AI assistant
Almana Limited — AGM Information 2021
Jan 19, 2021
51315_rns_2021-01-19_a28b7dec-02da-477e-bd55-3d1854654333.pdf
AGM Information
Open in viewerOpens in your device viewer
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
==> picture [158 x 110] intentionally omitted <==
(Incorporated in Bermuda with limited liability)
(Stock Code: 8186)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (“SGM”) of IR Resources Limited (the “Company”) will be held at Suites 2701–08, 27th Floor, Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong at 4:00 p.m. on Thursday, 4 February 2021, for the purpose of considering and, if thought fit, passing the following ordinary resolution (with or without modification):
Capitalised terms used in this notice shall have the same meaning as those defined in the circular of the Company dated 19 January 2021 to the Shareholders unless otherwise specified.
ORDINARY RESOLUTION
“ THAT subject to and conditional upon the granting of approval by the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) of the listing of, and permission to deal in, the issued shares of the Company consolidated in the manner as set out below (the “Share Consolidation”):
With effect from the second business day immediately following the date on which this resolution is passed or the above condition is fulfilled (whichever is later):
- (i) every eight (8) issued and unissued ordinary shares of par value of HK$0.01 each in the share capital of the Company be consolidated into one (1) consolidated share of par value of HK$0.08 each (each a “Consolidated Share”), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in the articles of association of the Company; and
– 1 –
-
(ii) all fractional Consolidated Shares will be disregarded and not issued to the shareholders of the Company but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit for the Company; and
-
(iii) the board of directors of the Company be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as it considers necessary, desirable or expedient to give effect to the foregoing arrangement for the Share Consolidation.”
For and on behalf of the Board IR Resources Limited He Xuemei Chairperson
Hong Kong, 19 January 2021
Registered office: Head office and principal place of Victoria Place, 5th Floor business in Hong Kong: 31 Victoria Street Room 903, Tower A Hamilton HM10 New Mandarin Plaza Bermuda 14 Science Museum Road Tsim Sha Tsui East Hong Kong
Notes:
-
(1) A member of the Company entitled to attend and vote at the SGM is entitled to appoint one proxy or, if he/she/it is a holder of more than one Share, more proxies to attend and vote instead of him/her/it. A proxy needs not be a member of the Company.
-
(2) Where there are joint holders of any Share, any one of such joint holders may vote at the SGM, either personally or by proxy, in respect of such Share as if he/she/it was solely entitled thereto, but if more than one of such joint holders are present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.
-
(3) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be lodged with the principal place of business of the Company at Room 903, Tower A, New Mandarin Plaza, 14 Science Museum Road, Tsim Sha Tsui East, Hong Kong and/or the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Ltd. at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not less than 48 hours (exclusive of any part of a day that is a public holiday) before the time appointed for holding the SGM.
-
(4) Completion and return of the form of proxy will not preclude a member of the Company from attending the SGM and voting in person at the SGM or any adjournment thereof if he/she/it so desires. If a member of the Company attends the SGM after having deposited the form of proxy, his/her/its form of proxy will be deemed revoked.
– 2 –
- (5) For determining the entitlement of the Shareholders to attend and vote at the SGM, the register of members of the Company will be closed from Friday, 29 January 2021 to Thursday, 4 February 2021 (both dates inclusive) during which period no transfer of the Shares will be registered. In order to qualify for entitlement to attend and vote at the SGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Ltd., Room 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Thursday, 28 January 2021.
As at the date of this notice, the Board comprises Ms. He Xuemei (Chairperson) as executive director, Ms. He Lamei as non-executive director, and Ms. Pang King Sze, Rufina, Mr. Hong Bingxian and Mr. Huang Zhe as independent non-executive directors.
This notice, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this notice is accurate and complete in all material aspects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this notice misleading.
This notice will remain on the “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for seven days from the date of its publication and on the website of the Company at http://www.irresources.com.hk.
– 3 –