Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

China Everbright Limited Proxy Solicitation & Information Statement 2006

Oct 18, 2006

48999_rns_2006-10-18_6fe0be3a-ae07-4577-8514-beb85a5603eb.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

==> picture [42 x 41] intentionally omitted <==

SHOUGANG CONCORD CENTURY HOLDINGS LIMITED 首長寶佳集團有限公司

(Incorporated in Hong Kong with limited liability) (Stock Code: 103)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Shougang Concord Century Holdings Limited (the “Company”) will be held at Concord Rooms 2 & 3, 8/F., Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on 6 November 2006 at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT:

  • (a) the Bekaert Subscription Agreement (as defined in the circular of the Company dated 18 October 2006 (the “ Circular ”)), 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 transactions contemplated thereunder (including the grant of the Bekaert Subscription Option (as defined in the Circular) in accordance with its terms) be and are hereby approved, confirmed and ratified;

  • (b) the allotment and issue of the Bekaert Subscription Shares (as defined in the Circular) to Bekaert (as defined in the Circular) (or its nominee) pursuant to the terms of the Bekaert Subscription Agreement and the transactions contemplated thereby be and are hereby approved;

  • (c) the Service Contract (as defined in the Circular) and the Supply Contract (as defined in the Circular) subject to the Service Fee Cap (as defined in the Circular) and the Sales Cap (as defined in the Circular) respectively in relation to the Continuing Connected Transactions (as defined in the Circular), a copy of the Service Contract and the Supply Contract having been produced at the meeting and marked “B” and “C” respectively and initialled by the chairman of the meeting for identification purpose, and the transactions contemplated thereby be and are hereby approved, confirmed and ratified;

  • (d) any one or more Directors be and are hereby authorised to allot and issue the Bekaert Subscription Shares in accordance with the terms of the Bekaert Subscription Agreement and to do all such acts and things as they consider necessary or expedient for the purpose of giving effect to the Bekaert Subscription Agreement and completing the transactions contemplated thereby; and

  • (e) any one or more Directors be and are hereby authorised to sign and deliver all such documents and do all such acts and things as they consider necessary or expedient for the purposes of giving effect to the Service Contract and the Supply Contract and the transactions contemplated thereby.”

By Order of the Board Shougang Concord Century Holdings Limited Cao Zhong Chairman

Hong Kong, 18 October 2006

Registered office: 5th Floor Bank of East Asia Harbour View Centre 51-57 Gloucester Road Wanchai Hong Kong

Notes:

  1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

1

  1. A form of proxy for use at the meeting is enclosed. To be valid, the form of proxy, together with the notarially certified power of attorney or other authority (if any) under which it is signed must be lodged at the Company’s share registrars, Tengis Limited, at 26th Floor, 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 of the meeting or any adjournment thereof.

  2. Where there are joint holders of any share, any one of such holders may vote at the meeting, either in person or by proxy, in respect of such shares as if he were solely entitled to vote, but if more than one of such joint holders be present at the meeting in person or by proxy, the person so present whose name stands first in the register of member of the Company in respect of such share shall alone be entitled to vote in respect of it.

  3. Completion and return of the form of proxy will not preclude a member from attending the meeting and voting in person at the meeting or any adjourned meeting if he so desires. If a member attends the meeting after having deposited the form of proxy, his form of proxy will be deemed to have been revoked.

  4. The votes to be taken at the meeting will be by way of a poll.

As at the date of this announcement, the Board comprises the following directors:

Mr. Cao Zhong (Chairman), Mr. Li Shaofeng (Managing Director), Mr. Tong Yihui (Deputy Managing Director), Mr. Leung Shun Sang, Tony, Mr. Tang Cornor Kwok Kau (Deputy Managing Director), Mr. Yip Kin Man, Raymond (Independent Non-executive Director), Mr. Law, Yui Lun (Independent Nonexecutive Director) and Mr. Chu, Kwok Tsu Gilbert (Independent Non-executive Director).

Please also refer to the published version of this announcement in South China Morning Post - Classified.

2