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CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED Proxy Solicitation & Information Statement 2008

Sep 16, 2008

49495_rns_2008-09-16_e91e79dc-4d97-4b30-9fbe-a2fb8013c42f.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)

PROXY FORM

Form of proxy for the extraordinary general meeting (the “Meeting”) to 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.

I/We (note 1) of being the registered holder(s) of (note 2) shares of HK$0.01 each in the capital of Asian Union New Media (Group) Limited (the “Company”), hereby appoint (note 3) of

or failing him, the Chairman of the Meeting, as my/our proxy to attend on my/our behalf at the Meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions set out in the notice of the Meeting (with or without modifications) as hereunder indicated.

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|---|---|---|---|---|
|Ordinary Resolutions|For|(note 4)|Against|(note 4)|
|1.|To approve, confirm and ratify the conditional share purchase agreement|
|dated 31 March 2008 (as amended by the letter agreement dated 29 May|
|2008 and the supplemental agreement dated 13 August 2008) and the|
|transactions contemplated thereunder including the allotment and issue of|
|the Consideration Shares (as defined in the Company’s circular dated 17|
|September 2008), subject to the Listing Committee of The Stock Exchange of|
|Hong Kong Limited granting its approval for the listing of the Consideration|
|Shares.|
|2.|To grant a general mandate to directors of the Company to repurchase shares|
|of the Company.|
|Special Resolution|
|3.|To approve the change of name of the Company to “Media China Corporation|
|Limited(華億傳媒有限公司)” and to authorise the directors of the Company|
|to take all necessary actions to effect the change of the Company’s name.|

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Dated this day of 2008 Signature(s) (note 7)

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

  2. Please insert the number of shares of HK$0.01 each in the capital of the Company registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

  3. Full name and address of proxy to be inserted in BLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .

  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION . If no direction is given, the proxy will be entitled to vote or abstain as he thinks fit. Your proxy will be entitled to vote or abstain at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  5. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority must be deposited at the Company’s branch share registrars, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.

  6. In the case of joint holders of a share, the vote of the person, whether attending in person or by proxy, whose name stands first on the Register of Members of the Company in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

  7. This form of proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of an officer or attorney duly authorised.

  8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

  9. Completion and delivery of this form of proxy shall not preclude you from attending and voting in person if you so wish. 10. Any alteration to this form of proxy must be initialled by the person who signs it.