PDF《飞尚无烟煤资源有限公司》

If you are in any 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, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Feishang Anthracite Resources Limited, you should at once hand this circular, together with the enclosed 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. Feishang Anthracite Resources Limited 飞尚无烟煤资源有限公司(Incorporated in the British Virgin Islands with limited liability) (Stock Code: 1738) PROPOSALS FOR (1) RE-ELECTION OF RETIRING DIRECTORS;

AND (2) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;

AND NOTICE OF ANNUAL GENERAL MEETING Capitalised terms used in this cover page shall have the same meanings as those defined in this circular. A letter from the Board is set out on pages

3 to

6 of this circular. A notice convening the Annual General Meeting to be held at Regus Conference Centre, 35/F, Central Plaza,

18 Harbour Road, Wanchai, Hong Kong on Friday,

31 May

2019 at 2:30 pm is set out on pages

18 to

22 of this circular. Whether or not you intend to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company'

s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre,

183 Queen'

s Road East, Hong Kong as soon as possible but in any event not less than

48 hours before the time fixed for the Annual General Meeting (i.e. not later than 2:30 pm on Wednesday,

29 May

2019 or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting. This circular and the form of proxy are also published on the designated website of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the website of the Company (http://www.fsanthracite.com). * References to time and dates in this circular are to Hong Kong time and dates. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

24 April

2019 Page Definitions

1 Letter from the Board 1. Introduction

3 2. Proposed Re-election of Retiring Directors

4 3. Proposed Granting of General Mandate to Issue Shares

4 4. Proposed Granting of General Mandate to Repurchase Shares

4 5. Annual General Meeting and Proxy Arrangement

5 6. Closure of Register of Members

6 7. Recommendation

6 8. General

6 Appendix I C Details of the Directors Proposed to be Re-elected at the Annual General Meeting

7 Appendix II C Explanatory Statement on the Share Repurchase Mandate . . .

15 Notice of Annual General Meeting

18 This circular is available in printed form in both English and Chinese and is also published on the designated website of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the website of the Company (http://www.fsanthracite.com). The English version will prevail in case of any inconsistency between the English and Chinese version of this circular. CONTENTS C i C In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: Annual General Meeting an annual general meeting of the Company to be held at Regus Conference Centre, 35/F, Central Plaza,

18 Harbour Road, Wanchai, Hong Kong on Friday,

31 May

2019 at 2:30 pm Articles of Association the articles of association of the Company as amended, supplemented or modified from time to time Board the board of Directors BVI the British Virgin Islands CHNR China Natural Resources, Inc., a company incorporated in BVI on

14 December 1993, the shares of which are listed on the Capital Market of NASDAQ in the New York State CNY Chinese Yuan, the lawful currency of the People'

s Republic of China Company Feishang Anthracite Resources Limited, a company incorporated in BVI with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange Director(s) the director(s) of the Company from time to time Group the Company and its subsidiaries from time to time HK$ Hong Kong dollars, the lawful currency of Hong Kong Hong Kong the Hong Kong Special Administrative Region of the People'

s Republic of China Issuance Mandate as defined in paragraph

3 of the letter from the Board as set out on page

4 of this circular Latest Practicable Date

15 April 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular DEFINITIONS C

1 C Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time SFO the Securities and Futures Ordinance, Chapter

571 of the Laws of Hong Kong Share(s) the ordinary share(s) of HK$0.001 each in the share capital of the Company Share Repurchase Mandate as defined in paragraph

4 of the letter from the Board as set out on page

4 of this circular Shareholder(s) holder(s) of Share(s) Stock Exchange The Stock Exchange of Hong Kong Limited Takeovers Code the Code on Takeovers and Mergers issued by the Securities and Futures Commission as amended from time to time % per cent DEFINITIONS C

2 C Feishang Anthracite Resources Limited 飞尚无烟煤资源有限公司(Incorporated in the British Virgin Islands with limited liability) (Stock Code: 1738) Executive Directors: Mr. HAN Weibing (Chairman and Chief Executive Officer) Mr. HU Lubao Mr. TAM Cheuk Ho Mr. WONG Wah On Edward Mr. YUE Ming Wai Bonaventure Independent Non-executive Directors: Mr. LO Kin Cheung Mr. HUANG Zuye Mr. WANG Xiufeng Registered Office: Maples Corporate Services (BVI) Limited Kingston Chambers, P.O. Box

173 Road Town, Tortola British Virgin Islands Principal Place of Business in Hong Kong: Room 2205, Shun Tak Centre

200 Connaught Road Central Sheung Wan Hong Kong

24 April

2019 To the Shareholders Dear Sir/Madam, PROPOSALS FOR (1) RE-ELECTION OF RETIR........