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Beijing Yunji Technology Co., Ltd. — Proxy Solicitation & Information Statement 2008
Jun 20, 2008
50748_rns_2008-06-20_d1ac894d-8c7c-4779-96cb-269bcb7ef8d4.pdf
Proxy Solicitation & Information Statement
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CHEONG MING INVESTMENTS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1196)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting of Cheong Ming Investments Limited (“ Company ”) will be held at 9:30 a.m. on Wednesday, 9 July 2008 at Tang Room II, Sheraton Hong Kong Hotel and Towers, 20 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modification, the following resolutions each as an ordinary resolution of the Company:
ORDINARY RESOLUTIONS
- “1. THAT the sale of Factory Unit A of 2nd, 9th and 10th floors, Factory Unit B of 5th, 9th and 10th floors and Car Parks Nos. 4, 11 and 20 on the ground floor located in Mai Sik Industrial Building, Nos. 1/11 Kwai Ting Road, Kwai Chung, New Territories, Hong Kong (“ First Properties ”) by Capital Asset Management Limited as vendor to Mr. Lui Shing Ming Brian (“ Purchaser ”) as purchaser (or one or more company nominated by the Purchaser) on the terms and conditions contained in the agreement for sale and purchase of the First Properties dated 2 June 2008 (a copy of which has been produced to this meeting and marked “ A ” and initialled by the chairman of the meeting for the purpose of identification) and all transactions contemplated thereunder be and they are hereby approved, and the directors of the Company (“ Directors ”) be and they are hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such steps as the Directors may in their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to the said sale and all transactions contemplated under said agreement for sale and purchase of the First Properties and anything in connection therewith and to agree to any variations, amendments and waivers of any of the terms of the said sale which are in the opinion of the Directors not material to the said sale and are in the interests of the Company.”
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- “2. THAT the sale of Factory Unit A of 6th floor and Factory Unit B of 6th and 13th floors located in Mai Sik Industrial Building, Nos. 1/11 Kwai Ting Road, Kwai Chung, New Territories, Hong Kong (“ Second Properties ”) by Cheong Ming Press Factory Limited as vendor to Mr. Lui Shing Ming Brian (“ Purchaser ”) as purchaser (or one or more company nominated by the Purchaser) on the terms and conditions contained in the agreement for sale and purchase of the Second Properties dated 2 June 2008 (a copy of which has been produced to this meeting and marked “ B ” and initialled by the chairman of the meeting for the purpose of identification) and all transactions contemplated thereunder be and they are hereby approved, and the directors of the Company (“ Directors ”) be and they are hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such steps as the Directors may in their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to the said sale and all transactions contemplated under said agreement for sale and purchase of the Second Properties and anything in connection therewith and to agree to any variations, amendments and waivers of any of the terms of the said sale which are in the opinion of the Directors not material to the said sale and are in the interests of the Company.”
By Order of the Board of Cheong Ming Investments Limited Lui Chi Chairman
Hong Kong, 23 June 2008
Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda
Head office and principal place of business in Hong Kong: Unit 2608, Level 26 Metroplaza, Tower II 223 Hing Fong Road Kwai Fong New Territories Hong Kong
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Notes:
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(1) A member entitled to attend and vote at the above meeting may appoint another person as his proxy to attend and vote on his behalf and such proxy need not be a member of the Company. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company (“ Shares ”) may appoint more than one proxy to represent him and vote on his behalf at the above meeting. A form of proxy for use at the above meeting is enclosed.
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(2) In the case of joint holders of any Share, any one of such joint holders may vote at the above meeting, 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 are present at the above meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.
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(3) In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time appointed for holding of the above meeting or any adjournment thereof.
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(4) Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the above meeting or any adjournment thereof and in such event, the authority of the proxy shall be deemed to be revoked.
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(5) The Purchaser and his associates (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) are required to abstain from voting on the above resolutions proposed to be passed at the above meeting. Voting on the above resolutions proposed to be passed at the above meeting will be taken by poll.
As at the date of this notice, the executive directors of the Company are Mr. Lui Chi, Mr. Lui Shing Ming Brian, Mr. Lui Shing Cheong and Mr. Lui Shing Chung Victor and the independent non-executive directors of the Company are Dr. Lam Chun Kong, Mr. Lo Wing Man and Dr. Ng Lai Man Carmen.
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