TIDMRRL
RNS Number : 1009N
Range Resources Limited
21 October 2016
Notice of Annual General Meeting
Range advises of its Notice of Annual General Meeting
("Notice"). The meeting will be held on Friday, 25 November 2016 at
10.00 am (GMT) at 9 Adam Street, London, WC2N 6AA, United Kingdom.
Instructions on voting are included in the Notice of Meeting.
A copy of the Notice of Meeting has been dispatched to
shareholders. Full details, including the Notice are available on
the Company's website www.rangeresources.co.uk and also the
Australian Securities Exchange website www.asx.com.au (ASX code:
RRS).
RANGE RESOURCES LIMITED
ACN 002 522 009
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held at
9 Adam Street, London, WC2N 6AA, United Kingdom
on Friday, 25 November 2016 at 10.00am (GMT).
This Notice of Annual General Meeting should be read in its
entirety. If Shareholders are in doubt as to how they should vote,
they should seek advice from their accountant, solicitor or other
professional adviser prior to voting.
Should you wish to discuss any matter please do not hesitate to
contact the Company by telephone on +44 (0) 20 7520 9486 or +61
(08) 6205 3012.
RANGE RESOURCES LIMITED
ACN 002 522 009
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an annual general meeting of
Shareholders of Range Resources Limited (Company) will be held at 9
Adam Street, London WC2N 6AA, United Kingdom on Friday, 25 November
2016 at 10.00am (GMT) (Meeting).
DI Holders may attend the Meeting but will not be permitted to
vote at the Meeting. For their votes to be counted DI Holders must
submit their CREST Voting Instruction to the Company's agent by the
required cut-off time set out in Section 1.4 below. Alternatively,
DI Holders can vote using the enclosed Form of Instruction as per
the instruction set out in Section 1.5 below.
The Explanatory Memorandum to this Notice provides additional
information on matters to be considered at the Meeting. The
Explanatory Memorandum and the Proxy Form, or Form of Instruction
if you are a DI Holder, form part of this Notice.
The Directors have determined pursuant to regulation 7.11.37 of
the Corporations Regulations 2001 (Cth) that the persons eligible
to vote at the Meeting are those who are registered as Shareholders
on Wednesday, 23 November 2016 at 10.00am (GMT).
Terms and abbreviations used in this Notice and Explanatory
Memorandum are defined in Schedule 1.
AGA
1. Annual Report
To table and consider the Annual Report of the Company and its
controlled entities for the year ended 30 June 2016, which includes
the Financial Report, the Directors' Report and the Auditor's
Report.
2. Resolution 1 - Adoption of Remuneration Report
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That for the purpose of section 250R(2) of the Corporations Act
and for all other purposes, the 2016 Remuneration Report be adopted
by the Shareholders on the terms and conditions in the Explanatory
Memorandum."
Note: The vote on Resolution 1 will be an advisory vote of
Shareholders only, and will not bind the Directors or the
Company.
Voting Prohibition: In accordance with section 250R of the
Corporations Act, a vote on this Resolution 1 must not be cast (in
any capacity) by, or on behalf of:
(a) a member of the Key Management Personnel whose remuneration
details are included in the Remuneration Report; or
(b) a Closely Related Party of such member.
However, a person described above may cast a vote on Resolution
1 if the vote is not cast on behalf of a person described in
subparagraphs (a) or (b) above and either:
(a) the person does so as a proxy appointed in writing that
specifies how the proxy is to vote on Resolution 1; or
(b) the person is the Chairman voting an undirected proxy which
expressly authorises the Chairman to vote the proxy on a resolution
connected directly or indirectly with the remuneration of a member
of the Key Management Personnel.
3. Resolution 2 - Re-election of Director - Mr David Yu Chen
To consider and, if thought fit, to pass with or without
amendment, the following resolution as an ordinary resolution:
"That Mr David Yu Chen, who retires in accordance with clause
13.2 of the Constitution and, being eligible, offers himself for
re-election, be re-elected as a Director."
4. Resolution 3 - Re-election of Director - Ms Juan Wang
To consider and, if thought fit, to pass with or without
amendment, the following resolution as an ordinary resolution:
"That Ms Juan Wang, who retires in accordance with clause 13.2
of the Constitution and, being eligible, offers herself for
re-election, be re-elected as a Director."
5. Resolution 4 - Re-election of Director - Mr Lubing Liu
To consider and, if thought fit, to pass with or without
amendment, the following resolution as an ordinary resolution:
"That Mr Lubing Liu, who was appointed on 16 June 2016, retires
in accordance with clause 13.4 of the Constitution and, being
eligible, offers himself for re-election, be re-elected as a
Director."
6. Resolution 5 - Re-election of Director - Dr Yi Zeng
To consider and, if thought fit, to pass with or without
amendment, the following resolution as an ordinary resolution:
"That Dr Yi Zeng, who was appointed on 16 June 2016, retires in
accordance with clause 13.4 of the Constitution and, being
eligible, offers himself for re-election, be re-elected as a
Director."
7. Resolution 6 - Issue of Director Options - Mr Yan Liu
To consider and, if thought fit, to pass with or without
amendment, the following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 10.11 and for all other
purposes, approval is given for the Company to issue 20,000,000
Director Options to Mr Yan Liu (or his nominee) on the terms and
conditions set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Mr Yan Liu (or his nominee) and any of their associates.
However, the Company will not disregard a vote if:
(a) it is cast by the person as proxy for a person who is
entitled to vote, in accordance with directions on the Proxy Form;
or
(b) it is cast by the person chairing the Meeting as proxy for a
person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
8. Resolution 7 - Issue of Director Options - Mr Zhiwei Gu
To consider and, if thought fit, to pass with or without
amendment, the following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 10.11 and for all other
purposes, approval is given for the Company to issue 22,500,000
Director Options to Mr Zhiwei Gu (or his nominee) on the terms and
conditions set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Mr Zhiwei Gu (or his nominee) and any of their associates.
However, the Company will not disregard a vote if:
(a) it is cast by the person as proxy for a person who is
entitled to vote, in accordance with directions on the Proxy Form;
or
(b) it is cast by the person chairing the Meeting as proxy for a
person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
Dated 21 October 2016
BY ORDER OF THE BOARD
Mr Nick Beattie,
Company Secretary
RANGE RESOURCES LIMITED
ACN 002 522 009
EXPLANATORY MEMORANDUM
1. Introduction
1.1 General
This Explanatory Memorandum has been prepared for the
information of Shareholders in connection with the business to be
conducted at the Meeting to be held at 9 Adam Street, London WC2N
6AA, United Kingdom on Friday, 25 November 2016 at 10.00am (GMT).
DI Holders are able to attend the Meeting, but may not vote at the
Meeting.
This Explanatory Memorandum should be read in conjunction with
and forms part of the accompanying Notice. Shareholders should read
the Notice and this Explanatory Memorandum carefully before
deciding how to vote on the Resolutions.
1.2 Proxies
A Proxy Form is attached to the Notice. This is to be used by
Shareholders if they wish to appoint a representative (a 'proxy')
to vote in their place. All Shareholders are invited and encouraged
to attend the Meeting or, if they are unable to attend in person,
sign and return the Proxy Form to the Company in accordance with
the instructions thereon. Lodgment of a Proxy Form will not
preclude a Shareholder from attending and voting at the Meeting in
person.
Please note that:
(a) a member of the Company entitled to attend and vote at the
Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes
may appoint two proxies and may specify the proportion or number of
votes each proxy is appointed to exercise, but where the proportion
or number is not specified, each proxy may exercise half of the
votes.
The enclosed Proxy Form provides further details on appointing
proxies and lodging Proxy Forms.
1.3 Annual Report
Shareholders will be offered the opportunity to discuss the
Annual Report at the Meeting. Copies of the report can be found on
the Company's website www.rangeresources.co.uk or by contacting the
Company on +44 (0) 20 7520 9486 or +61 (08) 6205 3012.
There is no requirement for Shareholders to approve the Annual
Report.
Shareholders will be offered the following opportunities:
(a) discuss the Annual Report for the financial year ended 30 June 2016;
(b) ask questions or make comment on the management of the Company;
(c) ask the auditor questions about the conduct of the audit and
the preparation and content of the Auditor's Report.
In addition to taking questions at the Meeting, written
questions to the Chairman about the management of the Company, or
to the Company's auditor about:
(a) the preparation and the content of the Auditor's Report;
(b) the conduct of the audit;
(c) accounting policies adopted by the Company in relation to
the preparation of the financial statements; and
(d) the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than 5 business days before the
Meeting to the Company Secretary at the Company's registered
office.
1.4 United Kingdom (CREST Voting Instruction)
DI Holders in CREST may transmit voting instructions by
utilising the CREST voting service in accordance with the
procedures described in the CREST Manual. CREST personal members or
other CREST sponsored members, and those CREST members who have
appointed a voting service provider, should refer to their CREST
sponsor or voting service provider, who will be able to take
appropriate action on their behalf.
In order for instructions made using the CREST voting service to
be valid, the appropriate CREST message (a "CREST Voting
Instruction") must be properly authenticated in accordance with
Euroclear's specifications and must contain the information
required for such instructions, as described in the CREST Manual
(available via www.euroclear.com/CREST).
To be effective, the CREST Voting Instruction must be
transmitted so as to be received by the Company's agent (3RA50) no
later than 21 November 2016 at 4.30pm (GMT). For this purpose, the
time of receipt will be taken to be the time (as determined by the
timestamp applied to the CREST Voting Instruction by the CREST
applications host) from which the Company's agent is able to
retrieve the CREST Voting Instruction by enquiry to CREST in the
manner prescribed by CREST. DI Holders in CREST and, where
applicable, their CREST sponsors or voting service providers should
note that Euroclear does not make available special procedures in
CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the transmission of
CREST Voting Instructions. It is the responsibility of the DI
Holder concerned to take (or, if the DI Holder is a CREST personal
member or sponsored member or has appointed a voting service
provider, to procure that the CREST sponsor or voting service
provider takes) such action as shall be necessary to ensure that a
CREST Voting Instruction is transmitted by means of the CREST
voting service by any particular time.
In this connection, DI Holders 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.
1.5 United Kingdom (Form of Instruction)
DI Holders are invited to attend the Meeting but are not
entitled to vote at the Meeting. In order to have votes cast at the
Meeting on their behalf, DI holders must complete, sign and return
the Forms of Instruction forwarded to them along with the Notice to
the Company's agent, Computershare UK, by 21 November 2016 at
4.30pm (GMT).
2. Resolution 1 - Adoption of Remuneration Report
The Corporations Act provides that the Company is required to
put the Remuneration Report to the vote of Shareholders. The
Directors' Report contains a Remuneration Report which sets out the
remuneration policy for the Company and reports the remuneration
arrangements in place for the executive and non-executive
directors.
The Chairman will allow a reasonable opportunity for
Shareholders as a whole to ask about, or make comments on the
Remuneration Report.
The vote on Resolution 1 is advisory only and does not bind the
Company or its Directors. However, the Board will actively consider
the outcome of the vote and comments made by Shareholders on the
Remuneration Report when reviewing the Company's future
remuneration policies and practices.
3. Resolutions 2 to 3 - Re-election of Directors
3.1 General
Clause 13.2 of the Constitution requires that one third of the
Directors must retire at each annual general meeting (rounded
upwards to the nearest whole number). Clause 13.2 provides that a
Director who retires under clause 13.2 is eligible for
re-election.
Each of Mr David Yu Chen and Ms Juan Wang will retire by
rotation and, being eligible, accordingly seek re-election. Details
regarding each of these Directors are set out below.
3.2 Re-election of Director - Mr David Yu Chen
Mr Chen has over 18 years of corporate experience, having served
as Chief Executive and Board member for companies listed on US and
Hong Kong stock markets. He founded Huashan Capital in 2009 to
invest in the resources sector. His investment experience includes
the establishment of a US-listed special purpose acquisition fund
and venture capital investments in China. Mr Chen is currently the
Vice Chairman and President of Hengxing Gold, a Hong Kong Stock
Exchange listed gold mining company. Mr Chen has served as a
director of several technology companies in China, including
Payeco, a leading mobile payment service provider; Cardvalue, a
data driven online small business loan provider; and Freshfresh
eCommerce, an online fresh produce retailer.
The Board (other than Mr David Yu Chen abstaining because of his
interest in this Resolution) recommends that Shareholders vote FOR
this Resolution.
3.3 Re-election of Director - Ms Juan Wang
Ms Wang is currently a president of Energy Prospecting
Technology USA, Inc ("EPT"). and LandOcean Energy Canada Ltd.
("LOEC") where she is responsible for overall management work for
the subsidiary companies of LandOcean Energy Services Co. Ltd. in
Houston and Calgary. Ms Wang has tendered her resignation from
these positions with EPT and LOEC which will be effective from
November 2016. Prior to the current position, she was an investment
manager at Anterra Energy Inc. responsible for Chinese investor
liaisons. Prior to joining Anterra, Ms Wang was manager of
corporate mergers and acquisitions at LandOcean Energy Services Co.
Ltd. Ms Wang has a commercial banking background, having previously
worked for Deutsche Bank and Bank of East Asia.
The Board (other than Ms Juan Wang abstaining because of her
interest in this Resolution) recommends that Shareholders vote FOR
this Resolution.
4. Resolutions 4 to 5 - Re-election of Directors
4.1 General
Clause 13.4 of the Constitution allows the Directors to appoint
at any time a person to be a Director, either to fill a casual
vacancy or as an addition to the existing Directors, but only where
the total number of Directors does not at any time exceed the
maximum number specified by the Constitution. Any Director so
appointed holds office only until the next following annual general
meeting and is then eligible for re-election.
Each of Mr Lubing Liu and Dr Yi Zeng have been appointed by the
Directors and accordingly seek re-election. Details regarding each
of these Directors are set out below.
4.2 Re-Election of Director - Mr Lubing Liu
Mr Lubing Liu, has over 20 years' extensive global experience in
petroleum exploration, development, production, joint venture
operations and new ventures. He is currently an independent
consultant to MEO Australia Limited (an ASX listed company). Prior
to that, he held various subsurface leader roles, including Chief
Reservoir Engineer with MEO Australia Limited, Vice President of
Exploration and Petroleum Technology with Sinopec East Puffin Pty
Ltd, and other international E&P and energy service companies
including ConocoPhillips, CNOOC, Woodside, RPS and Senergy. Mr Liu
has an extensive waterflooding experience having worked at the
Penglai oilfield in China, the Chinguetti oilfield in Mauritania
and Block 95 in Peru. Mr Liu holds a BSc in Petroleum Engineering
from the Southwest Petroleum University, China. He is a Member of
the Society of Petroleum Engineers.
The Board (other than Mr Lubing Liu abstaining because of his
interest in this Resolution) recommends that Shareholders vote FOR
this Resolution.
4.3 Re-election of Director - Dr Yi Zeng
Dr Yi Zeng, has over 30 years of experience in the oil and gas
and mining industries. Dr Zeng has held various technical and
research positions with global companies, including BHP Billiton
and Santos Asia Pacific. Dr Yi Zeng holds a PhD in Geophysics from
the Victoria University of Wellington, New Zealand; MSc in Applied
Geophysics; and BSc in Geophysical Exploration from the Chengdu
University of Technology, China.
The Board (other than Dr Yi Zeng abstaining because of his
interest in this Resolution) recommends that Shareholders vote FOR
this Resolution.
5. Resolutions 6 to 7 - Issue of Director Options
5.1 Background
Pursuant to Resolutions 6 to 7, the Company proposes to grant a
total of 42,500,000 Director Options to Mr Yan Liu and Mr Zhiwei
Gu, and/or their nominees.
The primary purpose of the grant of the Director Options is to
provide a performance linked incentive component in the Directors'
remuneration packages to assist the Company in attracting,
retaining, motivating and rewarding their performance, and to align
their interests with those of Shareholders. The Board considers
that the experience of the Directors will greatly assist the
development of the Company. As such, the Board believes that the
number of Director Options to be granted to the Directors is
commensurate with their value to the Company.
Listing Rule 10.11 requires shareholder approval to be obtained
where an entity issues, or agrees to issue, securities to a related
party, or a person whose relationship with the entity or a related
party is, in ASX's opinion, such that approval should be obtained,
unless an exception in ASX Listing Rule 10.12 applies. Approval
pursuant to Listing Rule 7.1 is not required in order to issue the
Director Options as approval is being obtained under ASX Listing
Rule 10.11.
Each of the directors whom Director Options will be issued is a
related party of the Company by virtue of being a Director of the
Company.
The Board (other than each Director in relation to the issue of
Director Options to them, in which case they decline to make a
recommendation) supports the grant of Director Options to each of
Mr Yan Liu and Mr Zhiwei Gu.
5.2 Related Party Approval
The Company is not seeking Shareholder approval for the
financial benefit covered by Resolutions 6 to 7 as the Board has
resolved that the financial benefit to be provided to the Directors
pursuant to the Director Options comes within the reasonable
remuneration exemption to Chapter 2E of the Corporations Act 2001
(Cth).
5.3 Information required by Listing Rule 10.13
For the purposes of Listing Rule 10.13, information regarding
the issue of the Director Options is provided as follows:
(a) The Director Options will be issued to Mr Yan Liu and Mr
Zhiwei Gu, and/or their nominees.
(b) The maximum number of Director Options the Company can issue
to each of the Directors and/or their nominees under Resolutions 6
to 7 is as follows:
(i) Mr Yan Liu - 20,000,000 Director Options; and
(ii) Mr Zhiwei Gu - 22,500,000 Director Options.
(c) The Company will issue the Director Options to the relevant
Directors and/or their nominees no later than one month after the
Meeting (or such later date to the extent permitted by any ASX
waiver or modification of the Listing Rules) and it is anticipated
the Director Options will be issued on one date.
(d) The Director Options will be issued for nil cash consideration.
(e) The Director Options will have the terms and conditions set out in Schedule 2.
(f) A voting exclusion statement is included in the Notice.
Schedule 1 - Definitions
Annual Report means the Directors' Report, the Financial Report
and Auditor's Report in respect to the financial year ended 30 June
2016.
ASIC means Australian Securities and Investments Commission.
ASX means ASX Limited (ACN 008 624 691) and, where the context
permits, the Australian Securities Exchange operated by ASX.
Auditor's Report means the auditor's report on the Financial
Report.
Board means the board of Directors.
Chairman means the chairman of the Meeting.
Closely Related Party has the meaning in section 9 of the
Corporations Act.
Company means Range Resources Limited ACN 002 522 009.
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
DI Holder means a DI holder.
DI means a depository interest representing a Share listed (or
to be listed) on the AIM Market of the London Stock Exchange.
Director means a director of the Company.
Directors' Report means the annual directors' report prepared
under Chapter 2M of the Corporations Act for the Company and its
controlled entities.
Explanatory Memorandum means the explanatory memorandum attached
to the Notice.
Financial Report means the annual financial report prepared
under Chapter 2M of the Corporations Act of the Company and its
controlled entities.
GMT means Greenwich Mean Time, being the time in London, United
Kingdom.
Key Management Personnel means a person having authority and
responsibility for planning, directing and controlling the
activities of the Company, directly or indirectly, including any
Director (whether executive or otherwise) of the Company.
Listing Rules means the listing rules of ASX.
Meeting has the meaning in the introductory paragraph of the
Notice.
Notice means this notice of meeting.
Proxy Form means the proxy form attached to the Notice.
Remuneration Report means the remuneration report of the Company
contained in the Directors' Report.
Resolution means a resolution contained in this Notice.
Schedule means a schedule to this Notice.
Section means a section contained in this Explanatory
Memorandum.
Share means a fully paid ordinary share in the capital of the
Company.
Shareholder means a shareholder of the Company.
Trading Day means a day determined by ASX to be a trading day in
accordance with the Listing Rules.
WST means Western Standard Time, being the time in Perth,
Western Australia.
In this Notice, words importing the singular include the plural
and vice versa.
Schedule 2 Terms and Conditions of Director Options
1. Entitlement
Each Option entitles the holder to subscribe for one Share upon
the exercise of each Option.
2. Exercise price
The exercise price of each Option is GBP0.01.
3. Expiry date
The expiry date of each Option is 5.00pm (WST) on 30 March 2020.
Any Option not exercised before the Expiry Date will automatically
lapse on the Expiry Date. In addition, the options (if not yet
exercised) will automatically lapse should the director voluntarily
cease to be a director, for whatever reason, of the Company.
4. Exercise period and vesting dates
The Options issued to a holder vest on the following dates (each
a Vesting Date) as follows:
(a) 25% will become exercisable at any time following the issue date;
(b) 25% will become exercisable upon the Company reaching
production of 1,500 barrels of oil per day for a continuous 15-day
period in Trinidad;
(c) 25% will become exercisable upon the Company reaching
production of 2,500 barrels of oil per day for a continuous 15-day
period in Trinidad; and
(d) 25% will become exercisable upon the Company reaching
production of 4,000 barrels of oil per day for a continuous 15-day
period in Trinidad.
The Options in a particular tranche are exercisable at any time
after the applicable Vesting Date set out above and on or prior to
the Expiry Date.
5. Notice of exercise
The Options may be exercised by notice in writing to the Company
(Notice of Exercise) and payment of the Exercise Price for each
Option being exercised. Any Notice of Exercise of an Option
received by the Company will be deemed to be a notice of the
exercise of that Option as at the date of receipt.
6. Shares issued on exercise
Shares issued on exercise of the Options will rank equally with
the then issued Shares of the Company.
7. Options not quoted
The Company will not apply to ASX for quotation of the
Options.
8. Quotation of Shares on exercise
Application will be made by the Company to ASX for official
quotation of the Shares issued upon the exercise of the
Options.
9. Timing of issue of Shares
After an Option is validly exercised, the Company must as soon
as possible:
(a) issue the Share; and
(b) do all such acts, matters and things to obtain:
(i) the grant of quotation for the Share on ASX no later than 5
days from the date of exercise of the Option; and
(ii) receipt of cleared funds equal to the sum payable on the exercise of the Option.
10. Participation in new issues
There are no participation rights or entitlements inherent in
the Options and the holder will not be entitled to participate in
new issues of capital offered to Shareholders during the currency
of the Options.
11. Adjustment for bonus issues of Shares
If the Company makes a bonus issue of Shares or other securities
to existing Shareholders (other than an issue in lieu or in
satisfaction of dividends or by way of dividend reinvestment):
(a) the number of Shares which must be issued on the exercise of
an Option will be increased by the number of Shares which the
option holder would have received if the option holder had
exercised the Option before the record date for the bonus issue;
and
(b) no change will be made to the Exercise Price.
12. Adjustment for rights issue
If the Company makes an issue of Shares pro rata to existing
Shareholders there will be no adjustment of the Exercise Price of
an Option.
13. Adjustments for reorganisation
If there is any reconstruction of the issued share capital of
the Company, the rights of the option holder may be varied to
comply with the Listing Rules which apply to the reconstruction at
the time of the reconstruction.
14. Options transferable
The Options shall be freely assignable and transferable, subject
to the provisions of Chapter 6D of the Corporations Act and the
applicable law.
15. Change of control
Notwithstanding condition 4, all Options may be exercised by the
holder:
(a) if a takeover bid (as defined in the Corporations Act 2001)
to acquire any Shares becomes or is declared unconditional,
irrespective of whether the takeover bid extends to Shares issued
and allotted after the date of the takeover bid or not; and
(b) if a merger by way of scheme of arrangement under the
Corporations Act 2001 has been approved by the Court under section
411(4)(b) of the Corporations Act.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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