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MIE Holdings Corporation — Proxy Solicitation & Information Statement 2017
Sep 6, 2017
49998_rns_2017-09-06_f2d60cff-64d6-4cb1-b91c-17640f484622.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 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.
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MIE HOLDINGS CORPORATION MI 能 源 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1555)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the ‘‘EGM’’) of MIE Holdings Corporation (the ‘‘Company’’) will be held at Plaza 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, September 22, 2017 at 9:30 a.m., for the purpose of considering and, if thought fit, passing with or without modification or amendment the following resolutions:
ORDINARY RESOLUTIONS
‘‘THAT:
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(a) the Partnership Interest Purchase and Sale Agreement dated May 31, 2017 (the ‘‘PSA’’) entered into between Direct Energy Resources Partnership, A Partner (as defined in the circular of the Company dated September 7, 2017), Canlin Energy Corporation (formerly known as Maple Felix Energy Corporation) and the Company (copy of which is produced to the EGM marked ‘‘A’’ and initialed by the chairman of the EGM for the purpose of identification), and the terms and conditions thereof and the transactions contemplated thereunder and the implementation thereof be and are hereby approved and confirmed; and
- (b) the authorisation to any one of the Directors, or any other person authorised by the Board from time to time, for and on behalf of the Company, among other matters, to sign, seal, execute, perfect, perform and deliver all such agreements, instruments, documents and deeds, and to do all such acts, matters and things and take all such steps as he or she or they may in his or her or their absolute discretion consider to be necessary, expedient, desirable or appropriate to give effect to and implement the PSA and the transactions contemplated thereunder and all matters incidental to, ancillary to or in connection thereto, including agreeing and making any modifications, amendments, waivers, variations or extensions of the PSA or the transactions contemplated thereunder be and are hereby approved, ratified and confirmed.
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(a) the Subscription Agreement dated May 31, 2017 (the ‘‘Subscription Agreement’’) entered into between CCGRF Gastown Limited, Maple Marathon Investments Limited, Mercuria Energy Netherlands BV, Canlin Energy Corporation (formerly known as Maple Felix Energy Corporation) and the Company (copy of which is produced to the EGM marked ‘‘B’’ and initialled by the chairman of the EGM for the purpose of identification), and the terms and conditions thereof and the transactions contemplated thereunder and the implementation thereof be and are hereby approved and confirmed; and
- (b) the authorisation to any one of the Directors, or any other person authorised by the Board from time to time, for and on behalf of the Company, among other matters, to sign, seal, execute, perfect, perform and deliver all such agreements, instruments, documents and deeds, and to do all such acts, matters and things and take all such steps as he or she or they may in his or her or their absolute discretion consider to be necessary, expedient, desirable or appropriate to give effect to and implement the Subscription Agreement and the transactions contemplated thereunder and all matters incidental to, ancillary to or in connection thereto, including agreeing and making any modifications, amendments, waivers, variations or extensions of the Subscription Agreement or the transactions contemplated thereunder be and are hereby approved, ratified and confirmed.’’
By order of the Board MIE Holdings Corporation Zhang Ruilin Chairman
Hong Kong, September 7, 2017
Notes:
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(a) All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
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(b) Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company.
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(c) In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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(d) Where there are joint holders of any share of the Company, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such holders be present at the meeting personally or by proxy, that one of such holders 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.
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(e) For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from September 19, 2017 to September 22, 2017, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on September 18, 2017.
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(f) Time and dates in this notice are Hong Kong time and dates.
As at the date of this notice, the Board comprises (1) the executive Directors namely Mr. Zhang Ruilin, Mr. Zhao Jiangwei; (2) the non-executive Director namely Ms. Xie Na; and (3) the independent non-executive Directors namely Mr. Mei Jianping, Mr. Jeffrey W. Miller and Mr. Guo Yanjun.
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