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China Netcom Technology Holdings Limited Proxy Solicitation & Information Statement 2008

May 27, 2008

51253_rns_2008-05-27_704c824f-d687-4f2e-9cd1-e15d69438b7f.pdf

Proxy Solicitation & Information Statement

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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of China Metal Resources Holdings Limited (“ Company ”) will be held at Unit 1006, 10th Floor, Tower One Lippo Centre, No. 89 Queensway, Hong Kong on Friday, 13 June 2008 at 11:30 a.m. to consider and, if thought fit, passing the following resolution, with or without amendment(s), as an ordinary resolution of the Company:

“THAT subject to and conditional upon the GEM Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the listing of, and permission to deal in, shares of HK$0.0005 each ( “Shares” ) in the share capital of China Metal Resources Holdings Limited ( “Company” ) to be issued pursuant to the exercise of the options which may be granted under the Refreshed General Scheme Limit (as hereinafter defined), the refreshment of the general scheme limit of the existing share option scheme of the Company adopted on 29 June 2007 up to 10% of the total number of Shares in issue as at the date of passing of this resolution ( “Refreshed General Scheme Limit” ) be and is hereby approved and any director be and is hereby authorised to do all such acts and execute such document to effect the Refreshed General Scheme Limit.”

By order of the Board

China Metal Resources Holdings Limited Ng Kwok Chu, Winfield Executive Director

Hong Kong, 27 May 2008

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As at the date hereof, the Board comprised the following directors of the Company (“ Director(s) ”):

Executive Directors:

Independent non-executive Directors:

Head office and principal place of business in Hong Kong:

Messrs. Leung Ngai Man and Ng Kwok Chu, Winfield and Ms. Wu Wei Hua Dr. Leung Wai Cheung, Messrs. Chan Sing Fai and Liu Jia Qing Unit 1006, 10th Floor, Tower One Lippo Centre, No. 89 Queensway, Hong Kong

Notes:

  • (1) Any member entitled to attend and vote at the above meeting is entitled to appoint one or, if he/she is the holder of two or more shares, more than one proxy to attend and vote on his/her behalf in accordance with the articles of association of the Company. A proxy need not be a member of the Company.

  • (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 branch share registrar in Hong Kong, Tricor 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.

  • (3) Delivery of an instrument appointing a proxy shall 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.

  • (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 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.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market ( “GEM” ) of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, 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 “Latest Company Announcements” page of the GEM website at www.hkgem.com for a minimum period of seven (7) days from the date of its publication.

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