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China Netcom Technology Holdings Limited — AGM Information 2006
Jun 1, 2006
51253_rns_2006-06-01_cb74013a-1d8c-4c16-8335-ae19562b8680.pdf
AGM Information
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This announcement is made at the request of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). The Stock Exchange 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.
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GLORY FUTURE GROUP LIMITED 光彩未來集團有限公司
(incorporated in the Cayman Islands with limited liability)
(the “Company”)
(Stock Code: 8071)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Glory Future Group Limited (“ Company ”) will be held at 7/F., San Kei Tower, 56-58 Yee Wo Street, Causeway Bay, Hong Kong on Wednesday, 28 June 2006 at 11:00 a.m. to consider and, if thought fit, transact the following ordinary businesses:
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to receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (“ Directors ”) of the Company and the Company’s auditors for the year ended 31 December 2005;
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to consider the re-election of the retiring Directors, each as a separate resolution, and to authorise the board (“ Board ”) of Directors to fix the Directors’ remuneration;
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to consider the re-appointment of Grant Thornton as the Company’s auditors and to authorise the Board to fix their remuneration;
and, as special businesses, to consider and, if thought fit, pass the following resolutions as ordinary resolutions or, as the case may be, a special resolution (with or without modifications):
ORDINARY RESOLUTIONS
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“ THAT :
- (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) (“ GEM Listing Rules ”), the exercise by the directors of the Company (“ Directors ”) during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares (each, a “ Share ”) of HK$0.01 each in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
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(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
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(c) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the GEM Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and
(d) for the purposes of this resolution:
“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:
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(i) the conclusion of the next annual general meeting of the Company;
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(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable law of the Cayman Islands to be held; or
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(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;
“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the Company’s register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”
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5. “ THAT :
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(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all powers of the Company to repurchase shares of HK$0.01 each in the capital of the Company (each, a “ Share ”) on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”), or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Law of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
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(b) the aggregate nominal amount of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
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(c) for the purposes of this resolution:
“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:
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(i) the conclusion of the next annual general meeting of the Company;
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(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable law of the Cayman Islands to be held; or
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(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution;
- “ THAT conditional on the passing of resolutions numbered 4 and 5 above, the general mandate granted to the directors of the Company pursuant to paragraph (a) of resolution numbered 4 above be and it is hereby extended by the addition to the aggregate nominal amount of the shares which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 5 above.”
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SPECIAL RESOLUTION
- “ THAT the articles of association of the Company be and they are hereby amended in the following manner:
Article 86(5) be amended by substituting the word “special” with the word “ordinary” on the second line.”
By Order of the Board of Glory Future Group Limited Choi Koon Ming Chairman
Hong Kong, 1 June 2006
As at the date hereof, the Board comprises the following members:
Executive Directors:
Messrs. Choi Koon Ming, Chow Yeung Tuen, Richard and Ng Kam Yiu
Non-executive Director:
Mr. Ha Kee Choy, Eugene
Independent non-executive Directors:
Messrs. Wu Tak Lung, Phillip King and Ng Cheuk Tat, Ambrose
Head Office and Principal Place of Business in Hong Kong: 7/F., San Kei Tower 56-58 Yee Wo Street Causeway Bay Hong Kong
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Notes:
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(1) Any member entitled to attend and vote at the above meeting is entitled to appoint one or, if he is the holder of two or more shares, more than one proxy to attend and vote on his behalf in accordance with the articles of association of the Company. A proxy need not be a member of the Company.
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(2) 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 such power or authority must be deposited at the Company’s Hong Kong branch registrar, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the above meeting or any adjournment thereof.
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(3) Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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(4) In the case of joint holders of a 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 above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
As at the date of this announcement, the executive directors of the Company are Messrs. Choi Koon Ming, Ng Kam Yiu and Chow Yeung Tuen, Richard; the non-executive director of the Company is Mr. Ha Kee Choy, Eugene; and the independent non-executive directors of the Company are Messrs. Wu Tak Lung, Phillip King and Ng Cheuk Tat, Ambrose.
This announcement, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules of the Stock Exchange for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
This announcement will remain on the GEM website on the “Latest Company Announcements” page for at least 7 days from the day of its posting.
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