. The Board is also not aware of any circumstance that might influence Mr. Lui in exercising independent judgment, and is satisfied that he has the required character, integrity, independence and experience to fulfill the role of an independent non-executive Director and he will be able to maintain an independent view of the Group's affairs. The Board considers him to be independent. The Board is of the view that Mr. Lui is beneficial to the Group with diversity of his comprehensive experience and knowledge in accounting and corporate finance that contributes to invaluable expertise, continuity and stability to the Board.
Length of service
The length of service of Mr. Lui as independent non-executive Director is approximately 0.4 years. Mr. Lui has entered into a service agreement with the Company, which can be terminated by either party with one-month notice, for a term of three years up to 22 December 2028. Mr. Lui is subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles of Association.
Relationships
Mr. Lui does not have any relationship with any Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As at the Latest Practicable Date, Mr. Lui did not have any interest (within the meaning of Part XV of the SFO) in the Shares.
Director's emoluments
Mr. Lui is entitled under his service agreement to an annual director's fee of HK$120,000.00 which is determined by the Board and the remuneration committee of the Company with reference to his duties and responsibilities within the Group and the current market situation.
Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders
Save for the information set out in this Appendix, there is no other matters that needs to be brought to the attention of the Shareholders or any information that should be disclosed under paragraph (h) to (v) of Rule 13.51(2) of the Listing Rules concerning Mr. Lui that need to be brought to the attention of the Shareholders.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the granting of the Share Repurchase Mandate.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this explanatory statement, 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 explanatory statement.
- SHARE CAPITAL
As at the Latest Practicable Date, there were a total of 1,380,545,800 Shares in issue.
Subject to the passing of the resolution set out in item 4(B) of the notice of the AGM in respect of the granting of the Share Repurchase Mandate and assuming that the total number of issued Shares of the Company remains unchanged after the Latest Practicable Date and up to the date of the AGM, i.e. being 1,380,545,800 Shares, the Directors would be authorised under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total of 138,054,580 Shares, representing 10% of the total number of Shares in issue as at the date of the AGM.
- REASONS FOR SHARE REPURCHASE
Repurchases of Shares may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
- FUNDING OF REPURCHASE
Repurchases made pursuant to the Share Repurchase Mandate will be financed entirely from the available cash flow or working capital facilities of the Company which shall be legally available for such purpose in accordance with its Articles of Association, the laws of BVI and/or any other applicable laws, as the case may be. The Company may not repurchase its own Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with Listing Rules from time to time.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
4. IMPACT OF REPURCHASE
There might be a material adverse impact on the working capital or gearing positions of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2025) in the event that the Share Repurchase Mandate is exercised in full. However, the Directors do not intend to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
5. MARKET PRICES OF SHARES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:
| Month | Highest HK$ | Lowest HK$ |
|---|---|---|
| May 2025 | 0.110 | 0.095 |
| June 2025 | 0.115 | 0.091 |
| July 2025 | 0.580 | 0.090 |
| August 2025 | 0.192 | 0.142 |
| September 2025 | 0.152 | 0.106 |
| October 2025 | 0.126 | 0.092 |
| November 2025 | 0.350 | 0.107 |
| December 2025 | 0.150 | 0.100 |
| January 2026 | 0.150 | 0.100 |
| February 2026 | 0.145 | 0.102 |
| March 2026 | 0.135 | 0.099 |
| April 2026 | 0.108 | 0.084 |
| May 2026 (up to the Latest Practicable Date) | 0.128 | 0.081 |
6. GENERAL
As at the Latest Practicable Date, to the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved and exercised.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved and exercised.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchase pursuant to the Share Repurchase Mandate in the proposed resolution in accordance with the Listing Rules, the memorandum of association of the Company, the Articles of Association and the applicable laws of BVI.
7. TAKEOVERS CODE CONSEQUENCES
If, as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
To the best knowledge of the Company, as at the Latest Practicable Date, Mr. LI Feilie, the controlling Shareholder (as defined in the Listing Rules), was interested and deemed to be interested in an aggregate of 714,029,650 Shares representing approximately 51.72% of the total issued Shares. Such 714,029,650 Shares comprised of 15,000,000 Shares (representing approximately 1.09% of the total issued Shares) held by himself directly as beneficial owner, and 699,029,650 Shares (representing approximately 50.63% of the total issued Shares) held by Feishang Group Limited. Mr. LI Zongyang, the son of Mr. LI Feilie, is deemed to be interested in 133,000,000 Shares (representing approximately 9.63% of the total issued Shares) held by Feishang Heyuan Investment Limited, which is indirectly owned as to 99% by Mr. LI Zongyang. Mr. LI Zongyang is deemed to be a party acting in concert with Mr. LI Feilie.
In the event that the Directors exercise the proposed Share Repurchase Mandate in full, the aggregate shareholding of Mr. LI Feilie and his party acting in concert would be increased from approximately 61.35% to approximately 66.96% of the issued share capital of the Company.
The Directors are not aware of any Shareholder or a group of Shareholders acting in concert, who will become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of the repurchase of Shares.
The Directors have no present intention of exercising the Share Repurchase Mandate to such an extent as would result in a mandatory offer or the number of Shares held by the public will fall below the relevant minimum percentage as determined by the Stock Exchange.
8. REPURCHASE OF SHARES MADE BY THE COMPANY
During the six months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).
NOTICE OF ANNUAL GENERAL MEETING
FEISHANG
Feishang Anthracite Resources Limited
飛尚無煙煤資源有限公司
(Incorporated in the British Virgin Islands with limited liability)
(Stock Code: 1738)
NOTICE IS HEREBY GIVEN THAT the annual general meeting of the shareholders (the "Shareholders") of Feishang Anthracite Resources Limited (the "Company") will be held at 25/F, Jindi Centre, No. 2007 Shennan Avenue, Futian District, Shenzhen, Guangdong Province, the People's Republic of China on Friday, 26 June 2026 at 2:30 p.m. (the "Annual General Meeting") for the following purposes:
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To receive and consider the audited consolidated financial statements of the Company and the reports of the directors and auditor for the year ended 31 December 2025.
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(A) To re-elect Ms. LIANG Ying as an independent non-executive director;
(B) To re-elect Mr. WANG Xiufeng as an independent non-executive director;
(C) To re-elect Mr. LI Zongyang as an executive director;
(D) To re-elect Mr. LUI Tin Shun as an independent non-executive director;
(E) To authorise the board of directors of the Company (the "Board") to fix the respective directors' remuneration. -
To appoint CCTH CPA Limited as the independent auditor of the Company, following the retirement of Ernst & Young, to hold office until the conclusion of the next annual general meeting of the Company and authorise the Board to fix its remuneration.
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As special business, to consider and, if thought fit, to pass with or without amendments, the following resolutions as ordinary resolutions of the Shareholders:
ORDINARY RESOLUTIONS
(A) "THAT:
(a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to allot, issue and deal with additional shares in the capital of the Company and to make or
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NOTICE OF ANNUAL GENERAL MEETING
grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;
(b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the exercise of any options under all share option schemes of the Company adopted from time to time;
(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; and
(iv) any issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company,
shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); 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 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 laws to be held; and
(iii) the date on which the authority given under this resolution is revoked or varied by a resolution of the Shareholders in general meeting.
"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements
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NOTICE OF ANNUAL GENERAL MEETING
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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange outside Hong Kong).
(B) “THAT:
(a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) or of any other stock exchange on which the securities of the Company may be listed as amended from time to time;
(b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); 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 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 laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by a resolution of the Shareholders in general meeting.”
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NOTICE OF ANNUAL GENERAL MEETING
(C) “THAT conditional upon the passing of the resolutions set out in items 4(A) and 4(B) of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 4(A) of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of the amount representing the aggregate number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4(B) of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution).”
By Order of the Board
Feishang Anthracite Resources Limited
LI Zongyang
Chairman
Hong Kong, 22 May 2026
Notes:
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A Shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxy to attend and vote instead of him. A proxy need not be a Shareholder. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every Shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
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In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for the holding of the meeting (i.e. not later than 2:30 p.m. on Wednesday, 24 June 2026) or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude a Shareholder from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked if the Shareholder votes in person at the AGM.
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For determining the eligibility to attend and vote at the above meeting, the Register of Members of the Company will be closed from Tuesday, 23 June 2026 to Friday, 26 June 2026, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, 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 Monday, 22 June 2026. The record date for determining the entitlement to attend and vote at the AGM will be Friday, 26 June 2026.
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References to time and dates in this notice are to Hong Kong time and dates.