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Beijing Beida Jade Bird Universal Sci-Tech Company Limited — Proxy Solicitation & Information Statement 2007
Jun 11, 2007
51266_rns_2007-06-11_eae7aeef-7cb2-4d70-acf7-7662c931f3d0.pdf
Proxy Solicitation & Information Statement
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The Stock Exchange takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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, 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: (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
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北京北大青鳥環宇科技股份有限公司 BEIJING BEIDA JADE BIRD UNIVERSAL SCI-TECH COMPANY LIMITED
(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 8095)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (the “ Special General Meeting ”) of the holders of the shares of Beijing Beida Jade Bird Universal Sci-Tech Company Limited (the “ Company ”) will be held at Room 3104, 3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing, the PRC on Friday, 3 August 2007 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following as ordinary resolutions:
ORDINARY RESOLUTION 1
THAT :
- (a) certain amendments to the terms of a Securities Lending Transaction Confirmation in connection with a Global Master Securities Lending Agreement (as supplemented by a Schedule) (together, the “ Securities Lending Agreement ”), both dated 15 December 2006 and entered into between Beida Jade Bird Universal Sci-Tech (Cayman) Development Company Limited (“ JBU Development ”), a wholly-owned subsidiary of the Company and Nexgen Capital Limited (“ NCL ”) pursuant to a letter agreement (“ Supplemental Letter Agreement ”) dated 18 May 2007 and entered into between JBU Development and NCL, including, inter alia, (i) extension of the duration of the transaction under the Securities Lending Agreement to a period of 42 months ending on 18 June 2010; (ii) adjustment to the rate of interest on the collateral to be deposited by NCL with JBU Development (the “ Collateral ”); and (iii) adjustment to the maximum amount of Collateral (details of which have been set out in an announcement of the Company dated 18 May 2007 and in a circular to the shareholders of the Company dated 11 June 2007) be and are hereby approved, ratified and confirmed; and
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- (b) the acts of the board of directors of the Company on behalf of the Company for the purpose of or in connection with the implementation and completion of the Supplemental Letter Agreement and the transactions thereunder be and are hereby approved, ratified and confirmed.
ORDINARY RESOLUTION 2
THAT :
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(a) the granting of call options on 161,944,000 ordinary shares of Semiconductor Manufacturing International Corporation (the “ Option Shares ”, and individually the “ Option Share ”) by JBU Development to NCL expiring on the date falling two scheduled trading days before 18 June 2010 (the “ Expiration Date ”) and in the event physical settlement is elected, automatically exercisable on each of the 40 scheduled trading days preceding and ending on the Expiration Date based on the volume-weighted average price of an Option Share on each of such 40 days, and in the event cash settlement is elected, automatically exercisable on the Expiration Date based on the arithmetic average of the volume-weighted average price of an Option Share over the above 40-day period, pursuant to an ISDA Master Agreement, as supplemented by a schedule, and a Share Options Transaction Confirmation, all dated 18 May 2007 and entered into between JBU Development and NCL (together, the “ Share Options Agreement ”) (details of which have been set out in an announcement of the Company dated 18 May 2007 and in a circular to the shareholders of the Company dated 11 June 2007) be and are hereby approved, ratified and confirmed; and
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(b) the acts of the board of directors of the Company on behalf of the Company for the purpose of or in connection with the implementation and completion of the Share Options Agreement and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed.
By order of the board of directors Xu Zhen Dong Chairman
Hong Kong, 11 June 2007
Place of business in Hong Kong: Unit 02, 7th Floor Asia Pacific Centre 8 Wyndham Street Central Hong Kong
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Notes:
- (A) The register of holders of H Shares of the Company (“ H Shares ”) will be closed from Tuesday, 3 July 2007 to Friday, 3 August 2007 (both days inclusive) during which period no transfer of H shares will be registered. Any holder of the H Shares and whose name appearing in the Company’s register of holders of H Shares with Hong Kong Registrars Limited at the close of business hours on Friday, 29 June 2007 and have completed the registration process, will be entitled to attend the Special General Meeting.
The address of Hong Kong Registrars Limited is as follows:
46th Floor, Hopewell Centre, 183 Queens Road East, Hong Kong (Fax no: 852-2865-0990)
- (B) Holders of promoter shares of the Company (“ Promoter Shares ”) or H Shares who intend to attend the Special General Meeting must complete the reply slips for attending the Special General Meeting and return them to Hong Kong Registrars Limited at the address set out above (for holders of H Shares) or to the place of business of the Company in Beijing (for Promoter Shares) not later than 20 days before the date of the Special General Meeting, i.e. no later than 4:30 p.m. on Friday, 13 July 2007.
The place of business of the Company in Beijing is as follows:
3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing 100871, the PRC (Fax no: 86-10-6275-8434)
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(C) Each holder of H Shares who has the right to attend and vote at the Special General Meeting is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the Special General Meeting. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll.
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(D) The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorised in writing. If that instrument is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certified.
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(E) To be valid, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H Share registrar, Hong Kong Registrars Limited, the address of which is set out in Note (A) above, not less than 24 hours before the time for holding the Special General Meeting or any adjournment thereof in order for such documents to be valid.
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(F) Each holder of Promoter Shares is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on its behalf at the Special General Meeting. Notes (C) to (D) also apply to holders of Promoter Shares, except that the proxy form or other documents of authority must be delivered to the place of business of the Company in Beijing, the address of which is set out in Note (B) above, not less than 24 hours before the time for holding the Special General Meeting or any adjournment thereof in order for such documents to be valid.
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(G) If a proxy attends the Special General Meeting on behalf of a shareholder, he should produce his identity card and the instrument signed by the proxy or his legal representative, and specifying the date of its issuance. If a legal person shareholder appoints its corporate representative to attend the Special General Meeting, such representative should produce his/her identity card and the notarised copy of the resolution passed by the board of directors or other authorities or other notarised copy of the licence issued by such legal person shareholder.
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(H) The Special General Meeting is expected to last for one hour. Shareholders attending the Special General Meeting are responsible for their own transportation and accommodation expenses.
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As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Xu Zhen Dong, Mr. Xu Zhi Xiang and Mr. Zhang Wan Zhong, three non-executive Directors, namely Mr. Liu Yong Jin, Mr. Hao Yi Long and Mr. Li Li Xin, and three independent non-executive Directors, namely Professor Nan Xiang Hao, Professor Chin Man Chung, Ambrose and Mr. Cai Chuan Bing.
This announcement will remain on the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting.
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