| 2025-11-15 |
复牌提示：
2025-11-14 11:38:47 停牌，复牌日期 2025-11-14 18:00:00
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| 2025-09-23 |
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业绩披露：
2025年中报每股收益-0.36美元,归母净利润-1897.42万美元,同比去年增长-105.08%
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| 2025-07-07 |
详情>>
股本变动：
变动后总股本8780.88万股
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| 2025-06-04 |
股东大会：
将于2025-07-07召开股东大会
会议内容 ▼▲
- 1.To receive and adopt the Directors’ Statement and Audited Financial Statements for the financial year ended 31 December 2024, together with the Auditor’s Report thereon. (Ordinary Resolution 1) The Audited Financial Statements is published at https://ir.geniusgroup.net/financial-information/financial-results.
2.To approve the payment of directors’ fees of USD 278,173 for the financial year ended 31 December 2024. (Ordinary Resolution 2)
3.To re-elect Gary Michael Pattison as a Director, who is retiring in accordance with Regulation 88 of the constitution of the Company(“Constitution”). (Ordinary Resolution 3)
4.To re-elect Christiaan Christoffel Putter as a Director, who is retiring in accordance with Regulation 88 of the Constitution. (Ordinary Resolution 4)
5.To re-appoint Enrome LLP as the Auditor of the Company (“Auditors”) for the ensuing year and to authorise the Directors to fix their remuneration.(Ordinary Resolution 5)
6.ORDINARY RESOLUTION - AUTHORITY TO ISSUE ORDINARY SHARES
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with or without amendments:
“THAT pursuant to the provisions of Section 161 of the Companies Act 1967 (the “Companies Act”) and notwithstanding the provisions of the Company’s Constitution,
(a)authority be and is hereby given to the Directors to:
(i)allot and issue ordinary shares in the capital of the Company (“Class A Shares”) whether by way of rights, bonus or otherwise;
(ii)make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Class A Shares to be allotted and issued, whether after the expiration of this authority or otherwise (including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Class A Shares);
(iii)issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus, or capitalisation issues,at any time to such persons and upon such terms and conditions and for such purposes and with such rights and restrictions as the Directors may, in their absolute discretion, deem fit without first offering such shares to all or any existing members of the Company or every person entitled to a share in consequence of the death or bankruptcy of a member in proportion to the amount of the existing shares to which they are entitled;
(b)notwithstanding that the authority conferred by paragraph (a) of this Resolution above may have ceased to be in force, authority be and is hereby given to the Directors to allot and issue Class A Shares pursuant to any Instrument made or granted by the Directors while paragraph (a) of this Resolution was in force;
(c)such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.”(Ordinary Resolution 6)
7.ORDINARY RESOLUTION - PROPOSED SHARE BUYBACK MANDATE
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with or without amendments:
“THAT:
(a)for the purposes of Section 76C and Section 76E of the Companies Act, the exercise by the directors of the Company (“Directors”) of all the powers of the Company to purchase or otherwise acquire the issued ordinary shares in the capital of the Company (“Ordinary Shares”) not exceeding in aggregate the Prescribed Limit (as herein defined), at such price(s) as may be determined by the Directors from time to time up to the Maximum Price (as herein defined) whether by way of:
(i)market purchases (each a “Market Purchase”) on the NYSE American;
(ii)off-market purchases (each an “Off-Market Purchase”) effected otherwise than on the NYSE American in accordance with an equal access scheme(s) as may be determined or formulated by the Directors as they consider fit, which scheme(s)shall satisfy all the conditions prescribed by the Companies Act,and otherwise in accordance with all applicable laws, regulations and the listing rules of the NYSE American as may for the time being be applicable, be and is hereby authorized and approved generally and unconditionally (the “Share Buyback Mandate”);
(b)the authority conferred on the Directors pursuant to the Share Buyback Mandate may be exercised by the Directors of the Company at any time and from time to time during the period commencing from the date of passing of this Resolution and expiring on the earlier of:
(i)the date on which the next annual general meeting of the Company (“AGM”) is held or is required by law to be held;
(ii)the date on which the Ordinary Share buybacks pursuant to the Share Buyback Mandate are carried out to the full extent mandated;
(iii)the date on which the authority contained in the Share Buyback Mandate is varied or revoked;
(c)in this Resolution:
(i)“Prescribed Limit” means 20% of the total number of issued Ordinary Shares (excluding treasury shares and subsidiary holdings) in that class as at the date of passing of this Resolution, unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Companies Act at any time during the Relevant Period, in which event the total number of issued Ordinary Shares shall be taken to be the total number of issued Ordinary Shares as altered, excluding any subsidiary holdings and treasury shares, that may be held by the Company from time to time;
(ii)“Relevant Period” means the period commencing from the date of passing of this Resolution and expiring on the date the next AGM is held or is required by law to be held, whichever is the earlier;
(iii)“Maximum Price” in relation to an Ordinary Share to be purchased, means an amount (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) not exceeding 130% of the Average Closing Price;
(iv)“Average Closing Price” means the average of the closing market prices of an Ordinary Share over the last five (5) Market Days, on which transactions in the Ordinary Shares were recorded, in the case of a Market Purchase, preceding the day of the Market Purchase, and deemed to be adjusted for any corporate action that occurs during the relevant 5-day period and the date of the Market Purchase, or in the case of an Off-Market Purchase, preceding the date on which the Company makes an offer for the purchase or acquisition of Ordinary Shares from Shareholders, stating therein the relevant terms of the equal access scheme for effecting the Off- Market Purchase;
(d)the Directors be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution.”(Ordinary Resolution 7)
8.SPECIAL RESOLUTION – AUTHORITY TO ISSUE CLASS B ORDINARY SHARES, CLASS C ORDINARY SHARES AND PREFERENCE SHARES
To consider and, if thought fit, to pass the following resolution as a Special Resolution, with or without amendments:
“THAT, pursuant to the provisions of Section 64A(3) of the Companies Act and notwithstanding the provisions of the Constitution,
(a)authority be and is hereby given to the Directors to:
(i)allot and issue class b ordinary shares in the capital of the Company (“Class B Ordinary Shares”), class c ordinary shares in the capital of the Company (“Class C Ordinary Shares”) and redeemable preference shares in the capital of the company (“Preference Shares”) whether by way of rights, bonus or otherwise, each class of shares carrying different voting rights and other specific rights as set out in the Constitution;
(ii)make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Class B Ordinary Shares, Class C Ordinary Shares or Preference Shares to be allotted and issued (including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Class B Ordinary Shares, Class C Ordinary Shares or Preference Shares);
(iii) issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus, or capitalisation issues,
at any time to such persons and upon such terms and conditions and for such purposes and with such rights and restrictions as the Directors may, in their absolute discretion, deem fit without first offering such shares to all or any existing members of the Company or every person entitled to a share in consequence of the death or bankruptcy of a member in proportion to the amount of the existing shares to which they are entitled.”(Special Resolution 8)
9.SPECIAL RESOLUTION – CONVERSION OF SHARES
To consider and, if thought fit, to pass the following resolution as a Special Resolution, with or without amendments:
“THAT, pursuant to the provisions of Sections 64A and 74A(2) of the Companies Act and Regulation 12(b) of the Constitution,
(a)authority be and is hereby given to the Directors to:
(i)convert such number of Class A Ordinary Shares into such number of Class B Ordinary Shares or Class C Ordinary Shares as the Directors deem fit in their absolute discretion;
(ii)convert such number of Class B Ordinary Shares into such number of Class A Ordinary Shares or Class C Ordinary Shares as the Directors deem fit in their absolute discretion;
(iii)convert such number of Class C Ordinary Shares into such number of Class A Ordinary Shares or Class B Ordinary Shares as the Directors deem fit in their absolute discretion;
(iv)allot and issue such number of Class B Ordinary Shares or Class C Ordinary Shares each carrying different voting rights and other specific rights as set out in the Constitution pursuant to the conversion of Class A Ordinary Shares;
(v)allot and issue such number of Class A Ordinary Shares pursuant to the conversion of Class B Ordinary Shares or Class C Ordinary Shares;
(vi)to complete and to do all such acts and things as they may consider necessary, desirable, expedient to give effect to this Resolution 9, including without limitation to the foregoing, to negotiate, sign, execute and deliver all documents (if required) in the interests of the Company, and, to the extent that any of the foregoing have been done, that they be and are hereby approved, confirmed and approved.”(Special Resolution 9)
10.To transact any other business which may properly be transacted at an Annual General Meeting.
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| 2025-04-30 |
详情>>
业绩披露：
2024年年报每股收益-1.03美元,归母净利润-2488.21万美元,同比去年增长-339.83%
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| 2025-03-10 |
股东大会：
将于2025-04-07召开股东大会
会议内容 ▼▲
- 1.An instrument appointing a proxy shall be in writing and: (a)in the case of an individual shall be signed by the appointor or by his attorney; (b)in the case of a corporation shall be either under the common seal or signed by its attorney or by a duly authorised officer on behalf of the corporation;
2.A proxy need not be a member of the Company. A Shareholder may choose to appoint the Chairman of the EGM as his/her/its proxy;
3.Shareholders who wish to submit an instrument of proxy must first complete and sign the proxy form mailed to them with the Notice (or downloaded from the Company’s corporate website), before delivering it (or scanning and sending a clear copy of it): (i)in the case of NYSE American Shareholders by following the instruction on the proxy form by 4:00 p.m. on 4 April 2025 (Singapore time); (ii)in the case of Shareholders on Record to VStock Transfer, LLC,18 Lafayette Place or by email to vote@vstocktransfer.com or by following the instruction on the proxy form by 4:00 p.m. on 4 April 2025 (Singapore time);
4.The power of attorney (if applicable) or other authority, if any, appointing a person to attend and vote at the EGM must be submitted to the Company via email to investors@geniusgroup.net, not less than 72 hours before the time appointed for holding the EGM i.e. by 4:00 p.m. on 4 April 2025 (Singapore time);
5.A corporation which is a Shareholder of the Company may authorise by resolution of its directors or other governing body, such person as it thinks fit to act as its representative at the EGM in accordance with Section 179 of the Companies Act 1967 of Singapore;
6.Shareholders shall insert the relevant number of those shares owned by them that is to be represented in this Proxy Form. Shareholders are not obliged to vote all their shares or to vote all their shares in the same manner;
7.Shareholders shall insert the relevant number of shares in respect of which they wish to vote in the relevant space under the columns headed “For”, “Against”, “Abstain”, as appropriate if they wish to split their votes across the voting options or to cast their votes in respect of a lesser number of shares than they own in the Company. Shareholders are not obliged to use all the votes exercisable by them, but the total of the votes cast and in respect of which abstention is recorded may not exceed the total of the votes exercisable by them. If Shareholders wishes to cast all of the votes of those shares owned by them that are represented in this Proxy Form in the same way in respect of a particular resolution, such Shareholders need not fill in such number of shares, and shall indicate their vote as either “For”, “Against” or “Abstain” by placing a “√” within the box provided;
8.Any deletions, alterations or corrections made to this Proxy Form must be initialled by the Shareholder;
9.In the case of joint Shareholders, all holders must sign this Proxy Form;
10.The Chairman of the EGM may accept any voting instruction submitted other than in accordance with these notes if he is satisfied as to the manner in which the Shareholder wishes to vote;
11.Any form that is incomplete, improperly completed or illegible or where the true intentions of the person executing the Proxy Form are not ascertainable may be rejected;
12.In any case where a Shareholder on Record is a securities depository whose name or whose nominee’s name is entered as a member in the register of members of the Company in respect of book-entry securities in the Company (“Depository”), the Company shall be entitled and bound: (a)to reject any instrument of proxy lodged if a person who has an account directly with the Depository, which account is credited with book-entry securities in the Company, (“Depositor”) is not shown to have any shares entered against his name in the register maintained by the Depository in respect of book-entry securities in the Company (“Depository Register”) as at 72 hours before the time of the EGM as certified by the Depository to the Company; (b)to accept as the maximum number of votes which in aggregate the proxy appointed by the Depositor is or are able to cast on a poll a number which is the number of shares entered against the name of that Depositor in the Depository Register as at 72 hours before the time of the EGM as certified by the Depository to the Company, whether that number is greater or smaller than the number specified in any instrument of proxy executed by or on behalf of that Depositor. If that number is smaller than the number specified in the instrument of proxy, the maximum number of votes “For”, “Against” or “Abstain” shall be accepted in (as nearly as may be) the respective proportions set out in the instrument of proxy.
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| 2024-12-31 |
股东大会：
将于2025-01-23召开股东大会
会议内容 ▼▲
- 1.To receive and adopt the Directors’ Statement and Audited Financial Statements for the financial year ended 31 December 2023, together with the Auditor’s Report thereon. (Ordinary Resolution 1) The Audited Financial Statements is published at https://ir.geniusgroup.net/;
2.To re-elect Roger James Hamilton as a Director, who is retiring in accordance with Regulation 88 of the Constitution. (Ordinary Resolution 2);
3.To re-elect Suraj Prakash Naik as a Director, who is retiring in accordance with Regulation 88 of the Constitution. (Ordinary Resolution 3);
4.To re-elect Eduardo Renan Huerta Mercado Herrera as a Director, who is retiring in accordance with Regulation 88 of the Constitution. (Ordinary Resolution 4);
5.To re-appoint Enrome LLP as the Auditor of the Company (“Auditors”) for the ensuing year and to authorise the Directors to fix their remuneration. (Ordinary Resolution 5);
6.To authorize the Directors to allot and issue Shares.
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| 2024-12-27 |
详情>>
业绩披露：
2024年中报每股收益-0.84美元,归母净利润-925.22万美元,同比去年增长14.13%
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| 2024-08-16 |
股东大会：
将于2024-09-18召开股东大会
会议内容 ▼▲
- 1.To the approval be and is hereby given for the board of directors of the Company (the “Board”) to proceed with, at its sole discretion, the proposed share consolidation (the “Proposed Share Consolidation”) of every 3 - 100 ordinary shares in the capital of the Company (“Shares”) held by shareholders of the Company (“Shareholders”) as at the Share Consolidation Record Date into one (1) Consolidated Share, (“Share Consolidation Ratio Range”) fractional entitlements to be disregarded, and the number of Consolidated Shares which Shareholders will be entitled to pursuant to the Proposed Share Consolidation, based on their holdings of the existing Shares as at the Share Consolidation Record Date, will be rounded down to the nearest whole Consolidated Share.
2.To the approval be and is hereby given for fractions of a Consolidated Share arising from the Proposed Share Consolidation to be aggregated and dealt with in such manner as the directors of the Company (“Directors”) may, in their absolute discretion, deem fit in the interests of the Company, including (i) aggregating and cancelling the same, or (ii) aggregating and selling the same and retaining the net proceeds for the benefit of the Company.
3.To the approval be and is hereby given for the Directors, in their absolute discretion, to decide whether to implement the Proposed Share Consolidation in 1 step or in 2 separate steps, provided that the overall proportion by which the Company reduces the number of its Shares (the “Share Consolidation Ratio”), whether implemented in 1 or 2 separate steps, shall fall within the Share Consolidation Ratio Range set out in special resolution (a) above, being 3 -100 existing Shares into one (1) Consolidated Share.
4.To the Directors and each of them be and are hereby authorised, in their absolute discretion, to fix.
5.To the Share Consolidation Ratio.
6.To the Share Consolidation Record Date(s) and the Share Consolidation Effective Trading Date(s) at such time and on such date as they may deem fit in the interests of the Company, such dates being any time up to 18 months from the date of the EGM.
7.To the Directors and each of them be and are hereby authorised to do all such acts and things (including, without limitation, executing all such documents as may be required) as they or each of them may consider expedient or necessary or in the interests of the Company to give effect to this Special Resolution.
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| 2024-08-06 |
详情>>
拆分方案：
每10.0000合并分成1.0000股
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| 2024-06-26 |
股东大会：
将于2024-07-17召开股东大会
会议内容 ▼▲
- 1.To note the Resignation of Mazars LLP as the Auditors for the Company.
2.PROPOSED APPOINTMENT OF AUDITORS – ENROME LLP “That Enrome LLP, having consented to act, be and are hereby appointed as auditor of the Company, to hold office until the conclusion of the next annual general meeting of the Company for such fee and on such terms as may be agreed between the Directors and Enrome LLP.That the Directors and any one of them be and are hereby authorised to approve and complete and do all such acts and
things (including, without limitation, to approve, modify, ratify, sign, seal, execute and deliver all such documents as may be required) as they or he may consider expedient, desirable, necessary or in the interests of the Company to give effect to this ordinary resolution.” (Ordinary Resolution 1).
3. AUTHORITY TO ISSUE SHARES “That pursuant to the provisions of Section 161 of the Companies Act 1967 (the“Companies Act”) and notwithstanding the provisions of the Company’s Constitution, (a) authority be and is hereby given to the Directors of the Company to: (i) allot and issue shares of the capital of the Company (“Shares”) whether by way of rights, bonus or otherwise (ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Shares to be allotted and issued, whether after the expiration of this authority or otherwise (including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares)(iii) issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus, or capitalisation issues, at any time to such persons and upon such terms and conditions and for such purposes and with such rights and restrictions as the Directors may, in their absolute discretion, deem fit without first offering such shares to all or any existing members of the Company or every person entitled to a share in consequence of the death or bankruptcy of a member in proportion to the amount of the existing shares to which they are entitled and to impose, and (b) notwithstanding that the authority conferred by paragraph (a) of this Resolution above may have ceased to be in force, authority be and is hereby given to our Directors to allot and issue Shares pursuant to any Instrument made or granted by our Directors while paragraph (a) of this Resolution was in force, such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.That the new shares when issued shall rank pari passu in all respects with the existing shares of the Company.” (Ordinary Resolution 2).
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| 2024-05-15 |
详情>>
业绩披露：
2023年年报每股收益-0.1美元,归母净利润-565.71万美元,同比去年增长89.72%
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| 2023-09-29 |
详情>>
业绩披露：
2023年中报每股收益-0.32美元,归母净利润-1077.47万美元,同比去年增长-208.09%
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| 2023-08-04 |
详情>>
业绩披露：
2022年年报每股收益-2.44美元,归母净利润-5504.55万美元,同比去年增长-1126.18%
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| 2023-06-26 |
股东大会：
将于2023-07-12召开股东大会
会议内容 ▼▲
- 1.To receive and adopt the Directors’ Statement and Audited Financial Statements for the financial year ended 31 December 2021, together with the Auditor’s Report.
2.To approve the payment of directors’ fees and remuneration of directors for the financial year ended 31 December 2022.
3.To re-elect directors, in view of Regulation 89 of the Company’s Constitution.
4.To re-appoint Mazars LLP as the Auditors for the ensuing year and to authorize Directors to fix their remuneration.
5.To provide the Directors of the Company the authority to issue shares.
6.To transact any other business which may properly be transacted at an Annual General Meeting.
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| 2023-05-15 |
财报披露：
美东时间 2023-05-15 盘前发布财报
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| 2023-04-12 |
股东大会：
将于2023-05-16召开股东大会
会议内容 ▼▲
- 1.To adoption of the new constitution.
2.To proposed capital reduction and distribution of shares in entrepreneur resorts limited to shareholders.
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| 2023-01-25 |
股东大会：
将于2023-02-16召开股东大会
会议内容 ▼▲
- 1.To approve the share consolidation.
2.To approve the share repurchase mandate.
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| 2022-11-30 |
详情>>
业绩披露：
2022年三季报(累计)每股收益-0.3美元,归母净利润-608.9万美元,同比去年增长-163.32%
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| 2022-10-19 |
详情>>
业绩披露：
2022年中报每股收益-0.2美元,归母净利润-349.72万美元,同比去年增长-114.66%
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| 2022-08-23 |
股东大会：
将于2022-09-09召开股东大会
会议内容 ▼▲
- 1.To receive and adopt the Directors’ Statement and Audited Financial Statements for the financial year ended 31 December 2020, together with the Auditor’s Report thereon.
2.To approve the payment of directors’ fees and remuneration of directors for the financial year ended 31 December 2020.
3.To approve the payment of directors’ fees and remuneration of directors for the financial year ended 31 December 2021
4.To re-elect Sandra Morrell, in view of Article 68(2) of the Company’s Constitution and in accordance with Article 71 of the Company’s Constitution.
5.To re-elect Nic Lim in view of Article 68(2) of the Company’s Constitution and in accordance with Article 71 of the Company’s Constitution.
6.To re-elect Anna Gong in view of Article 68(2) of the Company’s Constitution and in accordance with Article 71 of the Company’s Constitution.
7.To ratify the reappointment of Mazars LLP as the auditor of the Company for the financial year ended 31 December 2021 and to re-appoint Mazars LLP as the auditor of the Company for the financial year ending 31 December 2022 and to authorise the directors to fix their remuneration.
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| 2022-05-13 |
详情>>
业绩披露：
2021年年报每股收益-0.28美元,归母净利润-448.92万美元,同比去年增长-40.63%
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| 2022-02-25 |
详情>>
业绩披露：
2020年年报每股收益-0.25美元,归母净利润-319.23万美元,同比去年增长-159.47%
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