Pre-Annual General Meeting Information • Apr 19, 2023
Pre-Annual General Meeting Information
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(incorporated and registered in England and Wales with registered number 13620150)
(the Company)
Notice is hereby given that a General Meeting (Meeting) of Beacon Rise Holdings PLC (Company) will be held at Boot Room, 154-160 Fleet Street, Blackfriars, London, EC4A 2DQ on 15th May 2023 at 3 pm.
You will be asked to consider pursuant to section 656(1) of the Companies Act 2006 (the Act), whether any, and if so, what steps should be taken to address the fact that the net assets of the Company have fallen to half or less of its called-up share capital.
It has recently come to the attention of the Board of Directors of the Company (the Board) that the value of the Company's net assets is less than half of its called-up share capital (deemed to be a serious loss of capital). Pursuant to section 656 of the Act, the directors of a public company are required to call a general meeting, where the net assets of the company are half or less than half of its called-up share capital, in order to allow the shareholders of the Company to consider whether any, and if so, what steps should be taken to deal with the situation. The Board have noted that, as at 24th March 2023, the net assets of the Company were £ 559,925.28, which is less than half of the nominal value of its called-up share capital of £1,122,000.
The Board is of the view that the status of a "serious loss of capital" under section 656 of the Act does not pose any immediate risk to the current solvency of the Company. The Board will continue to prudently manage the Company's remaining cash reserves and minimise its operating expenses.
In light of the above, the Board does not consider it necessary for specific resolutions to be proposed at the General Meeting. The Board does, however, welcome dialogue with shareholders on this point and the General Meeting will provide a forum for such discussions to take place.
By order of the Board
Xiaobing Wang
Director
(incorporated and registered in England and Wales with registered number 13620150)
1.1 If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint one or more proxies to exercise all or any of your rights to attend, speak and vote at the meeting and you should have received a proxy form with this notice of meeting. A proxy does not need to be a shareholder of the Company but must attend the meeting to represent you. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
1.2 You may appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy, please contact the Company by email at [email protected]. You will need to state clearly on each proxy form the number of shares in relation to which the proxy is appointed. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the chairman) and give your instructions directly to them.
5.1 A shareholder may change a proxy instruction but to do so you will need to inform the Company in writing by either:
to communicate with the Company for any purposes other than those expressly stated.
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