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HK Bourse: Announcement From Wanguo International Mining Group Ltd.

13 Apr 2017 4:19 am
 
    Following is the related link: 
http://www.hkexnews.hk/listedco/listconews/sehk/2017/0413/LTN20170413225.pdf 
 
 
                     NOTICE OF ANNUAL GENERAL MEETING 
 
NOTICE IS HEREBY GIVEN that an annual general meeting of Wanguo International Mining 
Group Limited (the "Company") will be held at Island Pacific Hotel (2/F., Pacific Room) , 152 
Connaught Road West, Hong Kong on Friday, 9 June 2017 at 10:00 a.m. for the following purposes: 
 
1.   To receive and consider the audited consolidated financial statements and the reports of the 
     directors (the "Directors") and of independent auditor for the year ended 31 December 2016; 
 
2.   (a)   To re-elect the following retiring Directors; 
 
           (i)   Mr. Xie Yaolin as executive Director; 
 
           (ii) Mr. Lee Hung Yuen as non-executive Director; and; 
 
           (iii) Mr. Shen Peng as independent non-executive Director. 
 
     (b)   to authorise the board (the "Board") of Directors to fix the Directors' remuneration. 
 
3.   To re-appoint Deloitte Touche Tohmatsu as the auditor of the Company and to authorise the 
     Board to fix their remuneration; 
 
 
 
 
                                                 -1- 
4.   To consider and, if thought fit, pass with or without amendments, the following resolution as an 
     ordinary resolution: 
 
     "THAT: 
 
     (a)   subject to paragraph (c) of this resolution, pursuant to the Rules Governing the Listing of 
           Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the 
           "Stock Exchange") , the exercise by the Directors during the Relevant Period (as 
           hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal 
           with additional ordinary shares of HK$0.1 each in the capital of the Company (the 
           "Shares") (or securities convertible or exchangeable into Shares, or options, warrants or 
           similar rights to subscribe for any shares) , and/or to make or grant offers, agreements and/ 
           or options, which might require the exercise of such powers be and the same is hereby 
           generally and unconditionally approved; 
 
     (b)   the approval in paragraph (a) of this resolution shall authorise the Directors during the 
           Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or 
           options which might require the exercise of such powers after the end of the Relevant 
           Period (as hereinafter defined) ; 
 
     (c)   the aggregate number of Shares allotted or agreed conditionally or unconditionally to be 
           allotted (whether pursuant to options or otherwise) by the directors of the Company 
           pursuant to the approval in paragraph (a) above, otherwise than pursuant to: 
 
           (i)   a Rights Issue (as hereinafter defined) ; 
 
           (ii) the exercise of any options granted under the existing share option scheme of the 
                Company or any other option scheme, or similar arrangement for the time being 
                adopted for the grant or issue to officers and/or employees of the Company and/or 
                any of its subsidiaries of shares or rights to acquire shares of the Company; 
 
           (iii) any scrip dividend or similar arrangements providing for the allotment and issue of 
                 Shares in lieu of the whole or part of a dividend on Shares in accordance with the 
                 articles of association of the Company in force from time to time; or 
 
           (iv) any issue of Shares upon the exercise of rights of subscription or conversion under 
                the terms of any warrants of the Company or any securities which are convertible 
                into Shares; 
 
           shall not exceed 20% of the Shares in issue as at the date of the passing of this resolution 
           and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; 
           and 
 
 
 
                                                 -2- 
     (d)   for the purposes of this resolution: 
 
           "Relevant Period" means the period from the date of the passing of this resolution until 
           whichever is the earliest of: 
 
           (i)   the conclusion of the next annual general meeting of the Company; 
 
           (ii) the expiration of the period within which the next annual general meeting of the 
                Company is required by the articles of association of the Company or any other 
                applicable laws including, without limitation, laws of the Cayman Islands to be held; 
                and 
 
           (iii) the passing of an ordinary resolution by the shareholders of the Company in general 
                 meeting revoking or varying the authority given to the directors of the Company by 
                 this resolution; 
 
           "Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other 
           securities giving rights to subscribe for Shares open for a period fixed by the directors of 
           the Company, to holders of Shares on the register of the Company on a fixed record date 
           in proportion to their then holdings of Shares (subject to such exclusion or other 
           arrangements as the directors of the Company 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, or the expense or delay which may be involved in 
           determining the existence or extent of any restrictions or obligations under the laws of, or 
           the requirements of, any jurisdiction applicable to the Company, any recognised regulatory 
           body or any stock exchange outside Hong Kong) ."; 
 
5.   To consider and, if thought fit, to pass with or without amendments, the following resolution as 
     an ordinary resolution: 
 
     "THAT: 
 
     (a)   subject to paragraph (b) of this resolution, the exercise by the directors of the Company 
           during the Relevant Period (as hereinafter defined) of all powers of the Company to 
           purchase the Shares on the Stock Exchange or any other stock exchange on which the 
           ordinary shares of HK$0.1 each in the capital of the Company (the "Shares") (or 
           securities convertible or exchangeable into Shares, or options, warrants or similar rights to 
           subscribe for any shares) may be listed and recognised by the Securities and Futures 
           Commission of Hong Kong and the Stock Exchange for such purpose, subject to and in 
           accordance with all applicable laws and the requirements of the Listing Rules or of any 
           other stock exchange as amended from time to time, be and the same is hereby generally 
           and unconditionally approved; 
 
 
 
                                                  -3- 
     (b)   the total number of shares of the Company which may be purchased by the Company 
           pursuant to the approval in paragraph (a) during the Relevant Period (as hereinafter 
           defined) shall not exceed 10% of the issued shares of the Company as at the date of the 
           passing of this resolution and the approval pursuant to paragraph (a) of this resolution 
           shall be limited accordingly; and 
 
     (c)   for the purposes of this resolution, "Relevant Period" means the period from the date of 
           the passing of this resolution until whichever is the earliest of: 
 
           (i)   the conclusion of the next annual general meeting of the Company; 
 
           (ii) the expiration of the period within which the next annual general meeting of the 
                Company is required by the articles of association of the Company or any other 
                applicable laws (including, without limitations laws of the Cayman Islands) to be 
                held; and 
 
           (iii) the passing of an ordinary resolution by the shareholders of the Company in general 
                 meeting revoking or varying the authority given to the directors of the Company by 
                 this resolution."; 
 
6.   To consider as special business and, if thought fit, to pass with or without amendments, the 
     following resolution as an ordinary resolution: 
 
     "THAT conditional upon the passing of the resolutions numbered 4 and 5 set out in this notice 
     of annual general meeting, the authority granted to the directors of the Company to exercise the 
     powers of the Company to allot, issue or otherwise deal with shares of the Company pursuant to 
     resolution numbered 4 above be and is hereby extended by the addition to the number of shares 
     of the Company which may be allotted by the directors of the Company pursuant to resolution 
     numbered 4 an amount of the Company of shares of the Company repurchased by the Company 
     under the authority granted pursuant to resolution numbered 5 above, provided that such amount 
     shall not exceed 10% of the aggregate number of shares of the Company in issue as at the date 
     of passing of this resolution." 
 
 
 
Source: Hong Kong Exchanges & Clearing 
 
 

(END) Dow Jones Newswires

April 13, 2017 00:19 ET (04:19 GMT)
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