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CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED Governance Information 2012

Mar 26, 2012

49495_rns_2012-03-26_c47d1f9a-2160-4000-be69-9c0e7f604f92.pdf

Governance Information

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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.

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MEDIA CHINA CORPORATION LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

PROPOSED AMENDMENTS TO MEMORANDUM AND ARTICLES OF ASSOCIATION

AND

PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board announces that certain amendments to the existing Memorandum and Articles of Association will be proposed and a new Memorandum and Articles of Association incorporating the Existing Amendments and the Proposed Amendments (if approved by the Shareholders) will be adopted at the EGM.

A circular containing, among other things, details of the Proposed Amendments and the adoption of the new Memorandum and Articles of Association incorporating the Existing Amendments and the Proposed Amendments (if approved by the Shareholders), together with a notice of the EGM will be dispatched to the Shareholders as soon as practicable.

PROPOSED AMENDMENTS TO MEMORANDUM AND ARTICLES OF ASSOCIATION AND PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

The board of directors (the ‘‘Board’’) of Media China Corporation Limited announces that certain amendments (the ‘‘Proposed Amendments’’) to the existing memorandum of association and articles of association of the Company (the ‘‘Memorandum and Articles of Association’’) will be proposed at the extraordinary general meeting of the Company to be held at such appropriate date as shall be decided by the Board (the ‘‘EGM’’).

Since July 2002, various amendments (the ‘‘Existing Amendments’’) to the Memorandum and Articles of Association have been made. The Board proposes to consolidate all amendments to the Memorandum and Articles of Association (including the Proposed Amendments if approved by

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shareholders of the Company (the ‘‘Shareholders’’)) and seek the approval of the Shareholders to adopt the consolidated Memorandum and Articles of Association in replacement of the existing Memorandum and Articles of Association at the EGM.

Pursuant to Article 168 of the existing Articles of Association of the Company, the Proposed Amendments and adoption of new Memorandum and Articles of Association incorporating the Existing Amendments and the Proposed Amendments (if approved by the Shareholders) will be subject to the approval by the Shareholders in form of a special resolution.

GENERAL

The EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Proposed Amendments and adoption of the new Memorandum and Articles of Association incorporating the Existing Amendments and the Proposed Amendments (if approved by the Shareholders). A circular containing, among other things, details of the Proposed Amendments and the adoption of the new Memorandum and Articles of Association incorporating the Existing Amendments and the Proposed Amendments (if approved by the Shareholders), together with a notice of the EGM will be dispatched to the Shareholders as soon as practicable.

By Order of the Board Media China Corporation Limited YUEN Hoi Po Chairman

Hong Kong, 26 March 2012

As at the date of this announcement, the Board comprises Mr. YUEN Hoi Po (Chairman and Executive Director), Mr. Hugo SHONG (Vice Chairman and Non-executive Director), Mr. ZHANG Changsheng (Executive Director), Mr. TIAN Suning (Non-executive Director), Professor WEI Xin, Dr. WONG Yau Kar David JP, Mr. YUEN Kin and Mr. CHU Yuguo (each an Independent Non-executive Director).

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