TIDMSTA
RNS Number : 5479B
Star Phoenix Group Ltd
02 June 2023
Star Phoenix Group Ltd
("Star Phoenix" or the "Company")
2 June 2023
NOTICE OF ANNUAL GENERAL MEETING
Star Phoenix (AIM: STA), an international company with an
oilfield services business in Trinidad and an oil and gas interest
in Indonesia, advises that a circular has been sent to shareholders
together with a notice of Annual General Meeting ("AGM") which is
to be held at Level 1, 181 Bay Street, Brighton, Melbourne,
Victoria Australia 3186 at 16:00 (AET) on 28 June 2023. Copies of
the circular and Notice of AGM 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 Lubing Liu on
behalf of the Company.
Contact Details
WH Ireland Limited (Nominated
Star Phoenix Group Ltd Adviser and Broker)
Robin Luo (Company Secretary) James Joyce / Enzo Aliaj
e. admin@starphoenixgroup.com t. +44 (0)20 7220 1666
t. +61 8 6205 3012
This announcement contains inside information for the purposes
of Article 7 of the UK version of Regulation (EU) No 596/2014 which
is part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended ("MAR"). Upon the publication of this announcement
via a Regulatory Information Service, this inside information is
now considered to be in the public domain.
Star Phoenix Group Ltd
ACN 002 522 009
Notice of Annual General Meeting
Notice is given that the Annual General Meeting will be held
at:
Time : 16:00 Australian Eastern Time (AET)
Date : 28 June 2023
Place : Level 1, 181 Bay Street, Brighton
Melbourne, Victoria, Australia 3186
It is recommended that persons proposing to attend the General
Meeting in person to register their attendance in advance by
sending an email to the Company Secretary at
R.Luo@starphoenixgroup.com no later than 48 hours before the date
and time of the Meeting.
Important
The business of the Meeting affects your shareholding and your
vote is important.
This Notice of 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
16:00 ( GMT ) on 26 June 2023.
Business of the Meeting
Agenda
Financial Statements and Reports
To table and consider the Annual Report of the Company and its
controlled entities for the financial year ended 30 June 2022,
which includes the Financial Report, the Directors' Report, the
Remuneration Report and the Auditor's Report.
Resolution 1 - Re-election of Director - Mr Lubing Liu
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of clause 13.2 of the Constitution, and
for all other purposes, Mr Lubing Liu, a Director, retires by
rotation, and being eligible, is elected as a Director."
Resolution 2 - Election of Director - Dr YuFeng Meng
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of clause 13.4 of the Constitution, and
for all other purposes, Dr YuFeng Meng, a Director who was
appointed as an additional director of the Company on 6 April 2023,
retires, and being eligible, is elected as a Director."
Dated: 2 June 2023
By order of the Board
Lubing Liu
Executive Chairman
Attendance and 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 26 June 2023 at 4.00pm (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 26 June 2023 at 4.00pm
(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. Annual Report
Shareholders will be offered the opportunity to discuss the
Annual Report at the Meeting. The Company will not provide a hard
copy of the Annual Report to Shareholders unless specifically
requested to do so. The Annual Report is available on the Company's
website at
https://www.starphoenixgroup.com/investors/reports-and-publications/.
There is no requirement for Shareholders to approve the Annual
Report. However, the Chair will allow a reasonable opportunity for
Shareholders to ask questions or make comments about the Annual
Report and the management of the Company. Shareholders will also be
given an opportunity to ask the auditor questions as permitted by
the Corporations Act.
2. Resolution 1 - Re-election of Director - Mr Lubing Liu
2.1 General
The Constitution set outs the requirements for determining which
Director are to retire by rotation at an annual general
meeting.
Pursuant to clause 13.2 of the Constitution, at the Company's
annual general meeting one third of the Directors, the number
nearest to one-third if the number of Directors is not divisible by
3, (rounded upwards in case of doubt), shall retire, provided that
no director shall hold office for longer than 3 years or until the
third annual general meeting after their appointment, whichever is
longer. Directors retiring by rotation are then eligible for
election by Shareholders.
Mr Lubing Liu, who has served as a director since 16 June 2016
and was last re-elected on 29 November 2019, retires by rotation,
being eligible, seeks re-election from Shareholders.
2.2 Qualifications and other material directorships
Mr Lubing Liu has 28 years of global experience in petroleum
exploration, development, production, joint venture operations and
new ventures. Prior to joining Range, Mr Liu held various
subsurface leader roles, including Chief Reservoir Engineer with
Melbana Energy Limited, Vice President of Exploration and Petroleum
Technology with Sinopec East Puffin Pty Ltd, and petroleum
engineering leader roles with other international exploration and
production and energy service companies including ConocoPhillips,
CNOOC, Woodside, RPS and LR. Mr Liu is experienced in petroleum
engineering and has extensive IOR/EOR (waterflood inclusive) and
gas cycling experience having worked at the Xijiang24-3/30-2/24-1
oilfields, Liuhua 11-1 oilfield and Penglai oilfield in China, the
Chinguetti oilfield in Mauritania, Block 95 in Peru, Goodwyn gas
field, Thylacine & Geographe gas field and Longtom gas field in
Australia. Mr Liu holds a BSc in Petroleum Engineering from the
Southwest Petroleum University, China. He is a Member of the
Society of Petroleum Engineers.
2.3 Independence
If elected the Board considers Mr Lubing Liu will not be an
independent director.
2.4 Board recommendation
The Board (other than Mr Lubing Liu abstaining because of his
interest in this Resolution) SUPPORTS the election of Mr Lubing Liu
and recommends that Shareholders vote in FAVOUR of Resolution
1.
3. Resolution 2 - Election of Director - Dr YuFeng Meng
3.1 General
The Constitution allows the Directors to appoint at any time a
person to be a Director either to fill a casual vacancy or as an
addition to the existing Directors, but only where the total number
of Directors does not at any time exceed the maximum number
specified by the Constitution.
Pursuant to the Constitution, any Director so appointed holds
office only until the next following annual general meeting and is
then eligible for election by Shareholders but shall not be taken
into account in determining the Directors who are to retire by
rotation (if any) at that meeting.
Dr YuFeng Meng, having been appointed as a Director by the other
Directors on 6 April 2023 and having not previously been elected by
Shareholders, will retire in accordance with the Constitution and,
being eligible, seeks election from Shareholders.
3.2 Qualifications and other material directorships
Dr Meng's career spans over 30 years across the USA, Australia,
Hong Kong and China, where she held various leadership, management
and consulting roles in different sectors including education,
aircraft tyre logistics, waste management, real estate, equity
investment, banking and Free Trade Zone management and marketing.
Dr Meng has experience in the public sector, project management,
and finance (particularly in the Build-Operate-Transfer or
Build-Own-Operate-Transfer project financing). More recently, she
organised numerous government trade delegations to promote
bilateral business co-operation between China and Australia. Dr
Meng holds a PhD in Business Administration from InterAmerican
University and an MBA in Business Administration from Southern
California University.
3.3 Independence
The Board does not consider Dr YuFeng Meng to be an independent
director, because she is a nominee of a substantial shareholder
(Beijing Sibo Investment Management LP (Sibo)).
3.4 Board recommendation
The Board (other than Dr YuFeng Meng who does not make a
recommendation in respect of her own election) SUPPORTS the
election of Dr YuFeng Meng and recommends that Shareholders vote in
FAVOUR of Resolution 2.
Glossary
AET means Australian Eastern Time, as observed in Sydney, New
South Wales.
AIM means the market of that name operated by the London Stock
Exchange.
AIM Rules means the AIM Rules for Companies published by the
London Stock Exchange, as amended from time to time.
Annual General Meeting or Meeting means the annual general
meeting of the Company convened by this Notice.
Annual Report means the Directors' Report, the Financial Report
and Auditor's Report in respect to the financial year ended 30 June
2022.
ASIC means the Australian Securities & Investments
Commission.
Auditor's Report means the auditor's report on the Financial
Report.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year's
Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any
other day that AIM declares is not a business day.
Chair means the chair of the Meeting.
Company means Star Phoenix Group Ltd (ACN 002 522 009).
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
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.
Directors means the current directors of the Company.
Directors' Report means the annual directors' report prepared
under Chapter 2M of the Corporations Act for the Company and its
controlled entities.
Explanatory Statement means the explanatory statement
accompanying the Notice.
Financial Report means the annual financial report prepared
under Chapter 2M of the Corporations Act for the Company and its
controlled entities.
GMT means Greenwich Mean Time.
Key Management Personnel has the same meaning as in the
accounting standards issued by the Australian Accounting Standards
Board and means those persons having authority and responsibility
for planning, directing and controlling the activities of the
Company, or if the Company is part of a consolidated entity, of the
consolidated entity, directly or indirectly, including any director
(whether executive or otherwise) of the Company, or if the Company
is part of a consolidated entity, of an entity within the
consolidated group.
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.
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.
Shareholder means a registered holder of a Share.
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END
NOAFTMITMTAMBMJ
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