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Almana Limited — AGM Information 2015
Jun 11, 2015
51315_rns_2015-06-11_770376d0-017f-4f76-a30a-f0568bb4e06c.pdf
AGM Information
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in China Asean Resources Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.
CHINA ASEAN RESOURCES LIMITED 神州東盟資源有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 8186)
(1) ANNUAL GENERAL MEETING FOR THE YEARS OF 2013, 2014 AND 2015; (2) PROPOSED RE-ELECTION OF DIRECTORS; (3) PROPOSED CHANGE OF COMPANY NAME; AND (4) NOTICES OF ANNUAL GENERAL MEETING FOR THE YEARS OF 2013, 2014 AND 2015
A notice convening the 2013 AGM, the 2014 AGM and the 2015 AGM of the Company to be held at Suites 903-905, 9th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Wednesday, 15 July 2015 at 5:00 p.m., 5:30 p.m. and 6:00 p.m., respectively or immediately after the AGM for the preceding year (as the case may be) is set out on pages 11 to 17 of this circular. A form of proxy for use at the AGMs is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk and the Company at http://www.chinaaseanresources.com.
Whether or not you are able to attend the AGMs, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the office of the Company at 36th Floor, Times Tower, 391-407 Jaffe Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGMs or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGMs or any adjournment thereof should you so wish and in such event, the instrument appointing a proxy shall be deemed revoked.
This circular will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for seven days from the date of its publication
12 June 2015
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENTS
| Page | |
|---|---|
| CHARACTERISTICS OF GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | i |
| DEFINITION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
| APPENDIX I — PARTICULARS OF DIRECTORS FOR RE-ELECTION. . . . . | 8 |
| NOTICE OF AGMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 11 |
— ii —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
- “2013 AGM”
the annual general meeting of the Company for the year of 2013 to be convened and held on Wednesday, 15 July 2015 at Suites 903-905, 9th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong or any adjournment thereof to consider and, if thought fit, approve the resolutions contained in the notice of the meeting which is set out on pages 11 to 12 of this circular
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“2014 AGM”
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the annual general meeting of the Company for the year of 2014 to be convened and held on Wednesday, 15 July 2015 at Suites 903-905, 9th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong or immediately after the 2013 AGM (whichever is earlier) or any adjournment thereof to consider and, if thought fit, approve the resolutions contained in the notice of the meeting which is set out on pages 13 to 14 of this circular
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“2015 AGM” the annual general meeting of the Company for the year of 2015 to be convened and held on Wednesday, 15 July 2015 at Suites 903-905, 9th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong or immediately after the 2014 AGM (whichever is earlier) or any adjournment thereof to consider and, if thought fit, approve the resolutions contained in the notice of the meeting which is set out on pages 15 to 17 of this circular
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“AGMs”
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collectively the 2013 AGM, 2014 AGM and 2015 AGM and where the content require, an “AGM” shall mean either one of them
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“Board”
the board of Directors from time to time
- “Bye-laws”
the bye-laws of the Company
- “Company”
China Asean Resources Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on GEM
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DEFINITIONS
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“Director(s)” the director(s) of the Company from time to time
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“GEM” Growth Enterprise Market of the Stock Exchange
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“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM
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“Group”
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the Company and its subsidiaries from time to time
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“Hong Kong”
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the Hong Kong Special Administrative Region of the PRC
-
“Latest Practicable Date” 10 June 2015, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
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“PRC” the People’s Republic of China
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“Proposed Change of Company Name”
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the proposal to change the English name of the Company from “China Asean Resources Limited” to “IR Resources Limited” and to adopt and register a new Chinese name “ 同 仁資源有限公司 ” as the secondary name of the Company to replace the existing Chinese name “ 神州東盟資源有限公司 ”
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“Registrar” the branch registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong
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“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
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“Share(s)” ordinary share(s) of HK$0.05 each in the share capital of the Company
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“Shareholder(s)” holder(s) of the Share(s) from time to time
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“Stock Exchange”
The Stock Exchange of Hong Kong Limited
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“HK$” Hong Kong dollars, the lawful currency of Hong Kong
-
“%”
-
per cent.
— 2 —
LETTER FROM THE BOARD
CHINA ASEAN RESOURCES LIMITED 神州東盟資源有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 8186)
Executive Directors: Ms. Yu Xiao Min (Chairlady) Ms. Xu Miaoxia Mr. Zeng Lingchen
Registered office:
Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda
Independent non-executive Directors:
Ms. Pang King Sze, Rufina Mr. Hong Bingxian Mr. Hung Kenneth
Head office and principal place of business in Hong Kong: 36th Floor, Time Tower 391-407 Jaffe Road Wanchai, Hong Kong
12 June 2015
To the Shareholders
Dear Sir or Madam,
(1) ANNUAL GENERAL MEETING FOR THE YEARS OF 2013, 2014 AND 2015; (2) PROPOSED RE-ELECTION OF DIRECTORS; (3) PROPOSED CHANGE OF COMPANY NAME; AND (4) NOTICES OF ANNUAL GENERAL MEETING FOR THE YEARS OF 2013, 2014 AND 2015
INTRODUCTION
The purpose of this circular is to inform you of the 2013 AGM, the 2014 AGM and the 2015 AGM which will be held at Suites 903-905, 9th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Wednesday, 15 July 2015 at 5:00 p.m., 5:30 p.m. and 6:00 p.m., respectively or immediately after the AGM for the preceding year (as the case may be) and provide you with information in relation to the resolutions to be proposed at the AGMs.
— 3 —
LETTER FROM THE BOARD
ANNUAL GENERAL MEETINGS FOR THE YEARS OF 2013, 2014 AND 2015
Pursuant to Bye-law 60 of the Bye-laws, the Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notice calling it; and the date between one annual general meeting of the Company and that of the next shall not elapse for more than fifteen months.
The last annual general meeting of the Company was held on 6 June 2012 and the Company had not convened any annual general meeting since the suspension of trading in the Shares on the Stock Exchange on 2 April 2013.
In view of the above, the Company has applied for and obtained the sanction from the Bermuda Registrar of Companies for the holding of the 2013 AGM and the 2014 AGM. Ordinary resolutions will be proposed to resolve, ratify and confirm that the 2013 AGM and the 2014 AGM are the respective annual general meetings of the Company for the years of 2013 and 2014.
CONSIDERING FINANCIAL STATEMENTS
As at the Latest Practicable Date, the Company has not published its audited financial statements for each of the years ended 31 December 2012, 2013, and 2014, respectively and despatched the corresponding annual reports. In the circumstance, ordinary resolutions will be proposed at the AGMs to adjourn the receipt, consideration and adoption of the audited financial statements, reports of the Directors and the independent auditors’ reports for the years ended 31 December 2012, 2013 and 2014, respectively until further notice.
RE-ELECTION OF DIRECTORS
According to Bye-law 99, at each annual general meeting of the Company, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office by rotation save any Director holding office as chairman or managing director of the Company. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day shall (unless they otherwise agree between themselves) be determined by lot. The retiring Directors shall be eligible for re-election. The Company at any general meeting at which any Directors retire may fill the vacated offices.
According to Bye-law 102(B), any Director appointed to fill a casual vacancy on the Board shall hold office until the annual general meeting of the Shareholders after his appointment and be subject to re-election at such meeting.
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LETTER FROM THE BOARD
In accordance with Bye-law 99, Mr. Zeng Lingchen (“ Mr. Zeng ”) shall retire from office at the 2015 AGM. Being eligible, Mr. Zeng will offer himself for re-election as an executive Director.
In accordance with Bye-law 102(B), Ms. Xu Miaoxia (“ Ms. Xu ”), Ms. Pang King Sze, Rufina (“ Ms. Pang ”), Mr. Hong Bingxian (“ Mr. Hong ”) and Mr. Hung Kenneth (“ Mr. Hung ”) shall retire from office at the 2015 AGM. Being eligible, each of Ms. Xu, Ms. Pang, Mr. Hong and Mr. Hung will offer himself/herself for re-election as an executive/ independent non-executive Director (as the case may be).
At the 2015 AGM, ordinary resolutions will be proposed to re-elect each of Ms. Xu, Mr. Zeng, Ms. Pang, Mr. Hong and Mr. Hung as an executive/independent non-executive Director (as the case may be).
Pursuant to Rule 17.46A of the GEM Listing Rules, the details of the retiring Directors who are proposed to be re-elected at the 2015 AGM are set out in Appendix I to this circular.
PROPOSED CHANGE OF COMPANY NAME
The Board proposed to change the English name of the Company from “China Asean Resources Limited” to “IR Resources Limited” and to adopt and register a new Chinese name “ 同仁資源有限公司 ” as the secondary name of the Company to replace the existing Chinese name “ 神州東盟資源有限公司 ”.
Conditions for the Proposed Change of Company Name
The Proposed Change of Company Name is subject to the following conditions:
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(i) the passing of a special resolution by the Shareholders to approve the Proposed Change of Company Name at the annual general meeting or extraordinary general meeting of the Company (as the case may be); and
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(ii) the approval of the Registrar of Companies in Bermuda for the Company’s use of the proposed new English and Chinese names.
Subject to the satisfaction of the above conditions, the Proposed Change of Company Name will take effect from the date of entry of the new English and Chinese names of the Company into the register of companies maintained by the Registrar of Companies in Bermuda in place of the existing names. The Company will then carry out all necessary filing procedures in the Hong Kong Special Administrative Region of the People’s Republic of China regarding the Proposed Change of Company Name accordingly.
— 5 —
LETTER FROM THE BOARD
REASONS FOR THE PROPOSED CHANGE OF COMPANY NAME
The Company has considered that the Proposed Change of Company Name will better reflect the positioning of the Group being engaged in diversified business development (in both businesses and geographical locations) and portray a new corporate image as a company of diversified businesses including but not limited to resources related businesses. The Proposed Change of Company Name is also part of its corporate strategies to lessen the geographical implication by the existing name of the Company and emphasize on the future development focus of the Group and is intended to provide the Company with a fresh corporate image and identity. The Directors believed that the Proposed Change of Company Name would provide a clearer identification and image for the Company which is in the interests of the Company and the Shareholders as a whole.
EFFECT OF THE PROPOSED CHANGE OF COMPANY NAME
The Proposed Change of Company Name will not, of itself, affect the rights of any Shareholder. All existing share certificates of the Company in issue bearing the existing name of the Company will, after the Proposed Change of Company Name having become effective, continue to be evidence of legal title to the Shares and valid for trading, settlement, registration and delivery purposes. Any new share certificates of the Company issued after the Proposed Change of Company Name having become effective will bear the Company’s new names. Accordingly, there will not be any arrangement for the free exchange of the existing share certificates for new certificates bearing the new English and Chinese names of the Company.
The Company will make further announcement(s) on the Proposed Change of Company Name and change of its stock short names once the Proposed Change of Company Name becomes effective.
THE AGMs
The notices of the 2013 AGM, the 2014 AGM and the 2015 AGM are set out on pages 11 to 17 of this circular.
A form of proxy for use at the AGMs is enclosed with this circular. Whether or not you are able to attend the AGMs, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the office of the Company at 36th Floor, Times Tower, 391-407 Jaffe Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGMs or any adjournment thereof. Completion and return of the
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LETTER FROM THE BOARD
form of proxy will not preclude you from attending and voting in person at the AGMs or any adjournment thereof should you so wish and in such event, the instrument appointing a proxy shall be deemed revoked.
All the resolutions proposed to be approved at the AGMs will be taken by poll and an announcement will be made by the Company after the AGMs on the results of the AGMs.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
RECOMMENDATION
The Directors consider the proposed resolutions at the AGMs are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGMs.
Shareholders are referred to the respective notices of the 2013 AGM, 2014 AGM and 2015 AGM set out at pages 11 to 17 of this circular for details of the resolutions.
GENERAL
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGMs.
Yours faithfully
For and on behalf of the Board of
China Asean Resources Limited
Yu Xiao Min
Chairlady of the Board
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PARTICULARS OF DIRECTORS FOR RE-ELECTION
APPENDIX I
Detail of the Directors who will retire from office at the 2015 AGM and being eligible, will offer themselves for re-election at the 2015 AGM, are set out below:
RE-ELECTION OF EXECUTIVE DIRECTORS
Ms. Xu Miaoxia (“Ms. Xu”)
Ms. Xu, aged 57, has more than 30 years of experience in sales and distribution, procurement, production and logistics in The People’s Republic of China (the “PRC”). Prior to joining the Group, Ms. Xu was the director of a manufacturing and logistics group in the PRC in charge of its procurement and logistics businesses. She also used to hold progressive positions from procurement, shop management, distribution to logistics in a large retail and logistics group listed in the PRC and she was a senior management before leaving the company. Ms. Xu holds a university diploma in Business Economics from Renmin University of China.
Ms. Xu has not entered into a service contract with the Company. Ms. Xu will receive a director fee which will be determined with reference to her duties and responsibilities with the Company, the financial situation of the Company and the prevailing market situation.
Save as disclosed above, Ms. Xu did not hold (i) any position with the Company and other members of the Group; and (ii) any other major appointments and directorship in any other public companies the securities of which are listed on any securities markets in Hong Kong or overseas in the past three years. Ms. Xu does not have any relationship with any other Directors, senior management of the Company, substantial Shareholders or controlling Shareholders. She does not have any interest in the Shares within the meaning of Part XV of the SFO.
Mr. Zeng Lingchen (“Mr. Zeng”)
Mr. Zeng, aged 35, is an executive Director. He has held management positions in two rubber plantation companies in the PRC and possesses substantial experience in plantation of rubber trees and sale of rubber products. Mr. Zeng holds a bachelor’s degree in environmental engineering from Satakunta Polytechnic, Finland.
On 6 October 2011, the Company entered into a letter of appointment with Mr. Zeng whereby Mr. Zeng receives a director fee of HK$15,000 per month which is determined with reference to his duties and responsibilities with the Company and the prevailing market situation.
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APPENDIX I
PARTICULARS OF DIRECTORS FOR RE-ELECTION
Save as disclosed above, Mr. Zeng did not hold (i) any position with the Company and other members of the Group; and (ii) any other major appointments and directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Mr. Zeng does not have any relationship with any other Directors, senior management of the Company, substantial Shareholders or controlling Shareholders. He does not have any interest in the Shares within the meaning of Part XV of the SFO.
RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
Ms. Pang King Sze, Rufina (“Ms. Pang”)
Ms. Pang, aged 40, has more than 15 years of experience in the areas of audit, financial management and internal control. She used to work with two renowned international accounting firms for a number of years and is currently the co-founder and a partner of a certified public accountants firm in Hong Kong. Ms. Pang is a member of the Hong Kong Institute of Certified Public Accountants and a member of the New Zealand Institute of Chartered Accountants. Ms. Pang holds a bachelor’s degree in business from the University of Auckland.
Ms. Pang has not entered into a service contract with the Company. Ms. Pang will receive a director fee which will be determined with reference to her duties and responsibilities with the Company, the financial situation of the Company and the prevailing market situation.
Save as disclosed above, Ms. Pang did not hold (i) any position with the Company and other members of the Group; and (ii) any other major appointments and directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Ms. Pang does not have any relationship with any other Directors, senior management of the Company, substantial Shareholders or controlling Shareholders. She does not have any interest in the Shares within the meaning of Part XV of the SFO.
Mr. Hong Bingxian (“Mr. Hong”)
Mr. Hong, aged 47, is the founder and managing director of a manufacturing group in the PRC. With about 20 years of experience in production and international trade, Mr. Hong has gained substantial knowledge in logistics management and production processes.
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PARTICULARS OF DIRECTORS FOR RE-ELECTION
APPENDIX I
On 8 October 2012, the Company entered into a letter of appointment with Mr. Hong, pursuant to which Mr. Hong shall hold office commencing from 8 October 2012 until the next annual general meeting of the Company and thereafter shall be subject to retirement by rotation and re-election at the Company’s annual general meeting in accordance with the bye-laws of the Company. The remuneration of Mr. Hong will be determined with reference to his duties and responsibilities with the Company and the prevailing market situation.
Save as disclosed above, Mr. Hong did not hold (i) any position with the Company and other members of the Group; and (ii) any other major appointments and directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Mr. Hong does not have any relationship with any other Directors, senior management of the Company, substantial Shareholders or controlling Shareholders. He does not have any interest in the Shares within the meaning of Part XV of the SFO.
Mr. Hung Kenneth (“Mr. Hung”)
Mr. Hung, aged 44, has extensive experience in the entertainment industry and has held senior management positions in a number of entertainment companies in Hong Kong and the PRC. Mr. Hung is presently an executive director of China Mobile Games and Cultural Investment Limited, a company whose shares are listed on the GEM (Stock Code: 8081), and an independent non-executive director of Oriental Unicorn Agricultural Group Limited (Stock Code: 8120) and DX.com Holding Limited (Stock Code: 8086), respectively, the shares of which shares are listed on the GEM. Mr. Hung holds a bachelor’s degree in science from Woodbury University.
Mr. Hung has not entered into a service contract with the Company. Mr. Hung will receive a Director’s fee which will be determined with reference to his duties and responsibilities with the Company, the financial situation of the Company and the prevailing market situation.
Save as disclosed above, Mr. Hung did not hold (i) any position with the Company and other members of the Group; and (ii) any other major appointments and directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Mr. Hung does not have any relationship with any other Directors, senior management of the Company, substantial Shareholders or controlling Shareholders. He does not have any interest in the Shares within the meaning of Part XV of the SFO.
There is no other information relating to Ms. Xu, Mr. Zeng, Ms. Pang, Mr. Hong and Mr. Hung that is required to be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules.
Save as disclosed herein, there is no other matters relating to Ms. Xu, Mr. Zeng, Ms. Pang, Mr. Hong and Mr. Hung that needs to be brought to the attention of the Shareholders.
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NOTICE OF 2013 AGM
CHINA ASEAN RESOURCES LIMITED 神州東盟資源有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 8186)
NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR OF 2013
NOTICE IS HEREBY GIVEN that an annual general meeting (the “ AGM ”) of China Asean Resources Limited (the “ Company ”) for the year of 2013 will be held at Suites 903905, 9th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Wednesday, 15 July 2015 at 5:00 p.m. or any adjournment thereof for the following purposes:
AS SPECIAL BUSINESS
To, as special business, consider and, if thought fit, pass the following resolutions as an ordinary resolution:
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To resolve, confirm, approve and ratify the AGM is the annual general meeting of the Company for the year of 2013;
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To adjourn the receipt, consideration and adoption of the audited financial statements, report of the directors and the independent auditors’ report of the Company for the year ended 31 December 2012 until further notice; and
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To re-appoint the auditors of the Company and to authorize the board of directors of the Company to fix their remuneration.
Yours faithfully
For and on behalf of the Board of
China Asean Resources Limited Yu Xiao Min
Chairlady of the Board
Hong Kong, 12 June 2015
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NOTICE OF 2013 AGM
Registered office: Head office and principal place of Canon’s Court business in Hong Kong: 22 Victoria Street 36th Floor, Times Tower Hamilton HM12 391-407 Jaffe Road Bermuda Wanchai, Hong Kong
Notes:
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Pursuant to the Listing Rules, all votes of members at general meetings must be taken by poll.
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A member entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the Bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the AGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
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In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company at 36th Floor, Times Tower, 391-407 Jaffe Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the AGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the AGM or any adjournment thereof, should he/she/it so wish.
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NOTICE OF 2014 AGM
CHINA ASEAN RESOURCES LIMITED 神州東盟資源有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 8186)
NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR OF 2014
NOTICE IS HEREBY GIVEN that an annual general meeting (the “ AGM ”) of China Asean Resources Limited (the “ Company ”) for the year of 2014 will be held at Suites 903905, 9th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Wednesday, 15 July 2015 at 5:30 p.m. or at a time immediately after the annual general meeting of the Company for the year of 2013 to be held on the same day and at the same place (as the case may be) or any adjournment thereof for the following purposes:
AS SPECIAL BUSINESS
To, as special business, consider and, if thought fit, pass the following resolutions as an ordinary resolution:
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To resolve, confirm, approve and ratify the AGM is the annual general meeting of the Company for the year of 2014;
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To adjourn the receipt, consideration and adoption of the audited financial statements, report of the directors and the independent auditors’ report of the Company for the year ended 31 December 2013 until further notice; and
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To re-appoint the auditors of the Company and to authorize the board of directors of the Company to fix their remuneration.
Yours faithfully
For and on behalf of the Board of China Asean Resources Limited Yu Xiao Min Chairlady of the Board
Hong Kong, 12 June 2015
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NOTICE OF 2014 AGM
Registered office: Head office and principal place of Canon’s Court business in Hong Kong: 22 Victoria Street 36th Floor, Times Tower Hamilton HM12 391-407 Jaffe Road Bermuda Wanchai, Hong Kong
Notes:
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Pursuant to the Listing Rules, all votes of members at general meetings must be taken by poll.
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A member entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the Bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the AGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
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In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company at 36th Floor, Times Tower, 391-407 Jaffe Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the AGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the AGM or any adjournment thereof, should he/she/it so wish.
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NOTICE OF 2015 AGM
CHINA ASEAN RESOURCES LIMITED 神州東盟資源有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 8186)
NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR OF 2015
NOTICE IS HEREBY GIVEN that an annual general meeting (the “ AGM ”) of China Asean Resources Limited (the “ Company ”) for the year of 2015 will be held at Suites 903905, 9th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Wednesday, 15 July 2015 at 6:00 p.m. or at a time immediately after the annual general meeting of the Company for the year of 2014 to be held on the same day and at the same place (as the case may be) or any adjournment thereof for the following purposes:
AS ORDINARY BUSINESS
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(a) To re-elect Ms. Xu Miaoxia as an executive director of the Company;
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(b) To re-elect Mr. Zeng Lingchen as an executive director of the Company;
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(c) to re-elect Ms. Pang King Sze, Rufina as an independent non-executive director of the Company;
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(d) to re-elect Mr. Hong Bingxian as an independent non-executive director of the Company;
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(e) to re-elect Mr. Hung Kenneth as an independent non-executive director of the Company; and
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(f) to authorise the board of director of the Company to fix the directors’ remuneration.
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To re-appoint the auditors of the Company and to authorize the board of directors of the Company to fix their remuneration.
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NOTICE OF 2015 AGM
AS SPECIAL BUSINESS
To, as special business, consider and, if thought fit, pass the following resolution as an ordinary resolution:
- To adjourn the receipt, consideration and adoption of the audited financial statements, report of the directors and the independent auditors’ report of the Company for the year ended 31 December 2014 until further notice.
AS SPECIAL RESOLUTION
To, as special business, consider and, if thought fit, pass the following resolution as a special resolution:
- “ THAT
subject to the entry of “IR Resources Limited” as the new English name and the entry of “ 同仁資源有限公司 ” as the new secondary name in Chinese of the Company in the register maintained by the Registrar of Companies in Bermuda and the issue of a certificate of incorporation on change of name and a certificate of secondary name by the Registrar of Companies in Bermuda, the English name of the Company be changed from “China Asean Resources Limited” to “IR Resources Limited” and the secondary name in Chinese of the Company from “ 神州東盟資源有 限公司 ” to “ 同仁資源有限公司” with effect from the date of registration as set out in the certificate of incorporation on change of name and the certificate of secondary name issued by the Registrar of Companies in Bermuda; and any one director of the Company be and is hereby authorised generally to do such acts and things and execute all documents (whether by hand, under seal or as a deed) or make such arrangements as he/she may consider necessary or expedient to effect the aforesaid change of name of the Company.”
Yours faithfully
For and on behalf of the Board of China Asean Resources Limited Yu Xiao Min Chairlady of the Board
Hong Kong, 12 June 2015
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NOTICE OF 2015 AGM
Registered office: Head office and principal place of Canon’s Court business in Hong Kong: 22 Victoria Street 36th Floor, Times Tower Hamilton HM12 391-407 Jaffe Road Bermuda Wanchai, Hong Kong
Notes:
-
Pursuant to the Listing Rules, all votes of members at general meetings must be taken by poll.
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A member entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the Bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the AGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
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In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company at 36th Floor, Times Tower, 391-407 Jaffe Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the AGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the AGM or any adjournment thereof, should he/she/it so wish.
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In relation to the proposed resolution no. 1 above, details of the retiring directors of the Company standing for re-election are set out in Appendix I to this circular.
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