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Future Bright Mining Holdings Limited Proxy Solicitation & Information Statement 2016

Apr 26, 2016

50450_rns_2016-04-26_26623e92-9629-432d-a95e-19640bc9e47c.pdf

Proxy Solicitation & Information Statement

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Future Bright Mining Holdings Limited 高鵬礦業控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2212)

PROXY FORM

Form of proxy for use by shareholders of the Company at the annual general meeting of the Company (the “Meeting”) to be held at Suite 2418, 24/F., Jardine House, 1 Connaught Place, Central, Hong Kong on Tuesday, 7 June 2016 at 2:30 p.m. (or any adjournment thereof)

I/We [(note a)]

of

being the holder(s) of [(note b)]

share(s) of HK$0.01 each of Future Bright Mining Holdings Limited (the “ Company ”) hereby appoint the Chairman of the Meeting or

of

to act as my/our proxy [(note c)] at the Meeting to be held at Suite 2418, 24/F., Jardine House, 1 Connaught Place, Central, Hong Kong on Tuesday, 7 June 2016 at 2:30 p.m. and at any adjournment thereof and vote on my/our behalf as directed below.

ORDINARY RESOLUTIONS FOR(note d) AGAINST(note d)
1. To receive, consider and adopt the audited financial statements of the Company and the
reports of the directors and the auditors of the Company for the year ended 31 December
2015.
2a. (i)
To re-elect Mr. Zhou Tai Pingas an executive director of the Company.
(i) (i)
(ii)
To re-elect Mr. ZhangDecongas an executive director of the Company.
(ii) (ii)
(iii)To re-elect Ms. Lee Suk Fongas an executive director of the Company. (iii) (iii)
(iv)To re-elect Mr. Wan Tat Wai David as an executive director of the Company. (iv) (iv)
(v)
To re-elect Mr. Sin Ka Kingas an independent non-executive director of the Company.
(v) (v)
(vi) To re-elect Mr. Chow Hiu Tung as an independent non-executive director of the (vi) (vi)
Company.
(vii)To re-elect Mr. TsangHingHungas an independent non-executive director of the Company. (vii) (vii)
2b. To authorise the board of directors of the Company to fix the remuneration of the directors
of the Company.
3. To re-appoint Ernst & Young as the auditors of the Company and authorise the board of
directors of the Companyto fix their remuneration.
4. To grant a general unconditional mandate to the directors of the Company to allot, issue or
otherwise deal with unissued shares of the Company for an aggregate number not exceeding
20% of the number of the issued shares of the Company as at the date of the passing of this
resolution.#
5. To grant a general unconditional mandate to the directors of the Company to repurchase the
Company’s shares for a total number not exceeding 10% of the number of the issued shares
of the Companyas at the date of thepassingof this resolution.#
6. Conditional on the passing of resolutions numbered 4 and 5, to extend the issue mandate
under resolution numbered 4 by an amount representing the aggregate number of issued
shares of the Company repurchased by the Company pursuant to the authority granted
under resolution numbered 5 above (up to a maximum number equivalent to 10% of the
number of the issued share of the Company as at the date of the passing of the said
resolution no. 5).#
  • Full text of the relevant resolution is set out in the notice dated 26 April 2016 convening the Meeting.

Dated

Shareholder’s signature [(notes e, f, g and h) ]

Notes:

  • a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS .

  • b. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

  • c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided.

  • d. If you wish to vote for a resolution set out above, please tick (“✓”) the appropriate box marked “FOR”. If you wish to vote against a resolution, please tick (“✓”) the appropriate box marked “AGAINST”. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the Meeting.

  • e. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

  • f. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

  • g. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 17121716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting.

  • h. Any alteration made to this form should be initialled by the person who signs the form.

  • i. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.