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JX Energy Ltd. — AGM Information 2017
Apr 27, 2017
50836_rns_2017-04-27_8d6196d2-7dcd-4075-97a4-f823b7fca2ba.pdf
AGM Information
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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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PERSTA RESOURCES INC.
(a corporation incorporated under the Business Corporations Act of
the Province of Alberta, Canada with limited liability)
(HK stock code: 3395)
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AT 9:00 A.M. ON JUNE 9, 2017 (HONG KONG TIME)
NOTICE IS HEREBY GIVEN that the annual general and special meeting (the ‘‘Meeting’’) of the holders (the ‘‘Shareholders’’) of common shares (the ‘‘Shares’’) in the capital of Persta Resources Inc. (‘‘Persta’’ or the ‘‘Corporation’’) will be held at 24/F, Admiralty Centre 1, 18 Harcourt Road, Hong Kong on June 9, 2017 at 9:00 a.m. (Hong Kong time), for the following purposes:
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to receive and consider the audited financial statements of the Corporation as at and for the financial year ended December 31, 2016, the report of the board of directors of the Corporation (the ‘‘Board’’) and the report of the auditor thereon;
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to fix the number of directors of the Corporation to be elected for the ensuing year at five;
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to elect or re-elect, as the case may be, each as a separate resolution, the following directors of the Corporation for the ensuing year:
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(a) Mr. Le Bo as an executive director of the Corporation;
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(b) Mr. Yuan Jing as a non-executive director of the Corporation;
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(c) Mr. Richard Dale Orman as an independent non-executive director of the Corporation;
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(d) Mr. Bryan Daniel Pinney as an independent non-executive director of the Corporation; and
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(e) Mr. Peter David Robertson as an independent non-executive director of the Corporation;
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to re-appoint KPMG LLP, Chartered Professional Accountants, as auditors for the ensuing year and to authorize the directors of the Corporation to fix their remuneration;
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to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution granting the Board a general and unconditional mandate to allot, issue and otherwise deal with the Shares allotted or agreed to be allotted not exceeding twenty percent (20%) of the aggregate issued and outstanding share capital of the Corporation as at the date of passing of this resolution, the Issuing Mandate, as more particularly described in the accompanying Circular;
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to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution granting the Board a general and unconditional mandate to exercise all the power of the Corporation to repurchase the Shares not exceeding ten percent (10%) of the aggregate issued and outstanding share capital of the Corporation as at the date of passing of this resolution, the Share Repurchase Mandate, as more particularly described in the accompanying Circular;
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to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution granting the Board a general and unconditional mandate to extend the Issuing Mandate by the aggregate number of the Shares repurchased by the Corporation pursuant to the exercise of the Share Repurchase Mandate, provided that such extended amount shall not exceed 10% of the aggregate issued and outstanding share capital of the Corporation as at the date of passing of this resolution, as more particularly described in the accompanying Circular; and
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to transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.
Time and Venue of the Meeting
The Meeting will be held at 24/F, Admiralty Centre 1, 18 Harcourt Road, Hong Kong on June 9, 2017 (Hong Kong time) at 9:00 a.m., Hong Kong.
Registered Shareholders
If you hold Shares in your own name, you are a registered shareholder of the Corporation (‘‘Registered Shareholder’’). As a Registered Shareholder, if you are unable to attend the Meeting in person and wish to ensure that your Shares are voted at the Meeting, you must complete, date and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular. Such form of proxy is also published on the HKExnews’ website of the Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Corporation at www.persta.ca.
Beneficial Shareholders
If your Shares are held in an account with a brokerage firm or an intermediary (i.e. a broker, investment firm, clearing house or a similar entity), you are a beneficial shareholder of the Corporation (‘‘Beneficial Shareholder’’). Beneficial Shareholders should follow the instructions set out in the voting instructions form or other form of proxy provided by your intermediaries to ensure that your Shares will be voted at the Meeting.
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Record Date
All Registered Shareholders as at 4:30 p.m. on April 24, 2017 (Hong Kong time) and 2:30 a.m. on April 24, 2017 (Calgary time), as the case may be (the ‘‘Record Date’’), may vote in person at the Meeting or any adjournments thereof, or they (including a Beneficial Shareholder) may appoint another person (who need not be a Shareholder) as their proxy to attend and vote in their place.
Delivery of Proxy
Shareholders who receive this Circular and other accompanying Meeting materials from the Corporation’s branch share registrar in Hong Kong, being Computershare Hong Kong Investor Services Limited, and who are unable to be present at the Meeting are requested to date and sign the enclosed form of proxy and return it to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, in the enclosed envelope provided for that purpose, so that it is received during regular business hours (Hong Kong time) no later than 48 hours, excluding Saturdays, Sundays and public holidays in Hong Kong, prior to the time for the holding of the Meeting, or any adjournment thereof. If a Shareholder acquired its Shares on or after March 10, 2017 and is registered as a member of the Corporation on the register of members in Hong Kong on the Record Date, such Shareholder’s records are currently maintained on the Hong Kong register and such Shareholder’s proxy should be deposited in accordance with the instructions set out in this paragraph.
Shareholders who receive this Circular and other accompanying Meeting materials from the Corporation’s principal share registrar in Canada, being Computershare Trust Company of Canada, and who are unable to be present at the Meeting, are requested to date and sign the enclosed form of proxy and return it to Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Canada, in the enclosed envelope provided for that purpose, so that it is received no later than 48 hours (Toronto time) (excluding Saturdays, Sundays and holidays) prior to the time for the holding of the Meeting or any adjournment thereof. Registered shareholders may also use the website at www.investorvote.com to transmit their voting instructions or vote by phone at 1–866–732-VOTE (8683) (toll free within North America) or 1–312–588–4290 (outside North America). Shareholders are cautioned that the use of mail to transmit proxies is at each shareholder’s risk. If a Shareholder acquired its Shares prior to March 10, 2017 and is registered as Shareholder on the register of Shareholders in Canada on the Record Date, such Shareholder’s records are currently maintained on the Canadian register and such Shareholder’s proxy should be deposited in accordance with the instructions set out in this paragraph.
In order to be valid, all proxies must be received during regular business hours by Computershare Hong Kong Investor Services Limited or Computershare Trust Company of Canada as applicable, by at least 48 hours, excluding Saturdays, Sundays and public holidays in Calgary and Hong Kong, before the Meeting (i.e. 7:00 p.m. on June 6, 2017 (Calgary time) and 9:00 a.m. on June 7, 2017 (Hong Kong time), as the case may be), or any adjournment thereof, or deposited with the Chairman of the Meeting on the day of the Meeting prior to the commencement of the Meeting.
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Results of the Meeting
The votes to be taken at the Meeting will be taken by poll, the result of which will be published on the websites of the Corporation and the Stock Exchange after the Meeting.
BY ORDER OF THE BOARD PERSTA RESOURCES INC.
(signed) ‘‘Le Bo’’ Le Bo Chairman
Calgary, Alberta, April 27, 2017.
As at the date of this notice, the Board consists of Mr. Le Bo as executive director; Mr. Yuan Jing as non-executive director; and Mr. Richard Dale Orman, Mr. Bryan Daniel Pinney, and Mr. Peter David Robertson as independent nonexecutive directors.
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