AuKing Mining Limited Prospectus

The Board currently comprises four Directors, two of whom (including the Chairman Dr Peng) represent the Company’s major shareholder JCHX. On Completion, the Board will comprise four Directors – three of whom will be independent directors. The names, qualifications and relevant experience of each Director and Proposed Director is set out in section 10.1. There is no requirement for any Director to maintain a shareholding within the Company. As the Company’s activities increase in size, nature and scope, the size of the Board will be reviewed periodically and the optimum number of Directors required to adequately govern the Company’s activities determined within the limitations imposed by the Constitution. In assessing the independence of Directors, the Company has regard to Principle 2 of the Corporate Governance Principles and Recommendations. The Company’s Corporate Governance Charter sets out further matters that the Board will consider when determining the independence of Directors of the Company. 11.5 Nomination Committee Charter The Company has not formally established a nomination committee ( Nomination Committee ) as the Directors consider the Company is not of a size nor are its affairs of such complexity as to justify the formation of this committee. The Board will apply the skill matrix to identify gaps in the collective skills of the Board that are to be addressed through professional development and ensure that the Board comprises Directors with the appropriate mix of skills, experience, expertise and diversity relevant to the Company’s business and the Board’s responsibilities. The Board will be guided by the Corporate Governance Charter in dealing with composition and succession issues. 11.6 Identification and Management of Risk The Company has not formally established an audit and risk committee ( Audit and Risk Committee ) as the Directors consider that the Company is not of a size nor are its affairs of such complexity as to justify the formation of this committee. The Board considers that it is able to efficiently and effectively oversee, without establishing a separate Audit and Risk Management Committee: a. the corporate reporting process; and b. the Company’s risk management framework. In overseeing these matters, the Board will be guided by the Corporate Governance Charter. The Company will review this position annually and determine whether an Audit and Risk Committee needs to be established. 11.7 Ethical Standards The Company is committed to the establishment and maintenance of appropriate ethical standards. Accordingly, the Company has adopted a corporate ethics policy ( Corporate Ethics Policy ) and a corporate code of conduct ( Code of Conduct ). The Code of Conduct establishes the principles and responsibilities to which the Company is committed with respect to both its internal dealings with employees and consultants, and external dealings with shareholders and the community at large. Alongside the Corporate Ethics Policy, the Code of Conduct sets out the standard which the Board, Management and employees of the Company are encouraged to comply with when dealing with each other, shareholders and the broader community. The responsibilities contained within the Code of Conduct include: a. to increase shareholder value within an appropriate framework which safeguards the rights and interests of the Company’s shareholders and the financial community; b. compliance with all legislative and common law requirements which affect its business; c. compliance with the applicable legal rules regarding privacy, privileges, private and confidential information; and d. compliance with the laws and regulations of the countries in which its businesses operate and acting in an ethical manner, consistent with the principles of honesty, integrity, fairness and respect. AuKing Mining Limited | PROSPECTUS 213