BEL GLOBAL RESOURCES HOLDINGS LTD 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.
BEL GLOBAL RESOURCES HOLDINGS LIMITED百營環球資源控股有限公司
(incorporated in Bermuda with limited liability)
(stock code: 761) REQUISITION OF SPECIAL GENERAL MEETING BY SHAREHOLDERS PROPOSED REMOVAL OF DIRECTORS PROPOSED APPOINTMENT OF DIRECTORS
The Company received the Requisition Notice dated 20 May 2015 from the Requisitioning Shareholders pursuant to which the Requisitioning Shareholders requisitioned for a special general meeting to be convened pursuant to Bye-laws 58 and section 74 of the Bermuda Companies Act to consider, and if thought fit, pass resolutions (i) to approve the minimum number of Directors be set at two (2); (ii) to approve the maximum number of Directors be set at six (6); (iii) to remove Mr. Cai, Mr. Li, Dr. Chang and Mr. Ho as the Directors; and (iv) to appoint Mr. Fung Kwok Leung as executive Director, Mr. Napachorn Sirisinha as non-executive Director, Mr. Ho Kim Ching and Mr. Yuen Chun Fai as independent non-executive Directors.
The Board is now in the course of obtaining the Bermuda legal advice in respect of the legality and procedural regularity of the Requisition Notice. Upon obtaining the Bermuda legal advice, the Board would transact the matter set out in the Requisition Notice and the Company will, if necessary, made further announcement in respect of the Requisition Notice and, if appropriate, the SGM to be convened for the purpose of considering, and if thought fit, passing ordinary resolutions to approve, among other things, (i) the minimum number of Directors be set at two (2); (ii) the maximum number of Directors be set at six (6); (iii) the Proposed Removal of Directors; and (iv) the Proposed Appointment of Directors pursuant to the relevant requirements under Bermuda law and the Bye-laws.
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The Company received the Requisition Notice dated 20 May 2015 from the Requisitioning Shareholders pursuant to which the Requisitioning Shareholders requisitioned for a special general meeting to be convened pursuant to Bye-laws 58 and section 74 of the Bermuda Companies Act to consider, and if thought fit, pass resolutions (i) to approve the minimum number of Directors be set at two (2); (ii) to approve the maximum number of Directors be set at six (6); (iii) to remove Mr. Cai, Mr. Li, Dr. Chang and Mr. Ho as Directors; and (iv) to appoint Mr. Fung Kwok Leung as executive Director, Mr. Napachorn Sirisinha as non-executive Director, Mr. Ho Kim Ching and Mr. Yuen Chun Fai as independent non-executive Directors.
The Requisition Notice has not set out any reasons and/or information and/or grounds in respect of the said proposed removal and appointment of Directors. Accordingly, the Board is not able to provide Shareholders with any reasons and/or any information and/or grounds in respect of the said proposed removal and appointment of Directors for consideration. As at the date of deposit of the Requisition Notice, subject to the verification of the Company, the Requisitioning Shareholders are purportedly holding, in aggregate, 363,078,000 representing approximately 10.01355% of the total issued and paid-up capital of the Company.
The Board is now in the course of obtaining the Bermuda legal advice in respect of the legality and procedural regularity of the Requisition Notice. Upon obtaining the Bermuda legal advice, the Board would transact the matter set out in the Requisition Notice and the Company will, if necessary, made further announcement in respect of the Requisition Notice and, if appropriate, the SGM to be convened for the purpose of considering, and if thought fit, passing ordinary resolutions to approve, among other things, (i) the minimum number of Directors be set at two (2); (ii) the maximum number of Directors be set at six (6); (iii) the Proposed Removal of Directors; and (iv) the Proposed Appointment of Directors pursuant to the relevant requirements under Bermuda law and the Bye-laws.
At the request of the Company, trading in the Shares on the Stock Exchange has been suspended with effect from 9:00 a.m. on 4 July 2011 and will continue to be suspended until further notice.
Shareholders and potential investors are accordingly advised to exercise caution when dealing in the securities of the Company.2
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:
"Bermuda Companies Act" the Companies Act 1981 of Bermuda
"Board" the board of Directors
"Bye-laws" the bye-laws of the Company, as amended from time to time
"Company" Bel Global Resources Holdings Limited (Stock Code: 761), a company incorporated in Bermuda with limited liability whose issued Shares are listed on the main board of the Stock Exchange
"Directors" directors of the Company
"Dr. Chang" Dr. Chang Soo-kong, an independent non-executive
Director
"Mr. Cai" Mr. Cai Dubing, a non-executive Director and chairman of the Board
"Mr. Ho" Mr. Ho Wai Chi, Paul, an independent non-executive
Director
"Mr. Li" Mr. Li Wing Tak, an executive Director, the director of finance and the company secretary of the Company
"Proposed Appointment the proposed appointment of Mr. Fung Kwok Leung as of Directors" executive Director, Mr. Napachorn Sirisinha as non-executive Director, Mr. Ho Kim Ching and Mr. Yuen
Chun Fai as independent non-executive Directors pursuant to the Requisition Notice
"Proposed Removal of the proposed removal of Mr. Cai, Mr. Li, Dr. Chang and
Directors" Mr. Ho as the Directors pursuant to the Requisition Notice
"Requisition Notice" a requisition notice dated 20 May 2015 from the
Requisitioning Shareholders to the Company
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"Requisitioning Shareholders" Xu Zizuo, Record High Investments Limited, Lin Ya Li, Lam Yim Yuk, Chan Kin Kwan, Kwok Fuk Tai, Cheung Wing Tat, Yuen Chun Fai, Gordon Chan, Sze Lin Choi, Kou Im Io Alice, Chan Hung Ti, Yu Yuk Ying Vivian, Chang Chok Kee Keith, Sze Ching Leung, Kung Yat Sing and Ng Wing Hung Danny
"SGM" if appropriate, a special general meeting of the Company to be convened for the Shareholders to consider and if thought fit, to approve, the transaction contemplated under the Requisition Notice
"Share(s)" ordinary share(s) of HK$0.1 each in the share capital of the
Company
"Shareholders" holders of the Shares
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"%" per cent.
By order of the Board
Company Secretary
Hong Kong, 5 June 2015
As at the date of this announcement, (i) the executive Directors are Ms. Sze Shan Shan, Pat (note 1), and Mr. Li Wing Tak (note 2); (ii) non-executive Director is Mr. Cai Dubing; and (iii) the independent non-executive Directors are Dr. Chang Soo-kong, Mr. Ho Wai Chi, Paul and Mr. Wong Lok.
Note 1: Positions, duties and functions suspended with effect from 12 December 2014. Note 2: Mr. Li Wing Tak has appointed Mr. Wong Wan Sing as his alternate Director.
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