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.
Zhengzhou Coal Mining Machinery Group Company Limited鄭州煤礦機械集團股份有限公司
(A joint stock limited company incorporated in thePeople’s Republic of China with limited liability) (Stock Code: 00564)
NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING OF 2015 NOTICE IS HEREBY GIVEN THAT the first extraordinary general meeting of 2015 (the “EGM”) of Zhengzhou Coal Mining Machinery Group Company Limited(鄭州煤礦機械集團股份有限公司) (the “Company”) will be held at Convention Centre of Zhengzhou Coal Mining Machinery Group Company Limited, No. 167, 9th Street, Econ-Tech Development Zone, Zhengzhou, Henan Province, the PRC at 9:30 a.m. on Tuesday, 10 February 2015 for the following purposes:
ORDINARY RESOLUTIONS
1. To consider and approve the resolution regarding the election of directors for the third session of the board of directors of the Company, with the following items to be voted upon separately:
1.1 To consider and approve to elect Jiao Chengyao as an executive director for the third session of the board of directors of the Company
1.2 To consider and approve to elect Xiang Jiayu as an executive director for the third session of the board of directors of the Company
1.3 To consider and approve to elect Wang Xinying as an executive director for the third session of the board of directors of the Company
1.4 To consider and approve to elect Guo Haofeng as an executive director for the third session of the board of directors of the Company
1.5 To consider and approve to elect Liu Qiang as an executive director for the third session of the board of directors of the Company
1.6 To consider and approve to elect LiuYao as an independent non-executive director for the third session of the board of directors of the Company
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1.7 To consider and approve to elect Jiang Hua as an independent non-executive director for the third session of the board of directors of the Company
1.8 To consider and approve to elect Li Xudong as an independent non-executive director for the third session of the board of directors of the Company
1.9 To consider and approve to elect Wu Guangming as an independent non-executive director for the third session of the board of directors of the Company
2. To consider and approve the resolution regarding the election of supervisors representing shareholders for the third session of the board of supervisors of the Company, with the following items to be voted upon separately:
2.1 To consider and approve to elect Li Chongqing as a supervisor representing shareholders for the third session of the board of supervisors of the Company 2.2 To consider and approve to elect Zhang Zhiqiang as a supervisor representing shareholders for the third session of the board of supervisors of the Company 2.3 To consider and approve to elect Zhou Rong as a supervisor representing shareholders for the third session of the board of supervisors of the Company 2.4 To consider and approve to elect Liu Fuying as a supervisor representing shareholders for the third session of the board of supervisors of the Company 3. To consider and approve the resolution regarding the extension of the guarantee granted for a wholly-owned subsidiary in Hong Kong.
All of the aforesaid resolutions are ordinary resolutions to be passed by the affirmative votes representing at least one half of the total number of shares held by the attending shareholders having voting rights. The method of cumulative poll shall be adopted for the voting of resolutions No. 1 and No. 2 at the EGM, according to which the number of votes entitled for each share held by the shareholders shall be equal to the number of proposed directors, and the numbers of votes of shareholders can be concentrated in use. In electing independent non-executive directors, each shareholder shall be entitled to such number of votes as shall be equal to the number of shares held by him/her multiplied by the number of independent non-executive directors upon whom he/she can vote. Such votes may only be casted in favour of candidates for independent non-executive directors of the Company and the ones who get the largest numbers of votes shall be elected. In electing executive directors and supervisors, each shareholder shall be entitled to such number of votes as shall be equal to the number of shares held by him/her multiplied by the number of executive directors and supervisors upon whom he/she can vote. Such votes may only be casted in favour of candidates for executive directors and supervisors of the Company and the ones who get the largest numbers of votes shall be elected.
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Closure of the Register of Members
The register of members of the Company will be closed from Sunday, 11 January 2015 to Tuesday, 10 February 2015 (both days inclusive), during which period no transfer of shares of the Company will be effected. Any H shareholders of the Company who intend to attend the EGM but have not yet registered are required to deposit the transfer documents together with the relevant share certificates at theCompany’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops1712–1716, 17th Floor, Hopewell Centre, 183Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 9 January 2015. H shareholders whose names appear on the register of members of the Company on Sunday, 11 January 2015 shall be entitled to attend and vote at the EGM.
By order of the Board
Zhengzhou Coal Mining Machinery Group Company Limited Jiao Chengyao
Chairman
Zhengzhou, PRC, 24 December 2014
As at the date hereof, the executive directors are Mr. JIAO Chengyao, Mr. SHAO Chunsheng, Mr. XIANG Jiayu, Mr. FU Zugang and Mr.WANG Xinying and the independent non-executive directors are Mr. LI Bin, Mr. GAO Guoan, Mr. LUO Jiamang and Ms. LIU Yao.
Notes:
(1) All votes of resolutions at the EGM will be taken by poll pursuant to the Rules Governing the Listing of SecuritiesonTheStockExchangeofHongKongLimited(the“ListingRules”)andtheresultsofthepoll willbepublishedonthewebsitesofTheStockExchangeofHongKongLimited(www.hkexnews.hk)and the Company (www.zzmj.com) in accordance with the Listing Rules.
(2) Any shareholders entitled to attend and vote at the EGM can appoint one or more proxies to attend and vote at the EGM on his/her behalf.A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and type of shares in respect of which each proxy is so appointed.
(3) Shareholdersshallappointtheirproxiesinwriting.Theformofproxyshallbesignedbytheshareholder orhis/her/itsattorneywhohasbeenauthorizedinwriting.Iftheshareholderisacorporation,theformofproxyshallbeaffixedwiththecorporation’ssealorsignedbyitsdirector,oritsattorneydulyauthorized inwriting.Iftheformofproxyissignedbytheattorneyoftheshareholder,thepowerofattorneyorother authorization document shall be notarized. For shareholders of H shares, the aforementioned documents mustbelodgedwiththeHShareregistrar,ComputershareHongKongInvestorServicesLimited,at17M Floor, Hopewell Centre, 183Queen’s Road East,Wanchai, Hong Kong not less than 24 hours before the timeappointedforholdingtheEGMoranyadjournmentthereofinorderforsuchdocumentstobevalid. Completion and delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
(4) Shareholders who intend to attend the EGM (in person or by proxy) shall complete and deliver the reply slip of EGM enclosed to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183Queen’s Road East, Wanchai, Hong Kong on or beforeWednesday, 21 January 2015.
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(5) Shareholders shall produce their identification documents when attending the EGM.
(6) If a proxy attends the EGM on behalf of a shareholder, he/she should produce his/her identification documentandthepowerofattorneyorotherdocumentssignedbytheappointerorhis/herattorney,which specifies the date of its issuance. If a representative of a corporate shareholder attends the EGM, such representative shall produce his/her identification document and the notarized copy of the resolution passedbytheboardofdirectorsorotherauthorityorothernotarizedcopyofanyauthorizationdocuments issued by such corporate shareholder.
(7) The EGM is expected to last for half a day. Shareholders who attend the EGM (in person or by proxy) shall bear their own travelling, accommodation and other expenses.
(8) The contact of the Company:
Address: No. 167, 9th Street, Econ-Tech Development Zone, Zhengzhou, Henan Province, ThePeople’s Republic of China
Telephone: 86-371-6789 1023; 86-371-67891017
Contact Person: Zhang Haibin
Facsimile: 86-371-67891100
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