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3SBio Inc. — Proxy Solicitation & Information Statement 2008
May 19, 2008
49981_rns_2008-05-19_e675a232-8905-4b17-9d48-6c5263d872c7.pdf
Proxy Solicitation & Information Statement
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HONGKONG CHINESE LIMITED 香港華人有限公司[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 655)
NOTICE OF THE SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Special General Meeting of Hongkong Chinese Limited (the “Company”) will be held at Granville Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 5th June, 2008 at 10:30 a.m. (or so soon thereafter as the annual general meeting of the Company convened for 10:00 a.m. on the same date shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following resolutions (with or without modification) as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
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(1) “THAT:
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(a) the authorised ordinary share capital of the Company be increased from HK$2,000,000,000 divided into 2,000,000,000 shares of par value of HK$1.00 each to HK$4,000,000,000 divided into 4,000,000,000 shares of par value of HK$1.00 each, by the addition of HK$2,000,000,000 divided into 2,000,000,000 new shares of par value of HK$1.00 each (the “Proposed Increase in Authorised Share Capital”); and
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(b) any one or more of the Directors be and is/are hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things deemed by him/them to be incidental to, ancillary to or in connection with the matters contemplated in and for completion of the Proposed Increase in Authorised Share Capital.”
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(2) “THAT conditional upon the ordinary resolution numbered 1 set out in the notice convening this meeting at which such resolution is proposed being passed and having become unconditional:
- (a) the creation and issue of bonus warrants (“Warrants”) substantially in accordance with the terms and conditions as set out in the circular dated 20th May, 2008 (the “Circular”) despatched by the Company to the Shareholders (a copy of which has been produced to the meeting marked “A” and signed by the Chairman of the meeting for the purpose of identification) which entitle the holder thereof to subscribe for Shares at an initial subscription price of HK$1.25 per Share (subject to adjustment), by way of bonus on the basis of three Warrants for every seven Rights Shares allotted and issued pursuant to the Rights Issue and otherwise on the terms and conditions set out in the warrant instrument, a draft copy of which has been submitted to the meeting marked “B” and signed by the Chairman of the meeting for the purpose of identification, and summarised in appendix headed “Summary of the terms of the Bonus Warrants” in the Circular be and is hereby approved;
* For identification purpose only
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(b) the Directors of the Company be and are hereby authorised to issue the Warrants and to allot and issue shares which fall to be issued upon the exercise of the subscription rights attaching to the Warrants, and to do all such acts and execute all such documents with or without amendments as they may consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with or in relation to the issue of Warrants and the foregoing paragraph of this resolution; and
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(c) for the purpose of this resolution:
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(i) “Rights Issue” means the issue, by way of rights, of new shares of HK$1.00 each in the capital of the Company on the basis of seven Rights Shares for every twenty shares of HK$1.00 each in the capital of the Company (the “Shares”) held, to holders (the “Shareholders”) of Shares whose names appear on the register of members of the Company on 5th June, 2008, other than those Shareholders with registered address outside the Hong Kong Special Administrative Region of the People’s Republic of China and whom the board of directors of the Company, after making relevant enquiries, considers their exclusion from the Rights Issue to be necessary or expedient on account either of the legal restrictions under the laws of the relevant place or any requirements of the relevant regulatory body or stock exchange in that place, substantially pursuant to and in accordance with the terms and conditions of the Rights Issue set out in the Circular; and
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(ii) “Rights Share(s)” means new Share(s) to be allotted and issued pursuant to the Rights Issue.”
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By Order of the Board HONGKONG CHINESE LIMITED Andrew Hau Secretary
Hong Kong, 20th May, 2008
Registered Office: Clarendon House Church Street Hamilton HM 11 Bermuda
Principal Place of Business: 24th Floor Tower One Lippo Centre 89 Queensway Hong Kong
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Note:
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A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote in his stead in accordance with the Bye-laws of the Company. A proxy need not be a member of the Company.
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Where there are joint holders of any share, any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
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To be valid, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the principal place of business of the Company at 24th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting or any adjourned meeting thereof should he so wishes.
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The register of members of the Company will be closed from Monday, 2nd June, 2008 to Thursday, 5th June, 2008 (both dates inclusive) during which period no transfer of shares will be registered, for the purpose of determining the entitlements under the Rights Issue and eligibility to vote at the meeting. In order to be entitled to vote or to qualify for the Rights Issue, all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with Tricor Tengis Limited, the Company’s Branch Share Registrars in Hong Kong, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 30th May, 2008.
As at the date of this notice, Dr. Mochtar Riady (Chairman) and Mr. Leon Chan Nim Leung are the Nonexecutive Directors of the Company, Messrs. Stephen Riady (Chief Executive Officer), John Lee Luen Wai and Kor Kee Yee are the Executive Directors of the Company and Messrs. Albert Saychuan Cheok, Victor Yung Ha Kuk and Tsui King Fai are the Independent Non-executive Directors of the Company.
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