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Design Capital Limited — Proxy Solicitation & Information Statement 2012
Nov 15, 2012
49990_rns_2012-11-14_cd96bf62-61c4-43bf-a64d-049aa5da5270.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.
KING STONE ENERGY GROUP LIMITED 金 山 能 源 集 團 有 限 公 司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 00663)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the ‘‘EGM’’) of King Stone Energy Group Limited (the ‘‘Company’’) will be held at 12:00 p.m. on Wednesday, 5 December 2012 at Room 3603, 36th Floor, One Exchange Square, Central, Hong Kong for the following purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions:
ORDINARY RESOLUTIONS
1. ‘‘THAT:
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(a) the subscription agreement (the ‘‘Subscription Agreement’’) entered into between the Company and Jade Bird Strategic Investment (the ‘‘Subscriber’’) dated 12 October 2012 in relation to the subscription for 1,555,555,000 new shares (the ‘‘Subscription Shares’’) of HK$0.10 each in the capital of the Company by the Subscriber at HK$0.45 per Subscription Share, a copy of the Subscription Agreement having been produced to the EGM and marked ‘‘A’’ and initialled by the chairman of the EGM for the purpose of identification, and the transactions contemplated thereby be and are hereby approved, confirmed and ratified;
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(b) the allotment and issue of the Subscription Shares to the Subscriber pursuant to the terms of the Subscription Agreement and the transactions contemplated thereby be and are hereby approved; and
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(c) any one or more directors of the Company be and are hereby authorised to allot and issue the Subscription Shares in accordance with the terms of the Subscription Agreement and to do all such acts and things as they consider necessary or expedient for the purpose of giving effect to the Subscription Agreement and completing the transactions contemplated thereby.’’
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- ‘‘THAT, subject to the granting of the Whitewash Waiver (as defined below) by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong (or any delegate of the Executive Director) and any conditions that may be imposed thereon, the waiver of the obligation on the part of the Subscriber and parties acting in concert with it to make a mandatory general offer to the shareholders of the Company for all the issued shares of the Company not already owned or agreed to be acquired by them which might otherwise arise as a result of the Subscriber subscribing for the Subscription Shares under the Subscription Agreement pursuant to Note 1 on Dispensations from Rule 26 of the Hong Kong Code on Takeovers and Mergers (the ‘‘Whitewash Waiver’’) be and is hereby approved.’’
Yours faithfully
By the order of the Board KING STONE ENERGY GROUP LIMITED Wang Da Yong Chairman
Hong Kong, 15 November 2012
Registered office and Principal Place of
Business in Hong Kong:
Room 3603, 36th Floor One Exchange Square Central
Hong Kong
Notes:
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A member entitled to attend and vote at the EGM is entitled to appoint one or if he is the holder of two or more shares more than one proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
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A form of proxy for use at the EGM is enclosed with the circular of the Company dated 15 November 2012. Whether or not you intend to attend the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish.
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In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company’s share registrar in Hong Kong, Tricor Secretaries Limited, at Level 25, Three Pacific Place, 1 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.
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- In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders are present at the EGM 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 shares shall alone be entitled to vote in respect thereof.
As at the date of this announcement, the executive Directors are Mr. Wang Da Yong, Mr. Tian Wenwei, Mr. Wang Tongtian and Mr. Chen Marlon Ray, the non-executive Directors are Mr. Li Yi, Mr. Su Bin and Mr. Wong Chun Hung, and the independent non-executive Directors are Mr. Chiu Sui Keung, Mr. Li Peiming, Mr. Lee Chi Hwa, Joshua and Mr. Lam Ka Wai, Graham.
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