This Explanatory Memorandum is provided to Members as additional information and should be read in conjunction with the Notice of Annual General Meeting of Sabina Corporation Limited to be held at 11.00 am Friday 30th October 2009.
Please refer to audited Annual Report for the year ended 30th June 2009 that is enclosed with the Notice of Annual General Meeting, Proxy Form and this Explanatory Memorandum. A default option for receiving your annual report is via the company’s website at: www.sabina.com.au/annualreport.
(2)Ordinary Resolution – Appointment of Auditor
IIt is recommended by the Board that Mr. Gary Paul Smith be retained as auditor for the financial year ending 30th June 2010 on terms of remuneration to be determined by the Board.
(3)Ordinary Resolution – Election of Director
That Mr. Roger Xianwei Yu, who retires by rotation in accordance with Rule 6.1 of the Company’s Constitution, and being eligible, offers himself for re-election as a non-executive director. Mr. Yu is in private practice in Brisbane as a Barrister of the Supreme Court of Queensland. Born in Jiangxi, China, he started his career by studying a four-year degree course in English Language & Literature in Nanchang University. In 1987 he graduated with a post graduate Diploma in Applied Linguistics from Kunming University of Science and Technology. He was appointed to the position of Associate Professor and Vice Dean of the Department of Foreign Language in Jiangxi University of Science & Technology prior to his coming to study at University of Queensland in 1998. He graduated with Master of Applied Law in June 2000 and was awarded a Juris Doctor by the University of Queensland in May 2003.
(4)Ordinary Resolution – Remuneration Report
In accordance with Subsection 250(2) of the Corporations Act, a listed company is required to pass a resolution at the company’s AGM adopting the Remuneration Report even though the company has no employees. The Company for the year ended 30thJune 2009 has outsourced all its administrative requirements via external consultants. Therefore the Remuneration Report is NIL for the year under review.
(5)Ordinary Resolution – Issue Shares to Directors
The current directors have all not received any cash payment for directors’ fees accrued. The Board has resolved on 2nd September 2009 to recommend to the shareholders that the fees totalling $9,500 be paid in full by the issue of a total of 38,000 fully-paid ordinary shares at the deemed issue price of 25 cents. At time of this report, Sabina shares were last traded at around 0.08 cents. The directors’ fees payable based on actual attendance have been computed at the same rate per meeting as in previous years i.e. $1,000.00 for the chairperson, and $500.00 each for the directors.
The above shares to directors, if approved, will be issued as soon as practical but in any event shall take place no later than thirty (30) days from date of approval at the AGM.
General:
Churchill Nominees Australia Pty Ltd A.B.N. 18 834 970 101 (“Churchill”) as Trustee for the Mandarin Paradise Trust had been providing financial support to the Company for many years and is still continuing to do so by making available two promissory notes for a total of $500,000 to the Company and allowing same to roll over for further 6 month terms. Churchill currently is the major shareholder with 50.52% equity.
At the AGM held on 26th October 2004, Churchill was granted 4,000,000 options exercisable at 25 cents. These options are exercisable at any time prior to 28th October 2010.
The Board is appreciative of the loyal support and recognises the fact that the company’s ability to have sustained its operation during the global economic crisis was principally due to Churchill’s continuing financial support.
Recommendation:
Members are asked to vote in favour of all the Resolutions proposed above. The Board looks forward to achieving a better 2010 year and I would like to thank all Shareholders, Directors, Members of the Advisory Board, Trustees, Consultants, and Associates for their assistance and guidance given during the past financial year.
P B Chen Chairman
Date: 29th September, 2009
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