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CCIAM Future Energy Limited — Governance Information 2008
Apr 23, 2008
48982_rns_2008-04-23_3ef69c8c-0e71-4464-9128-ac6420efe681.pdf
Governance Information
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The Stock Exchange of Hong Kong Limited 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.
TAI SANG LAND DEVELOPMENT LIMITED
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(Incorporated in Hong Kong with limited liability)
(Stock Code : 89)
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
In order to ensure compliance with amendments to the Listing Rules, in particular, the relevant provisions in the Code on Corporate Governance Practices contained in Appendix 14 to the Listing Rules, to bring the Articles up to date and in line with the current practice in Hong Kong, the Board proposes that certain amendments be made to the Articles. The proposed amendments to the Articles are subject to the approval of the Shareholders by way of special resolution at the AGM.
A circular containing, inter alia, further details concerning the proposed amendments to the Articles and a notice convening the AGM will be despatched to the Shareholders in due course.
PROPOSED AMENDMENTS
In order to ensure compliance with amendments to Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), in particular, the relevant provisions in the Code on Corporate Governance Practices contained in Appendix 14 to the Listing Rules, to bring the articles of association (the “Articles”) of Tai Sang Land Development Limited (the “Company”) up to date and in line with the current practice in Hong Kong, the board of directors of the Company (the “Board”) proposes that certain amendments be made to the Articles. The proposed amendments to the Articles are subject to the approval of the shareholders of the Company (the “Shareholders”) by way of special resolution at the forthcoming annual general meeting of the Company to be held on 23 May 2008 (the “AGM”).
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The proposed amendments include the followings:
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(a) Article 2 To amend the definitions of “Secretary” in line with the Listing Rules.
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(b) Article 27 To clarify that notice of call may be given to the members by any means and in such manner as may be accepted by the Stock Exchange.
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(c) Article 72 To stipulate that the directors of the Company (the “Director(s)”) present at the meeting are entitled to elect one of their number present to be chairman of general meeting.
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(d) Article 74A To stipulate that the chairman of the meeting and/or any Director holding proxies shall demand a poll in specific circumstances.
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(e) Article 77 To reflect the requirement that a poll is required under the Listing Rules or demanded.
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(f) Article 94 To stipulate that any Director appointed by the Board to fill a casual vacancy shall hold office only until the next following general meeting of the Company.
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(g) Article To stipulate that if the number of Directors is not a multiple 103(A), 106 of three then the number nearest to but not less than one-third and 109 shall retire from office and that every Director shall be subject to retirement by rotation at least once every three years.
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(h) Article 136 To reflect the requirement of the Listing Rules that the and 137 secretary must be an individual.
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GENERAL
A circular containing, inter alia, further details concerning the proposed amendments to the Articles and a notice convening the AGM will be despatched to the Shareholders in due course.
By order of the Board Tai Sang Land Development Limited Katy Ma Ching Man Secretary
Hong Kong, 23 April 2008
As at the date of this announcement, the executive Directors of the Company are Mr. Ma Ching Wai, William, Mr. Ma Ching Hang, Patrick, Mr. Ma Ching Kuen, Alfred, Ms. Ma Ching Sau, Amy, Ms. Ma Ching Man, Katy, Ms. Ma Ching Keung, Ruth and Mr. Ma Ching Yeung, Philip; the non-executive Director of the Company is Mr. Cheung Wing Yui, Edward; and the independent non-executive Directors of the Company are Mr. Chau Kwok Fun, Kevin, Mr. Tan Soo Kiu and Mr. Wong Hing Kwok, William.
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