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Almana Limited — Proxy Solicitation & Information Statement 2011
Aug 2, 2011
51315_rns_2011-08-02_53b73d9a-c179-4ec7-a1b7-1793dd55082e.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 announcement, 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 announcement.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares.
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CHINA ASEAN RESOURCES LIMITED 神州東盟資源有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 8186)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of China Asean Resources Limited (the “Company”) will be held at 10:00 a.m. on 18 August 2011 at 8th Floor, Teda Building, 87 Wing Lok Street, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as an ordinary resolution.
ORDINARY RESOLUTION
“ THAT
- (a) subject to The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Consideration Shares (as defined below), the agreement (the “ Acquisition Agreement ”) dated 28 July 2011 entered into among the Company as the purchaser, Better Day International Ltd. (the “ Vendor ”) as the vendor and Mr. Lo Hung Pan as the guarantor in relation to the sale and purchase of 30% equity interest in Live Rise Technology Limited upon completion of the Acquisition Agreement (a copy of which is marked “A” and produced to the SGM and signed by the chairman of the SGM for identification purpose) be and is hereby ratified, confirmed and approved and any one or more director(s) of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents which he/they consider(s) necessary, desirable or expedient for the implementation of and giving effect to the Acquisition Agreement and the transactions contemplated thereunder; and
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- (b) subject to and conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Consideration Shares (as defined below), the allotment and issue of 483,870,967 new shares of HK$0.05 each in the share capital of the Company (the “ Consideration Shares ”) to the Vendor and/or its nominee(s) at the issue price of HK$0.31 per share be and is hereby approved and any one or more directors of the Company be and is/ are hereby authorized to allot and issue the Consideration Shares in accordance with the terms of the Acquisition Agreement and to take all steps necessary, desirable or expedient in his/their opinion to implement or give effect to the allotment and issue of the Consideration Shares.
By order of the Board China Asean Resources Limited Leung Sze Yuan, Alan Chairman
Hong Kong, 3 August 2011
Registered office:
Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda
Head office and principal place of business in Hong Kong: 8th Floor, Teda Building, 87 Wing Lok Street, Hong Kong
Notes:
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A form of proxy to be used for the meeting is enclosed.
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Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.
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The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting.
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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 was 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 in respect of the joint holding.
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No shareholders will abstain from voting for the ordinary resolution.
As at the date of this announcement, the board of directors of the Company comprises four executive Directors, namely Mr. Chultemsuren Gankhuyag, Mr. Gong Ting, Mr. Leung Sze Yuan, Alan, and Mr. Zeng Lingchen; and three independent non-executive Directors, namely Mr. Tam Wai Leung, Joseph, Ms. Wen Huiying and Mr. Zhang Ying.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on the “Latest Company Announcement” page of the GEM website at “http://www.hkgem.com” for seven days after the date of the publication and will be published on the website of the Company “http://www.chinaaseanresources.com”.
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