AuKing Mining Limited Prospectus

3.9 Approval Resolutions The General Meeting will be convened by the Company in the near future primarily for the purpose of seeking the approval of Shareholders to various resolutions required to implement the KP Transaction. It is a condition of completion of the Public Offer that each of the Approval Resolutions are approved by Shareholders. The Approval Resolutions comprise the following: – Resolution 1 – Approval of Koongie Park Earn-in: Change in Scale of Activities; – Resolution 2 – Approval of 200:1 consolidation of existing Shares; – Resolution 3 – Approval to issue Offer Shares under the Prospectus; – Resolution 4 – Approval to issue Offer Options under the Prospectus; – Resolution 5 – Approval to issue Shares to JCHX Group in lieu of repayment of existing loan moneys; – Resolution 6 – Approval to issue Shares to Dr Huaisheng Peng in lieu of unpaid directors fees; – Resolution 7 – Approval to issue Shares to Mr Qinghai Wang in lieu of unpaid directors fees; – Resolution 8 – Approval to issue Shares to Mr Paul Williams (a director) in lieu of unpaid salaries and entitlements; – Resolution 9 – Approval to issue Shares to Mr Robert Yang (a director) in lieu of unpaid salaries and entitlements; – Resolution 10 – Approval to issue Shares to other employees and agents of the Company in lieu of unpaid salaries and service fees; – Resolution 11 – Approval of issue of Shares to Saralau Pty Ltd upon conversion of convertible notes; – Resolution 12 – Ratification of the issue of convertible notes to N&M Greenhalgh Super Fund and approval of issue of Shares to N&M Greenhalgh Super Fund upon conversion of convertible notes; – Resolution 13 – Approval of issue of Shares to Paul R Williams Super Fund upon conversion of convertible notes; – Resolution 14 – Approval of issue of Shares to Peter Tighe Super Fund upon conversion of convertible notes; – Resolution 15 – Approval of issue of Shares to Yang Family Trust upon conversion of convertible notes; – Resolution 16 – Ratification of the issue of short term convertible notes to various private investors and approval of issue of Shares to those private investors upon conversion of convertible notes; – Resolution 17 – Approval of issue of Shares to Peter Tighe Super Fund upon conversion of short term convertible notes; – Resolution 18 – Approval of the issue of Shares to Novus Capital Limited as part payment of success fee on Capital Raising – Resolution 19 – Adoption of New Constitution; – Resolution 20 – Appointment of Stanley Mark Elliott as a non-executive director; – Resolution 21 – Appointment of Peter Gerard Tighe as a non-executive director; – Resolution 22 – Appointment of Ian Hodkinson as a non-executive director; – Resolution 23 – Appointment of Shizhou Yin as a non-executive director; – Resolution 24 – Approval of non-executive director fees; If any of the Approval Resolutions are not approved by Shareholders neither the KP Transaction nor the Public Offer will be completed. 3. C ompany Overview and Koongie Park Transaction Rationale continued 42