Star Phoenix Group Ltd

("Star Phoenix" or the "Company")

29 October 2021

NOTICE OF EGM

 
Star Phoenix, an AIM listed company (AIM: STA) focused on growth through attractive opportunities, announces that following announcements on 12 October 2021, a circular has been sent to shareholders together with a notice of General Meeting ("General Meeting") which is to be held at Level 1, 181 Bay Street, Brighton, Melbourne, Victoria Australia 3186 at 16:00 (AEDT) on 10 December 2021. Copies of the circular and notice of General Meeting are available from the Company's website https://www.starphoenixgroup.com/. An extract of the circular can also be seen below.

This announcement has been approved by Chairman Kerry Gu on behalf of the Company.

The information contained within this announcement is considered to be inside information prior to its release, as defined in Article 7 of the Market Abuse Regulation No. 596/2014, and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.

Star Phoenix Group Ltd
ACN 002 522 009

Notice of General Meeting

Notice is given that the Meeting will be held at:

Time:              16:00 Australian Eastern Daylight Time (AEDT)  

Date:              10 December 2021

Place:             Level 1

181 Bay Street, Brighton, Melbourne

Victoria, Australia, 3186

Please note that, due to COVID-19 safety measures, if you intend to attend the Meeting in person you will need to register your attendance in advance by sending an email to the Company Secretary at L.Liu@starphoenixgroup.com no later than 16:00 AEDT on 8 December 2021.

Directors' Recommendations
The Board recommends Shareholders vote AGAINST the Resolutions

Important

The business of the Meeting affects your shareholding and your vote is important.

This Notice of General Meeting should be read in its entirety.  If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 19:00 AEDT on 8 December 2021.

Business of the Meeting

Agenda

1.    Resolution 1 - Appointment of Mr Qu Guangsheng as a director of the Company

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

"That Mr Qu Guangsheng, having consented to act, be elected to the office of director of the Company."

2.    Resolution 2 - Appointment of Mr Deng Lian Jun as a director of the Company

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

"That Mr Deng Lian Jun, having consented to act, be elected to the office of director of the Company."

3.    Resolution 3 - Appointment of Mr Yang Chong Yi as a director of the Company

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

"That Mr Yang Chong Yi, having consented to act, be elected to the office of director of the Company."

Dated: 26 October 2021

By order of the Board

Zhiwei Gu
Executive Chairman
 

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above. 

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

·          each Shareholder has a right to appoint a proxy;

·          the proxy need not be a Shareholder of the Company; and

·          a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.  If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

·          if proxy holders vote, they must cast all directed proxies as directed; and

·          any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

United Kingdom (CREST Voting Instruction)

DI Holders in CREST may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf.

In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a "CREST Voting Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST).  

To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company's agent (3RA50) no later than 6 December 2021 at 09:00 GMT. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. DI Holders in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the DI Holder concerned to take (or, if the DI Holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time.

In this connection, DI Holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

United Kingdom (Form of Instruction) 

DI Holders are invited to attend the Meeting but are not entitled to vote at the Meeting. In order to have votes cast at the Meeting on their behalf, DI holders must complete, sign and return the Forms of Instruction forwarded to them along with the Notice to the Company's agent, Computershare UK, by 6 December 2021 at 09:00 GMT. 

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company by telephone on +61 8 6205 3012 or +44 (0) 20 3865 8430.

Explanatory Statement

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1.   Request for appointments of directors of the Company

1.1     General

Pursuant to section 249D(1) of the Corporations Act, a general meeting is required to be called upon the request of a member with at least 5% of the votes that may be cast at a general meeting of the Company.  The Directors must call the general meeting within 21 days after the request is given to the Company, and the meeting must be held no later than 2 months after notice of the request has been given to the Company.

As announced on 12 October 2021, the Company received a request from Beijing Sibo Investment Management LP (Requisitioning Shareholder), a holder of at least 5% of the votes that may be cast at a general meeting of the Company, for a general meeting to be held to consider certain appointments of directors of the Company.

The Company has called and arranged to hold the Meeting to consider all the resolutions proposed pursuant to the requests by the Requisitioning Shareholder and in accordance with the provisions of section 249D(5) of the Corporations Act.

Shareholders should note that all Resolutions contained in the Notice have been proposed pursuant to a request from the Requisitioning Shareholder, and not by the Board.

Shareholders should also note that any Director appointment is subject to the approval of the Company's Nomad.  This is consistent with the requirements of the AIM Rules for Nominated Advisers which oblige a Nomad to consider any changes to the board of directors the AIM company proposes to make, including: a) investigating and considering the suitability of proposed new directors, and b) considering the effect any changes will have on the efficacy of the Board as a whole for the Company's needs, in each case having in mind that the Company is admitted to trading on a UK public market. 

If the Nomad is not comfortable with the appropriateness of a proposed Director or the efficacy of the Board as a whole as a result of the proposed changes then such changes should not be made.

Following ongoing discussions, the Company's Nomad (WH Ireland Limited) has advised the Directors that it has yet to conduct it investigations of the individuals proposed as directors and there is a risk it would conclude it does not believe the Company is appropriate to be admitted to trading on AIM if the proposed board changes set out in the Company's circular were affected. Accordingly, if the board changes set out in this Notice are approved the Company's Nomad may tender its resignation with immediate effect.

Pursuant to Rule 1 of the AIM Rules for Companies if a Company ceases to have a Nomad the Exchange will suspend trading in its AIM securities with immediate effect. If a new Nomad is not appointed within one month of the date of resignation of the original Nomad, this will result in the Company's ordinary shares being delisted from AIM and the Company's admission to AIM being cancelled.

2.   Resolutions 1 to 3 - Appointments of directors of the Company

2.1     General

In accordance with the requirements of the Constitution and the Corporations Act, the Company has convened the Meeting to allow Shareholders to vote on the appointments of each of Mr Qu Guangsheng, Mr Deng Lian Jun and Mr Yang Chon Yi as directors of the Company.

Resolutions 1 to 3 are each ordinary resolutions.

2.2     Qualifications and other material directorships of proposed directors of the Company

The Requisitioning Shareholder has not provided any details regarding the experience, ability and background of the persons proposed to be appointed pursuant to Resolutions 1 to 3, nor have these proposed directors provided the Company with their consent to act as a director of the Company.

2.3     Independence

If elected the Board considers each of Mr Qu Guangsheng, Mr Deng Lian Jun and Mr Yang Chon Yi will not be an independent director, by reason of each being a nominee of the Requisitioning Shareholder, which is a substantial shareholder of the Company holding approximately 16.22% of the Company's voting shares.

3.   Directors' recommendations

3.1     General

The Board recommends Shareholders vote AGAINST the Resolutions for the following reasons:

I.          The Company's Nomad (WH Ireland Limited) has advised the Directors that it has yet to conduct it investigations of the individuals proposed as directors and there is a risk it would conclude it does not believe the Company is appropriate to be admitted to trading on AIM if the proposed board changes set out in the Company's circular were affected. Accordingly, if the board changes set out in this Notice are approved the Company's Nomad may tender its resignation with immediate effect.

II.         Pursuant to Rule 1 of the AIM Rules for Companies if a Company ceases to have a Nomad the Exchange will suspend trading in its AIM securities with immediate effect.  If a new Nomad is not appointed within one month of the date of resignation of the original Nomad, this will result in the Company's ordinary shares being delisted from AIM and the Company's admission to AIM being cancelled.

III.        If all of three nominees are elected, the structure of the board of the Company will have materially changed. The Requisitioning Shareholder is highly likely to control the board of the Company and those actions of the Company that do not require Shareholder approval, which may NOT benefit Shareholders as a whole.

IV.        The Requisitioning Shareholder has not provided any details regarding the experience, ability and background of the persons proposed to be appointed pursuant to Resolutions 1 to 3, nor have these proposed directors provided the Company with their consent to act as a director of the Company.

3.2     Undirected proxies

The Chairperson intends to exercise all undirected proxies AGAINST the Resolutions.

Glossary

AIM means the market of that name operated by the London Stock Exchange.

Board means the current board of directors of the Company.

Chair means the chair of the Meeting.

Company means Star Phoenix Group Ltd (ACN 002 522 009).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

DI Holder means a holder of depositary interests representing Shares which are electronically listed for trading on AIM and issued by Computershare Investor Services plc which holds legal title to the underlying Shares.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

GMT means Greenwich Mean Time.

AEDT means Australian Eastern Daylight Time.

Nomad means Nominated Adviser.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Requisitioning Shareholder means Beijing Sibo Investment Management LP.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.