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CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2015
May 20, 2015
49495_rns_2015-05-20_68d810b0-402d-4f38-8033-52bd7671ea4d.pdf
Proxy Solicitation & Information Statement
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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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(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 (“ Meeting ”) of China Jiuhao Health Industry Corporation Limited (“ Company ”) will be held at 2:30 p.m. on Monday, 15 June 2015 at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong, for the purpose of considering and, if thought fit, with or without modification, passing the following resolution as a special resolution of the Company:
SPECIAL RESOLUTION
“ THAT subject to and conditional upon (i) the approval of the Capital Reduction (as defined below) by the Grand Court of the Cayman Islands (the “ Court ”); (ii) the compliance with any conditions which the Court may impose in relation to the Capital Reduction (as defined below); (iii) the registration by the Registrar of Companies of the Cayman Islands of the order of the Court confirming the Capital Reduction (as defined below) and the minute approved by the Court containing the particulars required under the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands with respect to the Capital Reduction (as defined below); and (iv) The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the New Shares (as defined below) arising from the Capital Reorganisation (as defined below), with effect from the date on which these conditions are fulfilled (the “ Effective Date ”):
- (a) the issued and paid-up ordinary share capital of the Company be reduced (“ Capital Reduction ”) by cancelling the paid-up capital to the extent of HK$0.18 on each existing ordinary share of HK$0.20 of the Company (the “ Existing Share ”) in issue so that each issued Existing Share with a par value of HK$0.20 of the Company be treated as one fully paid-up ordinary share with a par value of HK$0.02 (the “ New Shares ”) in the share capital of the Company and any liability of the holders of such shares to make any further contribution to the capital of the Company on each such share shall be treated as satisfied and that the amount of issued capital thereby cancelled be made available for issue of new shares of the Company, and the entire amount of the authorised but unissued ordinary share capital of the Company be cancelled;
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(b) the credits arising from the Capital Reduction shall be applied to set off the accumulated losses of the Company as at the Effective Date (if any) and the balance (if any) will be transferred to the distributable reserve account of the Company which may be utilised by the Directors as a distributable reserve and in such manner as the Directors consider appropriate, in accordance with the articles of association of the Company, the order of the Court sanctioning the Capital Reduction and all applicable laws and rules (including the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited) including, without limitation, eliminating or setting off the accumulated losses of the Company from time to time and/or paying dividends or making any other distribution out of such account from time to time and all actions in relation thereto be approved, ratified and confirmed;
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(c) an increase in the authorised ordinary share capital of the Company from approximately HK$131,198,080.22 following the Capital Reduction to HK$3,000,000,000 by the creation of the appropriate number of additional unissued New Shares (being 143,440,095,989 unissued New Shares as at the date of this notice) (together with the Capital Reduction, the “ Capital Reorganisation ”);
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(d) all of the New Shares resulting from the Capital Reorganisation shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions contained in the Company’s memorandum and articles of association; and
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(e) the Directors be and are hereby authorised to do all such acts and things and execute all such documents, which are ancillary to the Capital Reorganisation and of administrative nature, on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to the Capital Reorganisation.”
On behalf of the Board
China Jiuhao Health Industry Corporation Limited YUEN Hoi Po Chairman
Hong Kong, 21 May 2015
As at the date of this announcement, the Board comprises executive directors: Mr. YUEN Hoi Po (Chairman), Mr. ZHANG Changsheng (Vice Chairman), non-executive directors: Mr. Edward TIAN Suning, Mr. Hugo SHONG and independent non-executive directors: Professor WEI Xin, Dr. WONG Yau Kar David, BBS, JP, Mr. YUEN Kin, Mr. CHU Yuguo.
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Notes:
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(i) A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy needs not be a member of the Company.
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(ii) Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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(iii) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be lodged with the company’s share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not less than 48 hours before the time appointed for holding the meeting.
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(iv) Completion and return of the form of proxy will not preclude a member from attending the meeting and voting in person at the meeting or any adjournment thereof if he/she so desires. If a member attends the meeting after having deposited the form of proxy, his/her form of proxy will be deemed to have been revoked.
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