DRAGON MINING LIMITED COMPANY INFORMATION SHEET
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this information sheet, 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 information sheet.
Company Name (stock code): Dragon Mining Limited (1712)
Stock Short Name: DRAGON MINING
This information sheet is provided for the purpose of giving information to the public about Dragon Mining Limited (the "Company") as at the date specified. The information does not purport to be a complete summary of information about the Company and/or its securities.
RESPONSIBILITY STATEMENT
The directors of the Company (the "Directors") as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this information sheet and confirm, having made all reasonable inquiries, that to be the best of their knowledge and belief the information contained in this information sheet is accurate and complete in all material respects and not misleading or deceptive and that there are no other matters the omission of which would make an information inaccurate or misleading herein.
The Directors also collectively and individually undertake to publish on a yearly basis, when the Company publishes its annual report, this information sheet reflecting, if applicable, the changes to the information since the last publication.
Date of this information sheet: 30 March 2021
SUMMARY CONTENT
Document Type
Date
A. Waivers
Latestversion ............................................. 30 March 2021
B. Shareholders Rights
Latestversion ............................................. 2November2018
C. Withholding Tax
LatestVersion ............................................. 2November2018
D. Constitutional Documents
Latestversion ............................................. 2November2018
Unless the context requires otherwise, capitalised terms used herein shall have the meanings given to them in the Company's prospectus (the "Prospectus") dated 18 October 2018 and references to sections of the Prospectus shall be construed accordingly.
A. | |
Relevant Rule(s) waived | Subject matter |
Rule8.05 ...................... | Profit requirements |
Rule8.17 ...................... | Requirements of company secretary |
Rule8.12 ...................... | Requirements of management presence in |
Hong Kong | |
Rule4.03 ...................... | Requirements of reporting accountants |
Rule9.09(b) .................... | Dealing in securities by connected person from |
four clear business days before hearing until | |
listing | |
1. | PROFIT REQUIREMENTS |
WAIVERS
In preparation for the Listing, the Company had applied for, and been granted by the Stock Exchange, a number of waivers from strict compliance with certain provisions under the Listing Rules.
Set out below are the waivers granted to the Company by the Stock Exchange in light of the specific facts and circumstances applicable to the Company:
According to Rule 8.05 of the Listing Rules, an issuer must satisfy one of the three tests in relation to: (a) profit; (b) market capitalisation, revenue and cash flow; or (c) market capitalisation and revenue requirements.
Pursuant to Rule 18.04 of the Listing Rules, a mineral company that is unable to satisfy the tests in Rule 8.05 of the Listing Rules, including the profit requirement under Rule 8.05(1)(a) of the Listing Rules, may still apply to be listed if the Stock Exchange is satisfied that the directors and senior managers of the issuer, taken together, have sufficient experience relevant to the exploration and/or extraction activity that the mineral company is pursuing. Sufficient and relevant experience are demonstrated by a five-year or more experience in the exploration for and/or extraction of relevant natural resources. The profit attributable to the Shareholders resulted from the business operation during the Track Record Period does not meet the profit requirement under Rule 8.05(1)(a) of the Listing Rules.
The Company had therefore applied for and the Stock Exchange had granted a waiver from strict compliance with Rule 8.05(1)(a) of the Listing Rules in accordance with Rules 8.05B(1) and 18.04 of the Listing Rules for the following reasons:
(a) the Company was principally engaged in gold exploration, mining and processing in the Nordic region and is a mineral company to which Chapter 18 of the Listing Rules applies. However, (i) in respect of the Pre-Production Assets, there has been no formal production; and (ii) the ore from Svartliden Mine stockpile had exhausted during the Track Record Period;
(b) the Company is able to demonstrate a clear path to commercial production for the Pre-Production Assets. For details of how the Pre-Production Assets have a clear path to commercial production, please refer to the paragraphs headed "Fäboliden Project - Clear path to commercial production of Fäboliden Project" and "Kaapelinkulma Project - Clear path to commercial production of Kaapelinkulma Project" in the section headed "Business" of the Prospectus; and
(Note: As disclosed in the announcement of the Company dated 12 March 2021 on the annual results of the Company for the year ended 31 December 2020, the Company maintained a high level of activity on the Kaapelinkulma Gold Mine in 2020.)
(c) 4 members of the management team (the "Core Management"), namely Mr. Smith (the executive Director), Mr. Neale Martin Edwards (the chief geologist), Mr. Ilpo Tapio Mäkinen (the country manager of Finland) and Mr. Joshua David Stewart (the project manager, Fäboliden), possess sufficient mining and management experience relevant to the exploration and/or extraction in gold mining of approximately 12, 32, 8 and 14 years respectively. For details of the biographical information of the Directors and senior management, including details of the relevant experience of the Core Management relied upon for the purpose of the waiver application, please refer to the section headed "Directors and senior management" of the Prospectus. In this regard, the Company is of the view that the Core Management, taken together, have sufficient experience that is specifically relevant to the exploration and/or extraction activities that the Company is pursuing.
(Note: Subsequent to the grant of waiver, Mr. Ilpo Tapio Mäkinen has been replaced by Mr. Patteri Tanner and Mr. Ilpo Tapio Mäkinen has become senior mining and safety engineer.)
Updated on 30
March 2021
updated on 9
February 2021
2. REQUIREMENTS OF COMPANY SECRETARY
Pursuant to Rule 8.17 of the Listing Rules, an issuer must appoint a company secretary who satisfies Rule 3.28 of the Listing Rules. Rule 3.28 of the Listing Rules provides that an issuer must appoint as its company secretary an individual who, by virtue of his or her academic or professional qualifications or relevant experience, is, in the opinion of the Stock Exchange, capable of discharging the functions of a company secretary.
Ms. Pauline Anne Collinson ("Ms. Collinson") was appointed in place of Ms. Shannon Louise Coates ("Ms. Coates") as the joint company secretary with effect from 31 May 2019. Ms. Collinson's qualifications do not meet the qualification requirements under note 1 to Rule 3.28 of the Listing Rules. As a result, the Company is not able to comply with Rule 8.17 of the Listing Rules by engaging Ms. Collinson as the company secretary. By virtue of Ms. Collinson's experience and familiarity with the Company, the Company is of the view that Ms. Collinson is capable of discharging her duties and is a suitable person to act as a company secretary of the Company although Ms. Collinson does not possess the formal qualifications required of a company secretary under Rule 3.28 of the Listing Rules.
updated on 9
February 2021
The Company appointed Mr. Lo Tai On ("Mr. Lo") of Fair Wind Secretarial Services Limited as a joint company secretary of the Company on 16 October 2018 to provide assistance to Ms. Coates (until her resignation on 31 May 2019). Mr. Lo is a member of the Hong Kong Institute of Certified Public Accountants and therefore meets the qualification requirements under note 1 to Rule 3.28 of the Listing Rules and is in compliance with Rule 8.17 of the Listing Rules. The Company applied for and the Stock Exchange granted the Company a waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules such that Ms. Coates can be appointed as a company secretary of the Company subject to the following conditions that:
(a) Mr. Lo, as a joint company secretary of the Company, will work closely with, and provide assistance to, Ms. Coates in the discharge of her duties as a company secretary and in gaining the relevant experience as required under Rule 3.28 of the Listing Rules;
(b) the waiver will be revoked immediately if, save and except for health reasons, Mr. Lo ceases to provide assistance to Ms. Coates as joint company secretary for the three-year period after Listing;
(c) Ms. Coates will comply with the annual professional training requirement under Rule 3.29 of the Listing Rules and will enhance her knowledge of the Listing Rules during the three-year period from the Listing Date;
(d) the Company will further ensure that Ms. Coates has access to the relevant training and support that would enhance her understanding of the Listing Rules and the duties of a company secretary of an issuer listed on the Stock Exchange;
(e) at the end of the three-year period, the qualifications and experience of Ms. Coates and the need for on-going assistance of Mr. Lo will be further evaluated by the Company; and
(f) the Company will liaise with the Stock Exchange to enable it to assess whether Ms. Coates, having benefited from the assistance of Mr. Lo for three years, will have acquired the skills necessary to carry out the duties of company secretary and the relevant experience within the meaning of note 2 of Rule 3.28 of the Listing Rules so that a further waiver will not be necessary.
As announced on 16 July 2019, new waiver from strict compliance with the requirements under Rule 3.28 and 8.17 of the Listing Rules has been granted such that Ms. Collinson can be appointed as the company secretary of the Company for a period of three years from 6
June 2019 (the "Period") subject to the following conditions:
(a) Ms. Collinson has been and will be assisted by Mr. Lo during the Period;
(b) the Company shall notify the Stock Exchange at the end of the Period for the Stock Exchange to re-visit the situation. The Stock Exchange expects that after the end of the Period, the Company will be able to demonstrate that Ms. Collinson can satisfy Rule 3.28 of the Listing Rules after having the benefit of Mr. Lo's assistance such that further waiver will not be necessary; and
(c) the Company will disclose the details of the waiver, including the reasons for and conditions of the waiver, by way of an announcement.
3. REQUIREMENTS OF MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 of the Listing Rules, the Company must have a sufficient management presence in Hong Kong. This normally means that at least two of its executive directors must be ordinarily residents in Hong Kong. The Company is incorporated in Western Australia. The Company's core business and operations are primarily located, managed and conducted in Finland and Sweden. Moreover, the Company's assets are located in Finland and Sweden. The Company's business, management and operations have been under the supervision of the executive Director, Mr. Smith and certain local senior management members residing in Finland and Sweden. This arrangement has proven to be effective. With the support of existing senior management members, the Company does not have, and, in the foreseeable future, will not have, the need to appoint additional executive Director(s) who would be ordinarily resident(s) in Hong Kong.
Furthermore, if additional executive Director(s) who reside(s) in Hong Kong is/are appointed, since he/she will not be physically present in Finland and/or Sweden for substantial periods of time, he/she will not be able to fully understand the daily business operations of the Group or fully appreciate the circumstances surrounding or affecting the business operations and development of the Group from time to time. As such, such executive Director(s) may not be able to perform his/her duty on a fully informed basis, or make appropriate business decisions or judgments that are most beneficial to the business operations and development of the Group. The appointment of additional executive Director(s) for the sole purpose of establishing a management presence in Hong Kong would not only increase the administrative expenses, but would also reduce the effectiveness of the senior management team in making decisions for the Group.
The Board is of the view that it would be impractical and not commercially feasible for the Company to appoint one or more Hong Kong residents as executive Director(s) merely for the purpose of complying with Rule 8.12 of the Listing Rules. The Company has therefore applied for and the Stock Exchange has granted the Company a waiver from strict compliance with Rule 8.12 of the Listing Rules based on the following conditions:
(a) the Company has appointed two authorised representatives pursuant to Rule 3.05 of the Listing Rules, who would act as the Company's principal channel of communication with the Stock Exchange and ensure that the Group complies with the Listing Rules at all times. These two authorised representatives are Mr. Arthur George Dew ("Mr. Dew"), a non-executive Director, and Ms. Collinson, the joint company secretary. The two alternate authorised representatives are Mr. Wong Tai Chun Mark ("Mr. Wong") (as alternate to Mr. Dew) and Mr. Lo (as alternate to Ms. Collinson). Save for Ms. Collinson, Mr. Dew, Mr. Wong and Mr. Lo are ordinarily residents in Hong Kong. Each of the authorised representatives (including the alternates) is available to meet with the Stock Exchange within a reasonable time frame upon request of the Stock Exchange and will be readily contactable by telephone, facsimile and email (if applicable) and is authorised to communicate on behalf of the Company with the Stock Exchange;
updated on 9
February 2021
(b) each of the authorised representatives (including the alternates) has means to contact all members of the Board and the senior management team promptly at all times as and when the Stock Exchange wishes to contact the Directors for any matters. To enhance communications between the Stock Exchange, the authorised representatives (including the alternates) and the Board, the Company has implemented a policy that (i) each Director has to provide their respective office phone numbers, mobile phone numbers, residential phone numbers, fax numbers and email addresses (if applicable) to the authorised representatives (including the alternates); and (ii) in the event that a Director expects to travel and be out of office, he has to provide the phone number of the place of his accommodation to the authorised representatives (including the alternates);
(c) all Directors have provided their mobile phone numbers, residential phone numbers, office phone numbers, fax numbers and email addresses to the Stock Exchange to ensure that they can readily be contactable when necessary to deal promptly with enquiries from the Stock Exchange; and
(d) all Directors have confirmed that they possess valid travel documents to visit Hong Kong for business purposes and would be able to come to Hong Kong and meet the Stock Exchange upon reasonable notice.
Altus Capital Limited stepped down as the compliance adviser of the Company after the declaration of financial results of its first full financial year commencing after the Listing Date. The Company considers that the management was equipped with the necessary skills and knowledge to face the potential issues regarding the compliance with all relevant rules and regulations in future. As such, the Company contemplates that it is not required to seek advice from compliance adviser.
updated on 9
February 2021
4. REQUIREMENTS OF REPORTING ACCOUNTANTS
Rule 4.03 of the Listing Rules requires that the accountants' report included in a listing document for a proposed listing of the shares of a company is prepared by certified public accountants who are qualified under the PAO for appointment as auditors of the company and who are independent both of the company and of any other company concerned to the same extent as that required of an auditor under the Hong Kong Companies Ordinance and in accordance with the requirements on independence issued by the Hong Kong Institute of Certified Public Accountants. Rule 19.20 of the Listing Rules further stipulates the qualifications of the auditor of an overseas issuer, who among others, must be qualified under the PAO or a firm of accountants acceptable to the Stock Exchange.
Pursuant to Section 342(1)(b) of the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance, a company incorporated outside Hong Kong and proposing to offer shares to the public in Hong Kong must state the matters specified in Part I of the Third Schedule to the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance and set out the reports specified in Part II of the Third Schedule to the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance, subject always to the provisions contained in Part III of the Third Schedule, in particular paragraph 43, to the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance in the Prospectus.
Paragraph 43 of Part III of the Third Schedule to the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance requires any report by accountants required by Part II of the Third Schedule shall be made by accountants qualified under the PAO for appointment as auditors of a company and shall not be made by any accountant who is an officer or servant, or a partner of or in the employment of an officer or servant, of the company or of the company's subsidiary or parent undertaking or of a subsidiary of the company's parent undertaking; and for the purposes of this paragraph the expression officer shall include a proposed director but not an auditor.
The Company is a public company incorporated in Western Australia and has been delisted on the ASX. In accordance with the requirements of the Australian Corporations Act, the Company has appointed Ernst & Young, Perth ("EYP") as the statutory auditors since October 2006. EYP is not an accountant qualified under the PAO. For the purpose of the Listing, EYP has reported on the historical financial information of the Group, that was prepared by the Directors, and is included in the Prospectus in accordance with the IFRS, and it is intended that EYP will remain as the company's sole reporting accountant.
updated on 9
February 2021
Engaging other certified public accountants or Ernst & Young Hong Kong ("EYHK") who are qualified under the PAO as auditors to conduct an extensive review of the historical financial information which have already been audited by EYP for the preparation of an accountants' report in the Prospectus would result in additional and unnecessary work. It would not only result in the Company incurring unnecessary costs, but would also delay the Listing. Moreover, it would be unduly burdensome on the Company and of no material value to Hong Kong investors to require that the accountants' report be signed by EYHK or a qualified accounting and auditing firm under the PAO.
Accordingly, the Company has applied for and the Stock Exchange has granted the Company a waiver and the SFC has granted the Company a certificate of exemptions from strict compliance with Rule 4.03 of the Listing Rules and Section 342(1)(b) of the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance in respect of paragraph 43 of part III of Third Schedule to the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance on the following basis:
(a) EYP is an internationally recognised accounting firm and supervised and regulated by the ASIC. It has extensive experience in securities offerings on the ASX. It is independent of the Company;
(b) EYP is a member firm of Ernst & Young Global Limited. All member firms of the Ernst & Young Global Limited adopt a consistent global audit approach which is designed to support consistency of service quality and adherence to the framework of audit methodology set out in the EY Global Audit Methodology. Reviews are performed on member firms on an annual basis to ensure that adherence to the framework of audit methodology set out in the EY Global Audit Methodology is upheld by all member firms. EYP also adopts and observes the independence requirements set out under the code issued by the Accounting Professional & Ethical Standards Board;
(c) EYP has been appointed by the Company as its statutory auditors since October 2006 in accordance with the requirements of the Australian Corporations Act. The Australian Corporations Act sets out the responsibilities of EYP to audit the Company's consolidated financial statements in accordance with the Australian Auditing Standards and which are similar to the International Standards on Auditing;
(d) the responsible partner of EYP has 14 years of audit experience and is a chartered accountant of the Chartered Accountants Australia and New Zealand ("CAANZ"). CAANZ is a member of the Global Accounting Alliance ("GAA"). The public accountancy profession in Australia is independently regulated by GAA and ASIC. ASIC is a signatory to the Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information of the International Organisation of Securities Commissions. ASIC is also a founding member of the International Forum of Independent Audit Regulators ("IFIAR") and has representation on IFIAR's Advisory Council;
(e) ASIC, which is an independent government body of Australia, is the national regulator of corporate, markets and financial services in Australia. ASIC is responsible for the following functions:
(1) to register companies and manage investment schemes;
(2) to grant Australian financial services licences and Australian credit licences;
(3) to register auditors and liquidators;
(4) to grant relief from various provisions of the legislation which it administers;
(5) to maintain publicly accessible registers of information about companies, financial services licensees and credit licensees;
(6) to make rules aimed at ensuring the integrity of financial markets;
(7) to stop the issue of financial products under defective disclosure documents;
(8) to investigate suspected breaches of the law and, in so doing, require people to produce books or answer questions at an examination;
(9) to issue infringement notices in relation to alleged breaches of some laws;
(10) to ban people from engaging in credit activities or providing financial services;
(11) to seek civil penalties from the courts; and
(12) to commence prosecutions.
(f) EYP has been included as an expert who have given opinions in the Prospectus in connection with the Listing. EYP will therefore be liable as an expert named in the Prospectus for the purpose of the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance as if they are experts who have consented for their expert reports to be included in the Prospectus. Therefore, investors in Hong Kong will not be prejudiced in terms of recourse for any breach of duties by the reporting accountants under the laws of Hong Kong in any material respect.
(Note: Since 24 December 2019, EYP has become recognized as a public interest entity auditor.)
Updated on 30
March 2021
5. DEALING IN SECURITIES BY CONNECTED PERSON FROM FOUR CLEAR BUSINESS DAYS BEFORE HEARING UNTIL LISTING
Pursuant to Rule 9.09(b) of the Listing Rules, there must be no dealing in the securities for which listing is sought by any connected person of the issuer from four clear business days (as defined in the Listing Rules) before the expected hearing date until the listing is granted.
As a publicly listed company in Australia prior to Delisting and Listing, save for the Shareholders who are the Directors, the Company has no control over the investment decision of any Shareholders, including the substantial shareholders or their close associates or public investors in general, nor is it in a position to be fully aware of the dealing in the Shares of the Shareholders. The Company therefore does not contemplate that it is within the control to satisfy the strict requirement under Rule 9.09(b) of the Listing Rules. It would also be unfair to the Company if non-compliance by any Shareholders or their respective close associates with the securities dealing restrictions under Rule 9.09(b) of the Listing Rules were to jeopardise the Listing.
The Company will communicate with the existing substantial shareholders and inform them of the requirement under Rule 9.09(b) of the Listing Rules. However, it is unfeasible for the Company to inform the future substantial shareholders and their respective close associates of such requirement under the Listing Rules.
The Company had therefore applied for and the Stock Exchange had granted the Company a waiver from strict compliance with Rule 9.09(b) of the Listing Rules subject to the following:
(a) the waiver is only applicable to future substantial shareholders and their respective close associates whose investment decisions the Company does not have control over and they have not, or will not be involved in the Group's management and operations or the Listing;
(b) the Company shall procure that none of the Directors and senior management and their close associates deals in the Shares from four clear Business Days before the expected hearing date until Listing is granted;
(c) the Company shall notify the Stock Exchange of any dealing or suspected dealing in the Shares by any core connected persons;
(d) the Company shall release inside information to the public as required by relevant laws, rules and regulations applicable to the Company so that anyone who may deal in the Shares as a result of this waiver will not be in possession of non-public inside information; and
(e) for any person who, as a result of dealing in the Shares from the date which is four clear Business Days before the listing hearing date until listing is granted, becomes a substantial shareholder (the "Potential New Substantial Shareholder"), The Company shall:
(i) procure that such Potential New Substantial Shareholder will not be involved in the Group's management and operations or the Listing and would not become a Director or a member of the senior management of the Group after Listing; and
(ii) confirm that the Company and its management have not had control over the investment decisions of such Potential New Substantial Shareholder or its close associates.
B. SHAREHOLDERS RIGHTS
Set out below is a summary of certain provisions of the Constitution of the Company and salient provisions of certain laws of Australia applicable to an Australian incorporated company.
The Company was incorporated in Western Australia on 23 April 1990 under the Companies (Western Australia) Code under the name Torum Mining N.L. as a no liability company and was registered in Western Australia. The Company's name was changed from Torum Mining N.L. to Dragon Mining N.L. on 5 July 1990. On 19 September 1990, the Company was listed and began trading on the ASX under the stock code "DRA". The Directors believe the founders were geologists with extensive experience in mining and exploration. The founders are no longer with the Company. On 16 February 2007, the Company changed its corporate structure from that of a public no liability company to a public company limited by shares and traded as "Dragon Mining Limited" from then on.
1. CLASSES OF SHARES
Pursuant to the Constitution, the Company may issue any Shares with or without preferential, deferred, qualified or special rights, privileges or conditions as the Directors may think fit. When the Company issues Shares which do not carry voting rights, the words "non-voting" shall appear in the class name of such Shares. Whilst the share capital includes Shares with different voting rights, the class name of each class of Shares, other than those with the most favourable voting rights, must include the words "restricted voting" or "limited voting".
2. PRE-EMPTIVE RIGHTS ON NEW ISSUES OF SHARES
Under the Australian Corporations Act, Shareholders do not have any right to be offered any Shares which are being newly issued for cash before those Shares can be offered to non-Shareholders.
3. ALTERATION OF SHARE CAPITAL
The Board may do anything which it considers desirable to give effect to any resolution or other action authorising or effecting the alteration of the share capital of the Company or the variation or abrogation of rights attaching to any class of Shares or to adjust the rights of all parties and, in particular, may (without limitation):
(a) round or disregard any fraction of Shares or any fractional entitlement; and
(b) determine that as between the holders of Shares or other entitlements one or more of them has a preference or special advantage as regards dividend, capital, voting or otherwise.
4. BUY-BACKS
Subject to compliance with the Australian Corporations Act and the Listing Rules, there are no restrictions on reducing the Company's share capital or share buy-backs.
5. VOTING RIGHTS
The Australian Corporations Act states that:
• a member of the Company who is entitled to attend and cast a vote at a meeting of the members may appoint any person or corporate representative as that member's proxy to attend and vote for that member at the meeting; and
• a proxy appointed to attend and vote for a member has the same rights as the member that appointed that proxy, to speak and vote at the meeting and join in a demand for a poll.
Articles 16 and 17 of the Constitution contain practical rules about entitlements to attend and vote (including by proxy) which reflect the above statutory position.
6. DISTRIBUTION OF ASSETS ON A WINDING-UP
The Constitution provides that if the Company is wound up and after distribution of assets to repay the paid-up capital, there remain assets available for distribution to members (in that capacity), those assets will be distributed:
(a) to members in relation to each class of Shares in accordance with the respective rights to those assets established by the terms of issue of each class of the Shares; and
(b) so that (to the greatest possible extent), in relation to each class of Shares, the amount distributed to the members holding Shares of that class is distributed in the proportions which the amounts paid (including any amounts credited) on the Shares of a member is of the total amounts paid and payable (including amounts credited) on the Shares of all members in that class of Shares,
except that a member who is in arrears in payment of any call, but whose Shares (of whatever class) have not been actually forfeited, is not entitled to share in that distribution until the amount owing in respect of the call has been fully paid and satisfied.
7. TRANSFER OF SHARES
Subject to the Constitution and the Listing Rules, a member may transfer all or any of the member's Shares by an instrument in writing in the usual or common form or in such other form as the board may accept. Article 9.1 of the Constitution provides that except where permitted by the Stock Exchange of Hong Kong Limited, there is no restriction on the transfer of Shares. The board may decline to register a transfer of shares where to do so would contravene the Listing Rules and must do so when required by law (including the Listing Rules).
8. VARIATION OF RIGHTS
If at any time the issued Shares are divided into different classes, the rights attached to any class of Shares (unless the terms of issue of that class otherwise provide) may only be varied or abrogated with either:
• the consent in writing of the holders of 75% of the issued Shares of that class; or
• the sanction of a special resolution passed at a separate meeting of the holders of Shares of that class.
9. DIRECTORS' INTERESTS IN MATTERS
Each Director must declare and disclose a material interest to the Board as required by the Australian Corporations Act at the first meeting of the Board after the Director becomes a Director or at the first meeting of the board after the Director becomes aware of the facts which give rise to the material interest, or at the meeting of the board at which the question of entering into the contract or arrangement which gives rise to that material interest is first considered, whichever is the earlier.
10. RESTRICTIONS ON DIRECTORS VOTING
A Director (including any Alternate Director) who has a material personal interest (directly or indirectly) in a matter that is being considered at a meeting of the Directors will only be excluded or prohibited from voting on the matter, being counted in a quorum for the purposes of the meeting or being present while the matter is being considered, if the Director is so prohibited or excluded under the Australian Corporations Act.
This is unless the matter being considered relates to any contract or arrangement or any other proposal in which the Director or any of his or her close associates has a material personal interest, in which case such Director (including any Alternate Director) will be excluded from voting on that matter and being counted in a quorum for the purposes of that meeting.
11. DISPOSAL OF ASSETS
The Australian Corporations Act contains no specific restrictions on the powers of directors to dispose of the assets of a company. However, in exercising those powers, the directors must discharge their duties of care to act in good faith, for a proper purpose and in the best interests of the Company as required under directors' duties in Chapter 2D of the Australian Corporations Act and fiduciary obligations under general law in Australia.
The Company cannot give a financial benefit to a related party of the Company without Shareholder approval, unless one of the exceptions specified in Chapter 2E of the Australian Corporations Act applies. A related party is defined in section 228 of the Australian Corporations Act, which includes a director of the Company or a person or entity related to a director.
12. RECONSTRUCTIONS
There are statutory provisions under Australian law which facilitate certain reconstructions and amalgamations approved by:
• a majority in number of the members present and voting; and
• 75% of the votes cast on the resolution.
Such reconstructions or amalgamations must also be approved by order of an Australian court.
13. WINDING UP
The board of the Company may authorise the presentation of a petition for the winding up of the Company by the court.
14. TAKEOVER REGULATION
The takeovers provisions in Chapter 6 of the Australian Corporations Act apply to certain dealings in the Shares. Those provisions apply to listed companies and unlisted companies with more than 50 members.
The Australian Corporations Act prohibits a person acquiring a ''relevant interest'' (basically power to vote or dispose of the share) in the voting shares in a company incorporated in Australia to which Chapter 6 of the Australian Corporations Act applies if, as a result, the ''voting power'' of the acquirer (or any other person) would:
• increase from 20% or below to more than 20%; or
• increase their voting power if that person already holds more than 20% but less than 90% of the voting power in that company.
This is unless an exception applies. These exceptions include acquisitions:
• under a formal takeover offer in which all Shareholders can participate;
• with the approval of the Shareholders given at a general meeting of the Company; and
• in 3% increments every six months (provided that the acquirer has had voting power of at least 19% in the target company for at least six months).
A person who has made a takeover bid where at the end of the offer period that person (and its associates) have a relevant interest in 90% or more of the issued shares and acquired 75% or more (by number) of shares held by other shareholders, may compulsorily acquire any remaining shares it does not hold at the same price offered under the bid, within one month after the end of the offer period. Even if a takeover bid has not been made, a person who otherwise lawfully acquires a relevant interest in 90% or more of the issued shares is able to acquire the remaining shares for fair value (confirmed by an independent expert), within six months after the person first acquires an interest in 90% or more of the issued shares.
Under the Australian Foreign Acquisition and Takeovers Act 1975 (Cth) and accompanying regulations, proposed acquisitions by foreign persons may require the prior approval of the Treasurer of Australia (advised by the Foreign Investment Review Board).
15. SHAREHOLDERS PROTECTIONS
The Company was incorporated in Australia and is subject to the Australian Corporations Act and other applicable laws and regulations in Australia. Set out below is a discussion on the key shareholders' protection standards offered under the Constitution and the Australian laws and regulations that the Company considers material to the Shareholders and potential investors and as required under the Joint Policy Statement.
15.1 Matters requiring a Super-Majority Vote
The Joint Policy Statement requires the following matters to be approved by a super- majority vote of the shareholders:
• changes to the rights attached to any class of shares of an overseas company (vote by members of that class);
• material changes to an overseas company's constitutive documents, however framed; and
• voluntary winding up of an overseas company.
Under the Australian Corporations Act, there is a "special resolution" voting threshold for certain matters, which is effectively a 75% approval threshold. Under the Australian Corporations Act and the Constitution, a special resolution of members is required to approve:
• changes to the rights attached to any class of shares;
• any modification to, or repeal of, the Constitution; and
• where the Company is being wound up by the Court or voluntarily.
15.2 Meanings of a Super-Majority Votes
The Joint Policy Statement requires a super-majority vote to mean at least a two-third majority where an overseas company has a low quorum requirement. When an overseas company's threshold for deciding the matters in the paragraph headed ''Matters requiring a Super-Majority Vote'' above is a simple majority only, these matters must be decided by a significantly higher quorum.
Under section 9 of the Australian Corporations Act, a special resolution means a resolution of which notice has been given in accordance with certain prescribed rules and that it has been passed by at least 75% of the votes cast by members entitled to vote on that resolution.
15.3 Variation of rights
The Constitution provides that a special resolution or the consent in writing of 75% of those in a class is required to approve a variation of rights of that class of shares. The Constitution also provides that a quorum of shareholders who hold at least one third of the issued shares of the relevant class of shares present in person or by proxy and entitled to vote is required to form a quorum of all general meetings of that class.
15.4 Changes to the Constitution
Section 136(2) of the Australian Corporations Act and the Constitution provides that a special resolution of Shareholders is required for any modification to, or repeal of, the Constitution. The Constitution also provides that no rule shall be rescinded, altered or amended and no new rule shall be made until the same has been approved by a special resolution.
15.5 Individual Members to Approve Increase in Members' Liability
The Joint Policy Statement requires that there should not be any alteration in an overseas company's constitutional document to increase an existing member's liability to the company unless such increase is agreed by such member in writing.
Under section 140(2)(b) of the Australian Corporations Act, unless a member of the Company agrees in writing to be bound, that member will not be bound by any alteration of the Constitution made after the date on which they became a member, if and to the extent that alteration increases the member's liability to contribute to the share capital of, or otherwise to pay money to, the Company.
15.6 Appointment of Auditors
The Joint Policy Statement requires that the appointment, removal and remuneration of auditors must be approved by a majority of an overseas company's members or other body that is independent of the board of directors, for example the supervisory board in systems that have a two tier board structure. Australian law does not require two tier board structures.
The Constitution provides that the members of the Company may, at any general meetings, convened and held in accordance with the Constitution, remove the auditors by special resolution at any time before the expiration of the term of office and shall, by ordinary resolution, at that meeting appoint new auditors in its place for the remainder of the term.
15.7 Appointment
Section 327B(1) of the Australian Corporations Act provides that a public company must appoint an auditor at its first annual general meeting and must appoint an auditor to fill any vacancy in the office of auditor at each subsequent annual general meeting. Appointments are made by way of a resolution passed by a simple majority of members.
15.8 Removal
Section 329(1) of the Australian Corporations Act provides that an auditor of the company may be removed by simple majority resolution of the members of a company at a general meeting, provided notice of intention to move the resolution is given to the company at least two months before the meeting.
15.9 Remuneration
Section 250R(1) of the Australian Corporations Act provides that the business of an annual general meeting may include the consideration of the annual financial report, directors' report and auditor's report, the election of directors, the appointment of the auditor, and the fixing of the auditor's remuneration. However, there is no requirement under the Australian Corporations Act for the auditor's remuneration to be approved by a majority of members. It is a matter for the Board of directors under Australian law.
15.10 Annual General Meetings
The Joint Policy Statement requires that an overseas company is required to hold a general meeting each year as its annual general meeting. Generally, not more than 15 months should elapse between the date of one annual general meeting of the overseas company and the next.
Section 250N of the Australian Corporations Act provides that the Company must hold an annual general meeting at least once in each calendar year and within five months after the end of its financial year.
15.11 Notice of General Meetings
The Joint Policy Statement requires that an overseas company must give its members reasonable written notice of its general meetings.
Section 249H(1) of the Australian Corporations Act provides that a company must give at least 28 days' notice of a meeting of members. However, the Company may call, on shorter notice, (i) an annual general meeting, if all the members entitled to attend and vote at the annual general meeting agree beforehand; and (ii) any other general meeting, if members with at least 95% of the votes that may be cast at the meeting agree beforehand. An Australian listed company is required to give at least 28 days' notice of meeting of members. The Constitution provides that an annual general meeting shall be called by notice of not less than 28 clear days and not less than 20 clear business days. All other general meetings shall be called by notice of not less than 28 clear days and not less than ten clear business days.
15.12 Rights to speak and vote at the General Meetings
The Joint Policy Statement requires that all members must have the right to speak and vote at a general meeting, except in cases where a member is required by the Hong Kong Listing Rules to abstain from voting to approve the transaction or arrangement (e.g. the member has a material interest in the transaction or arrangement).
Under the Australian Corporations Act, written notice of a meeting of a company's members must be given individually to each member entitled to vote at the meeting and to each director. A notice of meeting must set out, among other things, the time, date and place of the meeting and the general nature of the meeting's business. Section 250 of the Australian Corporations Act also provides that the chair at an annual general meeting must allow reasonable opportunity for the members as a whole at the meeting to ask questions about or make comments on the management of the company.
The Constitution provides that each member is entitled to notice of each general meeting and to be present and to speak at that general meeting.
15.13 Proxies or Corporate Representatives
The Joint Policy Statement requires that a recognised Hong Kong clearing house must be entitled to appoint proxies or corporate representatives to attend general meetings and creditors meetings. These proxies/corporate representatives should enjoy statutory rights comparable to those of other shareholders, including the right to speak and vote.
The Australian Corporations Act does not contain any provision to the effect that a recognised clearing house would be prohibited from appointing proxies/corporate representatives. Article 17.1(b) of the Constitution expressly gives Hong Kong Securities Clearing Company Limited the right to appoint a proxy.
The Constitution also provides that any voting member shall be entitled to appoint another person as his proxy to attend a general meeting and vote instead of him or her at that meeting. A voting member who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. In addition, a proxy or proxies representing either a Voting Member who is an individual or a Voting Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Voting Member could exercise.
C. WITHHOLDING TAX
1. TAXATION
The following taxation summary is based on the tax laws in Australia and Hong Kong in force and the administrative practices of the Australian and Hong Kong tax authorities as at the Latest Practicable Date. During the period of ownership of the Shares by investors, the taxation laws of Australia and Hong Kong, or their interpretation, may change (possibly with retroactive effect).
Australian and Hong Kong tax laws are complex. This summary is general in nature and is not intended to be an authoritative or complete statement of all potential tax implications for each investor or relied upon as tax advice. The precise implications of ownership or disposal will depend upon each investor's specific circumstances. Investors should seek their own professional advice on the taxation implications of holding or disposing of the Shares, taking into account their specific circumstances. No conclusion should be drawn with respect to issues not specifically addressed by this summary.
The below summary assumes that the Company continues to be an Australian tax resident.
2. AUSTRALIAN TAX OBLIGATIONS RELATING TO THE OFFER SHARES
Shareholders who acquired Offer Shares at the time of Listing on the Stock Exchange should note the Australian tax implications relating to the Offer Shares as to the followings:
Taxation of dividends
Dividends will have different tax implications depending on the tax residency of the Shareholder. For more details of the tax implications of dividends for Australian
Shareholders, please refer to Appendix VII to the Prospectus.
Shareholders who take up Offer Shares
The consideration, plus any incidental costs such as brokerage, paid by Shareholders who take up the Offer Shares will form the cost base for any future disposal.
The capital gain tax implications for any future disposal by these Shareholders will be based upon their tax residency status. For more details of the capital gain tax implications for the Shareholders who are Australian, please refer to Appendix VII to the Prospectus.
Stamp duty
An acquisition of Offer Shares by a Shareholder alone or with one or more associates or related persons (as defined in the relevant stamp duties legislation) such that the Shareholder alone or with such associates or related persons does not hold an interest of 90% (or 50% in certain circumstances) or more in the Company, will not be subject to stamp duty.
Estate duty and inheritance tax
Australia does not currently impose taxation in the nature of estate duty or inheritance tax.
3. HONG KONG TAX OBLIGATIONS RELATING TO THE OFFER SHARES
Shareholders who acquired Offer Shares at the time of Listing on the Stock Exchange should note the Hong Kong tax the implications relating to the Offer Shares as to the followings:
Taxation of dividends
No tax is payable in Hong Kong in respect of dividends.
Taxation on gains from sale
No tax is imposed in Hong Kong in respect of gains from the sale of the Shares, unless a Shareholder is deemed to be carrying on a business of trading or dealing in securities in
Hong Kong.
Stamp duty
The subscription of the Offer Shares will not attract stamp duty as the Public Offer is not a transfer. The subsequent transfer of the Shares on the Stock Exchange will be subject to stamp duty at a rate of 0.1% for each of the transferor and transferee.
Estate duty
Hong Kong does not currently impose taxation in the nature of estate duty or inheritance tax.
D. CONSTITUTIONAL DOCUMENTS
Constitution of DRAGON MINING LIMITED
(ACN 009 450 051)
APPROVED BY SHAREHOLDERS ON 2 MAY 2017
EFFECTIVE ON AND FROM THE LISTING DATE ON THE STOCK
EXCHANGE OF HONG KONG LIMITEDCONTENTS
RULE
Page
CONTENTS
i
1. PRELIMINARY
1.1 DEFINITIONS
1.2 CORPORATIONS ACT DEFINITIONS AND SECTION ETC
1.3 GENERAL INTERPRETATION
1.4 HEADINGS ETC
1.5 LISTING
1.6 DISPLACEMENT OF REPLACEABLE RULES
1.7 VOTING ENTITLEMENTS AND THE SPECIFIED TIME
1
1
5
5
7
7
7
7
2. SHARES
2.1 CONTROL OF BOARD
2.2 CLASS OF SHARES
2.3 PREFERENCE AND REDEEMABLE PREFERENCE SHARES
2.4 APPLICATIONS FOR SHARES
8
8
8
8
9
3. CERTIFICATES
3.1 CERTIFICATES OF TITLE
3.2 ENTITLEMENT OF MEMBER TO CERTIFICATE
3.3 CERTIFICATE NOT REQUIRED
3.4 CERTIFICATE FOR JOINT HOLDERS
9
9
9
10
10
4. REGISTER
4.1 JOINT HOLDERS
4.2 RECOGNITION OF TRUSTS
4.3 OVERSEAS REGISTER
4.4 CLOSURE OF REGISTER
4.5 INSPECTION OF REGISTER
10
10
11
11
11
11
- i -
5. CALLS ON SHARES 12
5.1 CALLS MADE BY BOARD 12
5.2 TERMS OF CALL 12
5.3 TIME OF CALL 12
5.4 NOTICE OF CALL 12
5.5 PAYMENT OF A CALL 13
5.6 RECOVERY OF A CALL 13
5.7 NO RIGHTS WHERE CALL UNPAID 14
5.8 DIFFERENCES IN TERMS OF ISSUE 14
5.9 FIXED PAYMENTS 14
5.10 AMOUNT OF CALL UNPAID 15
5.11 WAIVER OF INTEREST OR EXPENSES 15
5.12 PREPAYMENT OF CALLS 15
6. FORFEITURE OF SHARES 16
6.1 FORFEITURE PROCEDURE 16
6.2 NOTICE OF FORFEITURE 16
6.3 EFFECT OF FORFEITURE 17
6.4 SALE OR REISSUE OF FORFEITED SHARES 17
6.5 CANCELLATION OF FORFEITED SHARES 17
6.6 PROOF OF FORFEITURE 17
6.7 WAIVER OR CANCELLATION OF FORFEITURE 18
7. LIEN 18
7.1 LIEN FOR MEMBER'S DEBTS 18
7.2 LIEN ON PAYMENTS REQUIRED TO
BE MADE BY THE COMPANY 18
7.3 EXTENT OF LIEN 19
7.4 WAIVER BY BOARD 19
7.5 SALE UNDER LIEN 19
7.6 PROTECTION OF LIEN 20
8. ALTERATION OF CAPITAL, SHARES AND RIGHTS 20
8.1 ALTERATION OF CAPITAL 20
8.2 ADDITIONAL RIGHTS 20
8.3 REDUCTION OF CAPITAL AND SHARE BUY-BACKS 21
8.4 VARIATION OF RIGHTS 21
8.5 ADJUSTMENTS 22
9. TRANSFER OF SHARES 22
9.1 MODES OF TRANSFER 22
9.2 DISCLOSURE OF BENEFICIAL OWNERS 23
9.3 TRANSFER BY INSTRUMENT 23
9.4 FREE REGISTRATION 23
9.5 RESTRICTIONS ON TRANSFER 24
9.6 NOTIFICATION OF REFUSAL TO REGISTER 24
9.7 TRANSFEROR REMAINS MEMBER 24
9.8 RETENTION OF INSTRUMENTS 24
9.9 POWERS OF ATTORNEY 24
10. TRANSMISSION OF SHARES 25
10.1 TRANSMISSION GENERALLY 25
10.2 JOINT HOLDERS' TRANSMISSION 26
11. GENERAL MEETINGS 26
11.1 CONVENING OF GENERAL MEETING 26
11.2 NOTICE OF GENERAL MEETING 26
11.3 OMISSION TO GIVE NOTICE 27
11.4 CANCELLATION OR POSTPONEMENT OF MEETING 27
11.5 ADJOURNMENT OF MEETING 28
11.6 BUSINESS AT ADJOURNED MEETING 28
11.7 NOTICE OF ADJOURNED MEETING 28
12. PROCEEDINGS AT GENERAL MEETINGS 28
12.1 REPRESENTATION OF MEMBERS 28
12.2 QUORUM 29
12.3 FAILURE OF QUORUM 29
12.4 CHAIRMAN 29
12.5 CHAIRMAN ABSENT 29
12.6 CHAIRMAN DISQUALIFIED 30
12.7 RESPONSIBILITIES OF CHAIRMAN 30
12.8 METHOD OF VOTING 31
12.9 DEMAND FOR POLL 31
12.10 NO POLL ON ELECTION OF CHAIRMAN 32
12.11 EFFECT AND WITHDRAWAL OF DEMAND FOR POLL 32
12.12 VOTES ON SHOW OF HANDS 32
12.13 CONDUCT OF POLL 33
12.14 RESOLUTIONS DETERMINED BY MAJORITY 33
12.15 CASTING VOTE OF CHAIRMAN 34
12.16 VOTING RESTRICTIONS 34
13. ENTITLEMENTS TO ATTEND AND VOTE 34
13.1 ENTITLEMENT TO NOTICE AND TO ATTEND 34
13.2 ENTITLEMENT TO VOTE 35
13.3 VOTE OF BODY CORPORATE AND CLEARING HOUSE 35
13.4 VOTE OF TRANSMITTEE 36
13.5 VOTE OF MEMBER OF UNSOUND MIND 36
13.6 JOINT HOLDERS' VOTES 37
13.7 APPOINTMENT OF PROXY 37
13.8 EFFECT OF INCOMPLETE PROXY FORM 38
13.9 EFFECT OF THE APPOINTMENT 38
13.10 ATTORNEYS - DEPOSIT OF INSTRUMENTS 38
13.11 EFFECT OF DEATH ETC OF MEMBER 38
13.12 PRESENCE OF MEMBER 39
13.13 RULING ON ENTITLEMENTS AND VOTES 39
14. DIRECTORS 39
14.1 NUMBER OF DIRECTORS 39
14.2 CONTINUING DIRECTORS 40
14.3 COMPULSORY RETIREMENT 40
14.4 SELECTION OF ROTATING DIRECTORS 40
14.5 QUALIFICATION OF DIRECTORS 41
14.6 CASUAL VACANCY 41
14.7 NUMBER OF DIRECTORS AND ADDITIONAL DIRECTORS 41
14.8 REMOVAL OF DIRECTOR 41
14.9 APPOINTMENT AT AGM 42
14.10 NOTICE OF NOMINATION 42
14.11 VACATION OF OFFICE 42
14.12 LESS THAN MINIMUM NUMBER OF DIRECTORS 43
15. DIRECTORS' REMUNERATION 43
15.1 FEES OF NON-EXECUTIVE DIRECTORS 43
15.2 ADDITIONAL REMUNERATION FOR EXTRA SERVICES 44
15.3 EXPENSES OF DIRECTORS 44
16. DIRECTORS' MATERIAL INTERESTS 44
16.1 PURPOSE OF RULE 16 44
16.2 DEFINITION OF MATERIAL INTEREST 45
16.3 DECLARATION OF DIRECTOR'S MATERIAL INTEREST 47
16.4 MANNER OF DECLARATIONS 48
16.5 RECORDING OF DECLARATIONS 48
16.6 CONSEQUENCE OF MATERIAL INTEREST 48
16.7 NON-MATERIAL INTERESTS AND BOARD APPROVAL OF
MATERIAL INTERESTS 49
16.8 LIMIT ON BOARD APPROVAL 49
16.9 VOTING RESTRICTIONS 50
16.10 DIRECTOR MAY HOLD OFFICE OF COMPANY 50
16.11 EXECUTION OF INSTRUMENTS 50
16.12 APPLICATION TO ALTERNATE DIRECTORS 50
16.13 RESTRICTION ON LOANS TO DIRECTORS 51
17. ALTERNATE DIRECTORS 51
17.1 POWER TO APPOINT ALTERNATE DIRECTOR 51
17.2 METHOD OF APPOINTMENT 51
17.3 TERMINATION OF APPOINTMENT 51
17.4 ENTITLEMENTS OF ALTERNATE DIRECTOR 52
18. MANAGING DIRECTOR AND OTHER EXECUTIVE DIRECTORS 52
18.1 APPOINTMENT OF MANAGING DIRECTOR 52
18.2 TERMINATION OF APPOINTMENT OF MANAGING DIRECTOR 52
18.3 REMUNERATION OF EXECUTIVE DIRECTORS 53
18.4 POWERS OF EXECUTIVE DIRECTORS 53
19. POWERS OF THE BOARD 53
19.1 POWERS GENERALLY 53
19.2 APPOINTMENT OF ATTORNEY 54
19.3 CONTENTS OF POWER OF ATTORNEY 54
20. PROCEEDINGS OF THE BOARD 54
20.1 QUORUM 54
20.2 NOTICE OF MEETING 54
20.3 PERIOD OF NOTICE 55
20.4 CONVENING BOARD MEETINGS 55
20.5 APPOINTMENT OF CHAIRMAN 55
20.6 CHAIRMAN OF BOARD MEETINGS 55
20.7 MAJORITY DECISIONS 56
20.8 VOTES OF DIRECTORS 56
20.9 EXERCISE OF POWERS BY BOARD 56
20.10 DELEGATION TO COMMITTEE 57
20.11 COMMITTEE POWERS AND MEETINGS 57
20.12 WRITTEN RESOLUTION OF DIRECTORS 58
20.13 SEVERAL DOCUMENTS SUFFICE 58
20.14 VALIDITY OF ACTS OF DIRECTORS 59
21. ASSOCIATE DIRECTORS 59
21.1 APPOINTMENT OF ASSOCIATE DIRECTORS 59
21.2 POWERS OF ASSOCIATE DIRECTORS 59
22. SECRETARY 60
22.1 APPOINTMENT OF SECRETARY 60
23. COMPANY ADMINISTRATION 60
23.1 MINUTES 60
23.2 SIGNATURE OF MINUTES 60
23.3 CUSTODY OF COMMON SEAL 60
23.4 USE OF COMMON SEAL 61
23.5 MODE OF EXECUTION BY COMMON SEAL 61
23.6 CERTIFICATE SEAL 61
23.7 AFFIXING THE CERTIFICATE SEAL 62
23.8 EFFECT OF CERTIFICATE SEAL 62
23.9 EXECUTION OF BILLS AND CHEQUES 62
23.10 ACCOUNTING RECORDS 63
23.11 APPOINTMENT, REMOVAL AND REMUNERATION OF AUDITOR 63
23.12
UNTRACEABLE MEMBERS 64
24. RESERVES 64
25. DIVIDENDS AND OTHER DISTRIBUTIONS 64
25.1 DETERMINATION OF DIVIDENDS 64
25.2 NO INTEREST ON DIVIDENDS 65
25.3 PAYMENT OF DIVIDEND IN SPECIE 65
25.4 CAPITALISATION OF PROFITS OR RESERVES 65
25.5 SHARE PLANS GENERALLY 65
25.6 KINDS OF SHARE PLANS 66
25.7 POWERS CONCERNING SHARE PLANS 66
25.8 CALCULATION OF ENTITLEMENT 66
25.9 RETENTION OF DIVIDENDS 66
25.10 SETTLEMENT OF DIFFICULTIES 67
25.11 ENTITLEMENT TO DIVIDEND PENDING REGISTRATION 67
25.12 RETENTION OF TRANSMITTEE'S DIVIDENDS 68
25.13 JOINT HOLDERS' ENTITLEMENT TO DIVIDEND 68
25.14 PAYMENT OF DIVIDENDS 68
25.15 NOTIFICATION OF DIVIDENDS 68
25.16 UNCLAIMED DIVIDEND 69
26. NOTICES 69
26.1 APPLICATION 69
26.2 AUSTRALIA 69
26.3 HOW TO SERVE 69
26.4 MEMBERS' ADDRESSES 70
26.5 SENDING NOTICES BY POST TO OVERSEAS MEMBERS 70
26.6 WHEN NOTICES SENT BY POST RECEIVED 70
26.7 MEMBERS' FAX NUMBERS AND E-MAIL ADDRESSES 70
26.8 SERVICE BY FAX 71
26.9 SERVICE BY E-MAIL 71
26.10 NOTICES TO JOINT HOLDERS 71
26.11 NOTICES WHEN MEMBER DIES 71
26.12 BINDING ON TRANSFEREES 71
26.13 SIGNATURE OF NOTICE 72
26.14 COUNTING DAYS 72
26.15 CERTIFICATE OF DIRECTOR OR SECRETARY 72
26.16 DEEMED SERVICE OF NOTICES 72
27. INSPECTION AND SECRECY 73
27.1 NO RIGHT TO INSPECT 73
27.2 BOARD MAY PERMIT INSPECTION 73
27.3 OBLIGATION OF SECRECY 73
28. WINDING UP 73
28.1 POWER OF BOARD 73
28.2 DISTRIBUTION IF INSUFFICIENT ASSETS 74
28.3 DISTRIBUTION OF SURPLUS ASSETS 74
28.4 DISTRIBUTION IN SPECIE 75
28.5 VESTING IN TRUSTEE 75
29.
SCHEDULE 1
SCHEDULE 2
SCHEDULE 3
SCHEDULE 4
76 | ||
29.1 | INDEMNITY OF OFFICERS | 76 |
29.2 | SPECIFIC INDEMNITIES | 76 |
29.3 | FURTHER POWER TO INDEMNIFY | 76 |
29.4 | FORMER OFFICER | 77 |
29.5 | GENERAL AUTHORISATION | 77 |
29.6 | FAILURE TO DISCLOSE INTERESTS | 77 |
29.7 | GENERAL RULES OF THE CENTRAL CLEARING AND | |
SETTLEMENT SYSTEM | 77 | |
29.8 | AMENDMENT TO THIS CONSTITUTION AND | |
CHANGE OF COMPANY NAME | 77 | |
78 | ||
79 | ||
83 | ||
85 |
MISCELLANEOUS
CONSTITUTION OF DRAGON MINING LIMITED
(adopted by special resolution passed on 2 May 2017)
1. PRELIMINARY
1.1 Definitions
In this constitution, unless the context calls for another meaning:
"Act" means the Corporations Act 2001 (Cth) as it applies to the Company for the time being;
"Alternate Director" means a person appointed as an alternate director under rule 17;
"AGM" means a general meeting held as required by section 250N;
"Appointor" means, in respect of an Alternate Director, the Director who appoints that Alternate Director under rule 17;
"Associate Director" means a person appointed as an associate director under rule 21;
"Auditor" means the auditor of the Company from time to time;
"Board" means the Directors acting collectively under this constitution;
"Business Day" means:
(a) where the Company is Listed - a day that is a "business day" for the purposes of the Listing Rules; and
(b) otherwise - a day on which banks in Hong Kong are generally open for normal banking business and which is not a Saturday, Sunday or public holiday in Hong
Kong;
"Certificate Seal" means the duplicate common seal referred to in rule 23.6;
"Chairman" means the person appointed as chairman of the Board under rule 20.5 from time to time;
"Clearing House" means a clearing house recognised by the laws of the jurisdiction in which the Shares of the Company are listed or quoted with the permission of the Company on a stock exchange in such jurisdiction;
"Close Associate(s)" shall have the meaning as defined in the Listing Rules;
"Common Seal" means the common seal of the Company;
"Company" means the company named above, whatever its name may be at the relevant time;
"Deputy Chairman" means the person appointed as deputy chairman of the Board under rule 20.5 from time to time;
"Director" means a person appointed as a director for the time being of the Company (including an Alternate Director but not an Associate Director);
"Dividend" means any distribution to Members in relation to Shares as a dividend of any property (including, without limitation, money and paid up shares or other marketable securities of the Company or of any other body corporate) and includes a bonus;
"Exchange" means The Stock Exchange of Hong Kong Limited;
"Executive Director" means the Managing Director and any other Director who is an employee of the Company or a related body corporate of the Company;
"Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China;
"Listed": see rule 1.5;
"Listing Rules" means the Rules Governing the Listing of Securities on the Exchange as in force in relation to the Company at the relevant time for so long as the Company is Listed and except to the extent of any express written waiver by the Exchange;
"Managing Director" means the person (if any) appointed as the managing director of the Company under rule 18;
"Member" means a person whose name is entered in the Register as the holder of a Share;
"Member's Liability" means, in respect of a Member, all money due and payable by the Member to the Company in respect of which the Company has the lien described in rule 7.1;
"Money Called" means, where payment in respect of a call is not made on the day specified for its payment, the amount of money payable in respect of that call plus, subject to rule 5:
(a) interest on that amount at the Prescribed Rate from that day until the earlier of payment being made or the proceeds of the re-allotment, sale or disposal of the Share under rule 6.1 being received by the Company; and
(b) all costs and expenses incurred by the Company because payment was not made on that day;
"Ordinary Resolution" means a resolution of a general meeting of Members other than a Special Resolution;
"Prescribed Rate", for a particular period, means:
(a) the rate prescribed by the Board for the period for the rule in which the expression appears; or
(b) if no rate is so prescribed - 10% a year;
"Register" means the register of members kept pursuant to the Act (including any computerised or electronic sub-register or branch register);
"Registration Office" means such place or places in Hong Kong where the Board from time to time determines to keep a branch Register in respect of that class of share capital and where (except in cases where the Board otherwise agrees) transfers of other documents of title for Shares are to be lodged for registration and are to be registered;
"Secretary" means a person appointed as a secretary of the Company from time to time (including any person appointed to perform the duties of a secretary temporarily);
"Share" means a share in the capital of the Company;
"Specified Time" means, in relation to a general meeting, the time determined by the Board (either generally or for a particular meeting) which is not more than 48 hours before the meeting, or if the Board has not done so for the meeting, the earliest such time which the Board might have determined;
"Voting Member" means a Member:
(a) who is entitled to be present at a general meeting;
(b) present at the meeting in any of the ways set out in rule 12.1; and
(c) in respect of whom there is at least one item of business to be considered at the meeting on which the Member is not disqualified from voting;
"Writing" includes any mode of representing or reproducing words, figures or symbols in visible form.
1.2 Corporations Act definitions and section etc
In this constitution, unless the context calls for another meaning:
(a) words and expressions not defined in rule 1.1 mean what they mean in a similar context in the Act; and
(b) a reference to a particular Chapter, Part, Division or section, without more, is a reference to that Chapter, Part, Division or section of the Act.
1.3 General interpretation
In this constitution, unless the context calls for another meaning:
(a) a reference at a particular time to a particular statute, ordinance or subordinate legislation, or to particular provisions of a statute, ordinance or subordinate legislation
(a "written law"):
(i) is to the written law as in force at that time; and
(ii) if the written law has been replaced by another written law - is to the written law that replaces it; and
(iii) is also a reference to subordinate legislation, and the provisions of subordinate legislation, made or issued under or for the purposes of the written law;
(b) a reference at a particular time to a particular deed, document, rules or arrangement, or to any of its provisions:
(i) is a reference to it as in operation at that time; and
(ii) if the contract, document, rules or arrangement has been re-made or novated - is also a reference to it as re-made or novated;
(c) the singular includes the plural and vice versa;
(d) a reference to an individual is also a reference to any kind of legally recognised body or entity whether incorporated or not, and vice versa;
(e) a reference to a person is also a reference to the person's legal personal representative;
(f) a reference to one gender is also a reference to the other genders;
(g) a reference to a particular rule or schedule is to that rule of, or schedule to, this constitution;
(h) the schedules are all provisions of this constitution;
(i) other parts of speech or grammatical forms of an expression defined in or for the purposes of this constitution have corresponding meanings;
(j) a power to do something includes a power, exercisable in the like circumstances, to revoke or undo it;
(k) a reference to power is also a reference to authority and discretion;
(l) a reference in relation to a Share to an amount paid, unpaid or payable is to an amount in respect of both the nominal value of that Share and premium in respect of that Share and a reference to a Share being fully paid is to there being no amount unpaid in respect of that Share;
(m) a reference to currency is to Hong Kong currency;
(n) a reference to bankruptcy or winding up is also to:
(i) bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration, the appointment of an administrator and anything else that has a substantially similar effect to any of these under the law of a relevant jurisdiction; and
(ii) the procedures, circumstances and events that constitute or relate to bankruptcy or winding up as so defined.
1.4 Headings etc
Headings (including those in brackets) and notes in this constitution are not part of this constitution. They are for convenience only and do not affect interpretation.
1.5 Listing
The Company is "Listed" while, and only while, it is admitted to an official list of the Exchange.
Schedule 1 applies while, and only while, the Company is Listed.
In this constitution, a reference to the Listing Rules has effect if, and only if, at the relevant time, the Company is Listed and is otherwise to be disregarded.
1.6 Displacement of Replaceable Rules
The replaceable rules contained in the Act which would otherwise apply to the Company are displaced entirely by the rules set out in this document, which is the constitution of the Company.
1.7 Voting entitlements and the specified time
To determine, for the purposes of a particular general meeting, the persons who are Members and the numbers of Shares held by each Member, the Company must have regard only to the position disclosed by the Register at the Specified Time for the meeting.
2. SHARES
2.1 Control of Board
The Board may, subject to the Listing Rules, on behalf of the Company, allot, issue, grant options over or otherwise dispose of them to the persons, on the terms and conditions, with the rights and privileges, and at the times that the Board determines.
2.2 Class of Shares
Subject to the terms of this Constitution and the Act, the Company may issue any Shares with or without preferential, deferred, qualified or special rights, privileges or conditions as the Directors may think fit. When the Company issues Shares which do not carry voting rights, the words "non-voting" shall appear in the class name of such Shares. Whilst the share capital includes Shares with different voting rights, the class name of each class of Shares, other than those with the most favourable voting rights, must include the words "restricted voting" or "limited voting".
2.3 Preference and redeemable preference Shares
The Company may issue any Shares as preference shares including (without limitation):
(a) preference shares that are, or at the option of the Company are to be, liable to be redeemed; and
(b) preference shares including, without limitation preference shares of the kind described in paragraph (a) in accordance with the terms of schedule 2.
Schedule 2 applies.
The rights attached to preference Shares are:
(c) those set out in schedule 2; or
(d) those approved by special resolution as applicable to those Shares.
2.4 Applications for Shares
Where the Company receives an application for Shares signed, or otherwise given to the Company in accordance with the Company's instructions, by or on behalf of the applicant and the Company allots Shares to the applicant as a consequence, the application is to be treated as:
(a) an agreement by the applicant to accept those Shares;
(b) a request by the applicant for the Company to enter the applicant's name in the Register in respect of those Shares; and
(c) an agreement by the applicant that this constitution bind the applicant.
3. CERTIFICATES
3.1 Certificates of title
Subject to Rule 3.3, the Company must:
(a) issue certificates of title to marketable securities of the Company under common seal; and
(b) ensure that those certificates are,
in accordance with the Act and the Listing Rules.
3.2 Entitlement of Member to certificate
Except as provided by rule 3.4, a Member is entitled without charge to:
(a) one certificate for the marketable securities of the Company of each class registered in the Member's sole name; or
(b) where the marketable securities held by the Member are of a number in excess of the number for the time being forming a board lot for the purposes of the Exchange, several certificates each for a reasonable part of those marketable securities.
3.3 Certificate not required
Notwithstanding any other provision of this constitution:
(a) the Company need not issue a certificate, and may cancel any certificate without issuing a certificate in substitution, in respect of any marketable security of the Company in any circumstances where the law and, if the Company is Listed, the Listing Rules, permits the Company not to issue that certificate; and
(b) where paragraph (a) applies, any reference to a certificate in this constitution is to be disregarded in relation to that marketable security.
3.4 Certificate for joint holders
Where two or more persons hold any marketable securities of the Company, the Company is only required to issue the same number of certificates as if those marketable securities were held by one person and delivery of a certificate so issued to any of those persons is sufficient delivery to all of them.
4. REGISTER
4.1 Joint holders
If two or more persons are the holders of a Share, the person whose name first appears in the Register in respect of that Share is to be treated as the sole owner of the Share in relation to all matters concerning the Company (including the giving of notice) except in relation to the transfer of the Share, right to vote, receipt of Dividends and delivery of certificates.
4.2 Recognition of trusts
Except as required by law or by this constitution, the Company must treat the person whose name appears in the Register in respect of a Share as the absolute owner of that Share and, accordingly, the Company must not recognise (whether or not it has notice):
(a) that a person holds any Share on trust; or
(b) any equitable, contingent, future or partial interest in, or unit of, any Share.
4.3 Overseas Register
Subject to the Act, if the Board considers it necessary or appropriate, the Company may establish and maintain a branch Register of at such location as the Board thinks fit and the Company shall keep a branch Register in Hong Kong.
4.4 Closure of Register
Subject to the Act and the Listing Rules, the Board may close the Register and the transfer books and suspend the registration of transfers at any time or times that the Board determines, not exceeding 30 days in each year.
4.5 Inspection of Register
The Register (including any computerised or electronic sub-register or branch register) shall be open to inspection during business hours by Members without charge to Members or by any other person, upon a maximum payment of $2.50 or such lesser sum specified by the Board, at the office or such other place at which the Register is kept in accordance with the
Act.
5. CALLS ON SHARES
5.1 Calls made by Board
Subject to the Act, the Listing Rules and the terms of issue of a Share, the Board may make calls on a Member in respect of any or all of the amount unpaid on the Share held by that Member unless and to the extent that the terms of issue of the Share make that amount payable at fixed times.
5.2 Terms of call
The Board may do either or both of the following, except where the Listing Rules do not permit that thing to be done:
(a) make a call payable by instalments; and
(b) revoke or postpone any call.
5.3 Time of call
Each call is treated as having been made at the time the Board resolves to make the call.
5.4 Notice of call
(a) The Company must give Members at least 30 Business Days notice of a call.
(b) A notice of a call must be in writing and specify the amount of the call, the due date for payment, the manner in which payment of the call must be made, the consequences of non-payment of the call and any other information required by the Listing Rules.
(c) A call is not invalid if either or both a Member does not receive notice of the call or the Company accidentally does not give notice of the call to a Member.
5.5 Payment of a call
(a) A Member must pay to the Company the amount of each call made on the Member being the Money Called on the date and in the manner specified in the notice of the call.
(b) If an amount unpaid on a Share is payable, by the terms of issue of the Share or otherwise, in one or more fixed amounts on one or more fixed dates, the Member of that Share must pay to the Company those amounts on those dates.
(c) The Company may waive payment of all or any part of an amount payable under rule 5.5(a).
(d) The joint holders of a Share are jointly and severally liable for the payment of all calls due in respect of that Share.
5.6 Recovery of a call
(a) The Company may recover an amount due and payable under this rule 5.6 from a Member by:
(i) commencing legal action against the Member for all or part of the amount due;
(ii) enforcing a lien on the Share in respect of which the call was made; or
(iii) forfeiting the Share in respect of which the call was made.
(b) The debt due in respect of an amount payable under this rule 5.6 in respect of a Share is sufficiently proved by evidence that:
(i)the name of the Member sued is entered in the Register as one or more of the holders of that Share; and
(ii) there is a record in the minute books of the Company of:
(A) in the case of an amount referred to in rule 5.5(a), that amount; or
(B) in any other case, the resolution making the call.
5.7 No rights where call unpaid
In addition to all other remedies of the Company, if the time for payment of a call has passed and until the call in relation to a Share is paid or the Share in respect of which the call is made is forfeited, the Member, in respect of that Share, has no right to be present at, be counted among the quorum for, or vote, whether in person or by proxy, attorney or representative, at a general meeting of the Company.
5.8 Differences in terms of issue
The Board may, on the issue of Shares, make different arrangements with the holders of those Shares as to the amount, and times for payment of, calls in respect of those Shares.
5.9 Fixed payments
If the terms of issue of a Share provide for any amount (including, without limitation, any instalment) to be payable at a fixed time:
(a) that amount is payable at that time as if a call had been duly made in respect of it specifying that time as the time for payment of a call for that amount;
(b) the Member who holds that Share acknowledges that the amount is so payable as a call without the Company giving any further notice to that Member;
(c) the Company may give a notice drawing that Member's attention to the time at which that payment should be made; and
(d) all the other provisions of this constitution in respect of calls apply (modified as necessary) on that basis and "call" in this constitution is to be interpreted accordingly.
5.10 Amount of call unpaid
If an amount payable in respect of a call is not paid on or before the time specified for its payment, the amount of the call becomes the amount of the Money Called in respect of that call.
5.11 Waiver of interest or expenses
The Board may waive the payment of all or any part of the Money Called in respect of a call which relates to interest and other costs and expenses.
5.12 Prepayment of calls
The Board may:
(a) accept from a Member a sum representing all or a part of any amount unpaid in respect of a Share although no part of that amount is then the subject of a call;
(b) authorise the payment by the Company of interest on any sum so accepted, until that sum becomes payable, at any rate not exceeding the Prescribed Rate agreed between the Board and the Member; and
(c) except where otherwise agreed between the Member and the Company, repay the sum or any part of it.
For the avoidance of doubt, any payment in advance of a call shall not entitle a Member to receive any dividend subsequently declared or to exercise any other rights or privileges as a Member in respect of the Share or the due portion of the Shares upon which payment has been advanced by such Member before it is called up.
6. FORFEITURE OF SHARES
6.1 Forfeiture procedure
Subject to the Act and the Listing Rules, the Company may forfeit a Share of a Member by a resolution of the Directors if:
(a) that Member does not pay a call or instalment on that Share on or before the date for its payment;
(b) the Company gives that Member notice in writing:
(i) requiring the Member to pay that call or instalment, any interest on it and all expenses incurred by the Company by reason of the non-payment; and
(ii) stating that the Share is liable to be forfeited if that Member does not pay to the Company, at the place specified in the notice, the amount specified in the notice, within 10 Business Days (or any longer period specified) after the date of the notice; and
(c) that Member does not pay that amount in accordance with that notice.
6.2 Notice of forfeiture
(a) When any Share has been forfeited, the Company must:
(i) give notice in writing of the forfeiture to the Member registered as its holder before the forfeiture; and
(ii) record the forfeiture with the date of forfeiture in the Register.
(b) Failure by the Company to comply with any requirement in rule 6.2(a) does not invalidate the forfeiture.
6.3 Effect of forfeiture
(a) The forfeiture of a Share extinguishes:
(i) all interests in that Share of the former Member; and
(ii) all claims against the Company in respect of that Share by the former Member, including all Dividends determined to be paid in respect of that Share and not actually paid.
(b) A former Member of a forfeited Share must pay to the Company:
(i) all calls, instalments, interest and expenses in respect of that Share at the time of forfeiture; and
(ii) interest at the Prescribed Rate on those amounts from the time of forfeiture until and including the date of payment of those amounts.
6.4 Sale or reissue of forfeited Shares
Subject to the Act and the Listing Rules, the Company may sell, otherwise dispose of or reissue, a Share which has been forfeited on any terms and in any manner as the Directors resolve.
6.5 Cancellation of forfeited Shares
The Company may by ordinary resolution passed at a general meeting cancel a Share which has been forfeited under the terms on which the Share is on issue.
6.6 Proof of forfeiture
A certificate in writing from the Company signed by a Director or Secretary that a Share was forfeited on a specified date is sufficient evidence of:
(a) the forfeiture of that Share; and
(b) the right and title of the Company to sell, dispose or reissue that Share.
6.7 Waiver or cancellation of forfeiture
Subject to the Act and the Listing Rules, the Company may:
7.
(a) | waive any or all of its rights under rule 6; and |
(b) | at any time before a sale, disposition, reissue or cancellation of a forfeited Share, |
cancel the forfeiture on any terms as the Directors resolve. | |
LIEN |
7.1 Lien for Member's debts
The Company has a first and paramount lien on each Share (except where the Company is Listed and the Share is fully paid up) registered in a Member's name in respect of all money owed to the Company by the Member (including money payable under rule 7.2 to the extent that the Company has made a payment in respect of a liability or a requirement referred to in that rule) including any Money Called on a Share.
7.2 Lien on payments required to be made by the Company
Where at any time the law of any jurisdiction imposes or purports to impose any immediate, future or possible liability on the Company, or empowers or purports to empower any person to require the Company to make any payment, on account of a Member or referable to a Share held by that Member (whether alone or jointly) or a Dividend declared in respect of a Share held by that Member, the Company:
(a) is fully indemnified by that Member from that liability;
(b) may recover as a debt due from the Member the amount of that liability together with interest at the Prescribed Rate from the date of payment by the Company (if the payment is made) to the date of repayment by the Member; and
(c) if to do so is not contrary to the Act or the Listing Rules, may refuse to register a transfer of any Share by that Member until the amount of that liability has been paid to the Company,
and nothing in this rule 7.2 in any way prejudices or affects any right or remedy which the Company may have (including, without limitation, any right of set-off) and, as between the Company and the Member, any such right or remedy is enforceable by the Company.
7.3 Extent of lien
The lien described in rule 7.1 extends to all Dividends (if any) payable in respect of the Share and, subject to the Act, to the proceeds of sale of the Share.
7.4 Waiver by Board
The Board may, at any time, exempt a Share from the provisions of rule 7.1 to the extent, and on any terms and conditions, that it determines.
7.5 Sale under lien
Subject to the Act, where:
(a) the Company has a lien on a Share;
(b) the sum in respect of which the lien exists is presently payable;
(c) the Company has given notice to the Member registered in respect of the Share:
(i) requiring payment of the amount which is presently payable in respect of which the lien exists; and
(ii) specifying a date (which is at least 10 Business Days after the date of the notice) by which and a place at which payment of the amount must be made; and
(d) the requirements of the notice given under paragraph (c) are not fulfilled,
the Company may sell the Share as if it had been forfeited under rule 6 and applies as if the Member's Liability were the Money Called.
7.6 Protection of lien
The Company may do anything necessary or desirable for it to protect any lien, charge or other right to which it is entitled under any law or under this constitution.
8. ALTERATION OF CAPITAL, SHARES AND RIGHTS
8.1 Alteration of capital
Subject to the Listing Rules, the Company may from time to time by Ordinary Resolution do any or all of the following:
(a) increase its share capital by the creation of new Shares of such amount as it thinks expedient;
(b) consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;
(c) subdivide its Shares or any of them into Shares of smaller amount than is fixed by this constitution but so that, in the subdivision, the proportion between the amount paid and the amount (if any) unpaid on each Share of a smaller amount is the same as it was in the case of the Share from which the Share of a smaller amount is derived; and
(d) cancel Shares that, at the date of passing the Ordinary Resolution to that effect, have not been taken or agreed to be taken by any person or that have been forfeited and reduce the amount of its share capital by the amount of the shares so cancelled.
8.2 Additional rights
Where the Company passes an Ordinary Resolution under either rule 8.1(b) or rule 8.1(c), the Company may also by Special Resolution determine that, as between the Shares resulting from the consolidation, division or subdivision, one or more of those Shares has some preference or special advantage as regards Dividends, capital, voting or otherwise over or compared with one or more others.
8.3 Reduction of capital and Share buy-backs
There are no restrictions, other than those imposed by the Act or the Listing Rules, on:
(a) reducing the Company's share capital; or
(b) share buy-backs.
8.4 Variation of rights
If at any time the issued Shares are divided into different classes, the rights attached to any class of Shares (unless the terms of issue of that class otherwise provide) may only be varied or abrogated with either:
(a) the consent in writing of the holders of 75% of the issued Shares of that class; or
(b) the sanction of a Special Resolution passed at a separate meeting of the holders of Shares of that class,
and, for the purposes of this rule 8.4, the following provisions apply:
(c) in relation to any separate meeting of the holders of Shares in a class, the provisions of this constitution which relate to general meetings apply as far as they are capable of application and modified as necessary, except that any holder of Shares of that class present in person or by proxy, attorney or representative may demand a poll; and
(d) the rights attached to a class of Shares are not to be considered as varied if further Shares of that class are issued on identical terms except if the terms of issue of that class of Shares otherwise provide;
but so that the necessary quorum (other than at an adjourned meeting) shall be not less than three natural persons holding (or, in the case of a holder being a corporation, by its duly authorised representative) or representing by proxy one-third of the issued Shares of that class, and that the quorum for any meeting adjourned for want of quorum shall be three holders present in person (or in the case of the holder being a corporation, by its duly authorised representative) or by proxy (whatever the number of Shares held by them).
8.5 Adjustments
The Board may do anything which it considers desirable to give effect to any resolution or other action authorising or effecting the alteration of the share capital of the Company or the variation or abrogation of rights attaching to any class of Shares or to adjust the rights of all parties and, in particular, may (without limitation):
(a) round or disregard any fraction of Shares or any fractional entitlement; and
(b) determine that as between the holders of Shares or other entitlements one or more of them has a preference or special advantage as regards dividend, capital, voting or otherwise.
9. TRANSFER OF SHARES
9.1 Modes of transfer
Subject to this constitution and the Listing Rules, a Member may transfer all or any of the Member's Shares by an instrument in writing in the usual or common form or in such other form as the Board may accept, provided always that it shall be in such a form prescribed by the Exchange and may be under hand only or, if the transferor or transferee is a Clearing House (or its nominee(s)), under hand or by machine imprinted signature or by such other means of execution as the Board may approve from time to time.
9.2 Disclosure of beneficial owners
Where the transferor or transferee is a Clearing House (or its nominee(s)), it does not have to declare the nationality or identity of the beneficial owner of the Shares concerned when executing transfers or making subscriptions.
9.3 Transfer by instrument
Where a Member seeks to transfer all or any of the Member's Shares in accordance with rule 9.1, the Company may only register a transfer of Shares where an instrument satisfying rule 9.1 is delivered to the Company (including, for this purpose, a person authorised by the Company to receive instruments such as a share registrar of the Company, including the Registration Office) and the instrument:
(a) is duly stamped, if necessary;
(b) is executed by or on behalf of the transferor and (unless the Board otherwise determines in a particular case relating only to fully paid Shares and permitted by the Exchange) the transferee, provided that the Board may dispense with the execution of the instrument of transfer by the transferor or the transferee or accept mechanically executed transfers in any case in which it in its absolute discretion thinks fit to do so or except where a law provides that execution by either or both transferor and transferee is not required or is deemed to be present;
(c) except where otherwise permitted by law, is accompanied by the certificate for the Shares the subject of the transfer together with such other evidence as the Board may require to prove the title of the transferor or the transferor's right to transfer the Shares; and
(d) relates only to Shares of one class.
9.4 Free registration
Except as provided in rule 9.5 or in the terms of issue of a Share the subject of an instrument of transfer, the Board must register each transfer of Shares which complies with rules 9.1 and 9.3 and do so without charging a fee.
9.5 Restrictions on transfer
The Board may decline to register a transfer of Shares where to do so would contravene the Listing Rules and must do so when required by law (including the Listing Rules).
9.6 Notification of refusal to register
If the Company is Listed and the Listing Rules so require, if the Board declines to register a transfer, it must notify the lodging party of the refusal and the reasons for the refusal within five Business Days of the day on which the transfer was delivered to the Company as mentioned in rule 9.3.
9.7 Transferor remains Member
The transferor of a Share remains the Member in respect of that Share until the transfer is registered and the name of the transferee is entered in the Register in respect of that Share.
9.8 Retention of instruments
On an instrument of transfer or a purported instrument of transfer being delivered to the Company, property to and title in that instrument (but not the Shares the subject of it) pass to the Company which is entitled as against all persons to the possession of the instrument.
9.9 Powers of attorney
The Company is entitled to assume, as against a Member, that a power of attorney apparently granted by the Member authorising the attorney to transfer some or all of the Member's
Shares and lodged with, or produced or exhibited to, the Company:
(a) is a valid and effective grant of the power it purports to grant; and
(b) continues in full force and effect and may be relied on by the Company until the Company receives express written notice at its registered office of:
(i) its revocation; or
(ii) the Member's death.
10. TRANSMISSION OF SHARES
10.1 Transmission generally
Except to the extent provided in rule 10.2, if a Member either dies or becomes bankrupt:
(a) the only person that the Company may recognise as having any title to or interest in a Share held by that Member is the legal personal representative or assignee of the Member's estate in bankruptcy (in either case, the "representative");
(b) if the representative produces the evidence required from time to time by the Board, the representative may elect to be, or to have a person nominated by the representative, registered as the holder of the Share;
(c) if the representative elects to be registered as the holder of the Share, the representative must give to the Company a notice in writing signed by the representative stating that election;
(d) if the representative elects to have a person nominated by the representative registered as the holder of the Share, the representative must indicate that election by executing and giving to the Company an instrument of transfer of the Share to that person;
(e) the provisions of this constitution concerning the right to transfer a Share and the registration of the transfer of the Share apply to a Share the subject of a notice given under rule 10.1(c) and an instrument given under rule 10.1(d) as if the Member had not died or become bankrupt and the notice or instrument were an instrument of transfer complying with rule 9.1 signed by the Member; and
(f) the representative is entitled to the same Dividends and other advantages and rights as the Member would have been entitled to if the Member had not died or become bankrupt.
10.2 Joint holders' transmission
If a Member who holds a Share jointly with another Member dies:
(a) the only person that the Company may recognise as having any title to or interest in the Share is the surviving joint holder;
(b) if the surviving joint holder produces the evidence required from time to time by the Board of the death of the Member, the Board must direct the Register to be altered accordingly; and
(c) the surviving joint holder is entitled to the same Dividends and other advantages and rights as the deceased Member would have been entitled to if the deceased Member had not died.
11. GENERAL MEETINGS
11.1 Convening of general meeting
The Board may convene a general meeting of the Company at any time in accordance with the Act. The Board shall convene an AGM in each year at a time required to comply with the Act and the Listing Rules and where possible within 15 months of holding of the last preceding AGM). A general meeting can be held at such place as may be determined by the Board.
11.2 Notice of general meeting
(a) The Company may give notice of a general meeting to a Member by leaving the notice, addressed to the Member, at the address for the Member in the Register, or at an alternative address the Member has nominated.
An AGM shall be called by notice of not less than 28 clear days and not less than 20 clear business days. All other general meetings shall be called by notice of not less than 28 clear days and not less than ten (10) clear business days. A general meeting may be called by shorter notice, subject to the Act, if it is so agreed:
(i) in the case of a meeting called as an AGM, by all the Members entitled to attend and vote there at; and
(ii) in the case of any other meeting, if Members with at least ninety five per cent (95%) of the votes that may be cast at that meeting.
(b) For each AGM, a copy of either:
(i) the directors' report, accompanied by the balance sheet (including every document required by law to be annexed thereto) and profit and loss account or income and expenditure account; or
(ii) the summary financial report,
which is to be laid before the Company at the AGM, shall, at least 21 clear days before the date of the AGM, be delivered or sent by post to the registered address of every member.
11.3 Omission to give notice
The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general meeting by, a person entitled to receive that notice does not invalidate any resolution passed at that general meeting.
11.4 Cancellation or postponement of meeting
The Board may, by notice to everyone entitled to notice of the meeting:
(a) postpone an AGM, or a General Meeting called by the Board as required by section 249D, but not so as to contravene the Act; and
(b) postpone or cancel any other General Meeting called by the Board.
11.5 Adjournment of meeting
The chairman of a general meeting at which a quorum is present:
(a) may with the consent of the meeting by Ordinary Resolution; and
(b) must, if so directed by the meeting by Ordinary Resolution,
adjourn the meeting from time to time and from place to place.
11.6 Business at adjourned meeting
The only business which an adjourned general meeting may deal with is business which was left unfinished from the general meeting which was adjourned.
11.7 Notice of adjourned meeting
No notice need be given of an adjourned general meeting (or of the business to be transacted at it) except if a general meeting is adjourned for more than 15 Business Days, in which case, notice of the adjourned meeting must be given as if it were notice of the original meeting.
12. PROCEEDINGS AT GENERAL MEETINGS
12.1 Representation of Members
A Member may attend a general meeting at which the Member is entitled to be present in any of the following ways (if applicable to the Member):
(a) in person;
(b) by proxy;
(c) by attorney; or
(d) in the case of a Member which is a body corporate, by a representative appointed under section 250D.
12.2 Quorum
A general meeting may not deal with any business unless a quorum of three natural persons, each of whom is, or represents under rules 12.1(b), (c) or (d), a different Voting Member, is present for that business.
12.3 Failure of quorum
If a quorum is not present within 15 minutes of the time notified for a general meeting:
(a) where the meeting was convened upon a requisition of Members - the meeting is dissolved; and
(b) in any other case:
(i) the meeting stands adjourned to the day, time and place that the Board may determine and notify to the Members or, if no determination is made, the same day in the next week at the same time and place; and
(ii) at the adjourned meeting, if a quorum is not present within 15 minutes of the time notified for the meeting, two natural persons each of whom is, or represents under rules 12.1(b), (c) or (d), a different Voting Member, constitute a quorum and if no such quorum then is present the meeting is dissolved.
12.4 Chairman
The Chairman (if any) is or, if the Chairman is absent or unwilling or unable to be the chairman of the general meeting, the Deputy Chairman (if any) is, if willing and able, to be the chairman of any general meeting.
12.5 Chairman absent
Where a general meeting is held and either no person specified in rule 12.4 is present within 15 minutes after the time notified for the meeting or that person is present but is unwilling or unable to be the chairman of the general meeting:
(a) the Directors present may elect one of their number to be the chairman of the general meeting; and
(b) if there is no Director present or if no Director present at the meeting is able and willing to be the chairman of the general meeting, the Voting Members present must elect one of their number to be the chairman of the general meeting.
12.6 Chairman disqualified
If the chairman of a general meeting is unwilling or unable to be the chairman for any part of the business of the meeting:
(a) the chairman may withdraw as chairman for that part of the business and may nominate any person who would be entitled under rule 12.4 or 12.5 to chair the meeting for that part of the business; and
(b) after that part of the business is completed, the person so nominated must cease to chair the meeting and the chairman resumes as the chairman of the meeting.
12.7 Responsibilities of chairman
The chairman of a general meeting is responsible for the general conduct of the meeting and to ascertain the sense of the meeting concerning the business transacted at it and for these purposes may, without limitation:
(a) prescribe procedures and make rulings, in each case finally and conclusively;
(b) in addition to other powers to adjourn, adjourn the meeting or any item of business of the meeting without the concurrence of the meeting if the chairman determines it is desirable for the orderly conduct of the meeting or the conduct of a poll; and
(c) determine conclusively any dispute concerning the admission, validity or rejection of a vote.
12.8 Method of voting
Every resolution put to a vote at a general meeting (except where there is an election of Directors by ballot) must be determined by a poll except where the Chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a body corporate, is present by a duly authorised representative), or by proxy shall have one vote provided that where more than one proxy or authorised representative is appointed by a Member which is a Clearing House (or its nominee(s)), each such proxy or authorised representative shall have one vote on a show of hands.
12.9 Demand for poll
Where a show of hands is allowed, before or on the declaration of the result of the show of hands pursuant to the Listing Rules, a demand for a poll may be made by:
(a) the chairman of the general meeting;
(b) any three or more natural persons present each of whom is, or represents under rules 12.1(b), (c) or (d), a different Voting Member;
(c) any number of natural persons present each of whom is, or represents under rules 12.1(b), (c) or (d), a different Voting Member where those Voting Members are together entitled to at least 5% of the total voting rights of all Members having the right to vote at the meeting; or
(d) any number of natural persons present each of whom is, or represents under rules 12.1(b), (c) or (d), a different Voting Member where those Voting Members hold Shares which confer a right to vote at the meeting and on which an aggregate sum has been paid up equal to at least 5% of the total sum paid up on all Shares conferring that right.
12.10 No poll on election of chairman
A demand for a poll may not be made in respect of the election by the general meeting of the chairman of the meeting.
12.11 Effect and withdrawal of demand for poll
The demand for a poll does not prevent the continuance of a general meeting for the transaction of any business except in respect of the resolution for which the poll is demanded.
12.12 Votes on show of hands
Where a resolution is determined by a show of hands:
(a) a declaration by the chairman of the general meeting that the resolution has been carried, carried unanimously, carried without dissent, carried by a particular majority or lost is conclusive evidence of the fact so declared without proof of the number or proportion of votes cast for or against that resolution; and
(b) an entry in the book containing the minutes of that general meeting recording that declaration is conclusive evidence of the fact that the declaration was made as so recorded.
12.13 Conduct of poll
Where a resolution is determined by a poll:
(a) if the resolution is for the adjournment of the general meeting, the poll must be taken immediately at the place and in the manner that the chairman of the meeting determines and declares to the meeting;
(b) in all other cases, the poll must be taken at the time and place and in the manner that the chairman of the general meeting determines and declares to the meeting;
(c) the result of the poll, as disclosed by the chairman of the general meeting at which the result is declared, is a resolution of the general meeting at which the poll is demanded; and
(d) an entry in the book containing the minutes of the general meeting at which the result is declared recording that declaration is conclusive evidence of the fact that the declaration was made as so recorded.
12.14 Resolutions determined by majority
Subject to rule 12.16, both on a show of hands and on a poll, an Ordinary Resolution is passed if more than one half of the total number of votes cast on the resolution are cast in favour of that resolution.
12.15 Casting vote of chairman
If on a resolution proposed as an Ordinary Resolution at a general meeting there is an equality of votes (whether on a show of hands or on a poll), the chairman of the meeting may exercise a casting vote in addition to all other votes which the chairman may have (unless the chairman is not entitled for some other reason to cast a vote on the resolution or if the chairman casts a vote where rule 12.16 requires that no account be taken of the vote, in either of which cases the resolution is not passed).
12.16 Voting restrictions
Where the Company is Listed and either:
(a) in accordance with the requirements of the Listing Rules; or
(b) to ensure that a resolution on which the Act requires that particular persons do not cast a vote so that the resolution has a specified effect under the Act,
the notice of a general meeting specifies that, in relation to particular business to be considered at that general meeting, votes cast by particular persons (whether specified by name or by description of particular classes of persons) are to be disregarded by the Company, the Company must take no account, in determining the votes cast on a resolution relating to that business (whether a special resolution or an Ordinary Resolution) or for any other purpose, of any vote cast or purported to be cast by or on behalf of any of those persons (whether on a show of hands or on a poll) in relation to that resolution.
13. ENTITLEMENTS TO ATTEND AND VOTE
13.1 Entitlement to notice and to attend
Each Member, each Director, any auditor of the Company and any other person required by law is entitled to notice of each general meeting and to be present and to speak at that general meeting.
13.2 Entitlement to vote
Subject to the Act, this constitution and any terms of issue of any Share:
(a) on a show of hands, each natural person present at a general meeting who is a Voting Member or a proxy (other than a person who is present only as one of two proxies appointed by the same Member), representative or attorney appointed by a Voting Member has one vote; and
(b) on a poll, each natural person present at a general meeting has the number of votes calculated as the aggregate of the following:
(i) the number of fully paid Shares held by the person;
(ii) the number of fully paid Shares in respect of which Voting Members holding those Shares have appointed the person as proxy, representative or attorney;
(iii) in respect of the partly paid Shares held by the person, the aggregate of the fractions determined, in respect of each of those Shares, by dividing the total amount paid (not credited) on the Share by the total of the amounts paid and payable (excluding amounts credited) on the Share; and
(iv) the aggregate of the fractions determined on the same basis as paragraph (iii) above in respect of each partly paid Share in respect of which the Voting Member holding that Share has appointed the person as proxy, representative or attorney.
13.3 Vote of body corporate and Clearing House
(a) Subject to rule 13.3(b), any body corporate which is a Voting Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall be entitled to exercise the same powers on behalf of such body corporate as the body corporate could exercise if it were an individual Voting Member and such body corporate shall for the purposes of this constitution be deemed to be present in person at any such meeting if a person so authorised is present thereat.
(b) If a Clearing House (or its nominee(s)), being a body corporate, is a Voting Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under this constitution shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the Clearing House (or its nominee(s)). On a poll, each such person is under no obligation to cast all his votes in the same way. Where a show of hands is allowed, each such person shall have one vote on a show of hands and the right to vote individually.
13.4 Vote of transmittee
A person entitled to transmission of a Share under rule 10 who, at least 48 hours before the time notified for a general meeting (or an adjourned meeting), satisfies the Board of that person's right to that Share, may vote at that general meeting in respect of that Share as if the person were registered as the holder of the Share.
13.5 Vote of Member of unsound mind
If a Member is of unsound mind or is a person whose person or estate is liable to be dealt with in any way under a law relating to mental health, that Member's committee or trustee or other person who properly has the management of the Member's estate may, if that person has at least 48 hours before the time notified for a general meeting (or an adjourned meeting) satisfied the Board of that person's relationship to the Member or the Member's estate, exercise the rights of the Member in respect of the general meeting as if the committee, trustee or other person were the Member.
13.6 Joint holders' votes
Where more than one person (including, for the purposes of this rule 13.5, the several legal personal representatives of a dead Member) holds a Share:
(a) each of those persons may tender a vote in respect of the Share either in person or by proxy, representative or attorney, as if the person were the sole holder of the Share; but
(b) if two or more of those persons tender a vote on any resolution, the only vote which is to be counted in respect of that Share is the vote tendered by the most senior of those persons (seniority being conclusively ascertained by the order of names in respect of that Share in the Register).
13.7 Appointment of proxy
(a) Any Voting Member shall be entitled to appoint another person as his proxy to attend a general meeting and vote instead of him there at. A Voting Member who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Voting Member who is an individual or a Voting Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Voting Member could exercise.
(b) The form of appointment of a proxy is the form in schedule 3, or another form acceptable to and approved by the Board, provided that it shall not preclude the use of a two-way voting form. The form of appointment of a proxy shall be in writing under the hand of the appointor or of his 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 to sign the same.
13.8 Effect of incomplete proxy form
An instrument of proxy is not invalid or ineffective merely if any or all of the following applies:
(a) it does not contain the address of the Member giving it;
(b) it does not contain the address of the person appointed by it;
(c) it is not dated; and
(d) it does not contain a direction to the appointee as to how to vote on any or all items of business.
13.9 Effect of the appointment
An instrument of proxy which is valid and effective except that it does not specify an appointee in respect of any of the Shares of the relevant Member is to be treated as validly appointing the chairman of the general meeting to which it relates in respect of all of the Shares of that Member.
13.10 Attorneys - deposit of instruments
Any appointment of an attorney is effective in respect of a particular general meeting if, and only if, the power of attorney or an office copy or notarially certified copy of the power of attorney is actually received (which includes receipt of a copy of those instruments by legible fax) by the Company at its registered office (or another place notified by the Board) at least 48 hours before the time notified for that meeting.
13.11 Effect of death etc of member
The validity of anything done or omitted to be done by or in relation to a proxy, attorney or representative of a member (including the validity of a vote or a quorum) is not affected by any of the following:
(a) the death of the member;
(b) the mental incapacity of the member;
(c) the revocation or modification of the appointment or the power of attorney;
(d) the revocation or modification of the authority of the person appointing the proxy, attorney or representative to do so;
(e) the transfer of a Share in respect of which the proxy, attorney or representative was appointed,
unless the Company has actual notice in writing of the matter before the act or omission.
13.12 Presence of Member
If a Member is present at a general meeting in either of the ways specified in rules 12.1(a) or 12.1(d), and a person appointed by that Member as proxy or attorney is also present at that meeting, that person may not exercise the rights conferred by the instrument of proxy or power of attorney while the Member is present.
13.13 Ruling on entitlements and votes
An objection may be raised with the chairman of a general meeting as to the qualification of a purported voter or the admission or rejection of a vote by any person present and entitled (or claiming to be entitled) to vote but that objection may be made only at the general meeting or adjourned meeting at which the purported voter wishes to vote or the vote objected to is given or tendered and, in relation to that objection:
(a) the decision of the chairman is final and conclusive; and
(b) a vote not disallowed as a result is valid and effective for all purposes.
14. DIRECTORS
14.1 Number of Directors
The number of the Directors (excluding Alternate Directors) must be not less than three nor (subject to rule 14.7) more than ten.
14.2 Continuing Directors
The Directors holding office at the date of adoption of this constitution continue in office subject to this constitution.
14.3 Compulsory retirement
At each AGM, the following Directors (other than the Alternate Director) automatically retire and are eligible for re-appointment (and if not re-appointed, that retirement takes effect at the conclusion of that AGM):
(a) a Director appointed to fill a casual vacancy by the Board since the previous AGM;
(b) one third (or if that is not a whole number, the next lowest whole number nearest to one third) of the Directors who are not:
(i) to retire under paragraph (a);
(ii) the Managing Director; or
(iii) an Alternate Director;
(iv) selected in accordance with rule 14.4; and
(c) any Director who, if that Director did not retire at that AGM, would at the next AGM, have held that office for more than three years.
14.4 Selection of rotating Directors
The Directors who retire by reason of rule 14.3(b) are those of the Directors the subject of that rule who have been in office the longest and, as between Directors who have been in office for an identical period, those to retire are (unless they otherwise agree among themselves) to be selected by lot.
14.5 Qualification of Directors
A Director need not be a Member.
14.6 Casual vacancy
The Board may at any time (except during the period from the opening to the closing of a general meeting) appoint any person as a Director (but not as an Alternate Director) to fill a casual vacancy or as an addition to the Board but so that the number of those Directors does not at any time exceed the maximum number set under rule 14.1 and any Director so appointed automatically retires at the next AGM of the Company and, if otherwise qualified, is eligible for reappointment by that general meeting (and if not reappointed that retirement takes effect at the conclusion of that general meeting).
14.7 Number of Directors and additional Directors
The Company may from time to time by Ordinary Resolution do any or all of the following:
(a) increase or reduce the maximum number of Directors (other than Alternate Directors) permitted under rule 14.1;
(b) if there is a reduction or increase, determine the rotation by which the reduced or increased number are to retire; and
(c) appoint any person to be an additional Director (otherwise than by appointing an Alternate Director).
14.8 Removal of Director
The Company may (in addition to any powers conferred by the Act) by Ordinary Resolution remove a Director (other than an Alternate Director) and by Ordinary Resolution appoint a person as a replacement Director but only where:
(a) the Director the subject of the removal resolution has been given notice by the
Company of the proposed resolution at least five Business Days before notice of the general meeting at which the resolution is to be considered is despatched; and
(b) if the Director, in the period of three Business Days after the Director has been given notice under paragraph (a), gives to the Company a written statement of not more than 1,500 words containing no defamatory material relating to the proposed resolution, a copy of that statement is sent with the notice of the general meeting at which the removal resolution is to be considered.
14.9 Appointment at AGM
At an AGM at which a Director retires under rule 14.3, the Company may by Ordinary Resolution fill the office vacated by appointing a person as a Director.
14.10 Notice of nomination
Except in the case of a Director retiring under rule 14.3 or a person recommended for appointment by the Board, a person is only eligible to be appointed as a Director by Ordinary Resolution where the Company receives both:
(a) a nomination of the person by a Member; and
(b) a consent to nomination signed by the person,
at its registered office at least 30 Business Days before the relevant general meeting provided that such notices of nomination and consent will not be despatched before the notice of the general meeting for such nomination.
14.11 Vacation of office
The office of a Director automatically becomes vacant if the Director:
(a) becomes a bankrupt;
(b) is not permitted by the Act (or an order made under the Act) to be a Director;
(c) is made the subject of guardianship or administration order, or a similar order, under a law relating to the protection of the person or property of a person on the grounds of infirmity, age or disability;
(d) either personally or by an Alternate Director fails to attend Board meetings for a continuous period of three months without leave of absence from the Board; or
(e) resigns either by reason of this constitution or by notice in writing to the Company.
14.12 Less than minimum number of Directors
Where the office of a Director becomes vacant, the continuing Directors may continue to act except where the number of Directors falls below the minimum number set by rule 14.1, in which case the continuing Directors may act only:
(a) to appoint Directors up to that minimum number;
(b) to convene a general meeting; or
(c) in emergencies.
15. DIRECTORS' REMUNERATION
15.1 Fees of Non-executive Directors
The fees of the Directors (excluding any Executive Directors):
(a) may not in any period of 12 months starting at the end of a financial year of the Company (a "year") exceed in aggregate the amount last fixed before the end of that year for those fees by Ordinary Resolution (which, if the Company is Listed and the Listing Rules so require, must be a fixed sum);
(b) are to be allocated to those Directors as determined by the Board (including those Directors), or, if there is no such determination in any year, equally between them; and
(c) accrue from day to day.
15.2 Additional remuneration for extra services
If a Director, having been requested to do so by the Board, either performs extra services or makes any special exertions for the Company (including, without limitation, going or living abroad), the Company may remunerate that Director by the payment of a fixed sum determined by the Board and that remuneration may be either in addition to or in substitution for any remuneration to which that Director may be entitled under rule 15.1.
15.3 Expenses of Directors
The Company must pay a Director (in addition to any other remuneration) all reasonable expenses including, without limitation, any travelling and accommodation expenses incurred by the Director:
(a) in attending meetings of the Board or a committee of the Board;
(b) on the business of the Company; or
(c) in carrying out that Director's duties as a Director.
The Board must comply with the Act and obtain the approval of the Company in a general meeting before giving a benefit to any Director or past Director by way of compensation for loss of office, or as consideration for or in connection with his retirement from office (not being payment to which the Director is contractually entitled).
16. DIRECTORS' MATERIAL INTERESTS
16.1 Purpose of rule 16
The purpose of this rule 16 is:
(a) to provide a means by which Directors may not be in breach of their general law duties to the Company by reason of conflict of interest or duty once they have made disclosure of the relevant matter and the Board has independently considered the matter;
(b) to provide that to the extent that the Act or the Listing Rules contain requirements which relate to the same matter, compliance with those requirements will also have the effect of relieving the Directors of a breach of those general law duties; and
This rule 16 does not relieve the Directors of any obligations in relation to those matters which the Act or the Listing Rules may impose on them but only to make the requirements of this constitution consistent with those obligations.
16.2 Definition of Material Interest
For the purposes of this rule 16:
"Material Interest" means, in relation to a Director, subject to rule 16.12, any interest which, whether or not it is a financial benefit for the purposes of section 208(1):
(a) is a "material personal interest" of:
(i) the Director; or
(ii) a Close Associate,
for the purposes of section 195 and to which section 195(1) applies;
(b) if the Company is Listed, is an interest as a result of which the Listing Rules require that the Director does not vote on a resolution of the Board;
(c) is an interest (whether direct or indirect, whether actual or potential and whether financial or not) or duty of that Director which gives rise to a real possibility that the interest or duty may conflict with the duties owed by the Director to the Company, but this paragraph (c) does not include an interest or duty which consists solely of, or arises solely from, the Director being:
(i) the holder of an office in or place of profit in respect of, the Company (other than as Auditor) or in, or in respect of, a related body corporate of the
Company;
(ii) the holder of not more than five per cent of the issued securities of any class of any body corporate or unit trust quoted on the stock market of any stock exchange (whether in Australia or elsewhere); or
(iii) the holder of the office of director (other than managing director) in another body corporate where the Director has previously declared the holding of that office under rule 16.3, the Board has approved the Director acting in that capacity under rule 16.7, and that approval has not been rescinded;
but excludes:-
(a) the giving of any security or indemnity either:-
(i) to the Director or his Close Associate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or
(ii) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his Close Associate(s) has himself/ themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;
(b) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his Close Associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
(c) any proposal concerning any other company in which the Director or his Close Associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his Close Associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his Close Associates are not in aggregate beneficially interested in 5% or more of the issued shares of any class of such company (or of any third company through which his interest or that of his Close Associates is derived) or of the voting rights;
(d) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including: -
(i) the adoption, modification or operation of any employees' share scheme or any share incentive or share option scheme under which the Director or his Close Associate(s) may benefit; or
(ii) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to Directors, his Close Associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director, or his Close Associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and
(e) any contract or arrangement in which the Director or his Close Associate(s) is/ are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.
16.3 Declaration of Director's Material Interest
A Director who has a Material Interest must:
(a) make the declarations and disclosures to the Board required by the Act and, if the Company is Listed, by the Listing Rules;
(b) in any case - declare to the Board the fact of the Material Interest and its nature, character and extent.
This must be done:
(a) at the first meeting of the Board after the Director becomes a Director; or
(b) at the first meeting of the Board after the Director becomes aware of the facts which give rise to that Material Interest; or
(c) or at the meeting of the Board at which the question of entering into the contract or arrangement which gives rise to that Material Interest is first considered,
whichever is the earlier.
16.4 Manner of declarations
A Director may make a declaration required by rule 16.3 either specifically or by way of a general notice stating that, by reason of the facts specified in the notice, he is to be has a Material Interest and is treated as having made a declaration where the existence, nature, character and extent of the Material Interest appears on the face of a document tabled before the Board.
16.5 Recording of declarations
The terms of each declaration made under rule 16.3 must be included in a book of the Company maintained for the purpose and be available for examination by the Directors at every meeting of the Board.
16.6 Consequence of Material Interest
Where a Director who has a Material Interest acts as a Director in a matter involving that Material Interest and either:
(a) the Director has not made the declarations and disclosures required by rule 16.3 in relation to that Material Interest; or
(b) the Director has made those declarations and disclosures but the Board has not approved the Director acting in the matter in the manner described in rule 16.7,
the Director is in breach of duty to the Company.
16.7 Non-Material Interests and Board approval of Material Interests
Where:
(a) a Director has any interest or duty which is not a Material Interest and acts as a Director in a matter involving that interest or duty; or
(b) a Director has made the declarations and disclosures in relation to a Material Interest required by rule 16.3, and the Board, subject to the Act, the Listing Rules and rule 16.8, approves the Director acting as a Director in a matter involving that Material Interest (including, without limitation, by resolving that the Company enter into a contract or arrangement which relates to that Material Interest) in accordance with rule 16.9 and the Director complies with all the terms and conditions of that approval,
then:
(c) the Director is not in breach of duty to the Company by reason only of so acting;
(d) any or all of the validity, the enforceability and the performance of any agreement or arrangement which relates to the Director so acting is not in any way adversely affected by reason of that interest, duty or Material Interest; and
(e) the Director does not hold any property that the Director receives as a consequence of acting in that matter on any trust (actual, resulting or constructive) for the Company by reason of that interest, duty or Material Interest, nor is the Director liable to account for any profit derived, nor to compensate the Company for any loss or damage suffered by it, by so acting.
16.8 Limit on Board approval
The Board shall not give an approval to a Director for the purposes of this rule 16 that purports to entitle the Director to vote on, or be present at meetings of the Board which consider, resolutions which involve a Material Interest of the Director except where the Act and the Listing Rules would permit the Director to be present or to vote on that resolution (as the case may be), and if the Director purports to be present or to vote on that resolution where the Director is not entitled to do so, the Director's presence or that vote (as the case may be) is to be disregarded.
16.9 Voting restrictions
Where the Board is considering the approval (and the terms and conditions on which it may be given) under rule 16.7(b) of a Director's acting as a Director in a matter involving a Material Interest, the Director shall not cast any vote on that approval and if the Director does purport to vote on that approval, that vote must be disregarded, and the Director, if present, shall not continue to be counted in the quorum for the Board meeting considering that approval unless the Act or the Listing Rules require otherwise.
16.10 Director may hold office of Company
The Company may appoint a Director:
(a) to hold any office in, or place of profit in respect of, the Company (except that of Auditor) on terms determined by the Board but not so that the remuneration payable to any Director who is an employee of the Company or a related body corporate of the Company includes a commission on or percentage of operating revenue; or
(b) alone or by a firm of which the Director is a member, to act in any professional capacity and the Director or that firm may be remunerated for so acting as if the Director were not a Director.
16.11 Execution of instruments
A Director may, despite a Material Interest and whether or not rules 16.3 and 16.7 have been complied with, participate in the execution of any instrument by or on behalf of the Company.
16.12 Application to Alternate Directors
Rules 16.3 to 16.11 (inclusive) apply to the Material Interests of an Alternate Director, but an Alternate Director does not have a Material Interest solely by reason of the fact that the
Director who has appointed the Alternate Director has a Material Interest, and vice versa.
16.13 Restriction on loans to Directors
(a) The Company shall not make any loan, directly or indirectly, to a Director or a body corporate controlled by a Director if and to the extent it would be prohibited by the Companies Ordinance (Chapter 622 of the laws of Hong Kong) if the Company were a company incorporated in Hong Kong.
(b) This rule 16.13 shall only have effect for so long as the Company is listed on the Exchange.
17. ALTERNATE DIRECTORS
17.1 Power to appoint Alternate Director
A Director (but not an Alternate Director) may from time to time in accordance with the procedures set out in rule 17.2 appoint any person eligible to be a Director to be the Alternate Director of the Appointor whether for a specified period or until the appointment is revoked.
17.2 Method of appointment
An Alternate Director is appointed as such where:
(a) the Appointor gives notice in writing (including, without limitation, by fax) to the Company in the form of schedule 4 or in any other form that the Board prescribes or accepts; and
(b) the Board (excluding the Appointor from voting) approves the person specified to be the Alternate Director of the Appointor.
17.3 Termination of appointment
The Appointor, at any time and whether or not the appointment is for a specified period, may revoke the appointment of a person as the Appointor's Alternate Director by notice in writing (including, without limitation, by facsimile transmission) to the Company to that effect and the appointment is automatically revoked if the Appointor ceases to be a Director (except where the Appointor retires as a Director at an AGM under rule 14.3 and is re-appointed as a
Director at that AGM).
17.4 Entitlements of Alternate Director
An Alternate Director, by reason of being appointed as such:
(a) is not entitled to receive notice of meetings of the Board unless the Appointor has by notice in writing (including, without limitation, by facsimile transmission) to the Company required it to do so;
(b) if the Appointor is not present at a meeting of the Board, may attend and vote at that meeting in place of the Appointor;
(c) if also a Director, may vote both as a Director and as an Alternate Director;
(d) and when acting as such, is an officer of the Company and not an agent of the Appointor and, in those circumstances, is subject to all the duties and has all the powers and rights of the Appointor as a Director; and
(e) may not be remunerated except out of the remuneration which would otherwise be available to be paid to the Appointor and, in respect of that remuneration, the Alternate Director's only rights (if any) are against the Appointor and not the Company.
18. MANAGING DIRECTOR AND OTHER EXECUTIVE DIRECTORS
18.1 Appointment of Managing Director
The Board may appoint one of the Directors to be the Managing Director either for a fixed term (but not for life) or without fixing a term and on terms and conditions that it determines.
18.2 Termination of appointment of Managing Director
The appointment of the Managing Director terminates if:
(a) the Managing Director ceases for any reason to be a Director; or
(b) the Board revokes the appointment (which this paragraph (b) empowers it to do).
18.3 Remuneration of Executive Directors
The Board may fix the remuneration of each Executive Director and that remuneration may comprise any or all of:
(a) salary;
(b) commission on profits or dividends; or
(c) participation in profits,
but if the Company is Listed and the Listing Rules do not allow, must not include a commission on or percentage of operating revenue.
18.4 Powers of Executive Directors
The Board may, upon any terms and conditions and subject to any restrictions that it considers appropriate:
(a) confer on an Executive Director any or all of the powers of the Board (which powers may be conferred so as to be concurrent with, or to the exclusion of, the powers of the Board); and
(b) withdraw or alter any of those powers.
19. POWERS OF THE BOARD
19.1 Powers generally
Except as otherwise required by the Act or any other applicable law or another provision of this constitution:
(a) the Board is to manage the business of the Company; and
(b) the Board may exercise each right, power or capacity of the Company (including, without limitation, to authorise the presentation of a petition for the winding up of the Company by the Court),
to the exclusion of the Company in general meeting and the Members.
19.2 Appointment of attorney
The Board by power of attorney may appoint any person to be an attorney of the Company for the purposes, with the powers (being powers of the Board), for the period and subject to the conditions determined by it.
19.3 Contents of power of attorney
A power of attorney under rule 19.2 may, without limitation:
(a) contain any provisions for the protection and convenience of persons dealing with the attorney as the Board determines; and
(b) authorise the attorney to delegate any or all of the powers vested in the attorney.
20. PROCEEDINGS OF THE BOARD
20.1 Quorum
The Board may determine the quorum of Directors present at a meeting of the Board necessary for the transaction of business at the meeting which, until otherwise determined, is three, and for the purposes of this rule 20.1 and rules 20.3 and 20.9, a Director is treated as not being present at the meeting if that Director is not permitted to be present at it by the Act, the Listing Rules or rule 16.
20.2 Notice of meeting
Notice of each meeting of the Board:
(a) must be given to each Director (and each Alternate Director in respect of whom the Appointor has given notice to the Company requiring notice to be given to that
Alternate Director); and
(b) may be given orally or by fax,
but the non-receipt of any notice of a Board meeting by a Director does not affect the validity of the convening of the meeting.
20.3 Period of notice
The Board may determine the period of notice (unless waived by a majority of the Directors to whom notice of a particular meeting is sent) for each meeting of the Board which, until otherwise determined, is 48 hours.
20.4 Convening Board meetings
A Director may at any time, and the Secretary must on request from a Director, convene a meeting of the Board.
20.5 Appointment of Chairman
The Board may elect one of the Directors to be Chairman and may elect another to be Deputy Chairman and may determine the period for which each of those Directors is to hold that office.
20.6 Chairman of Board meetings
A Board meeting is to be chaired by:
(a) the Chairman; or
(b) if there is no Chairman, or the Chairman is not present within 15 minutes after the time the meeting is to start or is unwilling or unable to chair the meeting - the Deputy Chairman; or
(c) if paragraph (b) applies but the Deputy Chairman is not present within 15 minutes after the time the meeting is to start or is unwilling or unable to chair the meeting - a person appointed by the Directors present at the meeting.
This rule 20.6 applies to part of a meeting in the same way as it applies to the whole meeting.
20.7 Majority decisions
Except as provided by rule 20.12, a question or resolution dealt with at a meeting of the Board is to be decided by a majority of votes of the Directors who are entitled to be present and to vote and who vote on the question or resolution.
20.8 Votes of Directors
Subject to this constitution:
(a) each Director (other than a person who is only a Director by reason of being an Alternate Director) present at a meeting of the Board has one vote on every question or resolution at that meeting;
(b) each Alternate Director entitled to be present and to vote at the meeting has one vote for each Appointor in respect of which the Alternate Director is present which, in the case of an Alternate Director who is also a Director to whom paragraph (a) applies, is to be in addition to the vote conferred on that Director by paragraph (a);
(c) subject to paragraph (d), if there is an equality of votes on any question or resolution, the chairman of the meeting, if entitled to vote on the question or resolution, may exercise a casting vote in addition to any other vote the chairman may have; and
(d) if the Company is Listed and the Listing Rules so require, where the Board determines under rule 20.1 that the number of Directors who constitute a quorum is two, the chairman of the meeting at which only two Directors are present, or at which only two Directors are entitled to vote on a question or resolution put at that meeting, does not have a casting vote.
20.9 Exercise of powers by Board
A power of the Board, unless it has been conferred exclusively under rule 18.5 or delegated exclusively to a committee of the Board under rule 20.10, is exercisable only:
(a) by resolution at a meeting of the Board at which a quorum is present; or
(b) by a resolution of the Directors under rule 20.12.
20.10 Delegation to committee
The Board may delegate any of its powers (which powers may be delegated so as to be concurrent with, or to the exclusion of, the powers of the Board) to a committee consisting of at least one Director, and which may also include any other persons, determined by the Board.
20.11 Committee powers and meetings
Where the Board has appointed a committee under rule 20.10:
(a) that committee must exercise the powers delegated to it under rule 20.10 in accordance with any directions of the Board;
(b) a power so delegated when exercised by the committee in accordance with paragraph (a) is treated as exercised by the Board;
(c) the members of the committee may elect a chairman from among the members;
(d) where a committee holds a meeting and:
(i) has not elected a chairman under paragraph (c); or
(ii) the chairman so elected is not present at the meeting within 15 minutes after the time appointed for the holding of the meeting or is unwilling or unable to act,
the members of the committee present at the meeting may choose one of their number to be chairman of the meeting;
(e) the committee may meet in person or by telephone or other instantaneous means of conferring for the dispatch of business (or by any combination of those means) and adjourn and otherwise regulate its meetings as it may determine; and
(f) the committee meetings are otherwise governed to the greatest extent practicable by the provisions of this constitution which regulate the meetings and procedures of the Board.
20.12 Written resolution of Directors
If all the Directors entitled to receive notice of a meeting of the Board and to vote on a resolution sign a document to the effect that they support the resolution (the terms of which are set out in the document), a resolution in those terms is for all purposes treated as having been passed at a duly convened meeting of the Board held on the date and at the time when the last Director signed the document.
20.13 Several documents suffice
For the purpose of rule 20.12:
(a) two or more separate documents in identical terms each of which is signed by one or more Directors are treated as one document;
(b) the signature by an Alternate Director of a document is not required if the Appointor of that Alternate Director has signed the document;
(c) the signature by the Appointor of an Alternate Director of a document is not required if that Alternate Director has signed the document; and
(d) a telex, telegram or fax containing the text of the document expressed to have been signed by a Director and sent to the Company is a document signed by that Director at the time of its receipt by the Company.
20.14 Validity of acts of directors
Each resolution passed or act or thing performed or done by, or with the participation of, a person acting as a Director or member of a committee in respect of whom it is later discovered there was some defect in appointment to, or continuation in, office of that person or that the person was disqualified or not entitled to perform, vote on or do, the resolution, act or thing, is as valid and effective as if that Director or member of committee had been validly appointed, had validly continued in office, had not been disqualified and was entitled so to perform, vote or do.
21. ASSOCIATE DIRECTORS
21.1 Appointment of Associate Directors
The Board may:
(a) appoint any person to be an Associate Director;
(b) determine the term of appointment, powers, duties and remuneration of that person as an Associate Director;
(c) vary any determination so made; and
(d) terminate or suspend any appointment of a person as an Associate Director.
21.2 Powers of Associate Directors
No Associate Director, by virtue of appointment as such is:
(a) a Director;
(b) entitled to attend Board meetings without invitation;
(c) to be counted in determining if a quorum is present at a Board meeting; or
(d) entitled to vote on any question at any Board meeting.
22. SECRETARY
22.1 Appointment of Secretary
The Board may:
(a) appoint any person to be a Secretary of the Company;
(b) determine the term of appointment, powers, duties and remuneration of that person as a Secretary;
(c) vary any determination so made; and
(d) terminate or suspend any appointment of a person as a Secretary.
23. COMPANY ADMINISTRATION
23.1 Minutes
As well as the matters the Act requires to be recorded in the Company's minute books, the Board must cause the following to be recorded:
(a) the names of the Directors present at each Board meeting;
(b) the names of the committee members present at each meeting of a Board committee.
23.2 Signature of minutes
Minutes of a meeting, if appearing on their face to be signed by the chairman of the meeting or the chairman of the next succeeding meeting of the relevant body, are sufficient but (except where this constitution otherwise provide) not conclusive evidence of the matters stated in them.
23.3 Custody of Common Seal
If the Company has a Common Seal, the Board must provide for its safe custody.
23.4 Use of Common Seal
A Common Seal may only be used with the authority of either:
(a) the Board; or
(b) a committee appointed under rule 20.10 empowered to authorise the use of the Common Seal.
23.5 Mode of execution by Common Seal
An instrument is validly executed under the Common Seal where the Common Seal is affixed to it in the presence of:
(a) a Director; and
(b) another person who is either a Director, a Secretary or a person appointed by the Board for the purpose,
and each of those persons signs the instrument to attest the affixing of the Common Seal.
23.6 Certificate Seal
The Company may have a duplicate seal (known as the Certificate Seal):
(a) whose impression must be identical to that of the Common Seal but with the words "Certificate Seal" added; and
(b) which may only be affixed to certificates issued by the Company in respect of marketable securities of the Company.
23.7 Affixing the Certificate Seal
The Board may determine the manner (which may be by a mechanical or other automatic means) in which the Certificate Seal is to be affixed and that affixing attested and may determine (without limitation):
(a) that the affixing of the Certificate Seal need not occur in the presence of any person;
(b) that no signatures of any persons are required for the affixing of the Certificate Seal; and
(c) that, if signatures are required for the affixing of the Certificate Seal, those signatures may be affixed by any mechanical or other automatic means,
but, except to the extent that the Board has made a contrary determination under this rule 23.7, the Certificate Seal must be affixed in the manner set out in rule 23.5.
23.8 Effect of Certificate Seal
A certificate in respect of marketable securities of the Company, when issued under the Certificate Seal in accordance with rule 23.7, is to be treated for all purposes as having been validly issued under the Common Seal.
23.9 Execution of bills and cheques
All cheques, bills of exchange and other negotiable instruments, all orders for payment and all receipts for money paid to the Company, may only be signed for and on behalf of the Company in the manner (which may include the use of facsimile signatures) determined, and by the persons appointed for the purpose, by the Board from time to time.
23.10 Accounting records
(a) The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Act or necessary to give a true and fair view of the Company's affairs and to explain its transactions.
(b) The accounting records shall be kept at the office or, at such other place or places as the Board decides and shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting record or book or document of the Company except as conferred by the Act or the Listing Rules or authorised by the Board or the Company in general meeting.
23.11 Appointment, removal and remuneration of Auditor
(a) The Company shall at each AGM appoint (or confirm the appointment of) one or more firms of Auditors to hold office until the conclusion of the next AGM on such terms and with such duties as may be agreed with the Board, but if an appointment is not made, the Auditors in office shall continue in office until a successor is appointed or the Auditor resigns or is removed from office. A Director, officer or employee of any such Director, officer or employee shall not be appointed Auditors of the Company. Subject to the Act, the Board may fill any casual vacancy in the office of Auditors, but while any such vacancy continues the surviving or continuing Auditors (if any) may act. The remuneration of the Auditors shall be fixed by or on the authority of the Company in the AGM except that in any particular year the Company in general meeting may delegate the fixing of such remuneration to the Board and the remuneration of any Auditors appointed to fill any casual vacancy may be fixed by the Board.
(b) The Members may, at any general meeting convened and held in accordance with this constitution, remove the Auditors by Special Resolution at any time before the expiration of the term of office and shall, by Ordinary Resolution, at that meeting appoint new Auditors in its place for the remainder of the term.
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Dragon Mining Limited published this content on 30 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2021 09:36:05 UTC.
