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China Huajun Group Limited — Proxy Solicitation & Information Statement 2016
Feb 2, 2016
49173_rns_2016-02-02_af004b87-a6c8-4780-a528-0027d64ec6f0.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.
HUAJUN HOLDINGS LIMITED 華君控股有限公司[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 377)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting of Huajun Holdings Limited (the “ Company ”) will be held at 3:00 p.m. on Tuesday, 23 February 2016 at the Conference Room, 36/F, Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution as ordinary resolution:
ORDINARY RESOLUTION
“ THAT :
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(a) a sale and purchase agreement dated 7 October 2015 (the “ Agreement ”) (a copy of which has been produced at this Meeting and marked “A” and initialed by the chairman of this meeting for the purpose of identification) entered into between B&H Properties Management (China) Limited* (保華置業管理(中國)有限公 司), a limited liability company established in the PRC and an indirect whollyowned subsidiary of the Company, as the purchaser, and Dalian Hydraulic Machinery Co., Ltd.* (大連液力機械有限公司), as the vendor, in relation to the acquisition of the entire equity interest in Liaoning Bao Hua Properties Development Co., Ltd.* (遼寧保華房地產開發有限公司) (the “ Target Company ”) and the transactions contemplated thereunder or incidental to the Agreement be and are hereby approved, ratified and confirmed;
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(b) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Consideration Shares (as defined below), the directors of the Company (the “ Directors ”) be and are hereby granted a specific mandate (the “ Specific Mandate ”) to issue and allot a total of 400,000,000 new share of the Company (the “ Consideration Shares ”) upon completion of the Agreement. The Specific Mandate is in addition to, and
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shall not prejudice nor revoke any existing or such other general or special mandates which may from time to time be granted to the Directors prior to the passing of this resolution;
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(c) the allotment and issue of 400,000,000 Consideration Shares, credited as fully paid, rank pari passu in all respect with all the existing Shares then in issue, pursuant to the Specific Mandate be and is hereby approved; and
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(d) save and except Mr. Meng Guang Bao, who is interested in the transactions contemplated under the Agreement, any one or more of the directors of the Company be and is hereby authorised to sign and execute such other documents or supplemental agreements or deeds for and on behalf of the Company and to implement and take all steps and to do all acts and things which in his/her opinion may be necessary or desirable to give effect and/or to complete or in connection with the transactions contemplated hereby (including, without limitation to, the execution, amendment, supplement, delivery, submission and implementation of any further documents or agreements amending the terms of the Agreement).”
By Order of the Board Wu Jiwei Chief Executive Officer and Executive Director
Hong Kong, 1 February 2016
Notes:
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Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company.
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A form of proxy for use at the meeting is enclosed. Whether or not you intend to attend the meeting in person, you are requested to complete, sign and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the accompanying form of proxy will not preclude members of the Company from attending and voting in person at the aforesaid meeting or any adjournment thereof should they so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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To be valid, the form of proxy, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority must be deposited with the Company’s branch share registrar in Hong Kong, Union Registrars Limited, at A18th Floor, Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
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The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.
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In the case of joint holders of shares, any one of such holders may vote at the meeting, either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, that one of such joint holders whose name stands first on the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.
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The voting on the proposed resolution at the SGM will be conducted by way of poll.
As at the date of this notice, the Board comprises Mr. Meng Guang Bao (Chairman), Mr. Wu Jiwei (Chief Executive Officer) and Mr. Guo Song (Deputy Chief Executive Officer) as executive Directors; and Mr. Zheng Bailin, Mr. Shen Ruolei and Mr. Pun Chi Ping as independent non-executive Directors.
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