Investment Case

A Clear strategy for Growth

IRC is a vertically integrated
producer of industrial
commodities, notably...

More Investment Cases

Shareholders’ Rights

Subject to applicable legislation and regulations, including the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), and the Articles of Association of the Company as amended from time to time, the shareholders of the Company may put forward proposals at a general meeting and convene general meetings in accordance with the following procedures:

1. Procedures for putting forward proposals at the annual general meeting ("AGM")

Requirements

The following persons (the "requisitionists") are entitled to put forward a proposal (which may properly be put to the meeting) for consideration by the shareholders at AGM:

  • Shareholder(s) representing at least 2.5% of the total voting rights of all shareholders at the date of the requisition having the right to vote on that resolution at the AGM; OR
  • At least 50 shareholders at the date of the requisition having the right to vote on that resolution at the AGM.

Procedures

  • The written request must state the resolution, accompanied by a statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting, signed by the requisitionists (or 2 or more copies which between then contain the signatures of all the requisitionists).
  • The written request must be deposited at 6H, 9 Queen’s Road Central, Hong Kong, the registered office of the Company, for the attention of Company Secretary not less than 6 weeks before the AGM to which the request relates; or if later, the time at which notice is given of the AGM.
  • The request will be verified with the Company's share registrar and upon their confirmation that the written request is proper and in order, the Company Secretary will report back the request to the Board of Directors to include the resolution in the agenda for the AGM. If the written request has been verified as not in order, the requisitionists will be advised of this outcome and accordingly, the proposed resolution will not be included in the agenda for the AGM.
  • The expenses of circulating members’ statements relating to the proposed resolutions or other business to be dealt with at AGM will be borne by the Company, if such requisitions are received in time for sending with the notice of the meeting. Otherwise, the expenses will be paid by the requisitionist(s) concerned. The requisitionists should deposit or tender, not later than 7 days before the AGM, a sum reasonably sufficient to meet the Company’s expenses in complying with such request.

2. Procedures for Shareholders to propose a person for election as a Director

If a shareholder wishes to propose a person other than a Director of the Company (the “Director”) for election as a Director, the shareholder must deposit a written notice (the “Notice”) to the principal place of business of the Company in Hong Kong at: 6H, 9 Queen’s Road Central, Central District, Hong Kong or the branch share registrar of the Company: Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for the attention of the Company Secretary.

The Notice must state clearly the name of the shareholder and his/her/their shareholding, the full name of the person proposed for election as a Director, including the person’s biographical details as required by Rule 13.51(2) of the Listing Rules, and be signed by the Shareholder concerned (other than the person to be proposed). The Notice must also be accompanied by a letter of consent signed by the person proposed to be elected on his/her willingness to be elected as a Director.

The period for lodgement of the Notice will commence no earlier than the day after the despatch of the notice by the Company of the general meeting appointed for election of Directors of the Company and end no later than 7 days prior to the date of such general meeting. If the Notice is received less than 15 days prior to the general meeting, the Company will need to consider the adjournment of the general meeting in order to give shareholders 14 days' notice of the proposal.

The Notice will be verified with the Company's branch share registrar and upon their confirmation that the request is proper and in order. The Company Secretary of the Company will ask the nomination committee of the Company and the Board of Directors of the Company to consider including the resolution in the agenda for the general meeting proposing such person to be elected as a Director.

3. Procedures for convening a general meeting ("GM") by Shareholders

Requirements

Shareholder(s) representing at least 5% of the total voting rights of all the shareholders having the right to vote at GM may request the Company to convene a GM by depositing a written request to 6H, 9 Queen’s Road Central, Hong Kong, the registered office of the Company, for the attention of Company Secretary.

Procedures

  • The written request:

    - must state the general nature of the business to be dealt with at the meeting;

    - may include the text of a resolution that may properly be moved and is intended to be moved at the meeting;

    - must be signed by the requisitionists and may consist of several documents in like form, each signed by one or more requisitionists.
  • The request will be verified with the Company's share registrar and upon their confirmation that the written request is proper and in order, the Company Secretary will ask the Board of Directors to convene a GM by serving sufficient notice in accordance with the statutory requirements to all the registered shareholders. On the contrary, if the written request has been verified as not in order, the requisitionists will be advised of this outcome and accordingly, a GM will not be convened as requested.
  • Where, within 21 days of the deposit of the requisition, the Directors of the Company do not proceed duly to convene a GM for a day not more than 28 days after the date on which the notice convening the GM is given, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from the date of the original requisition.

Notice Periods

The notice period to be given to all registered shareholders for consideration of the proposal raised by the requisitionists at a GM, as follows:

  • 14 clear days' or 10 clear business days' notice in writing, whichever is the longer; and
  • 28 days' notice in writing if the proposal requires the serving of a special notice under the Companies Ordinance.

4. Contact Details

Shareholders may send their enquiries and concerns to the Company through the Company Secretary by writing to the following address:

Company Secretary

IRC Limited
6H, 9 Queen’s Road Central,
Hong Kong

The Company Secretary will forward the communications to the appropriate party or executive.