Hong Kong Resources : Announcements and Notices - Notice of Special General Meeting

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HONG KONG RESOURCES HOLDINGS COMPANY LIMITED

香 港 資 源 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability and carrying on business in Hong Kong

as HKRH China Limited)

(Stock Code: 2882)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting ("SGM") of Hong Kong Resources Holdings Company Limited (the "Company") will be held at Room 905, 9/F, Star House, 3 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 7 August 2019 at 11:00 a.m. to consider and, if thought fit, approving the following resolutions:

ORDINARY RESOLUTION

1. "THAT

1. the subscription agreement dated 29 May 2019 (the "Subscription Agreement") entered into between the Company and Well Pop Group Limited (the "Subscriber"), pursuant to which the Company has conditionally agreed to issue and the Subscriber has conditionally agreed to subscribe for the convertible bonds in the principal amount of HK$121,950,000 (the "Convertible Bonds") at the issue price equal to 100% of the principal amount of the Convertible Bonds due on a date falling on the third anniversary from the date of issue, with the conversion rights to convert the principal amount thereof into 813,000,000 ordinary shares of the Company (the "Conversion Shares", each a "Conversion Share") at the initial conversion price of HK$0.15 (subject to adjustment) per Conversion Share and all the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
2. subject to the fulfillment and/or waiver of the conditions as set out in the Subscription Agreement, the Directors be and are hereby authorised to allot and issue the Convertible Bonds in accordance with the terms and conditions of the Subscription Agreement;
3. subject to the listing committee of the Stock Exchange granting the listing of, and permission to deal in, the Conversion Shares to be allotted and issued, the Directors be and are hereby granted a specific mandate to exercise the powers of the Company to allot and issue the Conversion Shares in accordance with and subject to the terms and conditions of the Convertible Bonds; and

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1. the Directors be and are hereby authorised to do all such acts and things and execute all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to or in connection with the implementation of the transactions contemplated under the Subscription Agreement, the Convertible Bonds, and allotment and issue of the Conversion Shares which may fall to be issued upon exercise of the conversion rights attaching to the Convertible Bonds."

By order of the Board

Hong Kong Resources Holdings

Company Limited

Li Ning

Chairman

Hong Kong, 18 July 2019

Notes:

1. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or, if he is holder of more than one share, more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.
2. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed (i.e. Monday, 5 August 2019) for holding the meeting (or any adjournment thereof).
3. The register of members of the Company will be closed from Friday, 2 August 2019 to Wednesday, 7 August 2019 (both days inclusive), during which period no transfer of shares in the Company will be registered, for the purpose of determining the identity of the shareholders entitled to attend and vote at the SGM. In order to qualify for attending and voting at the SGM to be held at 11:00 a.m. on Wednesday, 7 August 2019 all transfers of shares accompanied by the relevant share certificates and transfer forms, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, 1 August 2019.
4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorised.
5. Delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting convened and in such event, the form of proxy shall be deemed to be revoked.

As at the Latest Practicable Date, the Board comprises Mr. Li Ning (Chairman), Mr. Xu Zhigang (Chief Executive Officer), Ms. Dai Wei and Mr. Hu Hongwei as executive directors and Dr. Loke Yu alias Loke Hoi Lam, Mr. Xu Xiaoping and Mr. Fan, Anthony Ren Da as independent non-executive directors.

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