Future Bright Mining Holdings Limited — Proxy Solicitation & Information Statement 2018

Jul 13, 2018

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 your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Future Bright Mining Holdings Limited (the ‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

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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)

TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of the Company to be held at 16/F, Guangdong Finance Building, 88 Connaught Road West, Hong Kong on Friday, 3 August 2018 at 2: 30 p.m. is set out on pages 7 to 8 of this circular.

Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjourned meeting. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting (as the case may be) if you so wish.

16 July 2018

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• ‘‘Announcement’’ the joint announcement of the Company and the Offeror dated 10 July 2018 in relation to, among others, the termination of the Existing Share Option Scheme

• ‘‘Articles’’ the articles of association of the Company, and ‘‘Article’’ shall mean an article of the Articles

• ‘‘associates’’ has the meaning ascribed to this term under the Takeovers Code ‘‘Board’’ the board of Directors ‘‘Company’’ Future Bright Mining Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange

• ‘‘connected person’’ has the meaning ascribed to this term under the Listing Rules ‘‘Director(s)’’ the director(s) of the Company ‘‘EGM’’ the extraordinary general meeting of the Company to be held and convened for the Independent Shareholders considering and passing resolution to terminate the Existing Share Option Scheme

• ‘‘Existing Share Option the share option scheme conditionally adopted by the Company Scheme’’ on 8 December 2014 which took effect on 9 January 2015

• ‘‘Group’’ the Company and its subsidiaries ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Independent Shareholders other than the Offeror, Mr. Li and parties acting in Shareholders’’ concert with any of them and their associates

• ‘‘Latest Practicable 13 July 2018, being the latest practicable date prior to the Date’’ printing of this circular for the purpose of ascertaining certain information contained in this circular

• ‘‘Listing Rules’’ The Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Mr. Li’’ Mr. Li Yuguo, the sole ultimate beneficial owner of the Offeror

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DEFINITIONS

‘‘Offeror’’

• Zhong Ke Jiu Tai Technology Group Limited, a company incorporated in Hong Kong with limited liability

• ‘‘Offers’’ the Share Offer and the Option Offer

• ‘‘Option Offer’’

• the offer to be made by the Offeror in compliance with Rule 13 of the Takeovers Code to cancel all the outstanding Options as disclosed in the Announcement

• ‘‘Optionholders’’ holders of the Options

• ‘‘Options’’ the 352,000,000 share options granted by the Company pursuant to the Existing Share Option Scheme

• ‘‘Requisition Notice’’ a letter dated 10 July 2018 received by the Company from the legal advisor acting on behalf of the Offeror on 10 July 2018

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share Offer’’ the voluntary conditional cash offer by the Offeror to acquire all of the outstanding Shares (other than the Shares owned or agreed to be acquired by the Offeror or parties acting in concert with it) as disclosed in the Announcement

• ‘‘Share(s)’’ ordinary share(s) of HK$0.001 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’ The Hong Kong Code on Takeovers and Mergers

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘%’’ per cent.

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LETTER FROM THE BOARD

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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)

Executive Directors:

Ms. Liu Jie (Chairperson)

Mr. Chen Gang

• Mr. Rao Dacheng

• Mr. Wan Tat Wai David

• Ms. Yang Xiaoqiu

• Mr. Zhang Decong

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

Independent non-executive Directors:

Mr. Chow Hiu Tung

Mr. Hu Minglong

Mr. Lai Kwok Leung

• Mr. Lau Tai Chim

Principal place of business in Hong Kong: 16/F, Guangdong Finance Building, 88 Connaught Road West, Hong Kong

Alternate Director:

Mr. Yuan Shan

(alternate director to Mr. Zhang Decong)

16 July 2018

To the Shareholders

Dear Sir or Madam,

TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with (i) information regarding the resolution to be proposed at the EGM to consider and, if thought fit, approve the termination of the Existing Share Option Scheme; and (ii) the notice of EGM.

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LETTER FROM THE BOARD

REQUISITION FROM SHAREHOLDER

Reference is made to the Announcement.

On 10 July 2018, the Company received the Requisition Notice from the Offeror, which to the best knowledge and belief of the Directors, is a substantial shareholder holding an aggregate of 400,000,000 Shares, representing approximately 10.34% of the total issued share capital of the Company. As set out in the Requisition Notice, the Offeror requested the Board to convene the EGM for the purpose of considering and, if thought fit, passing a resolution to terminate the Existing Share Option Scheme.

TERMINATION OF THE EXISTING SHARE OPTION SCHEME

The Existing Share Option Scheme was adopted by the Company on 8 December 2014 which took effect on 9 January 2015. Under the terms of the Existing Share Option Scheme, unless otherwise cancelled or amended, the Existing Share Option Scheme would remain in force for a period of 10 years. Apart from the Existing Share Option Scheme, the Company has no other subsisting share option scheme as at the Latest Practicable Date.

As at the Latest Practicable Date, save for the 352,000,000 Options, there were no other Options outstanding under the Existing Share Option Scheme. For the avoidance of doubt, the 352,000,000 Options will continue to be subsisting notwithstanding the termination of the Existing Share Option Scheme and the termination of the Existing Share Option Scheme would not affect the outstanding Options which will be subject to the Option Offer.

The Company has no intention of granting any further Options under the Existing Share Option Scheme. The Directors confirm that no further Option will be granted under the Existing Share Option Scheme from the Latest Practicable Date up to the date of the EGM.

Pursuant to the terms of the Existing Share Option Scheme, the Company may at any time by ordinary resolution in general meeting terminate the Existing Share Option Scheme.

At the request of the Offeror and as set out in the Requisition Notice, the Existing Share Option Scheme should be terminated subject to the approval of the Independent Shareholders at the EGM. The Offeror, parties acting in concert with it and their respective associates will abstain from voting in relation to the approval of termination of the Existing Share Option Scheme at the EGM.

Pursuant to article 58 of the Articles, any one or more Shareholders holding not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition; and such meeting shall be held within two months after the deposit of such requisition.

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LETTER FROM THE BOARD

In view of the Requisition Notice and the aforesaid requirement under the Articles, it is proposed by the Directors that an ordinary resolution will be proposed at the EGM for the Company to terminate the operation of the Existing Share Option Scheme, which will take effect on the date of the EGM.

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 Group. 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 herein or this circular misleading.

EGM

A notice convening the EGM to be held at 16/F, Guangdong Finance Building, 88 Connaught Road West, Hong Kong on Friday, 3 August 2018 at 2: 30 p.m. is set out on pages 7 to 8 of this circular for the purpose of considering and, if thought fit, passing the resolution set out therein.

According to Rule 13.39(4) of the Listing Rules, the voting at the EGM will be taken by poll, except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by show of hands. An announcement on the poll results will be made by the Company after the EGM, in the manner prescribed under Rule 13.39(5) of the Listing Rules, on the results of the EGM.

A form of proxy for the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save for the Offeror, Mr. Li and their associate, no other Shareholder is required to abstain from voting on the resolution to be proposed at the EGM to approve the termination of the Existing Share Option Scheme.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

In order to determine entitlements to attend and vote at the EGM, the register of members of the Company will be closed from 31 July 2018 to 3 August 2018, both days inclusive, during which period no transfer of the Shares can be registered. Shareholders are reminded to ensure that all completed share transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4: 30 p.m. on 30 July 2018.

RECOMMENDATION

The Board recommends and urges the Shareholders to give serious thoughts and considerations in casting their votes to the resolution as set out in the notice of the EGM.

By order of the Board Future Bright Mining Holdings Limited Liu Jie Chairperson

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NOTICE OF EGM

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.

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘Meeting’’) of Future Bright Mining Holdings Limited (the ‘‘Company’’) will be held at 16/F, Guangdong Finance Building, 88 Connaught Road West, Hong Kong on Friday, 3 August 2018 at 2: 30 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT

• (A) the existing share option scheme (the ‘‘Existing Share Option Scheme’’) of the Company adopted on 8 December 2014 which took effect on 9 January 2015 be and is hereby terminated with effect from the date of passing this resolution; and

• (B) any directors of the Company be and are hereby authorised to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary, desirable or expedient to terminate the Existing Share Option Scheme and the transactions contemplated thereunder.’’

By order of the Board Future Bright Mining Holdings Limited Liu Jie Chairperson

Hong Kong, 16 July 2018

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NOTICE OF EGM

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

Principal place of business in Hong Kong: 16/F, Guangdong Finance Building, 88 Connaught Road West, Hong Kong

Notes:

1. A shareholder of the Company entitled to attend and vote at the extraordinary general meeting (or at any adjournment thereof) is entitled to appoint another person as his/her/its proxy to attend and vote in his/ her/its stead in accordance with the Articles. A proxy need not be a shareholder of the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorized on its behalf.

3. In the case of joint holders, the vote of the senior who tenders the vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of 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 in respect of such share shall alone be entitled to vote in respect thereof.

4. In order to be valid, a form of proxy must be deposited at the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th 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. 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. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.

6. To ascertain the members’ entitlement to attend and vote at the Meeting, the register of members will be closed from 31 July 2018 to 3 August 2018, both days inclusive, during which period no transfer of shares of the Company can be registered. In order to be eligible to attend and vote at the meeting, all completed share transfer forms accompanied by the relevant share certificates shall be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4: 30 p.m. on 30 July 2018.

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