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Asiasec Properties Limited Proxy Solicitation & Information Statement 2006

Jan 25, 2006

49086_rns_2006-01-25_154fe16f-da40-4f59-b1dc-e805a638aeec.pdf

Proxy Solicitation & Information Statement

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Auric Pacific Group Limited (“Auric”) is a company incorporated in Singapore with limited liability whose shares are listed on the Singapore Exchange Securities Trading Limited (“SGX”). Lippo China Resources Limited (“LCR”) is currently interested in approximately 51.2 per cent. of the issued share capital of Auric, making it a subsidiary of LCR. Lippo Limited (“Lippo”) owns shares representing approximately 71.1 per cent. of the issued share capital of LCR. Accordingly, each of LCR and Auric is a subsidiary of Lippo. Auric has made an announcement containing (a) a notice of an extraordinary general meeting and (b) a circular to its shareholders dated 25th January, 2006 relating to the proposed acquisitions of (i) the entire issued and paid-up share capital of Chengdu Pashun Medicine Franchise Co., Ltd and (ii) the business and certain assets of Chengdu Ke Xun Medicine Co. Limited (the “Announcement”) on the website of the SGX today. The following is a reproduction of the Announcement for information purpose only.

AURIC PACIFIC GROUP LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration Number 198802981D)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Auric Pacific Group Limited (the“ Company ”) will be held at Function Room C, Level 2 of M Hotel Singapore at 81 Anson Road Singapore 079908 on 10 February 2006 at 10 a.m., for the purpose of considering and, if thought fit, passing (with or without modification) the following Ordinary Resolution.

All capitalised terms in the Ordinary Resolution and defined in the Circular shall, unless otherwise defined in this Notice bear the respective meanings ascribed thereto in the Circular.

ORDINARY RESOLUTION:

THE PROPOSED ACQUISITIONS BY GRAND REWARD LIMITED, A WHOLLY OWNED SUBSIDIARY OF AURIC PACIFIC CHINA LIMITED WHICH IS WHOLLY OWNED BY THE COMPANY, OF:

  • (1) THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF CHENGDU PASHUN MEDICINE FRANCHISE CO., LTD; AND

  • (2) THE BUSINESS AND CERTAIN ASSETS OF CHENGDU KE XUN MEDICINE CO., LIMITED.

That :-

  1. Approval be and is hereby given for Grand Reward Limited (“ Grand Reward ”), a wholly owned subsidiary of Auric Pacific China Limited which is in turn wholly owned by the Company, to acquire the following subject to the satisfaction of the conditions precedent (or the waiver of such conditions in writing by Grand Reward if such conditions are not satisfied) of the Equity Transfer Agreement and the Asset Transfer Agreement (both as defined in the Circular to Shareholders dated 25 January 2006):

    • (a) the entire issued and paid-up share capital of Chengdu Pashun Medicine Franchise Co., Limited of RMB8,000,000 (the “ Pashun Sale Shares ”) for a purchase consideration of RMB18,000,000 (or approximately S$3.8 million based on an exchange rate of S$1.00 : RMB4.791); and

    • (b) the business and certain assets of Chengdu Ke Xun Medicine Co., Limited (as set out in the Circular to Shareholders dated 25 January 2006) (“ Ke Xun Business and Assets ”) for a purchase consideration of RMB35,000,000 (or approximately S$7.3 million based on an exchange rate of S$1.00 : RMB4.791).

  2. That any Director of the Company be and is hereby authorised to do all such acts and things as he may consider necessary, desirable or expedient for the purpose of giving effect to the Proposed Acquisitions and/or the transactions contemplated under the Agreements and/or this Resolution, including without limitation to the foregoing, to negotiate, sign, execute and deliver all documents, approve any amendments, alterations or modifications to any document (if required).

By Order of the Board

Ng Ngai Company Secretary Singapore, 25 January 2006

Notes :-

  1. A member of the Company entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a member of the Company.

  2. The instrument appointing a proxy must be signed by the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy is executed by a corporation, it must be executed either under its common seal or under the hand of any officer or attorney duly authorised.

  3. The instrument appointing a proxy must be duly deposited at the registered office of the Company at 78 Shenton Way #22-02 Lippo Centre Singapore 079120 no later than 48 hours before the time appointed for the holding of the Extraordinary General Meeting.