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Du Du Holdings Limited — Proxy Solicitation & Information Statement 2012
Oct 29, 2012
51353_rns_2012-10-29_92f7ed4d-611e-49a8-96f9-31cba55d3257.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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China Natural Investment Company Limited 中國天然投資有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8250)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting of China Natural Investment Company Limited (“ Company ”) will be held at 10:45 a.m. on Friday, 30 November 2012 at 3/F., Nexxus Building, 77 Des Voeux Road Central, Hong Kong to consider and, if thought fit, pass the following resolution as an ordinary resolution:
ORDINARY RESOLUTION
“ THAT :
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(a) the agreement dated 7 September 2012 entered into between Chemosino International Limited (“ CN BVI ”) and Town Health Asset Management Limited (“ TH Property Holding ”) in relation to the Transactions (as defined in the circular of the Company dated 30 October 2012 (“ Circular ”), a copy of which is marked “A” and signed by the chairman of the meeting for identification purpose has been tabled at the meeting) (“ SP Agreement ”) (a copy of the SP Agreement is marked “B” and signed by the chairman of the meeting for identification purpose has been tabled at the meeting) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
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(b) the First Right Subscription (as defined in the Circular) by CN BVI during the First Right Period (as defined in the Circular) in accordance with the terms and conditions of the SP Agreement be and is hereby approved; and
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(c) any one of the directors (“ Directors ”) of the Company be and is authorised to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as they consider necessary, appropriate, desirable and expedient for the purposes of giving effect to or in connection with the
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SP Agreement and all transactions contemplated thereunder (including but not limited to the First Right Subscription), and to agree to such variation, amendments or waiver or matters relating thereto (including any variation, amendments or waiver of such documents or any terms thereof, which are not fundamentally different from those as provided in the SP Agreement) as are, in the opinion of the Directors or the duly authorised committee, in the interest of the Company and its shareholders as a whole.”
On behalf of the Board China Natural Investment Company Limited Li Wai Hung Chairman
Hong Kong, 30 October 2012
Registered office: Head Office and Principal Place PO Box 309 of Business in Hong Kong: Ugland House Unit 1903, 19th Floor Grand Cayman West Tower, Shun Tak Centre KY1-1104 168-200 Connaught Road Central Cayman Islands Hong Kong
Notes:
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(1) A member of the Company entitled to attend and vote at the extraordinary general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his/her behalf. A proxy need not be a member of the Company but must be present in person at the extraordinary general meeting 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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(2) In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a member of the Company from attending in person and voting at the extraordinary general meeting or any adjournment thereof should he so wish.
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(3) Completion and return of an instrument appointing a proxy should not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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(4) As required under the Rules Governing the Listing of Securities on the Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (“GEM Listing Rules”), the above resolution will be decided by way of poll.
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As at the date hereof, the Board comprises (i) three executive Directors namely, Mr. Li Wai Hung, Mr. Chen Liang and Mr. Bai Jian; and (ii) three independent non-executive Directors namely, Mr. Leung Chi Kin, Mr. Tam B Ray, Billy and Mr. Chi Chi Hung, Kenneth.
This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this notice is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this notice misleading.
This notice will remain on the “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for at least seven (7) days from the date of its publication and is available for reference on the website of the Company at http://www.chinanatural.com.hk.
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