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Almana Limited — Proxy Solicitation & Information Statement 2016
Sep 21, 2016
51315_rns_2016-09-21_77997dc9-1b7f-4a69-9195-dda0d6f4147f.pdf
Proxy Solicitation & Information Statement
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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.
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IR RESOURCES LIMITED 同仁資源有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 8186)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting of IR Resources Limited (the “ Company ”) will be held at Suites 903-905, 9th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Friday, 7 October 2016 at 1:30 p.m., for the purpose of considering and, if thought fit, passing the following resolution as a ordinary resolution. Capitalised terms defined in the circular dated 22 September 2016 issued by the Company shall have the same meanings used herein unless otherwise operated.
ORDINARY RESOLUTION
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(a) the Subscription Agreement and the Plantation Agreement (the “ Agreements ”) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
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(b) the Directors be and are hereby authorised to do all such acts and things and to sign and execute all such documents, instruments and agreements for and on behalf of the Company as they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the implementation of and giving effect to the Agreements and the transactions contemplated thereunder PROVIDED THAT such further documents or agreements will be of administrative nature and ancillary to the implementation of the Agreements.
On behalf of the Board
IR Resources Limited Yu Xiao Min Chairperson
Hong Kong, 22 September 2016
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Registered office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda
Head office and principal place of business in Hong Kong: 36th Floor, Times Tower 391-407 Jaffe Road Wanchai, Hong Kong
Notes:
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A member entitled to attend and vote at the meeting is entitled to appoint one or if he holds two or more shares, more than one proxy to attend and vote in his stead. A proxy need not be a member of the Company.
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In order to be valid, the form of proxy must be lodged to the office of the Company at 36th Floor, Times Tower, 391-407 Jaffe Road, Wanchai, Hong Kong, together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney, not less than 48 hours before the time for holding the meeting or adjourned meeting.
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Where there are joint holders of a share of the Company, any one of such holders may vote at the meeting, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such holders are present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding. Several executors or administrators of a deceased member in whose name any share stands shall for this purpose be deemed joint holders thereof.
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Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
As at the date of this notice, the board of Directors comprises three executive Directors, namely, Ms. Yu Xiao Min, Ms. Xu Miaoxia and Mr. Zeng Lingchen; and three independent non-executive Directors, namely, Mr. Hong Bingxian, Mr. Hung Kenneth and Ms. Pang King Sze, Rufina.
This notice, 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 notice 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 notice misleading.
This notice 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 and on the website of the Company at http://www.irresources.com.hk.
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