Mongolian Mining Corporation — Proxy Solicitation & Information Statement 2019

Aug 6, 2019

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Mongolian Mining Corporation (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, licensed securities dealer 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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the shares of the Company.

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MONGOLIAN MINING CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 975)

PROPOSED SHARE CONSOLIDATION, PROPOSED CHANGE IN BOARD LOT SIZE AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

The notice convening the extraordinary general meeting of the Company (the “ EGM ”) to be held at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 22 August 2019 at 3:00 p.m. is set out on pages EGM-1 to EGM-2 of this circular.

Whether or not you intend to attend the EGM, you are requested to complete the accompanying form of proxy for use at the EGM in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M 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 (i.e. not later than 3:00 p.m. on Tuesday, 20 August 2019) or the adjourned meeting (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 EGM if you so wish and, in such event, the form of proxy shall be deemed to be revoked.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.mmc.mn).

• References to time and dates in this circular are to Hong Kong time and dates.

7 August 2019

CONTENTS

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

– i –

DEFINITIONS

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

• “Board” the board of Directors

• “Business Day(s)”

• day(s) (excluding Saturdays, Sundays and public holidays) on which banks are open for business in Hong Kong

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Company”

• Mongolian Mining Corporation, a company incorporated in the Cayman Islands with limited liability whose issued shares are listed on the Main Board of the Stock Exchange (stock code: 975)

• “Consolidated Shares”

• ordinary shares of US$0.10 each in the share capital of the Company after the Share Consolidation becoming effective

• “Director(s)” the director(s) of the Company

• “Effective Date”

the date on which the Share Consolidation shall become effective, being one clear Business Day after the date of the passing of the ordinary resolution approving the Share Consolidation at the EGM

• “EGM”

• the extraordinary general meeting of the Company to be convened and held at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong, on Thursday, 22 August 2019 at 3:00 p.m. for the purpose of considering and, if thought fit, approving the Share Consolidation

• “Existing Shares”

ordinary shares of US$0.01 each in the share capital of the Company prior to the Share Consolidation becoming effective

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

• “HKSCC”

• The Hong Kong Securities Clearing Company Limited

– 1 –

DEFINITIONS

• “Hong Kong”

Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 1 August 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained therein

• “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange

• “Outstanding Options” the right(s) granted under the Share Option Scheme to subscribe for shares of the Company in accordance with the Share Option Scheme

• “Share(s)” the Existing Share(s) or the Consolidated Share(s), as the context may be

• “Share Consolidation”

• the proposed consolidation of every ten (10) Existing Shares into one (1) Consolidated Share in the share capital of the Company

• “Share Option Scheme” the share option scheme of the Company adopted on 17 September 2010

• “Shareholder(s)” holder(s) of the Share(s) of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “US$”

• United States dollars

– 2 –

LETTER FROM THE BOARD

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MONGOLIAN MINING CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 975)

Executive Directors: Mr. Odjargal Jambaljamts (Chairman) Dr. Battsengel Gotov (Chief Executive Officer)

Non-Executive Directors:

Mr. Od Jambaljamts Ms. Enkhtuvshin Gombo Mr. Enkhtuvshin Dashtseren

Independent non-executive Directors: Dr. Khashchuluun Chuluundorj Mr. Unenbat Jigjid Mr. Chan Tze Ching, Ignatius

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

Principal place of business in Hong Kong: Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong

7 August 2019

To the Shareholders

Dear Sir/Madam,

PROPOSED SHARE CONSOLIDATION, PROPOSED CHANGE IN BOARD LOT SIZE AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 22 July 2019 in relation to the proposed Share Consolidation and proposed change in board lot size. The purpose of this circular is to provide you with information relating to (i) the proposed Share Consolidation and proposed change in board lot size; and (ii) a notice of the EGM and the corresponding proxy form.

– 3 –

LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

The Company proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares of par value of US$0.01 each in the share capital of the Company will be consolidated into one (1) Consolidated Share. Fractional Consolidated Shares, if any, arising from the Share Consolidation, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of share certificates held by such holder.

Shareholders who concern about losing out on any fractional entitlement are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser and may wish to consider the possibility of buying or selling the Existing Shares in a number sufficient to make up an entitlement to receive a whole number of the Consolidated Shares.

EFFECTS OF THE SHARE CONSOLIDATION

As at the Latest Practicable Date, the authorised share capital of the Company is US$150,000,000.00 comprising 15,000,000,000 Existing Shares of par value of US$0.01 each, of which 10,291,767,865 Existing Shares have been issued and are fully paid or credited as fully paid. Upon the Share Consolidation becoming effective and assuming that no further Existing Share is issued or repurchased from the Latest Practicable Date until the Effective Date, the authorised share capital of the Company will become US$150,000,000.00 divided into 1,500,000,000 Consolidated Shares of par value of US$0.10 each and, of which not less than 1,029,176,786 Consolidated Shares will be in issue.

Upon the Share Consolidation becoming effective, the Consolidated Shares will rank pari passu in all respects with each other in accordance with the Company’s articles of association. Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operation, management or financial position of the Company or the relative interests or rights of the Shareholders, save for any fractional Consolidated Shares which may arise.

THE OUTSTANDING OPTIONS

As at the Latest Practicable Date, there were 353,477,207 Outstanding Options granted under the Share Option Scheme. Under the relevant terms and conditions thereof, the Share Consolidation may lead to adjustments to the exercise price and/or the number of shares of the Company falling to be issued upon exercise of the Outstanding Options pursuant to the terms thereof. Assuming there is no other adjustment event under the relevant share option scheme other than the Share Consolidation becoming effective, the Outstanding Options will entitle the holders thereof to subscribe for up to 35,347,720 Consolidated Shares in aggregate.

– 4 –

LETTER FROM THE BOARD

Save for the aforesaid, the Company does not have any options outstanding under any share option scheme of the Company or any other derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into Shares as at the Latest Practicable Date.

CONDITIONS OF THE SHARE CONSOLIDATION

The Share Consolidation is conditional upon the following:

• (i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM; and

• (ii) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.

As at the Latest Practicable Date, none of the conditions above had been fulfilled.

Subject to the satisfaction of all the above conditions, it is expected that the Share Consolidation will become effective on the Effective Date, i.e. being one clear Business Day after the date of passing the ordinary resolution approving the Share Consolidation at the EGM.

LISTING APPLICATION

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares to be in issue upon the Share Consolidation taking effect.

Subject to the granting of the listing of, and the permission to deal in, the Consolidated Shares on the Stock Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange. Upon the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing, or permission to deal in, the Consolidated Shares is being or is proposed to be sought.

– 5 –

LETTER FROM THE BOARD

PROPOSED CHANGE OF BOARD LOT SIZE

The Shares are currently traded in board lots of 500 Existing Shares. The Company proposed to change the board lot size for trading on the Stock Exchange from 500 Existing Shares to 3,000 Consolidated Shares upon the Share Consolidation becoming effective.

Based on the closing price of HK$0.100 per Existing Share (equivalent to HK$1.00 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, the market value of each board lot of 3,000 Consolidated Shares, assuming the Share Consolidation and the change in board lot size had already become effective, would be HK$3,000.

EXCHANGE OF SHARE CERTIFICATES

Subject to the Share Consolidation becoming effective, Shareholders may during the period as specified in the paragraph headed “Expected Timetable” in this circular submit share certificates for the Existing Shares (in light brown colour) to the Company’s 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, in exchange, at the expense of the Company, for new share certificates (in light blue colour) for the Consolidated Shares. Thereafter, certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be allowed by the Stock Exchange from time to time) for each share certificate for the Existing Shares cancelled or each new share certificate issued for the Consolidated Shares, whichever number of certificates cancelled/issued is higher. Nevertheless, certificates for the Existing Shares will continue to be good evidence of legal title and may be exchanged for certificates for the Consolidated Shares at any time.

ARRANGEMENT ON ODD LOT TRADING

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company has appointed Computershare Hong Kong Investor Services Limited as an agent to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots, of the Consolidated Shares, from 9:00 a.m. on Monday, 9 September 2019 to 4:00 p.m. on Friday, 27 September 2019 (both days inclusive). Shareholders who wish to take advantage of this facility should contact Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong and at telephone number (852) 2862 8555 during office hours (i.e. 9:00 a.m. to 6:00 p.m.). Shareholders should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers. Please refer to the section headed “Expected Timetable” below for the period during which the Company will provide matching service for the sale and purchase of odd lots of the Consolidated Shares.

– 6 –

LETTER FROM THE BOARD

EXPECTED TIMETABLE

Set out below is the tentative timetable for the implementation of the Share Consolidation and change in board lot size. The expected timetable is subject to the results of the relevant EGM and is therefore for indicative purpose only. All times and dates set out below refer to Hong Kong local times and dates.

Event

Time and date 2019

Latest date and time for lodging transfer documents in order to qualify for attending and voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:30 p.m. on Thursday, 15 August Closure of register of members for determining the entitlement to attend and vote at the EGM . . . . . . . . . . . . . . . . . . . . .Friday, 16 August to Thursday, 22 August (both days inclusive) Latest date and time for lodging proxy form for the EGM (not less than 48 hours prior to the time of the EGM) . . . . . . . . . . . . . . . . . .3:00 p.m. on Tuesday, 20 August Proposed date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3:00 p.m. on Thursday, 22 August Announcement of poll results of the EGM . . . . . . . . . . . . . . . . . . . . . .Thursday, 22 August

The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation:

Effective date of the Share Consolidation. . . . . . . . . . . . . . . . . . . . . . . . .Monday, 26 August First day of free exchange of existing share certificates for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . .Monday, 26 August Commencement of dealings in the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Monday, 26 August Original counter for trading in Existing Shares in board lots of 500 Existing Shares (in the form of existing share certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Monday, 26 August

– 7 –

LETTER FROM THE BOARD

Temporary counter for trading in the Consolidated	Temporary counter for trading in the Consolidated
Shares in board lots of 50 Consolidated Shares
(in the form of existing share certificates) opens . . . . . . . . .		. . . . . . . . . . . . .9:00 a.m. on
		Monday, 26 August
Original counter for trading in the Consolidated Shares
in new board lots of 3,000 Consolidated Shares
(in the form of new share certificates) re-opens	. . . . . . . . . .	. . . . . . . . . . . . .9:00 a.m. on
		Monday, 9 September
Parallel trading in Consolidated Shares
(in the form of new share certificates and
existing share certificates) commences . . . . . . .	. . . . . . . . . .	. . . . . . . . . . . . .9:00 a.m. on
		Monday, 9 September
Designated agent starts to stand in the
market to provide matching services for
odd lots of Consolidated Shares . . . . . . . . . . .	. . . . . . . . . .	. . . . . . . . . . . . .9:00 a.m. on
		Monday, 9 September
Temporary counter for trading in Consolidated
Shares in board lots of 50 Consolidated Shares
(in the form of existing share certificates) closes . . . . . . . .		. . . . . . . . . . . . .4:00 p.m. on
		Friday, 27 September
Parallel trading in Consolidated Shares
(in the form of new share certificates and
existing share certificates) ends . . . . . . . . . . . .	. . . . . . . . . .	. . . . . . . . . . . . .4:00 p.m. on
		Friday, 27 September
Designated agent ceases to stand in the
market to provide matching services for
odd lots of Consolidated Shares . . . . . . . . . . .	. . . . . . . . . .	. . . . . . . . . . . . .4:00 p.m. on
		Friday, 27 September
Last day for free exchange of existing share
certificates for new share certificates for
the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . .Wednesday, 2 October

– 8 –

LETTER FROM THE BOARD

REASONS FOR THE SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE

It is expected that the Share Consolidation and change in board lot size will bring about a corresponding upward adjustment in the trading price per Consolidated Share on the Stock Exchange. The Company believes that this will make investing in the shares more attractive to a broader range of investors and thus further broaden the shareholder base of the Company. The Company also believes that this will increase the liquidity of the trading of the Consolidated Shares on the Stock Exchange.

With a higher trading price of the Consolidated Shares and reduction in the transaction and handling costs as a proportion of the market value of each board lot, the Company believes that the Share Consolidation will also enhance its corporate image. Accordingly, the Company is of the view that the Share Consolidation and change in board lot size is beneficial to and in the interests of the Company and the Shareholders as a whole.

As of the Latest Practicable Date, the Company has no plans for any further corporate action or arrangement that may affect trading in its Shares and it has no plans for any equity fundraising.

EGM

A notice convening the EGM to be held at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 22 August 2019 at 3:00 p.m. is set out on pages EGM-1 to EGM-2 of this circular. An ordinary resolution will be proposed at the EGM to approve, among other things, the proposed Share Consolidation.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkex.com.hk) and the Company (www.mmc.mn). Whether or not you intend to attend the EGM, 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 branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM (i.e. not later than 3:00 p.m. on Tuesday, 20 August 2019) or the adjourned meeting (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 EGM or any adjournment thereof if you so wish and in such event, the form of proxy shall be deemed to be revoked.

The resolution proposed to be approved at the EGM will be taken by poll and an announcement will be made by the Company after the EGM on the poll result of the EGM to be published on the websites of the Stock Exchange (www.hkex.com.hk) and the Company (www.mmc.mn).

– 9 –

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement of the Shareholders of the Company to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 16 August 2019 to Thursday, 22 August 2019 (both days inclusive) during which period no transfer of shares will be registered. In order to qualify for entitlement to attend and vote at the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, 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 Thursday, 15 August 2019.

RECOMMENDATION

Based on the above, the Directors consider that the proposed Share Consolidation and change in board lot size are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution approving the Share Consolidation to be proposed at 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 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.

GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the resolution relating to the Share Consolidation to be proposed at the EGM and no Shareholder is required to abstain from voting on such resolution at the EGM.

Shareholders and potential investors should be aware that the Share Consolidation is conditional upon satisfaction of the conditions precedent set out in the paragraph “Conditions of the Share Consolidation” in this circular and the change in board lot size is conditional upon the Share Consolidation becoming effective. Accordingly, the Share Consolidation and the change in board lot size may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares and, if they are in any doubt about their position, they should consult their professional advisers.

Yours faithfully, For and on behalf of the Board Mongolian Mining Corporation Odjargal Jambaljamts

Chairman

– 10 –

NOTICE OF EGM

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MONGOLIAN MINING CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 975)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Mongolian Mining Corporation (the “ Company ”) will be held at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 22 August 2019 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following ordinary resolution (with or without modifications):

ORDINARY RESOLUTION

“ THAT subject to and conditional upon, among others, the granting by the Listing Committee of the Stock Exchange of the listing of, and permission to deal in, the Consolidated Shares (as defined below) to be in issue upon the Share Consolidation (as defined below) becoming effective:

• (a) with effect from one clear business day after the date on which this resolution is passed, being a day on which shares of the Company are traded on the Stock Exchange, every ten (10) issued and unissued ordinary shares of par value of US$0.01 each in the share capital of the Company be consolidated into one (1) consolidated share (each a “ Consolidated Share ”) (the “ Share Consolidation ”), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the articles of association of the Company;

• (b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold and retained for the benefits of the Company in such manner and on such terms as the Director(s) may think fit; and

• (c) the Director(s) be and are authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation.”

For and on behalf of the Board Mongolian Mining Corporation Odjargal Jambaljamts Chairman

Hong Kong, 7 August 2019

– EGM-1 –

NOTICE OF EGM

Notes:

• (1) Unless otherwise specified, all the terms used in this notice shall have the same meaning as defined in the circular of the Company dated 7 August 2019.

• (2) A member entitled to attend and vote at the above meeting is entitled to appoint one proxy or, if he/she/it is a holder of more than one share, more than one proxy to attend and vote instead of him/her/it. A proxy needs not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (3) Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (4) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be lodged with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not less than 48 hours before the time appointed for holding the meeting (i.e. not later than 3:00 p.m. on Tuesday, 20 August 2019) or the adjourned meeting (as the case may be).

• (5) Completion and return of the form of proxy will not preclude a member from attending the meeting and voting in person at the meeting or any adjournment thereof if he/she/it so desires. If a member attends the meeting after having deposited the form of proxy, his/her/its form of proxy will be deemed to have been revoked.

• (6) For determining the entitlement of the Shareholders of the Company to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 16 August 2019 to Thursday, 22 August 2019 (both days inclusive) during which period no transfer of shares will be registered. In order to qualify for entitlement to attend and vote at the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, 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 Thursday, 15 August 2019.

• (7) If typhoon signal number 8 or above remains hoisted or a black rainstorm warning signal is in force at 1:00 p.m. on the date of the EGM, the EGM will be postponed. Shareholders are requested to visit the website of the Company at www.mmc.mn for details of alternative meeting arrangements. The EGM will be held as scheduled when an amber or red rainstorm warning signal is in force. Shareholders should make their own decision as to whether they would attend the EGM under bad weather conditions bearing in mind their own situation and if they should choose to do so, they are advised to exercise care and caution.

– EGM-2 –