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Chiho Environmental Group Limited Proxy Solicitation & Information Statement 2012

Nov 29, 2012

49598_rns_2012-11-29_b8db6984-8462-4829-9c34-26e402e5c417.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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CHIHO-TIANDE GROUP LIMITED 齊合天地集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 976)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Chiho-Tiande Group Limited (the “ Company ”) will be held at Level 2, 48 Wang Lok Street, Yuen Long Industrial Estate, Hong Kong on Tuesday, 18 December 2012 at 2:00 p.m. or any adjournment thereof for the purpose of considering, and if thought fit, passing with or without modification the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT the master supply agreement (the “ New Master Supply Agreement ”) dated 15 November 2012 entered into between the Company and Sims Metal Management Asia Limited (“ Sims Asia ”) in respect of the supply of scrap metal by the relevant member(s) of Sims Asia and its subsidiaries to the relevant member(s) of the Company and its subsidiaries during the term (the “ Term ”) between 1 January 2013 and 31 December 2015 (a copy of which is produced to this meeting and marked “A” and initialed by the Chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder or incidental thereto subject to the proposed annual caps for the relevant periods during the Term set out therein be and are hereby approved, confirmed and ratified, AND THAT the Directors be and are hereby authorised to do all things and acts and sign all documents which they consider necessary, desirable or expedient in connection or to implement and/or to give effect to the New Master Supply Agreement and the transactions contemplated thereunder.”

By order of the Board

Chiho-Tiande Group Limited Fang Ankong Chairman

Hong Kong, 30 November 2012

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Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal Place of Business in Hong Kong: 48 Wang Lok Street Yuen Long Industrial Estate Hong Kong

Notes:

  • (1) A member entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company.

  • (2) Where there are joint 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 were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

  • (3) To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of that power or authority, must be deposited at Computershare Hong Kong Investor Services Limited, the Company’s branch share registrar and transfer office in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting or any adjournment thereof and in such event, the form of proxy will be deemed to be revoked.

  • (4) The register of members of the Company will be closed from Monday, 17 December 2012 to Tuesday, 18 December 2012, both dates inclusive, during which period no transfer of Shares will be registered. In order to determine the identity of the shareholders of the Company who are entitled to attend and vote at the Meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with Computershare Hong Kong Investor Services Limited, the Company’s branch share registrar and transfer office in Hong Kong, at Shops 1712-1716, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Friday, 14 December 2012.

  • (5) Shareholders are advised to read the circular to the shareholders of the Company dated 30 November 2012 which contains information concerning the resolution to be proposed in this notice.

  • (6) Pursuant to Rule 14A.54 of the Listing Rules, Sims Metal Management Dragon Holdings Limited and its associates are required to abstain from voting on the ordinary resolution.

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  • (7) According to Rule 13.39(4) of the Listing Rules, any vote of shareholders of the Company at a general meeting of the Company must be taken by poll. Accordingly, the Chairman of the Meeting will exercise his power under the articles of association of the Company to demand a poll in relation to the proposed ordinary resolution at the Meeting.

As at the date of this notice, the Board of Directors of the Company comprises:

Executive Directors: Fang Ankong, Stephanus Maria van Ooijen, Gu Liyong Non-executive Director: Michael Charles Lion Independent non-executive Directors: Loke Yu, Li Xikui, Zhang Jingdong

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