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Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2013
May 3, 2013
50030_rns_2013-05-03_01bbf67c-5652-4cce-9fd8-69dea4ecb9d6.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 Hong Kong with limited liability)
(Stock Code: 688)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (“ EGM ”) of the shareholders of China Overseas Land & Investment Ltd. (the “ Company ”) will be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 30 May 2013 at 3:30 p.m. (or immediately after the annual general meeting of the Company to be held on the same date and same place) for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolution as ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT :
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(A) the New Master CSCECL Group Engagement Agreement (as defined in the circular of the Company dated 6 May 2013 (the “ Circular ”) of which this notice forms part) (a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purpose) and the Continuing Connected Transactions (as defined in the Circular of which this notice forms part) and the implementation thereof be and are hereby approved, ratified and confirmed;
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(B) the Cap (as defined and detailed in the Circular of which this notice forms part) for the period from 1 July 2013 to 30 June 2016 be and are hereby approved; and
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(C) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute any such other documents, instruments and agreements and to do any such acts or things deemed by him to be incidental to, ancillary to or in connection with the matters contemplated in the New Master CSCECL Group Engagement Agreement and the Continuing Connected Transactions, including the affixing of Common Seal thereon.”
By Order of the Board China Overseas Land & Investment Ltd. Kong Qingping Chairman
Hong Kong, 6 May 2013
Registered Office:
10/F., Three Pacific Place 1 Queen’s Road East Hong Kong
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Notes:
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A form of proxy for use at the meeting is enclosed herewith.
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Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer, attorney or other person authorised to sign the same.
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In order to be valid, the form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the Company’s registrar, Tricor Standard Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be).
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Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holders present whose name stands first on the register of members in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.
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Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
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The register of members of the Company will be closed, for the purpose of determining the identity of members who are entitled to attend and vote at the meeting, from 29 May 2013 to 30 May 2013, both days inclusive, during which period no transfers of shares will be effected. In order to be entitled to attend the meeting, all properly completed and duly stamped transfer forms accompanied by the relevant share certificates should be lodged with the Company’s registrar, Tricor Standard Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 28 May 2013.
As at the date of this announcement, Messrs. Kong Qingping (Chairman), Hao Jian Min (Vice Chairman and Chief Executive Officer), Xiao Xiao (Vice Chairman), Nip Yun Wing, Luo Liang, Guo Yong and Kan Hongbo are the executive directors of the Company; Mr. Zheng Xuexuan is the non-executive director of the Company; and Messrs. Lam Kwong Siu, Wong Ying Ho, Kennedy, Li Man Bun, Brian David and Madam Fan Hsu Lai Tai, Rita are the independent non-executive directors of the Company.
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