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China Dongxiang (Group) Co., Ltd. Proxy Solicitation & Information Statement 2016

Apr 21, 2016

50892_rns_2016-04-21_26eb11c3-0975-4810-a411-da6e625f16e5.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.

China Dongxiang (Group) Co., Ltd. 中 國 動 向( 集 團 )有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3818)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of shareholders (the ‘‘EGM’’) of China Dongxiang (Group) Co., Ltd. (the ‘‘Company’’) will be held at Regus, 35/F, Central Plaza, 18 Harbour Road, Hong Kong on Wednesday, 18 May 2016 at 10: 45 a.m. for the purpose of considering and, if thought fit, passing the following ordinary resolutions:

ORDINARY RESOLUTIONS

‘‘THAT:

  • (a) the agreement (the ‘‘Framework Agreement’’) dated 11 March 2016 entered into by 上海卡 帕體育用品有限公司 (Shanghai Kappa Sporting Goods Co., Limited)* (‘‘Shanghai Kappa’’) and 邁盛悅合體育用品有限公司(Mai Sheng Yue He Sportswear Company Limited)* (‘‘Mai Sheng Yue He’’) regulating the terms for the supply of goods from Shanghai Kappa to Mai Sheng Yue He, the transactions contemplated thereunder and the proposed annual caps for each of the three years ending 31 December 2018 be and are hereby approved, confirmed and ratified; and

  • (b) the directors of the Company be and are hereby authorised to do all such acts and things and to sign and execute all such documents, instruments and agreements for and on behalf of the Company as they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with paragraph (a) of this resolution’’

By order of the Board China Dongxiang (Group) Co., Ltd. CHEN Yihong

Chairman

Hong Kong, 22 April 2016

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Notes:

  1. Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and to vote in his stead. A proxy need not be a shareholder of the Company.

  2. A form of proxy for use at the meeting convened by the above notice (or at any adjournment thereof) is enclosed. In order to be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, shall be deposited with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 48 hours before the time fixed for holding of the EGM or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish.

  3. To ascertain shareholders’ eligibility to attend and vote at the EGM, the register of members of the Company will be closed from 16 May 2016 to 18 May 2016 (both days inclusive) during which period no transfer of shares of the Company will be registered. In order to qualify to attend and vote at the EGM, all transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–16, 17/F Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4: 30 p.m. on 13 May 2016.

  4. The ordinary resolutions set out above will be determined by way of poll.

  5. If a Typhoon Signal No.8 or above is hoisted or a Black Rainstorm Warning Signal is in force on the date of the meeting, shareholders are suggested to visit the Company’s website at (www. dxsport.com) for arrangements of the meeting.

The meeting will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.

As at the date of this announcement, the executive directors of the Company are Mr. Chen Yihong and Ms. Chen Chen, and the independent non-executive directors of the Company are Mr. Gao Yu, Dr. Xiang Bing and Mr. Xu Yudi.

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