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Raymond Industrial Limited Proxy Solicitation & Information Statement 2021

Feb 9, 2021

49052_rns_2021-02-09_ff3be948-a485-435f-86c1-c1057f7915b5.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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KUNLUN ENERGY COMPANY LIMITED (incorporated in Bermuda with limited liability) 昆侖能源有限公司

(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 Room 1, 10th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 12 March 2021 at 11:00 a.m. (or any adjournment of such meeting) for the purpose of considering and, if thought fit, passing the following resolution, with or without modifications, as an ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT

  • (A) the Equity Transfer Agreement (as defined in the circular of the Company dated 10 February 2021) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

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  • (B) any director of the Company be and is hereby authorized, for and on behalf of the Company, to take all steps and do all acts and things as he considers to be necessary, appropriate or expedient in connection with and to implement or give effect to the Equity Transfer Agreement and the transactions contemplated thereunder, and to execute all such other documents, instruments and agreements (including the affixation of the Company’s common seal) deemed by him to be incidental to, ancillary to or in connection with the Equity Transfer Agreement and the transactions contemplated thereunder.”

By Order of the Board Kunlun Energy Company Limited Xie Mao Company Secretary

Hong Kong, 10 February 2021

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 10 February 2021.

  2. At the SGM, the chairman of the SGM will put 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/she so wish.

  4. In the case of joint holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share if he/she was solely entitled thereto, but if more than one of such joint holders is present at the meeting, personally or by proxy, that one of the persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

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  1. 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 instruction set out therein.

  2. For determining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Monday, 8 March 2021 to Friday, 12 March 2021 (both dates inclusive), during which period no transfer of shares will be registered. In order to be qualify for attending and voting at the SGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch registrar and transfer office 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 Friday, 5 March 2021.

  3. In the event of inconsistency, the English text of this notice shall prevail over the Chinese text.

As at the date of this notice, the Board of Directors comprises Mr. Fu Bin as the Chairman and Executive Director, Mr. Qian Zhijia as Chief Executive Officer and the 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 Patrick and Mr. Tsang Yok Sing Jasper as Independent Non-Executive Directors.

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