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Chinasoft International Limited Proxy Solicitation & Information Statement 2005

May 3, 2005

49152_rns_2005-05-03_77ca0146-6bf4-40a6-b231-d0da19e222dd.pdf

Proxy Solicitation & Information Statement

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(Incorporated in Hong Kong with limited liability) Website: http://www.melco.hk.cn

(Stock Code: 200)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN (the “Notice”) that an extraordinary general meeting (the “Meeting”) of Melco International Development Limited (the “Company”) will be held at 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong, on Wednesday, 18 May 2005 at 4:15 p.m. (or immediately after the conclusion or adjournment of the annual general meeting of the Company to be held at 3:30 p.m. on the same day) for the purpose of considering and, if thought fit, passing (with or without amendments) the following as ordinary resolutions of the Company:–

ORDINARY RESOLUTIONS

  • 1 “ THAT the Continuing Connected Transaction (as defined and more particularly described in the circular dated 29 April 2005 dispatched to the shareholders of the Company (the “Circular”)) under or pursuant to the Slot Halls Service Arrangement (as defined in the Circular) between the Company’s subsidiary, Mocha Slot Management Limited (“Mocha Management”) and Sociedade de Jogos de Macau, S.A. (“SJM”) with the maximum aggregate annual value of Slot Halls Services (as defined in the Circular) provided or to be provided by Mocha Management to SJM for the three financial years of the Company ending 31 December 2007 to be subject to the annual caps as stated below:

Annual Cap for the year ending 31 December 2005 2006 2007 HK$146,820,000 HK$238,910,000 HK$528,490,000

be and is hereby approved, ratified and confirmed.”

  • 2 “ THAT the SJM IT Service Arrangement (as defined and more particularly described in the circular dated 29 April 2005 dispatched to the shareholders of the Company) together with all transactions contemplated thereunder between the Company’s subsidiary, Elixir Group (Macau) Limited and Sociedade de Jogos de Macau, S.A. be and is hereby approved, ratified and confirmed.”

  • 3 “ THAT the Mocha IT Service Arrangement (as defined and more particularly described in the circular dated 29 April 2005 dispatched to the shareholders of the Company) together with all transactions contemplated thereunder between the Company’s subsidiary, Elixir Group (Macau) Limited and Mocha Slot Group Limited be and is hereby approved, ratified and confirmed.”

By order of the Board Melco International Development Limited Samuel Tsang Company Secretary

Hong Kong, 29 April 2005 Registered Office: 38th Floor The Centrium 60 Wyndham Street Central Hong Kong

Notes:

  1. Any member of the Company entitled to attend and vote at the Meeting may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a member of the Company.
  1. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share of the Company as if he were 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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  1. In order to be valid, the proxy form duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the registered office of the Company at 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

  2. Whether or not you propose to attend the Meeting in person, you are strongly urged to complete and return the proxy form in accordance with the instructions printed thereon. Completion and return of the proxy form will not preclude you from attending the Meeting and voting in person if you so wish. In the event that you attend the Meeting after having lodged the proxy form, it will be deemed to have been revoked.

As at the date of this announcement, the Board comprises three Executive Directors, namely, Dr. Stanley Ho (Chairman), Mr. Lawrence Ho (Managing Director) and Mr. Frank Tsui, two Nonexecutive Directors, namely, Mr. Ho Cheuk Yuet and Mr. Ng Ching Wo; and three Independent Non-executive Directors, namely, Sir Roger Lobo, Mr. Robert Kwan and Dr. Lo Ka Shui.

Please also refer to the published version of this announcement in The Standard.

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