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Hephaestus Holdings Limited Proxy Solicitation & Information Statement 2014
51310_rns_2014-06-22_148e26de-a9dd-49f4-bed4-221187ced25a.pdf
Proxy Solicitation & Information Statement
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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 a stockbroker or a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Pan Asia Mining Limited (the "Company"), you should at once hand this circular with the enclosed form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution in securities 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.
PAN ASIA MINING LIMITED
寰亞礦業有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING
This circular, 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 the Growth Enterprise Market ("GEM") of The Stock Exchange of Hong Kong Limited 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 in this circular misleading.
This circular will remain on the GEM website with the domain name of www.hkgem.com on the "Latest Company Announcements" page for at least 7 days from the date of its posting.
20 June 2014
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 and no assurance is given that there will be a liquid market in the securities traded on GEM.
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TABLE OF CONTENTS
Page
Definitions 1
Letter from the Board 3
Appendix I — Biographical details of the Directors proposed for re-election and election 7
Appendix II — Explanatory statement for the Repurchase Mandate 9
Notice of AGM 12
— ii —
DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context requires otherwise:
"AGM"
2014 annual general meeting of the Company to be held at Units 3404-6, 34/F., AIA Tower, 183 Electric Road, North Point, Hong Kong on 23 July 2014 at 11:00 a.m. or any adjournment thereof
"Annual Report"
the annual report of the Company for the financial year as at 31 March 2014
"Articles of Association"
the articles of association of the Company
"associate"
shall have the meaning as defined in the GEM Listing Rules
"Board"
board of Directors
"Company"
Pan Asia Mining Limited, a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Stock Exchange
"Director(s)"
director(s) of the Company
"Extension Mandate"
a general and unconditional mandate to be granted to the Directors as set out in resolution No. 4C of the Notice to allot, issue and otherwise deal with the Shares with an aggregate amount not exceeding the aggregate nominal amount of the Shares purchased pursuant to the Repurchase Mandate
"GEM"
Growth Enterprise Market on the Stock Exchange
"GEM Listing Rules"
Rules Governing the Listing of Securities on GEM of the Stock Exchange
"Group"
the Company and its subsidiaries
"Hong Kong"
the Hong Kong Special Administrative Region of the Republic of China
"HK$"
Hong Kong dollar(s), the lawful currency of Hong Kong
"Issue Mandate"
a general and unconditional mandate to be granted to the Directors as set out in resolution no. 4A of the Notice to allot, issue, and deal with Shares up to a maximum of 20% of the issued share capital of the Company as at the date of passing of the relevant resolution
"Latest Practicable Date"
18 June 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
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DEFINITIONS
| “Listing Committee” | has the meaning ascribed to it under the GEM Listing Rules |
|---|---|
| “Notice” | the notice convening the AGM as set out on pages 12 to 16 of this circular |
| “Repurchase Mandate” | a general and unconditional mandate to be granted to the Directors as set out in resolution no. 4B of the Notice to exercise all powers of the Company to repurchase on the Stock Exchange, or any other stock exchange on which the Shares of the Company may be listed, Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution |
| “SFO” | Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Share(s)” | ordinary share(s), with voting rights, of HK$0.5 each in the capital of the Company |
| “Shareholder(s)” | holder(s) of the Shares |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Subsidiary” | a subsidiary within the meaning of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) |
| “Takeovers Code” | Code on Takeovers and Mergers issued by the Hong Kong Securities and Futures Commission |
| “%” | per cent |
This circular has been prepared in both English and Chinese. In the case of any discrepancy, the English text shall prevail.
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LETTER FROM THE BOARD
PAN ASIA MINING LIMITED 寰亞礦業有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)
Executive Directors:
Mr. Michael Koh Tat Lee (Chairman)
Mr. Cheung Hung Man
Mr. Eng Wee Meng
Non-executive Directors:
Mr. Yin Mark Teh-min
Mr. Liang Tong Wei
Independent Non-executive Directors:
Mr. Lai Kai Jin, Michael
Mr. Chu Hung Lin, Victor
Mr. Tong Wan Sze
Registered office:
P.O. Box 309,
Ugland House
South Church Street
George Town
Grand Cayman
Cayman Islands
British West Indies
Head office and principal place of business in Hong Kong:
Units 3404-6, 34/F.,
AIA Tower,
183 Electric Road,
North Point,
Hong Kong
20 June 2014
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide Shareholders with details regarding the proposed grant of general mandate to allot, issue and deal with Shares and to repurchase Shares and the proposed re-election of Directors to be dealt with at the AGM.
LETTER FROM THE BOARD
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
The mandates to issue and repurchase Shares granted at the annual general meeting of the Company held on 25 July 2013 will lapse at the conclusion of the AGM. In this regard, ordinary resolutions nos. 4A, 4B and 4C set out in the Notice will be proposed at the AGM. With reference to the Repurchase Mandate, the Directors wish to state that they have no present intention to repurchase any Shares.
At the AGM, ordinary resolutions will be proposed to grant the general mandates (Issue Mandate, the Repurchase Mandate and the Extension Mandate collectively, the "Mandates") to the Directors (i) to allot, issue and otherwise deal with Shares not exceeding 188,579,816 Shares, representing 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the resolution no. 4A as set out in the Notice (assuming no further Shares issued or repurchased from the Latest Practicable Date to the date of AGM); (ii) to repurchase Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution no. 4B as set out in the Notice; and (iii) to extend the general mandate granted pursuant to resolution no. 4A as set out in the Notice, to allot, issue and otherwise deal with the Shares with an aggregate nominal amount not exceeding the aggregate nominal amount of the share capital of the Company purchased pursuant to the Repurchase Mandate (as more particularly described in the resolution no. 4C in the Notice), during the period from the date of passing of the relevant resolutions up to (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (c) the revocation, variation or renewal of the Mandates by ordinary resolution of the Shareholders in a general meeting, whichever occurs first.
EXPLANATORY STATEMENT
An explanatory statement containing all relevant information relating to the Repurchase Mandate is set out in Appendix II to this circular. The information in the explanatory statement is to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate at the AGM.
RE-ELECTION OF DIRECTORS
The Board currently consists of eight Directors, namely Mr. Michael Koh Tat Lee, Mr. Eng Wee Meng and Mr. Cheung Hung Man, being the executive Directors, Mr. Yin Mark Teh-min and Mr. Liang Tong Wei being the non-executive Directors, and Mr. Lai Kai Jin, Michael, Mr. Chu Hung Lin, Victor and Mr. Tong Wan Sze, being the independent non-executive Directors.
Pursuant to Article 116 of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being shall retire from office by rotation, Mr. Yin Mark Teh-min, Mr. Liang Tong Wei and Mr. Tong Wan Sze shall retire by rotation at the AGM and being eligible, to offer themselves for re-election at the AGM. Mr. Yin Mark Teh-min ("Mr. Yin") has
LETTER FROM THE BOARD
confirmed that he will not offer himself for re-election at the AGM to pursue his other business interests. Mr. Yin has confirmed that he has no disagreement with the Board and there is no matter relating to his retirement that will need to be brought to the attention of the Shareholders.
Brief biographical details of the Directors proposed for re-election are set out in Appendix I to this circular. Under ordinary resolution no. 2 set out in the Notice, the re-election of retiring Directors will be individually voted on by Shareholders.
ANNUAL GENERAL MEETING
The AGM shall be held at Units 3404-6, 34/F., AIA Tower, 183 Electric Road, North Point, Hong Kong on Wednesday, 23 July 2014 at 11:00 a.m. for the purpose of considering and if thought fit, approving the resolutions to, among others, adopt the proposals for re-election of Directors, approving the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate as set out in the Notice.
According to rule 17.47(4) of the GEM Listing Rules, all resolutions at general meeting must be taken by poll. The chairman of the AGM will demand that a poll be taken in respect of each of the resolutions to be proposed at the AGM for the approval of the ordinary business of an annual general meeting, the re-election of Directors, the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder will be required to abstain from voting on any resolutions to be approved at the AGM.
GENERAL INFORMATION
The Notice is set out on page 12 to 16 of this circular.
A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to be present at the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company's share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting (as the case may be). Completion and deposit of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting (as the case may be) should you so wish.
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.
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LETTER FROM THE BOARD
RECOMMENDATION
The Board considers that (i) the resolution relating to the Issue Mandate; (ii) the resolution relating to the Repurchase Mandate; (iii) the resolution relating to the extension of the Issue Mandate; and (iv) the resolution relating to the re-elections of Directors to be put forward at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board therefore recommends all Shareholders to vote in favour of all resolutions to be proposed at the AGM.
By Order of the Board
Pan Asia Mining Limited
Michael Koh Tat Lee
Chairman
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APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
The biographical details of the Directors proposed for re-election at the AGM are set out as follow:
- MR. LIANG TONG WEI — NON-EXECUTIVE DIRECTOR
Mr. Liang Tong Wei (“Mr. Liang”), aged 47, is a non-executive Director of the Company since 30 November 2011. He holds a bachelor degree of Industrial and Business Administration and Management from Foshan Radio and Television University (佛山市廣播電視大學) in the People’s Republic of China (“PRC”). Mr. Liang possesses about 27 years of experiences in the business administration and management. He has worked at Foshan Qicha Pigments Factory (佛山市奇槎色料廠) and Foshan Hongtao Ceramics Group Company Limited (佛山市宏陶陶瓷集團有限公司) in the PRC and was promoted to sales general manager before he left Foshan Hongtao Ceramics Group Company Limited (佛山市宏陶陶瓷集團有限公司). Mr. Liang has been the chairman and general manager of Foshan Sanshui Hongyuan Ceramics Enterprise Co., Ltd. (佛山市三水宏源陶瓷企業有限公司) since 2004.
Mr. Liang has entered into a service agreement with the Company on 30 March 2012 for an initial term of one year which is renewable for successive terms of one year each unless terminated and his appointment is subject to retirement by rotation and re-election at the subsequent annual general meetings of the Company in accordance with the Articles of Association. Mr. Liang was entitled to a salary of HK$120,000 per annum for the year ending 31 March 2014, and not be entitled to any bonus payment. His emoluments were determined by the Board which was fixed with reference to his duties and responsibilities with the Company as well as the Company’s renumeration policy.
As at the Latest Practicable Date, Mr. Liang is a substantial shareholder holding 100,000,000 shares of the Company, representing approximately 10.61% of the existing issued share capital.
Save as disclosed above, Mr. Liang has not held any other major appointment and professional qualifications and does not hold any directorships in other listed company in the last three years, nor does he have any relationship with any Director, senior management, substantial or controlling shareholders of the Company. Other than the directorship in the Company, Mr. Liang does not hold other positions with the Company or other members of the Group. Mr. Liang also does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there is no other matters relating to the appointment of Mr. Liang that need to be brought to the attention of the shareholders of the Company.
APPENDIX I
BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AND ELECTION
2. MR. TONG WAN SZE — INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Tong Wan Sze (“Mr. Tong”), aged 46, is an independent non-executive Director and the chairman of the audit committee of the Company since 29 December 2010. Mr. Tong has over 21 years experience in overseeing financial management, merger and acquisition, investor relations and company secretarial matters. Before joining the Company, Mr. Tong has taken up the position as the Chief Financial Officer and Company Secretary of Solargiga Energy Holdings Limited, a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). Previously Mr. Tong was the Financial Controller of two companies listed on the Main Board of the Stock Exchange and was an auditor at Deloitte Touche Tohmastsu. He is a Fellow of the Association of Chartered Certified Accountants, an Associate of the Hong Kong Institute of Certified Public Accountants and a Certified Tax Advisor in Hong Kong. Mr. Tong has obtained a Master degree in Business Administration from the University of Strathclyde in the United Kingdom.
Mr. Tong has entered into a service agreement with the Company for an initial term of one year which is renewable for a term of one year. Mr. Tong will hold office until the next annual general meeting of the Company and is thereafter subject to retirement by rotation and re-election in accordance with the Article of Association of the Company. Mr. Tong was entitled to a salary of HK$120,000 per annum for the year ending 31 March 2014 with reference to his duties and responsibilities and the prevailing market conditions. Mr. Tong will not be entitled to any bonus payment.
Mr. Tong is not interested in the share capital of the Company as at the Latest Practicable Date within the meaning of Part XV of the SFO.
Save as disclosed above, (a) Mr. Tong has not previously held any position with the Company or any of its subsidiaries and has not been a director in the past three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas, and he has no other major appointments and professional qualifications; (b) Mr. Tong is not connected with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company; (c) there is no information relating to Mr. Tong that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules; and (d) there is no other matter in relation to Mr. Tong’s re-election that needs to be brought to the attention of the Shareholders.
APPENDIX II
EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
This is an explanatory statement given to all Shareholders relating to the resolution no. 4B as set out in the Notice to be proposed at the AGM granting the Repurchase Mandate.
This explanatory statement contains all the information required by the GEM Listing Rules which is set out as follows:
- EXERCISE OF THE REPURCHASE MANDATE
As at the Latest Practicable Date, the issued and fully-paid share capital of the Company comprised 942,899,080 Shares.
Subject to the passing of resolution no. 4B as set out in the Notice and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 94,289,908 Shares (which amounts to 10% of the issued and fully paid share capital of the Company as at the Latest Practicable Date) during the period from the date of passing of resolution no. 4B as set out in the Notice up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in a general meeting of the Company, whichever occurs first.
- REASONS FOR REPURCHASES
Although the Directors have no present intention of repurchasing any Shares, the Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.
- FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum and Articles of Association, and the applicable laws and regulations of the Cayman Islands. The Company may not purchase securities on the GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
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APPENDIX II
EXPLANATORY STATEMENT
FOR THE REPURCHASE MANDATE
4. IMPACT ON WORKING CAPITAL OR GEARING POSITION
The Directors consider that there might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Annual Report) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
5. PRICE OF THE SHARES
The highest and lowest prices at which the Shares were traded on the GEM during each of the previous twelve months before the Latest Practicable Date were as follows:
| Shares | ||
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| June 2013 | 0.510 | 0.460 |
| July 2013 | 0.570 | 0.490 |
| August 2013 | 0.510 | 0.400 |
| September 2013 | 0.530 | 0.380 |
| October 2013 | 0.510 | 0.410 |
| November 2013 | 0.430 | 0.320 |
| December 2013 | 0.425 | 0.360 |
| January 2014 | 0.375 | 0.305 |
| February 2014 | 0.460 | 0.300 |
| March 2014 | 0.540 | 0.395 |
| April 2014 | 0.500 | 0.380 |
| May 2014 | 0.530 | 0.450 |
| From 1 June 2014 to the Latest Practicable Date | 0.465 | 0.360 |
6. UNDERTAKING
The Directors have undertaken to the Stock Exchange that, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules, the Memorandum and Articles of Association of the Company and the applicable laws and regulations of the Cayman Islands.
APPENDIX II
EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the GEM Listing Rules), has any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders. As at the Latest Practicable Date, no connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell his/her/its Shares to the Company, nor has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
7. EFFECT OF THE TAKEOVERS CODE
If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of a share repurchase, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the single largest Shareholder, Ms. Eva Wong, beneficially held 272,829,600 Shares, representing approximately 28.94% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase its Shares which is proposed to be granted pursuant to the Repurchase Mandate, the shareholding of Ms. Eva Wong in the Company would be increased to approximately 32.15% of the issued share capital of the Company. Such increase would technically render Ms. Eva Wong an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. For this reason, if the Repurchase Mandate is exercised, the Directors will exercise to the extent that is considered in the best interests of the Company. However, the Directors have no present intention to exercise the Repurchase Mandate to such an extent as would result in takeover obligations or would have a material impact on the Group, as at the Latest Practicable Date. Save as mentioned, the Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any purchase to be made under the Repurchase Mandate.
8. SHARE PURCHASE MADE BY THE COMPANY
No purchases of Shares have been made by the Company in the previous six months preceding the Latest Practicable Date, whether on the Stock Exchange or otherwise.
NOTICE OF ANNUAL GENERAL MEETING
PAN ASIA MINING LIMITED 宴亞礦業有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)
NOTICE IS HEREBY GIVEN that the annual general meeting of the shareholders of Pan Asia Mining Limited (the "Company") will be held at Units 3404-6, 34/F., AIA Tower, 183 Electric Road, North Point, Hong Kong on 23 July 2014 at 11:00 a.m. (the "AGM") for the following purposes:
- To receive and adopt the audited financial statements and the reports of the directors (the "Directors") and auditors of the Company for the year ended 31 March 2014.
- (a) To re-elect the retiring Directors, Mr. Liang Tong Wei and Mr. Tong Wan Sze, the biographical details of the Directors proposed to be re-elected at the AGM are set out in the circular of the Company dated 20 June 2014.
(b) To authorize the board of directors of the Company (the "Board") to fix the Directors' remuneration. - To re-appoint auditors of the Company and to authorise the Board to fix their remuneration.
- As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
ORDINARY RESOLUTIONS
A. "THAT:
(a) subject to paragraph (c) of this resolution and pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market ("GEM") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the directors of the Company (the "Directors") during the Relevant Period (as defined in paragraph (d) of this resolution) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the "Shares") and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the approval in paragraph (a) of this resolution and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal value of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) and issued or dealt with by the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) of this resolution), (ii) the exercise of the right of subscription or conversion attaching to any warrants issued by the Company or any securities which are convertible into Shares, (iii) the exercise of any options under the Share Option Scheme of the Company or any other option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of options to subscribe for, or rights to acquire Shares or, (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of the cash payment for any dividend on Shares pursuant to the articles of association of the Company in force from time to time, shall not in aggregate exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution and the approval in paragraph (a) of this resolution shall be limited accordingly; and
(d) the purpose of this resolution:
"Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and
(iii) the date on which the authority given under this resolution is revoked, varied or renewed by an ordinary resolution of the shareholders of the Company in a general meeting.
"Rights Issue" means the allotment, issue or grant of Shares pursuant to an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Company or the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange applicable to the Company).
NOTICE OF ANNUAL GENERAL MEETING
B. "THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) of this resolution) of all the powers of the Company to repurchase the Shares on the GEM or any other stock exchange on which the Shares may be listed and which is recognised by the Securities and Futures Commission of Hong Kong (the "Securities and Futures Commission") and the Stock Exchange for such purpose, in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange or of any such other stock exchange from time to time and all applicable laws in this regard, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 94,289,908 Shares, being 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution, and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purpose of this resolution:
"Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and
(iii) the date on which the authority given under this resolution is revoked, varied, or renewed by an ordinary resolution of the shareholders of the Company in a general meeting."
C. "THAT subject to the passing of the ordinary resolutions Nos. 4A and 4B as set in the notice convening this meeting, the unconditional general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares and to make or grant offers, agreements and option pursuant to resolution No. 4A as set in the notice convening this meeting be and is hereby extended by the addition thereto of an
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NOTICE OF ANNUAL GENERAL MEETING
amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution No. 4B as set in the notice convening this meeting, provided that such amount shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”
By Order of the Board
Pan Asia Mining Limited
Michael Koh Tat Lee
Chairman
Hong Kong, 20 June 2014
Principal place of business in Hong Kong:
Units 3404-6, 34/F.,
AIA Tower,
183 Electric Road,
North Point,
Hong Kong
Notes:
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Any member of the Company entitled to attend and vote at the AGM shall be entitled to appoint a person or persons (if he holds two or more Shares) as his proxy or proxies to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the AGM. A proxy need not be a member of the Company.
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To be valid, a form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be delivered to the Company’s share registrar in Hong Kong, Tengis Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting, and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.
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An explanatory statement containing further details regarding ordinary resolution No. 4B above as required by the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited has been dispatched to members of the Company together with the circular of the Company attaching this notice of AGM.
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Completion and deposit of the form of proxy shall not preclude a shareholder from attending and voting in person at the AGM if the shareholder so desires and in such event the form of proxy shall be deemed to be revoked.
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NOTICE OF ANNUAL GENERAL MEETING
As at the date of this notice, the Board comprises three executive Directors, Mr. Michael Koh Tat Lee, Mr. Eng Wee Meng and Mr. Cheung Hung Man; two non-executive Directors, Mr. Yin Mark Teh-min and Mr. Liang Tong Wei; and three independent non-executive Directors, Mr. Lai Kai Jin, Michael, Mr. Chu Hung Lin, Victor and Mr. Tong Wan Sze.
This notice, for which the directors of the Company (the "Directors") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquires, 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 page of "Latest Company Announcement" on the GEM website for at least 7 days from the date of its posting.
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