AI assistant
Come Sure Group (Holdings) Limited — Proxy Solicitation & Information Statement 2009
Sep 8, 2009
49468_rns_2009-09-08_632cb043-dcdd-4db9-a7b6-1dc8406fa3b2.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
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.
==> picture [58 x 67] intentionally omitted <==
Come Sure Group (Holdings) Limited 錦勝集團(控股)有限公司[*]
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 00794)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of Come Sure Group (Holdings) Limited (the “Company”) will be held on 25 September 2009 (Friday) at 12:00 noon at Unit 3203, Admiralty Centre I, 18 Harcourt Road, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT :
- (1) the sale and purchase agreement (the “Sale and Purchase Agreement”) (a copy of which is produced before the meeting marked “A” and initialed by the chairman of the meeting for the purpose of identification) dated 17 August 2009 and entered into between Jumbo Match Limited (“Jumbo Match”, a wholly-owned subsidiary of the Company) being the vendor and April Lion King Limited (“April Lion King”) being the purchaser, pursuant to which Jumbo Match agreed to sell the entire issued shares of Bright Leader Holdings Limited (“Bright Leader Holdings”) at a consideration of HK$15,333,054 and at completion, Jumbo Match shall procure that Come Sure Packing Products (Shenzhen) Company Limited (a wholly-owned subsidiary of the Company) shall forthwith repay an amount of HK$154,900 due to Bright Leader Holdings and April Lion King shall also procure Bright Leader Holdings shall forthwith repay an aggregate amount of HK$15,049,960 due to two wholly-owned subsidiaries of the Company be and is hereby approved, confirmed and ratified, and the transactions contemplated thereunder be and are hereby approved; and
* For identification purpose only
– 1 –
- (2) any one director (“Director”) of the Company be and is hereby authorised to do or execute for and on behalf of the Company all such acts and things and such other documents under hand (and, where required, under the corporate seal of the Company together with such other Director or person authorised by the board of Directors) and to take such steps as he or they may consider necessary, appropriate, desirable or expedient to implement or give effect to the terms of the Sale and Purchase Agreement and all transactions contemplated under the Sale and Purchase Agreement and all other matters incidental thereto or in connection therewith and to agree to and make such variation, amendment and waiver of any of the matters relating thereto or in connection therewith.”
By Order of the Board Come Sure Group (Holdings) Limited CHONG Kam Chau Chairman
Hong Kong, 9 September 2009
Notes:
-
Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.
-
The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
-
Voting at the Meeting shall be taken on a poll.
-
To be valid, the instrument appointing a proxy and (if required by the board of Directors) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
-
No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.
-
Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
-
Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
– 2 –
- The transfer books and register of members of the Company will be closed from 22 September 2009 to 25 September 2009, both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:00 p.m. on 21 September 2009.
As at the date of this announcement, the Board comprises five executive Directors, namely Mr. Chong Kam Chau, Mr. Chong Wa Pan, Mr. Yiu Ho Chi, Stephen, Mr. Chong Wa Ching and Mr. Chong Wa Lam; and three independent non-executive Directors, namely Mr. Chau On Ta Yuen, Ms. Tsui Pui Man and Mr. Law Tze Lun.
– 3 –