The information on the BlueStar website is disclosed for the purposes of AIM Rule 26. (February 2007)
This information was last updated on 26 Aug 2008 The Company is incorporated in the British Virgin Islands and its business is mostly in mainland China. Although the ordinary shares is admitted to trading on AIM, the Company is not subject to the provisions of the UK City Code on Takeovers and Mergers as the Takeover Panel does not regard the Company as resident in the UK, Channel Islands or the Isle of Man. Accordingly, the Company will not be subject to the City Code in the UK and a take-over of the Company would not be regulated by the UK authorities. Investors should therefore be aware that the protections afforded to shareholders by the City Code on Takeovers and Mergers, which are designed to regulate the way in which takeovers are c🌠onducted, will not be available. It is therefore possible that an offeror may gain control of the Company in circumstances in which the non-selling shareholders do not receive, or are not given the opportunity to receive, the benefit of any share premium paid to the selling shareholder(s). However, recognising this issue, the Company has introduced certain provisions in the Articles of Association which will provide some of the protections to Shareholders otherwise available under the City Code on Takeovers and Mergers. The Company will hold regular board meetings. The Directors will be responsible for formulating, reviewing and approving the Group's strategy, budget and major items of capital expenditure. The Board has established an Audit Committee and a Remuneration Committee, each of which comprises the Non-Executive Directors with formally delegated duties and responsibilities. The Audit Committee receives and reviews reports from management and the Company’s auditors relating to the annual financial statements and the accounting and internal control systems in use throughout the Company. The Audit Committee has unrestricted access to the Company’s auditors. The Remuneration Committee reviews the scale and structure of the Executive Director’s remuneration and the terms of their service contracts. The remuneration and terms and conditions of appointment of the Non-Executive Directors are set by the Board. The Remuneration Committee also administers the Company’s share option scheme. The Directors do not consider that, given the size of the Board, it is appropriate to have a nomination committee. This will be kept under regular review by the Board.
