Poll results of the special meeting held on october 31, 2018
Reference is made to the notice of the special meeting of shareholders (the “Meeting”) of Sunshine Oilsands Ltd. (the “Company”) dated October 5, 2018 (the “Notice”).
Unless the context requires otherwise, terms used herein shall have the same meanings as those defined in the Company’s circular dated October 5, 2018 (the “Circular”).
The board of directors of the Company (the “Board”) is pleased to announce that all resolutions as set out in the Notice were duly passed by the shareholders of the Company (the “Shareholders”) by way of poll at the Meeting held on October 31, 2018 (Hong Kong time) / October 30, 2018 (Calgary time). Computershare Hong Kong Investor Services Limited, the Hong Kong share registrar of the Company, was appointed as the scrutineer for the vote-taking at the Meeting.
The poll results in respect of the resolutions proposed at the Meeting are set out below:
| Ordinary Resolutions | Number of Votes (%) | Total Voting Rights Present at the Meeting | ||||
| For | Against | |||||
| 1. To refresh and renew the existing scheme mandate limit in respect of granting of options to subscribe for shares of the Company under the Share Option Scheme provided that the total number of shares which may be allotted and issued upon exercise of all options to be granted under the Share Option Scheme (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme) must not exceed 10% of the shares of the Company in issue as at the date hereof; and to authorize the Directors i) to do all such acts and execute all such documents to effect the Refreshed Scheme Limit; ii) subject to compliance with the Listing Rules, to grant options to subscribe for shares of the Company within the Refreshed Scheme Mandate Limit pursuant to the Share Option Scheme; and iii) to exercise all powers to allot, issue and deal with shares of the Company pursuant to the exercise of options granted under the Share Option Scheme within the Refreshed Scheme Mandate Limit |
1,404,878,743 |
13,708,200 |
1,418,586,943 | |||
| The resolution was duly passed as an ordinary resolution. | ||||||
| 2. To ratify, confirm and approve the grant of options to the Chairman, Mr. Kwok Ping Sun, under the Share Option Scheme on July 5, 2018, to subscribe for an aggregate of 300,000,000 class “A” common voting shares at an exercise price of HK$0.236 per Share subject to terms and conditions as set out in the circular dated October 5, 2018; and to authorize any one Director to do all such further acts or things, to sign and execute all such documents and to take all such steps which in his/her opinion may be necessary, appropriate, desirable or expedient for the purposes of, or in connection with, implementing and/or giving full effect to such grant and exercise of the options |
566,596,558 |
13,708,200 |
580,304,758 | |||
| The resolution was duly passed as an ordinary resolution. | ||||||
| 3. To confirm and approve the proposed amendment to the terms of the Joint Operating Agreement and the other supporting agreements as set out in the circular dated October 5, 2018; and to authorize any one Director, for and on behalf of the Company, amongst other matters, to sign, execute and deliver or to authorize the signing, execution and delivery of all such documents and to do all such things as he may in his absolute discretion consider necessary, expedient or desirable to implement and/or to give effect to or otherwise in connection with the Proposed Amendment as defined in the circular |
679,784,943 |
4,502,500 |
684,287,443 | |||
| The resolution was duly passed as an ordinary resolution. | ||||||
Please refer to the Circular for the full text of the above resolutions.
As at October 31, 2018 (Hong Kong time) / October 30, 2018 (Calgary time), the total number of shares of the Company was 6,013,596,172 shares, which was the total number of shares entitling the holders thereof to attend and vote for or against the Resolution 1. proposed at the Meeting.
Mr. Kwok Ping Sun, Executive Chairman of the Company, holds 738,489,500 Shares and is deemed to be interested in 944,737,500 Shares through his controlled and wholly-owned companies.
In accordance with Rule 17.04(1) of the Listing Rules, Mr. Kwok Ping Sun, his associates and all core connected persons of the Company were required to abstain from voting on Resolution 2. Their total shareholdings as at the date of the Meeting was 1,800,801,847 Shares. Accordingly, the total number of Shares entitling the Shareholders to attend and vote on the Resolution 2. was 4,212,794,325 Shares.
As regards Resolution 3, under Chapter 14A of the Listing Rules and as disclosed in the Circular, Mr. Kwok Ping Sun, his associates and Ms. Xijuan Jiang, non-executive Director of the Company, are required to abstain from voting. Their total shareholding as at the date of the Meeting was 1,683,527,000 Shares and hence, the total number of Shares entitling the Shareholders to attend and vote on Resolution 3. was 4,330,069,172 Shares.
Save as disclosed herein, there were no restrictions on the holders of the Shares to attend and vote for or against the resolutions proposed at the Meeting. There were no Shares entitling the Shareholders to attend and had to abstain from voting in favour of the proposed resolutions at the Meeting as set out the Listing Rules. No Shareholder was required under the Listing Rules to abstain from voting for approving the resolutions proposed at the Meeting. No parties were indicated in the Circular that they intended to vote against or to abstain from voting on the resolutions at the Meeting.
By Order of the Board of Sunshine Oilsands Ltd.
Sun Kwok Ping
Executive Chairman