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CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2008
Sep 16, 2008
49495_rns_2008-09-16_5848692a-a599-4f32-ab7a-21bee1c654db.pdf
Proxy Solicitation & Information Statement
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ASIAN UNION NEW MEDIA (GROUP) LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 419)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Asian Union New Media (Group) Limited (the “Company” ) will be held at Annapurna Room, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong on 10 October 2008, Friday at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions:
ORDINARY RESOLUTIONS
(1) “ THAT :
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(a) the share purchase agreement dated 31 March 2008 (the “ Share Purchase Agreement ”) (as amended by the letter agreement dated 29 May 2008 (the “ Letter Agreement ”) and the supplemental agreement dated 13 August 2008 (the “ Supplemental Agreement ”)) entered into between, inter alia, the Company, Selamead Holdings Limited (the “ Vendor ”) and Huang Ming Guo, pursuant to which the Vendor has agreed to sell and the Company has agreed to acquire the entire issued share capital of Blower Investments Limited, details of the Share Purchase Agreement are set out in the circular of the Company dated 17 September 2008 (the “ Circular ”) (copies of the Share Purchase Agreement, the Letter Agreement, the Supplemental Agreement and the Circular having been produced to the meeting marked “A”, “B”, “C” and “D”, respectively and initiated for the purposes of identification by the chairman of the meeting) and the transactions contemplated thereunder be and is hereby approved, confirmed and ratified;
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(b) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting or agreeing to grant the listing of, and permission to deal in, the Consideration Shares (as defined below), the directors of the Company be and are hereby generally and unconditionally authorised to issue and allot such number of new shares (the “ Consideration Shares ”) of HK$0.01 each in the capital of the Company which will be issued as consideration pursuant to the Share Purchase Agreement, and that the Consideration Shares, when issued and allotted, shall rank pari passu in all respects with all other shares of HK$0.01 each in the capital of the Company in issue as at the date of such issue and allotment; and
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(c) any one director of the Company be and is hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such further documents for and on behalf of the Company by hand, or in case of execution of documents under seal, to do so jointly with any of a second director, a duly authorized representative of the director or the secretary of the Company and to take such steps as he may in his absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the transactions under the Share Purchase Agreement.”
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(2) “ THAT :
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(a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase issued shares of HK$0.01 each in the capital of the Company subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time be and is hereby generally and unconditionally approved;
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(b) the approval in paragraph (a) shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors on behalf of the Company during the Relevant Period to procure the Company to purchase its shares at a price determined by the directors;
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(c) the aggregate nominal amount of the shares which are authorized to be purchased by the directors of the Company pursuant to the approval in paragraph (a) shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and
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(d) for the purposes of this resolution:
“Relevant Period” means the period from 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 law or the Company’s articles of association to be held; or
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(iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting.”
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SPECIAL RESOLUTION
- (3) “ THAT subject to the approval of the Registrar of Companies of the Cayman Islands, the name of the Company be changed to “Media China Corporation Limited(華億傳媒有限公司)” and THAT the directors of the Company be and are hereby authorised generally to take such actions and execute such documents as they may consider necessary and expedient to effect the change of name of the Company.”
By order of the Board Chan Kam Kwan, Jason Company Secretary
Hong Kong, 17 September 2008
Principal place of business in Hong Kong:
Room 1516
15th Floor Citic Tower 1 Tim Mei Avenue Central, Hong Kong
Notes:
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A circular containing details of the EGM has been sent to the shareholders today.
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Any shareholder 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 shareholder of the Company.
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In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the share registrar of the Company, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.
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A form of proxy for use at the meeting convened by the above notice is enclosed herewith.
As at the date of the this announcement, the board of directors of the Company comprised Mr. Edward Tian Suning (Chairman and non-executive Director), Mr. Zhao Anjian (executive Director), Mr. Zhang Changsheng (Vice Chairman and an independent non-executive Director), Mr. Li Ruigang, Mr. Jiang Jianning, Mr. Yuen Kin and Dr. Wong Yau Kar David (each of whom is an independent non-executive Director).
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