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

Apr 25, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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, 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 together with the accompanying 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.

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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)

PROPOSALS FOR REFRESHMENT OF THE 10% GENERAL LIMIT ON GRANT OF SHARE OPTIONS UNDER THE SHARE OPTION SCHEME,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITORS AND

NOTICE OF ANNUAL GENERAL MEETING

A letter from the Board is set out on pages 3 to 9 of this circular. A notice convening the AGM to be held at 2: 30 p.m. on Friday, 8 June 2018 at Room 1703–1704, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong, is set out on pages 19 to 23 of this circular.

A form of proxy for the AGM is enclosed with this circular. Whether or not you desire to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.

26 April 2018

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Refreshment of the 10% General Limit on Grant of
Share Options under the Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Issue Mandate and Extension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Retirement of Director and Re-election of the Retiring Directors . . . . . . . . . . . . . .	7
Re-appointment of the Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II — DETAILS OF DIRECTORS PROPOSED
TO BE RE-ELECTED AT THE AGM . . . . . . . . . . . . . . . . . . . . . . .	14
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

– i –

DEFINITIONS

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

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

• ‘‘AGM’’ the annual general meeting of the Company to be held at 2: 30 p.m. on Friday, 8 June 2018 at Room 1703–1704, WorldWide House, 19 Des Voeux Road Central, Central, Hong Kong

• ‘‘AGM Notice’’ the notice convening the AGM set out on pages 19 to 23 of this circular

• ‘‘Articles’’ the articles of association of the Company, as amended from time to time

• ‘‘Board’’ the board of Directors

• ‘‘close associate(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Companies Law’’ the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time

• ‘‘Company’’ Future Bright Mining Holdings Limited (Stock Code: 2212), an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

• ‘‘controlling has the same meaning as defined in the Listing Rules shareholder(s)’’

• ‘‘core connected has the same meaning as defined in the Listing Rules person(s)’’

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

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

• ‘‘Issue Mandate’’ a general mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue and deal with additional Shares for an aggregate number not exceeding 20 per cent of the number of the issued Shares as at the date of passing of the relevant resolution, which is also extended by the addition of the number of Shares repurchased under the Repurchase Mandate, as set out in the AGM Notice

– 1 –

DEFINITIONS

• ‘‘Latest Practicable 20 April 2018, being the latest practicable date prior to the Date’’ 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, supplemented or otherwise modified from time to time)

• ‘‘PRC’’ the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

• ‘‘Refreshment’’ the proposed refreshment of the 10% general limit on grant of share options under the 2014 Scheme

• ‘‘Repurchase Mandate’’ a general mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase the Shares for a total number not exceeding 10 per cent of the number of the issued Shares as at the date of passing of the relevant resolution, as set out in the AGM Notice

• ‘‘SFO’’ the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

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

• ‘‘Shareholder(s)’’ holder(s) of Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘substantial has the same meaning as defined in the Listing Rules shareholder(s)’’

• ‘‘Takeovers Code’’ the Hong Kong Code on Takeovers and Mergers and Share Buybacks approved by the Securities and Future Commission, as amended, supplemented or otherwise modified from time to time

In this circular, if there is any inconsistency between the Chinese names of the entities or enterprises established in China and their English translations, the Chinese names shall prevail. English translation of names in Chinese which are marked with ‘‘*’’ is for identification purpose only.

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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. Hu Guoan Mr. Rao Dacheng Mr. Wan Tat Wai David Ms. Yang Xiaoqiu Mr. Zhang Decong Mr. Zheng Fengwei

Independent Non-executive Directors: Mr. Chow Hiu Tung Mr. Hu Minglong Mr. Lai Kwok Leung Mr. Lau Tai Chim

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

Alternate Director:

Mr. Yuan Shan (alternate director to Mr. Zhang Decong)

26 April 2018

To the Shareholders

Dear Sir or Madam

PROPOSALS FOR REFRESHMENT OF THE 10% GENERAL LIMIT ON GRANT OF SHARE OPTIONS UNDER THE SHARE OPTION SCHEME,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Shareholders passed the resolutions to grant the general mandates to the Directors to issue and allot Shares and to exercise the powers of the Company to repurchase its own Shares (the ‘‘Previous Mandates’’) at the annual general meeting of the Company held on

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LETTER FROM THE BOARD

8 June 2017. The Previous Mandates will lapse at the conclusion of the AGM. It is therefore proposed that the Issue Mandate and the Repurchase Mandate be granted to the Directors at the AGM.

The purpose of this circular is to provide you with information regarding (i) the proposal to refresh the 10% general limit on grant of share options under the 2014 Scheme (ii) the proposed grant of the Issue Mandate and the Repurchase Mandate to the Directors; (iii) the proposed re-election of the retiring Directors and (iv) the proposed re-appointment of auditors of the Company and to seek your approval of the resolutions relating to these matters at the AGM.

REFRESHMENT OF THE 10% GENERAL LIMIT ON GRANT OF SHARE OPTIONS UNDER THE SHARE OPTION SCHEME

The 2014 Scheme was conditionally adopted by the Company on 8 December 2014 and took effect on 9 January 2015.

Pursuant to Chapter 17 of the Listing Rules, the scheme limit of the 2014 Scheme can be refreshed by the Shareholders in general meeting provided that the scheme limit as refreshed must not exceed 10% of the Shares in issue on the date of the Shareholders’ approval. In addition, the Shares which may be issued upon exercise of all outstanding share options granted and yet to be exercised under the 2014 Scheme and any other share option scheme(s) of the Company at any time shall not exceed 30% of the Shares in issue from time to time. No share option shall be granted under any scheme(s) of the Company or any of its subsidiaries if this will result in the 30% limit being exceeded. Apart from the 2014 Scheme, there is no other share option scheme as at the Latest Practicable Date. No refreshment of the 10% limit has been sought by the Company under the 2014 Scheme prior to the Refreshment as set out in this circular.

As at the date of the adoption of the 2014 Scheme, the then total number of issued Shares was 352,000,000 Shares. At the extraordinary general meeting of the Company held on 26 May 2016, an ordinary resolution was duly passed under which each of the existing issued and unissued ordinary shares of par value of HK$0.01 each in the share capital of the Company as of 27 May 2016 was subdivided into ten ordinary shares of par value of HK$0.001 each (the ‘‘Share Subdivision’’). The authorized and issued share capital of the Company were increased immediately after the Share Subdivision. The total number of authorised shares of the Company was increased from 8,000,000,000 ordinary shares to 80,000,000,000 ordinary shares and the total number of issued shares was increased from 352,000,000 ordinary shares to 3,520,000,000 ordinary shares. As a result of the Share Subdivision, the total number of Shares available for issue under the 2014 Scheme was increased to 352,000,000, representing 10% of the then total number of issued Shares (as adjusted by the Share Subdivision) as at the date of approval of the 2014 Scheme. Shares which would have been issuable pursuant to the share options which have lapsed or cancelled in accordance with the terms of such share option scheme will not be counted for the purpose of the 10% limit.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, a total of 352,000,000 share options were granted by the Company, of which no share options were exercised and 352,000,000 share options were outstanding and entitling holders thereof to subscribe for up to a maximum of 352,000,000 Shares, representing approximately 9.10% of the total number of issued Shares as at the Latest Practicable Date. There was no share option which has lapsed or been cancelled under the 2014 Scheme. Unless the Refreshment is approved by the Shareholders at the AGM, the number of remaining share options that can be granted under the existing scheme limit of the 2014 Scheme is nil.

Save as disclosed above, there were no other share options outstanding under the 2014 Scheme as at the Latest Practicable Date.

The Directors consider that the Refreshment is in the interests of the Group and the Shareholders as a whole as it will enable the Company to grant further share options to eligible participants, being any employee, executive or officer of the Group (including executive, non-executive and independent non-executive directors of the Group) and any supplier, consultant, agent, adviser, shareholder, customer, partner or business associate who, at the sole discretion of the Board, will contribute or has contributed to the Group as incentives or rewards.

Proposal

It is therefore proposed that subject to (i) the approval of the Shareholders at the AGM and (ii) such other requirements as prescribed under the Listing Rules being fulfilled, the general limit on the grant of share options under the 2014 Scheme will be refreshed to 10% of the Shares in issue as at the date of the approval by the Shareholders at the AGM, and the share options previously granted under the 2014 Scheme (including those outstanding, cancelled, lapsed in accordance with such scheme or exercised share options) will not be counted for the purpose of calculating the scheme limit as refreshed.

As at the Latest Practicable Date, there were 3,870,000,000 issued Shares in total. Assuming that no further Share will be issued or repurchased prior to the AGM, the maximum number of Shares that can be issued pursuant to the exercise of share options which may be granted by the Company under the proposed refreshed scheme limit would be 387,000,000, being 10% of the total number of issued Shares as at the date of passing of the resolution approving the Refreshment at the AGM.

Assuming that the Refreshment is approved at the AGM and taking into account the following:

• (1) the additional 387,000,000 Shares which may be issued upon exercise of all share options that may be granted under the refreshed scheme limit under the 2014 Scheme; and

• (2) the 352,000,000 Shares which may be issued upon exercise of the outstanding share options previously granted under the 2014 Scheme,

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LETTER FROM THE BOARD

the aggregate number of Shares which may be issued upon exercise of all share options that may be granted under the refreshed scheme limit under the 2014 Scheme and upon exercise of the outstanding share options previously granted under the 2014 Scheme will be 739,000,00 Shares, representing approximately 19.10% of the Shares in issue as at the Latest Practicable Date which does not exceed the 30% limit stipulated under Chapter 17 of the Listing Rules.

Conditions

Pursuant to the terms of the 2014 Scheme and the Listing Rules, an ordinary resolution will be proposed at the AGM to approve the Refreshment.

The Refreshment is conditional upon:

• (i) the Shareholders passing an ordinary resolution to approve the Refreshment at the AGM; and

• (ii) the Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of any share options granted under the Refreshment.

Application for listing

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares which may fall to be issued upon exercise of any share options that may be granted under the Refreshment.

ISSUE MANDATE AND EXTENSION

The Directors have been granted a general mandate to allot, issue or otherwise deal with the Shares at the annual general meeting of the Company held on 8 June 2017. As at the Latest Practicable Date, 180,000,000 Shares had been allotted and issued under such general mandate, details of which are set out in the announcements of the Company dated 4 August 2017 and 18 August 2017. Unless otherwise renewed at the AGM, such previous general mandate will lapse at the conclusion of the AGM. Therefore, ordinary resolutions will be proposed at the AGM to grant to the Directors the Issue Mandate, and authorise the extension of the Issue Mandate to issue and allot the Shares repurchased by the Company under the Repurchase Mandate, details of which are set out in ordinary resolutions nos. 5 and 7, respectively, of the AGM Notice. The aggregate number of the Shares which may be issued and allotted pursuant to the Issue Mandate is limited to a maximum of 20 per cent of the issued Shares as at the date of passing of the resolution approving the Issue Mandate. On the basis that 3,870,000,000 Shares are in issue as at the Latest Practicable Date and no further Shares are issued or repurchased prior to the AGM, exercise in full of the Issue Mandate (without being extended by the number of Shares (if any) repurchased by the Company under the Repurchase Mandate) could result in up to 774,000,000 Shares being issued and allotted by the Company.

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LETTER FROM THE BOARD

REPURCHASE MANDATE

The Directors have been granted a general mandate to exercise the power of the Company to repurchase its own Shares at the annual general meeting of the Company held on 8 June 2017. As at the Latest Practicable Date, such repurchase mandate has not been utilized and unless otherwise renewed at the AGM, will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM to grant to the Directors the Repurchase Mandate, details of which are set out in ordinary resolution no. 6 of the AGM Notice. The total number of the Shares which may be repurchased pursuant to the Repurchase Mandate is limited to a maximum of 10 per cent of the number of issued Shares as at the date of passing of the resolution approving the Repurchase Mandate.

An explanatory statement as required under the Listing Rules, in particular Rule 10.06(1)(b), giving all information regarding the Repurchase Mandate reasonably necessary to enable the Shareholders to make an informed decision whether to vote for or against the resolution in relation to the Repurchase Mandate, is set out in Appendix I hereto.

On the basis that 3,870,000,000 Shares are in issue as at the Latest Practicable Date and no further Shares are issued or repurchased prior to the AGM, exercise in full of the Repurchase Mandate could result in up to 387,000,000 Shares being repurchased by the Company during the period from the passing of resolution no. 6 set out in the AGM Notice up to (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 or any applicable laws of the Cayman Islands to be held; or (iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the Repurchase Mandate, whichever occurs first.

RETIREMENT OF DIRECTOR AND RE-ELECTION OF THE RETIRING DIRECTORS

In accordance with article 83(3) of the Articles, any Director appointed by the Board to fill casual vacancy on the Board shall hold office until the first general meeting of members of the Company after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

In accordance with article 84(1) of the Articles, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office at an annual general meeting at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any

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LETTER FROM THE BOARD

Director appointed by the Board pursuant to Article 83(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

Mr. Hu Guoan, who was appointed as executive Director with effect from 30 October 2017, will hold office until the 2018 AGM, and Mr. Zheng Fengwei will retire by rotation at the 2018 AGM pursuant to the Articles and will not offer themselves for re-election and will therefore retire as Directors with effect from the close of the 2018 AGM. Pursuant to the Articles, Mr. Chen Gang, Mr. Hu Minglong, Mr. Lai Kwok Leung, Ms. Yang Xiaoqiu, Ms. Liu Jie and Mr. Rao Dacheng will retire as Directors at the AGM and, being eligible, offer themselves for re-election. Particulars of the Directors proposed to be re-elected at the AGM are set out in Appendix II of this circular.

RE-APPOINTMENT OF THE AUDITORS

Ernst & Young will retire as the auditors of the Company at the AGM and, being eligible, offer themselves for re-appointment.

CLOSURE OF REGISTER OF MEMBERS

In order to determine entitlements to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 5 June 2018 to Friday, 8 June 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 Monday, 4 June 2018.

ANNUAL GENERAL MEETING

The notice convening the AGM at which ordinary resolutions will be proposed to, among other things, approve the Issue Mandate, the Repurchase Mandate, the Refreshment, the re-election of the retiring Directors and the re-appointment of the auditors of the Company are set out on page 19 to page 23 of this circular. According to Rule 13.39(4) of the Listing Rules, the voting at the AGM 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 AGM, in the manner prescribed under Rule 13.39(5) of the Listing Rules, on the results of the AGM.

A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the AGM or any adjournment thereof. The completion of a form of proxy will not preclude you from attending and voting at the AGM in person if you so wish.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that the proposed resolutions as set out in the AGM Notice, the proposed Refreshment, the grant of the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate and the re-election of the retiring Directors are in the best interests of the Company as well as its Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of all such resolutions at the AGM approving such matters.

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 herein or this circular misleading.

Yours faithfully On behalf of the Board Future Bright Mining Holdings Limited Liu Jie

Chairperson

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APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules, to provide you with all information regarding the Repurchase Mandate reasonably necessary to enable you to make an informed decision whether to vote for or against the resolution in relation to the Repurchase Mandate.

1. EXERCISE OF THE REPURCHASE MANDATE

On the basis that 3,870,000,000 Shares are in issue as at the Latest Practicable Date and no further Shares are issued or repurchased prior to the AGM, exercise in full of the Repurchase Mandate could result in up to 387,000,000 Shares being repurchased by the Company during the period from the passing of resolution no. 6 set out in the AGM Notice up to (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 or any applicable laws of the Cayman Islands to be held; or (iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the Repurchase Mandate, whichever occurs first.

2. REASONS FOR REPURCHASE

The Directors have no present intention to repurchase any Shares but the Directors believe that the Repurchase Mandate will provide the Company with the flexibility to make such repurchase when appropriate and beneficial to the Company and is in the best interests of the Company and the Shareholders. Repurchases of Shares will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the relevant time, lead to an enhancement of the net asset value of the Company and/or its earnings per share. The number of the Shares to be repurchased on any occasion and the price and other terms on which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

3. FUNDING AND EFFECT OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Listing Rules, the Company’s memorandum of association, the Articles, the Companies Law and all other applicable laws, rules and regulations. The Company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. Under the Companies Law, repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorised by the Articles and subject to the provisions of the Companies Law, out of capital.

Any premium payable on a redemption or purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company’s share premium account, or, if so authorised by the Articles and subject to the provisions of the Companies Law, out of capital.

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APPENDIX I

EXPLANATORY STATEMENT

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 December 2017, being the date of its latest published audited financial statements. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

4. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles and the applicable laws of the Cayman Islands.

5. INTENTION TO SELL SHARES

None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective close associates (as defined in the Listing Rules), have any present intention, in the event that the proposal on the Repurchase Mandate is approved by Shareholders, to sell any Shares to the Company pursuant to the Repurchase Mandate.

6. IMPLICATIONS UNDER THE TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code.

Accordingly, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any such consequence which may arise under the Takeovers Code if the Repurchase Mandate is exercised.

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APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date and to the best of knowledge and belief of the Company, the following persons were directly or indirectly interested in 5% or more of the issued Shares that carry a right to vote in all circumstances at general meetings of the Company:

	Number of	Approximate
	issued Shares	percentage of
Name	held/interested	shareholding
Ms. Liu Jie (‘‘Ms. Liu’’) (Note 1)	1,085,920,000	28.06%
Victory Spring Ventures Limited (Note 1)	1,082,400,000	27.97%
Yang Xiaoqiu (Note 2)	241,140,000	6.23%
Kai De International Holding Limited (Note 2)	212,340,000	5.49%
Zhang Bi Hua	592,340,000	16.05%
China Taihe Group Limited	229,960,000	5.90%
Li Yuguo (Note 3)	400,000,000	10.34%
Zhong Ke Jiu Tai Technology Group Limited
(Note 3)	400,000,000	10.34%

Notes:

1. These 1,085,920,000 Shares included (i) 3,520,000 Shares which may be allotted and issued to Ms. Liu upon full exercise of the share options granted to her under the 2014 Scheme and (ii) 1,082,400,000 Shares indirectly held though Victory Spring Ventures Limited, the issued capital of which is owned as to 90% by Ms. Liu and 10% by Mr. Ye Zhichun. Under the SFO, Ms. Liu is deemed to be interested in all the shares registered in the name of Victory Spring Ventures Limited.

2. These 241,140,000 Shares included (i) 28,800,000 Shares owned by Ms. Yang Xiaoqiu as beneficial owner and (ii) 212,340,000 Shares indirectly held though Kai De International Holding Limited, a company wholly owned by Ms. Yang Xiaoqiu.

3. These Shares are registered in the name of Zhong Ke Jiu Tai Technology Group Limited, the issued capital of which is owned as to 100% by Mr. Li Yuguo. Under the SFO, Mr. Li Yuguo is deemed to be interested in all the Shares registered in the name of Zhong Ke Jiu Tai Technology Group Limited.

In the event that the Directors exercised in full the power to repurchase the Shares in accordance with the terms of the Repurchase Mandate, the aforesaid interests of (1) Ms. Liu and (2) Victory Spring Ventures Limited in the issued share capital of the Company as at the Latest Practicable Date would be proportionally increased to approximately (1) 31.18% and (2) 31.08% respectively. The Directors consider that, such increase may give rise to an obligation on Ms. Liu and Victory Spring Ventures Limited to make a mandatory offer under the Takeovers Code respectively, subject to the granting of waiver pursuant to the Takeovers Code. Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any repurchases of the Shares made pursuant to the Repurchase Mandate.

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APPENDIX I

EXPLANATORY STATEMENT

Any repurchase of the Shares which results in the number of the Shares held by the public being reduced to less than the prescribed percentage of the Shares then in issue could only be implemented with the approval of the Stock Exchange to waive the Listing Rules requirements regarding the public float under Rule 8.08 of the Listing Rules. However, the Directors have no present intention to exercise the Repurchase Mandate to such an extent that would result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

7. SHARE PURCHASED BY THE COMPANY

The Company has not purchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months ended the Latest Practicable Date.

8. CONNECTED PERSON

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/it has a present intention to sell any Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

9. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the past twelve months and up to the Latest Practicable Date were as follows:

	Shares	price
	Highest	Lowest
2017
April	0.209	0.152
May	0.248	0.175
June	0.239	0.184
July	0.240	0.196
August	0.229	0.205
September	0.212	0.130
October	0.295	0.188
November	0.275	0.230
December	0.250	0.205
2018
January	0.240	0.197
February	0.239	0.204
March	0.233	0.155
April (up to the Latest Practicable Date)	0.229	0.168

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Stated below are the details of the Directors who will retire and be eligible for reelection at the AGM in accordance with the Articles.

Mr. Chen Gang (陳鋼), aged 41, was appointed as an executive Director on 8 February 2018. He graduated from Beijing Institute of Fashion Technology (北京服裝學院) with a bachelor’s degree in international trade in July 1999 and a master degree in industrial economics from Beijing Technology and Business University (北京工商大學) in June 2005. He has extensive experience in operation, investment and corporate management. Since August 2009, he has been an executive director and the vice president of Beijing Jiutai Holdings Limited* (北京九台集團有限公司).

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Chen had not been a director in any public company the securities of which are listed on any securities market in Hong Kong or overseas over the past three years and does not have any other position with the Company and other members of the Group or other major appointments and professional qualifications.

Mr. Chen has entered into a service contract with the Company for an initial term of three years commencing from 8 February 2018, and he is subject to retirement by rotation and re-election in accordance with the Articles. He is entitled to a basic salary of HK$600,000 per annum plus discretionary management bonus dependent on the performance of the Group. The emoluments of Mr. Chen are determined by the Board with the recommendation of the remuneration committee of the Board with reference to the prevailing market situation and his duties and responsibilities within the Company.

To the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Chen does not have any other relationships with any Directors, senior management, substantial or controlling shareholders of the Company, nor any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Mr. Chen that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Mr. Chen that needs to be brought to the attention of the Shareholders.

Ms. Yang Xiaoqiu (楊曉秋), aged 31, was appointed as an executive Director on 8 February 2018. She graduated from Hangzhou Normal University Qianjiang College (杭州 師範大學錢江學院) with a bachelor’s degree in tourism management in July 2008. She has extensive experience in operation and corporate management. Ms. Yang held the position of director at Hangzhou Chinese Apparel Limited (杭州華人服飾有限公司) from September 2008 to May 2014. Since July 2015, she has been the chairman of Shanghai Dons Lamour Jewelry Limited* (上海再戀珠寶有限公司). Since August 2017, she has been a director of AARUI International Group Holding Company Limited (愛瑞爾國際集團控股 有限公司).

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Ms. Yang had not been a director in any public company the securities of which are listed on any securities market in Hong Kong or overseas over the past three years.

Ms. Yang has entered into a service contract with the Company for an initial term of three years commencing on 8 February 2018, and she is subject to retirement by rotation and re-election in accordance with the Articles. She is entitled to a basic salary of HK$240,000 per annum plus discretionary management bonus dependent on the performance of the Group. The emoluments of Ms. Yang are determined by the Board with the recommendation of the remuneration committees of the Board by reference to the prevailing market situation, her experience, and her duties and responsibilities within the Company.

As at the Latest Practicable Date and to the best of knowledge and belief of the Company, she is interested in 241,140,000 shares of the Company, representing approximately 6.23% of the issued share capital of the Company. Save as disclosed above, Ms. Yang does not have any other relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company, nor any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Ms. Yang that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Ms. Yang that needs to be brought to the attention of the Shareholders.

Ms. Liu Jie (劉婕), aged 50, was appointed as the chairperson of the Board and an executive Director on 9 May 2017. She graduated from Guizhou Radio & TV University (貴州廣播電視大學) with a bachelor’s degree in finance and accounting computerization in 1986. She has extensive experience in business management and finance. Ms. Liu worked as a vice president at Shenzhen Maiconi Instruments Company Limited (深圳市邁可尼儀器有 限公司) from January 1994 to December 2010. Since January 2011, she has been an executive director and the legal representative of National Finance & Guarantee Company Limited (深圳市華圳融資擔保有限公司). Since November 2012, she has been appointed as a supervisor of Shenzhen Kaiye Industrial Company Limited (深圳市凱業實業有限責任公 司). Since January 2014, she has been a director and the president of Shenzhen Hengde Jianxing Equity Investment Fund Management Company Limited (深圳市前海恒德健行投 資控股有限公司). Since December 2016, she has been the chairperson of Shenzhen Finger Media Company Limited (深圳市指媒數字股份有限公司), a company listed on the National Equities Exchange and Quotations of The People’s Republic of China (NEEQ: 837213).

– 15 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Ms. Liu has entered into a service contract with the Company for an initial term of three years commencing from 9 May 2017, and she is subject to retirement by rotation and re-election in accordance with the Articles. Pursuant to the service contract, she is entitled to a basic salary of HK$240,000 per annum plus discretionary management bonus dependent on the performance of the Group. The emoluments of Ms. Liu are determined by the Board with the recommendation of the remuneration committee of the Board and after taking into account the prevailing market situation and her duties and responsibilities within the Company.

As at the Latest Practicable Date and to the best of knowledge and belief of the Company, she is interested in 3,520,000 underlying Shares which represent the Shares which may be allotted and issued to her upon full exercise of the share options granted to her under the 2014 Scheme and 1,082,400,000 shares of the Company, representing approximately 28.06% of the issued share capital of the Company. Save as disclosed above, Ms. Liu does not hold any directorships in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and does not have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company, nor any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Ms. Liu that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Ms. Liu that needs to be brought to the attention of the Shareholders.

Mr. Hu Minglong (胡明龍), aged 42, was appointed as an independent non-executive Director on 8 February 2018. He graduated from Capital Normal University (首都師範大 學) with a bachelor of arts degree in Chinese language and literature education (漢語言文 學教育) in July 1999 and a master of laws from Renmin University of China (中國人民大 學) in January 2012. He has extensive experience in business strategy, business modelling and corporate management. Since February 2017, he has been an executive director and the vice president of Beijing Oriental Media Properties Limited (北京東方梅地亞置業有限公 司).

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Hu had not been a director in any public company the securities of which are listed on any securities market in Hong Kong or overseas over the past three years. Mr. Hu has entered into a service contract with the Company for an initial term of three years commencing from 8 February 2018, and he is subject to retirement by rotation and re-election in accordance with the Articles. He is entitled to a basic salary of HK$180,000 per annum plus discretionary management bonus dependent on the performance of the Group. The emoluments of Mr. Hu are determined by the Board with the recommendation of the remuneration committee of the Board with reference to the prevailing market situation and his duties and responsibilities within the Company.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

To the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Hu does not have any other relationships with any Directors, senior management, substantial or controlling shareholders of the Company, nor any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Mr. Hu that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Mr. Hu that needs to be brought to the attention of the Shareholders.

Mr. Rao Dacheng (饒大程), aged 42, was appointed as an executive Director on 9 May 2017. He graduated from Beijing Jing Qiao University (北京京橋大學) with a bachelor’s degree in business administration in 1999. He has extensive experience in business management, strategy development and execution. Mr. Rao worked as a general manager at Wuhan Huatong Electric Equipment Company (武漢華通電氣設備公司) from February 2000 to March 2001. From January 2004 to September 2010, he held the position of general manager at Qingdao Chuanghao Group Co. (Shenyang) Limited (青島創豪集團（瀋陽）分 公司). From October 2010 to September 2013, he held the position of general manager at Zhejiang Fifth Season Trading Limited (第五季（浙江）商貿有限公司). From September 2013 to September 2014, he held the position of director at Fifth Season International Petrochemical (Shenzhen) Limited (第五季國際石化（深圳）有限公司). Since September 2014, he has been a director of HaiNanZhong Fishing Boat Service Limited (海南中漁船務 服務有限公司).

Mr. Rao has entered into a service contract with the Company for an initial term of three years commencing from 9 May 2017, and he is subject to retirement by rotation and re-election in accordance with the Articles. Pursuant to the service contract, he is entitled to a basic salary of HK$600,000 per annum plus discretionary management bonus dependent on the performance of the Group. The emoluments of Mr. Rao are determined by the Board with the recommendation of the remuneration committee of the Board and after taking into account the prevailing market situation and his duties and responsibilities within the Company.

As at the Latest Practicable Date and to the best of knowledge and belief of the Company, he is interested in 35,200,000 underlying Shares which represent the Shares which may be allotted and issued to him upon full exercise of the share options granted to him under the 2014 Scheme, representing approximately 0.91% of the issued share capital of the Company. Save as disclosed above, Mr. Rao does not hold any directorships in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and does not have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company, nor any interest in the shares of the Company within the meaning of Part XV of the SFO.

– 17 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Mr. Rao that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Mr. Rao that needs to be brought to the attention of the Shareholders.

Mr. Lai Kwok Leung (黎國樑), aged 29, was appointed as our independent nonexecutive Director on 18 August 2017. Mr. Lai holds a bachelor’s degree in business administration (Hons) in accountancy from the Hong Kong Polytechnic University and is a member of the Hong Kong Institute of Certified Public Accountants with over six years of experience in both public and private auditing, accounting and finance experience. Mr. Lai had been a senior associate of ZHONGLEI (HK) CPA Company Limited from August 2011 to December 2013. He then served as a senior at RSM Nelson Wheeler from December 2013 to January 2015. From February 2015 to July 2015, he had been a senior auditor of World Link CPA Limited. He worked as an audit senior at Ernst & Young LLP (UK) from January 2016 to September 2016. From December 2016 to March 2017, he worked as a senior associate in PricewaterhouseCoopers Hong Kong. From March 2017 to June 2017, he worked as the finance manager of Innovation Technology Company Limited.

As at the Latest Practicable Date and to the best of knowledge and belief of the Company, he is interested in 3,520,000 underlying Shares which represent the Shares which may be allotted and issued to him upon full exercise of the share options granted to him under the 2014 Scheme, representing approximately 0.09% of the issued share capital of the Company. Save as disclosed above, Mr. Lai had not been a director in any public company the securities of which are listed on any securities market in Hong Kong or overseas over the past three years and does not have any other position with the Company and other members of the Group or other major appointments and professional qualifications.

He is appointed for a term commencing on the date of a letter of appointment and will continue thereafter unless terminated by either party giving at least one month’s notice in writing. His remuneration is fixed at HK$180,000 per annum, which commensurates with his duties and responsibilities as independent non-executive Director. To the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Lai does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company, nor any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Mr. Lai that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Mr. Lai that needs to be brought to the attention of the Shareholders.

– 18 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [53 x 43] intentionally omitted <==

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘AGM’’) of Future Bright Mining Holdings Limited (the ‘‘Company’’) will be held at 2: 30 p.m. on Friday, 8 June 2018 at Room 1703–1704, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong for the following purposes:

ORDINARY RESOLUTIONS

As ordinary business to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and the auditors of the Company for the year ended 31 December 2017.

2. (a) (i) To re-elect Mr. Chen Gang as an executive director of the Company.

   • (ii) To re-elect Ms. Yang Xiaoqiu as an executive director of the Company.

   • (iii) To re-elect Ms. Liu Jie as an executive director of the Company.

   • (iv) To re-elect Mr. Rao Dacheng as an executive director of the Company.

   • (v) To re-elect Mr. Hu Minglong as an independent non-executive director of the Company.

   • (vi) To re-elect Mr. Lai Kwok Leung as an independent non-executive director of the Company.

3. (b) To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.

– 19 –

NOTICE OF ANNUAL GENERAL MEETING

1. To re-appoint Ernst & Young as the auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.

2. ‘‘THAT:

subject to and conditional upon the approval from the Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting the listing of, and permission to deal in, the shares of HK$0.001 each in the share capital of the Company to be issued pursuant to the exercise of the share options which may be granted under the New Scheme Limit (as hereinafter defined), the refreshment of the scheme limit of the Company’s share option scheme adopted on 8 December 2014 which became effective on 9 January 2015, up to 10 per cent. of the total number of Shares in issue as at the date of passing of this resolution (the ‘‘New Scheme Limit’’) be and is hereby approved and any director of the Company, or any two directors of the Company if affixation of the common seal of the Company is necessary, be and is/are hereby authorised to do such act and execute all such documents to effect the New Scheme Limit and to exercise all powers of the Company to allot, issue and deal with the Shares to be issued pursuant to the exercise of such share options.’’

5. ‘‘THAT:

• (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into such shares or options, warrants or similar rights to subscribe for any such shares or such convertible securities, and to make or grant offers, agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period;

• (c) the aggregate number of securities allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Right Issue (as defined in paragraph (d) below; or (ii) the exercise of any options granted under any share option schemes of the Company or other similar arrangement adopted from time to time; or (iii) any scrip dividend schemes or similar arrangements providing for the allotment and issue of shares of the Company 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 in force from time to time; or (iv) any issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any bonds, warrants or debentures of the

– 20 –

NOTICE OF ANNUAL GENERAL MEETING

Company or any securities which are convertible into shares of the Company; or (v) a specific authority granted by the shareholders of the Company, shall not exceed:

20 per cent of the number of the shares of the Company in issue as at the date of the passing of this resolution;

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of 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 the applicable law of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution;

‘‘Right Issue’’ means an offer of shares of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares of the Company open for a period fixed by the directors of the Company to holders of shares of the Company on the Company’s register of members on a fixed record date in proportion to their then holdings of shares of the Company (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws, or the requirements, of any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).’’

6. ‘‘THAT:

• (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all powers of the Company to repurchase shares in the capital of the Company on the Stock Exchange, or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, subject to and in accordance with the rules and regulations of the Securities

– 21 –

NOTICE OF ANNUAL GENERAL MEETING

and Futures Commission of Hong Kong, the Stock Exchange, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the total number of the issued shares of the Company which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent of the number of the issued shares of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purposes of this resolution:

  • ‘‘Relevant Period’’ means the period from the date of 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 the applicable law of the Cayman Islands to be held; and

  • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.’’

• ‘‘THAT conditional on the passing of resolutions numbered 5 and 6 above, the general mandate granted to the directors of the Company pursuant to resolution numbered 5 above be and is hereby extended by the addition to the number of the shares of the Company representing the aggregate number of issued shares of the Company repurchased by the Company pursuant to or in accordance with the authority granted under resolution numbered 6 above (up to a maximum number equivalent to 10% of the number of the issued shares of the Company as at the date of passing of the said resolution no. 6).’’

By order of the Board Future Bright Mining Holdings Limited Ho Yuk Ming, Hugo Company Secretary

Hong Kong, 26 April 2018

– 22 –

NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (1) Any member entitled to attend and vote at the AGM is entitled to appoint one or more proxies (if such member holds two or more shares of the Company) to attend and to vote in his stead. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member of the Company from attending the AGM and voting in person should he so wish. In such event, his form of proxy will be deemed to be revoked.

• (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) Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

• (4) A form of proxy for use at the AGM is enclosed.

• (5) 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 such power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting.

• (6) To ascertain the members’ entitlement to attend and vote at the AGM, the register of members will be closed from Tuesday, 5 June 2018 to Friday, 8 June 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 17M/F., Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4: 30 p.m. on Monday, 4 June 2018.

• (7) An explanatory statement containing further details regarding resolution no. 6 above is set out in Appendix I to the circular of which this notice of AGM forms part (the ‘‘Circular’’).

• (8) Details of the retiring directors proposed to be re-elected as directors of the Company are set out in Appendix II to the Circular.

• (9) Members of the Company or their proxies shall produce documents of their proof of identity when attending the AGM.

• (10) If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 7: 00 a.m. on the date of the AGM, the AGM will be postponed. The Company will post an announcement on the website of the Company at www.futurebrightltd.com and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

– 23 –