Century Global Commodities Corporation Notice Of
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CENTURY GLOBAL COMMODITIES CORPORATION NOTICE OF ANNUAL GENERAL MEETING AND INFORMATION CIRCULAR August 12, 2021 SHAREHOLDERS OF CENTURY GLOBAL COMMODITIES CORPORATION: These materials are important and require your immediate attention. They require you to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal, or other professional advisors. If you have any questions or require more information with regard to voting your shares of Century Global Commodities Corporation, please contact Denis Frawley, Co-Secretary, or Bonnie Leung, Chief Financial Officer and Co- Secretary, at 852-3951-8700. CENTURY GLOBAL COMMODITIES CORPORATION Unit 905-6, 9/F, Houston Centre, 63 Mody Road, Tsim Sha Tsui Kowloon, Hong Kong Telephone: 852-3951-8700 / Facsimile: 852-3101-9302 August 12, 2021 Dear Shareholders: You are cordially invited to attend the annual general meeting (the “Meeting”) of Century Global Commodities Corporation (“Century” or the “Company”) to be held at Unit 905-6, 9/F, Houston Centre, 63 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, September 20, 2021 at 9:30 a.m. (Hong Kong time). The items of business to be considered and voted upon at the Meeting are described in the accompanying Notice of Annual General Meeting of Shareholders and Information Circular. One of the business items is the election of directors. Your participation in the affairs of the Company is very important to the Company. Whether or not you plan to attend the Meeting, I encourage you to exercise your right to vote, which can easily be done by completing and submitting your enclosed proxy in accordance with the instructions set forth in the accompanying form of proxy and Information Circular. You will also have the opportunity to ask questions and to meet several of the directors and members of the executive management of the Company. All of our public documents are available under the Company’s profile on SEDAR at www.sedar.com. We also encourage you to access either SEDAR or our website at www.centuryglobal.ca during the year for continuous disclosure items, including news releases and investor presentations. We look forward to seeing you at the Meeting. Yours sincerely, (signed) “Sandy Chim” Sandy Chim President and Chief Executive Officer CENTURY GLOBAL COMMODITIES CORPORATION Unit 905-6, 9/F, Houston Centre, 63 Mody Road, Tsim Sha Tsui Kowloon, Hong Kong Telephone: 852-3951-8700 / Facsimile: 852-3101-9302 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of shareholders of Century Global Commodities Corporation (the “Company”) will be held Unit 905-6, 9/F, Houston Centre, 63 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, September 20, 2021 at 9:30 a.m. (Hong Kong time) for the following purposes: 1. to receive the audited consolidated financial statements of the Company for the latest completed financial year, together with the report of the auditors (the “Financial Statements”); 2. to elect the directors of the Company for the ensuing year; 3. to re-appoint PricewaterhouseCoopers LLP, Chartered Accountants, as auditors of the Company for the ensuing year at a remuneration to be fixed by the directors; 4. to consider any permitted amendment to or variation of any matter identified in this Notice; and 5. to transact such other business as may properly come before the Meeting or any adjournment thereof. The Financial Statements have been filed under the Company’s profile on SEDAR at www.sedar.com in accordance with the Company’s continuous disclosure obligations and will be presented to shareholders at the Meeting. The accompanying Information Circular provides information relating to the matters to be addressed at the Meeting and is incorporated into this Notice. The Company does not anticipate that any other matters will be addressed; however, any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting or any adjournment thereof. Registered shareholders are entitled to vote at the Meeting either in person or by proxy. Regardless of whether a shareholder plans to attend the Meeting in person, each shareholder is encouraged to complete, date, and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and Information Circular. All non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the Voting Instruction Form and in the Information Circular to ensure that such shareholders’ shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are not a registered shareholder. DATED at Hong Kong, this 12th day of August 2021. BY ORDER OF THE BOARD (signed) “Sandy Chim” Sandy Chim President and Chief Executive Officer TABLE OF CONTENTS GENERAL PROXY INFORMATION ........................... 1 PERFORMANCE GRAPH ............................................................ 26 SOLICITATION OF PROXIES .........................................................1 EMPLOYMENT AGREEMENTS AND TERMINATION AND CHANGE OF CONTROL BENEFITS............................................................ 27 APPOINTMENT OF PROXYHOLDERS ............................................1 VOTING BY PROXYHOLDER ........................................................1 DIRECTOR COMPENSATION .................................. 28 REGISTERED SHAREHOLDERS ....................................................2 DIRECTOR COMPENSATION ..................................................... 28 Beneficial Shareholders ............................................................2 DIRECTOR INCENTIVE PLAN AWARDS ..................................... 30 NOBOs – Non-Objecting Beneficial Owners ............................2 SECURITIES AUTHORIZED FOR ISSUANCE OBOs – Objecting Beneficial Owners ......................................3 UNDER EQUITY COMPENSATION PLANS ........... 31 Notice to Shareholders in the United States ..............................3 EQUITY INCENTIVE PLAN ........................................................ 31 REVOCATION OF PROXIES ..........................................................4 EQUITY INCENTIVE PLAN INFORMATION ................................. 34 INTEREST OF CERTAIN PERSONS OR INDEBTEDNESS OF DIRECTORS AND COMPANIES IN MATTERS TO BE ACTED UPON .. 4 EXECUTIVE OFFICERS ............................................. 34 RECORD DATE AND PRINCIPAL HOLDERS OF INTEREST OF MANAGEMENT AND OTHERS IN VOTING SECURITIES ................................................... 4 MATERIAL TRANSACTIONS ................................... 35 RECORD DATE AND OUTSTANDING SHARES ..............................4 WISCO INVESTMENT AGREEMENT ......................................... 35 PRINCIPAL HOLDERS OF ORDINARY SHARES OF THE COMPANY 5 WISCO SHAREHOLDERS AGREEMENT .................................... 35 MATTER #1 - FINANCIAL STATEMENTS ................ 5 THE WISCO ATTIKAMAGEN SHAREHOLDERS AGREEMENT .... 35 VOTES NECESSARY TO PASS RESOLUTIONS ....... 5 THE SUNNY LAKE JOINT VENTURE ......................................... 36 MATTER #2 - ELECTION OF DIRECTORS ............... 5 JOINT VENTURE AGREEMENT WITH AUGYVA MINING ELECTION OF DIRECTORS AND MAJORITY VOTING POLICY .......5 RESOURCES INC. ...................................................................... 36 NOMINEES FOR ELECTION AND BOARD RECOMMENDATION ......6 EQUITY SUBSCRIPTION PLAN OF CENTURY FOOD ................... 36 PRINCIPAL OCCUPATION, BUSINESS OR EMPLOYMENT OF MANAGEMENT CONTRACTS .................................. 36 NOMINEES ..................................................................................8 MATTER #3 - APPOINTMENT OF AUDITOR ........ 36 CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES AND ADDITIONAL INFORMATION ................................. 37 SANCTIONS ................................................................................9 OTHER MATTERS ....................................................... 37 CONFLICTS OF INTEREST ............................................................9 APPROVAL OF INFORMATION CIRCULAR ........ 38 CORPORATE GOVERNANCE ................................... 10 SCHEDULE “A” MANDATE OF THE BOARD OF CORPORATE GOVERNANCE ......................................................10 DIRECTORS .................................................................. 39 BOARD OF DIRECTORS .............................................................10 Exercise of Independence by the Board – the Board Chair and the Lead Director ....................................................................12 DIRECTORSHIPS........................................................................12 Record of Meeting Attendance ...............................................12 MANDATES AND CHARTERS ADOPTED BY THE BOARD ............13 Mandate of the Board of Directors ..........................................14 Audit Committee .....................................................................15 Governance and Nominating Committee ................................16 Compensation Committee .......................................................16 Disclosure Committee .............................................................16 Corporate Social Responsibility Committee ...........................17 Technical Committee ..............................................................17 The Chair of the Board ............................................................17 The Lead Director