REG - Star Phoenix Group - NOTICE OF ANNUAL GENERAL MEETING

Star PhoenixAnnouncement

02/06/2023 16:00

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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 Adviser and Broker)

 Star Phoenix Group Ltd                                               James Joyce / Enzo Aliaj

 Robin Luo (Company Secretary)                                        t.   +44 (0)20 7220 1666

 e. admin@starphoenixgroup.com (mailto:admin@starphoenixgroup.com)

 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
(mailto: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 (http://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/
(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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