ASIA ENERGY LOGISTICS GROUP LIMITED 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.
亞洲能源物流集團有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 0351)"THAT
the second supplemental agreement dated 1 March 2016 (the "Second Supplemental Agreement") entered into among the Company as the issuer, Advance Opportunities Fund as the Subscriber (the "Subscriber") and Advance Capital Partners Pte Ltd as the authorised representative of the Subscriber (details of which are described in the circular of the Company dated 11 April 2016 (the "Circular") and produced to this meeting marked "A") and the transactions contemplated thereby be and are hereby approved, confirmed and ratified;
the exercise of the Option (as defined in the Circular) be and are hereby approved and confirmed;
the creation and issue by the Company of the Tranche 2 Notes (as defined in the Circular) and the allotment and issue of the Conversion Shares (as defined in the Circular), to be credited as fully paid, upon exercise of the conversion rights attaching to the Tranche 2 Notes in accordance with the terms and conditions of the Subscription Agreement (as defined in the Circular) be and are hereby approved;
the directors of the Company (the "Directors") be and are hereby authorised to take any step and execute whether under Common Seal of the Company or otherwise all such acts, matters, deeds, documents and to do all such acts or things as they may consider necessary, appropriate, desirable or expedient in connection with:
the exercise of the Option, the Second Supplemental Agreement and all other transactions contemplated thereunder, and the closing and implementation thereof, including but not limited to the creation and issue by the Company of the Tranche 2 Notes pursuant to the terms of the Subscription Agreement and the allotment and issue of the Conversion Shares, such Conversion Shares to rank pari passu in all respects with all Shares then in issue;
securing the fulfilment of the conditions precedent of completion of the Tranche 2 Notes in accordance with its terms; and
the approval of any amendments or variations to the Second Supplemental Agreement or the granting of waivers of any matters contemplated thereby that are, in the Directors' opinion, not fundamental to the transactions contemplated thereby and are in the best interests of the Company, including without limitation the signing (under the Common Seal of the Company where required or expedient) of any supplemental or ancillary agreements and instruments and the giving of any undertakings and confirmations for any such purposes."
A member of the Company entitled to attend and vote at the General Meeting by the above notice is entitled to appoint one or more proxies to attend and vote instead of such member. A proxy need not be a member of the Company.
In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the General Meeting, whether in person or by proxy, then one of the said persons so present whose name stands first on the register in respect of such Shares shall alone be entitled to vote in respect thereof.
In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong share registrar and transfer office (the "Hong Kong Share Registrar") of the Company, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the General Meeting or any adjournment thereof.
In order to qualify for attending the General Meeting or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong Share Registrar at the above address not less than 48 hours before the time fixed for holding of the General Meeting or any adjournment thereof.
Delivery of an instrument appointing a proxy will not preclude a member from attending and voting in person at the General Meeting or any adjournment thereof and in such event, the instrument appointing a proxy will be deemed to be revoked.
This notice has been printed in English and Chinese. In the event of any inconsistency, the English text of this notice shall prevail over its Chinese text.
By order of the Board
Asia Energy Logistics Group Limited Liang JunExecutive Director
Hong Kong, 11 April 2016
Registered Office:
Room 2404, 24/F Wing On Centre
111 Connaught Road Central
Hong Kong
Notes:
As at the date of this announcement, the executive directors of the Company are Mr. Liang Jun, Mr. Fung Ka Keung, David, Ms. Yu Sau Lai and Mr. Tse On Kin; the non-executive directors of the Company are Mr. Yu Baodong (Chairman) and Ms. Sun Wei; and the independent non-executive directors of the Company are Mr. Chan Chi Yuen, Mr. Zhang Xi and Prof. Sit Fung Shuen, Victor.
Asia Energy Logistics Group Ltd. issued this content on 11 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 11 April 2016 04:45:28 UTC
Original Document: http://www.aelg.com.hk/attachment/2016041112320100002480472_en.pdf
