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Aceso Life Science Group Limited — Proxy Solicitation & Information Statement 2011
Jun 28, 2011
49235_rns_2011-06-28_4683af7c-c10c-473b-9913-8c9ef39524d4.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
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HAO TIAN RESOURCES GROUP LIMITED 昊天能源集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 00474)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of Hao Tian Resources Group Limited (“ Company ”) will be held at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on 15 July 2011 at 10:00 a.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolutions:
ORDINARY RESOLUTIONS
1. “ THAT
- (a) the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and dispose of additional shares of the Company and to make or grant offers, agreements and options which would or might require shares to be allotted, issued or disposed of during or after the end of the Relevant Period, be and is hereby generally and unconditionally approved, provided that, otherwise than pursuant to (i) a rights issue where shares are offered to shareholders on a fixed record date in proportion to their then holdings of shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong
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Kong) or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company or (iv) the exercise of subscription rights attaching to any warrants issued by the Company and from time to time outstanding, the total nominal amount of additional shares to be issued, allotted, disposed of or agreed conditionally or unconditionally to be issued, allotted or disposed of (whether pursuant to an option or otherwise) shall not in total exceed 20% of the total nominal amount of the share capital of the Company in issue on the date of this resolution and the said approval shall be limited accordingly; and
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(b) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:
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(i) the conclusion of the next annual general meeting of the Company;
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(ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders in a general meeting; and
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(iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the laws of the Cayman Islands to be held.”
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“ THAT the authorised share capital of the Company be and is hereby increased from HK$250,000,000 divided into 5,000,000,000 shares of HK$0.05 each to HK$500,000,000 divided into 10,000,000,000 shares of HK$0.05 each by the creation of additional 5,000,000,000 ordinary shares of HK$0.05 each and that such new shares, upon issue, shall rank pari passu in all respects with the existing ordinary shares of the Company.”
By Order of the Board
Hao Tian Resources Group Limited
Fok Chi Tak
Company Secretary
Hong Kong, 29 June 2011
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Principal place of business in Hong Kong: Unit 4803, 48th Floor COSCO Tower 183 Queen’s Road Central Hong Kong
Notes:
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A member entitled to attend and vote at the above meeting (or at any adjournment thereof) is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.
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Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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In order to be valid, the forms of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practise in Hong Kong), must be deposited with the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the above meeting or any adjournment thereof.
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Completion and return of the form of proxy will not preclude a member from attending and voting in person at the extraordinary general meeting or any adjourned meeting (as the case may be) should he so wish.
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The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
As at the date of this notice, the board of directors comprises four Executive Directors, namely Mr. Ma Lishan, Mr. Fung Ka Pun, Mr. Ng Cheuk Fan, Keith and Mr. Mak Yiu Tong; one Non-Executive Director, namely, Ms. Fung Wing Ki, Vicky; and three Independent NonExecutive Directors, namely, Dr. Tam Hok Lam, Tommy, J.P., Mr. Zhu Yongguang and Mr. Chan William.
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