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.

Raymond Industrial Limited Proxy Solicitation & Information Statement 2020

Oct 5, 2020

49052_rns_2020-10-05_be99562d-802a-4811-85ba-97bef5e832f0.pdf

Proxy Solicitation & Information Statement

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 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.

==> picture [54 x 60] intentionally omitted <==

KUNLUN ENERGY COMPANY LIMITED (incorporated in Bermuda with limited liability)

(Stock Code: 00135.HK)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (“ SGM ”) of Kunlun Energy Company Limited (the “ Company ”) will be held at Rooms 1, 3 & 4, 10th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on 27 October 2020, Tuesday at 11 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions as ordinary resolutions:

  1. To consider and approve the resolution in relation to the Revised Annual Caps for the Continuing Connected Transactions in 2020, in particular:

    • (a) the Revised Annual Caps for the Continuing Connected Transactions in 2020 be and are hereby approved; and

    • (b) any one director of the Company to do any acts and things deemed by him to be necessary or expedient in order to give effect to and implement the Revised Annual Caps for the Continuing Connected Transaction in 2020.

  2. To consider and approve the resolution in relation to the Continuing Connected Transactions for the three years ending 31 December 2023 and relevant authorisations, in particular:

    • (a) the entering into of the New Master Agreement and the transactions contemplated thereunder be and is hereby approved, ratified and confirmed;

    • (b) the Continuing Connected Transactions under Categories (a), (b), (c) and (d) be and are hereby approved;

    • (c) the Proposed Annual Caps for the Non-Exempt Continuing Connected Transactions for the three years ending 31 December 2023 be and are hereby approved; and

    • (d) any one director (if execution under the common seal of the Company is required, any two directors) of the Company be and is/are hereby authorised for and on behalf of the Company to sign, and where required, to affix the common seal of the Company to any

  • 1 -

documents, instruments or agreements, and to do any acts and things deemed by him to be necessary or expedient in order to give effect to and implement the Continuing Connected Transaction under Categories (a), (b), (c) and (d) and the Proposed Annual Caps for the Non-Exempt Continuing Connected Transactions for the three years ending 31 December 2023.

CLOSURE OF THE COMPANY’S REGISTER OF MEMBERS

For the purposes of determining the Independent Shareholders’ eligibility to attend and vote at the SGM, the register of members of the Company will be closed from 21 October 2020 (Wednesday) to 27 October 2020 (Tuesday) (both days inclusive), during which period no transfer of Shares of the Company will be registered. The record date for entitlement to attend and vote at the SGM is on 27 October 2020, Tuesday. To be eligible to attend and vote at the SGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s branch registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on 20 October 2020 (Tuesday).

By Order of the Board Cheng Cheng Company Secretary

Hong Kong, 5 October 2020

Notes:

  1. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 5 October 2020 relating to, among other things, the Revised Annual Caps, the New Master Agreement and the Proposed Annual Caps.

  2. At the SGM, the Chairman of the Meeting will put each of the above resolution to the vote by way of a poll. On a poll, every Shareholder who is present in person or by proxy shall have one vote for every Share of which he is the holder.

  3. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member of the Company. Completion and return of the proxy form will not preclude a member from attending and voting in person at the meeting or any adjourned meeting should he so wish.

  4. To be valid, the proxy form, together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited at the Company’s principal office at 39th Floor, 118 Connaught Road West, Hong Kong or the Company’s branch registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be). The form of proxy must be completed strictly in accordance with the instructions set out therein.

  • 2 -
  1. CNPC and its associates (including PetroChina) will abstain from voting in respect of the resolution set out above.

As at the date of this notice, the Board comprises Mr. Ling Xiao as the Chairman and Executive Director, Mr. Zhao Yongqi as the Chief Executive Officer and Executive Director, Mr. Zhou Yuanhong as Executive Director, Mr. Miao Yong as Chief Financial Officer and Executive Director, and Dr. Liu Xiao Feng, Mr. Sun Partick and Mr. Tsang Yok Sing Jasper as Independent NonExecutive Directors.

  • 3 -