8 Jun 2018 13:31
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.
If you have recently sold or transferred all of your shares in WORLD TRADE SYSTEMS PLC, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
This Letter, the Notice of Annual General Meeting and a Proxy Form are being sent to all shareholders. Shareholders who wish to view the Annual Report 2017 can do so electronically on the Company's website at www.worldtradesystemsplc.com.
WORLD TRADE SYSTEMS PLC
Registered Number: 1698076
Registered Office:
First Floor Lexham House,
14 Hill Avenue,
Amersham,
HP6 5BW
CHAIRMAN'S LETTER
8th June 2018
Dear Shareholder
Annual General Meeting
I would like to invite you to the 2018 Annual General Meeting of World Trade Systems PLC (the 'Company') to be held on Friday 29th June 2018 at First Floor, Lexham House, 14 Hill Avenue, Amersham HP6 5BW, commencing at 14.00 hours.
Business Overview
The annual report and accounts for the year ended 31 December 2017 are available on the Company's website. As you will read in the 'business review' contained therein the Company has continued it trading of high quality health food products via its wholly-owned subsidiary, Shimao (Suzhou) Biotechnology Co. Ltd (WTS China) whilst additionally focusing on the Group's business development strategy with the aim of expanding operations internationally within the health food and health service market.
The board of directors have carefully reviewed these 2017 annual results taking into consideration the previously published 2017 interim report. The board is fully aware of the fall in revenue and profits from June 2017 to December 2017 and has identified the key contributing factors as being reduced sales, lack of new product launches and diverted attention as the Company focused considerable resources on overseas business. The board continues to closely monitor sales and revenue and now has in place focused strategic plans to ensure a continued emphasis on international expansion whilst not compromising the ongoing operations of WTS China.
At the Annual General Meeting, you will be asked to consider and vote on the resolutions set out in the attached Notice. The resolutions will all be proposed as ordinary resolutions passed if, on a show of hands, more than 50% of the votes cast by those entitled to vote are in favour thereof, or if on a poll, shareholders representing more than 50% of the total voting rights of entitled shareholders vote in favour. There are no special resolutions proposed for this 2018 annual general meeting.
ORDINARY BUSINESS
Resolution 1 - Annual report and accounts
The Company must lay the annual report and accounts for the year ended 31 December before the shareholders at the Annual General Meeting each year. A copy of the annual report, accounts and auditor's report are available on the Company's website at www.worldtradesystemsplc.com
The directors must also lay the directors' remuneration report and (Company's remuneration policy contained within) before the shareholders at the Annual General Meeting for their approval. This is an advisory vote; it is not a binding vote.
Resolutions 2 - Authority to appoint new auditor
The Company is required to appoint a new auditor. Grant Thornton (UK) LLP has served the Company for 10 years therefore must be rotated this year in accordance with mandatory audit firm rotation rules under the EU audit reform. Resolution 2 proposes that the board is given authority to appoint a new auditor and be authorised to determine the remuneration of chosen auditors until the conclusion of the next annual general meeting.
Resolution 3 - Re-election of director
The articles of association provide that any director who was not appointed or reappointed at one of the preceding two annual general meetings must retire from office and may offer themselves for reappointment by the Members. Resolution 3 to re- elect Mr Robert Lee as a director (and non-executive Chairman) who in accordance with article 24.4.2b of the articles of association of the Company, retires from office and offers himself for re-appointment by the Members
Mr Robert Lee, being eligible, offers himself for re-election at this Annual General Meeting. The biography of Mr Robert Lee offering himself for re-election is set out below and within the annual report.
Biography of director proposed for re-election
Mr Robert Lee, aged 67, is a solicitor admitted in England and Wales, Hong Kong, California, Ontario and Victoria (Australia). Since 1984 his professional career has been spent practising in the far east, where he now lives and has been a partner in two international law firms. In 1988 he established his own firm, which has offices in Hong Kong, Tokyo and Singapore. His practice is a general corporate and commercial one, centred on providing assistance for international companies investing and operating in multiple jurisdictions manly in Asia and Europe.
Recommendation
The directors of the Company consider that all the resolutions to be considered at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and recommend that you vote in favour of these resolutions.
Your vote does matter. If you are unable to attend the meeting in person, you can still vote by appointing a proxy to attend the Annual General Meeting and to vote on your behalf by requesting a form of proxy, completing, signing and returning it to Mr. AKM Ismail, World Trade Systems PLC, First Floor, Lexham House, 14 Hill Avenue, Amersham HP6 5BW either by post or email on akm.ismail@gmail.com. To be effective, the duly completed proxy form must be received no later than 18.00 hours on 27th June 2017. You can still attend and vote at the Annual General Meeting even if you have returned your form of proxy or given your voting instructions electronically.
Thank you for your continued support.
Yours sincerely
Robert Lee
Non-Executive Chairman