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Sunac Services Holdings Limited — AGM Information 2020
Jul 16, 2020
49969_rns_2020-07-16_8b7ceca6-f5b3-4d4f-a178-80c3f03e024b.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 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.
IDG ENERGY INVESTMENT LIMITED IDG 能源投資有限公司[*]
(Incorporated in Bermuda with limited liability) (Stock Code: 650)
NOTICE OF ANNUAL GENERAL MEETING
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING
Please see page ii of the circular dated 17 July 2020 for measures being taken to prevent and control the spread of the Novel Coronavirus (COVID-19) at the AGM, including:
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. compulsory body temperature checks and health declarations;
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. compulsory for each attendee to wear a surgical face mask; and . no refreshment will be served.
Any person who does not comply with the precautionary measures may be denied entry into the meeting venue. The Company reminds its shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person.
NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘AGM’’) of the shareholders of IDG Energy Investment Limited (the ‘‘Company’’) will be held at United Conference Centre Limited — Room 1, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 21 August 2020 at 10:00 a.m. for the following purposes:
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To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended 31 March 2020.
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A. To re-elect Mr. Liu Zhihai as an executive director of the Company (the ‘‘Director’’).
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B. To re-elect Mr. Shong Hugo as a non-executive Director.
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C. To re-elect Mr. Chau Shing Yim David as an independent non-executive Director.
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D. To authorise the board of Directors (the ‘‘Board’’) to fix the remuneration of the Directors.
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- For identification purposes only
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To re-appoint KPMG as the auditors of the Company and to authorise the Board to fix their remuneration.
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As special business to consider and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions:
4.A. ‘‘THAT:
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(a) subject to paragraph (c), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into such shares or warrants or similar rights to subscribe for any shares in the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;
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(b) the approval in paragraph (a) shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such power after the end of the Relevant Period;
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(c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to the shares of the Company issued as a result of a Rights Issue (as hereinafter defined) or pursuant to the exercise of options under the share option scheme or similar arrangement, or any scrip dividend or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of the dividend on the shares of the Company in accordance with the Company’s Bye-laws, shall not exceed 20 per cent. of the number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and
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(d) for the purposes of this resolution:
‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earliest of:
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(i) the conclusion of the next annual general meeting of the Company;
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(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws of Bermuda to be held; or
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(iii) revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.
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‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Directors to holders of shares of the Company on the register 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 in any territory outside Hong Kong).’’
4.B. ‘‘THAT:
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(a) subject to paragraph (b), the exercise by the Directors during the Relevant Period of all the powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange on which the securities of the Company may be listed as amended from time to time, be and is hereby generally and unconditionally approved;
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(b) the aggregate number of shares of the Company to be repurchased by the Company pursuant to the approval mentioned in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and
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(c) the expression ‘‘Relevant Period’’ shall for the purposes of this resolution have the same meaning as assigned to it under ordinary resolution 4.A.(d) of this notice.’’
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4.C. ‘‘THAT conditional upon resolutions 4.A. and 4.B. above being passed, the aggregate number of shares of the Company which are repurchased by the Company under the authority granted to the Directors as mentioned in resolution 4.B. above shall be added to the number of shares that may be allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to resolution 4.A., provided that the amount of shares repurchased by the Company shall not exceed 10 per cent. of the number of issued shares of the Company as at the date of passing of this resolution.’’
By order of the Board IDG Energy Investment Limited WANG Jingbo Chairman and Chief Executive Officer
Hong Kong, 17 July 2020
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Notes:
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A shareholder entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.
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In order to be valid, the instrument appointing a proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or other authority, must be deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the said meeting or adjourned meeting.
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To ascertain the shareholders’ entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 18 August 2020 to Friday, 21 August 2020 (both dates inclusive) during which period no share transfers can be registered. In order to be eligible to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 17 August 2020.
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If tropical cyclone warning signal no. 8 or above, ‘‘extreme conditions’’ caused by super typhoons or a black rainstorm warning is in effect at any time after 7 a.m. on Friday, 21 August 2020, the meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.
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The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
As at the date hereof, the Board comprises seven Directors, of whom two are executive Directors, namely Mr. Wang Jingbo (Chairman and Chief Executive Officer), and Mr. Liu Zhihai (President); two are non-executive Directors, namely Mr. Lin Dongliang and Mr. Shong Hugo; and three are independent non-executive Directors, namely Ms. Ge Aiji, Mr. Shi Cen, and Mr. Chau Shing Yim David.
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