CHINA RERUN CHEMICAL GROUP LTD NOTICE OF ANNuAl GENErAl MEETING
of
CHINA rEruN CHEMICAl GrOuP lIMITED (the "Company")
(Incorporated in Cayman Islands under the Companies Law with registered number 269303)
dated 27 February 2015
NOTICE IS HErEBY GIVEN that a Annual General Meeting of the Company will be held at Room
2004, Building C, Zhongke Pioneer Park, 88 Zhongbao Road, Saertu District, Daqing City, Heilongjiang Province, P.R. China 163312 on 31 March 2015 at 16:30hrs (Beijing Time) for the purpose of considering and, if thought fit, passing the following resolutions:
1. To receive the report of the directors and the accounts for the year ended 31 August 2014
2. To re-elect Mr Xinghe Wu who, retiring by rotation as director under the articles of association and, being eligible, is offering himself for re-election as director
3. To re-elect Mr Zhongzhi Zhao who, retiring by rotation as director under the articles of association and, being eligible, is offering himself for re-election as director
4. To re-elect Mrs Jane Zhu who, retiring by rotation as director under the articles of association and, being eligible, is offering herself for re-election as director
5. To re-elect Mr Nick Lyth who, retiring by rotation as director under the articles of association and, being eligible, is offering himself for re-election as director
6. To appoint UHY Hacker Young as the company's auditors until the conclusion of the next annual general meeting of the company at which accounts are laid before the members and to authorise the directors to determine their remuneration
7. To consider and, if thought fit, pass the following resolution as an Ordinary Resolutions:
(A) "THAT:
(a) subject to paragraph (b) and (c) of this resolution and in accordance with the amended and restated articles of association of the Company (the "Articles"), the exercise by the board of the directors of the Company (the "Directors") during the Relevant Period (as defined below) of all the power of the company to allot, issue and otherwise deal with new shares of the company (the "Shares") and to allot, issue or grant securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares or convertible securities, and to make or grant offers, agreements, options and warrants which would or might require the exercise of such powers be generally or unconditionally approved;
(b) the approval in paragraph (a) shall not extend beyond the Relevant Period but shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and warrants which would or might require the exercise of such power after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the paragraph (a) of the resolution, otherwise than pursuant to Shares issued as a result of Rights Issue (as defined below), the exercise of the subscription or conversion rights attaching to any warrants or any securities to convertible into Shares or the exercise of the subscription right under any options scheme or any similar arrangement for the time being adopted for the grant or issue to persons such as officers and/or employees of the Company and/or any of its
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subsidiaries of Shares or rights acquire Shares or any scrip dividend providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles, shall not exceed 25 per cent. of the aggregate nominal amount of the share capital of the Company in issue of at the date of passing the resolution and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution,
"relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
i. the conclusion of the next annual general meeting of the Company;
ii. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of the Company or any applicable law of the Cayman Islands to be held; and
iii. the revocation or variation of the authority giver under this resolution by an ordinary resolution of the shareholders of the Company in annual general meeting; and
"rights Issue" means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of the Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or arrangements as the Directors may deem necessary expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."
(B) "THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Board of Directors of the Company (the "Directors") during the Relevant Period (as hereafter below) of all the powers of the Company to purchase or repurchase on Alternative Investment Market (the "AIM") on which the securities of the company are listed and recognised by AIM for the purpose, shares of the Company (the "Shares"), Shares including any form of depositary shares representing the right to receive such shares issued by the Company and that the exercise by the Director of all powers of the Company to repurchase such Shares, subject to and in accordance with all applicable laws and requirements of the AIM Rules for Companies and the AIM Rules for Nominated Advisor or of any other stock exchange and amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of the shares which may be purchased or repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of the aggregated nominal amount of the share capital of the Company in issue at the date of this resolution, and the said approval shall be limited accordingly; and
(c) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until which ever is the earliest of:
i. the conclusion of the next annual general meeting of the Company;
ii. the expiration of the period within which the next annual general meeting of the Company is required by the Amended and Restated Articles of Association of the Company or any applicable law of the Cayman Islands to be held; and
iii. the revocation or variation of the authority giver under this resolution by an ordinary resolution of the shareholders of the Company in annual general meeting.
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SPECIAL RESOLUTIONS8. as special business, to consider and, if thought fit, pass the following resolution as special resolution:
Special Resolution
"THAT subject to the approval of Ordinary Resolution numbered 7 set out in the notice convening this meeting, that, as a special resolution, the Directors be empowered to allot new ordinary shares of a par value of USD$0.000007874 each in the capital of the Company, pursuant to the authority conferred by Ordinary Resolution numbered 7, as if Article 2.3 of the Articles of Association of the Company did not apply to such allotment (to the extent that Articles 2.3 would otherwise apply to such allotment)."
By Order of the Board
Chairman: Mr Xinghe Wu
registered office:
89 Nexus Way
Camana Bay
Grand Cayman KY1-9007
Cayman Islands
Dated: 27 February 2015
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