ROOLIFE GROUP LTD onlyROOLIFE GROUP LIMITED ACN 613 410 398 (COMPANY)
NOTICE OF EXTRAORDINARY GENERAL MEETING & EXPLANATORY STATEMENT
Notice is given that an Extraordinary General Meeting of the Company will be held as follows:
TIME: useDATE:
PLACE:
personalAs this is an important document, please read it carefully and in its entirety. If you do not understand it please consult your professional advisors.
If you are unable to attend the Extraordinary General Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form.
For
INTRODUCTION
Notice is given that an Extraordinary General Meeting of shareholders of the Company will be as a virtual meeting at https://us02web.zoom.us/meeting/register/tZUkdOigqT0vGtQaguTCA6YlTiMN80V3x6Izon 30 December 2021 commencing at 8.30am (AWST). The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Extraordinary General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.
onlyGiven the current COVID-19 circumstances and in the interests of public health and safety, Shareholders will not be permitted to physically attend the Meeting. Please refer to the information below on how Shareholders can participate in the Meeting.
The terms and abbreviations used in this Notice and Explanatory Statement are defined in the attached Glossary.
No voting in person
Voting by proxy
A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') useto vote in their place. All Shareholders are encouraged to complete a Proxy Form to provide specific instructions to the Chair on how the Shareholder's vote is to be exercised on each item of business. The Chair must follow your instructions. Shareholders will not be permitted to appoint any other person as their proxy for the purposes of the Meeting. Proxy Forms
can be lodged as follows: Online:
By Mail:
personalProxy Forms must be received by no later than 8.30am (AWST) on 28 December 2021, being at least 48 hours before the Meeting.
Remote attendance via Zoom
The Meeting will be accessible to all Shareholders via videoconference on Zoom, an online platform which will allow Shareholders to listen and observe the Meeting. If you are a Shareholder and you wish to attend the Meeting virtually, you will need to access the following link and enter the following Meeting ID and Passcode:
Link:https://us02web.zoom.us/meeting/register/tZUkdOigqT0vGtQaguTCA6YlTiMN80V3x6Iz
Voting virtually at the Meeting
Shareholders who wish to vote virtually on the day of the Meeting may do so via the Lumi platform by using the link and Meeting ID below:
Link:
ForMeeting ID:
Please also refer to the voting instructions in the online voting guide, accessible via the link below: http://www.computershare.com.au/onlinevotingguide
You may still attend the Meeting via the Zoom videoconference facility if you have completed a Proxy Form, but the person you have appointed as proxy will cast your vote on your behalf.
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1
onlyuse personal2 For
AGENDA
RESOLUTION 1 - APPROVAL TO ISSUE PLACEMENT SHARES
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 38,461,538 Shares to the nominee(s) of the China Cross Border Trading Group consortium on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
- LC Alliance Pty Ltd, Chen & Xing Pty Ltd, Guoxian Zheng, Ausrich Resources Pty Ltd, Cantonese WA Pty Ltd or Yudong Zhang (being, collectively, those parties which comprise the China Cross Border Trading Group consortium); and
- an associate of LC Alliance Pty Ltd, Chen & Xing Pty Ltd, Guoxian Zheng, Ausrich Resources Pty Ltd, Cantonese WA Pty Ltd or Yudong Zhang (being, collectively, those parties which comprise the China Cross Border Trading Group consortium),
or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company).
However, this does not apply to a vote cast in favour of the Resolution by:
- a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
- the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
- a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
- the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
- the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
RESOLUTION 2 - APPROVAL TO ISSUE PLACEMENT OPTIONS
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 4,807,692 unlisted Options to the nominee(s) of the China Cross Border Trading Group consortium on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
- LC Alliance Pty Ltd, Chen & Xing Pty Ltd, Guoxian Zheng, Ausrich Resources Pty Ltd, Cantonese WA Pty Ltd or Yudong Zhang (being, collectively, those parties which comprise the China Cross Border Trading Group consortium); and
- an associate of LC Alliance Pty Ltd, Chen & Xing Pty Ltd, Guoxian Zheng, Ausrich Resources Pty Ltd, Cantonese WA Pty Ltd or Yudong Zhang (being, collectively, those parties which comprise the China Cross Border Trading Group consortium),
or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company).
However, this does not apply to a vote cast in favour of the Resolution by:
- a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
- the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
- a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
- the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
Page 3 of 15
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"That, for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 30,000,000 unlisted Options to the nominee(s) of the China Cross Border Trading Group consortium on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
only | (a) | LC Alliance Pty Ltd, Chen & Xing Pty Ltd, Guoxian Zheng, Ausrich Resources Pty Ltd, Cantonese WA Pty Ltd or | |
Yudong Zhang (being, collectively, those parties which comprise the China Cross Border Trading Group | |||
consortium); and | |||
(b) | an associate of LC Alliance Pty Ltd, Chen & Xing Pty Ltd, Guoxian Zheng, Ausrich Resources Pty Ltd, Cantonese | ||
WA Pty Ltd or Yudong Zhang (being, collectively, those parties which comprise the China Cross Border Trading | |||
use | |||
Group consortium), | |||
or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed | |||
issue (except a benefit solely by reason of being a holder of ordinary securities in the Company). | |||
However, this does not apply to a vote cast in favour of the Resolution by: | |||
(a) | a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions | ||
given to the proxy or attorney to vote on the Resolution in that way; or | |||
(b) | the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a | ||
direction given to the Chair to vote on the Resolution as the Chair decides; or | |||
(c) | a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary | ||
provided the following conditions are met: | |||
(i) | the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from | ||
voting, and is not an associate of a person excluded from voting, on the Resolution; and | |||
(ii) | the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to | ||
vote in that way. |
personalThe Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations that the persons eligible to vote at the Meeting are those who are registered as Shareholders of the Company at 4.00pm (AWST) on 28 December 2021.
By Order of the Board
Peter Torre
Company Secretary
25 November 2021
For
Page 4 of 15
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared for the information of Shareholders of Roolife Group Limited (Company) in connection with the business to be conducted at the Extraordinary General Meeting of the Company to be held as a virtual meeting at https://us02web.zoom.us/meeting/register/tZUkdOigqT0vGtQaguTCA6YlTiMN80V3x6Izon 30 December 2021 commencing at 8.30am (AWST).
This Explanatory Statement should be read in conjunction with the accompanying Notice of Meeting. The purpose of this onlyExplanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether
or not to pass the Resolutions in the Notice of Meeting.
No voting in person
Given the current COVID-19 circumstances and in the interests of public health and safety of our Shareholders, Shareholders will not be permitted to physically attend the Meeting. Please refer to the information below on how Shareholders can participate in the Meeting.
Voting by Proxy
useA Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are encouraged to complete Proxy Form to provide specific instructions to the Chair on how the Shareholder's vote is to be exercised on each item of business. The Chair must follow your instructions. Shareholders will not be permitted to appoint any other person as their proxy for the purposes of the Meeting. Proxy Forms can be lodged as follows:
Online:
By mail:
personalBy fax:
By mobile:
Custodian voting:
Remote attendance via Zoom
The Meeting will be accessible to all Shareholders via videoconference on Zoom, an online platform which will allow Shareholders to listen to and observe the Meeting. The link to access the Meeting is as follows:
https://us02web.zoom.us/meeting/register/tZUkdOigqT0vGtQaguTCA6YlTiMN80V3x6Iz
Voting virtually at the Meeting
ForShareholders who wish to vote virtually on the day of the Meeting may do so via the Lumi platform by using the link below: https://web.lumiagm.com/341076994
Meeting ID: 341-076-994
Please refer to the voting instructions in the online voting guide, accessible via the link below: http://www.computershare.com.au/onlinevotingguide
You may still attend the Meeting via the Zoom videoconference facility if you have completed a Proxy Form, but the person you have appointed as proxy will cast your vote on your behalf.
Page 5 of 15
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Disclaimer
Roolife Group Ltd. published this content on 26 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 November 2021 08:49:03 UTC.
