AuKing Mining Limited Prospectus

13.1 Corporate status The Company was incorporated under the Corporations Act on 24 August 1995. The Company’s balance date is 31 December of each year. The Company is taxed as an Australian public company. 13.2 Constitution Copies of the Existing Constitution may be inspected at the registered office of the Company during normal business hours by appointment with the Company Secretary. The Company proposes to adopt a new Constitution at the General Meeting. Further information regarding the New Constitution is set out in the Notice of Meeting 13.3 Rights attaching to Shares in the Company A summary of the rights which relate to all Shares which may be issued pursuant to this Prospectus is set out below, on the assumption that the New Constitution is adopted. Where these key provisions materially differ to those in the current constitution of the Company this is noted. These rights are the same as those in respect of the Company’s existing issued Shares. This summary does not purport to be exhaustive or constitute a definitive statement of the rights and liabilities of the Company’s Shares. a. Voting A t a general meeting of the Company on a show of hands, every member present in person or by proxy, attorney or representative has one vote and upon a poll, every member present in person, or by proxy, attorney or representative has one vote for every Share held by them. b. Dividends T he Shares will rank equally with all other issued Shares in the capital of the Company and may participate in dividends from time to time from their date of issue. Subject to the rights of holders of Shares of any special preferential or qualified rights attaching thereto, dividends are payable amongst the holders of Shares in proportion to the amounts paid up on such Shares respectively at the date of declaration of the dividend. The Directors may from time to time pay to Shareholders such final and interim dividends as in their judgment the position of the Company justifies. c. Winding Up U pon paying the Application Monies, Shareholders will have no further liability to make payments to the Company in the event of the Company being wound up pursuant to the provisions of the Corporations Act . d. Transfer of Securities G enerally, the Shares in the Company will be freely transferable, subject to satisfying the usual requirements of security transfers on ASX. The Directors may decline to register any transfer of Shares, but only where permitted to do so under its constitution or the Listing Rules. e. Sale of Non-Marketable Holdings T he Company may take steps in respect of non-marketable holdings of Shares in the Company to effect an orderly sale of those Shares in the event that holders do not take steps to retain their holdings. T he Company may only take steps to eliminate non-marketable holdings in accordance with the constitution and the Listing Rules. For more particular details of the rights attaching to Shares in the Company, investors should refer to the constitution of the Company. f. Future Increases, Alteration and Reduction of Capital T he allotment and issue of securities is under the control of the Directors. Subject to restrictions on the allotment of securities pursuant to the Listing Rules, the Constitution of the Company and the Corporations Act , the Directors may allot, issue or otherwise dispose of new securities on such terms and conditions as they decide. T he Company in general meeting may convert its securities into a larger or smaller number of securities, and subject to the Corporations Act and the Listing Rules, the Company may reduce its share capital and buy-back Shares in itself. g. Variation of Rights T he Company may only modify or vary the rights attaching to any class of Shares with the consent in writing of the holders of at least 75% of the issued Shares of the class or the sanction of a special resolution passed at a meeting of the holders of the issued Shares of that class. F ull details of the rights attaching to Shares are set out in the Constitution of the Company. A copy of the existing or proposed New Constitution can be obtained from the Company. The Shares to be issued pursuant to this Prospectus will rank equally with all of the Company’s existing Shares. 13. Additional Information AuKing Mining Limited | PROSPECTUS 241