Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
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(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1164) PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND THE ARTICLES OF ASSOCIATION AND ADOPTION OF AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION
The Directors intend to put forward to the Shareholders a
proposal to amend the Memorandum and the Articles in order to
reflect the Company's updated corporate information and to
bring the constitution of the Company in line with current
amendments made to the Listing Rules that came into effect on
1 January 2012 and 1 April 2012 respectively.
The proposed amendments to the Memorandum and the Articles
and adoption of amended and restated memorandum of
association and articles of association are subject to
approval of the Shareholders by way of passing special
resolutions to be proposed at the AGM.
The directors (the " Directors ") of CGN Mining Compan y
Limited (the " Company " ) propose to make certain amendments
to the memorandum of association of the Company (the
"Memorandum") in order to reflect the Company's updated
corporate information, including the Company's name,
registered office, authorized share capital and par value.
The Directors also propose to adopt the form of the amended
and restated memorandum of association which consolidates all
the proposed amendments set out in the notice of the
forthcoming annual general meeting of the Company scheduled
to be held on 16 May 2012 (the "AGM").
The Stock Exchange of Hong Kong Limited (the "Stock
Exchange") has amended the Rules Governing the Listing of
Securities on the Stock Exchange (the "Listing Rules")
relating to, among other things, the articles of association
or equivalent constitutional documents of listed issuers. The
amendments to the Listing Rules would come into effect on 1
January 2012 and 1
April 2012.
Accordingly, the Directors propose to seek the approval of
the shareholders of the Company (the "Shareholders") by way
of special resolutions for the amendments to the articles of
association of the Company (the "Articles"). The Directors
also propose to adopt the form of the amended and restated
articles of association which consolidates all previous
amendments made to the Articles pursuant to resolutions
passed by shareholders at general meetings and all the
proposed amendments set out in the notice of the AGM, so as
to bring the constitution of the Company in line with current
amendments made to the Listing Rules.
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A circular containing, among others, further information in
respect of the proposed amendments to the Memorandum and the
Articles and a notice of AGM will be despatched to the
Shareholders as soon as practicable.
Hong Kong, 11 April 2012
By Order of the Board
Chief Executive Officer
As at the date of this announcement, the board of Directors of the Company comprises three executive Directors: Mr. He Zuyuan (chief executive officer), Mr. Li Zhengguang and Ms. Zheng Xiaowei, three non-executive Directors: Mr. Yu Zhiping (chairman), Mr. Wei Qiyan and Mr. Chen Zhiyu and three independent non-executive Directors: Mr. Ling Bing, Mr. Qiu Xianhong and Mr. Huang Jinsong.
* for identification purposes only
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