THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt as to the action you should
take, you are recommended to seek your own personal financial
advice immediately from your stockbroker, solicitor, accountant or
other independent financial adviser duly authorised under the
Financial Services and Markets Act 2000 if you are resident in the
United Kingdom or, if not, from another appropriate authorized
independent financial adviser.
If you have sold or otherwise
transferred all of your ordinary shares in Beacon Rise Holdings
PLC, please forward this document, together with the accompanying
Form of Proxy, at once to the purchaser or transferee or to the
stockbroker, bank or other agent through whom the sale or transfer
was affected, for delivery to the purchaser or transferee. If you
have sold or otherwise transferred only part of your holding in the
shares, you should retain these documents and consult the
stockbroker, bank or other agent through whom the sale of transfer
was effected.
BEACON RISE HOLDINGS
PLC
(Incorporated and registered
in England and Wales with registered no.
13620150)
NOTICE OF ANNUAL GENERAL
MEETING
This document should be read as a
whole. Your attention is drawn to the letter from the Chairman of
the Company which is set out in Part I of this document and which
recommends that you vote in favour of the resolutions to be
proposed at the 2024 Annual General Meeting referred to
below.
Notice of the 2024 Annual General Meeting, which will take
place at Meeting Room 1, Paddington Works, 8 Hermitage St, London,
W2 1BE on 13th June 2024 at BST 2:30 p.m., is set out in
this document.
A Form of Proxy for use at the
meeting is enclosed with this document and should be returned as
soon as possible and in any event so as to be received by the
Company no later than BST 2:30 p.m. on 11th June
2024.
Part I
Letter from the Chairman of
Beacon Rise Holdings PLC
(Incorporated and registered
in England and Wales with registered no.
13620150)
|
Directors
|
Registered
Office:
Kemp
House
160 City
Road
London
EC1V
2NX
10th May 2024
|
|
Mr. Xiaobing Wang
|
|
Ms. Yunxia Wang
|
|
Mr. John Parker
|
Dear Shareholder
1. Introduction
I am pleased to inform you that the
2024 Annual General Meeting (the "AGM") of Beacon Rise Holdings PLC (the
"Company") will be held at
Meeting Room 1, Paddington Works,
8 Hermitage St, London, W2 1BE on 13th June 2024 at BST
2:30 p.m..
The formal notice convening the AGM
("AGM Notice") is set out
in this document. Further information on each of the resolutions to
be considered at the AGM ("Resolutions") is set out in section 2
(Resolutions at the Annual
General Meeting) below.
The Company's Annual Report and
Financial Statements for the year ended 31 December 2023 are
available for review or download in the Investors section on the
Company's website at https://www.beaconrise.uk/index.php/investors.
This letter also explains why the
Board of the Company recommend that shareholders of the Company
vote in favour of the Resolutions.
2. Resolutions at the Annual General
Meeting
Resolution 1: The Directors are
required to lay before the AGM the Directors' Annual Report and
Financial Statements of the Company for the year ended 31 December
2023.
Resolutions 2-4: The Company's
articles of association require all Directors to retire at the AGM
and, if willing, offer themselves for re-appointment by the
members.
Resolutions 5-6: These Resolutions
are proposed to approve the Directors' Remuneration Report and the
Directors' Remuneration Policy, set out on page 11 to 13 of the
Annual Report and Financial Statements.
Resolution 7: This Resolution
proposes the re-appointment of PKF Littlejohn LLP as auditors of
the Company and to authorise the Directors to determine their
remuneration. The current appointment of
PKF Littlejohn LLP as the Company's auditors will end at the
conclusion of the AGM and they have advised of its willingness to
stand for re-appointment.
Resolution 8: This Resolution is
proposed to grant to the Directors the authority to allot, pursuant
to section 551 of the Companies Act 2006, shares and grant rights
to subscribe for or to convert any security into shares in the
Company up to a maximum nominal amount of £786,888.67. The amount
represents approximately two-thirds of the Company's issued share
capital on 9th May 2024 (being the latest practicable
date prior to the publication of this AGM Notice).
For information, on 9th
May 2024 (being the latest practicable date prior to the
publication of this AGM Notice), the Company held no treasury
shares. This authority conferred pursuant to Resolution 8 replaces
any existing authorities to issue shares in the Company and will
expire on the date being 15 months from the date of the passing of
this Resolution or, if earlier, at the conclusion of next AGM of
the Company (unless previously renewed, varied or revoked by the
Company at a general meeting).
Resolution 9: This Resolution is to
approve the disapplication of pre-emption rights. The passing of
this Resolution will allow the Directors to allot shares for cash
and/or sell treasury shares without first having to offer such
shares to existing shareholders in proportion to their existing
holdings up to a maximum nominal amount of £236,066.6. This
amount represents 20 percent of the Company's issued ordinary share
capital on 9th May 2024 (being the latest practicable
date prior to the publication of this AGM Notice).
For information, on 9th
May 2024 (being the latest practicable date prior to the
publication of this AGM Notice), the Company held no treasury
shares. This authority conferred pursuant to Resolution 9 replaces
any existing authorities to issue shares in the Company and will
expire on the date being 15 months from the date of the passing of
this Resolution or, if earlier, at the conclusion of next AGM of
the Company (unless previously renewed, varied or revoked by the
Company at a general meeting).
3. Voting
Each shareholder registered on the
register of members of the Company at BST 2:30 p.m. on
11th June 2024 is entitled to vote on the Resolutions
contained in the AGM Notice. If you would like to vote on the
Resolutions but cannot come to the AGM, please complete a Form of
Proxy and return it to the Company as soon as possible and in any
event so as to be received by it by BST 2:30 p.m. on
11th June 2024. Further information in relation to the
Form of Proxy (including how to return a completed proxy
instruction) is set out in the AGM Notice and on the reverse of the
Form of Proxy itself.
4. Attendance
I hope that you will come to the
AGM, if you can.
The Company is committed to reducing
paper and improving efficiency in its shareholder communications.
This year, you will not receive a hard copy Form of Proxy for the
2024 AGM in the post automatically. You may request a hard copy
Form of Proxy directly from the Company. Details on how to request
and complete a hard copy Form of Proxy are set out in this
document.
Whether or not you intend to attend
the AGM, I would strongly encourage you, regardless of the number
of shares you own, to vote on the Resolutions in the manner
detailed in the AGM Notice, either electronically or by completing
and returning a hard copy Form of Proxy (available on request from
the Company) as soon as possible and in any event not later than
BST 2:30 p.m. on 11th June 2024.
Completion and submission or return
of the Form of Proxy does not prevent you from attending and voting
at the AGM in person.
The AGM Notice also includes
instructions to enable you to vote electronically and details of
how to register to do so. The Resolutions set out in this AGM
Notice will be voted on by way of a poll. All valid proxy votes
(whether submitted electronically or in hard copy form) will be
included in the poll to be taken at the AGM.
In addition, shareholders are
encouraged to submit questions, no later than seven days prior to
the AGM, via email to the Company at info@beaconrise.uk. To the
extent that it is appropriate to do so, the Company will endeavour
to publish these questions and the Company's responses on the
Company's website, www.beaconrise.uk, as soon as practicable after
the AGM. To ask a question, please email info@beaconrise.uk with
details of your shareholder number or other evidence of entitlement
to attend the AGM.
Yours faithfully
Xiaobing Wang
Chairman
Part II
NOTICE OF ANNUAL GENERAL
MEETING
NOTICE IS HEREBY GIVEN THAT Beacon
Rise Holdings PLC (the Company) will hold its Annual General
Meeting (the "AGM") at
Meeting Room 1, Paddington Works, 8 Hermitage St, London, W2 1BE on
13th June 2024 at BST 2:30 p.m.. You are being asked to consider
and vote on the resolutions below (the "Resolutions" and each a "Resolution"). Resolution 9 is proposed
as a special resolution and all other Resolutions are proposed as
ordinary resolutions.
Ordinary Resolutions
1. To receive the Directors' Annual Report and Financial
Statements of the Company for the year ended 31 December
2023.
2. To
re-elect Xiaobing Wang as a Director of the
Company.
3. To
re-elect Yunxia Wang as a Director of the
Company.
4. To re-elect John
Parker as a Director of the Company.
5. To receive and
approve the Directors' Remuneration Report set out on pages 11 to
13 for the year ended 31 December 2023 of the 2023 Annual
Report.
6. To approve the
Directors' Remuneration Policy set out on pages 11 to 13 of the
2023 Annual Report, to take effect from the end of this
AGM.
7. To re-appoint PKF
Littlejohn LLP as auditors of the Company to hold office until the
conclusion of the next general meeting at which accounts are laid
before the Company and authorise the Directors to determine the
remuneration of the Company's auditors.
8. That the Directors be
generally and unconditionally authorised to and in accordance with
section 551 of the Companies Act 2006 (the Act) to exercise all powers of the
Company to allot shares or grant rights to subscribe for or to
convert any security into shares up to a nominal amount of
£786,888.67, such authority to expire at the end of the next annual
general meeting of the Company or 15 months after the
passing of this Resolution, whichever is the
earlier (unless previously renewed, varied or revoked by the
Company at a general meeting), but, in each case, so that the
Company may make offers and enter into agreements during the
relevant period which would, or might, require shares to be
allotted or rights to subscribe for or to convert any security into
shares to be granted after the authority ends.
Special Resolution
9. That, subject to the
passing of Resolution 8, the Directors be generally empowered to
allot equity securities wholly for cash pursuant to the authority
given by Resolution 8, or where the allotment constitutes an
allotment of equity securities by virtue of section 560(3) of the
Act, in each case as if section 561(1) and sub-sections (1) through
(6) of section 562 of the Act did not apply to any such allotment,
provided that such power be limited to:
a) in connection
with any offer of, or invitation to apply for, equity securities
to:
i.
ordinary shareholders in proportion (as nearly as may be
practicable) to their existing holdings; and
ii. holders
of other equity securities as required by the rights of those
securities or, subject to such rights as the Directors otherwise
consider necessary,
and so that the Directors may impose
any limits or restrictions and make any arrangements which they
consider necessary or appropriate to deal with treasury shares,
fractional entitlements, record dates, legal, regulatory or
practicable problems in, or under the laws of, any territory or any
other matter; and
b) otherwise than
in connection with paragraph a), up to an aggregate nominal amount
of £236,066.6,
such power to expire at the end of
the next annual general meeting of the Company or 15 months after
the passing of this Resolution, whichever is the earlier (unless
previously renewed, varied or revoked by the Company at a general
meeting), but so that the Company may make offers and enter into
agreements during this period which would, or might, require equity
securities to be allotted after the power ends.
By order of the Board
Xiaobing Wang
Chairman
Beacon Rise Holdings PLC
10th May 2024
Notes to the Notice of Annual General
Meeting
Entitlement to attend and vote
1. Voting at the Annual
General Meeting will be carried out on a poll.
2. Only those shareholders entered on the register of members at
the BST 2:30 p.m. on 11th June 2024 (or, in the event of
any adjournment, on the 48 hours (excluding any part of the day
that is not a working day) prior to the adjourned meeting) shall be
entitled to vote at the AGM. Changes to the register of members
after the relevant deadline shall be disregarded in determining the
rights of any person to attend or vote at the meeting.
Website giving information regarding the AGM
3. Information regarding the AGM, including the notice of the AGM
and Annual Report and Financial Statements for the year ended 31
December 2023, is available in the Beacon Rise Financial Statements
section on the Company's website at https://www.beaconrise.uk/index.php/investors.
Appointment of proxy
4. If you are a
shareholder who is entitled to attend and vote at the meeting, you
are entitled to appoint one or more proxies to exercise all or any
of your rights to attend, speak and vote at the meeting and you
should have received a proxy form with this notice of meeting. A
proxy does not need to be a shareholder of the Company but must
attend the meeting to represent you. You can only appoint a proxy
using the procedures set out in these notes and the notes to the
proxy form.
5. You may appoint more
than one proxy provided each proxy is appointed to exercise the
rights attached to a different share or shares held by that
shareholder. To appoint more than one proxy, please contact the
Company by email at info@beaconrise.uk. You will need to state
clearly on each proxy form the number of shares in relation to
which the proxy is appointed. If you wish your proxy to speak on
your behalf at the meeting you will need to appoint your own choice
of proxy (not the chairman) and give your instructions directly to
them.
Appointment of proxy by post
6. The notes to the
proxy form explain how to direct your proxy how to vote on each
Resolution.
7. To appoint a proxy
using the proxy form, the form must be:
a) completed and
signed;
b) sent or delivered to
the Company at its registered office Kemp House, 160 City Road,
London, EC1V 2NX; and
c) received by the
Company no later than BST 2:30 p.m. on 11th June
2024.
8. Any power of attorney
or any other authority under which the proxy form is signed (or a
duly certified copy of such power or authority) must be included
with the proxy form.
Appointment of proxies electronically
9. As an alternative to
completing the hard-copy proxy form, you can appoint a proxy
electronically by emailing a copy of the proxy form to
info@beaconrise.uk. For an electronic proxy appointment to be
valid, your appointment must be received by the Company no later
than BST 2:30 p.m. on 11th June 2024.
10. This email address should not be
used for any other purposes unless expressly stated.
Proxy voting
11. In the case of a shareholder
which is a corporation, the proxy form must be executed in any of
the following ways: (i) under its common seal; (ii) not under its
common seal but otherwise in accordance with the articles or
constitution; or (iii) signed on its behalf by a duly authorised
officer of the company or its authorised attorney.
12. Any power of attorney or any
other authority under which a proxy form is signed (or a duly
certified copy of such power or authority) must be included with
the proxy form.
13. In the case of joint holders,
where more than one of the joint holders purports to appoint a
proxy, only the appointment submitted by the most senior holder
will be accepted. Seniority is determined by the order in which the
names of the joint holders appear in the register in respect of the
joint holding (the first-named being the most senior).
Changing proxy instructions
14. Shareholders may change proxy
instructions by submitting a new proxy appointment using the
methods set out above. Note that the cut-off time for receipt of
proxy appointments also applies in relation to amended
instructions; any amended proxy appointment received after the
relevant cut-off time will be disregarded.
15. Where you have appointed a proxy
using the hard-copy proxy form and would like to change the
instructions using another hard-copy proxy form, please contact
info@beaconrise.uk.
16. If you submit more than one
valid proxy appointment, the appointment received last before the
latest time for the receipt of proxies will take
precedence.
Termination of proxy appointment
17. A shareholder may change a proxy
instruction but to do so you will need to inform the Company in
writing by either:
a) sending a signed
hard-copy notice clearly stating your intention to revoke your
proxy appointment to the Company. In the case of a shareholder
which is a company, the revocation notice must be executed under
its common seal or signed on its behalf by an officer of the
company or an attorney for the company. Any power of attorney or
any other authority under which the revocation notice is signed (or
a duly certified copy of such power or authority) must be included
with the revocation notice; or
b) sending an email to
info@beaconrise.uk.
18. In either case, the revocation
notice must be received by the Company no later than BST 2:30 p.m.
on 11th June 2024.
19. If you attempt to revoke your
proxy appointment but the revocation is received after the time
specified, your original proxy appointment will remain valid unless
you attend the AGM and vote in person.
20. Appointment of a proxy does not
preclude you from attending the meeting and voting in person. If
you have appointed a proxy and attend the AGM in person, your proxy
appointment will automatically be terminated.
Appointment of proxies through CREST
21. CREST members who wish to
appoint a proxy or proxies through the CREST electronic proxy
appointment service may do so using the procedure described in the
CREST Manual (available at www.euroclear.com).
CREST personal members or other CREST sponsored members, and those
CREST members who have appointed a voting service provider(s),
should refer to their CREST sponsor or voting service provider(s),
who will be able to take the appropriate action on their
behalf.
22. In order
for a proxy appointment or instruction made using the CREST service
to be valid, the appropriate CREST message (CREST Proxy
Instruction) must be properly authenticated in accordance with
Euroclear UK & Ireland Limited's specifications and must
contain the information required for such instructions, as
described in the CREST Manual (available via
www.euroclear.com).
The message, regardless of whether it constitutes the appointment
of a proxy or an amendment to the instruction given to a previously
appointed proxy, must, in order to be valid, be transmitted so as
to be received by the Company's agent (RA20) by the latest time(s)
for receipt of proxy appointments. For this purpose, the time of
receipt will be taken to be the time (as determined by the
timestamp applied to the message by the CREST Applications Host)
from which the issuer's agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST. After this
time, any change of instruction to proxies appointed through CREST
should be communicated to the appointee through other
means.
23. CREST
members (and, where applicable, their CREST sponsors or voting
service providers) should note that Euroclear UK & Ireland
Limited does not make available special procedures in CREST for any
particular messages. Normal system timings and limitations will
therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting service
provider(s), to procure their CREST sponsor or voting service
provider(s) takes) such action as shall be necessary to ensure that
a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members (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
(www.euroclear.com).
24. The
Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5) (a) of the Uncertificated
Securities Regulations 2001 (as amended). Members are advised to
read the terms and conditions of use on www.euroclear.com
carefully.
Corporate representatives
25. Any
corporation which is a shareholder can appoint one or more
corporate representatives who may exercise on its behalf all of its
powers as a shareholder provided that they do not do so in relation
to the same shares.
Issued shares and total voting rights
26. As at the opening of business on
9th May 2024 (being the last practicable date prior to
publication of this document), the Company's issued share capital
comprised 1,180,333 shares of £1 each. Each share carries the right
to one vote at a general meeting of the Company and therefore the
total number of voting rights in the Company as at the opening of
business on 10th May 2024 is 1,180,333. As at the date
of this document, the Company does not hold any shares in
treasury.
Voting
27. Shareholders are requested to
vote in advance of the AGM either electronically or by completing
and returning the enclosed proxy form not later than BST 2:30 p.m.
on 11th June 2024. The results will be published on our
website www.beaconrise.uk and will be released to the London Stock
Exchange.
28. At the AGM itself, the votes on
each Resolution at the meeting will be taken by poll rather than a
show of hands. The results will be published on our website
www.beaconrise.uk and will be released to the London Stock
Exchange.
Communication
29. Except as provided above,
shareholders who have general queries about the meeting should
contact info@beaconrise.uk (no other methods of communication will
be accepted).
30. You may not use any electronic
address provided either:
a) in this notice of
general meeting; or
b) any related documents
(including the proxy form),
to communicate with the Company for
any purposes other than those expressly stated.
