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Da Sen Holdings Group Limited Proxy Solicitation & Information Statement 2011

Sep 19, 2011

50017_rns_2011-09-18_32dcea6a-0542-4eb6-86a7-2865c57355c5.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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ASIA TELE-NET AND TECHNOLOGY CORPORATION LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 679)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Asia Tele-Net and Technology Corporation Limited (the “ Company ”) will be held at 2/F, 11 Dai Hei Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong on Thursday, 13 October 2011 at 11:00 a.m. (the “ EGM ”) for the purpose of considering and, if though fit, passing with or without modification, the following resolution as an special resolution of the Company:

SPECIAL RESOLUTION

THAT :

  • (a) the entering into of the agreement dated 7 August 2011 (the “Agreement”, a copy of which has been produced to the EGM marked “A” and initialed by the Chairman of the meeting for the purpose of identification) between 寶龍自動機械(深圳)有限公司 (Process Automation (Shenzhen) Limited), a wholly-owed subsidiary of the Company (“ PASL ”) and 深圳市華盛房地產開發有限 公司 (Shenzhen Warmsun Real Estate Development Company Limited) (“ Shenzhen Warmsun ”), pursuant to which PASL has agreed to vacate from two parcels of industrial land numbered A82426 and A824-8 located at No. 8 Industrial Zone, Lung Hua Street, Bao An District, Shenzhen (深圳市寶安區龍華街道辦第八工業區,八一路與東環一路交匯處西北角) (the “ Land ”) and demolish the existing buildings and structures built or erected thereon the Land, and Shenzhen Warmsun has agreed to re-develop the Land and compensate PASL by paying the consideration, which comprises (i) a relocation compensation of RMB50 million (equivalent to approximately HK$61 million), to be paid by Shenzhen Warmsun and/or a project company to be established in the PRC by Shenzhen Warmsun (the “ Project Company ”) to PASL; and (ii) the title to a 41,000 sq.m. of properties, buildings or structures to be built by the Project Company pursuant to the re-development work to be procured on the Land, to be transferred to PASL, be and is hereby approved, confirmed and ratified, and the performance by the Company of all the transactions contemplated under the Agreement be and are hereby approved; and

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  • (b) the directors of the Company (the “ Directors ”) be and are hereby authorized to do all such acts and things, and to sign and execute all such further documents and to take all steps as the Directors may in their absolute discretion consider necessary, appropriate, desirable or expedient or implement and/or give full effect to or in connection with the Agreement and the transactions contemplated thereunder.”

By Order of the Board Asia Tele-Net and Technology Corporation Limited Lam Kwok Hing Chairman and Managing Director

Hong Kong, 19 September 2011

Registered Office: Head Office and Principal Place of Clarendon House Business in Hong Kong: Church Street 11 Dai Hei Street Hamilton HM11 Tai Po Industrial Estate Bermuda Tai Po, New Territories Hong Kong

Notes:

  • (1) A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies (if a member who is the holder of two or more shares) to attend and vote in his stead. A proxy need not be a member of the Company.

  • (2) To be valid, the 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 such power or authority must be deposited at the Company’s Hong Kong share registrar and transfer office, Tricor Secretaries Limited, at 26/F, Tesburg Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM (or any adjournment thereof). Completion and delivery of the form of proxy will not preclude a member from attending and voting at the EGM if the member so desires.

  • (3) As at the date of this notice, the executive directors of the Company are Messrs. Lam Kwok Hing and Nam Kwok Lun, and the independent non-executive directors of the Company are Messrs. Cheung Kin Wai, Kwan Wang Wai Alan and Ng Chi Kin David.

As at the date of this announcement, the executive directors of the Company are Messrs. Lam Kwok Hing and Nam Kwok Lun, and the independent non-executive directors are Messrs. Cheung Kin Wai, Kwan Wang Wai, Alan and Ng Chi Kin, David.

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