CST Mining : NOTICE OF EXTRAORDINARY GENERAL MEETING (in PDF)

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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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 985)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ''Meeting'') of CST Mining Group Limited (the ''Company'') will be held at Boardroom 6, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Monday, 16 May 2016 at 10 : 00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions to be taken by way of poll:

ORDINARY RESOLUTIONS

1. ''THAT: the authorized share capital of the Company be and is hereby increased from HK$5,000,000,000 divided into 50,000,000,000 shares to HK$10,000,000,000 divided into 100,000,000,000 shares by creating 50,000,000,000 new shares of HK$0.10 par value each in the capital of the Company.''

   
   

2. ''THAT:

   
   

3. the board of directors of the Company (the ''Board'') be and are hereby authorized and granted specific mandate (the ''Specific Mandate'') (information relating to the Specific Mandate is more particularly described in the circular of the Company dated 21 April 2016 (the ''Circular'')) to allot and issue up to 23,400,000,000 new shares of the Company (the ''Placing Shares'') at the placing price of HK$0.10 per Placing Share pursuant to the proposed placing of the Placing Shares to individual, corporate and/or new institutional investors (the ''Placing'') in accordance with the placing engagement letter dated 15 March 2016 and entered into between (i) the Company; and (ii) Morgan Stanley Asia Limited (the ''Placing Engagement Letter'') (a copy of which has been produced to the meeting, marked ''A'' and initialled by the chairman of the meeting for the purpose of identification);

4. contingent on the Board resolving to issue all or any part of the new shares pursuant to sub-paragraph (a) above, the Board in exercising (from time to time) the Specific Mandate in respect of all or any part of the Placing Shares be and is hereby authorized to execute all such documents, instruments, agreements and deeds that are of administrative nature only and to do all such acts, matters and things as it may in its absolute discretion consider necessary or desirable for the purpose of and in connection with the allotment and issue of all or any part of the Placing Shares; and

   
   

5. any one director of the Company be and is hereby authorized for and on behalf of the Company to execute from time to time all such documents, instruments, agreements and deeds that are of administrative nature only and to do all such acts, matters and things as he/she may in his/her absolute discretion consider necessary or desirable for the purpose of and in connection with the implementation of the Specific Mandate, the Placing Engagement Letter and the transactions contemplated thereunder and to agree to such immaterial variations of the terms of the Placing Engagement Letter as he/she may in his/her absolute discretion consider necessary or desirable.''

   
   

6. ''THAT:

   
   

7. the subscription agreement dated 15 March 2016 (the ''Subscription Agreement'') and entered into between (i) the Company; and (ii) Mr. Chen Weixing (the ''Subscriber'') (a copy of which has been produced to the meeting, marked ''B'' and initialled by the chairman of the meeting for the purpose of identification); and more particularly described in the Circular, pursuant to which the Subscriber has agreed, among other things, to subscribe for 6,240,000,000 new shares of the Company (the ''Subscription Shares'') under the Placing at the subscription price of HK$0.10 per Subscription Share and all transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and

8. any one director of the Company be and is hereby authorized for and on behalf of the Company to execute from time to time all such documents, instruments, agreements and deeds that are of administrative nature only and to do all such acts, matters and things as he/she may in his/her absolute discretion consider necessary or desirable for the purpose of and in connection with the implementation of the Subscription Agreement and the transactions contemplated thereunder and to agree to such immaterial variations of the terms of the Subscription Agreement as he/she may in his/her absolute discretion consider necessary or desirable.''

   
   

   SPECIAL RESOLUTION

   
   

9. ''THAT:

   
   

10. subject to the approval of the Registrar of Companies in Cayman Islands, the English name of the Company be changed to ''NetMind Financial Holdings Limited'' and a dual foreign name in Chinese as

    ''網智金控集團有限公司'' be adopted; and

    
    

11. any one director of the Company be and is hereby authorized for and on behalf of the Company to do all such acts and things and to execute all such documents and deeds that are of administrative nature only as he/she may in his/her absolute discretion consider necessary and desirable in order to effect such change of name and adoption of the dual foreign name in Chinese.''




By order of the Board

CST Mining Group Limited Chiu Tao

Executive Director and Chairman




Hong Kong, 21 April 2016

Notes:




1. Resolutions at the meeting will be taken by poll pursuant to the Company's articles of association and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'') and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

   
   

2. To be valid, a form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

   
   

3. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on behalf of him/her. A proxy needs not be a member of the Company.

   
   

4. To be valid, a form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

   
   

5. Unless otherwise announced by the Company, the meeting will be held as scheduled even when Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force on the date of the meeting. Members of the Company should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situations and if they do so, they are advised to exercise care and caution.

   
   

6. A form of proxy for use at the EGM is enclosed herewith.




As at the date of this announcement, the Board comprises (i) Mr. Chiu Tao (Chairman), Mr. Hui Richard Rui, Mr. Lee Ming Tung, Mr. Kwan Kam Hung, Jimmy, Mr. Yeung Kwok Yu, Mr. Tsui Ching Hung and Mr. Chen Weixing as executive directors; and (ii) Mr. Yu Pan, Ms. Tong So Yuet, Ms. Ma Yin Fan and Mr. Leung Hoi Ying as independent non-executive directors.