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Asiasec Properties Limited Proxy Solicitation & Information Statement 2009

Jun 25, 2009

49086_rns_2009-06-25_e4c5b82d-568e-4504-9081-922999cad88f.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and the Stock Exchange 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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DAN FORM HOLDINGS COMPANY LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 271)

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of Dan Form Holdings Company Limited (the “ Company ”) will be held at Meeting Room S428, Level 4, Hong Kong Convention and Exhibition Centre, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 14 July 2009 at 3:00 p.m. for the purpose of considering, if thought fit, passing the following resolution as an ordinary resolution:

“THAT, subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting and agreeing to grant listing of and permission to deal in the Bonus Shares (as defined below):

  • (a) upon the recommendation of the directors of the Company (the “ Directors ”), a bonus issue on the basis of one Bonus Share (as defined below) for every ten existing shares of HK$0.50 each in the capital of the Company (“ Shares ”) held be made, such Bonus Shares be issued to the persons (the “ allottees ”) whose names appear on the register of members of the Company at the close of business on Tuesday, 14 July 2009 (the “ Record Date ”) and whose addresses as shown in such register are in Hong Kong or whose addresses as shown in such register are outside Hong Kong if the Directors, based on legal opinions, do not consider it necessary or expedient to exclude any such shareholders of the Company on account either of the legal restrictions under the laws of the place of its registered address or the requirements of the relevant regulatory body or stock exchange in that place (the “ Bonus Issue ”);

  • (b) the sum of not less than HK$56,695,406.50 standing to the credit of the Company's share premium account be capitalised and be applied in paying up in full at par of not less than 113,390,813 unissued Bonus Shares such that the Bonus Shares will be allotted, issued and distributed (pursuant to paragraph (d) below), credited as fully paid and share certificates be issued to the allottees in respect of the Bonus Shares to be issued and allotted to them immediately;

  • (c) the Bonus Shares shall be subject to the Memorandum of Association and Articles of Association of the Company and shall rank pari passu in all respects with the existing issued Shares in issue on the Record Date, except

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that they will not rank for the Bonus Issue mentioned in paragraph (a) of this resolution;

  • (d) no fractional Bonus Shares shall be allotted and distributed, and the fractional entitlements shall be aggregated, rounded down to the nearest whole number and sold for the benefit of the Company; and

  • (e) the Directors be authorised to do all acts and things as may be necessary or expedient in relation to the Bonus Issue, including, but not limited to, determining the exact amount to be capitalized out of the share premium account of the Company and the exact number of Bonus Shares to be allotted and distributed in the manner referred to in paragraphs (a) and (b) of this resolution.”

By Order of the Board Fung Man Yuen Company Secretary

Hong Kong, 26 June 2009

Registered Office: Room 901-903, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong.

Notes:

  1. Any shareholder of the Company (“Shareholder”) entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one, or if such Shareholder is a holder of more than one Share, more proxies to attend and vote in his or her stead. A proxy need not be a Shareholder.

  2. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified true copy thereof must be deposited at the Company's registered office at Room 901-903, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the above Meeting or any adjourned meeting.

  3. With regard to the resolution set out in this notice, a circular giving details of the proposed Bonus Issue incorporating this notice will be despatched today to the Shareholders.

  4. In case of joint holders of Shares, any one of such holders may vote at the EGM, either in person or by proxy, in respect of such Shares as if he or she was solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, that one of the said persons so present whose names stands first in the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

  5. This notice will also be available for viewing on the designated website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and on the website of the Company at www.danform.com.hk from 26 June 2009.

  6. As at the date hereof, the board of Directors comprises five Directors, of whom two are Executive Directors, namely Mr. Dai Xiaoming and Mr. Kenneth Hiu King Kon; and three are Independent Non-executive Directors, namely Mr. Jesse Nai Chau Leung, Dr. Xiang Bing and Mr. Edward Shen.

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