Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

G-Resources Group Limited Board/Management Information 2014

Aug 1, 2014

49648_rns_2014-07-31_104b52cd-2dab-4019-a24b-33d706b3d9ed.pdf

Board/Management Information

Open in viewer

Opens 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 announcement, 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 announcement.

PALADIN LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 495 and 642 (Preference Shares))

SUPPLEMENTAL ANNOUNCEMENT TO THE CIRCULAR TO SHAREHOLDERS DATED 22 MAY 2014

Reference is made to the circular and notice of special general meeting of Paladin Limited (the ‘‘Company’’) dated 21 May 2014 in relation to resolutions to be considered, and if thought fit, passed in the special general meeting of the Company to be held on 1 August 2014 (‘‘SGM’’) for, inter alia, the appointment of Mr. Yuen Chi Wah as an executive Director of the Company (the ‘‘Circular’’).

The Board would like to provide further information regarding certain executive Directors proposed to be appointed in the SGM which has come to its attention following the issuance of the Circular.

INFORMATION RELATING TO DIRECTORS PROPOSED TO BE APPOINTED

Mr. Yuen Chi Wah, one of the Directors proposed to be appointed in the SGM, had been adjudicated bankrupt by the Official Receiver’s Office of Hong Kong on 3 April 2007. The Order for Discharge in connection with his bankruptcy was issued on 3 April 2011 and the Order for Release of Trustee was issued on 25 June 2014.

The executive Directors of the Company are of the view that the said bankruptcy of Mr. Yuen Chi Wah calls into question whether he is fit and proper to be appointed as an executive Director to manage the affairs and operations of the Company.

Further, it has come to the attention of the Company that during the period from 2003 to 2014 when Mr. Chan Chi Ho, another Director proposed to be appointed in the SGM, was the company secretary of the Company, certain filings of the Company legally required to have been made appear not to have been made and certain corporate records of the Company appear not to have been properly kept.

The executive Directors of the Company are of the view that the apparent said failure of Mr. Chan Chi Ho to fulfill his duties as the company secretary of the Company during his tenure may call into question whether he is fit and proper to be appointed as an executive Director to manage the affairs and operations of the Company.

The Board of the Company is of the view that the above constitutes information which is material to the resolutions to be considered at the SGM.

– 1 –

Failure of the Company to provide the above information to its shareholders less than 10 business days before the date of the SGM for the shareholders to consider the proposed appointment of the relevant Directors may constitute a possible breach of Rule 13.73 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Subject to the bye-laws of the Company and Bermuda law, the Company proposes to adjourn the SGM and consider the matters as stated in the notice of SGM (including the proposed appointment of Directors) to be convened on a later date. Notice of the adjourned SGM will be sent out after the SGM.

From the time the SGM is adjourned until the conclusion of the adjourned SGM, the Company shall not, without the approval of the shareholders of the Company in general meeting, do or agree to do any of the following:

  • (a) issue any shares;

  • (b) create, issue or grant, or permit the creation, issue or grant of, any convertible securities, options or warrants in respect of the shares of the Company;

  • (c) sell, dispose of or acquire assets of a material amount;

  • (d) enter into contracts, including service contracts otherwise than in the ordinary course of business; or

  • (e) cause the Company or any of its subsidiaries to purchase or redeem any shares in the Company or provide financial assistance for any such purchases.

DISPUTED BOARD COMPOSITION AND OBJECTIONS TO THE MAKING OF THIS ANNOUNCEMENT

Shareholders are advised that it is disputed by Mr. Oung Shih Hua, James, Mr. Kwok Wai Chi and Mr. Huang Weizong Martin (an ex-director of the Company) that Ms. Lam Chi Wai Tammy, Ms. Song Fang Zhou, Mr. Wong Chong Wei Runun and Ms. Ng Hei Pak are directors of the Company.

Mr. Oung Shih Hua, James, Mr. Kwok Wai Chi and Mr. Huang Weizong Martin maintain that Mr. Huang Weizong Martin is an independent non-executive director. That is disputed by Mr. Law Fong, Mr. Chen Te Kuang Mike and Mr. Zhu Pei Qing.

Mr. Oung Shih Hua, James (a non-executive director of the Company) and Mr. Kwok Wai Chi (an independent non-executive director of the Company) have stated that they object to the publication of this announcement.

– 2 –

Shareholders are advised to exercise caution when dealing in the Shares of the Company.

For and on behalf of Paladin Limited Law Fong Chen Te Kuang Mike Chairman & Chief Executive Officer & Executive Director Executive Director

Hong Kong, 1 August 2014

As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. Law Fong (Chairman) and Mr. Chen Te Kuang Mike (Chief Executive Officer); two non-executive Directors, namely Mr. Oung Shih Hua, James, and Ms. Lam Chi Wai Tammy; and five independent non-executive Directors, namely Mr. Zhu Pei Qing (Mr. Chen Te Kuang Mike is an alternate Director to Mr. Zhu Pei Qing), Mr. Kwok Wai Chi, Ms. Song Fang Zhou, Mr. Wong Chong Wei Runrun and Ms. Ng Hei Pak.

– 3 –