Ann: Share Placement Agreement and Process Deed S, page-4

re: Ann: Share Placement Agreement and Proces... goodaye,

i am not a s/h, but read the LNG announcements.
it seemed to me that LNG had to give away a fair bit, in order to get the Chinese on board.

But one thing that leapt out at me was this provision of the deal:
"...Requirement for LNG LTD to consult with HQCEC and, in prescribed cases, obtain HQCEC?s prior consent to material transactions proposed by LNG LTD..."

so it seems that LNG needs to "consult" or get the approval of the Chinese s/h, prior to taking certain actions.

depending on what those "material transactions" relate to, I wonder if that provision is legal ?????

HQCEC is a contractor/supplier on the one hand, and a mere s/h on the other.
Even though it has 19.9%, it is no different to any other s/h- or rather no added rights as a s/h.

on what basis does LNG Board need to get the prior approval of HQ before it can act?

HQ already will have two dirrectors on LNG Board, so why does it need extra consulting and approval privileges?

the Board of LNG must act in the interests of ALL s/h of LNG - not just HQ.

what happens if HQ does not want to give its approval for a particular transaction? what are those potential transactions?

my question is, how can the Directors act in the best interests of ALL s/h when one s/h has veto rights over how the Board and LNG operate.

s/h should ask the question:
" Does this provision give HQ defacto control over LNG by limiting LNG's ability to engage in material transactions?"

because the point is, if HQ has got defacto control, it should make a bid for the entire company.

you smaller s/h may well lose out, because the directors hands may be tied.

on the surface, this seems most unusual.

cheers