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Asia Energy Logistics Group Limited Proxy Solicitation & Information Statement 2011

Oct 25, 2011

49149_rns_2011-10-25_c7ab42fb-7e98-4a01-b1ae-441244550673.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.

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(Incorporated in Bermuda with limited liability)

(Stock Code : 199)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of ITC Properties Group Limited (the “ Company ”) will be held at Shop B27, Basement, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong on Friday, 11th November, 2011 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT

  • (a) the sale and purchase agreement dated 9th September, 2011 (the “ Agreement ”) entered into between ITC Properties (Hong Kong) Limited (the “ Purchaser ”), an indirect wholly-owned subsidiary of the Company, and Hero’s Way Resources Ltd. (the “ Vendor ”) (a copy of which, together with (i) the draft loan note in the principal amount of HK$100.0 million to be issued by the Purchaser to the Vendor or its nominee in partial settlement of the consideration (the “ Note ”) and (ii) the draft tenancy agreement to be entered into between Great Intelligence Limited, a wholly-owned subsidiary of Top Precise Investments Limited (“ Top Precise ”), as landlord and ITC Management Limited as tenant in relation to the leasing of portion of the premises on the 30th Floor and two (2) car parking spaces at Bank of America Tower, 12 Harcourt Road, Central, Hong Kong (the “ Tenancy Agreement ”) upon completion of the Agreement annexed, signed by the Chairman of the meeting for the purpose of identification, has been produced to the meeting marked “ A ”) pursuant to which the Vendor agrees to sell all the issued share capital of Top Precise held by the Vendor and the entire amount of the shareholder’s loan due by Top Precise to the Vendor at the date of completion, the terms and conditions thereof and the transactions contemplated thereunder (including the issue of the Note and entering into of the Tenancy Agreement) be and are hereby approved, confirmed and ratified; and

  • For identification purpose only

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  • (b) the board of the directors of the Company (the “ Board ”) be and is hereby authorised to do all such acts and things and sign all such documents and to take such steps as it considers necessary or expedient or desirable in connection with or to give effect to the Agreement and to implement the transactions contemplated thereunder and to agree to such variation, amendment or waiver as are, in the opinion of the Board, in the interests of the Company.”

By order of the Board ITC Properties Group Limited Yan Ha Hung, Loucia Company Secretary

Hong Kong, 26th October, 2011

Registered office: Principal place of business in Hong Kong: Clarendon House Unit 3102, 31st Floor Church Street Bank of America Tower Hamilton HM 11 12 Harcourt Road Bermuda Central Hong Kong

Notes:

  1. Any shareholder of the Company entitled to attend and vote at the meeting of the Company may appoint another person as his proxy to attend and vote instead of him. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the meeting. A proxy need not be a shareholder of the Company. In addition, a proxy or proxies representing either a shareholder of the Company who is an individual or a shareholder of the Company which is a corporation shall be entitled to exercise the same power on behalf of the shareholder of the Company which he or they represent as such shareholder of the Company could exercise.

  2. The instrument appointing a proxy shall be in writing under the hand of the appointor or 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.

  3. 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 branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting thereof at which the person named in the instrument proposes to vote and, in default, the instrument of proxy shall not be treated as valid.

  4. Completion and return of an instrument appointing a proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting or on the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to have been revoked.

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  1. Where there are joint holders of any share of the Company, any one of such joint holders 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 the 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 of the Company in respect of the joint holding.

As at the date of this notice, the directors of the Company are:

Executive Directors:

  • Mr. Cheung Hon Kit (Chairman)

  • Mr. Chan Fut Yan (Managing Director)

  • Mr. Cheung Chi Kit

  • Mr. Chan Yiu Lun, Alan

Non-executive Director:

Mr. Ma Chi Kong, Karl

Independent non-executive Directors:

  • Hon. Shek Lai Him, Abraham, SBS, JP (Vice Chairman)

  • Mr. Wong Chi Keung, Alvin

  • Mr. Kwok Ka Lap, Alva

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